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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 001-15787
A. SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF METROPOLITAN LIFE INSURANCE
COMPANY AND PARTICIPATING AFFILIATES
(Exact Name of the Plan)
B. Name of Issuer of the securities held pursuant to the plan and the address
of its principal executive office:
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND PARTICIPATING AFFILIATES
TABLE OF CONTENTS
PAGE
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INDEPENDENT AUDITORS' REPORT................................ 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999............................. 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2000, 1999 and 1998... 3
Notes to Financial Statements and Supplemental Schedule... 4 - 7
Schedule of Assets Held for Investment Purposes as of
December 31, 2000...................................... 8
Signature................................................. 9
Exhibit 23 -- Consent of Deloitte & Touche LLP............ 10
Note: Supplemental schedules not listed are omitted due to the absence of
conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
Savings and Investment Plan for Employees of
Metropolitan Life Insurance Company and
Participating Affiliates:
We have audited the accompanying statements of net assets available for benefits
of the Savings and Investment Plan for Employees of Metropolitan Life Insurance
Company and Participating Affiliates (the "Plan") as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes as of December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in the audit of the basic 2000 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
New York, New York
June 29, 2001
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY
AND PARTICIPATING AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
2000 1999
---------- ----------
(DOLLARS IN THOUSANDS)
ASSETS
Investments, at fair value:
Fixed Income Fund......................................... $1,287,312 $1,330,942
Equity Fund............................................... 736,875 838,356
Common Stock Index Fund................................... 414,826 464,542
Real Estate Fund.......................................... -- 6,358
International Equity Fund................................. 49,282 60,028
Small Company Stock Fund.................................. 161,914 148,799
Value Equity Fund......................................... 31,815 14,056
Emerging Markets Equity Fund.............................. 28,205 34,504
MetLife Company Stock Fund................................ 60,986 --
Loans to Participants..................................... 57,954 53,937
---------- ----------
Net Assets Available for Benefits........................... $2,829,169 $2,951,522
========== ==========
See accompanying notes to financial statements.
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY
AND PARTICIPATING AFFILIATES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Additions:
Participant contributions............................ $ 106,622 $ 107,144 $ 93,265
Employer contributions............................... 46,155 43,032 41,885
Contributions from demutualization proceeds.......... 1,666 -- --
Interest income...................................... 84,024 80,228 80,190
Net (depreciation) appreciation in fair value of
investments....................................... (161,950) 300,083 298,428
---------- ---------- ----------
Total additions................................... 76,517 530,487 513,768
Deductions:
Benefit payments..................................... 229,704 186,574 154,177
Investment advisory and management fees.............. 4,579 3,135 3,087
Other expenses....................................... 103 180 146
---------- ---------- ----------
Total deductions.................................. 234,386 189,889 157,410
---------- ---------- ----------
Net (decrease) increase................................ (157,869) 340,598 356,358
---------- ---------- ----------
Transfers to the plan.................................. 35,516 -- --
Net assets available for benefits, beginning of year... 2,951,522 2,610,924 2,254,566
---------- ---------- ----------
Net assets available for benefits, end of year......... $2,829,169 $2,951,522 $2,610,924
========== ========== ==========
See accompanying notes to financial statements.
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND
PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
(DOLLAR AMOUNTS ARE IN THOUSANDS UNLESS OTHERWISE STATED.)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Savings and Investment Plan for Employees of Metropolitan Life
Insurance Company and Participating Affiliates (the "Plan") is a defined
contribution plan consisting of nine distinct funds -- the Fixed Income Fund,
the Equity Fund, the Common Stock Index Fund, the Real Estate Fund, the
International Equity Fund, the Small Company Stock Fund, the Value Equity Fund,
the Emerging Markets Equity Fund and the MetLife Company Stock Fund.
Contributions to each fund are remitted to Metropolitan Life Insurance Company
(the "Company") pursuant to group annuity contracts.
Fixed Income Fund contributions are allocated to the Met Managed Guaranteed
Interest Contracts or similar contracts with the Company.
Equity Fund contributions are allocated to the Company's Separate Account
No. 12. This Separate Account consists of assets attributed to the Equity Fund
of the Plan and other assets allocated by the Company. Assets in Separate
Account No. 12 are managed by State Street Research & Management Company, which
is an affiliate of the Company.
Common Stock Index Fund contributions are allocated to the Company's
Separate Account MI. This separate account is a commingled account that consists
of assets attributed to the Common Stock Index Fund of the Plan and assets
attributable to other group participants in Separate Account MI. Contributions
to Separate Account MI purchase units in Separate Account II. This fund is
managed by the MetLife Corporate Equities Department.
Contributions to the Real Estate Fund are allocated to the Company's
Separate Account No. 54. This Separate Account is a commingled account that
consists of assets attributable to the Real Estate Fund of the Plan, assets
attributable to other group participants in Separate Account No. 54 and other
assets allocated by the Company. This fund is managed by SSR Realty Advisors
Inc., which is an affiliate of the Company. Effective May 1, 2000 this fund was
no longer available under the Plan.
Contributions to the International Equity Fund are allocated to the
Company's Separate Account No. 79. This Separate Account is an individually
managed separate account that consists of assets attributed to the International
Equity Fund of the Plan. The fund is managed by Capital Guardian Trust Company.
For the period December 22, 1999 through June 6, 2000, the fund was managed by
State Street Research & Management Company. Prior to December 22, 1999 the fund
was managed by Santander Global Advisors.
Contributions to the Small Company Stock Fund are allocated to the
Company's Separate Account No. 307. This Separate Account is a commingled
account that consists of assets attributed to the Small Company Stock Fund of
the Plan, assets attributed to other group participants in Separate Account No.
307 and other assets allocated by the Company. This fund is managed by Westfield
Capital Management. Prior to December 14, 2000, the fund was managed by State
Street Research & Management Company and contributions were allocated to the
Company's Separate Account No. 96.
Contributions to the Value Equity Fund are allocated to the Company's
Separate Account No. 267. This Separate Account is a commingled account that
consists of assets attributed to the Value Equity Fund of the Plan, assets
attributed to other group participants in Separate Account No. 267 and other
assets allocated by the Company. The fund was managed by Harris Associates L.P.
until January 2001, when management of the fund was changed to Davis Selected
Advisors, and the fund was transferred to an individually managed separate
account.
Contributions to the Emerging Markets Equity Fund are allocated to the
Company's Separate Account No. 247. This Separate Account is an individually
managed separate account that consists of assets attributed
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND
PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE -- (CONTINUED)
to the Emerging Markets Equity Fund of the Plan. The fund is managed by Merrill
Lynch Investment Management.
MetLife Company Stock Fund contributions are invested primarily in shares
of Common Stock of MetLife, Inc. The fund also invests a portion of its assets
in cash to manage liquidations and purchases. The fund is managed by Mellon Bank
N.A.
The following are the significant accounting policies followed by the Plan:
a. BASIS OF ACCOUNTING -- The financial statements of the Plan have
been prepared in conformity with accounting principles generally accepted
in the United States of America. The preparation of financial statements in
accordance with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
Contributions are recognized when due and withdrawals and
distributions are recognized when incurred. Investment income is recorded
as earned. Loans to participants are carried at the outstanding loan
balance.
b. VALUATION OF INVESTMENTS -- The Plan's net assets in the Fixed
Income Fund are valued at contract value. Contract value represents
contributions made under the contract, plus interest at the annual rate
guaranteed by the fund (6.70% and 6.45% in 2000 and 1999, respectively),
less withdrawals, disbursements and loans to participants.
Funds held in Separate Account No. 12, Separate Account MI, Separate
Account No. 54, Separate Account No. 79, Separate Account No. 307, Separate
Account No. 96, Separate Account No. 267 and Separate Account No. 247 are
stated at the aggregate value of units of participation. Such value
reflects accumulated contributions, dividends and realized and unrealized
investment gains or losses apportioned to such contributions, less loans to
participants, allocable expenses relating to the purchase, sale and
maintenance of the assets in the Separate Accounts, and an allocable part
of the Company's investment expenses.
In June 2000, the FASB issued Statement of Financial Accounting
Standard No. 138, Accounting for Certain Derivative Instruments and Certain
Hedging Activities -- an Amendment of FASB Statement No. 133 ("SFAS 138").
In June 1999, the FASB also issued Statement of Financial Accounting
Standards No. 137, Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133
("SFAS 137"). SFAS 137 deferred the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities ("SFAS 133") until January 1, 2001. SFAS 133 and SFAS
138 require, among other things, that all derivatives be recognized in the
balance sheets as either assets or liabilities and measured at fair value.
Adoption of the provisions of SFAS 133 and SFAS 138 on January 1, 2001 did
not have a material effect on the Plan's financial statements.
2. PLAN DESCRIPTION
GENERAL INFORMATION -- The Plan became effective on May 1, 1970 and, as
subsequently amended, is designed to comply with the requirements of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by the Company's Human Resource Department. The administrator of
the Plan is appointed by the Company's Employee Benefits Committee.
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND
PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE -- (CONTINUED)
PARTICIPATION -- All employees of the Company and its participating
affiliates are eligible to become participants in the Plan on the first of the
month following 30 days of service except certain groups of employees (e.g.,
leased employees and collectively bargained employees).
CONTRIBUTION AND FUNDING -- Contributions, as defined in the Summary Plan
Description, consist of employee basic contributions which are matched by
Metropolitan Life Insurance Company, Metropolitan Property and Casualty
Insurance Company, MetLife Funding, Inc., Edison Supply and Distribution, Inc.,
Farmers National Company, Texas Life Insurance Company, MetLife Securities,
Inc., MetLife Credit Corp. and MetLife Trust Company N.A. (collectively, the
"Companies"), each for its own employees, and employee supplemental
contributions which are not matched by any of the Companies. Contributions of
the Companies vest in the employees' account in accordance with the terms of the
Plan. Contributions of the employees and Companies are credited to the
respective Funds in the manner elected by the employees and provided by the
Plan. Pursuant to the terms of the Plan, matching contributions of the Companies
are reduced to reflect termination of nonvested employee interest and suspended
for prescribed periods of time if money is withdrawn by the employee from
certain restricted funds.
VESTING -- Participant contributions vest immediately. Matching
contributions become fully vested upon attaining age 55 or the participant's
completion of five years of service in accordance with a five grade vesting
schedule.
WITHDRAWALS AND DISTRIBUTIONS -- A participant may request cash withdrawals
from the Plan under the conditions set forth in the Summary Plan Description.
Distributions from the Plan occur upon a participant's retirement, death or
termination of employment.
LOANS -- Loans are available to participants from their accounts. Loan
repayments are repaid to any, or all, of the funds in accordance with the
participant's investment allocation at the time of repayment. The loan balance
outstanding as of December 31, 2000 and 1999 was $57,954 and $53,937,
respectively.
ADMINISTRATIVE EXPENSES -- Expenses of the Plan other than those investment
related expenses described in Note 1 and a limited amount of administrative
expenses are paid by the Companies.
3. INVESTMENTS
The following presents investments that represent five percent or more of
the Plan's net assets:
DECEMBER 31,
------------------------
2000 1999
---------- ----------
Fixed Income Fund........................................... $1,287,312 $1,330,942
Equity Fund................................................. 736,875 838,356
Common Stock Index Fund..................................... 414,826 464,542
Small Company Stock Fund.................................... 161,914 148,799
4. TERMINATION OF THE PLAN
While the Companies intend that the Plan be permanent, each of the
Companies has the right to amend or discontinue it. In the event of termination
of the Plan, each participant shall receive a distribution of his or her
interest, in accordance with the provisions of the Plan.
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND
PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE -- (CONCLUDED)
5. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated June 27, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (the "Code").
Although the Plan has since been amended, the Plan Administrator believes that
the Plan is currently being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
6. NON-EXEMPT TRANSACTIONS
During 1999, the Plan was notified that two of the Plan's Fund managers
entered into prohibited cross trade transactions. The cross trades occurred when
securities were sold (i) under the direction of Merrill Lynch Investment
Management, on behalf of another entity's portfolio, and simultaneously
purchased in the Plan's Emerging Markets Equity Fund which is also managed by
Merrill Lynch Investment Management, and (ii) under the direction of Back Bay
Advisors, LP, on behalf of another entity's portfolio and simultaneously
purchased in the Plan's Fixed Income Fund which is also managed by Back Bay
Advisors LP. The Plan was reimbursed one thousand five hundred eighty dollars
from Merrill Lynch Investment Management and one hundred nineteen thousand seven
hundred sixty one dollars from Back Bay Advisors, LP, in each case for the
instances where the trade price was greater than the independent market price.
7. CHANGES IN THE PLAN
Effective December 31, 2000, the New England Financial 401k Plan and Trust
and the GenAmerica Progress Sharing Plan were merged into the Plan. In January
2001, net assets of $295,370 and $111,715 from the New England Financial 401k
Plan and Trust and the GenAmerica Progress Sharing Plan, respectively, were
transferred into the Plan.
In connection with the acquisition of the standard personal lines property
and casualty insurance operations of The St. Paul Companies in September 1999,
aggregate assets of $35,516 from the St. Paul Companies, Inc. Stock Ownership
Plan and the St. Paul Companies, Inc. Savings Plus Plan were transferred into
the Plan during 2000.
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE INSURANCE COMPANY AND
PARTICIPATING AFFILIATES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2000
ISSUER DESCRIPTION FAIR VALUE
------ ----------- ----------------------
(DOLLARS IN THOUSANDS)
Metropolitan Life Insurance Company Group Annuity Contracts(a):
GAC #11557.............................. $ 557,702
GAC #24888.............................. 729,572
Earnings in excess of stated effective
annual return......................... 38
----------
Total assets in separate account group
annuity contracts -- Fixed Income
Fund.................................. 1,287,312
----------
Metropolitan Life Insurance Company Separate Account Contracts:
GAC #8550:
Equity Fund -- 12....................... 736,875
Common Stock Index Fund -- MI........... 414,826
Real Estate Fund -- 54.................. --
International Equity Fund -- 79......... 49,282
Small Company Stock Fund -- 307......... 161,914
Value Equity Fund -- 267................ 31,815
Emerging Markets Equity Fund -- 247..... 28,205
MetLife Company Stock Fund.............. 60,986
----------
Total assets held for investment in
insurance company separate accounts... 1,483,903
----------
Loans to participants................... 57,954
----------
Total assets held for investment
purposes.............................. $2,829,169
==========
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(a) At contract value, which approximates fair value.
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SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities and Exchange Act
of 1934, the trustees (or other persons who administer the Plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Savings and Investment Plan for
Employees Of
Metropolitan Life Insurance Company
and
Participating Affiliates
By: /s/ JAMES N. HESTON
------------------------------------
Name: James N. Heston
Title: Plan Administrator
June 29, 2001
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
and Shareholders of MetLife, Inc.:
We consent to the incorporation by reference in Registration Statement No.
333-37108 of MetLife, Inc. on Form S-8 of our report dated June 29, 2001,
appearing on Form 11-K of the Savings and Investment Plan for Employees of
Metropolitan Life Insurance Company and Participating Affiliates for the year
ended December 31, 2000.
Deloitte & Touche LLP
New York, New York
June 29, 2001
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