DECEMBER 5, 2013
METROPOLITAN LIFE INSURANCE COMPANY
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FILE NO. 333-191420
MEMORANDUM RESPONDING TO COMMISSION STAFF WRITTEN COMMENTS
DATED NOVEMBER 27, 2013
PURSUANT TO COMMISSION RELEASE NO. 33-5231, MARCH 2, 1972
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Set out below are responses to written comments (Nos. 1 and 8) received from
Sonny Oh of the Securities and Exchange Commission ("Commission") staff on
November 27, 2013 relating to the initial registration statement (the
"Registration Statement") under the Securities Act of 1933 (the "1933 Act")
on Form S-3 filed with the Commission by Metropolitan Life Insurance Company
("MLIC") on September 27, 2013 for the Registered Fixed Account Option
contracts ("RFAO"). MetLife is responding to the remainder of the comments
in due course under separate cover.
1. STAFF COMMENT (GENERAL):
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AS OUTLINED IN GENERAL INSTRUCTION 1 OF FORM S-3, PLEASE EXPLAIN TO THE
STAFF IN DETAIL THE BASIS UPON WHICH THE COMPANY IS ELIGIBLE TO FILE ITS
REGISTRATION STATEMENT ON FORM S-3.
RESPONSE: General Instruction I. Eligibility Requirements for Use of
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Form S-3 requires that both the registrant and the transaction satisfy
certain conditions in order for a registrant to be eligible to use Form S-3
to register securities under the 1933 Act. MLIC believes that interests in
RFAO may be registered on Form S-3 because both the registrant and the
transaction satisfy the eligibility requirements for the use of the form.
Pursuant to General Instruction I.C.2., if the registrant is a
majority-owned subsidiary, security offerings may be registered on Form S-3
if the parent of the registrant-subsidiary meets the registration
requirements set forth in General Instruction I.A. and the conditions of the
transaction requirement under General Instruction I.B.2. are met. MLIC, the
registrant, is a wholly-owned subsidiary of MetLife, Inc. MLIC's parent,
MetLife, Inc., satisfies the registrant requirements set forth in General
Instruction I.A. First, the registrant's parent must be organized under the
laws of the United States and have its principal business operations in the
United States or its territories. MetLife, Inc. is a Delaware corporation
incorporated in 1999 and its home office is located at 200 Park Avenue, New
York, New York.
Second, the registrant's parent must have a class of securities registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") or a class of equity securities registered pursuant to
Section 12(g) of the Exchange Act or be required to file reports pursuant to
Section 15(d) of the Exchange Act. MetLife, Inc. has a class of equity
securities registered pursuant to Section 12(b) of the Exchange Act (SEE
SEC. File No. 001-15787).
Third, the registrant's parent must be subject to the requirements of
Section 12 or 15(d) of the Exchange Act and have filed all the material
required to be filed pursuant to Section 12, 14 or 15(d) for a period of at
least twelve calendar months immediately preceding the filing of the
Registration Statement. MetLife, Inc. has been the subject to the filing
requirements of Section 15(d) of the Exchange Act and has filed all the
material and reports required by Section 15(d) in a timely manner for a
period of at least twelve calendar months immediately preceding the filing
of this registration statement.
Finally, as per the requirements of Items 5 and 8 of General Instruction
I.A. of Form S-3, (i) neither MetLife, Inc. nor any of its consolidated or
unconsolidated subsidiaries have failed to pay any dividend on preferred
stock or defaulted in a material way on any debt or rental payments since
the end of the last fiscal year for which certified financial statements
were included in a report filed Section 15(d) of the Exchange Act and
(ii) during the twelve calendar months preceding the filing of the
Registration Statement, MetLife, Inc. complied with Rule 405 of
Regulation S-T.
In addition to the foregoing requirements that must be satisfied by the
registrant's parent to use Form S-3, the security offering must satisfy
General Instruction I.B.2.in order to be Registered on Form S-3. MLIC
believes that offering interests in RFAO, an insurance contract with a
market value adjustment feature, qualifies as a primary offering of
non-convertible securities, other than common equity, offered for cash as
described in General Instruction I.B.2. Further, as a wholly-owned
subsidiary of a well-known seasoned issuer, MetLife, Inc., MetLife satisfies
paragraph (iii) of General Instruction I.B.2. A number of insurance
companies, including MLIC's affiliate MetLife Insurance Company of
Connecticut, have registered insurance contracts with market value
adjustment features, pursuant to General Instruction I.B.2. (SEE SEC File
Nos. 333-178889 and 333-178886 for examples).
8. STAFF COMMENT (INFORMATION INCORPORATED BY REFERENCE - PAGE 17):
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ITEM 12(A)(1) OF FORM S-3 SPECIFICALLY REQUIRES THAT THE COMPANY'S FORM 10-K
BE INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT. PLEASE EXPLAIN
THE LEGAL BASIS FOR INCORPORATING BY REFERENCE TO THE COMPANY'S RECENTLY
FILED FORM 10 INSTEAD.
IF LEGALLY PERMISSIBLE, PLEASE IDENTIFY ANY FORM 10-K DISCLOSURE ITEM THAT
HAS NO CORRESPONDING FORM 10 DISCLOSURE ITEM AND EXPLAIN HOW THE DISCLOSURE
WAS OTHERWISE PROVIDED.
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RESPONSE: Item 12(a)(1) of Form S-3 requires that the registrant's latest
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annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the
Exchange Act that contains financial statements for the registrant's latest
financial year for which a Form 10-K was required to be filed be
specifically incorporated by reference into the prospectus. In accordance
with the SEC staff no-action letter issued to Allstate Life Insurance
Company ("Allstate") (SEE Allstate Life Insurance Company SEC No-Action
Letter, Aug. 23, 2002), MLIC has incorporated by reference its Form 10
registration statement in lieu of Form 10-K because to date, MLIC has not
been required to file a Form 10-K. MLIC has registered a class of equity
securities on Form 10 pursuant to Section 12(g) of the Exchange Act (SEE SEC
File No. 000-55029) and became subject to the filing requirements of
Section 15(d) of the Exchange Act when the Form 10 went effective on
October 27, 2013. MLIC anticipates filing its first Form 10-K by the end of
March 2014.
In the Allstate no-action letter, the SEC staff granted no-action relief
permitting Allstate's registration statement on Form 10 under the Exchange
Act to be incorporated by reference into a registration statement on
Form S-3. Like MLIC, Allstate at the time was a wholly owned subsidiary, had
voluntarily filed a Form 10 registration statement to register its common
stock under Section 12(g) of the Exchange Act, was registering an insurance
contract with a market-adjustment feature on Form S-3 pursuant to General
Instruction 1.C. and had not to date been required to file a Form 10-K. The
incorporation by reference to Form 10 was an interim measure that was
necessary only because Allstate had not been previously subject to the
Form 10-K requirement. Allstate began incorporating its Form 10-K once it
filed its first Form 10-K. Like Allstate, MLIC will incorporate by reference
its Form 10-K instead of Form 10 after MLIC files its first Form 10-K by the
end of March 2014. MLIC has updated the language in the prospectus in the
Amendment to incorporate the most recently amended Form 10, filed on
November 13, 2013 as well as Form 10-Q filed on November 13, 2013.
As requested by the SEC staff, the following table sets forth any Form 10-K
disclosure item that has no corresponding Form 10 disclosure item and
addresses why MLIC did not provide the disclosure. It should be noted that
the Allstate no-action letter did not mandate as a condition of no-action
relief that Allstate provide any disclosures that were required by
Form 10-K, an annual report, and not Form 10, an initial registration
statement. Furthermore, pursuant to the Division of Corporation Finance
Compliance and Disclosure Interpretations, Exchange Act Forms, Question
103.01 (Jul. 8, 2011), MLIC has omitted certain information from the Form 10
because it is a wholly-owned subsidiary that meets the requirements set
forth in Instruction I to Form 10-K. The table below addresses only those
items which MLIC would not be permitted to omit from its Form 10-K filing.
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FORM 10-K ITEM WITHOUT A CORRESPONDING
FORM 10 REQUIREMENT REASON DISCLOSURE NOT PROVIDED
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Item 1B. Unresolved Staff Comments There are no unresolved staff comments
regarding MLIC's periodic or current
reports under the Exchange Act to be
disclosed.
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Item 4. Mine Safety Disclosures This disclosure is not applicable to
MLIC, an insurance company.
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Item 5(c). (repurchase disclosures) There have been no share repurchases
to date by MLIC.
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Item 9A. Controls and Procedures (Item The disclosure items required by Item
307 and 308 of Reg. S-K) 307 and 308 of Regulation S-K do not
apply to Form 10 because Form 10 is an
initial registration statement under
the Exchange Act, rather than a
periodic report. MLIC's third quarter
Form 10-Q, filed November 13, 2013,
includes management's evaluation of
disclosure controls and procedures for
the third quarter only, and does not
include an assessment of internal
controls over financial reporting,
which is required only after a
registrant has filed or has been
required to file an annual report for
the prior year. MLIC will include this
assessment in its first Form 10-K to
be filed by the end of March 2014.
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Item 9B. Other Information (requires MLIC's third quarter 10-Q had the same
disclosure of information required to requirement for that quarter, but
be disclosed in a Form 8-K during the there was nothing to disclose, so
fourth quarter of the applicable year, there is no disclosure gap.
but was not reported.)
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FORM 10-K ITEM WITHOUT A CORRESPONDING
FORM 10 REQUIREMENT REASON DISCLOSURE NOT PROVIDED
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Item 14. Principal Accounting Fees and MLIC did not provide this disclosure
Services (Disclosure of audit and because (i) MLIC is a wholly owned
tax-related fees and services for the subsidiary and its auditors are
past 2 years.) appointed by the Audit Committee of
the Board of Directors of MetLife,
Inc. RFAO contract holders do not vote
to ratify the appointment of auditors
of MetLife, Inc. or its subsidiaries -
therefore the disclosure would be of
no relevance to purchasers of RFAO;
(ii) the disclosure will be included
in the Form 10-K filed by MLIC by the
end of March 2014; and (iii) MLIC has
not historically maintained
entity-specific data in response to
this item because prior to this year,
MLIC was not an Exchange Act reporting
company.
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