OPINION OF THE COURT AETNA HEALTH INC. V. DAVILA 542 U. S. ____ (2004) SUPREME COURT OF THE UNITED STATES NOS. 02-1845 AND 03-83 AETNA HEALTH INC., fka AETNA U. S. HEALTHCARE INC.
and AETNA U. S. HEALTHCARE OF NORTH TEXAS INC., PETITIONER

															02–1845 v. JUAN DAVILA CIGNA HEALTHCARE OF TEXAS, INC., dba CIGNA
CORPORATION, PETITIONER

															03–83 v. RUBY R. CALAD et al. on writs of certiorari to the united states
court of appeals for the fifth circuit [June 21, 2004] Justice Thomas delivered
the opinion of the Court.

															   In these consolidated cases, two
individuals sued their respective health maintenance organizations
(HMOs) for alleged failures to exercise ordinary care in the
handling of coverage decisions, in violation of a duty imposed by
the Texas Health Care Liability Act (THCLA), Tex. Civ. Prac. &
Rem. Code Ann. §§88.001–88.003 (2004 Supp. Pamphlet). We granted
certiorari to decide whether the individuals’ causes of action are
completely pre-empted by the “interlocking, interrelated, and
interdependent remedial scheme,” Massachusetts Mut. Life Ins.
Co. v. Russell, 473 U. S. 134 , 146
(1985), found at §502(a) of the Employee Retirement Income Security
Act of 1974 (ERISA), 88 Stat. 891, as amended, 29 U. S. C.
§1132(a) et seq . 540 U. S. 981 (2003). We
hold that the causes of action are completely pre-empted and hence
removable from state to federal court. The Court of Appeals, having
reached a contrary conclusion, is reversed.

															I

															A

															   Respondent Juan Davila is a
participant, and respondent Ruby Calad is a beneficiary, in
ERISA-regulated employee benefit plans. Their respective plan
sponsors had entered into agreements with petitioners, Aetna Health
Inc. and CIGNA Healthcare of Texas, Inc., to administer the plans.
Under Davila’s plan, for instance, Aetna reviews requests for
coverage and pays providers, such as doctors, hospitals, and
nursing homes, which perform covered services for members; under
Calad’s plan sponsor’s agreement, CIGNA is responsible for plan
benefits and coverage decisions.

															   Respondents both suffered
injuries allegedly arising from Aetna’s and CIGNA’s decisions not
to provide coverage for certain treatment and services recommended
by respondents’ treating physicians. Davila’s treating physician
prescribed Vioxx to remedy Davila’s arthritis pain, but Aetna
refused to pay for it. Davila did not appeal or contest this
decision, nor did he purchase Vioxx with his own resources and seek
reimbursement. Instead, Davila began taking Naprosyn, from which he
allegedly suffered a severe reaction that required extensive
treatment and hospitalization. Calad underwent surgery, and
although her treating physician recommended an extended hospital
stay, a CIGNA discharge nurse determined that Calad did not meet
the plan’s criteria for a continued hospital stay. CIGNA
consequently denied coverage for the extended hospital stay. Calad
experienced postsurgery complications forcing her to return to the
hospital. She alleges that these complications would not have
occurred had CIGNA approved coverage for a longer hospital
stay.

															   Respondents brought separate suits in Texas
state court against petitioners. Invoking THCLA §88.002(a),
respondents argued that petitioners’ refusal to cover the requested
services violated their “duty to exercise ordinary care when making
health care treatment decisions,” and that these refusals
“proximately caused” their injuries. Ibid. Petitioners
removed the cases to Federal District Courts, arguing that
respondents’ causes of action fit within the scope of, and were
therefore completely pre-empted by, ERISA §502(a). The respective
District Courts agreed, and declined to remand the cases to state
court. Because respondents refused to amend their complaints to
bring explicit ERISA claims, the District Courts dismissed the
complaints with prejudice.

															B

															   Both Davila and Calad appealed
the refusals to remand to state court. The United States Court of
Appeals for the Fifth Circuit consolidated their cases with several
others raising similar issues. The Court of Appeals recognized that
state causes of action that “duplicat[e] or fal[l] within the scope
of an ERISA §502(a) remedy” are completely pre-empted and hence
removable to federal court. Roark v. Humana,
Inc., 307 F. 3d 298, 305 (2002) (internal quotation marks
and citations omitted). After examining the causes of action
available under §502(a), the Court of Appeals determined that
respondents’ claims could possibly fall under only two:
§502(a)(1)(B), which provides a cause of action for the recovery of
wrongfully denied benefits, and §502(a)(2), which allows suit
against a plan fiduciary for breaches of fiduciary duty to the
plan.

															   Analyzing §502(a)(2) first, the
Court of Appeals concluded that, under Pegram v. Herdrich, 530 U. S. 211 (2000), the decisions
for which petitioners were being sued were “mixed eligibility and
treatment decisions” and hence were not fiduciary in nature. 307
F. 3d, at 307–308.[ Footnote
1 ] The Court of Appeals next determined that respondents’
claims did not fall within §502(a)(1)(B)’s scope. It found
significant that respondents “assert tort claims,” while
§502(a)(1)(B) “creates a cause of action for breach of contract,” id. , at 309, and also that respondents “are not seeking
reimbursement for benefits denied them,” but rather request “tort
damages” arising from “an external, statutorily imposed duty of
‘ordinary care.’ ” Ibid. From Rush Prudential
HMO, Inc. v. Moran, 536 U. S. 355 (2002),
the Court of Appeals derived the principle that complete
pre-emption is limited to situations in which “States … duplicate
the causes of action listed in ERISA §502(a),” and concluded that
“[b]ecause the THCLA does not provide an action for collecting
benefits,” it fell outside the scope of §502(a)(1)(B). 307
F. 3d, at 310–311.

															II

															A

															   Under the removal statute, “any
civil action brought in a State court of which the district courts
of the United States have original jurisdiction, may be removed by
the defendant” to federal court. 28 U. S. C. §1441(a). One
category of cases of which district courts have original
jurisdiction are “federal question” cases: cases “arising under the
Constitution, laws, or treaties of the United States.” §1331. We
face in these cases the issue whether respondents’ causes of action
arise under federal law.

															   Ordinarily, determining whether a
particular case arises under federal law turns on the
“ ‘well-pleaded complaint’ ” rule. Franchise Tax Bd.
of Cal. v. Construction Laborers Vacation Trust for
Southern Cal., 463 U. S. 1 , 9–10 (1983).
The Court has explained that

															“whether a case is one arising under the
Constitution or a law or treaty of the United States, in the sense
of the jurisdictional statute[,] … must be determined from what
necessarily appears in the plaintiff’s statement of his own claim
in the bill or declaration, unaided by anything alleged in
anticipation of avoidance of defenses which it is thought the
defendant may interpose.” Taylor v. Anderson, 234 U. S. 74 , 75–76
(1914).

															In particular, the existence of a federal defense
normally does not create statutory “arising under” jurisdiction, Louisville & Nashville R. Co. v. Mottley, 211 U. S. 149 (1908),
and “a defendant may not [generally] remove a case to federal court
unless the plaintiff’s complaint establishes that the case
‘arises under’ federal law.” Franchise Tax Bd. , supra , at 10. There is an exception, however, to the
well-pleaded complaint rule. “[W]hen a federal statute wholly
displaces the state-law cause of action through complete
pre-emption,” the state claim can be removed. Beneficial Nat.
Bank v. Anderson , 539 U. S. 1 , 8 (2003).
This is so because “[w]hen the federal statute completely pre-empts
the state-law cause of action, a claim which comes within the scope
of that cause of action, even if pleaded in terms of state law, is
in reality based on federal law.” Ibid. ERISA is one of
these statutes.

															B

															   Congress enacted ERISA to
“protect … the interests of participants in employee benefit plans
and their beneficiaries” by setting out substantive regulatory
requirements for employee benefit plans and to “provid[e] for
appropriate remedies, sanctions, and ready access to the Federal
courts.” 29 U. S. C. §1001(b). The purpose of ERISA is to
provide a uniform regulatory regime over employee benefit plans. To
this end, ERISA includes expansive pre-emption provisions, see
ERISA §514, 29 U. S. C. §1144, which are intended to ensure
that employee benefit plan regulation would be “exclusively a
federal concern.” Alessi v. Raybestos-Manhattan,
Inc. , 451 U. S.
504 , 523 (1981).

															   ERISA’s “comprehensive
legislative scheme” includes “an integrated system of procedures
for enforcement.” Russell , 473 U. S., at 147 (internal
quotation marks and citation omitted). This integrated enforcement
mechanism, ERISA §502(a), 29 U. S. C. §1132(a), is a
distinctive feature of ERISA, and essential to accomplish Congress’
purpose of creating a comprehensive statute for the regulation of
employee benefit plans. As the Court said in Pilot Life Ins.
Co. v. Dedeaux, 481 U. S. 41 (1987):

															“[T]he detailed provisions of §502(a) set forth a
comprehensive civil enforcement scheme that represents a careful
balancing of the need for prompt and fair claims settlement
procedures against the public interest in encouraging the formation
of employee benefit plans. The policy choices reflected in the
inclusion of certain remedies and the exclusion of others under the
federal scheme would be completely undermined if ERISA-plan
participants and beneficiaries were free to obtain remedies under
state law that Congress rejected in ERISA. ‘The six carefully
integrated civil enforcement provisions found in §502(a) of the
statute as finally enacted … provide strong evidence that Congress
did not intend to authorize other remedies that it simply
forgot to incorporate expressly.’ ” Id ., at 54
(quoting Russell , supra , at 146).

															Therefore, any state-law cause of action that
duplicates, supplements, or supplants the ERISA civil enforcement
remedy conflicts with the clear congressional intent to make the
ERISA remedy exclusive and is therefore pre-empted. See 481 U. S.,
at 54–56; see also Ingersoll-Rand Co. v. McClendon, 498 U. S. 133 , 143–145 (1990).

															   The pre-emptive force of ERISA §502(a) is
still stronger. In Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58 , 65–66 (1987), the Court
determined that the similarity of the language used in the Labor
Management Relations Act, 1947 (LMRA), and ERISA, combined with the
“clear intention” of Congress “to make §502(a)(1)(B) suits brought
by participants or beneficiaries federal questions for the purposes
of federal court jurisdiction in like manner as §301 of the LMRA,”
established that ERISA §502(a)(1)(B)’s pre-emptive force mirrored
the pre-emptive force of LMRA §301. Since LMRA §301 converts state
causes of action into federal ones for purposes of determining the
propriety of removal, see Avco Corp. v. Machinists , 390 U. S. 557 (1968), so
too does ERISA §502(a)(1)(B). Thus, the ERISA civil enforcement
mechanism is one of those provisions with such “extraordinary
pre-emptive power” that it “converts an ordinary state common law
complaint into one stating a federal claim for purposes of the
well-pleaded complaint rule.” Metropolitan Life , 481 U.
S., at 65–66 . Hence, “causes of action within the scope of
the civil enforcement provisions of §502(a) [are] removable to
federal court.” Id ., at 66.

															III

															A

															   ERISA §502(a)(1)(B) provides:

															“A civil action may be brought—(1) by a participant
or beneficiary— … (B) to recover benefits due to him under the
terms of his plan, to enforce his rights under the terms of the
plan, or to clarify his rights to future benefits under the terms
of the plan.” 29 U. S. C. §1132(a)(1)(B).

															This provision is relatively straightforward. If a
participant or beneficiary believes that benefits promised to him
under the terms of the plan are not provided, he can bring suit
seeking provision of those benefits. A participant or beneficiary
can also bring suit generically to “enforce his rights” under the
plan, or to clarify any of his rights to future benefits. Any
dispute over the precise terms of the plan is resolved by a court
under a de novo review standard, unless the terms of the
plan “giv[e] the administrator or fiduciary discretionary authority
to determine eligibility for benefits or to construe the terms of
the plan.” Firestone Tire & Rubber Co. v. Bruch , 489
U. S. 101 , 115 (1989).

															   It follows that if an individual brings suit
complaining of a denial of coverage for medical care, where the
individual is entitled to such coverage only because of the terms
of an ERISA-regulated employee benefit plan, and where no legal
duty (state or federal) independent of ERISA or the plan terms is
violated, then the suit falls “within the scope of” ERISA
§502(a)(1)(B). Metropolitan Life , supra , at 66.
In other words, if an individual, at some point in time, could have
brought his claim under ERISA §502(a)(1)(B), and where there is no
other independent legal duty that is implicated by a defendant’s
actions, then the individual’s cause of action is completely
pre-empted by ERISA §502(a)(1)(B).

															   To determine whether respondents’ causes of
action fall “within the scope” of ERISA §502(a)(1)(B), we must
examine respondents’ complaints, the statute on which their claims
are based (the THCLA), and the various plan documents. Davila
alleges that Aetna provides health coverage under his employer’s
health benefits plan. App. H to Pet. for Cert. in No. 02–1845,
p. 67a, ¶ ;11. Davila also alleges that after his primary care
physician prescribed Vioxx, Aetna refused to pay for it. Id ., at 67a, ¶ ;12. The only action complained of was
Aetna’s refusal to approve payment for Davila’s Vioxx prescription.
Further, the only relationship Aetna had with Davila was its
partial administration of Davila’s employer’s benefit plan. See
App. 25, 31, 39–40, 45–48, 108.

															   Similarly, Calad alleges that she receives, as
her husband’s beneficiary under an ERISA-regulated benefit plan,
health coverage from CIGNA. Id., at 184, ¶ ;17. She
alleges that she was informed by CIGNA, upon admittance into a
hospital for major surgery, that she would be authorized to stay
for only one day. Id., at 184, ¶ ;18. She also alleges
that CIGNA, acting through a discharge nurse, refused to authorize
more than a single day despite the advice and recommendation of her
treating physician. Id ., at 185, ¶ ;¶ ;20, 21. Calad
contests only CIGNA’s decision to refuse coverage for her hospital
stay. Id. , at 185, ¶ ;20. And, as in Davila’s case, the
only connection between Calad and CIGNA is CIGNA’s administration
of portions of Calad’s ERISA-regulated benefit plan. Id., at 219–221.

															   It is clear, then, that respondents complain
only about denials of coverage promised under the terms of
ERISA-regulated employee benefit plans. Upon the denial of
benefits, respondents could have paid for the treatment themselves
and then sought reimbursement through a §502(a)(1)(B) action, or
sought a preliminary injunction, see Pryzbowski v. U.
S. Healthcare, Inc. , 245 F. 3d 266, 274 (CA3 2001)
(giving examples where federal courts have issued such preliminary
injunctions).[ Footnote 2 ]

															   Respondents contend, however, that the
complained-of actions violate legal duties that arise independently
of ERISA or the terms of the employee benefit plans at issue in
these cases. Both respondents brought suit specifically under the
THCLA, alleging that petitioners “controlled, influenced,
participated in and made decisions which affected the quality of
the diagnosis, care, and treatment provided” in a manner that
violated “the duty of ordinary care set forth in §§88.001 and
88.002.” App. H to Pet. for Cert. in No. 02–1845, at 69a, ¶ ;18;
see also App. 187, ¶ ;28. Respondents contend that this duty of
ordinary care is an independent legal duty. They analogize to this
Court’s decisions interpreting LMRA §301, 29 U. S. C. §1081,
with particular focus on Caterpillar Inc. v. Williams, 482 U. S. 386 (1987)
(suit for breach of individual employment contract, even if
defendant’s action also constituted a breach of an entirely
separate collective bargaining agreement, not pre-empted by LMRA
§301). Because this duty of ordinary care arises independently of
any duty imposed by ERISA or the plan terms, the argument goes, any
civil action to enforce this duty is not within the scope of the
ERISA civil enforcement mechanism.

															   The duties imposed by the THCLA in the context
of these cases, however, do not arise independently of ERISA or the
plan terms. The THCLA does impose a duty on managed care entities
to “exercise ordinary care when making health care treatment
decisions,” and makes them liable for damages proximately caused by
failures to abide by that duty. §88.002(a). However, if a managed
care entity correctly concluded that, under the terms of the
relevant plan, a particular treatment was not covered, the managed
care entity’s denial of coverage would not be a proximate cause of
any injuries arising from the denial. Rather, the failure of the
plan itself to cover the requested treatment would be the proximate
cause.[ Footnote 3 ] More
significantly, the THCLA clearly states that “[t]he standards in
Subsections (a) and (b) create no obligation on the part of the
health insurance carrier, health maintenance organization, or other
managed care entity to provide to an insured or enrollee treatment
which is not covered by the health care plan of the entity.”
§88.002(d). Hence, a managed care entity could not be subject to
liability under the THCLA if it denied coverage for any treatment
not covered by the health care plan that it was administering.

															   Thus, interpretation of the terms of
respondents’ benefit plans forms an essential part of their THCLA
claim, and THCLA liability would exist here only because of
petitioners’ administration of ERISA-regulated benefit plans.
Petitioners’ potential liability under the THCLA in these cases,
then, derives entirely from the particular rights and obligations
established by the benefit plans. So, unlike the state-law claims
in Caterpillar , supra , respondents’ THCLA causes
of action are not entirely independent of the federally regulated
contract itself. Cf. Allis&nbhyph;Chalmers Corp. v. Lueck , 471
U. S. 202 , 217 (1985) (state-law tort of bad faith handling of
insurance claim pre-empted by LMRA §301, since the “duties imposed
and rights established through the state tort … derive[d] from the
rights and obligations established by the contract”); Steelworkers v. Rawson, 495 U. S. 362 , 371
(1990) (state-law tort action brought due to alleged negligence in
the inspection of a mine was pre-empted, as the duty to inspect the
mine arose solely out of the collective-bargaining agreement).

															   Hence, respondents bring suit only to rectify
a wrongful denial of benefits promised under ERISA-regulated plans,
and do not attempt to remedy any violation of a legal duty
independent of ERISA. We hold that respondents’ state causes of
action fall “within the scope of” ERISA §502(a)(1)(B), Metropolitan Life , 481 U. S., at 66, and are therefore
completely pre-empted by ERISA §502 and removable to federal
district court.[ Footnote 4 ]

															B

															   The Court of Appeals came to a
contrary conclusion for several reasons, all of them erroneous.
First, the Court of Appeals found significant that respondents
“assert a tort claim for tort damages” rather than “a contract
claim for contract damages,” and that respondents “are not seeking
reimbursement for benefits denied them.” 307 F. 3d, at
309 . But, distinguishing between pre-empted and
non-pre-empted claims based on the particular label affixed to them
would “elevate form over substance and allow parties to evade” the
pre-emptive scope of ERISA simply “by relabeling their contract
claims as claims for tortious breach of contract.” Allis-Chalmers , supra , at 211. Nor can the mere
fact that the state cause of action attempts to authorize remedies
beyond those authorized by ERISA §502(a) put the cause of action
outside the scope of the ERISA civil enforcement mechanism. In Pilot Life , Metropolitan Life , and Ingersoll-Rand , the plaintiffs all brought state claims
that were labeled either tort or tort-like. See Pilot
Life , 481 U. S., at 43 (suit for, inter alia ,
“Tortious Breach of Contract”); Metropolitan Life , supra, at 61–62 (suit requesting damages for “mental
anguish caused by breach of [the] contract”); Ingersoll-Rand , 498 U. S., at 136 (suit brought under
various tort and contract theories). And, the plaintiffs in these
three cases all sought remedies beyond those authorized under
ERISA. See Pilot Life , supra , at 43 (compensatory
and punitive damages); Metropolitan Life , supra ,
at 61 (mental anguish); Ingersoll-Rand , supra , at
136 (punitive damages, mental anguish). And, in all these cases,
the plaintiffs’ claims were pre-empted. The limited remedies
available under ERISA are an inherent part of the “careful
balancing” between ensuring fair and prompt enforcement of rights
under a plan and the encouragement of the creation of such plans. Pilot Life , supra , at 55.

															   Second, the Court of Appeals
believed that “the wording of [respondents’] plans is immaterial”
to their claims, as “they invoke an external, statutorily imposed
duty of ‘ordinary care.’ ” 307 F. 3d, at 309. But as we
have already discussed, the wording of the plans is certainly
material to their state causes of action, and the duty of “ordinary
care” that the THCLA creates is not external to their rights under
their respective plans.

															   Ultimately, the Court of Appeals rested its
decision on one line from Rush Prudential . There, we
described our holding in Ingersoll-Rand as follows:
“[W]hile state law duplicated the elements of a claim available
under ERISA, it converted the remedy from an equitable one under
§1132(a)(3) (available exclusively in federal district courts) into
a legal one for money damages (available in a state tribunal).” 536
U. S., at 379. The point of this sentence was to describe why the
state cause of action in Ingersoll-Rand was pre-empted by
ERISA §502(a): It was pre-empted because it attempted to convert an
equitable remedy into a legal remedy. Nowhere in Rush
Prudential did we suggest that the pre-emptive force of ERISA
§502(a) is limited to the situation in which a state cause of
action precisely duplicates a cause of action under ERISA
§502(a).

															   Nor would it be consistent with our precedent
to conclude that only strictly duplicative state causes of action
are pre-empted. Frequently, in order to receive exemplary damages
on a state claim, a plaintiff must prove facts beyond the bare
minimum necessary to establish entitlement to an award. Cf. Allis-Chalmers, 471 U. S., at 217 (bad-faith refusal to
honor a claim needed to be proved in order to recover exemplary
damages). In order to recover for mental anguish, for instance, the
plaintiffs in Ingersoll-Rand and Metropolitan
Life would presumably have had to prove the existence of
mental anguish; there is no such element in an ordinary suit
brought under ERISA §502(a)(1)(B). See Ingersoll-Rand , supra , at 136; Metropolitan Life , supra ,
at 61. This did not save these state causes of action from
pre-emption. Congress’ intent to make the ERISA civil enforcement
mechanism exclusive would be undermined if state causes of action
that supplement the ERISA §502(a) remedies were permitted, even if
the elements of the state cause of action did not precisely
duplicate the elements of an ERISA claim.

															C

															   Respondents also argue—for the
first time in their brief to this Court—that the THCLA is a law
that regulates insurance, and hence that ERISA §514(b)(2)(A) saves
their causes of action from pre-emption (and thereby from complete
pre-emption).[ Footnote 5 ] This
argument is unavailing. The existence of a comprehensive remedial
scheme can demonstrate an “overpowering federal policy” that
determines the interpretation of a statutory provision designed to
save state law from being pre-empted. Rush Prudential , 536
U. S., at 375. ERISA’s civil enforcement provision is one such
example. See ibid .

															   As this Court stated in Pilot
Life , “our understanding of [§514(b)(2)(A)] must be informed
by the legislative intent concerning the civil enforcement
provisions provided by ERISA §502(a), 29 U. S. C. §1132(a).”
481 U. S., at 52. The Court concluded that “[t]he policy choices
reflected in the inclusion of certain remedies and the exclusion of
others under the federal scheme would be completely undermined if
ERISA-plan participants and beneficiaries were free to obtain
remedies under state law that Congress rejected in ERISA.” Id ., at 54. The Court then held, based on

															“the common-sense understanding of the saving
clause, the McCarran-Ferguson Act factors defining the business of
insurance, and, most importantly , the clear expression of
congressional intent that ERISA’s civil enforcement scheme be
exclusive, . . . that [the plaintiff’s] state law suit asserting
improper processing of a claim for benefits under an
ERISA-regulated plan is not saved by §514(b)(2)(A).” Id. ,
at 57 (emphasis added). Pilot Life ’s reasoning
applies here with full force. Allowing respondents to proceed with
their state-law suits would “pose an obstacle to the purposes and
objectives of Congress.” Id. , at 52. As this Court has
recognized in both Rush Prudential and Pilot
Life , ERISA §514(b)(2)(A) must be interpreted in light of the
congressional intent to create an exclusive federal remedy in ERISA
§502(a). Under ordinary principles of conflict pre-emption, then,
even a state law that can arguably be characterized as “regulating
insurance” will be pre-empted if it provides a separate vehicle to
assert a claim for benefits outside of, or in addition to, ERISA’s
remedial scheme.

															IV

															   Respondents, their amici , and some Courts of Appeals have relied heavily upon Pegram v. Herdrich, 530 U. S. 211 (2000), in arguing that
ERISA does not pre-empt or completely pre-empt state suits such as
respondents’. They contend that Pegram makes it clear that
causes of action such as respondents’ do not “relate to [an]
employee benefit plan,” ERISA §514(a), 29 U. S. C. §1144(a),
and hence are not pre-empted. See Brief for Respondents 35–38; Cicio v. Does , 321 F. 3d 83, 100–104 (CA2
2003); see also Land v. CIGNA Healthcare , 339
F. 3d 1286, 1292–1294 (CA11 2003). Pegram cannot be read so
broadly. In Pegram , the plaintiff sued her
physician-owned-and-operated HMO (which provided medical coverage
through plaintiff’s employer pursuant to an ERISA-regulated benefit
plan) and her treating physician, both for medical malpractice and
for a breach of an ERISA fiduciary duty. See 530 U. S., at 215–216.
The plaintiff’s treating physician was also the person charged with
administering plaintiff’s benefits; it was she who decided whether
certain treatments were covered. See id. , at 228. We
reasoned that the physician’s “eligibility decision and the
treatment decision were inextricably mixed.” Id ., at 229.
We concluded that “Congress did not intend [the defendant HMO] or
any other HMO to be treated as a fiduciary to the extent that it
makes mixed eligibility decisions acting through its physicians.” Id ., at 231.

															   A benefit determination under ERISA, though,
is generally a fiduciary act. See Bruch, 489 U. S., at
111–113. “At common law, fiduciary duties characteristically attach
to decisions about managing assets and distributing property to
beneficiaries.” Pegram , supra , at 231; cf. 2A A.
Scott & W. Fratcher, Law of Trusts §§182, 183 (4th ed. 1987);
G. Bogert & G. Bogert, Law of Trusts & Trustees §541 (rev.
2d ed. 1993). Hence, a benefit determination is part and parcel of
the ordinary fiduciary responsibilities connected to the
administration of a plan. See Varity Corp . v. Howe , 516
U. S. 489 , 512 (1996) (relevant plan fiduciaries owe a
“fiduciary duty with respect to the interpretation of plan
documents and the payment of claims”). The fact that a benefits
determination is infused with medical judgments does not alter this
result. Pegram itself recognized this
principle. Pegram , in highlighting its conclusion that
“mixed eligibility decisions” were not fiduciary in nature,
contrasted the operation of “[t]raditional trustees administer[ing]
a medical trust” and “physicians through whom HMOs act.” 530 U. S.,
at 231–232. A traditional medical trust is administered by “paying
out money to buy medical care, whereas physicians making mixed
eligibility decisions consume the money as well.” Ibid .
And, significantly, the Court stated that “[p]rivate trustees do
not make treatment judgments.” Id ., at 232. But a trustee
managing a medical trust undoubtedly must make administrative
decisions that require the exercise of medical judgment.
Petitioners are not the employers of respondents’ treating
physicians and are therefore in a somewhat analogous position to
that of a trustee for a traditional medical trust.[ Footnote 6 ]

															   ERISA itself and its implementing regulations
confirm this interpretation. ERISA defines a fiduciary as any
person “to the extent … he has any discretionary authority or
discretionary responsibility in the administration of [an employee
benefit] plan.” §3(21)(A)(iii), 29 U. S. C. §1002(21)(A)(iii).
When administering employee benefit plans, HMOs must make
discretionary decisions regarding eligibility for plan benefits,
and, in this regard, must be treated as plan fiduciaries. See Varity Corp ., supra , at 511 (plan administrator
“engages in a fiduciary act when making a discretionary
determination about whether a claimant is entitled to benefits
under the terms of the plan documents”). Also, ERISA §503, which
specifies minimum requirements for a plan’s claim procedure,
requires plans to “afford a reasonable opportunity to any
participant whose claim for benefits has been denied for a full and
fair review by the appropriate named fiduciary of the decision
denying the claim.” 29 U. S. C. §1133(2). This strongly
suggests that the ultimate decisionmaker in a plan regarding an
award of benefits must be a fiduciary and must be acting as a
fiduciary when determining a participant’s or beneficiary’s claim.
The relevant regulations also establish extensive requirements to
ensure full and fair review of benefit denials. See 29 CFR
§2560.503–1 (2004). These regulations, on their face, apply equally
to health benefit plans and other plans, and do not draw
distinctions between medical and nonmedical benefits
determinations. Indeed, the regulations strongly imply that
benefits determinations involving medical judgments are, just as
much as any other benefits determinations, actions by plan
fiduciaries. See, e.g. , §2560.503–1(h)(3)(iii).
Classifying any entity with discretionary authority over benefits
determinations as anything but a plan fiduciary would thus conflict
with ERISA’s statutory and regulatory scheme.

															   Since administrators making benefits
determinations, even determinations based extensively on medical
judgments, are ordinarily acting as plan fiduciaries, it was
essential to Pegram ’s conclusion that the decisions
challenged there were truly “mixed eligibility and treatment
decisions,” 530 U. S., at 229, i.e. , medical necessity
decisions made by the plaintiff’s treating physician qua treating physician and qua benefits administrator. Put
another way, the reasoning of Pegram “only make[s] sense
where the underlying negligence also plausibly constitutes medical
maltreatment by a party who can be deemed to be a treating
physician or such a physician’s employer.” Cicio , 321
F. 3d, at 109 (Calabresi, J., dissenting in part). Here,
however, petitioners are neither respondents’ treating physicians
nor the employers of respondents’ treating physicians. Petitioners’
coverage decisions, then, are pure eligibility decisions, and Pegram is not implicated.

															V

															   We hold that respondents’ causes
of action, brought to remedy only the denial of benefits under
ERISA-regulated benefit plans, fall within the scope of, and are
completely pre-empted by, ERISA §502(a)(1)(B), and thus removable
to federal district court. The judgment of the Court of Appeals is
reversed, and the cases are remanded for further proceedings
consistent with this opinion.[ Footnote 7 ]

															It is so ordered. Footnote 1 In this Court, petitioners do not claim or
argue that respondents’ causes of action fall under ERISA
§502(a)(2). Because petitioners do not argue this point, and since
we can resolve these cases entirely by reference to ERISA
§502(a)(1)(B), we do not address ERISA §502(a)(2). Footnote 2 Respondents also argue that the benefit due
under their ERISA-regulated employee benefit plans is simply the
membership in the respective HMOs, not coverage for the particular
medical treatments that are delineated in the plan documents. See
Brief for Respondents 28–30. Respondents did not identify this
possible argument in their brief in opposition to the petitions for
certiorari, and we deem it waived. See this Court’s Rule 15.2. Footnote 3 To take a clear example, if the terms of the
health care plan specifically exclude from coverage the cost of an
appendectomy, then any injuries caused by the refusal to cover the
appendectomy are properly attributed to the terms of the plan
itself, not the managed care entity that applied those terms. Footnote 4 Respondents also argue that ERISA §502(a)
completely pre-empts a state cause of action only if the cause of
action would be pre-empted under ERISA §514(a); respondents then
argue that their causes of action do not fall under the terms of
§514(a). But a state cause of action that provides an alternative
remedy to those provided by the ERISA civil enforcement mechanism
conflicts with Congress’ clear intent to make the ERISA mechanism
exclusive. See Ingersoll-Rand Co. v. McClendon, 498 U. S. 133 , 142 (1990) (holding
that “[e]ven if there were no express pre-emption [under ERISA
§514(a)]” of the cause of action in that case, it “would be
pre-empted because it conflict[ed] directly with an ERISA cause of
action”). Footnote 5 ERISA §514(b)(2)(A), 29 U. S. C.
§1144(b)(2)(A), reads, as relevant: “[N]othing in this subchapter
shall be construed to exempt or relieve any person from any law of
any State which regulates insurance, banking, or securities.” Footnote 6 Both Pilot Life and Metropolitan
Life support this understanding. The plaintiffs in Pilot
Life and Metropolitan Life challenged disability
determinations made by the insurers of their ERISA-regulated
employee benefit plans. See Pilot Life Ins. Co. v. Dedeaux, 481 U. S. 41 , 43 (1987); Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58 , 61 (1987). A disability
determination often involves medical judgments. See, e.g. , ibid. (plaintiff determined not to be disabled only after
a medical examination undertaken by one of his employer’s
physicians). Yet, in both Pilot Life and Metropolitan
Life , the Court held that the causes of action were
pre-empted. Cf. Black & Decker Disability Plan v. Nord, 538 U. S. 822 (2003)
(discussing “treating physician” rule in the context of disability
determinations made by ERISA-regulated disability plans). Footnote 7 The United States, as amicus ,
suggests that some individuals in respondents’ positions could
possibly receive some form of “make-whole” relief under ERISA
§502(a)(3). Brief for United States as Amicus Curiae 27,
n. 13. However, after their respective District Courts denied
their motions for remand, respondents had the opportunity to amend
their complaints to bring expressly a claim under ERISA §502(a).
Respondents declined to do so; the District Courts therefore
dismissed their complaints with prejudice. See App. 147–148; id. , at 298; App. B to Pet. for Cert. in No. 02–1845,
pp. 34a–35a; App. B to Pet. for Cert. in No. 03–83,
p. 40a. Respondents have thus chosen not to pursue any ERISA
claim, including any claim arising under ERISA §502(a)(3). The
scope of this provision, then, is not before us, and we do not
address it. GINSBURG, J., CONCURRING AETNA HEALTH INC. V. DAVILA 542 U. S. ____ (2004) SUPREME COURT OF THE UNITED STATES NOS. 02-1845 AND 03-83 AETNA HEALTH INC., fka AETNA U. S. HEALTHCARE INC.
and AETNA U. S. HEALTHCARE OF NORTH TEXAS INC., PETITIONER

															02–1845 v. JUAN DAVILA CIGNA HEALTHCARE OF TEXAS, INC., dba CIGNA
CORPORATION, PETITIONER

															03–83 v. RUBY R. CALAD et al. on writs of certiorari to the united states
court of appeals for the fifth circuit [June 21, 2004] Justice Ginsburg , with
whom Justice Breyer joins, concurring.

															   The Court today holds that the
claims respondents asserted under Texas law are totally preempted
by §502(a) of the Employee Retirement Income Security Act of 1974
(ERISA or Act), 29 U. S. C. §1132(a). That decision is
consistent with our governing case law on ERISA’s preemptive scope.
I therefore join the Court’s opinion. But, with greater enthusiasm,
as indicated by my dissenting opinion in Great-West Life &
Annuity Ins. Co. v. Knudson, 534 U. S. 204 (2002), I
also join “the rising judicial chorus urging that Congress and
[this] Court revisit what is an unjust and increasingly tangled
ERISA regime.” DiFelice v. AETNA U. S.
Healthcare , 346 F. 3d 442, 453 (CA3 2003) (Becker, J.,
concurring).

															   Because the Court has coupled an encompassing
interpretation of ERISA’s preemptive force with a cramped
construction of the “equitable relief” allowable under §502(a)(3),
a “regulatory vacuum” exists: “[V]irtually all state law remedies
are preempted but very few federal substitutes are provided.” Id ., at 456 (internal quotation marks omitted).

															   A series of the Court’s decisions has yielded
a host of situations in which persons adversely affected by
ERISA-proscribed wrongdoing cannot gain make-whole relief. First,
in Massachusetts Mut. Life Ins. Co. v. Russell, 473 U. S. 134 (1985),
the Court stated, in dicta: “[T]here is a stark absence—in [ERISA]
itself and in its legislative history—of any reference to an
intention to authorize the recovery of extracontractual damages”
for consequential injuries. Id ., at 148. Then, in Mertens v. Hewitt Associates, 508 U. S. 248 (1993),
the Court held that §502(a)(3)’s term “ ‘equitable relief ’ …
refer[s] to those categories of relief that were typically available in equity (such as injunction, mandamus, and restitution,
but not compensatory damages).” Id ., at 256 (emphasis in
original). Most recently, in Great-West , the Court ruled
that, as “§502(a)(3), by its terms, only allows for equitable relief,” the provision excludes “the imposition
of personal liability … for a contractual obligation to pay money.”
534 U. S., at 221 (emphasis in original).

															   As the array of lower court cases and opinions
documents, see, e.g. , DiFelice; Cicio v. Does , 321 F. 3d 83 (CA2 2003), cert. pending sub nom. Vytra Healthcare v. Cicio ,
No. 03–69, fresh consideration of the availability of consequential
damages under §502(a)(3) is plainly in order. See 321 F. 3d,
at 106, 107 (Calabresi, J., dissenting in part) (“gaping wound”
caused by the breadth of preemption and limited remedies under
ERISA, as interpreted by this Court, will not be healed until the
Court “start[s] over” or Congress “wipe[s] the slate clean”); DiFelice , 346 F. 3d, at 467 (“The vital thing … is
that either Congress or the Court act quickly, because the current
situation is plainly untenable.”); Langbein, What ERISA Means by
“Equitable”: The Supreme Court’s Trail of Error in Russell , Mertens , and Great-West , 103
Colum. L. Rev. 1317, 1365 (2003) (hereinafter Langbein) (“The
Supreme Court needs to … realign ERISA remedy law with the trust
remedial tradition that Congress intended [when it provided in
§502(a)(3) for] ‘appropriate equitable relief.’ ”).

															   The Government notes a potential amelioration.
Recognizing that “this Court has construed Section 502(a)(3) not to
authorize an award of money damages against a non-fiduciary ,” the Government suggests that the Act, as
currently written and interpreted, may “allo[w] at least some forms
of ‘make-whole’ relief against a breaching fiduciary in
light of the general availability of such relief in equity at the
time of the divided bench.” Brief for United States as Amicus
Curiae 27–28, n. 13 (emphases added); cf. ante ,
at 19 (“entity with discretionary authority over benefits
determinations” is a “plan fiduciary”); Tr. of Oral Arg. 13 (“Aetna
is [a fiduciary]—and CIGNA is for purposes of claims processing.”).
As the Court points out, respondents here declined the opportunity
to amend their complaints to state claims for relief under §502(a);
the District Court, therefore, properly dismissed their suits with
prejudice. See ante , at 20, n. 7. But the
Government’s suggestion may indicate an effective remedy others
similarly circumstanced might fruitfully pursue.

															   “Congress … intended ERISA to replicate the
core principles of trust remedy law, including the make-whole
standard of relief.” Langbein 1319. I anticipate that Congress, or
this Court, will one day so confirm.


OCTOBER TERM, 2002

															Syllabus

															DESERT PALACE, INC., DBA CAESARS PALACE HOTEL & CASINO v. COSTA

															CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH
CIRCUIT

															No. 02-679. Argued April 21, 2003-Decided June 9,2003

															Title VII of the Civil Rights Act of 1964 makes it an "unlawful
employment practice for an employer ... to discriminate against any
individual ... , because of ... sex." 42 U. S. C. § 2000e-2(a)(1).
In Price Waterhouse v. Hopkins, 490 U. S. 228 , this Court
considered whether an employment decision is made "because of" sex
in a "mixed-motive" case, i. e., where both legitimate and
illegitimate reasons motivated the decision. Although the Court
concluded that an employer had an affirmative defense if it could
prove that it would have made the same decision had gender not
played a role, it was divided on the question of when the burden of
proof shifts to an employer to prove the defense. JUSTICE O'CONNOR,
concurring in the judgment, concluded that the burden would shift
only where a disparate treatment plaintiff could show by "direct
evidence that an illegitimate criterion was a substantial factor in
the [employment] decision." Id., at 276. Congress
subsequently passed the Civil Rights Act of 1991 (1991 Act), which
provides, among other things, that (1) an unlawful employment
practice is established "when the complaining party demonstrates
that ... sex ... was a motivating factor for any employment
practice, even though other factors also motivated the practice,"
42 U. S. C. § 2000e-2(m), and (2) if an individual proves a
violation under § 2000e-2(m), the employer can avail itself of a
limited affirmative defense that restricts the available remedies
if it demonstrates that it would have taken the same action absent
the impermissible motivating factor, § 2000e-5(g)(2)(B).
Respondent, who was petitioner's only female warehouse worker and
heavy equipment operator, had problems with management and her
co-workers, which led to escalating disciplinary sanctions and her
ultimate termination. She subsequently filed this lawsuit,
asserting, inter alia, a Title VII sex discrimination claim.
Based on the evidence she presented at trial, the District Court
denied petitioner's motion for judgment as a matter of law and
submitted the case to the jury. The District Court instructed the
jury, as relevant here, that if respondent proved by a
preponderance of the evidence that sex was a motivating factor in
the adverse work conditions imposed on her, but petitioner's
conduct was also motivated by lawful 91 reasons, she was entitled to damages unless petitioner proved by
a preponderance of the evidence that it would have treated her
similarly had gender played no role. Petitioner unsuccessfully
objected to this instruction, claiming that respondent had not
adduced "direct evidence" that sex was a motivating factor in
petitioner's decision. The jury awarded respondent backpay and
compensatory and punitive damages, and the District Court denied
petitioner's renewed motion for judgment as a matter of law. A
Ninth Circuit panel vacated and remanded, agreeing with petitioner
that the District Court had erred in giving the mixed-motive
instruction. The en banc court, however, reinstated the judgment,
finding that the 1991 Act does not impose any special evidentiary
requirement. Held: Direct evidence of discrimination is not required
for a plaintiff to obtain a mixed-motive jury instruction under
Title VII. The starting point for this Court's analysis is the
statutory text. See Connecticut Nat. Bank v. Germain, 503 U. S. 249 ,
253-254. Where, as here, the statute's words are unambiguous, the
judicial inquiry is complete. Id., at 254. Section
2000e-2(m) unambiguously states that a plaintiff need only
demonstrate that an employer used a forbidden consideration with
respect to any employment practice. On its face, it does not
mention that a plaintiff must make a heightened showing through
direct evidence. Moreover, Congress explicitly defined
"demonstrates" as to "mee[t] the burdens of production and
persuasion." § 2000e-2(m). Had Congress intended to require direct
evidence, it could have included language to that effect in §
2000e-2(m), as it has unequivocally done when imposing heightened
proof requirements in other circumstances. See, e. g., 42 U.
S. C. § 5851(b)(3)(D). Title VII's silence also suggests that this
Court should not depart from the conventional rule of civil
litigation generally applied in Title VII cases, which requires a
plaintiff to prove his case by a preponderance of the evidence
using direct or circumstantial evidence. This Court has often
acknowledged the utility of circumstantial evidence in
discrimination cases and has never questioned its adequacy in
criminal cases, even though proof beyond a reasonable doubt is
required. Finally, the use of the term "demonstrates" in other
Title VII provisions tends to show that § 2000e-2(m) does not
incorporate a direct evidence requirement. See e. g., §
2000e2(k)(1)(A)(i). Pp.98-102. 299 F.3d
838 , affirmed.

															THOMAS, J., delivered the opinion for a unanimous Court.
O'CONNOR, J., filed a concurring opinion, post, p. 102. 92 Mark J. Ricciardi argued the cause for petitioner.
With him on the briefs were Roger K. Quillen, Paul A. Ades, and Corbett N. Gordon. Irving L. Gornstein argued the cause for the United States as
amicus curiae. On the brief were Solicitor General Olson, Assistant
Attorneys General McCallum and Boyd, Deputy Solicitor General
Clement, Dennis J. Dimsey, and Teresa Kwong. Robert N. Peccole argued the cause for respondent.
With him on the brief was Eric Schnapper. *

															JUSTICE THOMAS delivered the opinion of the Court.

															The question before us in this case is whether a plaintiff must
present direct evidence of discrimination in order to obtain a
mixed-motive instruction under Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights Act of 1991 (1991 Act). We
hold that direct evidence is not required.

															I A

															Since 1964, Title VII has made it an "unlawful employment
practice for an employer ... to discriminate against any indi-

															* Ann Elizabeth Reesman, Katherine Y. K. Cheung, Stephen A.
Bokat, and Ellen D. Bryant filed a brief for the Equal Employment
Advisory Council et al. as amici curiae urging reversal.

															Briefs of amici curiae urging affirmance were filed for the
American Federation of Labor and Congress of Industrial
Organizations by Jonathan P. Hiatt, James B. Coppess, and Laurence
Gold; for the Association of Trial Lawyers of America by Jeffrey L.
Needle; for the Lawyers' Committee for Civil Rights Under Law et
al. by Michael C. Subit, Barbara R. Arnwine, Thomas J. Henderson,
Michael L. Foreman, Kristin M. Dadey, Thomas W Osborne, Laurie A.
McCann, Daniel B. Kohrman, Melvin Radowitz, Lenora M. Lapidus,
Vincent A. Eng, Judith L. Lichtman, Jocelyn C. Frye, and Dennis C.
Hayes; and for Ann B. Hopkins by Douglas Ronald B. Schwartz and Jenifer Bosco filed a brief
for the National Employment Lawyers Association as amicus
curiae. 93 vidual ... , because of such individual's race, color,
religion, sex, or national origin." 78 Stat. 255, 42 U. S. C. §
2000e2(a)(1) (emphasis added). In Price Waterhouse v. Hopkins, 490
U. S. 228 (1989), the Court considered whether an employment
decision is made "because of" sex in a "mixedmotive" case, i. e., where both legitimate and illegitimate reasons motivated
the decision. The Court concluded that, under § 2000e-2(a)(1), an
employer could "avoid a finding of liability ... by proving that it
would have made the same decision even if it had not allowed gender
to play such a role." Id., at 244; see id., at 261,
n. (White, J., concurring in judgment); id., at 261 (O'CONNOR, J.,
concurring in judgment). The Court was divided, however, over the
predicate question of when the burden of proof may be shifted to an
employer to prove the affirmative defense.

															Justice Brennan, writing for a plurality of four Justices, would
have held that "when a plaintiff ... proves that her gender played
a motivating part in an employment decision, the defendant
may avoid a finding of liability only by proving by a preponderance
of the evidence that it would have made the same decision even if
it had not taken the plaintiff's gender into account." Id., at 258 (emphasis added). The plurality did not, however, "suggest a
limitation on the possible ways of proving that [gender]
stereotyping played a motivating role in an employment decision." Id., at 251-252.

															Justice White and JUSTICE O'CONNOR both concurred in the
judgment. Justice White would have held that the case was governed
by Mt. Healthy City Bd. of Ed. v. Doyle, 429 U. S.
274 (1977), and would have shifted the burden to the employer only
when a plaintiff "show[ed] that the unlawful motive was a substantial factor in the adverse employment action." Price Waterhouse, supra, at 259. JUSTICE O'CONNOR, like
Justice White, would have required the plaintiff to show that an
illegitimate consideration was a "substantial factor" in the
employment decision. 490 U. S., at 276. But, under JUSTICE
O'CONNOR'S view, "the burden on the issue 94 of causation" would shift to the employer only where "a
disparate treatment plaintiff [could] show by direct
evidence that an illegitimate criterion was a substantial
factor in the decision." Ibid. (emphasis added).

															Two years after Price Waterhouse, Congress passed the
1991 Act "in large part [as] a response to a series of decisions of
this Court interpreting the Civil Rights Acts of 1866 and 1964."
Landgraf v. USI Film Products, 511 U. S. 244 , 250
(1994). In particular, § 107 of the 1991 Act, which is at issue in
this case, "respond[ed]" to Price Waterhouse by "setting
forth standards applicable in 'mixed motive' cases" in two new
statutory provisions.1 511 U. S., at 251. The first establishes an
alternative for proving that an "unlawful employment practice" has
occurred: "Except as otherwise provided in this subchapter, an unlawful
employment practice is established when the complaining party
demonstrates that race, color, religion, sex, or national origin
was a motivating factor for any employment practice, even though
other factors also motivated the practice." 42 U. S. C. §
2000e-2(m). The second provides that, with respect to "a claim in which an
individual proves a violation under section 2000e-2(m)," the
employer has a limited affirmative defense that does not absolve it
of liability, but restricts the remedies available to a plaintiff.
The available remedies include only declaratory relief, certain
types of injunctive relief, and attorney's fees and costs. §
2000e-5(g)(2)(B).2 In order to avail itself of

															1 This case does not require us to decide when, if ever, § 107
applies outside of the mixed-motive context.

															2 Title 42 U. S. C. § 2000e-5(g)(2)(B) provides in full:

															"On a claim in which an individual proves a violation under
section 2000e2(m) of this title and a respondent demonstrates that
the respondent would have taken the same action in the absence of
the impermissible motivating factor, the court-

															"(i) may grant declaratory relief, injunctive relief (except as
provided in clause (ii)), and attorney's fees and costs
demonstrated to be directly 95 the affirmative defense, the employer must "demonstrat[e] that
[it] would have taken the same action in the absence of the
impermissible motivating factor." Ibid. Since the passage of the 1991 Act, the Courts of Appeals have
divided over whether a plaintiff must prove by direct evidence that
an impermissible consideration was a "motivating factor" in an
adverse employment action. See 42 U. S. C. § 2000e-2(m). Relying
primarily on JUSTICE O'CONNOR'S concurrence in Price
Waterhouse, a number of courts have held that direct evidence
is required to establish liability under §2000e-2(m). See, e.
g., Mohr v. Dustrol, Inc., 306 F. 3d 636, 640-641 (CA8 2002); Fernandes v. Costa Bros. Masonry,
Inc., 199 F.3d
572 , 580 (CA1 1999); Trotter v. Board of
Trustees of Univ. of Ala., 91 F.3d
1449 , 1453-1454 (CAll 1996); Fuller v. Phipps, 67 F.3d
1137 , 1142 (CA4 1995). In the decision below, however,
the Ninth Circuit concluded otherwise. See infra, at
97-98.

															B

															Petitioner Desert Palace, Inc., dba Caesar's Palace Hotel &
Casino of Las Vegas, Nevada, employed respondent Catharina Costa as
a warehouse worker and heavy equipment operator. Respondent was the
only woman in this job and in her local Teamsters bargaining
unit.

															Respondent experienced a number of problems with management and
her co-workers that led to an escalating series of disciplinary
sanctions, including informal rebukes, a denial of privileges, and
suspension. Petitioner finally terminated respondent after she was
involved in a physical altercation in a warehouse elevator with
fellow Teamsters member Herbert Gerber. Petitioner disciplined both
employees because the facts surrounding the incident were in
dispute, but

															attributable only to the pursuit of a claim under section
2000e-2(m) of this title; and

															"(ii) shall not award damages or issue an order requiring any
admission, reinstatement, hiring, promotion, or payment, described
in subparagraph (A)." 96 Gerber, who had a clean disciplinary record, received only a
5-day suspension.

															Respondent subsequently filed this lawsuit against petitioner in
the United States District Court for the District of Nevada,
asserting claims of sex discrimination and sexual harassment under
Title VII. The District Court dismissed the sexual harassment
claim, but allowed the claim for sex discrimination to go to the
jury. At trial, respondent presented evidence that (1) she was
singled out for "intense 'stalking'" by one of her supervisors, (2)
she received harsher discipline than men for the same conduct, (3)
she was treated less favorably than men in the assignment of
overtime, and (4) supervisors repeatedly "stack[ed]" her
disciplinary record and "frequently used or tolerated" sex-based
slurs against her. 299 F.3d
838 , 845-846 (CA9 2002).

															Based on this evidence, the District Court denied petitioner's
motion for judgment as a matter of law, and submitted the case to
the jury with instructions, two of which are relevant here. First,
without objection from petitioner, the District Court instructed
the jury that" '[t]he plaintiff has the burden of proving ... by a
preponderance of the evidence'" that she "'suffered adverse work
conditions'" and that her sex "'was a motivating factor in any such
work conditions imposed upon her.'" Id., at 858.

															Second, the District Court gave the jury the following

															mixed-motive instruction: "'You have heard evidence that the defendant's treatment of the
plaintiff was motivated by the plaintiff's sex and also by other
lawful reasons. If you find that the plaintiff's sex was a
motivating factor in the defendant's treatment of the plaintiff,
the plaintiff is entitled to your verdict, even if you find that
the defendant's conduct was also motivated by a lawful reason. "'However, if you find that the defendant's treatment of the
plaintiff was motivated by both gender and lawful reasons, you must
decide whether the plaintiff is entitled 97 to damages. The plaintiff is entitled to damages unless the
defendant proves by a preponderance of the evidence that the
defendant would have treated plaintiff similarly even if the
plaintiff's gender had played no role in the employment decision.'" Ibid. Petitioner unsuccessfully objected to this instruction, claiming
that respondent had failed to adduce "direct evidence" that sex was
a motivating factor in her dismissal or in any of the other adverse
employment actions taken against her. The jury rendered a verdict
for respondent, awarding backpay, compensatory damages, and
punitive damages. The District Court denied petitioner's renewed
motion for judgment as a matter of law.

															The Court of Appeals initially vacated and remanded, holding
that the District Court had erred in giving the mixed-motive
instruction because respondent had failed to present "substantial
evidence of conduct or statements by the employer directly
reflecting discriminatory animus." 268 F.3d
882 , 884 (CA9 2001). In addition, the panel concluded that
petitioner was entitled to judgment as a matter of law on the
termination claim because the evidence was insufficient to prove
that respondent was "terminated because she was a woman." Id., at 890.

															The Court of Appeals reinstated the District Court's judgment
after rehearing the case en banco 299 F.3d
838 (CA9 2002). The en banc court saw no need to decide whether
JUSTICE O'CONNOR'S concurrence in Price Waterhouse controlled because it concluded that JUSTICE O'CONNOR'S references
to "direct evidence" had been "wholly abrogated" by the 1991 Act.
299 F. 3d, at 850. And, turning "to the language" of § 2000e-2(m),
the court observed that the statute "imposes no special
[evidentiary] requirement and does not reference 'direct
evidence.'" Id., at 853. Accordingly, the court concluded
that a "plaintiff ... may establish a violation through a
preponderance of evidence (whether direct or circumstantial) that a
protected characteristic played 'a moti- 98 vating factor.'" Id., at 853-854 (footnote omitted).
Based on that standard, the Court of Appeals held that respondent's
evidence was sufficient to warrant a mixed-motive instruction and
that a reasonable jury could have found that respondent's sex was a
"motivating factor in her treatment." Id., at 859. Four
judges of the en banc panel dissented, relying in large part on
"the reasoning of the prior opinion of the three-judge panel." Id., at 866.

															We granted certiorari. 537 U. S. 1099 (2003).

															II

															This case provides us with the first opportunity to consider the
effects of the 1991 Act on jury instructions in mixedmotive cases.
Specifically, we must decide whether a plaintiff must present
direct evidence of discrimination in order to obtain a mixed-motive
instruction under 42 U. S. C. § 2000e-2(m). Petitioner's argument
on this point proceeds in three steps: (1) JUSTICE O'CONNOR'S
opinion is the holding of Price Waterhouse; (2) JUSTICE
O'CONNOR'S Price Waterhouse opinion requires direct evidence
of discrimination before a mixed-motive instruction can be given;
and (3) the 1991 Act does nothing to abrogate that holding. Like
the Court of Appeals, we see no need to address which of the
opinions in Price Waterhouse is controlling: the third step
of petitioner's argument is flawed, primarily because it is
inconsistent with the text of § 2000e-2(m).

															Our precedents make clear that the starting point for our
analysis is the statutory text. See Connecticut Nat. Bank v. Germain, 503
U. S. 249 , 253-254 (1992). And where, as here, the words of the
statute are unambiguous, the "'judicial inquiry is complete.'" Id., at 254 (quoting Rubin v. United States, 449 U. S. 424 ,
430 (1981)). Section 2000e2(m) unambiguously states that a
plaintiff need only "demonstrat[e]" that an employer used a
forbidden consideration with respect to "any employment practice."
On its face, the statute does not mention, much less require, that
a plaintiff 99 make a heightened showing through direct evidence. Indeed,
petitioner concedes as much. Tr. of Oral Arg. 9.

															Moreover, Congress explicitly defined the term "demonstrates" in
the 1991 Act, leaving little doubt that no special evidentiary
showing is required. Title VII defines the term " 'demonstrates' "
as to "mee[t] the burdens of production and persuasion." §
2000e(m). If Congress intended the term " 'demonstrates' " to
require that the "burdens of production and persuasion" be met by
direct evidence or some other heightened showing, it could have
made that intent clear by including language to that effect in §
2000e(m). Its failure to do so is significant, for Congress has
been unequivocal when imposing heightened proof requirements in
other circumstances, including in other provisions of Title 42.
See, e. g., 8 U. S. C. § 1158(a)(2)(B) (stating that an
asylum application may not be filed unless an alien "demonstrates
by clear and convincing evidence" that the application was filed
within one year of the alien's arrival in the United States); 42 U.
S. C. § 5851(b)(3)(D) (providing that "[r]elief may not be ordered"
against an employer in retaliation cases involving whistle blowers
under the Atomic Energy Act where the employer is able to "demonstrat[e] by clear and convincing evidence that it
would have taken the same unfavorable personnel action in the
absence of such behavior" (emphasis added)); cf. Price
Waterhouse, 490 U. S., at 253 (plurality opinion) ("Only rarely
have we required clear and convincing proof where the action
defended against seeks only conventional relief").

															In addition, Title VII's silence with respect to the type of
evidence required in mixed-motive cases also suggests that we
should not depart from the "[c]onventional rul[e] of civil
litigation [that] generally appl[ies] in Title VII cases." Ibid. That rule requires a plaintiff to prove his case "by a
preponderance of the evidence," ibid., using "direct or
circumstantial evidence," Postal Service Bd. of Governors v. Aikens, 460 U.
S. 711 , 714, n. 3 (1983). We have often acknowledged 100 the utility of circumstantial evidence in discrimination cases.
For instance, in Reeves v. Sanderson Plumbing Products,
Inc., 530 U. S.
133 (2000), we recognized that evidence that a defendant's
explanation for an employment practice is "unworthy of credence" is
"one form of circumstantial evidence that is probative of
intentional discrimination." Id., at 147 (emphasis added).
The reason for treating circumstantial and direct evidence alike is
both clear and deep rooted: "Circumstantial evidence is not only
sufficient, but may also be more certain, satisfying and persuasive
than direct evidence." Rogers v. Missouri Pacific R.
Co., 352 U. S.
500 , 508, n. 17 (1957).

															The adequacy of circumstantial evidence also extends beyond
civil cases; we have never questioned the sufficiency of
circumstantial evidence in support of a criminal conviction, even
though proof beyond a reasonable doubt is required. See Holland v. United States, 348 U. S. 121 , 140 (1954)
(observing that, in criminal cases, circumstantial evidence is
"intrinsically no different from testimonial evidence"). And juries
are routinely instructed that "[t]he law makes no distinction
between the weight or value to be given to either direct or
circumstantial evidence." 1A K. O'Malley, J. Grenig, & W. Lee,
Federal Jury Practice and Instructions, Criminal § 12.04 (5th ed.
2000); see also 4 L. Sand, J. Siffert, W. Loughlin, S. Reiss, &
N. Batterman, Modern Federal Jury Instructions ~ 74.01 (2002)
(model instruction 74-2). It is not surprising, therefore, that
neither petitioner nor its amici curiae can point to any
other circumstance in which we have restricted a litigant to the
presentation of direct evidence absent some affirmative directive
in a statute. Tr. of Oral Arg. 13.

															Finally, the use of the term "demonstrates" in other provisions
of Title VII tends to show further that § 2000e-2(m) does not
incorporate a direct evidence requirement. See, e. g., 42 U.
S. C. §§ 2000e-2(k)(1)(A)(i), 2000e-5(g)(2)(B). For instance, §
2000e-5(g)(2)(B) requires an employer to "demon- 101 strat[e] that [it] would have taken the same action in the
absence of the impermissible motivating factor" in order to take
advantage of the partial affirmative defense. Due to the similarity
in structure between that provision and § 2000e-2(m), it would be
logical to assume that the term "demonstrates" would carry the same
meaning with respect to both provisions. But when pressed at oral
argument about whether direct evidence is required before the
partial affirmative defense can be invoked, petitioner did not
"agree that ... the defendant or the employer has any heightened
standard" to satisfy. Tr. of Oral Arg. 7. Absent some congressional
indication to the contrary, we decline to give the same term in the
same Act a different meaning depending on whether the rights of the
plaintiff or the defendant are at issue. See Commissioner v. Lundy, 516 U.
S. 235 , 250 (1996) ("The interrelationship and close proximity
of these provisions of the statute 'presents a classic case for
application of the "normal rule of statutory construction that
identical words used in different parts of the same act are
intended to have the same meaning"'" (quoting Sullivan v. Stroop, 496 U.
S. 478 , 484 (1990))).

															For the reasons stated above, we agree with the Court of Appeals
that no heightened showing is required under § 2000e-2(m).3

															***

															In order to obtain an instruction under § 2000e-2(m), a
plaintiff need only present sufficient evidence for a reasonable
jury to conclude, by a preponderance of the evidence, that "race,
color, religion, sex, or national origin was a motivating factor
for any employment practice." Because direct evidence of
discrimination is not required in mixed-motive

															3 Of course, in light of our conclusion that direct evidence is
not required under § 2000e-2(m), we need not address the second
question on which we granted certiorari: "What are the appropriate
standards for lower courts to follow in making a direct evidence
determination in 'mixed-motive' cases under Title VII?" Pet. for
Cert. i. 102 cases, the Court of Appeals correctly concluded that the
District Court did not abuse its discretion in giving a mixedmotive
instruction to the jury. Accordingly, the judgment of the Court of
Appeals is affirmed.

															It is so ordered.

															JUSTICE O'CONNOR, concurring.

															I join the Court's opinion. In my view, prior to the Civil
Rights Act of 1991, the evidentiary rule we developed to shift the
burden of persuasion in mixed-motive cases was appropriately
applied only where a disparate treatment plaintiff "demonstrated by
direct evidence that an illegitimate factor played a substantial
role" in an adverse employment decision. Price Waterhouse v. Hopkins, 490
U. S. 228 , 275 (1989) (O'CONNOR, J., concurring in judgment).
This showing triggered "the deterrent purpose of the statute" and
permitted a reasonable factfinder to conclude that "absent further
explanation, the employer's discriminatory motivation 'caused' the
employment decision." Id., at 265.

															As the Court's opinion explains, in the Civil Rights Act of
1991, Congress codified a new evidentiary rule for mixedmotive
cases arising under Title VII. Ante, at 98-10l. I therefore
agree with the Court that the District Court did not abuse its
discretion in giving a mixed-motive instruction to the jury.