11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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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
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A. |
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Full title of the plan and the address of the plan, if different from that of
the issuer named below: |
New England Life Insurance Company 401(k) Savings Plan and Trust
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B. |
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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
NEW ENGLAND LIFE INSURANCE COMPANY 401(k)
SAVINGS PLAN AND TRUST
TABLE OF CONTENTS
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1 |
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Financial Statements: |
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Supplemental Schedule: |
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| EX-23.1 |
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| NOTE: |
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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
New England Life Insurance Company 401(k) Savings Plan and Trust
We have audited the accompanying statement of net assets available for benefits of New England Life
Insurance Company 401(k) Savings Plan and Trust (the “Plan”) as of December 31, 2008, and the
related statement of changes in net assets available for benefits for the year ended December 31,
2008. 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 audit.
We conducted our audit 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. Our audit included 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 also 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2008, and the changes in net assets available
for benefits for the year ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.
Our audit was 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
the Year) as of December 31, 2008 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, as amended. This schedule is the responsibility of the
Plan’s management. Such schedule has been subjected to the auditing procedures applied in our
audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic 2008 financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Certified
Public Accountants
Tampa, Florida
June 19, 2009
NEW ENGLAND LIFE INSURANCE COMPANY 401(k)
SAVINGS PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2008
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2008 |
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Assets: |
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Participant directed investments — at estimated fair value (see Note 3) |
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4,719,669 |
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Adjustment from estimated fair value to contract value for fully
benefit-responsive investment contract |
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17,999 |
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Net assets available for benefits |
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$ |
4,737,668 |
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See accompanying notes to financial statements.
2
NEW ENGLAND LIFE INSURANCE COMPANY 401(k)
SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
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2008 |
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Additions to net assets attributed to: |
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Contributions: |
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Participant contributions |
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$ |
2,988,666 |
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Employer contributions |
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2,172,833 |
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Rollover contributions |
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848,663 |
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Total contributions |
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6,010,162 |
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Investment income |
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120,663 |
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Total additions |
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6,130,825 |
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Deductions from net assets attributed to: |
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Net depreciation in estimated fair value of investments (see Note 4) |
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1,336,131 |
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Benefit payments to participants |
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56,719 |
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Other expenses |
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307 |
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Total deductions |
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1,393,157 |
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Net increase in net assets |
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4,737,668 |
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Net assets available for benefits: |
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Beginning of year |
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— |
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End of year |
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$ |
4,737,668 |
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See accompanying notes to financial statements.
3
NEW ENGLAND LIFE INSURANCE COMPANY 401(k)
SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following description of the New England Life Insurance Company 401(k) Savings Plan and
Trust (the “Plan”) is provided for general information purposes only. Participants (as defined
below) should refer to the Plan document for a more complete description of the Plan.
General Information
The Plan, a defined contribution plan, became effective on January 1, 2008 and, as
subsequently amended, is designed to comply with the requirements of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). The administrator of the Plan (the “Plan
Administrator”) is New England Life Insurance Company (the “Company”), which has delegated that
duty to an officer of an affiliate, Metropolitan Life Insurance Company (“MetLife”). Recordkeeping
services are performed for the Plan by an independent third party.
The Plan consists of three categories of investment options – Target Retirement Funds,
Individual Core Investment Funds and a Self-Directed Brokerage Account (“SDB”). The Target
Retirement Funds, the Individual Core Investment Funds (with the exception of the MetLife Company
Stock Fund), and the SDB are held in trust by Orchard Trust Company, LLC, as trustee. Following are
the fund choices within the Target Retirement Funds and Individual Core Investment Funds
categories:
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| Target Retirement Funds |
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Individual Core Investment Funds |
Target Retirement Income Fund
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NEF Stable Value Fund |
| Target Retirement 2010 Fund
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Vanguard Total Bond Market Index – Inst Fund |
| Target Retirement 2015 Fund
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Goldman Sachs Large Cap Value Fund |
| Target Retirement 2020 Fund
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Vanguard Institutional Index Fund |
| Target Retirement 2025 Fund
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T. Rowe Price Blue Chip Growth Fund |
| Target Retirement 2030 Fund
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CGM Capital Growth Account |
| Target Retirement 2035 Fund
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Vanguard Mid Capitalization Index Ins Fund |
| Target Retirement 2040 Fund
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Vanguard Small Cap Index Fund |
| Target Retirement 2045 Fund
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Loomis Sayles Small Cap Growth Instl Fund |
| Target Retirement 2050 Fund
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Artio International Equity II-I Fund |
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MetLife Company Stock Fund |
4
The Target Retirement Funds and the Individual Core Investment Funds together constitute the
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 SDB. The SDB 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.
Upon notification by the Plan Administrator, a participant may make an affirmative election
whether to contribute before-tax 401(k) savings contributions to the Plan. If a participant does
not make an affirmative election within the 30-day period identified on his or her eligibility
notification, the participant will be automatically enrolled to make before-tax 401(k)
contributions equal to 3% of his or her eligible compensation and the participant’s account will be
automatically invested in the Target Retirement Fund corresponding to the year of his or her birth.
If a participant is automatically enrolled in the Plan and makes an investment fund election or if
a participant affirmatively elects to make contributions to the Plan and makes an investment fund
election, he or she may elect to invest his or her contributions in any one or more of the Core
Funds, including a fund holding primarily shares of common stock of MetLife, Inc., known as the
MetLife Company Stock Fund. The MetLife Company Stock Fund is held in the New England Life
Insurance Company Defined Contribution Plans Master Trust (the “New England Master Trust”) (see
Note 5) by The Bank of New York Mellon, as trustee.
Effective August 1, 2008, a frozen fund (the “RGA Frozen Fund”) was established to primarily
hold shares of the Class B common stock of Reinsurance Group of America, Incorporated (“RGA”)
issued in connection with the exchange offer of shares of MetLife, Inc. common stock held in the
MetLife Company Stock Fund (a “frozen” fund is one into which participants may neither direct
contributions nor transfer balances from other funds.) On November 25, 2008, RGA reclassified its
shares of common stock, including Class B, into a single class. The RGA Frozen Fund is also held in
the New England Master Trust (see Note 5).
Participation
The following classifications of employees of the Company are eligible to participate in the
Plan on the employee’s date of hire and may immediately make contributions into the Plan: an agency
administrative employee, a managing associate, a brokerage manager, specialist or developmental
managing partner, with the exception of certain groups of individuals performing services for the
Company (e.g., individuals classified by the Company as leased employees and independent
contractors, as well as any individual who is hired by the Company on or after June 1, 2008 and is
classified as a cooperative student or an intern). Generally, each participant is eligible for
matching contributions as of the first payroll period in which the participant elects or is deemed
to have elected to make before-tax 401(k) savings contributions to the Plan.
Participant Accounts
The recordkeeper maintains individual account balances for each employee of the Company who
participates, including those who are deemed to have elected to participate, in the Plan (each such
employee, a “participant”). Each participant’s account is credited with
5
contributions, as discussed below, charged with withdrawals and allocated investment earnings
and losses, as provided by the Plan document. A participant is entitled to the benefits that
generally are equal to the participant’s vested account balance determined in accordance with the
Plan document and as described below.
Contributions
Contributions consist of that portion of a participant’s before-tax 401(k) savings
contributions which are matched by the Company (such Company matching contributions, “matching
contributions”), and that portion of a participant’s before-tax 401(k) savings contributions which
are not matched by the Company. Under the Plan, neither Roth 401(k) contributions, nor after-tax
employee contributions, are permitted. Contributions of the participants and matching contributions
are credited to the Core Funds in the manner elected by the participants and as provided by the
Plan. Pursuant to the terms of the Plan, matching contributions may be reduced to reflect
forfeiture of non-vested matching contributions.
All participants may contribute from 1% up to 60% of their eligible compensation (as defined
in the Plan) subject to certain United States Internal Revenue Code (“IRC”) and Plan-imposed
limitations. Participants who were age 50 or older during the plan year were permitted to make
additional catch-up contributions in excess of the regular IRC and Plan-imposed limitations (up to
$5,000 for the year ended December 31, 2008). The Company makes a matching contribution equal to
100% of the participant’s before-tax 401(k) savings contributions not in excess of 5% of such
participant’s eligible compensation. Subject to the approval of the Plan Administrator,
participants may also rollover into the Plan amounts representing distributions from (i)
traditional individual retirement accounts (“IRAs”) (if the participant did not make nondeductible
contributions), (ii) qualified defined benefit plans, (iii) qualified defined contribution plans,
(iv) 403(b) plans, or (v) governmental 457(b) plans. A “rollover” occurs when a participant
transfers funds distributed from an eligible source, such as another qualified plan or certain
other plans, into the Plan.
For participants who are automatically enrolled in the Plan to contribute 3% of their eligible
compensation, beginning in January of their first full year of participation in the Plan, their
contribution rate will be increased by an additional 1% per year until their contribution rate
reaches 6%.
Withdrawals and Distributions
A participant may request withdrawals from the Plan under the conditions set forth in the Plan
document. Distributions from the Plan are generally made upon a participant’s or beneficiary’s
request in connection with his or her retirement, death, or other termination of employment from
the Company or a member of the Company’s control group (as defined in the IRC), or receipt of
disability benefits for more than 24 months.
6
Vesting
Participant contributions vest immediately. Matching contributions become fully vested upon
the participant’s completion of two years of service, as well as upon the occurrence of the events
triggering acceleration of vesting described below. A participant becomes fully vested when the
participant: (i) attains age 65, (ii) dies, (iii) has been receiving disability benefits for more
than 24 months after the date of his or her initial disability payment, or (iv) upon complete
discontinuance of matching contributions under the Plan or the complete or partial termination of
the Plan. For purposes of (ii) of the preceding sentence, a participant who dies during a military
absence while performing qualified military service (as defined in the IRC) is fully vested at
death.
Forfeited Accounts
A participant forfeits non-vested employer matching contributions upon the earlier of (i) the
date the participant receives a distribution of the vested portion of his or her account balance,
or (ii) the occurrence of five consecutive one-year periods of severance (a “period of severance”
is a twelve-month period during which the participant has not been credited with a single hour of
service). If a participant who has forfeited non-vested employer matching contributions (in
accordance with (i) of the preceding sentence) is rehired by a company in the Company’s control
group (as defined in the IRC), such participant has the right to have the forfeited portion of
matching contributions restored to his or her account, if such participant repays to the Plan any
before-tax 401(k) savings contributions previously distributed prior to the earlier of (i) five
years after the date such participant is rehired, or (ii) the close of a period of severance equal
to at least five consecutive years commencing after such participant received a distribution of his
or her vested matching contributions. Matching contribution forfeitures are held in the NEF Stable
Value Fund and are used to reduce future matching contributions and to pay certain Plan
administrative expenses. The Plan’s non-vested matching contribution forfeitures totaled $5,492 at
December 31, 2008.
Loans
A participant may borrow from his or her account up to a maximum of $50,000 (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% of the participant’s 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 monthly deductions from the bank account specified by the
participant. Loan repayments are made to 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, 2008 was $80,207.
7
Plan Amendments
For the year ended December 31, 2008, the following material Plan amendments were adopted and
became effective:
Effective with respect to tender or exchange offers of MetLife, Inc. common stock made on or
after September 1, 2008, the Plan Administrator has the discretion to decline any instruction if
the instruction would result in the participant’s account holding shares of stock of any
corporation not a member of the Company’s control group (as defined in the IRC) and/or which would
require the Plan Administrator to maintain a separate fund intended to be invested primarily in the
stock of the offeror. However, if as a result of the tender or exchange offer, the offeror becomes
or is expected to become a member of the Company’s control group, the Plan Administrator may not
decline such instruction.
Effective August 1, 2008, the RGA Frozen Fund was added to the Plan. See “-General
Information.”
Any individual who is hired by the Company on or after June 1, 2008, as a cooperative student
or an intern shall not become an eligible employee.
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 the Plan
Administrator 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.
Risks and Uncertainties
The Plan utilizes various investment vehicles, including mutual funds and investment contracts
with insurance companies. Such investments, in general, are exposed to various risks, such as
overall market volatility, interest rate risk, and credit risk. Conditions in the equity and credit
markets resulted in unprecedented market dislocations and volatility during the year ended December
31, 2008.
8
While these conditions did result in a substantial decrease in the estimated fair value of the
Plan’s investments, there was no direct impact on the Plan’s ability to effect transactions at
prices then currently available or amounts otherwise contractually required. Further volatility in
the equity and credit markets could materially affect the value of the Plan’s investments reported
in the financial statements.
Investment Valuation and Income Recognition
The Plan’s investments are stated at estimated fair value. The NEF Stable Value Fund, which
represents a fully benefit-responsive investment in the general account of MetLife (see Note 7) is
stated at estimated fair value and then adjusted to contract value as a single amount reflected
separately in the statement of net assets available for benefits. The statement of changes in net
assets available for benefits, as it relates to the NEF Stable Value Fund, is presented on a
contract value basis.
The Plan follows the provisions of Statement of Financial Accounting Standards 157, Fair Value
Measurements (“SFAS 157”). SFAS 157 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the
measurement date. When quoted prices are not used to determine fair value, SFAS 157 requires
consideration of three broad valuation techniques: (i) the market approach, (ii) the income
approach, and (iii) the cost approach. The approaches are not new, but SFAS 157 requires that
entities determine the most appropriate valuation technique to use, given what is being measured
and the availability of sufficient inputs. SFAS 157 prioritizes the inputs to fair valuation
techniques and allows for the use of unobservable inputs to the extent that observable inputs are
not available. The Plan has categorized its investments into a three-level hierarchy, based on the
priority of the inputs to the respective valuation technique (see Note 6). The fair value hierarchy
gives the highest priority to quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). An asset’s (or liability’s)
classification within the fair value hierarchy is based on the lowest level of significant input to
its valuation. SFAS 157 defines the input levels as follows:
9
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Level 1 |
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Unadjusted quoted prices in active markets for identical assets or liabilities. |
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Level 2 |
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Quoted prices in markets that are not active or inputs that are observable
either directly or indirectly. Level 2 inputs include quoted prices for
similar assets or liabilities other than quoted prices in Level 1; quoted
prices in markets that are not active; or other inputs that are observable or
can be derived principally from or corroborated by observable market data for
substantially the full term of the assets or liabilities. |
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Level 3 |
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Unobservable inputs that are supported by little or no market activity and are
significant to the estimated fair value of the assets or liabilities.
Unobservable inputs reflect the reporting entity’s own assumptions about the
assumptions that market participants would use in pricing the asset or
liability. Level 3 assets and liabilities include financial instruments whose
values are determined using pricing models, discounted cash flow
methodologies, or similar techniques, as well as instruments for which the
determination of fair value requires significant management judgment or
estimation. |
The estimated fair value of the Core Funds (excluding the CGM Capital Growth Account and the
MetLife Company Stock Fund), which represents investments in publicly available mutual funds is
determined using the net asset value published by the respective fund managers on the applicable
reporting date.
The estimated fair value of the CGM Capital Growth Account, a pooled separate account offered
under a group annuity contract with MetLife, is determined by reference to the underlying assets of
the separate account. The underlying assets of the separate account are principally comprised of
shares of a publicly available mutual fund managed by The CGM Funds. The underlying assets of the
separate account reflect 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 investment-related expenses. The estimated fair value of the
separate account is expressed in the form of a unit value. Unit values are calculated and provided
daily by the Company and represent the price at which participant-directed contributions and
transfers are effected.
The estimated fair value of the funds held in the SDB is determined by reference to the
underlying shares of the publicly available mutual funds, other than the Core Funds, held within
each participant’s respective account. Such estimated fair value is based on the net asset value
published by the respective fund managers on the applicable reporting date.
The NEF Stable Value Fund represents the Plan’s fully benefit-responsive investment in the
general account of MetLife (see Note 7). Estimated fair value of the NEF Stable Value Fund was
calculated by discounting the contract value, which is payable in ten
10
annual installments upon termination of the contract by the Plan, using the yield of the
Moody’s Baa Industrial Bond Index on the appropriate valuation dates.
The estimated fair value of the Plan’s interest in the New England Master Trust (see Note 5)
is determined by reference to the underlying assets held in the trust. These underlying assets
represent 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 investment-related expenses. At December 31, 2008, the Plan’s interest in the net assets
of the New England Master Trust was approximately 12%. The underlying assets of the New England
Master Trust at December 31, 2008 were principally comprised of the MetLife Company Stock Fund and
the RGA Frozen Fund, each of which is a proprietary fund managed by the Company and is described
more fully in the General Information section of Note 1. The estimated fair value of the MetLife
Company Stock Fund and the RGA Frozen Fund was determined by reference to the common stock of
MetLife, Inc. and RGA, respectively, each of which is traded on the New York Stock Exchange.
Loans to participants are carried at the outstanding loan balance, which approximates
estimated fair value.
Contributions are recognized when due and withdrawals and distributions are recognized when
incurred. Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments are deducted from
income earned on a daily basis and are not separately reflected. Consequently, management fees and
operating expenses for investments are reflected as a reduction of return on such investments.
Interest, dividends, and administrative expenses relating to the New England Master Trust are
allocated to each participating defined contribution plan based upon average daily balances
invested by each plan.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Excess Contributions Payable
The Plan is required to return contributions received during the plan year in excess of IRC
limits applicable to such contributions. An immaterial amount of such excess contributions was
required to be returned to participants for the year ended December 31, 2008.
11
Other Expenses
Except for a limited amount of fees related to participant transactions, expenses of the Plan
are paid by the Company. Investment management fees are paid out of the assets of the Core Funds
and are deducted from investment income on a daily basis and are not separately reflected.
Consequently, investment management fees and operating expenses for investments in such mutual
funds are reflected as a reduction of return on such investments.
12
3. Investments
The Plan’s investments were as follows at December 31, 2008:
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December 31, |
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2008 |
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Target Retirement Funds: |
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Vanguard Target Retirement 2025 Fund |
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$ |
510,171 |
* |
Vanguard Target Retirement 2035 Fund |
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498,458 |
* |
Vanguard Target Retirement 2030 Fund |
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424,341 |
* |
Vanguard Target Retirement 2015 Fund |
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321,419 |
* |
Vanguard Target Retirement 2020 Fund |
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303,559 |
* |
Vanguard Target Retirement 2040 Fund |
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257,271 |
* |
Vanguard Target Retirement 2045 Fund |
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241,195 |
* |
Vanguard Target Retirement 2010 Fund |
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188,317 |
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Vanguard Target Retirement 2050 Fund |
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150,861 |
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Vanguard Target Retirement Income Fund |
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43,789 |
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Total Target Retirement Funds |
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2,939,381 |
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Individual Core Investment Funds (excluding the MetLife Company Stock Fund): |
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NEF Stable Value Fund |
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325,743 |
* |
Artio International Equity II -I Fund |
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286,360 |
* |
CGM Capital Growth Account |
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245,954 |
* |
T. Rowe Price Blue Chip Growth Fund |
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158,007 |
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Loomis Sayles Small Cap Growth Instl Fund |
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106,466 |
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Goldman Sachs Large Cap Value Fund |
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103,794 |
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Vanguard Mid Capitalization Index Ins Fund |
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99,857 |
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Vanguard Small Cap Index Fund |
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75,373 |
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Vanguard Total Bond Market Index — Inst Fund |
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51,532 |
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Vanguard Institutional Index Fund |
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38,199 |
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Total Individual Core Investment Funds |
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1,491,285 |
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Plan’s interest in the New England Master Trust (see Note 5) |
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201,909 |
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SDB |
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6,887 |
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Participant Loans |
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80,207 |
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Total Investments |
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$ |
4,719,669 |
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| * |
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Represents 5% or more of the net assets available for benefits. |
13
4. Net Depreciation in Estimated Fair Value of Investments
The Plan’s net depreciation in the estimated fair value of investments (including realized and
unrealized gains and losses) was as follows for the year ended December 31, 2008:
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|
|
|
|
| |
|
December 31, |
|
| |
|
2008 |
|
Target Retirement Funds |
|
$ |
(845,375 |
) |
Individual Core Investment Funds (excluding the MetLife Company Stock Fund) |
|
|
(432,054 |
) |
Plan’s interest in the New England Master Trust (see Note 5) |
|
|
(47,598 |
) |
SDB |
|
|
(11,104 |
) |
|
|
|
|
|
|
|
|
|
Net depreciation in estimated fair value of investments |
|
$ |
(1,336,131 |
) |
|
|
|
|
5. Interest in Master Trust
The New England Master Trust was established to hold certain investments of several
Company-sponsored defined contribution plans, including the Plan. Each participating defined
contribution plan has an undivided interest in the New England Master Trust. At December 31, 2008,
the Plan’s interest in the net assets of the New England Master Trust was approximately 12%.
The New England Master Trust’s investments were as follows at December 31, 2008:
| |
|
|
|
|
| |
|
December 31, |
|
| |
|
2008 |
|
Investments: |
|
|
|
|
MetLife Company Stock Fund |
|
$ |
1,651,209 |
|
RGA Frozen Fund |
|
|
16,228 |
|
|
|
|
|
Total Investments |
|
|
1,667,437 |
|
|
|
|
|
|
Receivable for securities sold |
|
|
7,826 |
|
Interest receivable |
|
|
13 |
|
Cash payable |
|
|
(3,946 |
) |
Payable for securities purchased |
|
|
(3,385 |
) |
|
|
|
|
Total net assets available in New England Master Trust |
|
$ |
1,667,945 |
|
|
|
|
|
Plan’s interest in the New England Master Trust |
|
$ |
201,909 |
|
|
|
|
|
14
The New England Master Trust’s net depreciation in the estimated fair value of investments
(including realized and unrealized gains and losses) was as follows for the year ended December 31,
2008:
| |
|
|
|
|
| |
|
Year Ended |
|
| |
|
December 31, |
|
| |
|
2008 |
|
Net depreciation in fair value of investments: |
|
|
|
|
MetLife Company Stock Fund |
|
$ |
(249,862 |
) |
RGA Frozen Fund |
|
|
(1,482 |
) |
|
|
|
|
|
|
|
|
|
Net depreciation in estimated fair value of investments |
|
$ |
(251,344 |
) |
|
|
|
|
|
|
|
|
|
Plan’s share of net depreciation in estimated fair value of investments |
|
$ |
(47,598 |
) |
|
|
|
|
15
6. Fair Value Measurements
Plan assets have been classified in their entirety within a level of the fair value hierarchy
based on the lowest level of input that is significant to the estimated fair value measurement, as set forth below:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Assets Held Outside the
New England Master Trust |
|
| |
|
|
|
|
|
Estimated Fair Value Measurements at |
|
| |
|
|
|
|
|
December 31, 2008 |
|
| |
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
| |
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
| |
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
| |
|
|
|
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
| |
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
| |
Vanguard Target Retirement 2010 Fund |
|
$ |
188,317 |
|
|
$ |
188,317 |
|
|
$ |
— |
|
|
$ |
— |
|
Vanguard Target Retirement 2015 Fund |
|
|
321,419 |
|
|
|
321,419 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2020 Fund |
|
|
303,559 |
|
|
|
303,559 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2025 Fund |
|
|
510,171 |
|
|
|
510,171 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2030 Fund |
|
|
424,341 |
|
|
|
424,341 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2035 Fund |
|
|
498,458 |
|
|
|
498,458 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2040 Fund |
|
|
257,271 |
|
|
|
257,271 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2045 Fund |
|
|
241,195 |
|
|
|
241,195 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement 2050 Fund |
|
|
150,861 |
|
|
|
150,861 |
|
|
|
— |
|
|
|
— |
|
Vanguard Target Retirement Income Fund |
|
|
43,789 |
|
|
|
43,789 |
|
|
|
— |
|
|
|
— |
|
NEF Stable Value Fund |
|
|
325,743 |
|
|
|
— |
|
|
|
325,743 |
|
|
|
— |
|
Artio International Equity II -I Fund |
|
|
286,360 |
|
|
|
286,360 |
|
|
|
— |
|
|
|
— |
|
CGM Capital Growth Account |
|
|
245,954 |
|
|
|
— |
|
|
|
245,954 |
|
|
|
— |
|
T. Rowe Price Blue Chip Growth Fund |
|
|
158,007 |
|
|
|
158,007 |
|
|
|
— |
|
|
|
— |
|
Loomis Sayles Small Cap Growth Instl Fund |
|
|
106,466 |
|
|
|
106,466 |
|
|
|
— |
|
|
|
— |
|
Goldman Sachs Large Cap Value Fund |
|
|
103,794 |
|
|
|
103,794 |
|
|
|
— |
|
|
|
— |
|
Vanguard Mid Capitalization Index Ins Fund |
|
|
99,857 |
|
|
|
99,857 |
|
|
|
— |
|
|
|
— |
|
Vanguard Small Cap Index Fund |
|
|
75,373 |
|
|
|
75,373 |
|
|
|
— |
|
|
|
— |
|
Vanguard Total Bond Market Index — Inst Fund |
|
|
51,532 |
|
|
|
51,532 |
|
|
|
— |
|
|
|
— |
|
Vanguard Institutional Index Fund |
|
|
38,199 |
|
|
|
38,199 |
|
|
|
— |
|
|
|
— |
|
SDB |
|
|
6,887 |
|
|
|
— |
|
|
|
6,887 |
|
|
|
— |
|
Participant Loans |
|
|
80,207 |
|
|
|
— |
|
|
|
80,207 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets, excluding the Plan’s Interest in the New England Master
Trust* |
|
$ |
4,517,760 |
|
|
$ |
3,858,969 |
|
|
$ |
658,791 |
|
|
$ |
— |
|
| |
|
|
|
|
|
| * |
|
Excludes the MetLife Company Stock Fund and the RGA Frozen Fund |
16
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Assets Held Inside the New
England Master Trust |
|
| |
|
|
|
|
|
Estimated Fair Value Measurements at |
|
| |
|
|
|
|
|
December 31, 2008 |
|
| |
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
| |
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
| |
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
| |
|
|
|
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
| |
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
| |
MetLife Company Stock Fund |
|
$ |
1,651,209 |
|
|
$ |
— |
|
|
$ |
1,651,209 |
|
|
$ |
— |
|
RGA Frozen Fund |
|
|
16,228 |
|
|
|
— |
|
|
|
16,228 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets Held Inside the New England Master Trust |
|
$ |
1,667,437 |
|
|
$ |
— |
|
|
$ |
1,667,437 |
|
|
$ |
— |
|
| |
|
|
7. Fully Benefit-Responsive Investment with MetLife
The NEF Stable Value Fund represents a fully benefit-responsive investment in the general
account of MetLife through which participants may direct contributions made on their behalf into
the general account of MetLife. The Plan’s assets invested in the NEF Stable Value Fund are
included in the Plan’s financial statements at estimated fair value and then adjusted to contract
value as a single amount reflected separately in the statement of net assets available for
benefits. Contract value represents accumulated contributions directed to the investment, plus
interest credited, less participant withdrawals and expenses. Participants may direct the
withdrawal for benefit payments or loans or transfer all or a portion of their investment to other
investments offered under the Plan at contract value. The crediting interest rate is established
annually by MetLife in a manner consistent with its practices for determining such rates, but which
may not be less than zero percent. The crediting interest rate for participants and average yield
for the NEF Stable Value Fund were 6.75% for the year ended December 31, 2008. There are no
reserves against the reported contract value for credit risk of MetLife or otherwise.
The Plan’s investment in the NEF Stable Value Fund had a contract value of $343,742 at
December 31, 2008. The estimated fair market value of these investments was $325,743 at December
31, 2008. The estimated fair value is presented for measurement and disclosure purposes. Upon
termination of the underlying contract by the Plan, proceeds will be paid for the benefit of the
participants at the contract value, determined on the date of termination, in ten equal annual
installments plus additional interest credited.
While the Plan may elect to do so at any time, it does not currently intend to terminate the
contract underlying this investment. There are no reserves against the reported contract value for
credit risk of the Company, as the issuer of the contract that constitutes this fully
benefit-responsive investment.
17
8. Related-Party Transactions
The Plan invests in the NEF Stable Value Fund, which is a fully benefit-responsive investment
in the general account of MetLife. The estimated fair value of these investments was $325,743 at
December 31, 2008. Total investment income was $8,115 for the year ended December 31, 2008.
At December 31, 2008, the New England Master Trust held approximately 47,300 shares of common
stock of MetLife, Inc. in the MetLife Company Stock Fund invested through the New England Master
Trust with a cost basis of approximately $1,900,000 of which approximately 12% was allocable to the
Plan. During the year ended December 31, 2008, the New England Master Trust recorded dividend
income on MetLife, Inc. common stock of approximately $25,000, of which approximately 12% was
allocable to the Plan.
The CGM Capital Growth Account is a pooled separate account managed by MetLife. The balance
of these investments was $245,954 at December 31, 2008. Total net depreciation, including realized
and unrealized gains and losses, for these investments was ($103,560) for the year ended December
31, 2008. As discussed in Note 2, management fees and operating expenses charged to the Plan for
the CGM Capital Growth Account by MetLife are deducted from income earned on a daily basis and
reflected as a reduction in the reported investment returns. Based on a weighted-average rate of
0.88% charged for the fund, such management and operating expenses included as a reduction of
earned income totaled approximately $1,720 for the year ended December 31, 2008. Since the Company
is the sponsor of the Plan, these transactions with MetLife qualify as permitted party-in-interest
transactions specifically covered in the exemptions from prohibited party-in-interest transactions
under ERISA.
9. Termination of the Plan
While the Company intends that the Plan be permanent, it has the right to amend or discontinue
it. In the event of such termination, each participant would be fully vested in matching
contributions made to the Plan, and generally has a right to receive a distribution of his or her
interest, in accordance with the provisions of the Plan.
10. Federal Income Tax Status
An application was submitted to the Internal Revenue Service (“IRS”) for a determination that
the Plan is designed in accordance with the applicable requirements of the IRC. On February 9,
2009, the IRS issued a favorable determination letter approving the Plan’s qualification. The Plan
has been amended since receiving such determination letter. The Plan Administrator believes that
the Plan is designed and being operated in material compliance with the applicable requirements of
the IRC and the Plan document, and continues to be tax-exempt under the IRC. Therefore, no
provision for income taxes has been included in the Plan’s financial statements for the year ended
December 31, 2008.
18
11. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial
statements to net assets per the Form 5500, Schedule H, Part I, Asset and Liability Statement, as
of December 31, 2008:
| |
|
|
|
|
| |
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
4,737,668 |
|
|
|
|
|
|
Adjustment from contract value to estimated fair value for fully
benefit-responsive contracts |
|
|
(17,999 |
) |
|
|
|
|
|
|
|
|
|
Net assets per Form 5500, Schedule H, Part I, Line l |
|
$ |
4,719,669 |
|
|
|
|
|
The
following is a reconciliation of the increase in net assets per the financial statements to net income per Form 5500, Schedule H, Part II, as of December 31, 2008:
| |
|
|
|
|
| |
|
2008 |
|
Net increase
in net assets per the financial statements |
|
$ |
4,737,668 |
|
|
|
|
|
|
|
|
|
|
|
Adjustment from contract value to estimated fair value for fully
benefit-responsive contracts |
|
|
(17,999 |
) |
|
|
|
|
|
|
|
|
|
Net Income per Form 5500, Schedule H, Part II, line k |
|
$ |
4,719,669 |
|
|
|
|
|
12. Subsequent Event
Effective January 1, 2009, the Plan was amended to provided that when a participant terminates
employment with eligibility under the New England Life Insurance Company Severance Plan, the
participant becomes fully vested in matching contributions under the Plan.
******
19
NEW ENGLAND LIFE INSURANCE COMPANY 401(k)
SAVINGS PLAN AND TRUST
Form 5500, Schedule H, Part IV, Line 4i, Schedule of Assets (Held at End of Year)
As of December 31, 2008
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
|
(b) |
Identity of Issuer, Borrower, (c) Description of Investment, Including |
|
(d) Cost*** |
|
|
(e) Current |
|
| |
|
|
|
Lessor, or Similar Party |
|
|
Maturity Date, Rate of Interest, Collateral, |
|
|
|
|
|
Value |
|
| |
|
|
|
|
|
|
|
Par, or Maturity Value |
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
|
Target Retirement Funds: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2025 Fund |
|
|
*** |
|
|
$ |
510,171 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2035 Fund |
|
|
*** |
|
|
|
498,458 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2030 Fund |
|
|
*** |
|
|
|
424,341 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2015 Fund |
|
|
*** |
|
|
|
321,419 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2020 Fund |
|
|
*** |
|
|
|
303,559 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2040 Fund |
|
|
*** |
|
|
|
257,271 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2045 Fund |
|
|
*** |
|
|
|
241,195 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2010 Fund |
|
|
*** |
|
|
|
188,317 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement 2050 Fund |
|
|
*** |
|
|
|
150,861 |
|
| |
|
|
|
|
|
|
|
Vanguard Target Retirement Income Fund |
|
|
*** |
|
|
|
43,789 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Total Target Retirement Funds |
|
|
|
|
|
|
2,939,381 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Individual Core Investment Funds
(excluding the MetLife Company Stock Fund): |
|
|
|
|
|
|
|
|
| |
* |
|
|
Metropolitan Life Insurance Company |
|
NEF Stable Value Fund ** |
|
|
*** |
|
|
|
325,743 |
|
| |
|
|
|
|
|
Artio International Equity II -I Fund |
|
|
*** |
|
|
|
286,360 |
|
| |
|
|
|
|
|
|
|
T. Rowe Price Blue Chip Growth Fund |
|
|
*** |
|
|
|
158,007 |
|
| |
|
|
|
|
|
|
|
Loomis Sayles Small Cap Growth Instl Fund |
|
|
*** |
|
|
|
106,466 |
|
| |
|
|
|
|
|
|
|
Goldman Sachs Large Cap Value Fund |
|
|
*** |
|
|
|
103,794 |
|
| |
|
|
|
|
|
|
|
Vanguard Mid Capitalization Index Ins Fund |
|
|
*** |
|
|
|
99,857 |
|
| |
|
|
|
|
|
|
|
Vanguard Small Cap Index Fund |
|
|
*** |
|
|
|
75,373 |
|
| |
|
|
|
|
|
|
|
Vanguard Total Bond Market Index — Inst Fund |
|
|
*** |
|
|
|
51,532 |
|
| |
|
|
|
|
|
|
|
Vanguard Institutional Index Fund |
|
|
*** |
|
|
|
38,199 |
|
| |
|
|
|
|
|
|
|
CGM Capital Growth Account |
|
|
*** |
|
|
|
245,954 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Total Individual Core Investment Funds |
|
|
|
|
|
|
1,491,285 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
|
|
New England Life Insurance Company |
|
Plan interest in the New England Master Trust |
|
|
|
|
|
|
201,909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
|
|
Various Participants |
|
Participant loans-various principal amounts
maturing through 8/13/2018, interest rates ranging
from 5.0% to 6.25% |
|
|
*** |
|
|
|
80,207 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
SDB |
|
|
*** |
|
|
|
6,887 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Participant-directed investments ** |
|
|
|
|
|
$ |
4,719,669 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Permitted party-in-interest. |
| |
| ** |
|
At estimated fair value. |
| |
| *** |
|
Cost has been omitted with respect to participant-directed investments. |
20
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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New England Life Insurance Company 401(k)
Savings Plan and Trust |
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By:
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/s/ Margery Brittain |
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Name:
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Margery Brittain
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Title:
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Plan Administrator |
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Date:
June 26, 2009
21
EXHIBIT INDEX
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| EXHIBIT |
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| NUMBER |
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EXHIBIT NAME |
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23.1
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Consent of Independent Registered Public Accounting Firm |
22