Third Circuit disposition — 25-1421

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No. 25-1421
_____________
IN RE: YELLOW CORPORATION, et al.,
Debtors
MFN PARTNERS LP; MOBILE STREET HOLDINGS
LLC;
YELLOW CORPORATION
Appellants
________________
On Appeal from the United States Bankruptcy Court
for the District of Delaware
(Bankruptcy Court No. 23-11069)
Bankruptcy Judge: Honorable Craig T. Goldblatt
________________
Argued June 25, 2025
Before: SHWARTZ, MONTGOMERY-REEVES, and
AMBRO, Circuit Judges
(Opinion filed: September 16, 2025)

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2
Shirley Chan
Kirkland & Ellis
333 W Wolf Point Plaza
Chicago, IL 60654
George W. Hicks, Jr. [ARGUED]
Kirkland & Ellis
1301 Pennsylvania Avenue NW
Washington, DC 20004
Laura D. Jones
Peter J. Keane
Pachulski Stang Ziehl & Jones
919 N Market Street
P.O. Box 8705, 17th Floor
Wilmington, DE 19801
Counsel for Appellant Yellow Corporation
Nicholas J. Caluda
Quinn Emanual Urquhart & Sullivan
700 Louisiana Street
Suite 3900
Houston, TX 77002
L. Katherine Good
Maria Kotsiras
Potter Anderson & Corroon
1313 N Market Street
6th Floor
Wilmington, DE 19801

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Derek Shaffer [ARGUED]
Quinn Emanuel Urquhart & Sullivan
1300 I Street NW
Suite 900
Washington, DC 20005
Eric D. Winston, Esq.
Quinn Emanuel Urquhart & Sullivan
865 S Figueroa Street
10th Floor
Los Angeles, CA 90017
Counsel for Appellants MFN Partners, LP and
Mobile Street Holdings, LLC

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Samuel I. Levin
Edward J. Meehan [ARGUED]
Groom Law Group Chartered
1701 Pennsylvania Avenue NW
Suite 1200
Washington, DC 20006
William D. Sullivan
Sullivan Hazeltine Allinson
919 N Market Street
Suite 420
Wilmington, DE 19801
Counsel for Appellees New York State
Teamsters Conference and Retirement Fund;
Road Carriers Local 707 Pension Fund;
Management Labor Pension Fund Local 1730;
Mid Jersey Trucking Industry and Teamsters
Local 701 Pension and Annuity Fund;
Teamsters Local 617 Pension Fund; Trucking
Employees of North Jersey Pension Fund;
Freight Drivers and Helpers 557 Pension Fund;
Teamsters Local 641Pension Fund
Brad R. Berliner [ARGUED]
Andrew J. Herink
Daniel E. Sullivan
Central States Funds Law Department
8647 W Higgins Road
8th Floor
Chicago, IL 60631

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William A. Hazeltine
Sullivan Hazeltine Allinson
919 N Market Street
Suite 420
Wilmington, DE 19801
Counsel for Appellees Central States and
Southeast and Southwest Areas Pension Fund
Emily J. Allender
John Ginsberg
Benjamin T. Kelly
Kartar Khalsa
Rebecca L. Stark
Stephanie Thomas
Andrew P. Walker [ARGUED]
Pension Benefit Guaranty Corporation
Office of Chief Counsel
445 12th Street SW
Washington, DC 20024
Counsel for Appellee Pension Benefit Guaranty Corp.

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____________
OPINION OF THE COURT
____________
AMBRO, Circuit Judge
Yellow Corporation,1 once one of the nation’s largest
trucking companies, went out of business and filed for
bankruptcy in 2023. As part of that winddown, it withdrew
from several pension plans that secured retirement benefits for
Yellow’s union workforce. In the bankruptcy, those plans
came looking for what they believed they were owed, filing
claims against the estate for Yellow’s withdrawal liability—
what it must pay to the plans for its early exit. Of course,
Yellow and the plans disagree on the amount of that liability.
And here we are.
Mine-run bankruptcy disputes are about money, but this
one is mostly about administrative law. In the midst of the
COVID-era economic downturn, Congress granted billions in
cash to struggling pension plans through the American Rescue
Plan Act of 2021 (ARPA). But the money came with a catch—
Congress charged a federal agency, the Pension Benefit
Guaranty Corporation (PBGC), with the task of promulgating
1 Throughout this opinion, unless the distinction is relevant, we
use “Yellow” to refer to Yellow Corporation, its 23 affiliated
debtor entities, and creditors MFN Partners and Mobile Street
Holdings, who filed the primary brief challenging the
regulations, and whose arguments were joined in full by
Yellow.

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regulations that would impose “reasonable conditions” on how
the pension plans would account for and use that money.
We consider two of those regulations in this appeal.
Their upshot is this: The money Congress granted to the plans
does not fully count in calculating what Yellow owes to the
plans upon its untimely exit. A bigger deficit to fill, a bigger
bill to pay. In the Bankruptcy Court, Yellow argued those
regulations flouted the statutory scheme that normally governs
withdrawal-liability calculations, impermissibly inflating the
amount it owes the plans. After the Bankruptcy Court upheld
the regulations, we granted a petition for direct appeal of its
order on these novel issues. Now, we affirm that order.
I. BACKGROUND
Two storylines blend together in this appeal: ARPA and
the bankruptcy of Yellow. First, for some context on our
dispute, we go back to the enactment of the Employee
Retirement Income Security Act of 1974 (ERISA), 29 U.S.C.
§ 1001 et seq., the early days of the PBGC, and the subsequent
enactment of the Multiemployer Pension Plan Amendments
Act of 1980 (MPPAA), id. § 1381 et seq.
A. ERISA created the PBGC to insure pension funds,
and the MPPAA sets out the withdrawal-liability
framework underlying this appeal.
Congress enacted ERISA in 1974 to protect retirees’
pension benefits. Among the main purposes of this
“comprehensive and reticulated statute was to ensure that
employees and their beneficiaries would not be deprived of
anticipated retirement benefits by the termination of pension
plans before sufficient funds have been accumulated in the

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plans.” PBGC v. R.A. Gray & Co., 467 U.S. 717, 720 (1984)
(quotation omitted).
To serve that purpose, Congress established the PBGC.
A federal agency and corporation, it operates “a plan
termination insurance program” that “collects insurance
premiums from covered pension plans and provides benefits to
participants in those plans if their plan terminates with
insufficient assets” to cover what the participants are owed. Id.
As detailed below, Congress gave the PBGC wide regulatory
authority to achieve this goal. It may issue “regulations as may
be necessary to carry out the purposes” of ERISA. 29 U.S.C.
§ 1302(b)(3). As relevant here, those purposes include
“encourag[ing] the continuation and maintenance of voluntary
private pension plans” while “provid[ing] for the timely and
uninterrupted payment of pension benefits to participants and
beneficiaries.” Id. § 1302(a)(1)–(2).
The PBGC insures both single-employer and
multiemployer pension plans (MEPPs). R.A. Gray, 467 U.S. at
720. Here, our concern is just the latter: employee benefit plans
to which multiple employers contribute through collective
bargaining agreements with labor unions. 29 U.S.C.
§ 1002(37)(A).
At first, ERISA and the PBGC created a kind of moral
hazard in MEPPs. When an employer withdrew from a plan,
the remaining employers in the MEPP would be responsible
for making up the shortfall. Realizing this would increase their
burden, other employers would also withdraw, leading to a
run-on-the-bank-type spiral as more and more employers
withdrew. The financial burden then would fall on the PBGC
to fill the gap.

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As a remedy, Congress enacted the MPPAA to impose
withdrawal liability on employers that left MEPPs. If an
employer chose to leave, then it—rather than the employers
remaining in the pension plan and the PBGC—would be on the
hook for the departing employer’s portion of the shortfall.
Peick v. PBGC, 724 F.2d 1247, 1267–68 (7th Cir. 1983). By
expanding on the initial grant of authority under ERISA, the
MPPAA gave the PBGC additional authority relating to
withdrawal liability, including the power to prescribe
“actuarial assumptions” for calculating that liability. 29 U.S.C.
§ 1393(a).
Under the MPPAA framework still operative today, a
withdrawing employer is responsible for its proportional share
of a plan’s “unfunded vested benefits.” 29 U.S.C. § 1381(b)(1).
The formula for calculating a plan’s unfunded vested benefits
is deceptively simple: the value of the pension benefits vested
(and thus owed) minus “the value of the assets of the plan.” Id.
§ 1393(c). In other words, the unfunded vested benefits are the
difference between the plan’s vested benefits and the plan’s
assets. We say “deceptively” simple because the definition of
a plan “asset,” and the ways statutes and regulations interact to
form that definition, are the core questions here.
There is a limit to this general “proportional share” rule.
Per the MPPAA, an employer’s total withdrawal liability is
amortized into “level annual payments” that are roughly equal
to the payments owed in the recent years before the
withdrawal. See 29 U.S.C. § 1399(c)(1)(A). But an employer’s
liability is capped at 20 years’ worth of such payments—in
effect, setting a maximum amount of liability. See id.
§ 1399(c)(1)(B) (“In any case in which the amortization period

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. . . exceeds 20 years, the employer’s liability shall be limited
to the first 20 annual payments . . . .”). Still, akin to the
operation of an acceleration clause in a standard loan
agreement, those annual obligations can be accelerated if the
withdrawing employer defaults on the payments. Id.
§ 1399(c)(5).
B. ARPA infused billions of dollars into MEPPs and
authorized the PBGC to impose “reasonable
conditions” on MEPPs that received “special
financial assistance.”
The MPPAA helped, but did not heal, the financial
condition of MEPPs. Decades later, COVID made things
worse. To respond to the financial crises caused by the
pandemic, Congress enacted ARPA to shore up the nation’s
struggling pension system. See generally ARPA, Pub. L. No.
117-2, § 9704, 135 Stat. 4, 190-99 (2021).
Through that law, Congress appropriated funds, deemed
“special financial assistance,” to support MEPPs. The money
would enable receiving plans to pay full pension benefits
through at least 2051. 29 U.S.C. § 1432(j)(1). To achieve this
goal, Congress instructed that the special financial assistance
funds could be used only “to make benefit payments and pay
plan expenses” and must be “segregated from other plan
assets.” Id. § 1432(l).
Congress delegated to the PBGC the authority to solicit
applications for these funds from MEPPs, distribute the
money, and issue regulations that placed “reasonable
conditions on a[] . . . multiemployer plan that receives special
financial assistance,” including conditions related to the
“allocation of plan assets” and “withdrawal liability.” Id.

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§§ 1432(a)(1), (m)(1). At the same time, Congress listed
several specific areas that the PBGC could not regulate, like
plan personnel, plan governance, and the funding of and
accounting for plans in “critical” status. Id.
§§ 1432(m)(2), 1085(e)(8).
After notice and comment, the PBGC promulgated the
two challenged regulations before us. 29 C.F.R. § 4262.16.
The Phase-In Regulation prohibits MEPPs from fully
counting special financial assistance funds as plan assets all at
once. MEPPs must instead phase in those funds. Id.
§ 4262.16(g)(2)(viii). In this way, the funds are added
incrementally to the plan-assets calculation, the rate
determined by the number of years it would take the MEPP to
exhaust the special assistance funds, as stated in the plan’s
application. Id. § 4262.16(g)(2)(ix)-(xii).
As a simple example, say a MEPP received $100
million in ARPA special financial assistance, and in its
application projected it would take five years to exhaust the
funds. The Phase-In Regulation requires that in the first year
only $20 million of those funds are counted as plan assets. In
the second year, $40 million would count, and so on. This
regulation affects withdrawal liability, as an employer that
withdrew later would calculate its liability against a bigger
base of plan assets, offsetting the amount owed.
The No-Receivables Regulation restricts MEPPs from
recognizing as an asset any awarded special financial
assistance before the funds are paid to the plan. Id.
§ 4262.16(g)(2)(xiii). Like the Phase-In Regulation, this
regulation bears on withdrawal liability, as an employer (like

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Yellow here) that withdrew after the award of funds to a
MEPP, but before their actual receipt, would face withdrawal
liability that did not account for any special financial assistance
funds.
The MEPPs involved in this appeal applied for special
financial assistance under ARPA between 2021 and 2022.
Collectively, they were awarded $41.1 billion in special
financial assistance.
C. Yellow went into bankruptcy, the MEPPs filed
proofs of claim, and we granted a petition for direct
appeal.
Unable to resolve a protracted labor dispute with the
Teamsters union, Yellow shut down in July 2023 and filed the
underlying bankruptcy cases the next month.
Eleven MEPPs are part of the dispute here. Those
eleven filed 174 proofs of claim in the bankruptcy case,
seeking a combined $6.5 billion in withdrawal liability. For
varied reasons all involving the challenged regulations, the
pension plans did not include all the special financial assistance
funding in their determinations of Yellow’s withdrawal
liability.
For example, Central States, the pension fund with the
largest proof of claim at issue, received its special financial
assistance funds in a lump-sum payment on January 12, 2023.
For its proof of claim, Central States calculated withdrawal
liability “as of the end of the plan year preceding the plan year
in which the employer withdraws,” like the MPAA requires.
29 U.S.C. § 1391(b)(2)(E)(i). So liability was calculated as of
December 31, 2022, as Yellow withdrew upon its 2023

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bankruptcy. Because Central States did not receive its special
financial assistance until January 2023, the No-Receivables
Regulation barred the inclusion of those funds—totaling $35.8
billion—as “assets” in the calculation of withdrawal liability.
29 C.F.R. § 4262.16(g)(2)(xiii).
The ten other MEPPs had received their special
financial assistance by the time they filed their proofs of
claims, so the Phase-In Regulation applied rather than the No-
Receivables Regulation. Yellow’s withdrawal liability,
calculated accordingly, counted in the balance only some of the
special financial assistance funds (those that had been “phased
in”).
Separate from these regulatory questions, Yellow’s
withdrawal from the plans also raised a question regarding how
to calculate its withdrawal liability under the statutory scheme.
In relevant part, two MEPPs—the New York Teamsters Fund
and the Western Pennsylvania Teamsters Fund—filed proofs
of claim in line with an agreement they made with Yellow in
2013. That agreement allowed Yellow to reenter those MEPPs
(it had previously withdrawn) and contribute to its employees’
benefits at 25% of its usual rate, which meant diminished
accruals for those employees. But in that same contract, the
plans and Yellow agreed that if Yellow later faced withdrawal
liability, it would do so at 100% of the usual contribution rate.
So those MEPPs filed proofs of claim for withdrawal liability
at the 100% rate.
After objections and motions, the parties cross-moved
for summary judgment on these issues. Before us now is the
Bankruptcy Court’s Amended Memorandum Opinion and
Order, which held in part:

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• The Phase-In Regulation and No-Receivables
Regulations were valid exercises of the PBGC’s
statutory authority and were not otherwise
arbitrary and capricious; and
• Yellow can be held to its agreement to pay
withdrawal liability at 100% of the contribution
rate because the statutory formula for calculating
withdrawal liability sets a floor on an exiting
employer’s liability, not a ceiling.
In re Yellow Corp., No. 23-11069, 2024 WL 4925124, at *7-
18 (Bankr. D. Del. Nov. 5, 2024).
The Bankruptcy Court certified its order for direct
appeal, and we granted the petition to do so. Though the novel
issue of the regulations’ validity was the basis for the
certification, we take the entire order on appeal, so we consider
the statutory withdrawal-calculation issue as well. 28 U.S.C. §
158(d)(2).
II. JURISDICTION AND STANDARD OF REVIEW
The Bankruptcy Court had core proceeding jurisdiction.
28 U.S.C. § 157(b)(2)(B). We have jurisdiction over this direct
appeal of the Bankruptcy Court’s order under 28 U.S.C.
§ 158(d)(2)(A).2
2 The appellants who make the main case against the PBGC
regulations, MFN Partners and Mobile Street Holdings, spend
a significant portion of their opening brief defending their
standing under the “persons aggrieved” doctrine, a prudential
standing requirement in bankruptcy appeals. Under that
doctrine, parties have appellate standing “only if they can show

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We review a bankruptcy court’s rulings on questions of
law de novo. In re FTX Trading Ltd., 91 F.4th 148, 152 (3d
Cir. 2024).
III. ANALYSIS
Yellow argues that the regulations violate the PBGC’s
statutory authority and are arbitrary, capricious, or otherwise
invalid. We first address those challenges to the regulations
before moving to the withdrawal-liability calculation issue.
A. The Phase-In and No-Receivables Regulations are
valid.
Yellow lobs a slew of challenges at the regulations. As
we explain, each fails.
that ‘the order of the bankruptcy court diminishes their
property, increases their burdens, or impairs their rights.’” In
re Boy Scouts of Am., 35 F.4th 149, 157 (3d Cir. 2022)
(quotation omitted). We need not consider the doctrine’s
applicability here, however, as Yellow, which has standing
unquestionably, joins in MFN’s and Mobile Street’s challenge
to the regulations. Thus, even if MFN and Mobile Street lack
standing to appeal, the issues raised in their briefs would
remain properly before us. See Dir., Off. of Workers’ Comp.
Programs, U.S. Dep’t of Lab. v. Bethlehem Steel Corp., 949
F.2d 185, 186 (5th Cir. 1991) (“Dollins, . . . pursuant to FRAP
28(i) . . . , formally adopted the brief and argument of the
Director[, s]o the contentions . . . were clearly before us in the
form of arguments advanced, not only by the Director, but by
claimant Dollins as well.”).

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1. The Phase-In and No-Receivables
Regulations are valid exercises of the PBGC’s
authority.
Courts must “independently interpret” statutes granting
authority to an agency to ensure the agency’s actions are within
“the boundaries of [its] delegated authority.” Loper Bright
Enters. v. Raimondo, 603 U.S. 369, 395 (2024) (citation
modified). The Loper Bright Court rejected the “fiction” that
statutory ambiguity is always a grant of authority to an agency.
Id. at 404. Even so, a “statute’s meaning may well be that the
agency is authorized to exercise a degree of discretion.” Id. at
394. Thus, courts must “independently identify and respect
such delegations of authority, police the outer statutory
boundaries of those delegations, and ensure that agencies
exercise their discretion” appropriately. Id. at 404.
In this context, Yellow’s strongest argument is that
ARPA did not grant the PBGC the regulatory authority to
change the statutory formula for withdrawal-liability
calculation. In its view, the PBGC did so by excluding the
special financial assistance funds from the assets considered in
that calculation of “unfunded vested benefits.” 29 U.S.C.
§ 1393(c).
We are not convinced. The Bankruptcy Court put it
well: “Congress has expressly granted the PBGC the type of
gap-filling authority that Loper Bright described, both in
ERISA as originally enacted in 1974 and again in the
provisions of [ARPA] that are directly at issue here.” In re
Yellow Corp., 2024 WL 4925124, at *7. In fact, ARPA
explicitly grants PBGC the power to set conditions on the

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“allocation of plan assets,” as it did with these regulations. 29
U.S.C. § 1432(m)(1).
Through ARPA, Congress issued the special financial
assistance only for recipient plans “to make benefit payments
and pay plan expenses.” 29 U.S.C. § 1432(l). But if those funds
were included as assets under withdrawal-liability calculation,
that would necessarily mean that the funding would subsidize
the liability of employers that withdrew from the plans. (And
what savvy employer considering withdrawal would not use
that opportunity to do so at a withdrawal-liability discount?) If
used this way—as an unintentional withdrawal-liability
subsidy—the funds would clearly not be for either “benefit
payments” or “plan expenses.” Id. Congress, instead, left it to
the PBGC to fill that gap and effect the statute’s goals. The
agency did so by issuing the two regulations to ensure that the
funds are used for the statutorily mandated purpose of being
“allocat[ed]” in ways that would comply with ARPA. 29
U.S.C. § 1432(m)(1).
This reading also squares with the Supreme Court’s
guidance on how to mesh later, specific statutes with earlier,
broader ones. A key function of the MPPAA was to prevent
pension-plan collapse when several employers withdrew. E.g.,
29 U.S.C. § 1381 (establishing withdrawal liability for
withdrawing employers). ARPA was meant to bolster
struggling plans, and Congress set specific uses for the special
financial assistance granted as part of that legislation. In
circumstances like this, when “the scope of the earlier statute
is broad but the subsequent statutes more specifically address
the topic at hand,” the “specific policy embodied in a later
federal statute should control our construction of the [earlier]
statute, even though it ha[s] not been expressly amended.”

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FDA v. Brown & Williamson Tobacco Corp., 529 U.S. 120,
143 (2000) (alterations in original) (quoting in the second
instance United States v. Est. of Romani, 523 U.S. 517, 530–
31 (1998)).
As did the Bankruptcy Court, we understand this
guidance to control our case. The statutory formula for
calculating a plan’s “unfunded vested benefits”—from which
withdrawal liability is derived—is broad. Original to the
MPPAA, it “governs the calculation of withdrawal liability in
general.” In re Yellow Corp., 2024 WL 4925124, at *9
(emphasis in original). But ARPA “embodied” the “specific
policy,” Brown & Williamson, 529 U.S. at 143, of granting
special assistance funds only “to make benefit payments and
pay plan expenses,” otherwise “segregat[ing]” those funds
“from other plan assets,” 29 U.S.C. § 1432(l). We follow the
principle of statutory construction offered in Brown &
Williamson and conclude that, for calculating withdrawal
liability, the more specific provisions of ARPA control over
the general provisions of the MPPAA.3
3 We emphasize that we do not agree with Yellow’s argument
that ERISA’s plain language forbids the PBGC from
promulgating the regulations at issue. ERISA gave the PBGC
the authority to define “plans assets . . . by such regulations as”
it “may prescribe.” 29 U.S.C. 1002(42); see also Loper Bright,
603 U.S. at 394 (explaining how Congress can “expressly
delegate” that an agency define a term). And the MPPAA
likewise allowed the PBGC to “prescribe by regulation
actuarial assumptions” for calculating unfunded vested
benefits. 29 U.S.C. § 1393(a). Properly understood, then,
ARPA’s express delegation to the PBGC of regulating the
“allocation of plan assets” and “withdrawal liability” relating

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In this light, the two regulations are “reasonable
conditions” on the grant of funds to the plans, promulgated
according to Congress’s grant of authority to the PBGC in
ARPA, 29 U.S.C. § 1432(m)(1).
2. The regulations are not arbitrary or
capricious.
As part of its scattershot challenge to the regulations,
Yellow faults them as arbitrary or capricious. We disagree.
An agency action is “arbitrary or capricious if it is not
reasonable and reasonably explained.” Ohio v. EPA, 603 U.S.
279, 292 (2024) (citation modified). We thus examine whether
the agency gave “a satisfactory explanation for its action
including a rational connection between the facts found and the
choice made.” Motor Vehicle Mfrs. Ass’n. of the U.S., Inc. v.
State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43 (1983)
(quotation omitted). We do not review these policy-making
decisions de novo, as courts are forbidden to “substitute their
own judgment for that of the agency.” FDA v. Wages & White
Lion Invs., 145 S. Ct. 898, 917 (2025). We “simply ensure[]
that the agency has acted within a zone of reasonableness.”
FCC v. Prometheus Radio Project, 592 U.S. 414, 423 (2021).
As the Bankruptcy Court aptly explained, the notice-
and-comment process for the regulations was comprehensive.
“[I]ndustry stakeholders, including employers, pension plans,
actuarial firms, law firms, individuals, and members of
Congress” weighed in. In re Yellow Corp., 2024 WL 4925124,
to special financial assistance funds follows the well-trod path
laid by ERISA and the MPPAA for delegating such power to
the PBGC.

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at *13. There was even a “listening tour.” Id. The main thrust
of the feedback was a concern “that if special financial
assistance were immediately recognized in the calculation of
unfunded vested benefits[,] . . . employers would withdraw
from the pension plans—leaving those who remain holding the
bag.” Id. These concerns had weight, especially against the
backdrop of ERISA and MPPAA’s history—“avoiding a
circumstance in which one employer’s withdrawal from a
troubled multiemployer plan would have a cascading effect
that would destroy the plan.” Id. The PBGC issued these
regulations to “balance the objectives” set by Congress in the
MPPAA and to fulfill ARPA’s purpose of strengthening
“struggling pension plans.” Id.
Before us, Yellow does not challenge the breadth of the
PBGC’s reasoning or the scale of its efforts, but it objects to
the agency’s conclusions and their consequences.
In the main, it argues that the PBGC’s concern—that an
influx of funding to the plans would subsidize an employer-
withdrawal death-spiral—was misplaced. But Yellow just as
quickly concedes that the regulations serve “to discourage
employers from withdrawing from financially troubled
MEPPs, which might otherwise encourage additional
withdrawals and create a downward spiral.” MFN & Mobile
Street Opening Br. at 45 (quotation omitted). We agree with
the latter.
In other places, Yellow disputes certain industry figures
and estimates relied on by the PBGC,4 but these industry
4 Yellow misquotes the PBGC as warning of “a potential surge
of employer withdrawal” up to “35% of active members” of

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figures are “predictive judgments about the likely economic
effects of a rule” that courts, including this one, are
“particularly loath to second-guess.” Newspaper Ass’n of Am.
v. Postal Regul. Comm’n, 734 F.3d 1208, 1216 (D.C. Cir.
2013) (quotation omitted). We are convinced that the
administrative record reflects “reasonable” rulemaking,
“reasonably explained.” Ohio, 603 U.S. at 292. Our
“appropriate deference” is owed to “agency decisionmaking,”
not to Yellow’s efforts to convince us it would have gone about
the rulemaking another way. Wages & White Lion, 145 S. Ct.
at 917.
To succeed, Yellow must show that the PBGC’s
decision-making was so outside the “zone of reasonableness,”
Prometheus Radio Project, 592 U.S. at 423, that it flunks our
“deferential” review of agency policymaking, Loper Bright,
603 U.S. at 392. For the reasons noted, Yellow has not made
that showing.
MEPPs receiving special financial assistance. MFN and
Mobile Street Opening Br. at 46. The relevant portion of the
quoted interim final rule does mention “a potential surge of
employer withdrawal,” Special Financial Assistance by PBGC,
86 Fed. Reg. 36598, 36619 (July 12, 2021) (to be codified at
29 C.F.R. pts. 4000, 4262). It also displays a single benchmark
scenario premised on a 35% withdrawal rate. Id. at 36617. But
it does not predict the “potential surge” will be “35% of active
members.” Because the Federal Register does not say this, we
do not consider Yellow’s arguments premised on the fiction
that it does.

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3. Yellow’s other arguments fail as well.
We briefly address Yellow’s other regulatory
arguments.
(a) The regulations are not conditions on third
parties. The PBGC’s regulations are conditions on the plans,
in line with Congress’s grant of authority. Recall that the
relevant regulation says that a “plan that receives special
financial assistance must be administered in accordance with”
the regulations. 29 C.F.R. § 4262.16(a) (emphasis added). The
Phase-In and No-Receivables Regulations then instruct the
plan how to calculate withdrawal liability in light of the special
financial assistance funding. This is a job for the MEPPs
themselves: the relevant statutes do “not call upon the
[withdrawing] employer to propose the amount of withdrawal
liability. Rather, it places the calculation burden on the plan’s
trustees.” Bay Area Laundry & Dry Cleaning Pension Tr. Fund
v. Ferbar Corp. of Cal., 522 U.S. 192, 197 (1997).
The most forceful part of Yellow’s argument is that
these regulations are actually conditions on the employers, not
the plan. It contends the regulations “directly modify
participating employers’ statutory rights to have” their
withdrawal liability “calculated in the way Congress
prescribed.” MFN & Mobile Street Opening Br. at 22. But
Yellow does not identify the source of those “rights.”
In any event, this argument gets it backward. Every clue
from the regulatory and statutory text points us to the
conclusion that ARPA and the PBGC’s regulations are directed
at the plans, not the employers. As the PBGC said in its brief
to us, Yellow’s argument “rests on” the “unfounded

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assumption” that Yellow has “a claim” to the special financial
assistance funds. PBGC Answering Br. at 21. It does not.
Before ARPA was passed, Yellow was “obligated to pay
withdrawal liability to” the MEPPs. Id. These regulations
“merely preserve[] the status quo and prevent[] [ARPA] funds
from being redirected to participating employers by reducing
their withdrawal liability.” Id.5
(b) The major questions doctrine does not apply. The
major questions doctrine stands for the following general
proposition: An agency cannot take action that results in a
“transformative expansion” of its authority—especially over
issues of “vast economic and political significance”—without
express permission from Congress. West Virginia v. EPA, 597
U.S. 697, 716, 724 (2022) (quotations omitted). In those
“extraordinary cases,” we might “hesitate before concluding
that Congress meant to confer such authority.” Id. at 721
(internal quotation omitted).
This is not an extraordinary case. Congress created the
PBGC to set regulations on withdrawal liability, made clear
through ARPA it did not want special financial assistance to be
used to subsidize withdrawal liability, and charged the PBGC
specifically with the task to “impose, by regulation[,] . . .
reasonable conditions” related to “withdrawal liability” on any
“eligible multiemployer plan that receives special financial
assistance.” 29 U.S.C. § 1432(m)(1). Far from a
5 The Bankruptcy Court, as a backstop, reasoned that even if
these regulations did impose conditions on third parties—that
is, employers like Yellow—Congress had power under the
Spending Clause to do so. In re Yellow Corp., 2024 WL
4925124, at *7–8. We need not address that rationale.

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“transformative expansion,” this is PBGC business as usual,
transacted per “clear congressional authorization.” West
Virginia, 597 U.S. at 723–24 (quotations omitted).
Yellow plays the doctrine as a get-out-of-regulation-
free card, but we decline to accept that move.
B. We affirm the Bankruptcy Court’s order on the
withdrawal liability calculation issue as to the New
York and Western Pennsylvania Teamsters Funds.
The regulatory issues above were the basis for our
granting this direct appeal. But another withdrawal-liability-
calculation issue came to us through the operation of the direct-
certification statute, by which we exercise jurisdiction over the
entire Bankruptcy Court order, not just those novel issues
favoring certification. 28 U.S.C. § 158(d)(2). The Bankruptcy
Court ruled that the MPPAA permitted two plans, the New
York Teamsters Fund and the Western Pennsylvania
Teamsters Fund, to enforce their contract with Yellow and
demand withdrawal liability at a contractually-bargained-for
rate higher than Yellow’s actual contributions. We agree.
As background, Yellow reentered the New York
Teamsters Fund and the Western Pennsylvania Teamsters
Fund in 2013. The reentry agreements allowed Yellow to pay
reduced contribution rates for employees, as little as 25% of
what would normally be required, leading to diminished
accruals for those employees. If Yellow withdrew from the
pension plans, both agreements allowed the plans to calculate
the withdrawal liability at the full 100% of the contribution
rate. Accordingly, the Funds submitted proofs of claim in
Yellow’s bankruptcy that calculated its liability at the 100%

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contribution rate.6 The relevant statutory text suggests
withdrawal liability is calculated using an employer’s actual
contribution rates for a time period before the withdrawal. See
29 U.S.C. § 1391 (setting out four ways of calculating liability,
each of which incorporates this contribution-rate math).
Alternative calculation methods are permissible only when a
plan obtains PBGC approval, see id. § 1391(c)(5)(A); 29
C.F.R. § 4211.23(b), but the New York and Western
Pennsylvania funds did not.
Thus here, as in the Bankruptcy Court, Yellow
challenges the 100% contribution-rate calculation as a
violation of law. But the Bankruptcy Court agreed with the
plans that “they did not need PBGC approval” to use the 100%
contribution-rate calculation because Yellow “agreed to treat
[its] withdrawal liability claims in this manner.” In re Yellow
Corp., 2024 WL 4925124, at *17 (emphasis in original). The
Court reasoned that the MPPAA establishes “a withdrawal
liability floor, rather than a withdrawal liability ceiling.” Id.
That is because “the MPPAA establishes mandatory liability,
overriding contracts that allowed firms to withdraw with an
6 We refer to the agreement as a contract because even an
ERISA plan “is nothing more than a contract.” Mirza v. Ins.
Adm’r of Am., Inc., 800 F.3d 129, 133 (3d Cir. 2015). But we
note that the contract issue here was Yellow’s agreement to
reenter the MEPP under the terms of a rehabilitation plan. See
Central States, Se. & Sw. Areas Pension Fund v. Event Media
Inc., 135 F.4th 529, 531 (7th Cir. 2025) (explaining that the
Pension Protection Act of 2006 requires MEPPs to adopt
rehabilitation plans when critically underfunded to change
benefit accruals and contributions “that would enable the plan
to recover”).

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effective transfer of unfunded liability to the federal Treasury.
It does not forbid employers from agreeing to pay extra money
to a pension trust.” Id. (quoting Artistic Carton Co. v. Paper
Indus. Union-Mgmt. Pension Fund, 971 F.2d 1346, 1353 (7th
Cir. 1992)). And, in any event, because “the purpose of the
MPPAA is to ensure the solvency of multiemployer
plans, . . . case law has interpreted the statute liberally to
protect plans’ solvency.” Cent. States, Se. & Sw. Areas Pension
Fund v. Laguna Dairy, S. De R.L. De C.V., 132 F.4th 672, 678
(3d Cir. 2025).
True, at first glance the contractual provision here
seems to run headlong into the statutory requirement that “any
other alternative method for determining an employer’s”
withdrawal liability must be approved by the PBGC. 29 U.S.C.
§ 1391(c)(5)(A). Yellow would have us believe so. But we do
not for two reasons.
First, Yellow never reckons sufficiently with the fact
that this approval is required not for every accounting change,
but just for those that are a “completely different method” for
a plan as a whole. Peick, 724 F.2d at 1256. Here, the contract
simply made clear that the plan’s normal contribution rate and
calculation would apply upon Yellow’s withdrawal, so we
struggle to see how any such change requiring PBGC approval
occurred. Second, by statute, any PBGC approval must be
“based on its determination that adoption of the method by the
plan would not significantly increase the risk of loss to plan
participants and beneficiaries or to the corporation.” 29 U.S.C.
§ 1391(c)(5)(A). Although its understanding of the statute is
not entitled to deference, see Loper Bright, 603 U.S. at 396, we
agree with the PBGC that agreements mandating a method
whereby an employer agrees to pay more withdrawal liability

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“pose[] no such risk.” PBGC Supp. Br. at 5 (citing PBGC,
Opinion Letter 89-8 (Oct. 19, 1989), 1989 WL 224526).
So, bottom line, “employers may waive limitations on
their withdrawal liability . . . without approval as an alternative
method.” Artistic Carton, 971 F.2d at 1354 (emphasis added)
(citing PBGC Opinion Letter 89-8). This flexibility—which
results only in employers making higher withdrawal-liability
payments, not lower ones—makes good sense. Consider it
here: Yellow’s contracted-for withdrawal contribution rate was
an exchange of (a) greater solvency for the plans in the event
of its withdrawal for (b) permission for Yellow to contribute at
a lower rate.
Yellow offers no good reason why we should not
enforce its own contract against it, instead pointing us to an
array of cases in which a plan imposed, without consent, a
higher contribution rate on a withdrawing employer’s liability
calculation. Yellow Withdrawal Br. at 15–22 (collecting
cases). That is not the case here, where Yellow contracted for
this result. We know no convincing statutory case against
holding Yellow to its end of the bargain. Seeking to reenter
these pension plans, it bargained for a discount on its
contributions by offering to pay full freight on its withdrawal
liability if the time came. It is here.
* * *
The PBGC’s Phase-In and No-Receivables Regulations
were valid exercises of its delegated authority under ARPA,
and Yellow must pay the higher withdrawal liability contracted
for with the New York and Western Pennsylvania Teamsters
Funds. Therefore, we affirm.

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