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Page 1: METLIFE ANNOUNCES PLAN TO PURSUE ... - CPS Insurance · METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS ... MetLife Insurance Company USA, General American Life

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

Page 2: METLIFE ANNOUNCES PLAN TO PURSUE ... - CPS Insurance · METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS ... MetLife Insurance Company USA, General American Life

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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.

Page 3: METLIFE ANNOUNCES PLAN TO PURSUE ... - CPS Insurance · METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS ... MetLife Insurance Company USA, General American Life

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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.

Page 4: METLIFE ANNOUNCES PLAN TO PURSUE ... - CPS Insurance · METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS ... MetLife Insurance Company USA, General American Life

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.

Page 5: METLIFE ANNOUNCES PLAN TO PURSUE ... - CPS Insurance · METLIFE ANNOUNCES PLAN TO PURSUE SEPARATION OF U.S. RETAIL BUSINESS ... MetLife Insurance Company USA, General American Life

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.