                     FOR PUBLICATION

   UNITED STATES COURT OF APPEALS
        FOR THE NINTH CIRCUIT

 GCIU-EMPLOYER RETIREMENT                          No. 17-55667
 FUND; BOARD OF TRUSTEES OF THE
 GCIU-EMPLOYER RETIREMENT                            D.C. Nos.
 FUND,                                            2:16-cv-03391-
      Plaintiffs-Counter-Defendants-                ODW-AFM
                          Appellees,              2:16-cv-03418-
                                                    ODW-AFM
                     v.

 QUAD/GRAPHICS, INC.,                                OPINION
       Defendant-Counter-Plaintiff-
                        Appellant.

        Appeal from the United States District Court
           for the Central District of California
        Otis D. Wright II, District Judge, Presiding

           Argued and Submitted October 10, 2018
                    Pasadena, California

                    Filed December 7, 2018

 Before: Andrew D. Hurwitz and John B. Owens, Circuit
    Judges, and Gregory A. Presnell, * District Judge.

                   Opinion by Judge Hurwitz

     *
       The Honorable Gregory A. Presnell, United States District Judge
for the Middle District of Florida, sitting by designation.
2     GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS

                          SUMMARY **


      Multiemployer Pension Plan Amendments Act

    The panel affirmed the district court’s judgment against
an employer in an action brought under the Multiemployer
Pension Plan Amendments Act of 1980.

    The employer withdrew from a multiemployer pension
plan after its employees voted to decertify a union as their
bargaining representative. Under the terms of a collective
bargaining agreement with the union, the employer had been
required to contribute to the plan. At issue was whether the
plan correctly calculated the employer’s withdrawal liability
under the MPPAA. Reviewing an arbitrator’s decision de
novo, the district court concluded that the plan’s calculation
was correct.

    Affirming, the panel held that the plan correctly applied
a credit for a prior partial withdrawal under 29 U.S.C.
§ 1386(b) against the employer’s complete withdrawal
before calculating the twenty-year limitation on annual
payments provided for in 29 U.S.C. § 1399(c)(1)(B).

  The panel addressed other issues in a concurrently-filed
memorandum disposition.




    **
       This summary constitutes no part of the opinion of the court. It
has been prepared by court staff for the convenience of the reader.
     GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS                3

                         COUNSEL

Mark Casciari (argued), Seyfarth Shaw LLP, Chicago,
Illinois; Kiran A. Seldon, Seyfarth Shaw LLP, Los Angeles,
California; for Defendant-Counter-Plaintiff-Appellant.

Anthony T. Ditty (argued), Law Offices of Anthony T. Ditty,
Escondido, California; Valentina S. Mindirgasova, Cornwell
& Baldwin, Escondido, California; for Plaintiffs-Counter-
Defendants-Appellees.


                         OPINION

HURWITZ, Circuit Judge:

    Under the terms of a collective bargaining agreement
(“CBA”) with the Graphic Communications Conference,
International Brotherhood of Teamsters, Local 826-C (the
“Union”), Quad/Graphics, Inc. (“Quad”) was required to
contribute to a multiemployer pension plan, the GCIU-
Employer Retirement Fund (“the Fund”). After the last of
Quad’s employees voted to decertify the Union as their
bargaining representative in 2011, Quad completely
withdrew from the Fund.

    The Multiemployer Pension Plan Amendments Act of
1980 (“MPPAA”), 29 U.S.C. §§ 1381–1405, imposes
liability on employers withdrawing from pension plans. The
issue in this case is whether, in calculating Quad’s
withdrawal liability, the Fund correctly applied a credit for a
prior partial withdrawal. The district court held that the
Fund correctly applied the partial withdrawal credit set forth
in 29 U.S.C. § 1386(b) against Quad’s complete withdrawal
liability before calculating the twenty-year limitation on
4    GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS

annual payments provided for in 29 U.S.C. § 1399(c)(1)(B).
We agree, and affirm.

I. Background.

    A. The MPPAA.

    The MPPAA creates a disincentive for employers to
withdraw from multiemployer pension plans. Milwaukee
Brewery Workers’ Pension Plan v. Joseph Schlitz Brewing
Co., 513 U.S. 414, 416–17 (1995). It therefore imposes
“withdrawal liability”—an “exit price equal to [the
employer’s] pro rata share of the pension plan’s funding
shortfall . . . distinct from the contributions required to be
made by the plan agreements.” Carpenters Pension Tr.
Fund for N. Cal. v. Moxley, 734 F.3d 864, 870 (9th Cir.
2013) (alteration in original); see also id. (“Even when, upon
an employer’s withdrawal, that employer and every other
participating employer has made every contribution that
ERISA required of them, the plan may nonetheless be
underfunded, resulting in withdrawal liability for the
departing employer.”) (citation omitted).             MPPAA
withdrawal liability is either “partial”—imposed when “the
employer permanently ceases to have an obligation to
contribute under one or more but fewer than all collective
bargaining agreements under which the employer has been
obligated to contribute under the plan”—or “complete”—
imposed when the employer “permanently ceases to have an
obligation to contribute under the plan.” 29 U.S.C.
§§ 1383(a)(1), 1385(b)(2)(A)(i).

    B. Facts.

   Quad, a commercial printing business, acquired
Quebecor World (USA) Inc. in 2010. Under CBAs
governing various facilities, Quebecor was obligated to
        GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS                        5

contribute to the Fund. In 2009, employees at the Memphis
Quebecor facility voted to decertify their union
representation, and Quebecor ceased participating on their
behalf. Quad assumed the obligation to contribute to the
Fund with respect to the remaining Quebecor facilities when
it acquired Quebecor. But, by 2011, employees at all other
former Quebecor facilities had decertified their union
representation, and Quad completely ceased its participation
in the Fund.

    In calculating Quad’s liability for the 2011 complete
withdrawal, the Fund gave Quad a credit for the partial
withdrawal liability imposed after the 2009 Memphis facility
withdrawal. See 29 U.S.C. § 1386(b). 1 The MPPAA also
provides for a twenty-year limitation on annual payments
made to discharge the employer’s complete withdrawal
liability. Id. § 1399(c)(1)(B). 2 The Fund applied that
limitation after first applying the § 1386(b) credit against
Quad’s liability.       Quad disputed the sequence of
calculations, claiming the twenty-year limitation should be


    1
        Section 1386(b)(1) provides:

          In the case of an employer that has withdrawal liability
          for a partial withdrawal from a plan, any withdrawal
          liability of that employer for a partial or complete
          withdrawal from that plan in a subsequent plan year
          shall be reduced by the amount of any partial
          withdrawal liability (reduced by any abatement or
          reduction of such liability) of the employer with
          respect to the plan for a previous plan year.

    2
       Section 1399(c)(1)(B) provides: “In any case in which the
amortization period . . . exceeds 20 years, the employer’s liability shall
be limited to the first 20 annual payments determined under [this
section].”
6       GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS

calculated first, and then be reduced by the partial
withdrawal credit.

    C. Procedural History.

   The parties originally submitted the dispute to
mandatory arbitration.        See 29 U.S.C. §§ 1381(a),
1401(a)(1). The arbitrator found the Fund had correctly
applied the credit before the debt forgiveness provision.

    Quad sought review of the arbitrator’s decision in the
district court under 29 U.S.C. § 1401(b)(2), which allows for
de novo review of the arbitrator’s conclusions of law. See
CMSH Co. v. Carpenters Tr. Fund for N. Cal., 963 F.2d 238,
240 (9th Cir. 1992). The district court held that the Fund
correctly sequenced the application of the partial withdrawal
credit and the twenty-year limitation. We have jurisdiction
of Quad’s appeal from the district court’s judgment under
28 U.S.C. § 1291 and affirm. 3

II. Discussion.

    The MPPAA contains a “detailed set of rules for
determining” the withdrawal liability charge. Milwaukee
Brewery, 513 U.S. at 417–18. Three sections of the statute
are at issue here: §§ 1381, 1386, and 1399.

    A. Section 1381.

    The MPPAA provides step-by-step instructions for
calculating employer withdrawal liability in 29 U.S.C.
§ 1381(b)(1). Section 1381(b)(1) instructs employers to

    3
       In a memorandum disposition filed today, we also affirm the
district court’s holding that Quad again partially withdrew from the Fund
in 2010 after union decertification at its Versailles, Kentucky, facility.
     GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS                 7

calculate “the allocable amount of unfunded vested
benefits,” and then make a series of adjustments to that sum:

       (A) first, by any de minimis reduction
           applicable under section 1389 of this title,

       (B) next, in the case of a partial withdrawal,
           in accordance with section 1386 of this
           title,

       (C) then, to the extent necessary to reflect the
           limitation on annual payments under
           section 1399(c)(1)(B) of this title, and

       (D) finally, in accordance with section 1405
           of this title.

29 U.S.C. § 1381(b)(1).

       1. The Section 1386 Adjustment.

    The first adjustment at issue to this appeal is specified by
§ 1381(b)(1)(B), which provides for an adjustment “next, in
the case of a partial withdrawal, in accordance with section
1386.” Id. Section 1386(a) explains that “[t]he amount of
an employer’s liability for a partial withdrawal” is a pro rata
fraction of the liability the employer would have faced for a
complete withdrawal. 29 U.S.C. § 1386(a). Section 1386(b)
then credits the employer for any charges previously
imposed for a prior partial withdrawal and reduces the
liability arising from the present withdrawal—whether
complete or partial—accordingly. Id. § 1386(b).
8       GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS

         2. The Section 1399(c)(1)(B) Adjustment.

      The next step in the process is described in
§ 1381(b)(1)(C), which provides for an adjustment “then, to
the extent necessary to reflect the limitation on annual
payments under section 1399(c)(1)(B).” Section 1399(c)
contains an “unusual” method under which an employer can
opt to satisfy a complete withdrawal liability, with interest,
in installments. Milwaukee Brewery, 513 U.S. at 418. 4 In a
traditional loan repayment, a “borrower would normally ask
. . . what is the amount of each of my monthly payments”
over a fixed time period. Id. The MPPAA, by contrast,
“fixes the amount of each payment and asks how many such
payments there will have to be.” Id. Then, § 1399(c)(1)(B)
“forgives all debt outstanding after 20 years.” Id. at 419.

    B. The Withdrawal Liability Calculation.

     The question posed by Quad on appeal is whether the
Fund properly applied the § 1386(b) prior partial withdrawal
credit before calculating the § 1399(c)(1)(B) annual
payment limitation. Section 1381 provides the clear answer
to that question. The statute unambiguously provides that
first after calculating the employer’s complete withdrawal
liability (and making any adjustment required under
§ 1381(b)(1)(A), a provision not at issue here), any
adjustment for a partial withdrawal required by § 1386
comes “next.” 29 U.S.C. § 1381(b)(1)(B). It is only after
that, or “then,” that the statute provides for calculation of the



    4
      Alternatively, an employer can pay its entire liability in a lump
sum, avoiding interest charges. 29 U.S.C. § 1399(c)(4); see Bay Area
Laundry & Dry Cleaning Pension Tr. Fund v. Ferbar Corp. of Cal.,
522 U.S. 192, 196–97 (1997).
        GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS                       9

debt forgiveness provision in § 1399(c)(1)(B).                       Id.
§ 1381(b)(1)(C).

    “When the statutory language is unambiguous . . . , our
inquiry comes to an end.” Hooks v. Kitsap Tenant Support
Servs., Inc., 816 F.3d 550, 562 (9th Cir. 2016). “[W]e give
effect to the unambiguous words Congress actually used.”
Id. But, we also note that Quad’s position makes no practical
sense. The § 1386(b) prior partial withdrawal credit reduces
the employer’s complete withdrawal liability.             The
§ 1399(c)(1)(B) provision, which forgives debt, can only
logically be applied after that withdrawal liability is
calculated. See Milwaukee Brewery, 513 U.S. at 419. The
§ 1386(b) credit reduces the employer’s debt, and an
employer cannot be forgiven a debt for which it is not liable.

    In arguing to the contrary, Quad cites a 1985 Pension
Benefit Guaranty Corporation (“PBGC”) opinion letter, 5 and
an     informal    2016     agency      publication. 6   But,
“[i]nterpretations such as those in opinion letters—like
interpretations contained in policy statements, agency
manuals, and enforcement guidelines, all of which lack the
force of law—do not warrant Chevron-style deference.”
Christensen v. Harris Cty., 529 U.S. 576, 587 (2000).
Rather, such interpretations are only “entitled to a measure
of deference proportional to [their] power to persuade, in
accordance with the principles set forth in Skidmore v. Swift
Co.,” 323 U.S. 134 (1944). Tablada v. Thomas, 533 F.3d
800, 806 (9th Cir. 2008). Under Skidmore review, we

    5
        Pension Benefit Guar. Corp., Opinion Letter 85-4 (Jan. 30, 1985).

    6
      Pension Benefit Guar. Corp., 2016 Enrolled Actuaries Meeting:
Questions to the PBGC and Summary of Their Responses (Apr. 21,
2016).
10      GCIU EMPLOYER RET. FUND V. QUAD/GRAPHICS

consider “the interpretation’s thoroughness, rational
validity, consistency with prior and subsequent
pronouncements, the logic and expertness of an agency
decision, the care used in reaching the decision, as well as
the formality of the process used.” Id. (quoting Wilderness
Soc’y v. U.S. Fish & Wildlife Serv., 353 F.3d 1051, 1068 (9th
Cir. 2003)) (quotation marks omitted).

    Neither agency interpretation is persuasive. The 1985
opinion letter does not purport to rely on agency expertise,
but merely misconstrues the plain language of § 1381. And,
the 2016 publication disclaims its own value: it expressly
states that it does “not represent the positions of the Pension
Benefit Guaranty Corporation . . . and cannot be relied upon
by any person for any purpose. Moreover, PBGC has not in
any way approved this booklet or reviewed it to determine
whether the statements herein are accurate or complete.”

III.     Conclusion.

    Section 1381(b)(1) plainly dictates the order of
operations in calculating withdrawal liability: the
adjustments described in 29 U.S.C. § 1386, including the
prior partial withdrawal credit in § 1386(b), precede the
adjustment described in § 1399(c)(1)(B).       29 U.S.C.
§ 1381(b)(1)(B)–(C). We therefore affirm.

       AFFIRMED.
