REGISTRATION STATEMENT NO. 333-201860
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 1
METLIFE INSURANCE COMPANY USA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
06-0566090
(I.R.S. Employer Identification Number)
11225 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277
(800) 989-3752
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ERIC T. STEIGERWALT
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
METLIFE INSURANCE COMPANY USA
11225 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Diane E. Ambler, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check
the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AMOUNT OF
OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED REGISTERED REGISTRATION FEE
PER UNIT(1) OFFERING PRICE
Fixed Account Annuitization Options
with a Market Value Adjustment Cash $10,000 Not applicable $10,000 $1.16
Out
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1.Interests are sold on a dollar for dollar basis and not on the basis of a
price per share or unit.
The securities were registered and any applicable filing fee was paid in the
original filing of this registration statement. No additional securities are
being registered in this pre-effective amendment No. 1.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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METLIFE INSURANCE COMPANY USA
METLIFE RETIREMENT ACCOUNT
LIQUIDITY BENEFIT
The Liquidity Benefit described in this prospectus is available only in
conjunction with the MetLife Retirement Account variable annuity contract (the
"Contract") issued by MetLife Insurance Company USA (the "Company"). The
Contract is available in connection with certain retirement Plans that qualify
for special federal income tax treatment ("Qualified Contracts"). We may issue
the Contract as an individual Contract or as a group Contract. When We issue a
group Contract, You will receive a Certificate summarizing the Contract's
provisions. For convenience, We refer to Contracts and Certificates as
"Contracts". The Contract is not available to new purchasers. The specific
features of the Contract and the Separate Account are disclosed in greater
detail in the Contract prospectus.
The group annuity Contract may be issued to Contract Owners on an allocated
basis.
This prospectus explains:
o the Liquidity Benefit
o MetLife Insurance Company USA -- LIQUIDITY BENEFIT -- RISK (SEE PAGE 5)
o the Annuity Period
o Payment Options
o Surrender Charge
o Market Value Adjustment
o other aspects of the Liquidity Benefit
The Liquidity Benefit may not be available in all states or to all purchasers
of the Contract.
Your Contract is issued by the Company which is located at 11225 North
Community House Road, Charlotte, NC 28277, telephone number 1-800-842-9406.
MetLife Investors Distribution Company, 1095 Avenue of the Americas, New York,
NY 10036, is the principal underwriter and distributor of the Contracts.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK,
AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED MAY 1, 2015
TABLE OF CONTENTS
PAGE
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Special Terms............................................. 3
Summary................................................... 5
The Insurance Company -- Liquidity Benefit -- Risk........ 5
The Annuity Contract and Your Retirement Plan............. 5
The Liquidity Benefit..................................... 6
The Annuity Period...................................... 6
Allocation of Annuity................................... 6
Fixed Annuity........................................... 6
Liquidity Benefit (Benefit not available under 457
Plans)................................................ 7
Payment Options........................................... 8
Election of Options..................................... 8
Annuity Options......................................... 8
Miscellaneous Contract Provisions......................... 9
PAGE
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Restrictions on Financial Transactions.................. 9
Misstatement............................................ 9
Distribution of the Contracts............................. 9
Federal Tax Considerations................................ 11
Taxation of the Company................................. 11
Information Regarding the Contracts..................... 11
Abandoned Property Requirements........................... 11
Information Incorporated by Reference..................... 11
Experts................................................... 12
Independent Registered Public Accounting Firm........... 12
Appendix A: What You Need To Know If You Are A Texas
Optional Retirement Program Participant................. A-1
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SPECIAL TERMS
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In this prospectus, the following terms have the indicated meanings:
ACCUMULATION PERIOD -- The period before the commencement of Annuity Payments.
ACCUMULATION UNIT -- An accounting unit of measure used to calculate Contract
Values before Annuity Payments begin.
ANNUITANT -- A person on whose life the Maturity Date depends, and Annuity
Payments are made.
ANNUITY -- Payment of income for a stated period or amount.
ANNUITY PAYMENTS -- A series of periodic payments (i) for life; (ii) for life
with a minimum number of payments; (iii) for the joint lifetime of the
Annuitant and another person, and thereafter during the lifetime of the
survivor; or (iv) for a fixed period.
ANNUITY PERIOD -- The period following commencement of Annuity Payments.
BENEFICIARY (IES) -- The person(s) or trustee designated to receive any
remaining contractual benefits in the event of a Participant's, Annuitant's or
Contract Owner's death, as applicable.
CASH SURRENDER VALUE -- The Contract Value less any amounts deducted upon a
withdrawal or surrender, outstanding loans, if available under the Contract,
any applicable Premium Taxes or other surrender charges not previously
deducted.
CERTIFICATE -- (If applicable), the document issued to Participants under a
master group Contract. Any reference in this prospectus to the Contract
includes the underlying Certificate.
CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations, are in effect during the term of this Contract.
COMPANY (WE, US, OUR) -- MetLife Insurance Company USA.
CONTRACT -- For convenience, means the Contract or Certificate, (if
applicable). For example, Contract Year also means Certificate Year.
CONTRACT OWNER -- The person named in the Contract (on the specifications
page). For certain group Contracts, the Contract Owner is the trustee or other
entity which owns the Contract.
CONTRACT VALUE -- the value of the Accumulation Units in Your Account (or a
Participant's Individual Account, if applicable) less any reductions for
administrative charges (hereinafter referred to in the prospectus as Contract
Value).
CONTRACT DATE -- The date on which the Contract is issued. For certain group
Contracts, it is the date on which the Contract becomes effective, as shown on
the specifications page of the Contract.
CONTRACT YEAR -- Twelve-month periods beginning with the Contract Date or any
anniversary thereof.
FIXED ANNUITY -- An Annuity payout option with payments which remain fixed as
to dollar amount throughout the payment period and which do not vary with the
investment experience of a Separate Account.
FUNDING OPTIONS -- The variable investment options to which Purchase Payments
under the Contract may be allocated.
GENERAL ACCOUNT -- The General Account of the Company.
HOME OFFICE -- The Home Office of MetLife Insurance Company USA, 11225 North
Community House Road, Charlotte, NC 28277, or any other office that We may
designate for the purpose of administering the Contract. The office that
administers Your Contract is located at 4700 Westown Parkway, Ste. 200, West
Des Moines, Iowa 50266.
INDIVIDUAL ACCOUNT -- An account which Accumulation Units are credited to a
Participant or Beneficiary under the Contract.
MATURITY DATE -- The date on which the Annuity Payments are to begin,
hereinafter referred to in the prospectus as Maturity Date).
PAYMENT OPTION -- An Annuity or income option elected under Your Contract.
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PLAN -- For a group Contract, the Plan or the arrangement used in a retirement
plan or program whereby the Purchase Payments and any gains are intended to
qualify under Sections 401, 403(b) or 457 of the Code.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
PURCHASE PAYMENTS -- The premium payment(s) applied to the Contract less any
Premium Taxes (if applicable).
QUALIFIED CONTRACT -- A Contract used in a retirement plan or program that is
intended to qualify under Sections 401, 403, 408, 414(d) or 457 of the Code.
SEPARATE ACCOUNT -- A segregated account, the assets of which are invested
solely in the Underlying Funds. The assets of the Separate Account are held
exclusively for the benefit of Contract Owners.
SUBACCOUNT -- that portion of the assets of a Separate Account that is
allocated to a particular underlying Fund.
UNDERLYING FUND -- A portfolio of an open-end management investment company
that is registered with the SEC in which the Subaccounts invest.
VARIABLE ANNUITY -- An Annuity payout option providing for payments varying in
amount in accordance with the investment experience of the assets held in the
underlying securities of the Separate Account.
WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in Good Order at Our Home Office.
YOU, YOUR -- "You", depending on the context, may be the Certificate
holder,participant or the Contract Owner and a natural person, a trust
established for the benefit of a natural person, or a charitable remainder
trust, or a Plan (or the employer purchaser who has purchased the Contract on
behalf of the Plan).
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SUMMARY
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This prospectus describes the Liquidity Benefit available as a feature under
the MetLife Retirement Account funded by MetLife of CT Separate Account Eleven.
The Variable Annuity Contract is registered with the Securities and Exchange
Commission. The Contract is used with:
o qualified pension and profit-sharing Plans
o tax-deferred annuity Plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)
o individual retirement accounts
The Company issues the Contract. Purchase Payments made under the Contract and
directed to the Fixed Account Option become a part of the Company's General
Account. Purchase Payments may also be allocated to one or more Separate
Account options. The Variable Annuity Contract and underlying mutual funds are
described in separate prospectuses. Please read all prospectuses carefully.
When You annuitize Your Contract, You have the ability to choose whether to
receive regular payments ("Annuity Payments") on a variable or fixed basis. If
You choose a Fixed Annuity that guarantees payments for a minimum period of
time ("period certain"), You may take a lump sum payment (equal to a portion of
all of the value of the remaining payments) any time after the first Contract
Year. (This is known as the "Liquidity Benefit".) THERE IS A 5% SURRENDER
CHARGE APPLIED TO THE LUMP SUM AMOUNT WITHDRAWN PURSUANT TO THE LIQUIDITY
BENEFIT. If You do take a withdrawal under the Liquidity Benefit, We calculate
the amount due to You based on the present value of the remaining period
certain payments using a current interest rate. This calculation may result in
a market value adjustment applied to Your withdrawal.
THE INSURANCE COMPANY -- LIQUIDITY BENEFIT -- RISK
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MetLife Insurance Company USA is a stock life insurance company originally
chartered in Connecticut in 1863 and currently subject to the laws of the State
of Delaware. The Company was previously known as MetLife Insurance Company of
Connecticut but changed its name to MetLife Insurance Company USA when it
changed its state of domicile from Connecticut to Delaware on November 14,
2014. The Company is licensed to conduct business in all states of the United
States, except New York, and in the District of Columbia, Puerto Rico, Guam,
the U.S. and British Virgin Islands and the Bahamas. The Company is a
wholly-owned subsidiary of MetLife, Inc., a publicly-traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and financial services to individuals and institutional customers.
Benefit amounts, including any Liquidity Benefits, are paid from Our General
Account and are subject to the financial strength and claims paying ability of
the Company and Our long term ability to make such payments and are not
guaranteed by any other party. We issue other Annuity contracts and life
insurance policies where We pay all money We owe under those contracts and
policies from Our General Account. We are regulated as an insurance company
under state law, which includes, generally, limits on the amount and type of
investments in its General Account. However, there is no guarantee that We will
be able to meet Our claims paying obligations; there are risks to purchasing
any insurance product. A market value adjustment may increase or decrease the
amount payable upon the exercise of the Liquidity Benefit. The Liquidity
Benefit is subject to a 5% surrender charge.
The Company's Home Office is located at 11225 North Community House Road,
Charlotte, NC 28277. The office that administers Your Contract is located at
4700 Westown Parkway, Ste. 200, West Des Moines, Iowa 50266.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
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If You participate through a retirement Plan or other group arrangement, the
Contract may provide that all or some of Your rights or choices as described in
this prospectus are subject to the Plan's terms. For example, limitations on
Your rights may apply to the availability of the Liquidity Benefit.
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The Contract may provide that a Plan administrative fee will be paid by making
a withdrawal from Your Contract Value during the Accumulation Period. Also, the
Contract may require that You or Your Beneficiary obtain a signed authorization
from Your employer or Plan Administrator to exercise certain rights. We may
rely on Your employer's or Plan Administrator's statements to Us as to the
terms of the Plan or Your entitlement to any amounts. We are not a party to
Your employer's retirement Plan. We will not be responsible for determining
what Your Plan says. You should consult the Contract and Plan document to see
how You may be affected. If You are a Texas Optional Retirement Program
Participant, please see Appendix A for specific information which applies to
You.
THE LIQUIDITY BENEFIT
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The Liquidity Benefit is available only in conjunction with the purchase of a
MetLife Retirement Account Variable Annuity Contract issued by the Company. The
Contract is available as an individual or group Contract. Participants under
the MetLife Retirement Account are issued Certificates summarizing the
provisions of the group Contract. For convenience, We refer to both individual
Contract Owners and Participants as Contract Owners.
THE ANNUITY PERIOD
MATURITY DATE
Under the Contract, You can receive regular payments ("Annuity Payments"). You
can choose the month and the year in which those payments begin ("Maturity
Date"). You can also choose among income payouts (Annuity options) or elect a
lump-sum distribution. While the Annuitant is alive, You can change Your
selection any time up to the Maturity Date. Annuity Payments will begin on the
Maturity Date stated in the Contract unless (1) You fully surrendered the
Contract; (2) We paid the proceeds to the Beneficiary before that date; or (3)
You elected another date. Annuity Payments are a series of periodic payments
(a) for life; (b) for life with either a minimum number of payments or a
specific amount assured; or (c) for the joint lifetime of the Annuitant and
another person, and thereafter during the lifetime of the survivor. We may
require proof that the Annuitant is alive before Annuity Payments are made. Not
all options may be available in all states. The Annuity Payment Options are
described in greater detail in the section titled "Payment Options."
You may choose to annuitize at any time after You purchase Your Contract.
Unless You elect otherwise, the Maturity Date will be the Annuitant's 90th
birthday or ten years after the effective date of the Contract, if later. This
requirement may be changed by Us.
At least 30 days before the original Maturity Date, You may elect to extend the
Maturity Date to any time prior to the Annuitant's 90th birthday, or to a later
date with Our consent. You may use certain Annuity options taken at the
Maturity Date to meet the minimum required distribution requirements of federal
tax law, or You may use a program of withdrawals instead. These mandatory
distribution requirements take effect generally upon the death of the Contract
Owner, or with certain Qualified Contracts upon either the later of the
Contract Owner's attainment of age 70 1/2 or year of retirement. You should
seek independent tax advice regarding the election of minimum required
distributions.
ALLOCATION OF ANNUITY
You may elect to receive Your Annuity Payments in the form of a Variable
Annuity, a Fixed Annuity, or a combination of both. If, at the time Annuity
Payments begin, You have not made an election, We will apply Your Contract
Value to provide an Annuity funded by the same Funding Options as You have
selected during the Accumulation Period. At least 30 days before the Maturity
Date, You may transfer the Contract Value among the Funding Options in order to
change the basis on which We will determine Annuity Payments.
ANNUITIZATION CREDIT. This credit is applied to the Contract Value used to
purchase one of the Annuity options described below. The credit equals 0.5% of
Your Contract Value if You annuitize during Contract Years 2-5, 1% during
Contract Years 6-10, and 2% after Contract Year 10. There is no credit applied
to Contracts held less than 1 year.
FIXED ANNUITY
You may choose a Fixed Annuity that provides payments that do not vary during
the Annuity Period. Your Contract contains the tables We use to determine Your
monthly Annuity Payments. The amount We apply to the tables will be the
Contract Value as of the date Annuity Payments begin, less any applicable
Premium Taxes not previously deducted.
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The amount of Your monthly payment depends on the Annuity option You elected
and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total monthly Annuity Payment by
multiplying the benefit per $1,000 of value shown in the Contract tables by the
number thousands of dollars of Contract Value You apply to that Annuity option.
Payout rates will not be lower than those shown in the Contract. If it would
produce a larger payment, the first Fixed Annuity Payment will be determined
using the Life Annuity Tables in effect for the same class of Contract Owners
on the Maturity Date.
If You have elected the Increasing Benefit Option, the payments will be
calculated as above. However, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage You elected.
LIQUIDITY BENEFIT (BENEFIT NOT AVAILABLE UNDER 457 PLANS)
If You select any Annuity option that guarantees You payments for a minimum
period of time ("period certain"), You may take a lump sum payment (equal to a
portion or all of the value of the remaining payments) any time after the first
Contract Year. THERE IS A SURRENDER CHARGE OF 5% OF THE AMOUNT WITHDRAWN UNDER
THIS OPTION.
For Fixed Annuity Payments, We calculate the present value of the remaining
period certain payments using a current interest rate. The current interest
rate used depends on the amount of time left in the Annuity option You elected.
The current rate will be the same rate We would give someone electing an
Annuity option for that same amount of time. If the period of time remaining is
less than the minimum length of time which We offer a new Fixed Annuity Period
Certain Only annuitization, then the interest rate will be the rate of return
for that minimum length of time. If You request a percentage of the amount
available during the period certain, We will reduce the amount of each payment
during the rest of the period certain by that percentage. After the period
certain expires, Your payments will increase to the level they would have been
had no liquidation taken place.
The market value adjustment formula for calculating the present value described
above for Fixed Annuity Payments is as follows:
n
Present Value = E [Payments x (1/1 + iC)] t/365
s = 1
Where
iC = the interest rate described above
n = the number of payments remaining in the Contract Owner's certain period at
the time of request for this benefit
t = number of days remaining until that payment is made, adjusting for leap
years.
ILLUSTRATION:
Amount Annuitized $12,589.80
Annuity Option Life with 10 year certain period
Annuity Payments $1,000 Annually -- first payment immediately
For the purposes of illustration, assume after two years (immediately preceding
the third payment), You choose to receive full liquidity, and the current rate
of return that We are then crediting for 8 year fixed Period Certain Only
Annuitizations is 4.00%. The total amount available for liquidity is calculated
as follows:
1000 + (1000/1.04) + (1000/1.04)2 + (1000/1.04)3 + (1000/1.04)4 +
(1000/1.04)5 + (1000/1.04)6 + (1000/1.04)7 = $7002.06
The surrender penalty is calculated as 5% of $7,002.06, or $350.10.
The net result to You after subtraction of the surrender penalty of $350.10
would be $6,651.96.
You would receive no more payments for 8 years. After 8 years, if You are still
living, You will receive $1,000 annually until Your death.
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PAYMENT OPTIONS
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ELECTION OF OPTIONS
While the Annuitant is alive, You can change Your Annuity option selection any
time up to the Maturity Date. Once Annuity Payments have begun, no further
elections are allowed.
During the Annuitant's lifetime, if You do not elect otherwise before the
Maturity Date, We will pay You (or another designated payee) the first of a
series of monthly Annuity Payments based on the life of the Annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120, 180 or 240 monthly
payments assured). (See below for a description of each option.) For certain
Qualified Contracts, Annuity Option 4 (Joint and Last Survivor Life Annuity --
Annuity Reduced on Death of Primary Payee) will be the automatic option as
described in the Contract.
The minimum amount that can be placed under an Annuity option will be $2,000
unless We agree to a lesser amount. If any monthly periodic payment due is less
than $100,We reserve the right to make payments at less frequent intervals, or
to pay the Contract Value in a lump-sum.
On the Maturity Date, We will pay the amount due under the Contract in
accordance with the Payment Option that You select. You may choose to receive a
single lump-sum payment. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
Annuitant must be made by the Contract Owner.
ANNUITY OPTIONS
Subject to the conditions described in "Election of Options" above, We may pay
all or any part of the Cash Surrender Value under one or more of the following
Annuity options. Payments under the Annuity options are generally made on a
monthly basis. We may offer additional options. Where required by state law or
under a qualified retirement plan, the Annuitant's sex will not be taken into
account in calculating Annuity Payments. Annuity rates will not be less than
the rates guaranteed by the Contract at the time of purchase for the assumed
investment return and option elected. Due to underwriting, administrative or
Code considerations, the choice of percentage reduction and/or the duration of
the guarantee period may be limited.
Your income payment amount will depend upon Your choices. For lifetime options,
the age and sex (where permitted) of the measuring lives (Annuitants) will also
be considered. For example, if You select an Annuity option guaranteeing
payments for Your lifetime and Your spouse's lifetime, Your payments will
typically be lower than if You select an Annuity option with payments over only
Your lifetime. Annuity options that guarantee that payments will be made for a
certain number of years regardless of whether the Annuitant or joint Annuitant
is alive (such as Options 2, as defined below) result in payments that are
smaller than with Annuity options without such a guarantee (such as Option 1,
Option 3 or Option 4, as defined below). In addition, to the extent the Annuity
options have a guarantee period, choosing a shorter guarantee period will
result in each payment being larger. Generally, if more than one frequency is
permitted under Your Contract, choosing less frequent payments will result in
each Annuity payment being larger.
Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments
during the lifetime of the Annuitant, terminating with the last payment
preceding death. While this option offers the maximum periodic payments, there
is no assurance of a minimum number of payments nor a provision for a death
benefit for Beneficiaries.
Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly Annuity Payments during the lifetime of the
Annuitant, with the agreement that if, at the death of that person, payments
have been made for less than 120, 180 or 240 months, as elected, payments will
be continued during the remainder of the period to the Beneficiary designated.
Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make Annuity Payments during the lifetime of the Annuitant and a second person.
When either person dies, We will continue making payments to the survivor. No
further payments will be made following the death of the survivor. There is no
assurance of a minimum number of payments, nor is there a provision for a death
benefit upon the survivor's death.
Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make Annuity Payments during the lifetimes of
the Annuitant and a second person. One of the two persons will be designated as
the primary payee. The other will be designated as secondary payee. On the
death of the secondary
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payee, if survived by the primary payee, the Company will continue to make
monthly Annuity Payments to the primary payee in the same amount that would
have been payable during the joint lifetime of the two persons. On the death of
the primary payee, if survived by the secondary payee, the Company will
continue to make Annuity Payments to the secondary payee in an amount equal to
50% of the payments, which would have been made during the lifetime of the
primary payee. No further payments will be made once both payees have died.
Option 5 -- Payments for a Fixed Period (Term Certain). We will make periodic
payments for the period selected. Please note that Option 5 may not satisfy the
minimum required distribution rules for Qualified Contracts. Consult a tax
adviser before electing this option.
Option 6 -- Other Annuity Options. We will make any other arrangements for
Annuity Payments as may be mutually agreed upon.
MISCELLANEOUS CONTRACT PROVISIONS
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RESTRICTIONS ON FINANCIAL TRANSACTIONS
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require Us to block a Contract Owner's ability to
make certain transactions and thereby refuse to accept any request for
transfers, withdrawals, surrenders, or death benefits, until instructions are
received from the appropriate regulator. We may also be required to provide
additional information about You and Your Contract to government regulators.
MISSTATEMENT
We may require proof of age of the Owner, Beneficiary or Annuitant before
making any payments under this Contract that are measured by the Owner's,
Beneficiary's or Annuitant's life. If the age of the measuring life has been
misstated, the amount payable will be the amount that would have been provided
at the correct age.
Once Annuity Payments have begun, any overpayments or underpayments will be
deducted from or added to the payment or payments made after the adjustment. In
certain states, We are required to pay interest on any underpayments.
DISTRIBUTION OF THE CONTRACTS
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MetLife Investors Distribution Company ("MLIDC") is the principal underwriter
and distributor of the securities offered through this prospectus. MLIDC, which
is Our affiliate, also acts as the principal underwriter and distributor of
some of the other annuity contracts and Variable Annuity Contracts and variable
life insurance policies We and Our affiliated companies issue. We reimburse
MLIDC for expenses MLIDC incurs in distributing the Contracts (e.g. commissions
payable to the retail broker-dealers who sell the Contracts, including Our
affiliated broker dealers.) MLIDC does not retain any fees under the Contracts.
We also pay amounts to MLIDC that may be used for its operating and other
expenses, including the following sales expenses: compensation and bonuses for
MLIDC's management team, advertising expenses, and other expenses of
distributing the Contracts. MLIDC's management team also may be eligible for
non-cash compensation items that we may provide jointly with MLIDC. Non-cash
items include conferences, seminars and trips (including travel, lodging and
meals in connection therewith), entertainment, merchandise and other similar
items.
MLIDC's principal executive offices are located at 1095 Avenue of the Americas,
New York, NY 10036. MLIDC is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
well as the securities commissions in the states in which it operates, and is a
member of the Financial Industry Regulatory Authority ("FINRA"). FINRA provides
background information about broker-dealers and their registered
representatives through FINRA BrokerCheck. You may contact the FINRA
BrokerCheck Hotline 1-800-289-9999, or log on to www.finra.org. An investor
brochure that includes information describing FINRA BrokerCheck is available
through the Hotline or on-line.
9
The Contracts are sold through Our licensed sales representatives who are
associated with Our affiliated broker dealer MetLife Securities, lnc. ("MSI"),
which is paid compensation for the promotion and sale of the Contracts. MSI is
registered with the SEC as a broker-dealer under the Securities Exchange Act of
1934 and is also a member of FlNRA. The Contracts may also be sold through
other registered broker-dealers. The Contracts may also be sold through the
mail, the Internet or by telephone.
There is no front-end sales load deducted from Purchase Payments to pay sales
commissions. Our sales representatives must meet a minimum level of sales
production, in order to maintain their agent status with Us. Sales
representatives can meet the minimum level of sales production through sales of
proprietary and/or non-proprietary products. (Proprietary products are those
issued by Us or Our affiliates.) However, sales representatives can meet a
lower alternative minimum level of sales production if the sales representative
focuses on sales of proprietary products. Therefore, a sales representative may
have an incentive to favor the sale of proprietary products. Moreover, because
the managers who supervise the representatives receive a higher level of
compensation based on sales of proprietary products, these sales managers have
an incentive to promote the sale of proprietary products.
We generally pay compensation as a percentage of Funding Options invested in
the Contract. Alternatively, We may pay lower compensation on Funding Options
but pay periodic asset-based compensation based on all or a portion of the
Contract Value. The amount and timing and compensation may vary depending on
the selling agreement but is not expected to exceed 7.5% of Purchase Payments
(if up-front compensation is paid to registered representatives) and up to
1.50% annually of average Contract Value (if asset-based compensation is paid
to registered representatives).
Our sales representatives and their managers may be eligible for additional
cash compensation, such as bonuses and expense allowances that may be tied to
sales of specific products), equity awards (such as stock options), training
allowances, supplemental compensation, product level add-ons controlled at the
local and company levels, financing arrangements, special loan repayment
options, marketing support, medical and other insurance benefits, and
retirement benefits and other benefits. Since some of this is additional
compensation, in particular, life insurance, disability and retirement benefits
is based primarily on the amount of proprietary products sold, Our sales
representatives and their managers have an incentive to favor the sale of
proprietary products. Sales representatives who meet certain productivity,
persistency, and length of service standards and/or their managers may be
eligible for additional cash compensation. Moreover, managers may be eligible
for additional cash compensation based on the sales production of the sales
representatives that the manager supervises. The business unit responsible for
the operation of Our distribution system is also eligible to receive an amount
of compensation.
Our sales representatives and their managers may be eligible for non-cash
compensation incentives, such as conferences, trips, prizes and awards. Other
non-cash compensation payments may be made for other services that are not
directly related to the sale of products. These payments may include support
services in the form of recruitment and training of personnel, production of
promotional services and other support services.
MLIDC may also pay compensation for the sale of Contracts by unaffiliated
broker-dealers. The compensation paid to unaffiliated broker-dealers for sales
of the Contracts is generally not expected to exceed, on a present value basis,
the aggregate amount of total compensation that is paid with respect to sales
made through Our representatives. (The total compensation includes payments
that We make to Our business unit that is responsible for the operation of the
distribution systems through which the Contracts are sold.) Broker-dealers pay
their sales representatives all or a portion of the commissions received for
their sales of the Contracts. Some firms may retain a portion of commissions.
The amount that the broker-dealer passes on to its sales representatives is
determined in accordance with its internal compensation programs. Those
programs may also include other types of cash and non-cash compensation and
other benefits. Sales representatives of these selling firms may also receive
non-cash compensation pursuant to their firm's guidelines, directly from Us or
the distributor. We and Our affiliates may also provide sales support in the
form of training, sponsoring conferences, defraying expenses at vendor
meetings, providing promotional literature and similar services. An
unaffiliated broker-dealer or sales representative of an unaffiliated
broker-dealer may receive different compensation for selling one product over
another and/or may be inclined to favor one product provider over another
product provider due to differing compensation rates. Ask Your sales
representative further information about what Your sales representative and the
broker-dealer for which he or she works may receive in connection with Your
purchase of a Contract.
From time to time, We pay organizations, associations and non-profit
organizations fees to sponsor Our variable annuity contracts. We may also
obtain access to an organization's members to market Our variable annuity
contracts. These organizations are compensated for their sponsorship of Our
variable annuity contracts in various ways. Primarily, they receive a flat fee
from Us. We also compensate these organizations by funding oftheir programs,
10
scholarships, events or awards, such as a principal of the year award. We may
also lease their office space or pay fees for display space at their events,
purchase advertisements in their publications or reimburse or defray their
expenses. In some cases, We hire organizations to perform administrative
services for Us, for which they are paid a fee based upon a percentage of the
account balances their members hold in the Contract. We also may retain finders
and consultants to introduce Us to potential clients and for establishing and
maintaining relationships between Us and various organizations. The finders and
consultants are primarily paid flat fees and may be reimbursed for their
expenses. We or Our affiliates may also pay duly licensed individuals
associated with these organizations cash compensation for the sales of the
Contracts.
FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under Part I of Subchapter L
of the Code. The assets underlying the Liquidity Benefit under the Contracts
will be owned by the Company. The income earned on such assets will be the
Company's income.
INFORMATION REGARDING THE CONTRACTS
Tax information regarding the Contracts/Certificates and distributions is
briefly described in the accompanying Contract prospectus.
Any Code reference to "spouse" includes those persons who are married spouses
under state law.
ABANDONED PROPERTY REQUIREMENTS
--------------------------------------------------------------------------------
Every state has unclaimed property laws that generally declare non-ERISA
("Employee Retirement Income Security Act of 1974") annuity contracts to be
abandoned after a period of inactivity of three to five years from the
contract's Maturity Date or the date the death benefit is due and payable. For
example, if the payment of a death benefit has been triggered, but, if after a
thorough search, we are still unable to locate the Beneficiary of the death
benefit, or the Beneficiary does not come forward to claim the death benefit in
a timely manner, the death benefit will be paid to the abandoned property
division or unclaimed property office of the state in which the Beneficiary or
you last resided, as shown on our books and records, or to our state of
domicile. (Escheatment is the formal, legal name for this process.) However,
the state is obligated to pay the death benefit (without interest) if your
Beneficiary steps forward to claim it with the proper documentation. To prevent
your Contract's proceeds from being paid to the state abandoned or unclaimed
property office, it is important that you update your Beneficiary designations,
including addresses, if and as they change. Please call 1-800-343-8496 to make
such changes.
INFORMATION INCORPORATED BY REFERENCE
--------------------------------------------------------------------------------
Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts. The
Company's annual report on Form 10-K was filed with the SEC on March 30, 2015
via EDGAR File No. 033-03094. The Form 10-K contains information for the period
ended December 31, 2014, about the Company, including consolidated audited
financial statements for the Company's latest fiscal year. The Form 10-K is
incorporated by reference into this prospectus.In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior
to the termination of the offering, are also incorporated by reference into
this prospectus. We are not incorporating by reference, in any case, any
documents or information deemed to have been furnished and not filed in
accordance with SEC rules.
11
There have been no material changes in the Company's affairs which have
occurred since the end of the latest fiscal year for which audited consolidated
financial statements were included in the latest Form 10-K or which have not
been described in a Form 10-Q or Form 8-K filed by the Company under the
Exchange Act.
If requested, the Company will furnish, without charge, a copy of any and all
of the reports or documents that have been incorporated by reference into this
prospectus. You may direct Your requests to the Company at, 11225 North
Community House Road, Charlotte, NC, 28277. The telephone number
1-800-842-9406. You may also access the incorporated reports and other
documents at www.metlife.com.
The Company files periodic reports as required under the Exchange Act
(including Form 10-K, 10-Q and 8-K). You may also read and copy any materials
that the Company files with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
EXPERTS
--------------------------------------------------------------------------------
Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Delaware law and the validity of the forms of the Contracts under Delaware law
have been passed on by legal counsel for the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
MetLife Insurance Company USA and subsidiaries' (the "Company") Annual Report
on Form 10-K for the year ended December 31, 2014, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report, which is incorporated herein by reference (which
expresses an unqualified opinion and includes an explanatory paragraph
regarding the renaming of the Company, its mergers with entities under common
control, and the retrospective adjustment of the consolidated financial
statements for all periods presented to reflect the mergers in a manner similar
to a pooling-of-interests as described in Note 3). Such consolidated financial
statements and financial statement schedules have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The principal business address of Deloitte & Touche LLP is 30 Rockefeller
Plaza, New York, New York 10112-0015.
12
APPENDIX A
--------------------------------------------------------------------------------
WHAT YOU NEED TO KNOW IF YOU ARE A TEXAS OPTIONAL RETIREMENT PROGRAM
PARTICIPANT
If You are a Participant in the Texas Optional Retirement Program, Texas law
permits Us to make withdrawals on Your behalf only if You die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal You ask for requires a written statement from
the appropriate Texas institution of higher education verifying Your vesting
status and (if applicable) termination of employment. Also, We require a
written statement from You that You are not transferring employment to another
Texas institution of higher education. If You retire or terminate employment in
all Texas institutions of higher education or die before being vested, amounts
provided by the state's matching contribution will be refunded to the
appropriate Texas institution. We may change these restrictions or add others
without Your consent to the extent necessary to maintain compliance with the
law.
A-1
THIS PAGE INTENTIONALLY LEFT BLANK.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred in
connection with the securities being offered:
Accountant's Fees and Expenses: $6,800
Legal Fees and Expenses: $2,400
Printing Expenses: N/A
Registration Fee: $1.16
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As described in their respective governing documents, MetLife, Inc.(the
ultimate parent of the Registrant and MetLife Investors Distribution Company,
the Registrant's underwriter (the "Underwriter")) and the Registrant, each of
which is incorporated in the state of Delaware, shall indemnify any person who
is made or is threatened to be made a party to any civil or criminal suit, or
any administrative or investigative proceeding, by reason of that person's
service as a director, officer, or agent of the respective company, under
certain circumstances, against liabilities and expenses incurred by such person
(except, with respect to the Registrant, as described below regarding MetLife
Employees).
As described in its governing documents, the Underwriter, which is incorporated
in the state of Missouri, may indemnify, under certain circumstances, any
person who is made a party to any civil or criminal suit, or made a subject of
any administrative or investigative proceeding by reason of the fact that he is
or was a director, officer, or agent of the Underwriter. The Underwriter also
has such other and further powers of indemnification as are not inconsistent
with the laws of Missouri.
MetLife, Inc. also has adopted a policy to indemnify employees ("MetLife
Employees") of MetLife, Inc. or its affiliates ("MetLife"), including any
MetLife Employees serving as directors or officers of the Registrant or the
Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances,
indemnify MetLife Employees for losses and expenses incurred in connection with
legal actions threatened or brought against them as a result of their service
to MetLife. The policy excludes MetLife directors and others who are not
MetLife Employees, whose rights to indemnification, if any, are as described in
the charter, bylaws or other arrangement of the relevant company.
MetLife, Inc. also maintains a Directors and Officers Liability and Corporate
Reimbursement Insurance Policy under which the Registrant and the Underwriter,
as well as certain other subsidiaries of MetLife, are covered. MetLife, Inc.
also has secured a Financial Institutions Bond.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
(A) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Distribution and Principal Underwriting Agreement.
(Incorporated herein by reference to Exhibit 1 to the
Registration Statement on Form S-2, File No. 333-51804
filed December 14, 2000.)
1(a). Distribution and Principal Underwriting Agreement between
MetLife Insurance Company of Connecticut and MetLife
Investors Distribution Company (incorporated herein by
reference to Exhibit 3(i)(a) to the Registration
Statement on Form N-4, File Nos. 333-200231/811-03365
filed April 8, 2009.)
2(a). Agreement and Plan of Merger dated as of October 20,
2006. (Incorporated herein by reference to Exhibit 1(a)
to the Registration Statement on Form S-1, File No. 333-
138472 filed on November 7, 2006.)
2(b). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Agreement and Plan of
Merger). (Incorporated herein by reference to Exhibit
1(b) to the Registration Statement on Form S-1, File No.
333-147912, filed on December 7, 2007).
2(c). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Certificate of
Conversion, Certificate of Incorporation and Certificate
of Redomestication from Connecticut). (Incorporated
herein by reference to the Registration Statement on Form
S-3, File No. 333-201860, filed on February 4, 2015.)
4. Contracts. (Incorporated herein by reference to Exhibit 4
to Post-Effective Amendment No. 8 to the Registration
Statement on Form S-2 , File No. 033-33691 filed April
29, 1996.)
4(a). Company Name Change Endorsement. (Incorporated herein by
reference to Exhibit 4(c) to Post-Effective Amendment No.
14 to the Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(a)(i). Company Name Change Endorsement (6-E120-14).
(Incorporated herein by reference to the Registration
Statement on Form S-3, File No. 333-201860, filed on
February 4, 2015.)
4(b). Merger Endorsement. (6--E48-07) December 7, 2007).
(Incorporated herein by reference to Exhibit 4(b) to the
Registration Statement of Form S-1, File No. 333-14712,
filed December 7, 2007.
4(c). Individual Retirement Annuity Qualification Rider.
L-22445 1-08. (Incorporated herein by reference to
Exhibit 4(c) to the Registration Statement on Form S-1,
File No. 033-33691, filed on April 9, 2008.)
4(d). Code Section 457(B) Rider for Eligible Plan of a
Governmental or a Tax Exempt Employer. L-2246565 8-07.
(Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1 File No. 333-147912,
filed on April 9, 2008).
4(e). 403(b) Nationwide Tax Sheltered Annuity Endorsement
(Incorporated herein by reference to Exhibit 4(e) to
Post-effective Amendment No. 2 to MetLife of CT Separate
Account Eleven for Variable Annuities Registration
Statement on Form N-4, File No. 333-152189, filed April
6, 2010.)
5. Opinion re: Legality of Shares. Filed herewith.
8. None.
EXHIBITNUMBER DESCRIPTION
------ -----------
15. None.
23. Consent of Independent Registered Public Accounting Firm.
Filed herewith.
24. Powers of Attorney authorizing Michele H. Abate,
Christine M. DeBiase, Andrew L. Gangolf, and John M.
Richards to act as signatory for Eric T. Steigerwalt,
Gene L. Lunman, Elizabeth M. Forget, Anant Bhalla and
Peter M. Carlson. Filed herewith.
25. None.
26. None.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512
of Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price set represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
6. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
7. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on April 10,
2015.
MetLife Insurance Company USA
(Registrant)
By: /s/ ELIZABETH M. FORGET
---------------------------------------
Elizabeth M. Forget, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 10, 2015.
/s/ *ERIC T. STEIGERWALT Chairman of the Board, President and Chief Executive
------------------------ Officer and a Director
(Eric Thomas Steigerwalt)
/s/ *GENE L. LUNMAN Director and Senior Vice President
------------------------
(Gene L. Lunman)
/s/ *ELIZABETH M. FORGET Director and Senior Vice President
------------------------
(Elizabeth M. Forget)
/s/ *ANANT BHALLA Senior Vice President and Chief Financial Officer
------------------------
(Anant Bhalla)
/s/ *PETER M. CARLSON Executive Vice President and Chief Accounting Officer
------------------------
(Peter M. Carlson)
*By: /s/ MICHELE H. ABATE
--------------------
Michele H. Abate, Attorney-in-Fact
*MetLife Insurance Company USA. Executed by Michele H. Abate, Esquire on behalf
of those indicated pursuant to powers of attorney filed herewith.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5. Opinion re: Legality of Shares
23. Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm
24. Powers of Attorney