Miller v. Xerox Corp. Retirement Income Guarantee, 04-55582.
| Decision Date | 08 May 2006 |
| Docket Number | No. 04-55582.,No. 04-55583.,04-55582.,04-55583. |
| Citation | 464 F.3d 871 |
| Parties | Waldamar MILLER; Thomas H. Sudduth, Jr.; J. Denton Allen, individuals, Plaintiffs-Appellants, v. XEROX CORPORATION RETIREMENT INCOME GUARANTEE PLAN, an Employee Pension Benefit Plan; Xerox Corporation, a New York Corporation; Patricia Nazemetz, as Plan Administrator of the Xerox Corporation Retirement Income Guarantee Plan, Defendants-Appellees. Waldamar Miller; Thomas H. Sudduth, Jr.; J. Denton Allen, individuals, Plaintiffs-Appellants, v. Xerox Corporation Retirement Income Guarantee Plan, an Employee Pension Benefit Plan; Xerox Corporation, a New York Corporation; Patricia Nazemetz, as Plan Administrator of the Xerox Corporation Retirement Income Guarantee Plan, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Ninth Circuit |
John A. Strain; Redondo Beach, CA, for the appellants.
Lisa Von Eschen, Robert W. Perrin, and Lauren E. Kim; Latham & Watkins; Los Angeles; CA, for the appellees.
Appeal from the United States District Court for the Central District of California William Matthew Byrne, Senior Judge, Presiding. D.C. No. CV-98-10389-WMB, D.C. No. CV-99-02589-WMB.
Before HARRY PREGERSON, JOHN T. NOONAN, and SIDNEY R. THOMAS, Circuit Judges.
OPINION
This appeal presents the question of whether a procedure used by Xerox Corporation ("Xerox") to reduce pension benefits at final retirement to account for earlier benefit distributions violates the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq. We conclude that Xerox's method violates ERISA, because it impermissibly reduces pension benefits by more than the accrued pension benefit attributable to the earlier distributions.
The facts of the case are undisputed. Plaintiffs Waldamar Miller, Thomas H. Sudduth, Jr., and J. Denton Allen ("the Employees"), all worked for Xerox for many years, received lump sum pension payouts when they left employment in 1983, and returned to work at the company several years later.
During their initial employment with Xerox, the Employees participated in two company retirement plans: the Xerox Retirement Income Guarantee Plan and the Xerox Profit Sharing Plan. The Income Guarantee Plan, a traditional defined benefit pension plan, provided participants with a certain percent of their salary in retirement for each year of service at Xerox, according to a specified formula ("Income Guarantee Plan formula benefit"). Under the Profit Sharing Plan, a defined contribution plan, each participant had an individual Retirement Account. The company made contributions to each employee's account, and the accounts were included in a fund invested and managed by the plan's trustees.
The two plans were linked in a "floor-offset" arrangement, under which the Income Guarantee Plan formula benefit served as the "floor" value of a retiree's pension benefits: each retiree would receive the value of his Retirement Account benefit, supplemented by the value of the Income Guarantee Plan formula benefit to the extent that it exceeded the Retirement Account benefit.
When each Employee left Xerox in 1983, he received a lump-sum payment from his Retirement Account. Because the distribution from the Retirement Account in each case exceeded the lump-sum present value of the Employee's accrued benefit under the Income Guarantee Plan formula benefit, no payment was made from the Income Guarantee Plan itself. Although each Employee returned to work at Xerox sometime between 1987 and 1989, none of the Employees has repaid any portion of his Retirement Account distribution into any Xerox plan, nor do the plans require or permit such a repayment.
In 1989, Xerox restated and consolidated the Income Guarantee Plan and the Profit Sharing Plan. The restatement amended the Income Guarantee Plan formula, eliminated the Profit Sharing Plan, and replaced the Profit Sharing Plan with two new accounts within the Income Guarantee Plan: the Cash Balance Retirement Account and the Transitional Retirement Account. The new Income Guarantee Plan formula was based on the participant's highest average pay multiplied by 1.4% and the member's years of service up to 30 years. The Cash Balance Retirement Account, a "cash balance" plan, used the participant's existing Retirement Account balance as the initial balance, and received annual credits from Xerox of 5% of the participant's salary, plus interest at a fixed annual rate equal to the twelve-month Treasury Bill rate plus 1%. The Transitional Retirement Account consisted of the Retirement Account balance alone, and received no further contributions, but could grow or shrink according to the investment performance of the funds in which the accounts were invested. Upon retirement, a participant received the largest of the three benefits — Income Guarantee Plan formula benefit, Cash Pension Retirement Account balance, or Transitional Retirement Account balance — in the form of an annuity.
For employees who had already received a distribution of pension benefits on a prior departure from the company, Xerox reduced final retirement benefits to account for the earlier distribution by using so-called "phantom accounts." Phantom accounts were calculated for the Cash Balance Retirement Account and the Transitional Retirement Account, consisting of the actual distribution amount at the time of departure plus the increase or decrease that the distribution would have earned had it remained in each plan. Thus, for the Cash Balance Retirement Account, the phantom account was equal to the distribution amount plus interest at the rate specified in the plan. For the Transitional Retirement Account, the phantom account was the distribution amount plus the investment returns (or losses) of the fund in which that amount had been invested at distribution.
Under the amended Income Guarantee Plan, the relevant phantom account was added to the amount of each participant's benefit before the three benefit choices were compared. The participant was given the benefit that yielded the highest monthly payment (with the phantom accounts included), and the phantom account was then subtracted out to yield the actual benefit amount. If the Income Guarantee Plan benefit was the largest, the Transitional Retirement Account phantom account was subtracted.
In 1997 and 1998, each of the Employees requested a statement of the benefits that would be payable upon his retirement. Each of the statements Xerox provided applied the phantom account offset described above, to drastic effect: Sudduth's monthly benefit fell from $1,679.23 to $83.16, Allen's monthly benefit fell from $2,059.44 to $262.69, and 11225 Miller's monthly benefit fell from $2,878.40 to $554.51. The Employees challenged the phantom account offset, pursuing two levels of administrative appeals. Xerox rejected Miller and Sudduth's appeals by letter dated September 9, 1998, and rejected Allen's appeal by letter dated March 8, 1998.
Miller and Sudduth filed a complaint in the United States District Court for the Central District of California on December 23, 1998. Allen filed his complaint on March 12, 1999. The two cases were stayed in June 1999 pending resolution of the appeal in Hammond v. Xerox Corp. Retirement Income Guarantee Plan, No. 97-8349, 1999 WL 33915859 (C.D. Cal. April 8, 1999), which raised different challenges to the 1989 plan amendments at issue here. After Hammond was affirmed in an unpublished decision, the Employees filed amended complaints in both actions. The parties then filed stipulated facts and exhibits. The two cases were formally consolidated on January 4, 2002, and a trial consisting of closing arguments was held on April 3, 2002.
The district court granted judgment for Xerox, holding that the "phantom account" mechanism did not violate ERISA. The court also found that Xerox's disclosure of the method had been inadequate in documents issued in 1993, but that the Employees were not entitled to any remedy for that deficient disclosure because they had neither relied on that disclosure nor been prejudiced by it. The Employees timely filed this appeal. Because this appeal presents only questions of law, our review is de novo. Michael v. Riverside Cement Co. Pension Plan, 266 F.3d 1023, 1026 (9th Cir.2001).
Xerox's method of accounting for prior distributions in calculating the Employees' final retirement benefits violates the substantive requirements of ERISA. The Income Guarantee Plan phantom offset violates ERISA by overestimating the value of distributions made upon a previous separation from employment, and the corresponding reduction in benefits at retirement. ERISA requires actuarial equivalence between the actual distribution and the accrued benefit it replaces.
As a hybrid defined benefit plan with some features of a defined contribution plan,1 the Income Guarantee Plan (both before and after amendment, and including the Cash Balance Retirement Account component) must satisfy the actuarial rules ERISA applies to defined benefit plans.2 29 U.S.C. § 1002(35). It is well settled that ERISA allows so-called "floor-offset" plans, in which the participant takes the greater of a defined benefit or a defined contribution benefit amount.3
However, the defined benefit and defined contribution portions of a combined floor-offset plan must satisfy the ERISA requirements applicable to the respective types of plans.
Here, the distributions made to the Employees in 1983 were intended to satisfy Xerox's obligations under both the Profit Sharing Plan and the Income Guarantee Plan, although they were made solely from the Profit Sharing Plan, because the Profit Sharing Plan account balance exceeded the value of the Income Guarantee Plan formula. When the distributions are viewed as a free-standing defined contribution plan benefit, they cause no...
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