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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
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. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF METROPOLITAN LIFE AND PARTICIPATING
AFFILIATES
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
METLIFE, INC.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
TABLE OF CONTENTS
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .............. 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 ...................................... 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2003 ............................ 3
Notes to Financial Statements ...................................... 4
Supplemental Schedule of Assets Held for Investment Purposes as
of December 31, 2003 ............................................ 8
Signatures ......................................................... 9
Exhibit Index ...................................................... 10
Note: Supplemental schedules not listed are omitted due to the absence of
conditions under which they are required.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Savings and Investment Plan for Employees of
Metropolitan Life 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 and
Participating Affiliates (the "Plan") as of December 31, 2003 and 2002, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2003. 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 standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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, 2003 and 2002, and the changes in net assets available for benefits
for the year ended December 31, 2003, 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, 2003 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 2003 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.
/s/ Deloitte & Touche LLP
New York, New York
June 21, 2004
1
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
(DOLLARS IN THOUSANDS)
2003 2002
---- ----
ASSETS:
Investments ............ $3,370,714 $2,894,468
Loans to Participants .. 49,951 56,863
---------- ----------
Net Assets Available for
Benefits ............. $3,420,665 $2,951,331
========== ==========
See accompanying notes to financial statements.
2
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
2003
----
Additions:
Participant contributions ................... $ 129,126
Employer contributions ...................... 54,226
Interest income ............................. 102,078
Other income ................................ 3,357
Net appreciation in fair value of
Investments .............................. 350,465
----------
Total additions .......................... 639,252
----------
Deductions:
Benefit payments ............................ 166,011
Investment advisory and management fees ..... 3,834
Other expenses .............................. 73
----------
Total deductions ......................... 169,918
----------
Increase in Net Assets ........................ 469,334
----------
Net Assets available for benefits, beginning of
year ...................................... 2,951,331
----------
Net Assets available for benefits, end of year $3,420,665
==========
See accompanying notes to financial statements.
3
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN THOUSANDS UNLESS OTHERWISE STATED)
1. DESCRIPTION OF THE PLAN
The following description of the Savings and Investment Plan for Employees
of Metropolitan Life and Participating Affiliates (the "Plan") is provided for
general information purposes only. Participants should refer to the Plan
Document for the Plan (the "Plan Document") called the Savings and Investment
Plan for Employees of Metropolitan Life and Participating Affiliates for more
complete information.
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, as amended ("ERISA").
Participants who had amounts under The New England 401(k) Plan which were
invested in The New England Financial Accumulation Account, as of December 31,
2000, have such account as a frozen tenth Core Fund (as hereinafter defined), to
the extent they have retained assets in such fund. Such assets are classified
with the Plan's Fixed Income Fund. The Plan is administered by Metropolitan Life
Insurance Company (the "Company"). The record keeper of the Plan is Hewitt
Associates LLC.
The Plan is a defined contribution plan consisting of nine distinct funds
-- Fixed Income Fund, Equity Fund, Common Stock Index Fund, Blended Small
Company Stock Fund, International Equity Fund, Small Company Stock Fund, Value
Equity Fund, Emerging Markets Equity Fund and MetLife Company Stock Fund ("Core
Funds"). Contributions to each fund (other than the MetLife Company Stock Fund)
are remitted to the Company pursuant to group annuity contracts. Contributions
to the MetLife Company Stock Fund are remitted to Mellon Bank, N.A., as trustee.
The Plan also offers a Self-Directed Account to all participants, for which
Mellon Bank, N.A. is trustee. The Self-Directed Account is an investment option
that supplements the Plan's Core Funds. It works like a personal brokerage
account by providing participants with direct access to a wide variety of mutual
funds that are available to the public through many well-known mutual fund
families.
CONTRIBUTION AND FUNDING -- Contributions, as defined in the Plan
Document, consist of employee basic contributions which are matched by the
Company, MetLife Group, Inc. (added effective January 1, 2003), MetLife Funding,
Inc., MetLife Credit Corp., Edison Supply and Distribution, Inc. (non-union
employees only) (ceased to be a participating company effective September 15,
2003), Metropolitan Property and Casualty Insurance Company, Texas Life
Insurance Company, MetLife Securities, Inc. and MetLife Bank, National
Association (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' accounts in
accordance with the terms of the Plan. Contributions of the employees and
Companies are credited to the respective Core 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 six months if money is withdrawn by the
employee from certain restricted funds.
Each year, participants may contribute up to 40 percent of their eligible
compensation, as defined in the Plan, subject to certain Internal Revenue Code
("IRC") limitations. The Companies (other than Texas Life Insurance Company)
each make a 4% contribution when a participant contributes a minimum of 3% of
their eligible compensation to the Plan. Texas Life Insurance Company makes a 3%
contribution when a participant contributes a minimum of 3% of their eligible
compensation to the Plan. Participants may also rollover amounts representing
distributions from other qualified defined benefit plans, qualified defined
contribution plans, 403(b) plans or governmental 457(b) plans.
PARTICIPATION -- Generally, all employees of the Company and its
participating affiliates, with the exception of certain groups of employees
(e.g., leased employees, independent contractors, certain statutory employees of
GenAmerica Financial Corporation as of December 31, 2000 and employees
participating in or eligible to participate in the New England Agents' Deferred
Compensation Plan and Trust, the New England Agents' Retirement Plan and Trust
and/or the New England Agency Employees' Retirement Plan and Trust and certain
collectively bargained employees), are eligible to become participants in the
Plan and immediately make basic and supplemental contributions to the Plan.
Generally, all employees of the Company and its participating affiliates, with
the exception of certain groups of employees, such as those described in the
preceding sentence, are eligible to receive an allocation of Company matching
contributions as of the first day of the month following the date they complete
one year of service with 1,000 hours, provided that they make basic
contributions to the Plan.
4
VESTING -- Participant contributions vest immediately. Matching
contributions become fully vested upon the participant attaining age 55 or the
participant's completion of five years of service in accordance with the
five-year graded vesting schedule. A participant becomes 25% vested after the
completion of two years of service, and then vests an additional 25% per year
for each year of completed service, until the participant is 100% vested in the
Plan. Vesting is accelerated if the participant is terminated under the MetLife
Plan for Transition Assistance, or is on disability for more than 24 months.
FORFEITED ACCOUNTS -- For the years ended December 31, 2003 and 2002,
forfeited non-vested accounts totaled $994 and $1,082, respectively. Funds held
in these accounts will be used to reduce future employer matching contributions.
During the year ended December 31, 2003, employer matching contributions were
reduced by $1,265 from forfeited non-vested accounts.
WITHDRAWALS AND DISTRIBUTIONS -- A participant may request cash
withdrawals from the Plan under the conditions set forth in the Plan Document.
Distributions from the Plan occur upon a participant's retirement, death or
termination of employment.
LOANS -- Participants may borrow from their accounts up to a maximum of
$50 (reduced by the highest outstanding balance of loans during the one-year
period ending the day before the date a loan is to be made) or 50 percent of
their account balance, whichever is less. The loans are secured by the balance
in the participant's account and bear interest at rates commensurate with local
prevailing rates at the time funds are borrowed as determined quarterly by the
Plan administrator. The principal of and interest on the loans are paid ratably
through payroll deductions. Loan repayments are made to any or all of the Core
Funds in accordance with the participant's contribution investment allocation at
the time of repayment. The loan balance outstanding as of December 31, 2003 and
2002 was $49,951 and $56,863, respectively.
ADMINISTRATIVE EXPENSES -- Expenses of the Plan, other than some
investment-related expenses and a limited amount of administrative expenses, are
paid by the Companies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
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 ("GAAP"). The preparation of financial statements in
accordance with GAAP requires management to adopt accounting policies and make
estimates and assumptions that affect amounts reported in the financial
statements. Actual results could differ from those estimates. The Plan utilizes
various investment instruments. Investment securities, in general, are exposed
to various risks, such as interest rate, credit, and overall market volatility.
Due to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect the amounts
reported in the financial statements.
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.
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 rate guaranteed by the fund, less
withdrawals, disbursements and loans to participants.
Funds held in the Equity Fund, Common Stock Index Fund, Blended Small
Company Stock Fund, International Equity Fund, Small Company Stock Fund, Value
Equity Fund, Emerging Markets Equity Fund, MetLife Company Stock Fund and the
Self-Directed Account 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, and an allocable part of the
Company's investment expenses.
PAYMENT OF BENEFITS -- Benefit payments to participants are recorded upon
distribution. Amounts allocated to accounts of persons who have elected to
withdraw from the Plan but have not yet been paid were $1,712 and $849 at
December 31, 2003 and 2002, respectively.
EXCESS CONTRIBUTIONS PAYABLE -- The Plan is required to return
contributions received during the Plan year in excess of the IRC limits.
5
3. INVESTMENTS
The following table represents the fair value of investments as of:
DECEMBER 31,
-------------------------
2003 2002
---- ----
Fixed Income Fund .............. $1,987,477 * $1,922,741 *
Equity Fund .................... 502,046 * 357,617 *
Common Stock Index Fund ........ 376,279 * 290,529 *
Blended Small Company Stock Fund 42,998 18,032
International Equity Fund ...... 60,803 40,867
Small Company Stock Fund ....... 171,637 * 109,023
Value Equity Fund .............. 70,043 45,320
Emerging Markets Equity Fund ... 56,155 28,506
MetLife Company Stock Fund ..... 90,469 72,333
Self-Directed Account .......... 12,498 8,923
General Account Fund ** ........ 309 577
---------- ----------
Total Investments .............. $3,370,714 $2,894,468
========== ==========
* Represents five percent or more of net assets available for benefits.
** Designed to hold Plan forfeitures.
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $350,465, as follows:
Net appreciation in fair value of investments:
Separate accounts ............................ $347,601
Mutual funds ................................. 2,864
--------
Net appreciation in fair value of investments $350,465
========
4. INVESTMENT CONTRACTS WITH THE COMPANY
The Plan has benefit-responsive investment contracts with the Company. The
contracts are included in the financial statements at contract value as reported
to the Plan by the Company. Contract value represents contributions made under
the contract, plus interest at the rate guaranteed by the fund, less
withdrawals, disbursements and loans to participants. Participants may
ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value.
There are no reserves against contract value for credit risk of the
Company, as the contract issuer. The crediting interest rates and average yields
for the Fixed Income Fund were 5.0% and 5.8% for 2003 and 2002, respectively.
The crediting interest rates and average yields for The New England Financial
Accumulation Account were 7.8% and 8.75% for 2003 and 2002, respectively. The
crediting interest rates are based on a formula agreed upon with the Company.
The minimum credited interest rate is 0%. Such interest rates are reviewed
periodically for resetting.
5. TERMINATION OF THE PLAN
While the Companies intend that the Plan be permanent, each of the
Companies (with respect to that particular company) has the right to amend or
discontinue it. In the event of termination of the Plan, each participant shall
be fully vested in Company contributions made to the Plan, and have a right to
receive a distribution of his or her interest, in accordance with the provisions
of the Plan.
6. TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the
Company by letter dated May 23, 2002 that the Plan is designed in accordance
with the applicable sections of the IRC. The Plan has been amended and restated
since receiving such determination letter. The Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and currently being
operated in material compliance with the applicable requirements of the IRC.
In March of 2002, the Company filed an application with the IRS
concerning certain proposed changes to the administration of Plan loans during
the 1998-2002 Plan years and the implementation of contribution suspensions
following certain withdrawals during the 1999-2001 Plan years. In a letter from
the IRS dated January 2004, the Company was informed that its application was
accepted with no adverse effect on the Plan.
In May of 2004, a second application was filed with the IRS requesting
approval of an alternative method relating to the above-noted contribution
suspensions; this application is currently pending. The Company does not expect
this application or the response thereto to have an adverse effect on the Plan.
6
7. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of Separate Accounts managed by the
Company or affiliates of the Company. The Company is the sponsor of the Plan
and, therefore, these transactions qualify as party-in-interest transactions.
During the year ended December 31, 2003, the Plan paid investment advisory and
management fees of $685 to the Company or its affiliates. At December 31, 2003
and 2002, the Plan held 2,693,293 and 2,673,770 shares, respectively, of common
stock of MetLife, Inc. with a cost basis of $71,406 and $69,805, respectively,
through its investment in the MetLife Company Stock Fund. During the year ended
December 31, 2003,the Plan recorded dividend income on MetLife, Inc. stock of
$617.
8. CHANGES IN THE PLAN
During 2002, the Security First Savings 401(k) Plan and the Nathan & Lewis
401(k) Plan were merged into the Plan and net assets of $8,634 and $2,882,
respectively, were transferred into the Plan. Also during 2002, Voluntary
Retirement Savings Account ("VRSA") assets of $65,855 were merged into the Plan
from the Metropolitan Life Retirement Plan for United States Employees. The VRSA
contract, an option designed to accept voluntary tax deductible employee
contributions, ceased to accept contributions in compliance with the Tax Reform
Act of 1986, but the accounts remain active and earn interest.
******
7
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
SUPPLEMENTAL SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2003
ISSUER DESCRIPTION FAIR VALUE
------ ----------- ----------
($ IN THOUSANDS)
* Metropolitan Life Insurance Group Annuity Contracts (**):
Company
GAC #11557 $441,565
GAC #24888 432,052
GAC #28894 443,672
GAC #28895 457,359
GAC #25767 (NEF Accumulation Account) 212,812
GAC #6887 (NEF Accumulation Account) 17
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Total assets in group annuity
contracts -- Fixed Income Fund 1,987,477
----------
* Metropolitan Life Insurance Separate Account Contracts:
Company
GAC #8550:
Equity Fund -- 413 502,046
Common Stock Index Fund -- MI 376,279
Blended Small Company Stock Fund -- 334 42,998
International Equity Fund -- 79 60,803
Small Company Stock Fund -- 307 171,637
Value Equity Fund -- 267 (GAC #24959) 70,043
Emerging Markets Equity Fund -- 247 (GAC #24960) 56,155
MetLife Company Stock Fund (GAC #25645) 90,469
Self-Directed Account (GAC #25768) 12,498
----------
Total assets held for investment in
insurance company separate accounts 1,382,928
----------
GAC #28576 - General Account Fund 309
Loans to participants 49,951
----------
Total assets held for investment
purposes $3,420,665
==========
----------
* Permitted party-in-interest
** At contract value, which approximates fair value.
8
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities 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 and
Participating Affiliates
By: /s/ GRAHAM COX
------------------------------------
Name: Graham Cox
Title: Plan Administrator
June 28, 2004
9
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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23.1 Consent of Independent Registered Public Accounting Firm 11
10