<PAGE>
MAY 1, 1997
PROSPECTUS
GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES AND CERTIFICATES
(Minimum Specified Face Amount For A Certificate-$10,000; Minimum Group Size-200
eligible lives)
Issued by METROPOLITAN LIFE INSURANCE COMPANY
Group variable universal life insurance policies ("Group Policies") and
certificates available through the Group Policies ("Certificates") are offered
by this Prospectus. The Group Policies and Certificates are issued by
Metropolitan Life Insurance Company, New York, NY ("MetLife"). Generally, so
long as the Group Policy remains in force, the Certificates are designed to
provide lifetime insurance coverage on the covered persons named in the
Certificates, as well as maximum flexibility in connection with premium
payments. This flexibility allows an owner of a Certificate to provide for
changing insurance needs within the confines of a single insurance product.
Group Policies may be issued to an employer (referred to herein as
"participating entity") or to a trust that is adopted by a participating entity.
Employees (including employees' spouses where specified in the Group Policy) of
adopting employers may own Certificates issued under their respective
participating entity's Group Policy. Unless the Certificate provides otherwise,
only the owner of the Certificate (the "Owner") may exercise the rights set
forth in the Certificate. The Certificate provides for a death benefit payable
at the covered person's death. The death benefit varies because it includes the
Certificate's cash value in addition to a fixed insurance amount.
The Certificate's cash value will vary with the investment experience of the
MetLife Separate Account UL ("Separate Account") investment divisions to which
amounts are allocated and the fixed rates of interest earned by allocations to a
fixed interest account within the General Account of MetLife ("Fixed Account").
The cash value will also be adjusted for other factors, including the amount of
charges imposed and the premium payments made. The Owner may withdraw or borrow
a portion of the Certificate's cash surrender value, or the Certificate may be
fully surrendered, at any time, subject to certain limitations. The Owner has
the flexibility to vary the frequency and amount of premium payments, subject to
certain restrictions and conditions.
The premiums paid, less premium expense charges, will generally be allocated
at the Owner's discretion among one or more of the available Separate Account
investment divisions or the Fixed Account. The participating entity may select
which investment divisions will be available to Owners. The assets in each
investment division are invested in shares of a corresponding portfolio of the
Metropolitan Series Fund, Inc. ("Fund").
Metropolitan Life is the investment manager of the Fund and the distributor
of its shares. Metropolitan Life also distributes and administers the
Certificates. The prospectus for the Fund describes the investment objectives
and certain attendant risks of the ten currently available portfolios of the
Fund. The following chart lists the name of each available portfolio and the
company that has the day-to-day investment management responsibility with
<TABLE>
<CAPTION>
respect to each such portfolio.
<S> <C>
PORTFOLIO PORTFOLIO MANAGER
GFM International Stock GFM International Investors Limited
Janus Mid Cap Janus Capital Corporation
Loomis Sayles High Yield Bond Loomis, Sayles & Company, L.P.
MetLife Stock Index Metropolitan Life Insurance Company
Scudder Global Equity Scudder, Stevens & Clark, Inc.
State Street Research Aggressive Growth State Street Research & Management Company
State Street Research Diversified State Street Research & Management Company
State Street Research Growth State Street Research & Management Company
State Street Research Income State Street Research & Management Company
T. Rowe Price Small Cap Growth T. Rowe Price Associates, Inc.
</TABLE>
As in the case of other life insurance policies, it may not be advantageous
to purchase group variable universal life insurance as a replacement for an
existing life insurance policy or in addition to an existing variable universal
life insurance policy.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE
FUND.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
1 Madison Avenue, New York, New York 10010 Telephone (800) 523-2894
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
DEFINITIONS....................................... 3
SUMMARY........................................... 5
Who is the Issuer of the Group Policies and
Certificates?.................................... 5
What are Separate Account UL, the Fixed Account
and the Metropolitan Series Fund?................ 5
What Death Benefit is Available under the
Certificate?..................................... 6
What Flexibility Does an Owner have to Adjust the
Amount of the Death Benefit?..................... 7
What Flexibility Does an Owner have in Connection
with Premium Payments?........................... 7
What Happens to Certificates when the
Participating Entity's Active Participation in
the Group Policy is Terminated?.................. 7
If the Participating Entity Continues to
Participate in the Group Policy, How Long Will
the Certificate Remain in Force?................. 7
How are Net Premiums Allocated?................... 7
May the Certificate be Surrendered or the Cash
Value Partially Withdrawn?....................... 8
Is There a "Free Look" Period?.................... 8
What is the Loan Privilege?....................... 8
What Charges are Assessed in Connection with the
Certificate?..................................... 9
What is the Tax Treatment of Cash Value?.......... 9
Is the Beneficiary Subject to Federal Income Tax
on the Death Benefit?............................ 9
Is the Death Benefit or the Cash Value Subject to
Federal Estate Tax?.............................. 9
How should Premium Payments, Owner Requests and
Other Communications be sent to MetLife?......... 9
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND..... 10
The Separate Account.............................. 10
Metropolitan Series Fund.......................... 10
CERTIFICATE BENEFITS.............................. 12
Death Benefit..................................... 12
Cash Value........................................ 13
Benefit at Final Date............................. 21
Optional Income Plans............................. 21
Optional Insurance Benefits....................... 21
PAYMENT AND ALLOCATION OF PREMIUMS................ 22
<CAPTION>
PAGE
-----
<S> <C>
Issuance of a Certificate......................... 22
Premiums.......................................... 22
Allocation of Premiums and Cash Value............. 23
Termination of Participating Entity Participation
in the Group Policy.............................. 25
Effect of Termination of Group Policy
Participation on Owners.......................... 25
Certificate Termination and Reinstatement While
the Group Policy is in Effect.................... 25
CHARGES AND DEDUCTIONS............................ 26
Premium Expense Charges........................... 26
Monthly Deduction From Cash Value................. 26
Charges Against the Separate Account.............. 27
Guarantee of Certain Charges...................... 28
Other Charges..................................... 28
ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES AND
ACCUMULATED PREMIUMS............................. 28
CERTIFICATE RIGHTS................................ 32
Loan Privileges................................... 32
Surrender and Withdrawal Privileges............... 33
Exchange Privilege................................ 33
THE FIXED ACCOUNT................................. 34
General Description............................... 34
Fixed Account Cash Value.......................... 34
Death Benefit, Transfer, Withdrawal, Surrender and
Certificate Loan Rights.......................... 35
RIGHTS RESERVED BY METLIFE........................ 35
OTHER CERTIFICATE PROVISIONS...................... 35
SALES AND ADMINISTRATION OF THE GROUP POLICIES AND
CERTIFICATES..................................... 36
DISTRIBUTION OF THE GROUP POLICIES AND
CERTIFICATES..................................... 37
FEDERAL TAX MATTERS............................... 37
MANAGEMENT........................................ 39
VOTING RIGHTS..................................... 42
Right to Instruct Voting of Fund Shares........... 42
REPORTS........................................... 42
STATE REGULATION.................................. 43
REGISTRATION STATEMENT............................ 43
LEGAL MATTERS..................................... 43
EXPERTS........................................... 43
FINANCIAL STATEMENTS.............................. 43
APPENDIX TO PROSPECTUS............................ 86
</TABLE>
THE GROUP POLICY AND CERTIFICATE ARE NOT AVAILABLE IN ALL STATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE. METLIFE DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN
AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED PROSPECTUS OR ANY SUPPLEMENT
THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY METLIFE.
2
<PAGE>
DEFINITIONS
ADMINISTRATIVE OFFICE--The office of MetLife at 177 South Commons Drive,
Aurora, Illinois 60507, to which all Owner communications are to be sent.
MetLife may, by written notice, name other locations within the United States to
serve as designated offices, in place of or in addition to the office above.
AGE--For each covered person in a particular group, Age is defined as of a
day selected by the participating entity and set forth in the Group Policy. Age
can be measured from the Date of the Group Policy or from December 31st of a
given year, or from any other date agreed to by MetLife and the participating
entity.
ALLOCATION DATE--The date the first premium is applied to the Separate
Account pursuant to the designation in the Certificate enrollment form and/or
Group Policy application, as applicable. During the first Group Policy year, it
is set at twenty days after the Investment Start Date with respect to any
Certificate. During this twenty day period the net premium allocated to the
investment divisions of the Separate Account under any new Certificate will be
applied to the Fixed Account. After the first Group Policy year, the Allocation
Date for all new Certificates issued with respect to that Group is the
Investment Start Date.
BENEFICIARY--The beneficiary is the person or persons designated by the
Owner to receive the insurance proceeds upon the death of the covered person.
CASH SURRENDER VALUE--The cash value less any indebtedness and any accrued
and unpaid monthly deduction.
CASH VALUE--The sum of the Certificate cash values in the Fixed Account, the
investment divisions of the Separate Account and the Loan Account.
CERTIFICATE--The group variable universal life insurance certificates issued
under the group variable universal life insurance policy offered by MetLife and
described in this Prospectus.
CERTIFICATE MONTH--The month beginning on the monthly anniversary.
COVERED PERSON--The person upon whose life the Certificate is issued.
DATE OF RECEIPT--The date premiums and communications are actually received
at an Administrative Office. Premium payments and communications will be deemed
to be received on the Date of Receipt with three exceptions: (1) when they are
received on any day that is not a Valuation Date; (2) when they are received by
means other than U.S. mail after 4:00 p.m. New York City time. With regard to
(1) and (2) above, the Date of Receipt will be deemed to be the next Valuation
Date. The third exception is the date of receipt for the first premium payment
with regard to each Certificate. In this case, and subject to the exceptions set
forth in (1) and (2) above, the Date of Receipt is the later of (1) the Date of
Certificate and (2) the date the first premium for a Certificate is received at
the Administrative Office.
DATE OF CERTIFICATE--The effective date for life insurance protection under
the Certificate. The Date of Certificate is set forth in the Certificate and is
used to determine Certificate years and Certificate months from issue.
Certificate anniversaries are measured from the Date of Certificate.
DATE OF GROUP POLICY--The date set forth in the Group Policy that is used to
determine Group Policy years and Group Policy months. Group Policy anniversaries
are measured from the Date of Group Policy.
FINAL DATE--The certificate anniversary on which the covered person is age
95 or later if specified in the Certificate.
FIXED ACCOUNT--An account which is part of the General Account and to which
MetLife will allocate net premiums as directed by the Owner or participating
entity, as applicable, and credit certain fixed rates of interest.
GENERAL ACCOUNT--The assets of MetLife other than those allocated to the
Separate Account or any other legally-segregated separate account.
GROUP--A participating entity and all Owners and/or people eligible to
become Owners under the participating entity's Group Policy.
GROUP POLICY--For ease of reference in this Prospectus, this term includes
both the group variable universal life insurance policy that the participating
entity either participates in, is a party to or owns and which is offered by
MetLife and described in this Prospectus together with any administration
agreement entered into between the participating entity and MetLife.
3
<PAGE>
INDEBTEDNESS--The total of any unpaid Certificate loan and loan interest.
INVESTMENT START DATE--The Date of Receipt of the first premium with respect
to a Certificate.
INVESTMENT DIVISION--A subdivision of the Separate Account. The assets in
each investment division are invested exclusively in the shares of a specified
portfolio.
LOAN ACCOUNT--An account within the General Account to which cash value from
the Separate Account and/or the Fixed Account in an amount equal to a
Certificate loan requested by an Owner is transferred.
MINIMUM GROUP SIZE--The minimum number of people in a group that is
necessary before an employer can purchase a Group Policy. The minimum group size
is currently 200 lives; however, MetLife reserves the right to issue a Group
Policy or provide coverage to a participating entity that does not meet the
minimum group size.
MINIMUM SPECIFIED FACE AMOUNT--The minimum specified face amount of
insurance for which a Certificate may be issued. The amount is set forth in the
Certificate. The Certificate will never specify a minimum specified face amount
of less than $10,000.
MONTHLY ANNIVERSARY--The same date in each month as the Date of Group Policy
or the date the Certificate is issued, as applicable. For purposes of the
Separate Account, whenever the monthly anniversary date falls on a date other
than a Valuation Date, the next Valuation Date will be deemed to be the monthly
anniversary.
MONTHLY DEDUCTION--Charges deducted monthly from the cash value of a
Certificate and which include any monthly cost of insurance, monthly cost of
benefits provided by riders and monthly administration charge.
OWNER--The person so designated in the enrollment form for the Certificate
or as subsequently changed.
PAID-UP--An election under the Certificate whereby the Owner may terminate
the death benefit (and any riders in effect) and use all or part of the cash
surrender value as a single premium for a paid-up benefit under the Certificate.
If the paid-up election is made, all or part of the remaining cash value in the
Certificate will be transferred to the General Account and may no longer be
allocated to the Separate Account or the Fixed Account. The Owner will receive
any remaining cash surrender value that is not used to purchase a paid-up
benefit. The paid-up benefit elected must not be more than can be purchased
using the Certificate's cash surrender value or more than the death benefit
under the Certificate at the time the election is made and must not be less than
$10,000.
PLANNED PERIODIC PREMIUM--An Owner's self-determined amount of premium
planned to be paid at fixed intervals over a specified period of time. The Owner
is not required to follow this schedule after the first premium payment.
PORTABLE--A status that occurs when a covered person is no longer part of
the participating entity's group. A Certificate becomes portable when an event
specified in the Certificate occurs. These events may include: termination of
the covered person's employment (other than through retirement) and retirement
as determined by the participating entity, or the sale by the participating
entity of the business unit with which the covered person is employed. An Owner
of a portable Certificate will no longer be deemed to be a member of the
participating entity's group for purposes of determining cost of insurance rates
and charges.
PORTFOLIO--A portfolio represents a different class (or series) of stock of
the Metropolitan Series Fund, Inc., a mutual fund in which the Separate Account
assets are invested.
PRO RATA BASIS--Allocations made in the same proportion that the
Certificate's cash value in the Fixed Account and the Certificate's cash value
in each investment division of the Separate Account bear to the Certificate's
total cash value (except for the cash value, if any, in the Loan Account) as of
the Date of Receipt of a request.
SEPARATE ACCOUNT--Metropolitan Life Separate Account UL, a separate
investment account of MetLife through which premiums paid under the Certificate
are invested to the extent allocated to the Separate Account by the Owner.
SPECIFIED FACE AMOUNT--The amount of insurance specified in the Certificate.
VALUATION DATE--Each day on which the New York Stock Exchange is open for
trading or, on days other than when the New York Stock Exchange is open, on
which it is determined that there is a sufficient degree of
4
<PAGE>
trading in the Fund's portfolio securities that the current net asset value of
its redeemable securities might be materially affected. Valuations for any date
other than a Valuation Date will be determined as of the next Valuation Date.
VALUATION PERIOD--The period between two successive Valuation Dates,
commencing at 4:00 p.m., New York City time, on each Valuation Date and ending
at 4:00 p.m., New York City time, on the next succeeding Valuation Date.
SUMMARY
Unless the context indicates otherwise, this summary and the discussion in
the rest of this Prospectus assume that cash surrender values are sufficient to
pay all charges deducted on monthly anniversaries, that no Certificate loans
have been made and that no riders are in effect (see "Loan Privileges--Effect of
a Certificate Loan," "Payment and Allocation of Premiums--Certificate
Termination and Reinstatement While the Group Policy is in Effect," and
"Appendix to Prospectus").
This Prospectus describes only those aspects of the Certificate that relate
to the Separate Account since only interests in the Separate Account are being
offered by this Prospectus. Aspects of the Fixed Account are briefly summarized
in order to give a better understanding of how the Certificate functions (see
"The Fixed Account").
WHO IS THE ISSUER OF THE GROUP POLICIES AND CERTIFICATES?
MetLife, the issuer of the Group Policies and Certificates, is a mutual life
insurance company. It was incorporated under the laws of the State of New York
in 1866 and since 1868 it has been engaged in the life insurance business under
the name Metropolitan Life Insurance Company. Its Home Office is located at 1
Madison Avenue, New York, New York 10010. It is authorized to transact business
in all states of the United States, the District of Columbia, Puerto Rico and
all Provinces of Canada. MetLife, serving millions of people, is one of the
largest financial services companies in the world with many of the largest
United States corporations for its clients. On December 31, 1996, MetLife had
total life insurance in force of approximately $1.6 trillion and total assets
under management of approximately $298 billion.
WHAT ARE SEPARATE ACCOUNT UL, THE FIXED ACCOUNT AND THE METROPOLITAN SERIES
FUND?
The Owner may allocate the net premiums paid under the Certificate to one or
more of the investment divisions of the Separate Account, a separate investment
account of MetLife (see "The Separate Account") and/or to a Fixed Account
established by MetLife. In some cases, however, the participating entity may
select the investment divisions available to Owners. Also, the participating
entity may retain the right to allocate any net premiums it pays unless and
until the covered person retires (as determined by the participating entity) or
the Owner's Certificate becomes portable.
There are currently ten investment divisions available in the Separate
Account. The assets in each division are invested in a separate class (or
series) of stock of the Fund, a "series" type of mutual fund (see "Metropolitan
Series Fund"). Each class of stock represents a separate portfolio within the
Fund. The ten portfolios of the Fund which are currently available to Owners are
the State Street Research Growth Portfolio, the State Street Research Income
Portfolio, the State Street Research Diversified Portfolio, the State Street
Research Aggressive Growth Portfolio, the GFM International Stock Portfolio, the
MetLife Stock Index Portfolio, the Loomis Sayles High Yield Bond Portfolio, the
T. Rowe Price Small Cap Growth Portfolio, the Janus Mid Cap Portfolio and the
Scudder Global Equity Portfolio. Net premiums allocated to the Fixed Account are
held in the General Account of MetLife.
Each portfolio of the Fund has a different investment objective and is
managed by MetLife. For providing investment management services to the Fund,
MetLife receives a fee from the Fund for providing investment management
services to each Portfolio. The following chart shows the fee and other Fund
expenses for each Portfolio.
5
<PAGE>
METROPOLITAN SERIES FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
OTHER EXPENSES
AFTER EXPENSE
MANAGEMENT FEES REIMBURSEMENT (A) TOTAL
--------------- ----------------- ---------
<S> <C> <C> <C>
State Street Research Aggressive Growth Portfolio(d)........................... .71% .04% .75%
State Street Research Diversified Portfolio(d)................................. .46% .04% .50%
GFM International Stock Portfolio(d)........................................... .75% .22% .97%
State Street Research Growth Portfolio(d)...................................... .51% .04% .55%
State Street Research Income Portfolio(d)...................................... .33% .07% .40%
Janus Mid Cap Portfolio(b)..................................................... .75% .20% .95%
Loomis Sayles High Yield Bond Portfolio(b)..................................... .70% .20% .90%
MetLife Stock Index Portfolio.................................................. .25% .05% .30%
T. Rowe Price Small Cap Growth Portfolio(b).................................... .55% .20% .75%
Scudder Global Equity Portfolio(b)(c).......................................... .62% .20% .82%
</TABLE>
- ------------
(a) Prior to May 16, 1993, MetLife paid all expenses of the then existing
Portfolios of the Fund other than management fee, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses.
(b) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the net
assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price Small
Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until a
Portfolio's total net assets are at least $100 million, or March 2, 1999,
whichever is earlier. The marginal fee rate for the T. Rowe Price Small Cap
Growth Portfolio, Janus Mid Cap Portfolio and Scudder Global Equity
Portfolio will decrease when the dollar amount in each such Portfolio
reaches certain threshold amounts.
(c) In addition, MetLife has agreed to waive a portion of its investment
management fee for the Scudder Global Equity Portfolio during the first
year of the Portfolio's operations. The waiver of investment management
fees during the first six months of the Portfolio's operations will be
equal to .35% of the average daily value of the aggregate net assets of the
Portfolio up to $50 million, .175% of such assets on the next $50 million,
.15% of such assets on the next $400 million and .1375% of such assets on
amounts in excess of $500 million. During the second six months of the
Portfolio's operations such waiver of the investment management fee will be
equal to .175% of assets up to $50 million, .0875% of assets on the next
$50 million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its investment
management fee, MetLife estimates that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.
(d) Reflects 1996 fees and expenses, restated for proposed management fee
revisions.
For a full description of the Fund, see the prospectus for the Fund, which
is attached at the end of this Prospectus, and the Fund's Statement of
Additional Information referred to therein.
WHAT DEATH BENEFIT IS AVAILABLE UNDER THE CERTIFICATE?
The Certificate provides for the payment of a benefit upon the death of the
covered person. The death benefit is the specified face amount of the
Certificate plus the cash value on the date of death. If greater than the death
benefit otherwise payable a minimum death benefit equivalent to a percentage,
determined by age at death, of the cash value will be paid. The insurance
proceeds payable will be reduced by any outstanding indebtedness and any accrued
and unpaid charges (see "Certificate Benefits--Death Benefit").
In addition, an Owner has the flexibility to add optional insurance benefits
by riders specified in the Certificate. These may include a waiver of monthly
deduction during total disability rider; an accelerated death benefit rider; an
accidental death benefit rider; an accidental death or dismemberment benefit
rider; and a dependent life benefits rider (see "Certificate Benefits--Optional
Insurance Benefits"). The cost of these optional insurance benefits will be
deducted from the cash value as part of the monthly deduction (see "Charges and
Deductions--Monthly Deduction From Cash Value").
Proceeds under the Certificate may be received in cash or under one of the
available optional income plans described in the Appendix to Prospectus (see
"Certificate Benefits--Optional Income Plans").
6
<PAGE>
WHAT FLEXIBILITY DOES AN OWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
The Owner may increase the specified face amount of the Certificate on a
date or dates determined by the participating entity and set forth in the Group
Policy (see "Certificate Benefits"). For employees of a participating entity,
automatic increases in specified face amount will be made in conjunction with
each employee's salary increase on a date or dates specified by the
participating entity. Any increases in the death benefit are subject to
MetLife's underwriting rules (see "Certificate Benefits--Change in Specified
Face Amount"). Any specified face amount increase also will result in additional
charges (see "Certificate Benefits--Increases," and "Effect of Changes in
Specified Face Amount on Charges"). The specified face amount may also be
decreased by the Owner. The specified face amount may never be less than the
minimum specified face amount set forth in the Certificate. In no event will the
specified face amount be less than $10,000. An increase or decrease in the death
benefit may have tax consequences (see "Federal Tax Matters").
WHAT FLEXIBILITY DOES AN OWNER HAVE IN CONNECTION WITH PREMIUM PAYMENTS?
If elected by a participating entity and authorized by the Owner, premiums
are paid through payroll deduction and are remitted to MetLife by such employer
on at least a monthly basis. A participating entity may limit the availability
of payroll deduction to employees who contribute a minimum monthly amount
specified by the participating entity. If payroll deduction is not available,
the Owner may remit premiums to MetLife directly on a quarterly or annual basis.
Premium payments will not be credited to the Owner's Certificate until received
by MetLife. An Owner has considerable flexibility concerning the amount and
frequency of premium payments. An Owner need not pay any specific amount of
minimum premiums. Instead, an Owner may, subject to certain restrictions, make
premium payments in any amount and at any frequency. However, the Owner may be
required to make an unscheduled premium payment in order to keep the Certificate
in force (see "Payment and Allocation of Premiums").
WHAT HAPPENS TO CERTIFICATES WHEN THE PARTICIPATING ENTITY'S ACTIVE
PARTICIPATION IN THE GROUP POLICY IS TERMINATED?
If the participating entity or MetLife decides to terminate the
participating entity's participation in the Group Policy, the participating
entity will cease remitting any payroll deductions of premiums. In addition, no
future Certificates will be issued under the Group Policy. The current
Certificates may also be terminated by MetLife under certain circumstances.
There are also circumstances where an Owner may continue the Certificate even
after the participating entity's termination of its participation in the Group
Policy. If the Certificate is not terminated, different current charges may
apply but the guaranteed charges will not be greater than they were prior to the
termination of the Group Policy. (See "Effect of Termination of the Group Policy
Participation on Owners").
IF THE PARTICIPATING ENTITY CONTINUES TO PARTICIPATE IN THE GROUP POLICY, HOW
LONG WILL THE CERTIFICATE REMAIN IN FORCE?
The Certificate will terminate only when its cash surrender value is
insufficient to pay the monthly deduction (see "Charges and Deductions--Monthly
Deduction from Cash Value"), and the grace period expires without a sufficient
payment being made (see "Certificate Termination and Reinstatement While the
Group Policy is in Effect--Termination"). Therefore, failure to pay premiums
will not automatically cause the Certificate to terminate and payment of
premiums does not guarantee that the Certificate will remain in force until its
final date.
HOW ARE NET PREMIUMS ALLOCATED?
The portion of the premium available for allocation ("net premium") equals
the premium paid less premium expense charges (see "Charges and
Deductions--Premium Expense Charges"). The participating entity or Owner, as
applicable, determines in the application for the Group Policy or enrollment
form for the Certificate, respectively, what portions, if any, of net premiums
paid by each are to be allocated to the investment divisions of the Separate
Account and/or to the Fixed Account. Allocations with respect to the Fixed
Account are effective as of the Investment Start Date. Allocations with respect
to the investment divisions of the Separate Account are effective as of the
Allocation Date, as explained more fully under "Payment and Allocation of
Premiums--Allocation of Premiums and Cash Value." An Owner or participating
entity, as applicable, may change allocations of future net premiums at any time
without charge by notifying
7
<PAGE>
MetLife in writing, subject to certain limitations (see "Payment and Allocation
of Premiums--Allocation of Premiums and Cash Value"). Because investment
performance of a Separate Account investment division (unlike that of the Fixed
Account) is not guaranteed by MetLife, allocation of net premiums to the
Separate Account investment divisions increases the amount of investment risk to
the Owner, and allocation to the Fixed Account decreases such risk. On the other
hand, the potential benefit of the Fixed Account is limited to the return
guaranteed by MetLife plus any discretionary return declared by MetLife from
time to time.
Subject to certain restrictions, currently, an Owner may transfer amounts
among the investment divisions of the Separate Account or between the Separate
Account and the Fixed Account without charge (see "Charges and Deductions"). In
the first 24 Certificate months, an Owner may transfer the entire amount in the
Separate Account to the Fixed Account without charge (see "Certificate
Rights--Exchange Privilege" and "The Fixed Account Death Benefit, Transfer,
Withdrawal, Surrender, and Certificate Loan Rights.") An Owner may also elect to
participate in one of the systematic investment strategies (see "Allocation of
Premiums and Cash Value--Systematic Investment Strategies").
MAY THE CERTIFICATE BE SURRENDERED OR THE CASH VALUE PARTIALLY WITHDRAWN?
The Owner may surrender the Certificate at any time and receive the cash
surrender value of the Certificate. Subject to certain limitations, the Owner
also may make partial withdrawals from the cash surrender value at any time
prior to the final date (see "Certificate Rights--Surrender and Withdrawal
Privileges"). Certificates under some Group Policies may be subject to a
transaction charge of up to $25 (but not more than 2% of the amount withdrawn).
Surrenders and withdrawals may have certain tax consequences (see "Federal Tax
Matters").
IS THERE A "FREE LOOK" PERIOD?
The Certificate provides for a free-look period that lasts until 10 days
after receipt (except where state law requires a longer period for replacement
policies or other reasons) or 45 days after the enrollment form has been
completed, whichever is later. The Owner may return the Certificate within this
period and MetLife will send the Owner a complete refund of any premiums paid
within 7 days. The refund of any premium paid by check, however, may be delayed
until the check has cleared the Owner's bank.
Following an increase in specified face amount requested by an Owner, there
is a similar free look period that extends until the later of 10 days after the
Owner receives revised Certificate pages reflecting the increase or 45 days
after the request for the increase has been completed. During this period, the
Owner may elect to terminate the increase, and all Certificate values will be
restored to what they would have been had the increase not occurred. MetLife
will also refund the amount of any premiums paid, to the extent necessary for
the Certificate to continue to be within the definition of life insurance for
federal income tax purposes (see "Premiums--Premium Limitations").
WHAT IS THE LOAN PRIVILEGE?
An Owner may obtain a Certificate loan at any time that the Certificate has
a loan value. Loans may be repaid at any time prior to the Final Date (see
"Certificate Rights--Loan Privileges"). Certificates under some Group Policies
may be subject to a transaction charge of up to $25. Loans are not available for
Owners who have exercised the paid-up Certificate provision, except as otherwise
required by law.
8
<PAGE>
WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE CERTIFICATE?
PREMIUM EXPENSE CHARGES. Premium expense charges vary based on the Group
Policy under which the Certificate is issued. These charges may consist of a
charge of .35% of each premium payment to recover a portion of MetLife's
estimated cost for the federal income tax treatment of deferred acquisition
costs ("DAC tax charge") and a state premium tax charge of up to 5% of each
premium payment (see "Charges and Deductions--Premium Expense Charges").
MONTHLY DEDUCTION. The charges deducted as part of the monthly deduction
can vary based upon the Group Policy under which an Owner's Certificate is
issued. Cash value may be reduced by a monthly deduction equal to the sum of any
applicable: (1) charge for the cost of insurance. MetLife uses simplified
underwriting and guaranteed issue procedures. While the current costs of
insurance rates are generally lower than 100% of the 1980 Commissioners Standard
Ordinary Mortality Table, Males, age last birthday ("1980 CSO Table"), the
guaranteed rates are up to 150% of the maximum rates that could be charged based
on the 1980 CSO Table. The use of simplified underwriting and guaranteed issue
procedures may result in the cost of insurance charges being higher for some
healthy individuals; (2) cost of any optional insurance benefits added by rider;
(3) monthly administration charge, which may be up to $5.00 per Certificate per
month as specified in the Certificate. (See "Charges and Deductions--Monthly
Deduction from Cash Value.")
CHARGES AGAINST SEPARATE ACCOUNT. A daily charge equivalent to an effective
annual rate of at least .45% and not to exceed .90% of the average daily value
of the net asset, in the Separate Account which are attributable to the
Certificates is imposed to compensate MetLife for its assumption of certain
mortality and expense risks (see "Charges and Deductions--Charge for Mortality
and Expense Risks").
No charges are currently made against the Separate Account for federal or
state income taxes with respect to earnings or capital gains which may be
attributable to the Separate Account. Should MetLife determine that such taxes
will be imposed, MetLife may make deductions from the Separate Account to pay
these taxes (see "Federal Tax Matters"). The imposition of such taxes would
result in a reduction of the cash value in the Separate Account.
WHAT IS THE TAX TREATMENT OF CASH VALUE?
Cash value under a Certificate is subject to the same federal income tax
treatment as cash value under a conventional fixed benefit life insurance
policy. Under existing tax law, if a Certificate is not a modified endowment
contract as discussed in the following paragraph, a Certificate owner generally
will be taxed on cash value withdrawn from the Certificate, the cash value
received upon surrender of the Certificate or the cash value distributed at the
Final Date of a Certificate only to the extent these amounts, when added to
previous distributions, exceed the total premiums paid. Amounts received upon
surrender or withdrawal or on the Final Date of a Certificate in excess of
premiums paid will be treated as ordinary income.
Special rules regarding taxation, including the imposition of a tax penalty,
govern pre-death withdrawals from life insurance contracts referred to as
modified endowment contracts. For more information, see "Federal Tax Matters."
IS THE BENEFICIARY SUBJECT TO FEDERAL INCOME TAX ON THE DEATH BENEFIT?
Like death benefits payable under conventional fixed benefit life insurance
policies, death benefit proceeds payable under the Certificate under current law
are generally completely excludable from the gross income of the beneficiary. As
a result, the beneficiary generally will not be taxed on death benefit proceeds
(see "Federal Tax Matters").
IS THE DEATH BENEFIT OR THE CASH VALUE SUBJECT TO FEDERAL ESTATE TAX?
The death benefit under the Certificate or the cash value may be subject to
federal estate tax (see "Federal Tax Matters").
HOW SHOULD PREMIUM PAYMENTS, OWNER REQUESTS AND OTHER COMMUNICATIONS BE SENT TO
METLIFE?
Premium payments and other communications (such as transfer requests, loan
requests, loan repayments, withdrawal requests, surrender requests, changes of
beneficiary, changes of the specified face
9
<PAGE>
amount, or changes of premium allocation) should be sent to the Administrative
Office for the Certificate. MetLife may name different Administrative Offices
for different transactions. In the future MetLife may permit transfer and
withdrawal or other requests to be made by telephone.
To exercise rights under a Certificate, the Owner must follow the procedures
stated in the Certificate. To request a payment, change the allocation among the
investment divisions, change the beneficiary, change the specified face amount,
change an address or request any other action by MetLife, the Owner should
utilize the forms prepared by MetLife for each purpose. The forms are available
from the Administrative Offices.
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
THE SEPARATE ACCOUNT
The Separate Account, which is a separate investment account of MetLife, was
established by MetLife pursuant to the New York Insurance Law on December 13,
1988. The Separate Account also receives premium payments in connection with
other variable universal life insurance products issued by MetLife. The assets
allocated to the Separate Account are the property of MetLife, and MetLife is
not a trustee by reason of the Separate Account.
The Separate Account meets the definition of "separate account" under the
federal securities laws. All income, gains and losses, whether or not realized,
from assets allocated to the Separate Account are credited to or charged against
the Separate Account without regard to other income, gains or losses of MetLife.
Each Certificate provides that such portion of the assets in the Separate
Account as equals the liabilities (and reserves) of MetLife with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other business of MetLife. The liabilities are the actuarially determined amount
of MetLife's total commitments under the Certificates; the reserves are the
assets allocated to pay these commitments. The values of the assets in the
Separate Account will not at any time be less than the sum of all amounts then
allocated to the Separate Account under variable life insurance policies.
MetLife may accumulate in the Separate Account mortality and expense risk
charges, mortality gains and investment gains on those assets (which represent
such charges) in the Separate Account and other amounts in excess of MetLife's
liabilities and reserves with respect to the Separate Account. MetLife may from
time to time transfer to its General Account any assets in the Separate Account
in excess of such reserves and liabilities.
Although the Separate Account is an integral part of MetLife, the Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940 ("1940 Act").
Registration does not involve supervision of management or investment practices
or policies of the Separate Account or of MetLife by the Commission.
There are currently ten available investment divisions in the Separate
Account. The assets in each investment division are invested in a separate class
(or series) of stock issued by the Fund. Each class of stock represents a
separate portfolio within the Fund. New investment divisions may be added as new
portfolios are added to the Fund and made available to Owners. In addition,
investment divisions may be eliminated from the Separate Account. One division,
whose corresponding portfolio is not listed below, has been eliminated from the
Separate Account.
METROPOLITAN SERIES FUND
The Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the 1940 Act. The Fund has served as the investment
medium for the Separate Account since the Separate Account commenced operations.
A brief summary of the investment objectives of each available Fund portfolio
that may be available to Owners is set forth below.
STATE STREET RESEARCH GROWTH PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth of capital and income, and moderate
current income, by investing primarily in common stocks that are believed to be
of good quality or to have good growth potential or which are considered to be
undervalued based on historical investment standards.
10
<PAGE>
STATE STREET RESEARCH INCOME PORTFOLIO: The investment objective of this
portfolio is to achieve the highest possible total return, by combining current
income with capital gains, consistent with prudent investment risk and the
preservation of capital, by investing primarily in fixed-income, high-quality
debt securities.
STATE STREET RESEARCH DIVERSIFIED PORTFOLIO: The investment objective of
this portfolio is to achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research.
STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO: The investment objective
of this portfolio is to achieve maximum capital appreciation by investing
primarily in common stocks (and equity and debt securities convertible into or
carrying the right to acquire common stocks) of emerging growth companies,
undervalued securities or special situations.
GFM INTERNATIONAL STOCK PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth of capital by investing primarily in
common stocks and equity-related securities of non-United States companies.
METLIFE STOCK INDEX PORTFOLIO: The investment objective of this portfolio
is to equal the performance of the Standard & Poor's 500 Composite Stock Price
Index (adjusted to assume reinvestment of dividends) by investing in the common
stock of companies which are included in the index.
LOOMIS SAYLES HIGH YIELD BOND PORTFOLIO: The investment objective of this
portfolio is to achieve high total investment return through a combination of
current income and capital appreciation. The Portfolio will normally invest at
least 65% of its assets in fixed income securities of below investment grade
quality.
JANUS MID CAP PORTFOLIO: The investment objective of this nondiversified
portfolio is to provide long-term growth of capital. It pursues this objective
by investing primarily in securities issued by medium sized companies.
T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO: The investment objective of this
portfolio is to achieve long-term growth by investing in small capitalization
companies.
SCUDDER GLOBAL EQUITY PORTFOLIO: The investment objective of this portfolio
is to achieve long-term growth of capital through a diversified portfolio of
marketable securities, primarily equity securities, including common stocks,
preferred stocks and debt securities convertible into common stocks. The
Portfolio invests on a worldwide basis in equity securities of companies which
are incorporated in the U.S. or in foreign countries. It also may invest in the
debt securities of U.S. and foreign issuers. Income is an incidental
consideration.
MetLife acts as the investment manager of the Fund. State Street Research &
Management Company ("State Street Research"), a wholly-owned subsidiary of
MetLife, provides sub-investment management services with respect to State
Street Research Growth, State Street Research Income, State Street Research
Diversified and State Street Research Aggressive Growth Portfolios. GFM
International Investors Limited ("GFM"), a subsidiary of MetLife, provides
sub-investment management services with respect to the GFM International Stock
Portfolio. Loomis, Sayles & Company, L.P. ("Loomis Sayles"), whose general
partner is indirectly owned by MetLife, provides sub-investment management
services with respect to the Loomis Sayles High Yield Bond Portfolio. T. Rowe
Price Associates, Inc. ("T. Rowe Price") provides sub-investment management
services with respect to the T. Rowe Price Small Cap Growth Portfolio. Janus
Capital Corporation ("Janus") provides sub-investment management services with
respect to the Janus Mid Cap Portfolio. Scudder, Stevens & Clark, Inc.
("Scudder") provides sub-investment management services with respect to the
Scudder Global Equity Portfolio. Sub-investment manager fees are paid by
MetLife. It is expected that State Street Research will become the
sub-investment manager with respect to the GFM International Stock Portfolio on
August 1, 1997. GFM will become the sub-sub-investment manager and will continue
to have day-to-day investment responsibility for the GFM International Stock
Portfolio. In the event these changes take place, the name of the Portfolio will
be changed to the State Street Research International Stock Portfolio as of
August 1, 1997.
11
<PAGE>
MetLife purchases and redeems Fund shares for the Separate Account at their
net asset value without the imposition of any sales or redemption charges. Such
shares represent an interest in one of the portfolios of the Fund which
correspond to the investment divisions of the Separate Account. Any dividend or
capital gain distributions received from the Fund are likewise reinvested in
Fund shares at net asset value as of the dates paid. The distributions have the
effect of reducing the value of each share of the Fund and increasing the number
of Fund shares outstanding. However, the total cash value in the Separate
Account does not change as a result of such distributions.
On each Valuation Date, shares of each portfolio are purchased or redeemed
by MetLife for the Separate Account, based on, among other things, the amounts
of net premiums allocated to the Separate Account, dividends and distributions
reinvested, transfers to and among investment divisions, Certificate loans, loan
repayments and benefit payments to be effected pursuant to the terms of the
Certificates as of that date. Such purchases and redemptions for the Separate
Account are effected at the net asset value per share for each portfolio
determined as of 4:00 p.m., New York City time, on that same Valuation Date.
A full description of the Fund, its investment policies and restrictions,
its charges and other aspects of its operation is contained in the prospectus
for the Fund, which is attached at the end of this Prospectus, and in the
Statement of Additional Information referred to therein. See "The Fund and its
Purpose" in the prospectus for the Fund for a discussion of the different
separate accounts for MetLife and its affiliates that invest in the Fund and the
risks related thereto.
CERTIFICATE BENEFITS
DEATH BENEFIT
As long as the Certificate remains in force (see "Certificate Termination
and Reinstatement While the Group Policy is in Effect--Termination"), MetLife
will, upon due proof of the covered person's death, pay the insurance proceeds
of the Certificate to the named beneficiary. The proceeds may be received by the
beneficiary in a single sum or under one or more of the available optional
income plans as described in the Appendix to Prospectus.
The insurance proceeds are: (a) the death benefit provided on the date of
death; plus (b) any additional insurance on the covered person's life that is
provided by rider; minus (c) any outstanding indebtedness and any accrued and
unpaid charges; and minus (d) certain amounts of death benefit previously
decreased as a result of a claim under a rider to the Policy.
The death benefit is equal to the specified face amount of insurance plus
the cash value.
MINIMUM DEATH BENEFIT--There is a minimum death benefit equal to the greater
of (1) the death benefit and (2) a percentage of the cash value as set forth in
the following table. The minimum death benefit is determined in accordance with
federal income tax laws, to ensure that the Certificate qualifies as a life
insurance contract and that the insurance proceeds will be excluded from the
gross income of the beneficiary.
TABLE
<TABLE>
<CAPTION>
ATTAINED AGE OF
COVERED PERSON AT
THE BEGINNING OF PERCENTAGE OF
THE CERTIFICATE YEAR CASH VALUE
- -------------------------------------- -----------------
<S> <C>
40 and less:.......................... 250%
45:................................... 215%
50:................................... 185%
55:................................... 150%
60:................................... 130%
65:................................... 120%
<CAPTION>
ATTAINED AGE OF
COVERED PERSON AT
THE BEGINNING OF PERCENTAGE OF
THE CERTIFICATE YEAR CASH VALUE
- -------------------------------------- -----------------
<S> <C>
70:................................... 115%
75:................................... 105%
80:................................... 105%
85:................................... 105%
90:................................... 105%
95:................................... 100%
</TABLE>
For the ages not listed, the percentage decreases by a ratable portion for each
full year.
12
<PAGE>
In no event will the death benefit be lower than the minimum amount required
to maintain the Certificate as life insurance under federal income tax law and
applicable Internal Revenue Service rules.
The death benefit provides insurance protection as well as possible build-up
of cash value. The death benefit varies as the cash value changes.
If the covered person dies on a date that is not a Valuation Date, the
amount of death benefit proceeds payable will be determined as of the next
Valuation Date.
CHANGE IN SPECIFIED FACE AMOUNT. Subject to certain limitations, an Owner
may request an increase in the specified face amount of a Certificate on a date
or dates determined by the participating entity and set forth in the Group
Policy (see "Decreases" and "Increases" below). For Owners who are qualifying
employees of employers who are participating entities, automatic increases in
specified face amount will be made in conjunction with each employee's salary
increases on a date or dates determined by the participating entity, unless such
employee notifies MetLife in writing that no such automatic increases are
desired. Any increases in the specified face amount are subject to MetLife's
underwriting rules which may include a requirement for satisfactory evidence of
the covered person's insurability. The specified face amount may also be
decreased by the Owner. An increase or decrease in the death benefit may have
tax consequences (see "Federal Tax Matters"). Any increase or decrease in the
specified face amount requested by the Owner will become effective on the
monthly anniversary on or next following the date of approval of the request.
DECREASES. The specified face amount remaining in force after any requested
decrease may not be less than the minimum specified face amount as specified in
the Certificate. No decrease in the specified face amount will be permitted if
it would result in total premiums paid exceeding the then current maximum
premium limitations determined by Internal Revenue Code rules (see
"Premiums--Premium Limitations"). For purposes of determining the cost of
insurance charge (see "Charges and Deductions--Cost of Insurance", "Cost of
Insurance Rate", and "Rate Class"), a decrease in the specified face amount will
reduce the specified face amount in the following order: (a) the specified face
amount provided by the most recent increases successively; and (b) the specified
face amount on the Date of Certificate.
INCREASES. Any requirements as to the minimum amount of an increase are
specified in the Certificate. Any increases in specified face amount are subject
to MetLife's underwriting rules.
EFFECT OF CHANGES IN SPECIFIED FACE AMOUNT ON CHARGES. A change in the
specified face amount may affect the net amount at risk which may affect an
Owner's cost of insurance charge (see "Charges and Deductions--Cost of
Insurance", "Cost of Insurance Rate", and "Rate Class"). This in turn can affect
the level of subsequent cash values and death benefit. A change in the specified
face amount may also affect the Certificate's status as a modified endowment
contract for tax purposes (see "Federal Tax Matters").
CASH VALUE
The total cash value of a Certificate at any time is the sum of the
Certificate's cash values in the Fixed Account (see "The Fixed Account"), the
Loan Account (see "Certificate Rights--Loan Privileges"), and the investment
divisions of the Separate Account at such time. The Certificate's cash value in
the Separate Account may increase or decrease on each Valuation Date depending
on the investment return of the chosen investment divisions of the Separate
Account (see "Separate Account Net Investment Return"). There is no guaranteed
minimum cash value in the Separate Account.
CALCULATION OF SEPARATE ACCOUNT CASH VALUE. The portion of the first net
premium allocated to the investment divisions of the Separate Account under a
Certificate that is issued within the first Group Policy year will automatically
be allocated to the Fixed Account from the Investment Start Date to the
Allocation Date. Otherwise, on each Valuation Date, the Certificate's cash value
in an investment division of the Separate Account will equal:
(1) The cumulative amount of all net premium payments, transfers of cash
value, loan repayments and interest credited on Certificate loans that are
allocated to the investment division; minus
(2) Any cash value transferred, surrendered or withdrawn from the
investment division (including transfers to the Loan Account); minus
13
<PAGE>
(3) The portion of all charges and deductions allocated to the
Certificate's cash value in the investment division (see "Charges and
Deductions"); plus or minus
(4) The cumulative net investment return (discussed below) on the amount
of cash value in the investment division.
The Certificate's total cash value in the Separate Account equals the sum of
the Certificate's cash value in each investment division.
SEPARATE ACCOUNT NET INVESTMENT RETURN. An investment division's net
investment return is determined as of 4:00 p.m., New York City time, on each
Valuation Date. All transactions and calculations with respect to the
Certificates as of any Valuation Date are determined as of such time.
Each investment division is credited with a rate of net investment return
equal to its gross rate of investment return during the Valuation Period less
(1) an adjustment for the Separate Account's charge for mortality and expense
risks (equivalent to at least .45% and not more than .90% on an annual basis)
and (2) a charge for MetLife's taxes, if any such tax charge becomes necessary
in the future (see "Charges and Deductions--Charges Against the Separate
Account"). The investment division's gross rate of investment return is equal to
the rate of increase or decrease in the net asset value per share of the
underlying Fund portfolio over the Valuation Period, adjusted upward to take
appropriate account of any dividends paid by the portfolio during the period.
Depending primarily on the investment experience of the underlying Fund
portfolio, an investment division's net investment return may be either positive
or negative during a Valuation Period.
14
<PAGE>
RATES OF RETURN. The following rates of return for the portfolios of the
Fund shown below reflect all charges against the available Fund portfolios. The
rates do not reflect proposed management fee revisions expected to take effect
August 1, 1997. If such revisions were reflected, the rates of return would be
lower in most cases. THEY DO NOT REPRESENT WHAT MAY HAPPEN IN THE FUTURE. IN
ADDITION, THERE ARE SIGNIFICANT CHARGES AGAINST THE SEPARATE ACCOUNT, PREMIUMS
AND THE CASH VALUE IN EACH CERTIFICATE THAT ARE NOT IMPOSED AGAINST THE
AVAILABLE FUND PORTFOLIOS AND ARE THEREFORE NOT REFLECTED. These charges, i.e.
charges against premiums, charges for mortality and expense risks, the
administration charge, and the cost of insurance (see "Charges and
Deductions--Premium Expense Charges," and "Monthly Deduction from Cash Value"),
significantly decrease the rates of return on a given Certificate. The rate of
return is computed for each portfolio by subtracting the net asset value per
share at the beginning of the period from the net asset value per share at the
end of the period, adjusting for dividends declared on that portfolio's shares
and dividing the result by the net asset value per share at the beginning of the
period. The resulting ratio is then annualized to obtain the Average Annual
Return shown. The annualization makes the assumption that the rate of return
does not vary from any one year period to another and takes into account the
effect of compounding.
Rates of return are useful for reviewing the effectiveness of Fund
management and for comparing the investment returns of the underlying Fund
portfolios. HOWEVER, FOR THE REASONS STATED ABOVE, NO OWNER SHOULD EXPECT TO
RECEIVE FUND RETURN. The hypothetical historical illustrations that appear below
demonstrate the effect on the underlying Fund portfolios' rates of return of all
charges against the separate account, premiums and the cash value in the policy
illustrated.
The first column shown for each investment division begins on the later of
the date the portfolio of the Fund in which it invests began operations and the
date the first registration statement relating to such portfolio was declared
effective by the Securities and Exchange Commission and ends on the date
indicated. Other periods shown begin on January 1st and end on December 31st of
the following year, except that the average annual return column is for the
entire period shown for the division in question. Thus the rates of return are
based on the actual historical experience of the available Fund portfolios. The
annual return for the GFM International Stock Portfolio was increased due to the
voluntary assumption by MetLife of certain expenses for the GFM International
Stock Portfolio of the Fund in 1993 (see "Management of the Fund" in the
prospectus for the Fund). This subsidization affected annual return only by
.01%. There was no subsidization in 1994, 1995 or 1996. No material is included
relating to the Loomis Sayles High Yield Bond investment division, T. Rowe Price
Small Cap Growth investment division, Janus Mid Cap investment division or
Scudder Global Equity investment division because the corresponding portfolios
of the Fund in which these investment divisions invest were added to the Fund on
March 3, 1997.
<TABLE>
<CAPTION>
6/24/83- 6/24/83- 12/31/83- 12/31/84- 12/31/85- 12/31/86- 12/31/87- 12/31/88-
12/31/96 12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/88
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
GROWTH....................... 457.89% (4.60%) 0.61% 34.80% 10.19% 5.67% 9.88% 39.96%
STATE STREET RESEARCH
INCOME....................... 295.20% 2.00% 13.83% 27.21% 19.58% (1.98%) 9.23% 13.42%
<CAPTION>
AVERAGE
12/31/89- 12/31/90- 12/31/91- 12/31/92- 12/31/93- 12/31/94- 12/31/95- ANNUAL
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 RETURN
--------- --------- --------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
GROWTH....................... (9.98%) 33.18% 11.57% 14.41% (3.75%) 34.49% 21.57% 13.56%
STATE STREET RESEARCH
INCOME....................... 9.98% 17.42% 6.90% 11.32% (3.32%) 19.70% 3.61% 10.70%
</TABLE>
<TABLE>
<CAPTION>
7/25/86- 7/25/86- 12/31/86- 12/31/87- 12/31/88-
12/31/96 12/31/86 12/31/87 12/31/88 12/31/89
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
DIVERSIFIED..................................................... 209.70% 3.40% 3.54% 8.88% 23.26%
<CAPTION>
AVERAGE
12/31/89- 12/31/90- 12/31/91- 12/31/92- 12/31/93- 12/31/94- 12/31/95- ANNUAL
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 RETURN
--------- --------- --------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
DIVERSIFIED.................. (0.89%) 24.94% 9.49% 12.79% (3.44%) 27.87% 14.16% 11.44%
</TABLE>
<TABLE>
<CAPTION>
4/29/88- 4/29/88- 12/31/88-
12/31/96 12/31/88 12/31/89
--------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
AGGRESSIVE GROWTH...................................................................... 280.64% 4.62% 33.11%
<CAPTION>
AVERAGE
12/31/89- 12/31/90- 12/31/91- 12/31/92- 12/31/93- 12/31/94- 12/31/95- ANNUAL
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 RETURN
--------- --------- --------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATE STREET RESEARCH
AGGRESSIVE GROWTH........... (11.35%) 66.46% 10.37% 22.66% (3.52%) 31.00% 8.26% 16.66%
</TABLE>
<TABLE>
<CAPTION>
5/1/90-
12/31/96
---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
METLIFE STOCK INDEX.............................................................................................. 164.49%
<CAPTION>
AVERAGE
5/1/90- 12/31/90- 12/31/91- 12/31/92- 12/31/93- 12/31/94- 12/31/95- ANNUAL
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 RETURN
--------- --------- --------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
METLIFE STOCK INDEX........... 1.95% 29.76% 7.44% 9.55% 1.15% 37.95% 21.74% 15.70%
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
5/1/91- 5/1/91- 12/31/91- 12/31/92- 12/31/93- 12/31/94- 12/31/95- ANNUAL
12/31/96 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 RETURN
--------- --------- --------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GFM INTERNATIONAL STOCK....... 35.88% (1.55%) (10.21%) 47.76% 4.45% 1.81% (2.17%) 5.56%
</TABLE>
15
<PAGE>
ILLUSTRATIONS. In order to demonstrate how the investment experience of
the available portfolios of the Fund would have affected the death benefit and
cash value of a Certificate, hypothetical illustrations showing the hypothetical
net return of each investment division are set forth below. These hypothetical
illustrations are based on the actual historical experience of the available
Fund portfolios as if the Separate Account had been in existence and a
Certificate had been issued on the dates indicated. They do not reflect proposed
Fund management fee revisions expected to take effect August 1, 1997. If such
revisions were reflected, the cash value and death benefit amounts would be
lower in most cases. THEY DO NOT REPRESENT WHAT MAY HAPPEN IN THE FUTURE.
The illustrations are based on the payment of monthly premiums of $100 for a
specified face amount of $100,000 for an individual aged 40. The illustrations
assume that no riders are in effect. The periods illustrated are based on the
rates of return for such periods set forth in "Rates of Return" above. The
illustrations assume no Certificate loans have been made; therefore cash
surrender values for the guaranteed illustrations would be $25 less than the
cash values shown due to the deduction of a surrender transaction charge, and
cash surrender values for the current illustrations would be equal to the cash
values shown because it is assumed that no surrender transaction charge is
deducted.
For each investment division, one illustration is based on the guaranteed
charge rates under a hypothetical representative standard Group Policy; the
other illustration is based as if the current charge rates were in effect during
the period illustrated that would be representative of such a Group Policy. The
actual maximum and current charge rates can be expected to vary from one Group
Policy to another (see "Charges and Deductions").
The guaranteed illustrations assume: (1) that the covered person is in a
rate class that has cost of insurance charges equal to 100% of the maximum rates
that could be charged based on the 1980 Commissioners Standard Ordinary
Mortality Table, Males, age last birthday ("1980 CSO Table"); (2) a $5.00 per
Certificate per month administration charge; (3) a .35% DAC tax charge; (4) a
2.5% premium tax rate; (5) a daily charge against the Separate Account for
mortality and expense risks equivalent to an effective annual rate of .90% of
the average daily value of the assets in the Separate Account attributable to
the Certificates; and (6) a surrender transaction charge of $25.
The current illustrations assume: (1) that the covered person is in a rate
class that has standardized cost of insurance charges equal as set forth in the
following table:
<TABLE>
<CAPTION>
MONTHLY CURRENT COST
OF INSURANCE RATE
- ---------------------------------------
RATE PER THOUSAND DOLLARS
AGE OF INSURANCE
- ---------- ---------------------------
<S> <C>
40 to 44 $ 0.17
45 to 49 $ 0.29
50 to 54 $ 0.48
55 to 59 $ 0.75
60 to 64 $ 1.17
65 to 69 $ 2.10
</TABLE>
(2) a $2.00 per Certificate per month administration charge; (3) a 0.35% DAC tax
charge; (4) a 2.5% premium tax rate; (5) a daily charge against the Separate
Account for mortality and expense risks equivalent to an effective annual rate
of .45% of the average daily value of the assets in the Separate Account
attributable to the Certificates; and (6) no surrender transaction charge.
These examples of Certificate performance are for a specific age, rate
class, and group mortality characteristics premium payment pattern and policy
anniversary as set forth above. The benefits are calculated for a specific
Certificate anniversary. The amount and timing of premium payments would affect
individual Certificate benefits as would any withdrawals or Certificate loans.
Performance may be shown for the systematic investment strategies made
available under the Certificates (see "Allocation of Premiums and Cash
Value--Systematic Investment Strategies"). Average annual return for each of the
systematic investment strategies may be calculated by presuming a certain dollar
value at the beginning of a period, and comparing this dollar value with the
dollar value, based on historical
16
<PAGE>
performance for the applicable investment divisions or the Fixed Account, at the
end of the period, expressed as a percentage. The average annual return in each
case will assume that no withdrawals have occurred and will not reflect charges
against premiums, cost of insurance or other monthly policy charges.
This Prospectus also contains illustrations based on assumed rates of
return. See "Illustrations Of Death Benefit, Cash Values And Accumulated
Premiums."
The following examples show how the hypothetical net return of the
investment division which invests in the corresponding portfolio of the Fund
would have affected benefits for a Certificate issued on the January 1
immediately following the effective date of such portfolio if that Certificate
imposed the charges and had the other characteristics discussed above under
"Illustrations." These examples assume that net premiums and related cash values
were in the applicable investment division for the entire period. No
illustrations are included relating to the Loomis Sayles High Yield Bond
investment division, T. Rowe Price Small Cap Growth investment division, Janus
Mid Cap investment division or Scudder Global Equity investment division because
the corresponding portfolios of the Fund in which these investment divisions
invest were added to the Fund on March 3, 1997.
STATE STREET RESEARCH GROWTH
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984................................................... $ 1,247 $ 973 $ 100,973
1985................................................... 3,080 2,395 102,395
1986................................................... 4,615 3,579 103,579
1987................................................... 5,950 4,602 104,602
1988................................................... 7,789 6,009 106,009
1989................................................... 12,302 9,297 109,297
1990................................................... 12,226 9,092 109,092
1991................................................... 17,685 12,980 112,980
1992................................................... 21,056 15,290 115,290
1993................................................... 25,370 18,260 118,260
1994................................................... 25,581 18,044 118,044
1995................................................... 35,803 24,816 124,816
1996................................................... 44,863 30,662 130,662
</TABLE>
STATE STREET RESEARCH GROWTH
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984................................................... $ 1,247 $ 818 $ 100,818
1985................................................... 3,080 1,978 101,978
1986................................................... 4,615 2,905 102,905
1987................................................... 5,950 3,668 103,668
1988................................................... 7,789 4,688 104,688
1989................................................... 12,302 7,238 107,238
1990................................................... 12,226 7,024 107,024
1991................................................... 17,685 9,914 109,914
1992................................................... 21,056 11,521 111,521
1993................................................... 25,370 13,552 113,552
1994................................................... 25,581 13,319 113,319
1995................................................... 35,803 18,150 118,150
1996................................................... 44,863 22,170 122,170
</TABLE>
17
<PAGE>
STATE STREET RESEARCH INCOME
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984................................................... $ 1,332 $ 1,038 $ 101,038
1985................................................... 3,091 2,403 102,403
1986................................................... 4,992 3,872 103,872
1987................................................... 6,101 4,720 104,720
1988................................................... 7,904 6,099 106,099
1989................................................... 10,252 7,735 107,735
1990................................................... 12,572 9,325 109,325
1991................................................... 16,096 11,781 111,781
1992................................................... 18,465 13,367 113,367
1993................................................... 21,809 15,642 115,642
1994................................................... 22,274 15,614 115,614
1995................................................... 27,978 19,225 119,225
1996................................................... 30,235 20,416 120,416
</TABLE>
STATE STREET RESEARCH INCOME
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1984................................................... $ 1,332 $ 873 $ 100,873
1985................................................... 3,091 1,985 101,985
1986................................................... 4,992 3,143 103,143
1987................................................... 6,101 3,757 103,757
1988................................................... 7,904 4,755 104,755
1989................................................... 10,252 6,020 106,020
1990................................................... 12,572 7,201 107,201
1991................................................... 16,096 8,991 108,991
1992................................................... 18,465 10,056 110,056
1993................................................... 21,809 11,573 111,573
1994................................................... 22,274 11,489 111,489
1995................................................... 27,978 14,004 114,004
1996................................................... 30,235 14,662 114,662
</TABLE>
18
<PAGE>
STATE STREET RESEARCH DIVERSIFIED
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1987................................................... $ 1,142 $ 890 $ 100,890
1988................................................... 2,486 1,934 101,934
1989................................................... 4,393 3,408 103,408
1990................................................... 5,570 4,311 104,311
1991................................................... 8,333 6,433 106,433
1992................................................... 10,419 7,866 107,866
1993................................................... 13,018 9,669 109,669
1994................................................... 13,744 10,069 110,069
1995................................................... 18,936 13,716 113,716
1996................................................... 22,918 16,446 116,446
</TABLE>
STATE STREET RESEARCH DIVERSIFIED
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1987................................................... $ 1,142 $ 749 $ 100,749
1988................................................... 2,486 1,595 101,595
1989................................................... 4,393 2,758 102,758
1990................................................... 5,570 3,418 103,418
1991................................................... 8,333 4,994 104,994
1992................................................... 10,419 6,099 106,099
1993................................................... 13,018 7,441 107,441
1994................................................... 13,744 7,659 107,659
1995................................................... 18,936 10,281 110,281
1996................................................... 22,918 12,128 112,128
</TABLE>
METLIFE STOCK INDEX
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ------------- -------------
<S> <C> <C> <C>
1991................................................... $ 1,357 $ 1,058 $ 101,058
1992................................................... 2,734 2,126 102,126
1993................................................... 4,249 3,297 103,297
1994................................................... 5,508 4,263 104,263
1995................................................... 9,020 6,962 106,962
1996................................................... 12,333 9,330 109,330
</TABLE>
19
<PAGE>
METLIFE STOCK INDEX
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C>
1991................................................... $ 1,357 $ 890 $ 100,890
1992................................................... 2,734 1,756 101,756
1993................................................... 4,249 2,670 102,670
1994................................................... 5,508 3,382 103,382
1995................................................... 9,020 5,412 105,412
1996................................................... 12,333 7,240 107,240
</TABLE>
STATE STREET RESEARCH AGGRESSIVE GROWTH
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
1989................................................... $ 1,338 $ 1,043 $ 101,043
1990................................................... 2,327 1,810 101,810
1991................................................... 5,437 4,218 104,218
1992................................................... 7,372 5,703 105,703
1993................................................... 10,389 8,014 108,014
1994................................................... 11,207 8,479 108,479
1995................................................... 16,018 11,939 111,939
1996................................................... 18,544 13,662 113,662
</TABLE>
STATE STREET RESEARCH AGGRESSIVE GROWTH
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ---------------- ------------- -------------
<S> <C> <C> <C>
1989................................................... $ 1,338 $ 877 $ 100,877
1990................................................... 2,327 1,493 101,493
1991................................................... 5,437 3,416 103,416
1992................................................... 7,372 4,536 104,536
1993................................................... 10,389 6,261 106,261
1994................................................... 11,207 6,608 106,608
1995................................................... 16,018 9,237 109,237
1996................................................... 18,544 10,464 110,464
</TABLE>
20
<PAGE>
GFM INTERNATIONAL STOCK
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C>
1992................................................... $ 1,143 $ 891 $ 100,891
1993................................................... 3,110 2,419 102,419
1994................................................... 4,400 3,413 103,413
1995................................................... 5,729 4,433 104,433
1996................................................... 6,791 5,242 105,242
</TABLE>
GFM INTERNATIONAL STOCK
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
CERTIFICATE YEAR ENDING AT FUND
ON DECEMBER 31ST OF RATES OF RETURN CASH VALUE DEATH BENEFIT
- ------------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C>
1992................................................... $ 1,143 $ 750 $ 100,750
1993................................................... 3,110 1,998 101,998
1994................................................... 4,400 2,770 102,770
1995................................................... 5,729 3,523 103,523
1996................................................... 6,791 4,074 104,074
</TABLE>
From time to time the Separate Account may advertise its performance ranking
information among similar investments as compiled by Lipper Analytical Services
Inc., Morningstar, Inc. and other independent organizations.
From time to time the Separate Account may compare the performance of its
investment divisions with the performance of common stocks, long-term government
bonds, long-term corporate bonds, intermediate-term government bonds, Treasury
Bills, certificates of deposit and savings accounts. The Separate Account may
use the Consumer Price Index in its advertisements as a measure of inflation for
comparison purposes.
BENEFIT AT FINAL DATE
If the covered person is living, MetLife will pay to the Owner the cash
value of the Certificate on the Final Date, reduced by any outstanding
indebtedness (see "Certificate Benefits--Cash Value"). The Final Date of a
Certificate is the Certificate anniversary on which the covered person is 95 or
later, if so requested by the Owner and permitted by law (see "Federal Tax
Matters").
OPTIONAL INCOME PLANS
During the covered person's lifetime, the Owner may arrange for the cash
surrender value to be paid in a single sum, in an account that earns interest or
under one or more of the available optional income plans. For more specifics
regarding optional income plans, see the Appendix to Prospectus. These choices
are also available at the Final Date. If no election is made, MetLife will place
the amount in an account that earns interest. The payee will have immediate
access to all or any part of the account.
When the insurance proceeds are payable in a single sum, the beneficiary
may, within one year of the covered person's death, select one or more of the
optional income plans, if no payments have yet been made. If the insurance
proceeds become payable under an optional income plan and the beneficiary has
the right to withdraw the entire amount, the beneficiary may name and change
contingent beneficiaries.
OPTIONAL INSURANCE BENEFITS
Subject to certain requirements, one or more of the optional insurance
benefits described in the Appendix to Prospectus, may be included with a
Certificate by rider. The cost of any optional insurance benefits will be
deducted as part of the monthly deduction (see "Charges and Deductions--Monthly
Deduction From Cash Value"). See the Appendix to Prospectus, for a discussion of
how certain riders affect the benefits and the exercise of certain rights under
the Certificate.
21
<PAGE>
PAYMENT AND ALLOCATION OF PREMIUMS
ISSUANCE OF A CERTIFICATE
Certificates will only be offered to eligible employees, and their spouses
when provided by the participating entity. Individuals wishing to purchase a
Certificate must complete an enrollment form which must be received in good
order by the Administrative Office before a Certificate will be issued or any
investment return will commence thereunder. A Certificate will not be issued
with a specified face amount less than the Minimum Specified Face Amount.
Acceptance is subject to MetLife's underwriting rules. MetLife reserves the
right to reject an enrollment for any reason permitted by law.
PREMIUMS
The Owner is not required to pay any specific amount of premiums. MOREOVER
THE PAYMENT OF PREMIUMS WILL NOT GUARANTEE THAT THE CERTIFICATE REMAINS IN
FORCE. Instead, the duration of the Certificate while the Group Policy is in
force depends upon the Certificate's cash surrender value (see "Certificate
Termination and Reinstatement While the Group Policy is in
Effect--Termination").
Premiums will be paid through payroll deduction, where provided by the
participating entity. A participating entity may limit the availability of
payroll deduction to employees who contribute a minimum monthly amount specified
by the participating entity. A participating entity may remit payroll deductions
to MetLife as much as 30 days after the deduction is made. If there is no
payroll deduction available, an Owner may elect to pay the premium quarterly or
annually.
Subject to the minimum and maximum premium limitations described below, an
Owner may make unscheduled premium payments at any time in any amount. The
Certificate, therefore, provides the Owner with the flexibility to vary the
frequency and amount of premium payments to reflect changing financial
conditions.
During the first Group Policy year, the portion of the first premium payment
under each Certificate allocated to investment divisions of the Separate Account
will be allocated to the Fixed Account from the Investment Start Date until the
Allocation Date as discussed in detail under "Allocation of Net Premiums,"
below. Thereafter, the portion of a premium payment allocated to the investment
divisions of the Separate Account under such Certificates and any portion of
premium payments allocated to the investment divisions of the Separate Account
under Certificates issued after the first Group Policy year are credited to the
Separate Account as of the Date of Receipt of the premium payment, together with
any necessary allocation instructions in good order from the participating
entity. The portion of each premium payment under each Certificate allocated to
the Fixed Account is credited to the Fixed Account as of the Date of Receipt.
PREMIUM LIMITATIONS. The Certificate will terminate after a grace period
commencing on a monthly anniversary when the cash surrender value is
insufficient to pay the monthly deduction on that date. Except as described
below, the total of all premiums paid, both planned and unplanned, can never
exceed the then current maximum premium limitation determined by Internal
Revenue Code rules relating to the definition of life insurance. If at any time
a premium is paid that would result in total premiums exceeding the then current
maximum premium limitations, MetLife will accept only that portion of the
premium that will make total premiums equal the limit. Any part of the premium
in excess of that amount will be refunded, and no further premiums will be
accepted until allowed by the maximum premium limitations. These limitations
will not apply to any premium that is required to be paid in order to prevent
the Certificate from terminating.
There may be cases where the total of all premiums paid could cause the
Certificate to be classified as a modified endowment contract (see "Federal Tax
Matters"). The annual statement (see "Reports") sent to each Owner will include
information regarding the modified endowment contract status of a Certificate.
In cases where a Certificate is not an irrevocable modified endowment contract,
the annual statement will indicate what action the Certificate owner can take to
reverse the modified endowment contract status of the Certificate.
22
<PAGE>
The first premium may not be less than the planned periodic premium. Every
unplanned premium payment must be at least $100. Premium payments less than
these minimum amounts will be refunded to the Owner. These minimum premium
limits can be changed by MetLife. No increase will take effect until 90 days
after notice is sent to the Owner.
ALLOCATION OF PREMIUMS AND CASH VALUE
NET PREMIUMS. The net premium equals the premium paid less premium expense
charges (see "Charges and Deductions--Premium Expense Charges").
ALLOCATION OF NET PREMIUMS. In the enrollment form for a Certificate, the
Owner indicates the initial allocation of net premiums among the Fixed Account
and the investment divisions of the Separate Account. In some cases, the
participating entity retains the right to allocate the portion of any net
premiums it pays rather than the Owner pays among the Fixed Account and the
investment divisions of the Separate Account unless and until the covered person
retires, as determined by the participating entity (if the covered person is
employed by the participating entity), or the Certificate becomes portable. The
Certificate includes a description of the Owner's right to allocate net
premiums. The minimum percentage of each premium that may be allocated to the
Fixed Account or any investment division of the Separate Account is 10%.
Allocation percentages must be in whole numbers; for example, 33 1/3% may not be
chosen. The Owner may change the allocation of future net premiums without
charge at any time by providing MetLife with written notification at the
Administrative Office. The change will be effective as of the Date of Receipt of
the notice at the Administrative Office.
A newly-issued Certificate is credited with an investment return commencing
with the date the first premium for that Certificate is received, or, if later,
the Date of Certificate. With one exception, the investment return that
commences on this "Investment Start Date" is based on the allocation among the
Fixed Account and the investment divisions of the Separate Account selected by
the Owner (or, to the extent mentioned in the preceding paragraph, the
participating entity). The one exception is for Certificates that are issued
during the first year that the related Group Policy has been in effect. For
those Certificates, the initial premium payments allocated to the investment
division of the Separate Account will be allocated to and earn the current
interest rate in the Fixed Account during the 20 day period of time from the
Investment Start Date to the Allocation Date. Thereafter, the investment return
is based on the investment allocation selected by the Owner or participating
entity as mentioned above.
The Certificate's cash value in the investment divisions of the Separate
Account will vary with the investment experience of these investment divisions,
and the Owner bears this investment risk. Owners should periodically review
their allocations of net premiums and cash values in light of market conditions
and their overall financial planning requirements.
CASH VALUE TRANSFERS. Except as described below, on and after the
Allocation Date the Owner may transfer cash value among the Fixed Account and
investment divisions of the Separate Account. In some cases, the participating
entity may retain the right to transfer the portion of any cash value
attributable to net premiums it pays rather than the Owner pays among the Fixed
Account and the investment divisions of the Separate Account unless and until
the covered person retires, as determined by the participating entity (if the
covered person is employed by the participating entity) or the Owner's
Certificate becomes portable. In addition, in some cases, the maximum amount
that may be transferred from the Fixed Account in any Certificate year is the
greater of $200 or 25% of the largest amount in the Fixed Account over the last
four Certificate years, or, if the Certificate has been in effect for less than
that period, since the Certificate date. This limit does not apply to a full
surrender, to any loans taken or to any transfers made under a systematic
investment strategy (see "Systematic Investment Strategies").The Certificate
includes a description of the Owner's cash value transfer rights. There is no
charge for transfers.
A transfer must be made in either dollar amounts or a percentage in whole
numbers. The minimum amount that may be transferred is the lesser of $200 or the
total amount in an investment division or, if the transfer is from the Fixed
Account, the total amount in the Fixed Account. Transferring cash value from one
or more investment divisions and/or the Fixed Account into one or more other
investment divisions and/or the
23
<PAGE>
Fixed Account counts as one transfer. MetLife will effectuate transfers and
determine all values in connection with transfers as of the Date of Receipt of
written notice at the Administrative Office, except in the limited circumstances
described under "Other Certificate Provisions--Payment Deferment," and "The
Fixed Account--Death Benefit Transfer, Withdrawal, Surrender and Certificate
Loan Rights."
Transfers are not taxable transactions under current law. Transfer requests
must be in writing in a form acceptable to MetLife, or in another form of
communication acceptable to MetLife.
MetLife reserves the right, if permitted by state law, to allow Owners to
make transfer requests by telephone. If MetLife decides to permit this transfer
procedure, and an Owner elects to participate in the transfer procedure, the
following will apply: the Owner will authorize MetLife to act upon the telephone
instructions of any person purporting to be the Owner, assuming MetLife's
procedures have been followed, to make transfers both from amounts in the
Certificate's Fixed Account and in the Separate Account. MetLife will institute
reasonable procedures to confirm that any instructions communicated by telephone
are genuine. All telephone calls will be recorded, and the Owner will be asked
to produce the Owner's personalized data prior to MetLife initiating any
transfer requests by telephone. Additionally, as with other transactions, the
Owner will receive a written confirmation of any such transfer. Neither MetLife
nor the Separate Account will be liable for any loss, expense or cost arising
out of any requests that MetLife or the Separate Account reasonably believe to
be genuine. In the event that these transfer procedures are instituted and in
the further event that an Owner who has elected to use such procedures
encounters difficulty with them, such Owner should make the request to the
Administrative Office.
SYSTEMATIC INVESTMENT STRATEGIES. For certain groups, MetLife may permit
the Owner to submit a written authorization directing MetLife to make transfers
on a continuing periodic basis from one investment division to another or to the
Fixed Account. The participating entity will be able to inform its employees
whether these investment strategies are available. MetLife currently offers four
such investment strategies: the "Equity Generator," the "Equalizer," the
"Allocator" and the "Rebalancer." Only one of these systematic investment
strategies may be in effect at any one time. The Owner may submit a written
request electing a strategy or directing MetLife to cancel a systematic
investment strategy at any time. The election of any systematic investment
strategy in connection with a Certificate's initial purchase will become
effective on the later of the Allocation Date and the end of the free look
period.
Under the "Equity Generator," Owners may have the interest earned on amounts
in the Fixed Account transferred to the MetLife Stock Index investment division
or the State Street Research Aggressive Growth investment division, as elected
by the Owners. Any such transfer from the Fixed Account to the MetLife Stock
Index investment division or the State Street Research Aggressive Growth
investment division, as applicable, will be made at the beginning of each
Certificate month following the Certificate month in which the interest is
earned. The transfer will only be made for a month during which at least $20.00
in interest is earned. Amounts earned during a month in which less than $20.00
in interest is earned will remain in the Fixed Account.
Under the "Equalizer," at the end of a calendar quarter, a transfer is made
from the MetLife Stock Index investment division or the State Street Research
Aggressive Growth investment division, as elected by the Owner, to the Fixed
Account or from the Fixed Account to such elected investment division in order
to make the Fixed Account and such elected investment division equal in value.
While the "Equalizer" is in effect, any cash value transfer out of such elected
investment division that is not part of this systematic investment strategy will
automatically terminate the "Equalizer" election. The Owner may then reelect the
"Equalizer" strategy commencing on the next Certificate anniversary.
Under the "Allocator," at the beginning of each Certificate month, an amount
designated by the Owner is transferred from the Fixed Account to any investment
division(s) specified by the Owner. The Owner may choose to do this in one of
the following three ways: (1) designating an amount to be transferred from the
Fixed Account each month until amounts in that investment division are
exhausted; (2) designating an amount to be transferred from the Fixed Account
for a certain number of months; or (3) designating a total amount to be
transferred from the Fixed Account in equal monthly installments over a certain
number of months. The Owner's designations must allow the "Allocator" to remain
in effect for at least three months.
24
<PAGE>
Under the "Rebalancer," Owners may elect the periodic redistribution of cash
value so that the cash value is allocated among the Fixed Account and the
investment divisions of the Separate Account in the same proportion as the net
premiums are allocated. MetLife will redistribute the cash value at the
beginning of each calendar quarter.
TERMINATION OF PARTICIPATING ENTITY PARTICIPATION IN THE GROUP POLICY
Participation in the Group Policy will terminate if the participating entity
decides to terminate its participation in the Group Policy. In addition, MetLife
may also terminate the participating entity's participation in the Group Policy
if during any twelve month period, the aggregate specified face amount for all
Owners under the Group Policy or the number of Certificates falls by certain
amounts or below the minimum permissible levels established by MetLife and set
forth in the Certificate or if the participating entity makes available to
employees another life insurance product. Both the participating entity and
MetLife must provide ninety days' written notice to the other as well to the
Owners before terminating participation in the Group Policy. Termination of
participation in the Group Policy means that the participating entity will no
longer remit premiums to MetLife through payroll deduction and that no new
Certificates will be issued under the participating entity's group. Owners of
portable Certificates as defined in the Certificate as of the Certificate
monthly anniversary next following the termination of the participating entity's
participation in the Group Policy and Owners who exercised the paid-up
Certificate provision as of a date not later than the last Certificate monthly
anniversary immediately prior to notice of termination being sent to Owners will
remain Owners of the Certificates.
EFFECT OF TERMINATION OF GROUP POLICY PARTICIPATION ON OWNERS
A Termination by the participating entity or MetLife of the participating
entity's participation in the Group Policy will not affect Owners whose
Certificates have become portable or who have exercised their paid-up
Certificate option by dates specified in the preceding paragraph. For all other
Owners, the following applies:
If the participating entity replaces the Group Policy with another life
insurance product that accumulates cash value, Certificates will be terminated
and cash surrender values of each Owner will be transferred to the other life
insurance product. If the Owner does not elect to be covered under the new
product or if the new product does not provide coverage for the Owner, the
Certificate's cash surrender value will be transferred to the Owner.
If the participating entity replaces the Group Policy with a life insurance
product that does not accumulate cash value, Certificates will be terminated and
Owners will receive their cash surrender value. In this case and in any other
case where Owners receive their cash surrender value, Owners may purchase an
annuity product from MetLife instead.
If the participating entity does not replace the Group Policy with another
life insurance product, then, depending on the terms of the Certificate, Owners
may have the option of electing to become Owners of portable Certificates or
Owners of paid-up Certificates, or Owners may have the option of electing the
standard conversion rights set forth in the Certificate or receiving the cash
surrender value of their Certificates.
If an Owner becomes the Owner of a portable Certificate, the current cost of
insurance may change but will never be higher than the guaranteed cost of
insurance. If an Owner elects the standard conversion rights, insurance provided
will be substantially less (and in some cases nominal) than the insurance
provided under the Certificate. The Owner will receive any cash surrender value
not used to purchase such standard conversion right.
CERTIFICATE TERMINATION AND REINSTATEMENT WHILE THE GROUP POLICY IS IN EFFECT
TERMINATION. If the cash surrender value on any monthly anniversary is
insufficient to cover the monthly deduction, MetLife will notify the Owner and
any assignee of record of that shortfall. The Owner will then have a grace
period of the greater of 61 days, measured from the Certificate monthly
anniversary, or 30 days after the date notice is mailed, to make sufficient
payment. Failure to make a sufficient payment within the grace period will
result in termination of the Certificate without any cash surrender value. If
the covered person dies during the grace period, the insurance proceeds will
still be payable, but any accrued and unpaid monthly deductions will be deducted
from the proceeds.
25
<PAGE>
REINSTATEMENT. Unless the Group Policy is terminated and the Owner would
not have been permitted to retain the Certificate on a portable or paid-up basis
(see "Effect of Termination of Group Policy Participation on Owners"), a
terminated Certificate may be reinstated any time within 3 years (or longer
where required by state law) after the end of the grace period and before the
Final Date by submitting the following items to MetLife: (1) a written request
for reinstatement; (2) evidence of insurability satisfactory to MetLife; and (3)
a premium that, after the deduction of the premium expense charges (see "Charges
and Deductions--Premium Expense Charges"), is large enough to cover the monthly
deductions through the end of the grace period and for at least the two
Certificate months commencing with the effective date of reinstatement.
Indebtedness on the date of termination will be cancelled and need not be
repaid, but may be reinstated. The amount of cash surrender value on the date of
reinstatement will be determined in the manner set forth in the Certificate.
The date of reinstatement will be the monthly anniversary on or next
following the date of approval of the request. The terms of the original
Certificate, including the insurance rates provided therein, will apply to the
reinstated Certificate. A reinstated Certificate is subject to a new period of
contestability (see "Other Certificate Provisions--Incontestability").
CHARGES AND DEDUCTIONS
To the extent discussed in this section, the charges under the Certificates
for one Group may differ from those for any other group. Because of the
methodology for establishing the mix of charges and product features in the
context of the particular circumstances of each Group, the Certificates issued
in connection with each group are deemed to be a separate class or series.
PREMIUM EXPENSE CHARGES
TAX CHARGES. Two charges are currently made for taxes related to premiums.
These taxes include any federal, state or local taxes measured by or based on
the amount of premiums received by MetLife. A charge of .35% of each premium
payment is made to compensate MetLife for its increased federal income tax
burden under the Internal Revenue Code resulting from the receipt of premiums.
An additional charge is made for state premium taxes. Premium taxes vary from
state to state, and may be zero in some cases. One rate will be charged for each
group. The initial charge for each group will be an estimate of anticipated
taxes to be incurred on behalf of each Group Policy during the first Group
Policy year. For each Group Policy year after the first Group Policy year, the
state premium tax charge will be based on anticipated taxes taking into account
actual state and local premium taxes incurred on behalf of each Group Policy in
the prior year and known factors affecting the coming year's taxes. This charge
may vary based on changes in the law or changes in the residences of the Owners.
This charge may vary from 0 to 5% of premium. MetLife will waive state premium
taxes for Internal Revenue Code section 1035 exchanges from any other policy to
a Certificate. MetLife will waive the DAC tax charge for Internal Revenue Code
section 1035 exchanges from another MetLife policy to a Certificate. MetLife
does not anticipate making a profit on this charge.
MONTHLY DEDUCTION FROM CASH VALUE
The monthly deduction from cash value includes the cost of insurance charge,
the charge for optional insurance benefits added by rider (see "Certificate
Benefits--Optional Insurance Benefits"), and the administration charges. The
cost of insurance charge, and the administration charges are discussed
separately in the paragraphs that follow. The charges that comprise the monthly
deduction can vary depending upon the Group Policy under which an Owner's
Certificate is issued. The Certificate describes the charges applicable to each
Owner.
The monthly deduction accrues on each monthly anniversary commencing with
the Date of Certificate; however, the actual deduction may be made up to 45 days
after each such monthly anniversary. It will be allocated among the Fixed
Account and each investment division of the Separate Account on a Pro Rata
Basis. See "Payment and Allocation of Premiums--Issuance of a Certificate"
regarding when insurance coverage starts under a newly issued Certificate.
26
<PAGE>
COST OF INSURANCE. Because the cost of insurance depends upon a number of
variables, it can vary from month to month. MetLife will determine the monthly
cost of insurance charge by multiplying the applicable cost of insurance rate or
rates by the insurance amount for each Certificate month. The insurance amount
for a Certificate month is (a) the death benefit at the beginning of the
Certificate month, less (b) the cash value at the beginning of the Certificate
month.
The insurance amount will be affected by changes in the specified face
amount of the Certificate (see "Certificate Benefits--Death Benefits"). The
insurance amount and therefore the cost of insurance will be greater if the
specified face amount is increased. If the minimum death benefit is in effect
(see "Death Benefit--Minimum Death Benefit"), then the cost of insurance will
vary directly with the cash value.
COST OF INSURANCE RATE. Cost of insurance rates are based on the age and
rate class of the covered person and group mortality characteristics, the
particular characteristics (such as the rate class structure, the degree of
stability in the charges sought by the participating entity and portability
features) under the Group Policy that are agreed to by MetLife and the
participating entity, and the amount of any surplus or reserves to be
transferred to MetLife from any previous insurer or from another MetLife policy
(see "Other Certificate Provisions--Dividends"). The actual monthly cost of
insurance rates will be based on MetLife's expectations as to future experience.
They will not, however, be greater than the guaranteed maximum cost of insurance
rates set forth in the Certificate. These guaranteed rates may be up to 150% of
the maximum rates that could be charged based on the 1980 CSO Table. The maximum
guaranteed rates may be higher than the 1980 CSO Table because MetLife uses
simplified underwriting and guaranteed issue procedures whereby the covered
person may not be required to submit to a medical or paramedical examination,
and may provide coverage to groups that present substandard risk characteristics
according to underwriting criteria. Under certain circumstances a covered person
may be required to submit to a medical or paramedical examination. The current
cost of insurance rates for most groups are lower than 100% of the 1980 CSO
Table. Any change in the cost of insurance rates will apply to all persons of
the same insuring age, rate class and group. MetLife reviews its cost of
insurance rates annually and adjusts the rates from time to time based on
several factors including the number of Certificates in force for each group,
the number of Certificates in the group surrendered or becoming portable during
the period and the actual experience of the group.
RATE CLASS. The rate class of a covered person affects the cost of
insurance rate. MetLife and the participating entity will agree to the number of
classes and characteristics of each class. The classes may vary by smokers and
nonsmokers, active and retired status, Owners of portable Certificates and other
Owners, and/or any other nondiscriminatory classes agreed to by the
participating entity. Where smoker and non-smoker divisions are provided, a
covered person who is in the non-smoker division of a rate class will have a
lower cost of insurance than a covered person in the smoker division of the same
rate class, even if each covered person has an identical Certificate.
ADMINISTRATION CHARGE. The administration charge is a charge which may be
up to $5.00 per Certificate per month as specified in the Certificate. The
Certificate will describe the administration charge applicable to each Owner.
This charge will be used to compensate MetLife for expenses incurred in the
administration of the Certificate as a group variable universal life
certificate. These expenses include the cost of processing enrollments,
determining insurability, and establishing and maintaining Certificate records.
Differences in the administration charge rates applicable to different Group
Policies will be determined by MetLife based on expected differences in the
administrative costs under the Certificates or in the amount of revenues that
MetLife expects to derive from the charge. Such differences may result, for
example, from features under each Group Policy that are agreed to by MetLife and
the participating entity; the extent to which certain administrative functions
in connection with the Group Policy are to be performed by MetLife or by the
participating entity; and the expected average Certificate size.
CHARGES AGAINST THE SEPARATE ACCOUNT
CHARGE FOR MORTALITY AND EXPENSE RISKS. A daily charge is made against the
Separate Account for mortality and expense risks assumed by MetLife. The amount
of the charge is equivalent to an effective annual
27
<PAGE>
rate of at least .45% and is guaranteed not to exceed an effective annual rate
of .90% of the average daily value of the assets in the Separate Account which
are attributable to the Policies. MetLife reserves the right, if permitted by
applicable law, to change the structure of mortality and expense risk charge so
that it is charged on a monthly basis as a percentage of cash value attributable
to the Separate Account or so that it is charged as a component of the monthly
deduction.
The mortality risk assumed is that covered persons may live for a shorter
period of time than estimated and, thus, a greater amount of death benefits than
expected will be payable. The expense risk assumed is that expenses incurred in
issuing and administering the Certificates will be greater than estimated.
MetLife will realize a gain if the charges prove ultimately to be more than
sufficient to cover the actual costs of such mortality and expense commitments.
If the charges are not sufficient, the loss will fall on MetLife. If its
estimates of future mortality and expense experience are accurate, MetLife
anticipates that it will realize a profit from the mortality and expense risk
charge; however if such estimates are inaccurate, MetLife could incur a loss.
Differences in the mortality and expense risk charge rates applicable to
different Group Policies will be determined by MetLife based on differences in
the levels of mortality and expense risks under those Policies. Differences in
mortality and expense risk arise principally from the fact that (a) the factors
discussed above under "Monthly Deduction From Cash Value" on which the cost of
insurance and administration charges are based are more uncertain in some cases
than in others and (b) MetLife's ability to recover any unexpected mortality and
administrative expense costs from the cost of insurance and administration
charges will also vary from case to case depending on the maximum rates for such
charges agreed upon by MetLife and the participating entity. MetLife will
determine cost of insurance, administration, and mortality and expense risk
charge rates pursuant to its established actuarial procedures, and in doing so
MetLife will not discriminate unreasonably or unfairly against Owners of
Certificates under any Group Policy.
CHARGE FOR INCOME TAXES. Currently, no charge is made against the Separate
Account for income taxes. However, MetLife may decide to make such a charge in
the future (see "Federal Tax Matters").
GUARANTEE OF CERTAIN CHARGES
MetLife guarantees, and may not increase the rates specified in the
Certificate for the following charges: the charge for the estimated cost of
Federal income tax treatment of deferred acquisition costs, apart from any
change in the law; the maximum cost of insurance charge; the maximum
administration charge; and the maximum charge for mortality and expense risks
with respect to the Certificates.
OTHER CHARGES
FUND INVESTMENT MANAGEMENT FEE AND EXPENSES. Shares of the Fund are
purchased for the Separate Account at their net asset value, which reflects Fund
fees and expenses as described more fully under "What are Separate Account UL,
the Fixed Account and the Metropolitan Series Fund?" and in the attached
prospectus for the Fund.
The Certificates do not impose any charges for sales expenses. Such expenses
will be paid from other sources, including any excess accumulated charges for
mortality and expense risks under the Certificates, any other gains attributable
to operations with respect to the Certificates and MetLife's general assets and
surplus.
ILLUSTRATIONS OF DEATH BENEFIT, CASH VALUES AND ACCUMULATED PREMIUMS
The tables in this section illustrate the way in which a Certificate's death
benefit and cash value could vary over an extended period of time assuming that
all premiums are allocated to and remain in the Separate Account for the entire
period shown and hypothetical gross investment rates of return for the Fund
(i.e., investment income and capital gains and losses, realized or unrealized)
equivalent to constant gross (after tax) annual rates of 0%, 6% and 12%. The
tables are based on the payment of monthly premiums (see "Premiums--Premium
Limitations"), for a specified face amount of $100,000 for an individual who is
age 40. The illustrations assume no Certificate loans have been made; therefore
cash surrender values for the
28
<PAGE>
guaranteed illustrations would be $25 less than the cash values shown due to the
deduction of a surrender transaction charge, and cash surrender values for the
current illustrations would be equal to the cash values shown because it is
assumed that no surrender transaction charge is deducted.
The guaranteed illustrations assume: (1) that the covered person is in a
rate class that has maximum guaranteed cost of insurance charges equal to 100%
of the maximum rates that could be charged based on the 1980 CSO Table; (2) a
$5.00 per Certificate per month administration charge; (3) a .35% DAC tax
charge; (4) a 2.5% premium tax rate; (5) a daily charge against the Separate
Account for mortality and expense risks equivalent to an effective annual rate
of .90% of the average daily value of the assets in the Separate Account
attributable to the Certificates; and (6) a surrender transaction charge of $25.
The current illustrations assume: (1) that the covered person is in a rate
class that does not distinguish between smoker and nonsmoker and has current
standardized cost of insurance charges as set forth in the following table:
<TABLE>
<CAPTION>
MONTHLY CURRENT COST
OF INSURANCE RATE
- ---------------------------------------
RATE PER THOUSAND DOLLARS
AGE OF INSURANCE
- ---------- ---------------------------
<S> <C>
40 to 44 $ 0.17
45 to 49 $ 0.29
50 to 54 $ 0.48
55 to 59 $ 0.75
60 to 64 $ 1.17
65 to 69 $ 2.10
</TABLE>
Comparable illustrations for a covered person in MetLife's standard smoker
underwriting risk classification or in a substandard risk classification would
show lower cash values and, therefore, a lower death benefit. Conversely,
comparable illustrations for a covered person in MetLife's standard nonsmoker
underwriting risk classification would show higher cash values and cash
surrender values and, therefore, a higher death benefit; (2) a $2.00 per
Certificate per month administration charge; (3) a .35% DAC tax charge; (4) a
2.5% premium tax rate; (5) a daily charge against the Separate Account for
mortality and expense risks equivalent to an effective annual rate of .45% of
the average daily value of the assets in the Separate Account attributable to
the Certificates; and (6) no surrender transaction charge.
The amounts shown for the death benefits and cash values also take into
account the daily charge to the Fund for investment management services
equivalent to an annual rate of .54% of the average daily value of the aggregate
net assets of the available Fund portfolios (an average of the rates for the ten
available portfolios of the Fund) and .13% for other direct expenses of the
available Fund portfolios (the average of the expenses indicated in the chart of
"Metropolitan Series Fund Annual Expenses" under "What are Separate Account UL,
the Fixed Account, and the Metropolitan Series Fund?"). The amounts do not
reflect proposed management fee revisions expected to take effect August 1,
1997. If such revisions were reflected, the death benefits and cash values
amounts would be lower. Taking account of the charges for investment management
services, other Fund expenses and the current charge for mortality and expense
risks, the gross annual investment rates of return of 0%, 6% and 12% correspond
to actual (or net) annual rates of: -1.12%, 4.86% and 10.83%, respectively. With
the guaranteed charges, the gross annual investment rates of return of 0%, 6%
and 12% correspond to actual (or net) annual rates of: -1.56%, 4.39% and 10.33%,
respectively.
The guaranteed maximum charge illustration is based on rates charged under a
hypothetical representative standard Group Policy; the current charge
illustrations are based on rates that would be representative of such a Group
Policy (see "Monthly Deduction From Cash Value--Cost of Insurance Rate"). The
actual maximum current charge rates can be expected to vary from one Group
Policy to another.
The second column of the tables shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn interest,
after taxes, at 5% compounded annually.
Upon request, MetLife will furnish an illustration reflecting the proposed
covered person's age, Certificate charges, the specified face amount or premium
amount requested, frequency of premium payments, and any available rider
requested.
29
<PAGE>
GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
GUARANTEED CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF
CERTIFICATE INTEREST --------------------------------- ---------------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ------------------------------ ----------- --------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1............................ $ 1,232 $ 784 $ 809 $ 834 $100,784 $100,809 $100,834
2............................ 2,526 1,529 1,626 1,726 101,529 101,626 101,726
3............................ 3,885 2,232 2,449 2,678 102,232 102,449 102,678
4............................ 5,311 2,894 3,275 3,696 102,894 103,275 103,696
5............................ 6,809 3,511 4,102 4,783 103,511 104,102 104,783
6............................ 8,382 4,083 4,929 5,944 104,083 104,929 105,944
7............................ 10,033 4,606 5,752 7,183 104,606 105,752 107,183
8............................ 11,767 5,081 6,568 8,507 105,081 106,568 108,507
9............................ 13,588 5,505 7,375 9,921 105,505 107,375 109,921
10........................... 15,499 5,873 8,167 11,429 105,873 108,167 111,429
15........................... 26,590 6,669 11,615 20,472 106,669 111,615 120,472
20........................... 40,746 5,122 13,257 32,230 105,122 113,257 132,230
25........................... 58,812 158 11,234 46,801 100,158 111,234 146,801
30........................... 81,870 0(3) 2,087 62,987 0(3) 102,087 162,987
</TABLE>
- ---------
(1) Assumes monthly payments of $100 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.
(2) Assumes no loan or partial withdrawal has been made. Excessive loans or
withdrawals, adverse investment performance or insufficient premium payments
may cause the Certificate to terminate because of insufficient cash value.
(3) Zero value in cash value, cash surrender value and death benefit indicate
termination of insurance coverage in the absence of a sufficient additional
premium payment; see "Payment and Allocation of Premiums--Termination," for
further details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF
FACTORS, INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER
AND DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT,
CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6%
AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CERTIFICATE YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR CASH
VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY
METLIFE OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
30
<PAGE>
GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE(1)
ISSUE AGE 40
SPECIFIED FACE AMOUNT: $100,000
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF AT 5% RATES OF RETURN OF RATES OF RETURN OF
CERTIFICATE INTEREST ----------------------------- --------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ------------------------------ ----------- --------- ------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1............................ $ 1,232 $ 932 $ 962 $ 992 $100,932 $100,962 $100,992
2............................ 2,526 1,854 1,971 2,091 101,854 101,971 102,091
3............................ 3,885 2,765 3,029 3,310 102,765 103,029 103,310
4............................ 5,311 3,667 4,139 4,660 103,667 104,139 104,660
5............................ 6,809 4,558 5,302 6,157 104,558 105,302 106,157
6............................ 8,382 5,296 6,374 7,663 105,296 106,374 107,663
7............................ 10,033 6,026 7,498 9,333 106,026 107,498 109,333
8............................ 11,767 6,747 8,677 11,183 106,747 108,677 111,183
9............................ 13,588 7,461 9,913 13,234 107,461 109,913 113,234
10........................... 15,499 8,167 11,209 15,507 108,167 111,209 115,507
15........................... 26,590 10,471 17,408 29,646 110,471 117,408 129,646
20........................... 40,746 11,075 23,434 51,161 111,075 123,434 151,161
25........................... 58,812 9,196 28,222 83,831 109,196 128,222 183,831
30........................... 81,870 1,996 27,983 131,136 101,996 127,983 231,136
</TABLE>
- ---------
(1) Assumes monthly payments of $100 paid at the beginning of each Certificate
month. The values would vary from those shown if the amount or frequency of
payments varies.
(2) Assumes no loan or partial withdrawal has been made. Excessive loans or
withdrawals, adverse investment performance or insufficient premium payments
may cause the Certificate to terminate because of insufficient cash value.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF
FACTORS, INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER
AND DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT,
CASH VALUE AND CASH SURRENDER VALUE FOR A CERTIFICATE WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6%
AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CERTIFICATE YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR CASH
VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE BY
METLIFE OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
31
<PAGE>
CERTIFICATE RIGHTS
LOAN PRIVILEGES
CERTIFICATE LOAN. At any time, the Owner may borrow money from MetLife
using the Certificate as the only security for the loan. Certificates under some
Group Policies may be subject to a transaction charge of up to $25 for each
loan. The smallest amount the Owner can borrow at any one time is $200. The
maximum amount that may be borrowed at any time is the loan value. The loan
value equals 75% (or higher where required by state law) of the cash surrender
value. For situations where a Certificate loan may be treated as a taxable
distribution, see "Federal Tax Matters."
ALLOCATION OF CERTIFICATE LOAN. MetLife will allocate a Certificate loan
among the Fixed Account and the investment divisions of the Separate Account on
a Pro Rata Basis.
INTEREST. Interest charges can vary depending upon the Group Policy under
which an Owner's Certificate is issued. The Certificate describes the interest
charges applicable to each Owner. The interest rate may be up to 8% per year.
The Certificate specifies the current interest rate applicable to each Owner.
Interest payments are generally due at the beginning of each Certificate year.
However, MetLife reserves the right to make interest payments due in a different
manner. If unpaid within 31 days after it is due, interest will be treated as a
new loan subject to the interest rates applicable at that time and an amount
equal to such interest due will be transferred from the Fixed Account and the
investment divisions of the Separate Account on a Pro Rata Basis to the Loan
Account. Generally, interest paid to MetLife in connection with Certificate
loans is not deductible. For further information with respect to loan interest
deductibility, counsel and other competent advisors should be consulted.
EFFECT OF A CERTIFICATE LOAN. As of the Date of Receipt of the loan
request, cash value equal to the portion of the Certificate loan allocated to
the Fixed Account and to each investment division will be transferred from the
Fixed Account and/or such investment divisions to the Certificate Loan Account,
reducing the Certificate's cash value in the accounts from which the transfer
was made. The transfer will be allocated among the Fixed Account and investment
divisions of the Separate Account on a Pro Rata Basis (see "Charges and
Deductions--Monthly Deduction from Cash Value").
Cash value in the Loan Account equal to indebtedness will be credited with
interest at a rate equal to the rate of loan interest charged less a percentage
charge, determined by MetLife. This charge may be up to 2%. Thus, the interest
rate credited may be up to 8%. The Certificate indicates the current charge
applicable to each Owner and the current interest rate credited to the amounts
in the Loan Account. The minimum rate credited to the Loan Account will be 4%
per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO THE CASH VALUE IN THE LOAN
ACCOUNT, NOR WILL THE CASH VALUE IN THE LOAN ACCOUNT PARTICIPATE IN ANY
INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.
The Certificate's cash value in the Loan Account will be the outstanding
indebtedness on the Valuation Date plus any interest credited to the Loan
Account which has not yet been allocated to the Fixed Account or the investment
divisions of the Separate Account as of the Valuation Date. Interest credited to
amounts in the Loan Account will be allocated at least once a year among the
Fixed Account and the investment divisions of the Separate Account in the same
proportion as the net premiums are then being allocated.
INDEBTEDNESS. Indebtedness equals the outstanding Certificate loan and loan
interest. If, on a monthly anniversary, indebtedness exceeds the cash value
minus the monthly deduction, MetLife will notify the Owner and any assignee of
record. If a sufficient payment is not made to MetLife within the greater of 61
days, measured from the such monthly anniversary, or 30 days after the date
notice of the start of the grace period is mailed, the Certificate will
terminate without value. The Certificate may, however, later be reinstated,
subject to certain conditions (see "Certificate Termination and Reinstatement
While the Group Policy is in Effect").
REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the
Final Date while the covered person is living. If not repaid, MetLife will
deduct indebtedness from any amount payable under the Certificate. As of the
Date of Receipt of the repayment, the Certificate's cash value in the
Certificate Loan Account securing indebtedness will be allocated among the Fixed
Account and the investment divisions of the
32
<PAGE>
Separate Account in the same proportion that net premiums are being allocated to
those accounts at the time of repayment. The Owner should designate whether a
payment is intended as a loan repayment or a premium payment. Any payment for
which no designation is made will be treated as a premium payment.
SURRENDER AND WITHDRAWAL PRIVILEGES
Subject to the limitations set forth below, at any time before the earlier
of the death of the covered person and the Final Date, the Owner may make a
partial withdrawal or totally surrender the Certificate by sending a written
request to Administrative Office. The maximum amount available for surrender or
withdrawal is the cash surrender value on the Date of Receipt of the request.
Certificates under some Group Policies may be subject to a transaction charge of
up to $25 (but no more than 2% of the amount withdrawn) for each surrender,
withdrawal or partial withdrawal. This charge would be used to defray MetLife's
costs on effecting the transaction and it would not be designed to yield any
profit to MetLife. No transaction charge will apply to the termination of a
Certificate due to the termination of the Group Policy by either the
participating entity or MetLife. For any tax consequences in connection with a
partial withdrawal or surrender, see "Federal Tax Matters."
SURRENDER. The Owner may surrender the Certificate for its cash surrender
value. If the Certificate is being surrendered, MetLife may require that the
Certificate itself be returned along with the request. An Owner may elect to
have the proceeds paid in a single sum. If the covered person dies after the
surrender of the Certificate and payment to the Owner of the cash surrender
value but before the end of the Certificate month in which the surrender
occurred, a death benefit will be payable to the beneficiary in an amount equal
to the difference between the Certificate's death benefit and cash value, both
computed as of the surrender date.
PARTIAL WITHDRAWALS. The Owner may make a partial withdrawal from the
Certificate's cash surrender value. The minimum partial withdrawal is $200. The
amount withdrawn will be deducted from the Certificate's cash value as of the
Date of Receipt. The amount will be deducted from the Fixed Account and the
investment divisions of the Separate Account on a Pro Rata Basis. The death
benefit will be reduced by the amount withdrawn.
In some cases, the maximum amount that may be withdrawn through a partial
withdrawal from the Fixed Account in any Certificate year is the greater of $200
or 25% of the largest amount in the Fixed Account over the last four Certificate
years, or, if the Certificate has been in force less than such period, since the
Date of Certificate. The Certificate includes a description of the Owner's
rights to make partial withdrawals.
EXCHANGE PRIVILEGE
During the first 24 Certificate months following the issuance of the
Certificate, the Owner may exercise the Certificate exchange privilege, which
results in the transfer at any one time of the entire amount in the Separate
Account to the Fixed Account, and the allocation of all future net premiums to
the Fixed Account. This will, in effect, serve as an exchange of the Certificate
for the equivalent of a flexible premium fixed benefit life insurance policy. No
charge will be imposed on such transfer in exercising this exchange privilege.
Moreover, the Owner may subsequently transfer amounts back to one or more of the
investment divisions of the Separate Account at any time, within the limitations
described in "Allocation of Premiums and Cash Value--Cash Value Transfers."
Similarly, during the first 24 months following an increase in the specified
face amount requested by the Owner, the Owner may request a one time charge-free
transfer of the Separate Account cash value attributable to the increase to the
Fixed Account, including a transfer in the amount of any premium payments that
have been deemed attributable to the increase.
In those states which require it, the Owner may also, during the first 24
Certificate months following the issuance of the Certificate, without charge, on
one occasion exchange any Certificate still in force for a flexible premium
fixed benefit life insurance policy issued by MetLife. Upon such exchange, the
Certificate's cash value will be transferred to the General Account of MetLife.
33
<PAGE>
THE FIXED ACCOUNT
An Owner may allocate net premiums and transfer cash value to the Fixed
Account, which is part of the General Account of MetLife. Because of exemptive
and exclusionary provisions, interests in the Fixed Account have not been
registered under the Securities Act of 1933 and neither the Fixed Account nor
the General Account has been registered as an investment company under the 1940
Act. Accordingly, neither the General Account, the Fixed Account nor any
interests therein are generally subject to the provisions of these Acts and
MetLife has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this Prospectus relating to the
Fixed Account. Disclosures regarding the Fixed Account may, however, be subject
to certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.
GENERAL DESCRIPTION
This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Group Policy and Certificates involving the Separate
Account and contains only selected information regarding the Fixed Account. For
complete details regarding the Fixed Account, see the Certificate.
Subject to applicable law, MetLife has sole discretion over the investment
of the assets of the General Account, including those in the Fixed Account.
Unlike the assets of the Separate Account, the assets in the Fixed Account, as a
part of the General Account, are chargeable with liabilities arising out of any
other business of MetLife.
The allocation or transfer of funds to the Fixed Account does not entitle an
Owner to share in the investment experience of the General Account. Instead,
MetLife guarantees that cash value in the Fixed Account will accrue interest at
an effective annual rate of at least 4%, independent of the actual investment
experience of the General Account. MetLife is not obligated to credit interest
at any higher rate, although MetLife may do so, in its sole discretion.
FIXED ACCOUNT CASH VALUE
Net premiums allocated to the Fixed Account are credited to the Certificate.
The Certificate's cash value in the Fixed Account will reflect the amount and
frequency of premium payments allocated to the Fixed Account, the amount of
interest credited to amounts in the Fixed Account, any partial withdrawals, any
transfers from or to the investment divisions of the Separate Account, any
Certificate indebtedness and any charges imposed on amounts in the Fixed Account
in connection with the Certificate. ANY INTEREST METLIFE CREDITS ON THE
CERTIFICATE'S CASH VALUE IN THE FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE
OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF METLIFE. THE OWNER
ASSUMES THE RISK THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED
ACCOUNT MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR. The cash
value in the Fixed Account will be calculated on each Valuation Date.
MetLife will declare a rate of excess interest which is guaranteed until the
end of the calendar year in which the Group Policy first becomes effective.
Thereafter, as of January 1 of each year, MetLife will declare the rate of
excess interest applicable to net premium payments allocated to the Fixed
Account during each such year. As of January 1 of each year, MetLife will also
declare the rate of excess interest applicable to cash value in the Fixed
Account. MetLife may also establish multiple bands of excess interest. This
means that different rates of excess interest may apply to premium payments
received in different years. Transfers made into the Fixed Account will be
treated as new premium payments for these purposes.
The guaranteed and excess interest are credited each Valuation Date. Once
credited, that interest will be guaranteed and become part of the Certificate's
cash value in the Fixed Account. The portion of the monthly deduction that is
deducted from the Fixed Account will be charged against the most recent premiums
paid and interest credited thereto.
34
<PAGE>
DEATH BENEFIT, TRANSFER, WITHDRAWAL, SURRENDER, AND CERTIFICATE LOAN RIGHTS
Amounts in the Fixed Account are generally subject to the same rights and
limitations as are amounts allocated to the investment divisions of the Separate
Account with respect to transfers, withdrawals, surrenders and Certificate loans
(see "Certificate Benefits--Death Benefit," "Allocation of Premiums and Cash
Value--Cash Value Transfers," "Loan Privileges" and "Surrender and Withdrawal
Privileges"). However, transfers from the Fixed Account may be subject to
additional limitations as described under "Allocation of Premiums and Cash
Value."
MetLife reserves the right to delay transfers, withdrawals, surrenders and
the payment of the Certificate loans allocated to the Fixed Account for up to
six months (see "Other Certificate Provisions--Payment and Deferment"). Payments
to pay premiums on another policy with MetLife will not be delayed.
RIGHTS RESERVED BY METLIFE
MetLife reserves the right to make certain changes if, in its judgment, they
would best serve the interests of the Owners or would be appropriate in carrying
out the purposes of the Certificates. Any changes will be made only to the
extent and in the manner permitted by applicable laws. Also, when required by
law, MetLife will obtain Owner approval of the changes and approval from any
appropriate regulatory authority. Examples of the changes MetLife may make
include:
- To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.
- To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.
- To transfer any assets in any investment division to another investment
division, or to one or more separate accounts, or to the Fixed Account; or
to add, combine or remove investment divisions in the Separate Account.
- To substitute, for the Fund shares held in any investment division, the
shares of another portfolio of the Fund or the shares of another
investment company or any other investment permitted by law.
- To change the way MetLife assesses charges, but without increasing the
aggregate amount charged to the Fixed Account or the Separate Account in
connection with the Certificates.
- To make any other necessary technical changes in the Certificate in order
to conform with any action the above provisions permit MetLife to take.
If any of these changes result in a material change in the underlying
investments of an investment division to which the net premiums of a Certificate
are allocated, MetLife will notify the Owner of such change, and the Owner may
then make a new choice of investment divisions or the Fixed Account without
charge.
OTHER CERTIFICATE PROVISIONS
OWNER. The Owner of a Certificate is the covered person unless another
owner has been named in the enrollment form for the Certificate. Unless
otherwise reserved by the participating entity, the Owner is entitled to
exercise all rights under a Certificate while the covered person is alive,
including the right to name a new owner or a contingent owner who would become
the owner if the Owner should die before the covered person dies.
BENEFICIARY. The beneficiary is the person or persons to whom the insurance
proceeds are payable upon the covered person's death. The Owner may name a
contingent beneficiary to become the beneficiary if all the beneficiaries die
while the covered person is alive. If no beneficiary or contingent beneficiary
is alive when the covered person dies, the Owner (or the Owner's estate) will be
the beneficiary. While the covered person is alive, the Owner may change any
beneficiary or contingent beneficiary.
If more than one beneficiary is alive when the covered person dies, they
will be paid in equal shares, unless the Owner has chosen otherwise.
35
<PAGE>
INCONTESTABILITY. MetLife will not contest the validity of a Certificate
after it has been in force during the covered person's lifetime for up to two
years from the Date of Certificate (or date of reinstatement if a terminated
Certificate is reinstated) except with respect to certain optional insurance
benefits that may be added subsequent to the Date of Certificate. MetLife will
not contest the validity of any increase requested by an Owner in the death
benefit after such increase has been in force during the covered person's
lifetime for up to two years from its effective date.
SUICIDE. The insurance proceeds will not be paid if the covered person
commits suicide, while sane or insane, within two years (or less if required by
state law) from the Date of Certificate. Instead, MetLife will pay the
beneficiary an amount equal to all premiums paid for the Certificate, without
interest, less any outstanding Certificate loan and less any partial cash
withdrawal. If the covered person commits suicide, while sane or insane, more
than two years after the Date of Certificate but within two years (or less if
required by state law) from the effective date of any increase in the death
benefit, MetLife's liability with respect to such increase will be limited to
the cost thereof.
MISSTATEMENT OF AGE. If the covered person's age as stated in the
enrollment form for a Certificate is not correct, benefits under a Certificate
will be adjusted to reflect the correct age.
COLLATERAL ASSIGNMENT. The Owner may assign a Certificate as collateral.
All rights under the Certificate will be transferred to the extent of the
assignee's interest. MetLife is not bound by an assignment or release thereof,
unless it is in writing and is recorded at the Administrative Office. MetLife is
not responsible for the validity of any assignment or release thereof.
PAYMENT AND DEFERMENT. With respect to amounts in the investment divisions
of the Separate Account, payment of the death benefit, all or a portion of the
cash surrender value, free look proceeds or a loan will ordinarily be made
within seven days after the Date of Receipt of all documents required for such
payment. MetLife will pay interest on the amount of death benefit at a rate
which is currently 6% per year (or such higher rate as may be required by state
law) from the date of death until the date of payment of the death benefit.
However, MetLife may defer the determination, application or payment of any
such amount or any transfer of cash value in the Separate Account for any period
during which the New York Stock Exchange is closed (other than customary weekend
and holiday closing), for any period during which any emergency exists as a
result of which it is not reasonably practicable for MetLife to determine the
investment experience for a Certificate or for such other periods as the
Securities and Exchange Commission may by order permit for the protection of
Owners. MetLife will not defer a loan used to pay premiums on other policies or
certificates issued by it.
As with traditional life insurance, MetLife can delay payment of the entire
insurance proceeds or other Certificate benefits if entitlement to payment is
being questioned or is uncertain.
DIVIDENDS. The Group Policies and Certificates are participating. However,
in view of the manner in which MetLife has determined the premium rates and
charges, it is not anticipated that the Group Policies and Certificates will be
entitled to any dividend. In this connection, when a participating entity
transfers coverage from a prior insurer or from a different MetLife policy to a
Group Policy, or transfers coverage from a Group Policy to a successor insurer,
certain amounts of surplus or reserves may also be transferred, respectively, to
MetLife for use with the Group Policy or to the successor insurance company,
rather than being declared as dividends.
The description throughout this Prospectus of the features of the
Certificates is subject to the specific terms of the Certificates.
SALES AND ADMINISTRATION OF THE GROUP POLICIES AND CERTIFICATES
MetLife performs the sales and administrative services relating to the Group
Policies and Certificates. The offices of MetLife which administer the Group
Policies and Certificates are located in Aurora, Illinois and Tulsa, Oklahoma.
Each participating entity and Owner will be notified which office will be the
Administrative Office for servicing the Certificates. MetLife may name different
Administrative Offices for different transactions.
36
<PAGE>
MetLife acts as the principal underwriter (distributor) of the Group
Policies and Certificates as defined in the 1940 Act (see "Distribution of the
Group Policies and Certificates"). In addition to selling insurance and
annuities, MetLife also serves as investment adviser to certain other advisory
clients, and is also principal underwriter for Metropolitan Tower Separate
Accounts One and Two of Metropolitan Tower Life Insurance Company, a
wholly-owned subsidiary of MetLife, and Metropolitan Life Separate Account E of
MetLife, each of which is registered as a unit investment trust under the 1940
Act. Finally, MetLife acts as principal underwriter for other forms of variable
universal life insurance policies, premiums for which may also be allocated to
the Separate Account.
BONDING. The directors, officers and employees of MetLife are bonded in the
amount of $50,000,000, subject to a $5,000,000 deductible.
DISTRIBUTION OF THE GROUP POLICIES AND CERTIFICATES
The Group Policies and Certificates will be sold by individuals who are
licensed life insurance sales representatives and registered representatives of
MetLife, the principal underwriter of the Certificates. MetLife is registered
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. No commissions are paid to MetLife's registered
representatives for distribution of the Group Policies or Certificates, although
MetLife representatives may earn certain incentive award credits.
Group Policies and Certificates may also be sold through other registered
broker-dealers who have entered into selling agreements with MetLife.
Commissions or fees which are payable to a broker-dealer or third party
administrator ("TPA") are set forth in MetLife's schedules of group insurance
commission rates. Payments or commissions to broker-dealers or TPAs normally
consist of two elements. The first element is based on the lowest premium
sufficient to keep the Certificate in force. Under this element, a commission is
payable to a maximum of 15% of premium, as described above, and is based upon
the services provided by the broker-dealer or TPA. The second element is a per
Certificate payment, based upon total number of Certificates issued under the
Group Policy. Maximum first year payments and renewal payments per Certificate
are specified in MetLife's schedules of group insurance commission rates. In no
event will commissions exceed the maximum percentage of gross premium commission
payable under New York State law, for all Certificates.
Any payments and commissions are paid by MetLife. They do not result in any
charges against the Group Policy or Certificates in addition to those set forth
under "Charges and Deductions." Since no premium was paid in 1996, no
compensation was paid in 1996.
FEDERAL TAX MATTERS
The following description is a brief summary of some of the tax rules,
primarily related to federal income and estate taxes, which in the opinion of
MetLife are currently in effect.
The Certificate receives the same federal income and estate tax treatment as
fixed benefit life insurance. The death benefit payable under the Certificate is
generally excludable from the gross income of the beneficiary under Section 101
of the Internal Revenue Code ("Code") and the Owner is not deemed to be in
constructive receipt of the cash values under the Certificate until actual
withdrawal or surrender.
Under existing tax law, an Owner generally will be taxed on cash value
withdrawn from the Certificate and cash value received upon surrender of the
Certificate. Under most circumstances, unless a Certificate is a modified
endowment contract as discussed below, and unless the distribution occurs during
the first 15 Certificate years, only the amount withdrawn, received upon
surrender or distributed at the Final Date of a Certificate that exceeds the
total premiums paid (less previous non-taxable withdrawals) will be treated as
ordinary income. During the first 15 Certificate years, cash distributions from
a Certificate, made as a result of a Certificate change that reduces the death
benefit or other benefits under a Certificate, will be taxable to the Owner,
under a complex formula, to the extent that cash value exceeds premiums paid
(less previous non-taxable withdrawals).
37
<PAGE>
Section 817(h) of Code and the Treasury Regulations thereunder set
diversification rules for the investments underlying the Group Policies, in
order for the Group Policies to be treated as life insurance. MetLife believes
that these diversification standards will be satisfied. There is a provision in
the regulations which allows for the correction of an inadvertent failure to
diversify. Failure to comply with the rules found in the regulations would
result in immediate taxation to Owners of all positive investment experience
credited to a Certificate for the period of non-compliance and until such time
as a settlement of the matter is reached with the Internal Revenue Service.
There is a possibility that regulations may be proposed or that a
controlling ruling may be issued in the future describing the extent to which
Owner control over allocation of cash value may cause Owners to be treated as
the owners of Separate Account assets for tax purposes. MetLife reserves the
right to amend the Group Policies in any way necessary to avoid any such result.
MetLife also believes that loans received under the Certificate will be
treated as indebtedness of an Owner for federal tax purposes, and, unless the
Certificate is or becomes a modified endowment contract as described below or
terminates, that no part of any loan received under a Certificate will
constitute income to the Owner. However, any remaining outstanding loan at the
time the Certificate is totally surrendered, exchanged, terminated or on the
Final Date may be subject to tax depending of the amount of gain in the
Certificate.
In the case of a modified endowment contract, amounts received before death
including Certificate loans, are treated first as income (to the extent of gain)
and then as recovered investment. For purposes of determining the amount
includible in income, all modified endowment contracts issued by the same
company (or affiliate) to the same Owner during any calendar year will be
treated as one modified endowment contract. Finally, an additional 10% income
tax is generally imposed on the taxable portion of amounts received before age
59 1/2 under a modified endowment contract.
In general, a modified endowment contract is a life insurance contract
entered into or, generally, materially changed after June 20, 1988 that fails to
meet a "7-pay test". Each Certificate is tested separately for purposes of the
7-pay test. Under the 7-pay test, if the amount of premiums paid with respect to
a Certificate at any time during the first 7 Certificate years exceeds the sum
of the net level premiums which would have been paid if the Certificate provided
for paid-up future benefits after the payment of 7 level annual payments, the
Certificate is a modified endowment contract. A Certificate may have to be
reviewed under the 7-pay test even after the first seven Certificate years in
the case of certain events such as a material modification of the Certificate as
discussed below. If there is a reduction in benefits under the Certificate
during any 7-pay testing period, the 7-pay test is applied using the reduced
benefits level. Any distribution made within two years before a Certificate
fails the 7-pay test may be treated as made in anticipation of such failure.
Whether or not a particular Certificate meets these definitional
requirements is dependent on the date it was entered into, premium payments made
and the periodic premium payments to be made, the level of death benefit, any
changes in the level of death benefits, the extent of any prior cash
withdrawals, and other factors. Generally, a life insurance policy which is
received in exchange for a modified endowment contract will also be considered a
modified endowment contract.
A Certificate should be reviewed upon issuance, upon making a cash
withdrawal, upon making a change in future benefits and upon making a material
modification to the Certificate to determine to what extent, if any, these tax
rules apply. A material modification to a Certificate includes, but is not
limited to, any requested increase in the future benefits provided under the
Certificate. However, in general, increases that are attributable to the payment
of premiums necessary to fund the lowest death benefit payable in the first 7
Certificate years will not be considered material modifications. The annual
statement sent to each Owner will include information regarding the modified
endowment contract status of a Certificate (see "Premiums--Premium
Limitations").
Counsel and other competent advisors should be consulted to determine how
these rules apply to an individual situation and before making premium payments,
increasing or decreasing the Specified Face Amount, or adding or removing a
rider.
38
<PAGE>
While "employee pay all" group variable universal life should generally be
treated as separate from any Code Section 79 Group Term Life Insurance Plan
concurrently in effect, in some circumstances group variable universal life
could be viewed as being part of such a plan, giving rise to adverse tax
consequences.
Congress may, in the future, consider other legislation that, if enacted,
could adversely affect the tax treatment of life insurance policies. In
addition, the Treasury Department may by regulation or interpretation modify the
above described tax effects. Any legislative or administrative action could be
applied retroactively.
The death benefit payable under the Certificate is includable in the covered
person's gross estate for federal estate tax purposes if the death benefit is
paid to the covered person's estate or if the death benefit is paid to a
beneficiary other than the estate and the covered person either possessed
incidents of ownership in the Certificate at the time of death or transferred
incidents of ownership in the Certificate to another person within three years
of death.
Whether or not any federal estate tax is payable with respect to the death
benefit of the Certificate which is included in the covered person's gross
estate depends on a variety of factors including the following. A smaller size
estate may be exempt from federal estate tax because of a current estate tax
credit which generally is equivalent to an exemption of $600,000. In addition, a
death benefit paid to a surviving spouse may not be taxable because of a 100%
estate tax marital deduction. Furthermore, a death benefit paid to a tax-exempt
charity may not be taxable because of the allowance of an estate tax charitable
deduction.
If the Owner of the Certificate is not the covered person, and the Owner
dies before the covered person, the value of the Certificate, as determined
under Internal Revenue Service regulations, is includable in the federal gross
estate of the Owner for federal estate tax purposes. Whether a federal estate
tax is payable depends on a variety of factors, including those listed in the
preceding paragraph.
State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Certificate proceeds depend on the circumstances of each
covered person, Owner or beneficiary.
Finally, employer involvement and other factors determine whether group
variable universal life is subject to the Employee Retirement Income Security
Act ("ERISA").
The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisors should be consulted for more
complete information.
MANAGEMENT
The present directors and the senior officers and secretary of MetLife are
listed below, together with certain information concerning them:
DIRECTORS, OFFICERS-DIRECTORS
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME PRINCIPAL OCCUPATION & BUSINESS ADDRESS WITH METLIFE
- -------------------------------- -------------------------------------------------- ----------------------------------
<S> <C> <C>
Curtis H. Barnette.............. Chairman and Chief Executive Officer, Director
Bethlehem Steel Corp.,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Gerald Clark.................... Senior Executive Vice-President and Chief Senior Executive Vice- President
Investment Officer, and Chief Investment Officer and
Metropolitan Life Insurance Company, Director
One Madison Avenue,
New York, NY 10010.
Joan Ganz Cooney................ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME PRINCIPAL OCCUPATION & BUSINESS ADDRESS WITH METLIFE
- -------------------------------- -------------------------------------------------- ----------------------------------
<S> <C> <C>
Burton A. Dole, Jr.............. Chairman of the Board, Director
Nellcor Puritan Bennett,
2200 Faraday Avenue,
Carlsbad, CA 92008-7208.
James R. Houghton............... Retired Chairman of the Board, Director
Corning Incorporated,
80 East Market Street,
2nd Floor,
Corning, NY 14830.
Harry P. Kamen.................. Chairman, President and Chairman, President, Chief
Chief Executive Officer, Executive Officer and Director
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan................ Of Counsel, Skadden, Arps, Slate, Director
Meagher & Flom,
919 Third Avenue,
New York, NY 10022.
Charles M. Leighton............. Chairman and Chief Executive Officer, Director
CML Group, Inc.,
524 Main Street,
Acton, MA 01720.
Richard J. Mahoney.............. Chairman of the Executive Committee, Director
Monsanto Company - Mail Zone N3L,
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
Allen E. Murray................. Retired Chairman of the Board Director
and Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072,
New York, NY 10163.
John J. Phelan, Jr.............. Retired Chairman and Chief Executive Director
Officer, New York Stock Exchange, Inc.,
P.O. Box 312,
Mill Neck, NY 11765.
John B. M. Place................ Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
Hugh B. Price................... President and Chief Executive Officer, Director
National Urban League, Inc.,
500 East 62nd Street,
New York, NY 10021.
Robert G. Schwartz.............. Retired Chairman of the Board, Director
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.
Ruth J. Simmons, Ph.D........... President, Director
Smith College,
College Hall 20,
NorthHampton, MA 01063.
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME PRINCIPAL OCCUPATION & BUSINESS ADDRESS WITH METLIFE
- -------------------------------- -------------------------------------------------- ----------------------------------
<S> <C> <C>
William S. Sneath............... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.
William C. Steere, Jr........... Chairman of the Board and Chief Executive Officer, Director
Pfizer, Inc.,
235 East 42nd Street,
New York, NY 10017.
</TABLE>
OFFICERS*
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METLIFE
- --------------------------------------------- ------------------------------------------------------------------------
<S> <C>
Harry P. Kamen............................... Chairman of the Board, President and Chief Executive Officer
Gerald Clark................................. Senior Executive Vice-President and Chief Investment Officer
Stewart G. Nagler............................ Senior Executive Vice-President and Chief Financial Officer
Gary A. Beller............................... Executive Vice-President and General Counsel
Robert H. Benmosche.......................... Executive Vice President
C. Robert Henrikson.......................... Executive Vice-President
Jeffrey J. Hodgman........................... Executive Vice-President
David A. Levene.............................. Executive Vice-President
John D. Moynahan, Jr......................... Executive Vice-President
Catherine A. Rein............................ Executive Vice-President
William J. Toppeta........................... Executive Vice-President
John H. Tweedie.............................. Executive Vice-President
Richard M. Blackwell......................... Senior Vice-President
James B. Digney.............................. Senior Vice-President
William T. Friedewald........................ Senior Vice-President
Ira Friedman................................. Senior Vice-President
Frederick P. Hauser.......................... Senior Vice-President & Controller
Anne E. Hayden............................... Senior Vice-President
Sibyl C. Jacobson............................ Senior Vice-President
Joseph W. Jordan............................. Senior Vice-President
Nicholas D. Latrenta......................... Senior Vice-President
Leland C. Launer, Jr......................... Senior Vice-President
Terence I. Lennon............................ Senior Vice-President
James L. Lipscomb............................ Senior Vice-President
James M. Logan............................... Senior Vice-President
Francis P. Lynch............................. Senior Vice-President
Dominick A. Prezzano......................... Senior Vice-President
Joseph A. Reali.............................. Senior Vice-President
Vincent P. Reusing........................... Senior Vice-President
Felix Schirripa.............................. Senior Vice-President
Robert E. Sollmann, Jr....................... Senior Vice-President
Thomas L. Stapleton.......................... Senior Vice-President & Tax Director
James F. Stenson............................. Senior Vice-President
Stanley J. Talbi............................. Senior Vice-President
Richard R. Tartre............................ Senior Vice-President
Arthur G. Typermass.......................... Senior Vice-President & Treasurer
James A. Valentino........................... Senior Vice-President
Judy E. Weiss................................ Senior Vice-President and Chief Actuary
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METLIFE
- --------------------------------------------- ------------------------------------------------------------------------
<S> <C>
Richard F. Wiseman........................... Senior Vice-President
Harvey M. Young.............................. Senior Vice-President
Louis J. Ragusa.............................. Vice-President and Secretary
</TABLE>
- ---------
* The principal occupation of each officer, except for Gary A. Beller, Robert H.
Benmosche and Terence I. Lennon, during the last five years has been as an
officer of MetLife or an affiliate thereof. The business address of each
officer is 1 Madison Avenue, New York, New York 10010. Gary A. Beller has been
an officer of MetLife since November, 1994; prior thereto, he was a Consultant
and Executive Vice-President and General Counsel of the American Express
Company. Robert H. Benmosche has been an officer of MetLife since September,
1995; prior thereto, he was an Executive Vice-President of Paine Webber.
Terence I. Lennon has been an officer of MetLife since March, 1994; prior
thereto, he was Assistant Deputy Superintendent and Chief Examiner of the New
York State Department of Insurance.
VOTING RIGHTS
RIGHT TO INSTRUCT VOTING OF FUND SHARES
In accordance with its view of present applicable law, MetLife usually will
vote the shares of each of the portfolios of the Fund which are deemed
attributable to Certificates at regular and special meetings of the shareholders
of the Fund based on instructions received from persons having the voting
interest in corresponding investment divisions of the Separate Account. However,
if the 1940 Act or any rules thereunder should be amended or if the present
interpretation thereof should change, and as a result MetLife determines that it
is permitted to vote such shares of the Fund in its own right, it may elect to
do so.
Accordingly, the Owner will have a voting interest under a Certificate. The
number of shares held in each Separate Account investment division deemed
attributable to each Owner is determined by dividing a Certificate's cash value
in that division, if any, by the net asset value of one share in the
corresponding Fund portfolio in which the assets in that Separate Account
investment division are invested. Fractional votes will be counted. The number
of shares concerning which an Owner has the right to give instructions will be
determined as of the record date for the meeting.
Fund shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies (including
the Certificates) or annuity contracts and for which no timely instructions are
received will be voted in the same proportion as the shares for which voting
instructions are received by that separate account. Fund shares held in the
General Account or unregistered separate accounts of MetLife or its affiliates
will be voted in the same proportion as the aggregate of (i) the shares for
which voting instructions are received and (ii) the shares that are voted in
proportion to such voting instructions. However, if MetLife or an affiliate
determines that it is permitted to vote any such shares of the Fund in its own
right, it may elect to do so subject to the then current interpretation of the
1940 Act or any rules thereunder.
The Owners may give instructions regarding, among other things, the election
of the Board of Directors of the Fund, ratification of the selection of the
Fund's independent auditors, and the approval of the Fund's investment manager
and sub-investment manager.
Each Owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to MetLife.
Current interpretations and rules under the 1940 Act permit Fund shares to
be voted in a manner contrary to Owner voting instructions under certain
circumstances. In the event that MetLife does disregard voting instructions, a
summary of the action and the reasons for such action will be included in the
next semiannual report to Owners.
REPORTS
Owners will receive promptly statements of significant transactions such as
changes in specified face amount, transfers among investment divisions, partial
withdrawals, increases in loan principal by the Owner, loan repayments,
termination for any reason, reinstatement and premium payments. Transactions
pursuant to
42
<PAGE>
systematic investment strategies (see "Payment and Allocation of Premiums") may
be confirmed quarterly. Owners whose premiums are automatically remitted under
payroll deduction plans do not receive individual confirmation of premium
payments from MetLife apart from that provided by their bank or employer. A
statement will be sent at least annually to the Owner within thirty days after
the period covered summarizing all of the above transactions and deductions of
charges occurring during that Certificate year and setting forth the status of
the death benefit, cash and cash surrender values, amounts in the investment
divisions and Fixed Account, any Certificate loan and unpaid loan interest added
to loan principal. Any statement will also discuss the modified endowment
contract status of a Certificate (see "Premiums--Premium Limitations"). In
addition, an Owner will be sent semiannual reports containing financial
statements for the Fund, as required by the 1940 Act.
STATE REGULATION
MetLife is subject to regulation and supervision by the Insurance Department
of the State of New York, which periodically examines its affairs. It is also
subject to the insurance laws and regulations of all jurisdictions where it is
authorized to do business. Where required, a copy of the form of Group Policy
and form of Certificate has been filed with, and approved by, insurance
officials in each jurisdiction where the Group Policy and Certificates are sold.
MetLife intends to satisfy the necessary requirements to distribute the
Certificates in all fifty states and the District of Columbia as soon as
possible.
MetLife is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various jurisdictions
in which it does business, for the purposes of determining solvency and
compliance with local insurance laws and regulations. Such statements are
available for public inspection at state insurance department offices.
REGISTRATION STATEMENT
A registration statement under the Securities Act of 1933 has been filed
with the Securities and Exchange Commission relating to the offering described
in this Prospectus. This Prospectus does not contain all the information set
forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for additional
information concerning the Separate Account, MetLife and the Certificates. The
additional information may be obtained at the Commission's main office in
Washington, D.C., upon payment of the prescribed fees.
LEGAL MATTERS
The legality of the Group Policies and Certificates described in this
Prospectus has been passed upon by Christopher P. Nicholas, Associate General
Counsel of MetLife. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C.,
have advised MetLife on certain matters relating to the federal securities laws.
EXPERTS
The financial statements included in this Prospectus of Metropolitan Life
Separate Account UL as of December 31, 1996 and for each of the two years in the
period then ended and the financial statements of Metropolitan Life Insurance
Company as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein and have been
so included in reliance upon such reports given upon the authority of such firm
as experts in auditing and accounting.
Actuarial matters included in this Prospectus have been examined by George
J. Kalb, FSA, MAAA, Vice-President and Actuary of MetLife, as stated in his
opinion filed as an exhibit to the registration statement.
FINANCIAL STATEMENTS
The financial statements of MetLife included in this Prospectus should be
considered only as bearing upon the ability of MetLife to meet its obligations
under the Group Policies and Certificates.
43
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Metropolitan Life Insurance Company:
We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, International Stock, Stock Index, and
Aggressive Growth Divisions of Metropolitan Life Separate Account UL (the
"Separate Account") as of December 31, 1996, and the related statements of
operations for the year then ended and of changes in net assets for each of the
two years in the period then ended. These financial statements are the
responsibility of the Separate Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996 by correspondence with
the custodian and the depositor of the Separate Account. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
International Stock, Stock Index and Aggressive Growth Divisions of Metropolitan
Life Separate Account UL as of December 31, 1996 and the results of their
operations for the year then ended and the changes in their net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
February 28, 1997
44
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
MONEY INTERNATIONAL AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------- ----------- ---------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio
(5,208,796 shares; cost
$133,325,492)..................... $ 158,920,369 -- -- -- -- -- --
Income Portfolio
(2,210,984 shares; cost
$27,751,597)...................... -- $27,327,760 -- -- -- -- --
Money Market Portfolio
(584,077 shares; cost
$6,278,669)....................... -- -- $6,095,430 -- -- -- --
Diversified Portfolio
(6,643,203 shares; cost
$100,173,963)..................... -- -- -- $ 110,742,194 -- -- --
International Stock Portfolio
(1,991,487 shares; cost
$24,907,650)...................... -- -- -- -- $23,798,267 -- --
Stock Index Portfolio
(1,450,886 shares; cost
$27,248,573)...................... -- -- -- -- -- $32,253,185 --
Aggressive Growth Portfolio
(3,107,005 shares; cost
$78,361,229)...................... -- -- -- -- -- -- $84,106,614
------------- ----------- ---------- ------------- ------------ ----------- -----------
Total Investments................ 158,920,369 27,327,760 6,095,430 110,742,194 23,798,267 32,253,185 84,106,614
Cash and Accounts Receivable....... 11,882 3,998 86,448 168 6,129 119,880 28,704
------------- ----------- ---------- ------------- ------------ ----------- -----------
Total Assets..................... 158,932,251 27,331,758 6,181,878 110,742,362 23,804,396 32,373,065 84,135,318
LIABILITIES........................ 34,679 74,006 62,023 274,903 135,056 339,551 394,115
------------- ----------- ---------- ------------- ------------ ----------- -----------
NET ASSETS......................... $ 158,897,572 $27,257,752 $6,119,855 $ 110,467,459 $23,669,340 $32,033,514 $83,741,203
------------- ----------- ---------- ------------- ------------ ----------- -----------
------------- ----------- ---------- ------------- ------------ ----------- -----------
</TABLE>
See Notes to Financial Statements.
45
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
MONEY INTERNATIONAL STOCK AGGRESSIVE
GROWTH INCOME MARKET DIVERSIFIED STOCK INDEX GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
----------- ---------- --------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 2).................... $15,051,436 $1,723,590 $ 300,997 $ 9,697,032 $ 200,282 $ 744,725 $2,234,170
Expenses:
Mortality and expense charges (Note
3).................................. 1,221,219 220,150 37,221 870,631 181,892 185,397 641,863
----------- ---------- --------- ----------- ------------ ---------- -----------
Net investment income................... 13,830,217 1,503,440 263,776 8,826,401 18,390 559,328 1,592,307
----------- ---------- --------- ----------- ------------ ---------- -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) from security
transactions........................... 2,929,455 (16,679) (11,231) 532,857 (9,816) 742,061 166,243
Change in unrealized appreciation
(depreciation) of investments.......... 9,406,099 (697,499) (90,379) 3,200,410 (559,306) 2,836,911 1,728,894
----------- ---------- --------- ----------- ------------ ---------- -----------
Net realized and unrealized gain (loss)
on investments (Note 1B)............... 12,335,554 (714,178) (101,610) 3,733,267 (569,122) 3,578,972 1,895,137
----------- ---------- --------- ----------- ------------ ---------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.............. $26,165,771 $ 789,262 $ 162,166 $12,559,668 $ (550,732) $4,138,300 $3,487,444
----------- ---------- --------- ----------- ------------ ---------- -----------
----------- ---------- --------- ----------- ------------ ---------- -----------
</TABLE>
See Notes to Financial Statements.
46
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
GROWTH DIVISION INCOME DIVISION MONEY MARKET DIVISION
---------------------------- ------------------------ ------------------------
1996 1995 1996 1995 1996 1995
------------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 13,830,217 $ 4,694,831 $ 1,503,440 $ 1,147,331 $ 263,776 $ 128,508
Net realized gain (loss) from
security transactions....... 2,929,455 293,233 (16,679) (8,290) (11,231) 35,201
Change in unrealized
appreciation (depreciation)
of investments.............. 9,406,099 19,543,807 (697,499) 1,977,261 (90,379) 4,641
------------- ------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations.................. 26,165,771 24,531,871 789,262 3,116,302 162,166 168,350
------------- ------------- ----------- ----------- ----------- -----------
From capital transactions:
Net premiums.................. 50,115,276 41,455,659 9,255,854 8,687,776 4,945,669 2,988,786
Redemptions................... (4,742,435) (2,766,288) (764,548) (546,157) (31,149) (89,665)
Net portfolio transfers....... (2,214,936) 395,373 (154,542) 36,042 (1,062,557) (3,328,483)
Other net transfers........... (22,866,726) (19,059,583) (4,179,745) (4,186,427) (869,014) (1,058,931)
------------- ------------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from
capital transactions........ 20,291,179 20,025,161 4,157,019 3,991,234 2,982,949 (1,488,293)
------------- ------------- ----------- ----------- ----------- -----------
NET CHANGE IN NET ASSETS...... 46,456,950 44,557,032 4,946,281 7,107,536 3,145,115 (1,319,943)
NET ASSETS--BEGINNING OF
YEAR........................ 112,440,622 67,883,590 22,311,471 15,203,935 2,974,740 4,294,683
------------- ------------- ----------- ----------- ----------- -----------
NET ASSETS--END OF YEAR....... $ 158,897,572 $ 112,440,622 $27,257,752 $22,311,471 $ 6,119,855 $ 2,974,740
------------- ------------- ----------- ----------- ----------- -----------
------------- ------------- ----------- ----------- ----------- -----------
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE
INTERNATIONAL STOCK GROWTH
DIVERSIFIED DIVISION DIVISION STOCK INDEX DIVISION DIVISION
--------------------------- ------------------------ ------------------------ ------------
1996 1995 1996 1995 1996 1995 1996
------------- ------------ ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 8,826,401 $ 4,695,480 $ 18,390 $ 27,416 $ 559,328 $ 213,805 $ 1,592,307
Net realized gain (loss) from
security transactions....... 532,857 248,523 (9,816) 28,349 742,061 29,512 166,243
Change in unrealized
appreciation (depreciation)
of investments.............. 3,200,410 10,898,818 (559,306) 136,578 2,836,911 2,271,366 1,728,894
------------- ------------ ----------- ----------- ----------- ----------- ------------
Net increase (decrease) in net
assets resulting from
operations.................. 12,559,668 15,842,821 (550,732) 192,343 4,138,300 2,514,683 3,487,444
------------- ------------ ----------- ----------- ----------- ----------- ------------
From capital transactions:
Net premiums.................. 34,025,252 31,888,789 10,992,609 12,024,423 16,930,258 7,870,004 45,233,040
Redemptions................... (3,640,372) (2,358,803) (611,355) (392,901) (385,783) (232,828) (2,071,839)
Net portfolio transfers....... (466,159) (416,768) (688,494) (658,961) 4,466,799 1,324,319 1,106,638
Other net transfers........... (16,191,671) (15,856,704) (2,768,825) (5,248,525) (6,541,830) (2,897,249) (18,345,877)
------------- ------------ ----------- ----------- ----------- ----------- ------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 13,727,050 13,256,514 6,923,935 5,724,036 14,469,444 6,064,246 25,921,962
------------- ------------ ----------- ----------- ----------- ----------- ------------
NET CHANGE IN NET ASSETS...... 26,286,718 29,099,335 6,373,203 5,916,379 18,607,744 8,578,929 29,409,406
NET ASSETS--BEGINNING OF
YEAR........................ 84,180,741 55,081,406 17,296,137 11,379,758 13,425,770 4,846,841 54,331,797
------------- ------------ ----------- ----------- ----------- ----------- ------------
NET ASSETS--END OF YEAR....... $ 110,467,459 $ 84,180,741 $23,669,340 $17,296,137 $32,033,514 $13,425,770 $ 83,741,203
------------- ------------ ----------- ----------- ----------- ----------- ------------
------------- ------------ ----------- ----------- ----------- ----------- ------------
<CAPTION>
1995
------------
<S> <C>
INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income......... $ 4,726,548
Net realized gain (loss) from
security transactions....... 152,387
Change in unrealized
appreciation (depreciation)
of investments.............. 4,188,117
------------
Net increase (decrease) in net
assets resulting from
operations.................. 9,067,052
------------
From capital transactions:
Net premiums.................. 32,859,273
Redemptions................... (1,185,240)
Net portfolio transfers....... 2,162,117
Other net transfers........... (14,163,669)
------------
Net increase (decrease) in net
assets resulting from
capital transactions........ 19,672,481
------------
NET CHANGE IN NET ASSETS...... 28,739,533
NET ASSETS--BEGINNING OF
YEAR........................ 25,592,264
------------
NET ASSETS--END OF YEAR....... $ 54,331,797
------------
------------
</TABLE>
48
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
Metropolitan Life Separate Account UL (the "Separate Account") is a
multi-division unit investment trust registered under the Investment Company Act
of 1940 and presently consists of seven investment divisions used to support
variable universal life insurance policies. The assets in each division are
invested in shares of the corresponding portfolio of the Metropolitan Series
Fund, Inc. (the "Fund"). Each portfolio has varying investment objectives
relative to growth of capital and income.
The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on December 13, 1988, and registered as a unit investment
trust on January 5, 1990. The assets of the Separate Account are the property of
Metropolitan Life.
A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:
1. SIGNIFICANT ACCOUNTING POLICIES
A. VALUATION OF INVESTMENTS
Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. A summary of investments of the seven
designated portfolios of the Fund in which the seven investment divisions of the
Separate Account invest as of December 31, 1996 is included as Note 4. The
methods used to value the Fund's investments at December 31, 1996 are described
in Note 1A of the Fund's 1996 Annual Report.
B. SECURITY TRANSACTIONS
Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified cost.
C. FEDERAL INCOME TAXES
In the opinion of counsel of Metropolitan Life, the Separate Account will be
treated as a part of Metropolitan Life and its operations, and the Separate
Account will not be taxed separately as a "regulated investment company" under
existing law. Metropolitan Life is taxed as a life insurance company. The
policies permit Metropolitan Life to charge against the Separate Account any
taxes, or reserves for taxes, attributable to the maintenance or operation of
the Separate Account. Metropolitan Life is not currently charging any Federal
income taxes against the Separate Account arising from the earnings or realized
capital gains attributable to the Separate Account. Such charges may be imposed
in future years depending on market fluctuations and transactions involving the
Separate Account.
D. NET PREMIUMS
Metropolitan Life deducts a sales load and a state premium tax charge from
premiums before amounts are allocated to the Separate Account. In the case of
certain of the policies, Metropolitan Life also deducts a Federal income tax
charge before amounts are allocated to the Separate Account. The Federal income
tax charge is imposed in connection with certain of the policies to recover a
portion of the Federal income tax adjustment attributable to policy acquisition
expenses.
2. DIVIDENDS
On April 25, 1996 and December 16, 1996, the Fund declared dividends for all
shareholders of record on April 25, 1996 and December 26, 1996, respectively.
The amount of dividends received by the Separate Account was $29,952,232. The
dividends were paid to Metropolitan Life on April 26, 1996 and December 27,
1996, respectively, and were immediately reinvested in additional shares of the
portfolios in which the investment divisions invest. As a result of this
reinvestment, the number of shares of the Fund held by each of the seven
investment divisions increased by the following: Growth Portfolio 488,416
shares, Income Portfolio
49
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996
2. DIVIDENDS--(CONTINUED)
139,135 shares, Money Market Portfolio 28,861 shares, Diversified Portfolio
578,116 shares, International Stock Portfolio 16,160 shares, Stock Index
Portfolio 33,043 shares, and Aggressive Growth Portfolio 82,174 shares.
3. EXPENSES
With respect to assets in the Separate Account that support certain
policies, Metropolitan Life applies a daily charge against the Separate Account
for the mortality and expense risks assumed by Metropolitan Life. This charge is
equivalent to the effective annual rate of .90% of the average daily value of
the net assets in the Separate Account which are attributable to such policies.
50
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996
4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC.
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO DIVERSIFIED
GROWTH PORTFOLIO INCOME PORTFOLIO PORTFOLIO
------------------------- ------------------------ ---------------------- --------------
VALUE VALUE VALUE VALUE
(NOTE 1A) (NOTE 1A) (NOTE 1A) (NOTE 1A)
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace................... $ 14,697,375 (0.9%) $ 8,224,562
Automotive.................. 38,188,750 (2.4%) 21,290,925
Banking..................... 157,307,202 (9.8%) 87,632,900
Broadcasting................ 19,728,750 (1.2%) 11,025,000
Business Services........... 31,078,650 (1.9%) 17,361,575
Chemicals................... 105,060,638 (6.6%) 58,547,387
Cosmetics................... 20,924,887 (1.3%) 11,739,188
Drugs & Health Care......... 65,432,344 (4.1%) 36,554,638
Electrical Equipment........ 39,896,063 (2.5%) 22,197,437
Electronics................. 147,966,575 (9.3%) 82,595,572
Financial Services.......... 34,196,000 (2.1%) 19,078,600
Food & Beverages............ 55,678,225 (3.5%) 31,081,563
Hospital Management......... 26,943,900 (1.7%) 15,140,663
Hospital Supply............. 64,140,600 (4.0%) 35,693,650
Hotel & Restaurant.......... 34,541,887 (2.2%) 19,286,312
Household Products.......... 27,788,750 (1.7%) 15,490,750
Insurance................... 58,992,362 (3.7%) 32,934,038
Leisure..................... 37,965,054 (2.4%) 21,750,587
Machinery................... 24,072,650 (1.5%) 13,385,200
Metals--Aluminum............ 45,886,900 (2.9%) 25,661,113
Miscellaneous............... 17,727,000 (1.1%) 9,861,000
Office & Business
Equipment................. 104,763,338 (6.6%) 58,437,513
Oil......................... 27,677,510 (1.7%) 15,646,986
Oil--Domestic............... 7,318,575 (0.5%) 4,071,375
Oil--International.......... 32,374,200 (2.0%) 18,031,200
Oil--Services............... 46,821,401 (2.9%) 26,157,263
Retail Grocery.............. 23,040,750 (1.4%) 13,019,606
Retail Trade................ 74,240,420 (4.7%) 41,373,775
Software.................... 19,964,200 (1.3%) 11,203,265
Tobacco..................... 22,356,062 (1.4%) 12,602,737
Transportation--Railroad.... 8,116,800 (0.5%) 4,548,600
Transportation--Trucking.... 0 (0.0%) 5
Utilities--Gas Distribution
& Pipelines............... 33,212,237 (2.1%) 18,517,850
-------------- --------------
Total Common Stock.......... 1,468,100,055 (91.9%) 820,142,835
-------------- --------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... $ 17,291,411 (4.5%) $ 13,220,347
Collateralized Mortgage
Obligations............... 8,684,394 (2.3%) 9,152,935
Financial Services.......... 36,834,715 (9.6%) 60,619,051
Government Sponsored........ 5,656,770 (1.5%) 6,496,680
Industrials................. 26,858,935 (7.0%) 33,637,368
Miscellaneous............... 6,288,068 (1.6%) 8,335,834
Utilities--Electric......... 7,305,058 (1.9%) 5,318,809
Utilities--Miscellaneous.... 0 (0.0%) 2,838,920
Utilities--Telephone........ 0 (0.0%) 5,040,000
Total Corporate Bonds....... 108,919,351 (28.4%) 144,659,944
Federal Agency
Obligations............... 19,701,551 (5.1%) 30,641,236
Federal Treasury
Obligations............... 201,495,177 (52.6%) 317,610,213
Foreign Obligations......... 14,393,603 (3.8%) 20,255,361
Yankee Bonds................ 15,352,261 (4.0%) 21,020,607
------------- --------------
Total Bonds................. 359,861,943 (93.9%) 534,187,361
------------- --------------
SHORT-TERM OBLIGATIONS
Commercial Paper............ $ 125,797,417 (7.9%) $ 17,393,000 (4.5%) $25,926,227 (62.3%) $ 82,989,000
Corporate Note.............. 3,998,775 (9.6%)
Federal Agency
Obligations............... 11,675,628 (28.0%)
-------------- ------------- ----------- --------------
Total Short-Term
Obligations............... 125,797,417 (7.9%) 17,393,000 (4.5%) 41,600,630 (99.9%) 82,989,000
-------------- ------------- ----------- --------------
TOTAL INVESTMENTS............. 1,593,897,472 (99.8%) 377,254,943 (98.4%) 41,600,630 (99.9%) 1,437,319,196
Other Assets Less
Liabilities............... 3,831,003 (0.2%) 6,139,895 (1.6%) 36,001 (0.1%) 11,521,971
-------------- ------------- ----------- --------------
NET ASSETS.................... $1,597,728,475 (100.0%) $ 383,394,838 (100.0%) $41,636,631 (100.0%) $1,448,841,167
-------------- ------------- ----------- --------------
-------------- ------------- ----------- --------------
<CAPTION>
<S> <C>
COMMON STOCK
Aerospace................... (0.6%)
Automotive.................. (1.5%)
Banking..................... (6.0%)
Broadcasting................ (0.8%)
Business Services........... (1.2%)
Chemicals................... (4.0%)
Cosmetics................... (0.8%)
Drugs & Health Care......... (2.5%)
Electrical Equipment........ (1.5%)
Electronics................. (5.7%)
Financial Services.......... (1.3%)
Food & Beverages............ (2.1%)
Hospital Management......... (1.0%)
Hospital Supply............. (2.5%)
Hotel & Restaurant.......... (1.3%)
Household Products.......... (1.1%)
Insurance................... (2.3%)
Leisure..................... (1.5%)
Machinery................... (0.9%)
Metals--Aluminum............ (1.8%)
Miscellaneous............... (0.7%)
Office & Business
Equipment................. (4.0%)
Oil......................... (1.1%)
Oil--Domestic............... (0.3%)
Oil--International.......... (1.2%)
Oil--Services............... (1.8%)
Retail Grocery.............. (0.9%)
Retail Trade................ (2.9%)
Software.................... (0.8%)
Tobacco..................... (0.9%)
Transportation--Railroad.... (0.3%)
Transportation--Trucking.... (0.0%)
Utilities--Gas Distribution
& Pipelines............... (1.3%)
Total Common Stock.......... (56.6%)
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Banking..................... (0.9%)
Collateralized Mortgage
Obligations............... (0.6%)
Financial Services.......... (4.2%)
Government Sponsored........ (0.5%)
Industrials................. (2.3%)
Miscellaneous............... (0.6%)
Utilities--Electric......... (0.4%)
Utilities--Miscellaneous.... (0.2%)
Utilities--Telephone........ (0.3%)
Total Corporate Bonds....... (10.0%)
Federal Agency
Obligations............... (2.1%)
Federal Treasury
Obligations............... (21.9%)
Foreign Obligations......... (1.4%)
Yankee Bonds................ (1.5%)
Total Bonds................. (36.9%)
SHORT-TERM OBLIGATIONS
Commercial Paper............ (5.7%)
Corporate Note..............
Federal Agency
Obligations...............
Total Short-Term
Obligations............... (5.7%)
TOTAL INVESTMENTS............. (99.2%)
Other Assets Less
Liabilities............... (0.8%)
NET ASSETS.................... (100.0%)
</TABLE>
51
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996
4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC.-- (CONTINUED)
<TABLE>
<CAPTION>
INTERNATIONAL STOCK
PORTFOLIO
------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Automotive.................................................................................. $ 12,042,055 (4.0%)
Banking..................................................................................... 28,537,013 (9.4%)
Broadcasting................................................................................ 1,583,340 (0.5%)
Business Services........................................................................... 1,353,994 (0.5%)
Chemicals................................................................................... 15,831,034 (5.2%)
Construction Materials...................................................................... 4,410,671 (1.5%)
Consumer Non-Durables....................................................................... 1,078,633 (0.4%)
Drugs & Health Care......................................................................... 13,669,733 (4.5%)
Electrical Equipment........................................................................ 4,851,913 (1.6%)
Electronics................................................................................. 33,670,645 (11.1%)
Financial Services.......................................................................... 16,109,145 (5.3%)
Food & Beverages............................................................................ 4,475,477 (1.5%)
Forest Products & Paper..................................................................... 1,650,874 (0.6%)
General Business............................................................................ 81,167 (0.0%)
Homebuilders................................................................................ 2,312,664 (0.8%)
Household Products.......................................................................... 1,626,631 (0.5%)
Insurance................................................................................... 12,269,901 (4.0%)
Investment Companies........................................................................ 2,234,375 (0.7%)
Leisure..................................................................................... 2,828,608 (0.9%)
Machinery................................................................................... 5,079,733 (1.7%)
Metals--Gold................................................................................ 59,942 (0.0%)
Metals--Non-Ferrous......................................................................... 4,051,349 (1.3%)
Metals--Steel & Iron........................................................................ 6,796,496 (2.2%)
Miscellaneous............................................................................... 5,656,864 (1.9%)
Multi-Industry.............................................................................. 14,979,104 (4.9%)
Oil & Gas Exploration....................................................................... 6,073,231 (2.0%)
Oil--International.......................................................................... 15,038,125 (4.9%)
Printing & Publishing....................................................................... 3,890,524 (1.3%)
Real Estate................................................................................. 15,753,267 (5.2%)
Retail Trade................................................................................ 8,007,127 (2.6%)
Textiles & Apparel.......................................................................... 2,385,456 (0.8%)
Toys & Amusements........................................................................... 976,600 (0.3%)
Transportation.............................................................................. 1,745,426 (0.6%)
Utilities--Electric......................................................................... 4,565,840 (1.5%)
Utilities--Gas Distribution & Pipelines..................................................... 3,750,981 (1.2%)
Utilities--Miscellaneous.................................................................... 3,130,194 (1.0%)
Utilities--Telephone........................................................................ 7,711,745 (2.5%)
-------------
Total Common Stock.......................................................................... 270,269,877 (88.9%)
-------------
PREFERRED STOCK
Retail Trade................................................................................ 518,032 (0.2%)
-------------
Total Equity Securities..................................................................... 270,787,909 (89.1%)
TOTAL LONG-TERM DEBT SECURITIES--CONVERTIBLE BONDS............................................ 19,499,259 (6.4%)
-------------
TOTAL INVESTMENTS............................................................................. 290,287,168 (95.5%)
Other Assets Less Liabilities............................................................... 13,538,315 (4.5%)
-------------
NET ASSETS.................................................................................... $ 303,825,483 (100.0%)
-------------
-------------
</TABLE>
52
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996
4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC.-- (CONTINUED)
<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO
-------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Aerospace.................................................................................. $ 28,736,048 (2.6%)
Automotive................................................................................. 28,701,626 (2.6%)
Banking.................................................................................... 93,714,830 (8.4%)
Broadcasting............................................................................... 11,450,367 (1.0%)
Building & Construction.................................................................... 7,528,376 (0.7%)
Business Services.......................................................................... 14,455,324 (1.3%)
Chemicals.................................................................................. 34,500,400 (3.1%)
Containers & Glass......................................................................... 1,693,750 (0.2%)
Cosmetics.................................................................................. 3,360,350 (0.3%)
Drugs & Health Care........................................................................ 72,616,988 (6.5%)
Electrical Equipment....................................................................... 48,407,363 (4.3%)
Electronics................................................................................ 63,125,007 (5.6%)
Financial Services......................................................................... 35,084,926 (3.1%)
Food & Beverages........................................................................... 68,548,136 (6.1%)
Forest Products & Paper.................................................................... 16,456,307 (1.5%)
Hospital Management........................................................................ 10,165,689 (0.9%)
Hospital Supply............................................................................ 30,587,031 (2.7%)
Hotel & Restaurant......................................................................... 10,602,137 (0.9%)
Household Appliances & Home Furnishings.................................................... 1,995,625 (0.2%)
Household Products......................................................................... 34,569,100 (3.1%)
Insurance.................................................................................. 38,990,773 (3.5%)
Leisure.................................................................................... 9,888,705 (0.9%)
Liquor..................................................................................... 2,526,500 (0.2%)
Machinery.................................................................................. 14,790,412 (1.3%)
Metals--Aluminum........................................................................... 4,013,638 (0.4%)
Metals--Gold............................................................................... 5,642,260 (0.5%)
Metals--Non-Ferrous........................................................................ 2,738,985 (0.2%)
Metals--Steel & Iron....................................................................... 1,839,738 (0.2%)
Mining..................................................................................... 2,180,087 (0.2%)
Miscellaneous.............................................................................. 3,178,900 (0.3%)
Multi-Industry............................................................................. 9,577,826 (0.9%)
Newspapers................................................................................. 6,143,637 (0.5%)
Office & Business Equipment................................................................ 48,538,755 (4.3%)
Oil & Gas Exploration...................................................................... 2,800,313 (0.2%)
Oil--Domestic.............................................................................. 21,819,438 (1.9%)
Oil--International......................................................................... 65,066,563 (5.8%)
Oil--Services.............................................................................. 11,558,751 (1.0%)
Photography................................................................................ 5,953,875 (0.5%)
Printing & Publishing...................................................................... 3,554,968 (0.3%)
Retail Grocery............................................................................. 5,887,863 (0.5%)
Retail Trade............................................................................... 42,490,678 (3.8%)
Software................................................................................... 30,829,784 (2.7%)
Textiles & Apparel......................................................................... 6,880,088 (0.6%)
Tires & Rubber............................................................................. 3,116,200 (0.3%)
Tobacco.................................................................................... 21,138,225 (1.9%)
Toys & Amusements.......................................................................... 2,450,273 (0.2%)
Transportation--Airlines................................................................... 4,475,875 (0.4%)
Transportation--Railroad................................................................... 11,508,961 (1.0%)
Transportation--Trucking................................................................... 1,006,875 (0.1%)
Utilities--Electric........................................................................ 27,914,283 (2.5%)
Utilities--Gas Distribution & Pipelines.................................................... 14,503,806 (1.3%)
Utilities--Telephone....................................................................... 72,606,227 (6.5%)
--------------
Total Common Stock......................................................................... 1,121,912,642 (100.0%)
--------------
PREFERRED STOCK
Hospital Supply............................................................................ 1,774 (0.0%)
--------------
Total Equity Securities.................................................................... 1,121,914,416 (100.0%)
TOTAL SHORT-TERM OBLIGATIONS--U.S. TREASURY BILLS............................................ 6,119,501 (0.5%)
--------------
TOTAL INVESTMENTS............................................................................ 1,128,033,917 (100.5%)
Other Assets Less Liabilities.............................................................. (5,736,583) (-0.5%)
--------------
NET ASSETS................................................................................... $1,122,297,334 (100.0%)
--------------
--------------
</TABLE>
53
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
DECEMBER 31, 1996
4. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1996--METROPOLITAN SERIES FUND,
INC.-- (CONCLUDED)
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
PORTFOLIO
-------------------------
VALUE
(NOTE 1A)
<S> <C> <C>
COMMON STOCK
Automotive................................................................................. $ 8,300,475 (0.6%)
Banking.................................................................................... 52,161,093 (4.0%)
Broadcasting............................................................................... 1,911,644 (0.1%)
Business Services.......................................................................... 111,731,275 (8.5%)
Chemicals.................................................................................. 8,035,150 (0.6%)
Drugs & Health Care........................................................................ 40,531,901 (3.1%)
Electronics................................................................................ 159,063,920 (12.0%)
Finance.................................................................................... 1,903,687 (0.1%)
Financial Services......................................................................... 36,782,250 (2.8%)
Food & Beverages........................................................................... 8,800,137 (0.7%)
Hospital Supply............................................................................ 24,680,369 (1.9%)
Hotel & Restaurant......................................................................... 147,865,328 (11.2%)
Insurance.................................................................................. 24,104,063 (1.8%)
Leisure.................................................................................... 22,011,718 (1.7%)
Machinery.................................................................................. 5,305,125 (0.4%)
Office & Business Equipment................................................................ 46,756,744 (3.5%)
Oil........................................................................................ 1,795,219 (0.1%)
Oil & Gas Exploration...................................................................... 22,009,875 (1.7%)
Oil--Services.............................................................................. 115,561,562 (8.7%)
Personal Care.............................................................................. 2,647,288 (0.2%)
Printing & Publishing...................................................................... 7,947,212 (0.6%)
Retail Trade............................................................................... 116,932,900 (8.9%)
Software................................................................................... 110,257,289 (8.3%)
Textiles & Apparel......................................................................... 38,388,025 (2.9%)
Tobacco.................................................................................... 1,785,938 (0.1%)
Transportation--Airlines................................................................... 19,139,375 (1.4%)
Utilities--Miscellaneous................................................................... 7,936,000 (0.6%)
Utilities--Telephone....................................................................... 19,502,387 (1.5%)
--------------
Total Common Stock......................................................................... 1,163,847,949 (88.0%)
--------------
PREFERRED STOCK
Printing & Publishing...................................................................... 3,590,300 (0.3%)
--------------
Total Equity Securities...................................................................... 1,167,438,249 (88.3%)
TOTAL LONG-TERM DEBT SECURITIES--CONVERTIBLE BONDS........................................... 2,312,500 (0.2%)
TOTAL SHORT-TERM OBLIGATIONS--COMMERCIAL PAPER............................................... 142,773,021 (10.8%)
--------------
TOTAL INVESTMENTS............................................................................ 1,312,523,770 (99.3%)
Other Assets Less Liabilities.............................................................. 9,325,594 (0.7%)
--------------
NET ASSETS................................................................................... $1,321,849,364 (100.0%)
--------------
--------------
</TABLE>
54
<PAGE>
INDEPENDENT AUDITORS' REPORT
Metropolitan Life Insurance Company
We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "Company") as of December 31, 1996 and 1995 and the
related consolidated statements of earnings, equity and cash flows for each of
the three years in the period ended December 31, 1996. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1996 and 1995 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.
As discussed in Notes 1 and 13 to the consolidated financial statements, the
Company has retroactively adopted applicable generally accepted accounting
principles relating to mutual life insurance companies and has changed, as of
December 31, 1994, the method of accounting for fixed maturity investments.
Deloitte & Touche LLP
New York, New York
April 4, 1997
55
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
NOTES 1996 1995
--------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Investments:
Fixed Maturities:................................................................... 2,12
Available for Sale, at Estimated Fair Value......................................... $ 75,039 $ 76,412
Held to Maturity, at Amortized Cost................................................. 11,322 11,340
Equity Securities................................................................... 2,12 2,816 1,749
Mortgage Loans on Real Estate....................................................... 2,12 18,964 17,216
Policy Loans........................................................................ 12 5,842 5,714
Real Estate......................................................................... 2 7,744 8,761
Real Estate Joint Ventures.......................................................... 4 851 753
Other Limited Partnership Interests................................................. 4 992 797
Leases and Leveraged Leases......................................................... 2 1,883 1,503
Short-Term Investments.............................................................. 12 741 1,769
Other Invested Assets............................................................... 2,692 2,651
---------- ----------
Total Investments................................................................. 128,886 128,665
Cash and Cash Equivalents............................................................. 12 2,325 1,930
Deferred Policy Acquisition Costs..................................................... 7,227 6,508
Accrued Investment Income............................................................. 1,611 1,961
Premiums and Other Receivables........................................................ 2,916 2,533
Deferred Income Taxes Receivable...................................................... 37 --
Other Assets.......................................................................... 2,094 2,157
Separate Account Assets............................................................... 43,775 39,384
---------- ----------
TOTAL ASSETS.......................................................................... $ 188,871 $ 183,138
---------- ----------
---------- ----------
LIABILITIES AND EQUITY
LIABILITIES
Future Policy Benefits................................................................ 5 $ 69,223 $ 68,256
Policyholder Account Balances......................................................... 5,12 47,674 48,133
Other Policyholder Funds.............................................................. 12 4,179 4,006
Policyholder Dividends Payable........................................................ 1,817 1,825
Short- and Long-Term Debt............................................................. 9,12 5,365 5,580
Income Taxes Payable:................................................................. 6
Current............................................................................. 599 827
Deferred............................................................................ -- 230
Other Liabilities..................................................................... 4,632 3,666
Separate Account Liabilities.......................................................... 43,399 38,861
---------- ----------
Total Liabilities................................................................. 176,888 171,384
---------- ----------
Commitments and Contingencies (Notes 2, 4 and 10).....................................
EQUITY
Retained Earnings..................................................................... 10,937 10,084
Net Unrealized Investment Gains....................................................... 3 1,028 1,646
Foreign Currency Translation Adjustments.............................................. 18 24
---------- ----------
TOTAL EQUITY.......................................................................... 13 11,983 11,754
---------- ----------
TOTAL LIABILITIES AND EQUITY.......................................................... $ 188,871 $ 183,138
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
The New York State Insurance Department (the "Department") recognizes only
statutory accounting practices for determining and reporting the financial
condition and results of operations of an insurance company for determining
solvency under the New York Insurance Law. No consideration is given by the
Department to financial statements prepared in accordance with generally
accepted accounting principles in making such determination.
56
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----------- --------- --------- ---------
<S> <C> <C> <C> <C>
(IN MILLIONS)
REVENUES
Premiums...................................................................... 5 $ 11,462 $ 11,178 $ 10,078
Universal Life and Investment-Type Product Policy Fee Income.................. 1,173 1,105 883
Net Investment Income......................................................... 3 8,848 8,711 8,283
Investment Gains, Net......................................................... 3 603 199 4
Commissions, Fees and Other Income............................................ 1,152 741 636
--
--------- --------- ---------
Total Revenues................................................................ 23,238 21,934 19,884
--
--------- --------- ---------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits......................................................... 5 12,525 11,976 11,179
Interest Credited to Policyholder Account Balances............................ 2,868 3,143 3,040
Policyholder Dividends........................................................ 1,728 1,786 1,752
Other Operating Costs and Expenses............................................ 4,711 4,285 3,500
--
--------- --------- ---------
Total Benefits and Other Deductions........................................... 21,832 21,190 19,471
--
--------- --------- ---------
Earnings from Continuing Operations before Income Taxes....................... 1,406 744 413
Income Taxes.................................................................. 6 482 407 380
--
--------- --------- ---------
Earnings from Continuing Operations........................................... 924 337 33
--
--------- --------- ---------
Discontinued Operations:
(Loss) Earnings from Discontinued Operations (Net of Income Tax (Benefit)
Expense of $(18) in 1996, $32 in 1995 and $54 in 1994).................... (52) (54) 81
(Loss) Gain on Disposal of Discontinued Operations (Net of Income Tax
(Benefit) Expense of $(11) in 1996 and $106 in 1995)...................... (19) 416 --
--
--------- --------- ---------
(Loss) Earnings from Discontinued Operations................................ (71) 362 81
--
--------- --------- ---------
NET EARNINGS.................................................................. 13 $ 853 $ 699 $ 114
--
--
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
57
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 ,1995 AND 1994
<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----------- --------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
RETAINED EARNINGS, BEGINNING OF YEAR......................................... $ 10,084 $ 9,385 $ 9,271
Net Earnings................................................................. 853 699 114
--------- --------- ---------
RETAINED EARNINGS, END OF YEAR............................................... 10,937 10,084 9,385
--------- --------- ---------
NET UNREALIZED INVESTMENT GAINS (LOSSES), BEGINNING OF YEAR.................. 1,646 (955) 259
Cumulative Effect of Accounting Change....................................... 1 -- -- (1,247)
Change in Unrealized Investment (Losses) Gains............................... (618) 2,601 33
--------- --------- ---------
NET UNREALIZED INVESTMENT GAINS (LOSSES), END OF YEAR........................ 1,028 1,646 (955)
--------- --------- ---------
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, BEGINNING OF YEAR.................. 24 (2) (17)
Change in foreign currency translation adjustments........................... (6) 26 15
--------- --------- ---------
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS, END OF YEAR........................ 18 24 (2)
--------- --------- ---------
TOTAL EQUITY, END OF YEAR................................................ 13 $ 11,983 $ 11,754 $ 8,428
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
58
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES......................................... $ 3,688 $ 4,823 $ 3,980
Cash Flows from Investing Activities:
Sales, Maturities and Repayments of:
Fixed Maturities.............................................................. 76,117 64,372 47,658
Equity Securities............................................................. 2,069 694 795
Mortgage Loans on Real Estate................................................. 2,380 3,182 2,684
Real Estate................................................................... 1,948 1,193 688
Real Estate Joint Ventures.................................................... 410 387 471
Other Limited Partnership Interests........................................... 178 42 24
Purchases of:
Fixed Maturities.............................................................. (76,225) (66,693) (51,073)
Equity Securities............................................................. (2,742) (781) (812)
Mortgage Loans on Real Estate................................................. (4,225) (2,491) (1,465)
Real Estate................................................................... (859) (904) (773)
Real Estate Joint Ventures.................................................... (130) (285) (51)
Other Limited Partnership Interests........................................... (307) (87) (164)
Net Change in Short-Term Investments............................................ 1,028 (634) 198
Net Change in Policy Loans...................................................... (128) (112) (393)
Other, Net...................................................................... (438) (568) (107)
---------- ---------- ----------
NET CASH USED BY INVESTING ACTIVITIES............................................. (924) (2,685) (2,320)
---------- ---------- ----------
Cash Flows from Financing Activities:
Policyholder Account Balances
Deposits...................................................................... 17,167 16,017 15,580
Withdrawals................................................................... (19,321) (19,142) (16,876)
Additions to Long-Term Debt..................................................... -- 692 148
Repayments of Long-Term Debt.................................................... (284) (389) (334)
Net Increase (Decrease) in Short-Term Debt...................................... 69 (78) 143
---------- ---------- ----------
NET CASH USED BY FINANCING ACTIVITIES............................................. (2,369) (2,900) (1,339)
---------- ---------- ----------
Change in Cash and Cash Equivalents............................................... 395 (762) 321
Cash and Cash Equivalents, Beginning of Year...................................... 1,930 2,692 2,371
---------- ---------- ----------
CASH AND CASH EQUIVALENTS, END OF YEAR............................................ $ 2,325 $ 1,930 $ 2,692
---------- ---------- ----------
---------- ---------- ----------
Supplemental Cash Flow Information:
Interest Paid................................................................... 310 280 257
---------- ---------- ----------
---------- ---------- ----------
Income Taxes Paid............................................................... $ 497 $ 283 $ 161
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
59
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
NET EARNINGS............................................................................. $ 853 $ 699 $ 114
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Change in Deferred Policy Acquisition Costs, Net....................................... (391) (376) (538)
Change in Accrued Investment Income.................................................... 350 (191) (70)
Change in Premiums and Other Receivables............................................... (106) (29) (458)
Undistributed (Income) Loss of Real Estate Joint Ventures and Other Limited
Partnerships......................................................................... 100 (95) 150
Gains from Sale of Investments and Businesses, Net..................................... (573) (721) (4)
Depreciation and Amortization Expenses................................................. (18) 30 (25)
Interest Credited to Policyholder Account Balances..................................... 2,868 3,143 3,040
Universal Life and Investment-Type Product Policy Fee Income........................... (1,173) (1,105) (883)
Change in Future Policy Benefits....................................................... 2,149 2,332 2,089
Change in Other Policyholder Funds..................................................... 181 (66) 65
Change in Policyholder Dividends Payable............................................... (8) 11 (55)
Change in Income Taxes Payable......................................................... (134) 327 503
Other, Net............................................................................. (410) 864 52
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES................................................ $ 3,688 $ 4,823 $ 3,980
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
60
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Metropolitan Life Insurance Company ("MetLife") and its subsidiaries
(collectively, the "Company") principally provide life insurance and annuity
products and pension, pension-related and investment-related services to
individuals, corporations and other institutions. The Company also provides
nonmedical health, disability and property and casualty insurance and offers
investment management, investment advisory, and commercial finance services.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New York
State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under the
New York Insurance Law. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determination.
The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint venture interests in which
MetLife has control. Other equity investments in affiliated companies,
partnerships and joint ventures are generally reported on the equity basis.
Significant intercompany transactions and balances have been eliminated in
consolidation.
Minority interest related to subsidiaries, partnership and joint venture
interests that are consolidated amounted to $149 million and $137 million at
December 31, 1996 and 1995, respectively, and is included in other liabilities.
Minority interest in earnings of $30 million, $22 million and $5 million in
1996, 1995 and 1994, respectively, is included in other operating costs and
expenses.
In August 1996, MetLife completed a merger with New England Mutual Life
Insurance Company ("The New England") whereby The New England was merged
directly into MetLife. The merger was accounted for as a pooling of interest
and, accordingly, the accompanying consolidated financial statements include the
accounts and operations of The New England for all periods.
Prior to 1996, MetLife, as a mutual life insurance company, prepared its
financial statements in conformity with accounting practices prescribed or
permitted by the Department (statutory financial statements), which accounting
practices were considered to be GAAP for a mutual life insurance company. In
1996, MetLife adopted Interpretation No. 40, APPLICABILITY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES (the
"Interpretation"), and Statement of Financial Accounting Standards ("SFAS") No.
120, ACCOUNTING AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY
INSURANCE ENTERPRISES FOR CERTAIN LONG DURATION PARTICIPATING POLICIES (the
"Standard"), of the Financial Accounting Standards Board ("FASB"). The
Interpretation and the Standard required mutual life insurance companies to
adopt all standards promulgated by the FASB in their general purpose financial
statements. The financial statements of MetLife for 1995 and 1994 have been
retroactively restated to reflect the adoption of all applicable authoritative
GAAP pronouncements. The effect of such adoption, except for SFAS No. 115,
"ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES," has been
reflected in equity at January 1, 1994 (see Note 13).
As of December 31, 1994, the Company adopted SFAS No. 115, which expanded
the use of fair value accounting for those securities that a company does not
have positive intent and ability to hold to maturity. Implementation of SFAS No.
115 decreased consolidated equity at December 31, 1994, by $1,247 million, net
of deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and future
policy benefits. In 1995, the FASB issued implementation guidance for SFAS No.
115 and permitted companies a one-time opportunity, through December 31, 1995,
to
61
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
reassess the appropriateness of the classification of all securities held at
that time. On December 31, 1995, the Company transferred $3,058 million of
securities classified as held to maturity to the available for sale portfolio.
As a result, consolidated equity at December 31, 1995, increased by $135
million, excluding the effects of deferred income taxes, amounts attributable to
participating pension contractholders and adjustments of deferred policy
acquisition costs and future policy benefits.
VALUATION OF INVESTMENTS
Fixed maturity securities for which the Company has the positive intent and
ability to hold to maturity are stated principally at amortized cost and include
bonds and redeemable preferred stock. All other fixed maturity securities are
classified as available for sale and are reported at estimated fair value.
Equity securities are stated principally at estimated fair value and include
common stocks and nonredeemable preferred stocks. Unrealized investment gains
and losses on fixed maturity securities available for sale and equity securities
are reported as a separate component of equity. Such amounts are net of related
deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and future
policy benefits relating to unrealized gains on available for sale securities.
Costs of fixed maturity and equity securities are adjusted for impairments in
value deemed to be other than temporary. All security transactions are recorded
on a trade date basis.
Mortgage loans in good standing are carried at outstanding principal
balances less unaccreted discounts. Mortgage loans are considered impaired when,
based on current information and events, it is probable that the Company will be
unable to collect all amounts due according to the contract terms of the loan
agreement. When the Company determines that a loan is impaired, an allowance for
loss is established for the difference between the carrying value of the
mortgage loan and the estimated fair value. Estimated fair value is based on
either the present value of expected future cash flows discounted at the loan's
effective interest rate, the loan's observable market price or the fair value of
the collateral. The provision for losses is reported as a realized investment
loss. Mortgage loans deemed to be uncollectible are charged against the
allowance for losses and subsequent recoveries, if any, are credited to the
allowance for losses.
Investment real estate, including real estate acquired in satisfaction of
debt, is generally stated at depreciated cost (or amortized cost for capital
leases). At the date of foreclosure, real estate acquired in satisfaction of
debt is recorded at estimated fair value. Cost is adjusted for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the investment may not be recoverable. In performing the review for
recoverability, management estimates future cash flows expected from real estate
investments including proceeds on disposition. If the sum of such expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the real estate, an impairment loss is recognized.
Measurement of impairment losses is based on the estimated fair market value of
the real estate, which is generally computed using the present value of expected
future cash flows discounted at a rate commensurate with underlying risks. Real
estate investments that management intends to sell in the near term are reported
at the lower of cost or estimated fair market value less allowances for the
estimated cost of sales. Changes in allowances relating to real estate to be
disposed of and impairments of real estate are reported as realized investment
gains or losses.
Depreciation, including charges relating to capital leases, of real estate
is computed using the straight-line method over the estimated useful lives of
the properties, which generally range from 20 to 40 years or the terms of the
lease, if shorter. Accumulated depreciation and amortization on real estate was
$2,109 million and $2,187 million at December 31, 1996 and 1995, respectively.
Depreciation and amortization expense totaled $348 million, $427 million and
$356 million for the years ended December 31, 1996, 1995 and 1994, respectively.
62
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Policy loans are stated at unpaid principal balances. Short-term investments
are stated at amortized cost, which approximates fair value.
The Company acts as the lessor of equipment in both direct financing and
operating lease transactions. At lease commencement, the Company records the
aggregate future minimum lease payments due, the estimated residual value of the
leased equipment and unearned lease income for direct financing leases. The
unearned lease income represents the excess of aggregate future minimum lease
receipts plus the estimated residual value over the cost of the leased equipment
or its net capitalized value. Lease income is recognized over the term of the
lease in a manner which reflects a level yield on the net investment in the
lease. Certain origination fees and costs are deferred and recognized over the
term of the lease using the interest method. For operating lease transactions,
the cost of equipment or its net realizable value is depreciated on a straight-
line basis over its estimated economic life and lease income is recorded as
earned.
The Company participates in leasing transactions in which it supplies only a
portion of the purchase price, but generally has the entire equity interest in
the equipment and rentals receivable (leveraged leases). These interests,
however, are subordinated to the interests of the lenders supplying the
nonequity portion of the repurchase price. The financing is generally in the
form of long-term debt that provides for no recourse against the Company and is
collateralized by the property. The investment in leveraged leases is recorded
net of the nonrecourse debt. Revenue, including related tax benefits, is
recorded over the term of the lease at a level rate of return. Management
regularly reviews residual values and writes down residuals to expected values
as needed.
INVESTMENT RESULTS
Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are netted against asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses.
PROPERTY AND EQUIPMENT
Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and amortization.
Depreciation, including charges relating to capitalized leases, is provided
using the straight-line or sum of the years digits methods over the estimated
useful lives of the assets, which generally range from 20 to 40 years for real
estate and five to 15 years or the term of the lease, if shorter, for all other
property and equipment. Amortization of leasehold improvements is provided using
the straight-line method over the lesser of the term of the lease or the
estimated useful life of the improvements.
RECOGNITION OF INCOME AND EXPENSES
Premiums from traditional life and annuity policies with life contingencies
are generally recognized as income when due. Benefits and expenses are matched
with such income so as to result in the recognition of profits over the life of
the contract. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.
For contracts with a single premium, or limited number of premium payments
due over a significantly shorter period of time than the total period over which
benefits are provided ("limited payment contracts"), premiums are recorded as
income when due with any excess profit deferred and recognized in income in a
constant relationship to insurance in force or, for annuities, the amount of
expected future benefit payments.
Premiums from nonmedical health contracts are recognized as income on a pro
rata basis over the contract terms.
63
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Premiums from universal life and investment-type contracts are reported as
deposits to policyholder account balances. Revenues from these contracts consist
of amounts assessed during the period against policyholder account balances for
mortality, policy administration and surrender charges. Policy benefits and
claims that are charged to expenses include benefit claims incurred in the
period in excess of related policyholder account balances and interest credited
to policyholder account balances.
Property and liability premiums are generally recognized as revenue on a pro
rata basis over the policy term. Unearned premiums are included in other
liabilities and are computed principally by the monthly pro rata method.
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, principally commissions, agency and
policy issue expenses, all of which vary with and are primarily related to the
production of new business, have been deferred. Deferred policy acquisition
costs are subject to recoverability testing at the time of policy issue and loss
recognition testing at the end of each accounting period.
Deferred policy acquisition costs are amortized over 40 years for
participating traditional life and 30 years for universal life and
investment-type products as a constant percentage of estimated gross margins or
profits arising principally from surrender charges and interest, mortality and
expense margins based on historical and anticipated future experience, updated
regularly. The effects of revisions to experience on previous amortization of
deferred policy acquisition costs are reflected in earnings in the period
estimated gross margins or profits are revised.
For nonparticipating traditional life and annuity policies with life
contingencies, deferred policy acquisition costs are amortized in proportion to
anticipated premiums. Assumptions as to anticipated premiums are estimated at
the date of policy issue and are consistently applied during the life of the
contracts. Deviations from estimated experience are reflected in earnings in the
period such deviations occur. For these contracts, the amortization periods
generally are for the estimated life of the policy.
For nonmedical health insurance contracts, deferred policy acquisition costs
are amortized over the life of the contracts (generally 10 years) in proportion
to anticipated premium revenue at the time of issue.
For property and liability insurance, deferred policy acquisition costs are
amortized over the terms of policies or reinsurance treaties.
VALUE OF INSURANCE BUSINESS ACQUIRED AND GOODWILL
The cost of insurance acquired of $358 million and $381 million at December
31, 1996 and 1995, respectively, and the excess of purchase price over the fair
value of net assets acquired of $17 million and $22 million at December 31, 1996
and 1995, respectively, are included in other assets. The cost of insurance
acquired is being amortized over the expected policy or contract duration in
relation to the present value of estimated gross profits from such policies and
contracts. Accumulated amortization of cost of insurance acquired was $48
million and $18 million at December 31, 1996 and 1995, respectively, and related
amortization expense was $30 million, $27 million and $2 million for the years
ended December 31, 1996, 1995 and 1994, respectively. The excess of purchase
price over the fair value of assets acquired is being amortized generally over a
10 year period using the straight-line method. Accumulated amortization of cost
in excess of net assets acquired was $48 million and $43 million at December 31,
1996 and 1995, respectively, and related amortization expense was $5 million, $5
million and $6 million for the years ended December 31, 1996, 1995 and 1994,
respectively.
64
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES
Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of net level premium reserves for
death and endowment policy benefits, the liability for terminal dividends and
premium deficiency reserves. The net level premium reserve is calculated based
on the nonforfeiture interest rate, ranging from 2.5 percent to 7.0 percent, and
mortality rates guaranteed in calculating the cash surrender values described in
such contracts. Premium deficiency reserves are established, if necessary, when
the liabilities for future policy benefits plus the present value of expected
future gross premiums are insufficient to provide for expected future policy
benefits and expenses after deferred policy acquisition costs are written off.
Future policy benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholder fund balances and,
after annuitization, are equal to the present value of expected future payments.
Interest rates used in establishing future policy benefit liabilities range from
2.5 percent to 7.0 percent for life insurance policies and 6.0 percent to 8.25
percent for annuity contracts.
Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest less
expense and mortality charges and withdrawals.
Benefit liabilities for nonmedical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals and
interest, which provide a margin for adverse deviation. Benefit liabilities for
disabled lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the Company's past
experience. A provision is also made for losses incurred but not reported on the
basis of estimates and past experience.
INCOME TAXES
MetLife and its eligible life insurance and nonlife insurance subsidiaries
file a consolidated federal income tax return. The future tax consequences of
temporary differences between financial reporting and tax basis of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred tax assets or liabilities.
SEPARATE ACCOUNT OPERATIONS
Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate Account assets are subject to general account claims only
to the extent the value of such assets exceeds the Separate Account liabilities.
Separate Account assets and liabilities also include assets and liabilities
relating to unit-linked products sold in the United Kingdom.
Investments held in the Separate Accounts (stated at estimated fair market
value) and liabilities of the Separate Accounts (including participants'
corresponding equity in the Separate Accounts) are reported separately as assets
and liabilities. Deposits to Separate Accounts are reported as increases in
Separate Account liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges to all Separate Accounts are included in
revenues.
65
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
POLICYHOLDER DIVIDENDS
The amount of policyholder dividends to be paid is determined annually by
the Board of Directors. The aggregate amount of policyholder dividends is
related to actual interest, mortality, morbidity and expense experience for the
year and management's judgment as to the appropriate level of statutory surplus
to be retained by the Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
CONSOLIDATED STATEMENTS OF CASH FLOWS--NON CASH TRANSACTIONS
For the years ended December 31, 1996, 1995 and 1994, respectively, real
estate of $189 million, $429 million and $273 million was acquired in
satisfaction of debt. At December 31, 1996 and 1995, the Company owned real
estate acquired in satisfaction of debt of $456 million and $649 million,
respectively. During 1995 and 1994, respectively, the company assumed
liabilities of $1,573 million and $88 million and received assets of $1,573
million and $86 million through assumption of certain businesses from other
insurance companies.
DISCONTINUED OPERATIONS
In January 1995, the Company contributed its group medical benefits
businesses to a corporate joint venture, The MetraHealth Companies, Inc.
("MetraHealth"). In October 1995, the Company sold its investment in MetraHealth
to United HealthCare Corporation. For its interest in MetraHealth, the Company
received $485 million face amount of United HealthCare Corporation convertible
preferred stock and $326 million in cash (including additional consideration of
$50 million in 1996). The sale resulted in an aftertax loss of $36 million in
1996 and an aftertax gain of $372 million in 1995. Operating losses in 1996
related principally to the finalization of the transfer of group medical
contracts to MetraHealth. The Company also has the right to receive from United
HealthCare Corporation up to approximately $169 million in cash based on the
1997 consolidated financial results of United HealthCare Corporation.
During 1995, the company also sold its real estate brokerage, mortgage
banking and mortgage administration operations for an aggregate consideration of
$251 million (including additional cash consideration of $25 million in 1996),
resulting in aftertax gains of $17 million in 1996 and $44 million in 1995.
These operations are accounted for as discontinued operations and,
accordingly, are segregated in the accompanying consolidated statements of
earnings.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations and subsidiaries are translated
at the exchange rate in effect at year end. Revenues and benefits and other
expenses are translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are charged or credited directly to equity.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
66
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS
FIXED MATURITY AND EQUITY SECURITIES
The cost or amortized cost, gross unrealized gain and loss and estimated
fair value of fixed maturity and equity securities, by category, are shown
below.
HELD TO MATURITY SECURITIES--DECEMBER 31, 1996 (IN MILLIONS):
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government
corporations and agencies............................................. $ 48 $ 3 $ 51
States and political subdivisions....................................... 58 1 59
Foreign governments..................................................... 260 5 265
Corporate............................................................... 7,520 236 $ 64 7,692
Mortgage-backed securities.............................................. 689 1 16 674
Other................................................................... 2,746 85 24 2,807
----------- --------- --------- -----------
Total bonds............................................................... 11,321 331 104 11,548
Redeemable preferred stocks............................................... 1 -- -- 1
----------- --------- --------- -----------
Total Fixed Maturities...................................................... $ 11,322 $ 331 $ 104 $ 11,549
----------- --------- --------- -----------
----------- --------- --------- -----------
</TABLE>
HELD TO MATURITY SECURITIES--DECEMBER 31, 1995 (IN MILLIONS):
<TABLE>
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S.
government corporations and agencies................... $ 63 $ 3 $ 66
States and political subdivisions........................ 57 -- 57
Foreign governments...................................... 194 10 204
Corporate................................................ 8,039 398 $ 33 8,404
Mortgage-backed securities............................... 860 5 31 834
Other.................................................... 2,126 128 5 2,249
----------- --------- --------- -----------
Total bonds................................................ 11,339 544 69 11,814
Redeemable preferred stocks................................ 1 -- -- 1
----------- --------- --------- -----------
Total Fixed Maturities....................................... $ 11,340 $ 544 $ 69 $ 11,815
----------- --------- --------- -----------
----------- --------- --------- -----------
</TABLE>
67
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS--(CONTINUED)
AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1996 (IN MILLIONS)
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S. government
corporations and agencies............................................. $ 12,949 $ 901 $ 128 $ 13,722
States and political subdivisions....................................... 536 13 1 548
Foreign governments..................................................... 2,597 266 6 2,857
Corporate............................................................... 32,520 1,102 294 33,328
Mortgage-backed securities.............................................. 21,200 407 91 21,516
Other................................................................... 2,511 90 30 2,571
----------- --------- --------- -----------
Total bonds............................................................... 72,313 2,779 550 74,542
Redeemable preferred stocks............................................... 500 -- 3 497
----------- --------- --------- -----------
Total Fixed Maturities...................................................... $ 72,813 $ 2,779 $ 553 $ 75,039
----------- --------- --------- -----------
----------- --------- --------- -----------
Equity Securities:
Common stocks............................................................. $ 1,882 $ 648 $ 55 $ 2,475
Nonredeemable preferred stocks............................................ 371 51 81 341
----------- --------- --------- -----------
Total Equity Securities..................................................... $ 2,253 $ 699 $ 136 $ 2,816
----------- --------- --------- -----------
----------- --------- --------- -----------
</TABLE>
AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1995 (IN MILLIONS)
<TABLE>
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations of U. S.
government corporations and agencies................... $ 15,963 $ 2,194 $ 4 $ 18,153
States and political subdivisions........................ 54 1 -- 55
Foreign governments...................................... 1,851 195 -- 2,046
Corporate................................................ 29,742 1,905 124 31,523
Mortgage-backed securities............................... 21,255 707 28 21,934
Other.................................................... 1,788 235 7 2,016
----------- --------- --------- -----------
Total bonds................................................ 70,653 5,237 163 75,727
Redeemable preferred stocks................................ 593 95 3 685
----------- --------- --------- -----------
Total Fixed Maturities....................................... $ 71,246 $ 5,332 $ 166 $ 76,412
----------- --------- --------- -----------
----------- --------- --------- -----------
Equity Securities:
Common stocks.............................................. $ 1,372 $ 389 $ 134 $ 1,627
Nonredeemable preferred stocks............................. 167 2 47 122
----------- --------- --------- -----------
Total Equity Securities...................................... $ 1,539 $ 391 $ 181 $ 1,749
----------- --------- --------- -----------
----------- --------- --------- -----------
</TABLE>
68
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS--(CONTINUED)
The amortized cost and estimated fair value of bonds classified as held to
maturity, by contractual maturity, are shown below.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) COST FAIR VALUE
----------- -----------
<S> <C> <C>
Due in one year or less............................. $ 389 $ 391
Due after one year through five years............... 3,317 3,413
Due after five years through 10 years............... 5,444 5,562
Due after 10 years.................................. 1,482 1,508
----------- -----------
Subtotal........................................ 10,632 10,874
Mortgage-backed securities.......................... 689 674
----------- -----------
Total........................................... $ 11,321 $ 11,548
----------- -----------
----------- -----------
</TABLE>
The amortized cost and estimated fair value of bonds classified as available
for sale, by contractual maturity, are shown below.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) COST FAIR VALUE
----------- -----------
<S> <C> <C>
Due in one year or less............................. $ 1,842 $ 1,844
Due after one year through five years............... 13,659 13,957
Due after five years through 10 years............... 15,729 16,228
Due after 10 years.................................. 19,883 20,997
----------- -----------
Subtotal........................................ 51,113 53,026
Mortgage-backed securities.......................... 21,200 21,516
----------- -----------
Total........................................... $ 72,313 $ 74,542
----------- -----------
----------- -----------
</TABLE>
Bonds not due at a single maturity date have been included in the above
tables in the year of final maturity. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.
MORTGAGE LOANS
Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1996, approximately 16
percent and 7 percent of the properties were located in California and Illinois,
respectively. Generally, the Company (as the lender) requires that a minimum of
one-fourth of the purchase price of the underlying real estate be paid by the
borrower.
The mortgage loan investments were categorized as follows:
<TABLE>
<CAPTION>
DECEMBER 31 1996 1995
------------- ------------
<S> <C> <C>
Office buildings.................................... 30% 32%
Retail.............................................. 19% 18%
Residential......................................... 16% 17%
Agricultural........................................ 18% 16%
Other............................................... 17% 17%
--- ---
Total........................................... 100% 100%
--- ---
--- ---
</TABLE>
Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $869 million and $1,164
million at December 31, 1996 and 1995, respectively.
69
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS--(CONTINUED)
Mortgage loan valuation allowances and changes thereto are shown below.
<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year........................ $ 466 $ 483 $ 569
Additions charged to income....................... 144 107 89
Deductions for writedowns and dispositions........ (166) (124) (175)
--------- --------- ---------
Balance, end of year.............................. $ 444 $ 466 $ 483
--------- --------- ---------
--------- --------- ---------
</TABLE>
Impaired mortgage loans and related valuation allowances are as follows:
<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
Impaired mortgage loans with valuation allowances....... $ 1,677 $ 2,028
Impaired mortgage loans with no valuation allowances.... 165 389
--------- ---------
Recorded investment in impaired mortgage loans.......... 1,842 2,417
Valuation allowances.................................... (427) (449)
--------- ---------
Net impaired mortgage loans............................. $ 1,415 $ 1,968
--------- ---------
--------- ---------
</TABLE>
During the years ended December 31, 1996 and 1995, the Company's average
recorded investment in impaired mortgage loans was $2,113 million and $2,365
million, respectively. Interest income recognized on these impaired mortgage
loans totaled $122 million and $169 million for the years ended December 31,
1996 and 1995, respectively. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans, where the present value method is used to measure
impairment, is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows.
REAL ESTATE
Real Estate valuation allowances and changes thereto are shown below.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year........................ $ 743 $ 622 $ 674
Additions charged to income....................... 127 358 82
Deductions for writedowns and dispositions........ (341) (237) (134)
--------- --------- ---------
Balance, end of year.............................. $ 529 $ 743 $ 622
--------- --------- ---------
--------- --------- ---------
</TABLE>
The above table does not include valuation reserves of $118 million, $167
million and $95 million at December 31, 1996, 1995 and 1994, respectively,
relating to investments in real estate joint ventures.
Prior to 1996, the Company established valuation allowances for impaired
real estate investments. During 1996, $150 million of valuation allowances
relating to real estate held for investment were applied as writedowns to
specific properties. The balance in the real estate valuation allowance at
December 31, 1996, relates to properties that management has committed to a plan
of sale. The carrying value, net of valuation allowances, of properties
committed to a plan of sale was $1,844 million at December 31, 1996. Net
investment income relating to such properties was $60 million for the year ended
December 31, 1996.
70
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS (CONTINUED)
LEASES AND LEVERAGED LEASES
The Company's investment in direct financing leases and leveraged leases is
summarized below.
<TABLE>
<CAPTION>
DIRECT FINANCING LEVERAGED LEASES
LEASES TOTAL
-------------------- -------------------- --------------------
DECEMBER 31 (IN MILLIONS) 1996 1995 1996 1995 1996 1995
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment..................... $ 1,247 $ 1,054 $ 507 $ 298 $ 1,754 $ 1,352
Estimated Residual Values...... 238 231 543 445 781 676
--------- --------- --------- --------- --------- ---------
Total........................ 1,485 1,285 1,050 743 2,535 2,028
Unearned Income................ (336) (295) (316) (230) (652) (525)
--------- --------- --------- --------- --------- ---------
Net Investment............... $ 1,149 $ 990 $ 734 $ 513 $ 1,883 $ 1,503
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>
The investment amounts set forth above are due primarily in monthly
installments. The payment periods generally range from three to eight years, but
in certain circumstances are as long as 20 years. Average yields range from 7
percent to 12 percent. These receivables are generally collateralized by the
related property.
Scheduled aggregate receipts for the investment and estimated residual
values in direct financing leases are:
<TABLE>
<CAPTION>
DIRECT
YEAR ENDING DECEMBER 31 (IN MILLIONS) FINANCING RESIDUALS TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1997........................................ $ 236 $ 20 $ 256
1998........................................ 209 9 218
1999........................................ 189 25 214
2000........................................ 167 26 193
2001........................................ 128 23 151
Thereafter.................................. 318 135 453
----------- ----- ---------
Total................................... $ 1,247 $ 238 $ 1,485
----------- ----- ---------
----------- ----- ---------
</TABLE>
Historical collection experience indicates that a portion of the above
amounts will be paid prior to contractual maturity. Accordingly, the future
receipts, as shown above, should not be regarded as a forecast of future cash
flow.
FINANCIAL INSTRUMENTS
The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms. Company
policy requires a minimum of 102 percent of the fair value of the loaned
securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and is not reflected in the
accompanying consolidated balance sheets. To further minimize the credit risks
related to this lending program, the Company regularly monitors the financial
condition of counterparties to these agreements.
The Company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options and swaps, which do not
themselves generate interest or dividend income, are acquired or sold in order
to hedge or reduce risks applicable to assets held, or expected to be purchased
or sold, and liabilities incurred or expected to be incurred. The Company may
also sell covered call options for income generation purposes from time to time.
The Company does not engage in trading of these derivatives.
Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial
71
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS--(CONTINUED)
instruments. The Company's risk of loss is typically limited to the fair value
of these instruments and not by the notional or contractual amounts which
reflect the extent of involvement but not necessarily the amounts subject to
risk. Credit risk arises from the possible inability of counterparties to meet
the terms of the contracts. Credit risk due to counterparty nonperformance
associated with these instruments is the unrealized gain, if any, reflected by
the fair value of such instruments.
During the three year period ended December 31, 1996, the Company employed
several ongoing derivatives strategies. The Company entered into a number of
anticipatory hedges using securities forwards, futures and interest rate swaps
to limit the interest rate exposure of investments expected to be acquired or
sold within one year. The Company also executed swaps and foreign currency
forwards to hedge, including on an anticipatory basis, the foreign currency risk
of foreign currency denominated investments. The Company also used interest rate
swaps and forwards to reduce risks from changes in interest rates and exposures
arising from mismatches between assets and liabilities. In addition, the Company
has used interest rate caps to reduce the market and interest rate risks
relating to certain assets and liabilities.
Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used to
hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized investment gains and losses.
ASSETS ON DEPOSIT
As of December 31, 1996 and 1995, the Company had assets on deposit with
regulatory agencies of $4,062 million and $3,917 million, respectively.
3. INVESTMENT INCOME AND INVESTMENT GAINS
The sources of investment income are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities............................ $ 6,042 $ 6,006 $ 5,682
Equity securities........................... 60 45 53
Mortgage loans on real estate............... 1,523 1,501 1,573
Policy loans................................ 399 394 359
Real estate................................. 1,647 1,833 1,870
Real estate joint ventures.................. 21 41 (99)
Other limited partnership interests......... 70 23 40
Leases and leveraged leases................. 135 113 92
Cash, cash equivalents and short-term
investments................................ 214 231 146
Other investment income..................... 281 326 337
--------- --------- ---------
Gross investment income................... 10,392 10,513 10,053
Investment expenses......................... (1,544) (1,802) (1,770)
--------- --------- ---------
Investment income, net.................... $ 8,848 $ 8,711 $ 8,283
--------- --------- ---------
--------- --------- ---------
</TABLE>
72
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. INVESTMENT INCOME AND INVESTMENT GAINS--(CONTINUED)
Investment gains (losses), including changes in valuation allowances, are
summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities................................... $ 234 $ 621 $ (97)
Equity securities.................................. 78 (5) 141
Mortgage loans on real estate...................... (86) (51) (41)
Real estate........................................ 165 (375) (20)
Real estate joint ventures......................... 206 (16) 18
Other limited partnership interests................ 82 117 28
Other.............................................. (76) (92) (25)
--------- --------- ---------
Investment gains, net.......................... $ 603 $ 199 $ 4
--------- --------- ---------
--------- --------- ---------
</TABLE>
Proceeds from the sales of bonds classified as available for sale during
1996, 1995 and 1994 were $74,580 million, $58,537 million and $43,903 million,
respectively. During 1996, 1995 and 1994, respectively, gross gains of $1,069
million, $1,013 million and $642 million and gross losses of $842 million, $402
million and $719 million were realized on those sales. Proceeds from the sale of
bonds classified as held to maturity during 1996, 1995 and 1994 were $1,281
million, $1,806 million and $1,797 million, respectively. During 1996, 1995 and
1994, respectively, gross gains of $10 million, $17 million and $9 million and
gross losses of $1 million, $4 million and $13 million were realized on those
sales. Sales of held to maturity bonds were principally due to prepayments and
callable features on privately placed bonds.
73
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. INVESTMENT INCOME AND INVESTMENT GAINS--(CONTINUED)
The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, end of year, comprised of:
Unrealized investment gains (losses) on:
Fixed maturities................................. $ 2,226 $ 5,166 $ (2,328)
Equity securities................................ 563 210 41
Other............................................ 474 380 378
--------- --------- ---------
3,263 5,756 (1,909)
Amounts of unrealized investment gains (losses)
attributable to:
Participating pension contracts.................. (9) (350) (92)
Loss recognition................................. (1,219) (2,064) (1)
Deferred policy acquisition cost allowances...... (420) (748) 499
Deferred income tax (expense) benefit............ (587) (948) 548
--------- --------- ---------
Balance, end of year................................. $ 1,028 $ 1,646 $ (955)
--------- --------- ---------
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (IN MILLIONS)
Balance, beginning of year:....................................... $ 1,646 $ (955) $ 259
Change in unrealized investment gains (losses).................. (2,493) 7,665 50
Unrealized loss at date of adoption of SFAS No. 115............. -- -- (2,449)
Change in unrealized investment gains (losses) attributable to:
Participating pension contracts............................... 341 (258) (86)
Loss recognition.............................................. 845 (2,063) 21
Deferred policy acquisition cost allowances....................... 328 (1,247) 550
Deferred income tax (expense) benefit......................... 361 (1,496) 700
--------- --------- ---------
Balance, end of year.............................................. $ 1,028 $ 1,646 $ (955)
--------- --------- ---------
--------- --------- ---------
</TABLE>
74
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
4. REAL ESTATE JOINT VENTURES AND OTHER LIMITED PARTNERSHIP INTERESTS
Summarized combined financial information of real estate joint ventures and
other limited partnership interests accounted for under the equity method, in
which the Company has an investment of $10 million or greater and an equity
interest of 10 percent or greater, is as follows:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
DECEMBER 31 (IN MILLIONS)
Assets:
Investments in real estate, at depreciated cost.............................. $ 1,030 $ 1,409
Investments in securities,generally at estimated fair value.................. 621 534
Cash and cash equivalents.................................................... 37 33
Other........................................................................ 1,030 1,005
--------- ---------
Total assets............................................................... $ 2,718 $ 2,981
--------- ---------
--------- ---------
Liabilities:
Borrowed funds--third party.................................................. $ 243 $ 264
Borrowed funds--MetLife...................................................... 69 133
Other........................................................................ 915 933
--------- ---------
Total liabilities.......................................................... 1,227 1,330
--------- ---------
Partners' Capital.............................................................. $ 1,491 $ 1,651
--------- ---------
--------- ---------
MetLife equity in partners' capital included above............................. $ 786 $ 1,103
--------- ---------
--------- ---------
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (IN MILLIONS)
Operations:
Revenues of real estate joint ventures................................. $ 275 $ 364 $ 357
Revenues of other limited partnerships interests....................... 297 417 287
Interest expense--third party.......................................... (11) (26) (24)
Interest expense--MetLife.............................................. (19) (31) (27)
Other expenses......................................................... (411) (501) (499)
--------- --------- ---------
Net earnings............................................................. $ 131 $ 223 $ 94
--------- --------- ---------
--------- --------- ---------
MetLife earnings from real estate joint ventures and other limited
partnership interests included above.................................... $ 34 $ 28 $ 9
--------- --------- ---------
--------- --------- ---------
</TABLE>
5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS
In the normal course of business, the Company assumes and cedes insurance
with other insurance companies. The accompanying consolidated statements of
earnings are presented net of reinsurance ceded.
The effect of reinsurance on premiums earned is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (IN MILLIONS)
Direct premiums.................................................. $ 12,569 $ 11,944 $ 11,309
Reinsurance assumed.............................................. 508 812 227
Reinsurance ceded................................................ (1,615) (1,578) (1,458)
--------- --------- ---------
Net premiums earned.............................................. $ 11,462 $ 11,178 $ 10,078
--------- --------- ---------
--------- --------- ---------
</TABLE>
75
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS--(CONTINUED)
Policyholder benefits in the accompanying consolidated statements of
earnings are presented net of reinsurance recoveries of $1,667 million, $1,523
million and $1,328 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Premiums and other receivables in the accompanying consolidated
balance sheets include reinsurance recoverables of $700 million and $458 million
at December 31, 1996 and 1995, respectively.
A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.
The Company acquired, in part through reinsurance effective in January 1995,
group life, dental, disability, accidental death and dismemberment, vision and
long-term care insurance businesses for $403 million, $53 million of which was
paid in 1994. In January 1995, the Company received assets with a fair market
value equal to the $1,565 million of liabilities assumed under the reinsurance
agreements. The reinsured contracts converted to Company contracts at policy
anniversary dates.
Activity in the liability for unpaid losses and loss adjustment expenses
relating to property and casualty and group accident and nonmedical health
policies and contracts is summarized as follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (IN MILLIONS)
Balance at January 1................................................. $ 3,296 $ 2,670 $ 2,553
Less reinsurance recoverables...................................... 214 104 88
--------- --------- ---------
Net balance at January 1............................................. 3,082 2,566 2,465
--------- --------- ---------
Incurred related to:
Current year....................................................... 2,951 3,420 2,831
Prior years........................................................ (114) (68) (75)
--------- --------- ---------
Total incurred....................................................... 2,837 3,352 2,756
--------- --------- ---------
Paid related to:
Current year....................................................... 1,998 2,053 1,887
Prior years........................................................ 791 783 768
--------- --------- ---------
Total paid........................................................... 2,789 2,836 2,655
--------- --------- ---------
Net balance at December 31........................................... 3,130 3,082 2,566
Plus reinsurance recoverables...................................... 215 214 104
--------- --------- ---------
Balance at December 31............................................... $ 3,345 $ 3,296 $ 2,670
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to reduce its catastrophe losses
and provide diversification of risk.
6. INCOME TAXES
Income tax expense for U.S. operations has been calculated in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code"). Under
the Code, the amount of Federal income tax expense incurred by mutual life
insurance companies includes an equity tax calculated by a prescribed formula
that incorporates a differential earnings rate between stock and mutual life
insurance companies.
76
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INCOME TAXES--(CONTINUED)
MetLife and its eligible subsidiaries file a consolidated U. S. income tax
return and separate income tax returns as required. The Company uses the
liability method of accounting for income taxes. Income tax provisions are based
on income reported for financial statement purposes. Deferred income taxes arise
from the recognition of temporary differences between income determined for
financial reporting purposes and taxable income.
INCOME TAX EXPENSE (BENEFIT) OF CONTINUING OPERATIONS
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1996 (IN MILLIONS)
Federal................................................................ $ 346 $ 66 $ 412
State and local........................................................ 25 6 31
Foreign................................................................ 27 12 39
----- --- ---------
Total.................................................................. $ 398 $ 84 $ 482
----- --- ---------
----- --- ---------
1995 (IN MILLIONS)
Federal................................................................ $ 241 $ 65 $ 306
State and local........................................................ 52 3 55
Foreign................................................................ 22 24 46
----- --- ---------
Total.................................................................. $ 315 $ 92 $ 407
----- --- ---------
----- --- ---------
1994 (IN MILLIONS)
Federal................................................................ $ 443 $ (95) $ 348
State and local........................................................ 15 (5) 10
Foreign................................................................ 17 5 22
----- --- ---------
Total.................................................................. $ 475 $ (95) $ 380
----- --- ---------
----- --- ---------
</TABLE>
Reconciliations of the differences between income taxes of continuing
operations computed at the federal statutory tax rates and consolidated
provisions for income taxes are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (IN MILLIONS)
Income before taxes...................................................... $ 1,406 $ 744 $ 413
Income tax rate.......................................................... 35% 35% 35%
--------- --------- ---------
Expected income tax expense at federal statutory income
tax rate................................................................ 492 260 145
Tax effect of:
Tax exempt investment income........................................... (18) (9) (9)
Differential earnings amount........................................... 38 67 206
State and local income taxes........................................... 23 37 5
Foreign operations..................................................... (7) 25 3
Tax credits............................................................ (15) (15) --
Prior year taxes....................................................... (46) (3) 3
Other, net............................................................. 15 45 27
--------- --------- ---------
Income tax expense....................................................... $ 482 $ 407 $ 380
--------- --------- ---------
--------- --------- ---------
</TABLE>
The deferred tax asset or liability recorded on the consolidated balance
sheets represents the future tax effects of the temporary differences between
the tax basis of assets and liabilities and their amounts for
77
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INCOME TAXES (CONTINUED)
financial reporting. Significant components of deferred tax assets relate to
policyholder liabilities and unrealized investment losses. The major items
associated with deferred tax liabilities relate to policy acquisition costs, the
excess of tax over financial statement depreciation, and unrealized investment
gains.
As of December 31, 1996, the net deferred tax asset includes a benefit of
$18 million resulting from foreign net operating loss carryforwards from several
foreign affiliates. This benefit is offset by a valuation allowance of $18
million. The valuation allowance reflects management's assessment, based on
available information, that it is more likely than not that the deferred tax
asset for foreign net operating loss carryforwards will not be realized. The
benefit will be recognized when management believes that it is more likely than
not that the deferred tax asset is realizable.
As of December 31, 1996, the deferred tax asset includes a benefit of $12
million resulting from U.S. tax basis net operating loss carryforwards of $34
million. Subject to statutory limitations, these carryforwards are available to
offset taxable income through the year 2011.
7. EMPLOYEE BENEFIT PLANS
PENSION PLANS
The Company has defined benefit pension plans covering all eligible
employees and sales representatives of MetLife and certain of its subsidiaries.
The Company is both the sponsor and administrator of these plans. Retirement
benefits are based on years of credited service and final average earnings
history.
Components of the net periodic pension cost for the defined benefit
qualified and nonqualified pension plans are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost...................................................... $ 77 $ 62 $ 93
Interest cost on projected benefit obligation..................... 232 222 216
Actual return on assets........................................... (273) (280) (246)
Net amortization and deferrals.................................... (12) (13) (28)
--------- --------- ---------
Net periodic pension cost......................................... $ 24 $ (9) $ 35
--------- --------- ---------
--------- --------- ---------
</TABLE>
78
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. EMPLOYEE BENEFIT PLANS--(CONTINUED)
The funded status of the qualified and nonqualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation are as follows:
<TABLE>
<CAPTION>
1996 1995
-------------------------- --------------------------
DECEMBER 31 (IN MILLIONS) OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Actuarial present value of obligations:
Vested................................. $ 2,756 $ 135 $ 2,682 $ 121
Nonvested.............................. 38 -- 43 1
----------- ----- ----------- -----
Accumulated benefit obligation........... $ 2,794 $ 135 $ 2,725 $ 122
----------- ----- ----------- -----
----------- ----- ----------- -----
Projected benefit obligation............. $ 3,084 $ 184 $ 3,047 $ 166
Plan assets (principally Company
investment contracts) at contract
value................................... 3,495 133 3,236 117
----------- ----- ----------- -----
Plan assets in excess of (less than)
projected benefit obligation............ 411 (51) 189 (49)
Unrecognized prior service cost.......... 165 -- 71 (4)
Unrecognized net (loss) gain from past
experience different from that
assumed................................. (5) 38 351 43
Unrecognized net asset at transition..... (172) (4) (206) (5)
----------- ----- ----------- -----
Prepaid (accrued) pension cost at
December 31............................. $ 399 $ (17) $ 405 $ (15)
----------- ----- ----------- -----
----------- ----- ----------- -----
</TABLE>
The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 8.0
percent for 1996 and 7.25 percent to 8.5 percent for 1995. The weighted average
assumed rate of increase in future compensation levels ranged from 4.0 percent
to 8.0 percent in 1996 and 1995. The assumed long-term rate of return on assets
used in determining the net periodic pension cost ranged from 8.0 percent to 8.5
percent in 1996 and 8.0 percent to 9.5 percent in 1995. In addition, several
other factors, such as expected retirement dates and mortality, enter into the
determination of the actuarial present value of the accumulated benefit
obligation.
SAVINGS AND INVESTMENT PLANS
The Company sponsors savings and investment plans available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1996, 1995 and 1994, the Company contributed $42
million, $49 million and $53 million, respectively, to the plans.
OTHER POSTRETIREMENT BENEFITS
The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.
79
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. EMPLOYEE BENEFIT PLANS--(CONTINUED)
The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amount included in the
Company's consolidated balance sheets.
<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.............................................................. $ 1,170 $ 1,223
Fully eligible active employees....................................... 135 111
Active employees not eligible to retire............................... 378 366
--------- ---------
Total............................................................... 1,683 1,700
Plan assets (Company insurance contracts) at contract value............. 897 804
--------- ---------
Plan assets less than accumulated postretirement benefit obligation..... (786) (896)
Unrecognized net (loss) gain from past experience different from that
assumed and from changes in assumptions................................ (20) 108
--------- ---------
Accrued nonpension postretirement benefit cost at December 31........... $ (806) $ (788)
--------- ---------
--------- ---------
</TABLE>
The components of the net periodic nonpension postretirement benefit cost
are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost...................................................... $ 41 $ 28 $ 43
Interest cost on accumulated postretirement benefit obligation.... 127 115 122
Actual return on plan assets (Company insurance contracts)........ (58) (63) (56)
Net amortization and deferrals.................................... 2 (9) (1)
--------- --------- ---------
Net periodic nonpension postretirement benefit cost............... $ 112 $ 71 $ 108
--------- --------- ---------
--------- --------- ---------
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was generally 9.5 percent in 1996,
gradually decreasing to 5.25 percent over 12 years and 10.0 percent in 1995
decreasing to 5.25 percent over 12 years. The weighted average discount rate
used in determining the accumulated postretirement benefit obligation ranged
from 7.0 percent to 7.75 percent at December 31, 1996 and was 7.25 percent at
December 31, 1995.
If the health care cost trend rate assumptions were increased 1.0 percent,
the accumulated postretirement benefit obligation as of December 31, 1996 would
be increased 9.0 percent. The effect of this change on the sum of the service
and interest cost components of the net periodic postretirement benefit cost for
the year ended December 31, 1996, would be an increase of 13.0 percent.
8. LEASES
LEASE INCOME ON REAL ESTATE
During 1996, 1995 and 1994, the Company received $1,658 million, $1,523
million and $1,538 million, respectively, in lease income related to its wholly
owned real estate portfolio. In accordance with industry practice, certain of
the Company's lease agreements with retail tenants result in income that is
contingent on the level of the tenants' sales revenues. At December 31, 1996,
the minimum future rental income on noncancelable operating leases for wholly
owned investments in real estate is $853 million, $783 million, $695 million,
$607 million and $526 million for 1997 and each of the succeeding four years,
respectively, and $1,609 million thereafter.
LEASE EXPENSE
The Company has entered into various lease agreements for office space, data
processing and other equipment. Future gross minimum rental payments under
noncancelable leases for 1997 and the succeeding
80
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. LEASES--(CONTINUED)
four years are $129 million, $110 million, $91 million, $70 million and $55
million, respectively, and $74 million thereafter. Minimum future sublease
rental income on these noncancelable leases is $30 million, $25 million, $32
million, $23 million and $17 million for 1997 and the succeeding four years,
respectively, and $45 million thereafter.
9. DEBT
Debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C>
6.300% surplus notes scheduled to mature on November 1, 2003............ $ 396 $ 395
7.000% surplus notes scheduled to mature on November 1, 2005............ 248 248
7.700% surplus notes scheduled to mature on November 1, 2015............ 197 197
7.450% surplus notes scheduled to mature on November 1, 2023............ 296 296
7.875% surplus notes scheduled to mature on February 15, 2024........... 148 148
7.800% surplus notes scheduled to mature on November 1, 2025............ 248 247
Mortgage debt, due 1997 through 2015, interest rates ranging from
7.25% to 10.25%........................................................ 96 187
Other................................................................... 425 627
--------- ---------
Total long-term debt.................................................... 2,054 2,345
Short-term debt......................................................... 3,311 3,235
--------- ---------
Total............................................................... $ 5,365 $ 5,580
--------- ---------
--------- ---------
</TABLE>
Payments of interest and principal on the surplus notes may be made only
with the prior approval of the Superintendent of Insurance of the State of New
York ("Superintendent"). Subject to the prior approval of the Superintendent,
the 7.45 percent surplus notes may be redeemed, as a whole or in part, at the
election of the Company at any time on or after November 1, 2003.
At December 31, 1996, aggregate maturities of the long-term debt based on
required principal payments at maturity for 1997 and the succeeding four years
amounted to $72 million, $22 million, $106 million, $38 million and $9 million,
respectively, and $1,828 million thereafter.
As of December 31, 1996, the Company had unused lines of credit under
agreements with various banks having a principal amount of $1,821 million.
10. CONTINGENCIES
Litigation seeking compensatory and/or punitive damages relating to the
marketing by the Company of individual life insurance (including putative class
and individual actions) has been instituted by or on behalf of policyholders and
others, and additional litigation relating to the Company's life insurance
marketing may be commenced in the future. In addition, an investigation into
certain life insurance marketing, which was commenced by the Office of the
United States Attorney for the Middle District of Florida, in conjunction with a
grand jury, as early as 1994, has not been terminated.
Numerous litigation, claims and assessments against the Company, in addition
to the aforementioned, have arisen in the course of the Company's business,
operations and activities. In certain of these matters, including actions with
multiple plaintiffs, very large and/or indeterminate amounts, including punitive
and treble damages, are sought.
While it is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or to make a meaningful estimate of
the amount or range of loss that could result from an
81
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
10. CONTINGENCIES--(CONTINUED)
unfavorable outcome in all such matters, it is the opinion of the Company's
management that their outcome, after consideration of the provisions made in the
Company's financial statements, is not likely to have a material adverse effect
on the Company's financial position.
11. OTHER OPERATING COSTS AND EXPENSES
Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Compensation costs................................... $ 1,813 $ 1,607 $ 1,553
Commissions.......................................... 722 853 700
Interest and debt issue costs........................ 311 285 264
Amortization of policy acquisition costs............. 637 684 601
Capitalization of policy acquisition costs........... (1,028) (1,060) (1,062)
Rent expense, net of sublease........................ 180 184 179
Restructuring charges................................ 18 88 --
Other................................................ 2,058 1,644 1,265
--------- --------- ---------
Total................................................ $ 4,711 $ 4,285 $ 3,500
--------- --------- ---------
--------- --------- ---------
</TABLE>
During 1996 and 1995, the Company recorded restructuring charges primarily
related to the consolidation of administration and agency sales force leased
office space and costs relating to workforce reductions.
12. FAIR VALUE INFORMATION
The estimated fair value amounts of financial instruments presented below
have been determined by the Company using market information available as of
December 31, 1996 and 1995, and appropriate valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value for financial instruments for which there
are no available market value quotations.
82
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. FAIR VALUE INFORMATION--(CONTINUED)
The estimates presented below are not necessarily indicative of the amounts
the Company could have realized in a market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1996 (IN MILLIONS) AMOUNT VALUE FAIR VALUE
----------- --------- -----------
<S> <C> <C> <C>
ASSETS
Fixed maturities.................................. $ 86,361 $ 86,588
Equity securities................................. 2,816 2,816
Mortgage loans on real estate..................... 18,964 19,342
Policy loans...................................... 5,842 5,796
Short-term investments............................ 741 741
Cash and cash equivalents......................... 2,325 2,325
LIABILITIES
Policyholder account balances..................... 30,470 30,611
Short- and long-term debt......................... 5,365 5,331
OTHER FINANCIAL INSTRUMENTS
Interest rate swaps............................... $ 1,242 -- (14)
Interest rate caps................................ 1,946 20 14
Foreign currency swaps............................ 207 -- (23)
Foreign currency forwards......................... 151 3 3
Covered call options.............................. 25 (2) (2)
Unused lines of credit............................ 1,821 -- 1
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995 (IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Fixed maturities.................................. $ 87,752 $ 88,227
Equity securities................................. 1,749 1,749
Mortgage loans on real estate..................... 17,216 18,161
Policy loans...................................... 5,714 5,884
Short-term investments............................ 1,769 1,769
Cash and cash equivalents......................... 1,930 1,930
LIABILITIES
Policyholder account balances..................... 31,595 31,974
Short- and long-term debt......................... 5,580 5,594
OTHER FINANCIAL INSTRUMENTS
Interest rate swaps............................... $ 2,031 (29) (40)
Interest rate caps................................ 2,711 32 15
Foreign currency swaps............................ 89 -- 4
Foreign currency forwards......................... 121 1 1
Covered call options.............................. 25 (2) (2)
Futures contracts................................. 1,402 (19) --
Unused lines of credit............................ 1,645 -- 1
</TABLE>
For fixed maturities that are publicly traded, estimated fair value was
obtained from an independent market pricing service. Publicly traded fixed
maturities represented approximately 80 percent of the estimated fair value of
the total fixed maturities as of December 31, 1996 and 1995. For all other
bonds, estimated fair value was determined by management, based primarily on
interest rates, maturity, credit quality and average life. Included in fixed
maturities are loaned securities with estimated fair values of $7,293 million
and $8,418
83
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. FAIR VALUE INFORMATION--(CONTINUED)
million at December 31, 1996 and 1995, respectively. Estimated fair values of
equity securities were generally based on quoted market prices. Estimated fair
values of mortgage loans were generally based on discounted projected cash flows
using interest rates offered for loans to borrowers with comparable credit
ratings and for the same maturities. Estimated fair values of policy loans were
based on discounted projected cash flows using U.S. Treasury rates to
approximate interest rates and Company experience to project patterns of loan
accrual and repayment. For cash and cash equivalents and short-term investments,
the carrying amount is a reasonable estimate of fair value.
The fair values for policyholder account balances are estimated using
discounted projected cash flows, based on interest rates being offered for
similar contracts with maturities consistent with those remaining for the
contracts being valued.
The estimated fair value of short- and long-term debt was determined using
rates currently available to the Company for debt with similar terms and
remaining maturities.
For interest rate and foreign currency swaps, interest rate caps, foreign
currency forwards, covered call options and futures contracts, estimated fair
value is the amount at which the contracts could be settled based on estimates
obtained from dealers. The estimated fair values of unused lines of credit were
based on fees charged to enter into similar agreements.
13. STATUTORY FINANCIAL INFORMATION
The FASB Interpretation and the FASB Standard referred to in Note 1 required
mutual life insurance companies to adopt all standards promulgated by the FASB
in their general purpose financial statements. The effect (except for the
adoption of SFAS No. 115 in 1994) of applying the Interpretation and the
Standard is as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
December 31, 1993, statutory surplus:
MetLife historical................................................... $ 6,406
The New England historical........................................... 401
Adjustments to conform statutory accounting policies................. (315)
---------
6,492
Adjustments to GAAP:
Future policy benefits and policyholder account balances............... (3,975)
Deferred policy acquisition costs...................................... 6,142
Deferred income taxes.................................................. 1,032
Valuation of investments............................................... (2,216)
Statutory asset valuation reserves..................................... 1,743
Statutory interest maintenance reserve................................. 962
Surplus notes.......................................................... (629)
Other, net............................................................. (38)
---------
January 1, 1994, equity................................................ $ 9,513
---------
---------
</TABLE>
84
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
13. STATUTORY FINANCIAL INFORMATION--(CONTINUED)
The following reconciles net change in statutory surplus and statutory
surplus determined in accordance with accounting practices prescribed or
permitted by insurance regulatory authorities with net earnings and equity on a
GAAP basis.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (IN MILLIONS) 1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Net change in statutory surplus:
MetLife historical................................... $ 366 $ 260 $ (102)
The New England historical........................... -- (8) 231
Adjustments to conform statutory accounting
policies........................................... -- (23) (65)
--------- --------- ---------
366 229 64
Adjustments to GAAP:
Future policy benefits and policyholder account
balances........................................... (165) (17) (464)
Deferred policy acquisition costs.................... 391 376 461
Deferred income taxes................................ (74) (97) 47
Valuation of investments............................. (84) 106 (53)
Statutory asset valuation reserves................... 599 30 313
Statutory interest maintenance reserve............... 19 284 (58)
Surplus notes........................................ -- (622) (148)
Other, net........................................... (199) 410 (48)
--------- --------- ---------
Net Earnings......................................... $ 853 $ 699 $ 114
--------- --------- ---------
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1996 1995
--------- ---------
<S> <C> <C> <C>
Statutory surplus:
MetLife historical................................... $ 7,151 $ 6,564
The New England historical........................... -- 624
Adjustments to conform statutory accounting
policies........................................... -- (403)
--------- ---------
7,151 6,785
Adjustments to GAAP:
Future policy benefits and policyholder account
balances........................................... (5,742) (6,781)
Deferred policy acquisition costs.................... 7,227 6,508
Deferred income taxes................................ 264 (28)
Valuation of investments............................. 610 3,070
Statutory asset valuation reserves................... 2,684 2,085
Statutory interest maintenance reserve............... 1,208 1,189
Surplus notes........................................ (1,393) (1,391)
Other, net........................................... (26) 317
--------- ---------
Equity............................................... $ 11,983 $ 11,754
--------- ---------
--------- ---------
</TABLE>
85
<PAGE>
APPENDIX TO PROSPECTUS
OPTIONAL INCOME PLANS
The insurance proceeds when the covered person dies, the proceeds payable on
the Final Date, or the cash surrender value payable on full surrender of a
Certificate, instead of being paid in one lump sum, may be applied under one or
more of the following income plans. Values under the income plans do not depend
upon the investment experience of a separate account. The selection of an income
plan can have significant federal income tax consequences associated with the
Certificate proceeds. Owners and beneficiaries should consult with qualified tax
advisers in this regard.
OPTION 1. INTEREST INCOME
The amount applied will earn interest which will be paid monthly.
Withdrawals of at least $500 each may be made at any time by written request.
OPTION 2. INSTALLMENT INCOME FOR A STATED PERIOD
Monthly installment payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30 years).
OPTION 2A. INSTALLMENT INCOME OF A STATED AMOUNT
Monthly installment payments of a chosen amount will be made until the
entire amount applied, with interest, is paid.
OPTION 3. SINGLE LIFE INCOME--GUARANTEED PAYMENT PERIOD
Monthly payments will be made during the lifetime of the payee with a chosen
guaranteed payment period of 10, 15 or 20 years.
OPTION 3A. SINGLE LIFE INCOME--GUARANTEED RETURN
Monthly payments will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has been paid, the
remainder will be paid in one sum as a death benefit.
OPTION 4. JOINT AND SURVIVOR LIFE INCOME
Monthly payments will be made jointly to two persons during their lifetime
and will continue during the remaining lifetime of the survivor. A total payment
period of 10 years is guaranteed.
OTHER FREQUENCIES AND PLANS. Instead of monthly payments, the owner may
elect to have payments made quarterly, semiannually or annually. Other income
plans may be arranged with MetLife's approval.
CHOICE OF INCOME PLANS. See "Certificate Benefits--Optional Income Plans"
and "Certificate Rights-- Surrenders," regarding how optional income plans may
be chosen. When an income plan starts, a separate contract will be issued
describing the terms of the plan. Specimen contracts may be obtained from the
Administrative Office, and reference should be made to these forms for further
details.
LIMITATIONS. If the payee is not a natural person, the choice of an income
plan will be subject to MetLife's approval. A collateral assignment will modify
a prior choice of income plan. The amount due the assignee will be payable in
one sum and the balance will be applied under the income plan. A choice of an
income plan will not become effective unless each payment under the plan would
be at least $50. Income plan payments may not be assigned and, to the extent
permitted by law, will not be subject to the claims of creditors.
INCOME PLAN RATES. Amounts applied under the interest income and
installment income plans will earn interest at a rate set from time to time by
MetLife but never less than 3% per year. Life income payments will be based on a
rate set by MetLife and in effect on the date the amount to be applied becomes
payable, but never less than the minimum payments guaranteed in the Certificate.
Such minimum guaranteed payments are based on certain assumed mortality rates
and an interest rate of 3%.
86
<PAGE>
OPTIONAL INSURANCE BENEFITS
Optional insurance benefit riders may be attached to a Certificate, subject
to, their availability under the Group Policy, their availability under state
law, certain insurance underwriting requirements and the payment of additional
premiums. These riders are described in general terms below. Limitations and
conditions are contained in the riders, and the description below is subject to
the specific terms of the riders. A prospective purchaser may obtain a specimen
Certificate with riders from the Administrative Office. The duration, but not
the amount, of rider benefits may depend on the investment experience of a
separate account.
The following riders will be provided to all Owners if elected by the
participating entity:
WAIVER OF MONTHLY DEDUCTION DURING TOTAL DISABILITY. This rider waives the
entire monthly deduction during the "Total Disability" of the covered person if
the covered person is "Totally Disabled" for at least six months beginning prior
to age 60. "Total Disability" or "Totally Disabled" means that because of
sickness or an injury the covered person cannot do his or her job, and cannot do
any other job for which they are fit by education, training or experience.
Monthly deductions will continue to be waived until the earliest of the
following: (a) the date the covered person is no longer totally disabled, or (b)
the date the covered person does not give MetLife proof of Total Disability when
required, or (c) the day before the date the covered person becomes 65 years
old. If there has been an increase in the death benefit resulting from a request
by the Owner and the Owner at the time of the increase did not request or did
not qualify for this rider with respect to such increase, monthly deductions for
charges related to such increase will continue to be made against the cash value
of the Certificate. This could result in the cash value being insufficient to
cover the monthly deductions related to the increase. In such a case, the grace
period and termination provisions of the Certificate would apply only to such
increase in death benefit. Since the monthly deduction with respect to the
increase in the death benefit could reduce the cash value of the Certificate to
zero, it may be advantageous for the Owner, at the time of the total disability,
to reduce the death benefit to that amount which is subject to this rider.
ACCELERATED DEATH BENEFIT. This rider provides for a one-time discounted
payment of all or a portion of the death benefit to the Owner if the covered
person's life span has been drastically limited so that the covered person is
expected to die within six months or twelve months, as specified in the rider,
or is not expected recover from the cause of reduction in life span. In addition
some riders also provide this benefit if the covered person is permanently
confined to a Nursing Home and has a life expectancy of less than two years. The
size of the benefit payment and the maximum benefit are stated in the rider.
There are no premiums or rider fees for this rider.
Upon payment of a portion of the death benefit, the death benefit under the
Certificate is reduced to reflect the amount of the payment. In addition, the
specified face amount, the cash value and the cash surrender value are reduced
by the same proportion as the amount of the reduction of the death benefit
divided by the death benefit prior to the payment. Any outstanding loan is
reduced and paid out of the proceeds of the portion only if such reduction is
necessary to keep the Certificate in force. Moreover, in the case of payment of
all of the death benefit, the amount of any outstanding Certificate loan will be
deducted from the payment.
The payment under this rider may affect eligibility for benefits under state
or federal law. Generally, payments under this rider should be income tax free
as amounts paid by reason of the death of the insured. Counsel and other
competent advisors should be consulted to determine the effect on an individual
situation.
The following riders may be elected by either the participating entity or
the Owner, as set forth in the Policy or Certificate:
ACCIDENTAL DEATH BENEFIT. This rider provides additional insurance equal to
an amount stated in the Certificate if the covered person dies from an accident
prior to age 70. It also provides an additional amount equal to twice the stated
amount if the covered person dies from an accident occurring while the covered
person is a fare-paying passenger on a common carrier. This rider is available
at issue only.
ACCIDENTAL DEATH OR DISMEMBERMENT BENEFIT. In addition to benefits
described under "Accidental Death Benefit," above, this rider provides benefits
if a covered person is injured in an accident if the covered loss
87
<PAGE>
occurs not more than 90 days after the date of an accident and prior to age 70.
Covered losses may include loss of life, a hand, foot or sight of an eye. The
amount of benefits on account of a covered person is the amount specified in the
Certificate.
DEPENDENT LIFE BENEFITS. This rider provides insurance on the life of a
dependent payable to the Owner or other designated beneficiary while the
benefits are in effect for that dependent on the date of death as set forth in
this rider. A dependent may be the Owner's spouse or unmarried child. A child
who may be covered includes a child who is supported solely by you and
permanently living in the home of which you are the head, a child who is legally
adopted or a stepchild who lives in your home. A child may be covered until age
19 and in some cases up to 23 years of age. A dependent child with a physical
handicap or mental retardation may continue to be a dependent. The amount of
dependent term insurance will be specified in the rider.
88
