Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-147180

Prospectus Supplement

(To Prospectus Dated November 6, 2007)

$1,034,999,000

MetLife, Inc.

7.717% Senior Debt Securities, Series B, Due 2019

 

 

This prospectus supplement relates to the remarketing of $1,034,999,000 aggregate principal amount of 7.717% Senior Debt Securities, Series B, due 2019 (the “Debentures”). This prospectus supplement also relates to the remarketing of Senior Debt Securities, Series B, due 2014, none of which were sold. MetLife, Inc. issued the Debentures originally as 4.91% Junior Subordinated Debt Securities, Series B, due 2040, to MetLife Capital Trust III, a Delaware statutory trust (the “Trust”), in connection with the offering of our 6.375% Common Equity Units (the “Units”) in June 2005. Each Unit initially consisted of a contract to purchase shares of MetLife, Inc.’s common stock in accordance with the terms of the Unit, as well as a 1/80th or 1.25% undivided beneficial ownership interest in a Series A trust preferred security of MetLife Capital Trust II (the “Series A Trust Preferred Securities”) and a 1/80th or 1.25% undivided beneficial ownership interest in a Series B trust preferred security of the Trust (the “Series B Trust Preferred Securities”). In August 2008, MetLife Capital Trust II was dissolved and the underlying debt securities distributed to holders of Series A Trust Preferred Securities were remarketed. MetLife, Inc. dissolved the Trust on February 5, 2009 and distributed 4.91% Junior Subordinated Debt Securities, Series B, due 2040 to the holders of the Series B Trust Preferred Securities. MetLife, Inc. solicited and obtained the consent of a sufficient number of holders of Units in their capacity as beneficial owners of the Series B Trust Preferred Securities of the Trust to effect amendments to the Indenture (as defined below) to allow for a remarketing of the Debentures in two or more tranches. On February 6, 2009, MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. entered into the Seventh Supplemental Indenture (as defined below) implementing those and certain additional amendments to the Indenture. The Debentures are unsecured obligations of MetLife, Inc. and rank equally in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. We do not have the right to defer payment of interest on the Debentures. The Debentures will be issued only in registered form in denominations of $1,000 and integral multiples thereof.

 

Interest on the Debentures will accrue at 7.717% per annum from February 15, 2009. We will pay interest on the Debentures in cash semi-annually on February 15 and August 15 of each year. The first such interest payment on the Debentures will be made on August 15, 2009.

 

The stated maturity of the Debentures will be February 15, 2019. The Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time, on or after February 15, 2011, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption and the “Make-Whole Redemption Amount” calculated as described in this prospectus supplement.

 

The Debentures are being remarketed through Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Barclays Capital Inc., and the other remarketing agents named herein (each, a “Remarketing Agent” and together, the “Remarketing Agents”) pursuant to a remarketing agreement dated January 12, 2009 (the “Remarketing Agreement”) among the Remarketing Agents, MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A., not individually, but solely as Purchase Contract Agent (as defined in the Remarketing Agreement) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Remarketing Agreement). We will not receive any of the proceeds from the remarketing, except as described under “Use of Proceeds” and “Relationship of the Common Equity Units to the Remarketing” in this prospectus supplement.

 

The Debentures are not, and are not expected to be, listed on any national securities exchange nor included in any automated quotation system. The Remarketing Agents expect to deliver the Debentures, in book-entry form only, through the facilities of the Depository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg (“Clearstream Luxembourg”) and/or Euroclear Bank N.V./S.A. (“Euroclear”), on or about February 17, 2009.

 

See “Risk Factors” beginning on page S-12 and continued on page S-18 of this prospectus supplement to read about important factors you should consider before buying the Debentures.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

The Debentures are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. In addition, the Debentures will not be guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

 

 

 

Joint Bookrunners

Barclays Capital

 

 

 

 

The date of this prospectus supplement is February 11, 2009

 

TABLE OF CONTENTS

 

 

 

 

 

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor the Remarketing Agents have authorized anyone to provide you with additional or different information. If anyone provided you with additional or different information, you should not rely on it. Neither we nor the Remarketing Agents are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference, is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

The Debentures are offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the Debentures in some jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and the Remarketing Agents to inform themselves about and to observe any applicable restrictions. This prospectus supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation. See “Offering Restrictions” in this prospectus supplement.

 

 

You should read this prospectus supplement along with the accompanying prospectus carefully before investing in the Debentures. This prospectus supplement contains the terms of this remarketing of Debentures. This prospectus supplement may add, update or change information in the accompanying prospectus. In addition, the information incorporated by reference in the accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information incorporated therein by reference), this prospectus supplement will apply and will supersede such information.

 

It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the additional information under the caption “Where You Can Find More Information” in the accompanying prospectus.

 

Unless otherwise stated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to “MetLife,” “we,” “our,” or “us” refer to MetLife, Inc., together with its direct and indirect subsidiaries, while references to “MetLife, Inc.” refer only to the holding company on an unconsolidated basis.

 

 

MetLife, Inc. files reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). These reports, proxy statements and other information can be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including MetLife, Inc. MetLife, Inc.’s common stock is listed and trading on the New York Stock Exchange under the symbol “MET.” These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

 

The SEC allows “incorporation by reference” into this prospectus supplement and the accompanying prospectus of information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus supplement and accompanying prospectus, and any information filed with the SEC subsequent to the date of this prospectus will automatically be deemed to update and supersede this information. Information furnished under Item 2.02 and Item 7.01 of MetLife, Inc.’s Current Reports on Form 8-K is not incorporated by reference in this prospectus supplement and accompanying prospectus. MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC:

 

 

MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until MetLife, Inc. files a post-effective amendment which indicates the termination of the offering of the securities made by this prospectus supplement and accompanying prospectus. Any reports filed by us with the SEC after the date of this prospectus supplement and before the date that the offering of securities by means of this prospectus supplement and accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement and accompanying prospectus or incorporated by reference in this prospectus supplement and accompanying prospectus.

 

MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and accompanying prospectus, other than exhibits to those documents, unless those exhibits are specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, 1095 Avenue of the Americas, New York, New York 10036, by electronic mail (metir@metlife.com), or by telephone (212-578-2211). You may also obtain some of the documents incorporated by reference into this document at MetLife’s website, www.metlife.com. All other information contained on MetLife’s website is not a part of this document.

 

This prospectus supplement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

 

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining MetLife’s actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the SEC. These factors include: (i) difficult and adverse conditions in the global and domestic capital and credit markets; (ii) continued volatility and further deterioration of the capital and credit markets; (iii) uncertainty about the effectiveness of the U.S. government’s plan to stabilize the financial system by injecting capital into financial institutions, purchasing large amounts of illiquid, mortgage-backed and other securities from financial institutions, or otherwise; (iv) the impairment of other financial institutions; (v) potential liquidity and other risks resulting from MetLife’s participation in a securities lending program and other transactions; (vi) exposure to financial and capital market risk; (vii) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect MetLife’s ability to raise capital and generate fee income and market-related revenue; (viii) defaults on MetLife’s mortgage and consumer loans; (ix) investment losses and defaults, and changes to investment valuations; (x) market value impairments to illiquid assets; (xi) unanticipated changes in industry trends; (xii) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors and for personnel; (xiii) discrepancies between actual claims experience and assumptions used in setting prices for MetLife’s products and establishing the liabilities for MetLife’s obligations for future policy benefits and claims; (xiv) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xv) ineffectiveness of risk management policies and procedures; (xvi) catastrophe losses; (xvii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (xviii) downgrades in MetLife’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xix) economic, political, currency and other risks relating to MetLife’s international operations; (xx) regulatory, legislative or tax changes that may affect the cost of, or demand for, MetLife’s products or services; (xxi) changes in accounting standards, practices and/or policies; (xxii) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xxiii) deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company; (xxiv) the effects of business disruption or economic contraction due to terrorism or other hostilities; (xxv) MetLife’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; (xxvi) MetLife, Inc.’s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; and (xxvii) other risks and uncertainties described from time to time in MetLife, Inc.’s filings with the SEC.

 

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in reports to the SEC.

 

In reviewing the agreements included as exhibits to any of the documents incorporated by reference into this prospectus supplement, please remember that they are incorporated to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

 

SUMMARY

	•	Institutional.  The Institutional segment offers a broad range of group insurance and retirement & savings products and services to corporations and other institutions and their respective employees.

	•	Individual.  The Individual segment offers a wide variety of protection and asset accumulation products aimed at serving the financial needs of our customers throughout their entire life cycle. Individual segment products include insurance products, such as traditional, variable and universal life insurance and variable and fixed annuities. In addition, Individual sales representatives distribute disability insurance and long-term care insurance products offered through the Institutional segment, investment products such as mutual funds, as well as other products offered by MetLife’s other businesses.

	•	International.  The International segment provides life insurance, accident and health insurance, credit insurance, annuities and retirement & savings products to both individuals and groups. MetLife focuses on emerging markets primarily within the Latin America, Europe and Asia Pacific regions. MetLife operates in

		Latin America in Mexico, Chile, Argentina, Brazil and Uruguay. In Europe, MetLife operates in the United Kingdom, Belgium, Poland and Ireland. The results of our operations in India are also included in this region. In the Asia Pacific region, MetLife operates in South Korea, Taiwan, Australia, Japan, Hong Kong and China.

	•	Auto & Home.  The Auto & Home segment offers personal lines property and casualty insurance directly to employees at their employer’s worksite, as well as to individuals through a variety of retail distribution channels, including independent agents, property and casualty specialists, direct response marketing and the agency distribution group.

Issuer		MetLife, Inc.
Securities Remarketed		$1,034,999,000 aggregate principal amount of 7.717% Senior Debt Securities, Series B, due 2019 (the “Debentures”). This prospectus supplement also relates to the remarketing of Senior Debt Securities, Series B, due 2014, none of which were sold.
Aggregate Principal Amount		$1,035,000,000
Maturity Date		February 15, 2019.
Interest Rate		Interest on the Debentures will accrue at 7.717% per annum from February 15, 2009. The Debentures will pay interest in cash.
Interest Payment Dates		February 15 and August 15 of each year. August 15, 2009 will be the first interest payment date on which interest is paid at the above referenced Interest Rate.
The Remarketing		We issued the Debentures originally as 4.91% Junior Subordinated Debt Securities, Series B, due 2040 to MetLife Capital Trust III (the “Trust”) in connection with the offering of our 6.375% Common Equity Units (the “Units”) in June 2005. Each Unit initially consisted of a contract to purchase shares (the “Purchase Contract”) of MetLife, Inc.’s common stock (the “Common Stock”) in accordance with the terms of the Unit, as well as a 1/80th or 1.25% undivided beneficial interest in a Series A trust preferred security of the Trust (the “Series A Trust Preferred Securities”) and a 1/80th or 1.25% undivided beneficial ownership interest in a 4.91% Series B trust preferred security of MetLife Capital Trust III (the “Series B Trust Preferred Securities,” and together with the Series A Trust Preferred Securities, the “Trust Preferred Securities”). To secure their obligations under the Purchase Contract, investors in the Units pledged their Trust Preferred Securities to a collateral agent. In August 2008, MetLife Capital Trust II was dissolved and the underlying debt securities distributed to holders of Series A Trust Preferred Securities were remarketed. On February 5, 2009, in accordance with the terms of the Declaration, we dissolved the Trust and distributed 4.91% Junior Subordinated Debt Securities, Series B, due 2040 to the holders of the Series B Trust Preferred Securities. MetLife, Inc. solicited and obtained the consent of a sufficient number of holders of Units in their capacity as beneficial owners of the Series B Trust Preferred Securities of the Trust to effect amendments to the Indenture to allow for a remarketing of the Debentures in two or more tranches. On February 6, 2009, MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. entered into the Seventh Supplemental Indenture implementing those and certain additional amendments to the Indenture.
		Under the terms of the Units, we were obligated to engage one or more nationally recognized investment banks to remarket the Debentures on behalf of holders (other than those holders who have elected not to participate in the remarketing) pursuant to the Remarketing Agreement.
Remarketing Agents		Appointed Remarketing Agents are:

		Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Barclays Capital Inc., ANZ Securities, Inc., BNP Paribas Securities Corp., Calyon Securities (USA) Inc., Daiwa Securities America Inc., HSBC Securities (USA) Inc., Greenwich Capital Markets, Inc., ING Financial Markets LLC, Raymond James & Associates, Inc., Standard Chartered Bank, Blaylock Robert Van, LLC, Cabrera Capital Markets, LLC, Guzman & Company, Samuel A. Ramirez & Company, Inc. and The Williams Capital Group, L.P.
Redemption		The Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time on or after February 15, 2011 at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption and the “Make-Whole Redemption Amount” calculated as described under “Description of the Remarketed Debentures — Redemption.”

Anticipated Ratings		Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies’ Inc. (“S&P”):		A
		Moody’s Investors Service, Inc. (“Moody’s”):		A2
		Fitch Ratings, Inc. (“Fitch”):		A

		An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their rating on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Debentures should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Ranking		The Debentures are unsecured obligations of MetLife, Inc. and rank equally in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. We do not have the right to defer payment of interest on the Debentures.
Denomination		$1,000 and integral multiples thereof.
Use of Proceeds		We will not receive any of the proceeds from the remarketing. Proceeds from the remarketing attributable to the Debentures that are part of “normal” Units (i.e., Units consisting, prior to the settlement of the remarketing, of a 1/80th interest in the Debentures and a stock purchase contract), that participated in the remarketing will be used as follows:
		• to pay the Remarketing Agents a remarketing fee not exceeding 0.35% of the total principal attributable to the Debentures that are part of normal Units that participated in the remarketing;
		• to satisfy the obligation of holders of normal Units to purchase newly-issued common stock of MetLife, Inc. under the stock purchase contract on the date of settlement of the remarketing; and
		• any remaining portion, if any, of the proceeds will be remitted for the benefit of holders of normal Units participating in the remarketing.

		See “Relationship of the Common Equity Units to the Remarketing.”
Clearance and Settlement		The Debentures will be cleared through DTC, Clearstream, Luxembourg and the Euroclear System.
Listing		The Debentures are not, and are not expected to be, listed on any national securities exchange nor included in any automated quotation system.
Governing Law		New York.
		Recent Developments

		For the Three Months								For The Year
		Ended December 31,								Ended December 31,
		2008				2007				2008				2007
		(In millions, except per common share data)
Net income available to common shareholders		$	954			$	1,083			$	3,084			$	4,180
Net income available to common shareholders per diluted common share		$	1.20			$	1.44			$	4.14			$	5.48
Book value per diluted common share		$	27.33			$	43.94
Premiums, fees and other revenues:
Institutional		$	4,157			$	3,517			$	16,625			$	13,920
Individual			2,147				2,261				8,452				8,522
International			1,006				1,106				4,583				4,115
Auto & Home			747				776				3,009				3,009
Corporate & Other			122				22				212				107
Total premiums, fees and other revenues:		$	8,179			$	7,682			$	32,881			$	29,673

	•	reducing new sales of insurance products, annuities and other investment products;
	•	adversely affecting our relationships with our sales force and independent sales intermediaries;
	•	materially increasing the number or amount of policy surrenders and withdrawals by contractholders and policyholders;
	•	requiring us to reduce prices for many of our products and services to remain competitive; and
	•	adversely affecting our ability to obtain reinsurance at reasonable prices or at all.

RISK FACTORS

 

Investment in the Debentures remarketed hereby will involve certain risks described below. However, this prospectus supplement and the accompanying prospectus do not describe all of the risks involving an investment in these securities. You should also read the Risk Factors set forth in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2008 (the “2008 MetLife Form 10-Q”), which is incorporated by reference herein. Investors should note, however, that MetLife’s business, financial condition, results of operations and prospects may have changed since the date of the 2008 MetLife Form 10-Q. Therefore, you should review the information included in the Risk Factors set forth in the 2008 MetLife Form 10-Q as such information has been modified and supplemented in documents subsequently filed by MetLife, Inc. with the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the Risk Factors in our Current Report on Form 8-K filed February 10, 2009.

 

In consultation with your own financial and legal advisors, you should carefully consider the information included in this prospectus supplement and the accompanying prospectus together with the other information incorporated by reference in this prospectus supplement and the accompanying prospectus and pay special attention to the following discussion of risks relating to the Debentures, before deciding whether an investment in the securities offered hereby is suitable for you. The securities offered hereby will not be an appropriate investment for you if you are not knowledgeable about significant features of the securities offered hereby or financial matters in general. You should not purchase any of the offered securities unless you understand, and know that you can bear, these investment risks.

 

There Are No Financial Covenants in the Indenture.

 

Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including additional senior debt, under the Indenture (as defined under “Description of the Remarketed Debentures”). If we incur additional debt or liabilities, our ability to pay our obligations on the Debentures could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In addition, we are not restricted from paying dividends or issuing or repurchasing our securities under the Indenture.

 

There are no financial covenants in the Indenture. You are not protected under the Indenture in the event of a highly leveraged transaction, reorganization, change of control, restructuring, merger or similar transaction that may adversely affect you, except to the extent described in the accompanying prospectus under “Description of the Debt — Consolidation, Merger, Sale of Assets and Other Transactions.”

 

The Debentures Are Not Guaranteed by Any of Our Subsidiaries and Are Structurally Subordinated to the Debt and Other Liabilities of Our Subsidiaries, which Means that Creditors of Our Subsidiaries Will be Paid from Their Assets Before Holders of the Debentures Would Have Any Claims to Those Assets.

 

We are a holding company and conduct substantially all of our operations through subsidiaries. However, the Debentures are obligations exclusively of MetLife, Inc. and are not guaranteed by any of our subsidiaries. As a result, the Debentures are structurally subordinated to all debt and other liabilities of our subsidiaries (including liabilities to policyholders and contractholders), which means that creditors of our subsidiaries will be paid from their assets before holders of the Debentures would have any claims to those assets. As of September 30, 2008, our subsidiaries had outstanding $478.3 billion of total liabilities, including $7.6 billion of total debt (excluding, in each case, intercompany liabilities).

 

An Active After-Market for the Debentures May Not Develop.

 

The Debentures have no established trading market. We cannot assure you that an active after-market for the Debentures will develop or be sustained or that holders of the Debentures will be able to sell their Debentures at favorable prices or at all. Although the Remarketing Agents have indicated to us that they intend to make a market in the Debentures, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue any such market-making at any time without notice. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Debentures. The Debentures are not listed and we do not plan to apply to list the Debentures on any securities exchange or to include them in any automated dealer quotation system. If we or our affiliates

purchase Debentures in the remarketing, the liquidity of any trading market in the Debentures may be adversely affected.

 

If a Trading Market Does Develop, Changes in Our Credit Ratings or the Debt Markets Could Adversely Affect the Market Price of the Debentures.

 

The price for the Debentures depends on many factors, including:

 

 

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the Debentures.

 

In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the insurance industry as a whole and may change their credit ratings for us based on their overall view of our industry. A negative change in any of our ratings could have an adverse effect on the price of the Debentures.

 

The following selected financial data has been derived from MetLife’s audited consolidated financial statements. The statement of income data for the years ended December 31, 2007, 2006 and 2005 and the balance sheet data as of December 31, 2007 and 2006 has been derived from MetLife’s audited financial statements included in the MetLife Annual Report on Form 10-K for the year ended December 31, 2007, which have been updated by the Current Report on Form 8-K filed on November 6, 2008 incorporated by reference in this prospectus supplement. The statement of income data for the years ended December 31, 2004 and 2003 and the balance sheet as of December 31, 2005 and 2004 has been derived from MetLife’s audited financial statements included in the MetLife Annual Report on Form 10-K for the year ended December 31, 2005 not included herein. The selected consolidated financial information at and for the nine months ended September 30, 2008 and 2007 have been derived from the unaudited interim condensed consolidated financial statements included in MetLife’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008 incorporated by reference into this prospectus supplement. This selected financial data should be read in conjunction with and is qualified by reference to those financial statements and the related notes.

 

 

 

 

 

 

Real Estate

 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), income related to real estate sold or classified as

held-for-sale for transactions initiated on or after January 1, 2002 is presented as discontinued operations. The following information presents the components of income from discontinued real estate operations:

 

		Nine Months
		Ended September 30,								Years Ended December 31,
		2008				2007				2007				2006				2005				2004				2003
		(In millions)
Investment income		$	45			$	38			$	61			$	267			$	431			$	686			$	756
Investment expense			(19	)			(23	)			(32	)			(175	)			(269	)			(411	)			(444	)
Net investment gains (losses)			—				5				13				4,795				2,125				146				420
Total revenues			26				20				42				4,887				2,287				421				732
Interest expense			—				—				—				—				—				13				4
Provision for income tax			9				7				18				1,725				814				143				265
Income from discontinued operations, net of income tax		$	17			$	13			$	24			$	3,162			$	1,473			$	265			$	463

 

Operations

 

In September 2007, September 2005 and January 2005, MetLife sold its MetLife Insurance Limited (“MetLife Australia”) annuities and pension businesses, P.T. Sejabtera (“MetLife Indonesia”) and SSRM Holdings, Inc. (“SSRM”), respectively. In accordance with SFAS 144, the assets, liabilities and operations of MetLife Indonesia, MetLife Australia and SSRM have been reclassified into discontinued operations for all years presented. The following tables present these discontinued operations:

 

		Years Ended December 31,
		2007				2006				2005				2004				2003
		(In millions)
Revenues		$	71			$	100			$	74			$	333			$	235
Expenses			58				89				89				310				206
Income before provision for income tax			13				11				(15	)			23				29
Provision for income tax			4				3				(2	)			13				13
Income (loss) from discontinued operations, net of income tax			9				8				(13	)			10				16
Net investment gains (losses), net of income tax			10				52				182				—				—
Income from discounted operations, net of income tax		$	19			$	60			$	169			$	10			$	16

 

		December 31,
		2006				2005				2004				2003
		(In millions)
General account assets		$	1,563			$	1,621			$	410			$	210
Total assets		$	1,563			$	1,621			$	410			$	210
Life and health policyholder liabilities (5)		$	1,595			$	1,622			$	24			$	17
Short-term debt			—				—				19				—
Other			—				—				225				73
Total liabilities		$	1,595			$	1,622			$	268			$	90

 

On September 12, 2008, MetLife completed a tax-free split-off of its majority-owned subsidiary, Reinsurance Group of America, Incorporated (“RGA”), as described in Item 8.01 of the Current Report on Form 8-K filed on November 14, 2008. In accordance with SFAS 144, the assets, liabilities and operations of RGA have

been reclassified into discontinued operations for all years presented. The following tables present these discontinued operations:

 

		Years Ended December 31,
		2007				2006				2005				2004				2003
		(In millions)
Revenues		$	5,895			$	5,195			$	4,567			$	3,984			$	3,163
Expenses			5,477				4,971				4,417				3,876				3,077
Income before provision for income tax			418				224				150				108				86
Provision for income tax			146				79				50				35				29
Income from discontinued operations, net of income tax			272				145				100				73				57
Net investment (losses) gains, net of income tax			(115	)			5				14				39				40
Income from discontinued operations, net of income tax		$	157			$	150			$	114			$	112			$	97

 

		December 31,
		2007				2006				2005				2004				2003
		(In millions)
General account assets		$	22,020			$	19,435			$	16,617			$	14,552			$	12,622
Total assets		$	22,037			$	19,451			$	16,631			$	14,566			$	12,635
Life and health policyholder liabilities (5)			15,113				13,332				11,751				10,464				8,983
Long-term debt			528				307				401				406				399
Other			4,317				3,929				2,729				2,084				1,798
Total liabilities		$	19,958			$	17,568			$	14,881			$	12,954			$	11,180

 

 

The following table sets forth MetLife’s historical ratio of earnings to fixed charges for the:

 

 

 

 

We will not receive any of the proceeds from the remarketing. Proceeds from the remarketing attributable to the Debentures that are part of “normal” Units (i.e., Units consisting, prior to the settlement of the remarketing, of a 1/80th interest in the Debentures and a stock purchase contract), that participated in the remarketing will be used as follows:

 

 

See “Relationship of the Common Equity Units to the Remarketing.”

 

The following table sets forth MetLife’s historical and unaudited pro forma capitalization (i) at September 30, 2008, and (ii) as adjusted to give effect to this remarketing of the Debentures and the settlement of the related stock purchase contracts. The following data should be read in connection with our consolidated financial statements and notes, which are incorporated by reference.

 

 

 

 

In June 2005, we issued 82,800,000 Units in a registered offering. Each Unit initially consisted of a contract to purchase shares of MetLife, Inc.’s Common Stock in accordance with the terms of the Unit, as well as a 1/80th or 1.25% undivided beneficial interest in a Series A Trust Preferred Security and a 1/80th or 1.25% undivided beneficial ownership interest in a Series B Trust Preferred Security. In August 2008, MetLife Capital Trust II was dissolved and the underlying debt securities distributed to holders of Series A Trust Preferred Securities were remarketed. On February 5, 2009, in accordance with the terms of the Amended and Restated Declaration of Trust of MetLife Capital Trust III, dated June 21, 2005 (the “Declaration”), we dissolved the Trust and distributed 4.91% Junior Subordinated Debt Securities, Series B, due 2040 to the holders of the Series B Trust Preferred Securities. The Series B Trust Preferred Securities represented undivided beneficial ownership interest in the assets of the Trust, which consisted solely of 4.91% Junior Subordinated Debt Securities, Series B, due 2040, which are now being remarketed as the Debentures. MetLife, Inc. solicited and obtained the consent of a sufficient number of holders of Units in their capacity as beneficial owners of the Series B Trust Preferred Securities of the Trust to effect amendments to the Indenture to allow for a remarketing of the Debentures in two or more tranches. On February 6, 2009, MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. entered into the Seventh Supplemental Indenture, implementing those and certain additional amendments to the Indenture. Under the terms of the Units, MetLife, Inc. engaged the Remarketing Agents to remarket the Debentures on behalf of the holders (other than those holders who have elected not to participate in the remarketing), pursuant to the Remarketing Agreement.

 

We will not receive any of the proceeds from the remarketing. See “Use of Proceeds.” Pursuant to the Remarketing Agreement, the Remarketing Agents will retain a remarketing fee not exceeding 35 basis points (0.35%) of the total principal amount of the remarketing of the Debentures. A portion of the net proceeds of the remarketing of the Debentures comprising part of “normal” Units (i.e., Units consisting, prior to the settlement of the remarketing, of a 1/80th interest in the Debentures and a stock purchase contract) will be used to satisfy the obligation of holders of normal Units to purchase Common Stock of MetLife, Inc. under the stock purchase contract on the date of settlement of the remarketing. The remaining portion, if any, of the proceeds will be remitted for the benefit of holders of normal Units participating in the remarketing. The net proceeds attributable to the remarketing of separate Debentures, if any, that participated in the remarketing, will be remitted to the holders of separate Debentures.

 

A description of the specific terms of the Debentures of MetLife, Inc. being offered in this remarketing is set forth below. The description is qualified in its entirety by reference to the Indenture, dated as of June 21, 2005 (the “Base Indenture”), between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”), as supplemented by (i) the Second Supplemental Indenture, dated as of June 21, 2005 (the “Second Supplemental Indenture”) and (ii) the Seventh Supplemental Indenture, dated as of February 6, 2009 (the “Seventh Supplemental Indenture” and together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”) between MetLife, Inc. and the Trustee, under which the Debentures have been issued. The Indenture has been qualified as an indenture under the Trust Indenture Act. The terms of the Indenture are those provided in the Indenture and those made part of the Indenture by the Trust Indenture Act. We have filed a copy of the Indenture with the SEC under the Securities Exchange Act of 1934, as amended, and the Indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus supplement forms a part. In accordance with the terms of the Indenture, in connection with the dissolution of the Trust, we have entered into the Seventh Supplemental Indenture with the Trustee, making provision for the remarketing and reset mechanics on the basis set forth in the Declaration.

 

The following description of certain terms of the remarketed Debentures and certain provisions of the Indenture in this prospectus supplement supplements the description under “Description of Debt Securities” in the accompanying prospectus. To the extent that the following description is not consistent with that contained in the accompanying prospectus under “Description of Debt Securities” you should rely on this description. This description is only a summary of the material terms and does not purport to be complete. We urge you to read the Indenture in its entirety because it, and not this description, will define your rights as a beneficial holder of the Debentures.

 

Overview

 

The aggregate principal amount of Debentures to be remarketed pursuant to this prospectus supplement is $1,034,999,000.

 

The Debentures will mature on February 15, 2019.

 

The Debentures have been issued as a separate series of senior debt securities under the Indenture, limited to $1,067,010,000 in aggregate principal amount. In connection with the dissolution of the Trust, $32.01 million in aggregate principal amount of the Debentures held by MetLife, Inc. has been cancelled.

 

The Debentures are not subject to a sinking fund provision. The entire principal amount of the Debentures will mature and become due and payable, together with any accrued and unpaid interest thereon, on February 15, 2019.

 

Because MetLife, Inc. is principally a holding company, its right to participate in any distribution of assets of any subsidiary, upon the subsidiary’s liquidation or reorganization or otherwise (and thus the ability of the holders of Debentures to benefit indirectly from any such distribution), is subject to the prior claims of creditors of the subsidiary, except to the extent MetLife, Inc. may be recognized as a creditor of that subsidiary. Accordingly, MetLife, Inc.’s obligations under the Debentures will be effectively subordinated to all existing and future liabilities of its subsidiaries, and claimants should look only to its assets for payment thereunder. The Indenture does not limit the incurrence or issuance of other secured or unsecured debt by MetLife, Inc., including senior debt. As of September 30, 2008, MetLife, Inc. had $7.9 billion of senior debt outstanding and our subsidiaries had $7.6 billion of total debt outstanding (excluding intercompany liabilities).

 

Under specific limited circumstances, Debentures may be issued in certificated form in exchange for a global security. In the case that Debentures are issued in certificated form, these Debentures will be in minimum denominations of $1,000 or any integral multiple thereof and may be transferred or exchanged at the offices described below. Payments on Debentures issued as a global security will be made to the depositary, a successor depositary or, in the case that no depositary is used, to a paying agent for the Debentures. In the case that Debentures are issued in certificated form, principal and interest will be payable, the transfer of the Debentures will be registerable and Debentures will be exchangeable for Debentures of other denominations of a like aggregate principal amount, at the corporate trust office or agency of the Trustee in New York, New York. However, at our

option, payment of interest may be made by check mailed to the address of the entitled holder or by wire transfer to an account appropriately designated by the entitled holder.

 

The Indenture does not contain provisions that afford holders of the Debentures protection in case we are involved in a highly leveraged transaction or other similar transaction that may adversely affect those holders.

 

Interest and Maturity

 

Following the remarketing, the Debentures will bear interest from February 15, 2009 at the rate of 7.717% per year, payable semi-annually in arrears on February 15, and August 15 of each year, commencing August 15, 2009 and ending on February 15, 2019. The interest rate on the Debentures was reset by the Remarketing Agents as the rate determined to be sufficient to result in proceeds from the remarketing of the Debentures, net of the remarketing fee described under “Plan of Distribution”, of 100% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the remarketing settlement date, of the Debentures being remarketed. Interest is payable to the person in whose name each Debenture, is registered, subject to certain exceptions, at the close of business on the Business Day (as defined below) next preceding that interest payment date. If Debentures do not remain in book-entry only form, we will have the right to select record dates, which shall be more than one Business Day but less than 60 Business Days prior to the interest payment date.

 

The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in that 180-day period. In the case that any date on which interest is payable on the Debentures is not a Business Day, then payment of the interest payable on that date will be made on the next succeeding day that is a Business Day, and no interest or other payment shall be paid in respect of the delay. However, if that Business Day is in the next succeeding calendar year, then that payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on that date.

 

“Business Day” means any day other than a day on which federal or state banking institutions in the Borough of Manhattan, The City of New York, are authorized or obligated by law, executive order or regulation to close.

 

No Option to Defer Interest Payments

 

We will not have the right to defer the payment of interest on the Debentures.

 

Restrictions on Certain Payments

 

If there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time, or both, would be an event of default with respect to the Debentures of which we have actual knowledge and which we have not taken reasonable steps to cure, then we shall not:

 

 

The restrictions listed in the first bullet point above do not apply to:

 

 

 

Optional Redemption

 

The Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time, on or after February 15, 2011 (the “Redemption Date”), at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption and the “Make-Whole Redemption Amount” (as defined below).

 

As used in this section:

 

“Make-Whole Redemption Amount” means the sum, as calculated by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest thereon for the principal amount to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption), discounted from their respective scheduled payment dates to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus, in each case, accrued and unpaid interest thereon to the date of redemption.

 

For purposes of the preceding definitions:

 

 

Ranking

 

The Debentures are unsecured and rank equally in right of payment with all of our other senior unsecured debt to the extent provided in the Indenture.

 

Events of Default

 

An “event of default” when used in the Indenture with respect to the Debentures, means any of the following:

 

 

If an event of default under the Indenture occurs and continues with respect to the Debentures, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Debentures may declare the entire principal of and all accrued but unpaid interest on the outstanding Debentures to be due and payable immediately. If such declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding Debentures can, subject to certain conditions, rescind the declaration.

 

The holders of a majority in aggregate principal amount of the outstanding Debentures may, on behalf of all holders of the outstanding Debentures waive any past default with respect to the Debentures except:

 

 

The holders of a majority in principal amount of the Debentures shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under the Indenture.

 

We are required to file an officers’ certificate with the Trustee each year that states, to the knowledge of the certifying officer, whether or not any defaults exist under the terms of the Indenture.

 

Book-Entry; Delivery and Form

 

Following the remarketing the Debentures will be represented by one or more fully registered global security certificates, each of which is referred to in this prospectus supplement as a “Global Security.” Each such Global Security will be deposited with, or on behalf of, DTC and registered in the name of DTC or a nominee thereof. Initial settlement for the Debentures will be made in same day funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Debentures. Unless and until it is exchanged in whole or in part for Debentures in definitive form, no Global Security may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.

 

Except under limited circumstances, Debentures represented by the Global Security will not be exchangeable for, and will not otherwise be issuable as, Debentures in certificated form. Investors may elect to hold interests in the Global Securities through either DTC (in the United States) or through Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), if they are participants in such systems, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts

in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank N.A. will act as depositary for Euroclear.

 

Beneficial interests in the Debentures will be represented through book-entry accounts of financial institutions acting on behalf of Beneficial Owners (as defined below) as Direct and Indirect Participants (as defined below) in DTC. So long as DTC, or its nominee, is a registered owner of a Global Security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Debentures represented by such Global Security for all purposes under the Indenture. Except as provided below, the actual owners of the Debentures represented by a Global Security (the “Beneficial Owners”) will not be entitled to have the Debentures represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Debentures in definitive form and will not be considered the owners or holders thereof under the Indenture.

 

Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of DTC and, if such person is not a participant of DTC (a “Participant”), on the procedures of the Participant through which such person owns its interest, to exercise any rights of a holder of the Debentures. Under existing industry practices, in the event that any action is requested of holders of the Debentures or that an owner of a beneficial interest that a holder is entitled to give or take under the Indenture, DTC would authorize the Participants holding the relevant beneficial interests to give or take such action, and such Participants would authorize Beneficial Owners owning through such Participants to give or take such action or would otherwise act upon the instructions of Beneficial Owners.

 

The following is based on information furnished by DTC:

 

DTC will act as securities depositary for the Debentures. The Debentures will be in fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee). One or more Global Securities will initially represent the Debentures and will be deposited with DTC.

 

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its Participants deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants of DTC (“Direct Participants”) include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by The New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the Financial Industry Regulatory Authority, Inc. (FINRA). Access to DTC’s system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Participants are on file with the SEC.

 

Purchases of the Debentures under DTC’s system must be made by or through Direct Participants, which will receive a credit for the Debentures on DTC’s records. The ownership interest of each Beneficial Owner is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests the Debentures are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Debentures, except in the limited circumstances that may be provided in the Indenture, as the case may be.

 

To facilitate subsequent transfers, all Debentures deposited with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of the Debentures with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Debentures. DTC’s records reflect only the identity of the Direct Participants to whose accounts such securities are

credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

 

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

 

Neither DTC nor Cede & Co. will consent or vote with respect to the Debentures. Under its usual procedures, DTC mails an Omnibus Proxy to MetLife, Inc. as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts securities are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

 

Payments on the Debentures will be made in immediately available funds to DTC. DTC’s practice is to credit Direct Participants’ accounts on the applicable payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or MetLife, Inc., subject to any statutory or regulatory requirements as may be in effect from time to time. Any payment due to DTC on behalf of Beneficial Owners is MetLife, Inc.’s responsibility or the responsibility of the applicable agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants.

 

DTC may discontinue providing its services as securities depositary with respect to the Debentures at any time by giving MetLife, Inc. or the applicable agent reasonable notice. Under such circumstances, in the event that a successor securities depositary is not obtained, offered security certificates are required to be printed and delivered. MetLife, Inc. may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary). In that event, security certificates will be printed and delivered.

 

Clearstream advises that it is incorporated as a limited liability company under the laws of Luxembourg. Clearstream was formed in January 2000 by the merger of Cedel International and Deutsche Börse Clearing and recently fully acquired by the Deutsche Börse Group. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream Participants are limited to securities brokers and dealers and banks, and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an Indirect Participant in DTC. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V. to facilitate settlement of trades between Clearstream and Euroclear.

 

Distributions with respect to the Debentures held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by Clearstream.

 

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. The Euroclear System is owned by Euroclear plc and operated through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium (the “Euroclear Operator”), under contract with Euroclear

Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

 

The Euroclear Operator advises that it is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

 

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

 

Distributions with respect to the Debentures held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by DTC for Euroclear.

 

Global Clearance and Settlement Procedures

 

Secondary market trading between the DTC Participants will occur in the ordinary way in accordance with the DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

 

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream or Euroclear Participants, on the other, will be effected in DTC in accordance with the DTC rules on behalf of the relevant European international clearing system by DTC in its capacity as U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to DTC to take action to effect final settlement on its behalf by delivering interests in the Debentures to or receiving interests in the Debentures from DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to DTC.

 

Because of time-zone differences, credits of interests in the Debentures received in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and will be credited the Business Day following the DTC settlement date. Such credits or any transactions involving interests in such Debentures settled during such processing will be reported to the relevant Euroclear or Clearstream Participants on such Business Day. Cash received in Clearstream or Euroclear as a result of sales of interests in the Debentures by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the Business Day following settlement in DTC.

 

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the Debentures among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

 

The following is a discussion of certain United States federal income tax consequences of the purchase, ownership and disposition of Debentures to Holders (as defined below) who purchase Debentures in the remarketing at the remarketing offering price and hold the Debentures as capital assets. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the applicable U.S. Treasury regulations (including temporary and proposed U.S. Treasury regulations) issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect.

 

This discussion does not purport to be a complete analysis of all of the tax considerations that may be applicable to a decision by Holders to acquire the Debentures in the remarketing and does not address all aspects of United States federal income taxation that may be relevant to Holders in light of their particular circumstances, such as Holders who are subject to special tax treatment (for example, (1) partnerships, banks, regulated investment companies, insurance companies, dealers in securities or currencies, tax-exempt organizations, or certain former citizens or residents of the United States; (2) persons holding Debentures as part of a straddle, hedge, conversion transaction or other integrated investment, and (3) persons whose functional currency is not the U.S. dollar). In addition, the discussion does not address alternative minimum taxes, U.S. federal estate or gift tax consequences, or U.S. state, local or foreign taxes. If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds Debentures, the United States federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding Debentures should consult its tax advisor concerning the United States federal, state, local, and foreign income and other tax consequences.

 

Prospective investors are urged to consult their own tax advisors with respect to the United States federal income tax consequences of the purchase, ownership and disposition of Debentures in light of their own particular circumstances, as well as the effect of any state, local, foreign or other tax laws.

 

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of the Debentures that is, for United States federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate, the income of which is subject to United States federal income tax regardless of its source, or (4) a trust, if (a) a court within the United States is able to exercise primary supervision over its administration, and one or more United States persons (as determined for United States federal income tax purposes) have the authority to control all of its substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. For purposes of this discussion, the term “Non-U.S. holder” means a beneficial owner of the Debentures that is not a U.S. holder and U.S. holders and Non-U.S. holders shall be referred to collectively as “Holders.”

 

By purchasing the Debentures, Holders have agreed to treat the Debenture as indebtedness for United States federal income tax purposes. We expect to treat, and will report accordingly, the Debentures in the same manner.

 

The purchase price of the Debentures sold in the remarketing will include an amount of interest attributable to interest accrued for the period prior to the remarketing. We believe that the portion of the first interest payment received on the Debentures that is equal to such amount should be treated as a return of such pre-acquisition accrued interest, rather than as interest payable on the Debentures as described below. If this position is respected, as will be assumed for purposes of the remainder of this discussion, our payment of such amounts would not be treated as taxable income to you. You should consult your own tax advisor concerning the tax treatment of any pre-acquisition accrued interest on Debentures.

 

Tax Consequences to U.S. Holders

 

Interest Income.  Interest paid on the Debentures will be taxable to U.S. holders as ordinary interest income at the time it is received or accrued, depending upon the method of tax accounting applicable to such U.S. holder.

Sale, Exchange or Other Taxable Disposition of the Debentures.  U.S. holders of the Debentures will generally recognize capital gain or loss upon the sale or other taxable disposition of such indebtedness (except to the extent such amount is attributable to accrued interest, which will be taxable as ordinary interest income to the extent such interest has not been previously included in income). The gain or loss recognized by a U.S. holder will be equal to the difference between the proceeds received in exchange for such U.S. holder’s Debentures and such U.S. holder’s adjusted United States federal income tax basis in such Debentures. A U.S. holder’s adjusted tax basis in the Debentures acquired in the remarketing will equal the amount that such U.S. holder paid for the Debentures (excluding amounts attributable to pre-acquisition accrued interest). The gain or loss recognized on the sale or other taxable disposition of the Debentures will be long-term capital gain or loss if such debentures were held for more than one year immediately prior to such disposition. Subject to certain exceptions, long-term capital gains of individuals are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

 

Tax Consequences to Non-U.S. holders

 

Interest Income.  Generally, payments of interest on the Debentures to a Non-U.S. holder will be considered “portfolio interest” and will not be subject to United States federal income or withholding tax, provided that:

 

 

If a Non-U.S. holder cannot satisfy the requirements described above, payments of interest will be subject to a 30% United States federal income withholding tax unless a tax treaty applies or the interest payments are effectively connected with the Non-U.S. holder’s conduct of a U.S. trade or business. If a tax treaty applies to a Non-U.S. holder under these circumstances, such holder may be eligible for a reduced rate of withholding. In order to claim any exemption from or reduction in the 30% withholding tax under an applicable treaty, such holder will need to provide a properly executed IRS Form W-8BEN (or suitable substitute form) claiming a reduction of or an exemption from withholding under an applicable tax treaty.

 

Interest payments made on the Debentures that are effectively connected with the Non-U.S. holder’s conduct of a U.S. trade or business (and where a tax treaty applies, are attributable to a U.S. permanent establishment of the Non-U.S. holder) are not subject to the 30% United States federal income withholding tax, so long as such Non-U.S. holder provides a valid IRS Form W-8ECI (or an acceptable substitute form) certifying, under penalties of perjury, that the holder is a non-U.S. person and the interest is effectively connected with the holder’s conduct of a U.S. trade or business and is includable in the holder’s gross income. Instead, such Non-U.S. holder will be subject to United States federal income tax on such payment on a net income basis in the same manner as if such holder were a U.S. holder. In addition, in certain circumstances, if such Non-U.S. holder is a foreign corporation, such holder may be subject to a 30% (or, if a tax treaty applies, such lower rate as may be provided) branch profits tax on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

 

Sale, Exchange or Other Taxable Disposition of the Debentures.  Any gain realized on the sale or other disposition of the Debentures by a Non-U.S. holder will generally not be subject to United States federal income tax unless

 

If the first bullet point above applies, the Non-U.S. Holder will generally be taxed on its net gain derived from the sale or other disposition of the Debentures at the regular graduated rates and in the manner applicable to U.S. holders and, if the Non-U.S. holder is a foreign corporation, a 30% branch profits tax may also apply (or, if a tax treaty applies, such lower rate as may be provided thereunder).

 

If the second bullet point above applies, the Non-U.S. Holder will be subject to a 30% tax on gain derived from the sale or disposition of the Debentures.

 

Backup Withholding and Information Reporting

 

Unless a U.S. holder is an exempt recipient, such as a corporation, payments made with respect to the Debentures may be subject to information reporting and may also be subject to United States federal backup withholding at the applicable rate if a holder of the Debentures fails to comply with applicable United States information reporting and certification requirements. Non-U.S. holders may be required to comply with certain certification procedures to establish that the holder is not a U.S. person in order to avoid information reporting and backup withholding tax.

 

Backup withholding is not an additional tax. Any amounts so withheld under the backup withholding rules may be allowed as a credit against a Holder’s United States federal income tax liability provided such Holder furnishes the required information to the IRS.

 

THE PRECEDING DISCUSSION OF CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT BEING PROVIDED AS, OR INTENDED TO CONSTITUTE, TAX ADVICE. ACCORDINGLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF PURCHASING, HOLDING OR DISPOSING OF THE DEBENTURES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, AND OF ANY CHANGES OR PROPOSED CHANGES IN APPLICABLE LAW.

 

The remarketing is being conducted pursuant to the Remarketing Agreement. Under the Remarketing Agreement, the Remarketing Agents have agreed to use their commercially reasonable efforts to remarket the Debentures at a price which results in proceeds, net of the remarketing fees described below, of at least 100% of the aggregate principal amount of the Debentures being remarketed, plus accrued and unpaid interest, if any, to the remarketing settlement date.

 

The Remarketing Agents will use a portion of the net proceeds of the remarketing of Debentures comprising a part of “normal” units (i.e., Units consisting, prior to the settlement of the remarketing, of a 1/80th interest in the Debentures and a stock purchase contract):

 

 

The Remarketing Agents will retain a total remarketing fee not exceeding 35 basis points (0.35%) of the total principal of the sale of the Debentures. Neither we nor the holders of Debentures participating in this remarketing will otherwise be responsible for any remarketing fee or commission in connection with this remarketing.

 

We have been advised by the Remarketing Agents that they propose initially to remarket the Debentures to investors at the price to the public set forth on the cover page of this prospectus supplement.

 

The Debentures have no established trading market. The Remarketing Agents have advised us that they intend to make a market for the Debentures, but they have no obligation to do so and may discontinue market making at any time without providing any notice. No assurance can be given as to the liquidity of any trading market for the Debentures.

 

To facilitate the remarketing of the Debentures, the Remarketing Agents may engage in transactions that stabilize, maintain or otherwise affect the price of the Debentures. These transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Debentures. In general, purchases of a security for the purpose of stabilization could cause the price of the security to be higher than it might be in the absence of these purchases. We and the Remarketing Agents make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the debentures. In addition, we and the Remarketing Agents make no representation that the Remarketing Agents will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

 

We have agreed to indemnify the Remarketing Agents against, or to contribute to payments that the Remarketing Agents may be required to make in respect of, certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

Each of the Remarketing Agents has in the past provided, and may in the future provide, investment banking and underwriting services to us and our affiliates for which it has received, or will receive, customary compensation.

 

Standard Chartered Bank is not a U.S. registered broker-dealer and, therefore, does not intend to effect any sales of the Debentures in the United States.

 

The Debentures are offered for sale in those jurisdictions in the United States, Asia, Europe and elsewhere where it is lawful to make such offers. No action has been taken, or will be taken, which would permit a public offering of the Debentures in any jurisdiction outside the United States.

Each of the Remarketing Agents has severally represented and agreed that it has not offered, sold or delivered and it will not offer, sell or deliver or indirectly, any of the Debentures, in or from any jurisdiction except under circumstances that are reasonably designed to result in compliance with the applicable laws and regulations thereof.

 

United States of America

 

The Debentures may not be acquired or held by any person who is an employee benefit plan or other plan or arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, or who is acting on behalf of or investing the assets of any such plan or arrangement, unless the acquisition and holding of the Debentures by such person will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

 

European Economic Area

 

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “relevant member state”), each Remarketing Agent represents that it has not made and will not make an offer of the Debentures to the public in that relevant member state, except that it may make an offer of the Debentures to the public in that relevant member state at any time under the following exemptions under the Prospectus Directive (as defined below), if they have been implemented in that relevant member state: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the joint book-running managers for any such offer; or (iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Debentures shall result in a requirement for the publication by us or any Remarketing Agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this section, the expression an “offer of the Debentures to the public” in relation to any Debentures in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Debentures to be offered so as to enable an investor to decide to purchase or subscribe to purchase the Debentures, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and references to the “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

 

United Kingdom

 

Each Remarketing Agent represents that, in connection with the distribution of the Debentures, it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, or the FSMA, of the United Kingdom) received by it in connection with the issue or sale of such Debentures or any investments representing the Debentures in circumstances in which section 21(1) of the FSMA does not apply to us and that it has complied and will comply with all the applicable provisions of the FSMA with respect to anything done by it in relation to any Debentures in, from or otherwise involving the United Kingdom.

 

Hong Kong

 

The Debentures may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Debentures may be issued or may be in the possession of any person for

the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Debentures which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

Japan

 

The Debentures have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Securities and Exchange Law) and each Remarketing Agent has agreed that it will not offer or sell any Debentures, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

 

Singapore

 

This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Debentures may not be circulated or distributed, nor may the Debentures be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

 

Where the Debentures are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Debentures under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

 

Unless otherwise indicated in this prospectus supplement, the validity of the Debentures remarketed hereby will be passed upon for MetLife, Inc. by Matthew M. Ricciardi, Chief Counsel, Public Company and Corporate Law Section, of MetLife Group, Inc., an affiliate of MetLife, Inc. and by Dewey & LeBoeuf LLP. Mr. Ricciardi is paid a salary by MetLife, is a participant in various employee benefit plans offered by MetLife to employees generally, holds MetLife, Inc. common stock and has options to purchase shares of MetLife, Inc. common stock. Dewey & LeBoeuf LLP maintains various group and other insurance policies with Metropolitan Life Insurance Company. Dewey & LeBoeuf LLP has, from time to time, represented, currently represents, and may continue to represent, some or all of the Remarketing Agents in connection with various legal matters. Skadden, Arps, Slate, Meagher & Flom LLP will pass upon certain legal matters for the Remarketing Agents. Skadden, Arps, Slate, Meagher & Flom LLP has, from time to time, represented, currently represents, and may continue to represent, MetLife, Inc. and its affiliates in connection with various legal matters. Skadden, Arps, Slate, Meagher & Flom LLP maintains a group life insurance policy and short- and long-term disability insurance policies with Metropolitan Life Insurance Company.

 

The consolidated financial statements and financial statement schedules, incorporated by reference in this prospectus supplement from MetLife, Inc. and subsidiaries’ Current Report on Form 8-K dated November 14, 2008, and the effectiveness of MetLife, Inc. and subsidiaries’ internal control over financial reporting for the year ended December 31, 2007, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which (1) express an unqualified opinion on the consolidated financial statements and financial statement schedules and include an explanatory paragraph regarding changes in MetLife, Inc.’s method of accounting for deferred acquisition costs and for income taxes as required by accounting guidance adopted on January 1, 2007, and its method of accounting for defined benefit pension and other postretirement plans as required by accounting guidance adopted on December 31, 2006, and (2) express an unqualified opinion on MetLife and subsidiaries’ effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

PROSPECTUS

 

METLIFE, INC.

 

DEBT SECURITIES, PREFERRED STOCK, DEPOSITARY SHARES,

COMMON STOCK, WARRANTS, PURCHASE CONTRACTS AND UNITS

 

METLIFE CAPITAL TRUST V

METLIFE CAPITAL TRUST VI

METLIFE CAPITAL TRUST VII

METLIFE CAPITAL TRUST VIII

METLIFE CAPITAL TRUST IX

 

TRUST PREFERRED SECURITIES

Fully and Unconditionally Guaranteed by MetLife, Inc.,

As Described in this Prospectus and the Accompanying Prospectus Supplement

 

MetLife, Inc., or any of the trusts named above, may offer these securities, or any combination thereof, from time to time in amounts, at prices and on other terms to be determined at the time of the offering. MetLife, Inc., or any of the trusts named above, will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

 

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

 

MetLife, Inc., or any of the trusts named above, may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, through agents, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

 

MetLife, Inc.’s common stock is listed on the New York Stock Exchange under the trading symbol “MET”. Unless otherwise stated in this prospectus or an accompanying prospectus supplement, none of these securities will be listed on a securities exchange, other than MetLife, Inc.’s common stock.

 

MetLife, Inc., or any of the trusts named above, or any of their respective affiliates may use this prospectus and the applicable prospectus supplement in a remarketing or other resale transaction involving the securities after their initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices, as determined from time to time.

 

Investing in our securities or the securities of the trusts involves risk. See “Risk Factors” on page 1 of this prospectus.

 

None of the Securities and Exchange Commission, any state securities commission, the New York Superintendent of Insurance or any other regulatory body has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. They have not made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is November 6, 2007

 

TABLE OF CONTENTS

 

 

Unless otherwise stated or the context otherwise requires, references in this prospectus to “MetLife,” “we,” “our,” or “us” refer to MetLife, Inc., and its direct and indirect subsidiaries, while references to “MetLife, Inc.” refer only to MetLife, Inc. on an unconsolidated basis. References in this prospectus to the “trusts” refer to MetLife Capital Trust V, MetLife Capital Trust VI, MetLife Capital Trust VII, MetLife Capital Trust VIII and MetLife Capital Trust IX.

 

This prospectus is part of a registration statement that MetLife, Inc. and the trusts filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf process, MetLife, Inc. may, from time to time, sell any combination of debt securities, preferred stock, depositary shares, common stock, warrants, purchase contracts and units and the trusts may, from time to time, sell trust preferred securities guaranteed by MetLife, Inc., as described in this prospectus, in one or more offerings in one or more foreign currencies, foreign currency units or composite currencies. This prospectus provides you with a general description of the securities MetLife, Inc. and the trusts may offer. Each time that securities are sold, a prospectus supplement that will contain specific information about the terms of that offering will be provided. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

 

You should rely on the information contained or incorporated by reference in this prospectus. Neither MetLife, Inc. nor the trusts have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither MetLife, Inc. nor the trusts are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

 

You should assume that the information in this prospectus is accurate as of the date of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Investing in MetLife, Inc. securities or the securities of the trusts involve risks. You should carefully consider the risks described in our filings with the SEC referred to under the heading “Where You Can Find More Information,” referenced in “Special Note Regarding Forward-Looking Statements” below, as well as those included in any prospectus supplement hereto. For example, MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 contains a discussion of significant risks under the heading “Risk Factors” which could be relevant to your investment in the securities. Subsequent filings with the SEC may contain amended and updated discussions of significant risks.

 

This prospectus and the accompanying prospectus supplement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

 

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining MetLife’s actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and there are no guarantees about the performance of any securities offered by

this prospectus. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties and other factors that might cause such differences include the risks, uncertainties and other factors identified in our filings with the SEC referred to under the heading “Where You Can Find More Information,” including those identified under “Risk Factors” above. These factors include:

 

 

Neither MetLife, Inc. nor the trusts undertake any obligation to publicly correct or update any forward-looking statement if any of MetLife, Inc. or the trusts later become aware that it is not likely to be achieved. You are advised, however, to consult any further disclosures MetLife, Inc. or the trusts make on related subjects in reports to the SEC.

 

 

MetLife, Inc. files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information, including the registration statement of which this prospectus is a part, can be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at

1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including MetLife, Inc. MetLife, Inc.’s common stock is listed and traded on the New York Stock Exchange under the symbol “MET”. These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

 

The SEC allows “incorporation by reference” into this prospectus of information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus, and any information filed with the SEC subsequent to the date of this prospectus will automatically be deemed to update and supersede this information. Information furnished under Item 2.02 and Item 7.01 of MetLife, Inc.’s Current Reports on Form 8-K is not incorporated by reference in this registration statement and prospectus. MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC:

 

 

MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until MetLife, Inc. and the trusts file a post-effective amendment which indicates the termination of the offering of the securities made by this prospectus. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

 

MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus, other than exhibits to those documents, unless those exhibits are specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, MetLife, Inc., 1 MetLife Plaza, Long Island City, New York 11101 by electronic mail (metir@metlife.com) or by telephone (212-578-2211). You may also obtain some of the documents incorporated by reference into this document at MetLife’s website, www.metlife.com. You should be aware that all other information contained on MetLife’s website is not a part of this document.

 

We are a leading provider of insurance and other financial services with operations throughout the United States and the regions of Latin America, Europe and Asia Pacific. Through our domestic and international subsidiaries and affiliates, we offer life insurance, annuities, automobile and homeowners insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance, and retirement & savings products and services to corporations and other institutions.

 

We are one of the largest insurance and financial services companies in the Unites States. Our franchises and brand names uniquely position us to be the preeminent provider of protection and savings and investment products in the Unites States. In addition, our international operations are focused on markets where the demand for insurance and savings and investment products is expected to grow rapidly in the future.

 

As a holding company, the primary source of MetLife, Inc.’s liquidity is dividends it receives from its insurance subsidiaries. MetLife, Inc.’s insurance subsidiaries are subject to regulatory restrictions on the payment of dividends

imposed by the regulators of their respective domiciles. The dividend limitation for U.S. insurance subsidiaries is based on the surplus to policyholders as of the immediately preceding calendar year and statutory net gain from operations of the immediately preceding calendar year. Statutory accounting practices, as prescribed by insurance regulators of various states in which we conduct business, differ in certain respects from accounting principles used in financial statements prepared in conformity with GAAP. The significant differences related to the treatment of DAC, certain deferred income tax, required investment reserves, reserve calculation assumptions, goodwill and surplus notes.

 

MetLife, Inc. is incorporated under the laws of the State of Delaware. MetLife, Inc.’s principal executive offices are located at 200 Park Avenue, New York, New York 10166-0188, and its telephone number is 212-578-2211.

 

MetLife Capital Trust V, MetLife Capital Trust VI, MetLife Capital Trust VII, MetLife Capital Trust VIII and MetLife Capital Trust IX are statutory trusts formed on October 31, 2007 under Delaware law pursuant to declarations of trust between the trustees named therein and MetLife, Inc. and the filing of certificates of trust with the Secretary of State of the State of Delaware. MetLife, Inc., as sponsor of the trusts, and the trustees named in the declarations of trust will amend and restate the declarations of trust in their entirety substantially in the forms which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, as of or prior to the date the trusts issue any trust preferred securities. The declarations of trust will be qualified as indentures under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

 

The trusts exist for the exclusive purposes of:

 

 

The payment of periodic cash distributions on the trust preferred securities and payments on liquidation and redemption with respect to the trust preferred securities, in each case to the extent the trusts have funds legally and immediately available, will be guaranteed by MetLife, Inc. to the extent set forth under “Description of Guarantees.”

 

MetLife, Inc. will own, directly or indirectly, all of the common securities of the trusts. The common securities will represent an aggregate liquidation amount equal to at least 3% of each trust’s total capitalization. The preferred securities of each trust will represent the remaining 97% of each trust’s total capitalization. The common securities will have terms substantially identical to, and will rank equal in priority of payment with, the preferred securities. However, if MetLife, Inc. defaults on the related series of debt securities, then cash distributions and liquidation, redemption and other amounts payable on the common securities will be subordinate to the trust preferred securities in priority of payment.

 

The trusts each have a term of approximately 55 years, but may dissolve earlier as provided in their respective declarations of trust. The trusts’ activities will be conducted by the trustees appointed by MetLife, Inc., as the direct or indirect holder of all of the common securities. The holder of the common securities of each trust will be entitled to appoint, remove or replace any of, or increase or reduce the number of, the trustees of the trust. However, the number of trustees shall be at least three, at least one of which shall be an administrative trustee. The duties and obligations of the trustees will be governed by the declaration of trust for each trust. A majority of the trustees of each trust will be persons who are employees or officers of or affiliated with MetLife, Inc. One trustee of each trust will be a financial institution which will be unaffiliated with MetLife, Inc. and which will act as property trustee and as indenture trustee for purposes of the Trust Indenture Act, pursuant to the terms set forth in a prospectus supplement. In addition, unless the property trustee maintains a principal place of business in the State of Delaware,

and otherwise meets the requirements of applicable law, one trustee of each trust will have its principal place of business or reside in the State of Delaware.

 

The property trustee will hold title to the debt securities for the benefit of the holders of the trust securities and the property trustee will have the power to exercise all rights, powers and privileges under the indenture as the holder of the debt securities. In addition, the property trustee will maintain exclusive control of a segregated non-interest bearing bank account to hold all payments made in respect of the debt securities for the benefit of the holders of the trust securities. The property trustee will make payments of distributions and payments on liquidation, redemption and otherwise to the holders of the trust securities out of funds from this property account.

 

The rights of the holders of the trust preferred securities, including economic rights, rights to information and voting rights, are provided in the declarations of trust of MetLife Capital Trust V, MetLife Capital Trust VI, MetLife Capital Trust VII, MetLife Capital Trust VIII and MetLife Capital Trust IX, including any amendments thereto, the trust preferred securities, the Delaware Statutory Trust Act and the Trust Indenture Act.

 

MetLife, Inc. will pay all fees and expenses related to the trusts and the offering of trust preferred securities. The principal offices of each trust is: The Bank of New York (Delaware), 100 White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration. The telephone number of each trust is: 302-283-8905.

 

Please read the prospectus supplement relating to the trust preferred securities for further information concerning the trusts and the trust preferred securities.

 

We may use the proceeds of securities sold or re-sold under this registration statement for, among other things, general corporate purposes. The prospectus supplement for each offering of securities will specify the intended use of the proceeds of that offering. Unless otherwise indicated in an accompanying prospectus supplement, the trusts will use all of the proceeds they receive from the sale of trust preferred securities to purchase debt securities issued by MetLife, Inc.

 

The following table sets forth our historical ratio of earnings to fixed charges⁽¹⁾ for the periods indicated: