Obligation MetLifeCorp 6.4% ( US59156RAP38 ) en USD

MetLifeCorp

101.59 % ▲

Etats-unis

US59156RAP38 ( en USD )

6.4% par an ( paiement semestriel )

14/12/2066 ( La date du prochain call est le 15/12/2031 )

Prospectus brochure de l'obligation MetLife Inc US59156RAP38 en USD 6.4%, échéance 14/12/2066

1 000 USD

1 250 000 000 USD

59156RAP3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

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 US59156RAP38, paye un coupon de 6.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2066

L'Obligation émise par MetLifeCorp ( Etats-unis ) , en USD, avec le code ISIN US59156RAP38, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par MetLifeCorp ( Etats-unis ) , en USD, avec le code ISIN US59156RAP38, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-124358
Prospectus Supplement
(To Prospectus dated April 27, 2005)
$1,250,000,000

6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066
MetLife, Inc. is offering $1,250,000,000 aggregate principal amount of its 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due
2066, which are part of "subordinated debt securities" referred to in the accompanying base prospectus and which we refer to as the "junior
subordinated debentures" in this prospectus supplement. The junior subordinated debentures will bear interest on their principal amount from the
date they are issued to but excluding December 15, 2036, or earlier redemption, at an annual fixed rate of 6.40%, payable semi-annually in arrears
on each June 15 and December 15, beginning June 15, 2007, and, solely in the event that the junior subordinated debentures are not repaid or
otherwise redeemed on or before the scheduled redemption date (as described below), from and including December 15, 2036 to but excluding
December 15, 2066, or earlier redemption, at an annual rate equal to three-month LIBOR plus a margin equal to 2.205%, payable quarterly in
arrears on each March 15, June 15, September 15 and December 15, subject to our right or, in certain circumstances, requirement to defer interest
payments as described in this prospectus supplement under "Description of the Junior Subordinated Debentures."
We have agreed to repay the junior subordinated debentures on December 15, 2036, which we refer to as the "scheduled redemption date," but
only to the extent that we have raised sufficient net proceeds during the 180-day period ending on the notice date (as defined herein) for the
scheduled redemption date from the issuance of certain "qualifying capital securities," as described in this prospectus supplement. We will
covenant to use our commercially reasonable efforts to raise sufficient net proceeds during such 180-day period from the issuance of qualifying
capital securities to permit repayment of the junior subordinated debentures in full on the scheduled redemption date, subject to certain "market
disruption events" described herein and subject to our right to otherwise redeem the junior subordinated debentures as described below. If any
junior subordinated debentures are not repaid or otherwise redeemed on the scheduled redemption date, they will remain outstanding and will bear
interest at a floating rate specified above, payable quarterly in arrears and, subject to the limitations described in the immediately preceding
sentence, we will continue to use our commercially reasonable efforts to raise sufficient net proceeds during the 90-day period ending on the
notice date for each subsequent interest payment date from the issuance of qualifying capital securities to permit repayment of the junior
subordinated debentures in full on such interest payment date. We refer to each such 180-day and 90-day period as a "QCS proceeds collection
period." On December 15, 2066, we must pay any remaining principal and interest on the junior subordinated debentures in full whether or not we
have sold a sufficient amount of qualifying capital securities.
We may redeem, at our option, the junior subordinated debentures, subject to certain provisions described in this prospectus supplement under
"Description of the Replacement Capital Covenant":

· in whole or in part, at any time on or after December 15, 2031, at their principal amount plus accrued and unpaid interest to the date of
redemption, which we refer to as the "par redemption amount"; provided that if the junior subordinated debentures are not redeemed in
whole, at least $50 million aggregate principal amount of the junior subordinated debentures (excluding any junior subordinated debentures
held by us or any of our affiliates) must remain outstanding after giving effect to such redemption;

· in whole or in part, at any time prior to December 15, 2031, in cases not involving a "tax event" or "rating agency event," in each case as
defined in this prospectus supplement, at the par redemption amount or, if greater, the "make-whole redemption amount" calculated as
described in this prospectus supplement; provided that if the junior subordinated debentures are not redeemed in whole, at least $50 million
aggregate principal amount of the junior subordinated debentures (excluding any junior subordinated debentures held by us or any of our
affiliates) must remain outstanding after giving effect to such redemption; and

· in whole, but not in part, at any time prior to December 15, 2031, within 180 days after the occurrence of a tax event or a rating agency
event, at the par redemption amount or, if greater, the "special event make-whole redemption amount" calculated as described in this
prospectus supplement.
The junior subordinated debentures will be issued in denominations of $1,000 and integral multiples of $1,000, and will be our junior
subordinated unsecured obligations issued under a subordinated indenture. The payment of principal of and interest on the junior subordinated
debentures, to the extent provided in the subordinated indenture, will be subordinated to the prior payment in full of all of our present and future
senior indebtedness (as defined herein) and will be structurally subordinated to all existing and future obligations of our subsidiaries.
As further described in this prospectus supplement, if (1) we have optionally deferred interest payments otherwise due on the junior
subordinated debentures for a period of more than five consecutive years or (2) if a "trigger event" (as defined in this prospectus supplement) has
occurred and the related "trigger period" (as defined in this prospectus supplement) is continuing on an interest payment date, we may satisfy our
obligation to pay interest on the junior subordinated debentures (i) in the case of an event described in (1) above, on any subsequent interest
payment date; and (ii) in the case of an event described in (2) above, on such interest payment date (in each case, other than any interest that has
accrued during an optional deferral period of less than five years and prior to the occurrence of a trigger event, which may continue to be deferred
to the extent provided herein or be paid out of any source of funds), only to the extent of net proceeds from the sale of "qualifying APM
securities" (as defined in this prospectus supplement) received by us during the 180 days prior to such interest payment date. We refer to this
method of funding the payment of accrued and unpaid interest as the "alternative payment mechanism." An event of default will occur, among
other things, if non-payment of interest, due to an optional deferral, the continuance of a trigger period or otherwise, continues for ten consecutive
years or extends beyond the final maturity date of the junior subordinated debentures without all accrued and unpaid interest (including
compounded interest) having been paid in full. In certain events of our bankruptcy, insolvency or receivership prior to the maturity or redemption
of any junior subordinated debentures, whether voluntary or not, a holder of junior subordinated debentures will have no claim for interest that is
unpaid as a result of certain consequences of a trigger event (including compounded interest thereon) and has not been settled through the
application of the alternative payment mechanism to the extent the amount of such interest exceeds 25% of the then outstanding principal amount
of such holder's junior subordinated debentures. For the avoidance of doubt, this limitation on claims for unpaid interest does not apply to amounts
of interest deferred on an optional basis, and holders will have a full claim for, and right to receive, such amounts.
See "Risk Factors" beginning on page S-19 of this prospectus supplement to read about important factors you should consider before
buying the junior subordinated debentures.
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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.

Price to
Underwriting Proceeds, Before Expenses,

Investors(1) Discount

to MetLife, Inc.(2)

Per Junior Subordinated Debenture

99.816 %
1.000 %
98.816 %
Total
$ 1,247,700,000 $ 12,500,000 $
1,235,200,000

(1) Plus accrued interest, if any, from December 21, 2006.

(2) The underwriters will reimburse us for substantially all costs and expenses of this offering. See page S-71 of this prospectus supplement.

The underwriters expect to deliver the junior subordinated 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 December 21, 2006.

Goldman, Sachs & Co.
JPMorgan
Merrill Lynch & Co.

HSBC

Banc of America
Deutsche

Lehman

Morgan

Wachovia
Securities LLC
Bank Securities
Brothers

Stanley

Securities

Guzman &

Ramirez &

Siebert Capital
Toussaint Capital
The Williams
Company

Co., Inc.

Markets

Partners LLC
Capital Group, L.P.

The date of this prospectus supplement is December 14, 2006.
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TABLE OF CONTENTS

Page

Prospectus Supplement
About this Prospectus Supplement
S-3
Summary
S-4
Risk Factors
S-19
Selected Historical Consolidated Financial Information For MetLife
S-26
Ratio of Earnings to Fixed Charges
S-31
Use of Proceeds
S-31
Capitalization
S-32
Description of the Junior Subordinated Debentures
S-33
Description of the Replacement Capital Covenant
S-56
Material United States Federal Income Tax Considerations
S-66
Underwriting
S-70
Offering Restrictions
S-72
Legal Opinions
S-74
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Prospectus
About This Prospectus
1
Where You Can Find More Information

1
Special Note Regarding Forward-Looking Statements
2
MetLife, Inc.
3
The Trusts
3
Use of Proceeds
5
Ratio of Earnings to Fixed Charges

5
Description of Securities
5
Description of Debt Securities
5
Description of Capital Stock
14
Description of Depositary Shares
20
Description of Warrants
22
Description of Purchase Contracts
24
Description of Units
25
Description of Trust Preferred Securities
25
Description of Guarantees
27
Plan of Distribution
30
Legal Opinions
32
Experts
32

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, 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.

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The junior subordinated debentures are offered for sale in those jurisdictions in the United States, Asia, Europe
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 junior subordinated 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 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.

ABOUT THIS PROSPECTUS SUPPLEMENT

You should read this prospectus supplement along with the accompanying prospectus carefully before you
invest in the junior subordinated debentures. Both documents contain important information you should consider
before making your investment decision. This prospectus supplement and the accompanying prospectus contain the
terms of this offering of junior subordinated debentures. The accompanying prospectus contains information about
our securities generally, some of which does not apply to the junior subordinated debentures covered by this
prospectus supplement. This prospectus supplement may add, update or change information in the accompanying
prospectus. If the information in this prospectus supplement is inconsistent with any information in the
accompanying prospectus, the information in this prospectus supplement will apply and will supersede the
inconsistent 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 its direct and
indirect subsidiaries, while references to "MetLife, Inc." or the "Holding Company" refer only to the holding
company on an unconsolidated basis.

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SUMMARY

This summary contains basic information about us and this offering. Because it is a summary, it does not
contain all of the information that you should consider before investing in the junior subordinated debentures.
You should read this entire prospectus supplement and the accompanying prospectus carefully, including the
section entitled "Risk Factors," our financial statements and the notes thereto incorporated by reference into
this prospectus supplement and the accompanying prospectus, before making an investment decision.

MetLife

We are a leading provider of insurance and other financial services to millions of individual and
institutional customers throughout the United States. We offer life insurance, annuities, automobile and
homeowners insurance and retail banking services to individuals, as well as group insurance, reinsurance, and
retirement & savings products and services to corporations and other institutions. Outside the United States,
we have direct insurance operations in the Latin America, Europe and Asia Pacific regions.

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

On July 1, 2005, MetLife, Inc. completed the acquisition of The Travelers Insurance Company, excluding
certain assets, most significantly, Primerica, from Citigroup Inc. ("Citigroup"), and substantially all of
Citigroup's international insurance businesses (collectively, "Travelers") for $12.1 billion. The results of
Travelers' operations were included in our financial statements beginning July 1, 2005. As a result of the
acquisition, our management increased significantly the size and scale of our core insurance and annuity
products and expanded our presence in both the retirement & savings domestic and international markets. The
distribution agreements executed with Citigroup as part of the acquisition provide us with one of the broadest
distribution networks in the industry. The initial consideration paid by the Holding Company for the
acquisition consisted of approximately $10.9 billion in cash and 22,436,617 shares of the Holding Company's
common stock with a market value of approximately $1.0 billion to Citigroup and approximately $100 million
in other transaction costs. Additional consideration of $115 million was paid by the Holding Company to
Citigroup in 2006. In addition to cash on-hand, the purchase price was financed through the issuance of
common stock, debt securities, common equity units and preferred stock.

We divide our business into five operating segments:

·

Institutional (42% of 2005 revenues). Our Institutional segment offers a broad range of group
insurance and retirement & savings products and services to corporations and other institutions.

· Our 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
and dental insurance, and related administrative services. We offer group insurance products as
employer-paid benefits or as voluntary benefits where all or a portion of the premiums are paid by the
employee. We have 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. We distribute our
group insurance products and services through a regional sales force consisting, as of December 31,
2005, of 379 marketing representatives. Voluntary products are sold through the same sales channels,
as well as by specialists for these products.

· Our institutional 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. We distribute retirement & savings products and services
through dedicated sales teams and relationship managers located in 21 offices around the country, as
well as through 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.
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·

Individual (31% of 2005 revenues). Our Individual segment offers a wide variety of protection and
asset accumulation products aimed at serving the financial needs of our individual customers throughout
their entire life cycle. Individual segment products include traditional, universal and variable life
insurance and variable and fixed annuities, as well as disability insurance, long-term care insurance
products, mutual funds and other products offered by our other businesses.

Our 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 channels.

· 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 large middle-income and affluent markets, including multicultural markets, had 5,804
agents under contract in 109 agencies at December 31, 2005. 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 49 general agencies providing support to 2,006 agents
and a network of independent brokers throughout the United States at December 31, 2005.

· The independent distribution group is comprised of three distribution channels, including coverage
and point of sale models for risk-based products, and the annuity model for accumulation-based
products. Both the coverage and point of sale models sell universal life, variable universal life,
traditional life, long-term care and disability income products. The annuity model sells both fixed and
variable annuities, as well as income annuities. As of December 31, 2005, there were 34 regional
coverage wholesalers, 57 regional points of sale wholesalers and 138 regional annuity wholesalers.

·

Auto & Home (7% of 2005 revenues). Our Auto & Home segment offers personal lines property and
casualty insurance directly to employees through employer-sponsored programs, as well as through a
variety of retail distribution channels, including the agency distribution group, independent agents,
property and casualty specialists and direct response marketing.

·

International (8% of 2005 revenues). Our International segment provides life insurance, accident and
health insurance, credit insurance, annuities and retirement & savings products to both individuals and
groups. We focus on emerging markets primarily within the Latin America region, the Asia Pacific
region and Europe. In Latin America, we operate in Mexico and Chile (which together generated
approximately 85% of our 2005 Latin America premiums and fees), as well as Brazil, Argentina and
Uruguay. In the Asia Pacific region we operate in South Korea and Taiwan (which together generated
approximately 91% of our total 2005 Asia Pacific premiums and fees), as well as Australia, Japan, Hong
Kong and China. In Europe, we operate in the United Kingdom and Belgium (which together generated
approximately 75% of our 2005 Europe premiums and fees), as well as Poland and India, whose results
are included in Europe.

·

Reinsurance (10% of 2005 revenues). Our Reinsurance segment is primarily comprised of our interest
in the life reinsurance business of Reinsurance Group of America, Incorporated ("RGA"), a publicly
traded company (New York Stock Exchange: RGA). We owned approximately 53% of RGA's
outstanding common shares at December 31, 2005.

Corporate & Other contains the excess capital not allocated to the operating segments, various start-up
entities, including MetLife Bank, National Association, a national bank, and run-off entities, as well as the
elimination of all intersegment amounts.

For the year ended December 31, 2005, we had total revenue of $44.7 billion and net income of
$4.7 billion. At September 30, 2006, we had cash and invested assets of $327.1 billion, total assets of
$516.2 billion and stockholders' equity of $31.6 billion.

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