How Pensions Impact Corporate Financial Distress

A new academic research paper reexamines how pension costs were related to defaults and bankruptcies at high-profile U.S. corporations in the airline, automotive and steel manufacturing industries.

A team of academic researchers published a new paper, “Corporate Pensions and Financial Distress,” finding greater underfunding of corporate pension plans is not a significant determinant of the outcome of corporate financial distress.

In other words, corporations with large unfunded pension obligations appear no more likely than their counterparts with healthier pension plans to enter bankruptcy rather than achieve an out-of-court restructuring when the going gets tough. The paper’s authors are Ying Duan, at the University of Alberta; Edith Hotchkiss, at the Carroll School of Management, Boston College; and Yawen Jiao, of the University of California, Riverside.

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The paper also examines how individual defined benefit (DB) and defined contribution (DC) investors fare under different distressed corporate conditions.

“We find that firms with DB plans typically have little exposure to [company] stock prior to default; the degree of underfunding increases significantly as firms near default, but is not related to restructuring types (bankruptcies versus out of court restructurings),” the authors observe. “In contrast, large exposures to company stock in DC plans often are not reduced prior to default. High levels of own-company stock ownership are positively related to default and bankruptcy probabilities. Our evidence suggests a link between employee-ownership related managerial entrenchment and default risk.”

As the report finds, upon a default, employees can face significant costs through reduced wages and questionable job security, as well as through losses in vested pension benefits, since coverage from the Pension Benefit Guarantee Corporation (PBGC) is often lower than benefits under an ongoing plan. Researchers observe that this was the case with defaults at UAL and Delphi Corporation.

One primary upshot from the paper is that participants in DC plans can incur large losses from retirement assets invested in the firm’s own stock when the company becomes financially distressed, as was the case with employees at Enron and WorldCom.

“Despite such attention, no study has systematically documented the role of corporate pensions in the resolution of financial distress,” the authors claim. “In this paper, we examine whether the structure, funding, and investment of pension plan assets is related to how financially distressed firms are restructured.”

The researchers reviewed a sample of 729 public firms in the U.S. that experience significant financial distress between 1992 and 2012, using data taken from Forms 5500. These firms either have DB pension plans, DC plans, or frequently both, the paper explains.

“For firms with DB plans, the importance of pension underfunding is often cited as complicating attempts to negotiate settlements in bankruptcy cases,” researchers suggest. “Underfunding of DB plans can stem from reduced employer contributions and/or the poor investment performance of plan assets, particularly when the plan has invested in the defaulting firm’s own stock.”

The paper says there can be some employer benefit to offering company stock in DB and DC retirement plans, but the decision to do so can leave employees at greater risk of loss.

“In spite of the risk such ownership imposes on employees when the firm becomes distressed, this form of ownership has been strongly encouraged by corporate executives, citing efficiency enhancements,” the report notes. “Specifically, such ownership aligns the interests of the employees with those of shareholders, motivating the employees to increase productivity, work morale, and ultimately, firm value.”

The report finds employers with this view expect the higher exposures to their company’s stock to give employees a stronger incentive to help their employer perform well. These employers also tend to believe employees with greater exposure to company stock will bring higher human capital investment and be more willing to take temporary pay cuts should serious distress arise, researchers note. “Thus, these firms are expected to manage through the process of resolving financial distress more efficiently,” the report continues.

Alternatively, management may encourage employee ownership in pension plans as a means of entrenchment, the research finds.

“Besides management-employee bonding, employees that are interested in job retention are more likely to side with incumbent management in proxy contests,” researchers find. “Thus, employee ownership in pensions can serve as an effective takeover defense. Under this entrenchment view, firms with higher exposures to company stock in pension plans are expected to have more agency problems and lower operational efficiency, implying a higher likelihood and severity of financial distress.”

So which camp is right?

“Because the motivational and entrenchment views have opposite predictions, the influence of pensions’ own-company stock ownership on the likelihood and resolution process of financial distress is an empirical question,” the report notes. “Our hazard model predicting default shows a non-linear relationship between own company stock ownership and default; firms with lower levels of such investment have a lower likelihood of default relative to firms with no ownership of own-company stock. However, firms with significantly higher levels (more than 10%) of such ownership exhibit higher default probabilities.”

The researchers suggest these findings are consistent with the poor performance and increased default risk of firms that use employee ownership of stock via their DC pension plan as a means of entrenchment.

Lastly, conditional on default, the paper examines how pension plan characteristics are related to whether distressed firms restructure in bankruptcy or through out of court restructurings.

“For DB plans, underfunding has been suggested to increase incentives to file for bankruptcy, since it is then possible to shift the underfunded liability to the PBGC,” researchers note. “In our sample of bankruptcies with DB plans, we find that only 20% of cases in fact terminate the plan and transfer the assets to the PBGC. Further, [logistical] regressions for the probability of a bankruptcy filing show no significant relationship between underfunding and the likelihood of bankruptcy.”

Many of the filing firms may not be able to demonstrate that the reorganized firm would not be viable without terminating the plan; other firms may avoid larger restructuring costs in bankruptcies which involve complex liabilities such as DB pensions. “Thus, our findings cast doubt on the argument that defaulting firms often opt for bankruptcies to terminate underfunded pensions, a practice not allowed in out of court restructurings,” the paper concludes.

The full paper can be downloaded here via the Social Science Research Network. 

Aegon Sued Over Management of Its Retirement Plan

A lawsuit claims retirement plan provider and asset manager Aegon USA caused superfluous fees to be charged to its own retirement plan.

A participant in the Aegon Companies Profit Sharing Plan has sued Aegon USA, some of its subsidiaries and trustees of the plan, alleging they violated the Employee Retirement Income Security Act (ERISA)’s requirement to act for the best interest of plan participants.

The complaint says that the defendants burdened the plan with layers of superfluous fees; that the plan pays fees higher than its peers; and that the fees go mostly to Aegon, which serves as recordkeeper and investment manager for the plan through its affiliates Transamerica Asset Management, Transamerica Financial Life Insurance Co., and Diversified Retirement Corp.—now rebranded as Transamerica Retirement Solutions.

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In a statement to PLANSPONSOR, the company said: “Reflecting our core mission, Aegon and Transamerica provide retirement plans and matching contributions to our employees to help them prepare for a secure and confident retirement. We remain deeply committed to fair and transparent communications with our employees regarding fees and expenses associated with employees’ retirement plans.

“Our business complies with all applicable state and federal statutes and regulations, and participates in periodic regulatory reviews. The allegations asserted against the Aegon/Transamerica employees’ retirement plan are without merit.”

According to the court document, Aegon has placed many of its investment products in the plan, including at least 16 Aegon-managed investments in collective trusts or pooled separate accounts. These trusts and accounts charge investment management and portfolio administration fees for managing the securities in the portfolio. However, the lawsuit alleges, the manager of each of the collective trusts and pooled separate accounts does not manage a portfolio. Instead, each such commingled fund simply reinvests in an Aegon mutual fund of the same asset class and strategy, which, the complaint says, has the effect of layering a superfluous and excessive investment management fee on top of the fees charged to the mutual fund. Aegon collects this fee.

The lawsuit also alleges that Aegon does not manage the portfolios of the underlying mutual funds, but hires subadvisers to manage the portfolios, yet it charges a substantial adviser fee for picking a subadviser to do the portfolio management. The suit says this is another superfluous fee on the plan for Aegon’s benefit.

Aegon also has included its stable value fund in the plan. The stable value fund has opaque fee structures and credits interest to investors solely at the discretion of Aegon, the lawsuit says, alleging that the wild swings in the crediting rate within a given year under the stable value fund demonstrate that the crediting rate is not tied to market performance but, rather, to benefit Aegon, where it sets the crediting rate arbitrarily and based on whatever spread it wants to collect between the crediting rate and its return on investment (ROI).

The court document also says that Aegon, as recordkeeper to the plan, does not require all revenue-sharing payments that exceed the recordkeeping costs of the plan to be rebated to the plan. Instead, it has kept those payments, which, the suit alleges, exceeded reasonable fees by hundreds of thousands of dollars annually. In addition, Aegon allegedly keeps any interest earned on cash proceeds from liquidated participant accounts—called float income—and uses that money to purportedly pay plan expenses. 

The lawsuit charges that rather than fulfilling its ERISA fiduciary duties by offering the plaintiff and other participants in the plan prudent investment options at reasonable cost, the defendants acted out of a conflict of interest and selected for the plan, and repeatedly failed to adequately monitor and remove or replace, Aegon-managed investment products with excessive fees. 

The complaint says a prudent and loyal fiduciary for a mega plan—such as Aegon’s over $1 billion plan—uses the bargaining power of the plan to negotiate low fees from investment managers. 

The plaintiff cites a BrightScope and Investment Company Institute publication that says mega plans have a median asset-weighted total fee of 30 basis points (bps). This includes investment management fees, administrative fees and other fees such as insurance charges. According to the complaint, the Aegon plan paid weighted average fees of more than 160 basis points in each year of the period relevant to the lawsuit on its investments in the Aegon separate accounts alone. 

This is triple the amount paid by other $1 billion plans, even in the 90th percentile of high fees reported in the Investment Company Institute report, the plaintiff estimates, and this does not include additional insurance charges or administrative fees, or fees charged by the stable value fund or the diversified collective trust. 

The lawsuit says the exorbitant fees paid by the plan to Aegon are reflected in the plan’s investment returns, which are net of fees. According to a report generated by a service called Retirement Plan Prospector, as of year-end 2013, the plan’s five-year rate of return as compared with plans of similar asset size is -175.58%. The plan’s three-year return as compared with peer plans is -405.31%. 

The lawsuit asks the court to order defendants to disgorge all fees received from the plan, directly or indirectly, and profits thereon, and restore all losses suffered by the plan caused by the breaches of ERISA fiduciary duties, as well as pay equitable restitution and other appropriate equitable monetary relief. 

The complaint in Dennard v. Aegon USA is here.

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