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

PRELIMINARY PROSPECTUS SUPPLEMENT, DATED AUGUST 11, 2008.

SUBJECT TO COMPLETION

Prospectus Supplement

(To Prospectus Dated November 6, 2007)

$          

MetLife, Inc.

     % Senior Debt Securities, Series A, Due 2018

 

 

This prospectus supplement relates to the remarketing of $      million aggregate principal amount of     % Senior Debt Securities, Series A, due 2018 (the “Series A Debentures”), of MetLife, Inc. We issued the Series A Debentures originally as 4.82% Junior Subordinated Debt Securities, Series A, due 2039, to MetLife Capital Trust II, 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 the Trust (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 MetLife Capital Trust III. In accordance with the Declaration (as defined below) we have dissolved the Trust and distributed Series A Debentures to the holders of the Series A Trust Preferred Securities. The Series A 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.

 

Interest on the Series A Debentures will accrue at     % per annum from August 15, 2008. We will pay interest on the Series A Debentures in cash semi-annually on February 15 and August 15 of each year. The first such interest payment on the Series A Debentures will be made on February 15, 2009.

 

The stated maturity of the Series A Debentures will be August 15, 2018. The Series A Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time, on or after August 15, 2010, 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 Series A Debentures are being remarketed through Banc of America Securities LLC, 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 July 11, 2008 (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 Series A 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 Series A 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 August   , 2008.

 

See “Risk Factors” beginning on page S-9 of this prospectus supplement to read about important factors you should consider before buying the Series A 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.

 

 

 

Remarketing Agents

 

The date of this prospectus supplement is August   , 2008

 

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 Series A 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 Series A 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 Series A Debentures. This prospectus supplement contains the terms of this remarketing of Series A 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.

 

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, including statements relating to trends in the operations and financial results and the business and the products of MetLife, Inc. and its subsidiaries, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on MetLife. Such forward-looking statements are not guarantees of future performance.

 

Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties, including, but not limited to, the following: (i) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect MetLife’s ability to raise capital and its generation of fee income and market-related revenues; (ii) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors and for personnel; (iii) investment losses and defaults, and changes to investment valuations; (iv) unanticipated changes in industry trends; (v) catastrophe losses; (vi) ineffectiveness of risk management policies and procedures; (vii) changes in accounting standards, practices and/or policies; (viii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (ix) 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; (x) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xi) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xii) downgrades in MetLife, Inc.’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xiii) regulatory, legislative or tax changes that may affect the cost of, or demand for MetLife’s products or services; (xiv) 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; (xv) deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company; (xvi) economic, political, currency and other risks relating to MetLife’s international operations; (xvii) the effects of business disruption or economic contraction due to terrorism or other hostilities; (xviii) MetLife’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; and (xix) other risks and uncertainties described from time to time in MetLife’s filings with the Securities and Exchange Commission (“SEC”).

 

MetLife specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

SUMMARY

	•	Institutional (41% of 2007 revenues).  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.

	•	Group insurance products and services include group life insurance, non-medical health insurance products such as accidental death and dismemberment, long-term care, short- and long-term disability, individual disability income, critical illness and dental insurance, and related administrative services. MetLife offers group insurance products as employer-paid benefits or as voluntary benefits where all or a portion of the premiums are paid by the employee. MetLife has built a leading position in the U.S. group insurance market through long-standing relationships with many of the largest corporate employers in the United States. MetLife distributes its group insurance products and services through a sales force that is segmented by the size of the customer consisting, as of December 31, 2007, of 398 marketing representatives. Voluntary products are sold through the same sales channels, as well as by specialists for these products.
	•	Institutional’s retirement & savings products and services include an array of annuity and investment products, as well as guaranteed interest products and other stable value products, accumulation and income annuities, and separate account contracts for the investment of defined benefit and defined contribution plan assets. MetLife distributes retirement & savings products and services through dedicated sales teams and relationship managers located in 15 offices around the country. In addition, the retirement & savings organization works with the distribution channels in the Individual segment and in the group insurance area, which enable us to better reach and service customers, brokers, consultants and other intermediaries.

	•	Individual (29% of 2007 revenues).  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, as well as disability insurance, long-term care insurance products, investment products such as mutual funds and other products offered by MetLife’s other businesses.
		Individual segment products are distributed nationwide through the agency distribution group, which is comprised of two distribution channels, and the independent distribution group, which is comprised of three distribution wholesaler organizations.
	•	The agency distribution group is comprised of two distribution channels, the MetLife Distribution Channel and the New England Financial Distribution Channel. The MetLife Distribution Channel, which focuses on the large middle-income and affluent markets, including multi-cultural markets, had 6,243 agents under contract in 98 agencies at December 31, 2007. The New England Financial Distribution Channel, which targets high net worth individuals, owners of small businesses and executives of small- to medium-sized companies, included 46 general agencies providing support to 2,155 agents and a network of independent brokers throughout the United States at December 31, 2007.
	•	The independent distribution group is comprised of three wholesaler organizations, including the coverage and point of sale models for risk-based products, and the annuity wholesale model for accumulation-based products. Both the coverage and point of sale model wholesalers distribute universal life, variable universal life, traditional life, long-term care and disability income products. The annuity model wholesalers distribute both fixed and variable deferred annuities, as well as income annuities. As of December 31, 2007, there were 16 coverage model wholesalers, 38 regional point of sale model wholesalers and 127 regional annuity model wholesalers.

	•	Auto & Home (6% of 2007 revenues).  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 the agency distribution group, independent agents, property and casualty specialists and direct response marketing.
	•	International (10% of 2007 revenues).  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. In Latin America, MetLife operates in Mexico, Chile and Argentina (which together represented 88% of its total 2007 Latin America premiums and fees), as well as Brazil and Uruguay. In Europe, MetLife operates in the United Kingdom (which represented 56% of its total 2007 Europe premiums and fees), as well as Belgium, Poland, Ireland and India, whose results are included in Europe. In the Asia Pacific region MetLife operates in South Korea and Taiwan (which together represented 78% of its total 2007 Asia Pacific premiums and fees), as well as Australia, Japan, Hong Kong and China.
	•	Reinsurance (11% of 2007 revenues).  The Reinsurance segment is comprised of the life reinsurance business of Reinsurance Group of America, Incorporated (“RGA”), a publicly traded company (New York Stock Exchange: RGA). MetLife owned approximately 52% of RGA’s outstanding common shares at December 31, 2007. In June 2008, MetLife, Inc. and RGA entered into an agreement to execute a tax-free split-off transaction whereby shareholders of MetLife, Inc. will be offered the ability to exchange their MetLife, Inc. shares for shares in RGA based upon an exchange ratio determined at the time of the exchange offer. The transaction has the effect of MetLife, Inc.’s exchanging substantially all of its 52% ownership in RGA for shares of its own stock. The transaction is subject to RGA’s shareholders approving a recapitalization, state insurance regulatory approval as well as acceptance of the offer by a sufficient number of MetLife, Inc. shareholders. The aggregate market value of MetLife’s investment in RGA common stock, based on the RGA common stock closing prices on June 30, 2008 and August 8, 2008 of $43.52 and $46.57 per share, respectively, was approximately $1.4 billion and 1.5 billion, respectively. Every $1.00 decrease in RGA’s per share market value would decrease the aggregate market value of MetLife’s investment in RGA by approximately $32.2 million. The net book value of MetLife’s investment in RGA at June 30, 2008 was approximately $1.9 billion.

Issuer		MetLife, Inc.
Securities Remarketed		$        million aggregate principal amount of    % Senior Debt Securities, Series A, due 2018 (the “Series A Debentures”).
Maturity Date		August 15, 2018.
Interest Rate		Interest on the Series A Debentures will accrue at    % per annum from August 15, 2008. The Series A Debentures will pay interest in cash.
Interest Payment Dates		February 15 and August 15 of each year. February 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 Series A Debentures originally as 4.82% Junior Subordinated Debt Securities, Series A, due 2039 to MetLife Capital Trust II (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.
		We have dissolved the Trust and distributed Series A Debentures to the holders of the Series A Trust Preferred Securities.
		Under the terms of the Units, we were obligated to engage one or more nationally recognized investment banks to remarket the Series A 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:
		Banc of America Securities LLC and Barclays Capital Inc.
Redemption		The Series A Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time on or after August 15, 2010 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 Series A Debentures — Redemption.”
Anticipated Ratings		Standard & Poor’s:                         A
		Moody’s:                                         A2
		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 Series A 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 Series A 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 Series A Debentures.
Use of Proceeds		We will not receive any of the proceeds from the remarketing. Proceeds from the remarketing attributable to the Series A 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 Series A Debentures, a 1/80th interest in the Series B Trust Preferred Securities 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     % of the total principal attributable to the Series A Debentures that are part of normal Units that participated in the remarketing;
		•  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; and
		•  any remaining portion, if any, of the proceeds will be remitted for the benefit of holders of normal Units participating in the remarketing.
		Proceeds from the remarketing attributable to “separate” Series A Debentures (i.e., Series A Debentures not comprising part of normal Units), if any, that participated in the remarketing will be used as follows:
		•  to pay the Remarketing Agents a remarketing fee not exceeding     % of the total principal attributable to separate Series A Debentures that participated in the remarketing; and
		•  to pay the holders of separate Series A Debentures that participated in the remarketing a portion of the proceeds attributable to the separate Series A Debentures.
		See “Relationship of the Common Equity Units to the Remarketing.”
Clearance and Settlement		The Series A Debentures will be cleared through DTC, Clearstream, Luxembourg and the Euroclear System.
Listing		The Series A 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.

 

Investment in the Series A 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 Annual Report on Form 10-K for the year ended December 31, 2007 (the “MetLife Form 10-K”), 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 2007 MetLife Form 10-K. Therefore, you should review the information included in the Risk Factors set forth in the 2007 MetLife Form 10-K 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 Quarterly Report on Form 10-Q for the period ended June 30, 2008.

 

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 Series A 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 Series A Debentures”). If we incur additional debt or liabilities, our ability to pay our obligations on the Series A 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 Series A 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 Series A Debentures Would Have Any Claims to Those Assets.

 

We are a holding company and conduct substantially all of our operations through subsidiaries. However, the Series A Debentures are obligations exclusively of MetLife, Inc. and are not guaranteed by any of our subsidiaries. As a result, the Series A 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 Series A Debentures would have any claims to those assets. As of June 30, 2008, our subsidiaries had outstanding $508.4 billion of total liabilities, including $8.3 billion of total debt (excluding, in each case, intercompany liabilities).

 

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

 

The Series A Debentures have no established trading market. We cannot assure you that an active after-market for the Series A Debentures will develop or be sustained or that holders of the Series A Debentures will be able to sell their Series A Debentures at favorable prices or at all. Although the Remarketing Agents have indicated to us that they intend to make a market in the Series A 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 Series A Debentures. The Series A

Debentures are not listed and we do not plan to apply to list the Series A Debentures on any securities exchange or to include them in any automated dealer quotation system.

 

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

 

The price for the Series A 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 Series A 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 rating for us based on their overall view of our industry. A negative change in our rating could have an adverse effect on the price of the Series A 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 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 six months ended June 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 six months ended June 30, 2008 incorporated by reference into this document. This selected financial data should be read in conjunction with and is qualified by reference to those financial statements and the related notes. Some previously reported amounts have been reclassified to conform with the presentation at and for the six months ended June 30, 2008.

 

 

 

 

 

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:

 

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, SSRM and MetLife Australia have been reclassified into discontinued operations for all years presented. The following tables present these discontinued operations:

 

 

 

 

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 Series A 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 Series A Debentures, a 1/80th interest in the Series B Trust Preferred Securities and a stock purchase contract), that participated in the remarketing will be used as follows:

 

 

Proceeds from the remarketing attributable to “separate” Series A Debentures (i.e., Series A Debentures not comprising part of normal Units), if any, 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 at June 30, 2008, (i) on an actual basis and (ii) as adjusted to give effect to the remarketing and the settlement of the related stock purchase contracts:

 

 

 

 

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 Series B Trust Preferred Security. The Series A Trust Preferred Securities represented undivided beneficial ownership interest in the assets of the Trust, which consisted solely of 4.82% Junior Subordinated Debt Securities, Series A, due 2039, which are now being remarketed as the Series A Debentures. In accordance with the terms of the Amended and Restated Declaration of Trust of MetLife Capital Trust II, dated June 21, 2005 (the “Declaration”), we have dissolved the Trust and distributed Series A Debentures to the holders of the Series A Trust Preferred Securities in exchange for Series A Trust Preferred Securities.

 

Under the terms of the Units, MetLife, Inc. has engaged the Remarketing Agents to remarket the Series A 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     basis points (     %) of the total principal of the remarketing. A portion of the net proceeds of the remarketing of the Series A Debentures comprising part of “normal” Units (i.e., Units consisting, prior to the settlement of the remarketing, of a 1/80th interest in the Series A Debentures, a 1/80th interest in the Series B Trust Preferred Securities, 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 Series A Debentures, if any, that participated in the remarketing, will be remitted to the holders of separate Series A Debentures.

 

A description of the specific terms of the Series A 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 First Supplemental Indenture, dated as of June 21, 2005 (the “First Supplemental Indenture”) and (ii) the Sixth Supplemental Indenture, dated as of August 7, 2008 (the “Sixth Supplemental Indenture” and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”) between MetLife, Inc. and the Trustee, under which the Series A 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 Sixth 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 Series A 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 Series A Debentures.

 

Overview

 

The aggregate principal amount of Series A Debentures to be remarketed pursuant to this prospectus supplement is $      million.

 

The Series A Debentures will mature on August 15, 2018.

 

The Series A 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 Series A Debentures held by MetLife, Inc. has been cancelled.

 

The Series A Debentures are not subject to a sinking fund provision. The entire principal amount of the Series A Debentures will mature and become due and payable, together with any accrued and unpaid interest thereon on August 15, 2018.

 

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 Series A 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 Series A 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 June 30, 2008, MetLife, Inc. had $7.0 billion of senior debt outstanding and our subsidiaries had $8.3 billion of total debt outstanding (excluding intercompany liabilities).

 

Under specific limited circumstances, Series A Debentures may be issued in certificated form in exchange for a global security. In the case that Series A Debentures are issued in certificated form, these Series A 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 Series A 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 Series A Debentures. In the

case that Series A Debentures are issued in certificated form, principal and interest will be payable, the transfer of the Series A Debentures will be registerable and Series A Debentures will be exchangeable for Series A 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 Series A 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 Series A Debentures will bear interest from August 15, 2008 at the rate of  % per year, payable semi-annually in arrears on February 15, and August 15 of each year, commencing February 15, 2009 and ending on August 15, 2018. The interest rate on the Series A Debentures was reset by the Remarketing Agents as the rate determined to be sufficient to result in proceeds from the remarketing of the Series A 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 Series A Debentures being remarketed. Interest is payable to the person in whose name each Series A 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 Series A 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 Series A 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. However, no interest or other payment shall be paid in respect of the delay but 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 Date

 

We will not have the right to defer the payment of interest on the Series A 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 Series A 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 Series A Debentures will be redeemable at MetLife, Inc.’s option in whole or in part, at any time, on or after August 15, 2010, 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      basis points plus, in each case, accrued and unpaid interest thereon to the date of redemption.

 

For purposes of the preceding definitions:

 

 

 

Ranking

 

The Series A 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 Series A Debentures, means any of the following:

 

 

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

 

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

 

 

The holders of a majority in principal amount of the Series A 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 Series A 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 Series A 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 Series A Debentures. Unless and until it is exchanged in whole or in part for Series A 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, Series A Debentures represented by the Global Security will not be exchangeable for, and will not otherwise be issuable as, Series A 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 Series A 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 Series A Debentures represented by such Global Security for all purposes under the Indenture. Except as provided below, the actual owners of the Series A Debentures represented by a Global Security (the “Beneficial Owners”) will not be entitled to have the Series A Debentures represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Series A 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 Series A Debentures. Under existing industry practices, in the event that any action is requested of holders of the Series A 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 Series A Debentures. The Series A 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 Series A 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 Series A Debentures under DTC’s system must be made by or through Direct Participants, which will receive a credit for the Series A 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 in the Series A 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 Series A Debentures, except in the limited circumstances that may be provided in the Indenture, as the case may be.

 

To facilitate subsequent transfers, all Series A Debentures deposited with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of the Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A Debentures to or receiving interests in the Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A Debentures to Holders (as defined below) who purchase Series A Debentures in the remarketing at the remarketing offering price and hold the Series A Debentures as capital assets. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (including proposed 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 Series A 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 or tax-exempt organizations, (2) persons holding Series A 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 or state, local or foreign taxes. If a partnership holds Series A Debentures, the U.S. 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 Series A Debentures should consult its tax advisor concerning the U.S. federal 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 Series A Debentures in light of their own particular circumstances, as well as the effect of any state, local or foreign tax laws.

 

For purposes of this discussion, “U.S. holder” means a beneficial owner of the Series A 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, 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, “Non-U.S. holder” means a beneficial owner of the Series A 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 Series A Debentures, Holders have agreed to treat the Series A Debenture as indebtedness for United States federal income tax purposes. We expect to treat, and will report accordingly, the Series A Debentures in the same manner.

 

Tax Consequences to U.S. Holders

 

Interest Income.  Interest paid on the Series A 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 accounting applicable to such U.S. holder.

 

Sale, Exchange or Other Taxable Disposition of the Series A Debentures.  U.S. holders of the Series A Debentures will 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 Series A Debentures and such U.S. holder’s adjusted United States federal income tax basis in such Series A Debentures. A U.S. holder’s adjusted tax basis in the Series A Debentures acquired in the remarketing will equal the amount that such U.S. holder paid for the Series A Debentures. Such capital gain or loss 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 Series A Debentures to a Non-U.S. holder should not be subject to United States federal 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 conduct of a United States 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 Internal Revenue Service 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 Series A Debentures that are effectively connected with the conduct of a trade or business by a Non-U.S. holder within the United States (and where a tax treaty applies, are attributable to a United States 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). 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 provided) branch profits tax.

 

Sale, Exchange or Other Taxable Disposition of the Series A Debentures.  Any gain realized on the disposition of the Series A 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 and the Non-U.S. holder is a foreign corporation, such holder may be subject to a 30% branch profits tax (or, if a treaty applies, such lower rate as provided).

Backup Withholding and Information Reporting

 

Unless a U.S. holder is an exempt recipient, such as a corporation, payments made with respect to the Series A 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 Series A Debentures fails to comply with applicable United States information reporting or 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. 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 Series A Debentures, including the applicability and effect of any state, local or Non-U.S. 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 Series A Debentures in this remarketing at a price which results in proceeds, net of the remarketing fee described below, of at least 100% of the aggregate principal amount of the Series A 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 Series A 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 Series A Debentures, a 1/80th interest in the Series B trust preferred securities of MetLife Capital Trust III, and a stock purchase contract):

 

 

Proceeds from the remarketing attributable to “separate” Series A Debentures (i.e., Series A Debentures not comprising part of normal Units), if any, that participated in the remarketing will be used as follows:

 

 

The Remarketing Agents will retain a total remarketing fee not exceeding      basis points (    %) of the total principal of the sale of the Series A Debentures. Neither we nor the holders of Series A 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 Series A Debentures to investors at the price to the public set forth on the cover page of this prospectus supplement.

 

The Series A Debentures have no established trading market. The Remarketing Agents have advised us that they intend to make a market for the Series A 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 Series A Debentures.

 

To facilitate the remarketing of the Series A Debentures, the Remarketing Agents may engage in transactions that stabilize, maintain or otherwise affect the price of the Series A Debentures. These transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Series A 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.

 

The Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A Debentures to the public in that relevant member state, except that it may make an offer of the Series A 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 Series A 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 Series A Debentures to the public” in relation to any Series A 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 Series A Debentures to be offered so as to enable an investor to decide to purchase or subscribe to purchase the Series A 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 Series A 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 Series A Debentures or any investments representing the Series A 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 Series A Debentures in, from or otherwise involving the United Kingdom.

 

Hong Kong

 

The Series A 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 Series A 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 Series A 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 Series A 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 Series A 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 Series A Debentures may not be circulated or distributed, nor may the Series A 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 Series A 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 Series A 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 Series A Debentures remarketed hereby will be passed upon for MetLife, Inc. by Dana E. Ladden, Chief Counsel, General Corporate, of MetLife, Inc. and by Dewey & LeBoeuf LLP. Ms. Ladden is paid a salary by MetLife, is a participant in various employee benefit plans offered by MetLife to employees generally 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 consolidated financial statement schedules, incorporated by reference in this prospectus supplement from MetLife, Inc.’s Annual Report on Form 10-K, and MetLife, Inc.’s internal control over financial reporting, for the years ended December 31, 2007 and 2006, 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 consolidated 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, respectively, and (2) express an unqualified opinion on MetLife, Inc.’s internal control over financial reporting), which are incorporated herein by reference.