SecProbe.io

CORRESP
1
filename1.htm

corresp

July 31, 2009

Mr. Jeffrey Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    MetLife, Inc.

    Form 10-K for the fiscal year ended December 31, 2008

    Definitive Proxy statement filed March 31, 2009

    File No. 001-15787

Dear Mr. Riedler:

This letter sets forth the response of MetLife, Inc. (the “Company”) to the comments contained in
your letter dated June 10, 2009 regarding the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 and Definitive Proxy Statement filed March 31, 2009 (the “Proxy
Statement”).

Compensation Discussion and Analysis

    1.

    We note your response to comment 1. Disclosure of your Corporate and the NEO
individual goals and the extent to which these goals were achieved should be presented in
the Compensation Discussion and Analysis in either your Form 10-K or your proxy statement.
Additionally, the discussion should clarify the extent to which the goals were achieved
and how this information was used to determine compensation. Therefore, you should
discuss how the maximum amount available for AVIP awards is determined and that each
individual’s award is discretionary and determined by the Compensation Committee. Please
provide us with draft disclosure to show us how you intend to present this information for
the year ended December 31, 2009.

Mr. Jeffrey Riedler

July 31, 2009

page 2

Response to Comment #1

The Company’s Compensation Committee (the “Committee”) will approve any amount available for 2009
AVIP awards, and any individual AVIP awards, early in 2010. The Committee retains complete
discretion to determine the aggregate amount available for all awards, as well as the amount of
each individual award.

1. Individual AVIP Awards; Named Executive Officer Goals and Achievements. Our
Compensation Discussion and Analysis will continue to disclose, as applicable, that the
Compensation Committee determines individual AVIP awards in its discretion using its judgment of
all of the factors it determines relevant as a whole, and not by using a formula.

In order to provide the most useful and clear example of how our future disclosure will present the
Named Executive Officers’ goals and the extent to which these goals were achieved, we are providing
draft disclosure based on Executive Group members’ key financial goals and performance for 2008,
and our Chief Executive Officer’s non-financial goals and performance for 2008.

The Executive Group members’ key financial goals for 2008 included Operating Earnings,
Earnings Per Share and Return on Equity, as set forth in the Company’s business plan.
Under the leadership of Mr. Henrikson and the Executive Group, the Company achieved the
Operating Earnings, Earnings Per Share, and Return on Equity in 2008 compared below to the
Company’s results for 2007. The Compensation Committee considered these results in
determining the Named Executive Officers’ AVIP awards, which were lower for 2008 than they
had been for 2007 and 2006.

    2008

    2008
Results

    Business
Plan

    2007
 Results

    Operating Earnings
($ billions)

    $
    2.736

    $
    4.515

    $
    4.570

    Earnings Per Share

    $
    3.67

    $
    6.10

    $
    6.00

    Return on Equity

    8.0
    %

    13.3
    %

    14.6
    %

* * *

The Executive Group members’ key non-financial goals for 2008 included: strategic growth
initiatives; financial and risk management; talent management and succession planning to sustain
leadership excellence and to attract and retain associates to provide future senior leadership;
effective investor and customer relations to assure that MetLife is recognized as a leader in its
industry; and effective associate communications to convey MetLife’s strategic objectives and

Mr. Jeffrey Riedler

July 31, 2009

page 3

values and to promote ethical standards of business conduct. Additional information on
individual Named Executive Officers’ non-financial goals is below. In the second half of
2008, the economic and business conditions in which the Company operates radically changed.
As a result, the Named Executive Officers’ response to new challenges not reflected in
their goals determined earlier in the year took on an increased importance. In determining
the Named Executive Officers’ 2008 AVIP awards, the Compensation Committee considered each
Named Executive Officer’s achievements toward meeting or exceeding non-financial goals.
The Compensation Committee also considered each Named Executive Officer’s accomplishments
relating to changed business conditions.

For 2008, a key non-financial goal for Mr. Henrikson was to refine and implement strategic
initiatives to sustain financial strength and business and operational excellence, drive
growth, and enhance long-term shareholder value. Mr. Henrikson’s previously determined
goals for 2008, set at the beginning of the year, did not address the new challenges that
later arose during the year. Those challenges called for performance and achievements not
addressed by the earlier-established goals. Despite adverse economic and financial
conditions in 2008, under Mr. Henrikson’s leadership, MetLife achieved notable positive
financial results, including top line growth of almost 11%, positive net income for the
year, and maintaining its common stock dividend at the same level as 2007. However, the
Company’s stock price suffered declines similar to other insurance and financial services
firms.

Beginning in September, Mr. Henrikson heightened the Company’s focus on capital strength
and liquidity, successfully raising $2.3 billion in a public offering of common stock in
which approximately 40% of those participating were existing shareholders, while taking
steps to reduce the Company’s operating expenses. At the same time, Mr. Henrikson further
strengthened the Company’s risk management policies and procedures and introduced enhanced
capital and liquidity stress testing protocols. With a view toward the future, Mr.
Henrikson continued to focus on executive development and succession planning throughout
the senior leadership levels.

Mr. Henrikson’s goals continued to include senior executive leadership development through
development of succession plans to promote and sustain leadership excellence. Mr.
Henrikson’s objectives also included effective communications to associates on strategic
objectives, the Company’s values and commitment to ethical standards of business conduct
and compliance with laws, as well as effective communication with investors and customers
and continued communication with government, media, regulators, and industry
representatives to ensure that the Company is recognized as an industry leader.

Mr. Jeffrey Riedler

July 31, 2009

page 4

The Compensation Committee considered Mr. Henrikson’s achievements toward meeting or
exceeding his non-financial goals in light of changing business conditions through the
year. The Committee also considered Mr. Henrikson’s achievements in response to new
challenges that arose during the year. The Committee concluded that Mr. Henrikson’s
achievements met the Committee’s performance expectations in light of the vastly changed
financial landscape. The Committee also considered that the radically changed financial
conditions were responsible for Mr. Henrikson not achieving all of the goals that were
contemplated at the beginning of the year.

2. Maximum Aggregate Amount Available for All AVIP Awards. Because we anticipate that the
method for determining the aggregate amount available for all AVIP awards for 2009, if any, will
differ from the method used for awards for 2008, we are describing the method we currently
anticipate the Committee will use for AVIP awards for 2009.

We currently anticipate that the calculation of the aggregate amount available for 2009 will be
based on the Company’s Operating Earnings for 2009 compared to the Company’s business plan.
Achievement of the business plan target Operating Earnings would result in an aggregate amount
available for awards that is equal to the total target planning amount of all awards (the “Planning
Target”). For each 1% by which the Company’s Operating Earnings are above or below the business
plan target, the aggregate amount available would be adjusted up or down by 1% of the Planning
Target. For this purpose, Operating Earnings would be adjusted by eliminating the impact of the
Company’s after-tax variable investment income available to common shareholders to the extent that
such income is more than 10% higher or lower than the business plan target. In addition, the
aggregate amount available may be augmented if the Company’s Return on Equity for 2009 exceeds the Company’s
business plan.

If the Company’s Operating Earnings do not exceed 40% of the business plan target, we currently
anticipate that no AVIP awards would be made. We also anticipate that the aggregate amount
available, regardless of the application of the calculations described above, will be capped at
165% of the Planning Target.

The Company’s 2010 proxy statement will describe the foregoing method for determining the aggregate
amount available for all AVIP awards. The proxy statement will also provide any required
definitions and reconciliations of non-GAAP financial measures to the closest GAAP financial
measure.

*****

We acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Jeffrey Riedler

July 31, 2009

page 5

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

If we may be of assistance in answering any questions that may arise in connection with the staff’s
review of our response letter, please call me at (212) 578-2600.

Sincerely,

Richard S. Collins

Senior Chief Counsel

cc: C. Robert Henrikson