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The following is an excerpt from a 10-K SEC Filing, filed by METLIFE POLICYHOLDER TRUST on 3/31/2006.
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METLIFE POLICYHOLDER TRUST - 10-K - 20060331 - NOTES_TO_FINANCIAL_STATEMENT

NOTES TO FINANCIAL STATEMENTS
(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, 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; 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 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. 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. 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.

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 and 11,468,650 for the years ended December 31, 2005, 2004 and 2003, respectively, were redeemed 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). Trust Interests of 170,425, 155,874 and 193,261 for the years ended December 31, 2005, 2004 and 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.

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.

F-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, 2005 that have materially affected, or are reasonably likely to materially affect, the Trust's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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 auditor 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 2005 AND 2004

                                                               2005      2004
                                                              -------   -------
Audit Fees..................................................  $19,838   $18,601
Audit-Related Fees..........................................  $    --   $    --
Tax Fees....................................................  $    --   $    --
All Other Fees..............................................  $    --   $    --

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") 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 Audit Committee reviews, on an annual basis, a schedule of particular audit services that the Holding 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. The Audit Committee also reviews a schedule of audit related, tax and other permitted non-audit services that the 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, as well as information on pre-approval services provided by the independent auditor in the current year.

Based on this information, the Audit Committee pre-approves the audit services that the Holding 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. In addition, the Audit Committee approves the terms of the engagement letter to be entered into with the independent auditor with respect to such services.

If, during the course of the year, 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 payment of additional fees. The Audit Committee or a designated member of the Audit Committee to whom authority has been delegated may, from time to time, pre-approve additional audit and non-audit services to be performed by the independent auditor.

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 E-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.

METLIFE POLICYHOLDER TRUST

By: Wilmington Trust Company, not in
its individual capacity, but
solely as trustee for the Trust

                                          By:/s/ Joseph B. Feil
                                            ------------------------------------
                                            Joseph B. Feil
                                            Name: Joseph B. Feil
                                            Title:   Assistant Vice President

Dated: March 31, 2006

15

EXHIBIT INDEX

EXHIBIT NO.                                  DESCRIPTION
-----------                                  -----------
     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.
     4.6       --    Rights Agreement, between MetLife, Inc. and ChaseMellon
                     Shareholder Services, Inc., incorporated herein by reference
                     to Exhibit 10.6 to the 2000 Annual Report.
     4.7       --    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.
    32.1       --    Certification pursuant to Section 906 of the Sarbanes-Oxley
                     Act of 2002.

E-1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Joseph B. Feil, certify that:

1. I have reviewed this annual report on Form 10-K of MetLife Policyholder Trust, for which Wilmington Trust Company acts as Trustee;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), or for causing such procedures to be established and maintained, for the registrant and I have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves persons who have a significant role in the registrant's internal control over financial reporting.

In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by MetLife, Inc. and Mellon Investor Services LLC.

                                          By: /s/ Joseph B. Feil
                                            ------------------------------------
                                            Joseph B. Feil
                                            Assistant Vice President
                                            Wilmington Trust Company

Date: March 31, 2006


EXHIBIT 32.1

SECTION 906 CERTIFICATION

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF
THE UNITED STATES CODE

The following certification accompanies the issuer's Annual Report on Form 10-K and is furnished, not filed, as provided in SEC Release Nos. 33-8238, 34-47986 dated June 5, 2003:

I, Joseph B. Feil, Assistant Vice President of Wilmington Trust Company, trustee of the MetLife Policyholder Trust (the "Trust"), certify that (i) the Trust's Annual Report on Form 10-K for the year ended December 31, 2005 (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

                                          By: /s/ Joseph B. Feil
                                            ------------------------------------
                                            Joseph B. Feil
                                            Assistant Vice President
                                            Wilmington Trust Company

Date: March 31, 2006

A signed original of this written statement required by Section 906 has been provided to the MetLife Policyholder Trust and will be retained by the MetLife Policyholder Trust and furnished to the Securities and Exchange Commission or its staff upon request.

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