Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 18, 2014

 

 

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-15787   13-4075851

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Park Avenue, New York, New York   10166-0188
(Address of Principal Executive Offices)   (Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Item 7.01. Regulation FD Disclosure

   3

Item 8.01. Other Events

   3

Item 9.01. Financial Statements and Exhibits

   3

SIGNATURES

   4

EXHIBIT INDEX

   5

EX - 99.1

  


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Item 7.01 Regulation FD Disclosure.

On December 18, 2014, MetLife, Inc. (the “Company”) issued a news release that included its statement after the Financial Stability Oversight Council (“FSOC”) notified the Company that it has been designated a non-bank Systemically Important Financial Institution (“SIFI”). The news release is furnished and not filed pursuant to Instruction B.2 of Form 8-K.

 

Item 8.01. Other Events.

On December 18, 2014, the Company received notice that the FSOC has made a final determination that the Company is to be supervised by the Board of Governors of the Federal Reserve System as a non-bank SIFI and subject to stricter prudential regulatory standards pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Under the Dodd-Frank Act, within 30 days following receipt of the notice, the Company is entitled to bring an action in U.S. federal court for an order requiring that the final determination be rescinded.

As a non-bank SIFI, the Company will be subject to enhanced prudential standards under the Dodd-Frank Act, which may include requirements regarding risk-based capital and leverage, liquidity, stress-testing, overall risk management, resolution plans and early remediation, and may also include additional standards regarding capital, public disclosure, short-term debt limits, and other related subjects as appropriate. For more information regarding the potential impact of the Dodd-Frank Act on the Company, including as a result of these stricter prudential standards, see “Business—U.S. Regulation— Potential Regulation as a Non-Bank SIFI” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Annual Report”), as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends — Regulatory Developments — U.S. Regulatory Developments — Potential Regulation as a Non-Bank SIFI” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. See also “Risk Factors” included in the 2013 Annual Report, as modified by “Risk Factors” included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014.

 

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

 

99.1   News release of MetLife, Inc., dated December 18, 2014, including the Company’s statement after the FSOC notified the Company that it has been designated a non-bank SIFI.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

METLIFE, INC.
By:  

/s/ Timothy J. Ring

  Name: Timothy J. Ring
  Title: Senior Vice President and Secretary

Date: December 18, 2014

 

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EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

EXHIBIT

99.1   News release of MetLife, Inc., dated December 18, 2014, including the Company’s statement after the FSOC notified the Company that it has been designated a non-bank SIFI.

 

5



Exhibit 99.1

 

LOGO

 

Contacts:        For Media:    Randolph Clerihue | 212-578-5061
   For Investors:        Edward Spehar | 212-578-7888

 

METLIFE STATEMENT ON FINAL SIFI DESIGNATION

NEW YORK, Dec. 18, 2014 – MetLife, Inc. (NYSE: MET) issued the following statement today after the company was notified by the Financial Stability Oversight Council (FSOC) that it has been designated a non-bank systemically important financial institution (SIFI):

“We are disappointed in the FSOC decision. We continue to believe that MetLife is not systemically important under the Dodd-Frank Act’s criteria, and the company has presented substantial and compelling evidence to FSOC to support this conclusion.

“As we have said many times, singling out two large life insurance companies for SIFI designation will harm competition, lead to higher prices and less choice for consumers, and ultimately could result in less financial protection for middle-class families – who need it the most.

“FSOC has a superior regulatory tool at its disposal if necessary – an approach based on identifying and regulating activities that pose systemic risk irrespective of the size or type of entity that engages in them. FSOC has already embraced this activities-based approach for the asset management industry but has rejected it for the life insurance industry.

“Under the Dodd-Frank Act, MetLife now has 30 days to seek judicial review of FSOC’s decision. The company will carefully review the designation rationale as it considers its next steps.”

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.

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 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 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.

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