Obligation MetLifeCorp 4.75% ( US59156RAX61 ) en USD

MetLifeCorp

100 % ⇌

Etas-Unis

US59156RAX61 ( en USD )

4.75% par an ( paiement semestriel )

07/02/2021 - Obligation échue

Prospectus brochure de l'obligation MetLife Inc US59156RAX61 en USD 4.75%, échue

100 000 USD

1 000 000 000 USD

59156RAX6

N/A

A3 ( Qualité moyenne supérieure )

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.

MetLife Inc. (US59156RAX61, CUSIP 59156RAX6) a remboursé le 07/02/2021 une obligation américaine de 1 000 000 000 USD, à un taux de 4,75%, avec une taille minimale d'achat de 100 000 USD et une fréquence de paiement semestrielle, notée A3 par Moody's, l'obligation ayant été remboursée à son prix nominal de 100%.

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CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)
2.375% Senior Notes due 2014

$ 1,000,000,000

$ 71,300
4.750% Senior Notes due 2021

$ 1,000,000,000

71,300
5.875% Senior Notes due 2041

$ 750,000,000

53,475
Total

$ 2,750,000,000

196,075

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the
"Securities Act").

(2) Pursuant to Rule 457(p) under the Securities Act, the aggregate Registration fee of $196,075 due
with respect to this offering is offset against $179,711 that has already been paid with respect to
unsold securities that were previously registered pursuant to Registration Statement Nos.
333-124358, 333-124358-01 and 333-124358-02 and were not sold thereunder. An additional
registration fee of $16,364 has been paid with respect to this offering. This "Calculation of
Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in
Registration Statement No. 333-147180 on Form S-3.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-147180

Prospectus Supplement
(To Prospectus dated November 6, 2007)

$2,750,000,000

consisting of

$1,000,000,000 2.375% Senior Notes due 2014
$1,000,000,000 4.750% Senior Notes due 2021
$750,000,000 5.875% Senior Notes due 2041

MetLife, Inc. is offering (the "offering") $1,000,000,000 aggregate principal amount of its 2.375% Senior
Notes due 2014 (the "2014 Senior Notes"), $1,000,000,000 aggregate principal amount of its 4.750% Senior
Notes due 2021 (the "2021 Senior Notes") and $750,000,000 aggregate principal amount of its 5.875%
Senior Notes due 2041 (the "2041 Senior Notes," and collectively with the 2014 Senior Notes and the 2021
Senior Notes, the "Fixed Rate Senior Notes"). Interest on each series of the Fixed Rate Senior Notes will
accrue from August 6, 2010. MetLife, Inc. will pay interest on the 2014 Senior Notes and the 2041 Senior
Notes semi-annually in arrears on February 6 and August 6 of each year, beginning on February 6, 2011.
MetLife, Inc. will pay interest on the 2021 Senior Notes semi-annually in arrears on February 8 and August 8
of each year, beginning on February 8, 2011.

Each series of the Fixed Rate Senior Notes will be redeemable at MetLife, Inc.'s option, in whole or in
part, at any time and from time to time at a redemption price equal to the greater of 100% of the principal
amount to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and the
"Make-Whole Redemption Amount" calculated as described in this prospectus supplement. See "Description
of the Fixed Rate Senior Notes -- Optional Redemption." The Fixed Rate Senior Notes will be redeemed by
MetLife, Inc. in certain circumstances as specified in the section entitled "Description of the Fixed Rate
Senior Notes -- Special Mandatory Redemption" in this prospectus supplement.

The Fixed Rate Senior Notes will be unsecured obligations of MetLife, Inc., and each series of the Fixed
Rate Senior Notes will rank equally in right of payment with each other series of the Fixed Rate Senior Notes
and all of MetLife, Inc.'s existing and future unsecured and unsubordinated indebtedness.

In addition to this offering, MetLife, Inc. has offered 75,000,000 shares of its common stock, $0.01 par
value per share, and it is anticipated that MetLife, Inc. will offer certain other senior notes, by means of a
separate prospectus supplement (together, the "additional offerings"). This offering is not conditioned on the
completion of the additional offerings. There can be no assurance that the additional offerings will be
completed.

See "Risk Factors" beginning on page S-22 of this prospectus supplement to read about important factors
you should consider before buying the Fixed Rate Senior Notes.

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.

Per 2014
Per 2021
Per 2041

Senior Note Senior Note Senior Note
Total

Price to the Public (1)
99.867 % 99.975 % 98.494 % $ 2,737,125,000
Underwriting Discount

0.200 %
0.425 %
0.875 % $ 12,812,500
Proceeds, before expenses, to MetLife, Inc.
99.667 % 99.550 % 97.619 % $ 2,724,312,500

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(1) Plus accrued and unpaid interest, if any, from August 6, 2010.

We do not currently intend to list any series of the Fixed Rate Senior Notes on any securities exchange.
Currently, there is no public market for any series of the Fixed Rate Senior Notes.

The underwriters expect to deliver each series of the Fixed Rate Senior Notes, 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 6, 2010.

Joint Book-Running Managers

BofA Merrill LynchCredit SuisseDeutsche Bank SecuritiesHSBCUBS Investment BankWells Fargo Sec

BNP PARIBAS Credit Agricole CIB
RBS
SOCIETE GENERALEPNC Capital Markets LLC
Scotia Capital
Standard Chartered Bank
Nikko Bank (Luxembourg) S.A.
UniCredit Capital Markets
U.S. Bank
ANZ Securities BNY Mellon Capital Markets, LLC
Mitsubishi UFJ SecuritiesLloyds TSB Corporate Markets COMMERZBANK
Raymond James
Santander
Blaylock Robert Van LLCCabrera Capital Markets, LLC Guzman & Company
Ramirez & Co., Inc.Siebert Capital MarketsThe Williams Capital Group, L.P.CastleOak Securities, L.P.
Loop Capital Markets
MFR Securities, Inc.
Toussaint Capital Partners, LLC

Prospectus Supplement dated August 3, 2010.
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TABLE OF CONTENTS

Page

Prospectus Supplement
About This Prospectus Supplement
S-3
Where You Can Find More Information
S-3
Special Note Regarding Forward-Looking Statements
S-5
Note Regarding Reliance on Statements in Our Contracts
S-7
Summary
S-8
Risk Factors
S-22
Selected Historical Consolidated Financial Information for MetLife
S-62
Ratio of Earnings to Fixed Charges
S-65
Use of Proceeds
S-66
Capitalization
S-67
Description of the Fixed Rate Senior Notes
S-68
Proposed Acquisition of the Alico Business
S-75
Certain U. S. Federal Income Tax Considerations
S-85
Underwriting
S-89
Legal Opinions
S-94
Experts
S-95

Prospectus

About This Prospectus
1
Risk Factors
1
Special Note Regarding Forward-Looking Statements
1
Where You Can Find More Information
2
MetLife, Inc.
3
The Trusts
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
5
Description of Securities
5
Description of Debt Securities
6
Description of Capital Stock
15
Description of Depositary Shares
21
Description of Warrants
23
Description of Purchase Contracts
24
Description of Units
25
Description of Trust Preferred Securities
26
Description of Guarantees
28
Plan of Distribution
31
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. MetLife's business,
financial condition, results of operations and prospects may have changed since those dates.

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The Fixed Rate Senior Notes 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 Fixed Rate 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 "Underwriting" in this prospectus supplement.

ABOUT THIS PROSPECTUS SUPPLEMENT

You should read this prospectus supplement along with the accompanying prospectus carefully
before investing in the Fixed Rate Senior Notes. This prospectus supplement and the accompanying
prospectus contain the terms of the Fixed Rate 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.

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 this prospectus supplement and 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.

WHERE YOU CAN FIND MORE INFORMATION

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

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

· Annual Report on Form 10-K for the year ended December 31, 2009 (the "2009 Form 10-K");

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (the
"Second Quarter Form 10-Q");

· Definitive Proxy Statement filed on March 23, 2010; and
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· Current Reports on Form 8-K filed on January 29, 2010, February 22, 2010, March 5, 2010,
March 11, 2010, April 13, 2010, May 3, 2010, May 7, 2010, May 17, 2010 and August 2, 2010.

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

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

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Any or all forward-looking statements may turn out to be wrong. They can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be
important in determining MetLife's actual future results. These statements are based on current
expectations and the current economic environment. They involve a number of risks and uncertainties
that are difficult to predict. These statements are not guarantees of future performance. Actual results
could differ materially from those expressed or implied in the forward-looking statements. Risks,
uncertainties, and other factors that might cause such differences include the risks, uncertainties and
other factors identified in MetLife, Inc.'s filings with the SEC. These factors include: (1) any delay or
failure to complete the Acquisition (as defined herein) of the Alico Business (as defined herein);
(2) the imposition of onerous conditions following the Acquisition; (3) difficulties in integrating the
Alico Business; (4) uncertainty with respect to the outcome of the closing agreement entered into
between ALICO (as defined herein) and the United States Internal Revenue Service ("IRS") in
connection with the Acquisition; (5) uncertainty with respect to the making of 338 Elections (as
defined herein) and any benefits therefrom; (6) an inability to manage the growth of the Alico
Business; (7) a write down of the goodwill established in connection with the Acquisition;
(8) exchange rate fluctuations; (9) an inability to predict the financial impact of the Acquisition on
MetLife's business and financial results; (10) events relating to AIG (as defined herein) that could
adversely affect the Alico Business or MetLife; (11) the dilutive impact on MetLife, Inc.'s
stockholders resulting from the issuance of equity securities to ALICO Holdings (as defined herein) in
connection with the Acquisition; (12) a decrease in MetLife, Inc.'s stock price as a result of ALICO
Holdings' ability to sell its equity securities; (13) the conditional payment obligation of approximately
$300 million to ALICO Holdings if the conversion of the Series B Preferred Stock (as defined herein)
into MetLife, Inc.'s common stock is not approved; (14) change of control provisions in the Alico
Business' agreements; (15) effects of guarantees within certain of the Alico Business' variable life and
annuity products; (16) regulatory action in the financial services industry affecting the combined
business; (17) financial instability in Europe and possible write downs of sovereign debt of European
nations; (18) difficult conditions in the global capital markets; (19) increased volatility and disruption
of the capital and credit markets, which may affect MetLife's ability to seek financing or access its
credit facilities; (20) uncertainty about the effectiveness of the U.S. government's programs to
stabilize the financial system, the imposition of fees relating thereto, or the promulgation of additional
regulations; (21) impact of comprehensive financial services regulation reform on MetLife;
(22) exposure to financial and capital market risk; (23) changes in general economic conditions,
including the performance of financial markets and interest rates, which may affect MetLife's ability
to raise capital, generate fee income and market-related revenue and finance statutory reserve
requirements and may require MetLife to pledge collateral or make payments related to declines in
value of specified assets; (24) potential liquidity and other risks resulting from MetLife's participation
in a securities lending program and other transactions; (25) investment losses and defaults, and
changes to investment valuations; (26) impairments of goodwill and realized losses or market value
impairments to illiquid assets; (27) defaults on MetLife's mortgage loans; (28) the impairment of other
financial institutions; (29) MetLife's ability to address unforeseen liabilities, asset impairments or
rating actions arising from any future acquisitions, including the Acquisition, and to successfully
integrate acquired businesses with minimal disruption; (30) economic, political, currency and other
risks relating to MetLife's international operations; (31) 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; (32) downgrades in
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MetLife, Inc.'s and its affiliates' claims paying ability, financial strength or credit ratings;
(33) ineffectiveness of risk management policies and procedures; (34) availability and effectiveness of
reinsurance or indemnification arrangements, as well as default or failure of counterparties to perform;
(35) discrepancies between actual claims experience and assumptions used in setting

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