<PAGE>
As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-40161
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Post-Effective Amendment No. 3
To
Form S-6
REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
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Metropolitan Life Separate Account UL
(Exact name of trust)
Metropolitan Life Insurance Company
(Name of depositor)
1 Madison Avenue
New York, New York 10010
(Complete address of depositor's principal executive offices)
----------------
GARY A. BELLER, ESQ.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Name and complete address of agent for service)
----------------
Copies to:
GARY O. COHEN, ESQ. and THOMAS C. LAUERMAN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
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Title and amount of securities being offered:
An indefinite amount of separate account interests
under variable additional insurance options.
Amount of filing fee: None required.
It is proposed that the filing will become effective (check appropriate box)
[_] Immediately upon filing pursuant to paragraph (b)
[X] On May 1, 2000 pursuant to paragraph (b)
[_] On (date) pursuant to paragraph (a)(1) of Rule 485
[_] On (date), pursuant to paragraph (a) of Rule 485
----------------
Registrant elects to be governed by Rule 6e-3(T)(B) under the Investment
Company Act of 1940 with respect to variable additional insurance options.
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<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
METROPOLITAN LIFE INSURANCE COMPANY
Cross-Reference Table
<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
1...................... Cover Page
2...................... METLIFE
3...................... Inapplicable
4...................... SALES AND ADMINISTRATION OF THE POLICIES; METLIFE;
SUMMARY
5, 6, 7................ SEPARATE ACCOUNT UL; THE METROPOLITAN SERIES FUND,
INC.
8...................... FINANCIAL STATEMENTS
9...................... Inapplicable
10(a)................... OTHER POLICY PROVISIONS; EQUITY OPTIONS RIGHTS
10(c), 10(d)............ SUMMARY; EQUITY OPTIONS BENEFITS; EQUITY OPTIONS
RIGHTS; EQUITY OPTIONS PREMIUMS; OTHER POLICY PRO-
VISIONS
10(e)................... EQUITY OPTIONS PREMIUMS--Equity Options Termination
and Reinstatement
10(f)................... VOTING RIGHTS
10(g)(1)-(3), 10(h)(1)-
(3).................... RIGHTS WE RESERVE
10(g)(4), 10(h)(4)...... Inapplicable
10(i)................... EQUITY OPTIONS BENEFITS; EQUITY OPTIONS PREMIUMS;
ISSUING EQUITY OPTIONS
11...................... SUMMARY; SEPARATE ACCOUNT UL; METROPOLITAN SERIES
FUND, INC.
12(a)................... Cover Page
12(b), 12(e)............ Inapplicable
12(c), 12(d)............ SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND, INC.
13(a), 13(b), 13(c), SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND, INC.;
13(d).................. OTHER POLICY PROVISIONS; POLICY RIGHTS; SUMMARY--
Table of Charges and Expenses; EQUITY OPTIONS
CHARGES AND DEDUCTIONS
13(e)................... SALES AND ADMINISTRATION OF THE POLICIES
13(f), 13(g)............ Inapplicable
14...................... EQUITY OPTIONS PREMIUMS; SALES AND ADMINISTRATION OF
THE POLICIES
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
15...................... EQUITY OPTIONS PAYMENTS
16...................... SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND INC.
17(a), 17(b)............ Captions referenced under Items 10(c), 10(d), 10(e)
and 10(i) above
17(c)................... Inapplicable
18(a), 18(c)............ SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND INC.
18(b), 18(d)............ Inapplicable
19...................... SALES AND ADMINISTRATION OF THE POLICIES; VOTING
RIGHTS; REPORTS
20(a), 20(b)............ RIGHTS WE RESERVE; SEPARATE ACCOUNT UL; METROPOLITAN
SERIES FUND INC.
20(c), 20(d), 20(e),
20(f).................. Inapplicable
21(a), 21(b)............ EQUITY OPTIONS RIGHTS--Loan Privileges; EQUITY OP-
TIONS PREMIUMS; OTHER POLICY PROVISIONS
21(c), 22............... Inapplicable
23...................... SALES AND ADMINISTRATION OF THE POLICIES
24...................... EQUITY OPTIONS PREMIUMS; OTHER POLICY PROVISIONS
25...................... METLIFE
26...................... Inapplicable
27...................... METLIFE
28...................... MANAGEMENT
29...................... Inapplicable
30, 31, 32, 33, 34...... Inapplicable
35...................... GETTING MORE INFORMATION
36, 37.................. Inapplicable
38...................... SALES AND ADMINISTRATION OF THE POLICIES
39...................... METLIFE; SALES AND ADMINISTRATION OF THE POLICIES
40(a)................... Inapplicable
40(b)................... SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND INC.
41(a)................... METLIFE; SALES AND ADMINISTRATION OF THE POLICIES
41(b), 41(c), 42, 43.... Inapplicable
44(a)................... SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND INC.;
EQUITY OPTIONS BENEFITS--Equity Options Cash Value
44(b)................... Inapplicable
44(c)................... EQUITY OPTIONS CHARGES AND DEDUCTIONS
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
45......................... Inapplicable
46......................... Captions referenced under Item 44 above
47......................... Captions referenced under Items 10(c) and 16 above
</TABLE>
<TABLE>
<S> <C>
48, 49.................... Inapplicable
50........................ SEPARATE ACCOUNT UL; METROPOLITAN SERIES FUND INC.
51(a), 51(b).............. METLIFE; SUMMARY; EQUITY OPTIONS BENEFITS; EQUITY
OPTIONS RIGHTS
51(c), 51(d), 51(e)....... Captions referenced under Item 10(i) above
51(f)..................... EQUITY OPTIONS PREMIUMS--Equity Options Termination
and Reinstatement
51(g)..................... Captions referenced under Items 10(i) and 13 above
51(h), 51(j).............. Inapplicable
51(i)..................... SALES AND ADMINISTRATION OF THE POLICIES
52(a), 52(c).............. RIGHTS WE RESERVE
52(b), 52(d).............. Inapplicable
53(a)..................... FEDERAL TAX MATTERS
53(b), 54 through 58...... Inapplicable
59........................ FINANCIAL STATEMENTS
</TABLE>
iii
<PAGE>
E
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PROSPECTUS
FOR
The Equity Options
Issued by Metropolitan Life Insurance Company ("Metlife")
May 1, 2000
The Equity Options are the Equity Additions and the Equity Enricher. Each
option is designed to supplement benefits available under your MetLife fixed
benefit life insurance policy.
Equity Options are designed to provide:
. Life insurance coverage
. A death benefit
. A conditional guaranteed minimum death benefit
. A funding option for allocating premium payments to the available investment
divisions of Metropolitan Life Separate Account UL.
A word about risk:
This Prospectus discusses the risks associated with purchasing the Equity
Options. The Metropolitan Series Fund, Inc. (the "Fund") prospectus discusses
the risks associated with investment in the Fund. The Fund prospectus is being
provided to you in addition to this Prospectus, because each available
investment division invests in a corresponding portfolio of the Fund. This
Prospectus is not valid unless you also receive or have received a current Fund
prospectus.
The purchase of the Equity Options involves risk. You could lose money, as well
as the benefits provided under the Equity Options.
How to learn more:
Before selecting an Equity Option, read the information in this Prospectus and
in the prospectus for the Fund. Keep the prospectuses for future reference.
-----------
Neither the Securities and Exchange Commission ("SEC") nor any state securities
authority has approved or disapproved these securities, nor have they
determined if this Prospectus is accurate or complete. This prospectus does not
constitute an offering in any jurisdiction where such offering may not lawfully
be made. Any representation otherwise is a criminal offense. We do not
authorize any representations about this offering other than as contained in
this Prospectus or its supplements or in our authorized supplemental sales
material.
Metropolitan Life Insurance Company 1 Madison Avenue, New York, New York 10010
(800) 638-5000
<PAGE>
<TABLE>
<CAPTION>
Page
In this
Subject Prospectus
------- ----------
<S> <C>
Summary......................................... 2
MetLife......................................... 5
Separate Account UL............................. 6
Metropolitan Series Fund, Inc. ................. 6
The Base Policy and Benefit Options............. 7
Issuing Equity Options.......................... 8
Equity Options Benefits......................... 9
Equity Options Rights........................... 11
Equity Options Premiums......................... 15
Equity Options Charges and Deductions........... 17
Net Single Premium.............................. 18
Federal Tax Matters............................. 19
Showing Performance............................. 21
Rights We Reserve............................... 21
Other Policy Provisions......................... 21
Sales and Administration of the Policies........ 23
Voting Rights................................... 23
Reports......................................... 24
Illustration of Equity Options Benefits......... 25
Getting More Information........................ 25
Legal, Accounting and Actuarial Matters......... 25
Management...................................... 26
Financial Statements............................ 29
</TABLE>
Summary
This summary gives an overview of the Equity Options and is qualified by the
more detailed information in the balance of this Prospectus, the Equity Options
riders, and the relevant fixed benefit life insurance policy.
Equity Options
MetLife issues the Equity Options as optional benefits to a fixed benefit life
insurance policy (the "base policy"). We also offer other optional benefits as
additions to the base policy. For ease of reference, we refer to the base
policy and all of the optional benefits that are added to the base policy as
the "Policy." The Equity Options allow you to experience the potential growth
of the equity markets while maintaining your base policy. There are two
different Equity Options, and you may elect to include either or both as
optional benefits to your base policy:
. Equity Additions (also known as Variable Additional Insurance)
. Equity Enricher (also known as Variable Additional Benefits).
Equity Options Premiums
The Equity Options allow some flexibility in making premium payments.
. Equity Additions allows you to make premium payments by allocating dividends
or other payments from the base policy and from certain benefits options
(known as credit options) to the base policy.
. Equity Enricher allows you to make planned and unplanned premium payments.
2
<PAGE>
Equity Options Cash Value
Your cash value in an Equity Option reflects your Equity Option's premium
payments, the charges we deduct from the cash value, any investment experience
you have in our Separate Account, as well as your transfer, loan and withdrawal
activity. MetLife doesn't guarantee the investment performance of any
investment division and you should consider your risk tolerance before
purchasing an Equity Option.
Transfers
You may transfer cash value from each Equity Option to pay base policy
premiums, charges or loan interest. You may also transfer cash value to or from
certain other benefit options to an Equity Option, subject to certain limits.
Finally, you may make transfers between the two investment options available
under the Equity Enricher.
Equity Options Death Benefit
Generally, the death benefit is equal to the Equity Option cash value divided
by an applicable "net single premium amount" that is specified in your rider
and multiplied by $1,000.
The Conditional Guaranteed Minimum Death Benefit
Generally, you will receive a conditional guaranteed minimum death benefit. In
certain situations, however, this guaranteed minimum death benefit can be
reduced or eliminated entirely.
Surrenders, Partial Withdrawals and Loans
Within certain limits, you may take partial withdrawals from and loans against
amounts in the Equity Options. You may also surrender your Equity Option for
its cash value, less any applicable charges.
Tax Treatment
In most cases, you will not pay income taxes on withdrawals or surrenders until
your cumulative withdrawn amounts exceed the cumulative premiums you have paid
under your Policy. If your Policy is a modified endowment contract, you will
pay income taxes on loans and withdrawals to the extent of any gains (which is
generally the excess of cash value over the premiums paid). In this case, an
additional 10% tax may also apply. If the Policy is part of a collateral
assignment equity split dollar arrangement with an employer, increases in cash
value that are not due to premium payments may be taxed annually. The death
benefit may be subject to federal and state estate taxes, but your beneficiary
will generally not be subject to income tax on the death benefit. As with any
taxation matter, you should consult with and rely on the advice of your own tax
advisor.
3
<PAGE>
Table of Charges and Expenses
This table shows the charges and expenses that you pay under the Equity
Options. See "Charges and Deductions," below for more information about the
Equity Options charges:
<TABLE>
<CAPTION>
Type of Charge or Expense Amount of Charge or Expense
- --------------------------------------------------------------------------------
<C> <S>
Monthly Deduction from your Equity
Option's cash value
Cost of insurance charges: Amount varies depending on the specifics
of your Policy./1/
Mortality and expense risk and The charge is equivalent to an effective
administrative services charge: annual rate of .75% of the cash value in
the Separate Account on each monthly
anniversary for riders to base policies
that have a face amount less than
$250,000, or .50% for riders to base
policies that have a face amount of
$250,000 or greater.
- --------------------------------------------------------------------------------
Equity Enricher only:
Charges we deduct from each premium
payment
Sales charge: 2% of each premium payment
Charge for average expected state
taxes attributable to premiums: 2% of each premium payment
Charge for expected federal taxes
attributable to premiums: 1% of each premium payment
</TABLE>
- --------
/1/See "Cost of Insurance" under "Charges and Deductions" for a more detailed
discussion of factors affecting this charge. If you would like, we will provide
you with an illustration of the impact of these and other charges under the
Equity Options based on various assumptions.
Fund Investment Management Fees and Direct Expenses
MetLife receives investment management fees from the Fund and the Fund incurs
direct expenses (see the Fund Prospectus and Statement of Additional
Information referred to therein). You bear indirectly your proportionate share
of the fees and expenses of the Portfolios of the Fund that correspond to the
Separate Account investment division you are using. The following sets forth
the available Portfolios' fees and expenses for the year ending 12/31/99:
<TABLE>
<CAPTION>
Total
1999
Management Other Annual
Portfolio Fee Expenses Expenses
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MetLife Stock Index .25% .04% .29%
- -------------------------------------------------------------------------------------------
Janus Mid Cap .67% .04% .71%
</TABLE>
Other
Please refer to "Federal Tax Matters--Our Taxation" for a description of
certain charges that we currently do not impose but may impose in the future.
4
<PAGE>
MetLife
MetLife is a wholly-owned subsidiary of MetLife, Inc., a publicly traded
company. Our main office is located at One Madison Avenue, New York, New York
10010. MetLife was formed under the laws of New York State in 1868.
Headquartered in New York City, MetLife is a leading provider of insurance and
financial services to a broad spectrum of individual and group customers. With
approximately $420 billion of assets under management as of December 31, 1999
on a pro-forma basis, including the acquisition of GenAmerica Corp., MetLife
provides individual insurance and investment products to approximately 9
million households in the United States. MetLife also provides group insurance
and investment products to corporations and other institutions employing over
33 million employees and members. We have listed our directors and certain key
officers under "Management," and our financial information under "Financial
Statements," below.
Giving us requests, instructions or notifications
[SIDEBAR: You can contact us at our Designated Office.]
Contacting us:
You can communicate all of your requests, instructions and notifications to us
by contacting us in writing at our Designated Office. We may require that
certain requests, instructions and notifications be made on forms that we
provide. These include: changing your beneficiary; taking a Policy loan; taking
a partial withdrawal; surrendering your Policy or an Equity Option; making
transfer requests or changing the benefit option to which you want to allocate
your policy credits. Our Designated Office is our home office at 1 Madison
Avenue, New York, NY 10010. We may name additional or alternate Designated
Offices. If we do, we will notify you in writing.
When your requests, instructions and notifications become effective:
. Generally, requests, premium payments and other instructions and
notifications are effective on the Date of Receipt. In those cases, the
effective time is at the end of a Valuation Period during which we receive
them at our Designated Office. (Some exceptions to this general rule are
noted below and elsewhere in this Prospectus.)
. A Valuation Period is the period between two successive Valuation Dates. It
begins at the close of regular trading on the New York Stock Exchange on a
Valuation Date and ends at the close of regular trading on the New York
Stock Exchange on the next succeeding Valuation Date. The close of regular
trading is 4:00 p.m., Eastern Time on most days.
. A Valuation Date is:
. Each day on which the New York Stock Exchange is open for trading.
. Other days, if we, as the Fund's investment manager, think that there has
been a sufficient degree of trading in the Fund's portfolio securities
that the current net asset value of its shares might be materially
affected.
. The initial effective time of your Equity Options' investment in the
Separate Account is the Investment Start Date. The Investment Start Date
is:
. For Equity Additions, the credit payment date of the first base policy
credit that is allocated to the option or, if sooner, the date of the
first transfer of cash value to Equity Additions from another benefit
option.
5
<PAGE>
. For the Equity Enricher, the end of the first Valuation Date after the
latest of:
. The date we receive the first premium payment allocated to the Equity
Enricher;
. The 20th day following the Date of Policy indicated in the base policy;
and
. The 20th day following the date we receive the first full premium due
for the base policy.
Prior to the Investment Start Date, we will place any premium payments you
make to the Equity Enricher in our general account, where it will earn a fixed
rate of interest, until the Investment Start Date.
Separate Account UL
[SIDEBAR: Each available investment division invests in a corresponding
Portfolio of the Fund.]
We established the Separate Account under New York law on December 13, 1988.
The Separate Account receives premium payments from the Equity Options
described in this Prospectus and other variable life insurance policies that
we issue. We have registered the Separate Account as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). The assets in the
Separate Account legally belong to us; but they are held solely for the
benefit of investors in the Separate Account and no one else, including our
other creditors. We will keep an amount in the Separate Account that at least
equals the value of our commitments to policy owners that are based on their
investments in the Separate Account. We can also keep charges that we deduct
and other excess amounts in the Separate Account or we can transfer the excess
out of the Separate Account.
The Separate Account has subdivisions, called "investment divisions." Each
investment division invests its assets exclusively in shares of a
corresponding Portfolio of the Fund. Currently, only the MetLife Stock Index
investment division is available for use with the Equity Additions. Only the
MetLife Stock Index and Janus Mid Cap investment divisions are available for
use with the Equity Enricher. Amounts you allocate to an investment division
receive the investment experience of the investment division, and you bear
this investment risk.
The Metropolitan Series Fund, Inc.
[SIDEBAR: You should carefully review the investment objective, strategies and
risks of each available Portfolio, which are contained in the Fund prospectus
you have also received.]
The Fund is a "series" type of mutual fund, which is registered as an open-end
management investment company under the 1940 Act. The Fund is divided into
Portfolios, each of which represents a different class of stock in which a
corresponding investment division of the Separate Account invests. You should
read the Fund prospectus, which you have also received. It contains
information about the Fund and the MetLife Stock Index Portfolio, including
the investment objective, strategies, risks and investment adviser that is
associated with the Portfolio. It also contains information on our different
separate accounts and our affiliates that invest in the Fund and the risks
related thereto.
As of the end of each Valuation Period, we purchase and redeem Fund shares for
the Separate Account at their net asset value without any sales or redemption
charges. These purchases and redemptions reflect the amount of
6
<PAGE>
any of the following transactions that take effect at the end of the Valuation
Period:
. The allocation of premiums (less applicable charges) to the Separate Account.
. Dividends and distributions on Fund shares that are reinvested as of the
dates paid (which reduces the value of each share of the Fund and increases
the number of Fund shares outstanding, but has no affect on the cash value in
the Separate Account).
. Policy loans and loan repayments allocated to the Separate Account.
. Transfers to or from the Separate Account from other Policy parts.
. Withdrawals or surrenders taken from the Separate Account.
. Transfer between the Equity Enricher's available investment options.
The Base Policy and its Benefit Options
[SIDEBAR: The Policy includes the base policy and its benefit options.]
The base policy and all of its benefit options form the entire Policy. In this
Prospectus, we refer to each such portion of the Policy as a Policy "part." The
base policy provides a fixed amount of life insurance. Benefit options may be
added to the base policy.
In this Prospectus, we refer to some of the benefit options as "credit
options." Credit options are methods under which dividends or other credits
that become payable under your Policy, as well as cash value that you transfer
from any other credit options that you have in effect, are applied to
accumulate additional cash value and purchase additional death benefits. The
amount of dividends or other credits on your Policy changes annually, is not
guaranteed, and is based on a variety of factors. These factors may include the
base policy face amount, the death benefit and credit class of the base policy,
as well as the amount of our earnings. Any credits due from any Policy part are
paid on the last day of a base policy year, as set forth in the benefit option.
Credit options include:
. Equity Additions: a benefit option described in this Prospectus.
. Fixed Additional Insurance: a benefit option that is similar to Equity
Additions, except that cash value accumulates at fixed interest rates that we
declare.
. Dividends with Interest ("DWI"): a benefit option where cash value
accumulates with currently taxable interest that we declare periodically.
Other benefit options which are not credit options include:
. Equity Enricher: a benefit option described in this Prospectus.
. Enricher: a fixed paid-up additional insurance benefit option that is similar
to Equity Enricher, except that it has a guaranteed cash value which is
eligible for a dividend.
. Flexible Additional Insurance Rider ("FLAIR"): a benefit rider that provides
additional fixed benefit insurance and has a fixed benefit term insurance
element.
. Disability Waiver of Benefits Options: benefit options that waive certain
charges or premium requirements in the event of disability. (No such waiver
of premium benefit applies to the Equity Enricher).
7
<PAGE>
. Acceleration of Death Benefits Option: a benefit option that can provide a
discounted present value of the death benefit, if the insured becomes
terminally ill, prior to the insured's death.
Subject to certain limits and conditions, we guarantee the cash value in the
base policy as well as all of the benefit options, other than the Equity
Options. We make this guarantee because these Policy parts provide fixed
benefits. Since these fixed benefits are not registered under the federal
securities laws, this Prospectus contains only limited information about them.
The Policy gives you more information on the operation of these fixed
benefits.
Issuing Equity Options
If you want an Equity Option, then you must complete an application. We will
issue an Equity Option to you only if you are also the owner of the base
policy. Your completed application must be received by the Designated Office.
The Equity Options are available to base policies meeting the minimum face
amount and eligibility requirements that we establish. You may not add the
Equity Additions while any term insurance is in effect under FLAIR. Once FLAIR
becomes fully funded, or you discontinue the term insurance provided by FLAIR,
you may add the Equity Additions. We reserve the right to reject an
application for any reason permitted by law, and our acceptance of an
application is subject to our underwriting rules.
The insured will be the same individual as the insured in the base policy. An
"insured" is the person upon whose life we issue the Policy. You do not have
to be the insured. For the purpose of computing the insured's age under the
Policy, we start with the insured's age on the Date of Policy, which is set
forth in the base policy. Age under the Policy at any other time is then
computed using that issue age and adding the number of full base policy years
completed.
[SIDEBAR: We will issue an Equity Option to you as owner. You will have all the
rights under the option.]
To elect the Equity Enricher you must complete the Equity Enricher
application. We will not require evidence of insurability other than that
required in connection with the issuance of the base policy, unless:
. The amount of premiums you actually pay for the Equity Enricher during the
first year is greater than the cumulative voluntary planned periodic premium
payments indicated in the application, or you exceed certain other premium
limitations described below after the first year; or
. you add the Equity Enricher after we issue the base policy.
To elect the Equity Additions, you may complete the Equity Additions
application either at the same time as the application for the base policy or
after the base policy has been issued. If you decide to add Equity Additions
after you own the base policy, it may reduce the amount of premiums that you
could pay to your Policy before it would become a modified endowment contract.
If you contact us, we will tell you what these premium limits are. We will not
require additional evidence of insurability for the Equity Additions, unless
you desire to make a payment that is derived from another credit option that
does not itself have a death benefit.
Insurance coverage under an Equity Option commences on its Investment Start
Date, assuming coverage under the base policy is then in effect.
8
<PAGE>
Equity Options Benefits
Insurance Proceeds
We will pay your beneficiary any insurance proceeds as of the end of the
Valuation Period that includes the insured's date of death. We will pay this
amount after we receive documents that we request as due proof of the insured's
death. The beneficiary can receive the death benefit in a single sum or under
an income plan described below. You may make this choice during the insured's
lifetime. If you make no selection, we will place the amount in an account to
which we will credit interest, and the beneficiary will have immediate access
to all or part of that amount. The beneficiary has one year from the date the
insurance proceeds are paid to change the selection from a single sum payment
to an income plan, as long as we have made no payments from the interest-
bearing account. If the terms of the income plan permit the beneficiary to
withdraw the entire amount from the plan, the beneficiary can also name
contingent beneficiaries.
The insurance proceeds equal the Equity Option's death benefit.
Equity Options Death Benefits
The Equity Option's death benefit is:
. the cash value (after we deduct the Mortality and Expense Risk and
Administrative Services Charge and the Cost of Insurance Charge, pro rated
for the appropriate period) at the end of the Valuation Period in which the
insured dies; divided by
. the net single premium for that day (see "Net Single Premium" below);
multiplied by
. $1,000.
Any increase or decrease in the cash value of an Equity Option also will
increase or decrease the death benefit that otherwise would apply. In such
cases, the death benefit will change by a larger amount than does the cash
value.
Any such increases in death benefit, however, will be partially or wholly
offset (and any decreases will be accentuated) by the fact that the net single
premium increases the longer your Policy is outstanding. Therefore, in order
for your Equity Option death benefit to increase or remain constant, your
Equity Option cash value must increase enough to compensate for the effect of
the increases in net single premium. If your Equity Option cash value declines
to zero (due to adverse investment results, transfers out of the Equity Option,
the charges we deduct, and/or insufficient premium payments), your Equity
Option death benefit also will be zero.
Alternate Death Benefit
In no event will the Policy death benefit be lower than the minimum amount
required to maintain the Policy as life insurance under the federal income tax
laws (which calculation shall exclude coverage provided under the DWI benefit
option).
9
<PAGE>
Conditional Guaranteed Minimum Death Benefit
[SIDEBAR: Equity Options offers a conditional guaranteed minimum death benefit.]
We provide a conditional guaranteed minimum death benefit that will be in
effect during the first 7 years of your base policy or another 7 year period
beginning from any date your policy is "materially modified" (within the
meaning of the tax law test discussed under "Federal Tax Matters-modified
endowment contract status," below). During any such 7 year period, the
conditional guaranteed minimum death benefit generally will equal the Equity
Option's death benefit at the beginning of each such 7 year period. The
guaranteed minimum death benefit ends:
. if the Policy becomes a Modified Endowment Contract; or
. for the Equity Additions, if you change your credit option to a different
credit option for the next credit payment date.
The conditional guaranteed minimum death benefit is reduced for any:
. loan;
. withdrawal; or
. cash value transfer from the Equity Option.
You should consult with your MetLife account representative before taking any
action listed above to find out whether the action will affect the conditional
guaranteed minimum death benefit.
If your conditional guaranteed minimum death benefit is reduced or ends, your
Policy may become a modified endowment contract.
Equity Options Cash Values
[SIDEBAR: Equity Options are designed to accumulate cash value.]
Your Equity Option's cash value equals the Separate Account cash value. The
Separate Account cash value is allocated to each applicable investment
division. For purposes of taking charges, loans and making transfers or
withdrawals, we divide your cash value into "components". Each component is the
portion of the Equity Option cash value that is attributable to payments made
from its corresponding Policy part. An Equity Option's cash value is calculated
as follows:
. On the Investment Start Date, we will allocate your cash value to each
applicable investment division.
. Thereafter, at the end of each Valuation Period the cash value in the
investment division will equal:
. The cash value in the investment division at the beginning of the Valuation
Period; plus
. All premiums (less applicable charges) and cash value transfers into the
investment division during the Valuation Period; minus
. All partial cash withdrawals, loan amounts and cash value transfers out of
the investment division during the Valuation Period; minus
. The portion of any charges and deductions allocated to the cash value in
the investment division during the Valuation Period; plus
. The net investment return for the Valuation Period on the amount of cash
value in the investment division at the beginning of the Valuation Period.
The net investment return currently equals the rate of increase or decrease
in the net asset value per share of the underlying Fund
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portfolio over the Valuation Period, adjusted upward to take appropriate
account of any dividends and other distributions paid by the portfolio
during the period. The net investment return could in the future be reduced
by a charge for taxes that we have the right to impose.
If your Equity Option has no cash value, we will not provide any insurance
coverage under it, nor will we take a monthly deduction, until the Equity
Option does have cash value.
Income Plans
[SIDEBAR: Generally, the Policy's insurance proceeds or amounts paid upon
surrender of your Policy can be paid under an income plan instead of in a lump
sum.]
Before you purchase an income plan you should consider:
. The tax consequences associated with the Policy proceeds, which can vary
considerably, depending on whether a plan is chosen. You or your beneficiary
should consult with a qualified tax adviser about tax consequences.
. That your Policy will terminate at the time you purchase an income plan and
you will receive a new contract, which describes the terms of the income
plan. You should carefully review the terms of the new contract, because it
contains important information about the terms and conditions of the income
plan.
. That these plans do not have a variable investment return.
Generally, we currently make the following income plans available:
<TABLE>
<S> <C>
. Interest Income . Installment Income for a
Stated Period
- --------------------------------------------------------------------
. Installment Income for a . Single Life Income--Guaranteed
Stated Amount Payment Period
- --------------------------------------------------------------------
. Joint and Survivor Life Income . Single Life Income--Guaranteed
Return
</TABLE>
Equity Options Rights
Cash Value Transfers
[SIDEBAR: You may transfer cash value among the eligible portions of your Policy
at any time.]
You may transfer cash value to pay premiums, loan interest, or charges under
the base policy. You can also make the following transfers:
. For the Equity Additions, transfers can be made from any other credit
options. Also, if any component of your Equity Additions cash value
originally resulted from a dividend or credit from another credit option, you
may make transfers from that component of Equity Additions back to that other
credit option (so long as that other credit option is then still available to
you).
. For the Equity Enricher, transfers can be made between the available
investment divisions and/or between the Equity Enricher and the Enricher.
We will adjust any credit that would be due under a Policy part to reflect the
timing and effect of any transfer. Any transfer will reduce the conditional
guaranteed minimum death benefit by the same proportion as it reduces the
Equity Options cash value. There is no charge for cash value transfers.
If you would like to make a transfer, you must indicate which component and/or
investment division, if applicable, and which Policy part are involved in the
transfer. Except for transfers to the dividends with interest option, transfers
among the investment divisions and transfers among the Equity Options and other
Policy parts are not currently taxable transactions.
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The Fund may restrict or refuse purchases or redemptions of shares in its
Portfolios as a result of certain market timing activities. You should read the
Fund's prospectus for more details.
We reserve the right to refuse to accept any transaction request where the
request would tend to disrupt administration of the Equity Options or is not in
the best interests of Equity Option owners, or the Separate Account.
. Automated transfer: We may in the future allow you to make automatic
transfers of Equity Option cash values to pay the base policy premiums. If we
do, we will set forth the terms and conditions in the forms we provide to you
to establish the automatic transfers.
. Transfers by telephone: We may, if permitted by state law, allow you to make
transfer requests by phone. We may also allow you to authorize your sales
representative to make such requests. The following procedures apply:
. We must have received your authorization in writing satisfactory to us, to
act on instructions from any person that claims to be you or your sales
representative, as applicable, as long as that person follows our
procedures.
. We will institute reasonable procedures to confirm that instructions we
receive are genuine. Our procedures will include receiving from the caller
your personalized data.
. All telephone calls will be recorded.
. You will receive a written confirmation of any transaction.
. Neither the Separate Account nor we will be liable for any loss, expense or
cost arising out of a telephone request if we reasonably believed the
request to be genuine.
. You should contact our Designated Office with any questions regarding the
procedures.
Loan Privileges
[SIDEBAR: You can borrow from us and use your Policy as security for the loan.]
You may obtain a loan from us whenever your Policy has a loan value. The loan
value equals the Policy cash value less the anticipated loan interest for the
remainder of that base policy year. We will take the loan from available cash
value in accordance with our administrative procedures that are in effect at
the time you take the loan.
As of the Date of Receipt, for any loan request that affects an Equity Option,
we will:
. Remove an amount equal to the loan from your Equity Option . We will place an
equal amount in the Fixed Additional Insurance option (if the loan is from
Equity Additions) or in the Enricher (if the loan is from the Equity
Enricher), where it will receive interest in accordance with the option's
terms.
. Charge you interest, which will accrue daily. We will tell you the initial
interest rate that applies to your loan and mail you advance notices of any
increases applicable to existing loans. Your interest payments are due at the
end of each Policy year. If you don't pay the interest, we will treat it as a
new Policy loan, which will be taken from the components of the Equity Option
in the same manner that the original loan amounts were
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taken. If one component does not have sufficient cash value, we will take the
excess from the remaining components in accordance with our administrative
procedures that are in effect at the time you take the loan. The interest rate
charged for a base policy year will never be more than the maximum allowed by
law and will generally be the greater of:
. the published monthly average for the calendar month ending two months
before the start of such year; or
. the rate used to calculate the guaranteed cash value of the base policy and
its riders for the base policy year plus 1%.
The published monthly average means (a) Moody's Corporate Bond Yield Average
Monthly Average Corporates, as published by Moody's Investors Service, Inc., or
any successor service; or (b) If the Moody's average is not published, a
substantially similar average established by regulation issued by the insurance
supervisory official of the state in which the base policy is delivered.
Repaying your loans (plus accrued interest) is done by sending in payments of
at least $50. We will allocate your repayment to the fixed additional insurance
benefit rider to which we had transferred the Equity Options cash value that
you used as security for your loan. You may then transfer such repaid amount to
your Equity Option at any time.
Before taking a Policy loan, you should consider the following:
. Interest payments on loans are generally not deductible for tax purposes.
. Under certain situations, Policy loans could be considered taxable
distributions.
. If you surrender your Policy or if we terminate your Policy, any outstanding
loan amounts (plus accrued interest) will be taxed as a distribution. (See
"Federal Tax Matters--The Policy--Loans" below.)
. A Policy loan increases the chances of our terminating your Policy due to
insufficient cash value.
. An Equity Option's conditional guaranteed minimum death benefit will be
reduced by the same proportion as the loan reduces the Equity Option's cash
value.
. Your Policy's death benefit will be reduced by any unpaid loan (plus accrued
interest).
Surrender and Withdrawal Privileges
[SIDEBAR: You can surrender your Equity Option for its cash value.]
If you surrender an Equity Option, you can choose to receive the option's cash
value or have the proceeds transferred to any benefit option that is permitted
to receive premiums at that time. In the event of any transfer, any credit that
might be payable on amounts in such option will be adjusted to reflect the
timing of receipt of such transfer. We will deem your request for surrender of
the base policy also to be a request for surrender of the Equity Option. You
may receive the surrender proceeds in a single sum or under an income plan.
If you would like to make a partial withdrawal, you may direct from which
component and/or investment division, if applicable, the amount will be taken,
within the limits of the component's cash value. If you do not so direct, we
will withdraw cash value in accordance with our administrative
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procedures that are in effect at the time of the withdrawal. If you request a
partial withdrawal of an amount that exceeds the cash value in the chosen
component, or investment division, if applicable, we will tell you and you may
then ask for a smaller withdrawal, or a different allocation among the
components or investment divisions, or surrender the Equity Option.
Before surrendering your Equity Option or requesting a partial withdrawal you
should consider the following:
. Amounts received may be taxable as income and, if your Policy is a modified
endowment contract, subject to certain tax penalties.
. Your Policy could become a modified endowment contract.
. For partial withdrawals, your death benefit will decrease.
. In some cases you may be better off taking a Policy loan, rather than a
withdrawal.
. The conditional guaranteed minimum death benefit will be reduced by the same
proportion as the withdrawal reduces the Equity Option's cash value.
Premium Offset Arrangement
We currently give you an option to offset the base policy annual premium by a
withdrawal from the cash value of the base policy dividend and rider balances
including Equity Additions and the Enricher/Equity Enricher cash values. You
can authorize us to put the Policy on the Premium Offset Arrangement in
accordance with our administrative procedures that are in effect at the time
you request this arrangement. Under this arrangement, at every anniversary we
will automatically evaluate the cash values of the Policy for sufficiency and
pay the base policy premiums. We will first use any cash value balances of the
fixed options to pay the premiums. If that amount is not sufficient, we will
withdraw the balance from the Equity Options. We will transfer that amount to
the fixed option that corresponds to the Equity Option within 3 days and apply
it to your Policy. If you send us the full payment, then we will use that
amount to pay the premiums instead of using the Premium Offset Arrangement. We
will keep the balance we transferred from an Equity Option to the
corresponding fixed option unless and until you notify us to transfer it back
to that Equity Option.
We will allow you to estimate the sufficiency of cash values to offset future
premiums based on a hypothetical average rate of return selected by you to
evaluate the duration for which cash values in the Equity Options may be
sufficient. The hypothetical average rate of return is not a prediction of the
actual future performance of the investment divisions. The values of the
Policy and its riders may or may not be sufficient to pay future premiums.
Further, if you make any transactions with the cash balances of the Equity
Options after we have put the Policy on the Premium Offset Arrangement, or if
your investment performance is less than anticipated, dividend and rider cash
values may become insufficient to automatically offset premium payments as you
planned. If in any year the Policy values are insufficient to pay the premium
due for that year, we will bill you for the balance of the premium payment.
Third Party Request
Generally, we only accept requests for transactions or information from you.
Therefore, we reserve the right to not process transactions requested on your
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behalf by your agent with a power of attorney or any other authorization. This
includes processing transactions by an agent you designate, through a power of
attorney or other authorization, who has the ability to control the amount and
timing of transfers for a number of other Policy owners, and who simultaneously
makes the same request or series of requests on behalf of other Policy owners.
Equity Options Premiums
The payments into the Equity Options won't guarantee that your Equity Option
will have a death benefit. Rather, this depends on the Equity Option's cash
value and the conditional guaranteed minimum death benefit.
Paying Premiums
To the extent discussed above, you can move cash value into an Equity Option
from a fixed option that corresponds to the Equity Option of your Policy. Also,
you can make premium payments:
. For the Equity Additions: through dividends or other credits on the Policy.
Any request to designate the Equity Additions (or any other credit options)
as the option for receiving credits under your Policy will take effect 60
days after our Date of Receipt of your written request. Only one election may
be made for any credit payment date and will apply to all credits payable
under the Policy.
. For the Equity Enricher:
. through a voluntary planned periodic premium schedule. You choose the
schedule on your Equity Enricher application. The schedule sets forth the
amount of premiums, fixed payment intervals, and the period of time that
you intend to pay premiums. The schedule can be: (a) annual; (b) semi-
annual; (c) periodic automatic pre-authorized transfers from your checking
account ("check-o-matic"); (d) systematic through payment plans that your
employer makes available; or (e) through another method to which we agree.
You do not have to pay premiums in accordance with your voluntary planned
period premium schedule.
. through unscheduled premium payments that you can make at any time.
If payment for the Equity Enricher is received before its due date, we may hold
it in a non-interest bearing holding account until the due date, if necessary
to prevent a Policy becoming a modified endowment contract. (See "Modified
Endowment Contracts" under "Tax Matters" below.) We will advise you of this
arrangement on the billing statement that we will send to you 4-6 weeks before
that date. We will also give you the option to either have the money held until
the due date or applied when received.
Maximum and Minimum Premium Payments
. Total premium payments under all benefit options (excluding the Equity
Additions, DWI and disability waiver of benefits options) may not exceed $2.5
million in the first base policy year and $500,000 in each year thereafter.
. You may not pay premiums that exceed tax law premium limitations for your
Policy to qualify as life insurance. We will return any amounts that exceed
these limits, except that we will keep any amounts that are required to keep
the Policy from terminating. We will let you make
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premium payments that would turn your Policy into a modified endowment
contract, but we will tell you of this status in your annual statement, and if
possible we will tell you how to reverse the status.
. The following additional limitations apply to your premiums under the Equity
Enricher. When applying the limits, we aggregate payments to the Equity
Enricher with payments to the Enricher:
I.You may not make any premium payments:
A. While we are considering your application for benefits on the base
policy under a disability waiver of benefits option or an acceleration
of death benefits option.
B. If we are paying benefits under the above options or if all benefits
due under one of those options have been paid.
C. If you have made no payments to the Equity Enricher during the first
year after its issuance or for any two consecutive base policy years
(unless, during any part of such period, your right to make payments
was terminated for reasons described in A, or, unless you were taking
withdrawals from the Equity Enricher to pay for a child's education
and you provide us with proof of such payment that we find
satisfactory).
D. After the later of the base policy anniversary on which the insured is
65, or the tenth base policy anniversary. In no event will payments be
accepted after the base policy anniversary on which the insured is age
86.
In any of these cases, you may elect to receive the cash value, transfer the
cash value to the Enricher, or leave the cash value in the Equity Enricher.
If you leave the cash value in the Equity Enricher, it will remain subject to
applicable fees and charges. If investment performance is not sufficient to
offset the amount of these expenses, the death benefit may decline or
terminate.
II.Your voluntary planned periodic payments must be at least:
A. $250 annually ($100 for policies that are part of our Tower or
Executive Series or where the insured was under 18 when the base
policy was issued).
B. $125 semi-annually ($50 for policies that are part of our Tower or
Executive Series or where the insured was under 18 when the base
policy was issued).
C. $25 for all monthly methods of payment ($10 for policies that are part
of our Tower or Executive Series or where the insured was under 18
when the base policy was issued).
III. Each unscheduled premium payment should be at least $250 ($100 for the
Tower or Executive Series or where the insured was under age 18 when the
base policy was issued).
IV. During the first base policy year, we reserve the right to reject any
amount that exceeds the cumulative amount of your first base policy
year's voluntary planned periodic premiums.
V. During the first base policy year, the maximum annual payment we permit
is 15 times the nonsmoker standard annual premium (minus the base policy
fee) set forth in your base policy.
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VI. After the first base policy year, the maximum payment we permit is the
greater of
A. 3 times the base policy's nonsmoker standard annual premium (minus the
base policy fee) set forth in your base policy; or
B.$5,000
VII. We reserve the right to require evidence of insurability of premium
payments that exceed both $25,000 and 2 times the greater of the total
payments made in either of the prior two Policy years.
Equity Options Termination and Reinstatement
Termination
We will terminate Equity Options if we terminate the base policy or if you
reduce your base policy face amount of insurance below $50,000. We will
terminate your base policy if we do not receive sufficient premium payments (or
sufficient loan repayments so that the loan portion does not exceed the cash
value of the Policy) by the end of a 31 day grace period. If the insured dies
during the grace period, the insurance proceeds will still be payable, but we
will deduct any due and unpaid base policy premiums and any Policy loan and
loan interest from the proceeds.
At the end of the grace period, if you have elected to do so, and if there is
sufficient cash value in your Equity Option to do so, we will pay your premium
from the Equity Option cash value through an automatic loan feature. If the
automatic loan feature is not used to pay the base policy premium and the
Policy is terminated, we will transfer your Equity Additions cash value into
the fixed additional insurance option and your Equity Enricher cash value into
the Enricher in accordance with your Policy's provisions and our administrative
practices.
Reinstatement
We will reinstate the Equity Option if we reinstate your base policy. The
reinstated Equity Option will have no cash value until an Equity Option premium
payment or a permitted transfer into an Equity Option is made. We will
reinstate your base policy subject to certain terms and conditions that the
base policy provides. We must receive your reinstatement request within 3 years
(or within a longer period if required by state law) after the end of the base
policy's grace period and before its Final Date.
Equity Options Charges and Deductions
Carefully review the "Table of Charges and Expenses" in the "Summary" which
sets forth the charges that you pay under the Equity Options.
The Equity Options charges compensate us for our expenses and risks. The name
of a charge can suggest the purposes for which the charge is imposed. For
example, the "sales charge" for the Equity Enricher is designed primarily to
defray commissions and other costs of marketing that Option. Nevertheless, any
distinctions we make about the specific purposes of the different charges are
imprecise, and we are free to keep and use our revenues or profits for any
other purpose, including paying any of our costs and expenses in connection
with the Policies. The following sets forth additional information about some
(but not all) of the Equity Options charges.
Charge for average expected state taxes attributable to premiums: We make this
charge, with respect to the Equity Enricher, to
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<PAGE>
reimburse us for the state premium taxes that we must pay on premiums we
receive. Premium taxes vary from state to state and currently range from 0 to
3.5%. Our charge approximates the average tax rate we expect to pay on premiums
we receive from all states.
Charges included in the Monthly Deduction: We take the monthly deduction from
each component and investment division, if applicable, in proportion to the
Equity Option's Cash Value in that component or investment division at the
beginning of the base policy month, beginning with the first base policy month
during which an Equity Option is in effect. We deduct the monthly deduction as
of each base policy monthly anniversary. If there is no cash value in the
Equity Option, there is no insurance coverage provided under the Option and
therefore no monthly deduction is due.
. Cost of insurance: This charge varies monthly based on many factors. Each
month, we determine the charge by multiplying the applicable cost of
insurance percent by the cash value at the end of the prior Policy month.
. The cost of insurance percent is based on our expectations as to future
experience, taking into account the insured's sex (if permitted by law), age,
smoking status and rate class. The percentages will never exceed the
guaranteed cost of insurance percentages set forth in your Equity Option
rider. These guaranteed percentages are based on certain 1980 Commissioners
Standard Ordinary Mortality Tables and the insured's sex (if permitted by
law), age and rate class. Our current percentages are lower than the maximums
in most cases. We review our percentages periodically and may adjust them,
but we will apply the same percentages to everyone who has had their Equity
Option for the same amount of time and who is the same age, sex and rate
class. As a general rule, the cost of insurance percentage increases each
year you own your Equity Option, as the insured's age increases.
. Rate class relates to the level of mortality risk we assume with respect to
an insured. It can be the standard rate class, or one that is higher or
lower (and if the insured is 18 or older, we divide rate class by smoking
status). The insured's rate class will affect your charge for insurance
coverage.
. Mortality and expense risk and administrative services charge: We make this
monthly charge primarily to compensate us for:
. expenses we incur in the administration of the Equity Option
. mortality risks that insureds may live for a shorter period than we expect;
and
. expense risks that our issuing and administrative expenses may be higher
than we expect.
If our estimates are correct, we will realize a profit from this charge;
otherwise, we could incur a loss. The amount of the charge is lower if the base
policy's face amount is at least $250,000 at the date we calculate the charge.
Therefore, changes you make in your base policy's face amount could affect the
rate at which this charge applies to you.
Net Single Premium
The net single premium varies from day to day and is based on the 1980
Commissioners Standard Ordinary Mortality Tables and the insured's sex
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(where permitted by state law or unless the Policy is issued in connection with
certain types of employee benefit plans) and age. To determine a death benefit,
we divide an Equity Option's cash value by the net single premium. While it is
not a charge or expense, the lower the net single premium, the higher the death
benefit, and vice versa. The net single premium under your Equity Option will
increase each month, as the insured grows older. The amount of your net single
premium for each month is prescribed in the Equity Option itself and we will
not alter such amounts.
Federal Tax Matters
The following is a brief summary of some tax rules that may apply to your
Policy. You should consult with your own tax advisor to find out how taxes can
affect your benefits and rights under your Policy, especially before you make
unscheduled premium payments, change the coverage provided by the base policy
or the benefit options, take a loan or withdrawal, or assign or surrender the
Policy.
The Policy
Insurance proceeds
. Generally excludable from your beneficiary's gross income.
. The proceeds may be subject to federal estate tax: (i) if paid to the
insured's estate; or (ii) if paid to a different beneficiary if the insured
possessed incidents of ownership at or within three years before death.
. If you die before the insured, the value of your Policy (determined under IRS
rules) is included in your estate and may be subject to federal estate tax.
. Whether or not any federal estate tax is due is based on a number of factors
including the estate size.
Cash value (if your Policy is not a modified endowment contract)
. You are generally not taxed on your cash value (except with respect to the
DWI option) until you withdraw it or surrender your Policy. In these cases,
you are generally permitted to take withdrawals up to the amount of premiums
paid without any tax consequences. However, withdrawals will be subject to
income tax after you have received amounts equal to the total premiums you
paid. Somewhat different rules apply in the first 15 Policy years, when a
distribution may be subject to tax if there is a gain in your Policy (which
is generally when your cash value exceeds the cumulative premiums you paid).
Finally, if your Policy is part of a collateral assignment equity split
dollar arrangement, there is a risk that increases in cash value may be taxed
annually. For income tax purposes, if you surrender an Equity Option for its
cash value but the base policy remains in force, you will be considered to
have made a partial withdrawal. A transfer to the DWI also will be taxed as a
withdrawal.
Loans
. Loan amounts received will generally not be subject to income tax, unless
your Policy is or becomes a modified endowment contract or terminates.
. Interest on loans is generally not deductible. For businesses that own a
Policy, at least part of the interest deduction unrelated to the Policy may
be disallowed unless the insured is a 20% owner, officer, director or
employee of the business.
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. If your Policy terminates (upon surrender, cancellation or lapse) while any
Policy loan is outstanding, the amount of the loan plus accrued interest
thereon will be deemed to be a "distribution" to you. Any such distribution
will have the same tax consequences as any other Policy distribution.
Modified Endowment Contracts
These contracts are life insurance contracts where the premiums paid during the
first 7 years after the Policy is issued, or after a material change in the
Policy, exceeds tax law limits referred to as the "7-pay test." Material
changes in the Policy include changes in the level of benefits and certain
other changes to your Policy after the issue date. Reductions in benefits
during a 7-pay period may cause your Policy to become a modified endowment
contract. Generally, a life insurance policy that is received in exchange for a
modified endowment contract will also be considered a modified endowment
contract.
If your Policy is considered a modified endowment contract the following
applies:
. The death benefit will generally be income tax free to your beneficiary, as
discussed above.
. Amounts withdrawn or distributed before the insured's death, including loans,
assignments and pledges, are treated as income first and subject to income
tax (to the extent of any gain in your Policy). All modified endowment
contracts you purchase from us and our affiliates during the same calendar
year are treated as a single contract for purposes of determining the amount
of any such income.
. An additional 10% income tax generally applies to the taxable portion of the
amounts received before age 59 1/2, except generally if you are disabled or
if the distribution is part of a series of substantially equal periodic
payments.
Diversification
In order for your Policy to qualify as life insurance, we must comply with
certain diversification standards with respect to the investments underlying
the Equity Options. We believe that we satisfy and will continue to satisfy
these diversification standards. Inadvertent failure to meet these standards
may be able to be corrected. Failure to meet these standards would result in
immediate taxation to Policy owners of gains under their Policies.
Changes to tax rules and interpretations
Changes in applicable tax rules and interpretations can adversely affect the
tax treatment of your Policy. These changes may take effect retroactively. We
reserve the right to amend the Policy in any way necessary to avoid any adverse
tax treatment. Examples of changes that could create adverse tax consequences
include:
. Possible taxation of cash value transfers among the options within the
Policy.
. Possible taxation as if you were the owner of your allocable portion of the
Separate Account's assets.
. Possible changes in the tax treatment of Policy benefits and rights.
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Our taxation
In general, we don't expect to incur federal, state or local taxes upon the
earnings or realize capital gains attributable to the assets in the Separate
Account relating to the cash value of the Equity Options. If we do incur such
taxes, we reserve the right to charge cash value allocated to the Separate
Account for these taxes.
Showing Performance
We may advertise or otherwise show:
. Investment division performance ranking and rating information as it compares
among similar investments as compiled by independent organizations.
. Comparisons of the investment division with performance of similar
investments and appropriate indices.
. Our insurance company ratings that are assigned by independent rating
agencies and that are relevant when considering our ability to honor our
guarantees.
. Personalized illustrations based on historical Separate Account performance.
Rights We Reserve
We reserve the right to make certain changes if we believe the changes are in
the best interest of our Policy owners or would help carry out the purposes of
the Policy. We will make these changes in the manner permitted by applicable
law and only after getting any necessary owner and regulatory approval. We will
notify you of any changes that result in a material change in the underlying
investments in the investment divisions, and you will have a chance to transfer
out of the affected division (without charge). Some of the changes we may make
include:
. Operating the Separate Account in any other form that is permitted by
applicable law.
. Changes to obtain or continue exemptions from the 1940 Act.
. Transferring assets among investment divisions or to other separate accounts,
or our general account or combining or removing investment divisions from the
Separate Account.
. Substituting Fund shares in an investment division for shares of another
portfolio of the Fund or another fund or investment permitted by law.
. Changing the way we assess charges without exceeding the aggregate amount of
the Equity Option's guaranteed maximum charges.
. Making any necessary technical changes to the Policy to conform it to the
changes we have made.
Other Policy Provisions
You should read your Policy, including the Equity Options riders, for a full
discussion of their provisions. The following is a brief discussion of some of
the provisions that you should consider:
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Free Look Period
[SIDEBAR: Carefully review your Policy which contains a full discussion of all
its provisions.]
You can return the Policy during this period. The period is the later of:
. 10 days after you receive the Policy (unless state law requires your Policy
to specify a longer period); and
. 45 days after we receive Part A of the completed application.
If you return your Policy, we will send you a complete refund of any premiums
paid (or cash value plus any charges deducted if state law requires) within
seven days.
Incontestability
We will not contest your Policy after 2 years from the base policy's issue or
reinstatement.
Suicide
If the insured commits suicide within the first two base policy years (or
another period specified in your base policy, if required by state law), your
beneficiary will receive all premiums paid to the Policy (without interest),
less any outstanding loans (plus accrued interest) and withdrawals taken.
Age and Sex
We will adjust benefits to reflect the correct age and sex of the insured if
this information isn't correct in any Policy application.
Assignment and Change of Ownership
You can designate a new owner or otherwise assign an Equity Option only as part
of an assignment of your Policy. You can assign your Policy as collateral if
you notify us in writing. The assignment or release of the assignment is
effective when it is recorded at the Designated Office. We are not responsible
for determining the validity of the assignment or its release. Also, there
could be serious adverse tax consequences to you or your beneficiary, so you
should consult with your tax adviser before making any change of ownership or
other assignment.
Payment and Deferment
Generally, we will pay or transfer amounts from the Separate Account within
seven days after the Date of Receipt of all necessary documentation required
for such payment or transfer. We can defer this if:
. The New York Stock Exchange has an unscheduled closing.
. There is an emergency so that we could not reasonably determine the
investment experience of an Equity Option.
. The Securities and Exchange Commission by order permits us to do so for the
protection of Equity Option owners (provided that the delay is permitted
under New York State insurance law and regulations).
. With respect to the insurance proceeds, entitlement to a payment is being
questioned or is uncertain.
. We are paying amounts attributable to a check. In that case we can wait for a
reasonable time (15 days or less) to let the check clear.
We currently pay interest on the amount of insurance proceeds at 6% per year
(or higher if state law requires) from the date of death until the date we pay
the benefit.
22
<PAGE>
We perform the sales and administrative services for the Policies.
You can give us voting instructions on shares of the Fund portfolio that are
attributable to your Equity Option.
Dividends
The Equity Options are "nonparticipating," which means they are not eligible
for dividends from us and do not share in any distributions of our surplus.
Sales and Administration of the Policies
[SIDEBAR: We perform the sales and administrative services for the Policies.]
We serve as the "principal underwriter," as defined in the 1940 Act, for the
Policy and other variable life insurance and variable annuity contracts issued
by a subsidiary and us. We are registered under the Securities Exchange Act of
1934 as a broker-dealer and are a member of the National Association of
Securities Dealers, Inc. We are an investment manager to the Fund and may also
provide advisory services to other clients.
Bonding
Our directors, officers and employees are bonded in the amount of $50,000,000,
subject to a $5,000,000 deductible.
Distributing the Policies
We sell the Policies that include an Equity Option through licensed life
insurance sales representatives:
. Registered through us.
. Registered through other broker-dealers, including a wholly owned subsidiary.
Commissions
We do not pay commissions for the sale of the Equity Additions. However,
representatives who write the Policy receive compensation calculated by adding
the cash value in the Policy and in certain other products offered by MetLife
and our affiliates. This compensation will not exceed .12% per year of the
total aggregate cash value. We pay commissions on the sale of the base policy
and certain riders.
We pay maximum commissions on the Equity Enricher of 2% of the gross amount
paid for each premium payment. The commissions do not increase the charges
deducted from the Policy. No commissions were paid on this product during 1999.
We also pay the sales manager of a sales representative employed by us an
override commission based on many factors including the commissions paid to the
representative who sold the Equity Option and to other representatives the
sales manager supervises.
Voting Rights
[SIDEBAR: You can give us voting instructions on shares of the Fund portfolio
that are attributable to your Equity Option.]
The Fund has shareholder meetings from time to time to, for example, elect
directors and approve investment managers. We will vote the shares of each
Portfolio that are attributed to your Policy based on your instructions. Should
we determine that the 1940 Act no longer requires us to do this, we may decide
to vote Fund shares in our own right, without input from you or any other
owners of variable life insurance policies or variable annuity contracts that
participate in the Fund.
If you are eligible to give us voting instructions, we will send you
informational material and a form to send back to us. We are entitled to
23
<PAGE>
disregard voting instructions in certain limited circumstances prescribed by
the SEC. If we do so, we will give you our reasons in the next semi-annual
report to Equity Option owners.
The number of shares for which you can give us voting instructions is
determined as of the record date for the Fund shareholder meeting by dividing:
. Your cash value in the corresponding investment division; by
. The net asset value of one share of that Portfolio.
We will count fractional votes.
If we do not receive timely voting instructions from Policy owners and other
insurance and annuity owners that are entitled to give us voting instructions,
we will vote those shares in the same proportion as the shares held in the same
separate account for which we did receive voting instructions. Also, we will
vote Fund shares that are not attributable to insurance or annuity owners
(including shares that we hold in our general account) or that are held in
separate accounts that are not registered under the 1940 Act in the same
proportion as the aggregate of the shares for which we received voting
instructions from all insurance and annuity owners.
Reports
Generally, you will promptly receive statements confirming your significant
transactions involving Equity Options such as:
. Changes in guarantees.
. Transfers between Equity Options and other Policy parts.
. Partial withdrawals.
. Loan amounts you request.
. Premium Payments.
If your premium payments are made through check-o-matic or another systematic
payment method, we will not send you any confirmation in addition to the one
you receive from your bank or employer.
We will also send you an annual statement within 30 days after a Policy year
that will summarize the year's transactions and include information on:
. Deductions and charges.
. Status of the death benefit.
. Cash values.
. Amounts in the investment division.
. Status of Policy loans.
. Automatic loans to pay interest.
. Information on your modified endowment contract status (if applicable).
We will also send you the Fund's annual and semi-annual reports to
shareholders.
24
<PAGE>
Illustration of Equity Options Benefits
[SIDEBAR: Personalized illustrations can help you understand how your Equity
Options values can vary.]
In order to help you understand how your Equity Option values would vary over
time under different sets of assumptions, we will provide you with certain
illustrations upon request. These will be based on the age and insurance risk
characteristics of the insured under your Policy and such factors as the
premium payment amounts and rates of return (within limits) that you request.
You can request such illustrations at any time. We have filed an example of
such an illustration as an exhibit to the registration statement referred to
below.
Getting More Information
We are regulated by the New York Insurance Department and periodically are
examined by them. We are also subject to the laws and regulations of all the
jurisdictions in which we do business and, if required, we have filed the
Equity Options for approval in every jurisdiction in which the Equity Options
are sold. The Equity Options may not be available in every jurisdiction. You
should ask your sales representative whether the Equity Options are available
in your jurisdiction.
We file annual statements on our operations, including financial statements,
with insurance departments of various jurisdictions so that they can review our
solvency and compliance with applicable laws and regulations. You can review
these statements which are available at the offices of the various insurance
departments.
This Prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission under the Securities Act of 1933. The
registration statement includes additional information, amendments and
exhibits. You can get this information from the Securities and Exchange
Commission (a copying fee may apply) by visiting or writing to its Public
Reference Room or using its Internet site at:
. Securities and Exchange Commission
Public Reference Room
Washington, D.C. 20549
Call 1-800-SEC-0330 (for information about using the Public Reference Room)
Internet site: http://www.sec.gov
Legal, Accounting and Actuarial Matters
Christopher P. Nicholas, Associate General Counsel at MetLife, has passed upon
the legality of the Policies. Messrs. Freedman, Levy, Kroll & Simonds,
Washington, D.C., have advised us on certain matters relating to the federal
securities laws.
Deloitte & Touche LLP, independent auditors, audited the financial statements
included in this Prospectus, as stated in their reports appearing herein. The
financial statements are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Our financial
statements should be considered only as bearing upon our ability to meet our
obligations under the Policy.
Marian Zeldin, FSA, MAAA, Vice-President and Actuary of MetLife, has examined
actuarial matters included in the registration statement, as stated in her
opinion filed as an exhibit to the registration statement.
25
<PAGE>
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>
Principal Occupation & Positions and Offices
Name Business Address with MetLife
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Curtis H. Barnette Chairman and Chief Executive Officer Director
Bethlehem Steel Corp.
1170 Eight Ave. -- Martin Tower 2118
Bethlehem, PA 18016
- -------------------------------------------------------------------------------------------------
Robert H. Benmosche Chairman of the Board, President and Chairman of the Board, President,
Chief Executive Officer Chief Executive Officer and Director
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Gerald Clark Vice Chairman of the Board and Vice Chairman of the Board,
Chief Investment Officer Chief Investment Officer and Director
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Joan Ganz Cooney Chairman, Executive Committee Director
Children's Television Workshop
One Lincoln Plaza
New York, NY 10023
- -------------------------------------------------------------------------------------------------
Burton A. Dole, Jr. Retired Chairman, President and Director
Chief Executive Officer
Nellcor Puritan Bennett
2200 Faraday Ave.
Carlsbad, CA 92008
- -------------------------------------------------------------------------------------------------
James R. Houghton Chairman of the Board Emeritus Director
and Director
Corning Incorporated
80 East Market Street, 2nd Floor
Corning, NY 14830
- -------------------------------------------------------------------------------------------------
Harry P. Kamen Chairman and Chief Director
Executive Officer (Retired)
Metropolitan Life Insurance Company
One Madison Ave.
New York, NY 10010
- -------------------------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel Director
Skadden Arps, Slate, Meagher & Flom
919 Third Ave.
New York, NY 10022
- -------------------------------------------------------------------------------------------------
Charles M. Leighton Retired Chairman and Director
Chief Executive Officer
CML Group, Inc.
524 Main Street
Bolton, MA 01720
- -------------------------------------------------------------------------------------------------
Allen E. Murray Retired Chairman of the Board and Director
Chief Executive Officer
Mobil Corporation
375 Park Ave., Suite 2901
New York, NY 10152
- -------------------------------------------------------------------------------------------------
Stewart Nagler Vice Chairman of the Board and Vice Chairman of the Board and
Chief Financial Officer Chief Financial Officer and Director
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation & Positions and Offices
Name Business Address with MetLife
- -------------------------------------------------------------------------------------
<S> <C> <C>
John J. Phelan, Jr. Retired Chairman and Director
Chief Executive Officer
New York Stock Exchange, Inc.
P.O. Box 312
Mill Neck, NY 11765
- -------------------------------------------------------------------------------------
Hugh B. Price President and Chief Executive Officer Director
National Urban League, Inc.
12 Wall Street
New York, NY 10005
- -------------------------------------------------------------------------------------
Robert G. Schwartz Retired Chairman of the Board, Director
President and Chief Executive Officer
Metropolitan Life Insurance Company
200 Park Ave., Suite 5700
New York, NY 10166
- -------------------------------------------------------------------------------------
Ruth J. Simmons, Ph.D. President Director
Smith College
College Hall 20
Northhampton, MA 01063
- -------------------------------------------------------------------------------------
William C. Steere, Jr. Chairman of the Board and Director
Chief Executive Officer
Pfizer, Inc.
235 East 42nd Street
New York, NY 10017
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Name of Officer* Position with Metropolitan Life
- ----------------------------------------------------------------------------------------
<S> <C>
Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer
- ----------------------------------------------------------------------------------------
Gerald Clark Vice Chairman of the Board, Chief Investment Officer and Director
- ----------------------------------------------------------------------------------------
Stewart G. Nagler Vice Chairman of the Board, Chief Financial Officer and Director
- ----------------------------------------------------------------------------------------
Gary A. Beller Senior Executive Vice-President and General Counsel
- ----------------------------------------------------------------------------------------
James H. Benson President, Individual Business; Chairman, Chief Executive
Officer and President, New England Life Insurance Company
- ----------------------------------------------------------------------------------------
C. Robert Henrikson President, Institutional Business
- ----------------------------------------------------------------------------------------
Richard A. Liddy Senior Executive Vice-President
- ----------------------------------------------------------------------------------------
Catherine A. Rein Senior Executive Vice-President; President and Chief Executive
Officer, Metropolitan Property and Casualty Insurance Company
- ----------------------------------------------------------------------------------------
William J. Toppeta President, Client Services and Chief Administrative Officer
- ----------------------------------------------------------------------------------------
John H. Tweedie Senior Executive Vice-President
- ----------------------------------------------------------------------------------------
Lisa M. Weber Executive Vice-President
- ----------------------------------------------------------------------------------------
Judy E. Weiss Executive Vice-President and Chief Actuary
</TABLE>
- ------------
* The principal occupation of each officer, except for the following officers,
during the last five years has been as an officer of Metropolitan Life or an
affiliate thereof. Robert H. Benmosche has been an officer of Metropolitan
Life since September, 1995; prior thereto, he was an Executive Vice-
President of Paine Webber. Lisa Weber has been an officer of Metropolitan
Life since March 16, 1998; prior thereto, she was a Director of Diversity
Strategies and Development and an Associate Director of Human Resources of
Paine Webber. The business address of each officer is 1 Madison Avenue, New
York, New York 10010.
28
<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
State Street Research Growth, State Street Research Income, State Street
Research Money Market, State Street Research Diversified, State Street
Research Aggressive Growth, MetLife Stock Index, Santander International
Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap
Growth, Scudder Global Equity, Harris Oakmark Large Cap Value, Neuberger
Berman Partners Mid Cap Value, T. Rowe Price Large Cap Growth, Lehman Brothers
Aggregate Bond Index, Morgan Stanley EAFE Index, Russell 2000 Index, Janus
Large Cap Growth, Invesco VIF High Yield, Invesco VIF Industrial Income,
Invesco VIF Realty and Templeton International Stock Portfolios of
Metropolitan Life Separate Account UL (the "Separate Account") as of December
31, 1999, and the related statements (i) of operations for the year ended
December 31, 1999 and of changes in net assets for the years ended December
31, 1999 and 1998 of the State Street Research Growth, State Street Research
Income, State Street Research Money Market, State Street Research Diversified,
State Street Research Aggressive Growth, MetLife Stock Index, Santander
International Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe
Price Small Cap Growth, Scudder Global Equity, Harris Oakmark Large Cap Value,
Neuberger Berman Partners Mid Cap Value, T. Rowe Price Large Cap Growth,
Lehman Brothers Aggregate Bond Index, Morgan Stanley EAFE Index and Russell
2000 Index Portfolios and (ii) of operations and of changes in net assets for
the period May 3, 1999 (commencement of operations) to December 31, 1999 of
Janus Large Cap Growth, Invesco VIF High Yield, Invesco VIF Industrial Income,
Invesco VIF Realty and Templeton International Stock Portfolios. 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, 1999
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 financial position of the State Street Research Growth, State
Street Research Income, State Street Research Money Market, State Street
Research Diversified, State Street Research Aggressive Growth, MetLife Stock
Index, Santander International Stock, Loomis Sayles High Yield Bond, Janus Mid
Cap, T. Rowe Price Small Cap Growth, Scudder Global Equity, Harris Oakmark
Large Cap Value, Neuberger Berman Partners Mid Cap Value, T. Rowe Price Large
Cap Growth, Lehman Brothers Aggregate Bond Index, Morgan Stanley EAFE Index,
Russell 2000 Index, Janus Large Cap Growth, Invesco VIF High Yield, Invesco
VIF Industrial Income, Invesco VIF Realty and Templeton International Stock
Portfolios of Metropolitan Life Separate Account UL as of December 31, 1999
and the results of their operations and the changes in their net assets for
the respective stated periods, in conformity with generally accepted
accounting principles.
We did not audit the financial statements for the Templeton Variable Products
Series Fund, the Janus Aspen Series Fund and the Investco Investment Funds,
Inc., of which the investment information for these funds is summarized in
Note 5 to the financial statements. The financial statements for these funds
were audited by other auditors.
DELOITTE & TOUCHE LLP
Tampa, Florida
March 27, 2000
1
<PAGE>
Metropolitan Life Separate Account UL
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 1999
<TABLE>
<CAPTION>
State Street State Street
State Street State Street Research State Street Research
Research Research Money Research Aggressive
Growth Income Market Diversified Growth
Portfolio Portfolio Portfolio Portfolio Portfolio
------------ ------------ ------------ ------------ ------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments at Value
(Note 2A):
State Street Research
Growth Portfolio
(10,745,186 shares;
cost $333,312,756)..... $420,566,549 -- -- -- --
State Street Research
Income Portfolio
(5,620,168 shares; cost
$70,920,972)........... -- $65,643,563 -- -- --
State Street Research
Money Market Portfolio
(3,197,886 shares; cost
$34,029,917)........... -- -- $33,075,729 -- --
State Street Research
Diversified Portfolio
(13,568,374 shares;
cost $225,692,070)..... -- -- -- $247,894,193 --
State Street Research
Aggressive Growth
Portfolio (5,593,963
shares; cost
$149,637,856).......... -- -- -- -- $215,087,902
MetLife Stock Index
Portfolio (6,441,446
shares;
cost $196,867,091)..... -- -- -- -- --
Santander International
Stock Portfolio
(3,175,743 shares ;
cost $41,292,139)...... -- -- -- -- --
Loomis Sayles High Yield
Bond Portfolio (541,135
shares; cost
$5,032,558)............ -- -- -- -- --
Janus Mid Cap Portfolio
(3,102,796 shares; cost
$64,508,142)........... -- -- -- -- --
T. Rowe Price Small Cap
Growth Portfolio
(2,043,071 shares; cost
$24,804,658)........... -- -- -- -- --
Scudder Global Equity
Portfolio (970,303
shares;
cost $11,980,830)...... -- -- -- -- --
Harris Oakmark Large Cap
Value Portfolio (33,250
shares; cost $310,760). -- -- -- -- --
Neuberger Berman
Partners Mid Cap Value
Portfolio (49,457
shares; cost $575,293). -- -- -- -- --
T. Rowe Price Large Cap
Growth Portfolio
(96,515 shares; cost
$1,121,477)............ -- -- -- -- --
Lehman Brothers
Aggregate Bond Index
Portfolio (56,961
shares; cost $565,809). -- -- -- -- --
Morgan Stanley EAFE
Index Portfolio (93,368
shares;
cost $1,085,242)....... -- -- -- -- --
Russell 2000 Index
Portfolio (36,094
shares; cost $410,863). -- -- -- -- --
Janus Large Cap Growth
Portfolio (2,864
shares;
cost $85,665).......... -- -- -- -- --
Invesco VIF High Yield
Portfolio (280 shares;
cost $3,233)........... -- -- -- -- --
Invesco VIF Industrial
Income Portfolio (279
shares;
cost $5,827)).......... -- -- -- -- --
Invesco VIF Realty
Portfolio (200 shares;
cost $1,500)........... -- -- -- -- --
Templeton International
Stock (307 shares; cost
$6,351)................ -- -- -- -- --
------------ ----------- ----------- ------------ ------------
Total Investments....... 420,566,549 65,643,563 33,075,729 247,894,193 215,087,902
Cash and Accounts
Receivable............. 20 0 0 0 0
------------ ----------- ----------- ------------ ------------
Total Assets............ 420,566,569 65,643,563 33,075,729 247,894,193 215,087,902
LIABILITIES............. 898,400 12,123 2,247 191,488 417,916
------------ ----------- ----------- ------------ ------------
NET ASSETS.............. $419,668,169 $65,631,440 $33,073,482 $247,702,705 $214,669,986
============ =========== =========== ============ ============
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
<TABLE>
<CAPTION>
Loomis T. Rowe Harris Neuberger
MetLife Santander Sayles Price Scudder Oakmark Berman
Stock International High Yield Janus Small Cap Global Large Cap Partners
Index Stock Bond Mid Cap Growth Equity Value Mid Cap Value
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
- ------------ ------------- ---------- ------------ ----------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
$261,458,295 -- -- -- -- -- -- --
-- $44,047,550 -- -- -- -- -- --
-- -- $4,918,907 -- -- -- -- --
-- -- -- $113,376,167 -- -- -- --
-- -- -- -- $32,137,518 -- -- --
-- -- -- -- -- $14,467,210 -- --
-- -- -- -- -- -- $296,920 --
-- -- -- -- -- -- -- $592,005
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
- ------------ ----------- ---------- ------------ ----------- ----------- -------- --------
261,458,295 44,047,550 4,918,907 113,376,167 32,137,518 14,467,210 296,920 592,005
84,625 0 35,301 0 11,803 30,687 42,578 285
- ------------ ----------- ---------- ------------ ----------- ----------- -------- --------
261,542,920 44,047,550 4,954,208 113,376,167 32,149,321 14,497,897 339,498 592,290
248,062 122,989 0 297,416 0 0 0 0
- ------------ ----------- ---------- ------------ ----------- ----------- -------- --------
$261,294,858 $43,924,561 $4,954,208 $113,078,751 $32,149,321 $14,497,897 $339,498 $592,290
============ =========== ========== ============ =========== =========== ======== ========
</TABLE>
3
<PAGE>
Metropolitan Life Separate Account UL
STATEMENT OF ASSETS AND LIABILITIES (Continued)
At December 31, 1999
<TABLE>
<CAPTION>
T. Rowe Lehman Morgan
Price Brothers Stanley Russell
Large Cap Aggregate EAFE 2000
Growth Bond Index Index Index
Portfolio Portfolio Portfolio Portfolio
ASSETS: ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Investments at Value (Note 2A):
State Street Research Growth
Portfolio (10,745,186 shares; cost
$333,312,756)..................... -- -- -- --
State Street Research Income
Portfolio (5,620,168 shares; cost
$70,920,972)...................... -- -- -- --
State Street Research Money Market
Portfolio (3,197,886 shares; cost
$34,029,917)...................... -- -- -- --
State Street Research Diversified
Portfolio (13,568,374 shares; cost
$225,692,070)..................... -- -- -- --
State Street Research Aggressive
Growth Portfolio (5,593,963
shares; cost $149,637,856)........ -- -- -- --
MetLife Stock Index Portfolio
(6,441,446 shares;
cost $196,867,091)................ -- -- -- --
Santander International Stock
Portfolio (3,175,743 shares ; cost
$41,292,139)...................... -- -- -- --
Loomis Sayles High Yield Bond
Portfolio (541,135 shares; cost
$5,032,558)....................... -- -- -- --
Janus Mid Cap Portfolio (3,102,796
shares;
cost $64,508,142)................. -- -- -- --
T. Rowe Price Small Cap Growth
Portfolio (2,043,071 shares; cost
$24,804,658)...................... -- -- -- --
Scudder Global Equity Portfolio
(970,303 shares;
cost $11,980,830)................. -- -- -- --
Harris Oakmark Large Cap Value
Portfolio (33,250 shares; cost
$310,760)......................... -- -- -- --
Neuberger Berman Partners Mid Cap
Value Portfolio (49,457 shares;
cost $575,293).................... -- -- -- --
T. Rowe Price Large Cap Growth
Portfolio (96,515 shares; cost
$1,121,477)....................... $1,294,264 -- -- --
Lehman Brothers Aggregate Bond
Index Portfolio (56,961 shares;
cost $565,809).................... -- $538,275 -- --
Morgan Stanley EAFE Index Portfolio
(93,368 shares;
cost $1,085,242).................. -- -- $1,245,531 --
Russell 2000 Index Portfolio
(36,094 shares; cost $410,863).... -- -- -- $451,900
Janus Large Cap Growth Portfolio
(2,864 shares;
cost $85,665)..................... -- -- -- --
Invesco VIF High Yield Portfolio
(280 shares; cost $3,233)......... -- -- -- --
Invesco VIF Industrial Income
Portfolio (279 shares;
cost $5,827))..................... -- -- -- --
Invesco VIF Realty Portfolio (200
shares; cost $1,500).............. -- -- -- --
Templeton International Stock (307
shares; cost $6,351).............. -- -- -- --
---------- -------- ---------- --------
Total Investments................. 1,294,264 538,275 1,245,531 451,900
Cash and Accounts Receivable....... 0 22,766 0 88
---------- -------- ---------- --------
Total Assets...................... 1,294,264 561,041 1,245,531 451,988
LIABILITIES........................ 40,869 0 23,869 0
---------- -------- ---------- --------
NET ASSETS......................... $1,253,395 $561,041 $1,221,662 $451,988
========== ======== ========== ========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
Janus Invesco Invesco VIF Invesco Templeton
Large Cap VIF Industrial VIF International
Growth High Yield Income Realty Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Total
- --------- ---------- ----------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C>
-- -- -- -- -- $ 420,566,549
-- -- -- -- -- 65,643,563
-- -- -- -- -- 33,075,729
-- -- -- -- -- 247,894,193
-- -- -- -- -- 215,087,902
-- -- -- -- -- 261,458,295
-- -- -- -- -- 44,047,550
-- -- -- -- -- 4,918,907
-- -- -- -- -- 113,376,167
-- -- -- -- -- 32,137,518
-- -- -- -- -- 14,467,210
-- -- -- -- -- 296,920
-- -- -- -- -- 592,005
-- -- -- -- -- 1,294,264
-- -- -- -- -- 538,275
-- -- -- -- -- 1,245,531
-- -- -- -- -- 451,900
$96,373 -- -- -- -- 96,373
-- $3,227 -- -- -- 3,227
-- -- $5,872 -- -- 5,872
-- -- -- $1,584 -- 1,584
-- -- -- -- $6,832 6,832
------- ------ ------ ------ ------ --------------
96,373 3,227 5,872 1,584 6,832 1,457,206,366
0 0 0 0 0 228,153
------- ------ ------ ------ ------ --------------
96,373 3,227 5,872 1,584 6,832 1,457,434,519
0 0 0 0 0 2,255,379
------- ------ ------ ------ ------ --------------
$96,373 $3,227 $5,872 $1,584 $6,832 $1,455,179,140
======= ====== ====== ====== ====== ==============
</TABLE>
5
<PAGE>
Metropolitan Life Separate Account UL
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the year ended December 31, 1999
------------------------------------------------------------------
State Street State Street
State Street State Street Research State Street Research
Research Research Money Research Aggressive
Growth Income Market Diversified Growth
Portfolio Portfolio Portfolio Portfolio Portfolio
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 3)..... $44,038,080 $ 4,181,436 $1,538,117 $20,799,436 $ 4,466,938
Expenses:
Mortality and expense
charges (Note 4)...... 3,209,889 499,462 241,265 1,973,981 1,429,076
----------- ----------- ---------- ----------- -----------
Net investment income
(loss)................. 40,828,191 3,681,974 1,296,852 18,825,455 3,037,862
----------- ----------- ---------- ----------- -----------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS: (Note
2B)
Net realized gain (loss)
from security
transactions........... 3,593,964 15,187 245,673 743,624 1,280,373
Change in unrealized
appreciation
(depreciation) of
investments............ 16,515,105 (5,496,396) (275,023) (2,237,161) 47,914,985
----------- ----------- ---------- ----------- -----------
Net realized and
unrealized gain (loss)
on investments......... 20,109,069 (5,481,209) (29,350) (1,493,537) 49,195,358
----------- ----------- ---------- ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS............. $60,937,260 $(1,799,235) $1,267,502 $17,331,918 $52,233,220
=========== =========== ========== =========== ===========
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Loomis T. Rowe Harris Neuberger
MetLife Santander Sayles Price Scudder Oakmark Berman
Stock International High Yield Janus Small Cap Global Large Cap Partners
Index Stock Bond Mid Cap Growth Equity Value Mid Cap Value
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
- ----------- ------------- ---------- ----------- ---------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$12,076,347 $ 6,737,411 $ 384,074 $ 5,416,355 $ 0 $ 486,049 $ 2,973 $13,508
1,722,924 334,318 32,947 432,040 159,812 86,933 615 627
- ----------- ----------- --------- ----------- ---------- ---------- -------- -------
10,353,423 6,403,093 351,127 4,984,315 (159,812) 399,116 2,358 12,881
- ----------- ----------- --------- ----------- ---------- ---------- -------- -------
3,899,836 528,185 (159,077) 1,140,427 41,394 272,213 (5,489) 679
24,029,258 (1,137,521) 384,776 44,344,823 6,830,580 1,937,990 (13,841) 16,713
- ----------- ----------- --------- ----------- ---------- ---------- -------- -------
27,929,094 (609,336) 225,699 45,485,250 6,871,974 2,210,203 (19,330) 17,392
- ----------- ----------- --------- ----------- ---------- ---------- -------- -------
$38,282,517 $ 5,793,757 $ 576,826 $50,469,565 $6,712,162 $2,609,319 $(16,972) $30,273
=========== =========== ========= =========== ========== ========== ======== =======
</TABLE>
7
<PAGE>
Metropolitan Life Separate Account UL
STATEMENTS OF OPERATIONS (Continued)
<TABLE>
<CAPTION>
For the year ended December 31, 1999
----------------------------------------
T. Rowe Lehman Morgan
Price Brothers Stanley Russell
Large Cap Aggregate EAFE 2000
Growth Bond Index Index Index
Portfolio Portfolio Portfolio Portfolio
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends (Note 3).................. $ 5,264 $ 24,999 $ 15,956 $13,398
Expenses:
Mortality and expense charges (Note
4)................................. 4,482 2,156 4,919 1,131
-------- -------- -------- -------
Net investment income (loss)......... 782 22,843 11,037 12,267
-------- -------- -------- -------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS: (Note 2B)
Net realized gain (loss) from
security transactions............... 2,027 (1,189) 92,428 10,610
Change in unrealized appreciation
(depreciation) of investments....... 172,687 (27,533) 160,288 41,036
-------- -------- -------- -------
Net realized and unrealized gain
(loss) on investments............... 174,714 (28,722) 252,716 51,646
-------- -------- -------- -------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS..................... $175,496 $ (5,879) $263,753 $63,913
======== ======== ======== =======
</TABLE>
See Notes to Financial Statements.
8
<PAGE>
<TABLE>
<CAPTION>
For the period May 3, 1999 to December 31, 1999
- -------------------------------------------------------------
Janus Invesco Invesco VIF Invesco Templeton
Large Cap VIF Industrial VIF International
Growth High Yield Income Realty Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Total
- ----------- ------------ ----------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
$ 0 $ 0 $ 0 $ 0 $ 0 $100,200,341
61 0 0 1 5 10,136,644
------- --- --- --- ---- ------------
(61) 0 0 (1) (5) 90,063,697
------- --- --- --- ---- ------------
79 0 0 0 32 11,700,976
10,708 (6) 45 84 481 133,172,078
------- --- --- --- ---- ------------
10,787 (6) 45 84 513 144,873,054
------- --- --- --- ---- ------------
$10,726 $(6) $45 $83 $508 $234,936,751
======= === === === ==== ============
</TABLE>
9
<PAGE>
Metropolitan Life Separate Account UL
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
State Street Research State Street Research State Street Research
Growth Portfolio Income Portfolio Money Market Portfolio
-------------------------- -------------------------- --------------------------
For the Year For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 40,828,191 $ 27,785,410 $ 3,681,974 $ 3,877,871 $ 1,296,852 $ 1,022,138
Net realized gain
(loss) from security
transactions.......... 3,593,964 1,828,922 15,187 239,248 245,673 139,583
Change in unrealized
appreciation
(depreciation) of
investments........... 16,515,105 38,462,367 (5,496,396) (12,424) (275,023) (384,125)
------------ ------------ ----------- ----------- ------------ ------------
Net increase (decrease)
in net assets from
operations............ 60,937,260 68,076,699 (1,799,235) 4,104,695 1,267,502 777,596
------------ ------------ ----------- ----------- ------------ ------------
From capital
transactions:
Net premiums........... 76,267,713 68,697,236 15,797,917 13,501,414 35,768,800 28,800,532
Redemptions............ (15,563,840) (9,651,413) (1,719,595) (1,455,088) (296,905) (292,311)
Net portfolio
transfers............. 3,590,588 462,907 2,922,342 2,032,607 (23,898,442) (12,984,969)
Other net transfers.... (38,125,701) (33,909,522) (6,009,960) (5,444,551) (2,027,635) (2,036,921)
------------ ------------ ----------- ----------- ------------ ------------
Net increase in net
assets from capital
transactions.......... 26,168,760 25,599,208 10,990,704 8,634,382 9,545,818 13,486,331
------------ ------------ ----------- ----------- ------------ ------------
NET CHANGE IN NET
ASSETS................. 87,106,020 93,675,907 9,191,469 12,739,077 10,813,320 14,263,927
NET ASSETS--BEGINNING OF
YEAR................... 332,562,149 238,886,242 56,439,971 43,700,894 22,260,162 7,996,235
------------ ------------ ----------- ----------- ------------ ------------
NET ASSETS--END OF YEAR. $419,668,169 $332,562,149 $65,631,440 $56,439,971 $ 33,073,482 $ 22,260,162
============ ============ =========== =========== ============ ============
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
<TABLE>
<CAPTION>
State Street Research
State Street Research Aggressive Growth MetLife Santander
Diversified Portfolio Portfolio Stock Index Portfolio International Stock Portfolio
- -------------------------- -------------------------- -------------------------- -------------------------------
For the Year For the Year For the Year For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998 1999 1998
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 18,825,455 $ 17,838,146 $ 3,037,862 $ 7,473,609 $ 10,353,423 $ 5,466,190 $ 6,403,093 $ 119,967
743,624 522,086 1,280,373 390,678 3,899,836 2,060,324 528,185 251,518
(2,237,161) 12,721,568 47,914,985 9,316,026 24,029,258 21,573,004 (1,137,521) 5,740,557
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
17,331,918 31,081,800 52,233,220 17,180,313 38,282,517 29,099,518 5,793,757 6,112,042
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
54,466,186 48,746,380 41,977,555 48,080,744 80,432,444 59,343,787 8,765,614 10,224,172
(8,542,813) (5,712,146) (6,935,090) (4,373,459) (5,037,136) (2,361,734) (1,805,287) (1,153,624)
2,267,794 2,809,643 (8,586,687) (6,687,894) 20,459,060 9,729,932 (1,507,125) (2,377,311)
(26,640,820) (23,504,994) (18,101,172) (18,773,580) (31,708,703) (23,041,439) (3,575,131) (3,678,501)
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
21,550,347 22,338,883 8,354,606 18,245,811 64,145,665 43,670,546 1,878,071 3,014,736
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
38,882,265 53,420,683 60,587,826 35,426,124 102,428,182 72,770,064 7,671,828 9,126,778
208,820,440 155,399,757 154,082,160 118,656,036 158,866,676 86,096,612 36,252,733 27,125,955
- ------------ ------------ ------------ ------------ ------------ ------------ -------------- --------------
$247,702,705 $208,820,440 $214,669,986 $154,082,160 $261,294,858 $158,866,676 $ 43,924,561 $ 36,252,733
============ ============ ============ ============ ============ ============ ============== ==============
</TABLE>
11
<PAGE>
Metropolitan Life Separate Account UL
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
<TABLE>
<CAPTION>
T. Rowe Price
Loomis Sayles Janus Small Cap Growth
High Yield Bond Portfolio Mid Cap Portfolio Portfolio
------------------------- -------------------------- --------------------------
For the Year For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 351,127 $ 241,444 $ 4,984,315 $ 9,561 $ (159,812) $ (71,325)
Net realized gain
(loss) from security
transactions.......... (159,077) (15,746) 1,140,427 178,428 41,394 (14,908)
Change in unrealized
appreciation
(depreciation) of
investments........... 384,776 (428,334) 44,344,823 4,299,801 6,830,580 455,213
---------- ---------- ------------ ----------- ----------- -----------
Net increase (decrease)
in net assets from
operations............ 576,826 (202,636) 50,469,565 4,487,790 6,712,162 368,980
---------- ---------- ------------ ----------- ----------- -----------
From capital
transactions:
Net premiums........... 1,766,270 1,559,975 31,140,404 13,796,446 10,707,741 8,413,079
Redemptions............ (387,694) (29,635) (1,283,943) (179,560) (556,621) (87,656)
Net portfolio
transfers............. 1,046,383 180,422 24,344,237 4,280,509 5,288,531 3,021,876
Other net transfers.... (587,488) (451,340) (12,718,059) (5,121,876) (3,307,953) (2,968,930)
---------- ---------- ------------ ----------- ----------- -----------
Net increase in net
assets from capital
transactions.......... 1,837,471 1,259,422 41,482,639 12,775,519 12,131,698 8,378,369
---------- ---------- ------------ ----------- ----------- -----------
NET CHANGE IN NET
ASSETS................. 2,414,297 1,056,786 91,952,204 17,263,309 18,843,860 8,747,349
NET ASSETS--BEGINNING OF
YEAR................... 2,539,911 1,483,125 21,126,547 3,863,238 13,305,461 4,558,112
---------- ---------- ------------ ----------- ----------- -----------
NET ASSETS--END OF YEAR. $4,954,208 $2,539,911 $113,078,751 $21,126,547 $32,149,321 $13,305,461
========== ========== ============ =========== =========== ===========
</TABLE>
See Notes to Financial Statements.
12
<PAGE>
<TABLE>
<CAPTION>
Scudder Harris Oakmark Neuberger Berman Partners T. Rowe Price
Global Equity Portfolio Large Cap Value Portfolio Mid Cap Value Portfolio Large Cap Growth Portfolio
---------------------------- --------------------------- --------------------------- ---------------------------
For the Period For the Period For the Period
For the Year For the Year For the Year November 9, For the Year November 9, For the Year November 9,
Ended Ended Ended 1998 to Ended 1998 to Ended 1998 to
December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998 1999 1998
------------ ------------ ------------ -------------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 399,116 $ 82,316 $ 2,358 $ 0 $ 12,881 $ 0 $ 782 $ 0
272,213 35,936 (5,489) 0 679 0 2,027 0
1,937,990 556,946 (13,841) 0 16,713 0 172,687 0
----------- ----------- -------- --- -------- --- ---------- ---
2,609,319 675,198 (16,972) 0 30,273 0 175,496 0
----------- ----------- -------- --- -------- --- ---------- ---
4,574,226 3,660,518 125,384 0 162,181 0 141,433 0
(541,665) (44,451) (8,780) 0 0 0 0 0
985,125 2,251,711 224,137 0 433,203 0 1,037,195 0
(1,431,966) (1,263,459) 15,729 0 (33,367) 0 (100,729) 0
----------- ----------- -------- --- -------- --- ---------- ---
3,585,720 4,604,319 356,470 0 562,017 0 1,077,899 0
----------- ----------- -------- --- -------- --- ---------- ---
6,195,039 5,279,517 339,498 0 592,290 0 1,253,395 0
8,302,858 3,023,341 0 0 0 0 0 0
----------- ----------- -------- --- -------- --- ---------- ---
$14,497,897 $ 8,302,858 $339,498 $ 0 $592,290 $ 0 $1,253,395 $ 0
=========== =========== ======== === ======== === ========== ===
</TABLE>
13
<PAGE>
Metropolitan Life Separate Account UL
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
<TABLE>
<CAPTION>
Lehman Brothers Aggregate Morgan Stanley Russell 2000
Bond Index Portfolio EAFE Index Portfolio Index Portfolio
--------------------------- --------------------------- ---------------------------
For the Period For the Period For the Period
For the Year November 9, For the Year November 9, For the Year November 9,
Ended 1998 to Ended 1998 to Ended 1998 to
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------ -------------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 22,843 $ 0 $ 11,037 $ 0 $ 12,267 $ 0
Net realized gain
(loss) from security
transactions.......... (1,189) 0 92,428 0 10,610 0
Change in unrealized
appreciation
(depreciation) of
investments........... (27,533) 0 160,288 0 41,036 0
-------- --- ---------- --- -------- ---
Net increase (decrease)
in net assets from
operations............ (5,879) 0 263,753 0 63,913 0
-------- --- ---------- --- -------- ---
From capital
transactions:
Net premiums........... 93,732 0 139,276 0 214,532 0
Redemptions............ (1,012) 0 (1,812) 0 (1,472) 0
Net portfolio
transfers............. 484,526 0 862,477 0 219,845 0
Other net transfers.... (10,326) 0 (42,032) 0 (44,830) 0
-------- --- ---------- --- -------- ---
Net increase in net
assets from capital
transactions.......... 566,920 0 957,909 0 388,075 0
-------- --- ---------- --- -------- ---
NET CHANGE IN NET
ASSETS................. 561,041 0 1,221,662 0 451,988 0
NET ASSETS--BEGINNING OF
YEAR................... 0 0 0 0 0 0
-------- --- ---------- --- -------- ---
NET ASSETS--END OF YEAR. $561,041 $ 0 $1,221,662 $ 0 $451,988 $ 0
======== === ========== === ======== ===
</TABLE>
See Notes to Financial Statements.
14
<PAGE>
<TABLE>
<CAPTION>
Invesco VIF Invesco VIF Templeton
Janus Large Cap High Yield Industrial Income Invesco VIF International
Growth Portfolio Portfolio Portfolio Realty Portfolio Stock Portfolio TOTAL
- ---------------- -------------- ----------------- ---------------- --------------- ------------------------------
For the Period For the Period For the Period For the Period For the Period For the Year For the Year
May 3, 1999 to May 3, 1999 to May 3, 1999 to May 3, 1999 to May 3, 1999 to Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31, December 31,
1999 1999 1999 1999 1999 1999 1998
- ---------------- -------------- ----------------- ---------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
$ (61) $ 0 $ 0 $ (1) $ (5) $ 90,063,697 $ 63,845,327
79 0 0 0 32 11,700,976 5,616,069
10,708 (6) 45 84 481 133,172,078 92,300,599
------- ------ ------ ------ ------ -------------- --------------
10,726 (6) 45 83 508 234,936,751 161,761,995
------- ------ ------ ------ ------ -------------- --------------
99 0 0 0 1,166 362,542,673 304,824,283
0 0 0 0 0 (42,683,665) (25,341,077)
86,070 3,236 5,802 1,524 5,208 30,275,029 2,719,433
(522) (3) 25 (23) (50) (144,450,716) (120,195,113)
------- ------ ------ ------ ------ -------------- --------------
85,647 3,233 5,827 1,501 6,324 205,683,321 162,007,526
------- ------ ------ ------ ------ -------------- --------------
96,373 3,227 5,872 1,584 6,832 440,620,072 323,769,521
0 0 0 0 0 1,014,559,068 690,789,547
------- ------ ------ ------ ------ -------------- --------------
$96,373 $3,227 $5,872 $1,584 $6,832 $1,455,179,140 $1,014,559,068
======= ====== ====== ====== ====== ============== ==============
</TABLE>
15
<PAGE>
Metropolitan Life Separate Account UL
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1.BUSINESS
Metropolitan Life Separate Account UL (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940. The five divisions are ULII, IVUL, GVUL, UL2001 and VAI. The Separate
Account presently consists of twenty-two investment portfolios used to support
variable universal life insurance policies. The assets in each portfolio are
invested in shares of the corresponding portfolio of the Metropolitan Series
Fund, Inc., the Janus Aspen Series Fund, the Invesco Variable Investment
Funds, Inc. and the Templeton Variable Products Series Fund (the "Funds").
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. On May 3, 1999, operations commenced for
the five new investment portfolios added to the Separate Account on that date:
the Janus Large Cap Growth Portfolio, the Invesco VIF High Yield Portfolio,
the Invesco VIF Industrial Income Portfolio, the Invesco VIF Realty Portfolio
and the Templeton International Stock Portfolio. On November 9, 1998,
operations commenced for the six new investment portfolios added to the
Separate Account on that date: the Harris Oakmark Large Cap Value Portfolio,
the Neuberger Berman Partners Mid Cap Value Portfolio, the T. Rowe Price Large
Cap Growth Portfolio, the Lehman Brothers Aggregate Bond Index Portfolio, the
Morgan Stanley EAFE Index Portfolio and the Russell 2000 Index Portfolio.
2.SIGNIFICANT ACCOUNTING POLICIES
A.Valuation of Investments
Investments in shares of the Funds are valued at the reported net asset
values of the respective portfolios. A summary of investments of the
twenty-two designated portfolios of the Funds in which the five
investment divisions of the Separate Account invest as of December 31,
1999 is included as Note 5.
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 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 reserve 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 of 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
certain 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 on certain policies to recover a
portion of the Federal income tax adjustment attributable to policy
acquisition expenses.
16
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
3.DIVIDENDS
On May 4, 1999 and December 16, 1999, the Metropolitan Series Fund, Inc.
declared dividends for all shareholders of record on May 7, 1999 and December
21, 1999 respectively. The amount of dividends received by the Separate
Account was $100,200,341. The dividends were paid to Metropolitan Life on May
11, 1999 and December 22, 1999, 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
Metropolitan Series Fund, Inc. held by each of the sixteen investment
portfolios increased by the following: State Street Research Growth Portfolio,
1,168,696 shares; State Street Research Income Portfolio, 357,372 shares;
State Street Research Money Market Portfolio, 148,919 shares; State Street
Research Diversified Portfolio, 1,161,405 shares; State Street Research
Aggressive Growth Portfolio, 126,713 shares; MetLife Stock Index Portfolio,
307,335 shares; Santander International Stock Portfolio, 495,499 shares;
Loomis Sayles High Yield Bond Portfolio, 42,345 shares; Janus Mid Cap
Portfolio, 164,544 shares; Scudder Global Equity Portfolio, 34,867 shares;
Harris Oakmark Large Cap Value Portfolio, 343 shares; Neuberger Berman
Partners Mid Cap Value Portfolio, 1,185 shares; T. Rowe Price Large Cap Growth
Portfolio, 410 shares; Lehman Brothers Aggregate Bond Index Portfolio, 2,648
shares; Morgan Stanley EAFE Index Portfolio, 1,260 shares and Russell 2000
Index Portfolio, 1,133 shares.
No dividends were received by the T. Rowe Price Small Cap Growth Portfolio,
the Janus Large Cap Growth Portfolio, the Invesco VIF High Yield Portfolio,
the Invesco VIF Industrial Income Portfolio, the Invesco VIF Realty Portfolio
or the Templeton International Stock Portfolio.
4.EXPENSES
For assets in the Separate Account that support certain policies,
Metropolitan Life applies a charge against the assets attributable to the
Separate Account for the mortality and expense risks assumed by Metropolitan
Life. This charge varies by policy type but will be higher than an effective
annual rate of .90% of the average daily value of the net assets of the
monthly anniversary value of the net assets in the Separate Account
attributable to such policies.
17
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999
Investment information, summarized by investment type and industry sector,
for each portfolio in which the Separate Account invests is presented below:
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
State Street State Street State Street State Street
Research Research Research Research
Growth Income Money Market Diversified
Portfolio Portfolio Portfolio Portfolio
-------------- ------------ ------------ --------------
Value Value Value Value
(Note 2A) (Note 2A) (Note 2A) (Note 2A)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Banking................. $ 82,527,431 (2.3%) $ 37,290,000 (1.3%)
Biotechnology........... 54,963,147 (1.5%) 24,690,597 (0.9%)
Broadcasting............ 296,377,400 (8.2%) 133,419,212 (4.6%)
Business Services....... 112,535,700 (3.1%) 50,496,775 (1.8%)
Chemicals............... 76,861,100 (2.1%) 34,515,338 (1.2%)
Computer Equipment &
Service................ 256,218,167 (7.1%) 115,412,728 (4.0%)
Consumer Products....... 41,549,200 (1.1%) 18,585,325 (0.6%)
Drugs & Health Care..... 199,768,100 (5.5%) 89,658,175 (3.1%)
Electrical Equipment.... 135,638,375 (3.7%) 61,141,725 (2.1%)
Electronics............. 311,786,331 (8.6%) 139,112,337 (4.8%)
Entertainment & Leisure. 69,260,925 (1.9%) 31,127,400 (1.1%)
Financial Services...... 207,714,472 (5.7%) 93,083,836 (3.2%)
Food & Beverages........ 68,059,775 (1.9%) 30,438,238 (1.1%)
Household Products...... 115,271,300 (3.2%) 52,737,925 (1.8%)
Insurance............... 122,153,209 (3.4%) 55,087,431 (1.9%)
Liquor.................. 35,878,100 (1.0%) 16,110,094 (0.6%)
Medical Equipment &
Supply................. 64,919,375 (1.8%) 29,183,519 (1.0%)
Multi-Industry.......... 157,590,888 (4.3%) 70,569,787 (2.5%)
Office & Business
Equipment.............. 100,591,019 (2.8%) 45,145,450 (1.6%)
Oil..................... 78,019,820 (2.1%) 34,877,416 (1.2%)
Oil & Gas Exploration... 10,186,600 (0.3%) 4,492,675 (0.2%)
Oil-International....... 148,770,011 (4.1%) 66,566,008 (2.3%)
Retail Trade............ 230,490,362 (6.4%) 103,622,031 (3.6%)
Software................ 220,768,794 (6.1%) 99,297,338 (3.5%)
Telecommunications
Equipment & Services... 166,601,284 (4.6%) 74,851,353 (2.6%)
Transportation-Trucking. 5 (0.0%)
Utilities-Electric...... 29,997,175 (0.8%) 13,395,200 (0.5%)
Utilities-Gas &
Pipelines.............. 38,584,063 (1.1%) 17,426,063 (0.6%)
Utilities-Telephone..... 103,491,375 (2.9%) 46,478,737 (1.6%)
-------------- --------------
Total Common Stock...... 3,536,573,498 (97.6%) 1,588,812,718 (55.3%)
-------------- --------------
LONG-TERM DEBT
SECURITIES
Corporate Bonds:
Aerospace & Defense..... $ 3,129,248 (0.7%) 8,007,919 (0.3%)
Asset Backed............ 13,145,137 (2.7%) 16,750,976 (0.6%)
Automotive.............. 7,115,862 (1.5%) 14,621,369 (0.5%)
Banking................. 5,120,913 (1.1%)
Collateralized Mortgage
Obligations............ 23,320,293 (4.9%) 45,392,738 (1.6%)
Drugs & Health Care..... 2,903,965 (0.6%) 6,368,139 (0.2%)
Electrical Equipment.... 5,032,173 (0.2%)
Entertainment & Leisure. 4,307,188 (0.2%)
Finance & Banking....... 19,467,181 (4.1%) 90,280,549 (3.1%)
Financial Services...... 120,137,416 (25.1%) 305,430,425 (10.6%)
Food & Beverages........ 9,895,519 (2.1%) 12,511,591 (0.4%)
Healthcare Services..... 13,325,625 (2.8%) 28,557,900 (1.0%)
Industrials............. 13,357,360 (2.8%) 58,750,359 (2.0%)
Mortgage Related........ 11,533,851 (2.4%) 31,552,849 (1.1%)
Newspapers.............. 9,744,055 (2.0%) 20,468,019 (0.7%)
Pollution Control....... 1,760,000 (0.4%) 19,866,031 (0.7%)
Restaurant.............. 3,089,555 (0.6%) 3,884,012 (0.1%)
Retail Grocery.......... 7,162,867 (1.5%) 20,183,815 (0.7%)
Telecommunications
Equipment & Services... 14,952,575 (3.1%) 36,301,441 (1.3%)
Utilities-Electric...... 23,188,403 (4.9%) 35,847,072 (1.3%)
Utilities-Gas &
Pipelines.............. 2,508,129 (0.5%) 6,344,091 (0.2%)
------------ --------------
Total Corporate Bonds... 304,857,954 (63.8%) 770,458,656 (26.8%)
------------ --------------
Federal Agency
Obligations............ 33,244,644 (6.9%) 64,815,085 (2.3%)
Federal Treasury
Obligations............ 69,212,535 (14.5%) 254,049,569 (8.8%)
Foreign Obligations..... 9,200,344 (1.9%) 23,045,630 (0.8%)
State Agency
Obligations............ 19,552,778 (4.1%) 46,617,831 (1.6%)
Yankee Bonds............ 26,698,901 (5.6%) 63,191,720 (2.2%)
------------ --------------
Total Long-Term Debt
Securities............. 462,767,156 (96.8%) 1,222,178,491 (42.5%)
------------ --------------
SHORT-TERM OBLIGATIONS
Bankers' Acceptances.... $ 2,296,541 (4.5%)
Commercial Paper........ 104,406,562 (2.9%) 4,153,120 (0.9%) 46,206,089 (89.6%) 40,162,565 (1.4%)
Foreign Obligations..... 2,527,260 (4.9%)
Repurchase Agreements... 906,000 (0.0%)
-------------- ------------ ----------- --------------
Total Short-Term
Obligations............ 105,312,562 (2.9%) 4,153,120 (0.9%) 51,029,890 (99.0%) 40,162,565 (1.4%)
-------------- ------------ ----------- --------------
TOTAL INVESTMENTS....... 3,641,886,060 (100.5%) 466,920,276 (97.7%) 51,029,890 (99.0%) 2,851,153,774 (99.2%)
Other Assets Less
Liabilities............ (18,570,414) (-0.5%) 10,959,423 (2.3%) 515,101 (1.0%) 23,257,871 (0.8%)
-------------- ------------ ----------- --------------
NET ASSETS.............. $3,623,315,646 (100.0%) $477,879,699 (100.0%) $51,544,991 (100.0%) $2,874,411,645 (100.0%)
============== ============ =========== ==============
</TABLE>
18
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
State Street
Research Santander
MetLife Aggressive International
Stock Index Growth Stock
Portfolio Portfolio Portfolio
-------------- -------------- -------------
Value Value Value
(Note 2A) (Note 2A) (Note 2A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace & Defense.... $ 42,520,747 (1.0%)
Automotive............. 53,473,320 (1.3%) $ 24,293,875 (1.5%) $ 12,765,921 (4.0%)
Banking................ 222,504,127 (5.3%) 11,599,213 (0.7%) 35,345,047 (11.1%)
Biotechnology.......... 4,259,062 (0.1%) 24,580,406 (1.5%)
Broadcasting........... 102,304,763 (2.4%) 113,538,148 (7.1%)
Building &
Construction.......... 12,908,642 (0.3%) 1,129,927 (0.4%)
Business Services...... 52,283,928 (1.2%) 128,551,113 (8.0%) 6,578,957 (2.1%)
Chemicals.............. 66,926,188 (1.6%) 5,668,625 (0.4%) 14,809,559 (4.7%)
Computer Equipment &
Service............... 344,503,286 (8.2%) 176,966,356 (11.1%)
Construction Materials. 1,347,336 (0.0%) 4,145,142 (1.3%)
Consumer Products...... 1,541,270 (0.0%) 15,105,475 (0.9%) 2,347,558 (0.7%)
Consumer Services...... 1,546,791 (0.0%) 22,926,075 (1.4%)
Containers & Glass..... 4,748,324 (0.1%) 1,276,864 (0.4%)
Cosmetics.............. 4,566,110 (0.1%)
Drugs & Health Care.... 269,559,821 (6.4%) 33,934,131 (2.1%) 15,475,094 (4.9%)
Electrical Equipment... 198,603,236 (4.7%) 11,781,000 (0.7%) 11,051,542 (3.5%)
Electronics............ 290,979,817 (6.9%) 205,642,403 (12.8%) 27,888,740 (8.8%)
Entertainment &
Leisure............... 31,589,263 (0.8%) 55,319,769 (3.5%)
Financial Services..... 211,099,391 (5.0%) 15,565,562 (1.0%) 22,770,469 (7.2%)
Food & Beverages....... 144,392,638 (3.4%)
Forest Products &
Paper................. 38,649,761 (0.9%)
Healthcare Services.... 540,800 (0.0%)
Homebuilders........... 1,209,419 (0.0%) 2,861,065 (0.9%)
Hospital Management.... 11,657,934 (0.3%)
Hotel & Motel.......... 6,028,073 (0.1%) 11,613,994 (0.7%)
Household Appliances &
Home Furnishings...... 4,477,880 (0.1%) 10,469,911 (3.3%)
Household Products..... 95,206,866 (2.3%)
Industrial Components &
Material.............. 190,650 (0.0%) 4,141,955 (1.3%)
Insurance.............. 123,792,495 (3.0%) 9,968,500 (3.1%)
Liquor................. 6,651,963 (0.2%)
Machinery.............. 24,637,034 (0.6%) 4,784,205 (1.5%)
Medical Equipment &
Supply................ 98,448,956 (2.3%) 15,930,200 (1.0%) 1,710,480 (0.5%)
Metals-Aluminum........ 15,170,831 (0.4%)
Metals-Gold............ 5,671,760 (0.1%)
Metals-Non-Ferrous..... 2,318,173 (0.1%) 3,141,599 (1.0%)
Metals-Steel & Iron.... 4,254,478 (0.1%) 10,929,924 (3.4%)
Mining................. 3,046,177 (0.1%)
Miscellaneous.......... 4,915,428 (0.1%) 4,099,931 (1.3%)
Multi-Industry......... 53,514,408 (1.3%) 9,173,529 (2.9%)
Newspapers............. 20,296,141 (0.5%)
Office & Business
Equipment............. 192,540,031 (4.6%) 43,779,375 (2.7%) 2,382,141 (0.8%)
Oil.................... 3,253,848 (1.0%)
Oil & Gas Exploration.. 4,313,126 (0.1%) 2,903,201 (0.9%)
Oil-Domestic........... 26,869,426 (0.6%)
Oil-Equipment &
Services.............. 26,067,054 (0.6%) 10,873,000 (0.7%) 3,294,267 (1.0%)
Oil-International...... 174,437,716 (4.2%) 6,183,861 (1.9%)
Packaging.............. 618,375 (0.0%)
Personal Care.......... 1,790,854 (0.6%)
Photography............ 7,423,620 (0.2%) 3,030,146 (1.0%)
Plastics............... 1,642,705 (0.5%)
Pollution Control...... 4,170,830 (0.1%)
Printing & Publishing.. 8,326,516 (0.2%) 21,786,212 (1.4%) 1,419,888 (0.4%)
Real Estate............ 4,807,378 (1.5%)
Restaurant............. 22,291,487 (0.5%)
Retail Grocery......... 17,788,649 (0.4%) 1,661,126 (0.5%)
Retail Trade........... 258,726,495 (6.2%) 176,908,418 (11.1%) 12,081,931 (3.8%)
Software............... 306,073,513 (7.3%) 118,954,841 (7.4%)
Technology............. 19,159,525 (1.2%)
Telecommunications
Equipment & Services.. 121,104,733 (2.9%) 154,558,970 (9.7%) 11,386,247 (3.6%)
Textiles & Apparel..... 7,270,147 (0.2%) 8,983,463 (0.6%)
Tires & Rubber......... 2,933,650 (0.1%) 1,029,788 (0.3%)
Tobacco................ 20,221,865 (0.5%) 7,882,048 (2.5%)
Toys & Amusements...... 3,146,864 (0.1%) 814,349 (0.3%)
Transportation-
Airlines.............. 9,225,687 (0.2%) 7,301,153 (2.3%)
Transportation-
Miscellaneous......... 3,557,910 (1.1%)
Transportation-
Railroad.............. 15,390,852 (0.4%)
Transportation-
Trucking.............. 525,406 (0.0%)
Utilities-Electric..... 67,540,874 (1.6%) 9,663,975 (0.6%)
Utilities-Gas &
Pipelines............. 21,701,498 (0.5%) 13,129,119 (0.8%) 1,526,783 (0.5%)
Utilities-
Miscellaneous......... 1,420,319 (0.0%)
Utilities-Telephone.... 306,347,545 (7.3%) 16,136,400 (1.0%) 15,549,318 (4.9%)
-------------- -------------- -------------
Total Common Stock..... 4,208,813,565 (100.1%) 1,466,949,643 (91.6%) 310,364,861 (97.7%)
-------------- -------------- -------------
</TABLE>
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
State Street
Research Santander
MetLife Aggressive International
Stock Index Growth Stock
Portfolio Portfolio Portfolio
(continued) (continued) (continued)
-------------- -------------- -------------
Value Value Value
(Note 2A) (Note 2A) (Note 2A)
<S> <C> <C> <C> <C> <C> <C>
PREFERRED STOCK
Banking................ 2,290,901 (0.7%)
Retail Trade........... 309,734 (0.1%)
------------
Total Preferred Stock.. 2,600,635 (0.8%)
------------
LONG-TERM DEBT
SECURITIES
Foreign Obligations.... 158,596 (0.0%)
SHORT TERM OBLIGATIONS
Commercial Paper....... 154,949,235 (9.7%)
Repurchase Agreements.. 4,097,000 (1.3%)
Federal Agency
Obligations........... 1,206,498 (0.0%)
-------------- -------------- ------------
TOTAL INVESTMENTS....... 4,210,020,063 (100.1%) 1,621,898,878 (101.3%) 317,221,092 (99.8%)
Other Assets Less
Liabilities............ (4,818,376) (-0.1%) (21,058,178) (-1.3%) 609,779 (0.2%)
-------------- -------------- ------------
NET ASSETS.............. $4,205,201,687 (100.0%) $1,600,840,700 (100.0%) $317,830,871 (100.0%)
============== ============== ============
</TABLE>
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
Loomis Sayles
High Yield
Bond Portfolio
--------------
Value
(Note 2A)
<S> <C> <C>
COMMON STOCK
Banking............................................... $ 3,252 (0.0%)
Forest Products & Paper............................... 1,625,767 (2.7%)
Oil & Gas Exploration................................. 141,728 (0.2%)
Oil-Equipment & Services.............................. 56,250 (0.1%)
Real Estate........................................... 239,906 (0.4%)
Restaurant............................................ 3,479 (0.0%)
Utilities-Electric.................................... 20,632 (0.0%)
-----------
Total Common Stock.................................... 2,091,014 (3.4%)
-----------
PREFERRED STOCK
Banking............................................... 8,549 (0.0%)
Construction Materials................................ 129,844 (0.2%)
Food & Beverages...................................... 29,250 (0.0%)
Metals-Steel & Iron................................... 182,000 (0.3%)
Oil & Gas Exploration................................. 267,750 (0.4%)
Oil-Equipment & Services.............................. 281,685 (0.5%)
Real Estate........................................... 175,650 (0.3%)
Telecommunications Equipment & Services............... 1,400,884 (2.3%)
Transportation-Shipping............................... 12,000 (0.0%)
Utilities-Electric.................................... 300,459 (0.5%)
Utilities-Telephone................................... 214,312 (0.4%)
-----------
Total Preferred Stock................................. 3,002,383 (4.9%)
-----------
LONG-TERM DEBT SECURITIES
Convertible Bonds
Automotive............................................ 380,625 (0.6%)
Building & Construction............................... 81,500 (0.1%)
Computer Equipment & Service.......................... 3,458,197 (5.6%)
Drugs & Health Care................................... 1,967,862 (3.2%)
Electronics........................................... 1,882,512 (3.1%)
Entertainment & Leisure............................... 237,480 (0.4%)
Foreign Obligations................................... 5,617,845 (9.1%)
Healthcare Services................................... 297,375 (0.5%)
Industrial Components & Material...................... 364,625 (0.6%)
Industrials........................................... 692,775 (1.1%)
Medical Equipment & Supply............................ 208,050 (0.3%)
Oil & Gas Exploration................................. 150,000 (0.2%)
Oil-Equipment & Services.............................. 1,094,043 (1.8%)
Pollution Control..................................... 123,188 (0.2%)
Real Estate........................................... 91,000 (0.2%)
Restaurant............................................ 357,360 (0.6%)
Retail Trade.......................................... 68,563 (0.1%)
Telecommunications Equipment & Services............... 442,500 (0.7%)
Transportation-Trucking............................... 129,600 (0.2%)
-----------
Total Convertible Bonds............................... 17,645,100 (28.6%)
-----------
Corporate Bonds
Broadcasting.......................................... 1,687,875 (2.7%)
Chemicals............................................. 292,740 (0.5%)
Computer Equipment & Service.......................... 627,120 (1.0%)
Food & Beverages...................................... 76,402 (0.1%)
Healthcare Services................................... 976,095 (1.6%)
Industrials........................................... 912,871 (1.5%)
Oil & Gas Exploration................................. 988,687 (1.6%)
Oil-Equipment & Services.............................. 3,231,875 (5.2%)
Real Estate........................................... 409,937 (0.7%)
Retail Trade.......................................... 452,163 (0.7%)
Telecommunications Equipment & Services............... 5,659,875 (9.2%)
Textiles & Apparel.................................... 333,506 (0.6%)
Transportation........................................ 261,563 (0.4%)
Transportation-Shipping............................... 626,800 (1.0%)
Utilities-Electric.................................... 705,750 (1.2%)
Utilities-Telephone................................... 493,000 (0.8%)
-----------
Total Corporate Bonds................................. 17,736,259 (28.8%)
-----------
Foreign Obligations................................... 11,987,615 (19.4%)
Yankee Bonds.......................................... 6,418,660 (10.4%)
-----------
Total Long-Term Debt Securities....................... 53,787,634 (87.2%)
-----------
SHORT-TERM OBLIGATIONS
Repurchase Agreements................................. 884,000 (1.4%)
-----------
TOTAL INVESTMENTS..................................... 59,765,031 (96.9%)
Other Assets Less Liabilities......................... 1,936,338 (3.1%)
-----------
NET ASSETS............................................ $61,701,369 (100.0%)
===========
</TABLE>
21
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
T. Rowe Price
Janus Small Cap Scudder
Mid Cap Growth Global Equity
Portfolio Portfolio Portfolio
-------------- ------------- -------------
Value Value Value
(Note 2A) (Note 2A) (Note 2A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace & Defense.... $ 1,025,437 (0.4%) $ 2,654,542 (1.5%)
Automotive............. 2,668,712 (1.0%) 389,527 (0.2%)
Banking................ 2,779,701 (1.0%) 6,374,730 (3.7%)
Biotechnology.......... $ 42,717,280 (2.2%) 1,622,128 (0.6%) 3,766,838 (2.2%)
Broadcasting........... 182,450,383 (9.4%) 9,202,244 (3.4%) 4,670,099 (2.7%)
Building &
Construction.......... 1,147,375 (0.4%) 514,750 (0.3%)
Business Services...... 152,634,350 (7.9%) 23,868,284 (8.9%) 2,358,915 (1.4%)
Chemicals.............. 3,291,533 (1.2%) 10,906,382 (6.4%)
Computer Equipment &
Service............... 419,901,193 (21.7%) 24,709,494 (9.2%) 3,283,932 (1.9%)
Construction & Mining
Equipment............. 727,050 (0.3%)
Construction Materials. 678,125 (0.3%) 2,484,832 (1.5%)
Consumer Products...... 398,263 (0.1%)
Drugs & Health Care.... 51,178,119 (2.6%) 16,126,810 (6.0%) 5,494,040 (3.2%)
Education.............. 34,102,280 (1.8%) 3,104,162 (1.2%)
Electrical Equipment... 5,424,125 (2.0%) 5,874,457 (3.4%)
Electronics............ 255,169,133 (13.2%) 39,158,644 (14.5%) 13,213,361 (7.7%)
Entertainment &
Leisure............... 49,936,749 (2.6%) 5,588,944 (2.1%)
Financial Services..... 6,797,057 (2.5%) 5,079,216 (3.0%)
Food & Beverages....... 1,538,278 (0.6%)
Forest Products &
Paper................. 963,375 (0.6%)
Healthcare Services.... 14,559,746 (0.8%) 702,625 (0.3%) 568,269 (0.3%)
Hospital Management.... 500,656 (0.2%)
Household Appliances &
Home Furnishings...... 1,246,452 (0.7%)
Industrial Components &
Material.............. 856,794 (0.3%)
Insurance.............. 2,260,759 (0.8%) 4,670,482 (2.7%)
Lease Rental
Obligations........... 1,193,456 (0.4%)
Machinery.............. 151,599 (0.1%)
Medical Equipment &
Supply................ 14,836,617 (0.8%) 6,020,644 (2.2%)
Metals-Gold............ 4,072,604 (2.4%)
Metals-Non-Ferrous..... 4,677,775 (2.7%)
Metals-Steel & Iron.... 6,605,028 (3.9%)
Mining................. 1,744,481 (1.0%)
Miscellaneous.......... 275,600 (0.1%)
Multi-Industry......... 2,482,024 (1.4%)
Newspapers............. 854,775 (0.3%)
Office & Business
Equipment............. 4,939,347 (1.8%) 5,639,675 (3.3%)
Oil & Gas Exploration.. 932,512 (0.3%) 683,750 (0.4%)
Oil-Domestic........... 3,765,288 (2.2%)
Oil-Equipment &
Services.............. 2,943,681 (1.1%) 1,531,040 (0.9%)
Oil-International...... 3,368,984 (2.0%)
Photography............ 1,244,309 (0.5%)
Pollution Control...... 969,891 (0.4%)
Real Estate............ 2,692,804 (1.0%) 2,179,844 (1.3%)
Restaurant............. 1,091,461 (0.1%) 4,051,256 (1.5%)
Retail Grocery......... 1,830,483 (0.7%)
Retail Trade........... 13,244,333 (0.7%) 13,945,028 (5.2%) 1,396,008 (0.8%)
Software............... 124,501,640 (6.4%) 31,128,170 (11.5%) 7,143,207 (4.2%)
Telecommunications
Equipment & Services.. 473,207,570 (24.5%) 23,235,061 (8.6%) 12,333,669 (7.2%)
Textiles & Apparel..... 2,968,687 (1.1%) 575,629 (0.3%)
Tobacco................ 212,694 (0.1%)
Toys & Amusements...... 478,400 (0.2%)
Transportation-
Airlines.............. 1,232,378 (0.5%) 2,112,781 (1.2%)
Transportation-
Railroad.............. 824,988 (0.3%) 5,090,951 (3.0%)
Transportation-
Trucking.............. 940,175 (0.3%)
Utilities-Electric..... 7,734,478 (4.5%)
Utilities-Gas &
Pipelines............. 1,606,375 (0.9%)
Utilities-Telephone.... 91,101,795 (4.7%) 1,916,966 (0.7%) 8,137,388 (4.7%)
-------------- ------------ ------------
Total Common Stock..... 1,920,632,649 (99.4%) 258,795,811 (96.0%) 157,759,471 (91.9%)
-------------- ------------ ------------
SHORT-TERM OBLIGATIONS
Commercial Paper....... 44,688,825 (2.3%)
Foreign Obligations.... 5,218,413 (3.0%)
Repurchase Agreements.. 1,914,000 (0.1%) 6,468,000 (3.8%)
-------------- ------------
Total Short-Term
Obligations........... 46,602,825 (2.4%) 11,686,413 (6.8%)
-------------- ------------
LONG-TERM DEBT
SECURITIES
Participating Loan
Notes................. 420,065 (0.2%)
Federal Treasury
Obligations........... 195,140 (0.1%)
SHORT-TERM OBLIGATIONS
Regulated Investment
Companies............. 12,572,104 (4.7%)
-------------- ------------ ------------
TOTAL INVESTMENTS....... 1,967,235,474 (101.8%) 271,563,055 (100.8%) 169,865,949 (98.9%)
Other Assets Less
Liabilities............ (35,438,420) (-1.8%) (2,045,413) (-0.8%) 1,848,472 (1.1%)
-------------- ------------ ------------
NET ASSETS.............. $1,931,797,054 (100.0%) $269,517,642 (100.0%) $171,714,421 (100.0%)
============== ============ ============
</TABLE>
22
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
Morgan Stanley
Russell 2000 EAFE
Index Portfolio Index Portfolio
--------------- ---------------
Value Value
(Note 2A) (Note 2A)
<S> <C> <C> <C> <C>
COMMON STOCK
Aerospace & Defense........... $ 678,269 (0.6%) $ 193,539 (0.2%)
Agriculture & Related......... 69,500 (0.1%)
Automotive.................... 1,110,278 (1.0%) 3,241,751 (3.9%)
Banking....................... 7,243,688 (6.5%) 8,729,364 (10.6%)
Biotechnology................. 2,144,522 (1.9%) 193,965 (0.2%)
Broadcasting.................. 1,513,037 (1.4%) 951,178 (1.2%)
Building & Construction....... 602,606 (0.5%) 444,750 (0.5%)
Business Services............. 7,088,385 (6.4%) 1,208,099 (1.5%)
Chemicals..................... 1,803,803 (1.6%) 1,933,527 (2.4%)
Coal.......................... 30,375 (0.0%)
Computer Equipment & Service.. 8,906,921 (8.0%) 1,885,797 (2.3%)
Construction & Mining
Equipment.................... 264,722 (0.2%) 37,709 (0.0%)
Construction Materials........ 695,375 (0.6%) 920,852 (1.1%)
Consumer Products............. 329,088 (0.3%) 426,599 (0.5%)
Consumer Services............. 41,388 (0.0%) 103,263 (0.1%)
Containers & Glass............ 313,969 (0.3%) 145,958 (0.2%)
Cosmetics..................... 43,751 (0.1%)
Drugs & Health Care........... 5,063,950 (4.5%) 4,831,395 (5.9%)
Education..................... 159,694 (0.1%)
Electrical Equipment.......... 2,139,364 (1.9%) 2,346,494 (2.9%)
Electronics................... 8,542,542 (7.7%) 6,444,858 (7.8%)
Entertainment & Leisure....... 1,726,211 (1.6%) 401,596 (0.5%)
Financial Services............ 2,146,995 (1.9%) 3,529,550 (4.3%)
Food & Beverages.............. 1,575,037 (1.4%) 2,170,309 (2.6%)
Forest Products & Paper....... 919,925 (0.8%) 448,821 (0.5%)
Healthcare Services........... 914,353 (0.8%) 21,577 (0.0%)
Homebuilders.................. 526,462 (0.5%) 135,410 (0.2%)
Hospital Management........... 344,369 (0.3%)
Hotel & Motel................. 454,447 (0.4%) 209,742 (0.3%)
Household Appliances & Home
Furnishings.................. 735,853 (0.7%) 554,907 (0.7%)
Household Products............ 307,909 (0.3%) 23,221 (0.0%)
Industrial Components &
Material..................... 1,976,599 (1.8%) 443,963 (0.5%)
Industrial
Development / Pollution
Bonds........................ 70,720 (0.1%)
Insurance..................... 3,360,032 (3.0%) 4,037,027 (4.9%)
Investment Companies.......... 38,106 (0.0%)
Lease Rental Obligations...... 436,903 (0.4%) 6,440 (0.0%)
Liquor........................ 205,856 (0.2%) 628,678 (0.8%)
Machinery..................... 1,854,774 (1.7%) 937,355 (1.1%)
Medical Equipment & Supply.... 2,052,444 (1.8%) 160,632 (0.2%)
Metals-Aluminum............... 56,888 (0.1%) 27,558 (0.0%)
Metals-Gold................... 27,638 (0.0%) 17,957 (0.0%)
Metals-Non-Ferrous............ 148,431 (0.1%) 243,787 (0.3%)
Metals-Steel & Iron........... 794,678 (0.7%) 714,613 (0.9%)
Mining........................ 148,944 (0.1%) 51,399 (0.1%)
Miscellaneous................. 513,562 (0.5%) 92,534 (0.1%)
Mobile Homes.................. 198,119 (0.2%)
Multi-Industry................ 902,396 (0.8%) 4,241,874 (5.2%)
Newspapers.................... 146,913 (0.1%) 5,582 (0.0%)
Office & Business Equipment... 1,049,025 (0.9%) 444,459 (0.5%)
Oil........................... 245,419 (0.2%) 1,824,272 (2.2%)
Oil & Gas Exploration......... 1,377,606 (1.2%) 74,383 (0.1%)
Oil-Domestic.................. 7,204 (0.0%)
Oil-Equipment & Services...... 1,199,770 (1.1%) 970,166 (1.2%)
Oil-International............. 1,486,992 (1.8%)
</TABLE>
23
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
Morgan Stanley
Russell 2000 EAFE
Index Portfolio Index Portfolio
(continued) (continued)
--------------- ---------------
Value Value
(Note 2A) (Note 2A)
<S> <C> <C> <C> <C>
COMMON STOCK--(Continued)
Packaging.................. 95,138 (0.1%)
Personal Care.............. 51,100 (0.1%) 512,187 (0.6%)
Photography................ 308,944 (0.3%) 146,031 (0.2%)
Plastics................... 136,109 (0.1%) 55,133 (0.1%)
Pollution Control.......... 170,117 (0.2%) 8,788 (0.0%)
Printing & Publishing...... 681,175 (0.6%) 579,027 (0.7%)
Real Estate................ 4,853,008 (4.4%) 1,113,230 (1.4%)
Restaurant................. 905,844 (0.8%) 63,682 (0.1%)
Retail Grocery............. 358,198 (0.3%) 678,318 (0.8%)
Retail Trade............... 3,602,791 (3.2%) 2,263,892 (2.8%)
Shipbuilding............... 107,250 (0.1%) 6,851 (0.0%)
Software................... 9,163,883 (8.2%) 528,209 (0.6%)
Technology................. 1,124,335 (1.0%)
Telecommunications
Equipment & Services...... 7,256,975 (6.5%) 5,713,882 (6.9%)
Textiles & Apparel......... 994,724 (0.9%) 268,027 (0.3%)
Tires & Rubber............. 47,500 (0.0%) 246,555 (0.3%)
Tobacco.................... 142,120 (0.1%) 298,673 (0.4%)
Toys & Amusements.......... 36,441 (0.0%) 182,813 (0.2%)
Transportation............. 195,463 (0.2%) 207,016 (0.3%)
Transportation-Airlines.... 821,011 (0.7%) 431,963 (0.5%)
Transportation-
Miscellaneous............. 22,388 (0.0%)
Transportation-Railroad.... 462,959 (0.4%) 551,262 (0.7%)
Transportation-Shipping.... 201,838 (0.2%) 399,092 (0.5%)
Transportation-Trucking.... 698,687 (0.6%) 9,013 (0.0%)
Utilities.................. 367,963 (0.3%)
Utilities-Electric......... 1,548,840 (1.4%) 1,998,232 (2.4%)
Utilities-Gas & Pipelines.. 2,091,713 (1.9%) 462,574 (0.6%)
Utilities-Miscellaneous.... 109,089 (0.1%)
Utilities-Telephone........ 310,884 (0.3%) 6,851,920 (8.3%)
Utilities-Water............ 116,150 (0.1%)
------------ -----------
Total Common Stock......... 111,978,300 (100.2%) 81,773,424 (99.3%)
------------ -----------
PREFERRED STOCK
Automotive................. 22,424 (0.0%)
Broadcasting............... 152,498 (0.2%)
Building & Construction.... 9,187 (0.0%)
Oil-Equipment & Services... 8,865 (0.0%)
Oil-International.......... 15,413 (0.0%)
Retail Grocery............. 7,711 (0.0%)
Retail Trade............... 9,096 (0.0%)
Software................... 210,838 (0.3%)
-----------
Total Preferred Stock...... 436,032 (0.5%)
-----------
SHORT-TERM OBLIGATIONS
Federal Agency Obligations. 996,977 (0.9%) 1,042,652 (1.3%)
------------ -----------
TOTAL INVESTMENTS.......... 112,975,277 (101.1%) 83,252,108 (101.1%)
Other Assets Less
Liabilities............... (1,246,645) (-1.1%) (897,193) (-1.1%)
------------ -----------
NET ASSETS................. $111,728,632 (100.0%) $82,354,915 (100.0%)
============ ===========
</TABLE>
24
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
Lehman
Brothers
Aggregate
Bond Index
Portfolio
------------
Value
(Note 2A)
<S> <C> <C>
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Aerospace & Defense...................................... $ 217,373 (0.2%)
Asset Backed............................................. 1,114,534 (0.9%)
Automotive............................................... 656,234 (0.5%)
Banking.................................................. 2,646,073 (2.0%)
Broadcasting............................................. 459,729 (0.4%)
Collateralized Mortgage Obligations...................... 1,557,920 (1.2%)
Drugs & Health Care...................................... 137,862 (0.1%)
Entertainment & Leisure.................................. 447,900 (0.3%)
Finance & Banking........................................ 1,184,489 (0.9%)
Financial Services....................................... 5,417,318 (4.2%)
Food & Beverages......................................... 198,824 (0.2%)
Forest Products & Paper.................................. 902,049 (0.7%)
Industrials.............................................. 138,134 (0.1%)
Liquor................................................... 468,535 (0.4%)
Multi-Industry........................................... 712,878 (0.5%)
Office & Business Equipment.............................. 465,375 (0.4%)
Oil & Gas Exploration.................................... 572,352 (0.4%)
Printing & Publishing.................................... 457,777 (0.3%)
Real Estate.............................................. 502,193 (0.4%)
Restaurant............................................... 457,986 (0.4%)
Retail Trade............................................. 1,152,172 (0.9%)
Telecommunications Equipment & Services.................. 1,447,723 (1.1%)
Transportation-Airlines.................................. 825,882 (0.6%)
Transportation-Railroad.................................. 300,801 (0.2%)
Utilities-Electric....................................... 1,364,726 (1.1%)
Utilities-Gas & Pipelines................................ 723,618 (0.6%)
Utilities-Telephone...................................... 1,420,791 (1.1%)
------------
Total Corporate Bonds.................................... 25,951,248 (20.1%)
------------
Federal Agency Obligations............................... 57,027,167 (44.1%)
Federal Treasury Obligations............................. 35,460,210 (27.4%)
State Agency Obligations................................. 182,909 (0.1%)
Yankee Bonds............................................. 2,257,967 (1.7%)
------------
Total Bonds.............................................. 120,879,501 (93.4%)
------------
SHORT-TERM OBLIGATIONS
Commercial Paper......................................... 4,535,468 (3.5%)
Federal Agency Obligations............................... 595,728 (0.5%)
------------
Total Short-Term Obligations............................. 5,131,196 (4.0%)
------------
TOTAL INVESTMENTS......................................... 126,010,697 (97.4%)
Other Assets Less Liabilities............................. 3,327,963 (2.6%)
------------
NET ASSETS................................................ $129,338,660 (100.0%)
============
</TABLE>
25
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Metropolitan Series Fund, Inc.
<TABLE>
<CAPTION>
Harris Oakmark Neuberger Berman T. Rowe Price
Large Cap Value Partners Mid Cap Value Large Cap
Portfolio Portfolio Growth Portfolio
--------------- ---------------------- ----------------
Value Value Value
(Note 2A) (Note 2A) (Note 2A)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Aerospace & Defense.... $ 3,218,687 (8.4%) $ 822,900 (2.1%)
Automotive............. 1,947,912 (5.0%) $ 260,550 (0.5%)
Banking................ 3,446,094 (9.0%) 851,525 (2.2%) 1,887,612 (3.7%)
Biotechnology.......... 431,081 (0.8%)
Broadcasting........... 1,537,144 (4.0%) 2,779,959 (5.4%)
Building &
Construction.......... 813,375 (2.1%) 246,138 (0.5%)
Business Services...... 3,166,562 (8.3%) 1,177,100 (3.0%) 2,216,848 (4.3%)
Chemicals.............. 1,192,344 (3.1%) 1,938,494 (5.0%)
Computer Equipment &
Service............... 972,969 (2.5%) 1,436,228 (3.7%) 4,917,202 (9.6%)
Consumer Products...... 2,168,375 (5.7%)
Containers & Glass..... 191,706 (0.5%)
Drugs & Health Care.... 727,988 (1.9%) 3,374,794 (6.6%)
Electrical Equipment... 439,875 (1.1%) 1,288,125 (2.5%)
Electronics............ 1,815,625 (4.7%) 792,706 (2.1%) 4,235,797 (8.2%)
Entertainment &
Leisure............... 1,735,500 (4.5%) 481,500 (1.2%) 87,750 (0.2%)
Financial Services..... 1,618,975 (4.2%) 4,435,533 (8.6%)
Food & Beverages....... 341,925 (0.7%)
Forest Products &
Paper................. 821,250 (2.1%) 1,103,437 (2.9%) 234,900 (0.5%)
Hospital Management.... 398,438 (0.8%)
Hotel & Motel.......... 368,950 (1.0%) 361,213 (0.7%)
Household Appliances &
Home Furnishings...... 739,200 (1.9%)
Household Products..... 922,387 (1.8%)
Industrials............ 201,400 (0.5%) 174,900 (0.3%)
Insurance.............. 878,813 (2.3%) 1,890,531 (4.9%) 1,188,617 (2.3%)
Machinery.............. 1,577,063 (4.1%) 1,209,506 (3.1%)
Medical Equipment &
Supply................ 1,241,094 (3.2%) 1,205,187 (2.3%)
Metals-Aluminum........ 498,063 (1.3%)
Metals-Non-Ferrous..... 434,125 (1.1%)
Metals-Steel & Iron.... 570,025 (1.5%)
Mining................. 107,400 (0.3%)
Miscellaneous.......... 1,785,375 (4.7%)
Multi-Industry......... 458,850 (1.2%) 3,303,693 (6.4%)
Newspapers............. 1,844,500 (4.8%) 192,719 (0.4%)
Office & Business
Equipment............. 340,588 (0.7%)
Oil.................... 547,031 (1.4%)
Oil & Gas Exploration.. 1,010,250 (2.6%)
Oil-Domestic........... 592,500 (1.5%)
Oil-Equipment &
Services.............. 2,015,375 (5.2%) 238,006 (0.5%)
Oil-International...... 1,476,969 (2.9%)
Packaging.............. 686,359 (1.8%)
Printing & Publishing.. 2,301,000 (6.0%) 501,500 (1.3%) 355,081 (0.7%)
Real Estate............ 1,281,250 (3.3%) 535,500 (1.4%) 205,969 (0.4%)
Restaurant............. 169,313 (0.3%)
Retail Grocery......... 981,221 (1.9%)
Retail Trade........... 611,000 (1.6%) 2,590,426 (5.0%)
Software............... 1,988,325 (5.1%) 4,157,962 (8.1%)
Telecommunications
Equipment & Services.. 3,108,844 (8.0%) 2,269,381 (4.4%)
Textiles & Apparel..... 2,081,625 (5.4%) 163,556 (0.3%)
Tobacco................ 1,864,275 (4.9%) 264,338 (0.5%)
Toys & Amusements...... 1,765,312 (4.6%)
Transportation-
Airlines.............. 510,313 (1.3%)
Transportation-
Railroad.............. 582,075 (1.5%) 261,188 (0.5%)
Utilities-Electric..... 1,118,050 (2.9%)
Utilities-Gas &
Pipelines............. 286,663 (0.7%)
Utilities-Telephone.... 2,158,184 (4.2%)
----------- ----------- -----------
Total Common Stock..... 34,729,994 (90.5%) 36,880,419 (95.2%) 50,117,550 (97.5%)
----------- ----------- -----------
SHORT-TERM OBLIGATIONS
Commercial Paper....... 1,500,000 (3.9%)
Regulated Investment
Companies............. 1,867,428 (3.6%)
Repurchase Agreements.. 1,482,000 (3.9%) 1,854,000 (4.8%) 703,000 (1.4%)
----------- ----------- -----------
Total Short-Term
Obligations........... 2,982,000 (7.8%) 1,854,000 (4.8%) 2,570,428 (5.0%)
----------- ----------- -----------
TOTAL INVESTMENTS...... 37,711,994 (98.3%) 38,734,419 (100.0%) 52,687,978 (102.5%)
Other Assets Less
Liabilities........... 665,535 (1.7%) (12,430) (0.0%) (1,286,462) (-2.5%)
----------- ----------- -----------
NET ASSETS............. $38,377,529 (100.0%) $38,721,989 (100.0%) $51,401,516 (100.0%)
=========== =========== ===========
</TABLE>
26
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Templeton Variable Products Series Fund
<TABLE>
<CAPTION>
Templeton
International
Stock
Portfolio
--------------
Value
(Note 2A)
<S> <C> <C>
COMMON STOCK
Aerospace & Defense................................... $ 1,925,333 (0.2%)
Appliances & Household Durables....................... 43,597,485 (3.8%)
Automotive............................................ 38,876,270 (3.4%)
Banking............................................... 93,961,811 (8.1%)
Broadcasting.......................................... 11,671,882 (1.0%)
Building Materials & Components....................... 8,232,097 (0.7%)
Chemicals............................................. 50,382,806 (4.3%)
Data Processing & Reproduction........................ 9,436,991 (0.8%)
Electrical & Electronics.............................. 86,309,209 (7.4%)
Energy Sources........................................ 61,113,306 (5.3%)
Financial Services.................................... 67,495,324 (5.8%)
Food & Household Products............................. 22,749,989 (2.0%)
Forest Products & Paper............................... 21,609,388 (1.9%)
Health & Personal Care................................ 43,531,166 (3.8%)
Industrial Components................................. 4,125,846 (0.4%)
Insurance............................................. 63,000,165 (5.4%)
Machinery & Engineering............................... 7,096,640 (0.6%)
Merchandising......................................... 30,647,631 (2.6%)
Metals & Mining....................................... 70,173,353 (6.1%)
Multi-Industry........................................ 52,379,143 (4.5%)
Real Estate........................................... 1,704,438 (0.1%)
Recreation & Other Consumer Goods..................... 11,067,926 (1.0%)
Telecommunications.................................... 103,119,516 (8.9%)
Transportation........................................ 51,149,658 (4.4%)
Utilities-Gas & Pipelines............................. 87,566,150 (7.5%)
-------------- -------
Total Common Stock.................................... 1,042,923,523 (90.0%)
-------------- -------
Preferred Stock....................................... 56,820,552 (4.9%)
SHORT-TERM OBLIGATIONS
Repurchase Agreements................................. 46,236,000 (4.0%)
-------------- -------
TOTAL INVESTMENTS..................................... 1,145,980,075 (98.9%)
Other Assets Less Liabilities......................... 12,182,392 (1.1%)
-------------- -------
NET ASSETS............................................ $1,158,162,467 (100.0%)
============== =======
</TABLE>
27
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Janus Aspen Series Fund
<TABLE>
<CAPTION>
Janus Aspen
Growth Portfolio
----------------
Value
(Note 2A)
<S> <C> <C>
COMMON STOCK
Audio and Video Products............................. $ 12,027,000 (0.4%)
Automotive........................................... 1,586,454 (0.1%)
Brewery.............................................. 12,112,537 (0.4%)
Broadcast Services and Programming................... 105,648,024 (3.5%)
Cable Television..................................... 253,832,722 (8.5%)
Cellular Telecommunications.......................... 152,852,858 (5.1%)
Circuits............................................. 121,198,124 (4.0%)
Commercial Banks..................................... 8,067,519 (0.3%)
Commercial Services.................................. 30,151,000 (1.0%)
Computer Software.................................... 55,568,330 (1.9%)
Computer Memory Devices.............................. 31,415,384 (1.0%)
Computers Micro...................................... 158,170,877 (5.3%)
Cosmetics and Toiletries............................. 11,884,925 (0.4%)
Cruise Lines......................................... 20,701,929 (0.7%)
Data Processing and Management....................... 37,104,521 (1.2%)
Distribution and Wholesale........................... 24,791,256 (0.8%)
Diversified Financial Services....................... 22,502,813 (0.7%)
Diversified Operations............................... 165,718,684 (5.5%)
Electronic Components................................ 79,706,735 (2.7%)
Electronic Safety Devices............................ 6,334,247 (0.2%)
Enterprise Software and Services..................... 24,758,379 (0.8%)
Finance-Credit Card.................................. 62,213,244 (2.1%)
Finance-Investment Bankers/Brokers................... 42,087,398 (1.4%)
Food-Wholesale....................................... 3,307,287 (0.1%)
Identification Systems and Devices................... 11,250,562 (0.4%)
Instruments-Scientific............................... 42,286,156 (1.4%)
Internet Content..................................... 11,715,741 (0.4%)
Internet Software.................................... 37,657,646 (1.3%)
Life and Health Insurance............................ 72,109,337 (2.4%)
Medical-Biomedical and Genetic....................... 46,106,600 (1.5%)
Medical-Drugs........................................ 21,339,070 (0.7%)
Medical-Instruments.................................. 10,103,026 (0.3%)
Money Center Banks................................... 72,862,400 (2.4%)
Multi-Line Insurance................................. 38,767,246 (1.3%)
Multimedia........................................... 191,538,881 (6.4%)
Networking Products.................................. 117,238,564 (3.9%)
Office Automation and Equipment...................... 11,390,880 (0.4%)
Optical Supplies..................................... 15,991,391 (0.5%)
Pipelines............................................ 72,361,869 (2.4%)
Property and Casualty Insurance...................... 7,297,509 (0.2%)
Publishing-Newspapers................................ 8,696,844 (0.3%)
Radio................................................ 27,660,475 (0.9%)
Retail Building Products............................. 35,819,450 (1.2%)
Retail-Discount...................................... 11,151,245 (0.4%)
Retail-Office Supplies............................... 20,860,390 (0.7%)
Retail-Restaurants................................... 75,633,305 (2.5%)
Super Regional Banks................................. 11,427,330 (0.4%)
Telecommunication Equipment.......................... 180,832,646 (6.0%)
Telecommunication Services........................... 31,562,024 (1.1%)
Telephone-Integrated................................. 15,503,209 (0.5%)
Television........................................... 41,936,217 (1.4%)
--------------
Total Common Stock................................... 2,684,842,260 (89.4%)
--------------
LONG-TERM DEBT SECURITIES
Corporate Bonds:
Retail Internet...................................... 13,019,556 (0.4%)
Telecommunication Services........................... 15,050,000 (0.5%)
--------------
Total Corporate Bonds................................ 28,069,556 (0.9%)
--------------
SHORT-TERM OBLIGATIONS
Repurchase Agreements................................. 217,600,000 (7.3%)
U.S. Government Agencies.............................. 74,360,555 (2.5%)
--------------
Total Short-Term Obligations.......................... 291,960,555 (9.8%)
--------------
TOTAL INVESTMENTS..................................... 3,004,872,371 (100.1%)
Other Assets Less Liabilities......................... (2,889,168) (0.1%)
--------------
NET ASSETS............................................ $3,001,983,203 (100.0%)
==============
</TABLE>
28
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Invesco Variable Investment Funds, Inc.
<TABLE>
<CAPTION>
Invesco
VIF-High
Yield Portfolio
---------------
Value
(Note 2A)
<S> <C> <C>
COMMON STOCKS & WARRANTS
Computer Related..................................... $ 20,475 (0.0%)
Telecommunications--Long Distance.................... 1,500 (0.0%)
Telephone............................................ 3,454 (0.0%)
-----------
Total Common Stocks & Warrants....................... 25,429 (0.0%)
-----------
PREFERRED STOCK
Publishing........................................... 304,500 (0.5%)
Telecommunications--Cellular & Wireless.............. 445,000 (0.8%)
Telecommunications--Long Distance.................... 1,005,000 (1.8%)
Telephone............................................ 368,083 (0.6%)
-----------
Total Preferred Stock................................ 2,122,583 (3.7%)
-----------
FIXED INCOME SECURITIES
Corporate Bonds:
Biotechnology........................................ 552,500 (0.9%)
Broadcasting......................................... 2,861,250 (4.9%)
Cable................................................ 5,033,700 (8.6%)
Chemicals............................................ 1,100,750 (1.9%)
Communications--Equipment & Manufacturing............ 866,000 (1.5%)
Computer Related..................................... 2,974,625 (5.1%)
Electric Utilities................................... 2,348,825 (4.0%)
Electrical Equipment................................. 206,000 (0.4%)
Engineering & Construction........................... 182,000 (0.3%)
Gaming............................................... 1,955,238 (3.3%)
Healthcare Services.................................. 740,000 (1.3%)
Household Products................................... 365,000 (0.6%)
Iron & Steel......................................... 703,570 (1.2%)
Lodging--Hotels...................................... 225,000 (0.4%)
Metals & Mining...................................... 350,000 (0.6%)
Oil & Gas Related.................................... 2,483,975 (4.3%)
Paper & Forest Products.............................. 1,046,060 (1.8%)
Personal Care........................................ 257,250 (0.4%)
Pollution Control.................................... 895,000 (1.5%)
Services............................................. 2,530,312 (4.3%)
Shipping............................................. 95,000 (0.2%)
Specialty Printing................................... 683,750 (1.2%)
Telecommunications--Cellular & Wireless.............. 2,369,250 (4.1%)
Telecommunications--Long Distance.................... 9,060,975 (15.5%)
Telephone............................................ 11,058,433 (18.9%)
Textiles & Apparel Manufacturing..................... 915,000 (1.6%)
-----------
Total Corporate Bonds................................ 51,859,463 (88.8%)
-----------
SHORT-TERM INVESTMENTS
Repurchase Agreements................................ 2,968,000 (5.1%)
-----------
TOTAL INVESTMENTS.................................... 56,975,475 (97.6%)
Other Assets Less Liabilities........................ 1,403,130 (2.4%)
-----------
NET ASSETS........................................... $58,378,605 (100.0%)
===========
</TABLE>
29
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Continued)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Continued)
Invesco Variable Investment Funds, Inc.
<TABLE>
<CAPTION>
Invesco Invesco
VIF Industrial VIF Realty
Income Portfolio Portfolio
---------------- ----------
Value Value
(Note 2A) (Note 2A)
<S> <C> <C> <C> <C>
COMMON STOCK
Aerospace & Defense............ $ 1,589,874 (2.0%)
Automobiles.................... 534,375 (0.7%)
Banks.......................... 4,750,694 (5.9%)
Beverages...................... 1,977,650 (2.5%)
Broadcasting................... 1,475,500 (1.8%)
Chemicals...................... 1,117,962 (1.4%)
Communications-Equipment
Manufacturing................. 972,562 (1.2%)
Computer Related............... 2,232,056 (2.8%)
Electric Utilities............. 1,438,590 (1.8%)
Electronics.................... 1,305,600 (1.6%)
Electrical Equipment........... 1,934,375 (2.4%)
Electronics-semiconductor...... 2,512,500 (3.1%)
Financial...................... 1,111,250 (1.4%)
Foods.......................... 3,215,379 (4.0%)
Gaming......................... 1,000,000 (1.3%)
Gold & Precious Metals Mining.. 171,500 (0.2%)
Health Care Drugs-
Pharmaceuticals............... 6,066,543 (7.6%)
Health Care Related............ 1,027,465 (1.3%)
Household Products............. 2,176,500 (2.7%)
Insurance...................... 2,640,875 (3.3%)
Investment Bank/Broker Firm.... 999,250 (1.3%)
Lodging-Hotels................. 772,937 (1.0%)
Manufacturing.................. 996,938 (1.2%)
Oil & Gas Related.............. 5,659,240 (7.1%)
Paper & Forest Products........ 1,426,638 (1.8%)
Railroads...................... 2,285,062 (2.9%)
Real Estate Investment Trust... $ 544,084 (87.0%)
Real Estate Related............ 16,965 (2.7%)
Restaurants.................... 1,007,812 (1.3%)
Retail......................... 4,794,062 (6.0%)
Savings & Loan................. 1,154,156 (1.4%)
Services....................... 452,625 (0.6%)
Telecommunications-Cellular &
Wireless...................... 825,000 (1.0%)
Telecommunications-Long
Distance...................... 1,555,313 (2.0%)
Telephone...................... 4,413,256 (5.5%)
Tobacco........................ 394,187 (0.5%)
----------- ---------
Total Common Stock............. 65,987,726 (82.6%) 561,049 (89.7%)
----------- ---------
FIXED INCOME SECURITIES
Corporate Bonds:
Airlines....................... 293,092 (0.4%)
Building Materials............. 510,509 (0.6%)
Cable.......................... 355,750 (0.4%)
Computer Related............... 222,469 (0.3%)
Electric Utilities............. 3,076,860 (3.9%)
Insurance...................... 425,360 (0.5%)
Lodging-Hotels................. 218,852 (0.3%)
Oil & Gas Related.............. 1,470,846 (1.9%)
Paper & Forest Products........ 105,624 (0.1%)
Services....................... 98,500 (0.1%)
Telecommunications-Long
Distance...................... 151,250 (0.2%)
Telephone...................... 653,905 (0.8%)
-----------
Total Corporate Bonds.......... 7,583,017 (9.5%)
-----------
US Government Obligations...... 712,501 (0.9%)
-----------
Total Fixed Income Securities.. 8,295,518 (10.4%)
SHORT TERM INVESTMENTS
Repurchase Agreements.......... 6,586,000 (8.2%)
----------- ---------
TOTAL INVESTMENTS.............. 80,869,244 (101.2%) 561,049 (89.7%)
Other Assets Less Liabilities.. (976,632) (-1.2%) 64,429 (10.3%)
----------- ---------
NET ASSETS..................... $79,892,612 (100.0%) $ 625,478 (100.0%)
=========== =========
</TABLE>
30
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(Concluded)
5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1999--(Concluded)
The value of investments in the Funds portfolios are determined using the
following valuation techniques:
Portfolio securities that are traded on domestic stock exchanges are valued
at the last price as of the close of business on the day the securities are
being valued. Lacking any sales, securities are valued at the mean between
closing bid and asked prices (except the Loomis Sayles High Yield Bond
Portfolio, which values such securities at last bid price). Securities trading
primarily on non-domestic exchanges are valued at the preceding closing price
on the exchange where it primarily trades (or in the case of Loomis Sayles
High Yield Bond and Scudder Global Equity Portfolios, the last sale). A
security that is listed or traded on more than one exchange is valued at the
quotation on the exchange determined to be the primary market for that
security by the Board of Directors or its delegates. If no closing price is
available, then such securities are valued, first, by using the mean between
last current bid and asked prices or, second, by using last available closing
price (except the Scudder Global Equity Portfolio which second values such
securities at last current bid or third, by using last available price).
Domestic securities traded on over-the-counter markets are valued at the
mean between bid and asked prices or yield equivalent as obtained from two or
more dealers that make markets in the securities (except for the Loomis Sayles
High Yield Bond Portfolio, which would value such security, first, at last
sale price and, second, at bid price or the Scudder Global Equity and the
Neuberger Berman Partners Mid Cap Value Portfolios that value such securities,
first, at last sale price and, second, at last bid price). All non-U.S.
securities traded on over-the-counter securities markets are valued at the
last sale quote if market quotations are available, or the last closing bid
price if there is no active trading in a particular security for a given day
(except the Neuberger Berman Partners Mid Cap Value Portfolio which is valued
at the mean between closing bid and asked prices). Where market quotations are
not readily available for such non-domestic, over-the-counter securities, then
such securities will be valued in good faith by a method that the Board of
Directors or its delegates believe accurately reflects fair value. Portfolio
securities that are traded both on over-the-counter markets and on a stock
exchange are valued according to the broadest and most representative market.
For debt securities, this ordinarily will be the over-the-counter market.
Securities and assets for which market quotations are not readily available
(e.g. certain long-term bonds and notes) are valued at fair value as
determined in good faith by or under the direction of the Board of Directors,
including valuations furnished by a pricing service retained for this purpose
and typically utilized by other institutional-sized trading organizations.
Forward foreign exchange contracts are valued based on the closing prices of
the forward currency contract rates in London foreign exchange markets on a
daily basis as provided by a reliable bank or dealer.
Short-term instruments with a remaining maturity of sixty days or less are
valued utilizing the amortized cost method of valuation. If for any reason the
fair value of any security is not fairly reflected by such method, such
security will be valued by the same method as securities having a maturity of
more than sixty days.
Options on securities, indices, or futures contracts are valued at the last
sales price available as of the close of business on the day of valuation. If
no sales have occurred, options are valued at the mean between bid and asked
prices. Options on currencies are valued at the spot price each day. As a
general matter, futures contracts are marked-to-market daily. The value of
futures contracts will be the sum of the margin deposits plus or minus the
difference between the value of the futures contract on each day the net asset
value is calculated and the value on the date the futures contract originated.
For this purpose, value is the value established on a recognized commodity
exchange, or by reference to other customary sources, with gain or loss being
realized when the futures contract closes or expires.
31
<PAGE> 1
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
METROPOLITAN LIFE INSURANCE COMPANY
Independent Auditors' Report................................
Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997..........................
Consolidated Balance Sheets at December 31, 1999 and 1998...
Consolidated Statements of Equity for the years ended
December 31, 1999, 1998 and 1997..........................
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997..........................
Notes to Consolidated Financial Statements..................
</TABLE>
<PAGE> 2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:
We have audited the accompanying consolidated balance sheets of
Metropolitan Life Insurance Company and subsidiaries (the "Company") as of
December 31, 1999 and 1998, and the related consolidated statements of income,
equity and cash flows for each of the three years in the period ended December
31, 1999. 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 Metropolitan Life
Insurance Company and subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles.
Deloitte & Touche LLP
New York, New York
February 7, 2000
<PAGE> 3
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums.................................................... $12,088 $11,503 $11,278
Universal life and investment-type product policy fees...... 1,438 1,360 1,418
Net investment income....................................... 9,816 10,228 9,491
Other revenues.............................................. 2,154 1,994 1,491
Net realized investment gains (losses) (net of amounts
allocable to other accounts of $(67), $608 and $231,
respectively)............................................. (70) 2,021 787
------- ------- -------
25,426 27,106 24,465
------- ------- -------
EXPENSES
Policyholder benefits and claims (excludes amounts directly
related to net realized investment gains (losses) of
$(21), $368 and $161, respectively)....................... 13,105 12,638 12,403
Interest credited to policyholder account balances.......... 2,441 2,711 2,878
Policyholder dividends...................................... 1,690 1,651 1,742
Other expenses (excludes amounts directly related to net
realized investment gains (losses) of $(46), $240 and $70,
respectively)............................................. 6,755 8,019 5,771
------- ------- -------
23,991 25,019 22,794
------- ------- -------
Income before provision for income taxes and extraordinary
item...................................................... 1,435 2,087 1,671
Provision for income taxes.................................. 593 740 468
------- ------- -------
Income before extraordinary item............................ 842 1,347 1,203
Extraordinary item -- demutualization expense............... 225 4 --
------- ------- -------
Net income.................................................. $ 617 $ 1,343 $ 1,203
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN MILLIONS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value........ $ 96,981 $100,767
Equity securities, at fair value.......................... 2,006 2,340
Mortgage loans on real estate............................. 19,739 16,827
Real estate and real estate joint ventures................ 5,649 6,287
Policy loans.............................................. 5,598 5,600
Other limited partnership interests....................... 1,331 1,047
Short-term investments.................................... 3,055 1,369
Other invested assets..................................... 1,501 1,484
-------- --------
135,860 135,721
Cash and cash equivalents................................... 2,789 3,301
Accrued investment income................................... 1,725 1,994
Premiums and other receivables.............................. 6,681 5,972
Deferred policy acquisition costs........................... 8,492 6,538
Deferred income taxes....................................... 603 --
Other....................................................... 4,141 3,752
Separate account assets..................................... 64,941 58,068
-------- --------
$225,232 $215,346
======== ========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits...................................... $ 73,582 $ 72,701
Policyholder account balances............................... 45,901 46,494
Other policyholder funds.................................... 4,498 4,061
Policyholder dividends payable.............................. 974 947
Short-term debt............................................. 4,208 3,585
Long-term debt.............................................. 2,514 2,903
Current income taxes payable................................ 548 403
Deferred income taxes payable............................... -- 545
Other....................................................... 14,376 10,772
Separate account liabilities................................ 64,941 58,068
-------- --------
211,542 200,479
-------- --------
Commitments and contingencies (Note 9)
Equity:
Retained earnings........................................... 14,100 13,483
Accumulated other comprehensive income (loss)............... (410) 1,384
-------- --------
13,690 14,867
-------- --------
$225,232 $215,346
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
-----------------------------------------
NET FOREIGN MINIMUM
UNREALIZED CURRENCY PENSION
COMPREHENSIVE RETAINED INVESTMENT TRANSLATION LIABILITY
TOTAL INCOME (LOSS) EARNINGS GAINS (LOSSES) ADJUSTMENT ADJUSTMENT
----- ------------- -------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997....... $11,983 $10,937 $ 1,028 $ 18 $ --
Comprehensive income:
Net income..................... 1,203 $ 1,203 1,203
-------
Other comprehensive income:
Unrealized investment gains,
net of related offsets,
reclassification
adjustments and income
taxes...................... 870 870
Foreign currency translation
adjustments................ (49) (49)
-------
Other comprehensive income... 821 821
-------
Comprehensive income........... $ 2,024
=======
------- ------- ------- ----- ----
Balance at December 31, 1997..... 14,007 12,140 1,898 (31) --
Comprehensive income:
Net income..................... 1,343 $ 1,343 1,343
-------
Other comprehensive loss:
Unrealized investment losses,
net of related offsets,
reclassification
adjustments and income
taxes...................... (358) (358)
Foreign currency translation
adjustments................ (113) (113)
Minimum pension liability
adjustment................. (12) (12)
-------
Other comprehensive loss..... (483) (483)
-------
Comprehensive income........... $ 860
=======
------- ------- ------- ----- ----
Balance at December 31, 1998..... 14,867 13,483 1,540 (144) (12)
Comprehensive loss:
Net income..................... 617 $ 617 617
-------
Other comprehensive loss:
Unrealized investment losses,
net of related offsets,
reclassification
adjustments and income
taxes...................... (1,837) (1,837)
Foreign currency translation
adjustments................ 50 50
Minimum pension liability
adjustment................. (7) (7)
-------
Other comprehensive loss..... (1,794) (1,794)
-------
Comprehensive loss............. $(1,177)
=======
------- ------- ------- ----- ----
Balance at December 31, 1999..... $13,690 $14,100 $ (297) $ (94) $(19)
======= ======= ======= ===== ====
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $ 617 $ 1,343 $ 1,203
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization expenses.................. 173 56 (36)
(Gains) losses from sales of investments and businesses,
net................................................... 137 (2,629) (1,018)
Change in undistributed income of real estate joint
ventures and other limited partnership interests...... (322) (91) 157
Interest credited to policyholder account balances...... 2,441 2,711 2,878
Universal life and investment-type product policy
fees.................................................. (1,438) (1,360) (1,418)
Change in accrued investment income..................... 269 (181) (215)
Change in premiums and other receivables................ (619) (2,681) (792)
Change in deferred policy acquisition costs, net........ (389) (188) (159)
Change in insurance related liabilities................. 2,248 1,481 2,364
Change in income taxes payable.......................... 22 251 (99)
Change in other liabilities............................. 857 2,390 (206)
Other, net.............................................. (131) (260) 213
-------- -------- --------
Net cash provided by operating activities................... 3,865 842 2,872
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Sales, maturities and repayments of:
Fixed maturities........................................ 73,120 57,857 75,346
Equity securities....................................... 760 3,085 1,821
Mortgage loans on real estate........................... 1,992 2,296 2,784
Real estate and real estate joint ventures.............. 1,062 1,122 2,046
Other limited partnership interests..................... 469 146 166
Purchases of:
Fixed maturities........................................ (72,253) (67,543) (76,603)
Equity securities....................................... (410) (854) (2,121)
Mortgage loans on real estate........................... (4,395) (2,610) (4,119)
Real estate and real estate joint ventures.............. (341) (423) (624)
Other limited partnership interests..................... (465) (723) (338)
Net change in short-term investments...................... (1,577) (761) 63
Net change in policy loans................................ 2 133 17
Purchase of businesses, net of cash received.............. (2,972) -- (430)
Proceeds from sales of businesses......................... -- 7,372 135
Net change in investment collateral....................... 2,692 3,769 --
Other, net................................................ (73) (183) 191
-------- -------- --------
Net cash provided by (used in) investing activities......... (2,389) 2,683 (1,666)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits................................................ 18,428 19,361 16,061
Withdrawals............................................. (20,650) (21,706) (18,831)
Short-term debt, net...................................... 623 (1,002) 1,265
Long-term debt issued..................................... 44 693 989
Long-term debt repaid..................................... (433) (481) (104)
-------- -------- --------
Net cash used in financing activities....................... (1,988) (3,135) (620)
-------- -------- --------
Change in cash and cash equivalents......................... (512) 390 586
Cash and cash equivalents, beginning of year................ 3,301 2,911 2,325
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 2,789 $ 3,301 $ 2,911
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest.................................................. $ 388 $ 367 $ 422
======== ======== ========
Income taxes.............................................. $ 587 $ 579 $ 589
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 7
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN MILLIONS UNLESS OTHERWISE STATED.)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Metropolitan Life Insurance Company ("MetLife") and its subsidiaries (the
"Company") is a leading provider of insurance and financial services to a broad
section of institutional and individual customers. The Company offers life
insurance, annuities and mutual funds to individuals and group insurance and
retirement and savings products and services to corporations and other
institutions.
PLAN OF REORGANIZATION
On September 28, 1999, the board of directors of MetLife adopted, pursuant
to the New York Insurance Law, a plan of reorganization, and subsequently
adopted amendments to the plan, pursuant to which MetLife proposes to convert
from a mutual life insurance company to a stock life insurance company and
become a wholly-owned subsidiary of MetLife, Inc. The plan was approved by
MetLife's voting policyholders on February 7, 2000. The plan will become
effective at such time as the New York Superintendent of Insurance
("Superintendent") approves it based on finding, among other things, that the
plan is fair and equitable to policyholders. The plan requires an initial public
offering of common stock and provides for other capital raising transactions on
the effective date of the plan.
On the date the plan of reorganization becomes effective, each
policyholder's membership interest will be extinguished and each eligible
policyholder will be entitled to receive, in exchange for that interest, trust
interests representing shares of common stock of MetLife, Inc. to be held in a
trust, cash or an adjustment to their policy values in the form of policy
credits, as provided in the plan. In addition, when MetLife demutualizes,
MetLife's Canadian branch will make cash payments to holders of certain policies
transferred to Clarica Life Insurance Company ("Clarica Life") in connection
with the sale of a substantial portion of MetLife's Canadian operations in 1998.
See Note 9.
The plan of reorganization requires that MetLife establish and operate a
closed block for the benefit of holders of certain individual life insurance
policies of MetLife. Assets will be allocated to the closed block in an amount
that is expected to produce cash flows which, together with anticipated revenue
from the policies included in the closed block, are reasonably expected to be
sufficient to support obligations and liabilities relating to these policies,
including, but not limited to, provisions for the payment of claims and certain
expenses and taxes, and for the continuation of policyholder dividend scales in
effect for 1999, if the experience underlying such dividend scales continues,
and for appropriate adjustments in such scales if the experience changes. The
closed block assets, the cash flows generated by the closed block assets and the
anticipated revenues from the policies in the closed block will benefit only the
holders of these policies included in the closed block. To the extent that, over
time, cash flows from the assets allocated to the closed block and claims and
other experience relating to the closed block are, in the aggregate, more or
less favorable than assumed in establishing the closed block, total dividends
paid to the closed block policyholders in the future may be greater than or less
than which would have been paid to these policyholders if the policyholder
dividend scales in effect for 1999 had been continued. Any cash flows in excess
of amounts assumed will be available for distribution over time to closed block
policyholders and will not be available to stockholders. The closed block will
continue in effect until the last policy in the closed block is no longer in
force.
<PAGE> 8
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The accounting principles to account for the participating policies
included in the closed block will be those used prior to the date of the
demutualization. However, a policyholder dividend obligation will be established
for earnings that will be paid to policyholders as additional dividends in the
amounts described below, unless these earnings are offset by future unfavorable
experience in the closed block. Although all of the cash flows of the closed
block are for the benefit of closed block policyholders, the excess of closed
block liabilities over closed block assets at the effective date will represent
the estimated maximum future contributions from the closed block expected to be
reported in income as the contribution from the closed block after income taxes.
The contribution from the closed block will be recognized in income over the
period the policies and contracts in the closed block remain in force.
Management believes that over time the actual cumulative contributions from the
closed block will approximately equal the expected cumulative contributions, due
to the effect of dividend changes. If, over the period the closed block remains
in existence, the actual cumulative contribution from the closed block is
greater than the expected cumulative contribution from the closed block, the
expected cumulative contribution will be recognized in income with the excess
recorded as a policyholder dividend obligation, because the excess of the actual
cumulative contribution from the closed block over the expected cumulative
contribution will be paid to closed block policyholders as additional
policyholder dividends unless offset by future unfavorable experience of the
closed block. If over such period, the actual cumulative contribution from the
closed block is less than the expected cumulative contribution from the closed
block, the actual contribution will be recognized in income. However, dividends
in the future may be changed, which would be intended to increase future actual
contribution until the actual contribution equal the expected cumulative
contribution.
BASIS OF PRESENTATION
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 preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. The most significant estimates include those used
in determining deferred policy acquisition costs, investment allowances and the
liability for future policyholder benefits. Actual results could differ from
those estimates.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint ventures in which MetLife
has a majority voting interest or general partner interest with limited removal
rights by limited partners. All material intercompany accounts and transactions
have been eliminated.
The Company accounts for its investments in real estate joint ventures and
other limited partnership interests in which it does not have a controlling
interest, but more than a minimal interest, under the equity method of
accounting.
Minority interest related to consolidated entities included in other
liabilities was $245 and $274 at December 31, 1999 and 1998, respectively.
<PAGE> 9
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the 1999 presentation.
INVESTMENTS
The Company's fixed maturity and equity securities are classified as
available-for-sale and are reported at their estimated fair value. Unrealized
investment gains and losses on securities are recorded as a separate component
of other comprehensive income (loss), net of policyholder related amounts and
deferred income taxes. The cost of fixed maturity and equity securities is
adjusted for impairments in value deemed to be other than temporary. These
adjustments are recorded as realized losses on investments. Realized gains and
losses on sales of securities are determined on a specific identification basis.
All security transactions are recorded on a trade date basis.
Mortgage loans on real estate are stated at amortized cost, net of
valuation allowances. Valuation allowances are established for the excess
carrying value of the mortgage loan over its estimated fair value when it is
probable that, based upon current information and events, the Company will be
unable to collect all amounts due under the contractual terms of the loan
agreement. Valuation allowances are based upon the present value of expected
future cash flows discounted at the loan's original effective interest rate or
the collateral value if the loan is collateral dependent. Interest income earned
on impaired loans is accrued on the net carrying value amount of the loan based
on the loan's effective interest rate.
Real estate, including related improvements, is stated at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis over
the estimated useful life of the asset (typically 20 to 40 years). Cost is
adjusted for impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. Impaired real estate is
written down to estimated fair value with the impairment loss being included in
realized losses on investments. Impairment losses are based upon the estimated
fair value of real estate, which is generally computed using the present value
of expected future cash flows from the real estate discounted at a rate
commensurate with the underlying risks. Real estate acquired in satisfaction of
debt is recorded at estimated fair value at the date of foreclosure. Valuation
allowances on real estate held-for-sale are computed using the lower of
depreciated cost or estimated fair value, net of disposition costs.
Policy loans are stated at unpaid principal balances.
Short-term investments are stated at amortized cost, which approximates
fair value.
DERIVATIVE INSTRUMENTS
The Company uses derivative instruments to manage market risk through one
of four principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
The Company's derivative strategy employs a variety of instruments including
financial futures, financial forwards, interest rate and foreign currency swaps,
floors, foreign exchange contracts, caps and options.
The Company's derivative program is monitored by senior management. The
Company's risk of loss is typically limited to the fair value of its derivative
instruments and not to the notional or contractual amounts of these derivatives.
Risk arises from changes in the fair value of the underlying instruments and,
with respect to over-the-counter transactions, from the possible inability of
counterparties to meet the terms of the contracts. The Company has strict
policies regarding the financial stability and credit standing of its major
counterparties.
<PAGE> 10
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's derivative instruments are designated as hedges and are
highly correlated to the underlying risk at contract inception. The Company
monitors the effectiveness of its hedges throughout the contract term using an
offset ratio of 80 to 125 percent as its minimum acceptable threshold for hedge
effectiveness. Derivative instruments that lose their effectiveness are marked
to market through net investment income.
Gains or losses on financial futures contracts entered into in anticipation
of investment transactions are deferred and, at the time of the ultimate
investment purchase or disposition, recorded as an adjustment to the basis of
the purchased assets or to the proceeds on disposition. Gains or losses on
financial futures used in asset risk management are deferred and amortized into
net investment income over the remaining term of the investment. Gains or losses
on financial futures used in portfolio risk management are deferred and
amortized into net investment income or policyholder benefits over the remaining
life of the hedged sector of the underlying portfolio.
Financial forward contracts that are entered into to purchase securities
are marked to fair value through other comprehensive income (loss), similar to
the accounting for the investment security. Such contracts are accounted for at
settlement by recording the purchase of the specified securities at the
contracted value. Gains or losses resulting from the termination of forward
contracts are recognized immediately as a component of net investment income.
Interest rate and certain foreign currency swaps involve the periodic
exchange of payments without the exchange of underlying principal or notional
amounts. Net receipts or payments are accrued and recognized over the term of
the swap agreement as an adjustment to net investment income or other expense.
Gains or losses resulting from swap terminations are amortized over the
remaining term of the underlying asset or liability. Gains and losses on swaps
and certain foreign forward exchange contracts entered into in anticipation of
investment transactions are deferred and, at the time of the ultimate investment
purchase or disposition, reflected as an adjustment to the basis of the
purchased assets or to the proceeds of disposition. In the event the asset or
liability underlying a swap is disposed of, the swap position is closed
immediately and any gain or loss is recorded as an adjustment to the proceeds
from disposition.
The Company periodically enters into collars, which consist of purchased
put and written call options, to lock in unrealized gains on equity securities.
Collars are marked to market through other comprehensive income (loss), similar
to the accounting for the underlying equity securities. Purchased interest rate
caps and floors are used to offset the risk of interest rate changes related to
insurance liabilities. Premiums paid on floors, caps and options are split into
two components, time value and intrinsic value. Time value is amortized over the
life of the applicable derivative instrument. The intrinsic value and any gains
or losses relating to these derivative instruments adjust the basis of the
underlying asset or liability and are recognized as a component of net
investment income over the term of the underlying asset or liability being
hedged as an adjustment to the yield.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
<PAGE> 11
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization.
Depreciation is determined using either the straight-line or
sum-of-the-years-digits method over the estimated useful lives of the assets.
Estimated lives range from 20 to 40 years for real estate and 5 to 15 years for
all other property and equipment. Accumulated depreciation of property and
equipment and accumulated amortization on leasehold improvements was $1,130 and
$1,098 at December 31, 1999 and 1998, respectively. Related depreciation and
amortization expense was $103, $116 and $103 for the years ended December 31,
1999, 1998 and 1997, respectively.
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new insurance business that vary with, and are
primarily related to, the production of new business are deferred. Such costs,
which consist principally of commissions, agency and policy issue expenses, are
amortized with interest over the expected life of the contract for participating
traditional life, universal life and investment-type products. Generally,
deferred policy acquisition costs are amortized in proportion to the present
value of estimated gross margins or profits from investment, mortality, expense
margins and surrender charges. Interest rates are based on rates in effect at
the inception of the contracts. Actual gross margins or profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates and evaluates the
recoverability of deferred policy acquisition costs. When appropriate,
management revises its assumptions of the estimated gross margins or profits of
these contracts, and the cumulative amortization is re-estimated and adjusted by
a cumulative charge or credit to current operations.
Deferred policy acquisition costs for non-participating traditional life,
non-medical health and annuity policies with life contingencies are amortized in
proportion to anticipated premiums. Assumptions as to anticipated premiums are
made at the date of policy issuance and are consistently applied during the
lives of the contracts. Deviations from estimated experience are included in
operations when they occur. For these contracts, the amortization period is
typically the estimated life of the policy.
Deferred policy acquisition costs related to internally replaced contracts
are expensed at date of replacement.
Deferred policy acquisition costs for property and casualty insurance
contracts, which are primarily comprised of commissions and certain underwriting
expenses, are deferred and amortized on a pro rata basis over the applicable
contract term or reinsurance treaty.
On September 28, 1999, the Company's Board of Directors adopted a plan of
reorganization. Consequently, in the fourth quarter of 1999, the Company was
able to commit to state insurance regulatory authorities that it would establish
investment sub-segments to further align investments with the traditional
individual life business of the Individual segment. As a result, future
dividends for the traditional individual life business will be determined based
on the results of the new investment sub-segments. Additionally, estimated
future gross margins used to determine amortization of deferred policy
acquisition costs and the amount of unrealized investment gains and losses
relating to these products are based on investments in the new sub-segments.
Using the investments in the sub-segments to determine estimated gross margins
and unrealized investment gains and losses increased 1999 amortization of
deferred policy acquisition costs by $56 (net of income taxes of $32) and
decreased other comprehensive loss in 1999 by $123 (net of income taxes of $70).
<PAGE> 12
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Information regarding deferred policy acquisition costs is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1.................................. $ 6,538 $6,436 $7,227
Capitalized during the year........................... 1,160 1,025 1,000
------- ------ ------
Total............................................ 7,698 7,461 8,227
------- ------ ------
Amortization allocated to:
Net realized investment gains (losses).............. (46) 240 70
Unrealized investment gains (losses)................ (1,628) (216) 727
Other expenses...................................... 862 587 771
------- ------ ------
Total amortization............................... (812) 611 1,568
------- ------ ------
Dispositions and other................................ (18) (312) (223)
------- ------ ------
Balance at December 31................................ $ 8,492 $6,538 $6,436
======= ====== ======
</TABLE>
Amortization of deferred policy acquisition costs is allocated to (1)
realized investment gains and losses to provide consolidated statement of income
information regarding the impact of such gains and losses on the amount of the
amortization, (2) unrealized investment gains and losses to provide information
regarding the amount of deferred policy acquisition costs that would have been
amortized if such gains and losses had been realized and (3) other expenses to
provide amounts related to the gross margins or profits originating from
transactions other than investment gains and losses.
Realized investment gains and losses related to certain products have a
direct impact on the amortization of deferred policy acquisition costs.
Presenting realized investment gains and losses net of related amortization of
deferred policy acquisition costs provides information useful in evaluating the
operating performance of the Company. This presentation may not be comparable to
presentations made by other insurers.
INTANGIBLE ASSETS
The excess of cost over the fair value of net assets acquired ("goodwill")
and other intangible assets, including the value of business acquired, are
included in other assets. Goodwill is amortized on a straight-line basis over a
period ranging from 10 to 30 years. The Company continually reviews goodwill to
assess recoverability from future operations using undiscounted cash flows.
Impairments are recognized in operating results if a permanent diminution in
value is deemed to have occurred. Other intangible assets are amortized over the
expected policy or contract duration in relation to the present value of
estimated gross profits from such policies and contracts.
<PAGE> 13
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
GOODWILL OTHER INTANGIBLE ASSETS
-------------------- --------------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
YEARS ENDED DECEMBER 31
Net Balance at January 1.............. $404 $359 $136 $1,006 $1,055 $ 767
Acquisitions.......................... 237 67 240 156 39 355
Amortization.......................... (30) (22) (17) (114) (88) (67)
---- ---- ---- ------ ------ ------
Net Balance at December 31............ $611 $404 $359 $1,048 $1,006 $1,055
==== ==== ==== ====== ====== ======
DECEMBER 31
Accumulated amortization.............. $118 $ 88 $ 392 $ 278
==== ==== ====== ======
</TABLE>
FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES
Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (a) net level premium reserves
for death and endowment policy benefits (calculated based upon the nonforfeiture
interest rate, ranging from 3% to 10%, and mortality rates guaranteed in
calculating the cash surrender values described in such contracts), (b) the
liability for terminal dividends and (c) premium deficiency reserves, which are
established 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 are equal to
accumulated contractholder fund balances during the accumulation period and the
present value of expected future payments after annuitization. Interest rates
used in establishing such liabilities range from 3% to 8%. Future policy benefit
liabilities for non-medical 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. Interest rates used in
establishing such liabilities range from 3% to 10%. Future policy benefit
liabilities for disabled lives are estimated using the present value of benefits
method and experience assumptions as to claim terminations, expenses and
interest. Interest rates used in establishing such liabilities range from 3% to
10%.
Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values, which consist of an
accumulation of gross premium payments plus credited interest, ranging from 2%
to 17%, less expenses, mortality charges and withdrawals.
The liability for unpaid claims and claim expenses for property and
casualty insurance represents the amount estimated for claims that have been
reported but not settled and claims incurred but not reported. Liabilities for
unpaid claims are estimated based upon the Company's historical experience and
other actuarial assumptions that consider the effects of current developments,
anticipated trends and risk management programs. Revisions of these estimates
are included in operations in the year such refinements are made.
RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS
Premiums related to traditional life and annuity policies with life
contingencies are recognized as revenues when due. Benefits and expenses are
provided against such revenues to recognize profits over the estimated lives of
the policies. When premiums are due over a significantly shorter period than the
period over which benefits are provided, any excess profit is deferred and
recognized into operations in a constant relationship to insurance in-force or,
for annuities, the amount of expected future policy benefit payments.
<PAGE> 14
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premiums related to non-medical health contracts are recognized on a pro
rata basis over the applicable contract term.
Premiums related to universal life and investment-type products are
credited to policyholder account balances. Revenues from such contracts consist
of amounts assessed against policyholder account balances for mortality, policy
administration and surrender charges. Amounts that are charged to operations
include interest credited and benefit claims incurred in excess of related
policyholder account balances.
Premiums related to property and casualty contracts are recognized as
revenue on a pro rata basis over the applicable contract term. Unearned premiums
are included in other liabilities.
DIVIDENDS TO POLICYHOLDERS
Dividends to policyholders are determined annually by the board of
directors. The aggregate amount of policyholders' dividends is related to actual
interest, mortality, morbidity and expense experience for the year, as well as
management's judgment as to the appropriate level of statutory surplus to be
retained by MetLife and its insurance subsidiaries.
DIVIDEND RESTRICTIONS
MetLife, when it converts from a mutual life insurance company to a stock
life insurance company, may be restricted as to the amounts it may pay as
dividends to MetLife, Inc. Under the New York Insurance Law, the Superintendent
has broad discretion to determine whether the financial condition of a stock
life insurance company would support the payment of dividends to its
shareholders. The Department has established informal guidelines for the
Superintendent's determinations which focus upon, among other things, the
overall financial condition and profitability of the insurer under statutory
accounting practices.
PARTICIPATING BUSINESS
Participating business represented approximately 19% and 21% of the
Company's life insurance in-force, and 84% and 81% of the number of life
insurance policies in-force, at December 31, 1999 and 1998, respectively.
Participating policies represented approximately 42% and 44%, 39% and 40%, and
41% and 41% of gross and net life insurance premiums for the years ended
December 31, 1999, 1998 and 1997, respectively.
INCOME TAXES
MetLife and its includable life insurance and non-life insurance
subsidiaries file a consolidated U.S. federal income tax return 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 based upon a prescribed
formula that incorporates a differential earnings rate between stock and mutual
life insurance companies. MetLife will not be subject to the equity tax when it
converts to a stock life insurance company. The future tax consequences of
temporary differences between financial reporting and tax bases of assets and
liabilities are measured at the balance sheet dates and are recorded as deferred
income tax assets and liabilities.
REINSURANCE
The Company has reinsured certain of its life insurance and property and
casualty insurance contracts with other insurance companies under various
agreements. Amounts due from
<PAGE> 15
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
reinsurers are estimated based upon assumptions consistent with those used in
establishing the liabilities related to the underlying reinsured contracts.
Policy and contract liabilities are reported gross of reinsurance credits.
Deferred policy acquisition costs are reduced by amounts recovered under
reinsurance contracts. Amounts received from reinsurers for policy
administration are reported in other revenues.
SEPARATE ACCOUNTS
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.
Investments (stated at estimated fair value) and liabilities of the separate
accounts are reported separately as assets and liabilities. Deposits to separate
accounts, investment income and realized and unrealized gains and losses on the
investments of the separate accounts accrue directly to contractholders and,
accordingly, are not reflected in the Company's consolidated statements of
income and cash flows. Mortality, policy administration and surrender charges to
all separate accounts are included in revenues. See Note 6.
FOREIGN CURRENCY TRANSLATION
Balance sheet accounts of foreign operations are translated at the exchange
rates in effect at each year-end and income and expense accounts are translated
at the average rates of exchange prevailing during the year. The local
currencies of foreign operations are the functional currencies unless the local
economy is highly inflationary. Translation adjustments are charged or credited
directly to other comprehensive income (loss). Gains and losses from foreign
currency transactions are reported in other expenses and were insignificant for
all years presented.
EXTRAORDINARY ITEM -- DEMUTUALIZATION EXPENSE
The accompanying consolidated statements of income include extraordinary
charges of $225 (net of income taxes of $35) and $4 (net of income taxes of $2)
for the years ended December 31, 1999 and 1998, respectively, related to costs
associated with the demutualization.
APPLICATION OF ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1999, the Company adopted Statement of Position
("SOP") 98-5, Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP
98-5 broadly defines start-up activities. SOP 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. Adoption of SOP
98-5 did not have a material effect on the Company's consolidated financial
statements.
Effective January 1, 1999, the Company adopted SOP 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use ("SOP 98-1").
SOP 98-1 provides guidance for determining when an entity should capitalize or
expense external and internal costs of computer software developed or obtained
for internal use. Adoption of the provisions of SOP 98-1 had the effect of
increasing other assets by $82 at December 31, 1999.
Effective January 1, 1999, the Company adopted SOP 97-3, Accounting for
Insurance and Other Enterprises for Insurance Related Assessments ("SOP 97-3").
SOP 97-3 provides guidance on accounting by insurance and other enterprises for
assessments related to insurance activities including recognition, measurement
and disclosure of guaranty fund and other insurance related
<PAGE> 16
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
assessments. Adoption of SOP 97-3 did not have a material effect on the
Company's consolidated financial statements.
In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities ("SFAS 125") which were
deferred by SFAS 127, Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125. The deferred provisions provide accounting and reporting
standards related to repurchase agreements, dollar rolls, securities lending and
similar transactions. Adoption of the provisions had the effect of increasing
assets and liabilities by $3,769 at December 31, 1998 and increasing other
revenues and other expenses by $266 for the year ended December 31, 1998.
During 1997, the Company changed to the retrospective interest method of
accounting for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus No. 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. This accounting change
increased 1997 net investment income by $175, which included an immaterial
amount related to prior years.
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB Statement No.
133 ("SFAS 137"). SFAS 137 defers the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133") until January 1, 2001. SFAS 133 requires, among other
things, that all derivatives be recognized in the consolidated balance sheets as
either assets or liabilities and measured at fair value. The corresponding
derivative gains and losses should be reported based upon the hedge
relationship, if such a relationship exists. Changes in the fair value of
derivatives that are not designated as hedges or that do not meet the hedge
accounting criteria in SFAS 133 are required to be reported in income. The
Company is in the process of quantifying the impact of SFAS 133 on its
consolidated financial statements.
In October 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-7, Accounting for Insurance
and Reinsurance Contracts That Do Not Transfer Insurance Risk ("SOP 98-7"). SOP
98-7 provides guidance on the method of accounting for insurance and reinsurance
contracts that do not transfer insurance risk, defined in the SOP as the deposit
method. SOP 98-7 classifies insurance and reinsurance contracts for which the
deposit method is appropriate into those that 1) transfer only significant
timing risk, 2) transfer only significant underwriting risk, 3) transfer neither
significant timing or underwriting risk and 4) have an indeterminate risk. The
Company is required to adopt SOP 98-7 as of January 1, 2000. Adoption of SOP
98-7 is not expected to have a material effect on the Company's consolidated
financial statements.
<PAGE> 17
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. INVESTMENTS
The components of net investment income were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $ 6,766 $ 6,563 $ 6,445
Equity securities................................... 40 78 50
Mortgage loans on real estate....................... 1,479 1,572 1,684
Real estate and real estate joint ventures.......... 1,426 1,529 1,718
Policy loans........................................ 340 387 368
Other limited partnership interests................. 199 196 302
Cash, cash equivalents and short-term investments... 173 187 169
Other............................................... 501 841 368
------- ------- -------
10,924 11,353 11,104
Less: Investment expenses........................... 1,108 1,125 1,613
------- ------- -------
$ 9,816 $10,228 $ 9,491
======= ======= =======
</TABLE>
Net realized investment gains (losses), including changes in valuation
allowances, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities........................................ $(538) $ 573 $ 118
Equity securities....................................... 99 994 224
Mortgage loans on real estate........................... 28 23 56
Real estate and real estate joint ventures.............. 265 424 446
Other limited partnership interests..................... 33 13 12
Sales of businesses..................................... -- 531 139
Other................................................... (24) 71 23
----- ------ ------
(137) 2,629 1,018
Amounts allocable to:
Future policy benefit loss recognition................ -- (272) (126)
Deferred policy acquisition costs..................... 46 (240) (70)
Participating contracts............................... 21 (96) (35)
----- ------ ------
$ (70) $2,021 $ 787
===== ====== ======
</TABLE>
Realized investment gains (losses) have been reduced by (1) additions to
future policy benefits resulting from the need to establish additional
liabilities due to the recognition of investment gains, (2) deferred policy
acquisition cost amortization to the extent that such amortization results from
realized investment gains and losses, and (3) additions to participating
contractholder accounts when amounts equal to such investment gains and losses
are credited to the contractholders' accounts. This presentation may not be
comparable to presentations made by other insurers.
<PAGE> 18
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The components of net unrealized investment gains (losses), included in
accumulated other comprehensive income (loss), were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $(1,828) $ 4,809 $ 4,766
Equity securities................................... 875 832 1,605
Other invested assets............................... 165 154 294
------- ------- -------
(788) 5,795 6,665
------- ------- -------
Amounts allocable to:
Future policy benefit loss recognition............ (249) (2,248) (2,189)
Deferred policy acquisition costs................. 697 (931) (1,147)
Participating contracts........................... (118) (212) (312)
Deferred income taxes............................... 161 (864) (1,119)
------- ------- -------
491 (4,255) (4,767)
------- ------- -------
$ (297) $ 1,540 $ 1,898
======= ======= =======
</TABLE>
The changes in net unrealized investment gains (losses) were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1.................................. $ 1,540 $1,898 $1,028
Unrealized investment gains (losses) during the
year................................................ (6,583) (870) 3,402
Unrealized investment (gains) losses relating to:
Future policy benefit loss recognition.............. 1,999 (59) (970)
Deferred policy acquisition costs................... 1,628 216 (727)
Participating contracts............................. 94 100 (303)
Deferred income taxes................................. 1,025 255 (532)
------- ------ ------
Balance at December 31................................ $ (297) $1,540 $1,898
======= ====== ======
Net change in unrealized investment gains (losses).... $(1,837) $ (358) $ 870
======= ====== ======
</TABLE>
<PAGE> 19
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FIXED MATURITIES AND EQUITY SECURITIES
Fixed maturities and equity securities at December 31, 1999 were as
follows:
<TABLE>
<CAPTION>
COST OR 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.......... $ 5,990 $ 456 $ 147 $ 6,299
States and political subdivisions.... 1,583 4 45 1,542
Foreign governments.................. 4,090 210 94 4,206
Corporate............................ 47,505 585 1,913 46,177
Mortgage and asset-backed
securities......................... 27,396 112 847 26,661
Other................................ 12,235 313 462 12,086
------- ------ ------ -------
98,799 1,680 3,508 96,971
Redeemable preferred stocks............. 10 -- -- 10
------- ------ ------ -------
$98,809 $1,680 $3,508 $96,981
======= ====== ====== =======
Equity Securities:
Common stocks........................... $ 980 $ 921 $ 35 $ 1,866
Nonredeemable preferred stocks.......... 151 -- 11 140
------- ------ ------ -------
$ 1,131 $ 921 $ 46 $ 2,006
======= ====== ====== =======
</TABLE>
Fixed maturities and equity securities at December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
COST OR 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.......... $ 6,640 $1,117 $ 10 $ 7,747
States and political subdivisions.... 597 26 -- 623
Foreign governments.................. 3,435 254 88 3,601
Corporate............................ 46,377 2,471 260 48,588
Mortgage and asset-backed
securities......................... 26,456 569 46 26,979
Other................................ 12,438 1,069 293 13,214
------- ------ ---- --------
95,943 5,506 697 100,752
Redeemable preferred stocks............. 15 -- -- 15
------- ------ ---- --------
$95,958 $5,506 $697 $100,767
======= ====== ==== ========
Equity Securities:
Common stocks........................... $ 1,286 $ 923 $ 77 $ 2,132
Nonredeemable preferred stocks.......... 222 4 18 208
------- ------ ---- --------
$ 1,508 $ 927 $ 95 $ 2,340
======= ====== ==== ========
</TABLE>
<PAGE> 20
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company held foreign currency derivatives with notional amounts of
$4,002 and $716 to hedge the exchange rate risk associated with foreign bonds at
December 31, 1999 and 1998, respectively. The Company also held options with
fair values of $(11) to hedge the market value of common stocks at December 31,
1998.
At December 31, 1999, fixed maturities held by the Company that were below
investment grade or not rated by an independent rating agency had an estimated
fair value of $8,813. At December 31, 1999, non-income producing fixed
maturities were insignificant.
The amortized cost and estimated fair value of bonds at December 31, 1999,
by contractual maturity date, are shown below:
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less............................... $ 3,180 $ 3,217
Due after one year through five years................. 18,152 18,061
Due after five years through ten years................ 23,755 23,114
Due after ten years................................... 26,316 25,918
------- -------
71,403 70,310
Mortgage and asset-backed securities.................. 27,396 26,661
------- -------
$98,799 $96,971
======= =======
</TABLE>
Fixed maturities not due at a single maturity date have been included in
the above table in the year of final maturity. Actual maturities may differ from
contractual maturities due to the exercise of prepayment options.
Sales of securities were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Securities classified as available-for-sale:
Proceeds.......................................... $59,852 $46,913 $69,275
Gross realized gains.............................. $ 605 $ 2,053 $ 965
Gross realized losses............................. $ 911 $ 486 $ 627
Fixed maturities classified as held-to-maturity:
Proceeds.......................................... $ -- $ -- $ 352
Gross realized gains.............................. $ -- $ -- $ 5
Gross realized losses............................. $ -- $ -- $ 1
</TABLE>
Gross realized losses above exclude writedowns recorded during 1999 for
permanently impaired available-for-sale securities of $133.
During 1997, fixed maturities with an amortized cost of $11,682 were
transferred from held-to-maturity to available-for-sale. Other comprehensive
income at the date of reclassification was increased by $198 excluding the
effects of deferred income taxes and policyholder related amounts.
Excluding investments in U.S. governments and agencies, the Company is not
exposed to any significant concentration of credit risk in its fixed maturities
portfolio.
<PAGE> 21
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SECURITIES LENDING PROGRAM
The Company participates in securities lending programs whereby large
blocks of securities, which are returnable to the Company on short notice and
included in investments, are loaned to third parties, primarily major brokerage
firms. The Company requires a minimum of 102% of the fair value of the loaned
securities to be separately maintained as collateral for the loans. Securities
with a cost or amortized cost of $6,458 and $4,005 and estimated fair value of
$6,391 and $4,552 were on loan under the program at December 31, 1999 and 1998,
respectively. The Company was liable for cash collateral under its control of
$6,461 and $3,769 at December 31, 1999 and 1998, respectively. This liability is
included in other liabilities. Security collateral on deposit from securities
borrowers is returnable to them on short notice and is not reflected in the
consolidated financial statements.
STATUTORY DEPOSITS
The Company had investment assets on deposit with regulatory agencies of
$476 and $466 at December 31, 1999 and 1998, respectively.
MORTGAGE LOANS ON REAL ESTATE
Mortgage loans were categorized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1999 1998
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Commercial mortgage loans.................. $14,931 75% $12,503 74%
Agricultural mortgage loans................ 4,816 24% 4,256 25%
Residential mortgage loans................. 82 1% 241 1%
------- --- ------- ---
19,829 100% 17,000 100%
=== ===
Less: Valuation allowances................. 90 173
------- -------
$19,739 $16,827
======= =======
</TABLE>
Mortgage loans on real estate are collateralized by properties primarily
located throughout the United States. At December 31, 1999, approximately 16%,
8% and 8% of the properties were located in California, New York and Florida,
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.
Certain of the Company's real estate joint ventures have mortgage loans
with the Company. The carrying values of such mortgages were $547 and $606 at
December 31, 1999 and 1998, respectively.
<PAGE> 22
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Changes in mortgage loan valuation allowances were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................. $ 173 $ 289 $ 469
Additions............................................ 40 40 61
Deductions for writedowns and dispositions........... (123) (130) (241)
Deductions for disposition of affiliates............. -- (26) --
----- ----- -----
Balance at December 31............................... $ 90 $ 173 $ 289
===== ===== =====
</TABLE>
A portion of the Company's mortgage loans on real estate was impaired and
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1999 1998
---- ----
<S> <C> <C>
Impaired mortgage loans with valuation allowances.......... $540 $ 823
Impaired mortgage loans without valuation allowances....... 437 375
---- ------
977 1,198
Less: Valuation allowances................................. 83 149
---- ------
$894 $1,049
==== ======
</TABLE>
The average investment in impaired mortgage loans on real estate was
$1,134, $1,282 and $1,680 for the years ended December 31, 1999, 1998 and 1997,
respectively. Interest income on impaired mortgages was $101, $109 and $110 for
the years ended December 31, 1999, 1998 and 1997, respectively.
The investment in restructured mortgage loans on real estate was $980 and
$1,140 at December 31, 1999 and 1998, respectively. Interest income of $80, $74
and $91 was recognized on restructured loans for the years ended December 31,
1999, 1998 and 1997, respectively. Gross interest income that would have been
recorded in accordance with the original terms of such loans amounted to $92,
$87 and $116 for the years ended December 31, 1999, 1998 and 1997, respectively.
Mortgage loans on real estate with scheduled payments of 60 days (90 days
for agriculture mortgages) or more past due or in foreclosure had an amortized
cost of $44 and $65 at December 31, 1999 and 1998, respectively.
<PAGE> 23
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
REAL ESTATE AND REAL ESTATE JOINT VENTURES
Real estate and real estate joint ventures consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Real estate and real estate joint ventures
held-for-investment....................................... $5,440 $6,301
Impairments................................................. (289) (408)
------ ------
5,151 5,893
------ ------
Real estate and real estate joint ventures held-for-sale.... 719 546
Impairments................................................. (187) (119)
Valuation allowance......................................... (34) (33)
------ ------
498 394
------ ------
$5,649 $6,287
====== ======
</TABLE>
Accumulated depreciation on real estate was $2,235 and $2,065 at December
31, 1999 and 1998, respectively. Related depreciation expense was $247, $282 and
$338 for the years ended December 31, 1999, 1998 and 1997, respectively.
Real estate and real estate joint ventures were categorized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1999 1998
----------------- -----------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Office........................................ $3,846 68% $4,265 68%
Retail........................................ 587 10% 640 10%
Apartments.................................... 474 8% 418 7%
Land.......................................... 258 5% 313 5%
Agriculture................................... 96 2% 195 3%
Other......................................... 388 7% 456 7%
------ --- ------ ---
$5,649 100% $6,287 100%
====== === ====== ===
</TABLE>
The Company's real estate holdings are primarily located throughout the
United States. At December 31, 1999, approximately 25%, 24% and 10% of the
Company's real estate holdings were located in New York, California and Texas,
respectively.
Changes in real estate and real estate joint ventures held-for-sale
valuation allowance were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1....................................... $ 33 $110 $ 661
Additions charged (credited) to operations................. 36 (5) (76)
Deductions for writedowns and dispositions................. (35) (72) (475)
---- ---- -----
Balance at December 31..................................... $ 34 $ 33 $ 110
==== ==== =====
</TABLE>
Investment income related to impaired real estate and real estate joint
ventures held-for-investment was $61, $105 and $28 for the years ended December
31, 1999, 1998 and 1997, respectively. Investment income related to real estate
and real estate joint ventures held-for-sale
<PAGE> 24
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
was $14, $3 and $11 for the years ended December 31, 1999, 1998 and 1997,
respectively. The carrying value of non-income producing real estate and real
estate joint ventures was $22 and $1 at December 31, 1999 and 1998,
respectively.
The Company owned real estate acquired in satisfaction of debt of $47 and
$154 at December 31, 1999 and 1998, respectively.
Real estate of $37, $69 and $151 was acquired in satisfaction of debt
during the years ended December 31, 1999, 1998 and 1997, respectively.
LEVERAGED LEASES
Leveraged leases, included in other invested assets, consisted of the
following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Investment............................................... $1,016 $1,067
Estimated residual values................................ 559 607
------ ------
1,575 1,674
Unearned income.......................................... (417) (471)
------ ------
$1,158 $1,203
====== ======
</TABLE>
The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from four to 15 years, but in
certain circumstances are as long as 30 years. Average yields range from 7% to
12%. These receivables are generally collateralized by the related property.
3. DERIVATIVE INSTRUMENTS
The table below provides a summary of the carrying value, notional amount
and current market or fair value of derivative financial instruments (other than
equity options) held at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------------------------------------ ------------------------------------------
CURRENT MARKET CURRENT MARKET
OR FAIR VALUE OR FAIR VALUE
CARRYING NOTIONAL -------------------- CARRYING NOTIONAL --------------------
VALUE AMOUNT ASSETS LIABILITIES VALUE AMOUNT ASSETS LIABILITIES
-------- -------- ------ ----------- -------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Financial futures.................. $ 27 $ 3,140 $37 $ 10 $ 3 $ 2,190 $ 8 $ 6
Foreign exchange contracts......... -- -- -- -- -- 136 -- 2
Interest rate swaps................ (32) 1,316 11 40 (9) 1,621 17 50
Foreign currency swaps............. -- 4,002 26 103 (1) 580 3 62
Caps............................... 1 12,376 3 -- -- 8,391 -- --
---- ------- --- ---- --- ------- --- ----
Total contractual commitments...... $ (4) $20,834 $77 $153 $(7) $12,918 $28 $120
==== ======= === ==== === ======= === ====
</TABLE>
<PAGE> 25
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following is a reconciliation of the notional amounts by derivative
type and strategy at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 TERMINATIONS/ DECEMBER 31, 1999
NOTIONAL AMOUNT ADDITIONS MATURITIES NOTIONAL AMOUNT
----------------- --------- ------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Financial futures................... $ 2,190 $18,259 $17,309 $ 3,140
Foreign exchange contracts.......... 136 702 838 --
Interest rate swaps................. 1,621 429 734 1,316
Foreign currency swaps.............. 580 3,501 79 4,002
Caps................................ 8,391 5,860 1,875 12,376
------- ------- ------- -------
Total contractual commitments....... $12,918 $28,751 $20,835 $20,834
======= ======= ======= =======
BY STRATEGY
Liability hedging................... $ 8,741 $ 5,865 $ 2,035 $12,571
Invested asset hedging.............. 864 4,288 937 4,215
Portfolio hedging................... 2,830 13,920 14,729 2,021
Anticipated transaction hedging..... 483 4,678 3,134 2,027
------- ------- ------- -------
Total contractual commitments....... $12,918 $28,751 $20,835 $20,834
======= ======= ======= =======
</TABLE>
The following table presents the notional amounts of derivative financial
instruments by maturity at December 31, 1999:
<TABLE>
<CAPTION>
REMAINING LIFE
-------------------------------------------------------------------
ONE YEAR AFTER ONE YEAR AFTER FIVE YEARS
OR LESS THROUGH FIVE YEARS THROUGH TEN YEARS AFTER TEN YEARS TOTAL
-------- ------------------ ----------------- --------------- -----
<S> <C> <C> <C> <C> <C>
Financial futures......... $3,140 $ -- $ -- $ -- $ 3,140
Interest rate swaps....... 833 483 -- -- 1,316
Foreign currency swaps.... 7 3,371 503 121 4,002
Caps...................... 3,426 8,930 20 -- 12,376
------ ------- ---- ---- -------
Total contractual
commitments............. $7,406 $12,784 $523 $121 $20,834
====== ======= ==== ==== =======
</TABLE>
In addition to the derivative instruments above, the Company uses equity
option contracts as invested asset hedges. There were ninety-two thousand equity
option contracts outstanding with a carrying value of $(11) and a market value
of $(11) at December 31, 1998.
4. FAIR VALUE INFORMATION
The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.
<PAGE> 26
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Amounts related to the Company's financial instruments were as follows:
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1999 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities.................................. $96,981 $96,981
Equity securities................................. 2,006 2,006
Mortgage loans on real estate..................... 19,739 19,452
Policy loans...................................... 5,598 5,618
Short-term investments............................ 3,055 3,055
Cash and cash equivalents......................... 2,789 2,789
Mortgage loan commitments......................... $465 -- (7)
Liabilities:
Policyholder account balances..................... 37,170 36,893
Short-term debt................................... 4,208 4,208
Long-term debt.................................... 2,514 2,466
Investment collateral............................. 6,451 6,451
</TABLE>
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1998 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities................................. $100,767 $100,767
Equity securities................................ 2,340 2,340
Mortgage loans on real estate.................... 16,827 17,793
Policy loans..................................... 5,600 6,143
Short-term investments........................... 1,369 1,369
Cash and cash equivalents........................ 3,301 3,301
Mortgage loan commitments........................ $472 -- 14
Liabilities:
Policyholder account balances.................... 37,448 37,664
Short-term debt.................................. 3,585 3,585
Long-term debt................................... 2,903 3,006
Investment collateral............................ 3,769 3,769
</TABLE>
The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:
FIXED MATURITIES AND EQUITY SECURITIES
The fair value of fixed maturities and equity securities are based upon
quotations published by applicable stock exchanges or received from other
reliable sources. For securities in which the market values were not readily
available, fair values were estimated using quoted market prices of comparable
investments.
MORTGAGE LOANS ON REAL ESTATE AND MORTGAGE LOAN COMMITMENTS
Fair values for mortgage loans on real estate are estimated by discounting
expected future cash flows, using current interest rates for similar loans with
similar credit risk. For mortgage loan commitments, the estimated fair value is
the net premium or discount of the commitments.
<PAGE> 27
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
POLICY LOANS
Fair values for policy loans are estimated by discounting expected future
cash flows using U.S. treasury rates to approximate interest rates and the
Company's past experiences to project patterns of loan accrual and repayment
characteristics.
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying values for cash and cash equivalents and short-term
investments approximated fair market values due to the short-term maturities of
these instruments.
POLICYHOLDER ACCOUNT BALANCES
The fair value of policyholder account balances are estimated by
discounting expected future cash flows, based on interest rates currently being
offered for similar contracts with maturities consistent with those remaining
for the agreements being valued.
SHORT-TERM AND LONG-TERM DEBT AND INVESTMENT COLLATERAL
The fair values of short-term and long-term debt and investment collateral
are determined by discounting expected future cash flows, using risk rates
currently available for debt with similar terms and remaining maturities.
DERIVATIVE INSTRUMENTS
The fair value of derivative instruments, including financial futures,
financial forwards, interest rate and foreign currency swaps, floors, foreign
exchange contracts, caps and options are based upon quotations obtained from
dealers or other reliable sources. See Note 3 for derivative fair value
disclosures.
5. EMPLOYEE BENEFIT PLANS
PENSION BENEFIT AND OTHER BENEFIT PLANS
The Company is both the sponsor and administrator of defined benefit
pension plans covering all eligible employees and sales representatives of
MetLife and certain of its subsidiaries. Retirement benefits are based upon
years of credited service and final average earnings history.
The Company also provides certain postemployment benefits and 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 the
<PAGE> 28
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
postretirement benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------
PENSION BENEFITS OTHER BENEFITS
---------------- ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in projected benefit obligation:
Projected benefit obligation at beginning of year.... $3,920 $3,573 $1,708 $1,763
Service cost....................................... 100 90 28 31
Interest cost...................................... 271 257 107 114
Actuarial (gains) losses........................... (260) 212 (281) (74)
Divestitures, curtailments and terminations........ (22) 24 10 (13)
Change in benefits................................. -- 12 -- --
Benefits paid........................................ (272) (248) (89) (113)
------ ------ ------ ------
Projected benefit obligation at end of year.......... 3,737 3,920 1,483 1,708
------ ------ ------ ------
Change in plan assets:
Contract value of plan assets at beginning of year... 4,403 4,056 1,123 1,004
Actuarial return on plan assets.................... 575 680 141 171
Employer contribution.............................. 20 15 24 61
Benefits paid...................................... (272) (248) (89) (113)
Other payments..................................... -- (100) -- --
------ ------ ------ ------
Contract value of plan assets at end of year......... 4,726 4,403 1,199 1,123
------ ------ ------ ------
Over (under) funded.................................. 989 483 (284) (585)
------ ------ ------ ------
Unrecognized net asset at transition................. (66) (98) -- --
Unrecognized net actuarial gains..................... (564) (78) (487) (322)
Unrecognized prior service cost...................... 127 145 (2) (2)
------ ------ ------ ------
Prepaid (accrued) benefit cost....................... $ 486 $ 452 $ (773) $ (909)
====== ====== ====== ======
Qualified plan prepaid pension cost.................. $ 632 $ 568 $ -- $ --
Non-qualified plan accrued pension cost.............. (146) (116) -- --
------ ------ ------ ------
Prepaid benefit cost................................. $ 486 $ 452 $ -- $ --
====== ====== ====== ======
</TABLE>
The aggregate projected benefit obligation and aggregate contract value of
plan assets for the pension plans were as follows:
<TABLE>
<CAPTION>
NON-QUALIFIED
QUALIFIED PLAN PLAN TOTAL
---------------- -------------- ----------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Aggregate projected benefit
obligation...................... $3,482 $3,697 $ 255 $ 223 $3,737 $3,920
Aggregate contract value of plan
assets (principally Company
contracts)...................... 4,726 4,403 -- -- 4,726 4,403
------ ------ ----- ----- ------ ------
Over (under) funded............... $1,244 $ 706 $(255) $(223) $ 989 $ 483
====== ====== ===== ===== ====== ======
</TABLE>
<PAGE> 29
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The assumptions used in determining the aggregate projected benefit
obligation and aggregate contract value for the pension and other benefits were
as follows:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
---------------------------- -----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average assumptions at
December 31,
Discount rate....................... 6.25% - 7.75% 6.5% - 7.25% 6% - 7.75% 7%
Expected rate of return on plan
assets............................ 8% - 10.5% 8.5% - 10.5% 6% - 9% 7.25% - 9%
Rate of compensation increase....... 4.5% - 8.5% 4.5% - 8.5% N/A N/A
</TABLE>
The assumed health care cost trend rates used in measuring the accumulated
nonpension postretirement benefit obligation were 6.5% for pre-Medicare eligible
claims and 6% for Medicare eligible claims in both 1999 and 1998.
Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
ONE PERCENT ONE PERCENT
INCREASE DECREASE
----------- -----------
<S> <C> <C>
Effect on total of service and interest cost components.... $ 14 $ 11
Effect of accumulated postretirement benefit obligation.... $134 $111
</TABLE>
The components of periodic benefit costs were as follows:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
--------------------- ------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Service cost............................... $ 100 $ 90 $ 74 $ 28 $ 31 $ 30
Interest cost.............................. 271 257 247 107 114 122
Expected return on plan assets............. (363) (337) (324) (89) (79) (66)
Amortization of prior actuarial gains...... (6) (11) (5) (11) (13) (4)
Curtailment (credit) cost.................. (17) (10) -- 10 4 --
----- ----- ----- ---- ---- ----
Net periodic benefit cost (credit)......... $ (15) $ (11) $ (8) $ 45 $ 57 $ 82
===== ===== ===== ==== ==== ====
</TABLE>
SAVINGS AND INVESTMENT PLANS
The Company sponsors savings and investment plans for substantially all
employees under which the Company matches a portion of employee contributions.
The Company contributed $45, $43 and $44 for the years ended December 31, 1999,
1998 and 1997, respectively.
6. SEPARATE ACCOUNTS
Separate accounts reflect two categories of risk assumption: non-guaranteed
separate accounts totaling $47,618 and $39,490 at December 31, 1999 and 1998,
respectively, for which the policyholder assumes the investment risk, and
guaranteed separate accounts totaling $17,323 and $18,578 at December 31, 1999
and 1998, respectively, for which MetLife contractually guarantees either a
minimum return or account value to the policyholder.
<PAGE> 30
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in the
Company's revenues as universal life and investment-type product policy fees and
totaled $485, $413 and $287 for the years ended December 31, 1999, 1998 and
1997, respectively. Guaranteed separate accounts consisted primarily of Met
Managed Guaranteed Interest Contracts and participating close out contracts. The
average interest rates credited on these contracts were 6.5% and 7% at December
31, 1999 and 1998, respectively. The assets that support these liabilities were
comprised of $16,874 and $16,639 in fixed maturities at December 31, 1999 and
1998, respectively. The portfolios are segregated from other investments and are
managed to minimize liquidity and interest rate risk. In order to minimize the
risk of disintermediation associated with early withdrawals, these investment
products carry a graded surrender charge as well as a market value adjustment.
7. DEBT
Debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
MetLife:
6.300% surplus notes due 2003.......................... $ 397 $ 397
7.000% surplus notes due 2005.......................... 249 249
7.700% surplus notes due 2015.......................... 198 198
7.450% surplus notes due 2023.......................... 296 296
7.785% surplus notes due 2024.......................... 148 148
7.800% surplus notes due 2025.......................... 248 248
Other.................................................... 130 207
------ ------
1,666 1,743
------ ------
Investment related:
Floating rate debt, interest based on LIBOR............ -- 212
Exchangeable debt, interest rates ranging from 4.90% to
5.80%, due 2001 and 2002............................ 369 371
------ ------
369 583
------ ------
Total MetLife............................................ 2,035 2,326
------ ------
Nvest:
7.060% senior notes due 2003........................... 110 110
7.290% senior notes due 2007........................... 160 160
------ ------
270 270
------ ------
Other Affiliated Companies:
Fixed rate notes, interest rates ranging from 6.96% to
8.51%, maturity dates ranging from 2000 to 2008..... 170 179
Other.................................................. 39 128
------ ------
209 307
------ ------
Total long-term debt..................................... 2,514 2,903
Total short-term debt.................................... 4,208 3,585
------ ------
$6,722 $6,488
====== ======
</TABLE>
<PAGE> 31
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Short-term debt consisted of commercial paper with a weighted average
interest rate of 6.05% and 5.31% and a weighted average maturity of 74 and 44
days at December 31, 1999 and 1998, respectively.
The Company maintains unsecured credit facilities aggregating $7,000
(five-year facility of $1,000 expiring in April 2003; 364-day facility of $1,000
expiring in April 2000; 364-day facility of $5,000 expiring in September 2000).
Both $1,000 facilities bear interest at LIBOR plus 20 basis points. The $5,000
facility bears interest at various rates under specified borrowing scenarios.
The facilities can be used for general corporate purposes and also provide
backup for the Company's commercial paper program. At December 31, 1999, there
were no outstanding borrowings under any of the facilities.
Payments of interest and principal on the surplus notes, subordinated to
all other indebtedness, may be made only with the prior approval of the
Superintendent. Subject to the prior approval of the Superintendent, the 7.45%
surplus notes may be redeemed, in whole or in part, at the election of the
Company at any time on or after November 1, 2003.
Each issue of investment related debt is payable in cash or by delivery of
an underlying security owned by the Company. The amount payable at maturity of
the debt is greater than the principal of the debt if the market value of the
underlying security appreciates above certain levels at the date of debt
repayment as compared to the market value of the underlying security at the date
of debt issuance.
The aggregate maturities of long-term debt are $93 in 2000, $194 in 2001,
$210 in 2002, $415 in 2003, $126 in 2004 and $1,477 thereafter.
Interest expense related to the Company's outstanding indebtedness was
$358, $333 and $344 for the years ended December 31, 1999, 1998 and 1997,
respectively.
8. ACQUISITIONS AND DISPOSITIONS
In 1999 and 1997, respectively, the Company acquired assets of $4,832 and
$3,777 and assumed liabilities of $1,860 and $3,347 through the acquisition of
certain insurance and non-insurance operations. The aggregate purchase prices
were allocated to the assets and liabilities acquired based on their estimated
fair values.
During 1998, the Company sold MetLife Capital Holdings, Inc. (a commercial
financing company) and a substantial portion of its Canadian and Mexican
insurance operations, which resulted in a realized investment gain of $531.
During 1997, the Company sold its United Kingdom insurance operations, which
resulted in a realized investment gain of $139. Such sales caused a reduction in
assets of $10,663 and $4,342 and liabilities of $3,691 and $4,207 in 1998 and
1997, respectively.
See Note 16 for information regarding the Company's acquisition of
GenAmerica Corporation.
9. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is currently a defendant in approximately 500 lawsuits raising
allegations of improper marketing and sales of individual life insurance
policies or annuities. These lawsuits are generally referred to as "sales
practices claims".
<PAGE> 32
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On December 28, 1999, after a fairness hearing, the United States District
Court for the Western District of Pennsylvania approved a class action
settlement resolving a multidistrict litigation proceeding involving alleged
sales practices claims. The settlement class includes most of the owners of
permanent life insurance policies and annuity contracts or certificates issued
pursuant to individual sales in the United States by Metropolitan Life Insurance
Company, Metropolitan Insurance and Annuity Company or Metropolitan Tower Life
Insurance Company between January 1, 1982 and December 31, 1997. This class
includes owners of approximately six million in-force or terminated insurance
policies and approximately one million in-force or terminated annuity contracts
or certificates.
In addition to dismissing the consolidated class actions, the District
Court's order also bars sales practices claims by class members for sales by the
defendant insurers during the class period, effectively resolving all pending
class actions against these insurers. The defendants are in the process of
having these claims dismissed.
Under the terms of the order, only those class members who excluded
themselves from the settlement may continue an existing, or start a new, sales
practices lawsuit against Metropolitan Life Insurance Company, Metropolitan
Insurance and Annuity Company or Metropolitan Tower Life Insurance Company for
sales that occurred during the class period. Approximately 20,000 class members
elected to exclude themselves from the settlement. Over 400 of the approximately
500 lawsuits noted above are brought by individuals who elected to exclude
themselves from the settlement.
The settlement provides three forms of relief. General relief, in the form
of free death benefits, is provided automatically to class members who did not
exclude themselves from the settlement or who did not elect the claim evaluation
procedures set forth in the settlement. The claim evaluation procedures permit a
class member to have a claim evaluated by a third party under procedures set
forth in the settlement. Claim awards made under the claim evaluation procedures
will be in the form of policy adjustments, free death benefits or, in some
instances, cash payments. In addition, class members who have or had an
ownership interest in specified policies will also automatically receive
deferred acquisition cost tax relief in the form of free death benefits. The
settlement fixes the aggregate amounts that are available under each form of
relief.
The Company expects that the total cost of the settlement will be
approximately $957. This amount is equal to the amount of the increase in
liabilities for the death benefits and policy adjustments and the present value
of expected cash payments to be provided to included class members, as well as
attorneys' fees and expenses and estimated other administrative costs, but does
not include the cost of litigation with policyholders who are excluded from the
settlement. The Company believes that the cost of the settlement will be
substantially covered by available reinsurance and the provisions made in its
consolidated financial statements, and thus will not have a material adverse
effect on its business, results of operations or financial position. The Company
has not yet made a claim under those reinsurance agreements and, although there
is a risk that the carriers will refuse coverage for all or part of the claim,
the Company believes this is very unlikely to occur. The Company believes it has
made adequate provision in its consolidated financial statements for all
probable losses for sales practices claims, including litigation costs involving
policyholders who are excluded from the settlement.
The class action settlement does not resolve nine purported or certified
class actions currently pending against New England Mutual Life Insurance
Company with which the Company merged in 1996. Eight of those actions have been
consolidated as a multidistrict proceeding for pre-trial purposes in the United
States District Court in Massachusetts. That Court certified a mandatory class
as to those claims. Following an appeal of that certification, the United States
<PAGE> 33
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Court of Appeals remanded the case to the District Court for further
consideration. The Company is negotiating a settlement with class counsel.
The class action settlement also does not resolve three putative sales
practices class action lawsuits which have been brought against General American
Life Insurance Company. These lawsuits have been consolidated in a single
proceeding in the United States District Court for the Eastern District of
Missouri. General American Life Insurance Company and counsel for plaintiffs
have negotiated a settlement in principle of this consolidated proceeding.
General American Life Insurance Company has not reached agreement with
plaintiffs' counsel on the attorneys' fees to be paid. However, negotiations are
ongoing.
In addition, the class action settlement does not resolve two putative
class actions involving sales practices claims filed against Metropolitan Life
Insurance Company in Canada. The class action settlement also does not resolve a
certified class action with conditionally certified subclasses against
Metropolitan Life Insurance Company, Metropolitan Insurance and Annuity Company,
Metropolitan Tower Life Insurance Company and various individual defendants
alleging improper sales abroad. That lawsuit is pending in a New York federal
court.
In the past, the Company has resolved some individual sales practices
claims through settlement, dispositive motion or, in a few instances, trial.
Most of the current cases seek substantial damages, including in some cases
punitive and treble damages and attorneys' fees. Additional litigation relating
to the Company's marketing and sales of individual life insurance may be
commenced in the future.
Regulatory authorities in a small number of states, including both
insurance departments and one state attorney general, as well as the National
Association of Securities Dealers, Inc., have ongoing investigations or
inquiries relating to the Company's sales of individual life insurance policies
or annuities, including investigations of alleged improper replacement
transactions and alleged improper sales of insurance with inaccurate or
inadequate disclosures as to the period for which premiums would be payable.
Over the past several years, the Company has resolved a number of investigations
by other regulatory authorities for monetary payments and certain other relief,
and may continue to do so in the future.
MetLife is also a defendant in numerous lawsuits seeking compensatory and
punitive damages for personal injuries allegedly caused by exposure to asbestos
or asbestos-containing products. MetLife has never engaged in the business of
manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in the
thousands, have principally been based upon allegations relating to certain
research, publication and other activities of one or more of MetLife's employees
during the period from the 1920s through approximately the 1950s and alleging
that MetLife learned or should have learned of certain health risks posed by
asbestos and, among other things, improperly publicized or failed to disclose
those health risks. Legal theories asserted against MetLife have included
negligence, intentional tort claims and conspiracy claims concerning the health
risks associated with asbestos. While MetLife believes it has meritorious
defenses to these claims, and has not suffered any adverse judgments in respect
of these claims, most of the cases have been resolved by settlements. MetLife
intends to continue to exercise its best judgment regarding settlement or
defense of such cases. The number of such cases that may be brought or the
aggregate amount of any liability that MetLife may ultimately incur is
uncertain.
Significant portions of amounts paid in settlement of such cases have been
funded with proceeds from a previously resolved dispute with MetLife's primary,
umbrella and first level excess liability insurance carriers. MetLife is
presently in litigation with several of its excess
<PAGE> 34
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
liability insurers regarding amounts payable under its policies with respect to
coverage for these claims. The trial court has granted summary judgment to these
insurers. MetLife has appealed. There can be no assurances regarding the outcome
of this litigation or the amount and timing of recoveries, if any, from these
excess liability insurers. MetLife's asbestos-related litigation with these
insurers should have no effect on recoveries under the excess insurance policies
described below.
The Company has recorded, in other expenses, charges of $499 ($317
after-tax), $1,895 ($1,203 after-tax) and $300 ($190 after-tax) for the years
ended December 31, 1999, 1998 and 1997, respectively, for sales practices claims
and claims for personal injuries caused by exposure to asbestos or
asbestos-containing products. The 1999 charge was principally related to the
settlement of the multidistrict litigation proceeding involving alleged improper
sales practices, accruals for sales practices claims not covered by the
settlement and other legal costs. The 1998 charge was comprised of $925 and $970
for sales practices claims and asbestos-related claims, respectively. The
Company recorded the charges for sales practices claims based on preliminary
settlement discussions and the settlement history of other insurers.
Prior to the fourth quarter of 1998, the Company established a liability
for asbestos-related claims based on settlement costs for claims that the
Company had settled, estimates of settlement costs for claims pending against
the Company and an estimate of settlement costs for unasserted claims. The
amount for unasserted claims was based on management's estimate of unasserted
claims that would be probable of assertion. A liability is not established for
claims which management believes are only reasonably possible of assertion.
Based on this process, the accrual for asbestos-related claims at December 31,
1997 was $386. Potential liabilities for asbestos-related claims are not easily
quantified, due to the nature of the allegations against the Company, which are
not related to the business of manufacturing, producing, distributing or selling
asbestos or asbestos-containing products, adding to the uncertainty as to the
number of claims that may be brought against the Company.
During 1998, the Company decided to pursue the purchase of excess insurance
to limit its exposure to asbestos-related claims. In connection with the
negotiations with the casualty insurers to obtain this insurance, the Company
obtained information that caused management to reassess the accruals for
asbestos-related claims. This information included:
- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against the Company in the future was
significantly greater than it had assumed in its accruals. The number of
claims brought against the Company is generally a reflection of the
number of asbestos-related claims brought against asbestos defendants
generally and the percentage of those claims in which the Company is
included as a defendant. The information provided to the Company relating
to other insureds indicated that the Company had been included as a
defendant for a significant percentage of total asbestos-related claims
and that it may be included in a larger percentage of claims in the
future, because of greater awareness of asbestos litigation generally by
potential plaintiffs and plaintiffs' lawyers and because of the
bankruptcy and reorganization or the exhaustion of insurance coverage of
other asbestos defendants; and that, although volatile, there was an
upward trend in the number of total claims brought against asbestos
defendants.
- Information derived from actuarial calculations the Company made in the
fourth quarter of 1998 in connection with these negotiations, which
helped to frame, define and quantify this liability. These calculations
were made using, among other things, current information regarding the
Company's claims and settlement experience (which reflected the Com-
<PAGE> 35
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
pany's decision to resolve an increased number of these claims by
settlement), recent and historic claims and settlement experience of
selected other companies and information obtained from the insurers.
Based on this information, the Company concluded that certain claims that
previously were considered as only reasonably possible of assertion were now
probable of assertion, increasing the number of assumed claims to approximately
three times the number assumed in prior periods. As a result of this
reassessment, the Company increased its liability for asbestos-related claims to
$1,278 at December 31, 1998.
During 1998, the Company paid $1,407 of premiums for excess of loss
reinsurance agreements and excess insurance policies, consisting of $529 for the
excess of loss reinsurance agreements for sales practices claims and excess
mortality losses and $878 for the excess insurance policies for asbestos-related
claims.
The Company obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims made on or prior to December
31, 1999 and for certain mortality losses in 1999. These reinsurance agreements
have a maximum aggregate limit of $650, with a maximum sublimit of $550 for
losses for sales practices claims. This coverage is in excess of an aggregate
self-insured retention of $385 with respect to sales practices claims and $506,
plus the Company's statutory policy reserves released upon the death of
insureds, with respect to life mortality losses. At December 31, 1999, the
subject losses under the reinsurance agreements due to sales practices claims
and related counsel fees from the time the Company entered into the reinsurance
agreements did not exceed that self-insured retention. The maximum sublimit of
$550 for sales practices claims was within a range of losses that management
believed were reasonably possible at December 31, 1998. Each excess of loss
reinsurance agreement for sales practices claims and mortality losses contains
an experience fund, which provides for payments to the Company at the
commutation date if experience is favorable at such date. The Company accounts
for the aggregate excess of loss reinsurance agreements as reinsurance; however,
if deposit accounting were applied, the effect on the Company's consolidated
financial statements in 1998, 1999 and 2000 would not be significant.
Under reinsurance accounting, the excess of the liability recorded for
sales practices losses recoverable under the agreements of $550 over the premium
paid of $529 results in a deferred gain of $21 which is being amortized into
income over the settlement period from January 1999 through April 2000. Under
deposit accounting, the premium would be recorded as an other asset rather than
as an expense, and the reinsurance loss recoverable and the deferred gain would
not have been recorded. Because the agreements also contain an experience fund
which increases with the passage of time, the increase in the experience fund in
1999 and 2000 under deposit accounting would be recognized as interest income in
an amount approximately equal to the deferred gain that will be amortized into
income under reinsurance accounting.
The excess insurance policies for asbestos-related claims provide for
recovery of losses up to $1,500, which is in excess of a $400 self-insured
retention ($878 of which was recorded as a recoverable at December 31, 1999 and
1998). The asbestos-related policies are also subject to annual and per-claim
sublimits. Amounts are recoverable under the policies annually with respect to
claims paid during the prior calendar year. Although amounts paid in any given
year that are recoverable under the policies will be reflected as a reduction in
the Company's operating cash flows for that year, management believes that the
payments will not have a material adverse effect on the Company's liquidity.
Each asbestos-related policy contains an experience fund and a reference fund
that provides for payments to the Company at the commutation date if experience
under the policy to such date has been favorable, or pro rata reductions from
time to
<PAGE> 36
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
time in the loss reimbursements to the Company if the cumulative return on the
reference fund is less than the return specified in the experience fund.
A purported class action suit involving policyholders in 32 states has been
filed in a Rhode Island state court against MetLife's subsidiary, Metropolitan
Property and Casualty Insurance Company, with respect to claims by policyholders
for the alleged diminished value of automobiles after accident-related repairs.
A similar "diminished value" allegation was made recently in a Texas Deceptive
Trade Practices Act letter and lawsuit which involve a Metropolitan Property and
Casualty Company policyholder. A purported class action has been filed against
Metropolitan Property and Casualty Insurance Company and its subsidiary,
Metropolitan Casualty Insurance Company, in Florida by a policyholder alleging
breach of contract and unfair trade practices with respect to Metropolitan
Casualty Insurance Company allowing the use of parts not made by the original
manufacturer to repair damaged automobiles. These suits are in the early stages
of litigation and Metropolitan Property and Casualty Insurance Company and
Metropolitan Casualty Insurance Company intend to vigorously defend themselves
against these suits. Similar suits have been filed against several other
personal lines property and casualty insurers.
The United States, the Commonwealth of Puerto Rico and various hotels and
individuals have sued MetLife Capital Corporation, a former subsidiary of the
Company, seeking damages for clean up costs, natural resource damages, personal
injuries and lost profits and taxes based upon, among other things, a release of
oil from a barge which was being towed by the M/V Emily S. In connection with
the sale of MetLife Capital, the Company acquired MetLife Capital's potential
liability with respect to the M/V Emily S lawsuit. MetLife Capital had entered
into a sale and leaseback financing arrangement with respect to the M/V Emily S.
The plaintiffs have taken the position that MetLife Capital, as the owner of
record of the M/V Emily S, is responsible for all damages caused by the barge,
including the oil spill. The governments of the United States and Puerto Rico
have claimed damages in excess of $150. At a mediation, the action brought by
the United States and Puerto Rico was conditionally settled, provided that the
governments have access to additional sums from a fund contributed to by oil
companies to help remediate oil spills. The Company can provide no assurance
that this action will be settled in this manner.
Three putative class actions have been filed by Conning Corporation
shareholders alleging that the Company's announced offer to purchase the
publicly-held Conning shares is inadequate and constitutes a breach of fiduciary
duty (see Note 16). The Company believes the actions are without merit, and
expects that they will not materially affect its offer to purchase the shares.
A civil complaint challenging the fairness of the plan of reorganization
and the adequacy and accuracy of the disclosures to policyholders regarding the
plan has been filed in New York Supreme Court for Kings County on behalf of an
alleged class consisting of the policyholders of MetLife who should have
membership benefits in MetLife and were and are eligible to receive notice, vote
and receive consideration in the demutualization. The complaint seeks to enjoin
or rescind the plan and seeks other relief. The defendants named in the
complaint are MetLife and the individual members of its board of directors and
MetLife, Inc. MetLife believes that the allegations made in the complaint are
wholly without merit, and intends to vigorously contest the complaint.
Various litigation, claims and assessments against the Company, in addition
to those discussed above and those otherwise provided for in the Company's
consolidated financial statements, have arisen in the course of the Company's
business, including, but not limited to, in connection with its activities as an
insurer, employer, investor, investment advisor and taxpayer. Further, state
insurance regulatory authorities and other Federal and state authorities
regularly
<PAGE> 37
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
make inquiries and conduct investigations concerning the Company's compliance
with applicable insurance and other laws and regulations.
In some of the matters referred to above, 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 provide reasonable ranges of potential
losses, it is the opinion of the Company's management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
the Company's consolidated financial statements, are not likely to have a
material adverse effect on the Company's consolidated financial position.
However, given the large and/or indeterminate amounts sought in certain of these
matters and the inherent unpredictability of litigation, it is possible that an
adverse outcome in certain matters could, from time to time, have a material
adverse effect on the Company's operating results or cash flows in particular
quarterly or annual periods.
TRANSFERRED CANADIAN POLICIES
In July 1998, MetLife sold a substantial portion of its Canadian operations
to Clarica Life. As part of that sale, a large block of policies in effect with
MetLife in Canada were transferred to Clarica Life, and the holders of the
transferred Canadian policies became policyholders of Clarica Life. Those
transferred policyholders are no longer policyholders of MetLife and, therefore,
are not entitled to compensation under the plan of reorganization. However, as a
result of a commitment made in connection with obtaining Canadian regulatory
approval of that sale, if MetLife demutualizes, its Canadian branch will make
cash payments to those who are, or are deemed to be, holders of those
transferred Canadian policies. The payments, which will be recorded in other
expenses in the same period as the effective date of the plan, will be
determined in a manner that is consistent with the treatment of, and fair and
equitable to, eligible policyholders of MetLife. The amount of the payment is
dependent upon the initial public offering price of common stock to be issued on
the effective date of the plan of demutualization.
YEAR 2000
The Year 2000 issue was the result of the widespread use of computer
programs written using two digits (rather than four) to define the applicable
year. Such programming was a common industry practice designed to avoid the
significant costs associated with additional mainframe capacity necessary to
accommodate a four-digit field. As a result, any of the Company's computer
systems that have time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in major system failures
or miscalculations. The Company has conducted a comprehensive review of its
computer systems to identify the systems that could be affected by the Year 2000
issue and has implemented a plan to resolve the issue. There can be no
assurances that the Year 2000 plan of the Company or that of its vendors or
third parties have resolved all Year 2000 issues. Further, there can be no
assurance that there will not be any future system failure or that such failure,
if any, will not have a material impact on the operations of the Company.
LEASES
In accordance with industry practice, certain of the Company's income from
lease agreements with retail tenants is contingent upon the level of the
tenants' sales revenues. Additionally, the Company, as lessee, has entered into
various lease and sublease agreements
<PAGE> 38
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
for office space, data processing and other equipment. Future minimum rental and
subrental income and minimum gross rental payments relating to these lease
agreements were as follows:
<TABLE>
<CAPTION>
GROSS
RENTAL SUBLEASE RENTAL
INCOME INCOME PAYMENTS
------ -------- --------
<S> <C> <C> <C>
2000......................................... $ 817 $13 $156
2001......................................... 740 12 135
2002......................................... 689 11 111
2003......................................... 612 9 90
2004......................................... 542 9 69
Thereafter................................... 2,032 27 299
</TABLE>
10. INCOME TAXES
The provision for income taxes was as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current:
Federal................................................... $643 $668 $370
State and local........................................... 24 60 10
Foreign................................................... 4 99 26
---- ---- ----
671 827 406
---- ---- ----
Deferred:
Federal................................................... (78) (25) 28
State and local........................................... 2 (8) 9
Foreign................................................... (2) (54) 25
---- ---- ----
(78) (87) 62
---- ---- ----
Provision for income taxes.................................. $593 $740 $468
==== ==== ====
</TABLE>
Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Tax provision at U.S. statutory rate........................ $502 $730 $585
Tax effect of:
Tax exempt investment income.............................. (39) (40) (30)
Surplus tax............................................... 125 18 (40)
State and local income taxes.............................. 18 31 15
Tax credits............................................... (5) (25) (15)
Prior year taxes.......................................... (31) 4 (2)
Sale of businesses........................................ -- (19) (41)
Other, net................................................ 23 41 (4)
---- ---- ----
Provision for income taxes.................................. $593 $740 $468
==== ==== ====
</TABLE>
<PAGE> 39
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred income taxes represent the tax effect of the differences between
the book and tax basis of assets and liabilities. Net deferred income tax assets
and liabilities consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Deferred income tax assets:
Policyholder liabilities and receivables............... $3,042 $3,108
Net operating losses................................... 72 22
Net unrealized investment losses....................... 161 --
Employee benefits...................................... 192 174
Litigation related..................................... 468 312
Other.................................................. 242 158
------ ------
4,177 3,774
Less: Valuation allowance.............................. 72 21
------ ------
4,105 3,753
------ ------
Deferred income tax liabilities:
Investments............................................ 1,472 1,529
Deferred policy acquisition costs...................... 1,967 1,887
Net unrealized investment gains........................ -- 864
Other.................................................. 63 18
------ ------
3,502 4,298
------ ------
Net deferred income tax asset (liability)................ $ 603 $ (545)
====== ======
</TABLE>
Foreign net operating loss carryforwards generated deferred income tax
benefits of $72 and $21 at December 31, 1999 and 1998, respectively. The Company
has recorded a valuation allowance related to these tax benefits. The valuation
allowance reflects management's assessment, based on available information, that
it is more likely than not that the deferred income 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
portion of the deferred income tax asset is realizable.
The Company has been audited by the Internal Revenue Service for the years
through and including 1993. The Company is being audited for the years 1994,
1995 and 1996. The Company believes that any adjustments that might be required
for open years will not have a material effect on the Company's consolidated
financial statements.
11. REINSURANCE
The Company assumes and cedes insurance with other insurance companies. The
Company continually evaluates the financial condition of its reinsurers and
monitors concentration of credit risk in an effort to minimize its exposure to
significant losses from reinsurer insolvencies. The Company is contingently
liable with respect to ceded reinsurance should any reinsurer be unable to meet
its obligations under these agreements. The amounts in the consolidated
statements of income are presented net of reinsurance ceded.
The Company's life insurance operations participate in reinsurance in order
to limit losses, minimize exposure to large risks and to provide additional
capacity for future growth. During
<PAGE> 40
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998, the Company began reinsuring, under yearly renewal term policies, 90
percent of the mortality risk on universal life policies issued after 1983. The
Company also reinsures 90 percent of the mortality risk on term life insurance
policies issued after 1995 under yearly renewal term policies and coinsures 100
percent of the mortality risk in excess of $25 and $35 on single and joint
survivorship policies, respectively.
During 1997, the Company obtained a 100 percent coinsurance policy to
provide coverage for contractual payments generated by certain portions of the
Company's non-life contingency long-term guaranteed interest contracts and
structured settlement lump sum contracts issued during the periods 1991 through
1993. The policy was amended in 1998 to include structured settlement lump sum
payments issued during the period 1983 through 1990, 1994 and 1995. Reinsurance
recoverables under the contract, which has been accounted for as a financing
transaction, were $1,372 and $1,374 at December 31, 1999 and 1998, respectively.
See Note 9 for information regarding certain excess of loss reinsurance
agreements providing coverage for risks associated primarily with sales
practices claims.
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 limit its maximum loss, provide
greater diversification of risk and minimize exposure to larger risks. The
Company's reinsurance program is designed to limit a catastrophe loss to no more
than 10% of the Auto & Home segment's statutory surplus.
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Direct premiums..................................... $13,249 $12,763 $12,728
Reinsurance assumed................................. 484 409 360
Reinsurance ceded................................... (1,645) (1,669) (1,810)
------- ------- -------
Net premiums........................................ $12,088 $11,503 $11,278
======= ======= =======
Reinsurance recoveries netted against policyholder
benefits.......................................... $ 1,626 $ 1,744 $ 1,648
======= ======= =======
</TABLE>
The effects of reinsurance with GenAmerica Corporation ("GenAmerica") were
as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Premiums ceded to GenAmerica.............................. $108 $113 $61
==== ==== ===
Reinsurance recoveries from GenAmerica netted against
policyholder benefits................................... $ 74 $ 28 $24
==== ==== ===
</TABLE>
Reinsurance recoverables, included in other receivables, were $2,898 and
$3,134 at December 31, 1999 and 1998, respectively, of which $5 and $5,
respectively, were recoverable from GenAmerica. Reinsurance and ceded
commissions payables, included in other liabilities, were $148 and $105 at
December 31, 1999 and 1998, respectively.
<PAGE> 41
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following provides an analysis of the activity in the liability for
benefits relating to property and casualty and group accident and non-medical
health policies and contracts:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................ $ 3,320 $ 3,655 $ 3,345
Reinsurance recoverables.......................... (233) (229) (215)
------- ------- -------
Net balance at January 1............................ 3,087 3,426 3,130
------- ------- -------
Acquisition of business............................. 204 -- --
------- ------- -------
Incurred related to:
Current year...................................... 3,129 2,726 2,855
Prior years....................................... (16) (245) 88
------- ------- -------
3,113 2,481 2,943
------- ------- -------
Paid related to:
Current year...................................... (2,128) (1,967) (1,832)
Prior years....................................... (759) (853) (815)
------- ------- -------
(2,887) (2,820) (2,647)
------- ------- -------
Balance at December 31.............................. 3,517 3,087 3,426
Add: Reinsurance recoverables..................... 272 233 229
------- ------- -------
Balance at December 31.............................. $ 3,789 $ 3,320 $ 3,655
======= ======= =======
</TABLE>
12. OTHER EXPENSES
Other expenses were comprised of the following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Compensation........................................ $ 2,590 $ 2,478 $ 2,078
Commissions......................................... 937 902 766
Interest and debt issue costs....................... 405 379 453
Amortization of policy acquisition costs (excludes
amortization of $(46), $240 and $70, respectively,
related to realized investment gains and
(losses))......................................... 862 587 771
Capitalization of policy acquisition costs.......... (1,160) (1,025) (1,000)
Rent, net of sublease income........................ 239 155 179
Minority interest................................... 55 67 56
Restructuring charge................................ -- 81 --
Other............................................... 2,827 4,395 2,468
------- ------- -------
$ 6,755 $ 8,019 $ 5,771
======= ======= =======
</TABLE>
During 1998, the Company recorded charges of $81 to restructure
headquarters operations and consolidate certain agencies and other operations.
These costs have been fully paid at December 31, 1999.
<PAGE> 42
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. STATUTORY FINANCIAL INFORMATION
The reconciliations of MetLife's statutory surplus and net change in
statutory surplus, determined in accordance with accounting practices prescribed
or permitted by insurance regulatory authorities, with equity and net income
determined in conformity with generally accepted accounting principles were as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1999 1998
---- ----
<S> <C> <C>
Statutory surplus........................................... $ 7,630 $ 7,388
GAAP adjustments for:
Future policy benefits and policyholder account
balances............................................... (4,167) (6,830)
Deferred policy acquisition costs......................... 8,381 6,560
Deferred income taxes..................................... 886 (190)
Valuation of investments.................................. (2,102) 3,981
Statutory asset valuation reserves........................ 3,189 3,381
Statutory interest maintenance reserves................... 1,114 1,486
Surplus notes............................................. (1,602) (1,595)
Other, net................................................ 361 686
------- -------
Equity...................................................... $13,690 $14,867
======= =======
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net change in statutory surplus......................... $ 242 $ 10 $ 227
GAAP adjustments for:
Future policy benefits and policyholder account
balances........................................... 556 127 (38)
Deferred policy acquisition costs..................... 379 224 149
Deferred income taxes................................. 154 234 62
Valuation of investments.............................. 473 1,158 (387)
Statutory asset valuation reserves.................... (226) (461) 1,136
Statutory interest maintenance reserves............... (368) 312 53
Other, net............................................ (593) (261) 1
----- ------ ------
Net income.............................................. $ 617 $1,343 $1,203
===== ====== ======
</TABLE>
<PAGE> 43
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
14. OTHER COMPREHENSIVE INCOME (LOSS)
The following table sets forth the reclassification adjustments required
for the years ended December 31, 1999, 1998 and 1997 to avoid double-counting in
other comprehensive income (loss) items that are included as part of net income
for the current year that have been reported as a part of other comprehensive
income (loss) in the current or prior year:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Holding (losses) gains on investments arising during the
year...................................................... $(6,314) $ 1,493 $ 4,257
Income tax effect of holding gains or losses................ 2,262 (617) (1,615)
Transfer of securities from held-to-maturity to
available-for-sale:
Holding gains on investments.............................. -- -- 198
Income tax effect......................................... -- -- (75)
Reclassification adjustments:
Realized holding (gains) losses included in current year
net income............................................. 38 (2,013) (844)
Amortization of premium and discount on investments....... (307) (350) (209)
Realized holding (losses) gains allocated to other
policyholder amounts................................... (67) 608 231
Income tax effect......................................... 120 729 312
Allocation of holding losses (gains) on investments relating
to other policyholder amounts............................. 3,788 (351) (2,231)
Income tax effect of allocation of holding gains and losses
to other policyholder amounts............................. (1,357) 143 846
------- ------- -------
Net unrealized investment (losses) gains.................... (1,837) (358) 870
------- ------- -------
Foreign currency translation adjustments arising during the
year...................................................... 50 (115) (46)
Reclassification adjustment for sale of investment in
foreign operation......................................... -- 2 (3)
------- ------- -------
Foreign currency translation adjustment..................... 50 (113) (49)
------- ------- -------
Minimum pension liability adjustment........................ (7) (12) --
------- ------- -------
Other comprehensive income (loss)........................... $(1,794) $ (483) $ 821
======= ======= =======
</TABLE>
15. BUSINESS SEGMENT INFORMATION
The Company provides insurance and financial services to customers in the
United States, Canada, Central America, South America, Europe and Asia. The
Company's business is divided into six segments: Individual, Institutional, Auto
& Home, International, Asset Management and Corporate. These segments are
managed separately because they either provide different products and services,
require different strategies or have different technology requirements.
Individual offers a wide variety of individual insurance and investment
products, including life insurance, annuities and mutual funds. Institutional
offers a broad range of group insurance and retirement and savings products and
services, including group life insurance, non-medical health insurance such as
short and long-term disability, long-term care and dental insurance and other
insurance products and services. Auto & Home provides insurance coverages
including private passenger automobile, homeowners and personal excess liability
insurance. International provides life insurance, accident and health insurance,
annuities and retirement and savings
<PAGE> 44
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
products to both individuals and groups, and auto and homeowners coverage to
individuals. Asset Management provides a broad variety of asset management
products and services to individuals and institutions such as mutual funds for
savings and retirement needs, commercial real estate advisory and management
services, and institutional and retail investment management. Through its
Corporate segment, the Company reports items that are not allocated to any of
the business segments.
Set forth in the tables below is certain financial information with respect
to the Company's operating segments for the years ended December 31, 1999, 1998
and 1997. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies, except for the
method of capital allocation. The Company allocates capital to each segment
based upon an internal capital allocation system that allows the Company to more
effectively manage its capital. The Company has divested operations that did not
meet targeted rates of return, including its commercial leasing business
(Corporate segment) and substantial portions of its Canadian operations
(International segment), and insurance operations in the United Kingdom
(International segment). The Company evaluates the performance of each operating
segment based upon income or loss from operations before provision for income
taxes and non-recurring items (e.g. items of unusual or infrequent nature). The
Company allocates non-recurring items (primarily consisting of sales practices
claims and claims for personal injuries caused by exposure to asbestos or
asbestos-containing products) and prior to its sale in 1998, the results of
MetLife Capital Holdings, Inc. to the Corporate segment.
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1999 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION TOTAL
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums................ $ 4,289 $ 5,525 $1,751 $ 523 $ -- $ -- $ -- $ 12,088
Universal life and
investment-type
product policy fees... 888 502 -- 48 -- -- -- 1,438
Net investment income... 5,346 3,755 103 206 80 605 (279) 9,816
Other revenues.......... 558 629 21 12 803 59 72 2,154
Net realized investment
gains (losses)........ (14) (31) 1 1 -- (41) 14 (70)
Policyholder benefits
and claims............ 4,625 6,712 1,301 463 -- -- 4 13,105
Interest credited to
policyholder account
balances.............. 1,359 1,030 -- 52 -- -- -- 2,441
Policyholder
dividends............. 1,509 159 -- 22 -- -- -- 1,690
Other expenses.......... 2,719 1,589 514 248 795 1,031 (141) 6,755
Income (loss) before
provision for income
taxes and
extraordinary item.... 855 890 61 5 88 (408) (56) 1,435
Income (loss) after
provision for income
taxes before
extraordinary item.... 555 567 56 21 51 (358) (50) 842
Total assets............ 109,401 88,127 4,443 4,381 1,036 19,834 (1,990) 225,232
Deferred policy
acquisition costs..... 8,049 106 93 244 -- -- -- 8,492
Separate account
assets................ 28,828 35,236 -- 877 -- -- -- 64,941
Policyholder
liabilities........... 72,956 47,781 2,318 2,187 -- 6 (293) 124,955
Separate account
liabilities........... 28,828 35,236 -- 877 -- -- -- 64,941
</TABLE>
<PAGE> 45
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1998 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION TOTAL
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums................ $ 4,323 $ 5,159 $1,403 $ 618 $ -- $ -- $ -- $ 11,503
Universal life and
investment-type
product policy fees... 817 475 -- 68 -- -- -- 1,360
Net investment income... 5,480 3,885 81 343 75 682 (318) 10,228
Other revenues.......... 474 575 36 33 817 111 (52) 1,994
Net realized investment
gains................. 659 557 122 117 -- 679 (113) 2,021
Policyholder benefits
and claims............ 4,606 6,416 1,029 597 -- (10) -- 12,638
Interest credited to
policyholder account
balances.............. 1,423 1,199 -- 89 -- -- -- 2,711
Policyholder
dividends............. 1,445 142 -- 64 -- -- -- 1,651
Other expenses.......... 2,577 1,613 386 352 799 2,601 (309) 8,019
Income (loss) before
provision for income
taxes and
extraordinary item.... 1,702 1,281 227 77 93 (1,119) (174) 2,087
Income (loss) after
provision for income
taxes before
extraordinary item.... 1,069 846 161 56 49 (691) (143) 1,347
Total assets............ 103,614 88,741 2,763 3,432 1,164 20,852 (5,220) 215,346
Deferred policy
acquisition costs..... 6,194 82 57 205 -- -- -- 6,538
Separate account
assets................ 23,013 35,029 -- 26 -- -- -- 58,068
Policyholder
liabilities........... 71,571 49,406 1,477 2,043 -- 1 (295) 124,203
Separate account
liabilities........... 23,013 35,029 -- 26 -- -- -- 58,068
</TABLE>
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1997 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION TOTAL
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums................. $ 4,327 $ 4,689 $1,354 $ 908 $ -- $ -- $ -- $ 11,278
Universal life and
investment-type product
policy fees............ 855 426 -- 137 -- -- -- 1,418
Net investment income.... 4,754 3,754 71 504 78 700 (370) 9,491
Other revenues........... 338 357 25 54 682 19 16 1,491
Net realized investment
gains.................. 356 45 9 142 -- 326 (91) 787
Policyholder benefits and
claims................. 4,597 5,934 1,003 869 -- -- -- 12,403
Interest credited to
policyholder account
balances............... 1,422 1,319 -- 137 -- -- -- 2,878
Policyholder dividends... 1,340 305 -- 97 -- -- -- 1,742
Other expenses........... 2,394 1,178 351 497 679 966 (294) 5,771
Income before provision
for income taxes....... 877 535 105 145 81 79 (151) 1,671
Income after provision
for income taxes....... 599 339 74 126 45 163 (143) 1,203
Total assets............. 95,323 83,473 2,542 7,412 1,136 18,641 (5,745) 202,782
Deferred policy
acquisition costs...... 5,912 40 56 428 -- -- -- 6,436
Separate account assets.. 17,345 30,473 -- 520 -- -- -- 48,338
Policyholder
liabilities............ 70,686 49,547 1,509 5,615 -- 1 -- 127,358
Separate account
liabilities............ 17,345 30,473 -- 520 -- -- -- 48,338
</TABLE>
<PAGE> 46
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Individual segment includes an equity ownership interest in Nvest
Companies, L.P. ("Nvest") under the equity method of accounting. Nvest has been
included within the Asset Management segment due to the types of products and
strategies employed by the entity. The individual segment's equity in earnings
of Nvest, which is included in net investment income, was $48, $49 and $45 for
the years ended December 31, 1999, 1998 and 1997, respectively. The investment
in Nvest was $196, $252 and $216 at December 31, 1999, 1998 and 1997,
respectively.
Net investment income and net realized investment gains are based upon the
actual results of each segment's specifically identifiable asset portfolio.
Other costs and operating costs were allocated to each of the segments based
upon: (1) a review of the nature of such costs, (2) time studies analyzing the
amount of employee compensation costs incurred by each segment, and (3) cost
estimates included in the Company's product pricing.
The consolidation/elimination column includes the elimination of all
intersegment amounts and the Individual segment's ownership interest in Nvest.
The principal component of the intersegment amounts related to intersegment
loans, which bore interest at rates commensurate with related borrowings.
Revenues derived from any customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $24,637, $25,643 and $22,664 for
the years ended December 31, 1999, 1998 and 1997, respectively, which
represented 97%, 96% and 93%, respectively, of consolidated revenues.
16. SUBSEQUENT EVENTS
On January 6, 2000, the Company acquired GenAmerica for $1.2 billion. In
connection with this acquisition, the Company incurred $900 of short-term debt.
GenAmerica is a holding company which includes General American Life Insurance
Company, 48.3% of the outstanding shares of Reinsurance Group of America ("RGA")
common stock, a provider of reinsurance, and 61.0% of the outstanding shares of
Conning Corporation common stock, an asset manager. On January 18, 2000, the
Company announced that it had proposed to acquire all of the outstanding shares
of Conning common stock not already owned by it for $10.50 per share in cash, or
approximately $55. At December 31, 1999, the Company owned 9.6% of the
outstanding shares of RGA common stock which were acquired on November 24, 1999
for $125. Subsequent to the GenAmerica acquisition, the Company owned 57.9% of
the outstanding shares of RGA common stock. Total assets, revenues and net loss
of GenAmerica were $23,594, $3,916 and $(174), respectively, at or for the year
ended December 31, 1999.
As part of the acquisition agreement, in September 1999 the Company assumed
$5,752 of General American Life funding agreements and received cash of $1,926
and investment assets with a market value of $3,826. In October 1999, as part of
the assumption arrangement, the holders of General American Life funding
agreements aggregating $5,136 elected to have the Company redeem the funding
agreements for cash. General American Life agreed to pay the Company a fee of
$120 in connection with the assumption of the funding agreements. The fee will
be considered as part of the purchase price to be allocated to the fair value of
assets and liabilities acquired. The Company also agreed to make a capital
contribution of $120 to General American Life after the completion of the
acquisition.
At the date of the acquisition agreement, the Company and GenAmerica were
parties to a number of reinsurance agreements. In addition, as part of the
acquisition, the Company entered into agreements effective as of July 25, 1999,
which coinsured new and certain existing business of General American Life and
some of its affiliates. See Note 11.
<PAGE>
PART II
REPRESENTATION WITH RESPECT TO FEES AND CHARGES
Metropolitan Life represents that the fees and charges deducted under the
riders described in this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses to be incurred,
and the risks assumed by Metropolitan Life under the riders. Metropolitan Life
bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and extent of
such services, expenses and risks, the need for Metropolitan Life to earn a
profit, the degree to which the riders include innovative features, and
regulatory standards for exemptive relief under the Investment Company Act of
1940 used prior to October 1996, including the range of industry practice.
This representation applies to all riders issued pursuant to this Registration
Statement, including those sold on the terms specifically described in the
prospectus contained herein, or any variations therein based on supplements,
amendments, endorsements or other riders to such riders or any related base
policies or prospectus, or otherwise.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-Reference Table.
The Prospectus, consisting of 105 pages.
Undertaking to File Reports (filed with the initial filing of this
Registration Statement on November 13, 1997).
Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
(filed with the initial filing of this Registration Statement on
November 13, 1997).
Representation with respect to fees and charges.
The signatures.
Written Consents of the following persons:
Independent Auditors
Company Actuary (included in Exhibit 5 listed below)
The following exhibits:
<TABLE>
<C> <S> <C>
1.A (1) --Resolution of Board of Directors of Metropolitan Life
effecting the establishment of Metropolitan Life
Separate Account UL..................................... ++++
(2) --Not Applicable
(3) --(a) Not Applicable
--(b) Form of Selected Broker Agreement.................. ++++
--(c) Schedule of Sales Commissions...................... ++
(4) --Not applicable
(5) --(a) Variable Additional Insurance Rider................ +
--(b) L98 fixed benefit Life Insurance Policy............ ++++++
--(c) Form of Variable Additional Benefit Rider.......... +++++++
--(d) Form of Personalized Illustrations................. +++++++
(6) --(a) Restated Charter and By-Laws of Metropolitan Life.. *
(7) --Not Applicable
(8) --Not Applicable
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S> <C>
(9) --Not Applicable
(10) --Form of Application for Riders (included in Exhibits
5(a), (b), and (c) listed above)
2. --Opinion and consent of Counsel as to the legality of the
securities being registered
--For Equity Additions..................................... ++++++
--For Equity Enricher...................................... +++++++
3. --Not Applicable
4. --Not Applicable
5. --Opinion and consent of Marian Zeldin, FSA, MAAA relating
to the Equity Options..................................... *
6. --Powers of Attorney....................................... +++++
7. --Method of Computing Exchange pursuant to Rule 6e-
3(T)(b)(13)(v)(B) under the Investment Company Act of 1940
(not required because there will be no cash value
adjustments)
8. --Memoranda describing certain procedures filed pursuant to
Rule 6e-3(T)(b)(12)(iii).................................. ++++
27. --Financial Data Schedule (not applicable)
</TABLE>
- --------
+ Incorporated by reference to the filing of Pre-Effective Amendment No.
1 to this Registration Statement dated April 20, 1998.
++ Incorporated by reference from "Commissions" in the Prospectus included
herein.
+++ Incorporated by reference to the filing of Post-Effective Amendment No.
4 to the Registration Statement of Separate Account UL (File No. 33-
57320) on March 1, 1996.
++++ Incorporated by reference to the filing of Post-Effective Amendment No.
5 to the Registration Statement of Separate Account UL (File No. 33-
47927) on April 30, 1997.
+++++ Incorporated by reference to the filing of Post-Effective Amendment No.
5 to the Registration Statement of Separate Account UL (File No. 33-
47927) on April 30, 1997 except for Robert H. Benmosche whose power of
attorney was filed with this Registration Statement on November 13,
1997, Virgina M. Wilson whose power of attorney is incorporated by
reference to the filing of Pre-Effective Amendment No. 2 to the
Registration Statement of Metropolitan Life Separate Account E on
November 1, 1999 and William C. Steere, Jr.'s power of attorney which
is incorporated by reference to the filing of Post-Effective Amendment
No. 8 to the Registration Statement of Separate Account UL (File No.
33-57320) on April 23, 1999.
++++++ Included in the filing of this Registration Statement on November 13,
1997.
+++++++ Included in the filing of this Registration Statement on April 13,
1999.
* Filed herewith. Exhibit 1.A(6)(a) contingent on the successful
completion of the conversion of Metropolitan Life Insurance Company
from a mutual life insurance company to a stock life insurance company
contemplated to take effect on Friday, April 7, 2000.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amended Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amended Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of New York, State of New York, this 6th day of
April, 2000.
METROPOLITAN LIFE
INSURANCE COMPANY
(Seal)
/s/ Gary A. Beller
By:
----------------------------------
Gary A. Beller, Esq. Senior
Executive Vice-President & General
Counsel
/s/ Cheryl D. Martino
Attest:
-------------------------------
Cheryl D. Martino Assistant
Secretary
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the
- ------------------------------------- Board, President,
Robert H. Benmosche and Chief Executive
Officer and
Director (Principal
Executive Officer)
* Vice Chairman of the
- ------------------------------------- Board and Chief
Gerald Clark Investment Officer
* Chairman and Chief
- ------------------------------------- Executive Officer
Harry P. Kamen (Retired)
* Vice-Chairman of the
- ------------------------------------- Board and Chief
Stewart G. Nagler Financial Officer
(Principal
Financial Officer)
* Senior Vice-
- ------------------------------------- President and
Controller
Virginia M. Wilson (Principal
Accounting Officer)
* Director
- -------------------------------------
Curtis H. Barnette
* Director
- -------------------------------------
Joan Ganz Cooney
/s/ Christopher P. Nicholas
*By _________________________________ April 6, 2000
Christopher P. Nicholas, Esq.
Attorney-in-fact
II-3
<PAGE>
Signature Title Date
* Director
- -------------------------------------
Burton A. Dole, Jr.
* Director
- -------------------------------------
James R. Houghton
* Director
- -------------------------------------
Helene L. Kaplan
* Director
- -------------------------------------
Harry P. Kamen
* Director
- -------------------------------------
Charles M. Leighton
* Director
- -------------------------------------
Allen E. Murray
* Director
- -------------------------------------
John J. Phelan, Jr.
* Director
- -------------------------------------
Hugh B. Price
* Director
- -------------------------------------
Robert G. Schwartz
* Director
- -------------------------------------
Ruth J. Simmons, Ph.D.
* Director
- -------------------------------------
William C. Steere, Jr.
/s/ Christopher P. Nicholas
*By _________________________________ April 6, 2000
Christopher P. Nicholas, Esq.
Attorney-in-fact
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amended Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amended Registration Statement to be signed, on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, in the City of New York, State of New York this 6th day of April,
2000.
METROPOLITAN LIFE SEPARATE ACCOUNT
UL
(Registrant)
By: METROPOLITAN LIFE INSURANCE
COMPANY
(Depositor)
(Seal)
/s/ Gary A. Beller
By: _____________________________
Gary A. Beller, Esq. Senior
Executive Vice-President and
General Counsel
/s/ Cheryl D. Martino
Attest: _____________________________
Cheryl D. Martino Assistant
Secretary
II-5
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Metropolitan Life Insurance Company:
We consent to the use in this Post-Effective Amendment No. 3 to the
Registration Statement No. 333-40161 of Metropolitan Life Separate Account UL
on Form S-6 of our report dated March 27, 2000 relating to Metropolitan Life
Separate Account UL appearing in the Prospectus, which is a part of such
Registration Statement, and our report dated February 7, 2000, relating to
Metropolitan Life Insurance Company also appearing in the Prospectus, and to
the reference to us under the heading "Legal, Accounting and Actuarial
Matters" in such Prospectus.
/s/Deloitte & Touche LLP
New York, New York
April 3, 2000
II-6
<PAGE>
Exhibit 1.A(6)(a)
AMENDED AND RESTATED CHARTER OF
METROPOLITAN LIFE INSURANCE COMPANY
Under
Sections 1206 and 7312 of the Insurance Law
and Section 807 of the Business Corporation Law
The undersigned, being the Chairman of the Board, President and Chief
Executive Officer and the Secretary of Metropolitan Life Insurance Company,
respectively, hereby certify that:
1. The name of the corporation is Metropolitan Life Insurance
Company.
2. The corporation was incorporated on May 4, 1866 under the name
"National Travelers Insurance Company." The name of the corporation was changed
to "Metropolitan Life Insurance Company" on March 24, 1868.
3. The Charter of the corporation is hereby amended, as authorized by
Sections 1206 and 7312 of the Insurance Law of New York (the "Insurance Law")
and Section 801 of the Business Corporation Law of New York, in connection with
the reorganization of the corporation from a mutual life insurance company to a
stock life insurance company pursuant to Section 7312 of the Insurance Law (a)
to establish the capital of the corporation in the amount of $10,000,000 and to
authorize shares of Common Stock, par value $.01 per share, as the shares of the
corporation, (b) to change references in the Charter from "mutual" to "stock"
and from "policyholders" to "shareholders", and (c) to eliminate classes of
directors and to provide that each director will be elected for a one-year term.
4. The amendment and restatement of the Charter was authorized by the
affirmative vote of at least two-thirds of all votes cast on ________, 1999 by
policyholders entitled to vote on the plan of reorganization of the corporation
pursuant to Section 7312 of the Insurance Law.
5. The text of the Charter, as amended by the filing of this Amended
and Restated Charter, is hereby restated to read in full as follows:
<PAGE>
ARTICLE I
CORPORATE NAME
The name of the corporation shall continue to be "Metropolitan Life
Insurance Company." The corporation may use, in the transaction of any or all of
its business and affairs in Canada, including the exercise of any or all of its
rights, such name or such name expressed in the French language. Such name when
so expressed shall be "La Metropolitaine, compagnie d'assurance vie."
ARTICLE II
PLACE OF BUSINESS
The corporation shall be located and have its principal place of
business in the Borough of Manhattan, City of New York, County of New York, and
State of New York.
ARTICLE III
ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of the corporation for the
election of directors and for the transaction of such other business as properly
may come before such meeting shall be held on the fourth Tuesday of April, or
otherwise, within 60 days thereafter, as the Board may determine, provided that
the Superintendent of Insurance of the State of New York (or any governmental
officer, body or authority that succeeds the Superintendent as the primary
regulator of the corporation's insurance business under applicable law) is given
notice of the date determined by the Board prior to such date, at such place,
either within or without the State of New York, as may be fixed from time to
time by resolution of the Board and set forth in the notice or waiver of notice
of the meeting.
D-2
<PAGE>
ARTICLE IV
BUSINESS OF THE CORPORATION
The business of the corporation and the kinds of insurance to be
undertaken by it are:
(1) "life insurance," meaning every insurance upon the lives
of human beings, and every insurance appertaining thereto,
including the granting of endowment benefits, additional
benefits in the event of death by accident, additional
benefits to safeguard the contract from lapse, accelerated
payments of part or all of the death benefit or a special
surrender value upon diagnosis (A) of terminal illness
defined as a life expectancy of twelve months or less, or
(B) of a medical condition requiring extraordinary medical
care or treatment regardless of life expectancy, or upon
(C) certification by a licensed health care practitioner
of any condition which requires continuous care for the
remainder of the insured's life in an eligible facility or
at home when the insured is chronically ill as defined by
Section 7702(B) of the Internal Revenue Code and
regulations thereunder, provided the accelerated payments
qualify under Section 101(g)(3) of the Internal Revenue
Code and all other applicable sections of federal law in
order to maintain favorable tax treatment or provide a
special surrender value, upon total and permanent
disability of the insured, and optional modes of
settlement of proceeds. "Life insurance" also includes
additional benefits to safeguard the contract against
lapse in the event of unemployment of the insured. Amounts
paid the insurer for life insurance and proceeds applied
under optional modes of settlement or under dividend
options may be allocated by the insurer to one or more
separate accounts pursuant to Section 4240 of the
Insurance Law;
(2) "annuities," meaning all agreements to make periodical
payments for a period certain or where the making or
continuance of all or some of a series of such payments,
or the amount of any such payment, depends upon the
continuance of human life, except payments made under the
authority of paragraph one hereof. Amounts paid the
insurer to provide annuities and proceeds applied under
optional modes of settlement or under dividend options may
be allocated by the insurer to one or more separate
accounts pursuant to Section 4240 of the Insurance Law;
and
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(3) "accident and health insurance," meaning (i) insurance
against death or personal injury by accident or by any
specified kind or kinds of accident and insurance against
sickness, ailment or bodily injury, including insurance
providing disability benefits pursuant to article nine of
the workers' compensation law, except as specified in item
(ii) hereof; and (ii) non-cancellable disability
insurance, meaning insurance against disability resulting
from sickness, ailment or bodily injury (but excluding
insurance solely against accidental injury) under any
contract which does not give the insurer the option to
cancel or otherwise terminate the contract at or after one
year from its effective date or renewal date.
as heretofore authorized by and under this Charter and paragraphs 1, 2 and 3 of
Section 1113(a) of the Insurance Law; together with such reinsurance business
(in addition to reinsurance of the kinds of insurance business hereinabove
stated) as may be permitted to the corporation by Section 1114 of said Law;
together with such business in which the corporation may be authorized to engage
pursuant to any amendment to paragraphs 1, 2 and 3 of Section 1113(a) or Section
1114 of said Law which may be hereafter adopted; and together with any other
kind or kinds of business to the extent reasonably ancillary or necessarily or
properly incidental to the kinds of insurance business which the corporation is
so authorized to do.
The corporation shall also have the general rights, powers and
privileges now or hereafter granted by the Insurance Law or any other law to
stock life insurance companies having power to do the kinds of business
hereinabove referred to and any and all other rights, powers and privileges of a
corporation, as the same may now or hereafter be declared by applicable law.
ARTICLE V
CORPORATE POWERS
Section 1. The business of the corporation shall be managed under the
direction of its Board, by committees thereof and by such officers and agents as
the Board or such committees may empower.
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Section 2. The Board shall consist of not less than thirteen
directors (except for vacancies temporarily unfilled) nor more than thirty
directors, as may be determined by the Board by resolution adopted by a majority
of the authorized number of directors immediately prior to such determination.
Not less than one- third of the directors shall be persons who are not officers
or employees of the corporation or of any entity controlling, controlled by, or
under common control with the corporation, and who are not beneficial owners of
a controlling interest in the voting stock of the corporation or any such entity
("Outside Directors").
Section 3. The Board shall have power to make and prescribe such
ByLaws, rules and regulations for the transaction of the business of the
corporation and the conduct of its affairs, not inconsistent with the laws of
the State of New York and this Charter as may be deemed expedient, and to amend
or repeal such By-Laws, rules and regulations, except as otherwise provided in
such By-Laws.
Section 4. The Board shall have the power to declare by by-law what
number of directors shall constitute a quorum for the transaction of business;
provided, however, that such number shall be no less than a majority of the
authorized number of directors, at least one of whom shall be an Outside
Director.
Section 5. The Board shall elect or appoint a Chairman, a Chief
Executive Officer, a President, one or more Vice-Presidents, a Chief Financial
Officer, a Secretary, a Treasurer, a Controller and a General Counsel and such
other officers as it may deem appropriate, except that officers of the rank of
Vice-President and below may be elected or appointed by the Compensation
Committee of the Board. Officers shall have such powers and perform such duties
as may be authorized by the By-Laws or by or pursuant to authorization of the
Board or the Chief Executive Officer.
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ARTICLE VI
ELECTION OF DIRECTORS AND OFFICERS
Section 1. The directors of the corporation shall be elected by the
shareholders as prescribed by law and the By-Laws of the corporation. The
officers of the corporation shall be elected or appointed as provided in the
By-Laws of the corporation. Each director shall be at least 18 years old, at all
times a majority of the directors shall be citizens and residents of the United
States and not less than three shall be residents of the State of New York.
Section 2. Vacancies in the Board, including vacancies resulting
from any increase in the authorized number of directors or the removal of any
director, except a removal of a director without cause, shall be filled by a
vote of the Board until the next annual meeting of shareholders of the
corporation, except that if the number of directors then in office is less than
a quorum, such vacancies may be filled by a vote of a majority of directors then
in office.
ARTICLE VII
LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or any of
its shareholders or any of its policyholders for damages for any breach of duty
as a director; provided, however, that the foregoing provision shall not
eliminate or limit:
(i) the liability of a director if a judgment or other final
adjudication adverse to the director establishes that the
director personally gained in fact a financial profit or
other advantage to which he or she was not legally
entitled or establishes that the director's acts or
omissions were in bad faith or involved intentional
misconduct or were acts or omissions (a) which the
director knew or reasonably should have known violated the
Insurance Law or (b) which violated a specific
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standard of care imposed on directors directly, and not by
reference, by a provision of the Insurance Law (or any
regulations promulgated thereunder), or (c) which
constituted a knowing violation of any other law; or
(11) the liability of a director for any act or omission prior
to April 26, 1990.
ARTICLE VIII
STOCK
The amount of capital of the corporation shall be $10,000,000 and
shall consist of 1,000,000,000 authorized shares of Common Stock, par value $.01
per share.
ARTICLE IX
DURATION
The duration of the corporation shall be perpetual.
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AMENDED AND RESTATED
BY-LAWS OF METROPOLITAN LIFE INSURANCE COMPANY
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meetings. The annual meeting of the shareholders
of the corporation for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be held on the
fourth Tuesday of April, or otherwise, within 60 days thereafter, as the Board
may determine, provided that the Superintendent of Insurance of the State of New
York (or any governmental officer, body or authority that succeeds the
Superintendent as the primary regulator of the corporation's insurance business
under applicable law) is given notice of the date determined by the Board prior
to such date, at such place, either within or without the State of New York, as
may be fixed from time to time by resolution of the Board and set forth in the
notice or waiver of notice of the meeting.
Section 1.2 Special Meetings. Special meetings of the shareholders
may be called at any time by the Chief Executive Officer (or, in the event of
such Chief Executive Officer's absence or disability, by the President), or by
the Board. A special meeting shall be called by the Chief Executive Officer (or,
in the event of such Chief Executive Officer's absence or disability, by the
President), or by the Secretary, immediately upon receipt of a written request
therefor by shareholders holding in the aggregate not less than 25% of the
outstanding shares of the corporation at the time entitled to vote at any
meeting of the shareholders, which request shall state the purpose or purposes
of such meeting. If such officers shall fail to call such meeting within 20 days
after receipt of such request, any shareholder executing such request may call
such meeting. Such special meetings of the shareholders shall be held at such
places, within or without the State of New York, as shall be specified in the
respective notices or waivers of notice thereof.
Section 1.3 Notice of Meetings. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the shareholders, and, in the case of a special meeting, the purpose or
purposes for which such meeting is called and by or at whose direction such
notice is being issued, to be given personally or by first class mail, not fewer
than ten nor more than sixty days before the date of the meeting.
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No notice of any meeting of shareholders need be given to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the shareholders need be
specified in a written waiver of notice. The attendance of any shareholder, in
person or by proxy, at a meeting of shareholders shall constitute a waiver of
notice of such meeting, except when the shareholder attends a meeting for the
express purpose of objecting, prior to the conclusion of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 1.4 Quorum. Except as otherwise required by law or by the
Charter, the presence in person or by proxy of the holders of record of a
majority of the votes of shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business at such meeting. When
a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders.
Section 1.5 Voting. Every holder of record of shares entitled to vote
at a meeting of shareholders shall be entitled to one vote for each share
standing in such shareholder's name on the books of the corporation on the
record date set therefor. Except as otherwise required by law or by the Charter
or by Section 1.7 hereof (regarding the election of directors), any corporate
action shall be authorized by a majority of the votes cast in favor of or
against such action by the holder of record of shares represented at any meeting
at which a quorum is present. An abstention shall not constitute a vote cast.
Section 1.6 Proxies. Every shareholder entitled to vote at any
meeting of the shareholders or to express consent to or dissent from corporate
action without a meeting may, in any legally valid manner, authorize another
person or persons to vote at any such meeting and express such consent or
dissent for such shareholder by proxy. No such proxy shall be voted or acted
upon after the expiration of eleven months from the date of such proxy, unless
such proxy provides for a longer period. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except in those cases where applicable
law provides that a proxy shall be irrevocable.
Section 1.7 Election and Term of Directors. The directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting of shareholders. Each director shall hold office until the
expiration of the term for which he or she is elected and until such director's
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal. At each annual meeting of the share holders of
the corporation, at which a quorum is present, the directors shall be elected by
a plurality of the votes cast by the holders of shares entitled to vote in such
election.
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Section 1.8 Organization; Procedure. The Board shall determine whom
from among the officer directors shall preside at the meeting of shareholders.
The order of business and all other matters of procedure at every meeting of
shareholders may be determined by such presiding officer. The Secretary, or in
the event of the Secretary's absence or disability, an Assistant Secretary or,
in the Assistant Secretary's absence, an appointee of the presiding officer,
shall act as Secretary of the meeting.
Section 1.9 Consent of Shareholders in Lieu of Meeting. Whenever the
vote of shareholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, by law, by the Charter or by
these By-Laws, the meeting and vote of shareholders may be dispensed with, if
all of the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Regular Board Meetings. Regular meetings of the Board for
the transaction of any business shall be held at such times and places, either
within or without the State of New York, as may be fixed from time to time by
resolution of the Board; provided, however, that at least one regular meeting of
the Board shall be held in each calendar year. One regular meeting of the Board
in each calendar year shall be designated as the Annual Organization Meeting.
Except as otherwise required by law or these ByLaws, notice of regular meetings
need not be given.
Section 2.2 Special Board Meetings, Waiver of Notice. Special
meetings of the Board shall be held whenever called by the chief executive
officer or by any three directors. Notice of each such special meeting shall be
mailed to each director at such director's residence or usual place of business
or other address filed with the Secretary for such purpose, or shall be sent to
such director by any form of telecommunication, or be delivered or given to such
director personally or by telephone, not later than the second day preceding the
day on which such meeting is to be held. Notice of any meeting of the Board need
not, however, be given to any director who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice. Every such
notice shall state the time, place and purpose of the meeting.
Section 2.3 Participation by Telephone. Any one or more members of
the Board or any committee thereof may participate in any meeting of the Board
or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time.
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Participation by such means shall constitute presence in person at a meeting of
the Board or such committee for quorum and voting purposes.
Section 2.4 Action Without a Meeting. Any action which is required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting if all members of the Board or such committee consent in writing to
the adoption of a resolution authorizing the action; provided, however, that the
Annual Organization Meeting of the Board may not be conducted by such unanimous
written consent. The resolution and the written consents thereto by the members
of the Board or such committee shall be filed with the minutes of the
proceedings of the Board or committee.
Section 2.5 Number, Quorum and Adjournments. The Board shall consist
of not less than thirteen directors (except for vacancies temporarily unfilled)
nor more than thirty directors, as may be determined by the Board by resolution
adopted by a majority of the authorized number of directors immediately prior to
any such determination. The authorized number of directors of the corporation
may be increased or decreased at any time by a vote of the majority of the
authorized number of directors immediately prior to such vote; provided,
however, that no such decrease in the authorized number of directors shall
shorten the term of any incumbent director. Not less than one-third of the
directors shall be persons who are not officers or employees of the corporation
or of any entity controlling, controlled by, or under common control with the
corporation and who are not beneficial owners of a controlling interest in the
voting stock of the corporation or any such entity ("Outside Directors"). At any
meeting of the Board, the presence of at least a majority of the authorized
number of directors, at least one of whom shall be an Outside Director, shall
constitute a quorum for the transaction of business. Except as otherwise
provided by law or these By-Laws, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board. A majority of the directors present, whether or not a
quorum shall be present, may adjourn any meeting. Notice of the time and place
of an adjourned meeting of the Board shall be given if and as determined by a
majority of the directors present at the time of the adjournment.
Section 2.6 Presiding Officer. The Board shall determine whom from
among the officer directors shall preside at meetings of the Board. In the event
of the absence or disability of all such officer directors, the Board shall
select one of its members present to preside.
Section 2.7 Board Vacancies. Any vacancy in the Board, including any
vacancy resulting from any increase in the authorized number of directors or the
removal of any director, except a removal of a director without cause, shall be
filled by a vote of the Board until the next annual meeting of shareholders of
the corporation and until such director's successor shall have been elected and
qualified; provided, however, that if the
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number of directors then in office is less than a quorum, any vacancy may be
filled by a vote of a majority of directors then in office.
ARTICLE III
COMMITTEES
Section 3.1 Standing Committees. The Board shall have the following
standing committees, each consisting of not less than five directors, as shall
be determined by the Board:
Executive Committee
Investment Committee
Compensation Committee
Audit Committee
Nominating and Corporate Governance Committee
Section 3.2 Designation of Members and Chairmen of Standing
Committees. At its first meeting following the annual meeting of shareholders of
the corporation, the Board shall, by resolution adopted by a majority of the
then authorized number of directors, designate from among the directors the
members of the standing committees and from among the members of each such
committee a chairman thereof, which members shall serve as such, at the pleasure
of the Board, so long as they shall continue in office as directors, until the
meeting following the next annual meeting of shareholders of the corporation and
thereafter until the appointment of their successors. Each member of the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee shall be an Outside Director, and not less than one-third
of the members of each other committee shall be Outside Directors. The Board may
by similar resolution designate one or more directors as alternate members of
such committees, who may replace any absent member or members at any meeting of
such committees; provided, however, that the membership of the committee shall
satisfy the preceding sentence following such designation. Vacancies in the
membership or chairmanship of any standing committee may be filled in the same
manner as original designations at any regular or special meeting of the Board,
and the chief executive officer may designate from among the remaining members
of any standing committee whose chairmanship is vacant a chairman who shall
serve until a successor is designated by the Board.
Section 3.3 Notices of Times of Meetings of Standing Committees and
Presiding Officers. Meetings of each standing committee shall be held upon call
of the chief executive officer, or upon call of the chairman of such standing
committee or two members of such standing committee. Meetings of each standing
committee may also be held at such other times as it may determine. Meetings of
a standing committee shall be
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held at such places and upon such notice as it shall determine or as shall be
specified in the calls of such meetings. Any such chairman, if present, or such
member or members of each committee as may be designated by the chief executive
officer, shall preside at meetings thereof or, in the event of the absence or
disability of any thereof or failing such designation, the committee shall
select from among its members present a presiding officer.
Section 3.4 Quorum. At each meeting of any standing committee there
shall be present to constitute a quorum for the transaction of business at least
a majority of the members but in no event less than three members, at least one
of whom shall be an Outside Director. Subject to the preceding sentence, any
alternate member who is replacing an absent member shall be counted in
determining whether a quorum is present. The vote of a majority of the members
present at a meeting of any standing committee at the time of the vote, if a
quorum is present at such time, shall be the act of such committee.
Section 3.5 Standing Committee Minutes. Each of the standing
committees shall keep minutes of its meetings which shall be reported to the
Board at its regular meetings and, if called for by the Board, at any special
meeting.
Section 3.6 Executive Committee. The Executive Committee shall make
recommendations to the Board with respect to the policyholder dividend and
surplus policies and practices of the corporation and, during the intervals
between meetings of the Board, except as otherwise provided in Section 3.12,
shall have and may exercise the authority of the Board in the management of the
property, business and affairs of the corporation, including the authority to
declare dividends in respect of the corporation's stock.
Section 3.7 Investment Committee. The Investment Committee, subject
to and as may be provided in any resolution of the Board, shall have and may
exercise the authority of the Board with respect to the management of the assets
of the corporation, including purchases and sales thereof, the manner of
designating depositaries for all monies received by the corporation, which shall
be deposited in the name of the corporation, and the manner of disposition of
the funds of the corporation so deposited.
Section 3.8 Compensation Committee. The Compensation Committee shall
recommend to the Board the selection of all principal officers (as determined by
the Committee) and such other officers as the Committee may determine to elect
or appoint as officers, shall evaluate the performance and recommend to the
Board the compensation of such principal officers and such other officers as the
Committee may determine, and shall recommend to the Board any plan to issue
options for the purchase of shares of the corporation's stock to its officers or
employees. Except as otherwise provided in any resolution of the Board, the
Committee shall have and may exercise all the authority of the Board with
respect to compensation, benefits and personnel administration of the
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employees of the corporation and may elect or appoint officers as provided in
Section 4.2 of these By-Laws.
Section 3.9 Audit Committee. The Audit Committee shall have and may
exercise the authority of the Board: to recommend to the Board the selection of
the corporation's independent certified public accountants; to review the scope,
plans and results relating to the internal and external audits of the
corporation and its financial statements; and to review the financial condition
of the corporation. Except as otherwise provided in any resolution of the Board,
the Committee shall have and may exercise the authority of the Board: to monitor
and evaluate the integrity of the corporation's financial reporting processes
and procedures; to assess the significant business and financial risks and
exposures of the corporation and to evaluate the adequacy of the corporation's
internal controls in connection with such risks and exposures, including, but
not limited to, accounting and audit controls over cash, securities, receipts,
disbursements and other financial transactions; and to review the corporation's
policies on ethical business conduct and monitor compliance therewith.
Section 3.10 Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee shall nominate candidates for
Director for election by shareholders and for filling vacancies on the Board,
and may recommend to the Board any plan to issue options for the purchase of
shares of the corporation's stock to its non-employee directors. Except as
otherwise provided in any resolution of the Board, the Committee shall review
and make recommendations to the Board with respect to the organization,
structure, size, composition and operation of the Board and its Committees,
including, but not limited to, the compensation for non-employee directors and
shall review and make recommendations with respect to other corporate governance
matters and matters that relate to the corporation's status as a member of a
publicly-traded group of companies.
Section 3.11 Special Committees. The Board may, by resolution adopted
by a majority of the then authorized number of directors, designate special
committees, each consisting of three or more directors of the corporation, which
committees, except as otherwise prescribed by law or by Section 3.12, shall have
and may exercise the authority of the Board to the extent provided in the
resolutions designating such committees. Nothing herein shall be deemed to
prevent the chief executive officer from appointing one or more special
committees of directors for the purpose of advising the chief executive officer;
provided, however, that no such committee shall have or may exercise any
authority of the Board.
Section 3.12 Limitations of the Authority of Committees.
Notwithstanding any other provisions of these By-Laws, no committee shall have
authority as to the following matters:
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(1) the submission to shareholders of any action that needs
shareholder approval under applicable law;
(2) the filling of vacancies in the Board or in any committee;
(3) the fixing of compensation of the directors for serving on the
Board or on any committee;
(4) the amendment or repeal of these By-Laws or adoption of new
By-Laws; and
(5) the amendment or repeal of any resolution of the Board which by
its terms shall not be so amendable or repealable.
ARTICLE IV
OFFICERS
Section 4.1 Chief Executive Officer. The Board shall determine whom
from among the officer directors shall act as Chief Executive Officer.
Subject to the control of the Board and to the extent not otherwise
prescribed by these By-Laws, the Chief Executive Officer shall supervise the
carrying out of the policies adopted or approved by the Board, shall manage the
business of the Company and shall possess such other powers and perform such
other duties as may be incident to the office of chief executive officer.
Section 4.2 Other Officers. In addition to the Chief Executive
Officer, the Board shall elect or appoint a Chairman, a President, one or more
Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a
Controller and a General Counsel, and such other officers as it may deem
appropriate, except that officers of the rank of Vice-President and below may be
elected or appointed by the Compensation Committee of the Board. Officers other
than the Chief Executive Officer shall have such powers and perform such duties
as may be authorized by these By-Laws or by or pursuant to authorization of the
Board or the Chief Executive Officer.
All officers shall hold office at the pleasure of the Board.
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ARTICLE V
EXECUTION OF PAPERS
Section 5.1 Instruments. Any officer, or any employee or agent
designated for the purpose by the Chief Executive Officer, or a designee of the
Chief Executive Officer, shall have power to execute all instruments in writing
necessary or desirable for the corporation to execute in the transaction and
management of its business and affairs (including, without limitation, contracts
and agreements, transfers of bonds, stocks, notes and other securities, proxies,
powers of attorney, deeds, leases, releases, satisfactions and instruments
entitled to be recorded in any jurisdiction, but excluding, to the extent
otherwise provided for in these By-Laws, authorizations for the disposition of
the funds of the corporation deposited in its name and policies, contracts,
agreements, amendments and endorsements of, for or in connection with insurance
or annuities) and to affix the corporate seal.
Section 5.2 Disposition of Funds. All funds of the corporation
deposited in its name shall be subject to disposition by check or other means,
in such manner as the Investment Committee may determine.
Section 5.3 Policies. All policies, contracts, agreements, amendments
and endorsements, executed by the corporation as insurer, of, for or in
connection with insurance or annuities shall bear such signature or signatures
of such officer or officers as may be designated for the purpose by the Board.
Section 5.4 Facsimile Signatures. All instruments necessary or
desirable for the corporation to execute in the transaction and management of
its business and affairs, including those set forth in Sections 5.2 and 5.3 of
these By-Laws, may be executed by use of or bear facsimile signatures as and to
the extent authorized by the Board or a committee thereof or the chief executive
officer. If any officer or employee whose facsimile signature has been placed
upon any form of instrument shall have ceased to be such officer or employee
before an instrument in such form is issued, such instrument may be issued with
the same effect as if such person had been such officer or employee at the time
of its issue.
ARTICLE VI
CAPITAL STOCK
Section 6.1 Certificates of Shares. Every holder of shares in the
corporation shall be entitled to have a certificate (unless such shares shall be
uncertificated shares) signed by, or in the name of the corporation by (i) the
Chairman of the Board, the President or a Vice-President, and (ii) by the
Treasurer or an Assistant Treasurer, or the
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Secretary or an Assistant Secretary, certifying the number of shares owned by
him or her in the corporation. Such certificate shall be in such form as the
Board may determine, to the extent consistent with applicable provisions of law,
the Charter and these By-Laws. Within a reasonable time after the issuance of
uncertificated shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates.
Section 6.2 Lost, Stolen or Destroyed Certificates. The Board may
direct that a new certificate be issued in place of any certificate previously
issued by the corporation alleged to have been lost, stolen or destroyed, upon
delivery to the Board of an affidavit of the owner or owners of such
certificate, setting forth such allegation. The Board may require the owner of
such lost, stolen or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate.
Section 6.3 Transfers of Stock; Registered Shareholders. Shares of
stock of the corporation shall be transferable only upon the books of the
corporation kept for such purpose upon surrender to the corporation or its
transfer agent or agents of a certificate (unless such shares shall be
uncertificated shares) representing shares, duly endorsed or accompanied by
appropriate evidence of succession, assignment or authority to transfer. Within
a reasonable time after the transfer of uncertificated shares, the corporation
shall send to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates.
The Board, subject to these By-laws, may make such rules, regulations
and conditions as it may deem expedient concerning the subscription for, issue,
transfer and registration of, shares of stock. Except as otherwise provided by
law, the corporation, prior to due presentment for registration of transfer, may
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and otherwise to exercise all the rights and powers of
an owner.
Section 6.4 Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
or corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action.
Section 6.5 Transfer Agent and Registrar. The Board may appoint one
or more transfer agents and one or more registrars, and may require all
certificates representing
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shares to bear the signature of any such transfer agents or registrar. The same
person may act as transfer agent and registrar for the corporation.
Section 6.6 Dividends. Subject to any applicable provisions of law
and the Charter, dividends or other distributions upon the outstanding shares of
the corporation may be declared by the Board at any regular or special meeting
of the Board, or by the Executive Committee as provided in Section 3.6, and any
such dividend or distribution may be paid in cash, property, bonds or shares of
the corporation, including the bonds or shares of other corporations, except as
limited by applicable law.
ARTICLE VII
GENERAL
Section 7.1 Indemnification of Directors and Officers. To the full
extent permitted by the laws of the State of New York, the corporation shall
indemnify any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such person,
or such person's testator or intestate,
(1) is or was a director or officer of the corporation, or
(2) serves or served another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity at the request of the corporation, and also is or was a
director or officer of the corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred
in connection with or as a result of such action or
proceeding, or any appeal therein.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Section 8.1 Amendments. These By-Laws or any of them may be amended,
altered or repealed by the Board at any regular or special meeting if written
notice setting forth the proposed amendment, alteration or repeal shall have
been mailed to all directors at least five days before the meeting or upon the
affirmative vote by the holders of a majority of the outstanding shares;
provided, however, that Section 7.1 of these By-Laws may not be amended, altered
or repealed by the Board or the shareholders so as to affect adversely any then
existing rights of any director or officer.
G-11
Amended and Restated By-Laws
Metropolitan Life Insurance Company
<PAGE>
Metropolitan Life Insurance Company Exhibit 5
One Madison Avenue, New York, NY 10010-3690
212 578-2211
April 4, 2000
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Dear Sirs:
This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 3 to Registration Statement No. 33-40161 on Form S-6
("Registration Statement") which covers premiums received under the Equity
Options offered by Metropolitan Life Insurance Company ("MLIC") in each State
where they have been approved by appropriate State insurance authorities. As a
Vice-President and Actuary of MLIC, I have reviewed the Equity Options forms and
I am familiar with the Registration Statement and Exhibits thereto. In my
opinion the illustrations of Equity Options death benefits, cash values and cash
surrender values in Exhibit 1(A)(5)(d) included in the Registration Statement,
based on the assumptions stated therein, are consistent with the provisions of
the Equity Options forms. The rate structure of each Equity Options form has
not been designed so as to make the relationship between premiums and benefits,
as shown in these illustrations appear to be correspondingly more favorable to a
prospective purchaser of the Equity Options for males age 40, than to
prospective purchasers of Equity Options for a male at other ages or for a
female.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Legal, Accounting
and Actuarial Matters" in the Prospectuses.
Very truly yours,
/s/Marian Zeldin
----------------
Marian Zeldin
Vice-President and
Actuary
