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Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Equity 10. Equity
Preferred Stock
Preferred stock authorized, issued and outstanding was as follows:
 
 
March 31, 2020
 
December 31, 2019
Series
 
Shares
Authorized
 
Shares
Issued
 
Shares
Outstanding
 
Shares
Authorized
 
Shares
Issued
 
Shares
Outstanding
Floating Rate Non-Cumulative Preferred Stock, Series A
 
27,600,000

 
24,000,000

 
24,000,000

 
27,600,000

 
24,000,000

 
24,000,000

5.25% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C
 
1,500,000

 
1,500,000

 
1,500,000

 
1,500,000

 
1,500,000

 
1,500,000

5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D
 
500,000

 
500,000

 
500,000

 
500,000

 
500,000

 
500,000

5.625% Non-Cumulative Preferred Stock, Series E
 
32,200

 
32,200

 
32,200

 
32,200

 
32,200

 
32,200

4.75% Non-Cumulative Preferred Stock, Series F
 
40,000

 
40,000

 
40,000

 

 

 

Series A Junior Participating Preferred Stock
 
10,000,000

 

 

 
10,000,000

 

 

Not designated
 
160,327,800

 

 

 
160,367,800

 

 

Total
 
200,000,000

 
26,072,200

 
26,072,200

 
200,000,000

 
26,032,200

 
26,032,200


On January 15, 2020, MetLife, Inc. issued 40,000 shares of 4.75% Non-Cumulative Preferred Stock, Series F (the “Series F preferred stock”) with a $0.01 par value per share and a liquidation preference of $25,000 per share, for aggregate net proceeds of $972 million. MetLife, Inc. deposited the Series F preferred stock under a deposit agreement with a depositary, which issued interests in fractional shares of the Series F preferred stock in the form of depositary shares (“Series F Depositary Shares”) evidenced by depositary receipts; each Series F Depositary Share representing 1/1,000th interest in a share of the Series F preferred stock. In connection with the offering of the Series F Depositary Shares, MetLife, Inc. incurred approximately $28 million of issuance costs which have been recorded as a reduction of additional paid-in capital.
MetLife, Inc. will pay dividends on the Series F preferred stock only when, as and if declared by MetLife, Inc.’s Board of Directors (or a duly authorized committee thereof), out of funds legally available for the payment of dividends. Any such dividends will be payable on a non-cumulative basis from the date of original issue, quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on June 15, 2020.
MetLife, Inc. may, at its option, redeem the Series F preferred stock, (i) in whole but not in part at any time prior to March 15, 2025, within 90 days after the occurrence of a “rating agency event,” at a redemption price equal to $25,500 per share of Series F preferred stock (equivalent to $25.50 per Series F Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but have not been declared and paid for the then-current dividend period to, but excluding, the redemption date, (ii) in whole but not in part, at any time prior to March 15, 2025, within 90 days after the occurrence of a “regulatory capital event,” and (iii) in whole or in part, at any time or from time to time, on or after March 15, 2025, in the case of (ii) or (iii), at a redemption price equal to $25,000 per share of Series F preferred stock (equivalent to $25 per Series F Depositary Share), plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. A “rating agency event” means that any nationally recognized statistical rating organization that then publishes a rating for MetLife, Inc. amends, clarifies or changes the criteria used to assign equity credit to securities like the Series F preferred stock, which results in the lowering of the equity credit assigned to the Series F preferred stock or shortens the length of time that the Series F preferred stock is assigned a particular level of equity credit. A “regulatory capital event” could occur as a result of a change or proposed change in capital adequacy rules (or the interpretation or application thereof) of any capital regulator, including but not limited to the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), the Federal Insurance Office, the National Association of Insurance Commissioners or any state insurance regulator as may then have group-wide oversight of MetLife, Inc.’s regulatory capital, from rules (or the interpretation or application thereof) in effect as of January 15, 2020, that would create a more than insubstantial risk, as determined by MetLife, Inc., that the Series F preferred stock would not be treated as “Tier 1 capital” or as capital with attributes similar to those of Tier 1 capital, except that a “regulatory capital event” will not include a change or proposed change (or the interpretation or application thereof) that would result in the adoption of any criteria substantially the same as the criteria in the capital adequacy rules of the Federal Reserve Board applicable to bank holding companies as of January 15, 2020.
The declaration, record and payment dates, as well as per share and aggregate dividend amounts, for MetLife, Inc.’s preferred stock were as follows for the three months ended March 31, 2020 and 2019:
Declaration Date
 
Record Date
 
Payment Date
 
Preferred Stock Dividend
Series A
 
Series C
 
Series D
 
Series E
 
Series F
Per 
Share
 
Aggregate
 
Per
Share
 
Aggregate
 
Per
Share
 
Aggregate
 
Per
Share
 
Aggregate
 
Per
Share
 
Aggregate
 
 
 
 
 
 
(In millions, except per share data)
 
 
 
 
March 5, 2020
 
March 1, 2020
 
March 16, 2020
 
$
0.253

 
$
6

 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

February 18, 2020
 
February 29, 2020
 
March 16, 2020
 

 

 

 

 
29.375

 
15

 
351.563

 
11

 

 

Total
 
 
 
 
 
$
0.253

 
$
6


$

 
$

 
$
29.375

 
$
15

 
$
351.563

 
$
11

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 5, 2019
 
February 28, 2019
 
March 15, 2019
 
$
0.250

 
$
6

 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

February 15, 2019
 
February 28, 2019
 
March 15, 2019
 

 

 

 

 
29.375

 
15

 
351.563

 
11

 

 

Total
 
 
 
 
 
$
0.250

 
$
6

 
$

 
$

 
$
29.375

 
$
15

 
$
351.563

 
$
11

 
$

 
$


Common Stock
For the three months ended March 31, 2020 and 2019, MetLife, Inc. repurchased 10,664,608 shares and 11,198,634 shares of its common stock, respectively, through open market purchases for $500 million in each of the periods.
MetLife, Inc. announced that its Board of Directors authorized common stock repurchases as follows:
 
 
 
 
Authorization Remaining at
Announcement Date
 
Authorization Amount
 
March 31, 2020
 
 
(In millions)
July 31, 2019
 
$
2,000

 
$
485

November 1, 2018
 
$
2,000

 
$


Under these authorizations, MetLife, Inc. may purchase its common stock from the MetLife Policyholder Trust, in the open market (including pursuant to the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (“Exchange Act”)), and in privately negotiated transactions. Common stock repurchases are subject to the discretion of MetLife, Inc.’s Board of Directors and will depend upon the Company’s capital position, liquidity, financial strength and credit ratings, general market conditions, the market price of MetLife, Inc.’s common stock compared to management’s assessment of the stock’s underlying value, applicable regulatory approvals, and other legal and accounting factors.
The declaration, record and payment dates, as well as per share and aggregate dividend amounts, for MetLife, Inc.’s common stock were as follows for the three months ended March 31, 2020 and 2019:
Declaration Date
 
Record Date
 
Payment Date
 
Common Stock Dividend
Per Share
 
Aggregate
 
 
 
 
 
 
(In millions, except per share data)
January 7, 2020
 
February 4, 2020
 
March 13, 2020
 
$
0.440

 
404

 
 
 
 
 
 
 
 
 
January 7, 2019
 
February 5, 2019
 
March 13, 2019
 
$
0.420

 
405


See Note 16 for information on a common stock dividend declared subsequent to March 31, 2020.
Stock-Based Compensation Plans
Performance Shares and Performance Units
Final Performance Shares are paid in shares of MetLife, Inc. common stock. Final Performance Units are payable in cash equal to the closing price of MetLife, Inc. common stock on a date following the last day of the three-year performance period. The performance factor for the January 1, 2017 – December 31, 2019 performance period was 91.4%, which was determined within a possible range from 0% to 175%. This factor has been applied to the 1,068,099 Performance Shares and 166,191 Performance Units associated with that performance period that vested on December 31, 2019. As a result, in the first quarter of 2020, MetLife, Inc. issued 976,242 shares of its common stock (less withholding for taxes and other items, as applicable), excluding shares that payees choose to defer, and MetLife, Inc. or its affiliates paid the cash value of 151,899 Performance Units (less withholding for taxes and other items, as applicable).
Accumulated Other Comprehensive Income (Loss)
Information regarding changes in the balances of each component of AOCI attributable to MetLife, Inc. was as follows:
 
 
Three Months
Ended
March 31, 2020
 
 
Unrealized
Investment Gains
(Losses), Net of
Related Offsets (1)
 
Unrealized
Gains (Losses)
on Derivatives
 
Foreign
Currency
Translation
Adjustments
 
Defined
Benefit
Plans
Adjustment
 
Total
 
 
(In millions)
Balance, beginning of period
 
$
18,283

 
$
1,698

 
$
(4,927
)
 
$
(2,002
)
 
$
13,052

OCI before reclassifications
 
(3,619
)
 
3,687

 
(674
)
 

 
(606
)
Deferred income tax benefit (expense)
 
927

 
(810
)
 
(26
)
 

 
91

AOCI before reclassifications, net of income tax
 
15,591

 
4,575

 
(5,627
)
 
(2,002
)
 
12,537

Amounts reclassified from AOCI
 
(187
)
 
438

 

 
21

 
272

Deferred income tax benefit (expense)
 
48

 
(96
)
 

 
(4
)
 
(52
)
Amounts reclassified from AOCI, net of income tax
 
(139
)
 
342

 

 
17

 
220

Balance, end of period
 
$
15,452

 
$
4,917

 
$
(5,627
)
 
$
(1,985
)
 
$
12,757

 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Ended
March 31, 2019
 
 
Unrealized
Investment Gains
(Losses), Net of
Related Offsets (1)
 
Unrealized
Gains (Losses)
on Derivatives
 
Foreign
Currency
Translation
Adjustments
 
Defined
Benefit
Plans
Adjustment
 
Total
 
 
(In millions)
Balance, beginning of period
 
$
7,042

 
$
1,613

 
$
(4,905
)
 
$
(2,028
)
 
$
1,722

OCI before reclassifications
 
6,721

 
(11
)
 
(36
)
 
1

 
6,675

Deferred income tax benefit (expense)
 
(1,516
)
 
6

 
(6
)
 

 
(1,516
)
AOCI before reclassifications, net of income tax
 
12,247

 
1,608

 
(4,947
)
 
(2,027
)
 
6,881

Amounts reclassified from AOCI
 
(2
)
 
(24
)
 

 
29

 
3

Deferred income tax benefit (expense)
 

 
12

 

 
(6
)
 
6

Amounts reclassified from AOCI, net of income tax
 
(2
)
 
(12
)
 

 
23

 
9

Cumulative effects of changes in accounting principles
 
4

 
22

 

 

 
26

Deferred income tax benefit (expense), cumulative effects of changes in accounting principles
 
(1
)
 
(4
)
 

 

 
(5
)
Cumulative effects of changes in accounting principles, net of income tax (2)
 
3

 
18

 

 

 
21

Balance, end of period
 
$
12,248

 
$
1,614

 
$
(4,947
)
 
$
(2,004
)
 
$
6,911

__________________
(1)
See Note 6 for information on offsets to investments related to future policy benefits, DAC, VOBA and DSI, and the policyholder dividend obligation.
(2)
See Note 1 of the Notes to the Consolidated Financial Statements included in the 2019 Annual Report for further information on adoption of new accounting pronouncements.
Information regarding amounts reclassified out of each component of AOCI was as follows:
 
 
Three Months
Ended
March 31,
 
 
 
 
2020

2019
 
 
AOCI Components
 
Amounts Reclassified from AOCI
 
Consolidated Statements of
Operations and
Comprehensive Income (Loss)
Locations
 
 
(In millions)
 
 
Net unrealized investment gains (losses):
 
 
 
 
 
 
Net unrealized investment gains (losses)
 
$
204

 
$
(24
)
 
Net investment gains (losses)
Net unrealized investment gains (losses)
 
(11
)
 
4

 
Net investment income
Net unrealized investment gains (losses)
 
(6
)
 
22

 
Net derivative gains (losses)
Net unrealized investment gains (losses), before income tax
 
187

 
2

 
 
Income tax (expense) benefit
 
(48
)
 

 
 
Net unrealized investment gains (losses), net of income tax
 
139

 
2

 
 
Unrealized gains (losses) on derivatives - cash flow hedges:
 
 
 
 
 
 
Interest rate derivatives
 
6

 
5

 
Net investment income
Interest rate derivatives
 
6

 
(6
)
 
Net investment gains (losses)
Interest rate derivatives
 
1

 
1

 
Other expenses
Foreign currency exchange rate derivatives
 

 
(2
)
 
Net investment income
Foreign currency exchange rate derivatives
 
(451
)
 
25

 
Net investment gains (losses)
Credit derivatives
 

 
1

 
Net investment gains (losses)
Gains (losses) on cash flow hedges, before income tax
 
(438
)
 
24

 
 
Income tax (expense) benefit
 
96

 
(12
)
 
 
Gains (losses) on cash flow hedges, net of income tax
 
(342
)
 
12

 
 
Defined benefit plans adjustment: (1)
 
 
 
 
 
 
Amortization of net actuarial gains (losses)
 
(26
)
 
(36
)
 
 
Amortization of prior service (costs) credit
 
5

 
7

 
 
Amortization of defined benefit plan items, before income tax
 
(21
)
 
(29
)
 
 
Income tax (expense) benefit
 
4

 
6

 
 
Amortization of defined benefit plan items, net of income tax
 
(17
)
 
(23
)
 
 
Total reclassifications, net of income tax
 
$
(220
)
 
$
(9
)
 
 
__________________
(1)
These AOCI components are included in the computation of net periodic benefit costs. See Note 12.