Petition for Writ of Certiorari — Bakery, Confectionary, Tobacco Workers and Grain Millers Pension Committee, et al., Petitioners v. Thomas N. Reichert, et al.

Supreme Court briefSep 14, 2026

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No. 26-____

IN THE

Supreme Court of the United States

____________________

BAKERY, CONFECTIONERY, TOBACCO WORKERS AND

GRAIN MILLERS PENSION COMMITTEE et al.,

Petitioners,

THOMAS N. REICHERT et al.,

Respondents.

____________________

On Petition for a Writ of Certiorari

to the United States Court of Appeals

for the Sixth Circuit

____________________

PETITION FOR A WRIT OF CERTIORARI

____________________

Joseph J. Torres

Alexis E. Bates

JENNER & BLOCK LLP

353 North Clark Street

Chicago, IL 60654

Zachary C. Schauf

Counsel of Record

Arjun R. Ramamurti

Emma J. O’Connor

JENNER & BLOCK LLP

1099 New York Avenue NW

Suite 900

Washington, DC 20001

(202) 639-6000

zschauf@jenner.com

Counsel for Petitioners

QUESTION PRESENTED

ERISA provides that pension plans must offer

certain joint and survivor annuities that are the

“actuarial equivalent” of single life annuities. 29 U.S.C.

§ 1055(d). In the decision below, a divided panel of the

Sixth Circuit held that this language implicitly permits

courts to require plan administrators to use

“reasonable” actuarial assumptions, even when the

assumptions used to calculate equivalence are specified

in the plan document. The question presented is:

Whether § 1055(d)’s requirement that certain

annuities be “actuarial[ly] equivalen[t]” permits courts

to impose an unwritten “reasonableness” requirement

on a plan’s actuarial assumptions, or instead requires

only mathematical equivalence under the assumptions

specified in the plan document.

LIST OF PARTIES AND PROCEEDINGS

Petitioners are Bakery, Confectionery, Tobacco

Workers and Grain Millers Pension Committee;

Kellanova f/k/a Kellogg Company; WK Kellogg

Company; the Administrative Committee of Kellanova

Pension Plan; and John/Jane Does 1-20.

Respondents are Thomas N. Reichert; Stuart R.

Buck; and Kenneth A. Henrich, on behalf of themselves

and others similarly situated.

This petition arises from the same consolidated

judgment as the petition in FedEx Corporation v. Watt,

No. 26-___. There are no other related proceedings.

iii

CORPORATE DISCLOSURE STATEMENT

Pursuant to Supreme Court Rule 29.6, Petitioners

provide the following disclosures:

Bakery, Confectionery, Tobacco Workers and Grain

Millers Pension Committee states that no parent

corporation or publicly held company owns 10% or more

of its stock.

Kellanova f/k/a Kellogg Company states that

Kellanova is 100% owned by Acquiror 10VB8, LLC, a

Delaware LLC; and Acquiror 10VB8 is 100% owned by

Mars, Incorporated, a Delaware corporation and the

ultimate parent of the Mars group of companies.

WK Kellogg Company (stock ticker: KLG) states

that no parent corporation or publicly held company

owns 10% or more of its stock.

The Administrative Committee of Kellanova Pension

Plan states that no parent corporation or publicly held

company owns 10% or more of its stock.

TABLE OF CONTENTS

QUESTION PRESENTED .............................................. i

LIST OF PARTIES AND PROCEEDINGS................ ii

CORPORATE DISCLOSURE STATEMENT ........... iii

TABLE OF AUTHORITIES ......................................... vi

INTRODUCTION ............................................................. 1

OPINIONS BELOW ......................................................... 5

JURISDICTIONAL STATEMENT .............................. 5

RELEVANT STATUTORY PROVISIONS ................ 6

STATEMENT OF THE CASE ....................................... 6

Statutory

and

Regulatory

Background ................................................. 6

Factual

Background

and

Procedural History..................................... 9

REASONS FOR GRANTING THE PETITION....... 13

THE QUESTION PRESENTED

IMPLICATES

GROWING

DIVISION OF AUTHORITY. .......................... 13

The Courts of Appeals Are

Divided. ...................................................... 13

The District Courts Are Also

Intractably Divided. ................................. 15

Courts and Commentators Have

Acknowledged the Growing

Split............................................................. 18

II.

THE QUESTION PRESENTED IS

EXCEPTIONALLY IMPORTANT................. 20

III.

THE

DECISION

BELOW

WRONG. ................................................................ 25

IV.

The Decision Below Is Contrary

to ERISA’s Text. ...................................... 25

ERISA’s Structure Confirms

That Congress Omitted Any

Reasonableness Requirement. ............... 26

The Decision Below Reflects a

Discredited Method of Statutory

Interpretation. .......................................... 30

THIS CASE IS A GOOD VEHICLE. .............. 32

CONCLUSION ................................................................ 33

Appendix A

Reichert v. Kellogg Co., 170 F.4th 473 (6th

Cir. 2026) ....................................................................... 1a

Appendix B

Reichert v. Bakery, Confectionery, Tobacco

Workers and Grain Millers Pension

Committee, 2024 WL 5410419 (E.D. Mich.

Apr. 17, 2024) .............................................................. 53a

Appendix C

Denial of Rehearing and Rehearing en banc,

Reichert v. Kellogg Co., 2026 WL 1642633

(6th Cir. May 15, 2026) .............................................. 59a

Appendix D

Relevant Statutory Provisions ................................ 61a

TABLE OF AUTHORITIES

CASES

Alessi v. Raybestos-Manhattan, Inc., 451

U.S. 504 (1981) ......................................................... 24

BedRoc Ltd., LLC v. United States, 541 U.S.

176 (2004) ................................................................. 25

Belknap v. Partners Healthcare System,

Inc., 588 F. Supp. 3d 161 (D. Mass.

2022) ........................................................ 16, 18, 22, 31

Bennett v. Ecolab, Inc., 2026 WL 810758 (D.

Minn. Mar. 24, 2026) ............................................... 21

Berkeley v. Intel Corp., 2026 WL 948725

(N.D. Cal. Apr. 8, 2026) .................. 15, 16, 18, 29, 31

Boggs v. Boggs, 520 U.S. 833 (1997) ............................. 7

Conkright v. Frommert, 559 U.S. 506

(2010) .............................................................. 6, 21, 24

Conroy v. Aniskoff, 507 U.S. 511 (1993) .............. 12, 30

Cruz v. Raytheon Co., 435 F. Supp. 3d 350

(D. Mass. 2020) ........................................................ 17

Cunningham v. Cornell University, 604

U.S. 693 (2025) ......................................................... 23

Drummond v. Southern Co. Services, Inc.,

177 F.4th 1076 (11th Cir. 2026) ............. 3, 13, 14, 22

Duffy v. Anheuser-Busch Cos., LLC, 449 F.

Supp. 3d 882 (E.D. Mo. 2020) ................................ 17

Franklin v. Duke University, 2024 WL

1740479 (M.D.N.C. Apr. 23, 2024)......................... 18

vii

Great-West Life & Annuity Insurance Co.

v. Knudson, 534 U.S. 204 (2002) ............................. 7

Heimeshoff v. Hartford Life & Accident

Insurance Co., 571 U.S. 99 (2013) ........................ 28

Landel v. Olin Corporation, 2026 WL

785044 (E.D. Mo. Mar. 20, 2026) ..................... 16, 17

Lockheed Corp. v. Spink, 517 U.S. 882

(1996) .................................................................... 6, 24

Loper Bright Enterprises v. Raimondo, 603

U.S. 369 (2024) ......................................................... 31

Massachusetts Mutual Life Insurance Co.

v. Russell, 473 U.S. 134 (1985) ................................ 7

Masten v. Metropolitan Life Insurance Co.,

543 F. Supp. 3d 25 (S.D.N.Y. 2021) ...................... 17

Mertens v. Hewitt Associates, 508 U.S. 248

(1993) ...................................................................... 6, 7

Nachman Corp. v. Pension Benefit

Guaranty Corp., 446 U.S. 359 (1980) ..................... 6

Paieri v. Western Conference of Teamsters

Pension Trust, 2024 WL 3455269 (W.D.

Wash. June 21, 2024) .............................................. 18

Russello v. United States, 464 U.S. 16

(1983) ........................................................................ 26

Scott v. AT&T, Inc., 790 F. Supp. 3d 781

(N.D. Cal. 2025) ....................................................... 19

Shaw v. Delta Air Lines, Inc., 463 U.S. 85

(1983) .......................................................................... 6

viii

Sheffield v. Alaska Public Employees’

Ass’n, 732 P.2d 1083 (Alaska 1987) ...................... 30

Smith v. Rockwell Automation, Inc., 438 F.

Supp. 3d 912 (E.D. Wis. 2020) ......................... 17, 23

Smith v. U.S. Bancorp, 2019 WL 2644204

(D. Minn. June 27, 2019) ......................................... 18

Stephens v. U.S. Airways Group, Inc., 644

F.3d 437 (D.C. Cir. 2011).............................. 3, 11, 14

Thole v. U.S. Bank N.A., 590 U.S. 538

(2020) ........................................................................ 28

Thorne v. U.S. Bancorp, 2021 WL 1977126

(D. Minn. May 18, 2021) ......................................... 22

Torres v. American Airlines, Inc., 416 F.

Supp. 3d 640 (N.D. Tex. 2019) ............................... 18

Torres v. American Airlines, Inc., 2020 WL

3485580 (N.D. Tex. May 22, 2020). ....................... 22

Urlaub v. CITGO Petroleum Corp., 2022

WL 523129 (N.D. Ill. Feb. 22, 2022) ................17-18

US Airways, Inc. v. McCutchen, 569 U.S. 88

(2013) ........................................................................ 28

Varity Corp. v. Howe, 516 U.S. 489 (1996) .................. 6

STATUTES

26 U.S.C. § 401 .............................................................. 31

26 U.S.C. § 401(a)(13)(D) ............................................. 29

28 U.S.C. § 1254(1) .......................................................... 5

29 U.S.C. § 1054(c)(3) ............................................. 14, 27

29 U.S.C. § 1055(a) .................................................... 7, 20

29 U.S.C. § 1055(b).......................................................... 7

29 U.S.C. § 1055(b)(1) ................................................... 20

29 U.S.C. § 1055(d).......................................................... 1

29 U.S.C. § 1055(d)(1)(A) ........................................... 2, 8

29 U.S.C. § 1055(d)(1)(B) ..................................... 2, 8, 25

29 U.S.C. § 1055(d)(2)(A) ............................................... 8

29 U.S.C. § 1055(d)(2)(A)(ii) .......................................... 8

29 U.S.C. § 1055(g)........................................................ 28

29 U.S.C. § 1055(g)(3) ................................................. 8, 9

29 U.S.C. § 1083(h).......................................................... 9

29 U.S.C. § 1083(h)(1) ................................................... 27

29 U.S.C. § 1084(c)(3) ..................................................... 9

29 U.S.C. § 1085a(c)(3)(A)............................................ 27

29 U.S.C. § 1393(a)(1) ................................................... 27

29 U.S.C. § 1432(e)(1) ................................................... 27

Retirement Equity Act of 1984, Pub. L. No.

98-397, 98 Stat. 1426 ............................................... 28

Uruguay Round Agreements Act, Pub. L.

No. 103-465, 108 Stat. 4809 (1994) ........................ 28

OTHER AUTHORITIES

26 C.F.R. § 1.401(a)-11(b)(2) ........................................ 31

26 C.F.R. § 1.401(a)-20, Q&A-3 ..................................... 7

Chubb,

Excessive

Litigation

Over

Excessive Plan Fees in 2023 (Apr. 2023) ............ 23

Employee Benefits Sec. Admin., U.S. Dep’t

of Labor, Private Pension Plan

Bulletin: Abstract of 2023 Form 5500

Annual Reports (Jan. 2026), https://

www.dol.gov/sites/dolgov/files/ebsa/

researchers/statistics/retirement-bul

letins/private-pension-plan-bulletins-ab

stract-2023.pdf......................................................... 20

Employee Benefits Sec. Admin., U.S. Dep’t

of Labor, Private Pension Plan Bulletin

Historical Tables and Graphs 19752023,

Tbl.

E16

(Sept.

2025),

https://www.dol.gov/sites/dolgov/files/e

bsa/researchers/statistics/retirementbulletins/private-pension-plan-bulletinhistorical-tables-and-graphs.pdf........................... 20

Katherine B. Kohn et al., What Is

Reasonable? Lessons in Pension Plan

Actuarial Equivalence from Three

Recent Cases, ERISA Litigation Blog

(July 16, 2026), https://www.erisa

litigation.com/2026/07/what-is-reasonab

le-lessons-in-pension-plan-actuarial-equ

ivalence-from-three-recent-cases/........................ 19

Petition for a Writ of Certiorari, M & K

Employee Solutions, LLC v. Trustees of

the IAM National Pension Fund, 608

U.S. 264 (2026) (No. 23-1209), 2024 WL

2159338 ..................................................................... 20

Chelsea Ashbrook McCarthy & Allison

Richter, The Current Trends in

Actuarial Equivalent Suits, Holland &

Knight

Alert

(Oct.

28,

2025),

https://www.hklaw.com/en/insights/publ

ications/2025/10/the-current-trends-inactuarial-equivalent-suits ...................................... 19

Jeff L. Schwartzmann & Ralph Garfield,

Education & Examination Comm. of the

Society of Actuaries, Actuarially

Equivalent Benefits, EA1-24-91 (1991) ............... 14

Robert Steyer, Mortality Table ERISA

Lawsuits Face New Legal Landscape –

What it Means for Sponsors, Pensions &

Investments

(July

2026),

https://www.pionline.com/rules-regula

tions/erisa/pi-erisa-retirees-mortality-ta

ble-interest-rate-fedex-kellogg/ ..................... 23, 24

PETITION FOR A WRIT OF CERTIORARI

The Bakery, Confectionery, Tobacco Workers and

Grain Millers Pension Committee; Kellanova f/k/a

Kellogg Company; WK Kellogg Company; the

Administrative Committee of the Kellanova Pension

Plan; and John/Jane Does 1-20 respectfully petition for a

writ of certiorari to review the judgment of the United

States Court of Appeals for the Sixth Circuit.

INTRODUCTION

This case presents an important and recurring

ERISA question on which the lower courts are divided:

whether courts may add an unwritten “reasonableness”

requirement to § 1055(d)’s command that joint and

survivor annuities be “actuarial[ly] equivalen[t]” to

single life annuities. See 29 U.S.C. § 1055(d). The Sixth

Circuit answered yes. When it did, it converted a

requirement based on plan documents and mathematical

equivalence into an open-ended judicial inquiry into

whether the plan’s stated actuarial assumptions are

sufficiently “reasonable”—a standard Congress did not

enact and ERISA does not supply. The stakes are

enormous. The decision below undermines national

uniformity, destroys the predictability on which ERISA

is built, encourages a growing wave of class action

litigation, and—indeed—threatens the continued

viability of defined benefit plans.

ERISA requires defined-benefit plans to offer

unmarried participants a single life annuity (“SLA”),

which pays benefits for the participant’s life. For

married participants, ERISA requires plans to offer a

qualified joint and survivor annuity (“QJSA”), which

PETITION FOR A WRIT OF CERTIORARI

The Bakery, Confectionery, Tobacco Workers and

Grain Millers Pension Committee; Kellanova f/k/a

Kellogg Company; WK Kellogg Company; and the

Administrative Committee of the Kellanova Pension

Plan respectfully petition for a writ of certiorari to

review the judgment of the United States Court of

Appeals for the Sixth Circuit.

INTRODUCTION

This case presents an important and recurring

ERISA question on which the lower courts are divided:

whether courts may add an unwritten “reasonableness”

requirement to § 1055(d)’s command that joint and

survivor annuities be “actuarial[ly] equivalen[t]” to

single life annuities. See 29 U.S.C. § 1055(d). The Sixth

Circuit answered yes. When it did, it converted a

requirement based on plan documents and mathematical

equivalence into an open-ended judicial inquiry into

whether the plan’s stated actuarial assumptions are

sufficiently “reasonable”—a standard Congress did not

enact and ERISA does not supply. The stakes are

enormous. The decision below undermines national

uniformity, destroys the predictability on which ERISA

is built, encourages a growing wave of class action

litigation, and—indeed—threatens the continued

viability of defined benefit plans.

ERISA requires defined-benefit plans to offer

unmarried participants a single life annuity (“SLA”),

which pays benefits for the participant’s life. For

married participants, ERISA requires plans to offer a

qualified joint and survivor annuity (“QJSA”), which

pays benefits over the couple’s joint lives and then

continues a survivor annuity for the spouse. Id.

§ 1055(d)(1)(A). Section 1055(d) requires the QJSA to be

the “actuarial equivalent” of the SLA. Id.

§ 1055(d)(1)(B).

That calculation depends on actuarial assumptions—

principally interest rates and mortality tables—that

determine whether the two benefit forms have equal

present value. Congress could have required those

assumptions to be “reasonable,” current, or periodically

updated. It did not. Section 1055(d) says only “actuarial

equivalent,” even as other ERISA provisions expressly

impose reasonableness requirements or prescribe

specific actuarial assumptions.

Nonetheless, a divided Sixth Circuit panel held that

§ 1055(d) implicitly includes a requirement that plan

administrators’ actuarial assumptions be “reasonable.”

Relying on a hodge-podge of academic sources, statecourt cases, and concededly inapplicable Treasury

regulations, App. 13a-19a, the panel majority held that

§ 1055(d) prohibits “employers from using unreasonable,

inappropriate actuarial assumptions when calculating

QJSAs,” and that plan administrators must use

“reasonably accurate mortality data” reflecting the life

of a “modern-day plan participant.” App. 17a, 26a, 28a.

Compounding the problem, the majority provided no

guidance as to how a plan administrator could know

whether the plan’s actuarial assumptions are reasonable

or how often plan administrators must update their

assumptions to comply with this amorphous standard.

Instead, the majority vaguely held only that

“reasonableness is a range, not a precise prescription.”

App. 19a. Dissenting, Judge Nalbandian explained that

the majority had “blue-pencil[ed] a federal statute to

match [its] policy preferences,” and warned that its

decision “inject[ed] a fuzzy reasonableness requirement

into upright math.” App. 30a, 36a (Nalbandian, J.,

dissenting). In his view, the “most likely result” of the

majority’s decision will be “even more litigation and

higher administrative costs” that “will be passed on and

will ultimately injure the continued viability of the

plans.” App. 51a (Nalbandian, J., dissenting).

This Court should grant review. The courts of

appeals are divided. The Sixth and Eleventh Circuits

read § 1055(d) to require “reasonable” assumptions. See

Drummond v. Southern Co. Servs., Inc., 177 F.4th 1076,

1080–81 (11th Cir. 2026). The D.C. Circuit, by contrast,

has recognized in a different setting that “[t]wo modes

of payment are actuarially equivalent when their

present values are equal under a given set of actuarial

assumptions.” Stephens v. U.S. Airways Grp., 644 F.3d

437, 440 (D.C. Cir. 2011) (citation omitted). This correct

approach—defining “actuarial equivalen[ce]” as a

mathematical

calculation

based

“given”

assumptions—cannot be squared with the Sixth

Circuit’s

free-floating

reasonableness

inquiry.

Disagreement, moreover, is poised to proliferate, as the

issue is recurring frequently in district courts, with

many cases on both sides of the divide.

The question presented is also important, with

enormous impacts looming for both employers and

employees. ERISA encourages, but does not require,

employers to offer pension plans. ERISA provides that

encouragement in part by ensuring predictability and

specifying that plan sponsors have fixed obligations

based on written plan documents. The Sixth Circuit’s

standard—requiring that assumptions fall within a

judicially administered “range” that is expressly “not a

precise prescription”—is the very opposite and

encourages nothing but litigation. Litigation-driven

uncertainty, moreover, is especially damaging here. Via

putative ERISA class actions, small differences in

actuarial assumptions can be multiplied across

thousands of participants and decades of payments.

With such litigation looming, employers may be

deterred from maintaining defined benefit plans at all.

The decision below is wrong, too. Section 1055(d)

includes no reasonableness requirement. More than

that: Congress omitted the word “reasonable” from

§ 1055(d), even as it included reasonableness

requirements elsewhere in ERISA and prescribed

specific actuarial assumptions in other provisions. Such

contrasting drafting choices always carry great weight,

and especially in a statute this Court has repeatedly

described as comprehensive, reticulated, and planbased. Courts in ERISA cases may enforce the plan

terms Congress made controlling, but they may not add

obligations Congress declined to enact. And that is

especially so where a judicially created reasonableness

standard is not needed to guard against the use of

centuries-old mortality tables: as the dissent below

explained, any plan that did so risks the severe penalty

of losing its tax-qualified status, so the “majority needn’t

rush in to do the work of the legislature.” App. 47a

(Nalbandian, J., dissenting).

Finally, this case is an ideal vehicle. The panel below

split on precisely the question presented and set forth

the competing arguments, in a motion-to-dismiss

posture presenting the issue as a pure question of law.

Because the relevant arguments have crystallized and

uncertainty is already pervasive in the lower courts, no

further percolation is warranted.

OPINIONS BELOW

The opinion of the United States Court of Appeals for

the Sixth Circuit (App. 1a-52a) is published at 170 F.4th

473. The opinion and order of the District Court for the

Eastern District of Michigan (App. 53a-58a) is not

reported but is available at 2024 WL 5410419 (E.D. Mich.

Apr. 17, 2024). The order of the United States Court of

Appeals for the Sixth Circuit denying the petition for

panel rehearing and rehearing en banc (App. 59a-60a) is

unpublished but available at 2026 WL 1642633 (6th Cir.

May 15, 2026).

JURISDICTIONAL STATEMENT

The Sixth Circuit entered its decision on March 16,

2026. On March 30, 2026, Petitioners sought panel

rehearing and rehearing en banc. On May 15, 2026, the

Sixth Circuit issued an order denying panel rehearing

and rehearing en banc. App. 59a-60a. On July 27, 2026,

Justice Kavanaugh extended the deadline to file a

petition for certiorari until September 15, 2026. The

jurisdiction of this Court is invoked under 28 U.S.C.

§ 1254(1).

RELEVANT STATUTORY PROVISIONS

Relevant statutory provisions are reproduced at

App. 61a-75a.

STATEMENT OF THE CASE

A. Statutory and Regulatory Background

1. The Employee Retirement Income Security Act

of 1974, 29 U.S.C. § 1001 et seq., is a “comprehensive and

reticulated statute” that was the “product of a decade of

congressional study of the Nation’s private employee

benefit system.” Mertens v. Hewitt Assocs., 508 U.S.

248, 251 (1993) (citing Nachman Corp. v. Pension

Benefit Guar. Corp., 446 U.S. 359, 361 (1980)).

ERISA rests on voluntariness. “Nothing in ERISA

requires employers to establish employee benefits

plans.” Lockheed Corp. v. Spink, 517 U.S. 882, 887

(1996); see also Shaw v. Delta Air Lines, Inc., 463 U.S.

85, 91 (1983) (noting ERISA “does not mandate that

employers provide any particular benefits”). Rather,

ERISA induces the creation of pension plans by

“assuring a predictable set of liabilities, under uniform

standards of primary conduct,” Conkright v. Frommert,

559 U.S. 506, 517 (2010) (quotation marks omitted), and

by avoiding a “system that is so complex that

administrative costs, or litigation expenses, unduly

discourage employers from offering [ERISA] plans in

the first place,” Varity Corp. v. Howe, 516 U.S. 489, 497

(1996).

Congress carefully specified the particular

obligations it imposed on plans and the remedies it

intended for plan participants. And where Congress has

not so specifically legislated, this Court has repeatedly

refused to supplement ERISA’s “carefully crafted and

detailed” enforcement scheme with obligations that

Congress “simply forgot to incorporate expressly.”

Mertens, 508 U.S. at 254; accord Mass. Mut. Life Ins. Co.

v. Russell, 473 U.S. 134, 146 (1985). Thus, this Court has

been “especially ‘reluctant to tamper with [the]

enforcement scheme’ embodied in the statute by

extending remedies not specifically authorized by its

text.” Great-West Life & Annuity Insurance Co. v.

Knudson, 534 U.S. 204, 209 (2002) (quoting Russell, 473

U.S. at 147) (alteration in original), and has repeatedly

declined invitations to supplement the statute’s

“interlocking, interrelated, and interdependent remedial

scheme” with judge-made obligations Congress

nowhere enacted, Russell, 473 U.S. at 146.

2. ERISA covers two types of retirement plans:

defined benefit plans and defined contribution plans.

This case concerns defined benefit plans, in which

employees receive a specified monthly benefit at

retirement.

When an employer sponsors a defined benefit plan,

ERISA attaches specific conditions to that choice. For

unmarried participants, ERISA requires that pension

plans offer an SLA. 29 U.S.C. § 1055(a). An SLA

provides the participant with a defined benefit payment

for the duration of his or her own life. 26 C.F.R. §

1.401(a)-20, Q&A-3. For married participants, ERISA

requires the default benefit form to be a QJSA. 29

U.S.C. § 1055(a)–(b); see Boggs v. Boggs, 520 U.S. 833,

843 (1997). A QJSA pays an annuity not just for the life

of the participant, but also for the life of the surviving

spouse. ERISA defines a QJSA as “an annuity … for the

life of the participant with a survivor annuity for the life

of the spouse which is not less than 50 percent of (and is

not greater than 100 percent of) the amount of the

annuity which is payable during the joint lives of the

participant and the spouse.” 29 U.S.C. § 1055(d)(1)(A).

3. As relevant here, ERISA specifies that a QJSA

must be the “actuarial equivalent of a single annuity for

the life of the participant.” 29 U.S.C. § 1055(d)(1)(B). 1

Calculating actuarial equivalence requires using an

interest rate and a mortality table. Id. § 1055(g)(3); Am.

Compl. ¶ 36, ECF No. 22 (“Am. Compl.”). The interest

rate discounts the value of expected future payments to

the date of the calculation. Am. Compl. ¶ 10. The

mortality table estimates expected longevity by

predicting the rate at which retirees will die at a given

age. Id. Combined, the interest rate and mortality table

create a conversion factor, which is used to determine

the QJSA benefit amount that is actuarially equivalent

to a single life annuity. Id. ¶ 39.

Section 1055(d) does not define the term “actuarial

equivalent.” Nor does it otherwise impose requirements

or conditions on what actuarial assumptions a plan may

use. That silence is in marked contrast to other

provisions of ERISA that do impose limitations on the

actuarial assumptions that may be used. For example,

Employers must also permit participants to waive the QJSA and

opt for a qualified optional survivor annuity (“QOSA”) in which the

surviving spouse receives a chosen percentage of the amount of the

annuity payable during the participant’s life. See id. § 1055(d)(2)(A).

ERISA provides that a QOSA, too, must be “actuarially equivalent”

to an SLA. See id. § 1055(d)(2)(A)(ii).

ERISA prescribes an “applicable mortality table” and

“applicable interest rate” for valuing immediate lumpsum distributions. 29 U.S.C. § 1055(g)(3). ERISA

elsewhere requires that multiemployer-plan funding

determinations rest on actuarial assumptions, “each of

which is reasonable,” id. § 1084(c)(3). And ERISA

mandates specified interest rates and mortality tables

for single-employer funding. See id. § 1083(h). Congress

used the word “reasonable” dozens of times throughout

ERISA, but it did not impose any such express

requirement in Section 1055(d).

B. Factual Background and Procedural History

1. Kellanova and WK Kellogg each offer a defined

benefit pension plan: the Kellanova Pension Plan and the

Bakery, Confectionery, Tobacco Workers and Grain

Millers Pension Plan (the “Plans”). Both Plans offer

QJSAs to married participants. Am. Compl. ¶¶ 58-72.

The Plan documents list the actuarial factors and

assumptions applied to perform the actuarialequivalence conversion. Ex. A, § 2.2, ECF No. 24-1; Ex.

O, § 2.2, ECF No. 25-1. Both Plans use the Uninsured

Pensioners (“UP”) 1984 Mortality Table, which relies on

mortality data from the 1960s and 1970s. Id.

2. Respondents are retired, married employees of

the former Kellogg Company who receive QJSAs under

the Plans. App. 7a-8a. In December 2023, they filed an

amended class action complaint alleging that both Plans

used outdated mortality tables and improper interest

rates to calculate certain pension payments. As relevant

here, Respondents claimed that the Plans violated 29

U.S.C. § 1055(d) by failing to provide them with QJSAs

that were “actuarially equivalent” to SLAs.

particular, they alleged that because mortality rates

have improved, the UP 1984 Mortality Table assumes

fewer total payments for the comparator single life

annuity, resulting in a lower conversion factor for the

QJSA and an underpayment of benefits.

3. The district court granted Petitioners’ motion to

dismiss. App. 53a-58a. The court held that the Plans did

not violate the “actuarial equivalence” requirement in

§ 1055(d) because the “text of 29 U.S.C. § 1055(d) does

not require that Plans employ certain assumptions or

mortality tables,” nor does it “impute a ‘reasonableness’

requirement on the actuarial equivalence computation.”

App. 56a. The court reasoned that, elsewhere in ERISA,

Congress had included “reasonableness” requirements

and mandated “specific actuarial factors that should be

used when calculating other payments,” but did not do

so in § 1055(d). App. 56a-57a.

4. A divided Sixth Circuit panel reversed. 2 The

majority concluded that to “provide a QJSA within the

meaning of § 1055(d), a plan must provide a joint and

survivor annuity with an equivalent value to the single

life annuity the participant would otherwise receive, and

that equivalence requires reasonably accurate mortality

data.” App. 18a. The majority reached that conclusion

by interpreting “actuarial equivalence” as a “term of

art.” App. 13a. Based on a handful of actuarial

secondary sources and mid-twentieth-century stateF

The Sixth Circuit issued a consolidated opinion resolving both the

Reichert case and the Watt case (No. 24-5945), which involved

similar allegations raised by married participants in FedEx

Corporation’s plans in a suit filed in the Western District of

Tennessee.

court decisions—and not a single federal-court case—

the majority concluded that “actuarial equivalence”

necessarily required the use of “reasonable” actuarial

assumptions. App. 13a-17a.

The panel majority did not explain what

“reasonableness” requires. The panel said only that

reasonableness is a “range, not a precise prescription.”

App. 19a.

It further suggested that actuarial

equivalence required “appropriate” or “suitable”

mortality data to align with participants’ life expectancy,

App. 15a, such that the mortality data “reasonably

reflect[s] the life expectancy of a retiree living in the

present day,” App. 18a. Hence, in the panel’s view,

mortality tables must be continually “reviewed and

modified” to ensure actuarial equivalence. App. 15a

(citation omitted).

5. Judge Nalbandian dissented. Relying on the D.C.

Circuit’s interpretation of “actuarial equivalence,”

Judge Nalbandian concluded that “both the ordinary and

technical meanings of actuarial equivalence require only

that a QJSA calculated under § 1055(d) have ‘present

values … equal’ to that of the employee’s SLA ‘under a

given set of actuarial assumptions.’”

App. 45a

(Nalbandian, J., dissenting) (quoting Stephens, 644 F.3d

at 440). Judge Nalbandian examined the meaning of

actuarial equivalence, along with related terms from the

pension equation—present value, interest rate,

mortality table—and concluded that “none of the

concepts or terms that go into calculating an actuarial

equivalent entail a reasonableness requirement as

defined by dictionaries of the time.” App. 35a

(Nalbandian, J., dissenting). He further examined

ERISA’s “overall statutory scheme” and concluded that

Congress’s omission of any reasonableness requirement

was intentional, given that it used the word “reasonable”

elsewhere “when it meant to.” Id.

Judge Nalbandian observed that the panel relied on

a “motley crew” of “non-binding sources,” including an

“eclectic collection of academic and legal sources.” App.

37a, 39a (Nalbandian, J., dissenting) (citing Conroy v.

Aniskoff, 507 U.S. 511, 519 (1993) (Scalia, J., concurring

in the judgment)). Judge Nalbandian further showed

how the majority cited state-court cases that were

plainly distinguishable and “inapplicabl[e],” and did not

represent a “universal view,” given that a “quick survey

yields other state caselaw that holds just the opposite.”

App. 40a-41a & n.3 (Nalbandian, J., dissenting).

Judge

Nalbandian

warned

that

requiring

“reasonable” mortality tables invites costly litigation

and higher administrative burdens, the costs of which

“will be passed on and will ultimately injure the

continued viability of the plans.” App. 51a (Nalbandian,

J., dissenting). Congress specifically tried to avoid that

result when crafting ERISA. See id. And given that

Congress “has repeatedly shown that it’s willing and

able to amend ERISA to respond to new developments,”

making judicial intervention unnecessary, Judge

Nalbandian emphasized that “judges[] … should focus

[their] energies only on interpreting Congress’s words

as written.” App. 51a-52a (Nalbandian, J., dissenting).

REASONS FOR GRANTING THE PETITION

THE QUESTION PRESENTED IMPLICATES

A GROWING DIVISION OF AUTHORITY.

The lower federal courts are sharply divided as to

whether ERISA’s “actuarial equivalence” requirement

contains an implicit reasonableness component. That

division extends across three courts of appeals and

numerous district courts, and judges on both sides of the

split have acknowledged the divide. Only this Court can

restore the uniformity that ERISA’s “comprehensive

and reticulated” scheme requires.

A. The Courts of Appeals Are Divided.

The courts of appeals are divided 2-1 as to whether

the term “actuarial equivalent” incorporates a

reasonableness requirement. In the decision below, the

Sixth Circuit held that when Congress required

“actuarial equivalence,” it silently meant to require the

use of “reasonable” actuarial assumptions.

The

Eleventh Circuit has since agreed with that

interpretation. It held that a “plan converting one form

of annuity to its ‘actuarial equivalent’ must base that

calculation on the kind of actuarial assumptions a

reasonable actuary would use.” Drummond, 177 F.4th

at 1081; see also id. at 1087 (expressly “join[ing] the view

of the Sixth Circuit”). Construing “actuarial equivalent”

as a term of art, the Eleventh Circuit concluded—based

on actuarial publications, the “plain meaning of [the

statute’s] component words,” and the “canon against

insignificance”—that a reasonableness requirement

should be imputed. Id. at 1087–88, 1095–96. Under

actuarial norms, the Eleventh Circuit reasoned,

“actuarial equivalence connotes a degree of connection

to empirical grounding and realistic expectations about

the future.” Id. at 1090.

The D.C. Circuit has taken the opposite view in

considering the definition of “actuarially equivalent” for

purposes of calculating lump-sum payments under 29

U.S.C. § 1054(c)(3). It held that the term “actuarially

equivalent” requires only a mathematical equivalence of

the present value of the two benefits being compared

based on the plan’s stated actuarial assumptions. See

Stephens, 644 F.3d at 440. Because “ERISA does not

further define actuarial equivalence,” the court

“assume[d] Congress intended that term of art to have

its established meaning.” Id. And that “established

meaning,” the court held, was that “[t]wo modes of

payment are actuarially equivalent when their present

values are equal under a given set of actuarial

assumptions.” Id. (emphasis added) (citing Jeff L.

Schwartzmann & Ralph Garfield, Education &

Examination Comm. of the Society of Actuaries,

Actuarially Equivalent Benefits 1, EA1-24-91 (1991)).

Under the D.C. Circuit’s approach—unlike that of the

Sixth and Eleventh Circuits—annuities are “actuarially

equivalent” simply if their present values are

mathematically equal based on actuarial assumptions

identified in the plan documents. No other substantive

requirement applies.

The circuit conflict is direct, acknowledged, and

outcome-determinative.

The Eleventh Circuit

expressly aligned itself with the decision below.

Meanwhile, Judge Nalbandian’s dissent followed the

D.C. Circuit’s Stephens decision, which he read to

foreclose the majority’s atextual gloss. App. 57a

(Nalbandian, J., dissenting). In other words, a plan using

the very same mortality table would likely win dismissal

in the D.C. Circuit and lose in the Sixth and Eleventh

Circuits under governing precedent. This Court’s

intervention is required to restore uniformity.

B. The District Courts Are Also Intractably

Divided.

The federal district courts are also deeply and openly

split on the question presented.

Several courts have followed ERISA’s text and

declined to line-edit the statute to include an implied

“reasonableness requirement”—including by expressly

disagreeing with the decision below. In Berkeley v. Intel

Corp., the Northern District of California held that

‘“actuarial equivalence’ merely reflects a mathematical

principle, devoid of an implied ‘reasonableness’

requirement.” Berkeley v. Intel Corp., 2026 WL 948725,

at *4 (N.D. Cal. Apr. 8, 2026). The court reached that

conclusion after examining the ordinary meaning of the

text (which nowhere mentions “reasonableness”), the

“purpose of ERISA,” the “structure of ERISA,” and

“congressional history”—repeatedly identifying and

rejecting the contrary reasoning of the decision below.

See id. at *4–8; see, e.g., id. at *5 (identifying a point

“not … considered by the Sixth Circuit in Reichert”).

Notably, Berkeley relied on a 1976 Society of Actuaries

Report on Actuarial Terminology—published just two

years after ERISA—which defines “actuarial

equivalence” as “[t]he situation where two or more items

have an equal actuarial present value under a selected

set of actuarial assumptions,” with no mention of

reasonableness. Id. at *3 (quotation marks omitted).

The District of Massachusetts reached the same

result at summary judgment. In Belknap v. Partners

Healthcare System, Inc., that court held that “actuarial

equivalent” does not incorporate a reasonableness

requirement because no such requirement appears “[o]n

its face,” and “[g]enerally, courts must assume that any

such omission from the text of ERISA is deliberate.”

Belknap v. Partners Healthcare Sys., Inc., 588 F. Supp.

3d 161, 170 (D. Mass. 2022); see also id. at 170–71 (citing

three decisions from this Court emphasizing that courts

should not “tamper” with ERISA by authorizing

remedies nowhere provided for). Even more to the

point, the court explained that “it appears that it is

industry practice to refer to plan documents to

determine the actuarial assumptions used to calculate an

actuarially equivalent benefit,” and that no

“reasonableness” requirement exists beyond the plan

documents themselves. Id. at 174–75. And the court

squarely rejected the analysis on the other side of the

split, explaining that it rests on regulations and

precedents addressed to lump-sum benefits—not

annuities. Id. at 173.

Finally, the Eastern District of Missouri reached the

same conclusion in Landel v. Olin Corp., holding that the

plaintiff’s “interpretation is not supported by a plain

reading of the text of 29 U.S.C. § 1055.” 2026 WL 785044,

at *4 (E.D. Mo. Mar. 20, 2026). Applying the D.C.

Circuit’s definition from Stephens, the court found that

the plan at issue was “actuarial[ly] equivalen[t]” because

it “explicitly stat[ed] which actuarial assumptions it

uses, namely a default interest rate of 9.2% and the 1983

Group Annuity Mortality Table.” Id. Though the

plaintiffs there contended that the “Plan’s chosen

interest rate and mortality table are ‘unreasonable,’” the

court disagreed and held that ERISA “does not impose

a substantive standard beyond actuarial equivalence.”

Id. at *4–5. That conclusion followed from the fact that

“ERISA is a carefully worded statute, and every

omission is given force,” and because Congress “knew

how to add substantive requirements to ERISA,

including a reasonableness requirement, and it did not

do so in Section 1055(d).” Id. at *5.

Conversely, in line with the decision below, the

Southern District of New York held that “ERISA

requires that Plan administrators use reasonable

actuarial assumptions when converting SLAs into

alternative benefits.” Masten v. Metro. Life Ins. Co., 543

F. Supp. 3d 25, 34-35 (S.D.N.Y. 2021).

The Eastern District of Wisconsin has reached the

same conclusion in a published decision. Smith v.

Rockwell Automation, Inc., 438 F. Supp. 3d 912, 915-16

(E.D. Wis. 2020); see also Duffy v. Anheuser-Busch Cos.,

LLC, 449 F. Supp. 3d 882, 887-92 (E.D. Mo. 2020)

(published decision denying dismissal); Cruz v.

Raytheon Co., 435 F. Supp. 3d 350, 352-53 (D. Mass.

2020) (same).

Several other decisions have reached the same

conclusion as well. For example, the Northern District

of Illinois has held that “[o]nly accurate and reasonable

actuarial assumptions can convert benefits from one

form to another in a way that results in equal value

between the two.” Urlaub v. CITGO Petroleum Corp.,

2022 WL 523129, at *6 (N.D. Ill. Feb. 22, 2022); see also,

e.g., Paieri v. W. Conf. of Teamsters Pension Tr., 2024

WL 3455269, at *10 (W.D. Wash. June 21, 2024);

Franklin v. Duke Univ., 2024 WL 1740479, at *3–4

(M.D.N.C. Apr. 23, 2024); Torres v. Am. Airlines, Inc.,

416 F. Supp. 3d 640, 650 (N.D. Tex. 2019); Smith v. U.S.

Bancorp, 2019 WL 2644204, at *3 (D. Minn. June 27,

2019).

C. Courts

and

Commentators

Acknowledged the Growing Split.

Have

Judges and commentators have recognized that this

conflict is deep and expected to proliferate further

absent this Court’s intervention.

One court has

observed that “[d]istrict courts across the country are

split on this issue.” Berkeley, 2026 WL 948725, at *4.

Another noted that “[o]ther district courts[] … have also

denied motions to dismiss based on claims that challenge

the use of purportedly unreasonable actuarial

assumptions.” Belknap, 588 F. Supp. 3d at 173; see also

Paieri, 2024 WL 3455269, at *9 (similarly noting the split

among district courts on the meaning of “actuarial

equivalent”). Indeed, the lower courts are split on every

aspect of the analysis—not only with respect to the

ordinary meaning of the text itself, but also as to the

structure and purpose of ERISA in relation to the

question presented. See Berkeley, 2026 WL 948725, at

*4 (noting split on text); id. at *6 (noting split on

structure).

Commentators agree. They report that “[l]arge

pension plans have been facing a wave of lawsuits from

participants since 2018 relating to whether the qualified

joint and survivor annuities (QJSA) and other forms of

annuities provided by the plan are the ‘actuarial

equivalent’ of the single life annuities (SLA) offered

under the plans.” 3 Other commentators have warned

that the “reasonableness” cases “do not offer clear

guidance for plan sponsors or plan actuaries as to the

legal

requirements

for

actuarial

equivalence

assumptions.” 4

Resolving the conflict now is particularly important

because the division otherwise threatens to fracture

further. At least one court has held that whether to

imply reasonableness is a factual question that cannot be

resolved even at summary judgment—a third approach

that would consign the meaning of a federal statute to

case-by-case resolution following a battle of experts. See

Scott v. AT&T, Inc., 790 F. Supp. 3d 781, 789-90 (N.D.

Cal. 2025).

This Court has not hesitated to grant certiorari to

resolve ERISA conflicts of comparable dimension.

Given the importance of uniformity and predictability

under ERISA, see Part II, this Court has not waited for

splits to deepen before granting certiorari.

For

example, last Term, this Court heard M & K Employee

Solutions v. Trustees of the IAM National Pension

Chelsea Ashbrook McCarthy & Allison Richter, The Current

Trends in Actuarial Equivalent Suits, Holland & Knight Alert

(Oct.

28,

2025),

https://www.hklaw.com/en/insights/publica

tions/2025/10/the-current-trends-in-actuarial-equivalent-suits

Katherine B. Kohn et al., What Is Reasonable? Lessons in

Pension Plan Actuarial Equivalence from Three Recent Cases,

ERISA Litigation Blog (July 16, 2026), https://www.erisa

litigation.com/2026/07/what-is-reasonable-lessons-in-pension-planactuarial-equivalence-from-three-recent-cases/

Fund, in which the petition alleged a 1-1 split between

the D.C. Circuit and the Second Circuit. 5 The need for

uniformity is at least as pressing here.

II. THE

QUESTION

PRESENTED

EXCEPTIONALLY IMPORTANT.

The question presented is also important. It affects

the retirement security of tens of millions of Americans,

the liabilities of hundreds of thousands of employers, and

the continued viability of the defined benefit system that

ERISA was enacted to encourage.

1. The scope of the affected population is immense.

Actuarial equivalence requirements reach many private

pension plans, since all traditional pension plans and

defined benefit plans that offer annuity payouts are

required by ERISA to allow for a joint and survivor

annuity. 29 U.S.C. § 1055(a), (b)(1). And defined benefit

plans hold nearly $3 trillion in assets, and disburse over

$250 billion in benefits annually.6

See Petition for a Writ of Certiorari at 10-15, M & K Employee

Solutions, LLC v. Trustees of the IAM National Pension Fund, 608

U.S. 264 (2026) (No. 23-1209), 2024 WL 2159338.

Employee Benefits Sec. Admin., U.S. Dep’t of Labor, Private

Pension Plan Bulletin: Abstract of 2023 Form 5500 Annual

Reports 3 (Jan. 2026), https://www.dol.gov/sites/dolgov/files/ebsa/

researchers/statistics/retirement-bulletins/private-pensionplan-bulletins-abstract-2023.pdf; Employee Benefits Sec. Admin.,

U.S. Dep’t of Labor, Private Pension Plan Bulletin Historical

Tables and Graphs 1975-2023, Tbl. E16, at 21 (Sept. 2025),

https://www.dol.gov/sites/dolgov/files/ebsa/researchers/statistics/r

etirement-bulletins/private-pension-plan-bulletin-historical-tablesand-graphs.pdf.

The Sixth Circuit’s decision allows any one of those

millions of participants and beneficiaries to sue any time

they believe an assumption is not reasonable. Litigation

is already exploding. Cf. Bennett v. Ecolab, Inc., 2026

WL 810758, at *2 (D. Minn. Mar. 24, 2026) (noting that

“ERISA’s ‘actuarial equivalence’ requirements ha[ve]

been the subject of a wave of litigation in recent years”).

And it will only continue to grow—as will the attendant

costs—absent prompt resolution of the question

presented. App. 51a (Nalbandian, J., dissenting)

(warning of “even more litigation and higher

administrative costs”).

2. A reasonableness standard also undermines the

predictability on which employers rely in offering

benefits to employees and may in fact harm some plan

participants. Predictable benefit liabilities are essential

to encourage employers to adopt benefit plans in the

first place. See, e.g., Conkright, 559 U.S. at 517. Yet one

consequence of the decision below is that administrators

would need to perpetually assess whether their plans’

actuarial assumptions remain “reasonable.” Even if

they attempted to do so, the task would impose severe

costs because continual revisions make it impossible for

anyone (either the plan sponsor or the participants) to

know what pension payments to expect. And the

problems would compound, as an administrator may

need to maintain multiple sets of past actuarial

assumptions to avoid reducing benefits for participants

whose pension payments would actually decrease under

the updated assumptions.

In addition, a reasonableness standard risks harming

some plan participants. The use of an older mortality

table with shorter life expectancies can increase the

benefits for individuals who retire after the normal

retirement age. See Belknap, 588 F. Supp. 3d at 176.

Those individuals would be worse off under the standard

adopted by the decision below. Recognizing this

possibility, some courts have denied class certification

where some plan participants are not in fact harmed by

the plan’s use of “unreasonable” assumptions. See, e.g.,

Torres v. Am. Airlines, Inc., 2020 WL 3485580, at *11

(N.D. Tex. May 22, 2020) (denying class certification

because Plaintiffs’ requested relief of “reforming the

definition of ‘Actuarial Equivalent’ in the Plans … would

harm some class members [Plaintiffs] seek to

represent”); Thorne v. U.S. Bancorp, 2021 WL 1977126,

at *2 (D. Minn. May 18, 2021) (similar).

Nor can employers, no matter how hard they try,

avoid lawsuits if reasonableness is the governing test. A

standard that is a “range, not a precise prescription,”

App. 19a, will spur litigation, and more litigation. The

decision below provides no meaningful guidance,

vaguely requiring adherence to mortality tables

reflecting the “modern-day plan participant,” whoever

that may be. App. 20a. But it is unclear what this means.

Mortality is constantly changing based on numerous

factors (geography, health, lifestyle, race, gender, etc.).

The Eleventh Circuit’s formulation—requiring “a degree

of connection to empirical grounding and realistic

expectations about the future,” Drummond, 177 F.4th at

1090—is, if anything, worse. How strong must the

connection be? How realistic the expectations? What

sort of empirical grounding? As one analyst has

observed, with no small understatement, “there has

been no clear pattern nationwide on how federal district

courts assess employers’ using mortality tables and

interest rates to calculate pensions.” 7

3. If a reasonableness standard becomes widespread,

virtually every case will survive at least to summary

judgment, as that standard often requires fact or expert

discovery. See, e.g., Rockwell Automation, 438 F. Supp.

3d at 916 (concluding that “[w]hether the tables are in

fact outside the range of reasonableness is a matter to be

resolved after discovery”). That in turn produces two

consequences, both of which confirm the importance of

granting the petition.

First, the pressure to settle will be enormous. As

Justice Alito observed, “in modern civil litigation,

getting by a motion to dismiss is often the whole ball

game because of the cost of discovery,” so “[d]efendants

facing those costs often calculate that it is efficient to

settle a case even though they are convinced that they

would win if the litigation continued.” Cunningham v.

Cornell Univ., 604 U.S. 693, 710௅11 (2025) (Alito, J.,

concurring) (citing, inter alia, Chubb, Excessive

Litigation Over Excessive Plan Fees in 2023, pp. 2–3

(Apr. 2023) (ERISA excessive plan fee cases settlement

increased six-fold since 2016 and can “cost more to

defend than to settle”)).

Such settlements are not hypothetical; they have

occurred. Raytheon (now RTX) settled a suit in

Robert Steyer, Mortality Table ERISA Lawsuits Face New Legal

Landscape – What it Means for Sponsors, Pensions & Invs. (July 2,

2026),

https://www.pionline.com/rules-regulations/erisa/pi-erisaretirees-mortality-table-interest-rate-fedex-kellogg/.

February 2021 for $59.2 million. MetLife settled a suit

in June 2026 for $23 million. And CITGO Petroleum

settled a suit for $10 million in October 2024. 8 Future

settlements are likely to be of a similar magnitude, given

that minor differences in mortality tables or interest

rates, compounded over decades and across thousands of

plan participants, can give rise to massive liabilities.

Second, employers may respond by curtailing or

abandoning pension plans altogether, making everyone

worse off. As the dissent below explained, in enacting

ERISA, Congress took “care to not make the statute ‘so

complex that administrative costs, or litigation

expenses, unduly discourage employers from offering

[ERISA] plans in the first place.’”

App. 50a

(Nalbandian, J., dissenting) (citing Conkright, 559 U.S.

at 517). This Court has recognized that “[n]othing in

ERISA requires employers to establish employee

benefits plans,” nor does it “mandate what kind of

benefits employers must provide if they choose to have

such a plan.” Lockheed, 517 U.S. at 887; see also Alessi

v. Raybestos-Manhattan, Inc., 451 U.S. 504, 511–12

(1981) (noting that “private parties[] … control the level

of benefits”). That flexibility is best honored by allowing

plan sponsors to determine which mortality tables and

interest rates to use in calculating actuarial equivalence

in this context. The alternative under the Sixth Circuit’s

approach is to shift that discretionary choice that

Congress intended to place in the plan sponsor’s hands

to the courts under an indeterminate “reasonableness”

standard.

Steyer, supra.

In the dissent’s words, the “most likely result of the

majority’s decision is even more litigation and higher

administrative costs,” which will “be passed on and will

ultimately injure the continued viability of the plans.”

App. 51a (Nalbandian, J., dissenting). That is precisely

the outcome ERISA was designed to avoid, and

precisely why this Court’s intervention is needed now.

III. THE DECISION BELOW IS WRONG.

Certiorari is also warranted because the decision

below is wrong. As Judge Nalbandian explained in

dissent, the majority’s reading cannot be squared with

the statute’s text, its structure, the relevant precedents

and secondary sources, or the Treasury regulation on

which the majority relied—and it reflects a form of

statutory interpretation this Court long ago abandoned.

A. The Decision Below Is Contrary to ERISA’s

Text.

The decision below violates the bedrock principle of

statutory interpretation that Congress “says in a statute

what it means and means in a statute what it says there.”

BedRoc Ltd., LLC v. United States, 541 U.S. 176, 183

(2004). The text of § 1055(d) includes no reasonableness

requirement. All it requires is “actuarial equivalence.”

29 U.S.C. § 1055(d)(1)(B). The word “reasonable”

appears nowhere in that command. See App. 30a

(Nalbandian, J., dissenting).

Though the decision below claimed not to “read

unwritten requirements into the statutory text,” App.

28a, that statement cannot be squared with its holding

that § 1055(d) “inherently requires mortality

assumptions that reasonably reflect the life of a modernday plan participant,” despite the absence of any express

reasonableness requirement in the clear and

unambiguous text of § 1055(d). App. 26a. As the dissent

put it, the majority “blue-pencil[ed] a federal statute to

match [its] policy preferences.” App. 30a (Nalbandian,

J., dissenting).

Nor can a reasonableness requirement be derived

from looking at the statutory terms themselves. Judge

Nalbandian examined the dictionary definitions of

“actuarial equivalent” and of the “downstream”

terminology it entails—“present value,” “interest rate,”

and “mortality table”—and found that “none of the

concepts or terms that go into calculating an actuarial

equivalent entail a reasonableness requirement, as

defined by dictionaries of the time.”

App. 35a

(Nalbandian, J., dissenting). Rather, a mortality table is

“a purely statistical creature.” App. 34a (Nalbandian, J.,

dissenting).

B. ERISA’s Structure Confirms That Congress

Omitted Any Reasonableness Requirement.

ERISA’s structure, purpose, and history confirm

this conclusion. Other provisions in ERISA do include a

reasonableness requirement with respect to actuarial

assumptions, but § 1055(d) conspicuously does not.

“Where Congress includes particular language in one

section of a statute but omits it in another section of the

same Act, it is generally presumed that Congress acts

intentionally and purposely in the disparate inclusion or

exclusion.” Russello v. United States, 464 U.S. 16, 23

(1983) (quotation marks omitted). That presumption

applies here: ERISA expressly mandates “reasonable”

or specified actuarial assumptions in at least four other

places and uses the word “reasonable” dozens of times

throughout the statute. But Congress did not include

that term here.

The panel majority sought to avoid the force of

Russello’s presumption by claiming that the other

ERISA provisions were “dissimilar.” App. 25a. But all

the cited provisions show that Congress used the word

“reasonable” with respect to actuarial assumptions

when it wanted to so specify, and did not do so in

§ 1055(d).

See 29 U.S.C. § 1393(a)(1) (requiring

reasonable actuarial assumptions to calculate a

multiemployer pension plan’s unfunded vested benefits

for withdrawal liability); id. § 1432(e)(1) (specifying

actuarial assumptions for multiemployer plans receiving

Special Financial Assistance under the American

Rescue Plan Act); id. § 1083(h)(1) (requiring that the

actuarial assumptions used to compute present values

for minimum-funding purposes be “reasonable”); id.

§ 1085a(c)(3)(A) (requiring a similar reasonableassumptions requirement for Cooperative and Small

Employer Charity pension plans). Here, as the dissent

explains, the provisions “involve the same mathematical

concept—actuarial calculation,” and “although Congress

opted in one section to specify that the assumptions used

in those calculations should be reasonable, it omitted

that requirement in another section about substantially

the same thing.” App. 44a-45a.

Moreover, the majority incorrectly rejected

Petitioners’ reliance on other ERISA provisions because

none “contain[s] the term ‘actuarial equivalent.’” App.

26a. In fact, 29 U.S.C. § 1054(c)(3), which governs lump-

sum calculations under 29 U.S.C. § 1055(g), does use that

term.

That provision therefore proves that the

majority’s reading is incorrect. In the majority’s view,

the reference to “actuarial equivalence” necessarily

required reasonable actuarial assumptions, yet

Congress has amended § 1055(g) several times to specify

the assumptions that plans may use.

See, e.g.,

Retirement Equity Act of 1984, Pub. L. No. 98-397, 98

Stat. 1426, 1432-33; Uruguay Round Agreements Act,

Pub. L. No. 103-465, 108 Stat. 4809, 5039-40 (1994).

Those amendments would be wholly superfluous on the

majority’s view.

ERISA’s embedded-in-text purpose further

confirms that courts should not imply reasonableness

requirements where Congress did not require them.

The “principal function” of ERISA is to “protect

contractually defined benefits.” US Airways, Inc. v.

McCutchen, 569 U.S. 88, 100 (2013) (internal quotation

marks omitted). For defined-benefit ERISA plans, the

contractually defined benefits are determined by the

plan’s written terms. See, e.g., Thole v. U.S. Bank N.A.,

590 U.S. 538, 542-43 (2020). ERISA’s enforcement

scheme is “built around reliance on the face of written

plan documents.” Heimeshoff v. Hartford Life &

Accident Ins. Co., 571 U.S. 99, 109 (2013) (quotation

marks omitted). The panel majority transformed

ERISA into something entirely different, rewriting the

text so that plan sponsors must provide whatever

benefits a reviewing court deems reasonable. That is not

the statute Congress wrote.

Nor was there any reason for the majority to “rush

in to do the work of the legislature” here. App. 47a

(Nalbandian, J., dissenting). As Judge Nalbandian

explained, when a plan violates one of ERISA’s

substantive requirements, it can lose its tax-qualified

status under the Internal Revenue Code, which

“imposes a reasonableness requirement on pension

plans’ actuarial assumptions when calculating QJSAs.”

App. 48a-49a (Nalbandian, J., dissenting); see also 26

U.S.C. § 401(a)(13)(D). Thus, while a “plan wouldn’t

violate ERISA (properly understood) by using outdated

rates, … [u]sing those rates could violate the IRC and its

implementing regulations, which would bring a far

worse fate for the pension plans.” App. 50a (Nalbandian,

J., dissenting).

Finally, ERISA’s legislative history, for those who

take it into account, confirms that Congress did not

intend to adopt a reasonableness standard. Senator

Mondale tried and failed to pass an amendment to

ERISA that would have required JSAs to be

determined using “reasonable actuarial methods

approved by” the Secretary of Labor. Berkeley, 2026

WL 948725, at *7 (citing authority omitted). And a

report from the Society of Actuaries titled “Report on

Actuarial Terminology for Pension Plans in 1976” sought

to “standardize and clarify actuarial terms to achiev[e]

compliance with ERISA, and [that report] defines

actuarial equivalence to mean the situation where two or

more items have an equal actuarial present value under

a selected set of actuarial assumptions.” Id. at *3

(internal quotation marks to citing authority omitted).

C. The Decision Below Reflects a Discredited

Method of Statutory Interpretation.

The Sixth Circuit’s decision also embraces an

approach to statutory interpretation that this Court long

ago discarded. The majority rummaged around in old

state court decisions and secondary sources for out-ofcontext passages that it believed supported its

approach—ignoring that these sources addressed

different issues entirely and that other sources rejected

its views. Cf. Conroy v. Aniskoff, 507 U.S. 511, 519

(1993) (Scalia, J., concurring in the judgment)

(describing this approach as “the equivalent of entering

a crowded cocktail party and looking over the heads of

the guests for one’s friends”). Resting one’s conclusion

on a decision from the Washington Supreme Court, a

California intermediate court, and a Pennsylvania trial

court is not a sound basis for construing a federal

statute—and, in any event, each of those cases is

distinguishable. See App. 41a-42a & n.3 (Nalbandian, J.,

dissenting). And as the dissent noted, the “majority’s

cited state caselaw doesn’t represent the universal

view,” as a “quick survey yields other state caselaw that

holds just the opposite.” App. 41a (Nalbandian, J.,

dissenting) (discussing Sheffield v. Alaska Pub. Emps.’

Ass’n, 732 P.2d 1083 (Alaska 1987)). The majority

likewise cherry-picked among academic sources,

elevating a “few academic sources” while ignoring that

other “contemporaneous actuarial academics” were

“agnostic about the selection of actuarial assumptions.”

App. 42a & n.4 (Nalbandian, J., dissenting).

Along similar lines, the majority improperly relied on

inapposite Treasury regulations to buttress its reading

of § 1055(d). App. 6a-7a, 18a-19a. In particular, the

majority identified a Treasury regulation that

interpreted a provision of the tax code establishing what

defined benefit plans must do to maintain their taxqualified status.

See 26 U.S.C. § 401; 26 C.F.R.

§ 1.401(a)-11(b)(2). The majority found it significant that

this regulation provided that “[e]quivalence may be

determined, on the basis of consistently applied

reasonable actuarial factors.” 26 C.F.R. § 1.401(a)11(b)(2) (emphasis added). But the majority’s reliance

on this regulation is again out-of-step with this Court’s

approach to statutory interpretation in several respects.

To begin, as the majority concedes, App. 18a-19a, the

cited Treasury regulation does not even interpret

§ 1055(d) but instead interprets a provision of the tax

code. The regulations governing tax-qualified status do

not control what ERISA’s statutory text means, nor

could they. Cf. Belknap, 588 F. Supp. 3d at 171;

Berkeley, 2026 WL 948725, at *8.

In addition, the majority’s reliance on the regulation

to shed light on the meaning of the statute contravenes

Loper Bright Enterprises v. Raimondo, 603 U.S. 369

(2024). The majority reasoned that the Treasury

regulation was entitled to “great respect” because it was

“roughly contemporaneous” and reflected a “consistent”

understanding

the

actuarial-equivalence

requirement. App. 19a. But such respect is due only to

“those who were called upon to act under the law, and

were appointed to carry its provisions into effect.”

Loper Bright, 603 U.S. at 386. Here, as the dissent

explained, the Treasury Department had no interpretive

authority over ERISA when it promulgated the

regulation in 1977—one year before the Reorganization

Plan of 1978 conferred that authority. App. 49a

(Nalbandian, J., dissenting). And even after receiving

authority over ERISA, Treasury twice amended the

regulation without extending its reasonableness gloss to

§ 1055(d). App. 51a (Nalbandian, J., dissenting). As the

dissent explained, it “wouldn’t make much sense to

follow an agency’s interpretation of a statutory term—

no matter how close in time to the statute’s enactment—

if the interpretation isn’t oriented toward the statute at

issue, but a statute that happens to contain the same

language.” App. 50a (Nalbandian, J., dissenting).

In fact, to the extent the Treasury regulations speak

to this issue at all, they favor Petitioners’ interpretation

of § 1055(d). As the dissent observed, “the fact that the

Treasury deemed it necessary to specify a

reasonableness requirement by regulation shows that

the plain meaning of the statute doesn’t convey that

requirement.” App. 48a-49a (Nalbandian, J., dissenting).

The regulation confirms only that reasonableness must

be added—by an agency exercising delegated authority

under a different statute—precisely because the term

“actuarial equivalent” does not supply it.

IV. THIS CASE IS A GOOD VEHICLE.

Finally, this case is a good vehicle to address the

important question presented.

First, the panel squarely and decisively resolved the

precise question presented, in a published opinion, over

an on-point dissent. Because the case arises on a motion

to dismiss, it presents a pure question of law, with no

facts to resolve and no antecedent grounds obstructing

this Court’s review.

Second, the parties and the panel joined issue on

exactly the question of statutory interpretation this

Court would decide, and the majority and dissent set out

the strongest form of each position across text,

structure, precedent, secondary sources, and related

regulations.

Finally, further percolation is unnecessary to resolve

this pure question of statutory interpretation. That is

especially so in light of the ongoing uncertainty and

massive liabilities the decision below has engendered.

See supra Part II. The competing positions are clearly

defined, and the stakes are mounting. Waiting for

additional courts of appeals to weigh in would only

multiply the liabilities and settlements already incurred,

while doing nothing to clarify the question presented. 9

CONCLUSION

This Court should grant the petition for a writ of

certiorari.

At a minimum, given the deep uncertainty as to the meaning of

this landmark federal statute, the Court should call for the views of

the Solicitor General.

Respectfully submitted,

Joseph J. Torres

Alexis E. Bates

JENNER & BLOCK LLP

353 North Clark Street

Chicago, IL 60654

Zachary C. Schauf

Counsel of Record

Arjun R. Ramamurti

Emma J. O’Connor

JENNER & BLOCK LLP

1099 New York Avenue NW

Suite 900

Washington, DC 20001

(202) 639-6000

zschauf@jenner.com

Counsel for Petitioners

September 14, 2026

APPENDIX

INDEX

Appendix A

Reichert v. Kellogg Co., 170 F.4th 473 (6th

Cir. 2026) ....................................................................... 1a

Appendix B

Reichert v. Bakery, Confectionary, Tobacco

Workers and Grain Millers Pension

Committee, 2024 WL 5410419 (E.D. Mich.

Apr. 17, 2024) .............................................................. 53a

Appendix C

Denial of Rehearing and Rehearing en banc,

Reichert v. Kellogg Co., 2026 WL 1642633

(6th Cir. May 15, 2026) .............................................. 59a

Appendix D

Relevant Statutory Provisions ................................ 61a

Appendix A

Thomas N. REICHERT; Stuart R. Buck; Kenneth A.

Henrich, on behalf of themselves and all others

similarly situated,

Plaintiffs-Appellants,

KELLOGG COMPANY, et al.,

Defendants

Bakery, Confectionary, Tobacco Workers and Grain

Millers Pension Committee; Kellanova, fka Kellogg

Company; WK Kellogg Company; The Administrative

Committee of Kella-nova Pension Plan; John Does 1–20,

Defendants - Appellees.

Robert S. Watt; Gary J. Friesen; Michael H. McKenna;

Geoffrey B. Coe; Craig A. Covic,

Plaintiffs-Appellants,

FedEx Corporation; FedEx Corporation Employees’

Pension Plan; Retirement Plan Investment Board of

FedEx Corporation; John/Jane Does 1–10,

Defendants-Appellees.

No. 24-1442, No. 24-5945

United States Court of Appeals,

Sixth Circuit.

Argued: May 8, 2025

Decided and Filed: March 16, 2026

Before: STRANCH, BUSH, and NALBANDIAN,

Circuit Judges.

STRANCH, J., delivered the opinion of the court in

which BUSH, J., concurred. NALBANDIAN, J. (pp.

488–98), delivered a separate dissenting opinion.

OPINION

JANE B. STRANCH, Circuit Judge.

Retired employees of the Kellogg Company and

FedEx Corporation sued their respective employers and

pension plans for violating the Employee Retirement Income Security Act (ERISA). Plaintiffs, each of whom

are married participants in employee pension plans,

alleged that their plans used outdated mortality data to

calculate their benefits, which improperly decreased

those benefits in violation of ERISA’s actuarial

equivalence requirement. The district courts dismissed

the actions on the ground that ERISA does not require

pension plans to use particular mortality tables or

actuarial assumptions when calculating benefits for

married participants. We REVERSE and REMAND

for further proceedings.

I. BACKGROUND.

A. Statutory and Regulatory Background

Congress enacted ERISA in 1974 to ‘‘protect … the

interests of participants in employee benefit plans and

their beneficiaries’’ by establishing substantive

requirements for employee benefit plans and ‘‘by

providing for appropriate remedies’’ in federal court. 29

U.S.C. § 1001(b); see Pub. L. No. 93-406, 88 Stat. 829.

Although ERISA does not ‘‘require[] employers to

establish’’ benefit plans or ‘‘mandate what kind of

benefits employers must provide,’’ it ensures that

‘‘employees will not be left empty-handed once

employers have guaranteed them certain benefits.’’

Lockheed Corp. v. Spink, 517 U.S. 882, 887, 116 S.Ct.

1783, 135 L.Ed.2d 153 (1996). ERISA’s requirements

arise, in large part, from the common law of trusts—a

body of law that courts have long utilized to impose and

enforce obligations on fiduciaries of private welfare and

pension plans. Firestone Tire & Rubber Co. v. Bruch, 489

U.S. 101, 110–11, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989).

Under ERISA, as in trust law, fiduciaries are

charged with protecting the interests of, and managing

the money owed to, plan participants and their

beneficiaries. See Akers v. Palmer, 71 F.3d 226, 229 (6th

Cir. 1995). Such fiduciaries are named by the plan

instrument, 29 U.S.C. § 1102(a)(2), and they must

‘‘discharge [their] duties’’ with ‘‘the care, skill, prudence,

and diligence under the circum-stances then prevailing

that a prudent man acting in a like capacity and familiar

with such matters would use,’’ id. § 1104(a)(1).

A key aspect of ERISA is its regulation of

traditional, private pension plans. Under ERISA, a

pension plan may be either a defined contribution plan,

such as a 401(k), or a defined benefit plan, in which the

plan guarantees a certain pension benefit upon

retirement. See West v. AK Steel Corp., 484 F.3d 395,

398–99 (6th Cir. 2007); Smith v. CommonSpirit Health,

37 F.4th 1160, 1162 (6th Cir. 2022). This case deals with

the latter type, defined benefit plans. Once an employer

has promised a defined pension benefit to an employee,

ERISA requires, among other things, that the employer

adhere to specific vesting requirements and timely pay

the promised, vested benefit to the employee. See, e.g.,

29 U.S.C. § 1053 (imposing vesting requirements on

private pension plans).

Relevant to this case, ERISA provides for different

types of defined pension benefits depending on whether

an employee is single or married. The Act requires that

pension plans offer unmarried participants a single life

annuity (SLA), in which a participant receives a defined

benefit payment for the duration of his or her own life.

See Spirt v. Tchrs. Ins. & Annuity Ass’n, 691 F.2d 1054,

1058 n.1 (2d Cir. 1982); Esden v. Bank of Boston, 229

F.3d 154, 159 (2d Cir. 2000). For married participants,

however, ERISA requires plans to offer as an option a

joint and survivor annuity (JSA). A JSA ensures that,

should a married participant predecease his or her

spouse, the spouse will continue to receive benefits for

the remainder of his or her life. See Shields v. Reader’s

Digest Ass’n, Inc., 331 F.3d 536, 539 (6th Cir. 2003). A

participant receiving a JSA is likely to receive a lower

monthly payment than a participant receiving an SLA

be-cause, under a JSA, ‘‘the payments are likely to

continue for a longer period of time because of the

survivor benefits component.’’ Id. at 539 n.2.

ERISA also places requirements on the JSAs offered

to plan participants. Employers providing employee

pension plans must offer married participants an

‘‘accrued benefit’’ in the form of a ‘‘qualified joint and

survivor annuity’’ (QJSA). 29 U.S.C. § 1055(a)(1).

Section 1055(d) defines a QJSA as:

an annuity … for the life of the participant with a

survivor annuity for the life of the spouse which

is not less than 50 percent of (and is not greater

than 100 percent of) the amount of the annuity

which is payable during the joint lives of the

participant and the spouse.

Id. § 1055(d)(1)(A). In other words, a QJSA is a

statutorily prescribed form of JSA that, like all JSAs,

consists of an annuity (i.e., a fixed monthly payment)

starting at the participant’s retirement and continuing

through the ‘‘joint’’ lives of the participant and his or her

spouse, followed by a ‘‘survivor annuity’’ (i.e., another

fixed monthly payment) to the participant’s spouse for

the remainder of the spouse’s life. That survivor annuity

must be no less than 50% and no greater than 100% of

the annuity paid during the participant’s life-time. 1

Critically, § 1055(d) specifies that a QJSA must be the

‘‘actuarial equivalent of a single annuity for the life of the

participant.’’ Id. § 1055(d)(1)(B).

Though the QJSA is the default benefit option for a

married participant, see id. § 1055(c)(1)(A), § 1055

requires employers to permit a participant, with the

For example, a 75% QJSA will provide the surviving spouse with

a fixed monthly payment that is equal to 75% of the monthly

payment received during the participant’s life. See 29 U.S.C.

§ 1055(d)(1)(A).

consent of his or her spouse, to waive the QJSA, id. The

plan must then offer, as a minimum alternative, a

‘‘qualified optional survivor annuity’’ (QOSA). Id.

§ 1055(c)(1)(A). The statute defines a QOSA as:

an annuity … for the life of the participant with a

survivor annuity for the life of the spouse which

is equal to the applicable percentage of the

amount of the annuity which is payable during the

joint lives of the participant and the spouse.

Id. § 1055(d)(2)(A). A QOSA functions in the same way

as the QJSA, except that it is required to provide a

survivor annuity with a different percentage than that

of the default QJSA. 2 Id. § 1055(d)(2)(B)(i). Section

1055(d) requires that a QOSA, like a QJSA, be the

‘‘actuarial equivalent’’ of an SLA ‘‘for the life of the

participant.’’ Id. § 1055(d)(2)(A)(ii).

ERISA does not define or elaborate on the term

‘‘actuarial equivalent.’’ Congress, however, has

conferred on the Department of the Treasury the

authority to interpret certain provisions of ERISA,

including § 1055. See § 1055 (authorizing the Secretary

of the Treasury to prescribe regulations under § 1055).

The Department also has interpretive authority over the

parallel provision to § 1055 in the Internal Revenue

Code, 26 U.S.C. § 401, which establishes the

requirements for defined benefit plans to maintain their

tax-qualified status. The Treasury Department has

Specifically, if the default QJSA pays less than 75% to the

surviving spouse, the QOSA must pay 75%, and if the default QJSA

pays 75% or more, the QOSA must pay 50%.

issued regulations interpreting § 401, 26 C.F.R.

§ 1.401(a)-11, which provide, among other things:

A qualified joint and survivor annuity must be at

least the actuarial equivalent of the normal form

of life annuity or, if greater, of any optional form

of life annuity offered under the plan.

Equivalence may be determined, on the basis of

consistently applied reasonable actuarial factors,

for each participant or for all participants or

reasonable groupings of participants, if such

determination does not result in discrimination in

favor of employees who are officers,

shareholders, or highly compensated.

Id. at § 1.401(a)-11(b)(2).

B. Factual Background and Procedural History

1. Kellogg Plaintiffs

Plaintiffs Thomas N. Reichert, Stuart R. Buck, and

Kenneth A. Henrich are retired employees of the

Kellogg Company. Each is a married participant of one

of two defined benefit pension plans, (1) the Kellanova

Pension Plan and (2) the Bakery, Confectionary, Tobacco

Workers and Grain Millers (BCTGM) Pension Plan

(together, the ‘‘Kellogg Plans’’). 3 Both Plans offer

married participants three JSAs that purportedly meet

the criteria for QJSAs—a 50% default JSA, a 75% JSA,

and a 100% JSA. Reichert and Buck are participants in

the BCTGM Plan and elected to receive a 50% JSA.

In 2023, Kellogg split into two entities: Kellanova and WK Kellogg

Co. The Kellanova and BCTGM Pension Plans, which were

previously both sponsored by Kellogg, are now sponsored by

Kellanova and WK Kellogg, respectively.

Henrich is a participant in the Kellanova Plan, through

which he opted into a 100% JSA.

To convert an SLA to a QJSA, the Kellogg Plans use

an interest rate and mortality table. Interest rates

account for the time value of money by ‘‘discount[ing]

the value of expected future payments to the date of the

calculation.’’ R. 22, Am. Compl., PageID 122. Mortality

tables estimate expected longevity of the participant by

‘‘predict[ing] the rate at which retirees will die at any

given age.’’ Id. Both variables are combined to generate

a ‘‘conversion factor,’’ which is used to determine the

benefit that would be actuarially equivalent to the SLA

for a given participant. Assume, for example, a married

participant with a 50% QJSA, who, if single, would

receive a monthly SLA benefit of $1,000. Applying a

conversion factor of .90, the joint annuity would be $900

per month, and after the participant’s death, his spouse

would receive $450.

To determine the applicable conversion factor, the

Kellogg Plans use the Uninsured Pensioners (UP) 1984

Mortality Table, which is based on mortality data from

the 1960s and 1970s. Because mortality rates have

improved over the last several decades, the use of this

decades-old mortality table produces higher mortality

rates that assume fewer total payments for the singlelife comparator SLA, resulting in a lower conversion

factor for the JSAs. The lower conversion factor

decreases the monthly payment that Plaintiffs receive.

If the Kellogg Plans were to use contemporary mortality

data, each Plaintiff would receive a higher monthly

payment.

On September 14, 2023, Reichert, Buck, and Henrich,

on behalf of themselves and others similarly situated,

filed a class action suit in federal court. On December 15,

2023, Plaintiffs filed an amended class action complaint

against the Kellogg Plans and their administrators

(collectively, ‘‘Kellogg’’). Plaintiffs alleged violation of 29

U.S.C. § 1055 on the ground that the Kellogg Plans’ use

of outdated mortality tables and actuarial assumptions

failed to provide them with QJSAs that were actuarially

equivalent to SLAs as required by § 1055(d), which

resulted in the systematic underpayment of benefits.

Plaintiffs also alleged that the Kellogg Plans’ failure to

comply with § 1055(d) constituted a breach of fiduciary

duty under 29 U.S.C. § 1104. Kellogg moved to dismiss

Plaintiffs’ complaint for failure to state a claim. The

district court dismissed the complaint in full, holding

that Plaintiffs’ claims failed as a matter of law because

§ 1055 does not require the use of particular mortality

tables or actuarial assumptions.

2. FedEx Plaintiffs

Plaintiffs Robert A. Watt, Gary J. Friesen, Michael

H. McKenna, Geoffrey B. Coe, and Craig A. Covic are

former employees of the FedEx Corporation and

married participants in the FedEx Corporation

Employees’ Pension Plan (FedEx Plan), a defined

benefit pension plan. The FedEx Plan offers married

participants three JSAs that, it asserts, meet the criteria

for QJSAs: a 50% default JSA, a 75% JSA, and a 100%

JSA. Pursuant to the FedEx Plan, Watt, Friesen, and

Coe receive the Plan’s 100% JSA, while Covic and

McKenna receive the 50% JSA.

10a

Like the Kellogg Plans, the FedEx Plan uses an

interest rate and a mortality table to generate a

conversion factor, which is then used to calculate the

QJSA that would be actuarially equivalent to a

participant’s payments under an SLA. The FedEx Plan

uses the UP 1984 Mortality Table (the same one Kellogg

uses) and the 1971 GAM Mortality Table, which is based

on mortality data from the 1960s. As with the Kellogg

Plans, the FedEx Plan’s use of outdated mortality tables

results in a lower monthly payment of benefits to each

Plaintiff.4

On September 19, 2023, Watt, Friesen, McKenna,

Coe, and Covic, on behalf of themselves and others

similarly situated, filed a class action suit in federal

court. On November 6, 2023, Plaintiffs filed an amended

complaint against the FedEx Plan and its administrators

(collectively, ‘‘FedEx’’). The amended complaint alleged

violation of § 1055 based on FedEx’s use of outdated

mortality data and consequent failure to offer Plaintiffs

QJSAs within the meaning of § 1055(d). And it alleged

The FedEx Plan also applies ‘‘setbacks’’ that further diminish the

amount of benefits each Plaintiff receives. Specifically, the Plan applies a three-year ‘‘setback’’ for beneficiary spouses under the UP

84 Mortality Table and a six-year ‘‘setback’’ for beneficiary spouses

under the 1971 GAM Mortality Table. A ‘‘set-back’’ ‘‘subtracts a

specified number of years from a standard mortality table for

purposes of calculating benefits’’—for example, ‘‘if there is a 65-year

old retiree who has a spouse that is also 65, but the plan states that

there is a [three]- year setback for beneficiaries, then, for purposes

of calculating benefits, the plan uses age 62 for the beneficiary’s

age.’’ Using a younger age for the spouse overestimates the

likelihood that the spouse will outlive the participant, which further

reduces the conversion factor and, in turn, the participant’s monthly

payments.

11a

breach of fiduciary duty under § 1104 based on the

violation of § 1055(d). FedEx moved to dismiss the

complaint for failure to state a claim. The district court

concluded that § 1055 does not require the use of

particular actuarial assumptions and dismissed

Plaintiffs’ complaint.

II. ANALYSIS

Both district courts had federal question jurisdiction

under 28 U.S.C. § 1331. Plain-tiffs, in turn, timely appeal

the district courts’ final judgments, conferring this court

with jurisdiction to hear the appeals under 28 U.S.C.

§ 1291.

A district court’s order of dismissal for failure to

state a claim under Federal Rule of Civil Procedure

12(b)(6) is reviewed de novo. Jones v. City of Cincinnati,

521 F.3d 555, 559 (6th Cir. 2008). We must ‘‘construe the

complaint in the light most favorable to the plaintiff,

accept all well-pleaded factual allegations as true, and

examine whether the complaint contains ‘sufficient

factual matter, accepted as true, to state a claim to relief

that is plausible on its face.’” Ohio Pub. Emps. Ret. Sys.

v. Fed. Home Loan Mortg. Corp., 830 F.3d 376, 382–83

(6th Cir. 2016) (quoting Ashcroft v. Iqbal, 556 U.S. 662,

678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009)).

The core issue in these appeals is whether Plaintiffs

sufficiently pleaded claims that Defendants’ use of

outdated mortality tables violated § 1055(d)’s actuarial

equivalence requirement. FedEx also raises two

alternative bases for dismissal of the claims against it,

neither of which were decided by the district court. We

address each issue in turn.

12a

A. Section 1055(d)’s

Requirement

Actuarial

Equivalence

Plaintiffs assert that their employers’ use of

unreasonably outdated mortality data to calculate their

benefits violates ERISA. Specifically, they allege that

the use of such data fails to produce JSAs that are

actuarially equivalent to the SLAs they would otherwise

receive, thereby denying them the QJSAs to which they

are entitled under § 1055. Defendants argue that

Plaintiffs’ claim fails as a matter of law because

§ 1055(d)(1)(B)’s actuarial equivalence requirement

places no restrictions on the actuarial assumptions that

a pension plan may use when calculating QJSAs. The

viability of Plaintiffs’ claims, therefore, hinges on

whether § 1055(d)(1)(B) prohibits the use of

unreasonably outdated actuarial assumptions.

As always, our analysis begins with the ‘‘statutory

text.’’ United States ex rel. Felten v. William Beaumont

Hosp., 993 F.3d 428, 431 (6th Cir. 2021). We ‘‘interpret[]

a statute in accord with the ordinary public meaning of

its terms at the time of its enactment.’’ Bostock v.

Clayton Cnty., 590 U.S. 644, 654, 140 S.Ct. 1731, 207

L.Ed.2d 218 (2020). To do so, we must look to ‘‘the

language itself’’ and ‘‘the specific context in which that

language is used.’’ Felten, 993 F.3d at 431 (quoting

Robinson v. Shell Oil Co., 519 U.S. 337, 340–41, 117 S.Ct.

843, 136 L.Ed.2d 808 (1997)). Should the text prove

‘‘unclear,’’ we may look to the statute’s broader con-text,

structure, and purpose to resolve the ambiguity. Felten,

993 F.3d at 431.

13a

1. Section 1055(d)

Unreasonably

Assumptions

Prohibits the Use of

Outdated

Actuarial

Section 1055(d) specifies that a QJSA must be the

‘‘actuarial equivalent of a single annuity for the life of the

participant.’’ 29 U.S.C. § 1055(d)(1)(B). As all parties

recognize, the term ‘‘single annuity’’ refers to the SLA

benefits that a participant would receive in lieu of a

QJSA. Section 1055 also makes clear that the relevant

SLA must be ‘‘for the life of the participant.’’ Id. In other

words, the QJSA must be actuarially equivalent to the

amount of SLA benefits that a participant—here, each

Plaintiff—would have received over the course of his or

her life, from retirement to death.

The critical interpretive issue is the meaning of the

term ‘‘actuarial equivalent’’ at the time of ERISA’s

enactment in 1974. See Bostock, 590 U.S. at 655, 140 S.Ct.

1731. The term ‘‘actuarial equivalent’’ has long been

utilized in actuarial practice. See Walter J. Couper &

Roger Vaughan, Pension Planning: Experience and

Trends 189 (1954). We therefore evaluate this ‘‘term of

art’’ as it was understood by actuarial scientists when

ERISA was enacted. See Corning Glass Works v.

Brennan, 417 U.S. 188, 201, 94 S.Ct. 2223, 41 L.Ed.2d 1

(1974); see also Stephens v. U.S. Airways Grp., 644 F.3d

437, 440 (D.C. Cir. 2011) (treating ‘‘actuarial

equivalence,’’ as used in 29 U.S.C. § 1054(c), as a ‘‘term

of art’’); United States v. Hansen, 599 U.S. 762, 774, 143

S.Ct. 1932, 216 L.Ed.2d 692 (2023) (‘‘[W]hen Congress

‘borrows terms of art in which are accumulated the legal

tradition and meaning of centuries of practice, it

14a

presumably knows and adopts the cluster of ideas that

were attached to each borrowed word.’”).5

Before ERISA’s passage in 1974, actuarial scientists

understood the term ‘‘actuarial equivalent’’ to describe a

situation in which one benefit has an equal present value

to another benefit after accounting for certain actuarial

assumptions, such as mortality rates. See Couper &

Vaughan, supra, at 189; accord Michael Puchek, Pension

Plan Policies and Practices 30 (1952) (explaining that

two benefits are the ‘‘actuarial equivalent’’ of one

another when one benefit is ‘‘equal to the value’’ of the

other ‘‘discounted for death and interest’’). That

‘‘established meaning’’ persists in the modern era—as

the D.C. Circuit explained in 2011, ‘‘[t]wo modes of

payment are actuarially equivalent when their present

values are equal under a given set of actuarial

assumptions.’’ Stephens, 644 F.3d at 440 (citing Jeff L.

Schwartzmann & Ralph Garfield, Educ. & Exam. Comm.

of the Soc’y of Actuaries, Actuarially Equivalent

Benefits 1, EA1-24-91, https://perma.cc/ XKD8-FDLW).

Well before 1974, actuarial scientists recognized that

ensuring equal present value between or among benefits

requires mortality data that appropriately reflects the

This is, at its core, the primary problem with the dissent’s theory

of this case. The dissent considers all of the terms in § 1055(d) in the

sense that a layperson might. But technical terms carry their

technical meanings, so we need to consider how an actuary in 1974

would have understood these terms, not how a layperson might

have understood them. See NLRB v. Coca-Cola Bottling Co., 350

U.S. 264, 269, 76 S.Ct. 383, 100 L.Ed. 285 (1956) (‘‘But if the word be

deemed to have a peculiar connotation for those intimate with

[actuarial sciences], it is incumbent upon us to give the word its

technical meaning[.]’’).

15a

expected lives of the recipients of the benefits. For

example, Plaintiffs point to a 1964 book on the actuarial

science of pensions, which explained that, to convert

single life annuities into ‘‘reduced pensions’’ such as

‘‘joint and survivor annuit[ies],’’ ‘‘[i]t is general practice

to determine the reduced pensions on the basis of

actuarial equivalence calculated on appropriate

mortality tables.’’ William F. Marples, Actuarial Aspects

of Pension Security 40 (1964) (emphasis added).

Similarly, in a 1964 article, a prominent actuarial

scientist explained that one of the key starting points for

determining actuarial equivalence is a ‘‘suitable’’

mortality table. Hilary L. Seal, ‘‘Actuarial

Equivalence’’: An Exposition, 101 Tr. & Est. 836, 836

(1962).

In the pension context, a mortality table was

understood to be ‘‘appropriate’’ or ‘‘suitable’’ when it

aligned with the life expectancy of the relevant

participant population. See Dorrance C. Bronson,

Concepts of Actuarial Soundness in Pension Plans 36–37

(1957). As mortality rates change, so too must the

mortality data that actuaries select. See Wilmer A.

Jenkins & Edward A. Lew, A New Mortality Basis for

Annuities, 1 Transactions of Soc’y of Actuaries 369, 369

(1949). That understanding has persisted in the decades

after ERISA’s enactment. See, e.g., Schwartzmann &

Garfield, supra, at 11 (explaining that ‘‘interest and

mortality assumptions play a key role’’ in determining

actuarial equivalence, and that the assumptions used

must be ‘‘reviewed and modified’’ so that they ‘‘continue

to fairly assess the cost of the optional basis of

payment’’).

16a

Pre-1974 judicial decisions evinced the same

understanding of actuarial equivalence. For example, in

1954, a Pennsylvania court held that ‘‘the term ‘actuarial

equivalent’ TTT means calculations made at retirement

according to the best actuarial information and tables

then available to the actuary.’’ O’Dea v. Pub. Sch. Emp.

Ret. Bd., 88 Pa. D. & C. 593, 604 (Pa. Ct. C.P. 1954). A

Washington court similarly held in 1959 that actuarial

equivalence ‘‘reasonably requires the most accurate

tables available.’’ King Cnty. Emp. Ass’n v. State Ret.

Bd., 54 Wash.2d 1, 336 P.2d 387, 391 (1959) (en banc); see

also id. (explaining that a pension fund could only be

‘‘self-sufficient,’’ as was required by the relevant statute,

if ‘‘the mortality tables in use … accurately reflect the

life expectancy of members when they retire’’). A

California court echoed this understanding two years

before ERISA’s passage, explaining that an

‘‘actuarial[ly] equivalent’’ retirement benefit is one that

is ‘‘reasonably expected to be paid to’’ the participant

‘‘based upon the actuarial expectancy of the lives of’’ the

participant and his spouse. Berry v. Bd. of Ret., 23 Cal.

App. 3d 757, 759, 100 Cal. Rptr. 549 (1972). The actuarial

literature and historical caselaw point in the same

direction—actuarial equivalence requires mortality

assumptions that reasonably reflect the lives of the

applicable benefit recipients. That means using up-todate mortality data, not data from half a century ago.

This makes good sense. Actuaries are professionals,

and a core part of their job is to perform calculations and

make pre-dictions based on real-world conditions. See

Dan M. McGill, Fundamentals of Private Pensions 218–

19 (2d ed. 1964). Competent performance of this

professional obligation demands that actuaries ‘‘base

17a

[their] forecasts on assumptions which at the time of the

valuation seem to be the most appropriate for the case

at hand.’’ Id. Recognition of these basic concepts is part

of our duty to evaluate the term ‘‘actuarial equivalent’’

‘‘by reference to the art or science to which [it is]

appropriate.’’ Corning Glass Works, 417 U.S. at 201, 94

S.Ct. 2223 (quotation omitted). Defendants’ position that

pension plans can use whatever assumptions they wish,

including outdated and inapplicable mortality data, does

not accord with these core concepts. Actuarial

equivalence, in the context of lifetime pension benefits,

cannot be attained if the mortality assumptions used to

calculate such benefits fail to align with the life

expectancy of the benefit recipients.

The remaining text of § 1055(d)(1)(B) illustrates why

reasonably accurate mortality data is necessary to

achieve actuarial equivalence. Consider, again, the

requirement that pension plans offer each married

participant a QJSA that is the ‘‘actuarial equivalent of a

single annuity for the life of the participant.’’ 29 U.S.C.

§ 1055(d)(1)(B) (emphasis added). This means that the

present value of the QJSA must be equal to the present

value of the SLA that such participant would otherwise

receive over the course of his or her lifetime. See, e.g.,

Couper & Vaughan, supra, at 189. Equivalence in

present value can only be achieved if the mortality

assumptions used to convert the payment under the

SLA to the payment under the QJSA reasonably reflect

the ‘‘life of the participant’’ who would otherwise receive

the SLA. See, e.g., Berry, 23 Cal. App. 3d at 759, 100

Cal.Rptr. 549; Marples, supra, at 40; Seal, supra, at 836;

Schwartzmann & Garfield, supra, at 11. In this context,

‘‘the participant’’ is not some hypothetical, abstract

18a

individual; it is a modern-day retiree. Accurately

estimating the lifespan of the relevant participant,

therefore, necessarily requires the use of mortality data

reasonably reflecting the life expectancy of a retiree

living in the present day. Accordingly, to provide a

QJSA within the meaning of § 1055(d), a plan must

provide a joint and survivor annuity with an equivalent

value to the single life annuity the participant would

otherwise receive, and that equivalence re-quires

reasonably accurate mortality data.

This conclusion aligns with the long-standing view of

the Treasury Department, the federal agency with

interpretive authority over both § 1055(d) and its

parallel provision in the Internal Revenue Code, 26

U.S.C. § 401(a)(13)(D)(ii), which delineates taxqualification requirements for defined benefit plans and

contains the same actuarial equivalence requirement. In

1977, shortly after ERISA’s enactment, the Treasury

Department promulgated a regulation interpreting

§ 401 of the IRC, including the actuarial equivalence

requirement. See 26 C.F.R. § 1.401(a)-11(b)(2). That

regulation, which remains operative, provides that

actuarial equivalence ‘‘may be determined, on the basis

of consistently applied reasonable actuarial factors, for

each participant or for all participants or reasonable

groupings of participants, if such determination does not

result in dis-crimination in favor of’’ certain employees.6

FedEx argues that the use of the term ‘‘may’’ in the regulation

renders it ‘‘permissive’’ as to the use of reasonable actuarial

assumptions. But that misreads the text of the regulation. The term

‘‘may,’’ as used in the regulation, refers not to the ‘‘reasonable

actuarial factors’’ requirement, but to the subsequent clause

permitting employers to determine actuarial equivalence with

19a

Id. (emphasis added). Although this interpretation of the

actuarial equivalence requirement arises out of the IRC,

rather than § 1055(d), it remains instructive. The

Treasury Department, as the agency charged with

interpreting and enforcing much of ERISA, has

extensive experience with and expertise over its

substantive

requirements,

and

its

‘‘roughly

contemporaneous’’ and ‘‘consistent’’ understanding of

the actuarial equivalence requirement is entitled to

great respect. Loper Bright Enters. v. Raimondo, 603

U.S. 369, 386, 144 S.Ct. 2244, 219 L.Ed.2d 832 (2024).

This regulatory backdrop reaffirms what is clear from

the statutory text—§ 1055(d)’s actuarial equivalence

requirement prohibits the use of unreasonably outdated

mortality tables or other unreasonable, inappropriate

actuarial assumptions.

In concluding that § 1055(d) prohibits the use of

unreasonable assumptions, we note that reasonableness

is a range, not a precise prescription. Actuarial science

requires reasonable estimates, and different actuaries

can come to different conclusions on what the exact best

estimates are in each situation. See McGill, supra, at

218–19. Recognizing this reality, courts have long

afforded deference to the determinations of plan

actuaries when assessing reasonableness under other

ERISA provisions, upholding actuaries’ chosen

assumptions if they are ‘‘within the scope of professional

acceptability.’’ Concrete Pipe & Prods. of Cali., Inc. v.

Constr. Laborers Pension Tr. for S. Cali., 508 U.S. 602,

635, 113 S.Ct. 2264, 124 L.Ed.2d 539 (1993) (discussing

respect to either each participant individually or reasonable

groupings of participants.

20a

the express reasonableness requirement in § 1393’s

withdrawal provision); accord Sofco Erectors, Inc. v.

Trs. of Ohio Operating Eng’rs Pension Fund, 15 F.4th

407, 421 (6th Cir. 2021) (applying § 1393(a) and noting

that an actuary’s estimates ‘‘deserve deference’’). The

same principle applies here. An employer would not

violate § 1055 were it to use actuarial assumptions that

are ‘‘within the scope of professional acceptability’’ in the

field of actuarial science, i.e., reasonable. Concrete Pipe

& Prods., 15 F.4th at 421. But if the assumptions selected

by an employer do not reasonably reflect the life

expectancy of its plan participants, that employer has

exceeded the scope of actuarial acceptability and failed

to adhere to § 1055(d)’s actuarial equivalence

requirement.

With this statutory backdrop in mind, we turn back

to Plaintiffs’ complaints. Plaintiffs allege that

Defendants used mortality data from the 1960s and

1970s to calculate their benefits. This decades-old

mortality data, they assert, is seriously outdated, and

therefore does not reasonably accord with the life

expectancy of a modern-day plan participant, in

contravention of basic actuarial standards. As a result,

the JSAs offered by Defendants to married participants

have lower present values than the SLAs that these

participants would otherwise receive, meaning none of

the JSAs offered by Defendants meet § 1055(d)’s

actuarial equivalence requirement. These allegations,

accepted as true, plausibly allege that Plaintiffs were

denied a QJSA within the meaning of § 1055(d)(1). 7

Whether the mortality assumptions selected by Defendants

indeed fail to produce actuarially equivalent benefits is a question

of fact that cannot be conclusively determined on a motion to

21a

Plaintiffs have thus stated plausible claims for violation

of § 1055 and breach of fiduciary duty under ERISA.

The dissent’s proposed dictionary definitions of

‘‘actuarial equivalent’’ support our interpretation. It

says that actuarial equivalence requires looking at ‘‘‘the

expected remaining lifetime of the recipient’” and

“‘giving adequate consideration to actuarial factors such

as TTT incidence of mortality[.]’” Dissent at 488–89 & n.1

(citations omitted). The dissent fails to explain how a

plan administrator can adequately consider the

mortality rates of, and the remaining lifetime of, the

recipient population using data from over half a century

ago. The conclusion that plan administrators must use

mortality data that reasonably reflects the mortality

rates of the current recipient population is the only

interpretation that makes sense given those definitions.

Plaintiffs have adequately stated a claim that the plan

administrators violated ERISA by using the

unreasonably outdated mortality data.

2. Defendants’ Arguments to the Contrary Are

Unavailing

Defendants resist this conclusion, largely on the

ground that § 1055(d) does not expressly mandate that

plans use ‘‘reasonable’’ actuarial assumptions or

delineate particular actuarial factors that plans must

follow. Defendants, like both courts below, contend that

the absence of such language is notable, given that other

sections of ERISA either expressly impose a ‘‘reasonableness’’ requirement or identify particular actuarial

dismiss. At this stage, we simply determine that Plaintiffs have

stated a plausible claim for relief under ERISA. See Ohio Pub.

Emps. Ret. Sys., 830 F.3d at 382–83.

22a

factors that plans should use when calculating other

forms of payment. See 29 U.S.C. §§ 1393(a)(1), 1432(e),

1055(g), 1083(h)(1), 1085a(c)(3)(A). Because § 1055(d)

lacks any such language, they assert, it cannot be read to

impose any substantive limits on the actuarial

assumptions selected by employer plans. As the district

court in Reichert summarized, under this construction,

an employer may ‘‘use[] any mortality table’’ it chooses

without running afoul of § 1055(d). Docket No. 2:23-CV12343, R. 36, Op. & Order, PageID 883.

Adopting this view of the statute would render the

text of § 1055(d)(1)(B) meaning-less. When a court

interprets a statute, it ‘‘must give effect to each clause

and word.’’ Tiger Lily, LLC v. U.S. Dep’t of Hous. &

Urban Dev., 5 F.4th 666, 669 (6th Cir. 2021). Under

Defendants’ interpretation of § 1055(d), employers

would have full discretion in determining the actuarial

assumptions used to calculate each QJSA and, by

extension, full discretion in determining the amount of

benefits provided by each QJSA. That would authorize

employers to select data that allows the conversion

between an SLA and a QJSA to work any way the

employer wants, without regard to whether the two

forms of benefits have a present value that is in fact

equivalent. The section’s substantive requirements

would thus remain the same regardless of whether the

‘‘actuarial equivalent’’ statutory language is present,

depriving § 1055(d)(1)(B) of meaning and significance.

Indeed, as the district court in Reichert

acknowledged, Defendants’ construction would allow

employers to use dramatically outdated mortality data,

including a mortality table from the sixteenth century,

without running afoul of ERISA. Lacking any real

23a

response to this argument, Defendants simply note that

they do not currently use such outlandish and outdated

data. But that does not address the core interpretive

problem, which is that their construction would allow an

employer to use mortality rates that are completely out

of step with the mortality rate of modern-day plan

participants and would, therefore, result in a QJSA

significantly lower than the SLA that a participant

would otherwise receive. Generally, courts should avoid

interpreting statutes in a manner that could result in

‘‘absurd’’ outcomes. Dodd v. United States, 545 U.S. 353,

359, 125 S.Ct. 2478, 162 L.Ed.2d 343 (2005) (quoting

Hartford Underwriters Ins. Co. v. Union Planters

Bank, N.A., 530 U.S. 1, 6, 120 S.Ct. 1942, 147 L.Ed.2d 1

(2000)). Defendants’ position does precisely that by impermissibly reading § 1055(d)(1)(B) out of the statute.

Perhaps recognizing this quandary, Defendants

attempt to imbue substantive meaning into

§ 1055(d)(1)(B) by arguing that it effectively acts as a

disclosure mandate, requiring employers to disclose

their actuarial assumptions in their plan documents and

to adhere to those disclosed assumptions when

calculating the QJSA. But that interpretation makes

little sense. ERISA already requires employers to disclose plan terms in writing. See 29 U.S.C. § 1102(a)(1)

(providing that employee benefit plans must be

‘‘established and maintained pursuant to a written

instrument’’); id. § 1104(a)(1)(D) (requiring that

fiduciaries discharge their duties ‘‘in accordance with the

documents and instruments governing the plan’’). And

the Internal Revenue Code, which determines whether

pension plans receive favorable tax treatment, provides

that ‘‘whenever the amount of any benefit is to be

24a

determined on the basis of actuarial assumptions, such

assumptions’’ must be ‘‘specified in the plan in a way

which precludes employer discretion.’’ 26 U.S.C.

§ 401(a)(25). Given this preexisting disclosure regime,

Defendants’ attempt to construe § 1055(d)(1)(B) as a

mere disclosure requirement would impermissibly

render the provision entirely superfluous. See Hibbs v.

Winn, 542 U.S. 88, 101, 124 S.Ct. 2276, 159 L.Ed.2d 172

(2004) (noting that courts should construe a statute ‘‘so

that no part will be inoperative or superfluous’’).8

Defendants’ alternative theory of § 1055(d)(1)(B),

moreover, is incongruous with the provision’s basic text

and function. Section 1055(d)(1) is a definition provision

that sets forth the substantive criteria a JSA must meet

to constitute a QJSA, and those criteria include the

actuarial equivalence requirement in § 1055(d)(1)(B).

Interpreting § 1055(d)(1)(B) as an implicit mandate to

disclose assumptions and to adhere to those disclosed

assumptions imposes no substantive limitations on the

nature of the benefit itself. Defendants’ construction, in

FedEx, attempting to take this disclosure argument one step

further, argues that reading § 1055(d)(1)(B) to require reasonable

actuarial assumptions would contravene ERISA’s disclosure

requirements by permitting employers to depart from the specified

assumptions ‘‘whenever, in their judgment, alternative assumptions

are more reasonable.’’ FedEx Appellee Br. 18. That is simply

wrong. Requiring employers to use reasonable actuarial

assumptions does not permit them to depart from the requirement

that actuarial assumptions be specified in a written plan document.

It simply ensures that, when employers set forth their actuarial

assumptions in a written plan, they must select assumptions that

produce a QJSA that is in fact actuarially equivalent to the SLA the

participant would otherwise receive.

25a

short, fails to add any ‘‘mean[ing]’’ to the term QJSA in

§ 1055(d)(1).

Defendants’ reliance on other ERISA sections, which

expressly include a reasonableness requirement or

delineate particular actuarial factors, is similarly

unavailing. It is true that ‘‘[w]here Congress includes

particular language in one section of a statute but omits

it in another section of the same Act, it is generally

presumed that Congress acts intentionally and

purposely in the disparate inclusion or exclusion.’’

Russello v. United States, 464 U.S. 16, 23, 104 S.Ct. 296,

78 L.Ed.2d 17 (1983) (quoting United States v. Wong

Kim Bo, 472 F.2d 720, 722 (5th Cir. 1972)). The problem

for Defendants, however, is that this presumption does

not apply when the sections are dissimilar, with different

language and different formulations addressing

different circumstances. See City of Columbus v. Ours

Garage & Wrecker Serv., Inc., 536 U.S. 424, 435–36, 122

S.Ct. 2226, 153 L.Ed.2d 430 (2002) (‘‘The Russello

presumption that the presence of a phrase in one

provision and its absence in another reveals Congress’

design … grows weaker with each difference in the

formulation of the provisions under inspection.’’).

Here, each section relied upon by the district courts

and Defendants is dissimilar to § 1055(d). Defendants

point specifically to §§ 1393(a)(1), 1432(e), 1083(h)(1),

1085a(c)(3)(A), and 1055(g), each of which express some

sort of reasonableness requirement or require the use of

certain actuarial factors. But §§ 1393(a)(1), 1083(h)(1),

and 1085a(c)(3) appear in different provisions with

different formulations. Rather than governing benefit

conversion, these sections seek to ensure that plans

remain funded throughout the lives of the plan

26a

participants by setting minimum funding standards for

employer plans and imposing liability on employers who

seek to withdraw from multi-employer pension plans.

Section 1432(e) also falls under a different provision and

focuses on determining eligibility for special financial

assistance. Most notably, none of these five sections,

including § 1055(g), contain the term ‘‘actuarial

equivalent’’ or the clause ‘‘for the life of the participant.’’

Given the absence of such language, it makes sense that

Congress found it necessary to impose a reasonableness

requirement in other ERISA provisions, but not

§ 1055(d), the text of which inherently requires

mortality assumptions that reasonably reflect the life of

a modern-day plan participant. And, as discussed, that

actuarial equivalence requirement confers on plan

actuaries reasonable discretion in their selection of

mortality data, which differentiates § 1055(d) from

provisions like § 1055(g) that mandate the use of

particular interest rates and mortality tables.

Defendants also point to the Supreme Court’s

admonition that ERISA is a ‘‘comprehensive and

reticulated statute,’’ and that its ‘‘carefully crafted and

detailed enforcement scheme provides strong evidence

that Congress did not in-tend to authorize other

remedies that it simply forgot to incorporate expressly.’’

Mertens v. Hewitt Assocs., 508 U.S. 248, 251, 254, 113

S.Ct. 2063, 124 L.Ed.2d 161 (1993) (quotations omitted).

Plaintiffs are not asking this court to read unwritten

requirements into the statutory text. Rather, they rely

on § 1055’s express statutory mandate that defined

benefit plans offer married participants actuarially

equivalent QJSAs within the meaning of § 1055(d)(1).

ERISA, in accordance with its derivation from the

27a

common law of trusts and imposition of fiduciary duties

to protect plan participants and their spouses, confers

the right to sue to enforce that statutory mandate. 29

U.S.C. § 1132(a)(3). Indeed, ‘‘[t]he statutory object of the

qualified joint and survivor annuity provisions, along

with the rest of § 1055, is to ensure a stream of income to

surviving spouses.’’ Boggs v. Boggs, 520 U.S. 833, 843,

117 S.Ct. 1754, 138 L.Ed.2d 45 (1997). Recognizing that

§ 1055(d)(1)(B) imposes substantive obligations

regarding the actuarial assumptions used by employers

and their pension plans helps satisfy the statutory

obligation of the fiduciaries to protect the pension

payments promised to married couples by providing ‘‘a

stream of income to surviving spouses.’’ Id.

Finally, FedEx raises various policy concerns—

namely, the ostensible difficulty of judicially

determining what constitutes a ‘‘reasonable’’ set of

actuarial assumptions and the claimed prospect of

increased litigation that substantially interferes with

employers’ pension plans. Pure policy considerations, of

course, do not constitute a proper method of statutory

interpretation. See Husted v. A. Philip Randolph Inst.,

584 U.S. 756, 779, 138 S.Ct. 1833, 201 L.Ed.2d 141 (2018).

And they certainly cannot override a statute’s

unambiguous text. See Helix Energy Sols. Grp., Inc v.

Hewitt, 598 U.S. 39, 59, 143 S.Ct. 677, 214 L.Ed.2d 409

(2023). Even so, these concerns do not accord with core

ERISA concepts or routine ERISA litigation. ERISA is

heavily derived from the common law of trusts, a body

of law that has long been used to impose responsibilities

and obligations on fiduciaries of private pension plans.

See Firestone, 489 U.S. at 110–11, 109 S.Ct. 948. Courts,

particularly in the ERISA context, have frequently

28a

been, and continue to be, called upon to evaluate

reasonableness, which often requires careful assessment

of whether a fiduciary has acted with reasonable care in

performing his or her obligations to protect the interests

of, and manage the money owed to, plan participants and

their beneficiaries. See id. In short, this type of litigation

is well within the wheelhouse of ERISA. And, as

discussed, courts have long afforded a degree of

deference to the determinations of plan actuaries when

assessing reasonableness. See, e.g., Concrete Pipe &

Prods., 508 U.S. at 635, 113 S.Ct. 2264; Sofco Erectors,

15 F.4th at 421. That reasonable deference should apply

with equal force to § 1055(d).

We therefore hold that § 1055(d) prohibits employers

from using unreasonable, in-appropriate actuarial

assumptions when calculating QJSAs. Because Plaintiffs

have plausibly alleged that Defendants used unreasonable actuarial assumptions in calculating their

benefits, thereby denying them QJSAs within the

meaning of § 1055(d)(1)(B), their claims survive.

B. FedEx’s Alternative Grounds for Dismissal

On appeal, FedEx offers two additional grounds for

dismissal of the claims against it, neither of which were

addressed by the district court. Absent ‘‘exceptional

circumstances,’’ this court ‘‘will not address issues on

appeal that were not ruled upon below.’’ Maldonado v.

Nat’l Acme Co., 73 F.3d 642, 648 (6th Cir. 1996); see also

Stoudemire v. Mich. Dep’t of Corr., 705 F.3d 560, 576 (6th

Cir. 2013) (same); Christian Healthcare Ctrs., Inc. v.

Nessel, 117 F.4th 826, 856–57 (6th Cir. 2024) (noting that

because this court is a ‘‘court of review, not first view,’’

it generally ‘‘cannot consider an issue not passed on

29a

below’’ (quotations omitted)). FedEx points to no

exceptional circumstance, and we can think of none, that

might warrant our consideration of either of these

alternative grounds for dismissal. We thus leave it to the

district court to address these issues in the first instance,

and we express no view on the merits of either

argument.

III.

CONCLUSION

For the foregoing reasons, we REVERSE the

judgments of the district courts and REMAND for

further proceedings consistent with this opinion.

30a

DISSENT

NALBANDIAN, Circuit Judge, dissenting.

The majority and I agree that, under 29 U.S.C. § 1055(d),

‘‘[t]wo modes of payment are actuarially equivalent

when the present values are equal under a given set of

actuarial assumptions.’’ Maj. Op. p. 481 (quoting

Stephens v. U.S. Airways Grp., 644 F.3d 437, 440 (D.C.

Cir. 2011)). But that’s the extent of our agreement. The

majority relies on a collection of academic sources and

state-court caselaw to read into the statute an atextual

requirement that the given set of actuarial assumptions

be ‘‘reasonable.’’ Nothing in Article III permits us to

blue-pencil a federal statute to match our policy

preferences, so I respectfully dissent. And I write

separately to explain why the statute’s text can’t support the majority’s holding.

This inquiry should begin, and end, with the ordinary

meaning of the statute’s text. Recall that § 1055(d)

requires pension plans to offer qualified joint and

survivor annuities that are ‘‘the actuarial equivalent of a

single annuity for the life of the participant.’’ 29 U.S.C.

§ 1055(d)(1)(B), (d)(2)(A)(ii). The word ‘‘reasonable’’

doesn’t appear in that command. And yet the plaintiffs

advocate for a standard that reads ‘‘actuarial

equivalent’’ to mean ‘‘reasonable actuarial equivalent.’’

That doesn’t persuade.

Start with first principles. We look initially to

Congress’s definitions to determine a statutory term’s

meaning. If Congress supplied its own definition, it’s

‘‘virtually conclusive.’’ Dep’t of Agriculture Rural Dev.

31a

Rural Hous. Serv. v. Kirtz, 601 U.S. 42, 59, 144 S.Ct. 457,

217 L.Ed.2d 361 (2024) (quotation omitted). But when it

hasn’t troubled itself to define its words, we generally

give statutory terms their ordinary meaning. United

States v. Santos, 553 U.S. 507, 511, 128 S.Ct. 2020, 170

L.Ed.2d 912 (2008); Taniguchi v. Kan Pac. Saipan, Ltd.,

566 U.S. 560, 566, 132 S.Ct. 1997, 182 L.Ed.2d 903 (2012).

And the ‘‘best place to start’’ the ordinary-meaning

inquiry is with dictionaries in effect at the time of

enactment. See J. B-K. ex rel. E.B. v. Sec’y of Ky.

Cabinet for Health & Fam. Servs., 48 F.4th 721, 726 (6th

Cir. 2022) (quoting Keen v. Helson, 930 F.3d 799, 802 (6th

Cir. 2019)). Still, that’s just the start. We don’t lift words

out of place and muse upon them in a sterile vacuum. See

Salazar v. Paramount Glob., 133 F.4th 642, 650 (6th Cir.

2025). Rather, ‘‘it remains ‘a fundamental canon of

statutory construction that the words of a statute must

be read in their context and with a view to their place in

the overall statutory scheme.’” Id. (quoting West

Virginia v. EPA, 597 U.S. 697, 721, 142 S.Ct. 2587, 213

L.Ed.2d 896 (2022)).

Those principles lead to only one conclusion:

Congress used the term ‘‘actuarial equivalent’’

unencumbered

latent

connotation

‘‘reasonableness,’’ as appellants and the majority would

have it.

Right off the bat, ‘‘reasonableness’’ is conspicuously

absent from contemporary dictionary definitions of

actuarial equivalence. Black’s Law Dictionary defines an

‘‘actuarial equivalent’’ as ‘‘[t]he amount of accrued

pension benefits to be paid monthly or at some other

32a

interval so that the total amount of benefits will be paid

over the expected remaining lifetime of the recipient.’’

Actuarial Equivalent, Black’s Law Dictionary (12th ed.

2024). 1 So for benefit stream A to be actuarially

equivalent to benefit stream B, both must pay out the

same ‘‘total amount’’ over the ‘‘expected remaining

lifetime of the recipient.’’ Id. Here’s how that definition

plays out in translating an SLA into an actuarially

equivalent QJSA. Under the appellants’ benefit plans,

the SLAs are regular streams of pre-defined, periodic

payments that the employee receives for the rest of his

life upon retirement. And a QJSA is the same thing, with

a modification: it’s a stream of periodic payments that

the employee and his spouse receive for the rest of both

their lives. So a QJSA that’s actuarially equivalent to an

SLA pays out the same ‘‘total amount,’’ but distributed

over a different ‘‘expected remaining lifetime’’—that of

both spouses, instead of just the one. Id.

Failing to find any hints of ‘‘reasonableness’’ in the

first-order definition, let’s dig deeper into some

downstream terminology. As the majority recognizes,

calculating actuarial equivalence requires a process. See

Maj. Op. p. 482 (explaining that ‘‘to convert the payment

To be sure, Black’s Law Dictionary’s 1968 edition—which most

closely predates Congress’s enactment of ERISA—doesn’t include

‘‘actuarial equivalence’’ at all. That dictionary didn’t include the

term until 1999. But each edition since 2014 notes that the term’s

earliest usage was 1920 and gives no indication that the definition

has changed over time. In addition, the Black’s definition is

consistent with other, contemporaneous dictionary definitions. See,

e.g., Actuarial Equivalent, Dictionary of Labor-Management

Relations 9 (1957) (‘‘A pension of equivalent value from an actuarial

standpoint—i.e., giving adequate consideration to actuarial factors

such as interest, form of pension, incidence of mortality, etc.’’).

33a

under the SLA to the payment under the QJSA,’’ ‘‘the

present value of the QJSA must be equal to the present

value of the SLA’’). That process brings more

terminology. And those terms carry their own meanings.

But none of those meanings involve reasonableness.

Take the first step, which involves calculating the

SLA’s ‘‘present value,’’ or ‘‘[t]he expected value of a

contingent cash-flow stream, such as payments from an

annuity.’’ Actuarial Value, Black’s Law Dictionary (12th

ed. 2024). More specifically, the first step calculates a

single figure, in today’s dollars, that encapsulates the

value of all the fixed monthly payments the retiree

would receive over his or her remaining lifetime. See

Actuarial Present Value, Black’s Law Dictionary (12th

ed. 2024); see Present Worth, Ballentine’s Law

Dictionary (3d ed. 1969). How does a pension plan

accomplish that task without knowing (1) the precise

value of the dollars received at each point in the retiree’s

life compared to today’s money and (2) how long the

retiree will live? It uses two actuarial tools: interest

rates and mortality tables, respectively. Examine both

in turn.

Neither tool necessary to compute the total present

value of an SLA—interest rates and mortality tables—

need be ‘‘reasonable’’ as a definitional matter. To start,

an interest rate is just a ‘‘fixed ratio’’ by which money

grows over time. Interest Rate, Oxford English

Dictionary (1st ed. 1933) (senses 10 and 11); see Interest

Rate, Black’s Law Dictionary (12th ed. 2024). To be

sure, prevailing interest rates fluctuate. See Monetary

Policy: What Are Its Goals? How Does It Work?, Bd. of

Govs. of the Fed. Reserve Sys. [https://perma.cc/YD7AXECB] (last visited Nov. 17, 2025). But that doesn’t

34a

mean that an actuary’s election to use an outdated figure

makes it any less of an ‘‘interest rate,’’ definitionally

speaking.

Mortality tables follow the same principle—although

different tables suit different populations, they aren’t

inherently reasonable or unreasonable. Mortality tables

set out an ‘‘organized chart’’ of data ‘‘indicating life

expectancies for people in various categories (such as

age, family history, and chemical exposure).’’ Mortality

Table, Black’s Law Dictionary (12th ed. 2024); see Life

Table, Black’s Law Dictionary (12th ed. 2024). So a

mortality table is a purely statistical creature—it

describes, based on an underlying dataset, how likely a

given person is to die within a given timeframe. See

Mortality Tables, Ballentine’s Law Dictionary (3d ed.

1969) (‘‘[s]tatistical tables which show the probable

expectancy … of life of a normal person according to sex

and age’’); Mortality Table, Webster’s Seventh New

Collegiate Dictionary (7th ed. 1970) (‘‘an actuarial table

based on mortality statistics over a number of years’’).

There’s nothing inherently reasonable or unreasonable

about it; sure, a mortality table using data from the 1620s

will paint different life-expectancy probabilities than

one derived from this year’s data. But applying the

former table to people born in the latter era doesn’t

make the table itself any less valid, as a definitional

matter.

Now move to the second step of the SLA-to-QJSA

calculation. It’s just the reverse of the first. It starts

with the first step’s result—the SLA’s present value.

Then, it uses the same actuarial methods to distribute

that present value, but now over the expected remaining

lifetimes of both the employee and his or her spouse.

35a

That yields—roughly speaking—a revised monthlypayment figure that’ll approximate the same total

payout to both spouses as the SLA would pay out to the

retiree alone.

So none of the concepts or terms that go into

calculating an actuarial equivalent entail a

reasonableness requirement, as defined by dictionaries

of the time. The term ‘‘actuarial equivalent’’ doesn’t

itself include that requirement. And neither do terms

that apply downstream—that is, throughout the process

of calculating an actuarially equivalent benefit—like

‘‘present value,’’ ‘‘interest rate,’’ or ‘‘mortality table.’’

With the dictionaries in place, we should also look to

ERISA’s ‘‘overall statutory scheme,’’ since we ‘‘don’t

scrutinize a statute atomistically.’’ Salazar, 133 F.4th at

650. The overall scheme points to the same conclusion:

that

actuarial

equivalence

doesn’t

connote

reasonableness. To start with, Congress used the word

‘‘reasonable’’ when it meant to. In ERISA, it specified

that pension plans must select ‘‘reasonable’’ actuarial

assumptions to calculate present values in a couple of

other scenarios. See 29 U.S.C. §§ 1055(g), 1083(h)(1)(A),

1085a(c)(3)(A), 1393(a)(1), and 1432(e)(1). Rather than

canvas them all, I’ll stick to one example: § 1083(h). That

provision, enacted by Congress as part of the Pension

Protection Act of 2006, Pub. L. No. 109-280, 120 Stat.

780,2 sets minimum funding standards for certain kinds

The Pension Protection Act thoroughly amended § 1083 as

originally enacted. See Pub. L. No. 109-280, § 102, 120 Stat. 780, 789

(2006). But the previous version also included the reasonableness

language quoted below. See Pub. L. No. 93-406, § 302, 88 Stat. 829,

36a

of pension plans. Applying those standards entails

actuarial computations that, much like the SLA-toQJSA conversion, require calculating present values. To

that end, Congress specified that any ‘‘actuarial

assumptions’’ used to determine ‘‘any present value or

other computation under’’ § 1083 must be ‘‘reasonable

(taking into account the experience of the plan and

reasonable expectations).’’ 29 U.S.C. § 1083(h)(1). So

because Congress took pains to specify that plans’

‘‘actuarial assumptions’’ in funding calculations must be

‘‘reasonable,’’ it must be the case that Congress doesn’t

understand actuarial assumptions as inherently

necessitating reasonableness—if it did, it would’ve had

no reason to say so out loud. Indeed, if Congress

‘‘intended to restrict’’ pension plans to calculate QJSAs

using reasonable actuarial assumptions under § 1055(d),

‘‘it presumably would have done so expressly,’’ as it did

under § 1083(h). See Russello v. United States, 464 U.S.

16, 23, 104 S.Ct. 296, 78 L.Ed.2d 17 (1983).

‘‘actuarial

equivalent’’

doesn’t

connote

reasonableness on its face or in context. Neither its

direct definition, nor the definitions of any associated

terminology, inject a fuzzy reasonableness requirement

into upright math. And the rest of ERISA’s provisions

show that Congress shared that understanding. When

Congress wants to modify actuarial mathematics to

include a reasonableness component, it knows how to do

so. See 29 U.S.C. §§ 1055(g), 1083(h)(1)(A),

1085a(c)(3)(A), 1393(a)(1), and 1432(e)(1).

871 (1974). So from the moment Congress first passed ERISA, it

spoke explicitly when it wanted to specify reasonableness as part of

actuarial calculations.

37a

The majority reaches a contrary conclusion by

stepping twice off the beaten path. First, it concludes (in

just two sentences) that actuarial equivalence is a term

of art. Standing alone, I don’t think that conclusion is

necessarily wrong—contrary to the majority’s charge

that the ‘‘primary problem’’ with my view of this case is

my failure to approach ‘‘actuarial equivalence’’ as a term

of art. Maj. Op. p. 481 n.5. Although I’ll explain why I

wouldn’t rush to describe the phrase as a term of art as

hastily, the crux of my problem with the majority’s

technical-meaning analysis is its second, more serious

misstep: resorting exclusively to non-binding sources to

establish that the term’s meaning definitively includes a

reasonableness requirement. On both fronts, our

precedents demand more.

Start with error number one: the majority’s haste to

deem ‘‘actuarial equivalent’’ a technical term of art.

Typically, we hew to ordinary meaning ‘‘until and unless

someone points to evidence suggesting’’ that Congress

used a term in its technical sense. Niz-Chavez v.

Garland, 593 U.S. 155, 163, 141 S.Ct. 1474, 209 L.Ed.2d

433 (2021); see Feliciano v. Dep’t of Transp., 605 U.S. 38,

145 S.Ct. 1284, 1291, 221 L.Ed.2d 712 (2025). For

example, when Congress ‘‘transplant[s]’’ a well-worn

term from ‘‘another legal source, whether the common

law or other legislation, it brings the old soil’’—the

term’s ‘‘accumulated’’ meaning—’’with it.’’ Sekhar v.

United States, 570 U.S. 729, 733, 133 S.Ct. 2720, 186

L.Ed.2d 794 (2013) (quoting Morissette v. United States,

342 U.S. 246, 263, 72 S.Ct. 240, 96 L.Ed. 288 (1952), and

38a

Felix J. Frankfurter, Some Reflections on the Reading

of Statutes, 47 Colum. L. Rev. 527, 537 (1947)). The

Supreme Court has applied that standard to ERISA. See

Nationwide Mut. Ins. Co. v. Darden, 503 U.S. 318, 322–

23, 112 S.Ct. 1344, 117 L.Ed.2d 581 (1992). And in doing

so, it instructed us to assess the Act’s use of the term

‘‘employee’’ under that term’s ‘‘accumulated settled

meaning under … the common law.’’ Id. (quoting Cmty.

for Creative Non-Violence v. Reid, 490 U.S. 730, 739–40,

109 S.Ct. 2166, 104 L.Ed.2d 811 (1989)). But it reached

that conclusion only after looking first to the statutory

definition and other ERISA provisions. Because the

former was ‘‘completely circular and explain[ed]

nothing,’’ and the latter failed to provide ‘‘specific

guidance on the term’s meaning,’’ the common law

controlled. Id. As I explained above, that’s not the case

here. Congress left us generous material from which to

conclude that actuarial assumptions mustn’t be

inherently reasonable. See 29 U.S.C. §§ 1393(a)(1),

1432(e), 1083(h)(1), 1085a(c)(3)(A), and 1055(g). So it

doesn’t seem entirely correct to conclude that the term

is ‘‘technical’’ in any way that’d change how we search

for its meaning.

In any case, and as I mentioned before, the majority’s

sprint toward technical meaning doesn’t trouble me

much because I ‘‘do not see much daylight’’ between

actuarial equivalent’s technical meaning and its ordinary

meaning. United States v. Tate, 999 F.3d 374, 389 (6th

Cir. 2021) (Murphy, J., concurring in the judgment).

Instead, the technical meaning aligns with the ordinary

meaning derived from the sources I explored above.

That’s because courts often resort to standard

dictionaries and statutory context to determine the

39a

meaning of even ‘‘technical’’ terms—just as I did above,

and as the majority fails to do. See, e.g., United States v.

Hansen, 599 U.S. 762, 775, 143 S.Ct. 1932, 216 L.Ed.2d

692 (2023) (explaining that ‘‘context differentiates’’

between competing meanings of a term, including ‘‘when

the choice is between ordinary and specialized

meanings’’); Vill. of Hoffman Estates v. Flip-side,

Hoffman Estates, Inc., 455 U.S. 489, 501 n.18, 102 S.Ct.

1186, 71 L.Ed.2d 362 (1982) (citing a standard dictionary

for a ‘‘technical term … in the drug paraphernalia

industry’’); United States v. Wilkes, 78 F.4th 272, 283 n.4

(6th Cir. 2023) (citing three standard dictionaries for the

meaning of ‘‘stereoisomer’’); Tate, 999 F.3d at 389

(Murphy, J., concurring in the judgment) (quoting

Black’s Law Dictionary for the meaning of ‘‘dangerous

weapon’’ in the United States Sentencing Guidelines);

United States v. Easter, 981 F.2d 1549, 1558 (10th Cir.

1992) (citing Webster’s Third New International

Dictionary for the meaning of ‘‘base’’ in the federal drugtrafficking statutes); cf. United States v. Caseer, 399

F.3d 828, 838 (6th Cir. 2005) (surveying standard

dictionaries to determine whether a ‘‘scientific or

technical term’’ was sufficiently discernible to the

public).

Rather than survey the full field of sources available

to us, the majority uses its ‘‘technical meaning’’

conclusion as a license to consult exclusively an eclectic

collection of academic and legal sources. But this motley

crew of citations looks a lot like ‘‘the equivalent of

entering a crowded cocktail party and looking over the

heads of the guests for one’s friends.’’ Cf. Conroy v.

40a

Aniskoff, 507 U.S. 511, 519, 113 S.Ct. 1562, 123 L.Ed.2d

229 (1993) (Scalia, J., concurring in the judgment).

And the majority’s sources aren’t on-point. For

example, it reads mid-twentieth century Washington

state caselaw (among others) to hold that actuarial

equivalence requires the use of reasonable or ‘‘accurate’’

actuarial assumptions. Maj. Op. pp. 481–82 (quoting

King Cnty. Emp. Ass’n v. State Ret. Bd., 54 Wash.2d 1,

336 P.2d 387, 391 (1959)). That approach has several

problems. At the outset, the Washington Supreme

Court’s decision in King County wasn’t about whether

actuarial assumptions used in benefits calculations must

be reasonable per se. Instead, as the same court later

explained, it was about whether state employees had a

‘‘contractual right to … a benefit calculated based on any

particular set of mortality tables adopted by the [state

retirement board].’’ Lenander v. Wash. State Dep’t of

Ret. Sys., 186 Wash.2d 393, 377 P.3d 199, 212 (2016). King

County didn’t hold that outdated actuarial assumptions

‘‘would be actuarially unsound’’ because of their

outdatedness. Instead, the court said that it would be

improper to apply ‘‘mortality tables rejected by’’ the

state retirement board because ‘‘the statutes carve out

and retain for [the state board] the authority to

periodically update actuarial regulations.’’ Id. In other

words, King County decided that it would be

‘‘actuarially unsound’’ for the state retirement system to

use actuarial assumptions that it had abridged by

subsequent regulation—not because the old actuarial

41a

assumptions were ‘‘unreasonable’’ in some technical

sense.3

Aside from its inapplicability, the majority’s cited

state caselaw doesn’t represent the universal view.

Indeed, a quick survey yields other state caselaw that

holds just the opposite. Take Alaska as an example. That

state’s public-employee retirement system adopted a

new actuarial table in 1982, ‘‘based on then-current

mortality and interest earnings data, which superseded

the table in effect since 1972.’’ Sheffield v. Alaska Public

Employees’ Ass’n, Inc., 732 P.2d 1083, 1084 (Alaska

1987). The Alaska Supreme Court held that the state

The other state cases the majority cites falter for similar reasons.

Start with the Pennsylvania trial court’s decision in O’Dea v. Public

School Employes’ [sic] Retirement Board, 88 Pa. D. & C. 593 (Ct.

C.P. Pa. 1954). There, the court held that the state’s retirement

board could exercise its statutory authority to apply new actuarial

assumptions retroactively, not that the state’s retirement board had

to use reasonable actuarial assumptions. Id. at 602–03 (explaining

the state’s statutory scheme, allowing the retirement board to

adopt new mortality tables and apply them even to retirees who

entered the system when older tables were in effect). Although the

court opined that ‘‘actuarial equivalent … means calculations made

at retirement according to the best actuarial information and tables

… available to the actuary’’ at that point in time, it went on to

uphold the state system’s use of a 1934 table to a woman who retired

in 1947—not because it was the best or most reasonable table in a

mathematical sense, but because it was the most up-to-date table

issued by the board. See id. at 604 (internal quotation marks

omitted). And the California case the majority cites falls even

further afield. There, the intermediate appeals court resolved a

question of family law—whether an ex-wife could claim her

deceased ex-husband’s retirement benefits under their divorce

decree despite the decedent’s remarriage—and only in passing

mentioned the concept of actuarial equivalence. Berry v. Bd. of Ret.,

23 Cal. App. 3d 757, 758–59, 100 Cal.Rptr. 549 (Cal. Ct. App. 1972).

42a

pension plan was obligated to use the outdated actuarial

assumptions for retirees hired before the switch. See id.

at 1089. To do otherwise would ‘‘vitiate’’ their

contractual expectations (enshrined in a provision of the

state’s constitution) to receive not just any pension, but

a ‘‘particular amount’’ based on the actuarial factors

specified by the plan at the time they signed up. Id. In so

holding, the Alaska Supreme Court expressly rejected

its Washington-state counterpart’s reasoning in King

County—the case the majority believes establishes that

actuarial assumptions must be reasonable.

So I think the majority overemphasizes marginal

sources. 4 And at the same time, it discounts the best

information we’ve got—the other ERISA provisions

(discussed above) that do mention reasonableness in

actuarial assumptions. The majority discards those

provisions by reasoning that the ‘‘Russello

Alongside the caselaw, the majority quotes a few academic

sources that advise actuaries to use ‘‘appropriate mortality tables’’

and to ‘‘review[] and modify[]’’ their assumptions to ‘‘continue to

fairly assess’’ prevailing conditions. Maj. Op. p. 481 (first quoting

William F. Marples, Actuarial Aspects of Pension Security 40

(1964); and then quoting Jeff L. Schwartzmann & Ralph Garfield,

Educ. & Exam. Comm. of the Soc’y of Actuaries, Actuarially

Equivalent Benefits 11, EA1-24-91, https://perma.cc/XKD8FDLW). But professionals’ views about their responsibilities don’t

give independent meaning to Congress’s words. And even crediting

the cited works at face value, they don’t speak for all

contemporaneous actuarial academics—just like King County didn’t

speak for all state supreme courts—and no one has given us good

reason to privilege one set of academics’ views over others. Indeed,

as the appellees explain in their supplemental briefing, other

academics ‘‘were agnostic about the selection of actuarial

assumptions to calculate an ‘actuarial equivalent’ benefit.’’ Suppl.

Appellee Br., pp.3–8 (collecting examples).

43a

presumption’’—that is, the common-sense notion that

Congress really means it when it omits a term from one

provision while including it elsewhere—doesn’t apply

here. In so doing, it reads § 1055(d) to say something that

Congress itself opted not to express.

The majority’s reasoning doesn’t support such a

departure from our customary role to interpret, not

legislate. It claims the power to import reasonableness

into § 1055(d) because that provision is sufficiently

‘‘dissimilar’’ from the other ERISA sections to overcome

the Russello presumption. Maj. Op. pp. 485–86. But the

single case the majority cites for support doesn’t help.

Although the majority is right that the Supreme Court

discarded the Russello presumption in a case where

‘‘difference[s] in the formulation of the provisions under

inspection’’ made it a poor fit, City of Columbus v. Ours

Garage & Wrecker Serv., Inc., 536 U.S. 424, 436, 122

S.Ct. 2226, 153 L.Ed.2d 430 (2002), we’ve explained

elsewhere that the type of difference matters.

Specifically, the presumption applies ‘‘when two

provisions are sufficiently distinct that they do not—

either explicitly or implicitly—incorporate language

from the other provision.’’ Grand Trunk W. R.R. Co. v.

United States Dep’t of Lab., 875 F.3d 821, 825 (6th Cir.

2017) (quoting Port Auth. Trans-Hudson Corp. v. Sec’y,

U.S. Dep’t of Lab., 776 F.3d 157, 164 (3d Cir. 2015)). But

it weakens ‘‘with each difference in the formulation of

the provisions under inspection.’’ Ours Garage, 536 U.S.

at 435–36, 122 S.Ct. 2226. Said differently, the provisions

must be distinct enough that they don’t presumptively

incorporate each other’s words, but they must not be so

different that a comparison would be inapt.

44a

Given that standard, §§ 1055(d) and 1083(h) should

receive the Russello presumption. As the majority

points out, the two provisions appear in different parts

of ERISA that handle different problems. Maj. Op. pp.

486–87. So they wouldn’t presumptively incorporate

each other’s commands. At the same time, both sections

substantially involve the same issue: actuarial

decisionmaking. Section 1083(h) concerns the actuarial

assumptions used to calculate ‘‘any present value or

other computation’’ (including actuarial equivalence) for

plan-funding purposes while § 1055(d) homes in on one

such computation—actuarial equivalence—for benefittranslation purposes. Cf. FDA v. Brown & Williamson

Tobacco Corp., 529 U.S. 120, 133, 120 S.Ct. 1291, 146

L.Ed.2d 121 (2000) (ex-plaining that the ‘‘meaning of [a]

statute may be affected by other Acts, particularly

where Congress has spoken subsequently and more

specifically to the topic at hand’’). So for our purposes,

any differences in formulation are merely superficial.

Both sections involve the same mathematical concept—

actuarial calculation. And although Congress opted in

one section to specify that the assumptions used in those

calculations should be reasonable, it omitted that

requirement in another section about substantially the

same thing. We should take Congress at its word.5

Another one of Russello’s underlying rationales also weighs in

favor of applying the presumption here. As then-Judge Alito

explained, ‘‘[t]he Russello canon is based upon a hypothesis of

careful draftsmanship.’’ Kapral v. United States, 166 F.3d 565, 579

(3d Cir. 1999) (Alito, J., concurring). That makes sense—the more

carefully drafted a document, the more likely an omission can’t be

‘‘ascribe[d] to a simple mistake in draftsmanship.’’ Id. (quoting

Russello, 464 U.S. at 23, 104 S.Ct. 296). We’ve recognized that

rationale in this circuit, too. Grand Trunk, 875 F.3d at 826 n.5

45a

Ultimately, both the ordinary and technical

meanings of actuarial equivalence require only that a

QJSA calculated under § 1055(d) have ‘‘present values

… equal’’ to that of the employee’s SLA ‘‘under a given

set of actuarial assumptions.’’ Stevens, 644 F.3d at 440;

see Actuarial Equivalent, Black’s Law Dictionary (12th

ed. 2024). Our traditional tools of statutory

interpretation show that those actuarial assumptions

need not be ‘‘reasonable’’ under § 1055(d). By concluding

otherwise, the majority departs from our typical

statutory analysis and, indeed, from the constitutional

confines of our judicial role into the legislative.

II.

The majority perhaps bends the text because of its

concern that ‘‘Defendants’ construction would allow

employers to use dramatically outdated mortality data,’’

an allegedly ‘‘absurd’’ outcome. Maj. Op. p. 485 (quoting

Dodd v. United States, 545 U.S. 353, 359, 125 S.Ct. 2478,

162 L.Ed.2d 343 (2005)). But ‘‘[t]he disposition required

by the text here, though strict, is not absurd.’’ Dodd, 545

U.S. at 359, 125 S.Ct. 2478. That’s because a distinct body

of law—the Internal Revenue Code (IRC) and its

implementing regulations—requires pension plans to

use ‘‘reasonable’’ actuarial factors to calculate QJSAs or

risk losing their tax-exempt status. So to the extent the

(quotation omitted). And if there’s any statute that can be described

as ‘‘carefully drafted,’’ it’s ERISA. See Sprague v. General Motors

Corp., 133 F.3d 388, 401–02 (6th Cir. 1998) (finding that an omission

in one ERISA provision of a requirement stated in another

provision ‘‘was no mistake’’ because ‘‘ERISA, after all, is a

‘comprehensive and reticulated statute’” (quoting Nachman Corp.

v. Pension Benefit Guar. Corp., 446 U.S. 359, 361, 100 S.Ct. 1723, 64

L.Ed.2d 354 (1980))).

46a

majority worries that a faithful reading of ERISA would

allow pension plans to toy with their beneficiaries’ benefits, the IRC’s much weightier penalties already address

that concern.

First, a word on the law. Many of ERISA’s

requirements have ‘‘nearly verbatim replication’’ in the

Internal Revenue Code. Thornton v. Graphic Commcns.

Conf. of Int’l Broth. of Teamsters, 566 F.3d 597, 602 n.4

(6th Cir. 2009) (quoting Cent. Laborers’ Pension Fund v.

Heinz, 541 U.S. 739, 746, 124 S.Ct. 2230, 159 L.Ed.2d 46

(2004)). So when a pension plan violates one of ERISA’s

substantive requirements, it can also ‘‘lose[] its taxexempt status’’ under the IRC. Id. Section 1055 follows

that mold, finding its IRC parallel in 26 U.S.C. § 401.

Both sections require defined-benefit pension plans to

offer QJSAs. The ERISA version ‘‘impose[s] [the]

substantive’’ requirement, while the IRC version

‘‘condition[s] the eligibility of pension plans for

preferential tax treatment on compliance’’ with that

substantive requirement. Cent. Laborers’, 541 U.S. at

746, 124 S.Ct. 2230. And both provisions provide that a

qualified QJSA must be actuarially equivalent to the

participant’s SLA, without further defining what

constitutes actuarial equivalence. 29 U.S.C. § 1055(d); 26

U.S.C. § 401(a)(13)(D).

Of course, we have no occasion to definitively

interpret the IRC or its implementing regulations here.

But those provisions counter the majority’s contention

that ERISA’s most natural reading would ‘‘allow an

employer to use mortality rates that are completely out

of step with the mortality rate of modern-day plan

participants.’’ Maj. Op. p. 485. Sure, a plan wouldn’t

violate ERISA (properly understood) by using outdated

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rates. But that’s not much to grieve. Using those rates

could violate the IRC and its implementing regulations,

which would bring a far worse fate for the pension plans.

See Tax Consequences of Plan Disqualification,

Internal Revenue Serv. [https://perma.cc/6PQB-T3 ZA]

(last visited Nov. 17, 2025).

So because the specter of a massive tax burden

probably provides a greater incentive than ERISA’s

private remedies, the majority needn’t rush in to do the

work of the legislature. After all, ERISA’s penalties are

standard fare: per-day fines, damages necessary to make

up shortfalls in benefit distributions, and the like. See 29

U.S.C. § 1132. The IRC’s penalties differ in degree and

in kind. Among other benefits, plans in compliance with

§ 401 qualify for tax-free growth on plan assets and

immediate deductibility of employer contributions. See

26 U.S.C. §§ 404, 501. Upon disqualification, those

benefits vanish. And that deprivation is retroactive—

meaning that the plan doesn’t just lose its deductions

and tax-exemptions going forward, but also stretching

back to the time it breached § 401’s requirements. See

Martin Fireproofing Profit Sharing Plan & Tr. v.

Comm’r, 92 T.C. 1173, 1184–89 (T.C. 1989). For plans as

large as the ones at issue here,6 the value of those tax

According to forms filed with the federal government, the FedEx

Corporation Employees’ Pension Plan’s assets had a market value

of nearly $26 billion as of June 2024. FedEx Corporation, Form 5500

(filed Mar. 11, 2025) [https://perma.cc/F754-EUXV]. The Kellanova

Pension Plan accounted for just shy of $1.25 billion as of January

2024. Kellanova, Form 5500 (filed Oct. 15, 2025) [https://perma.cc/Q5

FQ-9Y5M]. And the BCTGM Plan had about $450 million by

December 2024. WK Kellogg Co., Form 5500 (filed Oct. 21, 2025)

[https://perma.cc/J5FE-S9YS]. All those figures are matters of

48a

exemptions and deductions likely dwarf any plausible

liability under ERISA.

To put a finer point on it all: the planes won’t fall from

the sky if we give § 1055(d) its most natural reading. The

IRC imposes a reasonableness requirement on pension

plans’ actuarial assumptions when calculating QJSAs.

And avoiding the IRC’s penalties is probably a far

greater impetus for the pension plans in this case than

worrying about ERISA’s private remedies. So putting

aside whether such considerations should ever weigh

into our textual analysis (they shouldn’t), I struggle to

credit the majority’s concern that pension plans will

start using ‘‘dramatically outdated mortality data’’ like

‘‘a mortality table from the sixteenth century’’ as a

consequence of our fidelity to the statutory text.7 Maj.

Op. p. 485.

In all fairness, the majority recognizes that § 401 and

its implementing regulations have a role in this

analysis—it just goes about it the wrong way. Rather

than see those sources as an independent check on

pension plans’ selection of actuarial assumptions, the

majority takes the Treasury’s definition of an IRC term

and uses it to overwrite Congress’s definition of the

same term under ERISA.

That approach is problematic. At the outset, the fact

that the Treasury deemed it necessary to specify a

reasonableness requirement by regulation shows that

the plain meaning of the statute doesn’t convey that

public record, obtainable via the Department of Labor’s Form 5500

search tool available at https://www.efast.dol.gov/.

In addition, as I note below, if companies play games with ERISA,

Congress can address it, which it’s done before.

49a

requirement. In other words, and in keeping with the

Russello presumption explained above, the Treasury’s

inclusion of reasonableness in its regulation shows that

Congress meant it when it left reasonableness out of its

definitions.

More importantly, the majority misapplies the

Supreme Court’s recent opinion in Loper Bright

Enterprises v. Raimondo, 603 U.S. 369, 144 S.Ct. 2244,

219 L.Ed.2d 832 (2024), to argue that the Treasury’s

regulatory definition of QJSA is entitled to ‘‘great

respect’’—great enough to effectively amend Congress’s

own definition of the same term. Maj. Op. pp. 482–83.

Loper Bright did recognize the ‘‘due respect’’ courts can

accord to ‘‘roughly contemporaneous[]’’ agency

interpretations of statutory terms. Loper Bright, 603

U.S. at 386, 144 S.Ct. 2244. At the same time, though, the

Court emphasized that ‘‘[s]uch deferential review [is]

cabined.’’ Id. at 389, 144 S.Ct. 2244. It extends only when

‘‘a particular statute empowered an agency to decide

how a broad statutory term applied to specific facts

found by the agency.’’ Id. at 388, 144 S.Ct. 2244. This isn’t

such a case. As the majority recognizes, the Treasury

promulgated its QJSA definition in 1977—one year

before the Reorganization Plan of 1978 gave it

interpretive authority over ERISA. See 43 Fed. Reg.

47713, 92 Stat. 3790 (1978). That fact alone undermines

the majority’s focus on contemporaneity.

And even after it received authority over ERISA,

the Treasury twice amended the relevant regulation

without extending its interpretation of ‘‘QJSA’’ under

the IRC to ERISA’s shores. Both amendments

mentioned the Treasury’s authority to interpret

ERISA, but neither exercised it over § 1055(d) (the

50a

provision at issue in this case). See 53 Fed. Reg. 31837,

31838–39 (Aug. 22, 1988) (providing that the updated

regulation’s ‘‘requirements also apply to employee plans

subject to Title I of ERISA,’’ but not that the regulation

interprets ERISA’s text); 68 Fed. Reg. 70141, 70141–42

(Dec. 17, 2003) (providing that the updated regulation

applies to ERISA § 205(c)(3), codified at 29 U.S.C.

§ 1055(c)(3), but no more broadly). That history shows

that the Treasury established a reasonableness

requirement only for QJSAs under the IRC, not ERISA.

And so it wouldn’t make much sense to follow an

agency’s interpretation of a statutory term—no matter

how close in time to the statute’s enactment—if the

interpretation isn’t oriented toward the statute at issue,

but a statute that happens to contain the same language.

III.

Finally, I’d be remiss not to point out that the

majority’s intrusion into the legislative role carries

consequences of its own. ERISA, like all legislative

enactments, represents a delicate balancing of

competing interests hashed out by the people’s

democratically elected representatives. And we disturb

Congress’s judgment at our own peril.

In crafting ERISA, Congress took care to not make

the statute ‘‘so complex that administrative costs, or

litigation expenses, unduly discourage employers from

offering [ERISA] plans in the first place.’’ Conkright v.

Frommert, 559 U.S. 506, 517, 130 S.Ct. 1640, 176 L.Ed.2d

469 (2010) (alteration in original) (quoting Varity Corp.

v. Howe, 516 U.S. 489, 497, 116 S.Ct. 1065, 134 L.Ed.2d

130 (1996)). It would be one thing if the text of the

statute required such an outcome. But here we face—at

51a

most—congressional silence. And because the plain

language of the statute doesn’t contemplate a

reasonableness requirement for a plan’s actuarial

assumptions, I see no reason to impose one by judicial

fiat.

The most likely result of the majority’s decision is

even more litigation and higher administrative costs.

These costs will be passed on and will ultimately injure

the continued viability of the plans. So it’s hard to see

how this standard will benefit anyone besides the

attorneys who litigate these cases.

Moreover, Congress has repeatedly shown that it’s

willing and able to amend ERISA to respond to new

developments in the world of retirement benefits

security. For example, a House committee report on the

Pension Protection Act of 2005 (which didn’t itself

become law, but largely mirrored the act of the same

name passed the following year) noted that Congress

wanted to amend part of ERISA to address the use of

‘‘outdated’’ mortality tables in plan-funding calculations.

H.R. Rep. No. 109-232, pt. 1, at 61 (2005). And Congress

addressed that concern in the Pension Protection Act of

2006 by requiring pension plans to use mortality tables

promulgated ‘‘at least every 10 years’’ by the Secretary

of the Treasury to ‘‘reflect the actual experience of

pension plans and projected trends in such experience.’’

Pub. L. No. 109-280, § 102, 120 Stat. 780, 800 (2006)

(codified at 29 U.S.C. § 1083(h)). Similarly, a House

committee report on the Retirement Protection Act of

1994 described why Congress adopted a cap on interestrate assumptions in some actuarial calculations: ‘‘to

prevent plans from using unreasonably high interest

rates to determine the present value of participants’

52a

benefits,’’ which ‘‘could lower the single sum paid to

participants.’’ H.R. Rep. No. 103-632, pt. 2, at 57 (1994).

All this is not to say that we should make any decision

about what the text means based on policy

considerations or predictions of congressional priorities.

Indeed, my point is just the opposite: we should leave

policy considerations to Congress as the people’s elected

representatives. We judges, on the other hand, should

focus our energies only on interpreting Congress’s

words as written. We pierce the veil of Congress’s

underlying policy rationales at our own peril, limited as

our sightlines are by the nature of litigation as opposed

to legislation. So because ‘‘ERISA is a ‘comprehensive

and reticulated state,’” we should be ‘‘reluctant to

tamper with [the] enforcement scheme’ embodied in the

statute by extending remedies not specifically

authorized by its text.’’ Great-W. Life & Annuity Ins. v.

Knudson, 534 U.S. 204, 209, 122 S.Ct. 708, 151 L.Ed.2d

635 (2002) (alteration in original) (first quoting Mertens

v. Hewitt Assocs., 508 U.S. 248, 251, 113 S.Ct. 2063, 124

L.Ed.2d 161 (1993); and then quoting Mass. Mut. Life

Ins. v. Russell, 473 U.S. 134, 147, 105 S.Ct. 3085, 87

L.Ed.2d 96 (1985)).

***

Because the plain meaning of the statute doesn’t

support the majority’s interpretation, I respectfully

dissent.

53a

Appendix B

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

THOMAS N. REICHERT,

et al.,

Plaintiff,

BAKERY,

CONFECTIONARY,

TOBACCO WORKERS

and GRAIN MILLERS

PENSION COMMITTEE,

et al.,

Defendants,

)

Case No. 2:23-cv12343

HONORABLE

STEPHEN J.

MURPHY, III

OPINION AND ORDER GRANTING MOTION TO

DISMISS [23]

Plaintiffs Thomas Reichert, Stuart Buck, and

Kenneth Henrich, on behalf of themselves and others

similarly

situated,

sued

Defendants

Bakery,

Confectionary, Tobacco Workers and Grain Millers

Pension Committee, Kellanova, WK Kellogg Company,

Kellanova Pension Plan, and John Doe and alleged that

Defendants’ pension plans violated the Employee

Retirement Income Security Act (ERISA). ECF 22.

Specifically, Plaintiffs alleged that Defendants used

outdated mortality tables and outdated assumptions

54a

when they converted Plaintiffs’ single life annuities

(SLAs) to joint survivor annuities (JSAs) and thereby

violated ERISA’s actuarial equivalence requirements.

Id. at 120; see 29 U.S.C. § 1055(d). Plaintiffs also alleged

that the ERISA violation constituted a breach of

fiduciary duty. ECF 22, PgID 119. Defendants moved to

dismiss the complaint and the Court held a hearing. ECF

23, 32.

LEGAL STANDARD

The Court may grant a motion to dismiss under

Federal Rule of Civil Procedure 12(b)(6) if the complaint

fails to allege facts “sufficient ‘to raise a right to relief

above the speculative level,’ and to ‘state a claim to relief

that is plausible on its face.’” Hensley Mfg. v. ProPride,

Inc., 579 F.3d 603, 609 (6th Cir. 2009) (quoting Bell Atl.

Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007)). The

Court views the complaint in the light most favorable to

the plaintiff, presumes the truth of all well-pleaded

factual assertions, and draws every reasonable inference

in the nonmoving party’s favor. Bassett, 528 F.3d at 430.

But the Court will not presume the truth of legal

conclusions in the complaint. Ashcroft v. Iqbal, 556 U.S.

662, 678 (2009). If “a cause of action fails as a matter of

law, regardless of whether the plaintiff’s factual

allegations are true or not,” then the Court must dismiss.

Winnett v. Caterpillar, Inc., 553 F.3d 1000, 1005 (6th Cir.

2009).

In a Rule 12(b)(6) motion, courts can only “consider

the [c]omplaint and any exhibits attached thereto . . .

[and] items appearing in the record of the case and

exhibits attached to defendant’s motion to dismiss so

long as they are referred to in the [c]omplaint and are

55a

central to the claims contained therein.” Bassett, 528

F.3d at 430 (citation omitted); see also Decoration

Design Sols., Inc. v. Amcor Rigid Plastics USA, Inc.,

553 F. Supp. 3d 424, 427 (E.D. Mich. 2021) (Murphy, J.).

DISCUSSION

Defendants raised several arguments in their motion

to dismiss, but the Court need only address one

dispositive issue: whether ERISA requires Plan

administrators to regularly update the assumptions and

mortality tables used in the actuarial equivalence

calculation so that the assumptions are “reasonable.”

Plaintiffs’ complaint challenged decades-old formulas

based on fifty-year-old mortality data. ECF 22, PgID

120. Plaintiffs argued that reliance on the outdated data

was unreasonable and violated ERISA’s actuarial

equivalent requirement. Id. Defendants countered that

the statute does not contain any reasonableness

requirement, and there is no requirement in ERISA that

Defendants regularly update their tables. ECF 23, PgID

191. The Defendants are correct, and the Court agrees

with their statutory interpretation analysis.

ERISA requires qualified JSAs to be actuarially

equivalent to the SLA offered. See 29 U.S.C. § 1055(d).

In other words, when converting a SLA into a JSA,

ERISA requires the resulting JSA to be the “actuarial

equivalent” of the SLA. Id. Although ERISA does not

define actuarial equivalence, Plaintiffs argued that

achieving actuarial equivalence requires equal present

values for both types of benefits. ECF 29, PgID 812

(citing Stephens v. U.S. Airways Grp., Inc., 644 F.3d 437,

440 (D.C. Cir. 2011)). Plaintiff then argued that present

value must “reflect anticipated events” and “conform”

56a

with Treasury regulations that mandate assumptions

realistically projecting future events. Id. (citing 29

U.S.C. § 1002(27)). But Plaintiffs’ argument, case law,

and supporting regulations apply to actuarial

equivalence calculations that deal only with lump sum

payments. The text of 29 U.S.C. § 1055(d) does not

require that Plans employ certain assumptions or

mortality tables. Similarly, § 1055 does not impute a

“reasonableness” requirement on the actuarial

equivalence computation, and unlike the law applicable

to a lump sum payment, there is no federal regulation to

impute a reasonableness requirement. See C.F.R.

§ 1401(a)–20.

Although no binding case law addresses the precise

issue, the Sixth Circuit and the United States Supreme

Court clearly established applicable principles of

statutory construction that require the Court to grant

the motion to dismiss. Indeed, the Supreme Court

warned that “ERISA’s carefully crafted and detailed

enforcement scheme provides strong evidence that

Congress did not intend to authorize other remedies

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