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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, 2004
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 10166-0188
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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, 2004 and 2003............................................ 2
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 2004...................................... 3
Notes to Financial Statements............................................ 4
Form 5500, Schedule H, Part IV, Line 4i, Schedule of Assets
(Held at End of Year) as of December 31, 2004.........................10
Signatures...............................................................11
Exhibit Index............................................................12
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
To the Trustee and Participants of the 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, 2004 and 2003, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2004. 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. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, 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, 2004 and 2003, and the changes in net assets available for benefits
for the year ended December 31, 2004, 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 Form 5500, Schedule H, Part IV, Line
4i, Schedule of Assets (Held at End of Year) as of December 31, 2004 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 2004 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 16, 2005
1
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
(DOLLARS IN THOUSANDS)
2004 2003
---------- ----------
ASSETS:
Participant directed investments .................... $3,690,746 $3,420,665
---------- ----------
Net assets available for benefits ................... $3,690,746 $3,420,665
---------- ----------
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, 2004
(DOLLARS IN THOUSANDS)
2004
----------
Additions:
Participant contributions ........................ $ 142,247
Employer contributions ........................... 57,060
Interest income .................................. 93,617
Dividend income .................................. 1,384
Transfers into the Plan .......................... 5,259
Net appreciation in fair value of investments .... 164,567
----------
Total additions ............................... 464,134
----------
Deductions:
Benefit payments ................................. 188,800
Investment advisory and management fees .......... 5,063
Other expenses ................................... 190
----------
Total deductions .............................. 194,053
----------
Increase in net assets ............................. 270,081
----------
Net assets available for benefits, beginning of year 3,420,665
----------
Net assets available for benefits, end of year ..... $3,690,746
==========
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 (the "Plan Document") for 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"). Record keeping services are performed for the
Plan by an independent third-party administrator.
The Plan is a defined contribution plan consisting of the following eight
investment options through participation in various separate account funds
sponsored by the Company and The New England Financial Accumulation Account,
where applicable:
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Fixed Income Fund Separate Accounts #78, #253, #378, #429 & The
New England Financial Accumulation Account
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Equity Fund Separate Account #413
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Common Stock Index Fund Separate Account MI
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Blended Small Company Stock Fund Separate Account #334
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International Equity Fund Separate Account #79
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Small Company Stock Fund Separate Account #307
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Value Equity Fund Separate Account #267
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Emerging Markets Equity Fund Separate Account #247
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Contributions to each separate account fund are remitted to the Company
pursuant to group annuity contracts and allocated in accordance with the
elections of the participants (as defined below). The Plan also offers
participants the option to invest in the shares of the Company's parent,
MetLife, Inc., through the MetLife Company Stock Fund. The separate account
funds and the MetLife Company Stock Fund together constitute the nine core
investment options of the Plan ("Core Funds"). To supplement the Core Funds, the
Plan offers to all participants the ability to transfer funds out of the Core
Funds into a Self-Directed Account ("SDA"). The SDA 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. Both the MetLife Company Stock Fund and the SDA are held in trust
and contributions and transfers are remitted to Mellon Bank, N.A., as trustee.
PARTICIPANT ACCOUNTS -- The record keeper maintains individual account
balances for each employee of Participating Affiliates (as defined below) who
participates in the Plan (each such employee, a "participant"). Each
participant's account is credited with contributions, as discussed below, and
allocations of investment earnings and charged with withdrawals and allocations
of investment losses and administrative expenses paid by the Plan, as provided
by the Plan Document. A participant is entitled to the benefits that can be
provided by the participant's vested account balance determined in accordance
with the Plan Document and described below.
CONTRIBUTION AND FUNDING -- Contributions, as defined in the Plan Document,
consist of participant basic contributions which are matched by the Company,
MetLife Group, Inc., MetLife Funding, Inc., MetLife Credit Corp., Metropolitan
Property and Casualty Insurance Company, Texas Life Insurance Company, MetLife
Securities, Inc. and MetLife Bank, National Association (collectively, the
"Participating Affiliates"), each for its own participants, and supplemental
participant contributions which are not matched by any of the Participating
Affiliates. Contributions of the Participating Affiliates vest in the
participants' accounts in accordance with the terms of the Plan. Contributions
of the participants and Participating Affiliates are credited to the respective
Core
4
Funds in the manner elected by the participants and provided by the Plan.
Pursuant to the terms of the Plan, matching contributions of the Participating
Affiliates are reduced to reflect forfeiture of non-vested participant interest
and suspended for six months if money is withdrawn by the participant 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. Participants who are age 50 or older during the plan year
were permitted to make additionalcatch-up contributions in excess of the regular
IRC limitations (up to $3 and $2 for the years ended December 31, 2004
and 2003, respectively). The Participating Affiliates (other than Texas Life
Insurance Company) each make a matching contribution equal to 4% of the
participant's eligible compensation when a participant contributes a minimum of
3% of their eligible compensation to the Plan. Texas Life Insurance Company
makes a matching contribution equal to 3% of the participant's eligible
compensation when a participant contributes a minimum of 3% of their eligible
compensation to the Plan. Participants may also rollover amounts representing
distributions from traditional IRAs (to the extent that the participant did not
make nondeductible contributions), qualified defined benefit plans, qualified
defined contribution plans, 403(b) plans or governmental 457(b) plans.
PARTICIPATION -- Generally, all employees of the Participating Affiliates
who are regularly scheduled to work at least 1,000 hours per year, with the
exception of certain groups of individuals performing services for the
Participating Affiliates (e.g., individuals classified by the Participating
Affiliates as leased employees, individuals classified by the Participating
Affiliates as 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 on their
date of hire and may immediately make basic and supplemental contributions to
the Plan. Generally, all employees of the 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, provided that they make the minimum contributions to the
Plan, as discussed above.
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 after five years of completed service. Vesting is accelerated if the
participant is terminated under the MetLife Plan for Transition Assistance for
Officers or the MetLife Plan for Transition Assistance (which covers non-officer
level employees), or is on disability for more than 24 months.
FORFEITED ACCOUNTS -- For the years ended December 31, 2004 and 2003,
forfeited non-vested accounts totaled $1,201 and $994, respectively. Funds from
such forfeited non-vested accounts are transferred to the Company's general
account until such time as they are used to reduce future employer matching
contributions and/or used to pay certain Plan administrative expenses. During
the year ended December 31, 2004, forfeitures from non-vested accounts of $1,452
were used solely to reduce employer matching contributions.
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, disability for more
than 24 months, 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 (reduced by outstanding loans on the date of the loan),
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, 2004 and 2003 was
$53,731 and $49,951, respectively.
ADMINISTRATIVE EXPENSES -- Expenses of the Plan, other than some
investment-related expenses and a limited amount of administrative expenses, are
paid by the Participating Affiliates as provided in the Plan Document.
PLAN AMENDMENT -- During the year ended December 31, 2004, the Plan was
amended to limit to two the number of transfers allowed each month amongst Core
Funds and/or the SDA. Additionally, a 2% redemption fee will be imposed on
transfers out of
5
certain Core Funds that occur within 30 days of a transfer into one of those
funds. These amendments were adopted to limit active trading and arbitrage
activities in participant accounts. Accordingly, these restrictions are
allowable without affecting the benefit-responsiveness of the Plan's investment
contracts (Note 4).
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").
USE OF ESTIMATES -- The preparation of financial statements in conformity
with GAAP requires Plan management to adopt accounting policies and make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
those estimates. The Plan utilizes various investment securities, including
mutual funds and investment contracts. 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.
INVESTMENT VALUATION AND INCOME RECOGNITION -- The Plan's net assets in the
Fixed Income Fund represent group annuity contracts with the Company and are
valued at contract value (Note 4). 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 withdrawals, distributions, 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.
Funds held in the Company's general account are invested in the general
account of the Company through a group annuity contract. Amounts are stated at
the aggregate amount of accumulated transfers of forfeited non-vested account
balances and interest earned thereon, less withdrawals to reduce matching
contributions or pay certain plan administrative expenses, as discussed above.
Interest is credited periodically in a manner consistent with the Company's
general practices for allocating such income.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Management fees and operating expenses charged to the Plan for investments
in the mutual funds held in the SDA are deducted from income earned on a daily
basis and are not separately reflected. Consequently, management fees and
operating expenses for investments in such mutual funds are reflected as a
reduction of investment return on such investments.
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 $819 and $1,712 at
December 31, 2004 and 2003, respectively.
TRANSFERS INTO THE PLAN -- Effective January 1, 2004, certain employees of
two non-participating affiliates of the Company became employees of one of the
Participating Affiliates. These employees were credited with years of service as
recognized by such non-participating affiliates for purposes of determining
eligibility and vested status under the Plan. Because benefits under the plans
of these non-participating affiliates vested at a faster rate than those under
the Plan, employees with three or more years of service with the
non-participating affiliates will be fully vested in all current and future
matching contributions under the Plan. For employees with less than three years
of service with the non-participating affiliates, balances transferred will vest
under the vesting schedule of the non-participating affiliates' plans and all
future contributions will vest according to the vesting schedule under the
6
Plan.
EXCESS CONTRIBUTIONS PAYABLE -- The Plan is required to return contributions
received during the Plan year in excess of the IRC limits. An immaterial amount
of such excess contributions was required to be returned to participants for
the year ended December 31, 2004.
INVESTMENT ADVISORY AND MANAGEMENT FEES -- Except as they relate to the
separate accounts underlying the group annuity contracts held within the Fixed
Income Fund (Note 4), investment advisory and management fees are paid out of
the assets of the Core Funds and are recognized as expenses of the Plan. As
discussed above, the Plan records the group annuity contracts held in the Fixed
Income Fund at contract value. Investment advisory and management fees related
to the assets held under these contracts are charged to the underlying separate
accounts. Since these fees are not applied against the recorded contract value
of these contracts, they are not recognized as expenses of the Plan. Total
investment advisory and management fees charged against such separate accounts
were $4,102 for the year ended December 31, 2004.
ADMINISTRATIVE EXPENSES - To the extent that administrative expenses paid by
the Plan are allocated to the Fixed Income Fund, these amounts are charged
against the separate accounts underlying the group annuity contracts and do not
effect reported contract value of these assets. Accordingly, these amounts are
not recognized as expenses of the Plan. Administrative expenses charged to such
separate accounts were $242 for the year ended December 31, 2004.
3. INVESTMENTS
The following table represents the units of participation in (where
applicable) and value of (stated at fair value unless otherwise noted)
investments as of:
December 31,
2004 2003
Units Value Units Value
---------------------------------- -----------------------------------
Fixed Income Fund (at contract value) $ 2,036,336 * $ 1,987,477 *
Equity Fund 2,276,705 517,982 * 2,390,928 502,046 *
Common Stock Index Fund 139,916 418,939 * 139,315 376,279 *
Blended Small Company Stock Fund 510,337 74,689 344,742 42,998
International Equity Fund 451,056 78,242 401,918 60,803
Small Company Stock Fund 1,174,864 190,901 * 1,176,670 171,637 *
Value Equity Fund 6,752,008 100,276 5,367,701 70,043
Emerging Markets Equity Fund 509,216 79,261 439,486 56,155
MetLife Company Stock Fund 6,229,118 125,673 5,378,134 90,469
Self-Directed Account - mutual funds 14,654 14,654 12,498 12,498
General Account Fund (at contract value)** 62 309
Loans to participants (at outstanding balance) 53,731 49,951
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Total investments $ 3,690,746 $ 3,420,665
============ ===========
* Represents five percent or more of net assets available for benefits.
** Designed to hold Plan forfeitures.
During the year ended December 31, 2004, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value as follows:
7
Equity Fund .................................... $ 39,993
Common Stock Index Fund ........................ 40,825
Blended Small Company Stock Fund ............... 9,421
International Equity Fund ...................... 9,684
Small Company Stock Fund ....................... 18,910
Value Equity Fund .............................. 11,315
Emerging Markets Equity Fund ................... 12,809
MetLife Company Stock Fund ..................... 19,952
Self-Directed Account .......................... 1,658
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Net appreciation in fair value of investments $164,567
========
4. INVESTMENT CONTRACTS WITH THE COMPANY
The Plan has fully benefit-responsive group annuity 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 Company, 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. The crediting interest rates are
based on a formula agreed upon with the Company and are reviewed annually for
resetting, but may not be less than zero. The crediting interest rates and
average yields for the investment contracts with the Company were 4.5% and 5.0%
for the years ended December 31, 2004 and 2003, respectively. The crediting
interest rates and average yields for The New England Financial Accumulation
Account were 7.0% and 7.8% for the years ended December 31, 2004 and 2003,
respectively. There are no reserves against contract value for credit risk of
the Company, as the contract issuer or otherwise.
Assets held under the group annuity contracts with the Company are invested
in various separate accounts. As part of the Fixed Income Fund, the Plan
reported contract value for these group annuity contracts of $1,818,950 and
$1,774,648 at December 31, 2004 and 2003, respectively. The fair value of the
separate accounts underlying these contracts was $1,875,881 and $1,837,022 at
December 31, 2004 and 2003, respectively. The fair value was determined as the
sum of the products of the Plan's units of participation in each underlying
separate account multiplied by the unit value of the respective separate
account. The unit value of the separate accounts is calculated by and reported
to the Company by an independent investment valuation firm. Upon termination of
an investment contract by the Company, as Plan sponsor, proceeds would be paid
to the Plan at fair value for the benefit of the participants, provided fair
value exceeds the guaranteed contract value. While the Company may elect do so
at any time, it does not currently intend to terminate any of these investment
contracts.
The New England Financial Accumulation Account represents a guaranteed
investment contract through the general account of the Company. Accordingly, no
quoted market valuation is readily available. The Fixed Income Fund includes a
reported contract value for this contract of $217,386 and $212,829 at December
31, 2004 and 2003, respectively. The Company estimated the fair value of this
contract to be $225,098 and $216,995 as of December 31, 2004 and 2003,
respectively. This fair market value was estimated by discounting the related
cash flows using the yield of the Moody's Baa Industrial Bond Index on the
appropriate valuation date.
5. TERMINATION OF THE PLAN
While the Participating Affiliates intend that the Plan be permanent, each
of the Participating Affiliates (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. FEDERAL INCOME 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 requirements of the IRC. The Plan has been amended and restated since
receiving such
8
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 and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes has been
included in the Plan's financial statements for the year ended December 31,
2004.
In March 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 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 a material adverse effect on the
Plan.
7. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of separate accounts managed by the
Company or affiliates of the Company. The balances of these investments were
$1,460,290 and $1,279,961 at December 31, 2004 and 2003, respectively. Earned
income for these investments was $142,957 for the year ended December 31, 2004.
The Company is the sponsor of the Plan and, therefore, transactions qualify as
party-in-interest transactions. During the year ended December 31, 2004, the
Plan paid to the Company or such affiliates and recognized as Plan expenses
investment advisory and management fees of $4,897.
Certain of the separate accounts underlying the group annuity contracts with
the Company (Note 4) are also managed by the Company or affiliates of the
Company. The balances of these investments were $1,410,447 and $1,377,408 at
December 31, 2004 and 2003, respectively. Earned income for these investments
was $62,153 for the year ended December 31, 2004. As discussed in Note 2 above,
investment advisory and management fees related to these separate accounts are
not charged against the reported contract value of these group annuity contracts
and therefore are not recognized as expenses paid by the Plan. During the year
ended December 31, 2004, the Company or its affiliates received investment
advisory and management fees of $4,102 from these separate accounts.
Certain participants, who are also employees of the Participating
Affiliates, perform other non-investment related services for the Plan. Neither
the employees nor the Participating Affiliates receive compensation from the
Plan in exchange for these services.
At December 31, 2004 and 2003, the Plan held 3,075,933 and 2,693,293 shares,
respectively, of common stock of MetLife, Inc. with a cost basis of $91,041 and
$71,406, respectively, through its investment in the MetLife Company Stock Fund.
During the year ended December 31, 2004, the Plan recorded dividend income on
MetLife, Inc. common stock of $1,384.
8. SUBSEQUENT EVENTS
On January 31, 2005 MetLife, Inc. completed the sale of a non-participating
affiliate to BlackRock, Inc. ("BlackRock"). Certain employees of one of the
Participating Affiliates, who were formerly employees of certain subsidiaries of
the non-participating affiliate (Note 2 - Transfers into the Plan), became
employees of BlackRock in connection with this sale. The Plan was amended to
grant full vesting to all participants transferred from the Participating
Affiliate in connection with the sale. In addition, on the same date, MetLife,
Inc. entered into a definitive agreement to acquire all of the outstanding
shares of capital stock held by Citigroup Inc. and its affiliates ("Citigroup")
of certain of the domestic and international life insurance subsidiaries of
Citigroup, including the majority of The Travelers Insurance Company
(collectively, "Travelers"). Upon closing, which is expected to occur in the
summer of 2005, employees of Travelers and any other Citigroup affiliate in the
United States who are expected to become employees of one of the Participating
Affiliates in connection with the Travelers acquisition will be credited with
service recognized by Citigroup for purposes of determining eligibility and
vesting for future benefits under the Plan. Except to the extent that such
employees elect, subject to the terms of the Plan, to rollover their qualifying
benefits from plans of Travelers or Citigroup, the Plan will assume no
obligation for benefits due under plans of Travelers or Citigroup.
******
9
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
FORM 5500, SCHEDULE H, PART IV, LINE 4i, SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
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(a) (b) Identity of issuer, borrower, lessor, (c) Description of investment including (d) Cost (e) Current
or similar party maturity date, rate of interest, collateral, value
par or maturity value
------------------------------------------------------------------------------------------------------------------------------------
(in thousands)
* Metropolitan Life Insurance Company Group Annuity Contracts (**):
GAC #11557 *** $ 454,737
GAC #24888 *** 454,737
GAC #28894 *** 454,737
GAC #28895 *** 454,739
GAC #25795 (NEF Accumulation Account) *** 217,386
-----------
Total assets in group annuity contracts --
Fixed Income Fund 2,036,336
-----------
* Metropolitan Life Insurance Company Separate Account Contracts:
GAC #8550:
Equity Fund -- 413 *** 517,982
Common Stock Index Fund -- MI *** 418,939
Blended Small Company Stock Fund -- 334 *** 74,689
International Equity Fund -- 79 *** 78,242
Small Company Stock Fund -- 307 *** 190,901
Value Equity Fund -- 267 (GAC #24959) *** 100,276
Emerging Markets Equity Fund -- 247
(GAC #24960) *** 79,261
MetLife Company Stock Fund (GAC #25645) *** 125,673
Self-Directed Account (GAC #25768) *** 14,654
-----------
Total assets held for investment in
insurance company separate accounts 1,600,617
-----------
GAC #28576 - General Account Fund *** 62
Loans to participants - weighted-average interest
rate of 4.89% and maturities ranging from 1/1/05
through 12/15/2019 *** 53,731
-----------
Total assets available for benefits $ 3,690,746
===========
* Permitted party-in-interest
** At contract value
*** Cost has been omitted with respect to participant directed investments
10
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, 2005
11
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
------- --------------------------------------------------------
23.1 Consent of Independent Registered Public Accounting Firm
12