MetLife 2009 Annual Report Download - page 197

The Holding Company is prohibited from declaring dividends on the Preferred Shares if it fails to meet specified capital adequacy, net
income and shareholders’ equity levels. In addition, under Federal Reserve Bank of New York Board policy, the Holding Company may not be
able to pay dividends if it does not earn sufficient operating income.
The Preferred Shares do not have voting rights except in certain circumstances where the dividends have not been paid for an equivalent
of six or more dividend payment periods whether or not those periods are consecutive. Under such circumstances, the holders of the
Preferred Shares have certain voting rights with respect to members of the Board of Directors of the Holding Company.
The Preferred Shares are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions. The
Preferred Shares are redeemable, but not prior to September 15, 2010. On and after that date, subject to regulatory approval, the Preferred
Shares will be redeemable at the Holding Company’s option in whole or in part, at a redemption price of $25 per Preferred Share, plus
declared and unpaid dividends.
In December 2008, the Holding Company entered into an RCC related to the Preferred Shares. As a part of the RCC, the Holding Company
agreed that it will not repay, redeem or purchase the Preferred Shares on or before December 31, 2018, unless such repayment, redemption
or purchase is made from the proceeds of the issuance of certain capital securities. The RCC is for the benefit of holders of one or more series
of its indebtedness as designated from time to time by the Holding Company. The RCC will terminate upon the occurrence of certain events,
including the date on which there are no series of outstanding eligible debt securities.
In connection with the offering of the Preferred Shares, the Holding Company incurred $57 million of issuance costs which have been
recorded as a reduction of additional paid-in capital.
Information on the declaration, record and payment dates, as well as per share and aggregate dividend amounts, for the Preferred Shares
is as follows:
Declaration Date Record Date Payment Date Series A Per Share Series A Aggregate Series B Per Share Series B Aggregate
Dividend
(In millions, except per share data)
November 16, 2009 . . . November 30, 2009 December 15, 2009 $0.2527777 $ 7 $0.4062500 $24
August 17, 2009 . . . . . August 31, 2009 September 15, 2009 $0.2555555 6 $0.4062500 24
May 15, 2009 . . . . . . . May 31, 2009 June 15, 2009 $0.2555555 7 $0.4062500 24
March 5, 2009 . . . . . . . February 28, 2009 March 16, 2009 $0.2500000 6 $0.4062500 24
$26 $96
November 17, 2008 . . . November 30, 2008 December 15, 2008 $0.2527777 $ 7 $0.4062500 $24
August 15, 2008 . . . . . August 31, 2008 September 15, 2008 $0.2555555 6 $0.4062500 24
May 15, 2008 . . . . . . . May 31, 2008 June 16, 2008 $0.2555555 7 $0.4062500 24
March 5, 2008 . . . . . . . February 29, 2008 March 17, 2008 $0.3785745 9 $0.4062500 24
$29 $96
November 15, 2007 . . . November 30, 2007 December 17, 2007 $0.4230476 $11 $0.4062500 $24
August 15, 2007 . . . . . August 31, 2007 September 17, 2007 $0.4063333 10 $0.4062500 24
May 15, 2007 . . . . . . . May 31, 2007 June 15, 2007 $0.4060062 10 $0.4062500 24
March 5, 2007 . . . . . . . February 28, 2007 March 15, 2007 $0.3975000 10 $0.4062500 24
$41 $96
See Note 24 for further information.
Common Stock
Issuances
In February 2009 the Holding Company delivered 24,343,154 shares of newly issued common stock for $1,035 million, and in August
2008 the Holding Company delivered 20,244,549 shares of its common stock from treasury stock also for $1,035 million. Each issuance was
made in connection with the initial settlement of the stock purchase contracts issued as part of the common equity units sold in June 2005, as
described in Note 13.
In October 2008 the Holding Company issued 86,250,000 shares of its common stock at a price of $26.50 per share for gross proceeds
of $2,286 million. Of the shares issued, 75,000,000 shares, with a value of $4,040 million were issued from treasury stock for consideration
of $1,988 million. In connection with the offering of common stock, the Holding Company incurred $60 million of issuance costs which have
been recorded as a reduction of additional paid-in capital.
During the years ended December 31, 2009, 2008 and 2007, 861,586 shares, 97,515,737 shares and 3,864,894 shares of common
stock were issued from treasury stock for $46 million, $5,221 million and $172 million, respectively.
F-113MetLife, Inc.
MetLife, Inc.
Notes to the Consolidated Financial Statements — (Continued)