Free Writing Prospectus
Filed pursuant to Rule 433(f)
Registration Statement No. 333-147180
Dated August 2, 2010
MetLife, Inc.
Free Writing Prospectus Published or Distributed by Media
On
July 31, 2010, The Wall Street Journal and online.wsj.com, an online publication, (collectively
“WSJ”) published an article concerning
C. Robert Henrikson,
Chairman of the Board, President and Chief Executive Officer of
MetLife, Inc. (“MetLife”), the full text of which is reproduced below. The article discusses,
among other things, Mr. Henrikson’s life and career, as well as his views on the pending MetLife
acquisition of American Life Insurance Company (“Alico”). The article quotes Mr. Henrikson on
these topics.
The article was not prepared (other than the quotes attributed to Mr. Henrikson) by or reviewed by
MetLife or any other offering participant prior to its publication. WSJ is not an affiliate of
MetLife and no payment was made or consideration given by or on behalf of MetLife or any other
offering participant for the article. You should consider statements in the article only after
carefully evaluating all of the information in the preliminary prospectus supplement filed by
MetLife with the Securities and Exchange Commission (“SEC”) on August 2, 2010 and in the
accompanying prospectus. In particular, you should carefully read the risk factors described in
the preliminary prospectus supplement and in the documents incorporated by reference in the
preliminary prospectus supplement, including those set forth under
the caption “Risk Factors” in MetLife’s
Quarterly Report on Form 10-Q for the six months ended June 30, 2010, filed with the SEC on August
2, 2010 (the “Second Quarter Form 10-Q”). Statements in the article that are not attributed
directly to Mr. Henrikson or based on, or derived from, MetLife’s public filings with the SEC,
represent the author’s or others’ opinions, and are not endorsed or adopted by MetLife.
Full Text of the WSJ article:
MetLife’s Singing CEO Seeks the Right Note
By LESLIE SCISM
NEW YORK—American International Group Inc. has stumbled trying to sell its biggest overseas
life-insurance unit. But the deal for its second-biggest unit remains on track—and the buyer,
MetLife Inc., has been singing its praises. Literally.
In a late-spring visit to Beijing to discuss the pending purchase with 350 MetLife employees in
Asia, Chief Executive C. Robert Henrikson ticked off a few reasons MetLife was in a good position
to buy American Life Insurance Co., or Alico—to the tune of the Broadway standard “My Favorite
Things.”
“Disciplined growth, margin improvement,” he sang in something of a contortion to match the melody.
First in English, then in Chinese.
Singing CEOs aren’t exactly common, and in an interview weeks later, Mr. Henrikson says there is
good reason for that. His goal was to relay that MetLife “is on extremely solid ground” as it makes
the $15.5 billion acquisition. He would deliver the message by song, he says, only if he was
confident about MetLife’s outlook.
“If it wasn’t based in fact and you did something like that, obviously you’d be considered a fool,”
says Mr. Henrikson, 63 years old. Years ago he was an officer of his high-school traveling glee
club in Birmingham, Ala., and also sang in a rock ‘n’ roll band.
Mr. Henrikson says he was prompted to come up with his version of “My Favorite Things” when
preparing for a presentation to analysts this past December held at the Hudson Theatre off Broadway
in New York. Colleagues urged him to go with a tune given the setting, he says, and he then took
the few lines on the road to China.
The acquisition of Alico, with operations in more than 50 countries world-wide, would be the
biggest ever for MetLife, already the largest U.S. insurer as measured by assets.
The deal is widely referred to as “transformational” for the company best known for its Snoopy
advertisements, in that it would vastly expand its overseas reach.
Today, MetLife gets 15% of its earnings internationally, with operations in 17 countries. After the
deal, 40% will come from abroad, providing what analysts expect to be a growth engine at a time
when growth is hard to come by for some business lines in the more-mature U.S. market.
Investors seemingly share Mr. Henrikson’s optimism. Friday, a flat day for the market, shares rose
$1.86 a share or 4.6% to $42.06 on strong second-quarter results. Shares are up 19% year-to-date,
outpacing many U.S. and foreign rivals.
MetLife for decades has been one of the top sellers of life insurance to individuals and employers
in the U.S. It was one of the 19 financial giants that the Federal Reserve ran through stress
testing during the global capital-markets meltdown. But it has trailed peers like Prudential
Financial Inc. in international expansion, which for years has been a presence in Japan.
Mr. Henrikson, who earned $9.7 million in 2009, sees a new kind of MetLife, one that is recognized
for its innovation as it sells disability insurance in Omaha and annuities in Tokyo, group-dental
plans in Atlanta and pension products in Warsaw. That diversity of products and locations should
allow the company to weather various economic conditions, he notes.
In some regards, Mr. Henrikson is an unlikely sort to change MetLife so drastically: He is a
MetLife lifer, working there since 1972.
Many people who spend a lifetime with a single employer would “have trouble seeing their companies
as anything but what they have known it,” says Larry Zimpleman, chief executive at Principal
Financial Group Inc. and a longtime friend.
Mr. Henrikson’s father was an engineer who moved the family to Alabama from Philadelphia for a job
in a foundry. After high school, Mr. Henrikson considered studying animal husbandry but majored in
English literature.
To pay his tuition at the University of Pennsylvania, he worked summers as a night-shift machinist
in a steel mill. He proceeded to Emory University’s law school, working summers in a steel-pipe
fabrication shop.
He started a MetLife management-trainee job in Decatur, Ga., pitching strangers via “cold calls”
about MetLife services. Overcoming moments of doubt, he soon found the job exhilarating.
His next assignment was in a unit that sells pension-plan services to employers. He called on small
and large companies around Atlanta, and soon earned a promotion to Chicago, where he was
responsible for pension sales in several states.
His success serving sophisticated and demanding corporate clients helped fuel a series of
promotions. He became president and chief operating officer in 2004, and CEO in 2006.
Mr. Henrikson says he likes to get the most-knowledgeable people at the table and encourage them to
speak frankly, then make an informed decision. He says he used this approach in decisions including
the $5.4 billion sale of New York’s Peter Cooper Village-Stuyvesant Town complex in 2006, a move
that turned out to be at the near-peak of the real-estate market.
Harry Kamen, a past MetLife CEO, describes Mr. Henrikson as “modest and unassuming.” He says he
considered Mr. Henrikson to succeed him, near a time when the company was going public. But there
was also another candidate, Robert Benmosche, whose swagger contrasted with Mr. Henrikson’s courtly
style. Mr. Benmosche, who had Wall Street experience, got the job.
Mr. Henrikson’s turn came next, when Mr. Benmosche retired in 2006. Mr. Henrikson still had a low
profile—some directors didn’t know him well, recalls Mr. Kamen. Now Mr. Benmosche leads AIG.
MetLife had its eye on Alico from almost the moment that the once-formidable AIG sought a
government bailout in the financial crisis, Mr. Henrikson says. In one swoop MetLife would earn a
spot on the world stage, rather than having to cobble the pieces together.
Among its appeals, Alico is a leader in direct marketing, and MetLife hopes to use that expertise
in additional Asian countries, analysts say. The deal also broadens the product portfolio that
MetLife can offer employers with international operations.
At the December presentation, when the Alico deal was rumored but not confirmed, he told analysts
he would “guarantee you one thing,” that his team would fully vet anything it acquired. While he
was opportunistic, he said, he also didn’t want to be remembered as “that Henrikson guy, he’s the
one that did this and MetLife was fine until then.” The deal is expected to close by the end of the
year.
—Dinny McMahon
contributed to this article.Printed in The Wall Street Journal, page B1
Copyright 2009 Dow Jones & Company, Inc. All Rights Reserved
This free writing prospectus 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.
You can identify these statements 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 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 MetLife’s actual future results. 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 in MetLife, Inc.’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). These factors include: (1) any delay or failure to complete the acquisition
of Alico, a subsidiary of ALICO Holdings LLC (“ALICO Holdings”), and Delaware American Life
Insurance Company (“DelAm”) (collectively, the “Acquisition”); (2) uncertainty surrounding the
consummation of the contemplated common stock offering or the anticipated debt offering(s) in the
absence of the completion of the Acquisition; (3) the imposition of onerous conditions following
the Acquisition; (4) difficulties in integrating the business acquired in the Acquisition (the
“Alico Business”); (5) uncertainty with respect to the outcome of the closing agreement entered
into between Alico and the United States Internal Revenue Service in connection with the
Acquisition; (6) uncertainty with respect to the making of elections under Section 338 of the U.S.
Internal Revenue Code of 1986, as amended, and any benefits therefrom; (7) an inability to manage
the growth of the Alico Business; (8) a write down of the goodwill established in connection with
the Acquisition; (9) exchange rate fluctuations; (10) an inability to predict the financial impact
of the Acquisition on MetLife’s business and financial results; (11) events relating to American
International Group, Inc. that could adversely affect the Alico Business or MetLife; (12) the
dilutive impact on MetLife, Inc.’s stockholders resulting from the issuance of equity securities to
ALICO Holdings in connection with the Acquisition; (13) a decrease in MetLife, Inc.’s stock price
as a result of ALICO Holdings’ ability to sell its equity securities; (14) the conditional payment
obligation of approximately $300 million to ALICO Holdings if the conversion of the Series B
Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock issued to
ALICO Holdings in connection with the Acquisition into MetLife, Inc.’s common stock is not
approved; (15) change of control provisions in the Alico Business’ agreements; (16) effects of
guarantees within certain of Alico’s variable life and annuity products; (17) regulatory action in
the financial services industry affecting the combined business; (18) financial instability in
Europe and possible write downs of sovereign debt of European nations; (19) difficult conditions in
the global capital markets; (20) increased volatility and disruption of the capital and credit
markets, which may affect MetLife’s ability to seek financing or access its credit facilities; (21)
uncertainty about the effectiveness of the U.S. government’s programs to stabilize the financial
system, the imposition of fees relating thereto, or the promulgation of additional regulations;
(22) impact of comprehensive financial services regulation reform on MetLife; (23) exposure to
financial and capital market risk; (24) changes in general economic conditions, including the
performance of financial markets and interest rates, which may affect MetLife’s ability to raise
capital, generate fee income and market-related revenue and finance statutory reserve requirements
and may require MetLife to pledge collateral or make payments related to declines in value of
specified assets; (25) potential liquidity and other risks resulting from MetLife’s participation
in a securities lending program and other transactions; (26) investment losses and defaults, and
changes to investment valuations; (27) impairments of goodwill and realized losses or market value
impairments to illiquid assets; (28) defaults on MetLife’s mortgage loans; (29) the impairment of
other financial institutions; (30) MetLife’s ability to address unforeseen liabilities, asset
impairments or rating actions arising from any future acquisitions, including the Acquisition, and
to successfully integrate acquired businesses with minimal disruption; (31) economic, political,
currency and other risks relating to MetLife’s international operations; (32) MetLife, Inc.’s
primary reliance, as a holding company, on dividends from its
subsidiaries to meet debt payment
obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay
such dividends; (33) downgrades in MetLife, Inc.’s and its affiliates’ claims paying ability,
financial
strength or credit ratings; (34) ineffectiveness of risk management policies and procedures; (35)
availability and effectiveness of reinsurance or indemnification arrangements, as well as default
or failure of counterparties to perform; (36) discrepancies between actual claims experience and
assumptions used in setting prices for MetLife’s products and establishing the liabilities for
MetLife’s obligations for future policy benefits and claims; (37) catastrophe losses; (38)
heightened competition, including with respect to pricing, entry of new competitors, consolidation
of distributors, the development of new products by new and existing competitors, distribution of
amounts available under U.S. government programs, and for personnel; (39) unanticipated changes in
industry trends; (40) changes in accounting standards, practices and/or policies; (41) changes in
assumptions related to deferred policy acquisition costs (“DAC”), deferred sales inducements
(“DSI”), value of business acquired (“VOBA”) or goodwill; (42) increased expenses relating to
pension and postretirement benefit plans, as well as health care and other employee benefits; (43)
exposure to losses related to variable annuity guarantee benefits, including from significant and
sustained downturns or extreme volatility in equity markets, reduced interest rates, unanticipated
policyholder behavior, mortality or longevity, and the adjustment for nonperformance risk; (44)
deterioration in the experience of the “closed block” established in connection with the
reorganization of Metropolitan Life Insurance Company; (45) adverse results or other consequences
from litigation, arbitration or regulatory investigations; (46) discrepancies between actual
experience and assumptions used in establishing liabilities related to other contingencies or
obligations; (47) regulatory, legislative or tax changes relating to MetLife’s insurance, banking,
international, or other operations that may affect the cost of, or demand for, MetLife’s products
or services, impair its ability to attract and retain talented and experienced management and other
employees, or increase the cost or administrative burdens of providing benefits to employees; (48)
the effects of business disruption or economic contraction due to terrorism, other hostilities, or
natural catastrophes; (49) the effectiveness of MetLife’s programs and practices in avoiding giving
its associates incentives to take excessive risks; (50) other risks and uncertainties described
from time to time in MetLife, Inc.’s filings with the SEC; and (51) any of the foregoing factors as
they relate to the Alico Business and its operations.
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.
MetLife has filed a registration statement (including a preliminary prospectus supplement and
prospectus) with the SEC for the offering to which this communication relates. Before you invest,
you should read the preliminary prospectus supplement and the prospectus in that registration
statement and other documents MetLife has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC
Web site at www.sec.gov. Alternatively, MetLife, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it by calling toll-free Merrill
Lynch, Pierce, Fenner and Smith Incorporated at (866) 500-5408 and
Deutsche Bank Securities Inc. at (800) 503-4611.
See also “Where You Can Find More Information” in the prospectus supplement for information
about how to obtain a copy of the documents incorporated by reference into the preliminary
prospectus supplement and the prospectus.
For a more detailed list of such risks, please refer to the risk factors section of the preliminary
prospectus supplement, MetLife’s Second Quarter Form 10-Q and MetLife’s other filings with the SEC.