MEMORANDUM **

Appellant Idelee Stockman-Okholm (“Stockman-Okholm”), appeals the district court’s judgment upholding the Plan Administrator’s decision to deny disability benefits to Stockman-Okholm. Stock-man-Okholm also appeals the district court’s dismissal of her state law bad faith *363claims, and the award of attorney fees to Appellee UNUM Life Insurance Company of America (“UNUM”).1

Stockman-Okholm raised the issue that UNUM operated under a conflict of interest for the first time in her reply brief. Accordingly, this issue is waived. Arpin v. Santa Clara Valley Tramp. Agc’y, 261 F.3d 912, 919 (9th Cir. 2001). On this record, we cannot say that UNUM’s decision was arbitrary or capricious. Stockman-Okholm’s bad faith claims are preempted by the Employee Retirement Security Income Act of 1974 (ERISA). Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 57, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987); Kanne v. Conn. Gen. Life Ins. Co., 867 F.2d 489, 493 (9th Cir. 1988) (as amended).

AFFIRMED.