Buck Bond Group

Words Matter: A Lesson in Pension Plan Interpretation

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A recent federal appeals court decision involving famed brewer Anheuser-Busch’s pension plan and the trigger for extra benefits is a perfect example of how a few words can make all the difference in the world.

At issue in that case, Knowlton v. Anheuser-Busch Companies Pension Plan, was whether employees were entitled to enhanced pension benefits when their employers were bought out and the corporate units in which they work were sold to another organization.

“The point is that the court will read plan documents literally rather than focus on the plan sponsor’s intent.” Marge Martin, Conduent HR Services Principal, Knowledge Resource Center.

Anheuser-Busch offered a feature in its pension plan in which a participant would be credited with five additional years of service for benefit calculation purposes if he or she was “involuntarily terminated from the Controlled Group” within three years of a “change in control.”

Sounds pretty straightforward. A company is acquired by another firm. Employees who are let go after the acquisition, which is not uncommon in such deals, get sweetened pension benefits.

Unfortunately, in Anheuser-Busch’s case, the issue was anything but simple.

In brief, back in 2008, Anheuser-Busch combined with InBev, a Belgian-Brazilian brewing company. A year later, Anheuser-Busch InBev sold an Anheuser unit, Busch Entertainment Corp. (BEC), to the Blackstone Group.

In 2012, BEC employees filed claims with the Anheuser-Busch plan, arguing they were entitled to the extra pension benefits because of the “change in control” when InBev acquired Anheuser-Busch, combined with the fact they were involuntarily terminated from the controlled group when InBev later sold BEC to a different group. An involuntary termination from the controlled group that acquired them was claimed, even though they were still working for BEC.

Anheuser-Busch’s pension administrator denied the claims, saying that they interpreted the plan to mean that the trigger for enriched benefits was loss of employment, not a change in corporate ownership in which, in this case, employees were able to keep their jobs.

But first a U.S. District Court, and then in late February, the 8th U.S. Circuit Court of Appeals, didn’t agree.

“Plaintiffs here were all salaried participants in the plan, and on December 1, 2009, when the sale of BEC finalized without the plaintiffs’ consent and for reasons beyond the plaintiffs’ control, their employment with the Controlled Group was terminated.  Whether plaintiffs’ employment continued in the same capacity once they were no longer employed by a member of the Controlled Group is irrelevant,” the appeals court wrote.

Simply put, the appeals court said the plain language of the Anheuser-Busch pension plan was clear: plan participants were entitled to enriched pension benefits when their employment with the controlled group ended within three years after a change of control.

In short, that the BEC employees held onto their jobs after the deals, was irrelevant. What mattered was that the employees no longer worked for their former controlled group.

This isn’t the place to say whether the court was right or wrong in this case.  The point is that the court will read plan documents literally rather than focus on the plan sponsor’s intent. Even including “Firestone” language in your plan (based on a 1989 Supreme Court decision) that authorizes the plan administrator’s use of discretion in interpreting ambiguous plan provisions will not save the situation if the language is clear.

The benefits at issue can involve a change in control benefits or any number of other puzzle pieces that go into calculating benefits – service, compensation, offsets, actuarial factors and so on. In any case, employers and employees will both be winners through clear and precise plan language. Employees will better understand the benefits to which they are entitled, and employers will have a better handle on their pension plan costs.

Remember that old saying, “Keep it simple?”   When it comes to pension plan communications, we’d add a few words:  Keep it simple and straightforward so that readers may all quickly and accurately understand how benefits are earned.

That is the lesson of the Anheuser-Busch case.