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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO________
COMMISSION FILE NUMBER 000-30195
METLIFE POLICYHOLDER TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-6516897
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DE 19890
(302) 651-1000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
BENEFICIAL INTERESTS IN THE METLIFE POLICYHOLDER TRUST
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of February 28, 2005, 317,387,457March 27, 2006, 294,186,854 Trust Interests were outstanding. The
Trust Interests are not transferable except in limited circumstances and have no
market value.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE.
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TABLE OF CONTENTS
PAGE
NUMBER
------
PART I
Item 1. Business 4Business.................................................... 3
Item 1A. Risk Factors................................................ 6
Item 1B. Unresolved Staff Comments................................... 7
Item 2. PropertiesProperties.................................................. 7
Item 3. Legal Proceedings 7Proceedings........................................... 8
Item 4. Submission of Matters to a Vote of Security Holders 7Holders......... 8
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity SecuritiesSecurities........... 8
Item 6. Selected Financial DataData..................................... 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of OperationsOperations................................... 10
Item 7A. Quantitative and Qualitative Disclosures About Market
RiskRisk........................................................ 11
Item 8. Financial Statements and Supplementary DataData................. 12
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 19Disclosure.................................... 13
Item 9A. Controls and Procedures 19Procedures..................................... 13
Item 9B. Other Information 19Information........................................... 13
PART III
Item 10. Directors and Executive Officers of the Registrant 20Registrant.......... 13
Item 11. Executive Compensation 20Compensation...................................... 13
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 20Matters.................. 13
Item 13. Certain Relationships and Related Transactions 20Transactions.............. 13
Item 14. Principal Accountant Fees and Services 20Services...................... 13
PART IV
Item 15. Exhibits and Financial Statement Schedules 22
SIGNATURES 23Schedules.................. 14
SIGNATURES............................................................ 15
EXHIBIT INDEX 24INDEX......................................................... E-1
2
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains statements
which constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements relating to
trends in the operations and financial results of the Registrant, as well as
other statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend" and other similar expressions. Forward-looking
statements are made based upon management's current expectations and beliefs
concerning future developments and their potential effects on the MetLife
Policyholder Trust (the "Trust").Trust. Such forward-looking statements are not guarantees of future
performance. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
32
PART I
ITEM 1. BUSINESS.
The MetLife Policyholder Trust (the "Trust") was established under the
Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization
(the "Plan") and pursuant to the MetLife Policyholder Trust Agreement, dated as
of November 3, 1999, by and among Metropolitan Life, MetLife, Inc. (the "Holding
Company"), Wilmington Trust Company (not in its individual capacity, but solely
as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services
LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"),
as amended on November 8, 2001 (the "Trust Agreement"), in connection with the
conversion of Metropolitan Life from a mutual life insurance company to a stock
life insurance company. The Trust is a single-purpose trust that does not engage
in any business or activity other than voting and holding the Trust Shares (as
defined below) and certain closely related activities, such as distributing cash
dividends. The Trust has no employees.
Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the shares of Common Stock issued to
the Trust (the "Trust Shares") for the benefit of the Trust Eligible
Policyholders and permitted transferees (collectively, the "Beneficiaries"). The
Trust Shares are held in the name of the Trustee, on behalf of the Trust, which
has legal title over the Trust Shares. The Beneficiaries do not have legal title
to any part of the assets of the Trust. The Trust Interests represent undivided
fractional interests in the Trust Shares and other assets of the Trust
beneficially owned by a Trust Beneficiary through the Custodian. On April 7,
2000, the date of demutualization of Metropolitan Life, the Holding Company
distributed to the Trust 494,466,664 shares of Common Stock for the benefit of
policyholders of Metropolitan Life. At December 31, 2004, withdrawalsWithdrawals by Beneficiaries of Trust
Shares, transactions by Beneficiaries under the Purchase and Sale Program (as
defined below), and escheatment of unclaimed Trust Shares resulted in a decrease
in the number of Trust Shares from 321,314,794 in 2004 to 321,314,794.298,777,053 in 2005.
A Trust Interest entitles the Beneficiary to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through a purchase and sale
program established by the Holding Company pursuant to the Plan (the "Purchase
and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares; and
(v) instruct the Trustee to vote the Trust Shares on certain matters, each as
further described in and limited by the terms of the Trust Agreement. The
Trustee has no beneficial interest in the Trust Shares.
As a general rule, Beneficiaries are prohibited from selling, assigning,
transferring, encumbering, or granting any option or any other interest in their
Trust Interests; however, Trust Interests may be transferred:
(i) from the estate of a deceased Beneficiary to one or more
beneficiaries taking by operation of law or pursuant to testamentary
succession;
(ii) to the spouse or issue of a Beneficiary or to an entity selected
by a Beneficiary, provided that transfers to such entity are deductible for
federal income, gift and estate tax purposes under Sections 170, 2055 and
2522 of the Internal Revenue Code of 1986, as amended, or to a trust
established for the exclusive benefit of one or more of the following: (x)
Beneficiaries, (y) individuals described in this clause (ii), or (z)
entities described in this clause (ii);
(iii) to a trust established to hold Trust Interests on behalf of an
employee benefit plan;
(iv) if the Beneficiary is not a natural person, by operation of law
to the surviving entity upon the merger or consolidation of such
Beneficiary into another entity, to the purchaser of substantially all the
assets of such Beneficiary or to the appropriate persons upon the
dissolution, termination or winding up of such Beneficiary;
3
(v) by operation of law as a consequence of the bankruptcy or
insolvency of such Beneficiary or the granting of relief to such
Beneficiary under the Federal bankruptcy laws; or
(vi) from a trust holding an insurance policy or annuity contract on
behalf of the insured person under such policy or contract, to those
persons to whom Trust Interests are required to be so transferred pursuant
to the terms of such trust.
4
In addition, if the Board of Directors of the Holding Company determines, based
on the advice of legal counsel, that there is, at any time, a material risk that
the assets of the Trust may be characterized as "plan assets" under United
States Department of Labor Reg. Section 2510.3-101, as amended, the Board may
direct the Trustee to distribute to the Custodian, for distribution to one or
more Beneficiaries, a number of Trust Shares (not to exceed the total number of
such Beneficiaries' Trust Interests) as the Board may determine to be necessary
or appropriate to ensure that the assets of the Trust will not be so
characterized as "plan assets."
A transferee of Trust Interests will become subject to the Trust Agreement.
Trust Interests are held in the name of the Custodian, which keeps a record of
the Trust Interests of the Beneficiaries on a book-entry system maintained by
the Custodian. The Trust Interests are not represented by certificates or other
evidences of ownership.
Beneficiaries may instruct the program agent for the Purchase and Sale
Program to withdraw their allocated shares from the Trust for sale through the
Purchase and Sale Program. Beneficiaries holding a number of Trust Interests
that is less than 1,000 are also entitled to purchase in the Purchase and Sale
Program additional shares of Common Stock to be deposited in the Trust and
allocated to the Beneficiary, subject to the limitation that, after such
purchase, the Beneficiary will hold no more than 1,000 Trust Interests, and
further, subject to a minimum of $250 per purchase (or such lesser amount that
would cause the Beneficiary to hold the 1,000 maximum number of Trust
Interests). The number of Trust Interests allocated to Beneficiaries will be
adjusted for any shares of Common Stock purchased or sold in the Purchase and
Sale Program such that the Trust Interests held by a Beneficiary will always
equal the number of shares of Common Stock allocated to the Beneficiary.
Beneficiaries may withdraw all, but generally, not less than all, of their
allocated shares of Common Stock at any time by providing written notice to the
Custodian.
The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined below), the Trustee will vote or abstain from voting in accordance with
the recommendation given by the Board of Directors of the Holding Company to its
stockholders or, if no such recommendation is given, as directed by the Board.
On all Beneficiary Consent Matters, the Trustee will vote all of the Trust
Shares in favor of, in opposition to or abstain from the matter in the same
ratio as the Trust Interests of the Beneficiaries that returned voting
instructions to the Trustee indicated preferences for voting in favor of, in
opposition to or abstaining from such matter. The Trust Agreement also contains
provisions allowing Beneficiaries to instruct the Custodian to withdraw their
allocated Trust Shares to participate in any tender or exchange offer for the
Common Stock and to make any cash or share election, or perfect any dissenter's
rights, in connection with a merger of the Holding Company.
A "Beneficiary Consent Matter" is a matter presented to stockholders of the
Holding Company concerning the following:
(i) subject to certain conditions, a contested election of directors
or the removal of a director,
(ii) a merger or consolidation, a sale, lease or exchange of all or
substantially all of the property or assets or a recapitalization or
dissolution of the Holding Company, if it requires a vote of stockholders
under applicable Delaware law,
(iii) any transaction that would result in an exchange or conversion
of Trust Shares for cash, securities or other property, and
4
(iv) proposals submitted to stockholders requiring the Board of
Directors to amend the Holding Company's Stockholder Rights Plan, or redeem
rights under that plan, other than a proposal with respect to which the
Holding Company has received advice of nationally-recognized legal counsel
to the effect that the proposal is not a proper subject for stockholder
action under Delaware law.
Proxy solicitation materials, annual reports and information statements
received by the Custodian in connection with any matter not involving a
Beneficiary Consent Matter will be made available by the Holding Company to
Beneficiaries for their information on a website maintained by the Holding
Company or by mail upon request and at the Holding Company's expense, but voting
instructions to the Trustee will not be solicited and, if instructions are
received, they will not be binding on the Trustee.
5
The Trust Agreement provides that regular cash dividends, if any, collected
or received by the Trustee with respect to the Trust Shares will be distributed
by the Custodian semi-annually to the Beneficiaries within 90 days after receipt
by the Trustee. Distribution of all other cash dividends will be made by the
Custodian to the Beneficiaries on the first business day following the 30th day
after the Trust receives the dividends. Alternatively, the Trustee may arrange
with the Holding Company for the direct payment by the Holding Company of such
cash dividends to the Beneficiaries. The Trust Agreement further provides that
pending such distribution, cash dividends (unless distributed directly by the
Holding Company to Beneficiaries) shall be invested by the Trustee in short-term
obligations of or guaranteed by the United States, or any agency or
instrumentality thereof, and in certificates of deposit of any bank or trust
company having a combined capital and surplus not less than $500,000,000.
Dividends or other distributions in Common Stock will be allocated to the
Beneficiaries in proportion to their Trust Interests and held by the Trustee as
Trust Shares. Generally, all other distributions by the Holding Company to its
stockholders will be held and distributed by the Trustee to the Beneficiaries in
proportion to their Trust Interests.
The Trust will terminate on the 90th day after the date on which the
Trustee will have received notice from the Holding Company that the number of
Trust Shares held by the Trust is equal to 10% or less of the number of issued
and outstanding shares of Common Stock or on the date on which the last Trust
Share will have been withdrawn, distributed or exchanged. The Trust may be
terminated earlier:
(i) on the 90th day after the date on which the Trustee receives
written notice from the Holding Company, given in the Holding Company's
discretion at any time, that the number of Trust Shares is 25% or less of
the number of issued and outstanding shares of Common Stock,
(ii) on the date on which the Trustee receives written notice from the
Holding Company that the Board of Directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official administrative
pronouncement or judicial decision interpreting or applying such law or
regulation, or any changes in the facts or circumstances relating to the
Trust, that maintaining the Trust is or is reasonably expected to become
burdensome to the Holding Company or the Beneficiaries,
(iii) on the date on which any rights issued under a stockholder
rights plan adopted by the Holding Company and held by the Trust become
separately tradable from the Trust Shares to which they relate, or
(iv) on the date on which there is an entry of a final order for
termination or dissolution of the Trust or similar relief by a court of
competent jurisdiction.
The Trust mayAgreement also havecontains a provision which would cause termination
under certain circumstances in order to be terminated at some point in time ifcomply with legal rules governing the
rule
against perpetuities applies.duration of trusts.
Upon termination of the Trust, the remaining Trust Shares will be
distributed in book entry form to each Beneficiary, or as otherwise directed by
such Beneficiary, together with the Beneficiary's proportionate share of all
unpaid distributions and dividends and interest earned thereon, if applicable.
The Trust Agreement provides that the Holding Company may, in its discretion,
offer to purchase such shares at the market price of the Common Stock at the
time of the purchase.
5
The Trust Agreement may be amended from time to time by the Trustee, the
Custodian, the Holding Company and Metropolitan Life, without the consent of any
Beneficiary, (i) to cure any ambiguity, correct or supplement any provision
therein that may be inconsistent with any other provision therein, or to make
any other provision with respect to matters or questions arising under the Trust
Agreement, which will not be inconsistent with the other provisions of the Trust
Agreement, provided that the action does not adversely affect the Trust
Interests of the Beneficiaries, (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as will be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times or to ensure that the Trust will not be required
to register as an investment company under the Investment Company Act of 1940,
as amended, or (iii) to reflect the effect of a merger or consolidation in which
the Holding Company is not the surviving corporation and the other company into
which the Holding Company is merged or consolidated assumes its obligations
under the Trust Agreement. The Trust Agreement may also be amended or provisions
thereof waived with the consent of Beneficiaries representing more than one-half
of the Trust Interests, provided that no such amendment or waiver will, without
the consent of each Beneficiary affected thereby, reduce the Trust Interests or
otherwise eliminate or materially postpone the right of any Beneficiary to
receive dividends or other distributions or to make elections under the Purchase
and Sale Program or to withdraw Trust Shares.
6
Beneficiaries will not have any preemptive rights with respect to the Trust
Interests. There is no provision for any sinking fund with respect to the Trust
Interests.
The Holding Company pays the Trustee an annual fee of $50,000. In addition,
the Holding Company will reimburse the Trustee for all reasonable out-of-pocket
expenses it incurs in the performance of its duties under the Trust Agreement.
However, the Holding Company is not required to reimburse the Trust or Trustee
for the expense of mailing to the Custodian any proxy and other materials
received by the Trustee from persons other than the Holding Company, including
mailings with respect to any Beneficiary Consent Matter. The Holding Company
paid to the Trustee $20,986 and $15,317 for out-of-pocket expenses for the years
ended December 31, 2005 and 2004, respectively.
On December 15, 2005, the Holding Company paid an annual dividend of $0.52
per share of its Common Stock to shareholders of record as of November 7, 2005
for a total of $157 million to the Beneficiaries. On December 13, 2004, the
Holding Company paid an annual dividend of $0.46 per share of its Common Stock
to shareholders of record and Beneficiaries as of November 5, 2004. On December 15, 2003,2004 for a total of $149 million to
the Holding Company paid an annual
dividend of $0.23 per share of its Common Stock to shareholders of record and
Beneficiaries as of November 7, 2003.Beneficiaries.
The Beneficiaries of the Trust are directed to the Holding Company's Annual
Report to Stockholders and the Exchange Act filings of the Holding Company for
information regarding the Holding Company. See Metropolitan Life Insurance
Company (1999 SEC No-Act. LEXIS 914) (Avail. Nov. 23, 1999). The Trustee does
not control the operations or activities of the Holding Company. The Trustee
relies on receiving information, reports and representations from the Holding
Company and the Custodian in the ordinary course of its business. In executing
and submitting this report on behalf of the Trust, the Trustee has relied upon
the accuracy of such reports and representations of the aforementioned entities.
ITEM 1A. RISK FACTORS.
THE TRUST HAS LIMITED RESOURCES AND A LIMITED OPERATING HISTORY.
The Trust was established under the Plan and pursuant to the Trust
Agreement in connection with the conversion of Metropolitan Life from a mutual
life insurance company into a stock life insurance company. The Trust is a
single-purpose trust that does not engage in any business or activity other than
voting and holding the Trust Shares and certain closely related activities, such
as distributing cash dividends. The assets of the Trust consist principally of
the Trust Shares. Beneficiaries of the Trust are directed to the Holding
Company's Risk Factors set forth in Item 1A of its Annual Report on Form 10-K
for the year ended December 31, 2005 and the other Exchange Act filings of the
Holding Company for information regarding certain risks related to the Holding
Company that may affect the value of the Trust Shares.
6
BENEFICIARIES DO NOT HAVE LEGAL TITLE TO ANY PART OF THE TRUST ASSETS AND HAVE
ONLY CERTAIN LIMITED RIGHTS.
The Trust has legal title over the Trust Shares. The Trust Interests
represent undivided fractional interests in the Trust Shares and other assets of
the Trust beneficially owned by a Trust Beneficiary through the Custodian. A
Trust Interest entitles the Beneficiary only to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through the Purchase and
Sale Program; (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares; and
(v) instruct the Trustee to vote the Trust Shares on certain matters, each as
further described in and limited by the terms of the Trust Agreement. On all
matters brought for a vote before the stockholders of the Holding Company, with
the exception of a Beneficiary Consent Matter, the Trustee will vote all of the
Trust Shares in favor of, in opposition to or abstain from the matter in the
same ratio as the Trust Interests of the Beneficiaries that returned voting
instructions to the Trustee indicated preferences for voting in favor of, in
opposition to or abstaining from such matter. Voting instructions to the Trustee
on any matter not involving a Beneficiary Consent Matter will not be solicited
and, if instructions are received, they will not be binding on the Trustee.
THERE IS NO EXISTING TRADING MARKET FOR THE TRUST INTERESTS AND BENEFICIARIES
MAY TRANSFER THEIR TRUST INTERESTS ONLY IN LIMITED CIRCUMSTANCES.
There is no existing trading market for the Trust Interests and the Trust
Interests have no market value. Furthermore, Trust Interests may generally be
transferred only in the following situations: (i) from the estate of a deceased
Beneficiary to one or more beneficiaries taking by operation of law or pursuant
to testamentary succession; (ii) to the spouse or issue of a Beneficiary or to
an entity selected by a Beneficiary, provided that transfers to such entity are
deductible for federal income, gift and estate tax purposes under Sections 170,
2055 and 2522 of the Internal Revenue Code of 1986, as amended, or to a trust
established for the exclusive benefit of one or more of the following: (x)
Beneficiaries, (y) individuals described in this clause (ii), or (z) entities
described in this clause (ii); (iii) to a trust established to hold Trust
Interests on behalf of an employee benefit plan; (iv) if the Beneficiary is not
a natural person, by operation of law to the surviving entity upon the merger or
consolidation of such Beneficiary into another entity, to the purchaser of
substantially all the assets of such Beneficiary or to the appropriate persons
upon the dissolution, termination or winding up of such Beneficiary; (v) by
operation of law as a consequence of the bankruptcy or insolvency of such
Beneficiary or the granting of relief to such Beneficiary under the Federal
bankruptcy laws; or (vi) from a trust holding an insurance policy or annuity
contract on behalf of the insured person under such policy or contract, to those
persons to whom Trust Interests are required to be so transferred pursuant to
the terms of such trust.
A REPRESENTATIVE MAY BE APPOINTED FOR CERTAIN BENEFICIARIES IN LEGAL
PROCEEDINGS.
In any lawsuit or other legal proceeding involving the Trust Interests, a
representative may be appointed to represent Beneficiaries who do not have the
legal capacity to represent themselves or whose addresses are unknown. The
outcome of the lawsuit or other legal proceeding will be binding on
Beneficiaries for whom the representative was appointed in the lawsuit or other
proceeding.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
The Trust does not, as of the date of this filing, hold in fee, own,
beneficially hold or lease any physical properties.
7
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the year ended December 31, 2004,2005, no matter was brought before the
Trustee to vote, assent or consent the Trust Shares that required a solicitation
of voting instructions from Beneficiaries.
7
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
No public market exists for the Trust Interests.
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth selected financial information for the
Trust. The financial information for the years ended December 31, 2005, 2004 2003 and
20022003 and at December 31, 20042005 and 2003,2004, has been derived from the Trust's
audited financial statements included elsewhere herein. The financial
information for the yearyears ended December 31, 20012002 and for the period April 7,
2000 (date of inception) to December 31, 20002001 and at December 31,
2003, 2002 2001 and 20002001 has been derived from the Trust's audited financial
statements not included herein. The following statements of changes in net
assets and balance sheet data have been prepared in conformity with accounting
principles generally accepted in the United States of America. The following
information should be read in conjunction with and is qualified entirely by the
information contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the financial statements appearing
elsewhere herein.
FOR THE PERIOD
APRIL 7, 2000
FOR THE YEARS ENDED DECEMBER 31,
(DATE OF
--------------------------------------------------------------- INCEPTION) TO-------------------------------------------------------------------
2005 2004 2003 2002 2001
DECEMBER 31, 2000
------------ ------------ ------------ ------------ ---------------------------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
CHANGES IN NET ASSETS DATA
Operations
Net investment incomeincome............... $ 156,880 $ 149,073 $ 84,006 $ 83,475 $ 84,064
$ 91,913
Net realized investment gainsgains....... 335,984 255,741 164,731 209,151 288,283 307,103
Change in net unrealized investment
gainsgains............................. 1,939,573 1,395,265 2,047,797 (2,234,370) (2,230,398)
9,429,197
------------ ------------ ------------ ------------ ------------
Net (decrease) increase in net assets
resulting from operations----------- ----------- ----------- ----------- -----------
NET (DECREASE) INCREASE IN NET
ASSETS RESULTING FROM
OPERATIONS...................... 2,432,437 1,800,079 2,296,534 (1,941,744) (1,858,051)
9,828,213
------------ ------------ ------------ ------------ ----------------------- ----------- ----------- ----------- -----------
Distributions to holders of trust
interests
From net investment incomeincome.......... (156,880) (149,073) (84,006) (83,475) (84,064)
(91,913)
From net realized investment
gainsgains............................. (335,984) (255,741) (164,731) (209,151) (288,283)
(307,103)
------------ ------------ ------------ ------------ ------------
Total distributions----------- ----------- ----------- ----------- -----------
TOTAL DISTRIBUTIONS............... (492,864) (404,814) (248,737) (292,626) (372,347)
(399,016)
------------ ------------ ------------ ------------ ----------------------- ----------- ----------- ----------- -----------
Trust interest transactions
Cost of trust interests deposited into
the Trust -- -- -- -- 7,046,150issued...... 7,631 5,635 5,523 7,593 15,999
Cost of trust interests issued 5,635 5,523 7,593 15,999 31,292redeemed.... (159,422) (167,873) (163,428) (200,457) (258,136)
Cost of trust interests redeemed (167,873) (163,428) (200,457) (258,136) (581,773)
Cost of trust interests withdrawnwithdrawn... (164,170) (420,723) (232,142) (147,412) (331,276)
--
------------ ------------ ------------ ------------ ------------
Net (decrease) increase in net assets
resulting from trust interest
transactions----------- ----------- ----------- ----------- -----------
NET DECREASE IN NET ASSETS
RESULTING FROM TRUST INTEREST
TRANSACTIONS.................... (315,961) (582,961) (390,047) (340,276) (573,413)
6,495,669
------------ ------------ ------------ ------------ ------------
Total increase (decrease) in net assets----------- ----------- ----------- ----------- -----------
TOTAL INCREASE (DECREASE) IN NET
ASSETS.......................... 1,623,612 812,304 1,657,750 (2,574,646) (2,803,811)
15,924,866
Net assets
Beginning of periodyear................... 13,016,463 12,204,159 10,546,409 13,121,055 15,924,866
--
------------ ------------ ------------ ------------ ----------------------- ----------- ----------- ----------- -----------
End of period $ 13,016,463 $ 12,204,159 $ 10,546,409 $ 13,121,055 $ 15,924,866
============ ============ ============ ============ ============year......................... $14,640,075 $13,016,463 $12,204,159 $10,546,409 $13,121,055
=========== =========== =========== =========== ===========
8
AT DECEMBER 31,
----------------------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA 2005 2004 2003 2002 2001
2000
------------- ------------- ------------- ------------- -------------- ------------------ ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)
Assets:
Equity securities, at fair
value $ 13,016,463 $ 12,204,159 $ 10,546,409 $ 13,121,055 $ 15,924,866value...................... $14,640,075 $13,016,463 $12,204,159 $10,546,409 $13,121,055
Other assetsassets................. 8,504 6,094 5,626 8,644 4,493
8,020
------------- ------------- ------------- ------------- ------------------------ ----------- ----------- ----------- -----------
Total assetsassets................. 14,648,579 13,022,557 12,209,785 10,555,053 13,125,548
15,932,886
------------- ------------- ------------- ------------- ------------------------ ----------- ----------- ----------- -----------
Total liabilitiesliabilities............ 8,504 6,094 5,626 8,644 4,493
8,020
------------- ------------- ------------- ------------- ------------------------ ----------- ----------- ----------- -----------
NET ASSETS $ 13,016,463 $ 12,204,159 $ 10,546,409 $ 13,121,055 $ 15,924,866
============= ============= ============= ============= =============ASSETS................... $14,640,075 $13,016,463 $12,204,159 $10,546,409 $13,121,055
=========== =========== =========== =========== ===========
Net assets consist of:
Trust interestsinterests............ $ 4,293,011 $ 4,608,972 $ 5,191,933 $ 5,581,980 $ 5,922,256
$ 6,495,669
UnrealizedNet unrealized investment
gainsgains................... 10,347,064 8,407,491 7,012,226 4,964,429 7,198,799
9,429,197
------------- ------------- ------------- ------------- ------------------------ ----------- ----------- ----------- -----------
NET ASSETS, for 298,777,053;
321,314,794;362,463,884;
390,029,917;390,029,917 and 414,174,724
and 454,996,183
trust interestsinterest outstanding,
respectively $ 13,016,463 $ 12,204,159 $ 10,546,409 $ 13,121,055 $ 15,924,866
============= ============= ============= ============= =============respectively............... $14,640,075 $13,016,463 $12,204,159 $10,546,409 $13,121,055
=========== =========== =========== =========== ===========
OTHER DATA
Trust interest rollforward
Trust interests, January
1 362,463,884 390,029,917 414,174,724 454,996,183 --
Trust interests, deposited into the
Trust, April 7, 2000 -- -- -- -- 494,466,664
Trust interests issued 155,874 193,261 267,080 540,804 1,355,653
Trust interests redeemed (11,780,561) (11,468,650) (14,067,171) (18,114,854) (40,826,134)
Trust interests withdrawn (29,524,403) (16,290,644) (10,344,716) (23,247,409) --
------------- ------------- ------------- ------------- -------------
Balance, December 311....................... 321,314,794 362,463,884 390,029,917 414,174,724 454,996,183
============= ============= ============= ============= =============Trust interests issued..... 170,425 155,874 193,261 267,080 540,804
Trust interests redeemed... (11,187,498) (11,780,561) (11,468,650) (14,067,171) (18,114,854)
Trust interests
withdrawn............... (11,520,668) (29,524,403) (16,290,644) (10,344,716) (23,247,409)
----------- ----------- ----------- ----------- -----------
Balance, December 31....... 298,777,053 321,314,794 362,463,884 390,029,917 414,174,724
=========== =========== =========== =========== ===========
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements which constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to trends in the operations and financial
results of the Registrant, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend" and other
similar expressions. Forward-looking statements are made based upon current
expectations and beliefs concerning future developments and their potential
effects on the MetLife Policyholder Trust (the "Trust"). Such forward-looking
statements are not guarantees of future performance. Actual results may differ
materially from those included in the forward-looking statements as a result of
risks and uncertainties including, but not limited to, the following: (i)
changes in state unclaimed property laws; (ii) adverse results ofor other
consequences from litigation, arbitration or regulatory investigations; (iii)
the effects of business disruption or economic contraction or instability due to
terrorism or other force majeure events or hostilities; and (iv) other risks and
uncertainties described from time to time in the Trust's filings with the U.S.
Securities and Exchange Commission. The Trust specifically disclaims any
obligation to update or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
RESULTS OF OPERATIONS
EXECUTIVE SUMMARY
The Trust was established under the Metropolitan Life Insurance Company
("Metropolitan Life") plan of reorganization (the "Plan") and pursuant to the
MetLife Policyholder Trust Agreement, (as amended, the "Trust Agreement"), dated as of November 3, 1999, by and among
Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust
Company (not in its individual capacity, but solely as trustee for the Trust,
the "Trustee") and ChaseMellon Shareholder Services LLC, as custodian (now known
as Mellon Investor Services LLC, the "Custodian"), as amended on November 8,
2001 (the "Trust Agreement"), in connection with the conversion of Metropolitan
Life from a mutual life insurance company to a stock life insurance company. The
Trust is a single-purpose trust that does not engage in any business or activity
other than voting and holding the shares of common stock of MetLife, Inc. issued
to the Trust for the benefit of certain eligible policyholders of Metropolitan
Life under the Plan and the Trust Agreement (the "Trust Shares") and certain
closely related activities, such as distributing cash dividends.
Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the Trust Shares for the benefit of
the Trust Eligible Policyholders and permitted transferees (collectively, the
"Beneficiaries").
The number of Trust Interests outstanding at December 31, 2005 and 2004 was
298,777,053 and 2003
was 321,314,794, and 362,463,884, respectively. The decrease of 41,149,09022,537,741 in the
number of Trust Interests is primarily attributable to net Trust Interests
redeemed and Trust Interests withdrawn. Net assets of the Trust consist solely
of Trust Shares and will increase or decrease depending upon, among other
things, the movement of Trust Shares into or out of the Trust as directed by the
Beneficiaries.
DISCUSSION OF RESULTS
YEAR ENDED DECEMBER 31, 20042005 COMPARED WITH THE YEAR ENDED DECEMBER 31, 20032004
Net assets in the MetLife Policyholder Trust increased $812$1,624 million, or
7%12%, to $13,016$14,640 million for the year ended December 31, 20042005 from $12,204$13,016
million for the comparable 20032004 period. This increase is primarily due to a
change in net unrealized investment gains on the Trust Shares, partially offset
by (i) the impact of withdrawals by Beneficiaries from the Trust, and (ii)
activity under the MetLife, Inc. Purchase and Sale Program. UnrealizedNet unrealized
investment gains, increased $1,395
million from the prior year and representwhich represents the difference between the fair value and the
10
cost basis of the Trust Shares, at December 31, 2004.increased $1,940 million from the prior year. A
net reduction of 41,149,09022,537,741 Trust Interests resulted from a net decrease of
29,524,40311,520,668 Trust Interests due to withdrawals by Beneficiaries from the Trust
and a net decrease of 11,624,68711,017,073 Trust Interests in connection with salesissuances
and redemptions under the MetLife, Inc. Purchase and Sale Program. The Trust
Interests withdrawn primarily reflects the escheatment of unclaimed cash and
shares of Common Stock. As part of Metropolitan Life's demutualization and the
Holding Company's initial public offering, the Holding Company issued shares of
its Common Stock to certain eligible policyholders of Metropolitan Life. Any
unclaimed cash and Common Stock become property of the state of last known
residence, as is the case with other types of unclaimed property. The schedule
by which unclaimed property is escheated varies by state, but is generally
within three to five years of abandonment. It is anticipated that the number of
Trust Interests will continue to decrease over time as state dormancy periods
expire. Beginning on April 7, 2001, Beneficiaries were able to withdraw all, but
generally, not less than all, of their 10
allocated shares of Common Stock in the
Trust at any time by providing written notice to the Custodian. Net redemptions
by Beneficiaries through the MetLife, Inc. Purchase and Sale Program and
withdrawals by Beneficiaries from the Trust resulted in a $162$152 million and $421$164
million decrease in net assets, respectively, for the year ended December 31,
2004.2005. Net investment income of $149$157 million, which consists of dividends
received from the Holding Company on its Common Stock, and net realized
investment gains recognized on the sale of Trust Shares sold in the Purchase and
Sale Program of $256$336 million, were fully distributed to Beneficiaries.
YEAR ENDED DECEMBER 31, 20032004 COMPARED WITH THE YEAR ENDED DECEMBER 31, 20022003
Net assets in the MetLife Policyholder Trust increased $1,658$812 million, or 16%7%,
to $12,204$13,016 million for the year ended December 31, 20032004 from $10,546$12,204 million for
the comparable 20022003 period. This increase is primarily due to a change in net
unrealized investment gains on the Trust Shares, partially offset by (i) the
impact of withdrawals by Beneficiaries from the Trust, and (ii) activity under
the MetLife, Inc. Purchase and Sale Program. UnrealizedNet unrealized investment gains,
increased $2,048
million from the prior year and representwhich represents the difference between the fair value and the cost basis of the
Trust Shares, at December 31, 2003.increased $1,395 million from the prior year. A net reduction of
27,566,03341,149,090 Trust Interests resulted from a net decrease of 16,290,64429,524,403 Trust
Interests due to withdrawals by Beneficiaries from the Trust and a net decrease
of 11,275,38911,624,687 Trust Interests in connection with salesissuances and redemptions under
the MetLife, Inc. Purchase and Sale Program. The Trust Interests withdrawn
primarily reflects the escheatment of unclaimed cash and shares of Common Stock.
As part of Metropolitan Life's demutualization and the Holding Company's initial
public offering, the Holding Company issued shares of its Common Stock to
certain eligible policyholders of Metropolitan Life. Any unclaimed cash and
Common Stock become property of the state of last known residence, as is the
case with other types of unclaimed property. The schedule by which unclaimed
property is escheated varies by state, but is generally within three to five
years of abandonment. It is anticipated that the number of Trust Interests will
continue to decrease over time as state dormancy periods expire. Beginning on
April 7, 2001, Beneficiaries were able to withdraw all, but generally, not less
than all, of their allocated shares of Common Stock at any time by providing
written notice to the Custodian. Net redemptions by Beneficiaries through the
MetLife, Inc. Purchase and Sale Program and withdrawals by Beneficiaries from
the Trust resulted in a $158$162 million and $232$421 million decrease in net assets,
respectively, for the year ended December 31, 2003.2004. Net investment income of
$84$149 million, which consists of dividends received from the Holding Company on
its Common Stock, and net realized investment gains recognized on the sale of
Trust Shares sold in the Purchase and Sale Program of $165$256 million were fully
distributed to Beneficiaries.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Trust's principal investments are in equity securities, all of which
are exposed to two primary sources of investment risk: credit and market
valuation. The financial statement risks are those associated with the
recognition of dividend income, impairments and the determination of fair
values. The market valuation of equity securities can fluctuate in response to
political, market and economic developments and affect a single issuer, issuers
within an industry, an economic sector, a geographic region, or the market as a
whole. In the short-term, equity prices can fluctuate dramatically in response
to these developments.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Registered Public Accounting Firm.................. 13Firm..... F-1
Financial Statements as ofat December 31, 20042005 and 20032004 and for
the years ended December 31, 2005, 2004 2003 and 2002:2003:
Statements of Assets and Liabilities.............................. 14Liabilities...................... F-2
Statements of Operations.......................................... 15Operations.................................. F-3
Statements of Changes in Net Assets............................... 16Assets....................... F-4
Notes to Financial Statements..................................... 17Statements............................. F-5
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MetLife Policyholder Trust:
We have audited the accompanying statements of assets and liabilities of
the MetLife Policyholder Trust (the "Trust") as of December 31, 20042005 and 2003,2004,
and the related statements of operations and changes in net assets for each of
the three years in the period ended December 31, 2004, 2003 and 2002.2005. These financial
statements are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditingthe standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Trust is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our auditaudits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purposespurpose of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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, the financial statements present fairly, in all material
respects, the financial position of the Trust as of December 31, 20042005 and 2003,2004,
and the results of its operations and changes in its net assets for each of the
three years in the period ended December 31, 2004, 2003 and 2002,2005, in conformity with accounting
principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
March 30, 2005
132006
F-1
METLIFE POLICYHOLDER TRUST
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2005 AND 2004
AND 2003
(DOLLARS IN(IN THOUSANDS, EXCEPT TRUST INTEREST AND PER TRUST INTEREST AMOUNTS)
2005 2004 2003
----------- -----------
ASSETS
Equity securities, at fair value (cost, $4,293,011 and
$4,608,972, and
$5,191,933, respectively)................................. $14,640,075 $13,016,463 $12,204,159
Cash and cash equivalentsequivalents................................... 185 145 76
Receivable for investments soldsold............................. 8,319 5,949 5,550
----------- -----------
Total assetsassets.............................................. 14,648,579 13,022,557 12,209,785
----------- -----------
LIABILITIES
Payable for investments purchasedpurchased........................... 185 145 76
Payable for trust interests redeemedredeemed........................ 8,319 5,949 5,550
----------- -----------
Total liabilitiesliabilities......................................... 8,504 6,094 5,626
----------- -----------
NET ASSETSASSETS.................................................. $14,640,075 $13,016,463 $12,204,159
=========== ===========
Net assets consist of:
Trust interestsinterests........................................... $ 4,293,011 $ 4,608,972
$ 5,191,933
UnrealizedNet unrealized investment gainsgains........................... 10,347,064 8,407,491 7,012,226
----------- -----------
NET ASSETS, for 321,314,794298,777,053 and 362,463,884321,314,794 trust interests
outstanding, respectivelyrespectively................................. $14,640,075 $13,016,463 $12,204,159
=========== ===========
NET ASSET VALUE, offering price and redemption price per
trust interest ($13,016,463 / 321,314,794)14,640,075/298,777,053) and
($12,204,159 / 362,463,884)13,016,463/321,314,794) trust interests, respectivelyrespectively... $ 40.5149.00 $ 33.6740.51
=========== ===========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
14See accompanying notes to financial statements.
F-2
METLIFE POLICYHOLDER TRUST
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
AND 2002
(DOLLARS IN(IN THOUSANDS)
2005 2004 2003
2002
----------- ----------- --------------------- ---------- ----------
NET INVESTMENT INCOMEINCOME.................................... $ 156,880 $ 149,073 $ 84,006
$ 83,475
----------- ----------- --------------------- ---------- ----------
NET INVESTMENT GAINS
Net realized investment gainsgains.......................... 335,984 255,741 164,731 209,151
Change in net unrealized investment gainsgains.............. 1,939,573 1,395,265 2,047,797
(2,234,370)
----------- ----------- --------------------- ---------- ----------
NET GAIN (LOSS)GAIN................................................. 2,275,557 1,651,006 2,212,528
(2,025,219)
----------- ----------- --------------------- ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 1,800,079 $ 2,296,534 $(1,941,744)
=========== =========== ===========OPERATIONS..... $2,432,437 $1,800,079 $2,296,534
========== ========== ==========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
15See accompanying notes to financial statements.
F-3
METLIFE POLICYHOLDER TRUST
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
AND 2002
(DOLLARS IN(IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)
2005 2004 2003
2002
------------- ------------- ------------------------- ------------ ------------
Operations
Net investment incomeincome............................ $ 156,880 $ 149,073 $ 84,006
$ 83,475
Net realized investment gainsgains.................... 335,984 255,741 164,731 209,151
Change in net unrealized investment gainsgains........ 1,939,573 1,395,265 2,047,797
(2,234,370)
------------- ------------- ------------------------- ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONSOPERATIONS.................................. 2,432,437 1,800,079 2,296,534
(1,941,744)
------------- ------------- ------------------------- ------------ ------------
Distributions to holders of trust interests
From net investment incomeincome....................... (156,880) (149,073) (84,006) (83,475)
From net realized investment gainsgains............... (335,984) (255,741) (164,731)
(209,151)
------------- ------------- ------------------------- ------------ ------------
TOTAL DISTRIBUTIONSDISTRIBUTIONS........................... (492,864) (404,814) (248,737)
(292,626)
------------- ------------- ------------------------- ------------ ------------
Trust interest transactions
Cost of trust interests issuedissued................... 7,631 5,635 5,523 7,593
Cost of trust interests redeemedredeemed................. (159,422) (167,873) (163,428) (200,457)
Cost of trust interests withdrawnwithdrawn................ (164,170) (420,723) (232,142)
(147,412)
------------- ------------- ------------------------- ------------ ------------
NET DECREASE IN NET ASSETS RESULTING FROM
TRUST INTEREST TRANSACTIONSTRANSACTIONS................. (315,961) (582,961) (390,047)
(340,276)
------------- ------------- ------------------------- ------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETSASSETS.................. 1,623,612 812,304 1,657,750
(2,574,646)
NET ASSETSNet assets
Beginning of periodyear................................ 13,016,463 12,204,159 10,546,409
13,121,055
------------- ------------- ------------------------- ------------ ------------
End of periodyear...................................... $ 14,640,075 $ 13,016,463 $ 12,204,159
$ 10,546,409
============= ============= ========================= ============ ============
OTHER INFORMATION
Trust interest rollforward
Trust interests, January 1 362,463,884 390,029,917 414,174,724
Trust interests issued 155,874 193,261 267,080
Trust interests redeemed (11,780,561) (11,468,650) (14,067,171)
Trust interests withdrawn (29,524,403) (16,290,644) (10,344,716)
------------- ------------- -------------
Balance, December 311....................... 321,314,794 362,463,884 390,029,917
============= ============= =============Trust interests issued........................... 170,425 155,874 193,261
Trust interests redeemed......................... (11,187,498) (11,780,561) (11,468,650)
Trust interests withdrawn........................ (11,520,668) (29,524,403) (16,290,644)
------------ ------------ ------------
Balance, December 31............................. 298,777,053 321,314,794 362,463,884
============ ============ ============
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
16See accompanying notes to financial statements.
F-4
METLIFE POLICYHOLDER TRUST
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN(IN THOUSANDS UNLESS OTHERWISE STATED)
1. SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF TRUST
The MetLife Policyholder Trust (the "Trust") was established under the
Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization
(the "Plan") and pursuant to the MetLife Policyholder Trust Agreement, (as
amended, the "Trust Agreement"), dated as
of November 3, 1999, by and among Metropolitan Life, MetLife, Inc. (the "Holding
Company"), Wilmington Trust Company (not in its individual capacity, but solely
as trustee for the Trust, the "Trustee") and ChaseMellon Shareholder Services
LLC, as custodian (now known as Mellon Investor Services LLC, the "Custodian"),
as amended on November 8, 2001 (the "Trust Agreement"), in connection with the
conversion of Metropolitan Life from a mutual life insurance company to a stock
life insurance company. The Trust is a single-purpose trust that does not engage
in any business or activity other than voting and holding the Trust Shares (as
defined below) and certain closely related activities, such as distributing cash
dividends. The Trust has no employees.
Under the Plan and the Trust Agreement, each policyholder's membership
interest was extinguished and certain eligible policyholders of Metropolitan
Life (the "Trust Eligible Policyholders") received, in exchange for that
interest, a number of interests in the Trust ("Trust Interests") equal to the
number of shares of common stock of the Holding Company, par value $0.01 per
share (the "Common Stock"), allocated to them in accordance with the Plan. The
assets of the Trust consist principally of the shares of Common Stock issued to
the Trust (the "Trust Shares") for the benefit of the Trust Eligible
Policyholders and permitted transferees (collectively, the "Beneficiaries"). The
Trust Shares are held in the name of the Trustee, on behalf of the Trust, which
has legal title over the Trust Shares. The Beneficiaries do not have legal title
to any part of the assets of the Trust. The Trust Interests represent undivided
fractional interests in the Trust Shares and other assets of the Trust
beneficially owned by a Trust Beneficiary through the Custodian. On April 7,
2000, the date of demutualization of Metropolitan Life, the Holding Company
distributed to the Trust 494,466,664 shares of Common Stock for the benefit of
policyholders of Metropolitan Life. Withdrawals by Beneficiaries of Trust
Shares, transactions by Beneficiaries under the Purchase and Sale Program (as
defined below), and escheatment of unclaimed Trust Shares resulted in a decrease
in the number of Trust Shares from 321,314,794 in 2004 to 298,777,053 in 2005.
A Trust Interest entitles the Beneficiary to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through a purchase and sale
program established by the Holding Company pursuant to the Plan (the "Purchase
and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares
after the first anniversary of the effective date of the reorganization of
Metropolitan Life (the "Effective Date");Shares; and
(v) instruct the Trustee to vote the Trust Shares on certain matters, each as
further described in and limited by the terms of the Trust Agreement. The
Trustee has no beneficial interest in the Trust Shares.
The Holding Company pays the Trustee an annual fee of $50,000. In addition,
the Holding Company will reimburse the Trustee for all reasonable out-of-pocket
expenses it incurs in the performance of its duties under the Trust Agreement.
However, the Holding Company is not required to reimburse the Trust or Trustee
for the expense of mailing to the Custodian any proxy and other materials
received by the Trustee from persons other than the Holding Company, including
mailings with respect to any Beneficiary Consent Matter. The Holding Company
paid to the Trustee $20,986 and $15,317 for out-of-pocket expenses for the years
ended December 31, 2005 and 2004, respectively.
EQUITY SECURITIES
Equity securities are reported at their estimated fair value based on quoted market
prices and unrealized investment gains and losses on securities are recorded in
the Statements of Operations. Realized gains and losses on sales
F-5
METLIFE POLICYHOLDER TRUST
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
of securities are determined on a first-in first-out basis. CashRegular cash
dividends, if any, collected or received by the Trustee with respect to the
Trust Shares will be distributed by the Custodian semi-annually to the
Beneficiaries within 90 days after receipt by the Trustee. Distribution of all
other cash dividends will be made by the Custodian to the Beneficiaries on the
first business day following the 30th day after the Trust receives the
dividends. Alternatively, the Trustee may arrange with the Holding Company for
the direct payment by the Holding Company of such cash dividends to the
Beneficiaries. All security transactions are recorded on a trade date basis.
CASH AND CASH EQUIVALENTS
The Trust considers all highly liquid investments purchased with an
original or remaining maturity of three months or less at the date of purchase
to be cash equivalents.
INCOME TAXES
As a qualified regulated trust, the Trust is not subject to income taxes to
the extent that it distributes substantially all of its taxable income in its
fiscal year.
17
2. PURCHASE AND SALE PROGRAM
Beneficiaries may instruct the program agent for the Purchase and Sale
Program to withdraw their allocated shares from the Trust for sale through the
Purchase and Sale Program. Trust Interests of 11,187,498, 11,780,561 11,468,650 and
14,067,17111,468,650 for the years ended December 31, 2005, 2004 2003 and 2002,2003, respectively,
were withdrawnredeemed for this purpose. Beneficiaries allocated less than 1,000 shares
of Common Stock under the Plan are also entitled to purchase in the Purchase and
Sale Program additional shares to bring their Trust Interests up to 1,000
shares, subject to a minimum of $250 per purchase (or such lesser amount that
would cause the Beneficiary to hold the 1,000 maximum number of Trust
Interests), beginning on the first trading day following the 90th day after the
Effective Date, July 7, 2000.. Trust Interests of 170,425, 155,874 193,261 and 267,080193,261 for the years ended
December 31, 2005, 2004 2003 and 2002,2003, respectively, were issued for this purpose.
The number of Trust Interests allocated to Beneficiaries will be adjusted for
any shares of Common Stock purchased or sold in the Purchase and Sale Program
such that the Trust Interests held by a Beneficiary will always equal the number
of shares of Common Stock allocated to the Beneficiary.
Beginning April 7, 2001, one year after the Effective Date,
Beneficiaries may withdraw all, but generally, not less than all, of their
allocated shares of Common Stock at any time by providing written notice to the
Custodian.
3. COMMITMENTS AND CONTINGENCIES
None.
4. BENEFICIARY VOTING RIGHTS
The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined in the Trust Agreement), the Trustee will vote or abstain from voting in
accordance with the recommendation given by the Board of Directors of the
Holding Company to its stockholders or, if no such recommendation is given, as
directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote
all of the Trust Shares in favor of, in opposition to or abstain from the matter
in the same ratio as the Trust Interests of the Beneficiaries that returned
voting instructions to the Trustee indicated preferences for voting in favor of,
in opposition to or abstaining from such matter. The Trust Agreement also
contains provisions allowing Beneficiaries to instruct the Custodian to withdraw
their allocated Trust Shares to participate in any tender or exchange offer for
the Common Stock and to make any cash or share election, or perfect any
dissenter's rights, in connection with a merger of the Holding Company.
18F-6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
The Trustee, with the participation of Joseph B. Feil, Assistant Vice
President of Wilmington Trust Company, the Trustee of the Trust, has evaluated
the effectiveness of the design and operation of the Trust's disclosure controls
and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end
of the period covered by this report. Based on that evaluation, Mr. Feil has
concluded that these disclosure controls and procedures are effective. The
Trustee and Mr. Feil, in making these determinations, have relied to the extent
reasonable on information provided by MetLife, Inc. and Mellon Investor Services
LLC. There were no changes in the Trust's internal control over financial
reporting as defined in Rule 13a-15(f) under the Exchange Act during the quarter
ended December 31, 20042005 that have materially affected, or are reasonably likely
to materially affect, the Trust's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
There are no directors, executive officers or employees of the Trust. The
Trustee of the Trust is Wilmington Trust Company. The Custodian of the Trust is
Mellon Investor Services LLC, formerly known as ChaseMellon Shareholder Services
LLC.
The Trust has not adopted a code of ethics applicable to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because the Trust does not
have any such officers.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
There are no directors or executive officers of the Trust. No person is the
beneficial owner of more than five percent of the Trust Interests.
The Trust has no equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not Applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Pursuant to the Trust Agreement, the independent auditor of the Holding
Company serves as the independent auditor of the Trust, and Deloitte & Touche
LLP ("Deloitte"), the Holding Company's independent auditor, has served as the
independent registered public accounting firmauditor of the Trust since its inception. Its knowledge of the Trust
has enabled it to carry out its audits of the Trust's financial statements with
effectiveness and efficiency.
13
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S
FEES FOR 20042005 AND 20032004
2005 2004
2003
-------- --------------- -------
Audit Fees $ 18,601 $ 17,500Fees.................................................. $19,838 $18,601
Audit-Related FeesFees.......................................... $ -- $ --
Tax FeesFees.................................................... $ -- $ --
All Other FeesFees.............................................. $ -- $ --
Audit fees include fees for services to perform an audit in accordance with
auditing standards of the Public Company Accounting Oversight Board (United
States) and services that generally only the Trust's independent auditor can
reasonably provide, such as attest services, consents and assistance with and
review of documents filed with the Securities and Exchange Commission.
The Trust does not have an audit committee. The Audit Committee of the
Holding Company (the "Audit Committee") has pre-approved all of the fees
incurred by the Trust for 2004 set forth above in accordance with such Audit
Committee's pre-approval procedures.
20
The Audit Committee has adopted pre-approval procedures as required under
the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the rules of the
Securities and Exchange Commission. Pursuant to these procedures, the Audit
Committee approves Deloitte's audit and non-audit
services in advance as required under the Sarbanes-Oxley Act of 2002 and SEC
rules. Under procedures adopted by the Audit Committee, the Holding Company's general auditor (the "General Auditor")
gives the Audit Committee
reviews, on an annual basis, a schedule of particular audit services that the
General AuditorHolding Company expects to be performed in the next fiscal year, including for
the Trust, and an estimated amount of fees for each particular audit service.
At the same time, the General
Auditor gives theThe Audit Committee also reviews a schedule of audit-related,audit related, tax and other
permitted non-audit services that managementthe Holding Company may engage the independent
auditor to perform during the next fiscal year, including for the Trust, and an
estimated amount of fees for each of those services. The General Auditor also providesservices, as well as information on
pre-approvedpre-approval services in these categories provided by the independent auditor in the current year.
Based on this information, the Audit Committee pre-approves the audit
services that the General AuditorHolding Company expects to be performed by the independent
auditor in connection with the audit of the Holding Company's financial
statements (including those of the Trust) for the next fiscal year, and the
audit-related, tax and other permitted non-audit services that management may
desire to engage the independent auditor to perform during the next fiscal year,
andyear.
In addition, the Audit Committee approves the terms of anthe engagement letter to
be entered into by the Holding Company
with the independent auditor (on behalfwith respect to such services.
If, during the course of itself and its subsidiaries,
including the Trust).
The General Auditor regularly provides the Audit Committee with a schedule
of fees and, whereyear, the audit, audit-related, tax and other
permitted non-audit fees exceed the previous estimates provided to the Audit
Committee, the Audit Committee determines whether or not to approve the excesspayment
of additional fees. The auditor is paid the excess fees only to the
extent they are approved by the Audit Committee. The Audit Committee or a designated member of the Audit
Committee to whom authority has been delegated may, from time to time, upon request of the General Auditor,
pre-approve additional audit and non-audit services to be performed by the
Holding Company's
independent auditor. The General Auditor presents to the Audit Committee at each
of its meetings a schedule indicating which services have been approved by
delegated authority.
21
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this report:
1. Financial Statements
The financial statements are listed in the Index to Financial Statements on
page 12.
2. Financial Statement Schedules
Not applicable.
3. Exhibits
The exhibits are listed in the Exhibit Index on page 24.
22E-1.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2005
METLIFE POLICYHOLDER TRUST
By: Wilmington Trust Company, not in
its individual capacity, but
solely as trustee for the Trust
By: /s//s/ Joseph B. Feil
------------------------------------
Joseph B. Feil
Name: Joseph B. Feil
Title: Assistant Vice President
23Dated: March 31, 2006
15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
PAGE NO.
- ----------- -------------------------------------------------------- --------------------
4.1 -- MetLife Policyholder Trust Agreement, incorporated herein by
reference to Exhibit 10.12 to the MetLife, Inc. Registration
Statement on Form S-1 (File No. 333-91517) (the "S-1
Registration Statement").
4.2 -- Amended and Restated Certificate of Incorporation of
MetLife, Inc., incorporated herein by reference to Exhibit
3.1 to MetLife, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 (the "2000 Annual
Report").
4.3 -- Amended and Restated By-laws of MetLife, Inc., effective
July 27, 2004, incorporated herein by reference to Exhibit
3.2 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004.
4.4 -- Text of Amended Section's of Amended and Restated By-laws of
MetLife, Inc., effective March 20, 2006, incorporated herein
by reference to Exhibit 3.1 to MetLife, Inc.'s Current
Report on Form 8-K dated March 24, 2006.
4.5 -- Form of Certificate of Common Stock, par value $0.01 per
share, incorporated herein by reference to Exhibit 4.1 to
the S-1 Registration Statement.
4.54.6 -- Rights Agreement, between MetLife, Inc. and ChaseMellon
Shareholder Services, Inc., incorporated herein by reference
to Exhibit 10.6 to the 2000 Annual Report.
4.64.7 -- Amendment to MetLife Policyholder Trust Agreement,
incorporated herein by reference to Exhibit 4.6 to the
MetLife Policyholder Trust's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.
31.1 -- Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
25
32.1 -- Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of the
Sarbanes-Oxley Act of 2002. 26
24E-1