Obligation MetLifeCorp 6.5% ( US59156RAE80 ) en USD

MetLifeCorp

100 % ▼

Etats-unis

US59156RAE80 ( en USD )

6.5% par an ( paiement semestriel )

14/12/2032

Prospectus brochure de l'obligation MetLife Inc US59156RAE80 en USD 6.5%, échéance 14/12/2032

1 000 USD

600 000 000 USD

59156RAE8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 73 jours )

MetLife Inc. est une société mondiale de services financiers offrant une gamme de produits d'assurance vie, d'assurance-maladie, de retraite et de gestion d'actifs à des particuliers et à des entreprises dans le monde entier.

L'Obligation émise par MetLifeCorp ( Etats-unis ) , en USD, avec le code ISIN US59156RAE80, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2032

L'Obligation émise par MetLifeCorp ( Etats-unis ) , en USD, avec le code ISIN US59156RAE80, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par MetLifeCorp ( Etats-unis ) , en USD, avec le code ISIN US59156RAE80, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>y65751pe424b2.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424(B)(2)
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-61282,
333-61282-01 and 333-61282-02
PROSPECTUS SUPPLEMENT
DECEMBER 3, 2002
(TO PROSPECTUS DATED JUNE 1, 2001)
$1,000,000,000
[METLIFE LOGO]
[SNOOPY LOGO]
$400,000,000 5.375% SENIOR NOTES DUE DECEMBER 15, 2012
$600,000,000 6.50% SENIOR NOTES DUE DECEMBER 15, 2032
------------------------
MetLife, Inc. is offering $400,000,000 aggregate principal amount of its
5.375% senior notes due December 15, 2012 and $600,000,000 aggregate principal
amount of its 6.50% senior notes due December 15, 2032. MetLife, Inc. will pay
interest on these senior notes semi-annually on June 15 and December 15 of each
year, beginning on June 15, 2003. MetLife, Inc. may, at its option, redeem the
senior notes of each series, in whole or in part, at any time before maturity at
the "make-whole" redemption prices described in this prospectus supplement.
------------------------
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 SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<Table>
<Caption>
PROCEEDS, BEFORE
PRICE TO UNDERWRITING EXPENSES,
INVESTORS(1) DISCOUNT TO METLIFE, INC.
------------ ------------ ----------------
<S> <C> <C> <C>
Per Senior Note due 2012............................ 99.282% 0.450% 98.832%
Senior Notes due 2012 Total....................... $397,128,000 $1,800,000 $395,328,000
Per Senior Note due 2032............................ 99.203% 0.875% 98.328%
Senior Notes due 2032 Total....................... $595,218,000 $5,250,000 $589,968,000
Total............................................... $992,346,000 $7,050,000 $985,296,000
</Table>
---------------
(1) Plus accrued interest, if any, from December 10, 2002.
Delivery of the senior notes, in book-entry form only, is expected to be
made through The Depository Trust Company, Clearstream, Luxembourg and the
Euroclear System on or about December 10, 2002.
------------------------
JOINT BOOK-RUNNING MANAGERS
MERRILL LYNCH & CO. WACHOVIA SECURITIES
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK SECURITIES
EDWARD D. JONES & CO., L.P.
FLEET SECURITIES, INC.
GOLDMAN, SACHS & CO.
GUZMAN & COMPANY
JPMORGAN
LEHMAN BROTHERS
SALOMON SMITH BARNEY
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
<S> <C>
About This Prospectus Supplement............................ S-4
Summary of the Offering..................................... S-5
Metlife, Inc................................................ S-7
Use of Proceeds............................................. S-7
Selected Consolidated Financial Information................. S-8
Capitalization.............................................. S-13
Ratio of Earnings to Fixed Charges.......................... S-14
Description of the Senior Notes............................. S-15
Certain U.S. Federal Income Tax Consequences................ S-21
Proposed European Union Directive........................... S-23
Underwriting................................................ S-24
Offering Restrictions....................................... S-25
Legal Opinions.............................................. S-25
PROSPECTUS
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Special Note Regarding Forward-Looking Statements........... 3
MetLife, Inc................................................ 5
The Trusts.................................................. 5
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 7

Description of Securities................................... 7
Description of Debt Securities.............................. 7
Description of Capital Stock................................ 16
Description of Trust Preferred Securities................... 23
Description of Guarantees................................... 25
Plan of Distribution........................................ 28
Legal Opinions.............................................. 29
Experts..................................................... 29
</Table>
---------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NEITHER
WE NOR THE UNDERWRITERS 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 UNDERWRITERS 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 AND THE ACCOMPANYING PROSPECTUS IS ACCURATE ONLY AS OF
THEIR RESPECTIVE DATES AND THAT ANY INFORMATION WE HAVE INCORPORATED BY
REFERENCE IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT INCORPORATED BY
REFERENCE. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED AND WACHOVIA SECURITIES, INC. OR THEIR RESPECTIVE AFFILIATES MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE SENIOR NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A
LIMITED PERIOD.
S-2
<PAGE>
IN ANY JURISDICTION WHERE THERE CAN ONLY BE ONE STABILIZING AGENT, MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ITS AFFILIATES SHALL EFFECT SUCH
TRANSACTIONS. HOWEVER, THERE IS NO OBLIGATION ON THE STABILIZING AGENT TO DO
THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST
BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
---------------------
The senior notes are offered for sale in those jurisdictions in the United
States, Canada, 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 senior notes 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
underwriters 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.
S-3
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of senior
notes. 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 in the accompanying prospectus.
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 Metropolitan Life Insurance
Company, or Metropolitan Life, and their respective direct and indirect
subsidiaries, while references to "MetLife, Inc." refer only to the holding
company on an unconsolidated basis.
S-4
<PAGE>
SUMMARY OF THE OFFERING
Securities Offered............ $400,000,000 aggregate principal amount of
5.375% senior notes due December 15, 2012.
$600,000,000 aggregate principal amount of
6.50% senior notes due December 15, 2032.
Interest Rates................ The senior notes due 2012 will bear interest
from December 10, 2002 at the rate of 5.375%
per year.
The senior notes due 2032 will bear interest
from December 10, 2002 at the rate of 6.50% per
year.
Interest Payment Dates........ June 15 and December 15 of each year, beginning
on June 15, 2003.
Long-Term Senior Unsecured
Debt Ratings.................. Standard & Poor's: A
Moody's: A2*
Fitch: A
A.M. Best: a+

The ratings set forth above are not a
recommendation to purchase, hold or sell the
senior notes, inasmuch as the ratings do not
comment as to market price or suitability for a
particular investor. The ratings are based on
current information MetLife, Inc. has furnished
to the rating agencies and information obtained
by the rating agencies from other sources. The
ratings are only accurate as of the date hereof
and may be changed, superseded or withdrawn as
a result of changes in, or unavailability of,
such information and, therefore, a prospective
purchaser should check the current ratings
before purchasing the senior notes.
* Moody's press release dated December 3, 2002
included the following statement: "The outlook
for the rating of the new notes is negative."
Ranking....................... The senior notes will be senior unsecured
obligations of MetLife, Inc. and will rank
equally in right of payment with all of its
existing and future senior unsecured and
unsubordinated indebtedness.
Optional Redemption........... MetLife, Inc. may, at its option, redeem the
senior notes of either series, in whole or in
part, at any time prior to maturity at a
redemption price equal to the greater of 100%
of the principal amount of the senior notes to
be redeemed and a "make-whole" amount described
under "Description of the Senior Notes --
Optional Redemption" in this prospectus
supplement plus, in each case, accrued and
unpaid interest on such senior notes to the
date of redemption.
Certain Covenants............. MetLife, Inc. will issue the senior notes under
an indenture containing covenants that restrict
its ability, with significant exceptions, to:
- incur debt secured by certain liens on the
stock of Metropolitan Life;
- dispose of stock of Metropolitan Life; and
S-5
<PAGE>
- merge or consolidate with another company or
convey, sell or otherwise transfer all or
substantially all of its property and assets
to another company.
Use of Proceeds............... We intend to use the net proceeds from the sale
of the senior notes, which we expect will be
approximately $984 million after deducting
underwriting discounts and expenses of the
offering, to increase the capital of
Metropolitan Life and for other general
corporate purposes.
Clearance and Settlement...... The senior notes will be cleared through The
Depository Trust Company, Clearstream,
Luxembourg and the Euroclear System.
Governing Law................. State of New York.
S-6
<PAGE>
METLIFE, INC.
We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We offer life insurance,
annuities, automobile and property insurance and mutual funds to individuals. We
also provide group insurance, reinsurance, as well as retirement and savings
products and services to corporations and other institutions with approximately
33 million employees and members.
We distribute our products and services nationwide through multiple
channels, with the primary distribution systems being our core career agency
system, our general agency distribution systems, our regional sales forces, our
dedicated sales forces, financial intermediaries, independent agents and product
specialists. We operate in the international markets that we serve through
subsidiaries and joint ventures. Our international segment focuses on the
Asia/Pacific region, Latin America and selected European countries and currently
has insurance operations in 13 countries.
MetLife, Inc. is incorporated under the laws of the State of Delaware.
MetLife, Inc.'s principal executive offices are located at One Madison Avenue,
New York, New York 10010-3690 and its telephone number is (212) 578-2211.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the senior notes, which
we expect will be approximately $984 million after deducting underwriting
discounts and expenses of the offering, to increase the capital of Metropolitan
Life and for other general corporate purposes.
S-7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected historical consolidated financial
information for MetLife. The selected historical consolidated financial

information for the years ended December 31, 2001, 2000 and 1999 and at December
31, 2001 and 2000 has been derived from our audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2001. This selected consolidated financial information should be
read in conjunction with and is qualified by reference to these financial
statements and the related notes. The selected historical consolidated financial
information for the years ended December 31, 1998 and 1997 and at December 31,
1999, 1998 and 1997 has been derived from our audited consolidated financial
statements not included or incorporated by reference in this prospectus
supplement or the accompanying prospectus. The selected historical consolidated
financial information at and for the nine months ended September 30, 2002 and
2001 has been derived from the unaudited interim condensed consolidated
financial statements included in our Quarterly Report on Form 10-Q for the nine
months ended September 30, 2002. The following consolidated statements of income
and consolidated balance sheet data have been prepared in conformity with
accounting principles generally accepted in the United States of America
("GAAP"). Some previously reported amounts have been reclassified to conform
with the presentation for the nine months ended September 30, 2002.
<Table>
<Caption>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
----------------- -----------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------- ------- ------- ------- ------- ------- -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA
Revenues:
Premiums.......................... $13,858 $12,634 $17,212 $16,317 $12,088 $11,503 $11,278
Universal life and investment-type
product policy fees............. 1,558 1,413 1,889 1,820 1,433 1,360 1,418
Net investment income(1)(2)....... 8,401 8,406 11,261 11,028 9,467 10,127 9,416
Other revenues.................... 1,076 1,130 1,507 2,229 1,861 1,785 1,236
Net investment gains and
losses(1)(3).................... (547) (380) (603) (394) (70) 2,020 779
------- ------- ------- ------- ------- ------- -------
Total revenues(4)(5)............ 24,346 23,203 31,266 31,000 24,779 26,795 24,127
------- ------- ------- ------- ------- ------- -------
Expenses:
Policyholder benefits and
claims(6)....................... 14,239 13,447 18,454 16,893 13,100 12,638 12,403
Interest credited to policyholder
account balances................ 2,177 2,228 3,084 2,935 2,441 2,711 2,878
Policyholder dividends............ 1,489 1,567 2,086 1,919 1,690 1,651 1,742
Payments to former Canadian
policyholders(4)................ -- -- -- 327 -- -- --
Demutualization costs............. -- -- -- 230 260 6 --
Other expenses(2)(7).............. 4,978 4,893 7,022 7,400 6,210 7,810 5,516
------- ------- ------- ------- ------- ------- -------
Total expenses(4)(5)............ 22,883 22,135 30,646 29,704 23,701 24,816 22,539
------- ------- ------- ------- ------- ------- -------
Income from continuing operations
before provision for income
taxes............................. 1,463 1,068 620 1,296 1,078 1,979 1,588
Provision for income taxes(1)(8).... 473 360 228 422 523 701 438
------- ------- ------- ------- ------- ------- -------
Income from continuing operations... 990 708 392 874 555 1,278 1,150
Income from discontinued operations,
net of income taxes(1)............ 54 61 81 79 62 65 53
------- ------- ------- ------- ------- ------- -------
Net income.......................... $ 1,044 $ 769 $ 473 $ 953 $ 617 $ 1,343 $ 1,203
======= ======= ======= ======= ======= ======= =======
Net income after April 7, 2000 (date
of demutualization)............... $ 1,173
=======
</Table>
S-8
<PAGE>
<Table>
<Caption>
AT DECEMBER 31,
AT SEPTEMBER 30, ----------------------------------------------------
2002 2001 2000 1999 1998 1997
---------------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Assets:
General account assets(2)....... $211,885 $194,184 $183,884 $160,291 $157,278 $154,444
Separate account assets......... 56,049 62,714 70,250 64,941 58,068 48,338
-------- -------- -------- -------- -------- --------
Total assets.................. $267,934 $256,898 $254,134 $225,232 $215,346 $202,782
======== ======== ======== ======== ======== ========
Liabilities:
Life and health policyholder
liabilities(9)................ $158,972 $148,323 $140,012 $122,637 $122,726 $125,849
Property and casualty
policyholder liabilities(9)... 2,693 2,610 2,559 2,318 1,477 1,509
Short-term debt................. 878 355 1,085 4,180 3,572 4,564
Long-term debt.................. 3,428 3,628 2,400 2,494 2,886 2,866
Separate account liabilities.... 56,049 62,714 70,250 64,941 58,068 48,338
Other liabilities(2)............ 27,574 21,950 20,349 14,972 11,750 5,649
-------- -------- -------- -------- -------- --------
Total liabilities............. 249,594 239,580 236,655 211,542 200,479 188,775
-------- -------- -------- -------- -------- --------
Company-obligated mandatorily
redeemable securities of
subsidiary trusts............. 1,263 1,256 1,090 -- -- --
-------- -------- -------- -------- -------- --------
Equity:
Common Stock, at par value...... 8 8 8 -- -- --
Additional paid-in
capital(10)................... 14,967 14,966 14,926 -- -- --

Retained earnings(10)........... 2,393 1,349 1,021 14,100 13,483 12,140
Treasury stock, at cost(10)..... (2,405) (1,934) (613) -- -- --
Accumulated other comprehensive
income (loss)................. 2,114 1,673 1,047 (410) 1,384 1,867
-------- -------- -------- -------- -------- --------
Total equity.................. 17,077 16,062 16,389 13,690 14,867 14,007
-------- -------- -------- -------- -------- --------
Total liabilities and
equity...................... $267,934 $256,898 $254,134 $225,232 $215,346 $202,782
======== ======== ======== ======== ======== ========
</Table>
<Table>
<Caption>
AT OR FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA
Net income................. $ 1,044 $ 769 $ 473 $ 953 $ 617 $ 1,343 $ 1,203
Return on equity(11)....... N/A N/A 3.2% 6.5% 4.5% 10.5% 10.4%
Operating cash flows....... $ 2,540 $ 2,939 $ 4,799 $ 1,299 $ 3,883 $ 842 $ 2,872
Total assets under
management(12)........... $290,181 $276,750 $282,414 $301,297 $373,612 $360,703 $338,731
INCOME FROM CONTINUING
OPERATIONS
PER SHARE DATA(13)
Basic earnings per share... $ 1.40 $ 0.95 $ 0.53 $ 1.13 N/A N/A N/A
Diluted earnings per
share.................... $ 1.35 $ 0.91 $ 0.51 $ 1.11 N/A N/A N/A
INCOME FROM DISCONTINUED
OPERATIONS PER SHARE
DATA(13)
Basic earnings per share... $ 0.08 $ 0.08 $ 0.11 $ 0.10 N/A N/A N/A
Diluted earnings per
share.................... $ 0.07 $ 0.08 $ 0.11 $ 0.10 N/A N/A N/A
</Table>
S-9
<PAGE>
<Table>
<Caption>
AT OR FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
NET INCOME PER SHARE DATA(13)
Basic earnings per share... $ 1.48 $ 1.03 $ 0.64 $ 1.52 N/A N/A N/A
Diluted earnings per
share.................... $ 1.42 $ 0.99 $ 0.62 $ 1.49 N/A N/A N/A
DIVIDENDS DECLARED PER
SHARE(14).................. N/A N/A $ 0.20 $ 0.20 N/A N/A N/A
</Table>
---------------------
1. In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, 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 table presents the components of income from
discontinued operations:
<Table>
<Caption>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
-------------- --------------------------------
2002 2001 2001 2000 1999 1998 1997
----- ----- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income..................... $88 $91 $119 $116 $97 $101 $75
Net investment gains and losses........... (8) -- -- 4 -- 1 8
--- --- ---- ---- --- ---- ---
Total revenues....................... 80 91 119 120 97 102 83
--- --- ---- ---- --- ---- ---
Provision for income taxes................ 26 30 38 41 35 37 30
--- --- ---- ---- --- ---- ---
Income from discontinued
operations......................... $54 $61 $ 81 $ 79 $62 $ 65 $53
=== === ==== ==== === ==== ===
</Table>
2. In 1998, we adopted the provisions of Financial Accounting Standards Board
("FASB") Statement No. 125, Accounting for Transfers and Services of
Financial Assets and Extinguishments of Liabilities, with respect to our
securities lending program. Adoption of the provisions had the effect of
increasing assets and liabilities by $3,769 million at December 31, 1998.
Effective April 1, 2001, we adopted certain additional accounting and
reporting requirements of SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities -- a
replacement for FASB Statement No. 125, relating to the derecognition of
transferred assets and extinguished liabilities and the reporting of
servicing assets and liabilities. The adoption of these requirements did
not have a material impact on our unaudited interim condensed consolidated
financial statements or on our audited annual consolidated financial
statements.

S-10
<PAGE>
3. Investment gains and losses are presented net of related policyholder
amounts. The amounts netted against investment gains and losses are the
following:
<Table>
<Caption>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
------------- ---------------------------------------
2002 2001 2001 2000 1999 1998 1997
----- ----- ----- ----- ----- ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Gross investment gains and
losses........................ $(649) $(487) $(737) $(448) $(137) $2,628 $1,010
----- ----- ----- ----- ----- ------ ------
Less amounts allocable to:
Future policy benefit loss
recognition................ -- -- -- -- -- (272) (126)
Deferred policy acquisition
costs...................... 26 15 (25) 95 46 (240) (70)
Participating pension
contracts.................. (2) -- -- (126) 21 (96) (35)
Policyholder dividend
obligation................. 78 92 159 85 -- -- --
----- ----- ----- ----- ----- ------ ------
Total......................... 102 107 134 54 67 (608) (231)
----- ----- ----- ----- ----- ------ ------
Net investment gains and
losses........................ $(547) $(380) $(603) $(394) $ (70) $2,020 $ 779
===== ===== ===== ===== ===== ====== ======
</Table>
Gross investment gains and losses exclude amounts related to real estate
operations reported as discontinued operations in accordance with SFAS 144.
Investment gains and losses have been reduced by (i) additions to future
policy benefits resulting from the need to establish additional liabilities
due to the recognition of investment gains, (ii) deferred policy
acquisition amortization, to the extent that such amortization results from
investment gains and losses, (iii) adjustments to participating
contractholder accounts when amounts equal to such investment gains and
losses are applied to the contractholder's accounts, and (iv) adjustments
to the policyholder dividend obligation resulting from investment gains and
losses. This presentation may not be comparable to presentations made by
other insurers.
4. Includes the following combined financial statement data of Conning
Corporation ("Conning"), which was sold on July 2, 2001, our controlling
interest in Nvest Companies, L.P. ("Nvest") and its affiliates, which were
sold in 2000, MetLife Capital Holdings, Inc., which was sold in 1998, and
our Canadian operations and U.K. insurance operations, substantially all of
which were sold in 1998 and 1997:
<Table>
<Caption>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------
2001 2001 2000 1999 1998 1997
------------- ---- ---- ---- ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Total revenues........................ $32 $32 $605 $655 $1,405 $2,149
=== === ==== ==== ====== ======
Total expenses........................ $33 $33 $580 $603 $1,275 $1,870
=== === ==== ==== ====== ======
</Table>
As a result of these sales, we recorded investment gains of $25 million for
the nine months ended September 30, 2001, and of $25 million, $663 million,
$520 million and $139 million for the years ended December 31, 2001, 2000,
1998 and 1997, respectively.
In July 1998, Metropolitan Life sold a substantial portion of its Canadian
operations to Clarica Life Insurance Company ("Clarica Life"). As part of
that sale, a large block of policies in effect with Metropolitan Life in
Canada was transferred to Clarica Life, and the holders of the transferred
Canadian policies became policyholders of Clarica Life. Those transferred
policyholders are no longer policyholders of Metropolitan Life and,
therefore, were not entitled to compensation under the plan of
reorganization. However, as a result of a commitment made in connection
with obtaining Canadian regulatory approval of that sale and in connection
with the demutualization, Metropolitan Life's Canadian branch made cash
payments to those who were, or were deemed to be, holders of these
transferred Canadian
S-11
<PAGE>
policies. The payments were determined in a manner that is consistent with
the treatment of, and fair and equitable to, eligible policyholders of
Metropolitan Life.
5. Included in total revenues and total expenses for the nine months ended
September 30, 2002 are $192 million and $164 million, respectively, related
to Aseguradora Hidalgo S.A., which was acquired on June 20, 2002. Included
in total revenues and total expense for the year ended December 31, 2000
are $3,739 million and $3,561 million, respectively, related to GenAmerica
Financial Corporation, which was acquired on January 6, 2000.
6. Policyholder benefits and claims exclude $(76) million and $(92) million
for the nine months ended September 30, 2002 and 2001, respectively, and

$(159) million, $41 million, $(21) million, $368 million and $161 million
for the years ended December 31, 2001, 2000, 1999, 1998 and 1997,
respectively, of future policy benefit loss recognition, adjustments to
participating contractholder accounts and changes in the policyholder
dividend obligation that have been netted against net investment gains and
losses as such amounts are directly related to such gains and losses. This
presentation may not be comparable to presentations made by other insurers.
7. Other expenses exclude $(26) million and $(15) million for the nine months
ended September 30, 2002 and 2001, respectively, and $25 million, $(95)
million, $(46) million, $240 million and $70 million for the years ended
December 31, 2001, 2000, 1999, 1998 and 1997, respectively, of amortization
of deferred policy acquisition costs that have been netted against net
investment gains and losses as such amounts are directly related to such
gains and losses. This presentation may not be comparable to presentations
made by other insurers.
8. Provision for income taxes includes $(145) million, $125 million, $18
million and $(40) million for surplus tax (credited) accrued by
Metropolitan Life for the years ended December 31, 2000, 1999, 1998 and
1997, respectively. Prior to its demutualization, Metropolitan Life was
subject to surplus tax imposed on mutual life insurance companies under
Section 809 of the Internal Revenue Code.
9. Policyholder liabilities include future policy benefits, policyholder
account balances, other policyholder funds, policyholder dividends payable
and the policyholder dividend obligation.
10. For additional information regarding these items, see Notes 1 and 17 to the
Consolidated Financial Statements contained in our Annual Report on Form
10-K for the year ended December 31, 2001.
11. Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).
12. Includes MetLife's general account and separate account assets managed on
behalf of third parties. Includes $21 billion of assets under management
managed by Conning at December 31, 2000. Conning was sold on July 2, 2001.
Includes $133 billion, $135 billion and $125 billion of assets under
management managed by Nvest at December 31, 1999, 1998 and 1997,
respectively. Nvest was sold on October 30, 2000.
13. Based on earnings subsequent to the date of demutualization. For additional
information regarding net income per share data, see Note 19 to the
Consolidated Financial Statements contained in our Annual Report on Form
10-K for the year ended December 31, 2001.
14. On October 22, 2002, our Board of Directors declared a dividend of $0.21 per
common share payable by December 13, 2002 to shareholders of record on
November 8, 2002.
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<PAGE>
CAPITALIZATION
The following table sets forth our capitalization at September 30, 2002, on
an actual basis and as adjusted to give effect to this offering of senior notes.
<Table>
<Caption>
AT SEPTEMBER 30, 2002
---------------------
ACTUAL AS ADJUSTED
------- -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt............................................. $ 878 $ 878
Long-term debt.............................................. 3,428 4,420
------- -------
Total debt................................................ 4,306 5,298
------- -------
Company-obligated mandatorily redeemable securities of
subsidiary trusts......................................... 1,263 1,263
------- -------
Stockholders' equity:
Common stock, at par value................................ 8 8
Additional paid-in capital................................ 14,967 14,967
Retained earnings......................................... 2,393 2,393
Treasury stock, at cost................................... (2,405) (2,405)
Accumulated other comprehensive income.................... 2,114 2,114
------- -------
Total stockholders' equity................................ 17,077 17,077
------- -------
Total capitalization.............................. $22,646 $23,638
======= =======
</Table>
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<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges.
<Table>
<Caption>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- --------------------------------
2002 2001 2001 2000 1999 1998 1997
----- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges............. 1.57 1.39 1.16 1.35 1.33 1.62 1.53
</Table>
For purposes of this computation, earnings are defined as income from

continuing operations before provision for income taxes excluding undistributed
income and losses from equity method investments, minority interest and fixed
charges. Fixed charges are the sum of interest and debt issue costs, interest
credited to policyholder account balances, interest on bank deposits and an
estimated interest component of rent expense.
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<PAGE>
DESCRIPTION OF THE SENIOR NOTES
The following description of the particular terms of the senior notes
supplements the description of the general terms and provisions of the debt
securities set forth under "Description of Debt Securities" beginning on page 7
in the accompanying prospectus. The accompanying prospectus contains a detailed
summary of additional provisions of the senior notes and of the indenture, dated
as of November 9, 2001, between MetLife, Inc. and Bank One Trust Company, N.A.,
as trustee, under which the senior notes will be issued. The following
description replaces the description of the debt securities in the accompanying
prospectus, to the extent of any inconsistency. Terms used in this prospectus
supplement that are otherwise not defined will have the meanings given to them
in the accompanying prospectus.
GENERAL
Certain Terms of the 5.375% Senior Notes due 2012
The 5.375% senior notes due 2012 are a series of debt securities described
in the accompanying prospectus, and are senior debt securities. MetLife, Inc.
will issue the senior notes due 2012 under an indenture dated as of November 9,
2001, as supplemented by a Third Supplemental Indenture to be dated as of
December 10, 2002, between us and Bank One Trust Company, N.A., as trustee.
There is no limit on the aggregate principal amount of senior notes of this
series that MetLife, Inc. may issue under the indenture.
The senior notes due 2012 will mature on December 15, 2012 and will bear
interest at the rate of 5.375% per year. Interest will accrue from December 10,
2002.
Interest on the senior notes due 2012 will be payable semi-annually in
arrears on June 15 and December 15 of each year, commencing June 15, 2003, to
the persons in whose names the senior notes are registered at the close of
business on the preceding June 1 or December 1, as the case may be. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
Certain Terms of the 6.50% Senior Notes due 2032
The 6.50% senior notes due 2032 are a series of debt securities described
in the accompanying prospectus, and are senior debt securities. MetLife, Inc.
will issue the senior notes due 2032 under an indenture dated as of November 9,
2001, as supplemented by a Fourth Supplemental Indenture to be dated as of
December 10, 2002, between us and Bank One Trust Company, N.A., as trustee.
There is no limit on the aggregate principal amount of senior notes of this
series that MetLife, Inc. may issue under the indenture.
The senior notes due 2032 will mature on December 15, 2032 and will bear
interest at the rate of 6.50% per year. Interest will accrue from December 10,
2002.
Interest on the senior notes due 2032 will be payable semi-annually in
arrears on June 15 and December 15 of each year, commencing June 15, 2003, to
the persons in whose names the senior notes are registered at the close of
business on the preceding June 1 or December 1, as the case may be. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
FURTHER ISSUES
MetLife, Inc. may, without the consent of the holders of either series of
senior notes, issue additional senior notes of a series having the same ranking
and the same interest rate, maturity and other terms as the senior notes of that
series, except for the issue price and issue date and, in some cases, the first
interest payment date. Any additional senior notes having such similar terms
will, together with the applicable senior notes, constitute a single series of
senior notes under the indenture. No additional senior notes may be issued if an
Event of Default has occurred with respect to the applicable series of senior
notes.
Neither series of senior notes will be entitled to any sinking fund.
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<PAGE>
RANKING
The senior notes will be senior unsecured obligations of MetLife, Inc. and
will rank equally in right of payment with all of the other senior unsecured and
unsubordinated indebtedness of MetLife, Inc. from time to time outstanding. The
senior notes will rank senior to any subordinated indebtedness.
Because MetLife, Inc. is principally a holding company, its right to
participate in any distribution of assets of any subsidiary, including
Metropolitan Life, upon the subsidiary's dissolution, liquidation or
reorganization or otherwise, 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 senior
notes will be effectively subordinated to all existing and future indebtedness
and liabilities of its subsidiaries, including liabilities under contracts of
insurance and annuities written by MetLife, Inc.'s insurance subsidiaries, and
holders of senior notes should look only to MetLife, Inc.'s assets for payment
thereunder.
OPTIONAL REDEMPTION
The senior notes of each series will be redeemable, in whole or in part, at
our option at any time (a "Redemption Date") at a redemption price equal to the
greater of:

- 100% of the principal amount of such senior notes; and
- an amount equal to the sum of the present values of the remaining
scheduled payments for principal and interest on such senior notes, not
including any portion of the payments of interest accrued as of such
Redemption Date, discounted to such Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 15 basis points in the case of the senior notes due
2012 and 20 basis points in the case of the senior notes due 2032;
plus, in each case, accrued and unpaid interest on such senior notes to such
Redemption Date.
"Treasury Rate" means the rate per year equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated on the third business day preceding the
Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the series of senior notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such series of senior notes.
"Independent Investment Banker" means either Merrill Lynch, Pierce, Fenner
& Smith Incorporated or Wachovia Securities, Inc., as specified by us, and any
successor firm or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the trustee after consultation with us.
"Comparable Treasury Price" means with respect to any Redemption Date for a
series of senior notes (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wachovia Securities, Inc. and three other primary U.S.
government securities dealers (each a "Primary Treasury Dealer"), as specified
by us; provided, that (1) if any of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities, Inc. or any Primary Treasury Dealer as
specified by us shall cease to be a Primary Treasury Dealer, we will substitute
therefor another Primary Treasury Dealer and (2) if we fail to select a
substitute within a reasonable period of time, then the substitute will be a
Primary Treasury Dealer selected by the trustee after consultation with us.
S-16
<PAGE>
"Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such Redemption Date.
If less than all of the senior notes of any series are to be redeemed, the
trustee shall select the senior notes or portions of the senior notes to be
redeemed by such method as the trustee shall deem fair and appropriate. The
trustee may select for redemption senior notes and portions of senior notes in
amounts of whole multiples of $1,000.
Notice of any redemption will be mailed at least 30 days but not more than
90 days before the Redemption Date to each holder of the senior notes to be
redeemed. Unless we default in payment of the redemption price, on or after the
Redemption Date, interest will cease to accrue on the senior notes called for
redemption.
DEFEASANCE
The discharge, defeasance and covenant defeasance provisions of the
indenture described under the caption "Description of Debt
Securities -- Discharge, Defeasance and Covenant Defeasance" on page 14 of the
accompanying prospectus will apply to each series of senior notes.
NOTICES
We will mail notices to the addresses of the holders of the senior notes
that are shown on the registers for the senior notes.
THE TRUSTEE; PAYING AGENTS AND TRANSFER AGENTS
Bank One Trust Company, N.A. is the trustee under the indenture. The
trustee and its affiliates also perform certain commercial banking services for
us and may serve as trustee pursuant to indentures and other instruments entered
into by us or trusts established by us in connection with future issues of
securities, for which they receive customary fees. The trustee will be the
paying agent and transfer agent for the senior notes.
BOOK-ENTRY; DELIVERY AND FORM
The senior notes will be offered and sold in principal amounts of $1,000
and integral multiples of $1,000. We will issue the senior notes of both series
in the form of one or more permanent global notes in fully registered,
book-entry form, which we refer to as the "global notes." Each global note will
be deposited with, or on behalf of, The Depository Trust Company ("DTC") or any
successor thereto (the "Depositary"), as depositary, and registered in the name
of Cede & Co. (DTC's partnership nominee). Unless and until it is exchanged in
whole or in part for senior notes in definitive form, no global note may be
transferred except as a whole by the Depositary to a nominee of such Depositary.
Investors may elect to hold interests in the global notes through either the
Depositary (in the United States) or through Clearstream Banking, societe
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 The
Chase Manhattan Bank will act as depositary for Euroclear (in such capacities,
collectively, the "U.S. Depositaries").
DTC advises that it is a limited-purpose trust company organized under the
New York Banking Law, a member of the Federal Reserve System, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC holds securities that its participants
S-17
<PAGE>
("Participants") deposit with DTC. DTC also facilitates settlement of securities
transactions among its Participants, such as transfers and pledges in deposited
securities through electronic computerized book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates.
"Direct Participants" in DTC include securities brokers and dealers and
banks. DTC is owned by members of the financial industry. Access to DTC's
book-entry system is also available to others, such as banks, securities brokers
and dealers that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
Purchases of the senior notes under DTC's book-entry system must be made by
or through Direct Participants, which will receive a credit for the senior notes
on the records of DTC. The ownership interest of each actual purchaser of the
senior notes, which we refer to as the "beneficial owner," is in turn to be
recorded on the Participants' records. 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 transactions,
as well as periodic statements of their holdings from the Direct or Indirect
Participant through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the global notes will be effected only
through 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 global notes, except in the event that use of the
book-entry system for the senior notes is discontinued. The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in the global notes.
To facilitate subsequent transfers, all global notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of the global notes 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 senior notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
senior notes 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.
So long as DTC or its nominee is the registered owner and holder of the
global notes, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the senior notes represented by the global notes for all
purposes under the indenture. Except as provided below, beneficial owners of
interests in the global notes will not be entitled to have book-entry notes
represented by the senior notes registered in their names, will not receive or
be entitled to receive physical delivery of senior notes in definitive form and
will not be considered the owners or holders thereof under the indenture.
Accordingly, each beneficial owner must rely on the procedures of DTC and, if
the person is not a Participant, on the procedures of the Participants through
which such person owns its interest, to exercise any rights of a holder under
the indenture. We understand that under existing industry practices, in the
event that we request any action of holders of senior notes or that an owner of
a beneficial interest in the senior notes desires to give or take any action
which 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 the action, and the Participants would authorize beneficial owners owning
through the Participants to give or to take the action or would otherwise act
upon the instructions of beneficial owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect Participants,
and by 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.
Payments of principal of and interest on the senior notes will be made to
DTC. We will send all required reports and notices solely to DTC as long as DTC
is the registered holder of the global notes. Neither we, the trustee, nor any
other agent of ours or agent of the trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, beneficial ownership interests in global notes or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests. DTC's practice is to credit the accounts of the Direct Participants
with payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in a security as shown on the records of DTC,
unless DTC
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<PAGE>
has reason to believe that it will not receive payment on the payment 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 the Participants.
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 Boerse Clearing and recently fully
acquired by the Deutsche Boerse Group. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the