United States District Court, District of Columbia
K. WENDELL LEWIS, et al., Plaintiffs,
v.
PENSION BENEFIT GUARANTY CORPORATION, Defendant.
MEMORANDUM OPINION
REGGIE
B. WALTON, UNITED STATES DISTRICT JUDGE.
The
plaintiffs, approximately 1, 700 former Delta Air Lines, Inc.
(“Delta”) pilots, initiated this action against
the defendant, the Pension Benefit Guaranty Corporation (the
“Corporation” or the “PBGC”),
challenging the Corporation's benefits determinations
regarding the Delta Pilots Retirement Plan (the “Pilots
Plan” or “Plan”) under the Employment
Retirement Income Security Act (the “ERISA”), 29
U.S.C. § 1303(f) (2012). See First Amended
Complaint (“Am. Compl.”) ¶¶ 1-14,
73-150.[1] Currently pending before the Court are the
Plaintiffs' Motion for Summary Judgment (“Pls.'
Mot.”) and the Pension Benefit Guaranty
Corporation's Cross-Motion for Summary Judgment and
Opposition to the Plaintiffs' Motion for Summary Judgment
(“Def.'s Mot.”). Upon careful consideration
of the parties' submissions, [2] the Court concludes for the
reasons that follow that it must deny the plaintiffs'
motion and grant the Corporation's motion.
I.
BACKGROUND
A.
Statutory Background
The
ERISA, a “comprehensive and reticulated statute,
” Nachman Corp. v. PBGC, 446 U.S. 359, 361
(1980), was enacted in part to “ensure that employees
and their beneficiaries would not be deprived of anticipated
retirement benefits by the termination of pension plans
before sufficient funds [had] been accumulated in the plans,
” PBGC v. R.A. Gray & Co., 467 U.S. 717,
720 (1984). “The PBGC administers and enforces Title IV
of [the] ERISA, ” PBGC v. LTV Corp., 496 U.S.
633, 637 (1990), which “created the [PBGC] and a
termination insurance program to protect employees against
the loss of ‘nonforfeitable' benefits upon
termination of pension plans that lack sufficient funds to
pay such benefits in full, ” Nachman, 446 U.S.
at 361 n.1; see also 29 U.S.C. § 1302(a)(2)
(providing that the Corporation's purpose is to,
inter alia, “provide for the timely and
uninterrupted payment of pension benefits to participants and
beneficiaries under plans to which [Title IV]
applies”). As the Supreme Court has explained:
When a plan covered under Title IV terminates with
insufficient assets to satisfy its pension obligations to the
employees, the PBGC becomes trustee of the plan, taking over
the plan's assets and liabilities. The PBGC then uses the
plan's assets to cover what it can of the benefit
obligations. The PBGC then must add its own funds to ensure
payment of most of the remaining “nonforfeitable”
benefits, i.e., those benefits to which participants have
earned entitlement under the plan terms as of the date of
termination. [The] ERISA does place limits on the benefits
[the] PBGC may guarantee upon plan termination, however, even
if an employee is entitled to greater benefits under the
terms of the plan. In addition, benefit increases resulting
from plan amendments adopted within five years of the
termination are not paid in full.
LTV Corp., 496 U.S. at 637-38 (internal citations
omitted). When the Corporation becomes a plan trustee, it
becomes a fiduciary of the plan, see 29 U.S.C.
§ 1342(d)(3), and must “discharge [its] duties . .
. solely in the interest of the participants and
beneficiaries and . . . for the exclusive purpose of: (i)
providing benefits to participants and their beneficiaries;
and (ii) defraying reasonable expenses of administering the
plan, ” id. § 1104(a)(1)(A).
1.
Compensation and Qualified Benefit Limits
A
provision of the tax code limits the “annual
compensation of each employee” that an ERISA-qualified
pension plan may “take into account” in
calculating that employee's benefits under the plan (the
“compensation limit”). See I.R.C. §
401(a)(17) (2012); see also AR 15 (“The IRC
§ 401(a)(17) limit . . . caps the amount of earnings a
plan may use to calculate benefits under a tax-qualified plan
. . . .”). On June 7, 2001, Congress increased the
compensation limit to $200, 000 in the Economic Growth and
Tax Relief Reconciliation Act of 2001 (the
“EGTRRA”). See Pub. L. No. 107-16,
§ 611(c)(1), 115 Stat. 38, 97 (2001); see also
I.R.C. § 401(a)(17). Congress provided that the
increased compensation limit applied to plan years beginning
after December 31, 2001. See Pub. L. No. 107-16,
§ 611(i)(1), 115 Stat. at 100. An IRS notice setting
effective dates for the increased compensation limit, issued
September 17, 2001, further provided:
In the case of a plan that uses annual compensation for
periods prior to the first plan year beginning on or after
January 1, 2002, to determine accruals or allocations for a
plan year beginning on or after January 1, 2002, the plan is
permitted to provide that the $200, 000 compensation limit
applies to annual compensation for such prior periods in
determining such accruals or allocations.
I.R.S. Notice 2001-56, 2001-2 C.B. 277.
Another
provision of the tax code limits the annual benefit payments
that a plan can make to a participant or beneficiary (the
“qualified benefit limit”). See I.R.C.
§ 415(b). The EGTRRA increased the qualified benefit
limit to $160, 000. See Pub. L. No. 107-16, §
611(a)(1), 115 Stat. at 96; see also I.R.C. §
415(b).[3] Congress provided that the increase to the
qualified benefit limit applied to plan years ending after
December 31, 2001. See Pub. L. No. 107-16, §
611(i)(1), 115 Stat. at 100.
2.
Priority Categories
The
ERISA establishes six categories, in descending order of
priority, to which the Corporation must allocate a terminated
plan's assets upon its termination. See 29
U.S.C. § 1344(a)(1)-(6). The first two priority
categories (“PCs”), which concern benefits
“derived from the participant[s'] mandatory
contributions, ” id. § 1344(a)(2), are
not relevant in this case because the Plan “never
required mandatory employee contributions, ” AR 877.
Therefore, the highest priority category relevant in this
case is PC3, which includes benefits for pilots who were
retired or eligible to retire “as of the beginning of
the [three]-year period ending on the termination date of the
plan, . . . based on the provisions of the plan (as in effect
during the [five]-year period ending on such date) under
which such benefit would be the least.” 29 U.S.C.
§ 1344(a)(3)(A), (B).
PC3
benefits are comprised of the following two categories:
(A) in the case of the benefit of a participant or
beneficiary which was in pay status as of the beginning of
the [three]-year period ending on the termination date of the
plan, to each such benefit, based on the provisions of the
plan (as in effect during the [five]-year period ending on
such date) under which such benefit would be the least, [and]
(B) in the case of a participant's or beneficiary's
benefit (other than a benefit described in subparagraph (A))
which would have been in pay status as of the beginning of
such [three]-year period if the participant had retired prior
to the beginning of the [three]-year period and if his
benefits had commenced (in the normal form of annuity under
the plan) as of the beginning of such period, to each such
benefit based on the provisions of the plan (as in effect
during the [five]-year period ending on such date) under
which such benefit would be the least.
For purposes of subparagraph (A), the lowest benefit in pay
status during a [three]-year period shall be considered the
benefit in pay status for such period.
Id. § 1344(a)(3)(A)-(B). “These
provisions exclude certain benefits from [PC3] based on
whether (1) they were in pay status (i.e., actually being
paid) or could have been in pay status (if an individual had
retired) within three years of the date of the plan
termination and (2) the provisions of the plan creating them
were ‘in effect' within the five-year period prior
to plan termination.” Davis v. PBGC, 734 F.3d
1161, 1165 (D.C. Cir. 2013) (“Davis
II”).
The
other PC relevant to this case is PC5, which includes
“all other nonforfeitable benefits under the plan,
” 29 U.S.C. § 1344(a)(5), that are not guaranteed
by the Corporation, see id. §
1344(a)(4)(A), and has two sub-categories. The first
subcategory, PC5(a), constitutes vested benefits as of five
years prior to the plan's termination. See id.
§ 1344(b)(4)(A) (defining PC5(a) benefits as those
“under the plan as in effect at the beginning of the
[five]-year period ending on the date of plan
termination”). The second subcategory, PC5(b),
constitutes all other vested benefits that went into effect
on a later date, which cannot be funded unless all benefits
in PC5(a) are funded, see id. § 1344(b)(4)(B)
(stating that PC5(b) benefits “shall be
determined” only “[i]f the assets available for
allocation under [PC5(a)] are sufficient to satisfy in full
th[ose] benefits”).
3.
Recovery Benefits
Benefits
that are neither funded by the terminated plan's assets
nor guaranteed by the Corporation may be funded, to the
extent possible, by funds recovered by the Corporation from a
plan's contributing sponsor. See id.
§§ 1322(c); 1362(a)-(b); see also Allied Pilots
Ass'n v. PBGC, 334 F.3d 93, 95-96 (D.C. Cir. 2003)
(“If the terminated plan lacks sufficient funds to
satisfy existing obligations to employees, thus requiring the
PBGC to use its own funds to pay benefits, the PBGC has
authority to recover ‘the total amount of the unfunded
benefit liabilities' from the plan's sponsor and
members of the sponsor's ‘controlled group, '
i.e., entities that belong to the same corporate
family as the sponsor . . . .” (citation omitted)).
When the Corporation recovers unfunded benefit liabilities,
see 29 U.S.C. § 1362(b)(1)(A), it is required
to share a portion of those recoveries under the priority
allocation scheme set forth in § 1344(a), see
id. § 1322(c). The statute designates how the
Corporation should calculate the portion of the recovery
funds available for payment to participants and
beneficiaries: it must “multiply[]-(A) the outstanding
amount of benefit liabilities under the plan (including
interest calculated from the termination date), by (B) the
applicable recovery ratio.” Id. §
1322(c)(2). For plans where “the outstanding amount of
benefit liabilities exceeds $20, 000, 000, ” like the
Plan in this case, the statute defines “recovery
ratio” as the ratio of
(i) the value of the recoveries of the [C]orporation [for a
single-employer plan terminated under a distress termination]
to
(ii) the amount of unfunded benefit liabilities under such
plan as of the termination date.
Id. § 1322(c)(3)(C).
4.
Benefit Determinations and Appeals
The
District of Columbia Circuit has summarized how the
Corporation handles benefit determinations and appeals of
those determinations as follows:
The PBGC makes initial determinations “with respect to
allocation of assets under [29 U.S.C. § 1344].” 29
C.F.R. § 4003.1(b)(4). They are issued in writing and
must “state the reason for the determination.”
Id. § 4003.21. “Any person aggrieved by
an initial determination . . . may file an appeal, ”
id. § 4003.51, to be considered by the PBGC
Appeals Board, which is composed of three PBGC officials,
id. § 4003.2. In a written appeal, appellants
can request to appear before the Board and present witnesses
to testify before the Board. Id. § 4003.54. The
Board has discretion to reject such requests. Id.
§ 4003.55(b). A decision issued by the Appeals Board
“constitutes the final agency action by the PBGC with
respect to the determination which was the subject of the
appeal.” Id. § 4003.59(b).
Davis II, 734 F.3d at 1166 (alterations in
original).
B.
Factual Background
The
plaintiffs in this case, former Delta pilots (or their
beneficiaries), are participants or beneficiaries under the
Plan, which is a single-employer, tax-qualified deferred
benefit plan. Lewis v. PBGC, 197 F.Supp.3d 16, 19
(D.D.C. 2016) (Walton, J.). The relevant facts regarding the
Plan and the Corporation's actions taken with respect to
the Plan are set forth below.
1.
The Plan's Compensation Limit
On June
21, 2001, two weeks after the EGTRRA was passed, see
Pub. L. No. 107-16, § 611(c)(1), 115 Stat. at 38, Delta
and the “pilots in the service of Delta[, ] . . . as
represented by the Air Line Pilots Association,
International” (the “ALPA”), signed the
Pilots Working Agreement (the “PWA”), a
collective bargaining agreement that updated the Plan,
see AR 3411- 12. The PWA provides that any statutory
increase to the compensation limit “will be effective
for the . . . [Plan] as of the earliest date that the
increased [q]ualified [p]lan [l]imits could have become
legally effective for that Plan, had that Plan not been
collectively bargained, ” AR 3697, and that the
provision “will be effective on September 1, 2001,
” AR 3695.
On June
27, 2003, Delta signed the Fourth Amendment to the Delta
Pilots Retirement Plan As Amended and Restated Effective July
1, 1996 (the “Fourth Amendment”). See AR
244, 251. The Fourth Amendment, which states that it is
“[e]ffective July 1, 2002, or such other effective date
as may be provided in a provision below, ” explains
that its purpose is “to reflect certain provisions of .
. . [the] EGTRRA, ” and that it “is intended as
good faith compliance with the requirements of [the] EGTRRA
and is to be construed in accordance with [the] EGTRRA and
guidance issued thereunder.” AR 244. To that end, the
Fourth Amendment adds the following paragraph to the Plan:
The Earnings taken into account in determining benefit
accruals of an Employee in any Plan Year beginning after June
30, 2002 shall not exceed $200, 000 . . . . In determining
benefit accruals of [retired e]mployees . . . in Plan Years
beginning after June 30, 2002, the annual compensation limit
provided in this paragraph for Plan Years beginning before
July 1, 2002 shall be $200, 000, or, if greater, the annual
compensation limit in effect under Section 401(a)(17) of the
Code for that Plan Year . . . .
AR 245.
2.
The Plan's Qualified Benefit Limit
The PWA
provision governing the qualified benefit limit also governs
the compensation limit, and states that any statutory
increase to the qualified benefit limit “will be
effective for the . . . [Plan] as of the earliest date that
the increased [q]ualified [p]lan [l]imits could have become
legally effective for that Plan, had that Plan not been
collectively bargained, ” AR 3697, and that the
provision “will be effective on September 1, 2001,
” AR 3695.
The
Fourth Amendment amended the Plan to incorporate the
EGTRRA's increase in the qualified benefit limit as
follows:
Benefit increases resulting from the increase in the limit of
Section 415(b) of the [Tax] Code under [the] EGTRRA shall be
provided to all current and former participants (with
benefits limited by Section 415(b)) who have an accrued
benefit under the Plan immediately prior to July 1, 2001
(other than an accrued benefit resulting from a benefit
increase solely as a result of the increases in limitations
under Section 415)); provided, however, that such increase
shall only be applied to the annuity payments made from this
Plan to former participants on or after July 1, 2002.
AR 248. The Fourth Amendment also provided that it
shall be effective with the [Plan] year starting on July 1,
2001 for those Employees whose Annuity Starting Date is on or
after July 1, 2001. With respect to [p]articipants whose
Annuity Starting Date was before July 1, 2001, the increased
415 limit . . . shall be effective for annuity payments made
on or after July 1, 2002.
AR 248.
3.
Bankruptcy Proceedings and Letter of Agreement #51
In
September 2005, Delta filed for Chapter 11 bankruptcy in the
United States Bankruptcy Court for the Southern District of
New York (the “Bankruptcy Court”). AR 6.
Thereafter, the Corporation determined that the Plan had
insufficient assets to cover its guaranteed benefit
liabilities as of the proposed date of the Plan's
termination. AR 7. In the course of the bankruptcy
proceedings, Delta negotiated with the ALPA regarding the
Plan's termination and the benefits that non-retired
Delta pilots (the “Active Pilots”) would receive,
which resulted in the execution of Letter of Agreement #51.
See AR 932. Upon approval by the Bankruptcy Court,
Letter of Agreement #51 would modify the PWA by requiring
Delta to issue $650 million in senior unsecured notes to the
ALPA (the “ALPA Notes”), “[i]n the event
the . . . Plan is terminated, ” AR 968, for the
ALPA's distribution among its members, see AR
971 (noting that “[d]istribution mechanics, eligibility
and allocation [of the ALPA Notes] among such pilots or pilot
accounts [would] be determined by [the] ALPA”). Letter
of Agreement #51 also provided the ALPA with a “general
non-priority unsecured claim . . . in the amount of $2.1
billion (the ‘ALPA Claim'), ” AR 967, to be
allocated among the Active Pilots by the ALPA's Delta
Master Executive Council, see AR 966-67.
The
Corporation objected to Delta's motion for the Bankruptcy
Court to authorize the execution of Letter of Agreement #51
on the grounds that the agreement would violate the ERISA.
See AR 1050. The Corporation's objections were
based on its position that the ALPA Notes and the ALPA Claim
(collectively, the “ALPA Payments”) were intended
“to replace unfunded benefits under the Pilots Plan by
using the proceeds to fund follow-on retirement plans and
other payments or distributions to pilots.” AR 1049.
The Corporation argued that the ALPA Notes were intended to
serve as replacement payments for Plan benefits because
Letter of Agreement #51 “provides to the [A]ctive
[P]ilots $650 million in notes if and only if the
Pilots Plan terminates, ” AR 1064, and “the ALPA
claim is clearly intended to make up for some portion of the
[A]ctive [P]ilots' pension benefits lost as a result of
the Pilots Plan termination” because Letter of
Agreement #51 permits the proceeds of the ALPA Claim (as well
as the ALPA Notes) to be received “as retirement
benefits-i.e., on a pre-tax and tax-deferred basis,
” AR 1068.
The
Corporation objected to the execution of Letter of Agreement
#51 because the ALPA Payments would violate the
“ERISA's explicit statutory provision assigning the
claim for a pension plan's total underfunding
exclusively to [the] PBGC, and . . . [would] establish[] a
follow-on arrangement to replace benefits under the Pilots
Plan that may be abusive of the pension insurance
system.” AR 1049-50. The Corporation explained in its
objections that the total amount of unfunded guaranteed
benefits that it can pay to beneficiaries “depends on
the amount [it] recovers for unfunded benefit liabilities
from the plan sponsor and its controlled group.” AR
1053. And, if Letter of Agreement #51 were executed, the
Active Pilots “would recover [u]nfunded [n]onguaranteed
[b]enefits from both the employer, ” in the form of the
ALPA Payments, and from the Corporation once it became Plan
trustee upon the Plan's termination, which would
constitute an improper double recovery that “would be
distributed contrary to the [ERISA] statutory scheme.”
AR 1064.
The
Bankruptcy Court overruled the Corporation's objections
to Letter of Agreement #51, finding no “sufficient
basis . . . to reach the conclusion that [Letter of Agreement
#51] infringes any provision of law or any legal ruling by a
Court, ” AR 453, and authorized Delta and the ALPA to
execute Letter of Agreement #51, see AR 1091, 1093.
The Corporation initially noted an appeal of the Bankruptcy
Court's ruling, see AR 1099-1102, but
subsequently dismissed that appeal, AR 1153, after entering
into a settlement agreement with Delta, AR 1105. In that
settlement agreement, the Corporation received a
“prepetition, general, non-priority unsecured claim
against Delta . . . in the amount of $2.2 billion.” AR
1105; see also AR 1126, 1130.
4.
The Corporation's Allocations and Benefit
Determinations
In
December 2006, Delta and the Corporation executed an
agreement appointing the Corporation as the Plan trustee and
terminating the Plan as of September 2, 2006. See AR
5436- 38. The Corporation valued the Plan's assets at
approximately $1.984 billion and its liabilities at
approximately $4.552 billion. See AR 848, 877. The
Corporation also allocated the “plan liabilities by
priority category” pursuant to the ERISA's
statutory scheme. See AR 877; see also 29
U.S.C. § 1344(a). The Corporation's allocations and
benefit determinations that are the subject of the
plaintiffs' claims in this case are explained in further
detail below.
a.
The Increased Compensation Limit
The
Corporation determined that the increased compensation limit
established by the EGTRRA in 2001, which was incorporated
into the Plan through the PWA in 2001 and the Fourth
Amendment in 2003, see AR 15, did not apply to its
calculations of the plaintiffs' PC3 benefits because the
increased compensation limit did not go into effect until the
plan year beginning on July 1, 2002, see AR 13-14
(“Since the plan year for the Pilots Plan began on July
1 and ended on June 30, [the] $200, 000 limit went into
effect on July 1, 2002 (i.e., the first day of the
plan year beginning after December 31, 2001).”), and
the Plan terminated less than five years later, on September
2, 2006, see AR 2. Accordingly, because the ERISA
requires a benefit to be in effect for five years prior to
the date of the plan's termination in order to qualify as
a PC3 benefit, see 29 U.S.C. § 1344(a)(3), the
Corporation determined that the increased compensation limit
did not apply to its calculations of the plaintiffs' PC3
benefits, see AR 16 (“[T]he benefit amount in
PC3 is based on the plan provisions ‘in effect'
during the five years before the plan's termination date
‘under which such benefit would be the
least.'” (quoting 29 U.S.C. § 1344(a)(3))).
b.
The Increased Qualified Benefit Limit
The
Corporation also determined that although the PWA
incorporated the EGTRRA's increased qualified benefit
limit into the Plan on July 1, 2001, more than five years
prior to the Plan's termination, the PWA did so only for
pilots who were active at that time, i.e., pilots
“who had not retired or separated from service
prior to . . . July 1, 2001.” AR 22. However, for
participants who retired before July 1, 2001, the Plan was
not amended to incorporate the qualified benefit limit
increase until the adoption of the Fourth Amendment in June
2003, which was less than five years prior to the Plan's
termination. See AR 29-30. As a result, the
Corporation applied the increased qualified benefit limit
only for its calculations of the Active Pilots' PC3
benefits, and not for the plaintiffs' PC3 benefits.
See AR 30.
c.
The Recovery Benefits
The
“PBGC determined that the total value of its recoveries
[from Delta] under the settlement was $1, 279, 506, 423 as of
May 3, 2007 (approximately [eight] months after [the
Plan's termination]).” AR 42. But, “[t]o
reflect interest, [the] PBGC discounted th[at] value . . . by
$50, 501, 683, resulting in a . . . recovery value of $1,
229, 004, 740.” AR 43. The Corporation allocated $240,
263, 310 to the Plan's assets, which “significantly
increased the funded PC3 benefits that [the] PBGC pa[id] to
PC3-eligible participants and beneficiaries . . ., which
include[d] the [plaintiffs], ” and allocated $988, 741,
430 to its unfunded benefit liabilities funds. AR 46.
For the
unfunded benefit liabilities funds, the Corporation
calculated the recovery ratio, i.e., “the
percentage of the [P]lan's otherwise unfunded benefits
that bec[a]me funded due to [the] [unfunded benefit
liabilities] recovery, ” which was 38.51%. AR 47. The
Corporation then multiplied the value of the Plan's
unfunded benefit liabilities, as of the date of the
Plan's termination, by the recovery ratio to arrive at a
total figure of $681, 259, 882, which was used “to pay
otherwise unfunded nonguaranteed benefits.”
See AR 47. That amount funded the remainder of the
Plan's PC3 benefit liabilities, see AR 49 n.137,
and almost 52% of the PC5(a) benefit liabilities,
see AR 50. “[T]here were no remaining funds to
allocate to [ ] ¶ 5(b).” AR 50.
The
Corporation determined that the increased compensation and
qualified benefit limits, which it had already determined
could not be applied to the plaintiffs' PC3 benefits,
belonged in the PC5(b) category because those increases were
not “in effect” for the full five-year period
prior to the Plan's termination, as required for
inclusion in PC5(a). See AR 48. Consequently,
because there were no remaining funds to allocate to PC5(b),
the Corporation was unable to pay these increases.
See AR 48.
5.
The Appeals Board's Decision
After
the Corporation issued final benefit determinations for the
Plan's participants and beneficiaries, see AR 2,
the plaintiffs filed a consolidated appeal with the PBGC
Appeals Board raising thirteen issues, see AR 1, 3.
On September 27, 2013, the Appeals Board issued its final
agency decision. See AR 1. The Appeals Board's
conclusions that are relevant to the plaintiffs' claims
in this case are set forth below.
a.
The ALPA Payments
The
plaintiffs argued before the Appeals Board that the
Corporation should have taken into account the ALPA Payments
that the Active Pilots received pursuant to Letter of
Agreement #51 by construing those payments as received
pension benefits under the Plan. See AR 35-36,
40-41. The Appeals Board disagreed, reasoning that
“[t]he ALPA Payments were not made from Plan assets
and, thus, they were never funds that ‘[left] the Plan
just before [the] PBGC assumed its role as statutory
trustee.'” AR 36 (second alteration in original)
(citation omitted). Therefore, the Appeals Board concluded
that the “PBGC [wa]s not required to take the ALPA
Payments into account in allocating the Plan's assets and
[the] PBGC's recoveries.” AR 36. As justification
for its position, the Appeals Board explained:
[The] ERISA does not require [the] PBGC to account for the
ALPA Payments for purposes of allocating the Pilots
Plan's assets and [the] PBGC's recoveries to the
Plan's benefit liabilities. [29 U.S.C. § 1344(a)]
provides that [the] PBGC, upon plan termination, “shall
allocate the assets of the plan (available to provide
benefits) among the participants and beneficiaries of the
plan.” [29 U.S.C. § 1322(c)] provides for [the]
PBGC to allocate a portion of its recoveries under [29 U.S.C.
§ 1362] to benefit liabilities that are neither funded
by plan assets nor guaranteed by [the] PBGC. The ALPA
Payments were never Plan assets, nor were they funds that
[the] PBGC recovered under Title IV of [the] ERISA.
. . . Rather, the ALPA Payments are funds that were
transferred directly from Delta to [the] ALPA pursuant to a
court-approved collective bargaining agreement. Furthermore,
the ALPA Payments did not change the pension liabilities owed
by the Pilots Plan to its ...