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Dispositions - Dispositions
12 Months Ended
Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Acquisitions and Dispositions
3. Dispositions
Pending Disposition of MetLife Limited and Metropolitan Life Insurance Company of Hong Kong Limited
In June 2019, the Company entered into a definitive agreement to sell its two wholly-owned subsidiaries, MetLife Limited and Metropolitan Life Insurance Company of Hong Kong Limited (collectively, “MetLife Hong Kong”). As a result of the agreement, a loss of $140 million, net of income tax, was recorded for the year ended December 31, 2019. This loss is comprised of an expected $100 million pre-tax loss, which is reflected in net investment gains (losses) and includes allocated goodwill of $71 million. Additionally, the $140 million loss includes a $40 million net tax charge, which was recorded in the provision for income tax expense (benefit) and includes previously deferred tax items and losses which are not recognized for tax purposes. At December 31, 2019, MetLife Hong Kong reported $2.9 billion of total assets in the Asia segment. MetLife Hong Kong’s results of operations are included in continuing operations. MetLife Hong Kong’s results of operations were reported in the Asia segment adjusted earnings through June 30, 2019. See Note 2 for information on divested businesses. The transaction is expected to close in 2020 and is subject to regulatory approvals and satisfaction of other closing conditions.
Disposition of MetLife Afore, S.A. de C.V.
In October 2017, the Company entered into a definitive agreement to sell MetLife Afore, S.A. de C.V. (“MetLife Afore”), its pension fund management business in Mexico. As a result of the agreement, a loss of $98 million ($73 million, net of income tax), which includes a reduction to goodwill of $16 million, was recorded for the year ended December 31, 2017 and is reflected within net investment gains (losses). MetLife Afore’s results of operations are included in continuing operations and are reported in the Latin America segment. The transaction closed on February 20, 2018.
Separation of Brighthouse
2018 Sale of FVO Brighthouse Common Stock
In June 2018, the Company sold Brighthouse Financial, Inc. common stock (“FVO Brighthouse Common Stock”) in exchange for $944 million aggregate principal amount of MetLife, Inc. senior notes, which MetLife, Inc. canceled. The Company recorded $327 million of mark-to-market and disposition losses on the FVO Brighthouse Common Stock to net investment gains (losses) for the year ended December 31, 2018. At December 31, 2018, the Company no longer held any shares of Brighthouse Financial, Inc. for its own account; however, certain insurance company separate accounts managed by the Company held shares of Brighthouse Financial, Inc. See Note 13 for further information on this transaction.
2017 Separation of Brighthouse
In January 2016, MetLife, Inc. announced its plan to separate a substantial portion of its former Retail segment, as well as certain portions of its former Corporate Benefit Funding segment and Corporate & Other. MetLife, Inc. subsequently re-segmented the business to be separated and rebranded it as “Brighthouse Financial.” On July 6, 2017, MetLife, Inc. announced that the U.S. Securities and Exchange Commission (“SEC”) declared Brighthouse Financial, Inc.’s registration statement on Form 10 effective.
On August 4, 2017, MetLife, Inc. completed the Separation. MetLife, Inc. common shareholders received a distribution of one share of Brighthouse Financial, Inc. common stock for every 11 shares of MetLife, Inc. common stock they owned. MetLife, Inc. distributed 96,776,670 of the 119,773,106 shares of Brighthouse Financial, Inc. common stock outstanding, representing approximately 80.8% of those shares. MetLife, Inc. retained the remaining outstanding shares of Brighthouse Financial, Inc. common stock and recognized its investment in Brighthouse Financial, Inc. common stock based on the NASDAQ reported market price. The Company elected to record the investment under the FVO as an observable measure of estimated fair value and subsequent changes in estimated fair value of the investment were recorded to net investment gains (losses). The Company recorded a $1,016 million mark-to-market loss on its retained investment in Brighthouse Financial, Inc. to net investment gains (losses) at the Separation date and an additional $95 million loss to net investment gains (losses) for the change in Brighthouse Financial, Inc.’s common stock share price from the Separation date to December 31, 2017.
The loss recognized in 2017 in connection with the Separation was $1,302 million, net of income tax, which included: (i) a $1,016 million loss on MetLife’s retained investment in Brighthouse Financial, Inc., (ii) a $42 million net tax charge and (iii) a $306 million charge, net of income tax, for transaction costs, partially offset by a $61 million gain, net of income tax, for previously deferred intercompany gains realized upon Separation. The $42 million net tax charge is comprised of a $1,093 million tax separation agreement charge offset by $1,051 million of Separation tax benefits. Of the $1,302 million total loss, net of income tax, a $131 million loss, net of income tax, was reported within continuing operations as (i) a $693 million net investment loss, (ii) a $147 million charge within policyholder benefits and claims, (iii) a $218 million charge within other expenses, and (iv) a $927 million income tax benefit. The remaining $1,171 million loss was reported within discontinued operations, which primarily includes a tax-related charge.
The Company incurred pre-tax Separation-related transaction costs of $470 million for the year ended December 31, 2017, primarily related to fees for the terminations of financing arrangements and professional services. For the year ended December 31, 2017, the Company reported $333 million within discontinued operations for fees for the terminations of financing arrangements and costs required to complete the Separation. All other Separation-related transaction costs are recorded in other expenses and reported within continuing operations.
In connection with the Separation, MetLife, Inc. terminated various support agreements with Brighthouse.
Agreements
In connection with the Separation, MetLife and Brighthouse entered into various agreements. The significant agreements were as follows:
Master Separation Agreement
MetLife entered into a master separation agreement with Brighthouse prior to the completion of the distribution. The master separation agreement sets forth agreements with Brighthouse relating to the ownership of certain assets and the allocation of certain liabilities in connection with the Separation. It also sets forth other agreements governing the relationship with Brighthouse after the distribution, including certain payment obligations between the parties.
Tax Agreements
Immediately prior to the Separation, MetLife entered into a tax separation agreement with Brighthouse. Among other things, the tax separation agreement governs the allocation between MetLife and Brighthouse of the responsibility for the taxes of the MetLife group. The tax separation agreement also allocates rights, obligations and responsibilities in connection with certain administrative matters relating to the preparation of tax returns and control of tax audits and other proceedings relating to taxes. For the taxable periods prior to Separation, MetLife and Brighthouse have joint and several liability for the MetLife consolidated U.S. federal income tax returns’ current taxes (and the benefits of tax attributes such as losses) allocated to Brighthouse. The tax separation agreement provides that the Brighthouse allocation of taxes could vary depending upon the outcome of Internal Revenue Service (“IRS”) examinations. At December 31, 2019, the Company reported a receivable from Brighthouse of $115 million in other assets, offset by a tax payable of $115 million, of which $70 million was reported in current income tax payable and $45 million was reported in other liabilities. At December 31, 2018, the Company reported a receivable from Brighthouse of $111 million in other assets, offset by a tax payable of $111 million, of which $68 million was reported in current income tax payable and $43 million was reported in other liabilities. These amounts represent Brighthouse uncertain tax items and audit adjustments while it was a member of the Company’s U.S. consolidated tax return.
As part of the tax separation agreement, MetLife, Inc. is liable for the U.S. federal income tax cost of a discrete Separation‑related tax charge incurred by Brighthouse. The income tax charge arises from the recapture of certain tax benefits incurred prior to Separation, and is caused by the deconsolidation of Brighthouse from the MetLife tax group at Separation. As a result, MetLife, Inc. recorded a decrease to current income tax recoverable and a charge to provision for income tax expense (benefit) of $1,093 million for the year ended December 31, 2017, which was reported in discontinued operations for the Company.
Additionally, MetLife, Inc. has the right to receive future payments from Brighthouse for a tax asset that Brighthouse received as a result of restructuring prior to the Separation. Included in other assets is a receivable from Brighthouse of $330 million at both December 31, 2019 and 2018, related to these future payments.
Ongoing Transactions with Brighthouse
The Company considered all of its continuing involvement with Brighthouse in determining whether to deconsolidate and present Brighthouse results as discontinued operations, including the agreements described above and the ongoing transactions described below.
The Company entered into reinsurance, committed facility, structured settlement, and contract administrative services transactions with Brighthouse in the normal course of business and such transactions will continue based upon business needs. In addition, prior to and in connection with the Separation, the Company entered into various other agreements, including investment management, transition services and employee matters agreements, with Brighthouse for services necessary for both the Company and Brighthouse to conduct their activities. Intercompany transactions prior to the Separation between the Company and Brighthouse are eliminated and excluded from the consolidated statements of operations and consolidated balance sheets. Transactions between the Company and Brighthouse that continue after the Separation are included on the Company’s consolidated statements of operations and consolidated balance sheets.
In June 2018, the Company sold FVO Brighthouse Common Stock and as a result the Company no longer considers Brighthouse to be a related party. The Company considers the reinsurance transactions and the transition service agreement discussed below to have a significant continuing impact on its consolidated statements of operations and has updated these disclosures through December 31, 2019.
Reinsurance
The Company entered into reinsurance transactions with Brighthouse in the normal course of business and such transactions will continue based upon business needs. Information regarding the significant effects of reinsurance transactions with Brighthouse was as follows:
 
 
Included on Consolidated
Statements of Operations
 
Excluded from Consolidated Statements of Operations
 
 
Years
Ended
December 31,
 
Years
Ended
December 31,
 
 
2019
 
2018
 
2017 (1)
 
2017 (2)
 
 
(In millions)
Premiums
 
 
 
 
 
 
 
 
Reinsurance assumed
 
$
387

 
$
401

 
$
183

 
$
248

Reinsurance ceded
 
(8
)
 
(13
)
 
(4
)
 
(7
)
Net premiums
 
$
379

 
$
388

 
$
179

 
$
241

Universal life and investment-type product policy fees
 
 
 
 
 
 
 
 
Reinsurance assumed
 
$
(16
)
 
$
7

 
$
(4
)
 
$
(6
)
Reinsurance ceded
 
(52
)
 
(96
)
 
(44
)
 
(55
)
Net universal life and investment-type product policy fees
 
$
(68
)
 
$
(89
)
 
$
(48
)
 
$
(61
)
Policyholder benefits and claims
 
 
 
 
 
 
 
 
Reinsurance assumed
 
$
323

 
$
328

 
$
150

 
$
196

Reinsurance ceded
 
(46
)
 
(36
)
 
(22
)
 
(16
)
Net policyholder benefits and claims
 
$
277

 
$
292

 
$
128

 
$
180

Interest credited to policyholder account balances
 
 
 
 
 
 
 
 
Reinsurance assumed
 
$
13

 
$
14

 
$
6

 
$
10

Reinsurance ceded
 
(75
)
 
(71
)
 
(30
)
 
(42
)
Net interest credited to policyholder account balances
 
$
(62
)
 
$
(57
)
 
$
(24
)
 
$
(32
)
Other expenses
 
 
 
 
 
 
 
 
Reinsurance assumed
 
$
96

 
$
105

 
$
39

 
$
10

Reinsurance ceded
 
(17
)
 
(29
)
 
7

 
(28
)
Net other expenses
 
$
79

 
$
76

 
$
46

 
$
(18
)
__________________
(1)
Includes transactions after the Separation.
(2)
Includes transactions prior to the Separation.
Transition Services
In connection with the Separation, the Company entered into a transition services agreement with Brighthouse for services necessary for Brighthouse to conduct its activities. The services are expected to continue up to 36 months after the date of Separation, with certain services potentially to be made available for several years thereafter. For the years ended December 31, 2019 and 2018, the Company recognized $246 million and $305 million in other revenues for services provided under such transition services agreement. After the Separation, for the year ended December 31, 2017, the Company recognized $140 million as a reduction to other expenses for transitional services provided under the agreement. Prior to the Separation, for the year ended December 31, 2017, the Company charged Brighthouse $191 million for services provided under the agreement, which were intercompany transactions and eliminated and excluded from the consolidated statements of operations.
Discontinued Operations
The following table presents the amounts related to the operations and loss on disposal of Brighthouse that have been reflected in discontinued operations:
 
 
For the Year Ended
 December 31,
 
 
2017
 
 
(In millions)
Revenues
 
 
Premiums
 
$
820

Universal life and investment-type product policy fees
 
2,201

Net investment income
 
1,783

Other revenues
 
150

Total net investment gains (losses)
 
(48
)
Net derivative gains (losses)
 
(1,061
)
Total revenues
 
3,845

Expenses
 
 
Policyholder benefits and claims
 
2,217

Interest credited to policyholder account balances
 
620

Policyholder dividends
 
16

Other expenses
 
853

Total expenses
 
3,706

Income (loss) from discontinued operations before provision for income tax and loss on disposal of discontinued operations
 
139

Provision for income tax expense (benefit)
 
(46
)
Income (loss) from discontinued operations before loss on disposal of discontinued operations, net of income tax
 
185

Transaction costs associated with the Separation, net of income tax
 
(216
)
Tax charges associated with the Separation
 
(955
)
Income (loss) on disposal of discontinued operations, net of income tax
 
(1,171
)
Income (loss) from discontinued operations, net of income tax
 
$
(986
)

In the consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The following table presents selected financial information regarding cash flows of the discontinued operations.
 
For the Year Ended December 31,
 
2017
 
(In millions)
Net cash provided by (used in):
 
Operating activities
$
1,329

Investing activities
$
(2,732
)
Financing activities
$
(367
)