metlife announces plan to pursue ... - cps insurance · metlife announces plan to pursue separation...
TRANSCRIPT
1095 Avenue of the Americas New York, NY 10036
1
Contacts: For Media: Randy Clerihue
(212) 578-5061
For Investors: Edward Spehar
(212) 578-7888
METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS
Decision Driven by Strategic Review and Regulatory Environment
Will Create More Competitive, Nimble U.S. Retail Franchise
MetLife Will Benefit from Reduced Capital Requirements and Sharper Focus
NEW YORK, January 12, 2016 – MetLife, Inc. (NYSE: MET) (“MetLife” or “the Company”)
today announced a plan to pursue the separation of a substantial portion of its U.S. Retail segment.
MetLife is currently evaluating structural alternatives for such a separation, including a public
offering of shares in an independent, publicly traded company, a spin-off, or a sale. The Company is
also undertaking preparations to complete the required financial statements and disclosures that
would be required for a public offering or spin-off. The completion of a transaction taking the U.S.
Retail segment public would depend on, among other things, the U.S. Securities and Exchange
Commission (SEC) filing and review process as well as market conditions.
All of the Company’s other reporting segments – Group, Voluntary and Worksite Benefits
(GVWB), Corporate Benefit Funding (CBF), Asia, Latin America, and Europe, the Middle East and
Africa (EMEA) – would remain part of MetLife. In the U.S. market, MetLife will remain the leader
in employee benefits through its GVWB business and a major provider of pension and retirement
products through its CBF business.
MetLife plans to include the following entities in the new company: MetLife Insurance Company
USA, General American Life Insurance Company, Metropolitan Tower Life Insurance Company
and several subsidiaries that have reinsured risks underwritten by MetLife Insurance Company
USA.
The new company would represent, as of September 30, 2015, approximately 20% of the operating
earnings of MetLife and 50% of the operating earnings of MetLife’s U.S. Retail segment. The new
company would have approximately $240 billion of total assets, including $45 billion currently
2
reported in the Corporate Benefit Funding and Corporate and Other segments. Approximately 60%
of current U.S. variable annuity account values, including 75% of variable annuities with living
benefit guarantees, are in entities that would be a part of the new company. The new company
would also contain approximately 85% of the U.S. universal life with secondary guarantee business.
The parts of the U.S. Retail segment that would stay with MetLife are: the life insurance closed
block, property-casualty, and the life and annuity business sold through Metropolitan Life Insurance
Company (MLIC). MLIC would no longer write new retail life and annuity business post-
separation.
The new business is to be led by MetLife Executive Vice President Eric Steigerwalt. The complete
management team of the new company, as well as its board of directors, is to be defined over time
as preparations for the transaction take shape.
Steven A. Kandarian, MetLife chairman, president and CEO, said, “At MetLife our goal is to create
long-term value for our shareholders and deliver exceptional customer experiences. As a result of
our Accelerating Value strategic initiative, MetLife has been evaluating opportunities to increase
sustainable cash generation and is directing capital to businesses where we can achieve a clear
competitive advantage and deliver a differentiated value proposition for customers. This analysis
considers the regulatory and economic environment in each market where we do business. We have
concluded that an independent new company would be able to compete more effectively and
generate stronger returns for shareholders. Currently, U.S. Retail is part of a Systemically Important
Financial Institution (SIFI) and risks higher capital requirements that could put it at a significant
competitive disadvantage. Even though we are appealing our SIFI designation in court and do not
believe any part of MetLife is systemic, this risk of increased capital requirements contributed to
our decision to pursue the separation of the business. An independent company would benefit from
greater focus, more flexibility in products and operations, and a reduced capital and compliance
burden.
“This separation would also bring significant benefits to MetLife as we continue to execute our
strategy to focus on businesses that have lower capital requirements and greater cash generation
potential. In the U.S., it would allow us to focus even more intently on our group business, where
we have long been the market leader. Globally, we will continue to do business in a mix of mature
and emerging markets to drive growth and generate attractive returns.”
Kandarian concluded, “It is important to note that this is just the first step in the process. We will
provide more information as the transaction unfolds, consistent with U.S. securities laws.”
Any separation transaction that might occur will be subject to the satisfaction of various conditions
and approvals, including approval of any transaction by the MetLife Board of Directors, satisfaction
of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals
and other anticipated conditions. No shareholder approval is expected to be necessary. Because the
form of a separation has not yet been set, the Company cannot currently provide a specific potential
completion date. If the separation takes the form of a public offering, the Company expects that it
would file a registration statement with the SEC in approximately six months. No assurance can be
given regarding the form that a separation transaction may take or the specific terms thereof, or that
a separation will in fact occur.
3
This news release is not an offer to sell, or a solicitation of an offer to buy, any securities.
About MetLife
MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the largest
life insurance companies in the world. Founded in 1868, MetLife is a global provider of life
insurance, annuities, employee benefits and asset management. Serving approximately 100 million
customers, MetLife has operations in nearly 50 countries and holds leading market positions in the
United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit
www.metlife.com.
# # #
Forward-Looking Statements
This news release may contain or incorporate by reference information that includes or is based
upon forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements give expectations or forecasts of future events. These
statements can be identified by the fact that they do not relate strictly to historical or current facts.
They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe”
and other words and terms of similar meaning, or are tied to future periods, in connection with a
discussion of future operating or financial performance. In particular, these include statements
relating to future actions, prospective services or products, future performance or results of current
and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as
legal proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate
assumptions or by known or unknown risks and uncertainties. Many such factors will be important
in determining the actual future results of MetLife, Inc., its subsidiaries and affiliates. These
statements are based on current expectations and the current economic environment. They involve a
number of risks and uncertainties that are difficult to predict. These statements are not guarantees of
future performance. Actual results could differ materially from those expressed or implied in the
forward-looking statements. Risks, uncertainties, and other factors that might cause such differences
include the risks, uncertainties and other factors identified herein (including that no assurance can
be given regarding the form that a separation transaction may take or the specific terms thereof or
that a separation will in fact occur) and in MetLife, Inc.'s most recent Annual Report on Form 10-K
(the "Annual Report") filed with the U.S. Securities and Exchange Commission (the "SEC"),
Quarterly Reports on Form 10-Q filed by MetLife, Inc. with the SEC after the date of the Annual
Report under the captions "Note Regarding Forward-Looking Statements" and "Risk Factors," and
other filings MetLife, Inc. makes with the SEC. MetLife, Inc. does not undertake any obligation to
publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that
such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc.
makes on related subjects in reports to the SEC.
U.S. Retail Separation Written Statement in Response to Customer Inquiries MetLife announced that it plans to separate a substantial portion of its U.S. Retail segment. The
company is currently evaluating structural alternatives for the separation, including a public offering of
shares in an independent, publicly traded company, a spin-off, or a sale.
At this time, this announcement has no impact on any current policyholder of MetLife. Importantly, MetLife has a nearly 150-year history of financial strength that will continue at both companies. Each will be closely regulated, well capitalized, and capable of meeting all policyholder obligations.
The company will continue to communicate with customers as this transaction unfolds. Please see the attached press release for additional information.
Frequently Asked Questions
What was the driver of the plan to pursue the separation of the U.S. Retail business?
As a result of our Accelerating Value initiative, we have been evaluating opportunities to increase
sustainable cash generation and direct capital to businesses where we can achieve a clear
competitive advantage and deliver a differentiated value proposition for customers. This analysis
considers the regulatory and economic environment in each market where we do business.
Currently, U.S. Retail is part of a Systemically Important Financial Institution and risks higher capital
requirements that could put it at a significant competitive disadvantage. Even though we are
appealing our SIFI designation in court and do not believe any part of MetLife is systemic, this risk of
increased capital requirements contributed to our decision to pursue the separation of the business.
An independent company would benefit from greater focus, more flexibility in products and
operations, and a reduced capital and compliance burden – in short, it would be better positioned to
deliver value for customers and shareholders.
Would the U.S. Retail business, on its own, be designated as a SIFI?
We do not believe that the U.S. Retail business – or any other part of MetLife – is a SIFI. On a stand-
alone basis, U.S. Retail would be smaller than a number of competitors that have not been
designated as systemically important. However, we cannot predict at this time what position FSOC
would take.
What are the steps going forward?
Any separation transaction that might occur will be subject to the satisfaction of various conditions
and approvals, including approval of any transaction by the MetLife Board of Directors, satisfaction
of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals
and other anticipated conditions. No shareholder approval is expected to be necessary. Because the
form of a separation has not yet been set, the Company cannot currently provide a specific potential
completion date. If the separation takes the form of a public offering, the Company expects that it
would file a registration statement with the SEC in approximately six months. No assurance can be
given regarding the form that a separation transaction may take or the specific terms thereof, or
that a separation will in fact occur.
How long would the process take?
We can’t provide a specific timetable at this point – it depends on the form a separation might take
as well as various third party approvals. If we pursue an initial public offering, we plan to file the
necessary documents with the SEC in approximately six months. We will provide more detail on the
expected timing as the process unfolds, consistent with U.S. securities laws.
Who would lead the new company?
The new business is to be led by MetLife Executive Vice President Eric Steigerwalt. The complete
management team of the new company, as well as its board of directors, is to be defined over time
as preparations for the transaction take shape.
Would the new company be headquartered in North Carolina?
Our intention would be to keep the headquarters for our U.S. Retail business in Charlotte, North
Carolina.
Would the U.S. Retail business continue to use the MetLife name and the Snoopy branding?
We are in the early stages of planning the execution of the announcement, and many questions
remain to be answered. We will answer questions and provide additional information over time.
Would this result in any layoffs?
Currently, there is no change to anyone’s position.
Are policies written by U.S. Retail still secure?
Yes. MetLife has a nearly 150-year history of financial strength that would continue at both
companies. Each would be closely regulated, well capitalized, and capable of meeting all
policyholder obligations.
What does this mean for Third Party partners?
MetLife will continue to provide our third party distribution partners with the innovative, high
quality products they have come to expect
At this time, this announcement does not impact MetLife’s relationships with its third party partners
In the future, third party partners can expect the new company to be best positioned as a nimble,
innovative provider of life and annuity products
How would this impact service contracts?
We would honor our contracts while working constructively with our business partners on new
arrangements going forward. Both MetLife and the new company would be large entities that
would continue to procure a significant amount of services.