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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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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, 2002
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.
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE 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, 2002 and 2001.................................... 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2002........................... 3
Notes to Financial Statements ................................... 4
Supplemental Schedule of Assets Held for Investment Purposes as
of December 31, 2002.......................................... 8
Signatures....................................................... 9
Exhibit Index.................................................... 10
Note: Supplemental schedules not listed are omitted due to the absence of
conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
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, 2002 and 2001, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2002. 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, 2002 and 2001, and the changes in net assets available for the year
ended December 31, 2002, 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, 2002 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 2002 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 23, 2003
1
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
(DOLLARS IN THOUSANDS)
2002 2001
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ASSETS:
Investments ............ $2,894,468 $3,025,716
Loans to Participants .. 56,863 56,096
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Net Assets Available for
Benefits ............. $2,951,331 $3,081,812
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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, 2002
(DOLLARS IN THOUSANDS)
2002
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Additions:
Participant contributions ........................ $ 120,663
Employer contributions ........................... 52,058
Interest income .................................. 107,871
Net depreciation in fair value of
Investments ................................... (326,257)
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Total additions ............................... (45,665)
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Deductions:
Benefit payments ................................. 159,151
Investment advisory and management fees .......... 3,619
Other expenses ................................... 173
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Total deductions .............................. 162,943
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Decrease in Net Assets ............................. (208,608)
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Net Transfers to the plan .......................... 78,127
Net Assets available for benefits, beginning of year 3,081,812
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Net Assets available for benefits, end of year ..... $ 2,951,331
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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 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"). The Plan
is administered by Metropolitan Life Insurance Company (the "Company").
Effective September 1, 2002, the recordkeeper 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. 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
for the Plan, consist of employee basic contributions which are matched by the
Company, Metropolitan Property and Casualty Insurance Company, MetLife Funding,
Inc., Edison Supply and Distribution, Inc., Texas Life Insurance Company,
MetLife Securities, Inc., MetLife Credit Corp. and MetLife Bank, 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' 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 prescribed periods of time if money is withdrawn by
the employee from certain restricted funds.
Contributions to the Fixed Income Fund are allocated to the Company's
Separate Account Nos. 78 and 253. During 2001, the New England Financial
Accumulation Account, a frozen Fixed Income Fund, was transferred to the Plan.
Contributions to the Equity Fund, the Common Stock Index Fund, the
Blended Small Company Stock Fund, the International Equity Fund, the Small
Company Stock Fund, the Value Equity Fund and the Emerging Markets Equity Fund
are allocated to the Company's Separate Accounts 413, MI, 334, 79, 307, 267 and
247, respectively. Contributions to the MetLife Company Stock Fund are invested
primarily in shares of common stock of MetLife, Inc. and are held in trust.
Amounts transferred to the Self-Directed Account are invested primarily in
shares of mutual funds and are held in trust.
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, employees of the Grand Bank
Division of MetLife Bank, N.A., 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 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.
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 -- Loans are available to participants from their accounts. 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, 2002 and 2001 was $56,863 and
$56,096, 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. 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. 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 Statements
of Net Assets Available for Benefits.
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 annual rate guaranteed by the fund (5.80% and
7.00% in 2002 and 2001, respectively), less withdrawals, disbursements and loans
to participants.
Funds held in Separate Accounts 413, MI, 334, 79, 307, 267, 247, the
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.
In June 2000, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 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 SFAS 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 SFAS 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.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Except for
certain implementation guidance that is incorporated in SFAS 149 and already
effective, SFAS 149 is effective for contracts entered into or modified after
June 30, 2003. The Plan does not expect SFAS 149 to have a significant impact on
its financial statements.
5
3. INVESTMENTS
The following table represents the fair value of investments as of:
DECEMBER 31,
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2002 2001
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Fixed Income Fund .............. $1,922,741* $1,695,705*
Equity Fund .................... 357,617* 573,423*
Common Stock Index Fund ........ 290,529* 391,096*
Blended Small Company Stock Fund 18,032 19,351
International Equity Fund ...... 40,867 47,480
Small Company Stock Fund ....... 109,023 143,055
Value Equity Fund .............. 45,320 51,824
Emerging Markets Equity Fund ... 28,506 27,502
MetLife Company Stock Fund ..... 72,333 67,922
Self-Directed Account .......... 8,923 8,358
General Account Fund ** ........ 577 --
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Total Investments .............. $2,894,468 $3,025,716
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* Represents five percent or more of net assets available for benefits.
** Designed to hold Plan forfeitures.
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $326,257, as follows:
Net depreciation in fair value of investments:
Separate accounts ............................ $(324,349)
Mutual funds ................................. (1,908)
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Net depreciation in fair value of investments $(326,257)
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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 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.
5. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated May 23, 2002 that the Plan and related trust are designed in
accordance with the applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended and restated since receiving such determination
letter. Moreover, the Plan Administrator and the Plan's tax counsel believe that
the Plan is designed and currently being operated in compliance with the
applicable requirements of the IRC.
6. 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.
6
7. 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.
In January 2001, net assets of $295,397 and $117,117 from the New England
Financial 401(k) Plan and Trust (the "NEF Plan") and the GenAmerica Progress
Sharing Plan (the "GenAm Plan"), respectively, were transferred into the Plan.
The net assets transferred from the NEF Plan represented all but one of the
NEF Plan Accounts. The exception was the NEF Accumulated Account, a Fixed
Income investment account that remained intact but was transferred to the Plan
as a frozen account.
******
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, 2002
ISSUER DESCRIPTION FAIR VALUE
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(DOLLARS IN
THOUSANDS)
* Metropolitan Life Insurance Company Group Annuity Contracts (**):
GAC #11557 $ 760,569
GAC #24888 955,115
NEF Frozen Accumulation Account 206,375
NEF Stable Value Fund (GAC #6887) 682
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Total assets in separate account group annuity
contracts -- Fixed Income Fund 1,922,741
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* Metropolitan Life Insurance Company Separate Account Contracts:
GAC #8550:
Equity Fund -- 413 357,617
Common Stock Index Fund -- MI 290,529
Blended Small Company Stock Fund - 334 18,032
International Equity Fund -- 79 40,867
Small Company Stock Fund -- 307 109,023
Value Equity Fund -- 267 45,320
Emerging Markets Equity Fund -- 247 28,506
MetLife Company Stock Fund 72,333
Self-Directed Account 8,923
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Total assets held for investment in
insurance company separate accounts 971,150
GAC #28576 - General Account Fund 577
Loans to participants 56,863
Total assets held for investment
purposes $ 2,951,331
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* 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/ JAMES N. HESTON
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Name: James N. Heston
Title: Plan Administrator
June 30, 2003
9
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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23.1 Consent of Independent Auditors. 11
99.1 Certification of Plan Administrator pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. 12
10