## F I L E D United States Court of Appeals Tenth Circuit 

### AUG 3 1998 

### PATRICK FISHER Clerk PUBLISH UNITED STATES COURT OF APPEALS

TENTH CIRCUIT

In re: CF&I FABRICATORS OF UTAH, INC., et al. Reorganized Debtors.

PENSION BENEFIT GUARANTY CORPORATION, Appellant,

v. CF&I FABRICATORS OF UTAH, INC.; COLORADO & UTAH LAND COMPANY; KANSAS METALS COMPANY; ALBUQUERQUE METALS COMPANY; PUEBLO METALS COMPANY; DENVER METALS COMPANY; PUEBLO RAILROAD SERVICE COMPANY; CF&I FABRICATORS OF COLORADO, INC.; CF&I STEEL CORPORATION; COLORADO & WYOMING RAILWAY COMPANY; UNSECURED CREDITORS COMMITTEE; UNITED STEELWORKERS OF AMERICA AFL-CIO-CLC; WILLIAM J. WESTMARK, Trustee of the Colorado & Wyoming Railway Company, Appellees. No. 97-4121-2-

In re: CF&I FABRICATORS OF UTAH, INC., et al. Reorganized Debtors.

PENSION BENEFIT GUARANTY CORPORATION, Appellant, v. No. 97-4122 CF&I FABRICATORS OF UTAH, INC.; COLORADO & UTAH LAND COMPANY; KANSAS METALS COMPANY; ALBUQUERQUE METALS COMPANY; PUEBLO METALS COMPANY; DENVER METALS COMPANY; PUEBLO RAILROAD SERVICE COMPANY; CF&I FABRICATORS OF COLORADO, INC.; COLORADO & WYOMING RAILWAY COMPANY, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF UTAH (D.C. Nos. 93-CV-744-B and 96-CV-202-B)
Susan E. Birenbaum (James J. Keightley, General Cou nsel; William G. Beyer, Deputy General Counsel; Israel Goldowitz, AssistantGeneral Counsel; Garth D. Wilson, Attorney; Nathaniel Rayle, Attorney; and Ke nneth J. Cooper, Attorney, Pension Benefit Guaranty Corporation, Office of the General Counsel, Washington, D.C.; and Charles G. Cole, Steptoe & Jo hnson, L.L.P., Washington, D.C., with her on the briefs), Assistant General Co unsel, Pension Benefit Guaranty Corporation, Washington, D.C., for Appellant.-3-

Frank Cummings (Steven J. McCardell, LeBoeuf, Lamb, Greene & MacRae, L.L.P., Salt Lake City, Utah; Weston L. Harris and Steven T. Waterman, Ray, Quinney & Nebeker, Salt Lake City, Utah; Joseph E. O’Leary and Scott A. Faust, Choate, Hall & Stewart, Boston, Massachusetts, withhim on the briefs), LeBoeuf, Lamb, Greene & MacRae, L.L.P., Washington, D.C., fo r Appellees Reorganized CF&I Fabricators of Utah, Inc., et al. Richard M. Seltzer (Ann E. O’Shea, Richard A. Brook , and Mimi Hart, Cohen, Weiss and Simon, New York, New York; Carl B. Franke l and Paul Whitehead, United Steelworkers of America AFL-CIO-CLC, Pittsbu rgh, Pennsylvania, with him on the briefs), Cohen, Weiss and Simon, New York, New York, for Appellee United Steelworkers of America AFL-CIO-CLC.

Before PORFILIO , MCKAY, and TACHA , Circuit Judges.

PORFILIO , Circuit Judge.

In this appeal we are asked to determine whether cl aims for a Chapter 11 debtor’s minimum contributions to an employee pensi on plan are entitled to tax or administrative priority in bankruptcy. In addition , we must determine which valuation method should be used to calculate the pr esent value of unfunded benefit liabilities owed by CF&I Steel Corporation and its subsidiaries (CF&I), Appellees-Debtors in this case.-4-

This inquiry comes to us because of a conflict betw een provisions of the Employee Retirement Income Security Act (ERISA) andthe Bankruptcy Code. Appellant Pension Benefit Guarantee Corporation (PB GC), a private governmental corporation modeled after the Federal Deposit Insurance Corporation and charged statutorily with protecting and preserving private pension plans, seeks to recover sums by way of prio rity claims from CF&I’s Chapter 11 bankruptcy estate. PBGC bases its right s to bankruptcy priority chiefly upon powers and rights vested in it by ERIS A, but not the Bankruptcy Code. The major controversy between the parties is whether the ERISA provisions carry over into bankruptcy or whether PB GC comes to Chapter 11 like any other unsecured creditor. After consideration of all the arguments, we conclude PBGC is not entitled to special rights in bankruptcy and its ERISA powers and rights do not give it priority over the other unsecured creditors of
CF&I’s estate.

A. Background Prior to the economic events which eventually led C F&I into Chapter 11, it sponsored a defined benefit pension plan subject to the termination provisions of Title IV of ERISA. An employer’s choice to initiat e such a pension plan is totally voluntary; however, once that plan is established, the employer must meet the-5-

minimum funding standards prescribed in the Interna l Revenue Code (IRC) and ERISA. Moreover, the employer must meet these stan dards until its plan is terminated either voluntarily by the employer or in voluntarily by PBGC. CF&I met its funding obligations until a decline in economic conditions of the American steel industry left it unable to make minimum funding contributions of approximately $14 million. This state of affair s led CF&I into filing a Petition for Relief under Chapter 11 of the Bankrup tcy Code. CF&I continued to operate its businesses as debtor- in-possession and made substantial contributions to non-PBGC insured emplo yee benefit plans providing health and life insurance. Although CF&I made no c ontributions to its pension plan, it did not seek voluntary termination. Final ly, when the assets of the estate dwindled, PBGC terminated the plan and became its s tatutory trustee. See 29 U.S.C. § 1342 (“The [PBGC] may institute proceeding s under this section to terminate a plan whenever it determines that ... th e plan has not met the minimum funding standard required under section 412 of Titl e 26 ....”). Subsequently, CF&I achieved confirmation of a negot iated plan of reorganization which, among other provisions, set a side a sum of money as an “Appeal Fund” preserving PBGC’s right to pursue its claims against that fund. PBGC has agreed to limit its recovery, if any, to t he amount set aside.-6-

PBGC filed two claims against the estate. The firs t was in the amount of $64,874,511 for CF&I’s unpaid contributions to the benefit plan. The second was in the amount of $263,200,000 for unfunded benefit liabilities accruing because of the lack of assets in the benefit plan. For rea sons we shall discuss later, PBGC asserted its claims were entitled to priority payme nt as a tax claim and were a cost of the estate entitled to priority as an administrative claim. The bankruptcy court held PBGC was entitled to an a dministrative priority claim for the post-petition component of its unpaid contributions claim attributable to post-petition services of employees . However, the court denied tax priority or administrative priority for amounts oth er than these post-petition costs. The district court affirmed these decisions. However, the district court reversed the bankruptcycourt’s holding that PBGC’s unfunded benefits claim, which must be reduc ed to present value to be allowed, should be valued in accordance with PBGC’s regulatory system and not by Bankruptcy Code standards. Finding an inexorabl e conflict between ERISA and the Bankruptcy Code, the court held the Bankrup tcy Code must dominate. Hence, it concluded, “the actuarial present value o f guaranteed benefits in a reorganization context [must be] determined accordi ng to bankruptcy law.” On remand, the bankruptcy court applied the “prudent-i nvestor” valuation method and-7-

allowed PBGC a general unsecured claim in the amoun t of $124,441,000 as the present value of CF&I’s unfunded benefit plan futur e liabilities. On appeal to this court, PBGC contends the districtcourt erred by denying tax priority to its first claim based on unpaid pas t plan contributions in excess of $1 million and administrative priority to its entir e claim for unpaid plan contributions. It also contends the court erred byrefusing to use PBGC’s regulatory methodology to determine the present val ue of the unfunded benefits claim.

B. Tax Priority PBGC argues because of specific provisions in ERISA , we should conclude Congress expressly directed that CF&I’s unpaid mini mum funding contributions in excess of $1 million must be treated as taxes an d accorded tax priority under the Bankruptcy Code. The district court’s denial o f tax priority is a conclusion of law which we review de novo. Broitman v. Kirkland (In re Kirkland) , 86 F.3d 172, 174 (10th Cir. 1996). PBGC’s argument is grounded upon 26 U.S.C. § 412(n) (1)(B) which provides, when unpaid minimum funding contributions exceed $1 million, “then there shall be a lien in favor of the plan ... upon all property, whether real or1 See 26 U.S.C. § 4971(a), which states:
Initial tax.–For each taxable year of an employer who maintains a plan to which section 412 applies, ther e is hereby imposed a tax of 10 percent (5 percent in the case of a multiemployer plan) on the amount of the accumulated funding defi ciency under the plan, determined as of the end of the plan year end ing with or within such taxable year. -8- personal, belonging to such person ....” Moreover, 26 U.S.C. § 412(n)(4) (1990) adds: (B) Period of lien. -- The lien imposed by paragraph (1) shall arise on the 60th day following the due date for the required in stallment .... (C) Certain rules to apply -- Any amount with resp ect to which a lien is imposed under paragraph (1) shall be treated as tax es due and owing the United States and rules similar to the rules of sub sections (c), (d), and (e) of section 4068 of the Employee Retirement Income S ecurity Act of 1974 shall apply with respect to a lien imposed by subse ction (a) and the amount with respect to such lien. The first question we must resolve, however, is to what extent these ERISA provisions are applicable in bankruptcy. To resolv e the question, both parties point to United States v. Reorganized CF&I Fabricators, Inc. (In re CF&I Fabricators (I)) , 518 U.S. 213 (1996), where the Court examined whe ther an “exaction ought to be treated as a tax [in bankrupt cy] ... without some ... dispositive direction [from Congress].” Id. at 219. At issue was an exaction under the IRC of 10% on the amount of the accumulat ed funding deficiency of CF&I’s Plan for which the IRS asserted a tax priori ty claim. 1 Although the IRC-9-

defines the exaction as a “tax,” the Court stated, “characterizations in the Internal Revenue Code are not dispositive in the bankruptcy context ....” Id. at 224. To determine whether Congress intended the exaction s be given tax treatment in the bankruptcy context, the Court firs t looked for some “explicit connector between” the IRC provision and the Bankruptcy Code. Finding no link, the Court “looked behind the label placed on the ex action” and conducted a “functional examination” of the provision in questi on to determine whether it was “‘a pecuniary burden laid upon individuals or prope rty for the purpose of supporting the Government.’” Id . (quoting New Jersey v. Anderson , 203 U.S. 483, 492 (1906)). CF&I argues there is no “explicit connector” betwee n § 412(n) and the Bankruptcy Code; therefore, we must apply the “func tional examination” to determine if the exaction in this case qualifies as a tax. In pursuit of that examination, it reasons because PBGC is a privatelyfunded entity, the payment of the minimum benefits contribution cannot possibly b e “for the purpose of supporting the Government.” Thus, CF&I concludes, those required payments do not meet the definition of a tax. In response, the PBGC insists there is a connectionbetween § 412(n) and the Bankruptcy Code in this case because, unlike In re CF&I Fabricators (I) , the ERISA provision specifically “connects” to the Bankruptcy Code. PBGC points-10-

to that portion of § 412(n)(4)(C) which states, “[a ]ny amount with respect to which a lien is imposed ... shall be treated as tax es ... and rules similar to the rules of subsections (c), (d), and (e) of section 4 068 of [ERISA] shall apply ....” Moreover, § 4068(c) adds, “[i]n a case under Title 11 or in insolvency proceedings, the lien imposed under subsection (a) of this section shall be treated in the same manner as a tax due and owing to the Un ited States for purposes of Title 11 ....” 29 U.S.C. § 1368(c). Reading these provisions together, we can see at le ast a tangential connection between § 412(n) and the Bankruptcy Code . The deciding question, however, is whether they constitute an “explicit co nnection” withing the meaning of In re CF&I Fabricators (I) . We do not believe they do. As we read the Court’s analysis, the key to whethera statutory provision is “explicit” in this context is whether the Bankruptcy Code adopts and makes specific reference to the provisions of the other l aw. In re CF&I Fabricators (I) , 518 U.S. at 220. In this case, even though ERISAtangentially refers to “a case under Title 11 or in insolvency proceedings,” the defect in the statutory construct found in In re CF&I Fabricators (I) is still present. That is, Congress made no specific reference in 11 U.S.C. § 507(7) to 29 U.S.C. § 412(n)(4). As a consequence, the relationship established between E RISA and the Bankruptcy Code is not explicit by definition. Thus, we concl ude there is no expressed2 See County Sanitation Dist. No. 2 v. Lorber Indus., Inc. (In re Lorber

Indus., Inc.), 675 F.2d 1062, 1066 (9th Cir. 1982).

3 Although the cases do not involve ERISA contributio ns, we choose to follow the paradigm because of its rationality. -11- congressional intent that the “tax treatment” descr ibed in § 412 was meant to apply in the bankruptcy context. This conclusion takes us into the functional analys is initiated in In re
CF&I Fabricators (I) . The quest begins with City of New York v. Feiring , 313 U.S. 283 (1941), in which the Court instructed tax priority in bankruptcy “extends to those pecuniary burdens laid upon individuals ortheir property, regardless of their consent, for the purpose of defraying the expenses of govern ment or of undertakings authorized by it.” Id. at 285 (emphasis added). As we have noted recently in United Mine Workers 1992 Benefit Plan v. Rushton (I n re Sunnyside Coal Co.) , No . 97-1276, 1998 WL 380966 (10th Cir. Colo. July 9, 1998), ___ F.3d ___ (10th Cir. 1998), this analysis was sharpened in LTV Steel Co. v. Shalala (In re Chateaugay Corp.) , 53 F.3d 478 (2d Cir. 1995), which followed the lead of the Ninth Circuit 2 in setting forth four factors for determining whether contributions required of a deb tor are entitled to tax priority in bankruptcy. 3 If the contributions are: 1. An involuntary pecuniary burden, regardless of name, laid upon the individuals or property; 2. Imposed by, or under authority of the legislature ;4 The bankruptcy court and district court both determ ined PBGC’s minimum

contributions claim was not entitled to this tax pr iority because the lien of § 412(n) did not arise prior to CF&I’s bankruptcy p etition. Section 412(n)(4)(B) states the lien imposed “shall arise on the 60th day following the due date ....” Here, the due date for CF&I’s minimum contribution was less than 60 days before the Debtors filed bankruptcy; hence, the automatic stay of bankruptcy would have prevented the lien from arising. As Debtors insist , “the automatic stay prevented any liens from affixing, being created, perfected, or enforced.” Our holding here makes consideration of this point moot.-12- 3. For public purposes, including the purposes of de fraying expenses of government or undertakings authorized b y it; 4. Under the police or taxing power of the state; the contributions have the functionality of a tax a nd claims for those contributions are entitled to tax priority. This analysis dispos es quickly of PBGC’s basic contention. We believe the ERISA contribution fails the third e lement of the Chateaugay test. PBGC admits the contributions are directed t o and for the protection of individual benefit plans. Thus, the object of the contributions is not to defray the expenses of the government or any governmental unde rtaking, but rather, is to finance a private obligation. Although mandated by statute, there is simply no credible argument that the required payments fund e ither a function of the United States or any of its undertakings. It thus follows PBGC’s claim for unpaid minimum contributions is not to be accorded tax pri ority. 4-13- C. Administrative Priority PBGC next argues if its minimum contributions claimdoes not qualify as a priority tax claim, it is still entitled to a prior ity administrative claim because the contributions were “actual, necessary costs and exp enses of preserving the estate ... for services rendered after the commencement of the case.” 11 U.S.C. § 503(b)(1)(A)
. PBGC argues we should be governed by the reasoning of Reading
Co. v. Brown , 391 U.S. 471 (1968).
In Reading , a case under the former Bankruptcy Act, the Courtgranted administrative priority to a claim for post-petitio n “damages resulting from the negligence of the receiver.” Later cases have expa nded this analysis. See, e.g., Cumberland Farms, Inc. v. Florida Dep’t of Envtl. Protection , 116 F.3d 16 (1st Cir. 1997) (fine for violation of financial respons ibility provision of environmental laws); Alabama Surface Mining Comm’n v. N.P. Mining Co. (I n re N.P. Mining Co.) , 963 F.2d 1449 (11th Cir. 1992) (civil penalties f or violations of the Alabama Surface Mining Act). At a minimum, these cases dem onstrate a judicial willingness to extend administrative claim status to tortious d amages incurred post-petition and statutory penalties in the environmental law arena incurred post-petition. For PBGC’s argument to succeed, therefore, the minimum contributions would have to be statutory and post-petition.-14-

In support of its position that the minimum contrib utions are a statutory requirement, PBGC cites the provision requiring sat isfaction of the minimum funding standard. 29 U.S.C. § 1082(a)(1). PBGC th en notes CF&I was obliged to meet these statutory obligations until the Plan was terminated and maintains that obligation continued even during bankruptcy, relyin g upon In re New Center Hosp. , 200 B.R. 592, 593 (E.D. Mich. 1996) (“Courts have held that statutory obligations that bind the debtor will subsequently bind the bankruptcy trustee.”). PBGC argues this provision makes clear the minimum contributions claim in this case arises out of a statutorily required post-peti tion obligation that could not be abandoned. CF&I responds this contention overlooks the fact th e CF&I pension plan was written, collectively bargained, relied upon, and w as part of the consideration for the work performed by its beneficiaries in the deca des before its bankruptcy. Moreover, CF&I reminds, the Bankruptcy Code itself recognizes contributions to pension plans are compensation for services and, th us, by definition are contractual in nature. See , e.g. , 11 U.S.C. § 507(a)(4) (granting a fourth priorityto “allowed unsecured claims for contributions to an employee benefit plan ... (a) arising from
services rendered within 180 days before the date of the filing of t he petition ....” (emphasis added)). Curiously, PBGC’s own Reply Brief boosts CF&I’s arg ument in stating:-15-

In this case CF&I and the USWA bargained for pensio n benefits that the company later found it could not afford. These parties together could have agreed, either before or after bankruptc y, to terminate the Pension Plan (“Plan”) voluntarily before contributi ons went unpaid and the funding gap widened. It is evident the plan and the obligations arising from it were a matter of contractual bargaining and agreement between an emp loyer and its employees. The fact a statute provides the means by which they may terminate their agreement does not trump the contractual nature of the benefits pl an. Even if we were to assume the contributions were st atutory in nature, the Readingline of cases only allows administrative priority for post-petition
expenses. See In re Sunarhauserman, Inc. , 126 F.3d 811, 817 (6th Cir. 1997) (“To be sure, the Readingrationale allows administrative expense priority i n the absence of a post-petition benefit to the estate. However, even in Readingand cases following it, the debt at issue arose post-pe tition.”). Hence, the issue devolves to whether the minimum contributions are p re- or post-petition debts. CF&I argues the claims are “derived from pension cr edits under a pension plan, all of which were earned by pre-petition cons ideration consisting of the labor of the pension plan’s participants who did the workthat earned these pensions.” This position rests on the principle that liabiliti es are not incurred post-petition simply because they become due post-petition. See, e.g., Trustees of Amalgamated Ins. Fund v. McFarlin’s, Inc. , 789 F.2d 98, 101 (2d Cir. 1986);-16-

LTV Corp. v. PBGC (In re Chateaugay Corp.) , 115 B.R. 760, 775 (Bankr. S.D.N.Y. 1990) (vacated) (“The PBGC’s right to paym ent upon termination was, on the petition date, a classic pre-petition contingen t claim. The post-petition termination of the pension plans did not transform the PBGC’s contingent prepetition claims into post-petition claims.”); LTV Corp. v. PBGC (In re Chateaugay Corp.) , 130 B.R. 690, 697 (S.D.N.Y. 1991) (“PBGC’s claims are prepetition contingent claims because labor giving ris e to the pension obligations was performed pre-petition.”); In re Sunarhauserman, Inc. , 126 F.3d at 819. In contrast, PBGC points to the Coal Industry Retir ee Health Benefit Act of 1992, 22 U.S.C. §§ 9701-9722, (Coal Act), and cases in which courts under its provisions wrestled with bankruptcy priorities, mos t notable of which is LTV Co. v. Shalala (In re Chateaugay Corp.) , 154 B.R. 416 (S.D.N.Y. 1993), aff’d, 53 F.3d 478 (2d Cir. 1995). [T]here is no doubt that the charges incurred by LT V Steel not only are a result of its association with previous collectiv e bargaining agreements, but also are a direct consequence of it s continued corporate existence; the Coal Act only imposes obli gations on signatories which are still “in business.” Thus, t he charges stem from LTV Steel’s continued operation in Chapter 11, and as such are costs of doing business best classified as “administrativ e expenses” within the Bankruptcy Code scheme.
Id. at 422 (footnote omitted). We do not find the Coal Act cases helpful here. Th e nature of the Coal Act claims was fundamentally different from the claim p resented in this case because5 However, to the extent PBGC’s claims are based on the labor of the

workers during the post-petition period until termi nation, they have a postpetition administrative claim. In fact, the bankruptcy court has already allowed that claim.

6 A major portion of the Appeals Fund will accrue to interests represented by USWA if the judgment of the district court is af firmed. -17- the Coal Act claims are entitled to priority as a t ax. In re Sunnyside Coal Co. , No . 97-1276, 1998 WL 380966, at *4. Inasmuch as the co ntributions in this case are not taxes, we can draw no parallels from the Coal A ct cases that would apply here. 5 Pointedly, asserting a separate interest from that of the Debtors, Appellee United Steel Workers of America (USWA) 6 suggests when Congress wanted to give administrative priority to claims, it did so by ame nding the Bankruptcy Code. In particular, USWA cites 11 U.S.C. § 1114, in which C ongress provided that payment of retiree medical benefits due during bankruptcy “ has the status of an allowed administrative expense.” In contrast, Congress has not amended the Bankruptcy Code to provide administrative status for the PBGC’ s minimum funding contribution claim. We hold that claim is not enti tled to administrative priority in this case.

D. Valuation of the Unfunded Benefits Claim We turn now to the problem of valuing the claim forliabilities that accrued for plan benefits when PBGC terminated the plan. I nasmuch as those liabilities are-18-

for beneficiaries’ payments that extend into the fu ture, the amount of the liability must be reduced to present value so the debt can be dealt with under the reorganization plan. While the parties agree to th e necessity for such a valuation, they disagree over the methodology to be employed. The dispute is significant because the proffered methods produce marked differ ences of $222,866,000 if PBGC’s approach is utilized or $124,441,000 if CF&I prevails. The district court chose the latter, and PBGC claims the choice was er roneous. To insure the relative equality of payment between claims that mature in the future and claims that can be paid on the date of b ankruptcy, the Bankruptcy Code mandates that all claims for future payment must be reduced to present value. 11 U.S.C. § 502(b) (“[T]he court ... shall determine t he amount of such claim in lawful currency of the United States as of the date of the filing of the petition ....”). Accepting the need to discount the amount of the cl aim, the parties disagree only over the approach to valuation because of two ERISAprovisions. The first, 29 U.S.C. § 1362(b)(1)(A), provides: [L]iability to [PBGC] shall be the total amount of the unfunded benefit liabilities (as of the termination date) to all participants and beneficiaries under the plan .... The second, 29 U.S.C. § 1301(a)(18), defines the “a mount of unfunded benefit liabilities” as: the excess (if any) of --7 Because the liabilities of a terminating benefit pl an are usually satisfied by

the plan’s purchase of annuities from private insur ance companies, PBGC’s methodology “produces a value of benefit liabilitie s in line with prices of insurance company annuity contracts issued to coversuch benefits.” The PBGC adjusts the rates quarterly using data from insuran ce company annuity price quotes. -19-

(A) the value of the benefit liabilities under the p lan (determined as of such date on the basis of assumpt ions prescribed by [PBGC] for purposes of section 1344 o f this title), over (B) the current value (as of such date) of the asset s of the plan. PBGC maintains this combination of statutes represe nts an express delegation of rule-making power to PBGC to determin e the present value of its claims for terminated plans. PBGC argues, “Congres s mandated that the assumptions used to determine the present value of benefit liabilities under terminated pension plans be the same assumptions us ed for purposes of valuing a plan’s benefits under 29 U.S.C. § 1344.” 7 PBGC relies upon Batterton v. Francis , 432 U.S. 416 (1977), and Chevron
v. NRDC, 467 U.S. 837 (1984), to remind us when Congress d elegates rule-making power, the rule enacted has the force of law. In a ddition, it maintains the district court should have applied ERISA as an “external law ” to determine the validity and amount of the claim in bankruptcy. See Landsing Diversified Properties -- II v. First Nat’l Bank & Trust Co. (In re Western Real Es tate Fund, Inc.) , 922 F.2d 592, 595-97 (10th Cir. 1990).-20-

Although valid in other contexts, we do not believe these principles are applicable here. First, as noted by CF&I, 29 U.S.C . § 1301(a)(18) defines the amount of unfunded benefit liabilities “for purpose s of this title [ERISA]” only. Therefore, its terms cannot extend to bankruptcy. Second, 29 U.S.C. § 1301(a)(18) conflicts with prov isions of the Bankruptcy Code, and, as the district court held, this conflic t must be controlled by the Bankruptcy Code. Indeed, the very action in which the claim arises is, after all, bankruptcy. Congress has provided very precise contours of how claims that are administered in Chapter 11 are to be decided, and h as pronounced as a cardinal rule that all claims within the same class must be treat ed alike. 11 U.S.C. § 1123 (a)(4). That principle would be violated here if PBGC’s int erpretation of § 1301(a)(18) were adopted because PBGC’s discount rate would app ly only to it and not any other general unsecured creditor. Congress has mad e clear when ERISA conflicts with another provision of federal law, ERISA must b e subordinated. 29 U.S.C. § 1144(d). Nothing in the ERISA sections relied upon by PBGC i mplies a carry-over into the realm of bankruptcy to allow PBGC to set i ts own valuation methodology. Even though that methodology was adopted in the exe rcise of PBGC’s administrative authority, we have no doubt of its i napplicability in the world of bankruptcy. The district court did not err in requ iring the bankruptcy court to-21-

employ the prudent-investor discount to reach the p resent value of PBGC’s unfunded benefits liability claim. The judgment of the district court is AFFIRMED

.