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FMR LLC · SC 13G · Metlife Inc · On 2/14/06

Filed On 2/14/06, 12:28pm ET   ·   Accession Number 315066-6-2318   ·   SEC File 5-58857

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer

 2/14/06  FMR LLC                           SC 13G                 1:11K  Metlife Inc

Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      6±    28K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1(a). Name of Issuer:
"Item 1(b). Name of Issuer's Principal Executive Offices:
"Item 2(a). Name of Person Filing:
"Item 2(b). Address or Principal Business Office or, if None, Residence:
"Item 2(c). Citizenship:
"Item 2(d). Title of Class of Securities:
"Item 2(e). CUSIP Number:
"Item 4. Ownership
"Item 5. Ownership of Five Percent or Less of a Class
"Item 6. Ownership of More than Five Percent on Behalf of Another Person
"Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
"Item 8. Identification and Classification of Members of the Group
"Item 9. Notice of Dissolution of Group
"Item 10. Certification


SCHEDULE 13G Amendment No. 0 MetLife Incorporated Common Stock Cusip #59156R108 Cusip #59156R108 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 3,238,724 Item 6: 0 Item 7: 37,897,558 Item 8: 0 Item 9: 37,897,558 Item 11: 5.003% Item 12: HC Cusip #59156R108 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 37,897,558 Item 8: 0 Item 9: 37,897,558 Item 11: 5.003% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: MetLife Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: One Madison Avenue New York, NY 10010-3690 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 59156R108 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 37,897,558 (b) Percent of Class: 5.003% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 3,238,724 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 37,897,558 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of MetLife Incorporated. No one person's interest in the Common Stock of MetLife Incorporated is more than five percent of the total outstanding Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2006 Date /s/Eric D. Roiter Signature Eric D, Roiter Duly authorized under Power of Attorney dated December 30, 1997 by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly- owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 34,372,584 shares or 4.538% of the Common Stock outstanding of MetLife Incorporated ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of MetLife Incorporated owned by the investment companies at December 31, 2005 included 11,136,744 shares of Common Stock resulting from the assumed conversion of 11,136,744 shares of METLIFE INC EQ UNIT (1 shares of Common Stock for each share of Convertible Preferred Stock). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 34,372,584 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR Corp., are the predominant owners, directly or through trusts, of Series B shares of common stock of FMR Corp., representing 49% of the voting power of FMR Corp. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 1,871,780 shares or 0.247% of the Common Stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). The number of shares of Common Stock of MetLife Incorporated owned by the institutional account(s) at December 31, 2005 included 220,688 shares of Common Stock resulting from the assumed conversion of 220,688 shares of METLIFE INC EQ UNIT (1 shares of Common Stock for each share of Convertible Preferred Stock). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 1,871,780 shares and sole power to vote or to direct the voting of 1,377,980 shares, and no power to vote or to direct the voting of 493,800 shares of Common Stock owned by the institutional account(s) as reported above. Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. As such, FMR Corp.'s beneficial ownership includes 794 shares, or 0.000%, of the Common Stock stock outstanding of MetLife Incorporated, beneficially owned through Strategic Advisers, Inc. Fidelity International Limited ("FIL"), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL, which is a qualified institution under section 240.13d-1(b)(1) pursuant to an SEC No-Action letter dated October 5, 2000, is the beneficial owner of 1,652,400 shares or 0.218% of the Common Stock outstanding of the Company. The number of shares of Common Stock of MetLife Incorporated owned by the institutional account(s) at December 31, 2005 included 170,500 shares of Common Stock resulting from the assumed conversion of 170,500 shares of METLIFE INC EQ UNIT (1 shares of Common Stock for each share of Convertible Preferred Stock). A partnership controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman of FMR Corp. and FIL, or trusts for their benefit, owns shares of FIL voting stock with the right to cast approximately 38% of the total votes which may be cast by all holders of FIL voting stock. FMR Corp. and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. FMR Corp. and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934" Act) and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, FMR Corp. is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR Corp. and FIL on a joint basis. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 14, 2006, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of MetLife Incorporated at December 31, 2005. FMR Corp. By /s/ Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Edward C. Johnson 3d Fidelity Management & Research Company By /s/ Eric D. Roiter Eric D. Roiter Senior V.P. and General Counsel

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13G Filing   Date   Other Filings
12/30/97
10/5/00
12/31/0510-K, 11-K, 13F-HR, 5
Filed On / Filed As Of2/14/0613F-HR, SC 13G, SC 13G/A
 
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Filing Submission 0000315066-06-002318   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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