                    RECOMMENDED FOR FULL-TEXT PUBLICATION
                        Pursuant to Sixth Circuit I.O.P. 32.1(b)
                               File Name: 13a0219p.06

             UNITED STATES COURT OF APPEALS
                            FOR THE SIXTH CIRCUIT
                              _________________


                                                  X
 PYLES, UNITED STEEL, PAPER AND FORESTRY, -
 HOBERT FREEL TACKETT, WOODROW K.

 RUBBER, MANUFACTURING, ENERGY, ALLIED --
                                                   -
                                                       Nos. 12-3329/3407
 INDUSTRIAL AND SERVICE WORKERS
                                                   ,
                                                    >
                                                   -
 INTERNATIONAL UNION, and HARLAN B.

        Plaintiffs-Appellees/Cross-Appellants, -
 CONLEY,
                                                   -
                                                   -
                                                   -
                                                   -
           v.

                                                   -
                                                   -
 M&G POLYMERS USA, LLC, M&G
                                                   -
 POLYMERS USA, LLC COMPREHENSIVE
 MEDICAL BENEFITS PROGRAM FOR                      -
                                                   -
                                                   -
 EMPLOYEES AND THEIR DEPENDENTS, M&G
                                                   -
 CATASTROPHIC MEDICAL PLAN, M&G
                                                   -
 MEDICAL NECESSITY BENEFITS PROGRAM OF
 HOSPITAL, SURGICAL, MEDICAL, AND                  -
                                                   -
                                                   -
 PRESCRIPTION DRUG BENEFITS FOR

                                                   -
 EMPLOYEES AND THEIR DEPENDENTS, and
                                                   -
 M&G MAJOR MEDICAL BENEFITS PLAN,
      Defendants-Appellants/Cross-Appellees. -
                                                  N
                    Appeal from the United States District Court
                   for the Southern District of Ohio at Columbus.
                 No. 2:07-cv-126—Gregory L. Frost, District Judge.
                             Argued: March 15, 2013
                       Decided and Filed: August 12, 2013
              Before: KEITH, MARTIN, and COLE, Circuit Judges.

                               _________________

                                    COUNSEL
ARGUED: Philip A. Miscimarra, MORGAN, LEWIS & BOCKIUS LLP, Chicago,
Illinois, for Appellants/Cross-Appellees. David M. Cook, COOK & LOGOTHETIS,
LLC, Cincinnati, Ohio, for Appellees/Cross-Appellants. ON BRIEF: Philip A.
Miscimarra, MORGAN, LEWIS & BOCKIUS LLP, Chicago, Illinois, Christopher A.
Weals, MORGAN, LEWIS & BOCKIUS LLP, Washington, D.C., for Appellants/Cross-

                                         1
Nos. 12-3329/3407           Tackett, et al. v. M&G Polymers USA, et al.                       Page 2


Appellees. David M. Cook, Jennie G. Arnold, Claire W. Bushorn, COOK &
LOGOTHETIS, LLC, Cincinnati, Ohio, for Appellees/Cross-Appellants.

                                      _________________

                                            OPINION
                                      _________________

        COLE, Circuit Judge. Defendants-Appellants Cross-Appellees M&G Polymers
USA, LLC (“M&G”) and associated health plans appeal the permanent injunction
granted by the district court in favor of Plaintiffs-Appellees Cross-Appellants, retirees
and dependents of retirees from an M&G plant and the union that currently represents
plant employees.1 Plaintiffs brought a class action suit against Defendants after M&G
announced that Plaintiffs would be required to make health care contributions. After a
bench trial, the district court found Defendants liable for violating both a labor
agreement and an employee welfare benefit plan. The district court issued a permanent
injunction ordering Defendants to reinstate Plaintiffs to the current versions of the
benefits plans they were enrolled in until 2007 to receive health care for life without
contributions.

        While Defendants ask this Court to reverse the liability determination and
injunction, Plaintiffs request this Court to reinstate certain Plaintiffs to the pre-2007
versions of their benefits plan. Defendants argue that the district court clearly erred
when it found that (1) certain letters requiring retiree contributions to health care costs
were not a part of Plaintiffs’ labor agreements; and (2) Plaintiffs’ right to lifetime health
care vested at retirement. Plaintiffs cross-appeal, arguing that, although the district court
correctly held that their right to lifetime contribution-free benefits vested, the district
court erred by restoring them to the current versions of their benefits plan, as opposed
to the pre-2007 versions. We affirm the judgment of the district court.

                                                  I.


        1
         Hobert Freel Tackett; Woodrow K. Pyles; Harlan B. Conley; and United Steel, Paper & Forestry,
Rubber, Manufacturing, Energy, Allied Industrial & Service Workers International Union.
Nos. 12-3329/3407       Tackett, et al. v. M&G Polymers USA, et al.               Page 3


       The named plaintiffs are Ohio residents and retirees from the Apple Grove, West
Virginia Point Pleasant Polyester Plant (“Apple Grove”), which M&G has owned since
2000. From 1992 to 2000, Apple Grove was owned by Shell Chemical Company
(“Shell”). Prior to 1992, it was owned by The Goodyear Tire & Rubber Company
(“Goodyear”).

       Plaintiffs and similarly situated retirees belong to Local Union 644 (“Local 644")
of the United Steel, Paper & Forestry, Rubber, Manufacturing, Energy, Allied Industrial
& Service Workers International Union, AFL-CIO (“USW”), which currently represents
Apple Grove employees. Prior to 1995, Local 644 belonged to the United Rubber
Workers (“URW”), which merged with the USW in 1995. Over the years that Apple
Grove was owned by Goodyear, Shell and M&G, Local 644 entered into a number of
labor agreements.

       Typically, the union as a whole—first the URW and later the USW—would
negotiate a “master” agreement with the employer. Individual plants would adopt an
agreement in one of three ways: (1) some plants directly participated in the “master
bargaining” with the employer and entered into the master agreement itself; (2) some
plants separately adopted “me-too” agreements that were the same as the master
agreement; and (3) some plants, including Apple Grove according to Plaintiffs,
negotiated “me-too with exceptions” agreements, meaning that they adopted agreements
based on the master agreement, but with certain exceptions or differences. M&G,
however, claims that Apple Grove was a “‘me-too’ location[]” that “had a consistent
practice of applying the ‘master agreement’ settlement year-after-year.”

       While Apple Grove was owned by Goodyear, Goodyear and Local 644 entered
into a collective bargaining agreement (“1991 CBA”) effective November 6, 1991, to
November 6, 1994, and a collectively bargained Pension, Insurance and Service Award
Agreement effective May 15, 1991, to May 15, 1994, (“1991 Master P&I Agreement”).
The 1991 Master P&I Agreement described, among other things, the health care benefits
that retirees could expect to receive. A “side letter” (“1991 Letter G”) was part of the
Nos. 12-3329/3407        Tackett, et al. v. M&G Polymers USA, et al.                 Page 4


1991 Master P&I Agreement for certain URW locals, but not necessarily all. The 1991
Letter G stated:

       If the average annual cost of health care benefits [per retiree who retires
       on or after May 1, 1991, including his/her spouse] exceeds [$10,500 for
       retirees (including surviving spouses) under age 65 and $4200 for retirees
       (including surviving spouses) over age 65], the cost in excess . . . shall
       be allocated evenly to all retired employees (including surviving spouses)
       in such group.

The 1991 Letter G also specified that the required contributions would not begin until
July 1, 1997.

       Also, a Summary Plan Description (“SPD”), effective as of May 15, 1991, stated
that the “Company has established a required maximum average annual company cost
per retiree for medical coverage,” and set this maximum at $10,500 per year for each
retiree under age 65 and $4,200 per year for each retiree over age 65 (surviving spouses
included). It provided that the cost of any excess above the maximums would be
allocated among all members of the group of retirees evenly, and that contributions
would not begin until at least July 1, 1997.

       In 1992, Shell bought Apple Grove and, in 1993, formally adopted the Goodyear
benefit plans previously in effect at the plant. In 1994, Shell and the URW and some
URW locals entered into the “1994 Master P&I Agreement” which, for some URW
locals, included a side letter: “1994 Letter G.” The same year, Shell and Local 644
entered into another collective bargaining agreement, the “1994 CBA,” effective
November 6, 1994 to November 6, 1997.

       On May 9, 1997, Shell and the USW (the current union) entered into the “1997
Goodyear Master P&I Agreement,” which was effective until May 9, 2003. This
agreement included, for some USW locals, a side letter: “1997 letter H.”                On
November 6, 1997, Shell and the USW and Local 644 entered into the “1997 CBA,”
effective until November 6, 2000.
Nos. 12-3329/3407            Tackett, et al. v. M&G Polymers USA, et al.                         Page 5


         M&G bought Apple Grove in 2000. In September 2000, M&G and the USW and
Local 644 entered into the “2000 CBA.” A P&I Agreement, effective on Nov, 6 2000,
accompanied the 2000 CBA. In 2003, M&G and the USW, acting on behalf of Local
644, began bargaining over the next collective bargaining agreement. The bargaining
continued through August 2005, and included more than sixty days of negotiations. On
August 9, 2005, M&G and the USW on behalf of Local 644 entered the “2005 CBA,”
to be effective August 9, 2005 to November 5, 2008. The 2005 CBA included Letter of
Understanding 2003-6 (“LOU 2003-6 ”). All Plaintiffs were, prior to retirement, active
employees under one or more of the above CBAs.

         The 2000 P&I contained the following language:

         Employees who retire on or after January 1, 1996 and who are eligible
         for and receiving a monthly pension under the 1993 Pension Plan . . .
         whose full years of attained age and full years of attained continuous
         service . . . at the time of retirement equals 95 or more points will receive
         a full Company contribution towards the cost of [health-care]
         benefits . . . . Employees who have less than 95 points at the time of
         retirement will receive a reduced Company contribution. The Company
         contribution will be reduced by 2% for every point less than 95.
         Employees will be required to pay the balance of the health care
         contribution, as estimated by the Company annually in advance, for the
         [health care] benefits . . . . Failure to pay the required medical
         contribution will result in cancellation of coverage.

The 1994 and 1997 P&I Agreements contained similar language.2                              Each P&I
Agreement, once reached, was printed as a booklet and distributed to local union
members.




         2
          The 1994 and 1997 Master P&Is contain nearly identical language, except instead of referencing
the “1993 Pension plan,” they reference the “1950 Pension Plan.” The 1991 P&I states:
         Employees who retire with 10 or more years of continuous service and who are eligible
         and receiving a monthly pension under the 1950 Pension Plan for a pension (other than
         a deferred vested pension), shall receive the benefits described in this [section];
         provided, however, that each Employee eligible under the 1950 Pension Plan for a
         deferred vested pension whose employment with the Employer is terminated during or
         subsequent to the month in which he attained age 60 shall also receive such benefits
         effective as of the first day of the month for which he receives a deferred vested
         pension.
Nos. 12-3329/3407        Tackett, et al. v. M&G Polymers USA, et al.                Page 6


       The side letters were also known as “cap letters” because they “capped” the
company’s contribution towards the cost of retiree health care benefits. 1991 Letter G
was the first such letter. 1994 Letter G, 1997 Letter H and LOU 2003-6 were also “cap
letters,” similar to 1991 Letter G, specifying various coverage maximums and “bite
dates” when required contributions would begin. The letters were not reproduced in P&I
booklets and allegedly not ratified as part of the local agreement.

       In December 2006, M&G announced that it would begin requiring retirees to
contribute to the cost of their medical benefits. See Tackett v. M&G Polymers, USA,
LLC (Tackett I), 561 F.3d 478, 480 (6th Cir. 2009) (per curiam). At the time, each
Plaintiff was enrolled in either (1) the Medical Necessity Plan; (2) the Catastrophic Plan;
or (3) the Comprehensive Plan. Some Plaintiffs refused to pay premiums and were
dropped from coverage. Other Plaintiffs paid premiums, even if under protest, and
remained enrolled in their plans.

       Plaintiffs filed suit on February 9, 2007. Plaintiffs contended that the promise
of a “full Company contribution towards the cost of [health care] benefits” in the CBAs
provided them with a vested right to receive health care benefits in retirement without
making any contributions. Tackett I, 561 F.3d at 482. Defendants contended that
various other agreements between Local 644 and the successive employers, specifically
the cap letters, limited that promise.

       Plaintiffs’ amended complaint stated three claims: (1) violation of labor
agreements under § 301 of the Labor Management Relations Act (“LMRA”), 29 U.S.C.
§ 185(a); (2) violation of an employee welfare benefit plan under §§ 502(a)(1)(B) of the
Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§§ 1132(a)(1)(B); and (3) breach of fiduciary duty under § 502(a)(3) of ERISA,
29 U.S.C. § 1132 (a)(3).

       The district court granted Defendants’ motion to dismiss on all three counts and
Plaintiffs appealed to this Court. We affirmed the dismissal of the breach of fiduciary
duty claim, but reversed the dismissals of and remanded the first two claims. Tackett I,
Nos. 12-3329/3407            Tackett, et al. v. M&G Polymers USA, et al.                         Page 7


561 F.3d at 493. Then, the district court conducted a bench trial on the issue of liability.



          Eight witnesses testified at the bench trial. For Plaintiffs: two Apple Grove
retirees (Woodrow Pyles and Hobert Tackett), and four former union negotiators (Ron
Hoover, Randall Moore, Karen Shipley, and Brian Wedge). For Defendants: M&G’s
Human Resources director for Apple Grove (Kimm Korber), and a former M&G
negotiator (Robert Long).            The district court opinion amply summarizes their
testimonies. See Tackett v. M & G Polymers USA, LLC, 853 F. Supp.2d 697, 703–09
(S.D. Ohio 2012).

          After the trial, the district court found in favor of Plaintiffs on both remaining
claims.       Plaintiffs moved for a permanent injunction to reinstate their lifetime
contribution-free health care benefits. The district court ordered that Plaintiffs be
reinstated, but to the post-2007 versions of their plans.

          Defendants appeal the liability ruling and, accordingly, seek to have the
permanent injunction dissolved.             Plaintiffs appeal the portion of the permanent
injunction that orders retirees and dependents previously enrolled in the pre-2007
Comprehensive Plan or Catastrophic Plan to be enrolled in the current Comprehensive
Plan instead of being reinstated to the pre-2007 Comprehensive Plan.3

                                                   II.

          After a bench trial, we review the district court’s factual findings for clear error
and its legal conclusions de novo. Lincoln Elec. Co. v. St. Paul Fire & Marine Ins. Co.,
210 F.3d 672, 683 (6th Cir. 2000) (citation omitted). We review the scope of a
permanent injunction for an abuse of discretion. Lee v. City of Columbus, 636 F.3d 245,
249 (6th Cir. 2011) (citation omitted). “The district court abuses its discretion when it
relies on clearly erroneous findings of fact, uses an erroneous legal standard, or



          3
          Plaintiffs previously enrolled in the Medical Necessity Plan do not object to being enrolled in
the current version.
Nos. 12-3329/3407        Tackett, et al. v. M&G Polymers USA, et al.                 Page 8


improperly applies the law.” See United States v. Lawrence, 555 F.3d 254, 261 (6th Cir.
2009) (quotation omitted).

       The liability determination in this case hinges on whether the collectively
bargained agreements between Plaintiffs and Defendants vested in Plaintiffs a right to
lifetime no-contribution health care benefits. A health care plan is a welfare benefit plan
which, unlike a pension plan, does not vest automatically, but only “if the parties so
intended when they executed the applicable labor agreements.” See Noe v. Polyone
Corp., 520 F.3d 548, 552 (6th Cir. 2008). To vest, in this context, means to remain
binding “beyond the expiration of the collective bargaining agreement.” See UAW v.
Yard-Man, Inc., 716 F.2d 1476, 1479 (6th Cir. 1983). Substantive federal law governs
the analysis. See id.

                                            A.

       In Tackett I, we said that the P&I language indicated a desire to vest benefits:

                First, the “full Company contribution” language suggests that the
       parties intended the employer to cover the full cost of health-care
       benefits for those employees meeting the age and term-of-service
       requirements. Keeping in mind the context of the labor-management
       negotiations identified in Yard-Man, [716 F.2d 1476 (6th Cir. 1983)] we
       find it unlikely that Plaintiff USW would agree to language that ensures
       its members a “full Company contribution,” if the company could
       unilaterally change the level of contribution. The CBA has no limitation
       on the amount of a company contribution and if the Defendants’
       argument were accepted, the company presumably could lower the
       contribution to zero without violating this language. Such a promise
       would be illusory.
               Second, the limiting language, “[e]mployees will be required to
       pay the balance of the health care contribution,” follows the provision
       requiring contributions by those retirees who had not attained the
       requisite seniority points. From the placement of this language, we can
       reasonably infer that it did not apply to all retirees, but only to those
       retirees who had not attained the requisite seniority points.
               Third, the collective bargaining agreement tied eligibility for
       health-care benefits to pension benefits. This is another factor indicating
       that the parties intended the health care benefits to vest upon retirement.
Nos. 12-3329/3407          Tackett, et al. v. M&G Polymers USA, et al.              Page 9


561 F.3d at 490. Subsequently, we described this analysis as “[t]he determination above
that the parties intended health care benefits to vest [which] carries over to the ERISA
§ 502(a)(1)(B) claim.” Id. at 491. According to the district court, “[b]y presenting the
intended vesting as a fact leading to the result that Plaintiffs had presented a plausible
claim, the appellate court pointedly issued a conclusion instead of merely recognizing
a credible possibility.”

       Although we applied general principles of contract interpretation in Tackett I, see
561 F.3d at 489–90, we did not apply them to a complete factual record as would have
been necessary for a conclusive determination of the vesting issue. For example, it was
a matter of factual dispute whether the side letters were part of the CBA. If part of the
CBA, they would have been relevant to the issue of vesting. However, this Court found
them to be “extrinsic” to the Rule 12(b)(6) analysis because they were not part of the
pleadings. See id. at 487 n.6 (citing approvingly the district court’s “note[]” that the
“‘unusual’ procedural posture of the case . . . allowed the court to consider the Letter
Agreements in a [Rule] 12(b)(1) motion but not in the [Rule] 12(b)(6) motion.”).

       Tackett I also limited its “determination[s]” to the Rule 12(b)(6) context in two
other ways. First, prior to embarking on the Rule 12(b)(6) analysis, which contains the
language relied on by the district court, the Tackett I panel pointedly declined to convert
Defendants’ Rule 12(b)(6) motion into a Rule 56 motion for summary judgment. See
id. at 487–88. The panel concluded that it “w[ould] not consider matters extrinsic to the
pleadings and [would] proceed to review the district court’s Rule 12(b)(6) analysis.” Id.
at 488. Second, the panel acknowledged the possibility that the district court might
determine on remand that Plaintiffs did not have vested benefits. See id. at 493 n.11.
For these reasons, Tackett I did not conclusively determine that Plaintiffs’ retirement
benefits had vested.
Nos. 12-3329/3407         Tackett, et al. v. M&G Polymers USA, et al.               Page 10


                                             B.

        Fortunately, the district court’s determination that benefits had vested did not rest
solely on a misinterpretation of Tackett I. The district court also performed its own
analysis of the facts, which led it to conclude that the cap letters were not part of the
Apple Grove CBA and that vesting occurred. The district court considered the following
evidence, in addition to the P&I agreement: (1) documents indicating an agreement
between the union and the employers to “cap” health benefits, several “side” letters and
the SPD, which were part of the “master” agreements; (2) P&I booklets circulated to
Apple Grove employees that described, among other things, retiree benefits, and did not
contain any “capping” documents; (3) testimony from individuals involved in “master”
negotiations, Apple Grove local negotiations or both. See Sw. Williamson Cnty. Cmty.
Ass’n, Inc. v. Slater, 173 F.3d 1033, 1036 (6th Cir. 1999) (citing Dandridge v. Williams,
397 U.S. 471, 475 n.6 (1970)) (holding that an appellate court can affirm district court
on alternate grounds supported by the record).

        Whether the cap letters were part of Apple Grove’s CBAs is an issue of fact,
reviewable only for clear error. See Thomasville Furniture Indus., Inc. v. JGR, Inc., 3
F. App’x 467, 473 (6th Cir. 2001) (“Whether a given document is part of a written
contract is a question of fact.” (citing Greenberg v. The Life Ins. Co. of Va., 177 F.3d
507, 516 (6th Cir. 1999) (additional citation omitted))). The district court did not clearly
err in finding the cap agreements inapplicable to Apple Grove.

        M&G argues that the conduct of union representatives from 1991 to 2005 was
inconsistent with the district court’s interpretation of the CBAs and P&Is as not
including the cap letters. M&G claims that even the testimony of Plaintiffs’ witnesses
demonstrates that union representatives did not believe there was a vested right to
lifetime no-contribution benefits for Apple Grove retirees. The most persuasive
evidence cited by M&G is the “internal union conversations” that appear to indicate that
at least some union representatives believed the cap letters to apply. Moore testified that
he had been told by some local committee members that the 1997 Letter H applied, but
that, despite “seach[ing] extensively,” he could not find “any document indicating it had
Nos. 12-3329/3407         Tackett, et al. v. M&G Polymers USA, et al.               Page 11


been adopted or ratified by the local.” Hoover advised Moore and Shipley that “if” they
used “a letter like Goodyear,” they should “move the damn dates out or your retirees are
going to get hit with a premium.” Moore testified that Shipley told him that she was told
“to be aware that there was a Letter H.”

        Although these statements certainly have the potential to imply that cap
agreements were applicable, they need not be dispositive. Hoover participated in the
master bargaining, which undisputedly included cap letters. However, he did not
participate in local bargaining for Apple Grove, and the fact that he told some Apple
Grove negotiators about the cap letters in the master agreement does not demonstrate
that they applied to Apple Grove, especially since he qualified his advice with the word
“if.” At best, Hoover and Moore acknowledged the possibility that the cap letters
applied to Apple Grove, but neither had any firm knowledge or documentation of the
letters’ applicability. In the face of such ambiguity, the district court did not clearly err
by concluding that the letters did not apply to Apple Grove.

        In sorting through conflicting recollections of negotiations, the district court
noted that several parties with authority to bind M&G and the union rejected or disputed
cap letter applicability. M&G objects to the district court’s “focus on what union entity
can ‘bind’ the union” as an error of law. M&G argues that “[q]uestions regarding who
can ‘bind’ the union . . . are unrelated to the probative value of evidence regarding what
local bargaining committee members have done or said about past bargaining or past
agreements.”

        The district court did not, as M&G claims, treat statements of those with
“binding authority” as dispositive, but it did appear to weigh these statements more
heavily than statements from those without binding authority. Credibility determinations
are a matter of fact and the district court’s determination receives great deference. See
United States v. Esteppe, 483 F.3d 447, 452 (6th Cir. 2007). It is not unreasonable to
infer that a party with authority to bind would be more likely to be informed regarding
important documents.
Nos. 12-3329/3407          Tackett, et al. v. M&G Polymers USA, et al.            Page 12


       M&G describes the district court as “find[ing] that the collective bargaining
agreement was enforceable only as to specific items described during ratification votes,”
and cites Teamsters Local 589 (Jennings Dist., Inc.), 349 NLRB 124, 128 (2007) for its
argument that such a “deficiency” does not void union ratification of an agreement. The
district court did not, as M&G suggests, use the non-presentation of the cap letters as an
“escape mechanism” from an otherwise-ratified agreement. Rather, Apple Grove
employees’ lack of knowledge regarding the cap letters was cited as an example of
absence of evidence of the letters’ inclusion in the Apple Grove agreements. As
Plaintiffs point out, this was “but one piece of evidence among many.”

       Similarly, the district court did not err by considering the lack of awareness of
the cap letters on the part of Shell’s accountants and M&G’s actuaries. The district court
merely noted the absence of the type of evidence of the cap letters’ applicability to
Apple Grove that one would expect to see if Defendants’ account of events was credible.
The district court properly treated such lack of awareness as circumstantial, not
“dispositive,” evidence that the cap letters did not apply to Apple Grove.

       M&G argues that LOU 2003-6, which permitted collecting contributions from
retirees whose insurance costs exceeded the caps set forth in the 2001 Letter H, was
applicable to all Plaintiffs, including those who retired prior to August 9, 2005, because
employers may lawfully implement portions of a final offer after an impasse is reached
in bargaining. See United Paperworkers Int’l Union v. NLRB, 981 F.2d 861, 866 (6th
Cir. 1992) (per curiam).

       In early 2004, when LOU 2003-6 was unilaterally implemented by M&G, any
portions affecting then-retirees’ rights were not lawfully implemented because the ability
to take unilateral action post-impasse only applies to mandatory topics of bargaining, see
Taylor Warehouse Corp. v. NLRB, 98 F.3d 892, 902 (6th Cir. 1996), while retiree
benefits are a permissive topic. See Yard-Man, 716 F.2d at 1482. Furthermore, in
August of 2005, when LOU 2003-6 became part of the 2005 CBA, it could not be
applied to pre-August 9, 2005 retirees because their benefits had already vested, as
described below.
Nos. 12-3329/3407           Tackett, et al. v. M&G Polymers USA, et al.                Page 13


          Finally, M&G cites the SPD as evidence that retiree benefits were capped.
However, SPDs “are not legally binding, nor parts[] of the benefit plans themselves.”
Engleson v. Unum Life Ins. Co. of Am., — F.3d —, No. 12-4049, 2013 WL 3336741, at
*7 (6th Cir. 2013) (quotation marks and citations omitted). Although the district court
was permitted to consider the SPD as “extrinsic evidence,” see Moore v. Menasha Corp.,
690 F.3d 444, 456 (6th Cir. 2012), we cannot say that the district court clearly erred by
declining to find it persuasive.

                                               C.

          Given that the district court did not clearly err in finding that the cap letters were
not part of the pre-2005 CBAs, the district court also did not clearly err in interpreting
the pre-2005 CBAs as vesting a right to lifetime contribution-free benefits in the pre-
August 9, 2005 retirees. Interpretation of a CBA is a matter of law only when the parties
rely wholly on the terms of the CBA and do not present any extrinsic evidence of intent.
See Yard-Man, 716 F.2d at 1480 n.1. In this case, the determination of intent becomes
a mixed question of both law and fact, for which the standard of review is clear error.
See id.

          We must determine whether the parties intended benefits to vest by applying
traditional rules of contract interpretation, as long as doing so is consistent with federal
labor policies. Id. at 1479. To interpret the language of a CBA, we must:

          (1) “look to the explicit language,” (2) evaluate that language “in light of
          the context” that led to its use, (3) “interpret each provision . . . as part
          of the integrated whole,” (4) construe each provision “consistently with
          the entire document and the relative positions and purposes of the
          parties,” (5) construe the terms “so as to render none nugatory” and to
          “avoid illusory promises,” (6) look to other words and phrases in the
          document to resolve ambiguities, and (7) “review the interpretation . . .
          for consistency with federal labor policy.”

Tackett I, 561 F.3d at 489 n.7 (quoting Yard-Man, 716 F.2d at 1479–80).

          Though Tackett I was not conclusive on the vesting issue as a whole, it is
conclusive on a narrower question: that of whether the quoted “explicit language” of the
Nos. 12-3329/3407         Tackett, et al. v. M&G Polymers USA, et al.                Page 14


CBA, in the absence of “other words and phrases in the document” such as the cap
letters, indicates an intent to vest. Tackett I interpreted the quoted language of the CBA,
standing alone, as indicating intent to vest and this interpretation bound the district court,
while leaving it free to make its own conclusion about the ultimate question of vesting
based on other portions of the document, extrinsic evidence or both. See, e.g. Yolton
v. El Paso Tenn. Pipeline Co., 435 F.3d 571, 579 (6th Cir. 2006) (“When ambiguities
exist, courts may look to other provisions of the document and other extrinsic
evidence.”) (citation omitted). The qualifying language in Tackett I implied that the
CBA language, though indicating intent to vest, contained enough ambiguity to permit
examination of such additional evidence.

        The district court’s presumption that, in the absence of extrinsic evidence to the
contrary, the agreements indicated an intent to vest lifetime contribution-free benefits
was in accordance with both Tackett I and the CBA language promising a “full
contribution” to qualifying employees. To the extent that vesting was presumed, it was
not the district court that, sua sponte, shifted the burden of proof, but rather the language
of the CBA and its linkage of health care benefits to pension benefits, see Reese v. CNH
America LLC, 574 F.3d 315, 322 (6th Cir. 2009), that led to the conclusion that retirees
had a vested right to health care benefits and, in the absence of evidence to the contrary,
a vested right to contribution-free health care benefits. Having reached the conclusion
that benefits were vested, it was then reasonable for the district court to conclude that
those benefits could not be bargained away without retiree permission.

        M&G points out that we have previously said that vesting of contribution-free
health care benefits should not be presumed “simply . . . because none of the CBA
documents provided that retirees ‘would be required’ to pay premium contributions.”
Wood v. Detroit Diesel Corp., 213 F. App’x 463, 466 (6th Cir. 2007). But in this case,
the 2000 CBA, and the others with similar language, specifically promised a “full
Company contribution” towards health care benefits. Furthermore, in Detroit Diesel,
there were applicable “Supplemental Agreements” advising retirees that they “‘may be
required to make monthly contributions’” and that “rates of payment, coverages, and
Nos. 12-3329/3407        Tackett, et al. v. M&G Polymers USA, et al.               Page 15


terms and conditions of the program were all subject to change by Detroit Diesel at any
time on reasonable notice.” Id. at 467. In the present case, the analogous capping
agreements are not applicable. Finally, even in Detroit Diesel, where there was weaker
evidence of affirmative intent to vest and stronger anti-vesting evidence, this Court still
concluded that the plaintiffs had sufficient likelihood of success on the merits, even
though it “[might] not [have been] a ‘strong’ likelihood,” to warrant preliminary
injunctive relief. See id. at 471. The district court’s analysis does not conflict with that
in Detroit Diesel.

        M&G also contends that, because the USW recently agreed that retirees must
make medical contributions, Apple Grove retirees cannot possibly have a vested right
to lifetime contribution-free health care.       However, if benefits are vested, then
subsequent concessions by the union cannot modify them without retirees’ permission.
See Allied Chem. & Alkali Workers of Am., Local Union No. 1 v. Pittsburgh Plate Glass
Co., Chem. Div., 404 U.S. 157, 181 n.20 (1971).

        Given the inapplicability of the capping agreements, the district court did not
clearly err in finding that pre-August 9, 2005 retirees had a vested right to receive
contribution-free health care benefits.

                                            D.

        Plaintiffs cross-appeal the scope of the permanent injunction. They contend that
the district court abused its discretion when it ordered retirees and dependents previously
enrolled in the pre-2007 Comprehensive Plan to be enrolled in the current
Comprehensive Plan instead of being reinstated to the pre-2007 plan.

        Plaintiffs argue that the district court misapplied Reese v. CNH America. In
Reese, we held that retirees whose lifetime health care benefits had vested could
nonetheless be subject to “reasonable changes” in their health care benefits, as long as
the changes were “reasonable in light of changes in health care” and “roughly consistent
with the kinds of benefits provided to current employees.” 574 F.3d at 326 (citations
Nos. 12-3329/3407        Tackett, et al. v. M&G Polymers USA, et al.              Page 16


omitted). However, this was only the case because the CBA did not contain any
statements to the contrary. See id.

       Plaintiffs argue that the P&I agreements specify the precise benefits provided to
retirees. They cite, for example, the 2000 P&I stating that “[a]fter the date of the
Employee’s retirement, the deductible . . . shall be limited to $175 per person, $350 per
family . . . .” However, they do not explain why these plan specifics, unlike those in
Reese, are vested for life. Plaintiffs argue that vested no-cost medical coverage would
be illusory if the Comprehensive Plan is “allowed to be whittled away under the guise
of ‘plan design changes’ until no shred . . . remained,” but that is a red herring because
our reasonableness requirement does not permit such an extreme “whittling.”

       The 2007 changes to the Comprehensive Plan that Plaintiffs point to were not
unreasonable. Plaintiffs cite increased prescription drug costs and annual deductibles
that do not appear to be severe and unreasonable (e.g., co-pay for generic drugs going
from $4 to $10, annual prescription drug deductible going from $175 to $250). The
increase in the maximum out-of-pocket limit from $500 to $4,000 per family is the most
significant change cited, but not so large that the district court clearly erred in finding
it to be “reasonable in light of changes in health care.” Id. at 326 (quotation marks
omitted).

                                           III.

       For the above reasons, we affirm the judgment of the district court.
