10-K

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

          
 (Mark One)
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934



               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005



                                   OR



    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934



             FOR THE TRANSITION PERIOD FROM           TO



                        COMMISSION FILE NUMBER 001-15787

                                 METLIFE, INC.
             (Exact name of registrant as specified in its charter)

                                                   
                      DELAWARE                                             13-4075851
           (State or other jurisdiction of                              (I.R.S. Employer
           incorporation or organization)                              Identification No.)



                                200 PARK AVENUE
                         NEW YORK, NEW YORK 10166-0188
                                 (212) 578-2211
   (Address and telephone number of registrant's principal executive offices)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



                    TITLE OF EACH CLASS                      NAME OF EACH EXCHANGE ON WHICH REGISTERED
                    -------------------                      -----------------------------------------
                                                          
               Common Stock, par value $0.01                         New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par          New York Stock Exchange
                         value $0.01
 6.50% Non-Cumulative Preferred Stock, Series B, par value           New York Stock Exchange
                            $0.01
                 6.375% Common Equity Units                          New York Stock Exchange
                    5.875% Senior Notes                              New York Stock Exchange
                    5.375% Senior Notes                                Irish Stock Exchange
                     5.25% Senior Notes                                Irish Stock Exchange


       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

    Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes [X]    No [ ]

    Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.  Yes [ ]    No [X]

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]    No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [X]

    Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

                                                                            
      Large accelerated filer [X]                 Accelerated filer [ ]                  Non-accelerated filer [ ]



    Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).  Yes [ ]    No [X]

    The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of June 30, 2005 was approximately $33
billion. As of February 24, 2006, 757,959,631 shares of the registrant's Common
Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

    THE INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO PART OF ITEM 10, ITEM
11, PART OF ITEM 12, AND ITEMS 13 AND 14 OF PART III OF THIS FORM 10-K IS SET
FORTH IN, AND IS HEREBY INCORPORATED BY REFERENCE HEREIN FROM, THE REGISTRANT'S
DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 25, 2006, TO BE FILED BY THE REGISTRANT WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO REGULATION 14A NOT LATER THAN 120 DAYS AFTER THE YEAR
ENDED DECEMBER 31, 2005.

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                               TABLE OF CONTENTS



                                                                         PAGE
                                                                        NUMBER
                                                                        ------
                                                                  
                                    PART I
Item 1.   Business....................................................      3
Item 1A.  Risk Factors................................................     27
Item 1B.  Unresolved Staff Comments...................................     42
Item 2.   Properties..................................................     42
Item 3.   Legal Proceedings...........................................     42
Item 4.   Submission of Matters to a Vote of Security Holders.........     51

                                   PART II
Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities...........     52
Item 6.   Selected Financial Data.....................................     54
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................     58
Item 7A.  Quantitative and Qualitative Disclosures About Market
          Risk........................................................    138
Item 8.   Financial Statements and Supplementary Data.................    144
Item 9.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure....................................    145
Item 9A.  Controls and Procedures.....................................    145
Item 9B.  Other Information...........................................    147

                                   PART III
Item 10.  Directors and Executive Officers of the Registrant..........    149
Item 11.  Executive Compensation......................................    149
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters..................    149
Item 13.  Certain Relationships and Related Transactions..............    151
Item 14.  Principal Accountant Fees and Services......................    151

                                   PART IV
Item 15.  Exhibits and Financial Statement Schedules..................    152

SIGNATURES............................................................    153

EXHIBIT INDEX.........................................................    E-1



NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-K, including the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains statements
which constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements relating to
trends in the operations and financial results and the business and the products
of MetLife, Inc. and its subsidiaries, as well as other statements including
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend"
and other similar expressions. Forward-looking statements are made based upon
management's current expectations and beliefs concerning future developments and
their potential effects on MetLife, Inc. and its subsidiaries. Such
forward-looking statements are not guarantees of future performance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

                                        2


                                     PART I

ITEM 1.  BUSINESS

     As used in this Form 10-K, "MetLife," the "Company," "we," "our" and "us"
refer to MetLife, Inc., a Delaware corporation incorporated in 1999 (the
"Holding Company"), and its subsidiaries, including Metropolitan Life Insurance
Company ("Metropolitan Life").

     MetLife, Inc. is a leading provider of insurance and other financial
services to millions of individual and institutional customers throughout the
United States. Through its subsidiaries and affiliates, MetLife, Inc. offers
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, the MetLife companies have direct
insurance operations in Asia Pacific, Latin America and Europe.

     MetLife is one of the largest insurance and financial services companies in
the United States. The Company's franchises and brand names uniquely position it
to be the preeminent provider of protection and savings and investment products
in the United States. In addition, MetLife's international operations are
focused on markets where the demand for insurance and savings and investment
products is expected to grow rapidly in the future.

     MetLife's well-recognized brand names, leading market positions,
competitive and innovative product offerings and financial strength and
expertise should help drive future growth and enhance shareholder value,
building on a long history of fairness, honesty and integrity.

     Over the course of the next several years, MetLife will pursue the
following specific strategies to achieve its goals:

     - Build on widely recognized brand names

     - Capitalize on a large customer base

     - Enhance capital efficiency

     - Expand distribution channels

     - Continue to introduce innovative and competitive products

     - Focus on international operations

     - Maintain balanced focus on asset accumulation and protection products

     - Manage operating expenses commensurate with revenue growth

     - Further commitment to a diverse workplace

     MetLife is organized into five operating segments: Institutional,
Individual, Auto & Home, International and Reinsurance, as well as Corporate &
Other. Revenues derived from any customer within each of these segments did not
exceed 10% of consolidated revenues. Financial information, including revenues,
expenses, income and loss, and total assets by segment, is provided in Note 18
of Notes to Consolidated Financial Statements.

     On July 1, 2005, the Holding Company completed the acquisition of The
Travelers Insurance Company ("TIC"), excluding certain assets, most
significantly, Primerica, from Citigroup Inc. ("Citigroup"), and substantially
all of Citigroup's international insurance businesses (collectively,
"Travelers"), for $12.0 billion. The results of Travelers' operations were
included in the Company's consolidated financial statements beginning July 1,
2005. As a result of the acquisition, management of the Company increased
significantly the size and scale of the Company's core insurance and annuity
products and expanded the Company's presence in both the retirement & savings
domestic and international markets. The distribution agreements executed with
Citigroup as part of the acquisition will provide the Company with one of the
broadest distribution networks in the industry. Consideration paid by the
Holding Company for the purchase consisted of approximately

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$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. Consideration paid to
Citigroup will be finalized subject to review of the June 30, 2005 financial
statements of Travelers by both the Company and Citigroup and interpretation of
the provisions of the acquisition agreement by both parties. In addition to cash
on-hand, the purchase price was financed through the issuance of common stock as
described above, debt securities, common equity units and preferred shares.

INSTITUTIONAL

     The Company's Institutional segment offers a broad range of group insurance
and retirement & savings products and services to corporations and other
institutions and their respective employees. The Company has built a leading
position in the U.S. group insurance market through long-standing relationships
with many of the largest corporate employers in the United States.

     Group insurance products and services include group life insurance,
non-medical health insurance products and related administrative services, as
well as other benefits, such as employer-sponsored auto and homeowners insurance
provided through the Auto & Home segment, critical illness insurance and prepaid
legal services plans. Non-medical health insurance is comprised of products such
as accidental death and dismemberment, long-term care, short- and long-term
disability and dental insurance. The Company offers group insurance products as
employer-paid benefits or as voluntary benefits where all or a portion of the
premiums are paid by the employee. Revenues applicable to these group insurance
products and services were $13 billion in 2005, representing 29% of the
Company's total revenues in 2005.

     The Company's retirement & savings products and services include an array
of annuity and investment products, as well as bundled administrative and
investment services sold to sponsors of small and mid-sized 401(k) and other
defined contribution plans, 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. Revenues
applicable to the Company's retirement & savings products were $6 billion in
2005, representing 13% of the Company's total revenues in 2005.

  MARKETING AND DISTRIBUTION

     Institutional markets its products and services through sales forces,
comprised of MetLife employees, for both its group insurance and retirement &
savings lines.

     The Company distributes its group insurance products and services through a
regional sales force that is segmented by the size of the target customer.
Marketing representatives sell either directly to corporate and other
institutional customers or through an intermediary, such as a broker or a
consultant. Voluntary products are sold through the same sales channels, as well
as by specialists for these products. Employers have been emphasizing such
voluntary products and, as a result, the Company has increased its focus on
communicating and marketing to such employees in order to further foster sales
of those products. As of December 31, 2005, the group insurance sales channels
had approximately 379 marketing representatives.

     The Company's retirement & savings organization markets retirement,
savings, investment and payout annuity products and services to sponsors and
advisors of benefit plans of all sizes. These products and services are offered
to private and public pension plans, collective bargaining units, nonprofit
organizations, recipients of structured settlements and the current and retired
members of these and other institutions.

     The Company distributes retirement & savings products and services through
dedicated sales teams and relationship managers located in 21 offices around the
country. In addition, the retirement & savings organization works with the
distribution channels in the Individual segment and in the group insurance area
to better reach and service customers, brokers, consultants and other
intermediaries.

     The Company has entered into several joint ventures and other arrangements
with third parties to expand the marketing and distribution opportunities of
institutional products and services. The Company also seeks to sell its
institutional products and services through sponsoring organizations and
affinity groups. For example, the Company is a preferred provider of long-term
care products for the American Association of Retired

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Persons and the National Long-Term Care Coalition, a group of some of the
nation's largest employers. In addition, the Company, together with John Hancock
Financial Services, Inc., a wholly-owned subsidiary of Manu life Financial, is a
provider for the Federal Long-Term Care Insurance program. The program,
available to most federal employees and their families, is the largest
employer-sponsored long-term care insurance program in the country based on the
number of enrollees.

  GROUP INSURANCE PRODUCTS AND SERVICES

     The Company's group insurance products and services include:

          Group life.  Group life insurance products and services include group
     term life (both employer paid basic life and employee paid supplemental
     life), group universal life, group variable universal life, dependent life
     and survivor income benefits. These products and services are offered as
     standard products or may be tailored to meet specific customer needs. This
     category also includes specialized life insurance products designed
     specifically to provide solutions for non-qualified benefit and retiree
     benefit funding purposes.

          Non-medical health.  Non-medical health insurance consists of short
     and long-term disability, disability income, critical illness, long-term
     care, dental and accidental death and dismemberment coverages. The Company
     also sells excess risk and administrative services-only arrangements to
     some employers.

          Other products and services.  Other products and services include
     employer-sponsored auto and homeowners insurance provided through the Auto
     & Home segment and prepaid legal plans.

  RETIREMENT & SAVINGS PRODUCTS AND SERVICES

     The Company's retirement & savings products and services include:

          Guaranteed interest and stable value products.  The Company offers
     guaranteed interest contracts ("GICs"), including separate account GICs,
     funding agreements and similar products.

          Accumulation and income products.  The Company also sells fixed and
     variable annuity products, generally in connection with defined
     contribution plans, the termination of pension plans or the funding of
     structured settlements.

          Defined contribution plan services.  The Company provides full service
     defined contribution programs to small- and mid-sized companies.

          Other retirement & savings products and services.  Other retirement &
     savings products and services include separate account contracts for the
     investment management of defined benefit and defined contribution plans on
     behalf of corporations and other institutions.

INDIVIDUAL

     The Company's Individual segment offers a wide variety of protection and
asset accumulation products aimed at serving the financial needs of its
customers throughout their entire life cycle. Products offered by Individual
include insurance products, such as traditional, universal and variable life
insurance, and variable and fixed annuities. In addition, Individual sales
representatives distribute disability insurance and long-term care insurance
products offered through the Institutional segment, investment products such as
mutual funds, as well as other products offered by the Company's other
businesses. Individual's principal distribution channels are the Agency
Distribution Group and the Independent Distribution Group. Individual also
distributes products through several additional affiliated distribution
channels, including Walnut Street Securities, MetLife Resources, Tower Square
Securities and Texas Life. In total, Individual had approximately 11,500 active
sales representatives at December 31, 2005.

     The Company's broadly recognized brand names and strong distribution
channels have allowed it to become the second largest provider of individual
life insurance and annuities in the United States, with

                                        5


$17 billion of total statutory individual life and annuity premiums and deposits
through September 30, 2005, the latest period for which OneSource, a database
that aggregates U.S. insurance company statutory financial statements, is
available. According to research performed by the Life Insurance Marketing and
Research Association ("LIMRA"), based on sales through December 31, 2005, the
Company was the second largest issuer of individual variable life insurance in
the United States and the largest issuer of all individual life insurance
products in the United States. In addition, according to research done by LIMRA
and based on new annuity deposits through December 31, 2005, the Company was the
second largest annuity writer in the United States.

     During the period from 2001 to 2005, the Company's first year statutory
deposits for life products increased at a compound annual growth rate of
approximately 9%. Life deposits represented approximately 31% of total statutory
premiums and deposits for Individual in 2005. During the same period from 2001
to 2005, the statutory deposits for annuity products increased at a compound
annual growth rate of approximately 21%. Annuity deposits represented
approximately 69% of total statutory premiums and deposits for Individual in
2005. Individual had $14 billion of total revenues, or 31% of the Company's
total revenues in 2005.

  MARKETING AND DISTRIBUTION

     The Company's Individual segment targets the large middle-income market, as
well as affluent individuals, owners of small businesses and executives of
small- to medium-sized companies. The Company has been successful in selling its
products in various multicultural markets. Individual products are distributed
nationwide through multiple channels, with the primary distribution systems
being the Agency Distribution Group and the Independent Distribution Group.

     Agency Distribution Group.  The Agency Distribution Group is comprised of
two channels, the MetLife Distribution Channel, a career agency system, and the
New England Financial Distribution Channel, a general agency system.

          MetLife Distribution Channel.  The MetLife Distribution Channel had
     5,804 agents under contract in 109 agencies at December 31, 2005. The
     career agency sales force focuses on the large middle-income and affluent
     markets, including multicultural markets. The Company supports its efforts
     in multicultural markets through targeted advertising, specially trained
     agents and sales literature written in various languages. Multicultural
     markets represented 33% of the MetLife Distribution Channel's individual
     life sales in 2005. The average face amount of a life insurance policy sold
     through the MetLife Distribution Channel in 2005 was approximately
     $290,000.

          Agents in the career agency system are full-time MetLife common law
     and/or statutory employees who are compensated primarily based upon sales
     which is in compliance with the limitations imposed by New York State
     Insurance Law Section 4228. These career agents are also eligible to
     receive certain benefits. Agents in the career agency system are not
     authorized to sell other insurers' products without the Company's approval.
     At December 31, 2005, 92% of the agents in the career agency sales force
     were licensed to sell one or more of the following products: variable life
     insurance, variable annuities and mutual funds.

          From 2004 through 2005, the number of agents under contract in the
     MetLife Distribution Channel's career agency sales force increased from
     5,597 to 5,804. The increase in the number of agents is due to improving
     retention, which in-turn drives increased productivity. From 2001 through
     2005, the career agency system increased productivity, with net sales
     credits per agent, an industry measure for agent productivity, growing at a
     compound annual rate of 5%.

          New England Financial Distribution Channel.  The New England Financial
     Distribution Channel targets high net-worth individuals, owners of small
     businesses and executives of small- to medium-sized companies. The average
     face amount of a life insurance policy sold through the New England
     Financial Distribution Channel in 2005 was approximately $520,000.

          At December 31, 2005, the New England Financial Distribution Channel
     included 49 general agencies providing support to 2,006 agents and a
     network of independent brokers throughout the United
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     States. The compensation of agents who are independent contractors and
     general agents who have exclusive contracts with New England Financial is
     based on sales, although general agents are also provided with an allowance
     for benefits and other expenses. At December 31, 2005, 93% of New England
     Financial's agents were licensed to sell one or more of the following
     products: variable life insurance, variable annuities and mutual funds.

     Independent Distribution Group.  During 2005, the Independent Distribution
Group was expanded to include Travelers distribution, as well as General
American Financial and the MetLife Investors Group. Within the Independent
Distribution Group there are three distribution channels, including the 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. Management of the Company intends to
continue to grow existing distribution relationships and acquire new
relationships in the Coverage, Point of Sale and Annuity Models by capitalizing
on an experienced management team, leveraging the MetLife brand and resources,
and developing high service, low cost operations while continuing the
distribution of other MetLife products.

          Coverage Model.  The Coverage wholesalers sell universal life,
     variable universal life, traditional life, long-term care and disability
     insurance products and related financial services to high net worth
     individuals and small- to medium-sized businesses through independent
     general agencies, financial advisors, consultants, brokerage general
     agencies and other independent marketing organizations under contractual
     arrangements. These agencies and individuals are independent contractors
     who are generally responsible for the expenses of operating their agencies,
     including office and overhead expenses, and the recruiting, selection,
     contracting, training, and development of agents and brokers in their
     agencies. The wholesalers direct sales and recruiting efforts from a
     nationwide network of regional offices. As of December 31, 2005, there were
     34 regional Coverage wholesalers.

          Point of Sale Model.  The Point of Sale wholesalers sell universal
     life, variable universal life, traditional life, long-term care and
     disability income products through financial intermediaries, including
     regional broker/dealers, brokerage firms, financial planners and banks. As
     of December 31, 2005, there were 57 regional Point of Sale wholesalers.

          Annuity Model.  The Annuity wholesalers sell individual fixed and
     variable annuities, as well as income annuity products through financial
     intermediaries, including regional broker/dealers, New York Stock Exchange
     brokerage firms, financial planners and banks. As of December 31, 2005,
     there were 138 regional Annuity wholesalers.

     Additional distribution channels.  The Individual segment also distributes
the Company's individual insurance and investment products through several
additional affiliated distribution channels, including Walnut Street Securities,
MetLife Resources, Tower Square Securities and Texas Life.

          Walnut Street Securities.  Walnut Street Securities, Inc., a
     subsidiary of MetLife, Inc., is an affiliated broker/dealer that markets
     variable life insurance and variable annuity products, as well as mutual
     funds and other securities, through 1,047 independent registered
     representatives.

          MetLife Resources.  MetLife Resources, a division of MetLife, markets
     retirement, annuity and other financial products on a national basis
     through 794 agents and independent brokers. MetLife Resources targets the
     nonprofit, educational and healthcare markets.

          Tower Square Securities.  Tower Square Securities, Inc., a subsidiary
     of MetLife, Inc., is an affiliated broker/dealer that markets variable life
     insurance and variable annuity products, as well as mutual funds and other
     securities, through 629 independent registered representatives.

          Texas Life.  Texas Life Insurance Company, a subsidiary of MetLife,
     Inc., markets whole life and universal life insurance products under the
     Texas Life name through approximately 1,330 active independent insurance
     brokers. These brokers are independent contractors who sell insurance for
     Texas Life on a nonexclusive basis. A number of MetLife career agents also
     market Texas Life products. Texas

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     Life sells universal life insurance policies with low cash values that are
     marketed through the use of brochures, as well as payroll deduction life
     insurance products.

  PRODUCTS

     The Company offers a wide variety of individual insurance, as well as
annuities and investment-type products aimed at serving its customers' financial
needs throughout their entire life cycle.

  INSURANCE PRODUCTS

     The Company's individual insurance products include variable life products,
universal life products, traditional life products, including whole life and
term life, and other individual products, including individual disability and
long-term care insurance.

     The Company continually reviews and updates its products. It has introduced
new products and features designed to increase the competitiveness of its
portfolio and the flexibility of its products to meet the broad range of asset
accumulation, life-cycle protection and distribution needs of its customers.
Some of these updates have included new universal life policies and updated
variable universal life products.

     Variable life.  Variable life products provide insurance coverage through a
contract that gives the policyholder flexibility in investment choices and,
depending on the product, in premium payments and coverage amounts, with certain
guarantees. Most importantly, with variable life products, premiums and account
balances can be directed by the policyholder into a variety of separate accounts
or directed to the Company's general account. In the separate accounts, the
policyholder bears the entire risk of the investment results. The Company
collects specified fees for the management of these various investment accounts
and any net return is credited directly to the policyholder's account. In some
instances, third-party money management firms manage investment accounts that
support variable insurance products. With some products, by maintaining a
certain premium level, policyholders may have the advantage of various
guarantees that may protect the death benefit from adverse investment
experience.

     Universal life.  Universal life products provide insurance coverage on the
same basis as variable life, except that premiums, and the resulting accumulated
balances, are allocated only to the MetLife general account. Universal life
products may allow the insured to increase or decrease the amount of death
benefit coverage over the term of the contract and the owner to adjust the
frequency and amount of premium payments. The Company credits premiums to an
account maintained for the policyholder. Premiums are credited net of specified
expenses and interest, at interest rates it determines, subject to specified
minimums. Specific charges are made against the policyholder's account for the
cost of insurance protection and for expenses. With some products, by
maintaining a certain premium level, policyholders may have the advantage of
various guarantees that may protect the death benefit from adverse investment
experience.

     Whole life.  Whole life products provide a guaranteed benefit upon the
death of the insured in return for the periodic payment of a fixed premium over
a predetermined period. Premium payments may be required for the entire life of
the contract period, to a specified age or period, and may be level or change in
accordance with a predetermined schedule. Whole life insurance includes policies
that provide a participation feature in the form of dividends. Policyholders may
receive dividends in cash or apply them to increase death benefits, increase
cash values available upon surrender or reduce the premiums required to maintain
the contract in-force. Because the use of dividends is specified by the
policyholder, this group of products provides significant flexibility to
individuals to tailor the product to suit their specific needs and
circumstances, while at the same time providing guaranteed benefits.

     Term life.  Term life provides a guaranteed benefit upon the death of the
insured for a specified time period in return for the periodic payment of
premiums. Specified coverage periods range from one year to 20 years, but in no
event are they longer than the period over which premiums are paid. Death
benefits may be level over the period or decreasing. Decreasing coverage is used
principally to provide for loan repayment in the event of death. Premiums may be
guaranteed at a level amount for the coverage period or may be non-level and
non-guaranteed. Term insurance products are sometimes referred to as pure
protection products, in

                                        8


that there are typically no savings or investment elements. Term contracts
expire without value at the end of the coverage period when the insured party is
still living.

     Other individual products.  Individual disability products provide a
benefit in the event of the disability of the insured. In most instances, this
benefit is in the form of monthly income paid until the insured reaches age 65.
In addition to income replacement, the product may be used to provide for the
payment of business overhead expenses for disabled business owners or mortgage
payment protection.

     The Company's long-term care insurance provides a fixed benefit for certain
costs associated with nursing home care and other services that may be provided
to individuals unable to perform certain activities of daily living.

     In addition to these products, the Company's Individual segment supports a
group of low face amount life insurance policies, known as industrial policies,
that its agents sold until 1964.

  ANNUITIES AND INVESTMENT PRODUCTS

     The Company offers a variety of individual annuities and investment
products, including variable and fixed annuities, and mutual funds and
securities.

     Variable annuities.  The Company offers variable annuities for both asset
accumulation and asset distribution needs. Variable annuities allow the
contractholder to make deposits into various investment accounts, as determined
by the contractholder. The investment accounts are separate accounts and risks
associated with such investments are borne entirely by the contractholder. In
certain variable annuity products, contractholders may also choose to allocate
all or a portion of their account to the Company's general account and are
credited with interest at rates the Company determines, subject to certain
minimums. In addition, contractholders may also elect certain minimum death
benefit and minimum living benefit guarantees for which additional fees are
charged.

     Fixed annuities.  Fixed annuities are used for both asset accumulation and
asset distribution needs. Fixed annuities do not allow the same investment
flexibility provided by variable annuities, but provide guarantees related to
the preservation of principal and interest credited. Deposits made into deferred
annuity contracts are allocated to the general account and are credited with
interest at rates the Company determines, subject to certain minimums. Credited
interest rates are guaranteed not to change for certain limited periods of time,
ranging from one to ten years. Fixed income annuities provide a guaranteed
monthly income for a specified period of years and/or for the life of the
annuitant.

     Mutual funds and securities.  The Company, through its broker-dealer
affiliates, offers a full range of mutual funds and other securities products.

AUTO & HOME

     Auto & Home, operating through Metropolitan Property and Casualty Insurance
Company ("MPC") and its subsidiaries, offers personal lines property and
casualty insurance directly to employees at their employer's worksite, 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. Auto & Home primarily sells auto insurance, which
represented 72.9% of Auto & Home's total net premiums earned in 2005, and
homeowners insurance, which represented 27.1% of Auto & Home's total net
premiums earned in 2005.

  PRODUCTS

     Auto & Home's insurance products include:

     - auto, including both standard and non-standard private passenger;

     - homeowners, renters, condominium and dwelling; and

                                        9


     - other personal lines, including personal excess liability (protection
       against losses in excess of amounts covered by other liability insurance
       policies), recreational vehicles and boat owners.

     Auto coverages.  Auto insurance policies include coverages for private
passenger automobiles, utility automobiles and vans, motorcycles, motor homes,
antique or classic automobiles and trailers. Auto & Home offers traditional
coverages such as liability, uninsured motorist, no fault or personal injury
protection and collision and comprehensive coverages. Auto & Home also offers
non-standard auto insurance, which accounted for approximately $63 million in
net premiums earned in 2005 and represented approximately 3.0% of total auto net
premiums earned in 2005.

     Homeowners coverages.  Homeowners insurance provides protection for
homeowners, renters, condominium owners and residential landlords against losses
arising out of damage to dwellings and contents from a wide variety of perils,
as well as coverage for liability arising from ownership or occupancy.

     Traditional insurance policies for dwellings represent the majority of Auto
& Home's homeowners policies providing protection for loss on a "replacement
cost" basis. These policies provide additional coverage for reasonable, normal
living expenses incurred by policyholders that have been displaced from their
homes.

  MARKETING AND DISTRIBUTION

     Personal lines auto and homeowners insurance products are directly marketed
to employees at their employer's worksite. Auto & Home products are also
marketed and sold by the Agency Distribution Group, independent agents, property
and casualty specialists and through a direct response channel.

  EMPLOYER WORKSITE PROGRAMS

     Auto & Home is a leading provider of auto and homeowners products offered
to employees at their employer's worksite. Net premiums earned through this
distribution channel grew at a compound annual rate of 7.7%, from $734 million
in 2001 to $986 million in 2005. At December 31, 2005, approximately 1,900
employers offered MetLife Auto & Home products to their employees.

     Institutional marketing representatives market the Auto & Home program to
employers through a variety of means, including broker referrals and
cross-selling to MetLife group customers. Once permitted by the employer,
MetLife commences marketing efforts to employees. Employees who are interested
in the auto and homeowners products can call a toll-free number to request a
quote, to purchase coverage and to request payroll deduction over the telephone.
Auto & Home has also developed proprietary software that permits an employee in
most states to obtain a quote for auto insurance through Auto & Home's Internet
website.

  RETAIL DISTRIBUTION CHANNELS

     The Company markets and sells Auto & Home products through the Agency
Distribution Group, independent agents, property and casualty specialists and
through a direct response channel. In recent years, the Company has increased
its use of independent agents and property and casualty specialists to sell
these products.

     Agency Distribution Group career agency system.  The Agency Distribution
Group career agency system has approximately 1,500 agents that sell Auto & Home
insurance products.

     Independent agencies.  At December 31, 2005, Auto & Home maintained
contracts with more than 3,900 agencies and brokers.

     Property and casualty specialists.  Auto & Home has 682 specialists located
in 35 states. Auto & Home's strategy is to utilize property and casualty
specialists, who are Auto & Home employees, in geographic markets that are
underserved by MetLife career agents.

     Other distribution channels.  Auto & Home also utilizes a direct response
marketing channel which permits sales to be generated through sources such as
target mailings, career agent referrals and the Internet.

                                        10


     In 2005, Auto & Home's business was mostly concentrated in the following
states, as measured by net premiums earned: New York $385 million, or 13.2%;
Massachusetts $367 million, or 12.6%; Illinois $200 million, or 6.9%; Florida
$187 million, or 6.4%; Connecticut $131 million, or 4.5%; and Minnesota $121
million, or 4.2%.

  CLAIMS

     Auto & Home's claims department includes approximately 2,200 employees
located in Auto & Home's Warwick, Rhode Island home office, 12 field claim
offices, six in-house counsel offices, drive-in inspection sites and other sites
throughout the United States. These employees include claim adjusters,
appraisers, attorneys, managers, medical specialists, investigators, customer
service representatives, claim financial analysts and support staff. Claim
adjusters, representing the majority of employees, investigate, evaluate and
settle over 700,000 claims annually, principally by telephone.

INTERNATIONAL

     International provides life insurance, accident and health insurance,
credit insurance, annuities and retirement & savings products to both
individuals and groups. The Company focuses on emerging markets primarily within
the Latin America region, the Asia Pacific region and Europe. The Company
operates in international markets through subsidiaries and joint ventures. The
acquisition of Travelers added operations in the following new markets:
Australia, Belgium, Japan, Poland and the United Kingdom, as well as operations
in Argentina, Brazil, Hong Kong, Japan and China. See "Quantitative and
Qualitative Disclosures About Market Risk."

  LATIN AMERICA

     The Company operates in the Latin America region in the following
countries: Mexico, Chile, Brazil, Argentina and Uruguay. The operations in
Mexico and Chile represented approximately 85% of the total premiums and fees in
this region for the year ended December 31, 2005. The Mexican operation is the
leading life insurance company in both the individual and group businesses in
Mexico. The Chilean operation is the third largest annuity company in Chile,
based on market share. The Chilean operation also offers individual life
insurance and group insurance products.

  ASIA PACIFIC

     The Company operates in the Asia Pacific region in the following countries:
South Korea, Taiwan, Australia, Japan, Hong Kong and China. The operations in
South Korea and Taiwan represented approximately 91% of the total premiums and
fees in this region for the year ended December 31, 2005. The South Korean
operation offers individual life insurance, annuities, retirement & savings and
non-medical health products, as well as group life and retirement products. The
Taiwanese operation offers individual life, accident and health, and personal
travel insurance products, annuities, as well as group life and group accident
and health insurance products.

  EUROPE

     The Company operates in Europe in the following countries: United Kingdom,
Belgium and Poland. The results of the Company's operations in India are also
included in this region. The operations in United Kingdom and Belgium
represented approximately 75% of the total premiums and fees in this region for
the year ended December 31, 2005. The United Kingdom operation underwrites risk
in its home market and 12 other countries across Europe, offering credit
insurance and personal accident coverage. The Belgian operation offers credit
insurance, endowment insurance and group insurance.

REINSURANCE

     The Company's Reinsurance segment is comprised of the life reinsurance
business of Reinsurance Group of America, Incorporated ("RGA"), a publicly
traded company (NYSE: RGA). On December 12, 2005,
                                        11


RGA repurchased 1.6 million shares of its outstanding common stock at an
aggregate price of approximately $76 million under an accelerated share
repurchase agreement with a major bank. The bank borrowed the stock sold to RGA
from third parties and is purchasing the shares in the open market over the
subsequent few months to return to the lenders. RGA will either pay or receive
an amount based on the actual amount paid by the bank to purchase the shares.
These repurchases resulted in an increase in the Company's ownership percentage
of RGA to approximately to 53% at December 31, 2005 from approximately 52% at
December 31, 2004. In February 2006, the final purchase price was determined
resulting in a cash settlement substantially equal to the aggregate cost. RGA
recorded the initial repurchase of shares as treasury stock and recorded the
amount received as an adjustment to the cost of the treasury stock.

     RGA's operations in North America are its largest and include operations of
its Canadian and U.S. subsidiaries. In addition to these operations, RGA has
subsidiary companies, branch offices, or representative offices in Australia,
Barbados, China, Hong Kong, India, Ireland, Japan, Mexico, South Africa, South
Korea, Spain, Taiwan and the United Kingdom.

     In addition to its life reinsurance business, RGA provides reinsurance of
asset-intensive products, critical illness and financial reinsurance. RGA and
its predecessor, the reinsurance division of General American Life Insurance
Company ("General American"), have been engaged in the business of life
reinsurance since 1973. As of December 31, 2005, RGA had approximately $16.2
billion and $1.7 trillion in consolidated assets and worldwide life reinsurance
in-force, respectively.

  RGA'S PRODUCTS AND SERVICES

     RGA's operational segments are segregated primarily by geographic region:
United States, Canada, Asia Pacific and Europe & South Africa, as well as
Corporate & Other. The U.S. operations, which represented 63% of RGA's 2005 net
premiums, provide traditional life, asset-intensive products and financial
reinsurance to domestic clients. Traditional life reinsurance involves RGA
indemnifying another insurance company for all or a portion of the insurance
risk, primarily mortality risk, it has written. Asset-intensive products
primarily include the reinsurance of corporate-owned life insurance ("COLI") and
annuities. Financial reinsurance involves assisting RGA's clients (other
insurance companies) in managing their regulatory capital or in achieving other
financial goals. The Canadian operations, which represented 9% of RGA's 2005 net
premiums, primarily provide insurers with traditional life reinsurance. The Asia
Pacific and Europe & South Africa operations, which represented, collectively,
28% of RGA's 2005 net premiums, provide primarily traditional life and critical
illness reinsurance and, to a lesser extent, financial reinsurance. Traditional
life reinsurance pays upon the death of the insured and critical illness
coverage pays on the earlier of death or diagnosis of a pre-defined illness.

CORPORATE & OTHER

     Corporate & Other contains the excess capital not allocated to the business
segments, various start-up entities, including MetLife Bank, National
Association ("MetLife Bank" or "MetLife Bank, N.A."), a national bank, and
run-off entities, as well as interest expense related to the majority of the
Company's outstanding debt and expenses associated with certain legal
proceedings and income tax audit issues. Corporate & Other also includes the
elimination of all intersegment amounts, which generally relate to intersegment
loans, which bear interest rates commensurate with related borrowings, as well
as intersegment transactions.

POLICYHOLDER LIABILITIES

     The Company establishes, and carries as liabilities, actuarially determined
amounts that are calculated to meet its policy obligations when an annuitant
takes income, a policy matures or surrenders, an insured dies or becomes
disabled or upon the occurrence of other covered events. The Company computes
the amounts for actuarial liabilities reported in its consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America ("GAAP").

     The liability for future policy benefits for participating traditional life
insurance is the net level reserve using the policy's guaranteed mortality rates
and the dividend fund interest rate or nonforfeiture interest rate,

                                        12


as applicable. The Company amortizes deferred policy acquisition costs ("DAC")
in relation to the product's estimated gross margins.

     In establishing actuarial liabilities for certain other insurance
contracts, the Company distinguishes between short duration and long duration
contracts. Short duration contracts generally arise from the property and
casualty business. The actuarial liability for short duration contracts consists
of gross unearned premiums as of the valuation date and the discounted amount of
the future payments on pending and approved claims as of the valuation date.
Long duration contracts consist of (i) guaranteed renewable term life; (ii) non-
participating whole life; (iii) individual disability; (iv) group life, dental
and disability; and (v) long-term care contracts. The Company determines
actuarial liabilities for long duration contracts using assumptions based on
experience, plus a margin for adverse deviation for these policies. Where they
exist, the Company amortizes DAC, including value of business acquired ("VOBA"),
in relation to the associated gross margins or premium.

     Liabilities for investment-type and universal life-type products primarily
consist of policyholders' account balances. Investment-type products include
individual annuity contracts in the accumulation phase and certain group pension
contracts that have limited or no mortality risk. Universal life-type products
consist of universal and variable life contracts and contain group pension
contracts. For universal life-type contracts with front-end loads, the Company
defers the charge and amortizes the unearned revenue using the product's
estimated gross profits. The Company amortizes DAC on investment-type and
universal life-type contracts in relation to estimated gross profits.

     Limited pay contracts primarily consist of single premium immediate
individual annuities, structured settlement annuities and certain group pension
annuities. Actuarial liabilities for limited pay contracts are equal to the
present value of future benefit payments and related expenses less the present
value of future net premiums plus premium deficiency reserves, if any. For
limited pay contracts, the Company also defers the excess of the gross premium
over the net premium and recognizes such excess into income in a constant
relationship with insurance in force for life insurance contracts and in
relation to anticipated future benefit payments for annuity contracts. The
Company amortizes DAC for limited pay contracts over the premium payment period.

     The Company also establishes actuarial liabilities for future policy
benefits (associated with base policies and riders, unearned mortality charges
and future disability benefits), for other policyholder liabilities (associated
with unearned revenues and claims payable) and for unearned revenue (the
unamortized portion of front-end loads charged). The Company also establishes
liabilities for minimum death and income benefit guarantees relating to certain
annuity contracts and secondary and paid up guarantees relating to certain life
policies.

     The Auto & Home segment establishes actuarial liabilities to account for
the estimated ultimate costs of losses and loss adjustment expenses for claims
that have been reported but not yet settled, and claims incurred but not
reported. It bases unpaid losses and loss adjustment expenses on:

     - case estimates for losses reported on direct business, adjusted in the
       aggregate for ultimate loss expectations;

     - estimates of incurred but not reported losses based upon past experience;

     - estimates of losses on insurance assumed primarily from involuntary
       market mechanisms; and

     - estimates of future expenses to be incurred in settlement of claims.

     For the Auto & Home segment, the Company deducts estimated amounts of
salvage and subrogation from unpaid losses and loss adjustment expenses.
Implicit in all these estimates are underlying assumptions about rates of
inflation because the Company determines all estimates using expected amounts to
be paid. The Company derives estimates for the development of reported claims
and for incurred but not reported claims principally from actuarial analyses of
historical patterns of claims and claims development for each line of business.
Similarly, the Company derives estimates of unpaid loss adjustment expenses
principally from actuarial analyses of historical development patterns of the
relationship of loss adjustment expenses to losses
                                        13


for each line of business. The Company anticipates ultimate recoveries from
salvage and subrogation principally on the basis of historical recovery
patterns. The Company calculates and records a single best estimate liability,
in conformance with GAAP, for reported losses and for incurred but not reported
losses. The Company aggregates these estimates to form the liability recorded in
the consolidated balance sheets.

     Pursuant to state insurance laws, the Holding Company's insurance
subsidiaries establish statutory reserves, reported as liabilities, to meet
their obligations on their respective policies. These statutory reserves are
established in amounts sufficient to meet policy and contract obligations, when
taken together with expected future premiums and interest at assumed rates.
Statutory reserves generally differ from actuarial liabilities for future policy
benefits determined using GAAP.

     The New York Insurance Law and regulations require certain MetLife entities
to submit to the New York Superintendent of Insurance (the "Superintendent") or
other state insurance departments, with each annual report, an opinion and
memorandum of a "qualified actuary" that the statutory reserves and related
actuarial amounts recorded in support of specified policies and contracts, and
the assets supporting such statutory reserves and related actuarial amounts,
make adequate provision for their statutory liabilities with respect to these
obligations. See "-- Regulation -- Insurance Regulation -- Policy and contract
reserve sufficiency analysis."

     Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of its actuarial liabilities, the
Company cannot precisely determine the amounts that it will ultimately pay with
respect to these actuarial liabilities, and the ultimate amounts may vary from
the estimated amounts, particularly when payments may not occur until well into
the future.

     However, the Company believes its actuarial liabilities for future benefits
are adequate to cover the ultimate benefits required to be paid to
policyholders. The Company periodically reviews its estimates of actuarial
liabilities for future benefits and compares them with its actual experience.
The Company revises estimates, to the extent permitted or required under GAAP,
if it determines that future expected experience differs from assumptions used
in the development of actuarial liabilities.

     The Company has experienced, and will likely in the future experience,
catastrophe losses and possibly acts of terrorism that may have an adverse
impact on its business, results of operations and financial condition.
Catastrophes can be caused by various events, including hurricanes, windstorms,
earthquakes, hail, tornadoes, explosions, severe winter weather (including snow,
freezing water, ice storms and blizzards) and fires. Due to their nature, the
Company cannot predict the incidence, timing, severity or amount of catastrophes
and acts of terrorism, but the Company makes broad use of catastrophic and
non-catastrophic reinsurance to manage risk from these perils.

UNDERWRITING AND PRICING

  INSTITUTIONAL AND INDIVIDUAL

     The Company's underwriting for the Institutional and Individual segments
involves an evaluation of applications for life, disability, dental, critical
illness, retirement & savings, and long-term care insurance products and
services by a professional staff of underwriters and actuaries, who determine
the type and the amount of risk that the Company is willing to accept. The
Company employs detailed underwriting policies, guidelines and procedures
designed to assist the underwriter to properly assess and quantify risks before
issuing policies to qualified applicants or groups.

     Individual underwriting considers not only an applicant's medical history,
but also other factors such as financial profiles, foreign travel, vocations and
alcohol, drug and tobacco use. The Company's group underwriters generally
evaluate the risk characteristics of each prospective insured group, although
with certain voluntary products, employees may be underwritten on an individual
basis. Generally, the Company is not obligated to accept any risk or group of
risks from, or to issue a policy or group of policies to, any employer or
intermediary. Requests for coverage are reviewed on their merits and generally a
policy is not issued unless the particular risk or group has been examined and
approved for underwriting. Underwriting is generally done by the Company's
employees, although some policies are reviewed by intermediaries under strict
guidelines established by the Company.

                                        14


     To maintain high standards of underwriting quality and consistency, the
Company engages in a multilevel series of ongoing internal underwriting audits,
and is subject to external audits by its reinsurers, at both its remote
underwriting offices and its corporate underwriting office.

     The Company has established senior level oversight of the underwriting
process that facilitates quality sales and serving the needs of its customers,
while supporting its financial strength and business objectives. The Company's
goal is to achieve the underwriting, mortality and morbidity levels reflected in
the assumptions in its product pricing. This is accomplished by determining and
establishing underwriting policies, guidelines, philosophies and strategies that
are competitive and suitable for the customer, the agent and the Company.

     Pricing for the Institutional and Individual segments reflects the
Company's insurance underwriting standards. Product pricing of insurance
products is based on the expected payout of benefits calculated through the use
of assumptions for mortality, morbidity, expenses, persistency and investment
returns, as well as certain macroeconomic factors, such as inflation. Product
specifications are designed to mitigate the risks of greater than expected
mortality, and the Company periodically monitors mortality and morbidity
assumptions. Investment-oriented products are priced based on various factors,
which may include investment return, expenses, persistency, and optionality.

     Unique to the Institutional segment's pricing is experience rating. The
Company employs both prospective and retrospective experience rating.
Prospective experience rating involves the evaluation of past experience for the
purpose of determining future premium rates. Retrospective experience rating
involves the evaluation of past experience for the purpose of determining the
actual cost of providing insurance for the customer for the period of time in
question.

     The Company continually reviews its underwriting and pricing guidelines so
that its policies remain competitive and supportive of its marketing strategies
and profitability goals. Decisions are based on established actuarial pricing
and risk selection principles to ensure that the Company's underwriting and
pricing guidelines are appropriate.

  AUTO & HOME

     Auto & Home's underwriting function has six principal aspects:

     - evaluating potential worksite marketing employer accounts and independent
       agencies;

     - establishing guidelines for the binding of risks by agents with binding
       authority;

     - reviewing coverage bound by agents;

     - underwriting potential insureds, on a case by case basis, presented by
       agents outside the scope of their binding authority;

     - pursuing information necessary in certain cases to enable Auto & Home to
       issue a policy within the Company's guidelines; and

     - ensuring that renewal policies continue to be written at rates
       commensurate with risk.

     Subject to very few exceptions, agents in each of Auto & Home's
distribution channels, as well as in the Company's Institutional segment, have
binding authority for risks which fall within Auto & Home's published
underwriting guidelines. Risks falling outside the underwriting guidelines may
be submitted for approval to the underwriting department; alternatively, agents
in such a situation may call the underwriting department to obtain authorization
to bind the risk themselves. In most states, Auto & Home generally has the right
within a specified period (usually the first 60 days) to cancel any policy.

     Auto & Home establishes prices for its major lines of insurance based on
its proprietary database, rather than relying on rating bureaus. Auto & Home
determines prices in part from a number of variables specific to each risk. The
pricing of personal lines insurance products takes into account, among other
things, the expected frequency and severity of losses, the costs of providing
coverage (including the costs of acquiring

                                        15


policyholders and administering policy benefits and other administrative and
overhead costs), competitive factors and profit considerations.

     The major pricing variables for personal lines insurance include
characteristics of the insured property, such as age, make and model or
construction type, characteristics of insureds, such as driving record and loss
experience, and the insured's personal financial management. Auto & Home's
ability to set and change rates is subject to regulatory oversight.

     As a condition of the Company's license to do business in each state, Auto
& Home, like all other automobile insurers, is required to write or share the
cost of private passenger automobile insurance for higher risk individuals who
would otherwise be unable to obtain such insurance. This "involuntary" market,
also called the "shared market," is governed by the applicable laws and
regulations of each state, and policies written in this market are generally
written at rates higher than standard rates.

  REINSURANCE

     Reinsurance is written on a facultative basis or an automatic treaty basis.
Facultative reinsurance is individually underwritten by the reinsurer for each
policy to be reinsured. Factors considered in underwriting facultative
reinsurance are medical history, impairments, employment, hobbies and financial
information. An automatic reinsurance treaty provides that risks will be ceded
on specified blocks of business where the underlying policies meet the ceding
company's underwriting criteria. In contrast to facultative reinsurance, the
reinsurer does not approve each individual risk. Automatic reinsurance treaties
generally provide that the reinsurer will be liable for a portion of the risk
associated with specified policies written by the ceding company. Factors
considered in underwriting automatic reinsurance are the product's underwriting,
pricing, distribution and optionality, as well as the ceding company's retention
and financial strength.

REINSURANCE ACTIVITY

     In addition to the activity of the Reinsurance segment, the Company cedes
premiums to other insurers under various agreements that cover individual risks,
group risks or defined blocks of business, on a coinsurance, yearly renewable
term, excess or catastrophe excess basis. These reinsurance agreements spread
the risk and minimize the effect of losses. The amount of each risk retained by
the Company depends on its evaluation of the specific risk, subject, in certain
circumstances, to maximum limits based on the characteristics of coverages. The
Company also cedes first dollar mortality risk under certain contracts. The
Company obtains reinsurance when capital requirements and the economic terms of
the reinsurance make it appropriate to do so.

     Under the terms of the reinsurance agreements, the reinsurer agrees to
reimburse the Company for the ceded amount in the event the claim is paid.
However, the Company remains liable to its policyholders with respect to ceded
insurance if any reinsurer fails to meet the obligations assumed by it. Since it
bears the risk of nonpayment by one or more of its reinsurers, the Company cedes
reinsurance to well-capitalized, highly rated reinsurers.

  INDIVIDUAL

     The Company's life insurance operations participate in reinsurance
activities in order to limit losses, minimize exposure to large risks, and
provide additional capacity for future growth. The Company has historically
reinsured the mortality risk on new life insurance policies primarily on an
excess of retention basis or a quota share basis. Until 2005, the Company
reinsured up to 90% of the mortality risk for all new individual life insurance
policies that it wrote through its various franchises. This practice was
initiated by the different franchises for different products starting at various
points in time between 1992 and 2000. During 2005, the Company changed its
retention practices for individual life insurance. Amounts reinsured in prior
years remain reinsured under the original reinsurance; however, under the new
retention guidelines, the Company reinsures up to 90% of the mortality risk in
excess of $1 million for most new life insurance policies that it writes through
its various franchises and for certain individual life policies the retention
limits remained unchanged. On a case by case basis, the Company may retain up to
$25 million per life on single life policies

                                        16


and $30 million per life on survivorship policies and reinsure 100% of amounts
in excess of the Company's retention limits. The Company evaluates its
reinsurance programs routinely and may increase or decrease its retention at any
time. In addition, the Company reinsures a significant portion of the mortality
risk on its universal life policies issued since 1983. Placement of reinsurance
is done primarily on an automatic basis and also on a facultative basis for
risks with specific characteristics.

     In addition to reinsuring mortality risk, the Company reinsures other risks
and specific coverages. The Company routinely reinsures certain classes of risks
in order to limit its exposure to particular travel, avocation and lifestyle
hazards. The Company has exposure to catastrophes, which are an inherent risk of
the property and casualty business and could contribute to significant
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to limit its maximum loss, provide
greater diversification of risk and minimize exposure to larger risks.

     The Company had also protected itself through the purchase of combination
risk coverage. This reinsurance coverage pooled risks from several lines of
business and included individual and group life claims in excess of $2 million
per policy, as well as excess property and casualty losses, among others. This
combination risk coverage was commuted during 2005.

     The Company reinsures its business through a diversified group of
reinsurers. No single unaffiliated reinsurer has a material obligation to the
Company nor is the Company's business substantially dependent upon any
reinsurance contracts. The Company is contingently liable with respect to ceded
reinsurance should any reinsurer be unable to meet its obligations under these
agreements.

  AUTO & HOME

     Auto & Home purchases reinsurance to control the Company's exposure to
large losses (primarily catastrophe losses) and to protect statutory surplus.
Auto & Home cedes to reinsurers a portion of risks and pays premiums based upon
the risk and exposure of the policy subject to reinsurance.

     To control the Company's exposure to large property and casualty losses,
Auto & Home utilizes property catastrophe, casualty, and property per risk
excess of loss agreements.

REGULATION

  INSURANCE REGULATION

     Metropolitan Life is licensed to transact insurance business in, and is
subject to regulation and supervision by, all 50 states, the District of
Columbia, Puerto Rico, the U.S. Virgin Islands and Canada. Each of MetLife's
other insurance subsidiaries is licensed and regulated in all U.S. and
international jurisdictions where it conducts insurance business. The extent of
such regulation varies, but most jurisdictions have laws and regulations
governing the financial aspects of insurers, including standards of solvency,
reserves, reinsurance and capital adequacy, and the business conduct of
insurers. In addition, statutes and regulations usually require the licensing of
insurers and their agents, the approval of policy forms and certain other
related materials and, for certain lines of insurance, the approval of rates.
Such statutes and regulations also prescribe the permitted types and
concentration of investments. The New York Insurance Law limits both the amounts
of agent compensation throughout the U.S., as well as the sales commissions and
certain other marketing expenses that may be incurred in connection with the
sale of life insurance policies and annuity contracts.

     MetLife's insurance subsidiaries are each required to file reports,
generally including detailed annual financial statements, with insurance
regulatory authorities in each of the jurisdictions in which they do business,
and their operations and accounts are subject to periodic examination by such
authorities. These subsidiaries must also file, and in many jurisdictions and in
some lines of insurance obtain regulatory approval for, rules, rates and forms
relating to the insurance written in the jurisdictions in which they operate.

     The National Association of Insurance Commissioners ("NAIC") has
established a program of accrediting state insurance departments. NAIC
accreditation permits accredited states to conduct periodic examinations of
insurers domiciled in such states. NAIC-accredited states will not accept
reports of

                                        17


examination of insurers from unaccredited states, except under limited
circumstances. As a direct result, insurers domiciled in unaccredited states may
be subject to financial examination by accredited states in which they are
licensed, in addition to any examinations conducted by their domiciliary states.
The New York State Department of Insurance (the "Department"), Metropolitan
Life's principal insurance regulator, has not received its accreditation as a
result of the New York legislature's failure to adopt certain model NAIC laws.
The Company does not believe that the absence of this accreditation will have a
significant impact upon its ability to conduct its insurance businesses.

     State and federal insurance and securities regulatory authorities and other
state law enforcement agencies and attorneys general from time to time make
inquiries regarding compliance by the Holding Company and its insurance
subsidiaries with insurance, securities and other laws and regulations regarding
the conduct of MetLife's insurance and securities businesses. MetLife cooperates
with such inquiries and takes corrective action when warranted. See "Legal
Proceedings."

     Holding Company regulation.  The Holding Company and its insurance
subsidiaries are subject to regulation under the insurance holding company laws
of various jurisdictions. The insurance holding company laws and regulations
vary from jurisdiction to jurisdiction, but generally require a controlled
insurance company (insurers that are subsidiaries of insurance holding
companies) to register with state regulatory authorities and to file with those
authorities certain reports, including information concerning their capital
structure, ownership, financial condition, certain intercompany transactions and
general business operations.

     State insurance statutes also typically place restrictions and limitations
on the amount of dividends or other distributions payable by insurance company
subsidiaries to their parent companies, as well as on transactions between an
insurer and its affiliates. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- The Holding Company." The New York Insurance Law and the
regulations thereunder also restrict the aggregate amount of investments
Metropolitan Life may make in non-life insurance subsidiaries, and provide for
detailed periodic reporting on subsidiaries.

     Guaranty associations and similar arrangements.  Most of the jurisdictions
in which MetLife's insurance subsidiaries are admitted to transact business
require life and property and casualty insurers doing business within the
jurisdiction to participate in guaranty associations, which are organized to pay
certain contractual insurance benefits owed pursuant to insurance policies
issued by impaired, insolvent or failed insurers. These associations levy
assessments, up to prescribed limits, on all member insurers in a particular
state on the basis of the proportionate share of the premiums written by member
insurers in the lines of business in which the impaired, insolvent or failed
insurer is engaged. Some states permit member insurers to recover assessments
paid through full or partial premium tax offsets.

     In the past five years, the aggregate assessments levied against MetLife's
insurance subsidiaries have not been material. The Company has established
liabilities for guaranty fund assessments that it considers adequate for
assessments with respect to insurers that are currently subject to insolvency
proceedings. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Insolvency Assessments."

     Statutory insurance examination.  As part of their regulatory oversight
process, state insurance departments conduct periodic detailed examinations of
the books, records, accounts, and business practices of insurers domiciled in
their states. For the three-year period ended December 31, 2005, MetLife, Inc.
has not received any material adverse findings resulting from state insurance
department examinations of its insurance subsidiaries.

     Regulatory authorities in a small number of states have had investigations
or inquiries relating to Metropolitan Life's, New England Life Insurance
Company's ("New England Life") or General American's sales of individual life
insurance policies or annuities. Over the past several years, these and a number
of investigations by other regulatory authorities were resolved for monetary
payments and certain other relief. The Company may continue to resolve
investigations in a similar manner.

                                        18


     Policy and contract reserve sufficiency analysis.  Annually, the Holding
Company's U.S. insurance subsidiaries are required to conduct an analysis of the
sufficiency of all life and health insurance and annuity statutory reserves. In
each case, a qualified actuary must submit an opinion which states that the
statutory reserves, when considered in light of the assets held with respect to
such reserves, make good and sufficient provision for the associated contractual
obligations and related expenses of the insurer. If such an opinion cannot be
provided, the insurer must set up additional reserves by moving funds from
surplus. Since inception of this requirement, the Holding Company's insurance
subsidiaries which are required by their states of domicile to provide these
opinions have provided such opinions without qualifications.

     Surplus and capital.  The Holding Company's U.S. insurance subsidiaries are
subject to the supervision of the regulators in each jurisdiction in which they
are licensed to transact business. Regulators have discretionary authority, in
connection with the continued licensing of these insurance subsidiaries, to
limit or prohibit sales to policyholders if, in their judgment, the regulators
determine that such insurer has not maintained the minimum surplus or capital or
that the further transaction of business will be hazardous to policyholders. See
"-- Risk-based capital."

     Risk-based capital ("RBC").  Each of the Holding Company's U.S. insurance
subsidiaries is subject to certain RBC requirements. At December 31, 2005, the
total adjusted capital of each of these insurance subsidiaries was in excess of
each of the required levels. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- The Company -- Capital."

     The NAIC adopted the Codification of Statutory Accounting Principles
("Codification") in 2001. Codification was intended to standardize regulatory
accounting and reporting to state insurance departments. However, statutory
accounting principles continue to be established by individual state laws and
permitted practices. The Department has adopted Codification with certain
modifications for the preparation of statutory financial statements of insurance
companies domiciled in New York. Modifications by the various state insurance
departments may impact the effect of Codification on the statutory capital and
surplus of the Holding Company's insurance subsidiaries.

     Regulation of investments.  Each of the Holding Company's U.S. insurance
subsidiaries is subject to state laws and regulations that require
diversification of its investment portfolios and limit the amount of investments
in certain asset categories, such as below investment grade fixed income
securities, equity real estate, other equity investments, and derivatives.
Failure to comply with these laws and regulations would cause investments
exceeding regulatory limitations to be treated as non-admitted assets for
purposes of measuring surplus, and, in some instances, would require divestiture
of such non-qualifying investments. The Company believes that the investments
made by each of its insurance subsidiaries complied with such regulations at
December 31, 2005.

     Federal initiatives.  Although the federal government generally does not
directly regulate the insurance business, federal initiatives often have an
impact on the business in a variety of ways. From time to time, federal measures
are proposed which may significantly affect the insurance business, including
the repeal of the federal estate tax, tax benefits associated with COLI, and the
creation of tax advantaged or tax exempt savings accounts that would favor
short-term savings over long-term savings. In addition, a bill reforming
asbestos litigation may be voted on by the Senate in 2006. The Company cannot
predict whether these initiatives will be adopted as proposed, or what impact,
if any, such proposals may have on the Company's business, results of operations
or financial condition.

     Legislative Developments.  On October 22, 2004, President Bush signed into
law the American Jobs Creation Act of 2004, which includes changes to
requirements for non-qualified deferred compensation. The Company believes that
the changes to such requirements will not have a material impact on its
non-qualified deferred compensation arrangements.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Application of Recent Accounting Pronouncements" for a
discussion of the Medicare Prescription Drug Improvement and Modernization Act
of 2003.

                                        19


     Management cannot predict what other proposals may be made, what
legislation may be introduced or enacted or the impact of any such legislation
on the Company's business, results of operations and financial condition.

  BROKER/DEALER AND SECURITIES REGULATION

     Some of the Holding Company's subsidiaries and their activities in offering
and selling variable insurance products are subject to extensive regulation
under the federal securities laws administered by the U.S. Securities and
Exchange Commission (the "SEC"). These subsidiaries issue variable annuity
contracts and variable life insurance policies through separate accounts that
are registered with the SEC as investment companies under the Investment Company
Act of 1940, as amended. Each registered separate account is generally divided
into sub-accounts, each of which invests in an underlying mutual fund which is
itself a registered investment company under the Investment Company Act of 1940,
as amended. In addition, the variable annuity contracts and variable life
insurance policies issued by the separate accounts are registered with the SEC
under the Securities Act of 1933, as amended. Other subsidiaries are registered
with the SEC as broker-dealers under the Securities Exchange Act of 1934, as
amended, and are members of, and subject to, regulation by the NASD. Further,
some of the Company's subsidiaries are registered as investment advisers with
the SEC under the Investment Advisers Act of 1940, as amended, and are also
registered as investment advisers in various states, as applicable.

     Other Holding Company subsidiaries are pooled investment vehicles that are
exempt from registration under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, but may be subject to certain other
provisions of the federal securities laws. In addition, certain variable
contract separate accounts sponsored by the Holding Company's subsidiaries are
exempt from registration, but may be subject to other provisions of the federal
securities laws.

     Federal and state securities regulatory authorities and the NASD from time
to time make inquiries and conduct examinations regarding compliance by the
Holding Company and its subsidiaries with securities and other laws and
regulations. The Company cooperates with such inquiries and examinations and
takes corrective action when warranted.

     Federal and state securities laws and regulations are primarily intended to
protect investors in the securities markets and generally grant regulatory
agencies broad rulemaking and enforcement powers, including the power to limit
or restrict the conduct of business for failure to comply with such laws and
regulations. The Company may also be subject to similar laws and regulations in
the foreign countries in which it provides investment advisory services, offers
products similar to those described above, or conducts other activities.

  ENVIRONMENTAL CONSIDERATIONS

     As an owner and operator of real property, the Company is subject to
extensive federal, state and local environmental laws and regulations. Inherent
in such ownership and operation is also the risk that there may be potential
environmental liabilities and costs in connection with any required remediation
of such properties. In addition, the Company holds equity interests in companies
that could potentially be subject to environmental liabilities. The Company
routinely has environmental assessments performed with respect to real estate
being acquired for investment and real property to be acquired through
foreclosure. The Company cannot provide assurance that unexpected environmental
liabilities will not arise. However, based on information currently available to
management, management believes that any costs associated with compliance with
environmental laws and regulations or any remediation of such properties will
not have a material adverse effect on the Company's business, results of
operations or financial condition.

  ERISA CONSIDERATIONS

     The Company provides products and services to certain employee benefit
plans that are subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the
"Code"). As such, its activities are subject to the restrictions imposed by
ERISA

                                        20


and the Code, including the requirement under ERISA that fiduciaries must
perform their duties solely in the interests of ERISA plan participants and
beneficiaries and the requirement under ERISA and the Code that fiduciaries may
not cause a covered plan to engage in prohibited transactions with persons who
have certain relationships with respect to such plans. The applicable provisions
of ERISA and the Code are subject to enforcement by the Department of Labor, the
Internal Revenue Service and the Pension Benefit Guaranty Corporation.

     In John Hancock Mutual Life Insurance Company v. Harris Trust and Savings
Bank (1993), the U.S. Supreme Court held that certain assets in excess of
amounts necessary to satisfy guaranteed obligations under a participating group
annuity general account contract are "plan assets." Therefore, these assets are
subject to certain fiduciary obligations under ERISA, which requires fiduciaries
to perform their duties solely in the interest of ERISA plan participants and
beneficiaries. On January 5, 2000, the Secretary of Labor issued final
regulations indicating, in cases where an insurer has issued a policy backed by
the insurer's general account to or for an employee benefit plan, the extent to
which assets of the insurer constitute plan assets for purposes of ERISA and the
Code. The regulations apply only with respect to a policy issued by an insurer
on or before December 31, 1998 ("Transition Policy"). No person will generally
be liable under ERISA or the Code for conduct occurring prior to July 5, 2001,
where the basis of a claim is that insurance company general account assets
constitute plan assets. An insurer issuing a new policy that is backed by its
general account and is issued to or for an employee benefit plan after December
31, 1998 will generally be subject to fiduciary obligations under ERISA, unless
the policy is a guaranteed benefit policy.

     The regulations indicate the requirements that must be met so that assets
supporting a Transition Policy will not be considered plan assets for purposes
of ERISA and the Code. These requirements include detailed disclosures to be
made to the employee benefits plan and the requirement that the insurer must
permit the policyholder to terminate the policy on 90 day notice and receive
without penalty, at the policyholder's option, either (i) the unallocated
accumulated fund balance (which may be subject to market value adjustment) or
(ii) a book value payment of such amount in annual installments with interest.
The Company has taken and continues to take steps designed to ensure compliance
with these regulations.

  FINANCIAL HOLDING COMPANY REGULATION

     Regulatory agencies.  In connection with its acquisition of a
federally-chartered commercial bank, the Holding Company became a bank holding
company and financial holding company on February 28, 2001. As such, the Holding
Company is subject to regulation under the Bank Holding Company Act of 1956, as
amended (the "BHC Act"), and to inspection, examination, and supervision by the
Board of Governors of the Federal Reserve System (the "FRB"). In addition, the
Holding Company's banking subsidiary is subject to regulation and examination
primarily by the Office of the Comptroller of the Currency ("OCC") and
secondarily by the FRB and the Federal Deposit Insurance Corporation.

     Financial Holding Company Activities.  As a financial holding company,
MetLife, Inc.'s activities and investments are restricted by the BHC Act, as
amended by the Gramm-Leach-Bliley Act of 1999 (the "GLB Act"), to those that are
"financial" in nature or "incidental" or "complementary" to such financial
activities. Activities that are financial in nature include securities
underwriting, dealing and market making, sponsoring mutual funds and investment
companies, insurance underwriting and agency, merchant banking and activities
that the FRB has determined to be closely related to banking. In addition, under
the insurance company investment portfolio provision of the GLB Act, financial
holding companies are authorized to make investments in other financial and
non-financial companies, through their insurance subsidiaries, that are in the
ordinary course of business and in accordance with state insurance law, provided
the financial holding company does not routinely manage or operate such
companies except as may be necessary to obtain a reasonable return on
investment.

     Other Restrictions and Limitations on Bank Holding Companies and Financial
Holding Companies -- Capital.  MetLife, Inc. and its insured depository
institution subsidiary, MetLife Bank, are subject to risk-based and leverage
capital guidelines issued by the federal banking regulatory agencies for banks
and financial holding companies. The federal banking regulatory agencies are
required by law to take specific prompt

                                        21


corrective actions with respect to institutions that do not meet minimum capital
standards. At December 31, 2005, MetLife, Inc. and MetLife Bank were in
compliance with the aforementioned guidelines.

     Other Restrictions and Limitations on Bank Holding Companies and Financial
Holding Companies -- Consumer Protection Laws.  Numerous other federal and state
laws also affect the Holding Company's and MetLife Bank's earnings and
activities, including federal and state consumer protection laws. The GLB Act
included consumer privacy provisions that, among other things, require
disclosure of a financial institution's privacy policy to customers. In
addition, these provisions permit states to adopt more extensive privacy
protections through legislation or regulation.

     Other Restrictions and Limitations on Bank Holding Companies and Financial
Holding Companies -- Change of Control.  Because MetLife, Inc. is a "financial
holding company" and "bank holding company" under the federal banking laws, no
person may acquire control of MetLife, Inc. without the prior approval of the
FRB. A change of control is conclusively presumed upon acquisitions of 25% or
more of any class of voting securities and rebuttably presumed upon acquisitions
of 10% or more of any class of voting securities. Further, as a result of
MetLife, Inc.'s ownership of MetLife Bank, approval from the OCC would be
required in connection with a change of control (generally presumed upon the
acquisition of 10% or more of any class of voting securities) of MetLife, Inc.

COMPETITION

     The Company's management believes that competition faced by its business
segments is based on a number of factors, including service, product features,
scale, price, financial strength, claims-paying ratings, credit ratings,
ebusiness capabilities and name recognition. It competes with a large number of
other insurers, as well as non-insurance financial services companies, such as
banks, broker/dealers and asset managers, for individual consumers, employer and
other group customers and agents and other distributors of insurance and
investment products. Some of these companies offer a broader array of products,
have more competitive pricing or, with respect to other insurers, have higher
claims paying ability ratings. Some may also have greater financial resources
with which to compete. National banks, which may sell annuity products of life
insurers in some circumstances, also have pre-existing customer bases for
financial services products.

     The Company must attract and retain productive sales representatives to
sell its insurance, annuities and investment products. Strong competition exists
among insurers for sales representatives with demonstrated ability. The Company
competes with other insurers for sales representatives primarily on the basis of
its financial position, support services and compensation and product features.
See "-- Individual -- Marketing and Distribution." The Company continues to
undertake several initiatives to grow its career agency force while continuing
to enhance the efficiency and production of the existing sales force. The
Company cannot provide assurance that these initiatives will succeed in
attracting and retaining new agents. Sales of individual insurance, annuities
and investment products and the Company's results of operations and financial
position could be materially adversely affected if it is unsuccessful in
attracting and retaining agents.

     Many of the Company's insurance products, particularly those offered by its
Institutional segment, are underwritten annually, and, accordingly, there is a
risk that group purchasers may be able to obtain more favorable terms from
competitors rather than renewing coverage with the Company. The effect of
competition may, as a result, adversely affect the persistency of these and
other products, as well as the Company's ability to sell products in the future.

     The investment management and securities brokerage businesses have
relatively few barriers to entry and continually attract new entrants. Many of
the Company's competitors in these businesses offer a broader array of
investment products and services and are better known than it as sellers of
annuities and other investment products.

     The U.S. Congress periodically considers reforms to the nation's health
care system. While the Company offers non-medical health insurance products
(such as group dental insurance, long-term care and disability insurance), it
generally does not offer medical indemnity products or managed care products,
and, accordingly, it does not expect to be directly affected by such proposals
to any significant degree. However, the uncertain

                                        22


environment resulting from health care reform could cause group health insurance
providers to enter some of the markets in which the Company does business,
thereby increasing competition. Increasing healthcare costs are causing
consumers to seek alternative financial protection products. As a result, the
Company has entered the fixed benefit critical illness insurance marketplace.
Changes to the health care system may make this market more or less attractive
in the future.

COMPANY RATINGS

     Insurer financial strength ratings represent the opinions of rating
agencies regarding the ability of an insurance company to meet its policyholder
financial obligations. Credit ratings represent the opinions of rating agencies
regarding an issuer's ability to repay its indebtedness. The Company's insurer
financial strength ratings and credit ratings as of the date of this filing are
listed in the tables below:

  INSURER FINANCIAL STRENGTH RATINGS



                                                                                  MOODY'S
                                           A.M. BEST            FITCH            INVESTORS          STANDARD &
                                           COMPANY(1)         RATINGS(2)         SERVICE(3)         POOR'S(4)
                                           ----------         ----------         ----------         ----------
                                                                                         
First MetLife Investors Insurance
  Company................................      A+        (5)     N/R        --      N/R        --        AA       (6)
General American Life Insurance
  Company................................      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)
MetLife Investors Insurance Company......      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)
MetLife Investors Insurance Company of
  California.............................      A+        (5)     N/R        --      N/R        --        AA       (6)
MetLife Investors USA Insurance
  Company................................      A+        (5)      AA        (5)     Aa3        (6)       AA       (6)
Metropolitan Casualty Insurance
  Company................................       A        (5)     N/R        --      N/R        --       N/R       --
Metropolitan Direct Property and Casualty
  Insurance Company......................       A        (5)     N/R        --      N/R        --       N/R       --
Metropolitan General Insurance Company...       A        (5)     N/R        --      N/R        --       N/R       --
Metropolitan Group Property & Casualty
  Insurance Company......................       A        (5)     N/R        --      N/R        --       N/R       --
Metropolitan Life Insurance Company......      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)
Metropolitan Life Insurance Company
  (Short Term Rating)....................     N/R        --      N/R        --      P-1        (5)     A-1+       (5)
Metropolitan Lloyds Insurance Company of
  Texas..................................       A        (5)     N/R        --      N/R        --       N/R       --
Metropolitan Property and Casualty
  Insurance Company......................       A        (5)     N/R        --      Aa3        (6)      N/R       --
Metropolitan Tower Life Insurance
  Company................................      A+        (5)     N/R        --      Aa3        (6)      N/R       --
New England Life Insurance Company.......      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)
Paragon Life Insurance Company...........      A+        (5)      AA        (5)     N/R        --        AA       (6)
RGA Reinsurance Company..................      A+        (6)     AA-        (5)      A1        (5)      AA-       (6)
RGA Life Reinsurance Company of Canada...     N/R        --      N/R        --      N/R        --       AA-       (6)
Texas Life Insurance Company.............       A        (5)     N/R        --      N/R        --       N/R       --
The Travelers Insurance Company..........      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)
The Travelers Insurance Company (Short
  Term Rating)...........................      NR        --       NR        --      P-1        (5)       NR       --
The Travelers Life and Annuity Company...      A+        (5)      AA        (5)     Aa2        (6)       AA       (6)


                                        23


  CREDIT RATINGS



                                                                                 MOODY'S
                                          A.M. BEST            FITCH            INVESTORS          STANDARD &
                                          COMPANY(1)         RATINGS(2)         SERVICE(3)         POOR'S(4)
                                          ----------         ----------         ----------         ----------
                                                                                        
GenAmerica Capital I (Preferred
  Stock)................................       N/R      --        A-       (5)       A3       (6)     BBB+       (6)
General American Life Insurance Company
  (Surplus Notes).......................        a+      (6)      N/R       --        A1       (6)       A+       (6)
MetLife Capital Trust II (Preferred
  Stock)................................        a-      (6)       A-       (5)       A3       (6)     BBB+       (6)
MetLife Capital Trust III (Preferred
  Stock)................................        a-      (6)       A-       (5)       A3       (6)     BBB+       (6)
MetLife Funding, Inc. (Commercial
  Paper)................................    AMB-1+      (6)      F1+       (5)      P-1       (5)     A-1+       (5)
MetLife, Inc. (Commercial Paper)........     AMB-1      (6)       F1       (5)      P-1       (6)      A-1       (5)
MetLife, Inc. (Senior Unsecured)........         a      (6)        A       (5)       A2       (6)        A       (6)
MetLife, Inc. (Subordinated Debt).......        a-      (6)      N/R       --        A3       (6)      N/R       --
MetLife, Inc. (Preferred Stock).........      bbb+      (6)       A-       (5)     Baa1       (6)     BBB+       (6)
MetLife, Inc. (Noncumulative Perpetual
  Preferred Stock)......................      bbb+      (6)       A-       (5)     Baa1       (6)      BBB       (6)
Metropolitan Life Insurance Company
  (Surplus Notes).......................        a+      (6)       A+       (5)       A1       (6)       A+       (6)
Reinsurance Group of America,
  Incorporated (Senior Unsecured).......        a-      (6)       A-       (5)     Baa1       (5)       A-       (6)
Reinsurance Group of America,
  Incorporated (Junior Subordinated)....       bbb      (6)     BBB+       (5)     Baa3       (5)     BBB-       (6)
RGA Capital Trust I (Preferred Stock)...      bbb+      (6)     BBB+       (5)     Baa2       (5)      BBB       (6)


- ---------------

(1) A.M. Best Company ("Best") insurer financial strength ratings range from
    "A++ (superior)" to "F (in liquidation)." Ratings of "A+" and "A" are in the
    "superior" and "excellent" categories, respectively.

    Best's long-term credit ratings range from "aaa (exceptional)" to "d (in
    default)." A "+" or "--" may be appended to ratings from "aa" to "ccc" to
    indicate relative position within a category. Ratings of "a" and "bbb" are
    in the "strong" and "adequate" categories.

    Best's short-term credit ratings range from "AMB-1+ (strongest)" to "d (in
    default)."

(2) Fitch Ratings ("Fitch") insurer financial strength ratings range from "AAA
    (exceptionally strong)" to "D (distressed)." A "+" or "--" may be appended
    to ratings from "AA" to "CCC" to indicate relative position within a
    category. A rating of "AA" is in the "very strong" category.

    Fitch long-term credit ratings range from "AAA (highest credit quality)," to
    "D (default)." A "+" or "--" may be appended to ratings from "AA" to "CCC"
    to indicate relative position within a category. Ratings of "A" and "BBB"
    are in the "high" and "good" categories, respectively.

    Fitch short-term credit ratings range from "F1+ (exceptionally strong credit
    quality)" to "D (in default)." A rating of "F1" is in the "highest credit
    quality" category.

(3) Moody's Investors Service ("Moody's") long-term insurer financial strength
    ratings range from "Aaa (exceptional)" to "C (extremely poor)." A numeric
    modifier may be appended to ratings from "Aa" to "Caa" to indicate relative
    position within a category, with 1 being the highest and 3 being the lowest.
    A rating of "Aa" is in the "excellent" category.

    Moody's short-term insurer financial strength ratings range from "P-1
    (superior)" to "NP (not prime)."

    Moody's long-term credit ratings range from "Aaa (exceptional)" to "C
    (typically in default)." A numeric modifier may be appended to ratings from
    "Aa" to "Caa" to indicate relative position within a category, with 1 being
    the highest and 3 being the lowest. Ratings of "A" and "Baa" are in the
    "upper-medium grade" and "medium-grade" categories, respectively.

    Moody's short-term credit ratings range from "P-1 (superior)" to "NP (not
    prime)."

                                        24


(4) Standard & Poor's ("S&P") long term insurer financial strength ratings range
    from "AAA (extremely strong)" to "R (regulatory action)." A "+" or "--" may
    be appended to ratings from "AA" to "CCC" to indicate relative position
    within a category. A rating of "AA" is in the "very strong" category.

    S&P short-term insurer financial strength ratings range from "A-1+
    (extremely strong)" to "R (regulatory action)."

    S&P long-term credit ratings range from "AAA (extremely strong)" to "D
    (payment default)." A "+" or "--" may be appended to ratings from "AA" to
    "CCC" to indicate relative position within a category. A rating of "A" is in
    the "strong" category. A rating of "BBB" has adequate protection parameters
    and is considered investment grade.

    S&P short-term credit ratings range from "A-1+ (extremely strong)" to "D
    (payment default)." A rating of "A-1" is in the "strong" category.

(5) Outlook is "stable"

(6) Outlook is "negative"

N/R indicates not rated.

  RATING STABILITY INDICATORS

     Rating agencies use an "outlook statement" of "positive," "stable" or
"negative" to indicate a medium-or long-term trend in credit fundamentals which,
if continued, may lead to a rating change. These factors may be internal to the
issuer, such as a changing profitability profile, or may be brought about by
changes in the industry's landscape through new competition, regulation or
technological transformation. A rating may have a "stable" outlook to indicate
that the rating is not expected to change. A "stable" rating does not preclude a
rating agency from changing a rating at any time, without notice.

     The foregoing insurer financial strength ratings reflect each rating
agency's opinion of Metropolitan Life and the Holding Company's other insurance
subsidiaries' financial characteristics with respect to their ability to pay
obligations under insurance policies and contracts in accordance with their
terms, and are not evaluations directed toward the protection of the Holding
Company's securityholders. Credit ratings are opinions of each agency with
respect to specific securities and contractual financial obligations and the
issuer's ability and willingness to meet those obligations when due. Neither
insurer financial strength nor credit ratings are statements of fact nor are
they recommendations to purchase, hold or sell any security, contract or policy.
Each rating should be evaluated independently of any other rating.

     A ratings downgrade (or the potential for such a downgrade) of Metropolitan
Life or any of the Holding Company's other insurance subsidiaries could
potentially, among other things, increase the number of policies surrendered and
withdrawals by policyholders of cash values from their policies, adversely
affect relationships with broker/dealers, banks, agents, wholesalers and other
distributors of the Company's products and services, negatively impact new
sales, and adversely affect the Company's ability to compete and thereby have a
material adverse effect on its business, results of operations and financial
condition.

EMPLOYEES

     At December 31, 2005, the Company employed approximately 65,500 employees.
The Company believes that its relations with its employees are satisfactory.

EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information regarding the executive officers of MetLife,
Inc. and Metropolitan Life:

     ROBERT H. BENMOSCHE, age 61, has been Chairman of the Board and Chief
Executive Officer of MetLife, Inc. since September 1999. He also served as
President of MetLife, Inc. from September 1999 to June 2004. He has been
Chairman of the Board and Chief Executive Officer of Metropolitan Life since
July 1998, President of Metropolitan Life from November 1997 to June 2004, Chief
Operating Officer from November 1997 to June 1998, and Executive Vice President
from September 1995 to October 1997. Previously, he was

                                        25


Executive Vice President of PaineWebber Group Incorporated, a full service
securities and commodities firm, from 1989 to 1995.(1)

     C. ROBERT HENRIKSON, age 58, has been President and Chief Operating Officer
of MetLife, Inc. and Metropolitan Life since June 2004. Previously, he was
President of the U.S. Insurance and Financial Services businesses of MetLife,
Inc. and Metropolitan Life from July 2002 to June 2004. He served as President
of Institutional Business of MetLife, Inc. from September 1999 to July 2002 and
President of Institutional Business of Metropolitan Life from May 1999 through
June 2002. He was Senior Executive Vice President, Institutional Business, of
Metropolitan Life from December 1997 to May 1999, Executive Vice President,
Institutional Business, from January 1996 to December 1997, and Senior Vice
President, Pensions, from January 1991 to January 1995. He is a director of
MetLife Inc., Metropolitan Life, MetLife Bank, N.A., The Travelers Insurance
Company and The Travelers Life and Annuity Company.(2)

     STEVEN A. KANDARIAN, age 53, has been Executive Vice President and Chief
Investment Officer of MetLife, Inc. and Metropolitan Life since April 2005.
Previously, he was the executive director of the Pension Benefit Guaranty
Corporation ("PBGC") from 2001 to 2004. Before joining PBGC, Mr. Kandarian was
founder and managing partner of Orion Partners, LP, where he managed a private
equity fund specializing in venture capital and corporate acquisitions for eight
years.

     LELAND C. LAUNER, JR., age 50, has been President, Institutional Business,
of MetLife, Inc. and Metropolitan Life since March 2005. Previously he was
Executive Vice President and Chief Investment Officer of MetLife, Inc. and
Metropolitan Life from July 2003 to March 2005, and a Senior Vice President of
Metropolitan Life for more than five years. Mr. Launer is a director and
Chairman of the Board of Reinsurance Group of America, Incorporated. He is also
a director of MetLife Bank, N.A., The Travelers Insurance Company and The
Travelers Life and Annuity Company.

     JAMES L. LIPSCOMB, age 59, has been Executive Vice President and General
Counsel of MetLife, Inc. and Metropolitan Life since July 2003. He was Senior
Vice President and Deputy General Counsel from July 2001 to July 2003. Mr.
Lipscomb was President and Chief Executive Officer of Conning Corporation, a
former subsidiary of Metropolitan Life, from March 2000 to July 2001, prior to
which he served in various senior management positions with Metropolitan Life
for more than five years.

     CATHERINE A. REIN, age 63, has been Senior Executive Vice President and
Chief Administrative Officer of MetLife, Inc. since January 2005. Previously,
she was Senior Executive Vice President of MetLife, Inc. from September 1999 and
President and Chief Executive Officer of Metropolitan Property and Casualty
Insurance Company from March 1999 to January 2005. She has been Senior Executive
Vice President of Metropolitan Life since February 1998 and was Executive Vice
President from October 1989 to February 1998.

     WILLIAM J. TOPPETA, age 57, has been President, International, of MetLife,
Inc. and Metropolitan Life since June 2001. He was President of Client Services
and Chief Administrative Officer of MetLife, Inc. from September 1999 to June
2001 and President of Client Services and Chief Administrative Officer of
Metropolitan Life from May 1999 to June 2001. He was Senior Executive Vice
President, Head of Client Services, of Metropolitan Life from March 1999 to May
1999, Senior Executive Vice President, Individual, from February 1998 to March
1999, Executive Vice President, Individual Business, from July 1996 to February
1998, Senior Vice President from October 1995 to July 1996 and President and
Chief Executive Officer of its Canadian Operations from July 1993 to October
1995.

- ---------------

(1) On December 1, 2005, the Holding Company announced that Mr. Benmosche will
    retire as Chief Executive Officer on March 1, 2006 and as Chairman of the
    Board on April 25, 2006, following the Holding Company's Annual Shareholders
    Meeting. Mr. Benmosche will relinquish his corresponding roles with
    Metropolitan Life at such times.

(2) The board of directors of the Holding Company has named Mr. Henrikson to
    succeed Mr. Benmosche upon his retirement.

                                        26


     LISA M. WEBER, age 43, has been President, Individual Business, of MetLife,
Inc. and Metropolitan Life since June 2004. Previously, she was Senior Executive
Vice President and Chief Administrative Officer of MetLife, Inc. and
Metropolitan Life from June 2001 to June 2004. She was Executive Vice President
of MetLife, Inc. and Metropolitan Life from December 1999 to June 2001 and was
head of Human Resources of Metropolitan Life from March 1998 to December 2003.
She was Senior Vice President of MetLife, Inc. from September 1999 to November
1999 and Senior Vice President of Metropolitan Life from March 1998 to November
1999. Previously, she was Senior Vice President of Human Resources of
PaineWebber Group Incorporated, where she was employed for ten years. Ms. Weber
is a director of MetLife Bank, N.A., The Travelers Insurance Company and The
Travelers Life and Annuity Company.

     WILLIAM J. WHEELER, age 44, has been Executive Vice President and Chief
Financial Officer of MetLife, Inc. and Metropolitan Life since December 2003,
prior to which he was a Senior Vice President of Metropolitan Life from 1997 to
December 2003. Previously, he was a Senior Vice President of Donaldson, Lufkin &
Jenrette for more than five years.

TRADEMARKS

     MetLife has a worldwide trademark portfolio that it considers important in
the marketing of its products and services, including, among others, the
trademark "MetLife." MetLife also has the exclusive license to use the
Peanuts(R) characters in the area of financial services and health care benefit
services in the United States and some foreign countries under an advertising
and premium agreement with United Feature Syndicate until December 31, 2012.
Furthermore, MetLife also has a non-exclusive license to use certain
Citigroup-owned trademarks in connection with the marketing, distribution or
sale of life insurance and annuity products under a licensing agreement with
Citigroup until June 30, 2015. The Company believes that its rights in its
trademarks and under its Peanuts(R) characters license and its Citigroup license
are well protected.

AVAILABLE INFORMATION

     MetLife, Inc. files periodic reports, proxy statements and other
information with the SEC. Such reports, proxy statements and other information
may be obtained by visiting the Public Reference Room of the SEC at its
Headquarters Office, 100 F Street, N.E., Room 1580, Washington D.C. 20549 or by
calling the SEC at 1-202-551-8090 (Public Reference Room) or 1-800-SEC-0330
(Office of Investor Education and Assistance). In addition, the SEC maintains an
internet website (www.sec.gov) that contains reports, proxy statements, and
other information regarding issuers that file electronically with the SEC,
including MetLife, Inc.

     MetLife, Inc. makes available, free of charge, on its website
(www.metlife.com) through the Investor Relations page, its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to all those reports, as soon as reasonably practicable after filing
(furnishing) such reports to the SEC. The information found on the website is
not part of this or any other report filed with or furnished to the SEC.

ITEM 1A.  RISK FACTORS

CHANGES IN MARKET INTEREST RATES MAY SIGNIFICANTLY AFFECT OUR PROFITABILITY

     Some of our products, principally traditional whole life insurance, fixed
annuities and guaranteed interest contracts, expose us to the risk that changes
in interest rates will reduce our "spread," or the difference between the
amounts that we are required to pay under the contracts in our general account
and the rate of return we are able to earn on general account investments
intended to support obligations under the contracts. Our spread is a key
component of our net income.

     As interest rates decrease or remain at low levels, we may be forced to
reinvest proceeds from investments that have matured or have been prepaid or
sold at lower yields, reducing our investment margin. Moreover, borrowers may
prepay or redeem the fixed-income securities, commercial mortgages and
mortgage-backed securities in our investment portfolio with greater frequency in
order to borrow at lower market rates, which

                                        27


exacerbates this risk. Lowering interest crediting rates can help offset
decreases in investment margins on some products. However, our ability to lower
these rates could be limited by competition or contractually guaranteed minimum
rates and may not match the timing or magnitude of changes in asset yields. As a
result, our spread could decrease or potentially become negative. Our
expectation for future spreads is an important component in the amortization of
DAC and significantly lower spreads may cause us to accelerate amortization,
thereby reducing net income in the affected reporting period. In addition,
during periods of declining interest rates, life insurance and annuity products
may be relatively more attractive investments to consumers, resulting in
increased premium payments on products with flexible premium features, repayment
of policy loans and increased persistency, or a higher percentage of insurance
policies remaining in force from year to year, during a period when our new
investments carry lower returns. A decline in market interest rates could also
reduce our return on investments that do not support particular policy
obligations. Accordingly, declining interest rates may materially adversely
affect our results of operations, financial position and cash flows and
significantly reduce our profitability.

     Increases in market interest rates could also negatively affect our
profitability. In periods of rapidly increasing interest rates, we may not be
able to replace, in a timely manner, the assets in our general account with
higher yielding assets needed to fund the higher crediting rates necessary to
keep interest sensitive products competitive. We therefore may have to accept a
lower spread and, thus, lower profitability or face a decline in sales and
greater loss of existing contracts and related assets. In addition, policy
loans, surrenders and withdrawals may tend to increase as policyholders seek
investments with higher perceived returns as interest rates rise. This process
may result in cash outflows requiring that we sell invested assets at a time
when the prices of those assets are adversely affected by the increase in market
interest rates, which may result in realized investment losses. Unanticipated
withdrawals and terminations may cause us to accelerate the amortization of DAC,
which would increase our current expenses and reduce net income. An increase in
market interest rates could also have a material adverse effect on the value of
our investment portfolio, for example, by decreasing the fair values of the
fixed income securities that comprise a substantial majority of our investment
portfolio.

INDUSTRY TRENDS COULD ADVERSELY AFFECT THE PROFITABILITY OF OUR BUSINESSES

     Our business segments continue to be influenced by a variety of trends that
affect the insurance industry. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of
Operations -- Industry Trends."

     Financial Environment.  The current financial environment presents a
challenge for the life insurance industry. A low general level of short-term and
long-term interest rates can have a negative impact on the demand for and the
profitability of spread-based products such as fixed annuities, guaranteed
interest contracts and universal life insurance. In addition, continued low
interest rates could put pressure on interest spreads on existing blocks of
business as declining investment portfolio yields draw closer to minimum
crediting rate guarantees on certain products. The compression of the yields
between spread-based products and interest rates will be a concern until new
money rates on corporate bonds are higher than overall life insurer investment
portfolio yields. Recent volatile equity market performance has also presented
challenges for life insurers, as fee revenue from variable annuities and pension
products is tied to separate account balances, which reflect equity market
performance. Also, variable annuity product demand often mirrors consumer demand
for equity market investments. See "-- Changes in Market Interest Rates May
Significantly Affect Our Profitability."

     Competitive Pressures.  The life insurance industry is becoming
increasingly competitive. The product development and product life-cycles have
shortened in many product segments, leading to more intense competition with
respect to product features. Larger companies have the ability to invest in
brand equity, product development and risk management, which are among the
fundamentals for sustained profitable growth in the life insurance industry. In
addition, several of the industry's products can be quite homogeneous and
subject to intense price competition, and sufficient scale, financial strength
and flexibility are becoming prerequisites for sustainable growth in the life
insurance industry. Larger market participants tend to have the capacity to
invest in additional distribution capability and the information technology
needed to offer the
                                        28


superior customer service demanded by an increasingly sophisticated industry
client base. See "-- Competitive Factors May Adversely Affect Our Market Share
and Profitability" and "Business -- Competition."

     Regulatory Changes.  The life insurance industry is regulated at the state
level, with some products also subject to federal regulation. As life insurers
introduce new and often more complex products, regulators refine capital
requirements and introduce new reserving standards for the life insurance
industry. Regulation recently adopted or currently under review can potentially
impact the reserve and capital requirements for several of the industry's
products. In addition, regulators have undertaken market and sales practices
reviews of several markets or products, including equity-indexed annuities,
variable annuities and group products. See "-- Our Insurance Businesses Are
Heavily Regulated, and Changes in Regulation May Reduce Profitability and Limit
Growth" and "Business -- Regulation -- Insurance Regulation."

     Pension Plans.  Recently, a number of corporations have announced that they
have already frozen or intend to freeze their traditional pension plans and,
instead, offer their employees a 401(k) program. This transition from a defined
benefit to a defined contribution program may adversely affect our annuities
business, as these traditional pension plans historically have been large
customers of such products.

A DECLINE IN EQUITY MARKETS OR AN INCREASE IN VOLATILITY IN EQUITY MARKETS MAY
ADVERSELY AFFECT SALES OF OUR INVESTMENT PRODUCTS AND OUR PROFITABILITY

     Significant downturns and volatility in equity markets could have a
material adverse effect on our financial condition and results of operations in
three principal ways.

     First, market downturns and volatility may discourage purchases of separate
account products, such as variable annuities, variable life insurance and mutual
funds that have returns linked to the performance of the equity markets and may
cause some of our existing customers to withdraw cash values or reduce
investments in those products.

     Second, downturns and volatility in equity markets can have a material
adverse effect on the revenues and returns from our savings and investment
products and services. Because these products and services depend on fees
related primarily to the value of assets under management, a decline in the
equity markets could reduce our revenues by reducing the value of the investment
assets we manage. The retail annuity business in particular is highly sensitive
to equity markets, and a sustained weakness in the markets will decrease
revenues and earnings in variable annuity products.

     Third, we provide certain guarantees within some of our products that
protect policyholders against significant downturns in the equity markets. For
example, we offer variable annuity products with guaranteed features, such as
minimum death and withdrawal benefits. These guarantees may be more costly than
expected in volatile or declining equity market conditions, causing us to
increase liabilities for future policy benefits, negatively affecting net
income.

THE PERFORMANCE OF OUR INVESTMENTS DEPENDS ON CONDITIONS THAT ARE OUTSIDE OUR
CONTROL, AND OUR NET INVESTMENT INCOME CAN VARY FROM PERIOD TO PERIOD

     The performance of our investment portfolio depends in part upon the level
of and changes in interest rates, equity prices, real estate values, the
performance of the economy in general, the performance of the specific obligors
included in our portfolio and other factors that are beyond our control. Changes
in these factors can affect our net investment income in any period, and such
changes can be substantial.

     We invest a portion of our invested assets in pooled investment funds that
make private equity investments. The amount and timing of income from such
investment funds tend to be uneven as a result of the performance of the
underlying private equity investments, which can be difficult to predict, as
well as the timing of distributions from the funds, which depends on particular
events relating to the underlying investments, as well as the funds' schedules
for making distributions and their needs for cash. As a result, the amount of
income that we record from these investments can vary substantially from quarter
to quarter.

                                        29


COMPETITIVE FACTORS MAY ADVERSELY AFFECT OUR MARKET SHARE AND PROFITABILITY

     Our business segments are subject to intense competition. We believe that
this competition is based on a number of factors, including service, product
features, scale, price, financial strength, claims-paying ratings, credit
ratings, ebusiness capabilities and name recognition. We compete with a large
number of other insurers, as well as non-insurance financial services companies,
such as banks, broker/dealers and asset managers, for individual consumers,
employers and other group customers and agents and other distributors of
insurance and investment products. Some of these companies offer a broader array
of products, have more competitive pricing or, with respect to other insurers,
have higher claims paying ability ratings. Some may also have greater financial
resources with which to compete. National banks, which may sell annuity products
of life insurers in some circumstances, also have pre-existing customer bases
for financial services products.

     Many of our insurance products, particularly those offered by our
Institutional segment, are underwritten annually, and, accordingly, there is a
risk that group purchasers may be able to obtain more favorable terms from
competitors rather than renewing coverage with us. The effect of competition
may, as a result, adversely affect the persistency of these and other products,
as well as our ability to sell products in the future.

     In addition, the investment management and securities brokerage businesses
have relatively few barriers to entry and continually attract new entrants. Many
of our competitors in these businesses offer a broader array of investment
products and services and are better known than us as sellers of annuities and
other investment products. See "Business-Competition."

WE MAY BE UNABLE TO ATTRACT AND RETAIN SALES REPRESENTATIVES FOR OUR PRODUCTS

     We must attract and retain productive sales representatives to sell our
insurance, annuities and investment products. Strong competition exists among
insurers for sales representatives with demonstrated ability. We compete with
other insurers for sales representatives primarily on the basis of our financial
position, support services and compensation and product features. We continue to
undertake several initiatives to grow our career agency force while continuing
to enhance the efficiency and production of our existing sales force. We cannot
provide assurance that these initiatives will succeed in attracting and
retaining new agents. Sales of individual insurance, annuities and investment
products and our results of operations and financial condition could be
materially adversely affected if we are unsuccessful in attracting and retaining
agents. See "Business -- Competition."

DIFFERENCES BETWEEN ACTUAL CLAIMS EXPERIENCE AND UNDERWRITING AND RESERVING
ASSUMPTIONS MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS

     Our earnings significantly depend upon the extent to which our actual
claims experience is consistent with the assumptions we use in setting prices
for our products and establishing liabilities for future policy benefits and
claims. Our liabilities for future policy benefits and claims are established
based on estimates by actuaries of how much we will need to pay for future
benefits and claims. For life insurance and annuity products, we calculate these
liabilities based on many assumptions and estimates, including estimated
premiums to be received over the assumed life of the policy, the timing of the
event covered by the insurance policy, the amount of benefits or claims to be
paid and the investment returns on the assets we purchase with the premiums we
receive. We establish liabilities for property and casualty claims and benefits
based on assumptions and estimates of damages and liabilities incurred. To the
extent that actual claims experience is less favorable than the underlying
assumptions we used in establishing such liabilities, we could be required to
increase our liabilities.

     Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of liabilities for future policy
benefits and claims, we cannot determine precisely the amounts which we will
ultimately pay to settle our liabilities. Such amounts may vary from the
estimated amounts, particularly when those payments may not occur until well
into the future. We evaluate our liabilities periodically based on changes in
the assumptions used to establish the liabilities, as well as our actual
experience. We charge or credit changes in our liabilities to expenses in the
period the liabilities are established or re-estimated. If the liabilities
originally established for future benefit payments prove

                                        30


inadequate, we must increase them. Such increases could affect earnings
negatively and have a material adverse effect on our business, results of
operations and financial condition.

OUR RISK MANAGEMENT POLICIES AND PROCEDURES MAY LEAVE US EXPOSED TO UNIDENTIFIED
OR UNANTICIPATED RISK, WHICH COULD NEGATIVELY AFFECT OUR BUSINESS

     Management of operational, legal and regulatory risks requires, among other
things, policies and procedures to record properly and verify a large number of
transactions and events. We have devoted significant resources to develop our
risk management policies and procedures and expect to continue to do so in the
future. Nonetheless, our policies and procedures may not be fully effective.
Many of our methods for managing risk and exposures are based upon the use of
observed historical market behavior or statistics based on historical models. As
a result, these methods may not predict future exposures, which could be
significantly greater than our historical measures indicate. Other risk
management methods depend upon the evaluation of information regarding markets,
clients, catastrophe occurrence or other matters that is publicly available or
otherwise accessible to us. This information may not always be accurate,
complete, up-to-date or properly evaluated. See "Quantitative and Qualitative
Disclosures About Market Risk."

CATASTROPHES MAY ADVERSELY IMPACT LIABILITIES FOR POLICYHOLDER CLAIMS AND
REINSURANCE AVAILABILITY

     Our life insurance operations are exposed to the risk of catastrophic
mortality, such as a pandemic or other event that causes a large number of
deaths. Significant influenza pandemics have occurred three times in the last
century, but neither the likelihood, timing, nor the severity of a future
pandemic can be predicted. The effectiveness of external parties, including
governmental and non-governmental organizations, in combating the spread and
severity of such a pandemic could have a material impact on the losses
experienced by us. In our group insurance operations, a localized event that
affects the workplace of one or more of our group insurance customers could
cause a significant loss due to mortality or morbidity claims. These events
could cause a material adverse effect on our results of operations in any period
and, depending on their severity, could also materially and adversely affect our
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Impact of Hurricanes" and Note 12 of
Notes to Consolidated Financial Statements.

     Our Auto & Home business has experienced, and will likely in the future
experience, catastrophe losses that may have a material adverse impact on the
business, results of operations and financial condition of the Auto & Home
segment. Although Auto & Home makes every effort to minimize our exposure to
catastrophic risks through volatility management and reinsurance programs, these
efforts may not succeed. Catastrophes can be caused by various events, including
hurricanes, windstorms, earthquakes, hail, tornadoes, explosions, severe winter
weather (including snow, freezing water, ice storms and blizzards), fires, and
man-made events such as terrorist attacks. Historically, substantially all of
our catastrophe-related claims have related to homeowners coverages. However,
catastrophes may also affect other Auto & Home coverages. Due to their nature,
we cannot predict the incidence, timing and severity of catastrophes.

     Hurricanes and earthquakes are of particular note for our homeowners
coverages. Areas of major hurricane exposure include coastal sections of the
northeastern United States (including Long Island and the Connecticut, Rhode
Island and Massachusetts shorelines), the Gulf Coast (including Mississippi and
Louisiana) and Florida. We also have some earthquake exposure, primarily along
the New Madrid fault line in the central United States and in the Pacific
Northwest. Losses incurred by Auto & Home from all catastrophes, net of
reinsurance but before taxes, were $286 million, $189 million and $77 million in
2005, 2004, and 2003, respectively. The 2005 number includes loss and loss
adjustment expenses and reinstatement and additional reinsurance-related
premiums which were caused by the magnitude of reinsurance recoverables.

     The extent of losses from a catastrophe is a function of both the total
amount of insured exposure in the area affected by the event and the severity of
the event. Most catastrophes are restricted to small geographic areas; however,
pandemics, hurricanes, earthquakes and man-made catastrophes may produce
significant damage in larger areas, especially those that are heavily populated.
Claims resulting from natural or man-

                                        31


made catastrophic events could cause substantial volatility in our financial
results for any fiscal quarter or year and could materially reduce our
profitability or harm our financial condition. Also, catastrophic events could
harm the financial condition of our reinsurers and thereby increase the
probability of default on reinsurance recoveries. Our ability to write new
business could also be affected. It is possible that increases in the value and
geographic concentration of insured property and the effects of inflation could
increase the severity of claims from catastrophic events in the future.

     Consistent with industry practice and accounting standards, we establish
liabilities for claims arising from a catastrophe only after assessing the
probable losses arising from the event. We cannot be certain that the
liabilities we have established will be adequate to cover actual claim
liabilities. From time to time, states have passed legislation that has the
effect of limiting the ability of insurers to manage risk, such as legislation
restricting an insurer's ability to withdraw from catastrophe-prone areas. While
we attempt to limit our exposure to acceptable levels, subject to restrictions
imposed by insurance regulatory authorities, a catastrophic event or multiple
catastrophic events could have a material adverse effect on our business,
results of operations and financial condition.

     Our ability to manage this risk and the profitability of our property and
casualty and life insurance businesses depends in part on our ability to obtain
catastrophe reinsurance, which may not be available at commercially acceptable
rates in the future. See "-- Reinsurance May Not Be Available, Affordable or
Adequate to Protect Us Against Losses."

A DOWNGRADE OR A POTENTIAL DOWNGRADE IN OUR FINANCIAL STRENGTH OR CREDIT RATINGS
COULD RESULT IN A LOSS OF BUSINESS AND ADVERSELY AFFECT OUR FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

     Financial strength ratings, which various Nationally Recognized Statistical
Rating Organizations ("NRSROs") publish as indicators of an insurance company's
ability to meet contractholder and policyholder obligations, are important to
maintaining public confidence in our products, our ability to market our
products and our competitive position. See "Business -- Company
Ratings -- Insurer Financial Strength Ratings."

     Following the announcement of the acquisition of Travelers, the financial
strength rating of each of TIC and its subsidiary, The Travelers Life and
Annuity Company ("TLAC"), was lowered one notch by certain rating agencies. We
believe the negative impact of these downgrades on Travelers' financial results
was immaterial. However, further downgrades in these or our other insurance
subsidiaries' financial strength ratings, or an announced potential for a
downgrade, could have a material adverse effect on our financial condition and
results of operations in many ways, including:

     - reducing new sales of insurance products, annuities and other investment
       products;

     - adversely affecting our relationships with our sales force and
       independent sales intermediaries;

     - materially increasing the number or amount of policy surrenders and
       withdrawals by contractholders and policyholders;

     - requiring us to reduce prices for many of our products and services to
       remain competitive;

     - adversely affecting our ability to obtain reinsurance at reasonable
       prices or at all; and

     - adversely affecting our relationships with credit counterparties.

     In addition to the financial strength ratings of our insurance
subsidiaries, NRSROs also publish credit ratings for MetLife and several of our
subsidiaries. Credit ratings are indicators of a debt issuer's ability to meet
the terms of the debt obligations in a timely manner. See "Business -- Company
Ratings -- Credit Ratings." A downgrade in our credit ratings could increase the
cost of borrowing, which could have a material adverse effect on our financial
condition and results of operations.

     Following the announcement of the acquisition of Travelers, several NRSROs
took a number of rating actions, the net result of which is that various credit
and financial strength ratings have a "negative" outlook, rather than the former
"stable" outlook. We do not expect that all ratings will return to "stable"
until such time as we have established, to the sole satisfaction of each agency,
clear evidence of the successful integration
                                        32


of the Travelers businesses and that we are reducing our financial leverage to
levels closer to that which existed prior to the acquisition.

     As a result of the additional securities that we issued to finance a
portion of the purchase price for the acquisition, our leverage ratio increased
moderately. See Note 2 of Notes to Consolidated Financial Statements. While we
expect our leverage ratio to decrease over time as a result of the accumulation
of retained earnings, there is no assurance that it will decrease as we expect.
The increased leverage will reduce our flexibility in managing our capital.

     Rating agencies assign ratings based upon several factors, some of which
relate to general economic conditions and circumstances outside of our control.
In addition, rating agencies may employ different models and formulas to assess
our financial strength and creditworthiness, and may alter these models from
time to time at their discretion. We cannot predict what actions rating agencies
may take, or what actions we may be required to take in response to the actions
of rating agencies, which could adversely affect our business.

IF THE TRAVELERS BUSINESS DOES NOT PERFORM WELL, WE MAY INCUR SIGNIFICANT
CHARGES TO WRITE DOWN THE GOODWILL ESTABLISHED IN THE ACQUISITION

     As a result of the acquisition of Travelers, we established goodwill of
$4,177 million. Under Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets, we must test goodwill annually for
impairment and, if we determine that the goodwill has been impaired, we must
write down the goodwill by the amount of the impairment, with a corresponding
charge to income. If the Travelers business does not perform well, it may impact
the goodwill impairment test which could result in a goodwill write down. Such
write downs could have a material adverse effect on our results of operations or
financial position.

DEFAULTS, DOWNGRADES OR OTHER EVENTS IMPAIRING THE VALUE OF OUR FIXED MATURITY
SECURITIES PORTFOLIO MAY REDUCE OUR EARNINGS

     We are subject to the risk that the issuers of the fixed maturity
securities we own may default on principal and interest payments they owe us. At
December 31, 2005, the fixed maturity securities of $230 billion in our
investment portfolio represented 75.2% of our total cash and invested assets.
The occurrence of a major economic downturn, acts of corporate malfeasance or
other events that adversely affect the issuers of these securities could cause
the value of our fixed maturities portfolio and our net earnings to decline and
the default rate of the fixed maturity securities in our investment portfolio to
increase. A ratings downgrade affecting particular issuers or securities could
also have a similar effect. With recent downgrades in the automotive sector, as
well as economic uncertainty and increasing interest rates, credit quality of
issuers could be adversely affected. Any event reducing the value of these
securities other than on a temporary basis could have a material adverse effect
on our business, results of operations and financial condition.

DEFAULTS ON OUR MORTGAGE AND CONSUMER LOANS MAY ADVERSELY AFFECT OUR
PROFITABILITY

     Our mortgage and consumer loan investments face default risk. Our mortgage
and consumer loans are principally collateralized by commercial, agricultural
and residential properties, as well as automobiles. At December 31, 2005, our
mortgage and consumer loan investments of $37 billion represented 12.2% of our
total cash and invested assets. At December 31, 2005, loans that were either
delinquent or in the process of foreclosure totaled less than 1% of our mortgage
and consumer loan investments. The performance of our mortgage and consumer loan
investments, however, may fluctuate in the future. In addition, substantially
all of our mortgage loan investments have balloon payment maturities. An
increase in the default rate of our mortgage and consumer loan investments could
have a material adverse effect on our business, results of operations and
financial condition.

SOME OF OUR INVESTMENTS ARE RELATIVELY ILLIQUID

     Our investments in privately placed fixed maturity securities, mortgage and
consumer loans, equity real estate, including real estate joint ventures and
other limited partnership interests, are relatively illiquid. These
                                        33


asset classes represented 24.9% of the carrying value of our total cash and
invested assets as of December 31, 2005. If we require significant amounts of
cash on short notice in excess of normal cash requirements, we may have
difficulty selling these investments in a timely manner, be forced to sell them
for less than we otherwise would have been able to realize, or both.

FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES AND FOREIGN SECURITIES MARKETS
COULD NEGATIVELY AFFECT OUR PROFITABILITY

     We are exposed to risks associated with fluctuations in foreign currency
exchange rates against the U.S. dollar resulting from our holdings of non-U.S.
dollar denominated securities and investments in foreign subsidiaries. If the
currencies of the non-U.S. dollar denominated securities we hold in our
investment portfolios decline against the U.S. dollar, our investment returns,
and thus our profitability, may be adversely affected. Although we use foreign
currency swaps and forward contracts to mitigate foreign currency exchange rate
risk, we can not provide assurance that these methods will be effective or that
our counterparties will perform their obligations. See "Quantitative and
Qualitative Disclosures About Market Risk."

     From time to time, various emerging market countries have experienced
severe economic and financial disruptions, including significant devaluations of
their currencies. Our exposure to foreign exchange rate risk is exacerbated by
our investments in emerging markets.

     We have matched substantially all of our foreign currency liabilities in
our foreign subsidiaries with assets denominated in their respective foreign
currency, which limits the effect of currency exchange rate fluctuation on local
operating results; however, fluctuations in such rates affect the translation of
these results into our consolidated financial statements. Although we take
certain actions to address this risk, foreign currency exchange rate fluctuation
could materially adversely affect our reported results due to unhedged positions
or the failure of hedges to effectively offset the impact of the foreign
currency exchange rate fluctuation. See "Quantitative and Qualitative
Disclosures About Market Risk."

OUR INTERNATIONAL OPERATIONS FACE POLITICAL, LEGAL, OPERATIONAL AND OTHER RISKS
THAT COULD NEGATIVELY AFFECT THOSE OPERATIONS OR OUR PROFITABILITY

     Our international operations face political, legal, operational and other
risks that we do not face in our domestic operations. We face the risk of
discriminatory regulation, nationalization or expropriation of assets, price
controls and exchange controls or other restrictions that prevent us from
transferring funds from these operations out of the countries in which they
operate or converting local currencies we hold into U.S. dollars or other
currencies. Some of our foreign insurance operations are, and are likely to
continue to be, in emerging markets where these risks are heightened. See
"Quantitative and Qualitative Disclosures About Market Risk." In addition, we
rely on local sales forces in these countries and may encounter labor problems
resulting from workers' associations and trade unions in some countries. If our
business model is not successful in a particular country, we may lose all or
most of our investment in building and training the sales force in that country.

     We are currently planning to expand our international operations in markets
where we operate and in selected new markets. This may require considerable
management time, as well as start-up expenses for market development before any
significant revenues and earnings are generated. Operations in new foreign
markets may achieve low margins or may be unprofitable, and expansion in
existing markets may be affected by local economic and market conditions.
Therefore, as we expand internationally, we may not achieve expected operating
margins and our results of operations may be negatively impacted.

     The business we acquired from Travelers includes operations in several
foreign countries, including Australia, Brazil, Argentina, the United Kingdom,
Belgium, Poland, Japan and Hong Kong. See "Business -- International." Those
operations, and operations in other new markets, are subject to the risks
described above, as well as our unfamiliarity with the business, legal and
regulatory environment in any of those countries.

                                        34


     In recent years, the operating environment in Argentina has been
challenging. In Argentina, we are principally engaged in the pension business.
This business has incurred significant losses in recent years as a result of
actions taken by the Argentinean government in response to a sovereign debt
crisis in December 2001. Further governmental or legal actions related to
pension reform could impact our obligations to our customers and could result in
future losses in our Argentinean operations.

REINSURANCE MAY NOT BE AVAILABLE, AFFORDABLE OR ADEQUATE TO PROTECT US AGAINST
LOSSES

     As part of our overall risk management strategy, we purchase reinsurance
for certain risks underwritten by our various business segments. See
"Business -- Reinsurance Activity." For example, we currently reinsure up to 90%
of the mortality risk in excess of $1 million for most new individual life
insurance policies that we write through our various franchises and for certain
individual life policies the retention limits remained unchanged. While life
reinsurance generally binds the reinsurer for the life of the business reinsured
at generally fixed pricing, market conditions beyond our control determine the
availability and cost of the reinsurance protection for new business. In certain
circumstances, the price of reinsurance for business already reinsured may also
increase. Any decrease in the amount of reinsurance will increase our risk of
loss and any increase in the cost of reinsurance will, absent a decrease in the
amount of reinsurance, reduce our earnings. Accordingly, we may be forced to
incur additional expenses for reinsurance or may not be able to obtain
sufficient reinsurance on acceptable terms, which could adversely affect our
ability to write future business or result in the assumption of more risk with
respect to those policies we issue.

     As a result of consolidation of the life reinsurance market and other
market factors, capacity in the life reinsurance market has decreased. Further,
life reinsurance is currently available at higher prices and on less favorable
terms than those prevailing between 1997 and 2003. Further consolidation,
regulatory developments, catastrophic events or other significant developments
affecting the pricing and availability of reinsurance could materially harm the
reinsurance market and our ability to enter into reinsurance contracts.

IF THE COUNTERPARTIES TO OUR REINSURANCE ARRANGEMENTS OR TO THE DERIVATIVE
INSTRUMENTS WE USE TO HEDGE OUR BUSINESS RISKS DEFAULT OR FAIL TO PERFORM, WE
MAY BE EXPOSED TO RISKS WE HAD SOUGHT TO MITIGATE, WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     We use reinsurance and derivative instruments to mitigate our risks in
various circumstances. In general, reinsurance does not relieve us of our direct
liability to our policyholders, even when the reinsurer is liable to us.
Accordingly, we bear credit risk with respect to our reinsurers. We cannot
provide assurance that our reinsurers will pay the reinsurance recoverables owed
to us now or in the future or that they will pay these recoverables on a timely
basis. A reinsurer's insolvency, inability or unwillingness to make payments
under the terms of its reinsurance agreement with us could have a material
adverse effect on our financial condition and results of operations.

     In addition, we use derivative instruments to hedge various business risks.
We enter into a variety of derivative instruments, including options, forwards,
interest rate and currency swaps with a number of counterparties. See
"Business -- Investments." If our counterparties fail or refuse to honor their
obligations under these derivative instruments, our hedges of the related risk
will be ineffective. Such failure could have a material adverse effect on our
financial condition and results of operations.

OUR INSURANCE BUSINESSES ARE HEAVILY REGULATED, AND CHANGES IN REGULATION MAY
REDUCE OUR PROFITABILITY AND LIMIT OUR GROWTH

     Our insurance operations are subject to a wide variety of insurance and
other laws and regulations. State insurance laws regulate most aspects of our
U.S. insurance businesses, and our insurance subsidiaries are regulated by the
insurance departments of the states in which they are domiciled and the states
in which they are licensed. Our non-U.S. insurance operations are principally
regulated by insurance regulatory authorities in the jurisdictions in which they
are domiciled and operate. See "Business -- Regulation -- Insurance Regulation."

                                        35


     State laws in the United States grant insurance regulatory authorities
broad administrative powers with respect to, among other things:

     - licensing companies and agents to transact business;

     - calculating the value of assets to determine compliance with statutory
       requirements;

     - mandating certain insurance benefits;

     - regulating certain premium rates;

     - reviewing and approving policy forms;

     - regulating unfair trade and claims practices, including through the
       imposition of restrictions on marketing and sales practices, distribution
       arrangements and payment of inducements;

     - regulating advertising;

     - protecting privacy;

     - establishing statutory capital and reserve requirements and solvency
       standards;

     - fixing maximum interest rates on insurance policy loans and minimum rates
       for guaranteed crediting rates on life insurance policies and annuity
       contracts;

     - approving changes in control of insurance companies;

     - restricting the payment of dividends and other transactions between
       affiliates; and

     - regulating the types, amounts and valuation of investments.

     State insurance guaranty associations have the right to assess insurance
companies doing business in their state for funds to help pay the obligations of
insolvent insurance companies to policyholders and claimants. Because the amount
and timing of an assessment is beyond our control, the liabilities that we have
currently established for these potential liabilities may not be adequate. See
"Business -- Regulation -- Insurance Regulation -- Guaranty associations and
similar arrangements."

     State insurance regulators and the National Association of Insurance
Commissioners ("NAIC") regularly re-examine existing laws and regulations
applicable to insurance companies and their products. Changes in these laws and
regulations, or in interpretations thereof, are often made for the benefit of
the consumer at the expense of the insurer and, thus, could have a material
adverse effect on our financial condition and results of operations.

     The NAIC and several states' legislatures have recently considered the need
for regulations and/or laws to address agent or broker practices that have been
the focus of recent investigations of broker compensation in the State of New
York and in other jurisdictions. The NAIC has adopted a Compensation Disclosure
Amendment to its Producers Licensing Model Act which, if adopted by the states,
would require disclosure by agents or brokers to customers that insurers will
compensate such agents or brokers for the placement of insurance and documented
acknowledgement of this arrangement in cases where the customer also compensates
the agent or broker. Several states have recently enacted laws similar to the
NAIC amendment. Some other states, including California and New York, are
considering additional provisions that would require the disclosure of the
amount of compensation and/or require (where an agent or broker represents more
than one insurer) placement of the "best coverage." We cannot predict how many
states may promulgate the NAIC amendment or similar regulations or the extent to
which these regulations may have a material adverse impact on our business.

     Currently, the U.S. federal government does not directly regulate the
business of insurance. However, federal legislation and administrative policies
in several areas can significantly and adversely affect insurance companies.
These areas include financial services regulation, securities regulation,
pension regulation, privacy, tort reform legislation and taxation. In addition,
various forms of direct federal regulation of insurance have been proposed.
These proposals include "The State Modernization and Regulatory Transparency
Act," which

                                        36


would maintain state-based regulation of insurance, but would affect state
regulation of certain aspects of the business of insurance, including rates,
agent and company licensing and market conduct examinations. We cannot predict
whether this or other proposals will be adopted, or what impact, if any, such
proposals or, if enacted, such laws, could have on our business, financial
condition or results of operations.

     Our international operations are subject to regulation in the jurisdictions
in which they operate, which in many ways is similar to that of the state
regulation outlined above. Many of our customers and independent sales
intermediaries also operate in regulated environments. Changes in the
regulations that affect their operations also may affect our business
relationships with them and their ability to purchase or distribute our
products. Accordingly, these changes could have a material adverse effect on our
financial condition and results of operations.

     Compliance with applicable laws and regulations is time consuming and
personnel-intensive, and changes in these laws and regulations may materially
increase our direct and indirect compliance and other expenses of doing
business, thus having a material adverse effect on our financial condition and
results of operations.

     From time to time, regulators raise issues during examinations or audits of
our subsidiaries that could, if determined adversely, have a material impact on
us. We cannot predict whether or when regulatory actions may be taken that could
adversely affect our operations. In addition, the interpretations of regulations
by regulators may change and statutes may be enacted with retroactive impact,
particularly in areas such as accounting or statutory reserve requirements.

LEGAL AND REGULATORY INVESTIGATIONS AND ACTIONS ARE INCREASINGLY COMMON IN THE
INSURANCE BUSINESS AND MAY RESULT IN FINANCIAL LOSSES AND HARM TO OUR REPUTATION

     We face a significant risk of litigation and regulatory investigations and
actions in the ordinary course of operating our businesses, including the risk
of class action lawsuits. Our pending legal and regulatory actions include
proceedings specific to us and others generally applicable to business practices
in the industries in which we operate. In connection with our insurance
operations, plaintiffs' lawyers may bring or are bringing class actions and
individual suits alleging, among other things, issues relating to sales or
underwriting practices, claims payments and procedures, product design,
disclosure, administration, additional premium charges for premiums paid on a
periodic basis, denial or delay of benefits and breaches of fiduciary or other
duties to customers. Plaintiffs in class action and other lawsuits against us
may seek very large or indeterminate amounts, including punitive and treble
damages, and the damages claimed and the amount of any probable and estimable
liability, if any, may remain unknown for substantial periods of time. See
"Legal Proceedings" and Note 12 of Notes to Consolidated Financial Statements.

     Due to the vagaries of litigation, the outcome of a litigation matter and
the amount or range of potential loss at particular points in time may be
inherently impossible to ascertain with any degree of certainty. Inherent
uncertainties can include how fact finders will view individually and in their
totality documentary evidence, the credibility and effectiveness of witnesses'
testimony, and how trial and appellate courts will apply the law in the context
of the pleadings or evidence presented, whether by motion practice, or at trial
or on appeal. Disposition valuations are also subject to the uncertainty of how
opposing parties and their counsel will themselves view the relevant evidence
and applicable law.

     On a quarterly and yearly basis, we review relevant information with
respect to liabilities for litigation and contingencies to be reflected in our
consolidated financial statements. The review includes senior legal and
financial personnel. Unless stated elsewhere herein, estimates of possible
additional losses or ranges of loss for particular matters cannot in the
ordinary course be made with a reasonable degree of certainty. See "Legal
Proceedings" and Note 12 of Notes to Consolidated Financial Statements.
Liabilities are established when it is probable that a loss has been incurred
and the amount of the loss can be reasonably estimated. Liabilities have been
established for a number of the matters noted in "Legal Proceedings" and Note 12
of Notes to Consolidated Financial Statements. It is possible that some of the
matters could require us to pay damages or make other expenditures or establish
accruals in amounts that could not be estimated as of December 31, 2005.

                                        37


     Metropolitan Life and its affiliates are currently defendants in hundreds
of lawsuits raising allegations of improper marketing and sales of individual
life insurance policies or annuities. These lawsuits are generally referred to
as "sales practices claims." Metropolitan Life is also a defendant in thousands
of lawsuits seeking compensatory and punitive damages for personal injuries
allegedly caused by exposure to asbestos or asbestos-containing products. These
lawsuits principally have been based upon allegations relating to certain
research, publication and other activities of one or more of Metropolitan Life's
employees during the period from the 1920's through approximately the 1950's and
have alleged that Metropolitan Life learned or should have learned of certain
health risks posed by asbestos and, among other things, improperly publicized or
failed to disclose those health risks. Additional litigation relating to these
matters may be commenced in the future. The ability of Metropolitan Life to
estimate its ultimate asbestos exposure is subject to considerable uncertainty
due to numerous factors. The availability of data is limited and it is difficult
to predict with any certainty numerous variables that can affect liability
estimates, including the number of future claims, the cost to resolve claims,
the disease mix and severity of disease, the jurisdiction of claims filed, tort
reform efforts and the impact of any possible future adverse verdicts and their
amounts. The number of asbestos cases that may be brought or the aggregate
amount of any liability that Metropolitan Life may ultimately incur is
uncertain. Accordingly, it is reasonably possible that our total exposure to
asbestos claims may be greater than the liability recorded by us in our
consolidated financial statements and that future charges to income may be
necessary. The potential future charges could be material in particular
quarterly or annual periods in which they are recorded. In addition,
Metropolitan Life and MetLife, Inc. have been named as defendants in several
lawsuits brought in connection with Metropolitan Life's demutualization in 2000.

     We are also subject to various regulatory inquiries, such as information
requests, subpoenas and books and record examinations, from state and federal
regulators and other authorities. A substantial legal liability or a significant
regulatory action against us could have a material adverse effect on our
business, financial condition and results of operations. Moreover, even if we
ultimately prevail in the litigation, regulatory action or investigation, we
could suffer significant reputational harm, which could have a material adverse
effect on our business, financial condition and results of operations, including
our ability to attract new customers, retain our current customers and recruit
and retain employees. Regulatory inquiries and litigation may cause volatility
in the price of stocks of companies in our industry.

     Recently, the insurance industry has become the focus of increased scrutiny
by regulatory and law enforcement authorities. This scrutiny includes the
commencement of investigations and other proceedings by the New York State
Attorney General and other governmental authorities relating to allegations of
improper conduct in connection with the payment of, and disclosure with respect
to, contingent commissions paid by insurance companies to intermediaries, the
solicitation and provision of fictitious or inflated quotes, the use of
inducements in the sale of insurance products and the accounting treatment for
finite insurance and reinsurance or other non-traditional or loss mitigation
insurance and reinsurance products.

     One possible result of these investigations and attendant lawsuits is that
many insurance industry practices and customs may change, including, but not
limited to, the manner in which insurance is marketed and distributed through
independent brokers and agents. Our business strategy contemplates that we will
rely heavily on both intermediaries and our internal sales force to market and
distribute insurance products. We cannot predict how industry regulation with
respect to the use of intermediaries may change. Such changes, however, could
adversely affect our ability to implement our business strategy, which could
materially affect our growth and profitability.

     Recent industry-wide inquiries also include those regarding market timing
and late trading in mutual funds and variable insurance products and, generally,
the marketing of products. The SEC has commenced an investigation with respect
to market timing and late trading in a limited number of privately-placed
variable insurance contracts that were sold through our subsidiary, General
American Life Insurance Company ("General American"). As previously reported, in
May 2004, General American received a Wells Notice stating that the SEC staff is
considering recommending that the SEC bring a civil action alleging violations
of the U.S. securities laws against General American. Under SEC procedures,
General American can avail itself of the opportunity to respond to the SEC staff
before it makes a formal recommendation regarding whether

                                        38


any action alleging violations of the U.S. securities laws should be considered.
General American has responded to the Wells Notice. We are fully cooperating
with regard to this investigation.

     Other recent industry-wide inquiries include those relating to finite
insurance and reinsurance. We have received a subpoena from the Connecticut
Attorney General requesting information regarding our participation in any
finite reinsurance transactions. We have also received information requests
relating to finite insurance or reinsurance from other regulatory and
governmental entities. We believe we have appropriately accounted for
transactions of this type and intend to cooperate fully with these information
requests. We believe that a number of other industry participants have received
similar requests from various regulatory and governmental authorities. It is
reasonably possible that we may receive additional requests. We will fully
cooperate with all such requests.

     We cannot give assurance that current claims, litigation, unasserted claims
probable of assertion, investigations and other proceedings against us will not
have a material adverse effect on our business, financial condition or results
of operations. It is also possible that related or unrelated claims, litigation,
unasserted claims probable of assertion, investigations and proceedings may be
commenced in the future, and we could become subject to further investigations
and have lawsuits filed or enforcement actions initiated against us. In
addition, increased regulatory scrutiny and any resulting investigations or
proceedings could result in new legal actions and precedents and industry-wide
regulations that could adversely affect our business, financial condition and
results of operations.

CHANGES IN U.S. FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS MAY AFFECT OUR
OPERATIONS AND OUR PROFITABILITY

     Federal and state securities laws and regulations apply to insurance
products that are also "securities," including variable annuity contracts and
variable life insurance policies. As a result, some of our subsidiaries and
their activities in offering and selling variable insurance contracts and
policies are subject to extensive regulation under these securities laws. These
subsidiaries issue variable annuity contracts and variable life insurance
policies through separate accounts that are registered with the SEC as
investment companies under the Investment Company Act of 1940, as amended. Each
registered separate account is generally divided into sub-accounts, each of
which invests in an underlying mutual fund which is itself a registered
investment company under the Investment Company Act of 1940, as amended. In
addition, the variable annuity contracts and variable life insurance policies
issued by the separate accounts are registered with the SEC under the Securities
Act of 1933, as amended. Other subsidiaries are registered with the SEC as
broker-dealers under the Securities Exchange Act of 1934, as amended, and are
members of, and subject to, regulation by the NASD. Further, some of our
subsidiaries are registered as investment advisers with the SEC under the
Investment Advisers Act of 1940, as amended, and are also registered as
investment advisers in various states, as applicable.

     Federal and state securities laws and regulations are primarily intended to
ensure the integrity of the financial markets and to protect investors in the
securities markets, as well as protect investment advisory or brokerage clients.
These laws and regulations generally grant regulatory agencies broad rulemaking
and enforcement powers, including the power to limit or restrict the conduct of
business for failure to comply with the securities laws and regulations. Changes
to these laws or regulations that restrict the conduct of our business could
have a material adverse effect on our financial condition and results of
operations. In particular, changes in the regulations governing the registration
and distribution of variable insurance products, such as changes in the
regulatory standards under which the sale of a variable annuity contract or
variable life insurance policy is considered suitable for a particular customer,
could have such a material adverse effect.

CHANGES IN TAX LAWS COULD MAKE SOME OF OUR PRODUCTS LESS ATTRACTIVE TO CONSUMERS

     Changes in tax laws could make some of our products less attractive to
consumers. For example, reductions in the federal income tax that investors are
required to pay on long-term capital gains and on some dividends paid on stock
may provide an incentive for some of our customers and potential customers to
shift assets into mutual funds and away from products, including life insurance
and annuities, designed to defer

                                        39


taxes payable on investment returns. Because the income taxes payable on
long-term capital gains and some dividends paid on stock have been reduced,
investors may decide that the tax-deferral benefits of annuity contracts are
less advantageous than the potential after-tax income benefits of mutual funds
or other investment products that provide dividends and long-term capital gains.
A shift away from life insurance and annuity contracts and other tax-deferred
products would reduce our income from sales of these products, as well as the
assets upon which we earn investment income.

     We cannot predict whether any other legislation will be enacted, what the
specific terms of any such legislation will be or how, if at all, this
legislation or any other legislation could have a material adverse effect on our
financial condition and results of operations.

AS A HOLDING COMPANY, METLIFE, INC. DEPENDS ON THE ABILITY OF ITS SUBSIDIARIES
TO TRANSFER FUNDS TO IT TO PAY DIVIDENDS AND MEET ITS OBLIGATIONS

     MetLife, Inc. is a holding company for its insurance and financial
subsidiaries and does not have any significant operations of its own. Dividends
from its subsidiaries and permitted payments to it under its tax sharing
arrangements with its subsidiaries are its principal sources of cash to meet its
obligations and to pay preferred and common dividends. If the cash the Holding
Company receives from its subsidiaries is insufficient for it to fund its debt
service and other holding company obligations, the Holding Company may be
required to raise cash through the incurrence of debt, the issuance of
additional equity or the sale of assets.

     The payment of dividends and other distributions to the Holding Company by
its insurance subsidiaries is regulated by insurance laws and regulations. In
general, dividends in excess of prescribed limits are deemed "special" and
require insurance regulatory approval. In addition, insurance regulators may
prohibit the payment of ordinary dividends or other payments by its insurance
subsidiaries to the Holding Company if they determine that the payment could be
adverse to our policyholders or contractholders. See "Business --
Regulation -- Insurance Regulation," "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- The Holding Company" and Note 14 of Notes to Consolidated Financial
Statements.

     The maximum amount of dividends which could be paid to the Holding Company
by Metropolitan Life, TIC, MPC and Metropolitan Tower Life Insurance Company
("MTL"), in 2005, without prior regulatory approval, was $880 million, $0
million, $187 million and $119 million, respectively. During the year ended
December 31, 2005, Metropolitan Life paid $880 million in ordinary dividends for
which prior insurance regulatory approval was not required and $2,320 million in
special dividends as approved by the Superintendent. TIC has not paid any
dividends since its acquisition by the Holding Company and may not make dividend
payments for a two-year period following the date of acquisition without
regulatory approval. MPC paid $400 million in special dividends, as approved by
the Rhode Island Superintendent of Insurance, during the year ended December 31,
2005. MTL paid $54 million in ordinary dividends for which prior insurance
regulatory approval was not required and $873 million in special dividends as
approved by the Delaware Superintendent of Insurance during the year ended
December 31, 2005. MetLife Mexico, S.A. paid dividends to the Holding Company of
$276 million during the year ended December 31, 2005. In addition, various
subsidiaries paid $19 million in total to the Holding Company for the year ended
December 31, 2005. The maximum amount of dividends which Metropolitan Life, TIC,
MPC and MTL may pay to us in 2006 without prior regulatory approval is $863
million, $0 million, $178 million, and $85 million, respectively. If paid before
a specified date in 2006, some or all of an otherwise ordinary dividend may be
deemed special by the relevant regulatory authority and require approval.

     Any payment of interest, dividends, distributions, loans or advances by our
foreign subsidiaries to the Holding Company could be subject to taxation or
other restrictions on dividends or repatriation of earnings under applicable
law, monetary transfer restrictions and foreign currency exchange regulations in
the jurisdiction in which such foreign subsidiaries operate.

                                        40


WE MAY NEED TO FUND DEFICIENCIES IN OUR CLOSED BLOCK; ASSETS ALLOCATED TO THE
CLOSED BLOCK BENEFIT ONLY THE HOLDERS OF CLOSED BLOCK POLICIES

     The plan of reorganization entered into in connection with Metropolitan
Life's 2000 demutualization required that we establish and operate an accounting
mechanism, known as a closed block, to ensure that the reasonable dividend
expectations of policyholders who own certain individual insurance policies of
Metropolitan Life are met. See Note 7 of Notes to Consolidated Financial
Statements. We allocated assets to the closed block in an amount that will
produce cash flows which, together with anticipated revenue from the policies
included in the closed block, are reasonably expected to be sufficient to
support obligations and liabilities relating to these policies, including, but
not limited to, provisions for the payment of claims and certain expenses and
taxes, and to provide for the continuation of the policyholder dividend scales
in effect for 1999, if the experience underlying such scales continues, and for
appropriate adjustments in such scales if the experience changes. We cannot
provide assurance that the closed block assets, the cash flows generated by the
closed block assets and the anticipated revenue from the policies included in
the closed block will be sufficient to provide for the benefits guaranteed under
these policies. If they are not sufficient, we must fund the shortfall. Even if
they are sufficient, we may choose, for competitive reasons, to support
policyholder dividend payments with our general account funds.

     The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenue from the policies in the closed block will
benefit only the holders of those policies. In addition, to the extent that
these amounts are greater than the amounts estimated at the time the closed
block was funded, dividends payable in respect of the policies included in the
closed block may be greater than they would be in the absence of a closed block.
Any excess earnings will be available for distribution over time only to closed
block policyholders.

THE CONTINUED THREAT OF TERRORISM AND ONGOING MILITARY ACTIONS MAY ADVERSELY
AFFECT THE LEVEL OF CLAIM LOSSES WE INCUR AND THE VALUE OF OUR INVESTMENT
PORTFOLIO

     The continued threat of terrorism, both within the United States and
abroad, ongoing military and other actions and heightened security measures in
response to these types of threats may cause significant volatility in global
financial markets and result in loss of life, property damage, additional
disruptions to commerce and reduced economic activity. Some of the assets in our
investment portfolio may be adversely affected by declines in the equity markets
and reduced economic activity caused by the continued threat of terrorism. We
cannot predict whether, and the extent to which, companies in which we maintain
investments may suffer losses as a result of financial, commercial or economic
disruptions, or how any such disruptions might affect the ability of those
companies to pay interest or principal on their securities. The continued threat
of terrorism also could result in increased reinsurance prices and reduced
insurance coverage and potentially cause us to retain more risk than we
otherwise would retain if we were able to obtain reinsurance at lower prices.
Terrorist actions also could disrupt our operations centers in the United States
or abroad. In addition, the occurrence of terrorist actions could result in
higher claims under our insurance policies than anticipated.

THE OCCURRENCE OF EVENTS UNANTICIPATED IN OUR DISASTER RECOVERY SYSTEMS AND
MANAGEMENT CONTINUITY PLANNING COULD IMPAIR OUR ABILITY TO CONDUCT BUSINESS
EFFECTIVELY

     In the event of a disaster such as a natural catastrophe, an industrial
accident, a blackout, a computer virus, a terrorist attack or war, unanticipated
problems with our disaster recovery systems could have a material adverse impact
on our ability to conduct business and on our results of operations and
financial position, particularly if those problems affect our computer-based
data processing, transmission, storage and retrieval systems and destroy
valuable data. We depend heavily upon computer systems to provide reliable
service. Despite our implementation of a variety of security measures, our
servers could be subject to physical and electronic break-ins, and similar
disruptions from unauthorized tampering with our computer systems. In addition,
in the event that a significant number of our managers were unavailable in the
event of a disaster, our ability to effectively conduct business could be
severely compromised. These interruptions also may interfere with our suppliers'
ability to provide goods and services and our employees ability to perform their
job responsibilities.
                                        41


WE FACE UNFORESEEN LIABILITIES ARISING FROM OTHER POSSIBLE ACQUISITIONS AND
DISPOSITIONS OF BUSINESSES

     We have engaged in numerous dispositions and acquisitions of businesses in
the past, and expect to continue to do so in the future. There could be
unforeseen liabilities that arise in connection with the businesses that we may
sell or the businesses that we may acquire in the future. In addition, there may
be liabilities that we fail, or we are unable, to discover in the course of
performing due diligence investigations on each business that we have acquired
or may acquire.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

     The Company has no unresolved comments from the SEC staff regarding its
periodic or currents reports under the Securities Exchange Act of 1934, as
amended.

ITEM 2.  PROPERTIES

     In the second quarter of 2005, the Company sold its 200 Park Avenue
property in Manhattan, New York for $1.72 billion. The gain is included in
income from discontinued operations in the accompanying consolidated statements
of income. In connection with the sale of the 200 Park Avenue property, the
Company has retained rights to existing signage and is leasing space for
associates in the property for 20 years with optional renewal periods through
2205. Associates located in the 200 Park Avenue office, its headquarters,
include those working in the Institutional and Individual segments.

     In 2005, the Company leased approximately 685,000 rentable square feet in
Long Island City, New York under a long-term lease arrangement and approximately
1,500 associates are located there. Associates located in Long Island City
include those working in the Institutional, Individual and International
segments, as well as Corporate & Other.

     The Company continues to own 17 other buildings in the United States that
it uses in the operation of its business. These buildings contain approximately
4.1 million rentable square feet and are located in the following states:
Florida, Illinois, Massachusetts, Missouri, New Jersey, New York, Ohio,
Oklahoma, Pennsylvania, Rhode Island and Texas. The Company's computer center in
Rensselaer, New York is not owned in fee but rather is occupied pursuant to a
long-term ground lease. The Company leases space in approximately 639 other
locations throughout the United States, and these leased facilities consist of
approximately 8.6 million rentable square feet. Approximately 59% of these
leases are occupied as sales offices for the Individual segment, and the Company
uses the balance for its other business activities. It also owns eight buildings
outside the United States, comprising more than 800,000 rentable square feet.
The Company leases approximately 1.8 million rentable square feet in various
locations outside the United States. Management believes that its properties are
suitable and adequate for the Company's current and anticipated business
operations.

     The Company arranges for property and casualty coverage on its properties,
taking into consideration its risk exposures and the cost and availability of
commercial coverages, including deductible loss levels. In connection with its
renewal of those coverages, the Company has arranged $930 million of annual
terrorist coverage on its real estate portfolio through March 15, 2006, its
annual renewal date.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is a defendant in a large number of litigation matters. In some
of the matters, very large and/or indeterminate amounts, including punitive and
treble damages, are sought. Modern pleading practice in the United States
permits considerable variation in the assertion of monetary damages or other
relief. Jurisdictions may permit claimants not to specify the monetary damages
sought or may permit claimants to state only that the amount sought is
sufficient to invoke the jurisdiction of the trial court. In addition,
jurisdictions may permit plaintiffs to allege monetary damages in amounts well
exceeding reasonably possible verdicts in the jurisdiction for similar matters.
This variability in pleadings, together with the actual experience of the
Company in litigating or resolving through settlement numerous claims over an
extended period of time, demonstrate to management that the monetary relief
which may be specified in a lawsuit or claim bears little

                                        42


relevance to its merits or disposition value. Thus, unless stated below, the
specific monetary relief sought is not noted.

     Due to the vagaries of litigation, the outcome of a litigation matter and
the amount or range of potential loss at particular points in time may normally
be inherently impossible to ascertain with any degree of certainty. Inherent
uncertainties can include how fact finders will view individually and in their
totality documentary evidence, the credibility and effectiveness of witnesses'
testimony, and how trial and appellate courts will apply the law in the context
of the pleadings or evidence presented, whether by motion practice, or at trial
or on appeal. Disposition valuations are also subject to the uncertainty of how
opposing parties and their counsel will themselves view the relevant evidence
and applicable law.

     On a quarterly and yearly basis, the Company reviews relevant information
with respect to liabilities for litigation and contingencies to be reflected in
the Company's consolidated financial statements. The review includes senior
legal and financial personnel. Unless stated below, estimates of possible
additional losses or ranges of loss for particular matters cannot in the
ordinary course be made with a reasonable degree of certainty. Liabilities are
established when it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. Liabilities have been established for a
number of the matters noted below. It is possible that some of the matters could
require the Company to pay damages or make other expenditures or establish
accruals in amounts that could not be estimated as of December 31, 2005.

  SALES PRACTICES CLAIMS

     Over the past several years, Metropolitan Life, New England Mutual Life
Insurance Company ("New England Mutual") and General American Life Insurance
Company ("General American") have faced numerous claims, including class action
lawsuits, alleging improper marketing and sales of individual life insurance
policies or annuities. These lawsuits generally are referred to as "sales
practices claims."

     In December 1999, a federal court approved a settlement resolving sales
practices claims on behalf of a class of owners of permanent life insurance
policies and annuity contracts or certificates issued pursuant to individual
sales in the United States by Metropolitan Life, Metropolitan Insurance and
Annuity Company or Metropolitan Tower Life Insurance Company between January 1,
1982 and December 31, 1997.

     Similar sales practices class actions against New England Mutual, with
which Metropolitan Life merged in 1996, and General American, which was acquired
in 2000, have been settled. In October 2000, a federal court approved a
settlement resolving sales practices claims on behalf of a class of owners of
permanent life insurance policies issued by New England Mutual between January
1, 1983 through August 31, 1996. A federal court has approved a settlement
resolving sales practices claims on behalf of a class of owners of permanent
life insurance policies issued by General American between January 1, 1982
through December 31, 1996. An appellate court has affirmed the order approving
the settlement.

     Certain class members have opted out of the class action settlements noted
above and have brought or continued non-class action sales practices lawsuits.
In addition, other sales practices lawsuits, including lawsuits or other
proceedings relating to the sale of mutual funds and other products, have been
brought. As of December 31, 2005, there are approximately 338 sales practices
litigation matters pending against Metropolitan Life; approximately 45 sales
practices litigation matters pending against New England Mutual, New England
Life Insurance Company, and New England Securities Corporation (collectively,
"New England"); approximately 34 sales practices litigation matters pending
against General American; and approximately 35 sales practices litigation
matters pending against Walnut Street Securities, Inc. ("Walnut Street"). In
addition, similar litigation matters are pending against MetLife Securities,
Inc. ("MSI"). Metropolitan Life, New England, General American, MSI and Walnut
Street continue to defend themselves vigorously against these litigation
matters. Some individual sales practices claims have been resolved through
settlement, won by dispositive motions, or, in a few instances, have gone to
trial. Most of the current cases seek substantial damages, including in some
cases punitive and treble damages and attorneys' fees. Additional litigation
relating to the Company's marketing and sales of individual life insurance,
mutual funds and other products may be commenced in the future.

                                        43


     The Metropolitan Life class action settlement did not resolve two putative
class actions involving sales practices claims filed against Metropolitan Life
in Canada, and these actions remain pending.

     The Company believes adequate provision has been made in its consolidated
financial statements for all probable and reasonably estimable losses for sales
practices claims against Metropolitan Life, New England, General American, MSI
and Walnut Street.

     Regulatory authorities in a small number of states have had investigations
or inquiries relating to Metropolitan Life's, New England's, General American's,
MSI's or Walnut Street's sales of individual life insurance policies or
annuities or other products. Over the past several years, these and a number of
investigations by other regulatory authorities were resolved for monetary
payments and certain other relief. The Company may continue to resolve
investigations in a similar manner.

  ASBESTOS-RELATED CLAIMS

     Metropolitan Life is also a defendant in thousands of lawsuits seeking
compensatory and punitive damages for personal injuries allegedly caused by
exposure to asbestos or asbestos-containing products. Metropolitan Life has
never engaged in the business of manufacturing, producing, distributing or
selling asbestos or asbestos-containing products nor has Metropolitan Life
issued liability or workers' compensation insurance to companies in the business
of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits principally have been based
upon allegations relating to certain research, publication and other activities
of one or more of Metropolitan Life's employees during the period from the
1920's through approximately the 1950's and have alleged that Metropolitan Life
learned or should have learned of certain health risks posed by asbestos and,
among other things, improperly publicized or failed to disclose those health
risks. Metropolitan Life believes that it should not have legal liability in
such cases.

     Legal theories asserted against Metropolitan Life have included negligence,
intentional tort claims and conspiracy claims concerning the health risks
associated with asbestos. Although Metropolitan Life believes it has meritorious
defenses to these claims, and has not suffered any adverse monetary judgments in
respect of these claims, due to the risks and expenses of litigation, almost all
past cases have been resolved by settlements. Metropolitan Life's defenses
(beyond denial of certain factual allegations) to plaintiffs' claims include
that: (i) Metropolitan Life owed no duty to the plaintiffs -- it had no special
relationship with the plaintiffs and did not manufacture, produce, distribute or
sell the asbestos products that allegedly injured plaintiffs; (ii) plaintiffs
cannot demonstrate justifiable detrimental reliance; and (iii) plaintiffs cannot
demonstrate proximate causation. In defending asbestos cases, Metropolitan Life
selects various strategies depending upon the jurisdictions in which such cases
are brought and other factors which, in Metropolitan Life's judgment, best
protect Metropolitan Life's interests. Strategies include seeking to settle or
compromise claims, motions challenging the legal or factual basis for such
claims or defending on the merits at trial. Since 2002, trial courts in
California, Utah, Georgia, New York, Texas, and Ohio granted motions dismissing
claims against Metropolitan Life on some or all of the above grounds. Other
courts have denied motions brought by Metropolitan Life to dismiss cases without
the necessity of trial. There can be no assurance that Metropolitan Life will
receive favorable decisions on motions in the future. Metropolitan Life intends
to continue to exercise its best judgment regarding settlement or defense of
such cases, including when trials of these cases are appropriate.

     Metropolitan Life continues to study its claims experience, review external
literature regarding asbestos claims experience in the United States and
consider numerous variables that can affect its asbestos liability exposure,
including bankruptcies of other companies involved in asbestos litigation and
legislative and judicial developments, to identify trends and to assess their
impact on the recorded asbestos liability.

     Bankruptcies of other companies involved in asbestos litigation, as well as
advertising by plaintiffs' asbestos lawyers, may be resulting in an increase in
the cost of resolving claims and could result in an increase in the number of
trials and possible adverse verdicts Metropolitan Life may experience.
Plaintiffs are seeking additional funds from defendants, including Metropolitan
Life, in light of such bankruptcies by certain other

                                        44


defendants. In addition, publicity regarding legislative reform efforts may
result in an increase or decrease in the number of claims.

     Metropolitan Life previously reported that it had received approximately
23,500 asbestos-related claims in 2004. In the context of reviewing in the third
quarter of 2005 certain pleadings received in 2004, it was determined that there
was a small undercount of Metropolitan Life's asbestos-related claims in 2004.
Accordingly, Metropolitan Life now reports that it received approximately 23,900
asbestos-related claims in 2004. The total number of asbestos personal injury
claims pending against Metropolitan Life as of the dates indicated, the number
of new claims during the years ended on those dates and the total settlement
payments made to resolve asbestos personal injury claims during those years are
set forth in the following table:



                                                       AT OR FOR THE YEARS ENDED DECEMBER 31,
                                                       ---------------------------------------
                                                          2005          2004          2003
                                                       -----------   -----------   -----------
                                                                (DOLLARS IN MILLIONS)
                                                                          
Asbestos personal injury claims at year end
  (approximate)......................................    100,250       108,000       111,700
Number of new claims during the year (approximate)...     18,500        23,900        58,750
Settlement payments during the year(1)...............   $   74.3      $   85.5      $   84.2


- ---------------

(1) Settlement payments represent payments made by Metropolitan Life during the
    year in connection with settlements made in that year and in prior years.
    Amounts do not include Metropolitan Life's attorneys' fees and expenses and
    do not reflect amounts received from insurance carriers.

     The Company believes adequate provision has been made in its consolidated
financial statements for all probable and reasonably estimable losses for
asbestos-related claims. The ability of Metropolitan Life to estimate its
ultimate asbestos exposure is subject to considerable uncertainty due to
numerous factors. The availability of data is limited and it is difficult to
predict with any certainty numerous variables that can affect liability
estimates, including the number of future claims, the cost to resolve claims,
the disease mix and severity of disease, the jurisdiction of claims filed, tort
reform efforts and the impact of any possible future adverse verdicts and their
amounts.

     The number of asbestos cases that may be brought or the aggregate amount of
any liability that Metropolitan Life may ultimately incur is uncertain.
Accordingly, it is reasonably possible that the Company's total exposure to
asbestos claims may be greater than the liability recorded by the Company in its
consolidated financial statements and that future charges to income may be
necessary. While the potential future charges could be material in particular
quarterly or annual periods in which they are recorded, based on information
currently known by management, management does not believe any such charges are
likely to have a material adverse effect on the Company's consolidated financial
position.

     Metropolitan Life increased its recorded liability for asbestos-related
claims by $402 million from approximately $820 million to $1,225 million at
December 31, 2002. This total recorded asbestos-related liability (after the
self-insured retention) was within the coverage of the excess insurance policies
discussed below. Metropolitan Life regularly reevaluates its exposure from
asbestos litigation and has updated its liability analysis for asbestos-related
claims through December 31, 2005.

     During 1998, Metropolitan Life paid $878 million in premiums for excess
insurance policies for asbestos-related claims. The excess insurance policies
for asbestos-related claims provide for recovery of losses up to $1,500 million,
which is in excess of a $400 million self-insured retention. The
asbestos-related policies are also subject to annual and per-claim sublimits.
Amounts are recoverable under the policies annually with respect to claims paid
during the prior calendar year. Although amounts paid by Metropolitan Life in
any given year that may be recoverable in the next calendar year under the
policies will be reflected as a reduction in the Company's operating cash flows
for the year in which they are paid, management believes that the payments will
not have a material adverse effect on the Company's liquidity.

     Each asbestos-related policy contains an experience fund and a reference
fund that provides for payments to Metropolitan Life at the commutation date if
the reference fund is greater than zero at commutation or pro rata reductions
from time to time in the loss reimbursements to Metropolitan Life if the
cumulative return on

                                        45


the reference fund is less than the return specified in the experience fund. The
return in the reference fund is tied to performance of the Standard & Poor's 500
Index and the Lehman Brothers Aggregate Bond Index. A claim with respect to the
prior year was made under the excess insurance policies in 2003, 2004 and 2005
for the amounts paid with respect to asbestos litigation in excess of the
retention. As the performance of the indices impacts the return in the reference
fund, it is possible that loss reimbursements to the Company and the recoverable
with respect to later periods may be less than the amount of the recorded
losses. Such foregone loss reimbursements may be recovered upon commutation
depending upon future performance of the reference fund. If at some point in the
future, the Company believes the liability for probable and reasonably estimable
losses for asbestos-related claims should be increased, an expense would be
recorded and the insurance recoverable would be adjusted subject to the terms,
conditions and limits of the excess insurance policies. Portions of the change
in the insurance recoverable would be recorded as a deferred gain and amortized
into income over the estimated remaining settlement period of the insurance
policies. The foregone loss reimbursements were approximately $8.3 million with
respect to 2002 claims, $15.5 million with respect to 2003 claims and $15.1
million with respect to 2004 claims and estimated as of December 31, 2005, to be
approximately $45.4 million in the aggregate, including future years.

  PROPERTY AND CASUALTY ACTIONS

     A purported class action has been filed against Metropolitan Property and
Casualty Insurance Company's ("MPC") subsidiary, Metropolitan Casualty Insurance
Company, in Florida alleging breach of contract and unfair trade practices with
respect to allowing the use of parts not made by the original manufacturer to
repair damaged automobiles. Discovery is ongoing and a motion for class
certification is pending. Two purported nationwide class actions have been filed
against MPC in Illinois. One suit claims breach of contract and fraud due to the
alleged underpayment of medical claims arising from the use of a purportedly
biased provider fee pricing system. A motion for class certification has been
filed and discovery is ongoing. The second suit claims breach of contract and
fraud arising from the alleged use of preferred provider organizations to reduce
medical provider fees covered by the medical claims portion of the insurance
policy. The court recently granted MPC's motion to dismiss the fraud claim in
the second suit.

     A purported class action has been filed against MPC in Montana. This suit
alleges breach of contract and bad faith for not aggregating medical payment and
uninsured coverages provided in connection with the several vehicles identified
in insureds' motor vehicle policies. A recent decision by the Montana Supreme
Court in a suit involving another insurer determined that aggregation is
required. The parties have reached an agreement to settle this suit. MPC has
recorded a liability in an amount the Company believes is adequate to resolve
the claims underlying this matter. The amount to be paid will not be material to
MPC. Certain plaintiffs' lawyers in another action have alleged that the use of
certain automated databases to provide total loss vehicle valuation methods was
improper. MPC, along with a number of other insurers, agreed in July 2005 to
resolve this issue in a class action format. Management believes that the amount
to be paid in resolution of this matter will not be material to MPC.

     In December 2005, a purported class action was filed against MPC in
Louisiana federal court on behalf of insureds who incurred total property losses
as a result of Hurricane Katrina. Plaintiffs claim they are entitled to coverage
for all of their claims. A lawsuit was filed against MPC in November 2005 in
Mississippi federal court by two policyholders challenging the denial of a claim
under their homeowners policy for damage caused to their property during
Hurricane Katrina. In 2006, MPC was sued in two additional Hurricane Katrina-
related actions, one in Louisiana and one in Mississippi and it is reasonably
possible other actions will be filed. The Company intends to vigorously defend
these matters.

  DEMUTUALIZATION ACTIONS

     Several lawsuits were brought in 2000 challenging the fairness of
Metropolitan Life's plan of reorganization, as amended (the "plan") and the
adequacy and accuracy of Metropolitan Life's disclosure to policyholders
regarding the plan. These actions named as defendants some or all of
Metropolitan Life, the Holding Company, the individual directors, the New York
Superintendent of Insurance (the "Superintendent") and the underwriters for
MetLife, Inc.'s initial public offering, Goldman Sachs & Company and Credit
                                        46


Suisse First Boston. In 2003, a trial court within the commercial part of the
New York State court granted the defendants' motions to dismiss two purported
class actions. In 2004, the appellate court modified the trial court's order by
reinstating certain claims against Metropolitan Life, the Holding Company and
the individual directors. Plaintiffs in these actions have filed a consolidated
amended complaint. Plaintiffs' motion to certify a litigation class is pending.
Another purported class action filed in New York State court in Kings County has
been consolidated with this action. The plaintiffs in the state court class
actions seek compensatory relief and punitive damages. Five persons brought a
proceeding under Article 78 of New York's Civil Practice Law and Rules
challenging the Opinion and Decision of the Superintendent who approved the
plan. In this proceeding, petitioners sought to vacate the Superintendent's
Opinion and Decision and enjoin him from granting final approval of the plan. On
November 10, 2005, the trial court granted respondents' motions to dismiss this
proceeding. Petitioners have filed a notice of appeal. In a class action against
Metropolitan Life and the Holding Company pending in the United States District
Court for the Eastern District of New York, plaintiffs served a second
consolidated amended complaint in 2004. In this action, plaintiffs assert
violations of the Securities Act of 1933 and the Securities Exchange Act of 1934
in connection with the plan, claiming that the Policyholder Information Booklets
failed to disclose certain material facts and contained certain material
misstatements. They seek rescission and compensatory damages. On June 22, 2004,
the court denied the defendants' motion to dismiss the claim of violation of the
Securities Exchange Act of 1934. The court had previously denied defendants'
motion to dismiss the claim for violation of the Securities Act of 1933. In
2004, the court reaffirmed its earlier decision denying defendants' motion for
summary judgment as premature. On July 19, 2005, this federal trial court
certified a class action against Metropolitan Life and the Holding Company.
Metropolitan Life and the Holding Company have filed a petition seeking
permission for an interlocutory appeal from this order. Metropolitan Life, the
Holding Company and the individual defendants believe they have meritorious
defenses to the plaintiffs' claims and are contesting vigorously all of the
plaintiffs' claims in these actions.

     In 2001, a lawsuit was filed in the Superior Court of Justice, Ontario,
Canada on behalf of a proposed class of certain former Canadian policyholders
against the Holding Company, Metropolitan Life, and Metropolitan Life Insurance
Company of Canada. Plaintiffs' allegations concern the way that their policies
were treated in connection with the demutualization of Metropolitan Life; they
seek damages, declarations, and other non-pecuniary relief. The defendants
believe they have meritorious defenses to the plaintiffs' claims and will
contest vigorously all of plaintiffs' claims in this matter.

     On April 30, 2004, a lawsuit was filed in New York state court in New York
County against the Holding Company and Metropolitan Life on behalf of a proposed
class comprised of the settlement class in the Metropolitan Life sales practices
class action settlement approved in December 1999 by the United States District
Court for the Western District of Pennsylvania. In their amended complaint,
plaintiffs challenged the treatment of the cost of the sales practices
settlement in the demutualization of Metropolitan Life and asserted claims of
breach of fiduciary duty, common law fraud, and unjust enrichment. In an order
dated July 13, 2005, the court granted the defendants' motion to dismiss the
action and the plaintiffs have filed a notice of appeal.

  OTHER

     A putative class action lawsuit which commenced in October 2000 is pending
in the United States District Court for the District of Columbia, in which
plaintiffs allege that they were denied certain ad hoc pension increases awarded
to retirees under the Metropolitan Life retirement plan. The ad hoc pension
increases were awarded only to retirees (i.e., individuals who were entitled to
an immediate retirement benefit upon their termination of employment) and not
available to individuals like these plaintiffs whose employment, or whose
spouses' employment, had terminated before they became eligible for an immediate
retirement benefit. The plaintiffs seek to represent a class consisting of
former Metropolitan Life employees, or their surviving spouses, who are
receiving deferred vested annuity payments under the retirement plan and who
were allegedly eligible to receive the ad hoc pension increases. In September
2005, Metropolitan Life's motion for summary judgment was granted. Plaintiffs
have moved for reconsideration.

     On February 21, 2006, the SEC and New England Securities Corporation
("NES"), a subsidiary of NELICO, resolved a formal investigation of NES that
arose in response to NES informing the SEC that
                                        47


certain systems and controls relating to one NES advisory program were not
operating effectively. NES previously provided restitution to the affected
clients and the settlement includes additional client payments to be made by NES
in the total amount of approximately $2,615,000. No penalties were imposed.

     In May 2003, the American Dental Association and three individual providers
sued MetLife and Cigna in a purported class action lawsuit brought in a Florida
federal district court. The plaintiffs purport to represent a nationwide class
of in-network providers who allege that their claims are being wrongfully
reduced by downcoding, bundling, and the improper use and programming of
software. The complaint alleges federal racketeering and various state law
theories of liability. MetLife is vigorously defending the matter. The district
court has granted in part and denied in part MetLife's motion to dismiss.
MetLife has filed another motion to dismiss. The court has issued a tag-along
order, related to a medical managed care trial, which will stay the lawsuit
indefinitely.

     In a lawsuit commenced in June 1998, a New York state court granted in 2004
plaintiffs' motion to certify a litigation class of owners of certain
participating life insurance policies and a sub-class of New York owners of such
policies in an action asserting that Metropolitan Life breached their policies
and violated New York's General Business Law in the manner in which it allocated
investment income across lines of business during a period ending with the 2000
demutualization. Plaintiffs sought compensatory damages. In January 2006, the
appellate court reversed the class certification order. On November 23, 2005,
the trial court issued a Memorandum Decision granting Metropolitan Life's motion
for summary judgment. The plaintiffs' time to appeal the trial court's decision
has not yet expired.

     Regulatory bodies have contacted the Company and have requested information
relating to market timing and late trading of mutual funds and variable
insurance products and, generally, the marketing of products. The Company
believes that many of these inquiries are similar to those made to many
financial services companies as part of industry-wide investigations by various
regulatory agencies. The SEC has commenced an investigation with respect to
market timing and late trading in a limited number of privately-placed variable
insurance contracts that were sold through General American. As previously
reported, in May 2004, General American received a Wells Notice stating that the
SEC staff is considering recommending that the SEC bring a civil action alleging
violations of the U.S. securities laws against General American. Under the SEC
procedures, General American can avail itself of the opportunity to respond to
the SEC staff before it makes a formal recommendation regarding whether any
action alleging violations of the U.S. securities laws should be considered.
General American has responded to the Wells Notice. The Company is fully
cooperating with regard to these information requests and investigations. The
Company at the present time is not aware of any systemic problems with respect
to such matters that may have a material adverse effect on the Company's
consolidated financial position.

     As anticipated, the SEC issued a formal order of investigation related to
certain sales by a former MetLife sales representative to the Sheriff's
Department of Fulton County, Georgia. The Company is fully cooperating with
respect to inquiries from the SEC.

     The Company has received a number of subpoenas and other requests from the
Office of the Attorney General of the State of New York seeking, among other
things, information regarding and relating to compensation agreements between
insurance brokers and the Company, whether MetLife has provided or is aware of
the provision of "fictitious" or "inflated" quotes, and information regarding
tying arrangements with respect to reinsurance. Based upon an internal review,
the Company advised the Attorney General for the State of New York that MetLife
was not aware of any instance in which MetLife had provided a "fictitious" or
"inflated" quote. MetLife also has received subpoenas, including sets of
interrogatories, from the Office of the Attorney General of the State of
Connecticut seeking information and documents including contingent commission
payments to brokers and MetLife's awareness of any "sham" bids for business.
MetLife also has received a Civil Investigative Demand from the Office of the
Attorney General for the State of Massachusetts seeking information and
documents concerning bids and quotes that the Company submitted to potential
customers in Massachusetts, the identity of agents, brokers, and producers to
whom the Company submitted such bids or quotes, and communications with a
certain broker. The Company has received two subpoenas from the District
Attorney of the County of San Diego, California. The subpoenas seek numerous
documents

                                        48


including incentive agreements entered into with brokers. The Florida Department
of Financial Services and the Florida Office of Insurance Regulation also have
served subpoenas on the Company asking for answers to interrogatories and
document requests concerning topics that include compensation paid to
intermediaries. The Office of the Attorney General for the State of Florida has
also served a subpoena on the Company seeking, among other things, copies of
materials produced in response to the subpoenas discussed above. The Company has
received a subpoena from the Office of the U.S. Attorney for the Southern
District of California asking for documents regarding the insurance broker,
Universal Life Resources. The Insurance Commissioner of Oklahoma has served a
subpoena, including a set of interrogatories, on the Company seeking, among
other things, documents and information concerning the compensation of insurance
producers for insurance covering Oklahoma entities and persons. The Ohio
Department of Insurance has requested documents regarding a broker and certain
Ohio public entity groups. The Company continues to cooperate fully with these
inquiries and is responding to the subpoenas and other requests. MetLife is
continuing to conduct an internal review of its commission payment practices.

     Approximately sixteen broker-related lawsuits in which the Company was
named as a defendant were filed. Voluntary dismissals and consolidations have
reduced the number of pending actions to four. In one of these, the California
Insurance Commissioner is suing in California state court Metropolitan Life,
Paragon Life Insurance Company and other companies alleging that the defendants
violated certain provisions of the California Insurance Code. Another of these
actions is pending in a multi-district proceeding established in the federal
district court in the District of New Jersey. In this proceeding, plaintiffs
have filed an amended class action complaint consolidating the claims from
separate actions that had been filed in or transferred to the District of New
Jersey. The consolidated amended complaint alleges that the Holding Company,
Metropolitan Life, several other insurance companies and several insurance
brokers violated RICO, ERISA, and antitrust laws and committed other misconduct
in the context of providing insurance to employee benefit plans and to persons
who participate in such employee benefit plans. Plaintiffs seek to represent
classes of employers that established employee benefit plans and persons who
participated in such employee benefit plans. A motion for class certification
has been filed. Plaintiffs in several other actions have voluntarily dismissed
their claims. The Company intends to vigorously defend these cases.

     In addition to those discussed above, regulators and others have made a
number of inquiries of the insurance industry regarding industry brokerage
practices and related matters and other inquiries may begin. It is reasonably
possible that MetLife will receive additional subpoenas, interrogatories,
requests and lawsuits. MetLife will fully cooperate with all regulatory
inquiries and intends to vigorously defend all lawsuits.

     The Company has received a subpoena from the Connecticut Attorney General
requesting information regarding its participation in any finite reinsurance
transactions. MetLife has also received information requests relating to finite
insurance or reinsurance from other regulatory and governmental authorities.
MetLife believes it has appropriately accounted for its transactions of this
type and intends to cooperate fully with these information requests. The Company
believes that a number of other industry participants have received similar
requests from various regulatory and governmental authorities. It is reasonably
possible that MetLife or its subsidiaries may receive additional requests.
MetLife and any such subsidiaries will fully cooperate with all such requests.

     As previously disclosed, the NASD staff notified MSI, NES and Walnut
Street, all direct or indirect subsidiaries of MetLife, Inc., that it has made a
preliminary determination to file charges of violations of the NASD's and the
SEC's rules against the firms. The pending investigation was initiated after the
firms reported to the NASD that a limited number of mutual fund transactions
processed by firm representatives and at the firms' consolidated trading desk,
during the period April through December 2003, had been received from customers
after 4:00 p.m., Eastern time, and received the same day's net asset value. The
potential charges of violations of the NASD's and the SEC's rules relate to the
processing of transactions received after 4:00 p.m., the firms' maintenance of
books and records, supervisory procedures and responses to the NASD's
information requests. Under the NASD's procedures, the firms have submitted a
response to the NASD staff. The NASD staff has not made a formal recommendation
regarding whether any action alleging violations of the rules should be filed.
MetLife continues to cooperate fully with the NASD.

                                        49


     Following an inquiry commencing in March 2004, the staff of the NASD has
notified MSI that it has made a preliminary determination to recommend charging
MSI with the failure to adopt, maintain and enforce written supervisory
procedures reasonably designed to achieve compliance with suitability
requirements regarding the sale of college savings plans, also known as 529
plans. This notification follows an industry-wide inquiry by the NASD examining
sales of 529 plans. Under the NASD's procedures, MSI submitted its written
explanation of why it believes charges should not be filed. The NASD staff has
not made a formal recommendation regarding whether any action alleging
violations of applicable rules should be filed. MSI continues to cooperate fully
with the NASD.

     In February 2006, the Company learned that the SEC has commenced a formal
investigation of NES in connection with the suitability of its sales of various
universal life insurance policies. The Company believes that others in the
insurance industry are the subject of similar investigations by the SEC. NES is
cooperating fully with the SEC.

     MSI received in 2005 a notice from the Illinois Department of Securities
asserting possible violations of the Illinois Securities Act in connection with
sales of a former affiliate's mutual funds. A response has been submitted and
MSI intends to cooperate fully with the Illinois Department of Securities.

     In August 1999, an amended putative class action complaint was filed in
Connecticut state court against The Travelers Life and Annuity Company ("TLAC"),
Travelers Equity Sales, Inc. and certain former affiliates. The amended
complaint alleges Travelers Property Casualty Corporation, a former TLAC
affiliate, purchased structured settlement annuities from TLAC and spent less on
the purchase of those structured settlement annuities than agreed with
claimants, and that commissions paid to brokers for the structured settlement
annuities, including an affiliate of TLAC, were paid in part to Travelers
Property Casualty Corporation. On May 26, 2004, the Connecticut Superior Court
certified a nationwide class action involving the following claims against TLAC:
violation of the Connecticut Unfair Trade Practice Statute, unjust enrichment,
and civil conspiracy. On June 15, 2004, the defendants appealed the class
certification order and the appeal is now pending before the Connecticut Supreme
Court.

     A former registered representative of Tower Square Securities, Inc. ("Tower
Square"), a broker-dealer subsidiary of The Travelers Insurance Company ("TIC"),
is alleged to have defrauded individuals by diverting funds for his personal
use. In June 2005, the SEC issued a formal order of investigation with respect
to Tower Square and served Tower Square with a subpoena. The Securities and
Business Investments Division of the Connecticut Department of Banking and the
NASD are also reviewing this matter. Tower Square intends to fully cooperate
with the SEC, the NASD and the Connecticut Department of Banking. In the context
of the above, two arbitration matters were commenced in 2005 against Tower
Square. In one of the matters, defendants include other unaffiliated
broker-dealers with whom the registered representative was formerly registered.
It is reasonably possible that other actions will be brought regarding this
matter. Tower Square intends to defend itself vigorously in all such cases.

     Metropolitan Life also has been named as a defendant in a number of
silicosis, welding and mixed dust cases in various states. The Company intends
to defend itself vigorously against these cases.

     Various litigation, including purported or certified class actions, and
various claims and assessments against the Company, in addition to those
discussed above and those otherwise provided for in the Company's consolidated
financial statements, have arisen in the course of the Company's business,
including, but not limited to, in connection with its activities as an insurer,
employer, investor, investment advisor and taxpayer. Further, state insurance
regulatory authorities and other federal and state authorities regularly make
inquiries and conduct investigations concerning the Company's compliance with
applicable insurance and other laws and regulations.

  SUMMARY

     It is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or provide reasonable ranges of
potential losses, except as noted above in connection with specific matters. In
some of the matters referred to above, very large and/or indeterminate amounts,
including punitive

                                        50


and treble damages, are sought. Although in light of these considerations it is
possible that an adverse outcome in certain cases could have a material adverse
effect upon the Company's consolidated financial position, based on information
currently known by the Company's management, in its opinion, the outcomes of
such pending investigations and legal proceedings are not likely to have such an
effect. However, given the large and/or indeterminate amounts sought in certain
of these matters and the inherent unpredictability of litigation, it is possible
that an adverse outcome in certain matters could, from time to time, have a
material adverse effect on the Company's consolidated net income or cash flows
in particular quarterly or annual periods.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders during the fourth
quarter of 2005.

                                        51


                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES

  ISSUER COMMON EQUITY

     MetLife, Inc.'s common stock, par value $0.01 per share (the "Common
Stock"), began trading on the New York Stock Exchange ("NYSE") under the symbol
"MET" on April 5, 2000.

     The following table presents high and low closing prices for the Common
Stock on the NYSE for the periods indicated:



                                                                        2005
                                          -----------------------------------------------------------------
                                           1ST QUARTER      2ND QUARTER      3RD QUARTER      4TH QUARTER
                                          --------------   --------------   --------------   --------------
                                                                                 
COMMON STOCK PRICE
  HIGH..................................      $41.37           $45.45           $50.20           $52.15
  LOW...................................      $38.31           $37.85           $45.47           $46.80




                                                                        2004
                                          -----------------------------------------------------------------
                                           1ST QUARTER      2ND QUARTER      3RD QUARTER      4TH QUARTER
                                          --------------   --------------   --------------   --------------
                                                                                 
COMMON STOCK PRICE
  HIGH..................................      $35.87           $36.66           $38.73           $41.18
  LOW...................................      $32.63           $33.21           $33.97           $33.98


     As of February 24, 2006, there were 71,078 shareholders of record of Common
Stock.

     The table below presents declaration, record and payment dates, as well as
per share and aggregate dividend amounts, for the Common Stock:



                                                                               DIVIDEND
                                                                      ---------------------------
DECLARATION DATE             RECORD DATE           PAYMENT DATE       PER SHARE      AGGREGATE
- ----------------         -------------------   --------------------   ---------   ---------------
                                                                      
October 25, 2005            November 7, 2005      December 15, 2005     $0.52     $   394 million
September 28, 2004          November 5, 2004      December 13, 2004     $0.46     $   343 million


     Future Common Stock dividend decisions will be determined by the Holding
Company's board of directors after taking into consideration factors such as the
Company's current earnings, expected medium-and long-term earnings, financial
condition, regulatory capital position, and applicable governmental regulations
and policies. Furthermore, the payment of dividends and other distributions to
the Holding Company by its insurance subsidiaries is regulated by insurance laws
and regulations. See "Business -- Regulation -- Insurance Regulation,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- The Holding
Company -- Liquidity Sources -- Dividends" and Note 14 of Notes to Consolidated
Financial Statements.

                                        52


  ISSUER PURCHASES OF EQUITY SECURITIES

     Purchases of Common Stock made by or on behalf of the Holding Company or
its affiliates during the three months ended December 31, 2005 are set forth
below:



                                                                       (C) TOTAL NUMBER     (D) MAXIMUM NUMBER
                                                                           OF SHARES          (OR APPROXIMATE
                                                                       PURCHASED AS PART     DOLLAR VALUE) OF
                                (A) TOTAL NUMBER                          OF PUBLICLY       SHARES THAT MAY YET
                                   OF SHARES       (B) AVERAGE PRICE    ANNOUNCED PLANS     BE PURCHASED UNDER
PERIOD                            PURCHASED(1)      PAID PER SHARE      OR PROGRAMS(2)     THE PLANS OR PROGRAMS
- ------                          ----------------   -----------------   -----------------   ---------------------
                                                                               
October 1-October 31, 2005....           0              $ 0.00                   --             $716,206,611
November 1-November 30,
  2005........................         755              $50.45                   --             $716,206,611
December 1-December 31,
  2005........................       3,941              $49.93                   --             $716,206,611
                                     -----                                 --------
Total.........................       4,696              $50.01                   --             $716,206,611
                                     =====                                 ========


- ---------------

(1) During the periods October 1-October 31, 2005, November 1-November 30, 2005
    and December 1-December 31, 2005, separate account affiliates of the Holding
    Company purchased 0 shares, 755 shares and 3,941 shares, respectively, of
    Common Stock on the open market in nondiscretionary transactions to
    rebalance index funds. Except as disclosed above, there were no shares of
    Common Stock which were repurchased by the Holding Company other than
    through a publicly announced plan or program.

(2) On October 26, 2004, the Holding Company's board of directors authorized a
    $1 billion Common Stock repurchase program. Under this authorization, the
    Holding Company may purchase its Common Stock from the MetLife Policyholder
    Trust, in the open market and in privately negotiated transactions. As a
    result of the acquisition of Travelers, the Holding Company has suspended
    its Common Stock repurchase activity. Future Common Stock repurchases will
    be dependent upon several factors, including the Company's capital position,
    its financial strength and credit ratings, general market conditions and the
    price of the Holding Company's Common Stock.

    On December 16, 2004, the Holding Company repurchased 7,281,553 shares of
    its outstanding common stock at an aggregate cost of $300 million under an
    accelerated common stock repurchase agreement with a major bank. The bank
    borrowed the stock sold to the Holding Company from third parties and
    purchased the common stock in the open market to return to such third
    parties. In April 2005, the Holding Company received a cash adjustment of
    approximately $7 million based on the actual amount paid by the bank to
    purchase the common stock, for a final purchase price of approximately $293
    million. The Holding Company recorded the shares initially repurchased as
    treasury stock and recorded the amount received as an adjustment to the cost
    of the treasury stock.

                                        53


ITEM 6.  SELECTED FINANCIAL DATA

     The following tables set forth selected consolidated financial information
for the Company. The selected consolidated financial information for the years
ended December 31, 2005, 2004 and 2003, and at December 31, 2005 and 2004 has
been derived from the Company's audited consolidated financial statements
included elsewhere herein. The selected consolidated financial information for
the years ended December 31, 2002 and 2001 and at December 31, 2003, 2002 and
2001 has been derived from the Company's audited consolidated financial
statements not included elsewhere herein. The following information should be
read in conjunction with and is qualified in its entirety by the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and the consolidated financial statements appearing
elsewhere herein. Some previously reported amounts have been reclassified to
conform with the presentation at and for the year ended December 31, 2005.



                                                            YEARS ENDED DECEMBER 31,
                                                 -----------------------------------------------
                                                  2005      2004      2003      2002      2001
                                                 -------   -------   -------   -------   -------
                                                                  (IN MILLIONS)
                                                                          
STATEMENTS OF INCOME DATA(1)
Revenues:
  Premiums.....................................  $24,860   $22,200   $20,575   $19,020   $16,962
  Universal life and investment-type product
    policy fees................................    3,828     2,867     2,495     2,145     1,888
  Net investment income(2).....................   14,910    12,364    11,472    11,123    11,106
  Other revenues...............................    1,271     1,198     1,199     1,166     1,340
  Net investment gains (losses)(2)(3)(4).......      (93)      175      (551)     (895)     (713)
                                                 -------   -------   -------   -------   -------
    Total revenues(5)(6)(7)(8).................   44,776    38,804    35,190    32,559    30,583
                                                 -------   -------   -------   -------   -------
Expenses:
  Policyholder benefits and claims.............   25,506    22,662    20,811    19,455    18,329
  Interest credited to policyholder account
    balances...................................    3,925     2,997     3,035     2,950     3,084
  Policyholder dividends.......................    1,679     1,666     1,731     1,803     1,802
  Other expenses(2)............................    9,267     7,813     7,168     6,862     6,894
                                                 -------   -------   -------   -------   -------
    Total expenses(5)(6)(7)(8).................   40,377    35,138    32,745    31,070    30,109
                                                 -------   -------   -------   -------   -------
Income from continuing operations before
  provision for income taxes...................    4,399     3,666     2,445     1,489       474
Provision for income taxes(2)(5)(6)............    1,260     1,029       616       448       170
                                                 -------   -------   -------   -------   -------
Income from continuing operations..............    3,139     2,637     1,829     1,041       304
Income from discontinued operations, net of
  income taxes(2)(5)(6)........................    1,575       207       414       564       169
                                                 -------   -------   -------   -------   -------
Income before cumulative effect of a change in
  accounting, net of income taxes..............    4,714     2,844     2,243     1,605       473
Cumulative effect of a change in accounting,
  net of income taxes..........................       --       (86)      (26)       --        --
                                                 -------   -------   -------   -------   -------
Net income.....................................    4,714     2,758     2,217     1,605       473
Preferred stock dividends......................       63        --        --        --        --
Charge for conversion of company-obligated
  mandatorily redeemable securities of a
  subsidiary trust.............................       --        --        21        --        --
                                                 -------   -------   -------   -------   -------
Net income available to common shareholders....  $ 4,651   $ 2,758   $ 2,196   $ 1,605   $   473
                                                 =======   =======   =======   =======   =======


                                        54




                                                              AT DECEMBER 31,
                                            ----------------------------------------------------
                                              2005       2004       2003       2002       2001
                                            --------   --------   --------   --------   --------
                                                               (IN MILLIONS)
                                                                         
BALANCE SHEET DATA(1)
Assets:
  General account assets..................  $353,776   $270,039   $251,085   $217,733   $194,256
  Separate account assets.................   127,869     86,769     75,756     59,693     62,714
                                            --------   --------   --------   --------   --------
    Total assets(5)(6)....................  $481,645   $356,808   $326,841   $277,426   $256,970
                                            ========   ========   ========   ========   ========
Liabilities:
  Life and health policyholder
    liabilities(9)........................  $258,881   $193,612   $177,947   $162,986   $148,598
  Property and casualty policyholder
    liabilities...........................     3,490      3,180      2,943      2,673      2,610
  Short-term debt.........................     1,414      1,445      3,642      1,161        355
  Long-term debt..........................    12,022      7,412      5,703      4,411      3,614
  Other liabilities.......................    48,868     41,566     39,701     27,852     21,761
  Separate account liabilities............   127,869     86,769     75,756     59,693     62,714
                                            --------   --------   --------   --------   --------
    Total liabilities(5)(6)...............   452,544    333,984    305,692    258,776    239,652
                                            --------   --------   --------   --------   --------
  Company-obligated mandatorily redeemable
    securities of subsidiary trusts.......        --         --         --      1,265      1,256
                                            --------   --------   --------   --------   --------
Stockholders' Equity:
  Preferred stock, at par value(10).......         1         --         --         --         --
  Common stock, at par value(10)..........         8          8          8          8          8
  Additional paid-in capital(10)..........    17,274     15,037     14,991     14,968     14,966
  Retained earnings(10)...................    10,865      6,608      4,193      2,807      1,349
  Treasury stock, at cost(10).............      (959)    (1,785)      (835)    (2,405)    (1,934)
  Accumulated other comprehensive
    income(10)............................     1,912      2,956      2,792      2,007      1,673
                                            --------   --------   --------   --------   --------
    Total stockholders' equity............    29,101     22,824     21,149     17,385     16,062
                                            --------   --------   --------   --------   --------
    Total liabilities and stockholders'
      equity..............................  $481,645   $356,808   $326,841   $277,426   $256,970
                                            ========   ========   ========   ========   ========




                                                   AT OR FOR THE YEARS ENDED DECEMBER 31,
                                            ----------------------------------------------------
                                              2005       2004       2003       2002       2001
                                            --------   --------   --------   --------   --------
                                                    (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                         
OTHER DATA(1)
  Net income available to common
    shareholders..........................  $  4,651   $  2,758   $  2,196   $  1,605   $    473
  Return on common equity(11).............      18.5%      12.5%      11.4%       9.6%       2.9%
  Return on common equity, excluding
    accumulated other comprehensive
    income................................      20.4%      14.4%      13.0%      10.8%       3.2%
INCOME FROM CONTINUING OPERATIONS PER
  COMMON SHARE(1)
  Basic...................................  $   4.19   $   3.51   $   2.45   $   1.48   $   0.41
  Diluted.................................  $   4.16   $   3.49   $   2.42   $   1.43   $   0.40
INCOME FROM DISCONTINUED OPERATIONS PER
  COMMON SHARE(1)
  Basic...................................  $   2.10   $   0.28   $   0.56   $   0.80   $   0.23
  Diluted.................................  $   2.09   $   0.27   $   0.55   $   0.77   $   0.22
CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING PER COMMON SHARE(1)
  Basic...................................  $     --   $  (0.11)  $  (0.04)  $     --   $     --
  Diluted.................................  $     --   $  (0.11)  $  (0.03)  $     --   $     --
NET INCOME AVAILABLE TO COMMON
  SHAREHOLDERS PER COMMON SHARE(1)
  Basic...................................  $   6.21   $   3.67   $   2.97   $   2.28   $   0.64
  Diluted.................................  $   6.16   $   3.65   $   2.94   $   2.20   $   0.62
DIVIDENDS DECLARED PER COMMON SHARE(1)....  $   0.52   $   0.46   $   0.23   $   0.21   $   0.20


                                        55


- ---------------

 (1) On July 1, 2005, the Company acquired Travelers. The results of this
     acquisition are reflected in the 2005 selected financial data. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations -- Acquisitions and Dispositions."

 (2) In accordance with SFAS No. 144, Accounting for the Impairment or Disposal
     of Long-Lived Assets ("SFAS 144"), income related to real estate sold or
     classified as held-for-sale for transactions initiated on or after January
     1, 2002 is presented as discontinued operations. The following table
     presents the components of income from discontinued real estate operations
     (see footnotes 5 and 6):



                                                     YEARS ENDED DECEMBER 31,
                                              --------------------------------------
                                               2005    2004    2003    2002    2001
                                              ------   -----   -----   -----   -----
                                                          (IN MILLIONS)
                                                                
Investment income...........................  $  140   $ 409   $ 491   $ 644   $ 583
Investment expense..........................     (82)   (240)   (279)   (351)   (338)
Net investment gains (losses)...............   2,125     146     420     585      --
                                              ------   -----   -----   -----   -----
  Total revenues............................   2,183     315     632     878     245
Interest expense............................      --      13       4      --       1
Provision for income taxes..................     776     105     230     319      89
                                              ------   -----   -----   -----   -----
  Income from discontinued operations, net
     of income taxes........................  $1,407   $ 197   $ 398   $ 559   $ 155
                                              ======   =====   =====   =====   =====


 (3) Net investment gains (losses) exclude amounts related to real estate
     operations reported as discontinued operations in accordance with SFAS 144.

 (4) Net investment gains (losses) presented include scheduled periodic
     settlement payments on derivative instruments that do not qualify for hedge
     accounting under SFAS No. 133, Accounting for Derivative Instruments and
     Hedging Activities, as amended, of $99 million, $51 million, $84 million,
     $32 million and $24 million for the years ended December 31, 2005, 2004,
     2003, 2002 and 2001, respectively. Additionally, excluded from net
     investment gains (losses) for the year ended December 31, 2005 is ($13)
     million related to revaluation losses on derivatives used to hedge interest
     rate and currency risk on policyholder account balances that do not qualify
     for hedge accounting.

 (5) On September 29, 2005, the Company completed the sale of P.T. Sejahtera
     ("MetLife Indonesia") to a third party. In accordance with SFAS 144, the
     assets, liabilities and operations of MetLife Indonesia have been
     reclassified into discontinued operations for all years presented. The
     following tables present the operations of MetLife Indonesia:



                                                            YEARS ENDED DECEMBER 31,
                                                        --------------------------------
                                                        2005   2004   2003   2002   2001
                                                        ----   ----   ----   ----   ----
                                                                 (IN MILLIONS)
                                                                     
Revenues from discontinued operations.................  $ 5    $ 5    $ 4    $ 5    $ 3
Expenses from discontinued operations.................   10     14      9      8      6
                                                        ---    ---    ---    ---    ---
Income from discontinued operations, before provision
  for income taxes....................................   (5)    (9)    (5)    (3)    (3)
Provision for income taxes............................   --     --     --     --     --
                                                        ---    ---    ---    ---    ---
  Income (loss) from discontinued operations, net of
     income taxes.....................................   (5)    (9)    (5)    (3)    (3)
Net investment gains, net of income taxes.............   10     --     --     --     --
                                                        ---    ---    ---    ---    ---
  Income (loss) from discontinued operations, net of
     income taxes.....................................  $ 5    $(9)   $(5)   $(3)   $(3)
                                                        ===    ===    ===    ===    ===


                                        56




                                                                   AT DECEMBER 31,
                                                              -------------------------
                                                              2004   2003   2002   2001
                                                              ----   ----   ----   ----
                                                                    (IN MILLIONS)
                                                                       
General account assets......................................  $31    $27    $23    $21
                                                              ---    ---    ---    ---
  Total assets..............................................  $31    $27    $23    $21
                                                              ===    ===    ===    ===
Life and health policyholder liabilities....................  $24    $17    $11    $ 8
Other liabilities...........................................    4      3      5      5
                                                              ---    ---    ---    ---
  Total liabilities.........................................  $28    $20    $16    $13
                                                              ===    ===    ===    ===


 (6) On January 31, 2005, the Company sold its wholly-owned subsidiary, SSRM
     Holdings, Inc. ("SSRM"), to a third party. In accordance with SFAS 144, the
     assets, liabilities and operations of SSRM have been reclassified into
     discontinued operations for all years presented. The following tables
     present the operations of SSRM:



                                                        YEARS ENDED DECEMBER 31,
                                                    --------------------------------
                                                    2005   2004   2003   2002   2001
                                                    ----   ----   ----   ----   ----
                                                             (IN MILLIONS)
                                                                 
Revenues from discontinued operations.............  $ 19   $328   $231   $239   $254
Expenses from discontinued operations.............    38    296    197    225    230
                                                    ----   ----   ----   ----   ----
Income (loss) from discontinued operations, before
  provision (benefit) for income taxes............   (19)    32     34     14     24
Provision (benefit) for income taxes..............    (5)    13     13      6      7
                                                    ----   ----   ----   ----   ----
  Income (loss) from discontinued operations, net
     of income taxes..............................   (14)    19     21      8     17
Net investment gains, net of income taxes.........   177     --     --     --     --
                                                    ----   ----   ----   ----   ----
  Income from discontinued operations, net of
     income taxes.................................  $163   $ 19   $ 21   $  8   $ 17
                                                    ====   ====   ====   ====   ====




                                                                AT DECEMBER 31,
                                                           -------------------------
                                                           2004   2003   2002   2001
                                                           ----   ----   ----   ----
                                                                 (IN MILLIONS)
                                                                    
General account assets...................................  $379   $183   $198   $203
                                                           ----   ----   ----   ----
  Total assets...........................................  $379   $183   $198   $203
                                                           ====   ====   ====   ====
Short-term debt..........................................  $ 19   $ --   $ --   $ --
Long-term debt...........................................    --     --     14     14
Other liabilities........................................   221     70     78     80
                                                           ----   ----   ----   ----
  Total liabilities......................................  $240   $ 70   $ 92   $ 94
                                                           ====   ====   ====   ====


 (7) Includes the following combined financial statement data of Conning
     Corporation, which was sold in 2001:



                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                                  2001
                                                              -------------
                                                              (IN MILLIONS)
                                                           
Total revenues..............................................       $32
                                                                   ===
Total expenses..............................................       $33
                                                                   ===


     As a result of this sale, an investment gain of $25 million was recorded
     for the year ended December 31, 2001.

 (8) Included in total revenues and total expenses for the year ended December
     31, 2002 are $421 million and $358 million, respectively, related to
     Aseguradora Hidalgo S.A., which was acquired in June 2002.

                                        57


 (9) Policyholder liabilities include future policy benefits and other
     policyholder funds. Life and health policyholder liabilities also include
     policyholder account balances, policyholder dividends payable and the
     policyholder dividend obligation.

(10) For additional information regarding these items, see Notes 1 and 14 of
     Notes to Consolidated Financial Statements.

(11) Return on common equity is defined as net income available to common
     shareholders divided by average common stockholders' equity.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     For purposes of this discussion, the terms "MetLife" or the "Company" refer
to MetLife, Inc., a Delaware corporation (the "Holding Company"), and its
subsidiaries, including Metropolitan Life Insurance Company ("Metropolitan
Life"). Following this summary is a discussion addressing the consolidated
results of operations and financial condition of the Company for the periods
indicated. This discussion should be read in conjunction with the Company's
consolidated financial statements included elsewhere herein.

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements which constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to trends in the operations and financial
results and the business and the products of MetLife, Inc. and its subsidiaries,
as well as other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend" and other similar expressions.
Forward-looking statements are made based upon management's current expectations
and beliefs concerning future developments and their potential effects on the
Company. Such forward-looking statements are not guarantees of future
performance.

     Actual results may differ materially from those included in the
forward-looking statements as a result of risks and uncertainties including, but
not limited to, the following: (i) changes in general economic conditions,
including the performance of financial markets and interest rates; (ii)
heightened competition, including with respect to pricing, entry of new
competitors and the development of new products by new and existing competitors;
(iii) unanticipated changes in industry trends; (iv) 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; (v) deterioration in the experience of
the "closed block" established in connection with the reorganization of
Metropolitan Life; (vi) catastrophe losses; (vii) adverse results or other
consequences from litigation, arbitration or regulatory investigations; (viii)
regulatory, accounting or tax changes that may affect the cost of, or demand
for, the Company's products or services; (ix) downgrades in the Company's and
its affiliates' claims paying ability, financial strength or credit ratings; (x)
changes in rating agency policies or practices; (xi) discrepancies between
actual claims experience and assumptions used in setting prices for the
Company's products and establishing the liabilities for the Company's
obligations for future policy benefits and claims; (xii) discrepancies between
actual experience and assumptions used in establishing liabilities related to
other contingencies or obligations; (xiii) the effects of business disruption or
economic contraction due to terrorism or other hostilities; (xiv) the Company's
ability to identify and consummate on successful terms any future acquisitions,
and to successfully integrate acquired businesses with minimal disruption; and
(xv) other risks and uncertainties described from time to time in MetLife,
Inc.'s filings with the United States Securities and Exchange Commission
("SEC"), including its S-1 and S-3 registration statements. The Company
specifically disclaims any obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments or
otherwise.

ECONOMIC CAPITAL

     Economic Capital is an internally developed risk capital model, the purpose
of which is to measure the risk in the business and to provide a basis upon
which capital is deployed. The Economic Capital model accounts for the unique
and specific nature of the risks inherent in MetLife's businesses. This is in
contrast to the standardized regulatory RBC formula, which is not as refined in
its risk calculations with respect to the nuances of the Company's businesses.

                                        58


     As part of the economic capital process a portion of net investment income
is credited to the segments based on the level of allocated equity.

ACQUISITIONS AND DISPOSITIONS

     On September 29, 2005, the Company completed the sale of P.T. Sejahtera
("MetLife Indonesia") to a third party resulting in a gain upon disposal of $10
million, net of income taxes. As a result of this sale, the Company recognized
income from discontinued operations of $5 million, net of income taxes, for the
year ended December 31, 2005. The Company reclassified the assets, liabilities
and operations of MetLife Indonesia into discontinued operations for all periods
presented.

     On September 1, 2005, the Company completed the acquisition of CitiStreet
Associates, a division of CitiStreet LLC, that is primarily involved in the
distribution of annuity products and retirement plans to the education,
healthcare, and not-for-profit markets, for approximately $56 million, of which
$2 million was allocated to goodwill and $54 million to other identifiable
intangibles, specifically the value of customer relationships acquired, which
has a weighted average amortization period of 16 years. CitiStreet Associates
will be integrated with MetLife Resources, a division of MetLife dedicated to
providing retirement plans and financial services to the same markets.

     On July 1, 2005, the Holding Company completed the acquisition of The
Travelers Insurance Company ("TIC"), excluding certain assets, most
significantly, Primerica, from Citigroup Inc. ("Citigroup"), and substantially
all of Citigroup's international insurance businesses (collectively,
"Travelers"), for $12.0 billion. The results of Travelers' operations were
included in the Company's consolidated financial statements beginning July 1,
2005. As a result of the acquisition, management of the Company increased
significantly the size and scale of the Company's core insurance and annuity
products and expanded the Company's presence in both the retirement & savings
domestic and international markets. The distribution agreements executed with
Citigroup as part of the acquisition will provide the Company with one of the
broadest distribution networks in the industry. Consideration paid by the
Holding Company for the purchase 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. Consideration paid to Citigroup will be finalized
subject to review of the June 30, 2005 financial statements of Travelers by both
the Company and Citigroup and interpretation of the provisions of the
acquisition agreement by both parties. In addition to cash on-hand, the purchase
price was financed through the issuance of common stock as described above, debt
securities, common equity units and preferred shares. See "-- Liquidity and
Capital Resources -- The Holding Company -- Liquidity Sources."

     On January 31, 2005, the Company completed the sale of SSRM Holdings, Inc.
("SSRM") to a third party for $328 million in cash and stock. As a result of the
sale of SSRM, the Company recognized income from discontinued operations of
approximately $157 million, net of income taxes, comprised of a realized gain of
$165 million, net of income taxes, and an operating expense related to a lease
abandonment of $8 million, net of income taxes. Under the terms of the sale
agreement, MetLife will have an opportunity to receive, prior to the end of
2006, payments aggregating up to approximately 25% of the base purchase price,
based on, among other things, certain revenue retention and growth measures. The
purchase price is also subject to reduction over five years, depending on
retention of certain MetLife-related business. Also under the terms of such
agreement, MetLife had the opportunity to receive additional consideration for
the retention of certain customers for a specific period in 2005. In the fourth
quarter of 2005, upon finalization of the computation, the Company received a
payment of $12 million, net of income taxes, due to the retention of these
specific customer accounts. The Company reclassified the assets, liabilities and
operations of SSRM into discontinued operations for all periods presented.
Additionally, the sale of SSRM resulted in the elimination of the Company's
Asset Management segment. The remaining asset management business, which is
insignificant, has been reclassified into Corporate & Other. The Company's
discontinued operations for the year ended December 31, 2005 also includes
expenses of approximately $6 million, net of income taxes, related to the sale
of SSRM.

     In 2003, a subsidiary of MetLife, Inc., Reinsurance Group of America,
Incorporated ("RGA"), entered into a coinsurance agreement under which it
assumed the traditional U.S. life reinsurance business of Allianz

                                        59


Life Insurance Company of North America ("Allianz Life"). The transaction added
approximately $278 billion of life reinsurance in-force, $246 million of
premiums and $11 million of income before income tax expense, excluding minority
interest expense, in 2003. The effects of such transaction are included within
the Reinsurance segment.

     In 2002, the Company acquired Aseguradora Hidalgo S.A. ("Hidalgo"), an
insurance company based in Mexico with approximately $2.5 billion in assets as
of the date of acquisition (June 20, 2002). During the second quarter of 2003,
as a part of its acquisition and integration strategy, the International segment
completed the legal merger of Hidalgo into its original Mexican subsidiary,
Seguro Genesis, S.A., forming MetLife Mexico, S.A. As a result of the merger of
these companies, the Company recorded $62 million of earnings, net of income
taxes, from the merger and a reduction in policyholder liabilities resulting
from a change in methodology in determining the liability for future policy
benefits. Such benefit was recorded in the second quarter of 2003 in the
International segment.

IMPACT OF HURRICANES

     On August 29, 2005, Hurricane Katrina made landfall in the states of
Louisiana, Mississippi and Alabama causing catastrophic damage to these coastal
regions. As of December 31, 2005, the Company recognized total net losses
related to the catastrophe of $134 million, net of income taxes and reinsurance
recoverables and including reinstatement premiums and other reinsurance-related
premium adjustments, which impacted the Auto & Home and Institutional segments.
The Auto & Home and Institutional segments recorded net losses related to the
catastrophe of $120 million and $14 million, each net of income taxes and
reinsurance recoverables and including reinstatement premiums and other
reinsurance-related premium adjustments, respectively. MetLife's gross losses
from Katrina were approximately $335 million, primarily arising from the
Company's homeowners business.

     On October 24, 2005, Hurricane Wilma made landfall across the state of
Florida. As of December 31, 2005, the Company's Auto & Home segment recognized
total losses related to the catastrophe of $32 million, net of income taxes and
reinsurance recoverables. MetLife's gross losses from Hurricane Wilma were
approximately $57 million arising from the Company's homeowners and automobile
businesses.

     Additional hurricane-related losses may be recorded in future periods as
claims are received from insureds and claims to reinsurers are processed.
Reinsurance recoveries are dependent on the continued creditworthiness of the
reinsurers, which may be affected by their other reinsured losses in connection
with Hurricanes Katrina and Wilma and otherwise. In addition, lawsuits,
including purported class actions, have been filed in Mississippi and Louisiana
challenging denial of claims for damages caused to their property during
Hurricane Katrina. Metropolitan Property and Casualty Insurance Company ("MPC")
is a named party in some of these lawsuits. In addition, rulings in cases in
which MPC is not a party may affect interpretation of its policies. MPC intends
to vigorously defend these matters. However, any adverse rulings could result in
an increase in the Company's hurricane-related claim exposure and losses. Based
on information currently known by management, it does not believe that
additional claim losses resulting from Hurricane Katrina will have a material
adverse impact on the Company's consolidated financial statements.

SUMMARY OF CRITICAL ACCOUNTING ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP") requires
management to adopt accounting policies and make estimates and assumptions that
affect amounts reported in the consolidated financial statements. The most
critical estimates include those used in determining: (i) investment
impairments; (ii) the fair value of investments in the absence of quoted market
values; (iii) application of the consolidation rules to certain investments;
(iv) the fair value of and accounting for derivatives; (v) the capitalization
and amortization of deferred policy acquisition costs ("DAC"), including value
of business acquired ("VOBA"); (vi) the measurement of goodwill and related
impairment, if any; (vii) the liability for future policyholder benefits; (viii)
accounting for reinsurance transactions;(ix) the liability for litigation and
regulatory matters; and (x) accounting for employee benefit plans. The
application of purchase accounting requires the use of estimation techniques in
determining the fair value of the assets acquired and liabilities assumed -- the
most significant of which relate to the aforementioned critical estimates. In
applying these policies, management

                                        60


makes subjective and complex judgments that frequently require estimates about
matters that are inherently uncertain. Many of these policies, estimates and
related judgments are common in the insurance and financial services industries;
others are specific to the Company's businesses and operations. Actual results
could differ from these estimates.

  INVESTMENTS

     The Company's principal investments are in fixed maturities, mortgage and
consumer loans, other limited partnerships, and real estate and real estate
joint ventures, all of which are exposed to three primary sources of investment
risk: credit, interest rate and market valuation. The financial statement risks
are those associated with the recognition of impairments and income, as well as
the determination of fair values. The assessment of whether impairments have
occurred is based on management's case-by-case evaluation of the underlying
reasons for the decline in fair value. Management considers a wide range of
factors about the security issuer and uses its best judgment in evaluating the
cause of the decline in the estimated fair value of the security and in
assessing the prospects for near-term recovery. Inherent in management's
evaluation of the security are assumptions and estimates about the operations of
the issuer and its future earnings potential. Considerations used by the Company
in the impairment evaluation process include, but are not limited to: (i) the
length of time and the extent to which the market value has been below cost or
amortized cost; (ii) the potential for impairments of securities when the issuer
is experiencing significant financial difficulties; (iii) the potential for
impairments in an entire industry sector or sub-sector; (iv) the potential for
impairments in certain economically depressed geographic locations; (v) the
potential for impairments of securities where the issuer, series of issuers or
industry has suffered a catastrophic type of loss or has exhausted natural
resources; (vi) the Company's ability and intent to hold the security for a
period of time sufficient to allow for the recovery of its value to an amount
equal to or greater than cost or amortized cost; (vii) unfavorable changes in
forecasted cash flows on asset-backed securities; and (viii) other subjective
factors, including concentrations and information obtained from regulators and
rating agencies. In addition, the earnings on certain investments are dependent
upon market conditions, which could result in prepayments and changes in amounts
to be earned due to changing interest rates or equity markets. The determination
of fair values in the absence of quoted market values is based on: (i) valuation
methodologies; (ii) securities the Company deems to be comparable; and (iii)
assumptions deemed appropriate given the circumstances. The use of different
methodologies and assumptions may have a material effect on the estimated fair
value amounts. In addition, the Company enters into certain structured
investment transactions, real estate joint ventures and limited partnerships for
which the Company may be deemed to be the primary beneficiary and, therefore,
may be required to consolidate such investments. The accounting rules for the
determination of the primary beneficiary are complex and require evaluation of
the contractual rights and obligations associated with each party involved in
the entity, an estimate of the entity's expected losses and expected residual
returns and the allocation of such estimates to each party.

  DERIVATIVES

     The Company enters into freestanding derivative transactions primarily to
manage the risk associated with variability in cash flows or changes in fair
values related to the Company's financial assets and liabilities. The Company
also uses derivative instruments to hedge its currency exposure associated with
net investments in certain foreign operations. The Company also purchases
investment securities, issues certain insurance policies and engages in certain
reinsurance contracts that have embedded derivatives. The associated financial
statement risk is the volatility in net income which can result from (i) changes
in fair value of derivatives not qualifying as accounting hedges; (ii)
ineffectiveness of designated hedges; and (iii) counterparty default. In
addition, there is a risk that embedded derivatives requiring bifurcation are
not identified and reported at fair value in the consolidated financial
statements. Accounting for derivatives is complex, as evidenced by significant
authoritative interpretations of the primary accounting standards which continue
to evolve, as well as the significant judgments and estimates involved in
determining fair value in the absence of quoted market values. These estimates
are based on valuation methodologies and assumptions deemed appropriate under
the circumstances. Such assumptions include estimated volatility and interest
rates used in the determination of fair value where quoted market values are not
available. The use of different assumptions may have a material effect on the
estimated fair value amounts.
                                        61


  DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

     The Company incurs significant costs in connection with acquiring new and
renewal insurance business. These costs, which vary with and are primarily
related to the production of that business, are deferred. The recovery of DAC is
dependent upon the future profitability of the related business. The amount of
future profit is dependent principally on investment returns in excess of the
amounts credited to policyholders, mortality, morbidity, persistency, interest
crediting rates, expenses to administer the business, creditworthiness of
reinsurance counterparties and certain economic variables, such as inflation. Of
these factors, the Company anticipates that investment returns are most likely
to impact the rate of amortization of such costs. The aforementioned factors
enter into management's estimates of gross margins and profits, which generally
are used to amortize such costs. VOBA, included in DAC, reflects the estimated
fair value of in-force contracts in a life insurance company acquisition and
represents the portion of the purchase price that is allocated to the value of
the right to receive future cash flows from the insurance and annuity contracts
in force at the acquisition date. VOBA is based on actuarially determined
projections, by each block of business, of future policy and contract charges,
premiums, mortality and morbidity, separate account performance, surrenders,
operating expenses, investment returns and other factors. Actual experience on
the purchased business may vary from these projections. Revisions to estimates
result in changes to the amounts expensed in the reporting period in which the
revisions are made and could result in the impairment of the asset and a charge
to income if estimated future gross margins and profits are less than amounts
deferred. In addition, the Company utilizes the reversion to the mean
assumption, a common industry practice, in its determination of the amortization
of DAC. This practice assumes that the expectation for long-term appreciation in
equity markets is not changed by minor short-term market fluctuations, but that
it does change when large interim deviations have occurred.

  GOODWILL

     Goodwill is the excess of cost over the fair value of net assets acquired.
The Company tests goodwill for impairment at least annually or more frequently
if events or circumstances, such as adverse changes in the business climate,
indicate that there may be justification for conducting an interim test.
Impairment testing is performed using the fair value approach, which requires
the use of estimates and judgment, at the "reporting unit" level. A reporting
unit is the operating segment, or a business that is one level below the
operating segment if discrete financial information is prepared and regularly
reviewed by management at that level. For purposes of goodwill impairment
testing, goodwill within Corporate & Other is allocated to reporting units
within the Company's business segments. If the carrying value of a reporting
unit's goodwill exceeds its fair value, the excess is recognized as an
impairment and recorded as a charge against net income. The fair values of the
reporting units are determined using a market multiple or discounted cash flow
model. The critical estimates necessary in determining fair value are projected
earnings, comparative market multiples and the discount rate.

  LIABILITY FOR FUTURE POLICY BENEFITS AND UNPAID CLAIMS AND CLAIM EXPENSES

     The Company establishes liabilities for amounts payable under insurance
policies, including traditional life insurance, traditional annuities and
non-medical health insurance. Generally, amounts are payable over an extended
period of time and liabilities are established based on methods and underlying
assumptions in accordance with GAAP and applicable actuarial standards.
Principal assumptions used in the establishment of liabilities for future policy
benefits are mortality, morbidity, expenses, persistency, investment returns and
inflation. Utilizing these assumptions, liabilities are established on a block
of business basis.

     The Company also establishes liabilities for unpaid claims and claim
expenses for property and casualty claim insurance which represent the amount
estimated for claims that have been reported but not settled and claims incurred
but not reported. Liabilities for unpaid claims are estimated based upon the
Company's historical experience and other actuarial assumptions that consider
the effects of current developments, anticipated trends and risk management
programs, reduced for anticipated salvage and subrogation.

                                        62


     Differences between actual experience and the assumptions used in pricing
these policies and in the establishment of liabilities result in variances in
profit and could result in losses. The effects of changes in such estimated
liabilities are included in the results of operations in the period in which the
changes occur.

  REINSURANCE

     The Company enters into reinsurance transactions as both a provider and a
purchaser of reinsurance. Accounting for reinsurance requires extensive use of
assumptions and estimates, particularly related to the future performance of the
underlying business and the potential impact of counterparty credit risks. The
Company periodically reviews actual and anticipated experience compared to the
aforementioned assumptions used to establish assets and liabilities relating to
ceded and assumed reinsurance and evaluates the financial strength of
counterparties to its reinsurance agreements using criteria similar to that
evaluated in the security impairment process discussed previously. Additionally,
for each of its reinsurance contracts, the Company must determine if the
contract provides indemnification against loss or liability relating to
insurance risk, in accordance with applicable accounting standards. The Company
must review all contractual features, particularly those that may limit the
amount of insurance risk to which the reinsurer is subject or features that
delay the timely reimbursement of claims. If the Company determines that a
reinsurance contract does not expose the reinsurer to a reasonable possibility
of a significant loss from insurance risk, the Company records the contract
using the deposit method of accounting.

  LITIGATION

     The Company is a party to a number of legal actions and regulatory
investigations. Given the inherent unpredictability of these matters, it is
difficult to estimate the impact on the Company's consolidated financial
position. Liabilities are established when it is probable that a loss has been
incurred and the amount of the loss can be reasonably estimated. Liabilities
related to certain lawsuits, including the Company's asbestos-related liability,
are especially difficult to estimate due to the limitation of available data and
uncertainty regarding numerous variables used to determine amounts recorded. The
data and variables that impact the assumptions used to estimate the Company's
asbestos-related liability include the number of future claims, the cost to
resolve claims, the disease mix and severity of disease, the jurisdiction of
claims filed, tort reform efforts and the impact of any possible future adverse
verdicts and their amounts. On a quarterly and annual basis the Company reviews
relevant information with respect to liabilities for litigation, regulatory
investigations and litigation-related contingencies to be reflected in the
Company's consolidated financial statements. The review includes senior legal
and financial personnel. It is possible that an adverse outcome in certain of
the Company's litigation and regulatory investigations, including
asbestos-related cases, or the use of different assumptions in the determination
of amounts recorded could have a material effect upon the Company's consolidated
net income or cash flows in particular quarterly or annual periods.

  EMPLOYEE BENEFIT PLANS

     Certain subsidiaries of the Holding Company sponsor pension and other
retirement plans in various forms covering employees who meet specified
eligibility requirements. The reported expense and liability associated with
these plans require an extensive use of assumptions which include the discount
rate, expected return on plan assets and rate of future compensation increases
as determined by the Company. Management determines these assumptions based upon
currently available market and industry data, historical performance of the plan
and its assets, and consultation with an independent consulting actuarial firm.
These assumptions used by the Company may differ materially from actual results
due to changing market and economic conditions, higher or lower withdrawal rates
or longer or shorter life spans of the participants. These differences may have
a significant effect on the Company's consolidated financial statements and
liquidity.

FINANCIAL CONDITION

     As a result of the Travelers acquisition, management of the Company
increased significantly the size and scale of the Company's core insurance and
annuity products and expanded the Company's presence in both

                                        63


the retirement & savings domestic and international markets. The distribution
agreements executed with Citigroup as part of the acquisition will provide the
Company with one of the broadest distribution networks in the industry.

     The Travelers assets and liabilities acquired of $102 billion and $90
billion, respectively, have been included in the consolidated balance sheet of
the Company at their estimated fair market values as of the date of acquisition,
July 1, 2005, and significantly increased the Company's assets and liabilities
in its consolidated financial statements as of December 31, 2005, as included
elsewhere herein. The purchase price of $12 billion was financed through the
issuance of common stock of $1 billion to Citigroup, issuances to the public of
preferred stock of $2 billion, common equity units of $2 billion and debt
securities of $3 billion and the use of cash on hand of $4 billion.

RESULTS OF OPERATIONS

  EXECUTIVE SUMMARY

     MetLife, Inc. is a leading provider of insurance and other financial
services to millions of individual and institutional customers throughout the
United States. Through its subsidiaries and affiliates, MetLife, Inc. offers
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, the MetLife companies have direct
insurance operations in Asia Pacific, Latin America and Europe. MetLife is
organized into five operating segments: Institutional, Individual, Auto & Home,
International and Reinsurance, as well as Corporate & Other.

     The management's discussion and analysis which follows isolates, in order
to be meaningful, the results of the Travelers acquisition in the period over
period comparison as the Travelers acquisition was not included in the results
of the Company until July 1, 2005. The Travelers' amounts which have been
isolated represent the results of the Travelers legal entities which have been
acquired. These amounts represent the impact of the Travelers acquisition;
however, as business currently transacted through the acquired Travelers legal
entities is transitioned to legal entities already owned by the Company, some of
which has already occurred, the identification of the Travelers legal entity
business will not necessarily be indicative of the impact of the Travelers
acquisition on the results of the Company.

     As a part of the Travelers acquisition, management realigned certain
products and services within several of the Company's segments to better conform
to the way it manages and assesses its business. Accordingly, all prior period
segment results have been adjusted to reflect such product reclassifications.
Also in connection with the Travelers acquisition, management has utilized its
economic capital model to evaluate the deployment of capital based upon the
unique and specific nature of the risks inherent in the Company's existing and
newly acquired businesses and has adjusted such allocations based upon this
model.

  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2004

     The Company reported $4,651 million in net income available to common
shareholders and diluted earnings per common share of $6.16 for the year ended
December 31, 2005 compared to $2,758 million in net income available to common
shareholders and diluted earnings per common share of $3.65 for the year ended
December 31, 2004. The acquisition of Travelers contributed $233 million to net
income available to common shareholders for the year ended December 31, 2005.
Excluding the impact of Travelers, net income available to common shareholders
increased by $1,660 million in the 2005 period. The years ended December 31,
2005 and 2004 include the impact of certain transactions or events, the timing,
nature and amount of which are generally unpredictable. These transactions are
described in each applicable segment's discussion below. These items contributed
a benefit of $71 million, net of income taxes, to the year ended December 31,
2005 and a benefit of $113 million, net of income taxes, to the comparable 2004
period. Excluding the impact of these items, net income available to common
shareholders increased by $1,702 million for the year ended December 31, 2005
compared to the prior 2004 period.

                                        64


     In 2005, the Company sold its One Madison Avenue and 200 Park Avenue
properties in Manhattan, New York, which, combined, resulted in a gain of $1,193
million, net of income taxes. In addition, during 2005, the Company completed
the sales of SSRM and MetLife Indonesia and recognized gains of $177 million and
$10 million, respectively, both net of income taxes. In 2004, the Company
completed the sale of the Sears Tower property resulting in a gain of $85
million, net of income taxes. Accordingly, income from discontinued operations
and, correspondingly, net income, increased by $1,368 million for the year ended
December 31, 2005 compared to the 2004 period primarily as a result of the
aforementioned sales.

     These increases were partially offset by an increase in net investment
losses of $170 million, net of income taxes, for the year ended December 31,
2005 as compared to the corresponding period in 2004. The acquisition of
Travelers contributed a loss of $132 million, net of income taxes, to this
decrease. Excluding the impact of Travelers, net investment gains (losses)
decreased by $38 million, net of income taxes, in the 2005 period. This decrease
is primarily due to losses on fixed maturity security sales resulting from
continued portfolio repositioning in the 2005 period. Significantly offsetting
these reductions is an increase in gains from the mark-to-market on derivatives
in 2005. The derivative gains resulted from changes in the value of the dollar
versus major foreign currencies, including the euro and pound sterling, and
changes in U.S. interest rates during the year ended December 31, 2005.

     The increase in net income available to common shareholders during the year
ended December 31, 2005 as compared to the prior year is partially due to the
decrease in net income available to common shareholders in the prior year of $86
million, net of income taxes, as a result of a cumulative effect of a change in
accounting principle in 2004 recorded in accordance with Statement of Position
("SOP") 03-1, Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts ("SOP 03-1").

     In addition, during the second half of the year ended December 31, 2005,
the Company paid $63 million in dividends on its Series A and Series B preferred
shares issued in connection with financing the acquisition of Travelers.

     The remaining increase in net income available to common shareholders of
$349 million is primarily due to an increase in premiums, fees and other
revenues primarily from continued sales growth across most of the Company's
business segments, as well as the positive impact of the U.S. financial markets
on policy fees. Policy fees from variable life and annuity and investment-type
products are typically calculated as a percentage of the average assets in
policyholder accounts. The value of these assets can fluctuate depending on
equity performance. In addition, continued strong investment spreads are largely
due to higher than expected net investment income from corporate joint venture
income and bond and commercial mortgage prepayment fees. Partially offsetting
these increases is a rise in expenses primarily due to higher interest expense,
integration costs, corporate incentive expenses, non deferrable volume-related
expenses, corporate support expenses and DAC amortization.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2003

     The Company reported $2,758 million in net income available to common
shareholders and diluted earnings per common share of $3.65 for the year ended
December 31, 2004 compared to $2,196 million in net income available to common
shareholders and diluted earnings per common share of $2.94 for the year ended
December 31, 2003. Continued top-line revenue growth across all of the Company's
business segments, strong interest rate spreads and an improvement in net
investment gains (losses) are the leading contributors to the 26% increase in
net income available to common shareholders for the year ended December 31, 2004
over the comparable 2003 period.

     Total premiums, fees and other revenues increased to $26.3 billion, up 8%,
from the year ended December 31, 2003, primarily from continued sales growth
across most of the Company's business segments, as well as the positive impact
of the U.S. financial markets on policy fees. Policy fees from variable life and
annuity and investment-type products are typically calculated as a percentage of
the average assets in policyholder accounts. The value of these assets can
fluctuate depending on equity performance. Continued strong investment spreads
are largely due to higher than expected net investment income from corporate
joint
                                        65


venture income and bond and commercial mortgage prepayment fees. In addition, an
improvement in net investment gains (losses), net of income taxes, of $461
million is primarily due to the more favorable economic environment in 2004.

     These increases are partially offset by an $86 million, net of income
taxes, cumulative effect of a change in accounting principle in 2004 recorded in
accordance with SOP 03-1. In comparison, in the 2003 period the Company recorded
a $26 million charge for a cumulative effect of a change in accounting in
accordance with Financial Accounting Standards Board ("FASB") Statement 133
Implementation Issue No. B36, Embedded Derivatives: Modified Coinsurance
Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That
Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor
under Those Instruments ("Issue B36").

  INDUSTRY TRENDS

     The Company's segments continue to be influenced by a variety of trends
that affect the industry.

     Financial Environment.  The current financial environment presents a
challenge for the life insurance industry. A low general level of short-term and
long-term interest rates can have a negative impact on the demand for and the
profitability of spread-based products such as fixed annuities, guaranteed
interest contracts and universal life insurance. In addition, continued low
interest rates could put pressure on interest spreads on existing blocks of
business as declining investment portfolio yields draw closer to minimum
crediting rate guarantees on certain products. The compression of the yields
between spread-based products and interest rates will be a concern until new
money rates on corporate bonds are higher than overall life insurer investment
portfolio yields. Recent volatile equity market performance has also presented
challenges for life insurers, as fee revenue from variable annuities and pension
products is tied to separate account balances, which reflect equity market
performance. Also, variable annuity product demand often mirrors consumer demand
for equity market investments.

     Improving Economy.  A recovery in the employment market combined with
higher corporate confidence should improve demand for group insurance and
retirement & savings-type products. Group insurance premium growth, for example,
with respect to life and disability products, are closely tied to employers'
total payroll growth. Additionally, the potential market for these products is
expanded by new business creation. Bond portfolio credit losses have also
benefited from an increasingly healthy economy.

     Demographics.  In the coming decade, a key driver shaping the actions of
the life insurance industry will be the rising income protection, wealth
accumulation, protection and transfer needs of the retiring Baby Boomers -- the
first of whom have entered their pre-retirement, peak savings years. As a result
of increasing longevity, retirees will need to accumulate sufficient savings to
finance retirements that may span 30 or more years. Helping the Baby Boomers
accumulate assets for retirement and subsequently converting these assets into
retirement income represents a transformative opportunity for the life insurance
industry.

     Life insurers are well positioned to address the Baby Boomers' rapidly
increasing need for savings tools and for income protection. In light of recent
Social Security reform and pension solvency concerns, "protection" is what sets
the U.S. life insurance industry apart from other financial services providers
pursuing the retiring Baby Boomer segment. The Company believes that, among life
insurers, those with strong brands, high financial strength ratings, and broad
distribution, are best positioned to capitalize on the opportunity to offer
income protection products to Baby Boomers.

     Moreover, the life insurance industry's products and the needs they are
designed to address are complex. The Company believes that individuals
approaching retirement age will need to seek advice to plan for and manage their
retirements and that, in the workplace, as employees take greater responsibility
for their benefit options and retirement planning, they will need individually
tailored advice. The challenge for the life insurance industry remains
delivering tailored advice in a cost effective manner.

     Competitive Pressures.  The life insurance industry is becoming
increasingly competitive. The product development and product life-cycles have
shortened in many product segments, leading to more intense competition with
respect to product features. Larger companies have the ability to invest in
brand equity,
                                        66


product development and risk management, which are among the fundamentals for
sustained profitable growth in the life insurance industry. In addition, several
of the industry's products can be quite homogeneous and subject to intense price
competition, and sufficient scale, financial strength and flexibility are
becoming prerequisites for sustainable growth in the life insurance industry.
Larger market participants tend to have the capacity to invest in additional
distribution capability and the information technology needed to offer the
superior customer service demanded by an increasingly sophisticated industry
client base.

     Regulatory Changes.  The life insurance industry is regulated at the state
level, with some products also subject to federal regulation. As life insurers
introduce new and often more complex products, regulators refine capital
requirements and introduce new reserving standards for the life insurance
industry. Regulation recently adopted or currently under review can potentially
impact the reserve and capital requirements for several of the industry's
products. In addition, regulators have undertaken market and sales practices
reviews of several markets or products including equity-indexed annuities,
variable annuities and group products.

  DISCUSSION OF RESULTS



                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
REVENUES
Premiums................................................  $24,860   $22,200   $20,575
Universal life and investment-type product policy
  fees..................................................    3,828     2,867     2,495
Net investment income...................................   14,910    12,364    11,472
Other revenues..........................................    1,271     1,198     1,199
Net investment gains (losses)...........................      (93)      175      (551)
                                                          -------   -------   -------
  Total revenues........................................   44,776    38,804    35,190
                                                          -------   -------   -------
EXPENSES
Policyholder benefits and claims........................   25,506    22,662    20,811
Interest credited to policyholder account balances......    3,925     2,997     3,035
Policyholder dividends..................................    1,679     1,666     1,731
Other expenses..........................................    9,267     7,813     7,168
                                                          -------   -------   -------
  Total expenses........................................   40,377    35,138    32,745
                                                          -------   -------   -------
Income from continuing operations before provision for
  income taxes..........................................    4,399     3,666     2,445
Provision for income taxes..............................    1,260     1,029       616
                                                          -------   -------   -------
Income from continuing operations.......................    3,139     2,637     1,829
Income from discontinued operations, net of income
  taxes.................................................    1,575       207       414
                                                          -------   -------   -------
Income before cumulative effect of a change in
  accounting, net of income taxes.......................    4,714     2,844     2,243
Cumulative effect of a change in accounting, net of
  income taxes..........................................       --       (86)      (26)
                                                          -------   -------   -------
Net income..............................................    4,714     2,758     2,217
Preferred stock dividends...............................       63        --        --
Charge for conversion of company-obligated mandatorily
  redeemable securities of a subsidiary trust...........       --        --        21
                                                          -------   -------   -------
Net income available to common shareholders.............  $ 4,651   $ 2,758   $ 2,196
                                                          =======   =======   =======


                                        67


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- THE COMPANY

     Income from continuing operations increased by $502 million, or 19%, to
$3,139 million for the year ended December 31, 2005 from $2,637 million in the
comparable 2004 period. The current period includes $233 million of income from
continuing operations related to the acquisition of Travelers. Included in the
Travelers results is a charge for the establishment of an excess mortality
reserve related to group of specific policies. In connection with MetLife's
acquisition of Travelers, the Company has performed reviews of Travelers
underwriting criteria in its effort to refine its estimated fair values for the
purchase price allocation. As a result of these reviews and actuarial analyses,
and to be consistent with MetLife's existing reserving methodologies, the
Company has established an excess mortality reserve on a specific group of
policies. This resulted in a charge of $20 million, net of income taxes, to
fourth quarter results. The Company expects to complete its reviews and refine
its estimate of the excess mortality reserve by June 30, 2006. Excluding the
acquisition of Travelers, income from continuing operations increased by $269
million, or 10%. Income from continuing operations for the year ended December
31, 2005 and 2004 includes the impact of certain transactions or events, the
timing, nature and amount of which are generally unpredictable. These
transactions are described in each applicable segment's discussion below. These
items contributed a benefit of $71 million, net of income taxes, to the year
ended December 31, 2005 and a benefit of $113 million, net of income taxes, to
the comparable 2004 period. Excluding the impact of these items, income from
continuing operations increased by $311 million for the year ended December 31,
2005 compared to the prior 2004 period. The Individual segment contributed $248
million, net of income taxes, to the increase, as a result of interest rate
spreads, increased fee income related to the growth in separate account
products, favorable underwriting, a decrease in the closed block-related
policyholder dividend obligation, lower annuity net guaranteed benefit costs and
lower DAC amortization. These increases were partially offset by lower net
investment income, net investment losses and higher operating costs offset by
revisions to certain expense, premium tax and policyholder liability estimates
in the current year and write-offs of certain assets in the prior year. The
Institutional segment contributed $50 million, net of income taxes, to this
increase primarily due to favorable interest spreads, partially offset by a
decrease in net investment gains, an adjustment recorded on DAC associated with
certain long-term care products in 2005, unfavorable underwriting and an
increase in other expenses. The Auto & Home segment contributed $16 million, net
of income taxes, to the 2005 increase primarily due to improvements in the
development of prior year claims, the non-catastrophe combined ratio, and losses
from the involuntary Massachusetts automobile plan, as well as an increase in
net investment income and earned premium. These increases in the Auto & Home
segment were partially offset by an increase in catastrophes as a result of the
impact of Hurricanes Katrina and Wilma and an increase in other expenses. The
Reinsurance segment contributed $9 million, net of income taxes, to this
increase primarily due to premium growth and higher net investment income,
partially offset by unfavorable mortality as a result of higher claim levels in
the U.S. and U.K. and a reduction in net investment gains. The International
segment contributed $9 million, net of income taxes, primarily due to business
growth in South Korea, Chile and Mexico. These increases in the International
segment were partially offset by an increase in certain policyholder liabilities
caused by unrealized investment gains (losses) on the invested assets supporting
those liabilities, an increase in expenses for start up costs and contingency
liabilities in Mexico, as well as a decrease in Canada primarily due to a
realignment of economic capital offset by the strengthening of the liability on
its pension business related to changes in mortality assumptions in the prior
year and higher oversight and infrastructure expenditures in support of the
segment growth. These increases in income from continuing operations were
partially offset by a decrease of $21 million, net of income taxes, in Corporate
& Other. The decrease in Corporate & Other is primarily due to higher interest
expense on debt, integration costs associated with the acquisition of Travelers,
higher interest credited on bank holder deposits and legal-related liabilities,
partially offset by an increase in net investment income, higher net investment
gains and a decrease in corporate support expenses.

     Premiums, fees and other revenues increased by $3,694 million, or 14%, to
$29,959 million for the year ended December 31, 2005 from $26,265 million for
the comparable 2004 period. The current period includes $1,009 million of
premium, fees and other revenues related to the acquisition of Travelers.
Excluding the acquisition of Travelers, premium, fees and other revenues
increased by $2,685 million, or 10%. The Institutional segment contributed
$1,266 million, or 47%, to the year over year increase. The Institutional
                                        68


segment increase is primarily due to sales growth and the acquisition of new
business in the non-medical health & other business, as well as improved sales
and favorable persistency in group life and higher structured settlement sales
and pension close-outs in retirement & savings. The Reinsurance segment
contributed $523 million, or 19%, to the Company's year over year increase in
premiums, fees and other revenues. This growth is primarily attributable to new
premiums from facultative and automatic treaties and renewal premiums on
existing blocks of business, as well as favorable exchange rate movements. The
International segment contributed $452 million, or 17%, to the year over year
increase primarily due to business growth through increased sales and renewal
business in Mexico, South Korea, Brazil, and Taiwan, as well as changes in
foreign currency rates. In addition, Chile's premiums, fees and other revenues
increased due to the new bank distribution channel established in 2005. The
Individual segment contributed $445 million, or 17%, to the year over year
increase primarily due to higher fee income from variable annuity and universal
life products, active marketing of income annuity products and growth in the
business in traditional life products. The growth in traditional products more
than offset the decline in premiums in the Company's closed block business as
this business continues to run-off. Corporate & Other contributed $38 million,
or 1%, to the year over year increase, primarily due to intersegment
eliminations. The increase in premiums, fees and other revenues were partially
offset by a decrease in the Auto & Home segment of $39 million, or 1%. This
decrease is primarily attributable to reinstatement and additional
reinsurance-related premiums due to Hurricane Katrina.

     Interest rate margins, which generally represent the margin between net
investment income and interest credited to policyholder account balances,
increased in the Institutional and Individual segments for the year ended
December 31, 2005 compared to the prior year period. Earnings from interest rate
spreads are influenced by several factors, including business growth, movement
in interest rates, and certain investment and investment-related transactions,
such as corporate joint venture income and bond and commercial mortgage
prepayment fees, the timing and amount of which are generally unpredictable and,
as a result, can fluctuate from period to period. If interest rates remain low,
it could result in compression of the Company's interest rate spreads on several
of its products, which provide guaranteed minimum rates of return to
policyholders. This compression could adversely impact the Company's future
financial results.

     Underwriting results were favorable within the life products in the
Individual and Institutional segments, while underwriting results were
unfavorable in the Reinsurance segment and in the retirement & savings and non
medical health & other products within the Institutional segment. Underwriting
results are generally the difference between the portion of premium and fee
income intended to cover mortality, morbidity or other insurance costs, less
claims incurred, and the change in insurance-related liabilities. Underwriting
results are significantly influenced by mortality, morbidity or other
insurance-related experience trends and the reinsurance activity related to
certain blocks of business and, as a result, can fluctuate from period to
period. Underwriting results, excluding catastrophes, in the Auto & Home segment
were favorable for the year ended December 31, 2005, as the combined ratio,
excluding catastrophes and before the reinstatement premiums and other
reinsurance related premium adjustments due to Hurricane Katrina, decreased to
86.7% from 90.4% in the prior year period. Offsetting the improved
non-catastrophe ratios in the Auto & Home segment was an increase in
catastrophes primarily due to Hurricanes Katrina and Wilma. Underwriting results
in the International segment increased commensurate with the growth in the
business as discussed above.

     Other expenses increased by $1,454 million, or 19%, to $9,267 million for
the year ended December 31, 2005 from $7,813 million for the comparable 2004
period. The current period includes $618 million of other expenses related to
the acquisition of Travelers. Excluding the acquisition of Travelers, other
expenses increased by $836 million, or 11%. The year ended December 31, 2005
includes a $28 million benefit associated with the reduction of a previously
established real estate transfer tax liability related to the Company's
demutualization in 2000. The year ended December 31, 2004 reflects a $49 million
reduction of a premium tax liability and a $22 million reduction of a liability
for interest associated with the resolution of all issues relating to the
Internal Revenue Service's audit of Metropolitan Life's and its subsidiaries'
tax returns for the years 1997-1999. These decreases were partially offset by a
$50 million contribution of appreciated stock to the MetLife Foundation.
Excluding the impact of these transactions, other expenses increased by $843
million, or 11%, from the comparable 2004 period. Corporate & Other contributed
$413 million, or 49%,

                                        69


to the year over year variance primarily due to higher interest expense,
integration costs associated with the Travelers acquisition, growth in interest
credited to bank holder deposits at MetLife Bank, National Association ("MetLife
Bank" or "MetLife Bank, N.A.") and legal-related liabilities, partially offset
by a reduction in corporate support expenses. The Institutional segment
contributed $178 million, or 21%, to the year over year variance primarily due
to higher non-deferrable volume-related expenses associated with general
business growth, corporate support expenses, higher expenses related to
additional Travelers incentive accruals, as well as an adjustment recorded on
DAC associated with certain long-term care products in 2005. In addition, $174
million, or 21%, of this increase is primarily attributable to higher
amortization of DAC, changes in foreign currency rates, business growth
commensurate with the increase in revenues discussed above, a decrease in the
payroll tax liability and an accrual for an early retirement program in the
International segment. Other expenses in the International segment also
increased due to higher consultant fees for growth initiative projects, an
increase in compensation and incentive expenses, as well as higher costs for
legal, marketing and other corporate allocated expenses. The Reinsurance segment
also contributed $34 million, or 4%, to the increase in other expenses primarily
due to an increase in the amortization of DAC. The Auto & Home segment
contributed $33 million, or 4%, to this increase primarily due to increased
information technology, advertising and incentive and other compensation costs.
In addition, the Individual segment contributed $11 million, or 1%, to the year
over year increase primarily due to higher corporate incentive expenses and
general spending, partially offset by the revision of prior period estimates for
certain expense, premium tax and policyholder liabilities, as well as certain
asset write-offs in the prior year and lower DAC amortization.

     Net investment gains (losses) decreased by $268 million, or 153%, to a loss
of $93 million for the year ended December 31, 2005 from a net investment gain
of $175 million for the comparable 2004 period. The current year includes $208
million of net investment losses related to the acquisition of Travelers.
Excluding the acquisition of Travelers, net investment gains (losses) decreased
by $60 million, or 34%. This decrease is primarily due to losses on fixed
maturity security sales resulting from continued portfolio repositioning in the
2005 period. Significantly offsetting these reductions is an increase in gains
from the mark-to-market on derivatives in 2005. The derivative gains resulted
from changes in the value of the dollar versus major foreign currencies,
including the euro and pound sterling, and changes in U.S. interest rates during
the year ended December 31, 2005.

     Income tax expense for the year ended December 31, 2005 is $1,260 million,
or 29% of income from continuing operations before provision for income taxes,
compared with $1,029 million, or 28%, for the comparable 2004 period. The
current period includes $80 million of income tax expense related to the
acquisition of Travelers. Excluding the acquisition of Travelers, income tax
expense for the year ended December 31, 2005 is $1,180 million, or 29% of income
from continuing operations before provision for income taxes, compared with
$1,029 million, or 28%, for the comparable 2004 period. The 2005 effective tax
rate differs from the corporate tax rate of 35% primarily due to the impact of
non-taxable investment income and tax credits for investments in low income
housing. In addition, the 2005 effective tax rate reflects a tax benefit of $27
million related to the repatriation of foreign earnings pursuant to Internal
Revenue Code Section 965 for which a U.S. deferred tax provision had previously
been recorded and an adjustment of a benefit of $31 million consisting primarily
of a revision in the estimate of income taxes for 2004 had been made. The 2004
effective tax rate differs from the corporate tax rate of 35% primarily due to
the impact of non-taxable investment income, tax credits for investments in low
income housing, a decrease in the deferred tax valuation allowance to recognize
the effect of certain foreign net operating loss carryforwards in South Korea,
and the contribution of appreciated stock to the MetLife Foundation. In
addition, the 2004 effective tax rate reflects an adjustment for the resolution
of all issues relating to the Internal Revenue Service's audit of Metropolitan
Life's and its subsidiaries' tax returns for the years 1997-1999 and an
adjustment of a benefit of $9 million consisting primarily of a revision in the
estimate of income taxes for 2003.

     Income from discontinued operations is comprised of the operations and the
gain upon disposal from the sale of MetLife Indonesia on September 29, 2005 and
SSRM on January 31, 2005, as well as net investment income and net investment
gains related to real estate properties that the Company has classified as
available-for-sale or has sold. Income from discontinued operations, net of
income taxes, increased by $1,368 million, or

                                        70


661%, to $1,575 million for the year ended December 31, 2005 from $207 million
for the comparable 2004 period. This increase is primarily due to a gain of
$1,193 million, net of income taxes, on the sales of the One Madison Avenue and
200 Park Avenue properties in Manhattan, New York, and the gains on the sales of
SSRM and MetLife Indonesia of $177 million and $10 million, respectively, both
net of income taxes, in the year ended December 31, 2005. Partially offsetting
this increase is the gain on the sale of the Sears Tower property of $85
million, net of income taxes, in the year ended December 31, 2004.

     During the year ended December 31, 2004, the Company recorded an $86
million charge, net of income taxes, for a cumulative effect of a change in
accounting principle in accordance with SOP 03-1, which provides guidance on (i)
the classification and valuation of long-duration contract liabilities; (ii) the
accounting for sales inducements; and (iii) separate account presentation and
valuation. This charge is primarily related to those long-duration contract
liabilities where the amount of the liability is indexed to the performance of a
target portfolio of investment securities.

     In addition, during the second half of the year ended December 31, 2005,
the Company paid $63 million in dividends on its Series A and Series B preferred
shares issued in connection with financing the acquisition of Travelers.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- THE COMPANY

     Income from continuing operations increased by $808 million, or 44%, to
$2,637 million for the year ended December 31, 2004 from $1,829 million in the
comparable 2003 period. Income from continuing operations for the years ended
December 31, 2004 and 2003 includes the impact of certain transactions or
events, the timing, nature and amount of which are generally unpredictable.
These transactions are described in each applicable segment's discussion below.
These items contributed a benefit of $113 million, net of income taxes, to the
year ended December 31, 2004 and a benefit of $159 million, net of income taxes,
to the comparable 2003 period. Excluding the impact of these items, income from
continuing operations increased by $854 million for the year ended December 31,
2004 compared to the prior 2003 period. This increase is primarily the result of
an improvement in net investment gains (losses), net of income taxes, of $461
million. Also contributing to the increase is higher earnings from interest rate
spreads of approximately $306 million, net of income taxes, in the Institutional
and Individual segments. Additionally, the Individual segment contributed $186
million, net of income taxes, as a result of increased income from policy fees
on investment-type products partially offset by higher amortization associated
with DAC of $72 million, net of income taxes, and a reduction in earnings of
$101 million, net of income taxes, resulting from an increase in the closed
block policyholder dividend obligation. In addition, the Auto & Home segment's
earnings increased primarily due to an improved non-catastrophe combined ratio
and favorable claim development related to prior accident years of $113 million,
net of income taxes. This increase was partially offset by higher catastrophe
losses of $73 million, net of income taxes, in 2004.

     Premiums, fees and other revenues increased by $1,996 million, or 8%, to
$26,265 million for the year ended December 31, 2004 from $24,269 million for
the comparable 2003 period. The Institutional segment contributed 53% to the
year over year increase. This increase stems largely from sales growth and the
acquisitions of new businesses in the group life and the non-medical health &
other businesses, as well as an increase in structured settlements sales and
pension close outs. The Reinsurance segment contributed approximately 36% to the
Company's year over year increase in premiums, fees and other revenues. This
growth is primarily attributable to this segment's coinsurance agreement with
Allianz Life and continued growth in its traditional life reinsurance
operations. The Individual segment contributed 6% to the year over year increase
primarily due to higher fee income, partially offset by a reduction in the
Company's closed block premiums as the business continues to run-off.

     Interest rate spreads, which generally represent the margin between net
investment income and interest credited to policyholder account balances,
increased across the Institutional and Individual segments during the year ended
December 31, 2004 compared to the prior year period. Earnings from interest rate
spreads are influenced by several factors, including business growth, movement
in interest rates, and certain investment and investment-related transactions,
such as corporate joint venture income and bond and commercial

                                        71


mortgage prepayment fees for which the timing and amount are generally
unpredictable and, as a result, can fluctuate from period to period.

     Underwriting results in the Institutional and Individual segments in the
year ended December 31, 2004 were less favorable compared to the 2003 period.
Underwriting results are significantly influenced by mortality and morbidity
trends, claim experience and the reinsurance activity related to certain blocks
of business, and, as a result, can fluctuate from period to period. Underwriting
results in the Auto & Home segment were favorable in 2004 as the combined ratio
declined to 90.4%, excluding catastrophes, from 97.1% in the prior year period.
This result is largely due to continued improvement in both auto and homeowner
claim frequencies, lower auto severities and an increase in average earned
premiums.

     Other expenses increased by $645 million, or 9%, to $7,813 million for the
year ended December 31, 2004 from $7,168 million for the comparable 2003 period.
The 2004 period reflects a $49 million reduction of a premium tax liability and
a $22 million reduction of a liability for interest associated with the
resolution of all issues relating to the Internal Revenue Service's audit of
Metropolitan Life's and its subsidiaries' tax returns for the years 1997-1999.
These decreases were partially offset by a $50 million contribution of
appreciated stock to the MetLife Foundation. The 2003 period includes the impact
of a $144 million reduction of a previously established liability related to the
Company's race-conscious underwriting settlement. In addition, the 2003 period
includes a $48 million charge related to certain improperly deferred expenses at
New England Financial and a $45 million charge related to VOBA associated with a
change in methodology in determining the liability for future policy benefits in
the Company's International segment. Excluding the impact of these transactions,
other expenses increased by $615 million, or 9%, from the comparable 2003
period. The Reinsurance segment contributed 31% to this year over year variance
primarily due to the growth in expenses associated with the Allianz Life
acquisition and continued revenue growth, as mentioned above. In addition, 27%
of this variance is primarily attributable to increases in direct business
support expenses and non-deferrable commission expenses associated with general
business growth, as well as infrastructure improvements, partially offset by
costs in 2003 associated with office consolidations and an impairment of assets
in the Institutional segment. The Individual segment contributed 23% to this
increase primarily due to accelerated DAC amortization, as well as an increase
in expenses associated with general business growth. The remainder of the
increase is the result of general business growth across the remaining segments
and Corporate & Other.

     Net investment gains (losses) increased by $726 million, or 132%, to a net
investment gain of $175 million for the year ended December 31, 2004 from a net
investment loss of ($551) million for the comparable 2003 period. This increase
is primarily due to the more favorable economic environment in 2004.

     Income tax expense for the year ended December 31, 2004 was $1,029 million,
or 28% of income from continuing operations before provision for income taxes,
compared with $616 million, or 25%, for the comparable 2003 period. The 2004
effective tax rate differs from the corporate tax rate of 35% primarily due to
the impact of non-taxable investment income, tax credits for investments in low
income housing, a decrease in the deferred tax valuation allowance to recognize
the effect of certain foreign net operating loss carryforward in South Korea,
and the contribution of appreciated stock to the MetLife Foundation. In
addition, the 2004 effective tax rate reflects an adjustment of $91 million for
the resolution of all issues relating to the Internal Revenue Service's audit of
Metropolitan Life's and its subsidiaries' tax returns for the years 1997-1999.
Also, the 2004 effective tax rate reflects an adjustment of $9 million
consisting primarily of a revision in the estimate of income taxes for 2003. The
2003 effective tax rate differs from the corporate tax rate of 35% primarily due
to the impact of non-taxable investment income, tax credits for investments in
low income housing, and tax benefits related to the sale of foreign
subsidiaries. In addition, the 2003 effective tax rate reflects an adjustment of
a benefit of $36 million consisting primarily of a revision in the estimate of
income taxes for 2002.

     The income from discontinued operations is comprised of the operations of
SSRM and net investment income and net investment gains related to real estate
properties that the Company has classified as available-for-sale. The Company
entered into an agreement to sell SSRM during the third quarter of 2004. As
previously discussed, SSRM was sold effective January 31, 2005.

                                        72


     Income from discontinued operations, net of income taxes, decreased $207
million, or 50%, to $207 million for the year ended December 31, 2004 from $414
million for the comparable 2003 period. The decrease is primarily due to lower
recognized net investment gains from real estate properties sold in 2004 as
compared to the prior year. For the years ended December 31, 2004 and 2003, the
Company recognized $146 million and $420 million of net investment gains,
respectively, from discontinued operations related to real estate properties
sold or held-for-sale.

     During the year ended December 31, 2004, the Company recorded an $86
million charge, net of income taxes, for a cumulative effect of a change in
accounting principle in accordance with SOP 03-1, which provides guidance on (i)
the classification and valuation of long-duration contract liabilities; (ii) the
accounting for sales inducements; and (iii) separate account presentation and
valuation. This charge is primarily related to those long-duration contract
liabilities where the amount of the liability is indexed to the performance of a
target portfolio of investment securities. During the year ended December 31,
2003, the Company recorded a $26 million charge, net of income taxes, for a
cumulative effect of a change in accounting in accordance with Issue B36.

INSTITUTIONAL

     The following table presents consolidated financial information for the
Institutional segment for the years indicated:



                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
REVENUES
Premiums................................................  $11,387   $10,037   $ 9,063
Universal life and investment-type product policy
  fees..................................................      772       711       660
Net investment income...................................    5,962     4,582     4,146
Other revenues..........................................      653       654       618
Net investment gains (losses)...........................      (10)      163      (289)
                                                          -------   -------   -------
  Total revenues........................................   18,764    16,147    14,198
                                                          -------   -------   -------
EXPENSES
Policyholder benefits and claims........................   12,776    11,173    10,023
Interest credited to policyholder account balances......    1,652     1,016       974
Policyholder dividends..................................        1        --        (1)
Other expenses..........................................    2,229     1,972     1,854
                                                          -------   -------   -------
  Total expenses........................................   16,658    14,161    12,850
                                                          -------   -------   -------
Income from continuing operations before provision for
  income taxes..........................................    2,106     1,986     1,348
Provision for income taxes..............................      706       678       485
                                                          -------   -------   -------
Income from continuing operations.......................    1,400     1,308       863
Income (loss) from discontinued operations, net of
  income taxes..........................................      162        19        49
                                                          -------   -------   -------
Income before cumulative effect of a change in
  accounting, net of income taxes.......................    1,562     1,327       912
Cumulative effect of a change in accounting, net of
  income taxes..........................................       --       (60)      (26)
                                                          -------   -------   -------
Net income..............................................  $ 1,562   $ 1,267   $   886
                                                          =======   =======   =======


                                        73


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- INSTITUTIONAL

     Income from continuing operations increased by $92 million, or 7%, to
$1,400 million for the year ended December 31, 2005 from $1,308 million for the
comparable 2004 period. The acquisition of Travelers accounted for $73 million
of this increase, which includes $57 million, net of income taxes, of net
investment losses. Excluding the impact of the Travelers acquisition, income
from continuing operations increased by $19 million, or 1%, from the comparable
2004 period. An increase in interest margins of $124 million, net of income
taxes, compared to the prior year period contributed to the increase in income
from continuing operations. Management attributes this increase primarily to
improvements in interest spreads for the retirement & savings and non-medical
health products of $81 million and $44 million, both net of income taxes,
respectively. Higher earnings from growth in the asset base, interest on
economic capital, corporate and real estate joint venture income and income from
securities lending activities are the primary drivers of the year over year
increase. Interest margins in group life were relatively flat with a decrease of
$1 million. The interest margins in the retirement & savings and the group life
businesses include the impact of a reduction in interest spreads compared to the
prior year period. Interest spreads are generally the percentage point
difference between the yield earned on invested assets and the interest rate the
Company uses to credit on certain liabilities. Therefore, given a constant value
of assets and liabilities, an increase in interest rate spreads would result in
higher income to the Company. Interest rate spreads for the year ended December
31, 2005 increased to 3.38% from 3.06% in the prior year period for the
non-medical health & other business. Interest rate spreads for the year ended
December 31, 2005 decreased to 1.81% and 2.04% from 1.83% and 2.19%, in the
prior year period for the retirement and savings and group life businesses,
respectively. Management generally expects these spreads to be in the range of
1.30% to 1.60%, 1.20% to 1.35%, and 1.60% to 1.80% for the non-medical health &
other, retirement & savings, and the group life businesses, respectively.
Earnings from interest rate spreads are influenced by several factors, including
business growth, movement in interest rates, and certain investment and
investment-related transactions, such as corporate joint venture income and bond
and commercial mortgage prepayment fees for which the timing and amount are
generally unpredictable. As a result, income from these investment transactions
may fluctuate from period to period. The increase in interest margins is
partially offset by a decrease of $57 million, net of income taxes, in net
investment gains (losses), which is partially offset by a decrease of $10
million, net of income taxes, in policyholder benefits and claims related to net
investment gains (losses). Also contributing to the decline in income from
continuing operations is a $14 million charge, net of income taxes, related to
an adjustment recorded on DAC associated with certain long-term care products in
2005 and a reduction of a premium tax liability of $31 million, net of income
taxes, recorded in 2004. Underwriting results decreased by $7 million, net of
income taxes, compared to the prior year. This decline is primarily due to less
favorable results of $27 million, net of income taxes, in retirement & savings
and a $24 million, net of income taxes, decrease in non-medical health & other.
These unfavorable results were partially offset by an improvement of $44
million, net of income taxes, in group life's underwriting results, primarily
due to favorable claim experience. Underwriting results are generally the
difference between the portion of premium and fee income intended to cover
mortality, morbidity or other insurance costs less claims incurred and the
change in insurance-related liabilities. Underwriting results are significantly
influenced by mortality, morbidity, or other insurance-related experience trends
and the reinsurance activity related to certain blocks of business and, as a
result, can fluctuate from period to period. In addition, increases in operating
expenses, which include higher expenses related to the Travelers integration,
have more than offset the remaining growth in premiums, fees and other revenues.

     Total revenues, excluding net investment gains (losses), increased by
$2,790 million, or 17%, to $18,774 million for the year ended December 31, 2005
from $15,984 million for the comparable 2004 period. The acquisition of
Travelers accounted for $855 million of this increase. Excluding the impact of
the Travelers acquisition, total revenues, excluding net investment gains
(losses), increased by $1,935 million, or 12%, from the comparable 2004 period.
This increase is comprised of growth in premiums, fees and other revenues of
$1,266 million and higher net investment income of $669 million. The increase of
$1,266 million in premiums, fees, and other revenues is largely due to an
increase in non-medical health & other of $520 million, primarily due to growth
in the disability, dental and accidental death and dismemberment ("AD&D")
products of $360 million. In addition, continued growth in the long-term care
business contributed $138 million, of which $25 million is related to the 2004
acquisition of TIAA/CREF's long-term care business. Group life insurance
                                        74


premiums, fees and other revenues increased by $481 million, which management
primarily attributes to improved sales and favorable persistency, as well as a
significant increase in premiums from two large customers. Retirement & savings'
premiums, fees and other revenues increased by $265 million, which is largely
due to growth in premiums, resulting primarily from an increase of $166 million
in structured settlement sales and $107 million in pension close-outs. Premiums,
fees and other revenues from retirement & savings products are significantly
influenced by large transactions, and as a result, can fluctuate from period to
period. In addition, net investment income increased by $669 million primarily
due to higher income from growth in the asset base driven by sales, particularly
in guaranteed interest contracts and the structured settlement business. In
addition, increases in corporate and real estate joint venture income, interest
on economic capital, and income from securities lending activities across the
majority of the businesses, and higher short-term interest rates contributed to
the growth compared to the prior year.

     Total expenses increased by $2,497 million, or 18%, to $16,658 million for
the year ended December 31, 2005 from $14,161 million for the comparable 2004
period. The acquisition of Travelers accounted for $658 million of this
increase. Excluding the impact of the acquisition of Travelers, total expenses
increased by $1,839 million, or 13%, from the comparable 2004 period. This
increase is comprised of higher policyholder benefits and claims of $1,278
million, an increase in interest credited to policyholder account balances of
$334 million and an increase in other expenses of $227 million. The increase in
policyholder benefits and claims of $1,278 million is attributable to a $482
million, a $452 million, and a $344 million increase in the non-medical health &
other, group life, and retirement & savings businesses, respectively. These
increases are predominantly attributable to the business growth referenced in
the revenue discussion above. The increase in policyholder benefits and claims
in the non-medical health & other business include the impact of the acquisition
of TIAA/CREF of $43 million. These increases include $2 million and $18 million
of policyholder benefits and claims related to Hurricane Katrina in the group
life and non-medical health & other business, respectively. The increase in
interest credited to policyholder account balances of $334 million is primarily
the result of the impact of growth in guaranteed interest contracts within the
retirement & savings business. In addition, the impact of higher short-term
interest rates in the current year, also contributed to the increase. The rise
in other expenses of $227 million is primarily due to higher non-deferrable
volume-related expenses of $61 million, which are largely associated with
business growth, an increase of $39 million in corporate support expenses, and
$43 million of Travelers-related integration costs, principally incentive
accruals. In addition, expenses increased as a result of the impact of a $49
million benefit recorded in the second quarter of 2004, which is related to a
reduction in a premium tax liability. Expenses also increased by $22 million
related to an adjustment of DAC for certain long-term care products in 2005.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- INSTITUTIONAL

     Income from continuing operations increased by $445 million, or 52%, to
$1,308 million for the year ended December 31, 2004 from $863 million for the
comparable 2003 period. An improvement of $287 million, net of income taxes, in
net investment gains (losses), which is partially offset by an increase of $63
million, net of income taxes, in policyholder benefits and claims related to net
investment gains (losses), is a significant component of the increase. In
addition, favorable interest rate spreads contributed $219 million, net of
income taxes, to the increase compared to the prior year period, with the
retirement & savings products generating $182 million, net of income taxes, of
this increase. Higher investment yields, growth in the asset base and lower
average crediting rates are the primary drivers of the year over year increase
in interest rate spreads. These spreads are generally the percentage point
difference between the yield earned on invested assets and the interest rate the
Company uses to credit on certain liabilities. Therefore, given a constant value
of assets and liabilities, an increase in interest rate spreads would result in
higher income to the Company. Interest rate spreads for the year ended December
31, 2004 increased to 2.06%, 1.66% and 1.88% for group life, retirement &
savings and the non-medical health & other businesses, respectively, from 2.04%,
1.40% and 1.51% for the group life, retirement & savings, and the non-medical
health & other businesses, respectively, in the comparable prior year period.
Management generally expects these spreads to be in the range of 1.60% to 1.80%,
1.30% to 1.45%, and 1.30% to 1.50% for the group life, retirement & savings and
the non-medical health & other businesses, respectively. Earnings from interest
rate spreads are influenced by several factors, including business growth,
movement in interest rates, and certain investment and investment-related
                                        75


transactions, such as corporate joint venture income and bond and commercial
mortgage prepayment fees for which the timing and amount are generally
unpredictable. As a result, income from these investment transactions may
fluctuate from period to period. Also contributing to the increase in income
from continuing operations is a reduction in a premium tax liability of $31
million in the second quarter of 2004, net of income taxes. These increases in
income from continuing operations are partially offset by less favorable
underwriting results, which are estimated to have declined $40 million, net of
income taxes, compared to the prior year period. Management attributes this
decrease to mixed claim experience in the non-medical health & other and group
life business. Underwriting results are significantly influenced by mortality
and morbidity trends, as well as claim experience and, as a result, can
fluctuate from period to period.

     Total revenues, excluding net investment gains (losses), increased by
$1,497 million, or 10%, to $15,984 million for the year ended December 31, 2004
from $14,487 million for the comparable 2003 period. Growth of $1,061 million in
premiums, fees, and other revenues contributed to the revenue increase. Group
life insurance premiums, fees and other revenues increased by $452 million,
which management primarily attributes to improved sales and favorable
persistency, as well as the acquisition of the John Hancock group life insurance
business in late 2003, which contributed $20 million to the increase.
Non-medical health & other business premiums, fees and other revenues increased
by $421 million partly due to the continued growth in long-term care of $149
million, of which $41 million is related to the 2004 acquisition of TIAA/ CREF's
long-term care business. Growth in the disability business, dental business and
AD&D products contributed $260 million to the year over year increase.
Retirement & savings' premiums, fees and other revenues increased by $188
million, which is largely due to a growth in premiums of $172 million, resulting
primarily from an increase in structured settlement sales and pension
close-outs. Premiums, fees and other revenues from retirement & savings products
are significantly influenced by large transactions, and as a result, can
fluctuate from year to year. In addition, an increase of $436 million in net
investment income, which is primarily due to higher income from growth in the
asset base, earnings on corporate joint venture income and bond and commercial
mortgage prepayment fees contributed to the overall increase in revenues. This
increase is a component of the favorable interest rate spreads discussed above.

     Total expenses increased by $1,311 million, or 10%, to $14,161 million for
the year ended December 31, 2004 from $12,850 million for the comparable 2003
period. This increase is comprised of higher policyholder benefits and claims of
$1,150 million, an increase to interest credited to policyholder account
balances of $42 million and an increase in other expenses of $118 million. The
increase in policyholder benefits and claims of $1,150 million is primarily
attributable to a $453 million, $412 million, and $285 million increase in the
group life, non-medical health & other and retirement & savings businesses,
respectively. These increases are predominantly attributable to the business
growth discussed in the revenue discussion above. The increases in group life
and the non-medical health & other businesses include the impact of the
acquisition of certain businesses from John Hancock and TIAA/CREF of $11 million
and $39 million, respectively. Also included in the increase is the impact of
less favorable claim experience, primarily in the non-medical health & other
business. Interest credited to policyholder account balances increased by $42
million over the prior year period primarily as a result of the impact of growth
in guaranteed interest contracts within the retirement & savings business. Other
operating expenses increased $118 million. The largest component of this expense
growth is an increase of $92 million related to increases in direct business
support expenses. In addition, non-deferrable commissions and premium taxes
increased by $25 million. This item is net of a $49 million reduction in a
premium tax liability in the second quarter of 2004. Excluding this item,
non-deferrable commissions and premium taxes increased by $74 million, which is
commensurate with the aforementioned revenue growth. In addition, the Company
incurred infrastructure improvement costs of $34 million and expenses of $12
million related to the closing of one of the Company's disability claims centers
which were partially offset by a decline of $45 million primarily relating to
expenses incurred in the prior year for office closures and consolidations and
an impairment of related assets.

                                        76


INDIVIDUAL

     The following table presents consolidated financial information for the
Individual segment for the years indicated:



                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
REVENUES
Premiums................................................  $ 4,502   $ 4,204   $ 4,363
Universal life and investment-type product policy
  fees..................................................    2,476     1,805     1,564
Net investment income...................................    6,535     6,031     6,069
Other revenues..........................................      477       422       380
Net investment gains (losses)...........................      (50)       91      (311)
                                                          -------   -------   -------
  Total revenues........................................   13,940    12,553    12,065
                                                          -------   -------   -------
EXPENSES
Policyholder benefits and claims........................    5,420     5,107     5,048
Interest credited to policyholder account balances......    1,775     1,618     1,734
Policyholder dividends..................................    1,670     1,657     1,721
Other expenses..........................................    3,272     2,879     2,783
                                                          -------   -------   -------
  Total expenses........................................   12,137    11,261    11,286
                                                          -------   -------   -------
Income from continuing operations before provision for
  income taxes..........................................    1,803     1,292       779
Provision for income taxes..............................      595       428       260
                                                          -------   -------   -------
Income from continuing operations.......................    1,208       864       519
Income from discontinued operations, net of income
  taxes.................................................      295        21        51
                                                          -------   -------   -------
Net income..............................................  $ 1,503   $   885   $   570
                                                          =======   =======   =======


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- INDIVIDUAL

     Income from continuing operations increased by $344 million, or 40%, to
$1,208 million for the year ended December 31, 2005 from $863 million for the
comparable 2004 period. The acquisition of Travelers accounted for $96 million
of the increase which includes $66 million, net of income taxes, of net
investment losses. Included in the Travelers results is a charge for the
establishment of an excess mortality reserve related to group of specific
policies. In connection with MetLife's acquisition of Travelers, the Company has
performed reviews of Travelers underwriting criteria in its effort to refine its
estimated fair values for the purchase allocation. As a result of these reviews
and actuarial analyses, and to be consistent with MetLife's existing reserving
methodologies, the Company has established an excess mortality reserve on a
specific group of policies. This resulted in a charge of $20 million, net of
income taxes, to fourth quarter results. The Company expects to complete its
reviews and refine its estimate of the excess mortality reserve by June 30,
2006. Excluding the impact of the acquisition of Travelers, income from
continuing operations increased by $248 million, or 29%, for the comparable 2004
period. Included in this increase are net investment losses of $26 million, net
of income taxes. Improvements in interest rate spreads contributed $117 million,
net of income taxes, to the year over year increase. These spreads are generally
the percentage point difference between the yield earned on invested assets and
the interest rate the Company uses to credit on certain liabilities. Therefore,
given a constant value of assets and liabilities, an increase in interest rate
spreads would result in higher income to the Company. Interest rate spreads are
influenced by several factors, including business growth, movement in interest
rates, and certain investment and investment-related transactions, such as
corporate joint venture income and prepayment fees on bonds and commercial
mortgages, the timing and amount of which are generally unpredictable. As a
result, income from these investment transactions may

                                        77


fluctuate from period to period. Fee income from separate account products
increased by $126 million, net of income taxes, primarily related to growth in
the business and favorable market conditions. Favorable underwriting results in
life products contributed $37 million, net of income taxes, to the increase in
income from continuing operations. Underwriting results are generally the
difference between the portion of premium and fee income intended to cover
mortality, morbidity or other insurance costs less claims incurred and the
change in insurance-related liabilities. Underwriting results are significantly
influenced by mortality, morbidity, or other insurance-related experience trends
and the reinsurance activity related to certain blocks of business and, as a
result, can fluctuate from period to period. The decrease in the closed-block
related policyholder dividend obligation of $27 million, net of income taxes,
lower annuity net guaranteed benefit costs of $12 million, net of income taxes,
and lower DAC amortization of $6 million, net of income taxes, all contributed
to the increase. These increases in income from continuing operations are
partially offset by lower net investment income on blocks of business that are
not driven by interest rate spreads of $19 million, net of income taxes. The
increase in income from continuing operations is partially offset by higher
expenses of $10 million, net of income taxes, primarily due to higher operating
costs offset by the impact of revisions to certain expense, premium tax and
policyholder liability estimates in the current year and certain asset write-
offs in the prior year. Additionally, offsetting the increase in income from
continuing operations, is a revision to the estimate for policyholder dividends
of $9 million, net of income taxes, which occurred in the prior year. The
changes in tax rates between years accounted for a decrease in income from
continuing operations of $15 million.

     Total revenues, excluding net investment gains (losses), increased by
$1,528 million, or 12%, to $13,990 million for the year ended December 31, 2005
from $12,462 million for the comparable 2004 period. The acquisition of
Travelers accounted for $975 million of the increase. Excluding the impact of
the acquisition of Travelers, total revenues, excluding net investment gains
(losses) increased by $553 million, or 4%, to $13,015 million for the year ended
December 31, 2005 from $12,462 million for the comparable 2004 period. This
increase includes higher fee income primarily from variable annuity and
universal life products of $239 million resulting from a combination of growth
in the business and improved overall market performance. Policy fees from
variable life and annuity and investment-type products are typically calculated
as a percentage of the average assets in policyholder accounts. The value of
these assets can fluctuate depending on equity performance. In addition,
management attributes higher premiums of $170 million in 2005 to the active
marketing of income annuity products. Although premiums associated with the
Company's closed block of business continue to decline, as expected, by $94
million, an increase in premiums of $130 million from other life products more
than offset the decline of the closed block. Included in the premium increase of
the other life products is the impact of growth in the business and a new
reinsurance strategy where more business is retained. Net investment income
increased by $108 million resulting from higher joint venture income and bond
and commercial mortgage prepayment fees partially offset by a decline in bond
yields.

     Total expenses increased by $876 million, or 8%, to $12,137 million for the
year ended December 31, 2005 from $11,261 million for the comparable 2004
period. The acquisition of Travelers accounted for $761 million of the increase.
Excluding the impact from the acquisition of Travelers, total expenses increased
by $115 million, or 1%, to $11,376 million for the year ended December 31, 2005
from $11,261 million for the comparable 2004 period. Higher expenses are
primarily the result of higher policyholder benefits primarily due to the
increase in future policy benefits of $207 million, commensurate with the net
increase in premium on annuity and life products discussed above, partially
offset by $5 million due to better mortality in life products. Also partially
offsetting the increase in policyholder benefits was a reduction in the closed
block-related policyholder dividend obligation of $41 million and a benefit of
$18 million associated with the hedging of guaranteed annuity benefit riders.
The reduction in the closed block-related policyholder dividend obligation was
driven by lower net investment income, offset by higher realized gains in the
closed block. Interest credited to policyholder account balances decreased by
$45 million due to lower crediting rates, partially offset by the growth in
policyholder account balances. In addition, total expenses increased by $13
million due to a revision in the estimate of policyholder dividends in the prior
period. Other expenses increased primarily due to higher corporate incentive
expenses of $60 million and higher general spending of $28 million. The current
year includes revisions to prior period estimates for certain expense, premium
tax and policyholder liabilities which reduce the current year expenses while
the prior period includes certain asset write-offs which increased
                                        78


the prior year expenses. The impact of these two items resulted in a decrease in
other expenses of $73 million. Also offsetting the increase in other expenses is
lower DAC amortization of $9 million resulting from net investment losses and
adjustments for management's update of assumptions used to determine estimated
gross margins partially offset by growth in the business.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- INDIVIDUAL

     Income from continuing operations increased by $345 million, or 66%, to
$864 million for the year ended December 31, 2004 from $519 million for the
comparable 2003 period. Included in this increase is an improvement in net
investment gains (losses) of $269 million, net of income taxes. This increase
includes additional fee income of $186 million, net of income taxes, primarily
related to separate account products. In addition, improvement in interest rate
spreads contributed $81 million, net of income taxes, to the year over year
increase. These spreads are generally the percentage point difference between
the yield earned on invested assets and the interest rate the Company uses to
credit on certain liabilities. Therefore, given a constant value of assets and
liabilities, an increase in interest rate spreads would result in higher income
to the Company. Interest rate spreads include income from certain investment
transactions, including corporate joint venture income and bond and commercial
mortgage prepayment fees, the timing and amount of which are generally
unpredictable. As a result, income from these investment transactions may
fluctuate from year to year. Additionally, the charge of $32 million, net of
income taxes, in 2003 related to certain improperly deferred expenses at New
England Financial, and a reduction in policyholder dividends of $43 million, net
of income taxes, in 2004 contributed to the increase in income from continuing
operations. These increases in income from continuing operations are partially
offset by a reduction in earnings of $101 million, net of income taxes,
resulting from an increase in the closed block-related policyholder dividend
obligation, associated primarily with an improvement in net investment gains
(losses). Higher DAC amortization of $72 million, net of income taxes, also
increased expenses for the year ended December 31, 2004. Additionally,
offsetting these increases are lower net investment income on traditional life
and income annuity products of $32 million, net of income taxes. The application
of SOP 03-1 and the corresponding cost of hedging guaranteed annuity benefit
riders reduced earnings by $30 million, net of income taxes. In addition, less
favorable underwriting results in the traditional and universal life products of
$22 million, net of income taxes, and higher general spending of $17 million,
net of income taxes, added to this offset. These underwriting results are
significantly influenced by mortality experience and the reinsurance activity
related to certain blocks of business and, as a result, can fluctuate from
period to period.

     Total revenues, excluding net investment gains (losses), increased by $86
million, or 1%, to $12,462 million for the year ended December 31, 2004 from
$12,376 million for the comparable 2003 period. This increase includes higher
fee income primarily from separate account products of $256 million resulting
from a combination of growth in the business and improved overall market
performance. Policy fees from variable life and annuity and investment-type
products are typically calculated as a percentage of the average assets in
policyholder accounts. The value of these assets can fluctuate depending on
equity performance. In addition, management attributes higher premiums of $37
million in 2004 to the active marketing of income annuity products. The
increased volume of sales in 2004 also resulted in higher broker/dealer and
other subsidiaries revenues of $27 million. Partially offsetting the increases
in total revenues for the year ended December 31, 2004 are lower premiums of
$196 million which are primarily related to the Company's closed block of
business which decreased by $209 million and continues to run off at
management's expected range of 3% to 6% per year. In addition, lower net
investment income of $38 million resulting from lower investment yields offset
increases in total revenues.

     Total expenses decreased by $25 million, or less than 1%, to $11,261
million for the year ended December 31, 2004 from $11,286 million for the
comparable 2003 period. Lower expenses are primarily the result of a $193
million decrease in the closed block policyholder benefits, commensurate with
the net decrease in premiums and a $116 million decline in interest credited to
policyholder account balances due to lower crediting rates. Also included in the
decrease in expenses are lower policyholder dividends of $64 million primarily
resulting from reductions in the dividend scale in late 2003 and a charge in
2003 related to certain improperly deferred expenses at New England Financial of
$48 million. Partially offsetting these decreases in

                                        79


expenses is a $151 million increase in the closed block-related policyholder
dividend obligation based on positive performance of the closed block and higher
DAC amortization of $108 million. The increase in DAC amortization is a result
of accelerated amortization resulting from improvement in net investment gains
(losses) and the update of management's assumptions used to determine estimated
gross margins. Additionally, offsetting the decrease to expenses is a $46
million increase from the application of SOP 03-1 and the corresponding cost of
hedging guaranteed annuity benefit riders, a $35 million increase in future
policy benefits commensurate with the increase in income annuity premiums, and a
$10 million increase in policyholder benefits primarily due to higher
amortization of deferred sales inducements due to growth in expenses. Further,
the decrease in expenses was offset by higher general spending of $26 million
and a $10 million increase in broker/dealer and other subsidiary-related
expenses. Additionally, unfavorable underwriting results in the traditional and
universal life products of $9 million contributed to the increase.

AUTO & HOME

     The following table presents consolidated financial information for the
Auto & Home segment for the years indicated:



                                                             YEAR ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             ------   ------   ------
                                                                  (IN MILLIONS)
                                                                      
REVENUES
Premiums...................................................  $2,911   $2,948   $2,908
Net investment income......................................     181      171      158
Other revenues.............................................      33       35       33
Net investment gains (losses)..............................     (12)      (9)     (15)
                                                             ------   ------   ------
  Total revenues...........................................   3,113    3,145    3,084
                                                             ------   ------   ------
EXPENSES
Policyholder benefits and claims...........................   1,994    2,079    2,139
Policyholder dividends.....................................       3        2        2
Other expenses.............................................     828      795      756
                                                             ------   ------   ------
  Total expenses...........................................   2,825    2,876    2,897
                                                             ------   ------   ------
Income before provision for income taxes...................     288      269      187
Provision for income taxes.................................      64       61       30
                                                             ------   ------   ------
Net income.................................................  $  224   $  208   $  157
                                                             ======   ======   ======


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- AUTO & HOME

     Net income increased by $16 million, or 8%, to $224 million for the year
ended December 31, 2005 from $208 million for the comparable 2004 period. The
increase is primarily the result of improvements in the development of prior
years claims of $40 million, net of income taxes, and an improvement in the non-
catastrophe combined ratio resulting in $16 million, net of income taxes,
primarily due to lower automobile and homeowner claim frequencies. Also
contributing to this increase in net income is an improvement in losses from the
involuntary Massachusetts automobile plan of $12 million, net of income taxes,
an increase in net investment income of $6 million, net of income taxes, and an
increase in earned premium of $4 million, net of income taxes, as discussed
below. Offsetting these improved results, is an increase in catastrophes,
including Hurricanes Katrina and Wilma of $63 million, net of income taxes.

     Total revenues, excluding net investment gains (losses), decreased by $29
million, or 1%, to $3,125 million for the year ended December 31, 2005 from
$3,154 million for the comparable 2004 period. This decrease is primarily
attributable to reinstatement and additional reinsurance-related premiums due to
Hurricane Katrina of $43 million. This decrease was partially offset by higher
net investment income of $10 million,

                                        80


primarily due to a change in the allocation of economic capital, offset by a
lower yield on a slightly higher invested asset base and an increase in earned
premium of $6 million primarily due to rate increases, higher inflation guard
endorsements and higher insurance-to-value programs, all in the homeowners
business.

     Total expenses decreased by $51 million, or 2%, to $2,825 million for the
year ended December 31, 2005 from $2,876 million for the comparable 2004 period.
This decrease is predominantly due to improved non-catastrophe losses of $32
million. This is primarily due to lower non-catastrophe automobile and homeowner
claim frequencies of $18 million and a smaller exposure base of $15 million for
the year ended December 31, 2005 versus the comparable 2004 period. Improvement
in the development of losses reported in prior years contributed $61 million.
Unallocated claim expenses, excluding the expenses associated with Hurricane
Katrina, decreased by $28 million mainly due to a smaller increase in the year
over year change in unallocated claim expense liability due to a smaller
increase in the related loss reserve and related unallocated claim expense
reserve rate. Assumed losses from the involuntary Massachusetts automobile plan
decreased by $18 million primarily due to improved claim frequency and severity
trends. These improvements were partially offset by an increase in catastrophe
losses, including Hurricanes Katrina and Wilma, of $54 million and an increase
in other expenses of $33 million primarily as a result of higher information
technology, advertising and compensation costs. The combined ratio, excluding
catastrophes and before the reinstatement premiums and other reinsurance-related
premium adjustments due to Hurricane Katrina, is 86.7% for the year ended
December 31, 2005 versus 90.4% for the comparable 2004 period.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- AUTO & HOME

     Net income increased by $51 million, or 32%, to $208 million for the year
ended December 31, 2004 from $157 million for the comparable 2003 period. This
increase is primarily attributable to an improved non-catastrophe combined
ratio, which resulted in a benefit of $52 million, net of income taxes, improved
claim development related to prior accident years of $61 million, net of income
taxes, and an increase in net investment income of $13 million, net of income
taxes. Partially offsetting these favorable variances are increased catastrophe
losses of $73 million, net of income taxes. This increase resulted from the four
hurricanes that struck the Southeastern United States in August and September of
2004.

     Total revenues, excluding net investment gains (losses), increased by $55
million, or 2%, to $3,154 million for the year ended December 31, 2004 from
$3,099 million for the comparable 2003 period. This increase is primarily
attributable to a $40 million increase in premiums, which is largely the result
of an increase in the average earned premium resulting from continued rate
increases. In addition, a $13 million increase in net investment income is
largely attributable to growth in the underlying asset base, an increase in the
investment yield and higher income related to tax advantaged municipal bonds.

     Total expenses decreased by $21 million, or 1%, to $2,876 for the year
ended December 31, 2004 from $2,897 million for the comparable 2003 period. This
decrease is the result of an improvement in policyholder benefits and claims due
to a favorable change of $94 million in prior year claim development, as well as
a decrease in expenses of $80 million resulting from an improved non-catastrophe
combined ratio primarily attributable to lower automobile and homeowners claim
frequencies. These favorable changes in expenses are partially offset by an
increase in losses from catastrophes of $112 million and a $39 million increase
in expenses primarily due to inflation and employee and other related labor
costs. The combined ratio excluding catastrophes declined to 90.4% for the year
ended December 31, 2004 from 97.1% for the comparable 2003 period.

                                        81


INTERNATIONAL

     The following table presents consolidated financial information for the
International segment for the years indicated:



                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                   (IN MILLIONS)
                                                                       
REVENUES
Premiums....................................................  $2,186   $1,690   $1,631
Universal life and investment-type product policy fees......     579      349      271
Net investment income.......................................     844      585      500
Other revenues..............................................      20       23       80
Net investment gains (losses)...............................       5       23        8
                                                              ------   ------   ------
  Total revenues............................................   3,634    2,670    2,490
                                                              ------   ------   ------
EXPENSES
Policyholder benefits and claims............................   2,128    1,611    1,456
Interest credited to policyholder account balances..........     278      151      143
Policyholder dividends......................................       5        6        9
Other expenses..............................................   1,000      614      652
                                                              ------   ------   ------
  Total expenses............................................   3,411    2,382    2,260
                                                              ------   ------   ------
Income from continuing operations before provision for
  income taxes..............................................     223      288      230
Provision (benefit) for income taxes........................      36       86       17
                                                              ------   ------   ------
Income from continuing operations...........................     187      202      213
Income (loss) from discontinued operations, net of income
  taxes.....................................................       5       (9)      (5)
                                                              ------   ------   ------
Income before cumulative effect of a change in accounting,
  net of income taxes.......................................     192      193      208
Cumulative effect of a change in accounting, net of income
  taxes.....................................................      --      (30)      --
                                                              ------   ------   ------
Net income..................................................  $  192   $  163   $  208
                                                              ======   ======   ======


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- INTERNATIONAL

     Income from continuing operations decreased by $15 million, or 7%, to $187
million for the year ended December 31, 2005 from $202 million for the
comparable 2004 period. The acquisition of Travelers accounted for a loss from
continuing operations of $24 million including net investment losses of $14
million, net of income taxes. Excluding the impact of the Travelers acquisition,
income from continuing operations increased by $9 million, or 4%, over the prior
year. South Korea's income from continuing operations increased by $26 million,
net of income taxes, primarily due to growth in business, specifically higher
sales of its variable universal life product and a larger in-force business.
Chile's income from continuing operations increased by $8 million primarily due
to growth in business, specifically in the new bank distribution channel, as
well as an increase in net investment income primarily due to higher inflation
rates. Mexico's income from continuing operations increased by $8 million,
primarily due to tax benefits of $27 million under the American Jobs Creation
Act of 2004, higher net investment earnings, an adjustment to the amortization
of DAC for management's update of assumptions used to determine estimated gross
margins and several other one-time revenue items. These increases in Mexico were
substantially offset by an increase in certain policyholder liabilities caused
by unrealized investment losses on the invested assets supporting those
liabilities, as well as an increase in expenses for start up costs for the new
Mexican Pension Business ("AFORE") and contingency liabilities. Partially
offsetting these increases in income from continuing operations was a decrease
in Canada of $13 million, net of income taxes, primarily due to a realignment of
economic capital, offset by the

                                        82


strengthening of the liability on its pension business related to changes in
mortality assumptions in the prior year and higher home office and
infrastructure expenditures in support of the segment growth of $16 million, net
of income taxes. The remainder of the variance can be attributed to various
other countries. Additionally, $4 million of the increase in income from
continuing operations is due to changes in the foreign currency exchange rates.

     Total revenues, excluding net investment gains (losses), increased by $982
million, or 37%, to $3,629 million for the year ended December 31, 2005 from
$2,647 million for the comparable 2004 period. The acquisition of Travelers
accounted for $377 million of this increase. Excluding the impact of the
Travelers acquisition, total revenues, excluding net investment gains, increased
by $605 million, or 23%, over the comparable 2004 period. Premiums, fees and
other revenues increased by $452 million, or 22%, to $2,514 million for the year
ended December 31, 2005 from $2,062 million for the comparable 2004 period. This
increase is primarily the result of continued business growth through increased
sales and renewal business within South Korea, Brazil and Taiwan of $216
million, $48 million and $31 million, respectively. Mexico's premiums, fees and
other revenues increased by $78 million primarily due to increases in the
institutional and agency business channels, as well as several one-time other
revenue items of $19 million. Chile's premiums, fees and other revenues
increased by $64 million mainly due to its new bank distribution channel. Net
investment income increased by $153 million, or 26%, to $738 million for the
year ended December 31, 2005 from $585 million for the comparable 2004 period.
Mexico's net investment income increased by $89 million due principally to
increases in interest rates and also as a result of an increase in invested
assets. Chile's net investment income increased by $58 million primarily due to
higher inflation rates and an increase in invested assets. Investment valuations
and returns on invested assets in Chile are linked to the inflation rates. South
Korea and Taiwan's net investment income increased by $20 million and $11
million, respectively, primarily due to an increase in their invested assets.
These increases in net investment income were partially offset by a decrease of
$21 million due to the realignment of economic capital. The remainder of the
increases in total revenues, excluding net investment gains can be attributed to
business growth and investment income in other countries. Additionally, $221
million of the increase in total revenues, excluding net investment gains
(losses), is due to changes in foreign currency exchange rates.

     Total expenses increased by $1,029 million, or 43%, to $3,411 million for
the year ended December 31, 2005 from $2,382 million for the comparable 2004
period. The acquisition of Travelers accounted for $404 million of this
increase. Excluding the impact of the Travelers acquisition, total expenses
increased by $625 million, or 26%, over the comparable 2004 period. Policyholder
benefits and claims, policyholder dividends and interest credited to
policyholder account balances increased by $451 million, or 26%, to $2,219
million for the year ended December 31, 2005 from $1,768 million for the
comparable 2004 period. Policyholder benefits and claims and dividends in Mexico
increased by $177 million primarily due to an increase in certain policyholder
liabilities caused by unrealized investment gains (losses) on the invested
assets supporting those liabilities of $110 million, as well as an increase in
interest credited to policyholder accounts of $65 million in line with the net
investment income increase in Mexico. South Korea, Taiwan and Brazil's
policyholder benefits and claims, policyholder dividends and interest credited
to policyholder accounts increased by $122 million, $41 million and $27 million,
respectively, commensurate with the business growth discussed above. Chile's
policyholder benefits and claims, policyholder dividends and interest credited
to policyholder accounts increased by $86 million due to the business growth
primarily in the bank distribution channel business, as well as to an increase
in the liabilities for annuity benefits, which, like net investment income on
related assets, are linked to the inflation rate. Hong Kong's policyholder
benefits and claims and policyholder dividends increased by $3 million due to
higher claims and the associated increase in liabilities in 2005. These
increases were partially offset by a decrease of $10 million in Canada's
policyholder benefits and claims, policyholder dividends and interest credited
to policyholder account balances primarily due to the strengthening of the
liability on its pension business related to changes in mortality assumptions in
the prior year. Other expenses increased by $174 million, or 28%, to $788
million for the year ended December 31, 2005 from $614 million for the
comparable 2004 period. South Korea's other expenses increased by $73 million
primarily due to higher amortization of deferred acquisition costs driven by the
rapid growth in the business, a decrease in a payroll tax liability in the prior
year resulting from the resolution of the related tax matter, an accrual for an
early retirement program in 2005, as well as additional overhead expenses in
line with the
                                        83


growth in business. Mexico's other expenses increased by $17 million primarily
due to incurred start up costs during the current year associated with the AFORE
operations, an increase in liabilities related to potential employment matters
in 2005, an increase in consulting services and a decrease in the prior year of
severance accruals. Partially offsetting these increases in Mexico is a decrease
in the amortization of DAC due to an adjustment for management's update of
assumptions used to determine estimated gross margins. Brazil's other expenses
increased by $28 million, primarily due to growth in business discussed above
including an increase in non-deferrable sales expenses. Chile's other expenses
increased by $24 million due primarily to increases in non-deferrable expenses
for the bank distribution channel of business in 2005. Other expenses at home
office also increased by $26 million primarily due to increased consultant fees
for growth initiative projects, an increase in compensation resulting from
increased headcount, higher incentive compensation, as well as higher costs for
legal, marketing and other corporate support expenses. The remainder of the
increase in total expenses can be attributed to business growth in other
countries. Additionally, a component of the growth in total expenses is due to
changes in foreign currency exchange rates of $202 million.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- INTERNATIONAL

     Income from continuing operations decreased by $11 million, or 5%, to $202
million for the year ended December 31, 2004 from $213 million for the
comparable 2003 period. The prior year includes a $62 million benefit, net of
income taxes, from the merger of the Mexican operations and a reduction in
policyholder liabilities resulting from a change in methodology in determining
the liability for future policy benefits, a $12 million tax benefit in Chile
related to the merger of two subsidiaries and an $8 million benefit, net of
income taxes, related to reinsurance treaties. These increases are partially
offset by a $19 million charge, net of income taxes, in Taiwan related to an
increased loss recognition liability due to low interest rates relative to
product guarantees. The prior year also includes a $4 million benefit, net of
income taxes, related to the Spanish operations, which were sold in 2003.
Excluding these items, income from continuing operations increased by $56
million, or 38%. A significant component of this increase is attributable to the
application of SOP 03-1 in 2004, which resulted in a $21 million decrease, net
of income taxes, in policyholder liabilities in Mexico. The primary driver of
the 2004 impact is a decline in the fair value of the underlying assets
associated with these contracts. Additionally, a $10 million, net of income
taxes, increase in net investment gains is primarily due to the gain from the
sale of the Spanish operations. In addition, 2004 includes $8 million of certain
tax-related benefits in South Korea. The remainder of the increase can be
attributed to business growth in other countries. Additionally, $8 million of
the decrease in income from continuing operations is due to changes in the
foreign currency exchange rates.

     Total revenues, excluding net investment gains (losses), increased by $165
million, or 7%, to $2,647 million for the year ended December 31, 2004 from
$2,482 million for the comparable 2003 period. The prior year period includes
$230 million of revenues related to the Spanish operations, which were sold in
2003. Excluding the sale of these operations, revenues increased by $395
million, or 18%. The Company's Mexican and Chilean operations increased revenues
by $144 million and $58 million, respectively, primarily due to growth in the
business, as well as improved investment earnings. The Company's operations in
South Korea and Taiwan also have increased revenues by $121 million and $34
million, respectively, primarily due to increased new sales and renewal
business. The remainder of the increase can be attributed to business growth in
other countries. Changes in foreign currency exchange rates contributed $14
million to the year over year increase in total revenues.

     Total expenses increased by $122 million, or 5%, to $2,382 million for the
year ended December 31, 2004 from $2,260 million for the comparable 2003 period.
The prior year includes expenses of $223 million related to the Spanish
operations, which were sold in 2003. The prior year also includes a $79 million
benefit related to a reduction in the Mexican operation's policyholder
liabilities resulting from a change in methodology in determining the liability
for future policy benefits, partially offset by a related increase of $45
million in amortization of VOBA. Additionally, Taiwan's 2003 expenses include a
$30 million pre-tax charge due to an increased loss recognition reserve as a
result of low interest rates relative to product guarantees. Excluding these
items, expenses increased $341 million, or 17%, over the prior year. Expenses
grew by $71 million, $98 million, $58 million and $36 million for the operations
in Mexico, South Korea, Chile and Taiwan,

                                        84


respectively, which is commensurate with the revenue growth discussed above. In
addition, 2004 includes a $33 million decrease in Mexico's policyholder
liabilities resulting from the application of SOP 03-1. Canada's expenses
increased by $13 million due primarily to the strengthening of the liability on
its pension business related to changes in mortality assumptions in the fourth
quarter of 2004. The remainder of the increase in total expenses is primarily
related to the ongoing investment in infrastructure. Changes in foreign currency
exchange rates contributed $18 million to the year over year increase in total
expenses.

REINSURANCE

     The following table presents consolidated financial information for the
Reinsurance segment for the years indicated:



                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                   (IN MILLIONS)
                                                                       
REVENUES
Premiums....................................................  $3,869   $3,348   $2,648
Universal life and investment-type product policy fees......      --       --       --
Net investment income.......................................     606      538      431
Other revenues..............................................      58       56       47
Net investment gains (losses)...............................      22       59       62
                                                              ------   ------   ------
  Total revenues............................................   4,555    4,001    3,188
                                                              ------   ------   ------
EXPENSES
Policyholder benefits and claims............................   3,206    2,694    2,109
Interest credited to policyholder account balances..........     220      212      184
Policyholder dividends......................................      --        1       --
Other expenses..............................................     991      957      764
                                                              ------   ------   ------
  Total expenses............................................   4,417    3,864    3,057
                                                              ------   ------   ------
Income before provision for income taxes....................     138      137      131
Provision for income taxes..................................      46       46       45
                                                              ------   ------   ------
Net income..................................................  $   92   $   91   $   86
                                                              ======   ======   ======


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- REINSURANCE

     Net income increased by $1 million, or 1%, to $92 million for the year
ended December 31, 2005 from $91 million for the comparable 2004 period. This
increase is attributable to a 14% increase in revenues, primarily due to new
premiums from facultative and automatic treaties and renewal premiums on
existing blocks of business in the U.S. and international operations, as well as
an increase in net investment income due to growth in RGA's operations and
invested asset base. The increase in net income is partially offset by a
reduction in net investment gains of $12 million, net of income taxes and
minority interest, and a higher loss ratio in the current year, primarily due to
unfavorable mortality experience as a result of high claim levels in the U.S.
and the U.K. during the first six months of the year. Reserve strengthening in
RGA's Argentine pension business in 2005 reduced net income by $11 million, net
of income taxes and minority interest. The comparable 2004 period included a
negotiated claim settlement in RGA's accident and health business, reducing net
income by $8 million, net of income taxes and minority interest. The Argentine
pension business and the accident and health business are currently in run-off.

     Total revenues, excluding net investment gains (losses), increased by $591
million, or 15%, to $4,533 million for the year ended December 31, 2005 from
$3,942 million for the comparable 2004 period primarily due to a $521 million,
or 16%, increase in premiums and a $68 million, or 13%, increase in net
investment income. New premiums from facultative and automatic treaties and
renewal premiums on existing

                                        85


blocks of business in the U.S. and international operations contributed to the
premium growth. Premium levels are significantly influenced by large
transactions and reporting practices of ceding companies and, as a result, can
fluctuate from period to period. The growth in net investment income is the
result of the growth in RGA's operations and invested asset base. Additionally,
a component of the total revenue increase is attributable to foreign currency
exchange rate movements contributing an estimated $49 million.

     Total expenses increased by $553 million, or 14%, to $4,417 million for the
year ended December 31, 2005 from $3,864 million for the comparable 2004 period.
This increase is commensurate with growth in revenues and is primarily
attributable to an increase of $520 million in policyholder benefits and claims
and interest credited to policyholder account balances, primarily associated
with RGA's growth in insurance in force of approximately $270 billion, the
aforementioned unfavorable mortality experience in the U.S. and U.K. during the
first six months of the year, and strengthening of reserves of $33 million for
the Argentine pension business. The comparable 2004 period included a negotiated
claim settlement in RGA's accident and health business of $24 million and $18
million in policy benefits and claims as a result of the Indian Ocean tsunami on
December 26, 2004 and claims development associated with the reinsurance of the
Argentine pension business. Other expenses increased by $34 million, or 4%,
primarily due to an increase in the amortization of DAC. Changes in DAC,
included in other expenses, can vary from period to period primarily due to
changes in the mixture of the business being reinsured. Additionally, $46
million of the total expense increase is attributable to foreign currency
exchange rate movements.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- REINSURANCE

     Net income increased by $5 million, or 6%, to $91 million for the year
ended December 31, 2004 from $86 million for the comparable 2003 period. This
increase is attributable to a 26% increase in revenues, primarily due to strong
premium growth across all of RGA's geographical segments, which includes the
effect of the Allianz Life transaction. The growth in income from continuing
operations is partially offset by higher minority interest expense as the
Company's ownership in RGA decreased from 59% to 52% in the comparable periods
and a negotiated claim settlement in RGA's accident and health business, which
is currently in run-off, of $8 million for the third quarter of 2004, net of
income taxes and minority interest.

     Total revenues, excluding net investment gains (losses), increased by $816
million, or 26%, to $3,942 million for the year ended December 31, 2004 from
$3,126 million for the comparable 2003 period due primarily to a $700 million
increase in premiums. The premium increase during the year ended December 31,
2004 is partially the result of RGA's coinsurance agreement with Allianz Life
under which RGA assumed 100% of Allianz Life's United States traditional life
reinsurance business. This transaction closed during 2003, with six months of
reinsurance activity recorded in 2003, as compared to twelve months in 2004. New
premiums from facultative and automatic treaties and renewal premiums on
existing blocks of business in the United States and certain international
operations also contributed to the premium growth. Premium levels are
significantly influenced by large transactions, such as the Allianz Life
transaction, and reporting practices of ceding companies, and as a result, can
fluctuate from period to period. Net investment income also contributed to
revenue growth, increasing $107 million, or 25%, to $538 million in 2004 from
$431 million in 2003. The growth in net investment income is the result of the
growth in RGA's operations and invested asset base, as well as the conversion of
a large reinsurance treaty from a funds withheld to coinsurance basis which
resulted in an increase of $12 million in net investment income. Additionally, a
component of the total revenue increase is attributable to foreign currency
exchange rate movements contributing an estimated $99 million.

     Total expenses increased by $807 million, or 26%, to $3,864 million for the
year ended December 31, 2004 from $3,057 million for the comparable 2003 period.
This increase is commensurate with the growth in revenues and is primarily
attributable to an increase of $613 million in policyholder benefits and claims
and interest credited to policyholder account balances, primarily associated
with RGA's growth in insurance in force of approximately $200 billion, a
negotiated claim settlement in RGA's accident and health business of $24
million, and the inclusion of only six months of results from the Allianz Life
transaction in the prior year. The growth in interest credited is associated
with an increase in the account balances of market value adjusted annuity
products and is generally offset by corresponding change in investment income.
Also, during the fourth quarter of 2004, RGA recorded approximately $18 million
in policy benefits and claims as a result of
                                        86


the Indian Ocean tsunami on December 26, 2004 and claims development associated
with its reinsurance of Argentine pension business. Other expenses increased
primarily due to an increase of $106 million in allowances and related expenses
on assumed reinsurance associated with RGA's growth in premiums and insurance in
force and $15 million in additional amortization of DAC from the conversion of a
large reinsurance treaty from a funds withheld to coinsurance basis. The balance
of the growth in other expenses is primarily due to additional costs in the U.S.
associated with the Allianz Life transaction, start-up costs in various
international markets, and the aforementioned increase in minority interest
expense from $114 million in 2003 to $161 million in 2004. Additionally, $95
million of the total expense increase is attributable to foreign currency
exchange rate movements.

CORPORATE & OTHER

     The following table presents consolidated financial information for the
Corporate & Other for the years indicated:



                                                               YEAR ENDED DECEMBER 31,
                                                              -------------------------
                                                               2005      2004     2003
                                                              -------   ------   ------
                                                                    (IN MILLIONS)
                                                                        
REVENUES
Premiums....................................................  $    5    $ (27)   $ (38)
Universal life and investment-type product policy fees......       1        2       --
Net investment income.......................................     782      457      168
Other revenues..............................................      30        8       41
Net investment gains (losses)...............................     (48)    (152)      (6)
                                                              ------    -----    -----
  Total revenues............................................     770      288      165
                                                              ------    -----    -----
EXPENSES
Policyholder benefits and claims............................     (18)      (2)      36
Other expenses..............................................     947      596      359
                                                              ------    -----    -----
  Total expenses............................................     929      594      395
                                                              ------    -----    -----
Income (loss) from continuing operations before income tax
  benefit...................................................    (159)    (306)    (230)
Income tax benefit..........................................    (187)    (270)    (221)
                                                              ------    -----    -----
Income from continuing operations...........................      28      (36)      (9)
Income from discontinued operations, net of income taxes....   1,113      176      319
                                                              ------    -----    -----
Income before cumulative effect of a change in accounting,
  net of income taxes.......................................   1,141      140      310
Cumulative effect of a change in accounting, net of income
  taxes.....................................................      --        4       --
                                                              ------    -----    -----
Net income..................................................   1,141      144      310
Preferred stock dividends...................................      63       --       --
Charge for conversion of company-obligated mandatorily
  redeemable securities of a subsidiary trust...............      --       --       21
                                                              ------    -----    -----
Net income available to common shareholders.................  $1,078    $ 144    $ 289
                                                              ======    =====    =====


  YEAR ENDED DECEMBER 31, 2005 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2004 -- CORPORATE & OTHER

     Income from continuing operations increased by $64 million, or 178%, to $28
million for the year ended December 31, 2005 from a loss of $36 million for the
comparable 2004 period. The acquisition of Travelers, excluding Travelers
financing and integration costs incurred by the Company, accounted for $88
million of this increase. Excluding the impact of the Travelers acquisition,
income from continuing operations decreased by $24 million for the year ended
December 31, 2005 from the comparable 2004 period. The 2005 period includes

                                        87


a $31 million benefit from a revision of the estimate of income taxes for 2004,
a $30 million benefit, net of income taxes, associated with the reduction of a
previously established liability for settlement death benefits related to the
Company's sales practices class action settlement recorded in 1999, and an $18
million benefit, net of income taxes, associated with the reduction of a
previously established real estate transfer tax liability related to the
Company's demutualization in 2000. The 2004 period includes a $105 million
benefit associated with the resolution of issues relating to the Internal
Revenue Service's audit of Metropolitan Life's and its subsidiaries' tax returns
for the years 1997-1999. Also included in the 2004 period is an expense related
to a $32 million, net of income taxes, contribution to the MetLife Foundation
and a $9 million benefit from a revision of the estimate of income taxes for
2003. Excluding the impact of these items, income from continuing operations
decreased by $21 million for the year ended December 31, 2005 from the
comparable 2004 period. The decrease is primarily attributable to higher
interest expense on debt (principally associated with the issuance of debt to
finance the Travelers acquisition), integration costs associated with the
acquisition of Travelers, interest credited to bank holder deposits and
legal-related liabilities of $119 million, $76 million, $44 million and $4
million, respectively, all of which are net of income taxes. This is partially
offset by an increase in net investment income of $107 million, net of income
taxes, higher net investment gains of $66 million, net of income taxes, and a
decrease in corporate support expenses of $10 million, net of income taxes. The
remainder of the difference is primarily driven by the difference between the
actual and the estimated tax rate allocated to the various segments.

     Total revenues, excluding net investment gains (losses), increased by $378
million, or 86%, to $818 million for the year ended December 31, 2005 from $440
million for the comparable 2004 period. The acquisition of Travelers accounted
for $152 million of this increase. Excluding the impact of the acquisition of
Travelers, the increase of $226 million is primarily attributable to increases
in income on fixed maturities as a result of higher yields from lengthening the
duration and a higher asset base, as well as increased income from corporate
joint ventures and mortgage loans on real estate. Also included as a component
of total revenues are intersegment eliminations which are offset within total
expenses.

     Total expenses increased by $335 million, or 56%, to $929 million for the
year ended December 31, 2005 from $594 million for the comparable 2004 period.
The acquisition of Travelers, excluding Travelers financing and integration
costs incurred by the Company, accounted for $15 million of this increase.
Excluding the impact of the acquisition of Travelers, total expenses increased
by $320 million for the year ended December 31, 2005 from the comparable 2004
period. The 2005 period includes a $47 million benefit associated with a
reduction of a previously established liability for settlement death benefits
related to the Company's sales practices class action settlement recorded in
1999, a $28 million benefit associated with the reduction of a previously
established real estate transfer tax liability related to the Company's
demutualization in 2000. The 2004 period includes a $50 million contribution to
the MetLife Foundation, partially offset by a $22 million reduction of a
liability associated with the resolution of all issues relating to the Internal
Revenue Service's audit of Metropolitan Life's and its subsidiaries' tax returns
for the years 1997-1999. Excluding the impact of these items, total expenses
increased by $423 million for the year ended December 31, 2005 from the
comparable 2004 period. This increase is attributable to higher interest expense
of $187 million as a result of the issuance of senior notes in 2004 and 2005,
which includes $129 million of expenses from the financing of the acquisition of
Travelers. Integration costs associated with the acquisition of Travelers were
$120 million. As a result of growth in the business, interest credited to bank
holder deposits increased by $70 million at MetLife Bank. In addition,
legal-related liabilities increased by $5 million. These increases were offset
by a reduction in corporate support expenses of $16 million. The remainder of
the increase is attributable to intersegment eliminations.

  YEAR ENDED DECEMBER 31, 2004 COMPARED WITH THE YEAR ENDED DECEMBER 31,
  2003 -- CORPORATE & OTHER

     Income (loss) from continuing operations decreased by $27 million, or 300%,
to ($36) million for the year ended December 31, 2004 from ($9) million for the
comparable 2003 period. The 2004 period includes a $105 million benefit
associated with the resolution of issues relating to the Internal Revenue
Service's audit of Metropolitan Life's and its subsidiaries' tax returns for the
years 1997-1999. Also included in 2004 is an expense related to a $32 million
contribution, net of income taxes, to the MetLife Foundation and a $9 million

                                        88


benefit from a revision of the estimate of income taxes for 2003. The year ended
December 31, 2003 includes a $92 million benefit, net of income taxes, from the
reduction of a previously established liability related to the Company's
race-conscious underwriting settlement, as well as a $36 million benefit from a
revision of the estimate of income taxes for 2002. Excluding the impact of these
items, income from continuing operations increased by $19 million in the year
ended December 31, 2004 from the comparable 2003 period. The increase in
earnings in 2004 over the prior year period is primarily attributable to an
increase in net investment income of $184 million and a decrease in policyholder
benefits and claims of $24 million, both of which are net of income taxes. This
increase is partially offset by an increase in net investment losses of $93
million and an increase in interest on bank holder deposits of $14 million, a
charge related to unoccupied space of $10 million, as well as expenses
associated with the piloting of a new product of $7 million, all net of income
taxes. In addition, the tax benefit increased by $41 million as a result of a
change in the Company's allocation of tax expense among segments.

     Total revenues, excluding net investment gains (losses), increased by $269
million, or 157%, to $440 million for the year ended December 31, 2004 from $171
million for the comparable 2003 period. The increase in revenue is primarily
attributable to increases in income on fixed maturity securities, corporate
joint venture income, mortgage loans on real estate and equity securities due to
increased invested assets and higher yields. Also included as a component of
total revenues are intersegment eliminations which are offset within total
expenses.

     Total expenses increased by $199 million, or 50%, to $594 million for the
year ended December 31, 2004 from $395 million for the comparable 2003 period.
The year ended December 31, 2004 includes a $50 million contribution to the
MetLife Foundation, partially offset by a $22 million reduction of interest
expense associated with the resolution of all issues relating to the Internal
Revenue Service's audit of Metropolitan Life's and its subsidiaries' tax returns
for the years 1997-1999. The year ended December 31, 2003 includes a $144
million benefit from a reduction of a previously established liability
associated with the Company's race-conscious underwriting settlement. Excluding
these items, total expenses increased by $27 million for the year ended December
31, 2004. This increase is attributable to higher interest expense of $61
million as a result of the issuance of senior notes at the end of 2003 and
during 2004, as well as higher interest credited to bank holder deposits of $22
million as a result of growth in MetLife Bank's business. This increase is
partially offset by a decrease of $54 million from lower interest expense on
surplus notes, as well as lower expenses from policyholder benefits and claims
of $38 million, a charge related to unoccupied space of $15 million, as well as
expenses associated with the piloting of a new product of $11 million. The
remainder of the increase is attributable to intersegment eliminations.

METLIFE CAPITAL TRUST I

     In connection with MetLife, Inc.'s initial public offering in April 2000,
the Holding Company and MetLife Capital Trust I, a wholly-owned trust, (the
"Trust") issued equity security units (the "units"). Each unit originally
consisted of (i) a contract to purchase, for $50, shares of the Holding
Company's common stock (the "purchase contracts") on May 15, 2003; and (ii) a
capital security of the Trust, with a stated liquidation amount of $50.

     In accordance with the terms of the units, the Trust was dissolved on
February 5, 2003, and $1,006 million aggregate principal amount of 8.00%
debentures of the Holding Company (the "MetLife debentures"), the sole assets of
the Trust, were distributed to the owners of the Trust's capital securities in
exchange for their capital securities. The MetLife debentures were remarketed on
behalf of the debenture owners on February 12, 2003 and the interest rate on the
MetLife debentures was reset as of February 15, 2003 to 3.911% per annum. As a
result of the remarketing, the debenture owners received $21 million ($0.03 per
diluted common share) in excess of the carrying value of the capital securities.
This excess was recorded by the Company as a charge to additional paid-in
capital and, for the purpose of calculating earnings per share, is subtracted
from net income to arrive at net income available to common shareholders.

     On May 15, 2003, the purchase contracts associated with the units were
settled. In exchange for $1,006 million, the Company issued 2.97 shares of
MetLife, Inc. common stock per purchase contract, or

                                        89


59.8 million shares of treasury stock. The excess of the Company's cost of the
treasury stock ($1,662 million) over the contract price of the stock issued to
the purchase contract holders ($1,006 million) was $656 million, which was
recorded as a direct reduction to retained earnings.

     Due to the dissolution of the Trust in 2003, there was no interest expense
on capital securities for the years ended December 31, 2005 and 2004. Interest
expense on the capital securities is included in other expenses and was $10
million for the year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

  THE COMPANY

  CAPITAL

     Risk based capital ("RBC") requirements are used as minimum capital
requirements by the National Association of Insurance Commissioners ("NAIC") and
the state insurance departments to identify companies that merit further
regulatory action. RBC is based on a formula calculated by applying factors to
various asset, premium and statutory reserve items and takes into account the
risk characteristics of the insurer, including asset risk, insurance risk,
interest rate risk and business risk. These rules apply to each of the Company's
domestic insurance subsidiaries. At December 31, 2005, each of the Holding
Company's domestic insurance subsidiaries' total adjusted capital was in excess
of the RBC levels required by their respective states of domicile.

     The NAIC adopted the Codification of Statutory Accounting Principles
("Codification") in 2001 to standardize regulatory accounting and reporting to
state insurance departments. However, statutory accounting principles continue
to be established by individual state laws and permitted practices. The New York
State Department of Insurance (the "Department") has adopted Codification with
certain modifications for the preparation of statutory financial statements of
insurance companies domiciled in New York. Modifications by the various state
insurance departments may impact the effect of Codification on the statutory
capital and surplus of the Holding Company's insurance subsidiaries.

  ASSET/LIABILITY MANAGEMENT

     The Company actively manages its assets using an approach that balances
quality, diversification, asset/liability matching, liquidity and investment
return. The goals of the investment process are to optimize, net of income
taxes, risk-adjusted investment income and risk-adjusted total return while
ensuring that the assets and liabilities are managed on a cash flow and duration
basis. The asset/liability management process is the shared responsibility of
the Portfolio Management Unit, the Business Finance Asset/Liability Management
Unit, and the operating business segments under the supervision of the various
product line specific Asset/Liability Management Committees ("ALM Committees").
The ALM Committees' duties include reviewing and approving target portfolios on
a periodic basis, establishing investment guidelines and limits and providing
oversight of the asset/liability management process. The portfolio managers and
asset sector specialists, who have responsibility on a day-to-day basis for risk
management of their respective investing activities, implement the goals and
objectives established by the ALM Committees.

     The Company establishes target asset portfolios for each major insurance
product, which represent the investment strategies used to profitably fund its
liabilities within acceptable levels of risk. These strategies include
objectives for effective duration, yield curve sensitivity, convexity,
liquidity, asset sector concentration and credit quality. In executing these
asset/liability matching strategies, management regularly reevaluates the
estimates used in determining the approximate amounts and timing of payments to
or on behalf of policyholders for insurance liabilities. Many of these estimates
are inherently subjective and could impact the Company's ability to achieve its
asset/liability management goals and objectives.

  LIQUIDITY

     Liquidity refers to a company's ability to generate adequate amounts of
cash to meet its needs. The Company's liquidity position (cash and cash
equivalents and short-term investments, excluding securities

                                        90


lending) was $6.7 billion and $5.4 billion at December 31, 2005 and 2004,
respectively. Liquidity needs are determined from a rolling 12-month forecast by
portfolio and are monitored daily. Asset mix and maturities are adjusted based
on forecast. Cash flow testing and stress testing provide additional
perspectives on liquidity. The Company believes that it has sufficient liquidity
to fund its cash needs under various scenarios that include the potential risk
of early contractholder and policyholder withdrawal. The Company includes
provisions limiting withdrawal rights on many of its products, including general
account institutional pension products (generally group annuities, including
guaranteed interest contracts ("GICs"), and certain deposit funds liabilities)
sold to employee benefit plan sponsors. Certain of these provisions prevent the
customer from making withdrawals prior to the maturity date of the product.

     In the event of significant unanticipated cash requirements beyond normal
liquidity, the Company has multiple liquidity alternatives available based on
market conditions and the amount and timing of the liquidity need. These options
include cash flow from operations, the sale of liquid assets, global funding
sources and various credit facilities.

     The Company's ability to sell investment assets could be limited by
accounting rules including rules relating to the intent and ability to hold
impaired securities until the market value of those securities recovers.

     In extreme circumstances, all general account assets within a statutory
legal entity are available to fund any obligation of the general account within
that legal entity.

  LIQUIDITY SOURCES

     Cash Flow from Operations.  The Company's principal cash inflows from its
insurance activities come from insurance premiums, annuity considerations and
deposit funds. A primary liquidity concern with respect to these cash inflows is
the risk of early contractholder and policyholder withdrawal.

     The Company's principal cash inflows from its investment activities come
from repayments of principal, proceeds from maturities and sales of invested
assets and investment income. The primary liquidity concerns with respect to
these cash inflows are the risk of default by debtors and market volatilities.
The Company closely monitors and manages these risks through its credit risk
management process.

     Liquid Assets.  An integral part of the Company's liquidity management is
the amount of liquid assets it holds. Liquid assets include cash, cash
equivalents, short-term investments, marketable fixed maturity and equity
securities. Liquid assets exclude assets relating to securities lending and
dollar roll activities. At December 31, 2005 and 2004, the Company had $179
billion and $136 billion in liquid assets, respectively.

     Global Funding Sources.  Liquidity is also provided by a variety of both
short-term and long-term instruments, including repurchase agreements,
commercial paper, medium- and long-term debt, capital securities and
stockholders' equity. The diversification of the Company's funding sources
enhances funding flexibility, limits dependence on any one source of funds and
generally lowers the cost of funds.

     At December 31, 2005 and 2004, the Company had $1.4 billion in short-term
debt outstanding, and $9.9 billion and $7.4 billion in long-term debt
outstanding, respectively.

     Debt Issuances.  On June 23, 2005, the Holding Company issued in the United
States public market $1,000 million aggregate principal amount of 5.00% senior
notes due June 15, 2015 at a discount of $2.7 million ($997.3 million), and
$1,000 million aggregate principal amount of 5.70% senior notes due June 15,
2035 at a discount of $2.4 million ($997.6 million).

     On June 29, 2005, the Holding Company issued 400 million pounds sterling
($729.2 million at issuance) aggregate principal amount of 5.25% senior notes
due June 29, 2020 at a discount of 4.5 million pounds sterling ($8.1 million at
issuance), for aggregate proceeds of 395.5 million pounds sterling ($721.1
million at issuance). The senior notes were initially offered and sold outside
the United States in reliance upon Regulation S under the Securities Act of
1933, as amended.

     On December 8, 2005, RGA issued junior subordinated debentures with a face
amount of $400 million. Interest is payable semi-annually at a fixed rate of
6.75% until December 15, 2015. Subsequent to

                                        91


December 15, 2015, interest on these debentures will accrue at an annual rate of
3-month LIBOR plus a margin equal to 266.5 basis points, payable quarterly until
maturity in 2065.

     The Company repaid a $250 million, 7% surplus note which matured on
November 1, 2005 and repaid a $1,006 million, 3.911% senior note which matured
on May 15, 2005.

     MetLife Bank has entered into several repurchase agreements with the
Federal Home Loan Bank of New York (the "FHLB of NY") whereby MetLife Bank has
issued such repurchase agreements in exchange for cash and for which the FHLB of
NY has been granted a blanket lien on MetLife Bank's residential mortgages and
mortgage-backed securities to collateralize MetLife Bank's obligations under the
repurchase agreements. The repurchase agreements and the related security
agreement represented by this blanket lien provide that upon any event of
default by MetLife Bank, the FHLB of NY's recovery is limited to the amount of
MetLife Bank's liability under the outstanding repurchase agreements. During
2005, the Company increased its liability for repurchase agreements with the
FHLB of NY by $750 million. As of December 31, 2005 and 2004, the Company's
total liability was $855 million and $105 million, respectively, which is
included in long-term debt.

     MetLife Funding, Inc. ("MetLife Funding"), a subsidiary of Metropolitan
Life, serves as a centralized finance unit for the Company. Pursuant to a
support agreement, Metropolitan Life has agreed to cause MetLife Funding to have
a tangible net worth of at least one dollar. At December 31, 2005 and 2004,
MetLife Funding had a tangible net worth of $11.2 million and $10.9 million,
respectively. MetLife Funding raises cash from various funding sources and uses
the proceeds to extend loans, through MetLife Credit Corp., another subsidiary
of Metropolitan Life, to the Holding Company, Metropolitan Life and other
affiliates. MetLife Funding manages its funding sources to enhance the financial
flexibility and liquidity of Metropolitan Life and other affiliated companies.
At December 31, 2005 and 2004, MetLife Funding had total outstanding
liabilities, including accrued interest payable, of $456 million and $1,448
million, respectively, consisting primarily of commercial paper.

     Credit Facilities.  The Company maintains committed and unsecured credit
facilities aggregating $3.85 billion as of December 31, 2005. When drawn upon,
these facilities bear interest at varying rates in accordance with the
respective agreements. The facilities can be used for general corporate purposes
and $3.0 billion of the facilities also serve as back-up lines of credit for the
Company's commercial paper programs. The following table provides details on
these facilities as of December 31, 2005:



                                                                            LETTER OF
                                                                             CREDIT                   UNUSED
                 BORROWER(S)                      EXPIRATION     CAPACITY   ISSUANCES   DRAWDOWNS   COMMITMENTS
- ----------------------------------------------  --------------   --------   ---------   ---------   -----------
                                                                                (IN MILLIONS)
                                                                                     
MetLife, Inc., MetLife Funding, Inc. and
  Metropolitan Life Insurance Company.........  April 2009        $1,500      $374        $ --        $1,126
MetLife, Inc. and MetLife Funding, Inc. ......  April 2010         1,500        --          --         1,500
MetLife Bank, N.A.............................  July 2006            200        --          --           200
Reinsurance Group of America, Incorporated....  January 2006          26        --          26            --
Reinsurance Group of America, Incorporated....  May 2007              26        --          26            --
Reinsurance Group of America, Incorporated....  September 2010       600       320          50           230
                                                                  ------      ----        ----        ------
Total.........................................                    $3,852      $694        $102        $3,056
                                                                  ======      ====        ====        ======


     Letters of Credit.  On July 1, 2005, in connection with the closing of the
acquisition of Travelers, the $2.0 billion amended and restated five-year letter
of credit and reimbursement agreement (the "L/C Agreement") entered into by The
Travelers Life and Annuity Reinsurance Company ("TLARC") and various
institutional lenders on April 25, 2005 became effective. Under the L/C
Agreement, the Holding Company agreed to unconditionally guarantee reimbursement
obligations of TLARC with respect to reinsurance letters of credit issued
pursuant to the L/C Agreement and replaced Citigroup Insurance Holding Company
as guarantor upon closing of the Travelers acquisition. The L/C Agreement
expires five years after the closing of the acquisition. Also during 2005,
Exeter Reassurance Company Ltd. ("Exeter") entered into three ten-year letter of
credit and reimbursement agreements totaling $800 million with an institutional
lender,

                                        92


and the Holding Company and Exeter entered into a $500 million ten-year letter
of credit and reimbursement agreement with another institutional lender. The
following table provides details on the capacity and outstanding balances of
such committed facilities as of December 31, 2005:



                                                                          LETTER OF
                                                                           CREDIT         UNUSED
              ACCOUNT PARTY                   EXPIRATION     CAPACITY     ISSUANCES     COMMITMENTS
- ------------------------------------------  --------------   --------   -------------   -----------
                                                                        (IN MILLIONS)
                                                                            
The Travelers Life and Annuity Reinsurance
  Company.................................  July 2010         $2,000       $1,930          $ 70
Exeter Reassurance Company Ltd. ..........  March 2015           225          225            --
Exeter Reassurance Company Ltd. ..........  June 2015            250          250            --
Exeter Reassurance Company Ltd. ..........  September 2015       325           --           325
Exeter Reassurance Company Ltd. and
  MetLife, Inc. ..........................  December 2015        500          280           220
                                                              ------       ------          ----
Total.....................................                    $3,300       $2,685          $615
                                                              ======       ======          ====


- ---------------

Note: The Holding Company is a guarantor under the first four agreements and a
      party to the fifth agreement above.

     At December 31, 2005 and 2004, the Company had outstanding $3.6 billion and
$961 million, respectively, in letters of credit from various banks, of which
$3.4 billion and $470 million, respectively, were part of committed facilities.
The letters of credit outstanding at December 31, 2005 and 2004 all
automatically renew for one year periods except for $755 million in the current
period which expires in ten years. Since commitments associated with letters of
credit and financing arrangements may expire unused, these amounts do not
necessarily reflect the Company's actual future cash funding requirements.

  LIQUIDITY USES

     Insurance Liabilities.  The Company's principal cash outflows primarily
relate to the liabilities associated with its various life insurance, property
and casualty, annuity and group pension products, operating expenses and income
taxes, as well as principal and interest on its outstanding debt obligations.
Liabilities arising from its insurance activities primarily relate to benefit
payments under the aforementioned products, as well as payments for policy
surrenders, withdrawals and loans.

     Investment and Other.  Additional cash outflows include those related to
obligations of securities lending and dollar roll activities, investments in
real estate, limited partnerships and joint ventures, as well as
litigation-related liabilities.

                                        93


     The following table summarizes the Company's major contractual obligations
as of December 31, 2005:



                                                               LESS THAN     THREE TO      MORE THAN
CONTRACTUAL OBLIGATIONS                             TOTAL     THREE YEARS   FIVE YEARS    FIVE YEARS
- -----------------------                            --------   -----------   ----------   -------------
                                                                      (IN MILLIONS)
                                                                             
Other long-term liabilities(1)(2)................  $106,522     $19,089      $ 8,026        $79,407
Payables for collateral under securities loaned
  and other transactions.........................    34,515      34,515           --             --
Long-term debt(3)................................    19,506       2,836        1,376         15,294
Mortgage commitments.............................     2,974       2,030          296            648
Partnership investments(4).......................     2,684       2,684           --             --
Junior subordinated debt securities underlying
  common equity units(5).........................     2,433       1,359        1,074             --
Operating leases.................................     1,338         579          235            524
Shares subject to mandatory redemption(3)........       350          --           --            350
Capital leases...................................        73          38            9             26
Contracts to purchase real estate................        36          36           --             --
                                                   --------     -------      -------        -------
Total............................................  $170,431     $63,166      $11,016        $96,249
                                                   ========     =======      =======        =======


- ---------------

(1) Other long-term liabilities include various investment-type products with
    contractually scheduled maturities, including guaranteed interest contracts,
    structured settlements, pension closeouts, certain annuity policies and
    certain indemnities.

(2) Other long-term liabilities include benefit and claim liabilities for which
    the Company believes the amount and timing of the payment is essentially
    fixed and determinable. Such amounts generally relate to (i) policies or
    contracts where the Company is currently making payments and will continue
    to do so until the occurrence of a specific event, such as death; and (ii)
    life insurance and property and casualty incurred and reported claims.
    Liabilities for future policy benefits of $82.4 billion and policyholder
    account balances of $113.4 billion, both at December 31, 2005, have been
    excluded from this table. Amounts excluded from the table are generally
    comprised of policies or contracts where (i) the Company is not currently
    making payments and will not make payments in the future until the
    occurrence of an insurable event, such as death or disability, or (ii) the
    occurrence of a payment triggering event, such as a surrender of a policy or
    contract, is outside the control of the Company. The determination of these
    liability amounts and the timing of payment are not reasonably fixed and
    determinable since the insurable event or payment triggering event has not
    yet occurred. Such excluded liabilities primarily represent future policy
    benefits of approximately $63.4 billion relating to traditional life, health
    and disability insurance products and policyholder account balances of
    approximately $41.7 billion relating to deferred annuities, $27.3 billion
    for group and universal life products and approximately $27.0 billion for
    funding agreements without fixed maturity dates. Significant uncertainties
    relating to these liabilities include mortality, morbidity, expenses,
    persistency, investment returns, inflation and the timing of payments. See
    "-- The Company -- Asset/Liability Management."

     Amounts included in other long-term liabilities reflect estimated cash
     payments to be made to policyholders. Such cash outflows reflect
     adjustments for the estimated timing of mortality, retirement, and other
     appropriate factors, but are undiscounted with respect to interest. The
     amount shown in the More than Five Years column represents the sum of cash
     flows, also adjusted for the estimated timing of mortality, retirement and
     other appropriate factors and undiscounted with respect to interest,
     extending for more than 100 years from the present date. As a result, the
     sum of the cash outflows shown for all years in the table of $104.4 billion
     exceeds the corresponding liability amounts of $51.4 billion included in
     the consolidated financial statements at December 31, 2005. The liability
     amount in the consolidated financial statements reflects the discounting
     for interest, as well as adjustments for the timing of other factors as
     described above.

(3) Amounts differ from the balances presented on the consolidated balance
    sheets. The amounts above do not include any fair value adjustments, related
    premiums and discounts or capital leases which are presented separately.
    Amounts include interest to be paid on fixed-rate debt only.

                                        94


(4) The Company anticipates that these amounts could be invested in these
    partnerships any time over the next five years, but are presented in the
    current period, as the timing of the fulfillment of the obligation cannot be
    predicted.

(5) Amounts include interest paid on junior subordinated debt.

     As of December 31, 2005, and relative to its liquidity program, the Company
had no material (individually or in the aggregate) purchase obligations or
material (individually or in the aggregate) unfunded pension or other
postretirement benefit obligations due within one year.

     Support Agreements.  Metropolitan Life entered into a net worth maintenance
agreement with New England Life Insurance Company ("NELICO") at the time
Metropolitan Life merged with New England Mutual Life Insurance Company. Under
the agreement, Metropolitan Life agreed, without limitation as to the amount, to
cause NELICO to have a minimum capital and surplus of $10 million, total
adjusted capital at a level not less than the company action level RBC (or not
less than 125% of the company action level RBC, if NELICO has a negative trend),
as defined by state insurance statutes, and liquidity necessary to enable it to
meet its current obligations on a timely basis. At December 31, 2005, the
capital and surplus of NELICO was in excess of the minimum capital and surplus
amount referenced above, and its total adjusted capital was in excess of the
most recently referenced RBC-based amount calculated at December 31, 2005.

     In connection with the Company's acquisition of the parent of General
American Life Insurance Company ("General American"), Metropolitan Life entered
into a net worth maintenance agreement with General American. Under the
agreement, as subsequently amended, Metropolitan Life agreed, without limitation
as to amount, to cause General American to have a minimum capital and surplus of
$10 million, total adjusted capital at a level not less than 250% of the company
action level RBC, as defined by state insurance statutes, and liquidity
necessary to enable it to meet its current obligations on a timely basis. At
December 31, 2005, the capital and surplus of General American was in excess of
the minimum capital and surplus amount referenced above, and its total adjusted
capital was in excess of the most recent referenced RBC-based amount calculated
at December 31, 2005.

     Metropolitan Life has also entered into arrangements for the benefit of
some of its other subsidiaries and affiliates to assist such subsidiaries and
affiliates in meeting various jurisdictions' regulatory requirements regarding
capital and surplus and security deposits. In addition, Metropolitan Life has
entered into a support arrangement with respect to a subsidiary under which
Metropolitan Life may become responsible, in the event that the subsidiary
becomes the subject of insolvency proceedings, for the payment of certain
reinsurance recoverables due from the subsidiary to one or more of its cedents
in accordance with the terms and conditions of the applicable reinsurance
agreements.

     General American has agreed to guarantee the contractual obligations of its
subsidiary, Paragon Life Insurance Company, and certain contractual obligations
of its former subsidiaries, MetLife Investors Insurance Company ("MetLife
Investors"), First MetLife Investors Insurance Company and MetLife Investors
Insurance Company of California. In addition, General American has entered into
a contingent reinsurance agreement with MetLife Investors. Under this agreement,
in the event that MetLife Investors' statutory capital and surplus is less than
$10 million or total adjusted capital falls below 180% of the company action
level RBC, as defined by state insurance statutes, General American would assume
as assumption reinsurance, subject to regulatory approvals and required
consents, all of MetLife Investors' life insurance policies and annuity contract
liabilities. At December 31, 2005, the capital and surplus of MetLife Investors
was in excess of the minimum capital and surplus amount referenced above, and
its total adjusted capital was in excess of the most recent referenced RBC-based
amount calculated at December 31, 2005.

     In connection with the acquisition of Travelers, MetLife International
Holdings, Inc. ("MIH"), a subsidiary of the Holding Company, committed to the
Australian Prudential Regulatory Authority that it will provide or procure the
provision of additional capital to MetLife General Insurance Limited ("MGIL"),
an Australian subsidiary of MIH, to the extent necessary to enable MGIL to meet
insurance capital adequacy and solvency requirements. In addition, MetLife
International Insurance, Ltd. ("MIIL"), a Bermuda insurance company, was
acquired as part of the Travelers transaction. In connection with the assumption
of a

                                        95


block of business by MIIL from a company in liquidation in 1995, Citicorp Life
Insurance Company ("CLIC"), an affiliate of MIIL and a subsidiary of the Holding
Company, agreed with MIIL and the liquidator to make capital contributions to
MIIL to ensure that, for so long as any policies in such block remain
outstanding, MIIL remains solvent and able to honor the liabilities under such
policies.

     Management does not anticipate that these arrangements will place any
significant demands upon the Company's liquidity resources.

     Litigation.  Various litigation, including purported or certified class
actions, and various claims and assessments against the Company, in addition to
those discussed elsewhere herein and those otherwise provided for in the
Company's consolidated financial statements, have arisen in the course of the
Company's business, including, but not limited to, in connection with its
activities as an insurer, employer, investor, investment advisor and taxpayer.
Further, state insurance regulatory authorities and other federal and state
authorities regularly make inquiries and conduct investigations concerning the
Company's compliance with applicable insurance and other laws and regulations.

     It is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or provide reasonable ranges of
potential losses except as noted elsewhere herein in connection with specific
matters. In some of the matters referred to herein, very large and/or
indeterminate amounts, including punitive and treble damages, are sought.
Although in light of these considerations, it is possible that an adverse
outcome in certain cases could have a material adverse effect upon the Company's
consolidated financial position, based on information currently known by the
Company's management, in its opinion, the outcomes of such pending
investigations and legal proceedings are not likely to have such an effect.
However, given the large and/or indeterminate amounts sought in certain of these
matters and the inherent unpredictability of litigation, it is possible that an
adverse outcome in certain matters could, from time to time, have a material
adverse effect on the Company's consolidated net income or cash flows in
particular quarterly or annual periods.

     Other.  Based on management's analysis of its expected cash inflows from
operating activities, the dividends it receives from subsidiaries, including
Metropolitan Life, that are permitted to be paid without prior insurance
regulatory approval and its portfolio of liquid assets and other anticipated
cash flows, management believes there will be sufficient liquidity to enable the
Company to make payments on debt, make cash dividend payments on its common
stock, pay all operating expenses, and meet its cash needs. The nature of the
Company's diverse product portfolio and customer base lessens the likelihood
that normal operations will result in any significant strain on liquidity.

     Consolidated cash flows.  Net cash provided by operating activities was
$8,005 million and $6,510 million for the years ended December 31, 2005 and
2004, respectively. The $1,495 million increase in operating cash flows in 2005
over the comparable 2004 period is primarily attributable to the acquisition of
Travelers, growth in disability, dental, long-term care business, group life and
retirement & savings, as well as continued growth in the annuity business.

     Net cash provided by operating activities was $6,510 million and $6,127
million for the years ended December 31, 2004 and 2003, respectively. The $383
million increase in operating cash flows in 2004 over the comparable 2003 period
is primarily attributable to continued growth in the group life, long-term care,
dental and disability businesses, as well as an increase in retirement &
savings' structured settlements due to a large multi-contract sale in 2004.
Also, the late 2003 acquisition of John Hancock's group TIAA/CREF's long-term
care business contributed to growth in the 2004 period.

     Net cash used in investing activities was $22,610 million and $14,417
million for the years ended December 31, 2005 and 2004, respectively. The $8,193
million increase in net cash used in investing activities in 2005 over the
comparable 2004 period is primarily due to the acquisition of Travelers and
CitiStreet Associates, the increase in net purchases of fixed maturities and an
increase in the origination of mortgage and consumer loans, primarily in
commercial loans, as compared to the 2004 period. This was partially offset by
an increase in repayments of mortgage and consumer loans, an increase in sales
of equity real estate and a

                                        96


decrease in the cash used for short-term investments. In addition, the 2005
period includes proceeds associated with the sale of SSRM and MetLife Indonesia.

     Net cash used in investing activities was $14,417 million and $26,878
million for the years ended December 31, 2004 and 2003, respectively. The
$12,461 million decrease in net cash used in investing activities in 2004 over
the comparable 2003 period is primarily due to less cash provided by financing
activities, partially offset by an increase in cash generated from operations.
This decrease in available cash resulted in reduced investments in fixed
maturities in 2004 as compared to 2003. These items are partially offset by an
increase in mortgage and other loan origination as the Company continues to take
advantage of favorable market conditions in this sector, as well as an increase
in cash used for equity securities and short-term investments for the comparable
periods.

     Net cash provided by financing activities was $14,517 million and $8,280
million for the years ended December 31, 2005 and 2004, respectively. The $6,237
million increase in net cash provided by financing activities in 2005 over the
comparable 2004 period is primarily attributable to the Holding Company's
funding of the acquisition of Travelers through the issuance of long-term debt,
junior subordinated debt securities and preferred shares. In addition, there was
an increase in the amount of securities lending cash collateral invested in
connection with the program. This increase was partially offset by a decrease in
net cash provided by policyholder account balances, the repayment of previously
issued long-term debt, the payment of common stock dividends, the payment of
dividends on the preferred shares, the payment of debt and equity issuance
costs, and the repurchase of its common stock by RGA.

     Net cash provided by financing activities was $8,280 million and $22,161
million for the years ended December 31, 2004 and 2003, respectively. The
$13,881 million decrease in net cash provided by financing activities in 2004
over the comparable 2003 period is primarily due to a decrease in securities
lending cash collateral invested in connection with the program. In addition,
there were repayments of short-term debt associated with dollar roll activity,
and an increase in cash used in the Company's stock repurchase program. Net cash
provided by policyholder account balances decreased from the comparable 2003
period mainly as a result of a decrease in GICs sold in 2004 as compared to
2003, partially offset by an increase in MetLife Bank's customer deposits,
particularly in the personal and business savings accounts. The 2003 period
included payments of $1,006 million received on the settlement of common stock
purchase contracts (see "-- Results of Operations -- MetLife Capital Trust I")
and $317 million net cash proceeds associated with RGA's issuance of common
stock. The Company also doubled its annual dividend per share in 2004. These
items were partially offset by additional proceeds from the issuance of senior
notes by the Holding Company and a decrease in repayments of long-term debt for
the comparable periods.

THE HOLDING COMPANY

  CAPITAL

     Restrictions and Limitations on Bank Holding Companies and Financial
Holding Companies -- Capital. The Holding Company and its insured depository
institution subsidiary, MetLife Bank, are subject to risk-based and leverage
capital guidelines issued by the federal banking regulatory agencies for banks
and financial holding companies. The federal banking regulatory agencies are
required by law to take specific prompt corrective actions with respect to
institutions that do not meet minimum capital standards. At December 31, 2005,
MetLife, Inc. and MetLife Bank met the minimum capital standards as per federal
banking regulatory agencies with all of MetLife Bank's risk-based and leverage
capital ratios meeting the federal banking regulatory agencies "well
capitalized" standards and all of MetLife, Inc.'s risk-based and leverage
capital ratios meeting the "adequately capitalized" standards. At December 31,
2004, MetLife, Inc. and MetLife Bank were in compliance with the aforementioned
minimum capital standards and each had risk-based and leverage capital ratios
that met the federal banking regulatory agencies "well capitalized" standards.

                                        97


     The following table contains the RBC ratios as of December 31, 2005 and
2004 and the regulatory requirements for MetLife Inc., as a bank holding
company, and MetLife Bank:

                                 METLIFE, INC.
                       RBC RATIOS -- BANK HOLDING COMPANY
                               AS OF DECEMBER 31,



- -------------------------------------------------------------------------------------------
                                                                               REGULATORY
                                                                REGULATORY    REQUIREMENTS
                                                               REQUIREMENTS       "WELL
                                                2005   2004      MINIMUM      CAPITALIZED"
                                                ----   -----   ------------   -------------
                                                                  
Total RBC Ratio...............................  9.57%  10.12%      8.00%          10.00%
Tier 1 RBC Ratio..............................  9.21%   9.66%      4.00%           6.00%
Tier 1 Leverage Ratio.........................  5.39%   6.02%      4.00%            N/A


                                  METLIFE BANK
                               RBC RATIOS -- BANK
                               AS OF DECEMBER 31,



- -------------------------------------------------------------------------------------------
                                                                               REGULATORY
                                                                REGULATORY    REQUIREMENTS
                                                               REQUIREMENTS       "WELL
                                               2005    2004      MINIMUM      CAPITALIZED"
                                               -----   -----   ------------   -------------
                                                                  
Total RBC Ratio..............................  11.78%  17.09%      8.00%          10.00%
Tier 1 RBC Ratio.............................  11.22%  16.38%      4.00%           6.00%
Tier 1 Leverage Ratio........................   5.96%  10.84%      4.00%           5.00%


  LIQUIDITY

     Liquidity is managed to preserve stable, reliable and cost-effective
sources of cash to meet all current and future financial obligations and is
provided by a variety of sources, including a portfolio of liquid assets, a
diversified mix of short- and long-term funding sources from the wholesale
financial markets and the ability to borrow through committed credit facilities.
The Holding Company is an active participant in the global financial markets
through which it obtains a significant amount of funding. These markets, which
serve as cost-effective sources of funds, are critical components of the Holding
Company's liquidity management. Decisions to access these markets are based upon
relative costs, prospective views of balance sheet growth and a targeted
liquidity profile. A disruption in the financial markets could limit the Holding
Company's access to liquidity.

     The Holding Company's ability to maintain regular access to competitively
priced wholesale funds is fostered by its current high credit ratings from the
major credit rating agencies. Management views its capital ratios, credit
quality, stable and diverse earnings streams, diversity of liquidity sources and
its liquidity monitoring procedures as critical to retaining high credit
ratings.

     Liquidity is monitored through the use of internal liquidity risk metrics,
including the composition and level of the liquid asset portfolio, timing
differences in short-term cash flow obligations, access to the financial markets
for capital and debt transactions and exposure to contingent draws on the
Holding Company's liquidity.

  LIQUIDITY SOURCES

     Dividends.  The primary source of the Holding Company's liquidity is
dividends it receives from its insurance subsidiaries. The Holding Company's
insurance subsidiaries are subject to regulatory restrictions on the payment of
dividends imposed by the regulators of their respective domiciles. The dividend
limitation for U.S. insurance subsidiaries is based on the surplus to
policyholders as of the immediately preceding calendar

                                        98


year and statutory net gain from operations for the immediately preceding
calendar year. Statutory accounting practices, as prescribed by insurance
regulators of various states in which the Company conducts business, differ in
certain respects from accounting principles used in financial statements
prepared in conformity with GAAP. The significant differences relate to the
treatment of DAC, certain deferred income taxes, required investment reserves,
reserve calculation assumptions, goodwill and surplus notes.

     The maximum amount of dividends which could be paid to the Holding Company
by Metropolitan Life, TIC, MPC and Metropolitan Tower Life Insurance Company
("MTL"), in 2005, without prior regulatory approval, was $880 million, $0
million, $187 million and $119 million, respectively. During the year ended
December 31, 2005, Metropolitan Life paid $880 million in ordinary dividends for
which prior insurance regulatory approval was not required and $2,320 million in
special dividends as approved by the New York Superintendent of Insurance. TIC
has not paid any dividends since its acquisition by the Holding Company and may
not make dividend payments for a two-year period following the date of
acquisition without regulatory approval. MPC paid $400 million in special
dividends, as approved by the Rhode Island Superintendent of Insurance, during
the year ended December 31, 2005. MTL paid $54 million in ordinary dividends for
which prior insurance regulatory approval was not required and $873 million in
special dividends as approved by the Delaware Superintendent of Insurance during
the year ended December 31, 2005. MetLife Mexico, S.A. paid dividends to the
Holding Company of $276 million during the year ended December 31, 2005. In
addition, various subsidiaries paid $19 million in total to the Holding Company
for the year ended December 31, 2005. The maximum amount of dividends which
Metropolitan Life, TIC, MPC and MTL may pay to the Holding Company in 2006
without prior regulatory approval is $863 million, $0 million, $178 million, and
$85 million, respectively. If paid before a specified date in 2006, some or all
of an otherwise ordinary dividend may be deemed special by the relevant
regulatory authority and require approval.

     Liquid Assets.  An integral part of the Holding Company's liquidity
management is the amount of liquid assets it holds. Liquid assets include cash,
cash equivalents, short-term investments and marketable fixed maturity
securities. At December 31, 2005 and 2004, the Holding Company had $668 million
and $2.1 billion in liquid assets, respectively.

     Global Funding Sources.  Liquidity is also provided by a variety of both
short-term and long-term instruments, commercial paper, medium- and long-term
debt, capital securities and stockholders' equity. The diversity of the Holding
Company's funding sources enhances funding flexibility and limits dependence on
any one source of funds and generally lowers the cost of funds. Other sources of
the Holding Company's liquidity include programs for short- and long-term
borrowing, as needed.

     At December 31, 2005 and 2004, the Holding Company had $961 million and $0
million in short-term debt outstanding, respectively. At December 31, 2005 and
2004, the Holding Company had $7.3 billion and $5.7 billion of unaffiliated
long-term debt outstanding, respectively. On December 30, 2005, the Holding
Company issued $286 million of affiliated long-term debt with an interest rate
of 5.24% maturing in 2015.

     On April 27, 2005, the Holding Company filed a shelf registration statement
(the "2005 Registration Statement") with the U.S. Securities and Exchange
Commission ("SEC"), covering $11 billion of securities. On May 27, 2005, the
2005 Registration Statement became effective, permitting the offer and sale,
from time to time, of a wide range of debt and equity securities. In addition to
the $11 billion of securities registered on the 2005 Registration Statement,
approximately $3.9 billion of registered but unissued securities remained
available for issuance by the Holding Company as of such date, from the $5.0
billion shelf registration statement filed with the SEC during the first quarter
of 2004, permitting the Holding Company to issue an aggregate of $14.9 billion
of registered securities. The terms of any offering will be established at the
time of the offering.

     During June 2005, in connection with the Company's acquisition of
Travelers, the Holding Company issued $2.0 billion of senior notes, $2.07
billion of common equity units and $2.1 billion of preferred stock under the
2005 Registration Statement. In addition, $0.7 billion of senior notes were sold
outside the United States in reliance upon Regulation S under the Securities Act
of 1933, as amended, a portion of which may be

                                        99


resold in the United States under the 2005 Registration Statement. Remaining
capacity under the 2005 Registration Statement after such issuances is $6.6
billion.

          Debt Issuances.  On June 23, 2005, the Holding Company issued in the
     United States public market $1,000 million aggregate principal amount of
     5.00% senior notes due June 15, 2015 at a discount of $2.7 million ($997.3
     million), and $1,000 million aggregate principal amount of 5.70% senior
     notes due June 15, 2035 at a discount of $2.4 million ($997.6 million).

          On June 29, 2005, the Holding Company issued 400 million pounds
     sterling ($729.2 million at issuance) aggregate principal amount of 5.25%
     senior notes due June 29, 2020 at a discount of 4.5 million pounds sterling
     ($8.1 million at issuance), for aggregate proceeds of 395.5 million pounds
     sterling ($721.1 million at issuance). The senior notes were initially
     offered and sold outside the United States in reliance upon Regulation S
     under the Securities Act of 1933, as amended.

     On December 30, 2005, the Holding Company issued $286 million of affiliated
long-term debt with an interest rate of 5.24% maturing in 2015.

          The following table summarizes the Holding Company's outstanding
     senior notes issuances:



                                                                         INTEREST
ISSUE DATE                                                PRINCIPAL(3)     RATE     MATURITY
- ----------                                                ------------   --------   --------
                                                                    (IN MILLIONS)
                                                                           
June 2005...............................................     $1,000        5.00%      2015
June 2005...............................................     $1,000        5.70%      2035
June 2005(1)............................................     $  688        5.25%      2020
December 2004(1)........................................     $  602        5.38%      2024
June 2004(2)............................................     $  350        5.50%      2014
June 2004(2)............................................     $  750        6.38%      2034
November 2003...........................................     $  500        5.00%      2013
November 2003...........................................     $  200        5.88%      2033
December 2002...........................................     $  400        5.38%      2012
December 2002...........................................     $  600        6.50%      2032
November 2001...........................................     $  500        5.25%      2006
November 2001...........................................     $  750        6.13%      2011


          (1) This amount represents the translation of pounds sterling into
     U.S. Dollars using the noon buying rate on December 30, 2005 of $1.7188 as
     announced by the Federal Reserve Bank of New York.

          (2) On July 23, 2004, the Holding Company reopened its June 3, 2004
     senior notes offering and increased the principal outstanding on the 5.50%
     notes due June 2014, from $200 million to $350 million and on the 6.38%
     notes due June 2034, from $400 million to $750 million.

          (3) This table excludes any premium or discount on the senior notes
     issuances.

          See also "-- Liquidity and Capital Resources -- The Holding
     Company -- Liquidity Sources -- Common Equity Units" for junior
     subordinated debt securities of $2,134 million issued in connection with
     issuance of common equity units.

          Debt Repayments.  The Holding Company repaid a $1,006 million, 3.911%
     senior note which matured on May 15, 2005.

          Preferred Stock.  On June 13, 2005, the Holding Company issued 24
     million shares of Floating Rate Non-Cumulative Preferred Stock, Series A
     (the "Series A preferred shares") with a $0.01 par value per share, and a
     liquidation preference of $25 per share for aggregate proceeds of $600
     million.

                                       100


          On June 16, 2005, the Holding Company issued 60 million shares of
     6.50% Non-Cumulative Preferred Stock, Series B (the "Series B preferred
     shares"), with a $0.01 par value per share, and a liquidation preference of
     $25 per share, for aggregate proceeds of $1.5 billion.

          The Series A and Series B preferred shares (the "Preferred Shares")
     rank senior to the common stock with respect to dividends and liquidation
     rights. Dividends on the Preferred Shares are not cumulative. Holders of
     the Preferred Shares will be entitled to receive dividend payments only
     when, as and if declared by the Holding Company's board of directors or a
     duly authorized committee of the board. If dividends are declared on the
     Series A preferred shares, they will be payable quarterly, in arrears, at
     an annual rate of the greater of (i) 1.00% above three-month LIBOR on the
     related LIBOR determination date; or (ii) 4.00%. Any dividends declared on
     the Series B preferred shares will be payable quarterly, in arrears, at an
     annual fixed rate of 6.50%. Accordingly, in the event that dividends are
     not declared on the Preferred Shares for payment on any dividend payment
     date, then those dividends will cease to accrue and be payable. If a
     dividend is not declared before the dividend payment date, the Holding
     Company has no obligation to pay dividends accrued for that dividend period
     whether or not dividends are declared and paid in future periods. No
     dividends may, however, be paid or declared on the Holding Company's common
     stock -- or any other securities ranking junior to the Preferred Shares --
     unless the full dividends for the latest completed dividend period on all
     Preferred Shares, and any parity stock, have been declared and paid or
     provided for.

          The Holding Company is prohibited from declaring dividends on the
     Preferred Shares if it fails to meet specified capital adequacy, net income
     and shareholders' equity levels. In addition, under Federal Reserve Board
     policy, the Holding Company may not be able to pay dividends if it does not
     earn sufficient operating income.

          The Preferred Shares do not have voting rights except in certain
     circumstances where the dividends have not been paid for an equivalent of
     six or more dividend payment periods whether or not those periods are
     consecutive. Under such circumstances, the holders of the Preferred Shares
     have certain voting rights with respect to members of the board of
     directors of the Holding Company.

          The Preferred Shares are not subject to any mandatory redemption,
     sinking fund, retirement fund, purchase fund or similar provisions. The
     Preferred Shares are redeemable, but not prior to September 15, 2010. On
     and after that date, subject to regulatory approval, the Preferred Shares
     will be redeemable at the Holding Company's option in whole or in part, at
     a redemption price of $25 per Preferred Share, plus declared and unpaid
     dividends.

        See "-- Liquidity and Capital Resources -- The Holding
     Company -- Liquidity Uses -- Dividends."

          Common Equity Units.  In connection with financing the acquisition of
     Travelers on July 1, 2005, the Company distributed and sold 82.8 million
     6.375% common equity units for $2,070 million in proceeds in a registered
     public offering on June 21, 2005. Each common equity unit has an initial
     stated amount of $25 per unit and consists of (i) a 1/80, or 1.25%
     ($12.50), undivided beneficial ownership interest in a series A trust
     preferred security of MetLife Capital Trust II ("Series A Trust"), with an
     initial liquidation amount of $1,000; (ii) a 1/80, or 1.25% ($12.50),
     undivided beneficial ownership interest in a series B trust preferred
     security of MetLife Capital Trust III ("Series B Trust" and, together with
     the Series A Trust, the "Trusts"), with an initial liquidation amount of
     $1,000; and (iii) a stock purchase contract under which the holder of the
     common equity unit will purchase and the Holding Company will sell, on each
     of the initial stock purchase date and the subsequent stock purchase date,
     a variable number of shares of the Holding Company's common stock, par
     value $0.01 per share, for a purchase price of $12.50.

          The Holding Company issued $1,067 million 4.82% Series A and $1,067
     million 4.91% Series B junior subordinated debt securities due no later
     than February 15, 2039 and February 15, 2040, respectively, for a total of
     $2,134 million, in exchange for $2,070 million in aggregate proceeds from
     the sale of the trust preferred securities by the Trusts and $64 million in
     trust common securities issued

                                       101


     equally by the Trusts. The common and preferred securities of the Trusts,
     totaling $2,134 million, represent undivided beneficial ownership interests
     in the assets of the Trusts, have no stated maturity and must be redeemed
     upon maturity of the corresponding series of junior subordinated debt
     securities -- the sole assets of the respective Trusts. The Series A and
     Series B Trusts will make quarterly distributions on the common and
     preferred securities at an annual rate of 4.82% and 4.91%, respectively.

          The Holding Company has directly guaranteed the repayment of the trust
     preferred securities to the holders thereof to the extent that there are
     funds available in the Trusts. The guarantee will remain in place until the
     full redemption of the trust preferred securities. The trust preferred
     securities held by the common equity unit holders are pledged to the
     Holding Company to collateralize the obligation of the common equity unit
     holders under the related stock purchase contracts. The common equity unit
     holder may substitute certain zero coupon treasury securities in place of
     the trust preferred securities as collateral under the stock purchase
     contract.

          The trust preferred securities have remarketing dates which correspond
     with the initial and subsequent stock purchase dates to provide the holders
     of the common equity units with the proceeds to exercise the stock purchase
     contracts. The initial stock purchase date is expected to be August 15,
     2008, but could be deferred for quarterly periods until February 15, 2009,
     and the subsequent stock purchase date is expected to be February 15, 2009,
     but could be deferred for quarterly periods until February 15, 2010. At the
     remarketing date, the remarketing agent will have the ability to reset the
     interest rate on the trust preferred securities to generate sufficient
     remarketing proceeds to satisfy the common equity unit holder's obligation
     under the stock purchase contract, subject to a reset cap for each of the
     first two attempted remarketings of each series. The interest rate on the
     supporting junior subordinated debt securities issued by the Holding
     Company will be reset at a commensurate rate. If the initial remarketing is
     unsuccessful, the remarketing agent will attempt to remarket the trust
     preferred securities, as necessary, in subsequent quarters through February
     15, 2009 for the Series A trust preferred securities and through February
     15, 2010 for the Series B trust preferred securities. The final attempt at
     remarketing will not be subject to the reset cap. If all remarketing
     attempts are unsuccessful, the Holding Company has the right, as a secured
     party, to apply the liquidation amount on the trust preferred securities to
     the common equity unit holders obligation under the stock purchase contract
     and to deliver to the common equity unit holder a junior subordinated debt
     security payable on August 15, 2010 at an annual rate of 4.82% and 4.91% on
     the Series A and Series B trust preferred securities, respectively, in
     payment of any accrued and unpaid distributions.

          Each stock purchase contract requires (i) the Holding Company to pay
     the holder of the common equity unit quarterly contract payments on the
     stock purchase contracts at the annual rate of 1.510% on the stated amount
     of $25 per stock purchase contract until the initial stock purchase date
     and at the annual rate of 1.465% on the remaining stated amount of $12.50
     per stock purchase contract thereafter; and (ii) the holder of the common
     equity unit to purchase, and the Holding Company to sell, for $12.50, on
     each of the initial stock purchase date and the subsequent stock purchase
     date, a number of newly issued or treasury shares of the Holding Company's
     common stock, par value $0.01 per share, equal to the applicable settlement
     rate. The settlement rate at the respective stock purchase date will be
     calculated based on the closing price of the common stock during a
     specified 20-day period immediately preceding the applicable stock purchase
     date. Accordingly, upon settlement in the aggregate, the Holding Company
     will receive proceeds of $2,070 million and issue between 39.0 million and
     47.8 million shares of common stock. The stock purchase contract may be
     exercised at the option of the holder at any time prior to the settlement
     date. However, upon early settlement, the holder will receive the minimum
     settlement rate.

     Credit Facilities.  The Holding Company maintains committed and unsecured
credit facilities aggregating $3.0 billion ($1.5 billion expiring in 2009, which
it shares with Metropolitan Life and MetLife Funding, and $1.5 billion expiring
in 2010, which it shares with MetLife Funding) as of December 31, 2005.
Borrowings under these facilities bear interest at varying rates as stated in
the agreements. These facilities are primarily used for general corporate
purposes and as back-up lines of credit for the borrowers' commercial paper
programs. At December 31, 2005, neither the Holding Company, Metropolitan Life
nor MetLife Funding had
                                       102


borrowed against these credit facilities. At December 31, 2005, $374 million of
the unsecured credit facilities were used in support of letters of credit issued
on behalf of the Company.

     Letters of Credit.  On July 1, 2005, in connection with the closing of the
acquisition of Travelers, the L/C Agreement entered into by TLARC and various
institutional lenders on April 25, 2005 became effective. Under the L/C
Agreement, the Holding Company agreed to unconditionally guarantee reimbursement
obligations of TLARC with respect to reinsurance letters of credit issued
pursuant to the L/C Agreement and replaced Citigroup Insurance Holding Company
as guarantor upon closing of the Travelers acquisition. The L/C Agreement
expires five years after the closing of the acquisition. Also during 2005,
Exeter entered into three ten-year letter of credit and reimbursement agreements
totaling $800 million with an institutional lender, and the Holding Company and
Exeter entered into a $500 million ten-year letter of credit and reimbursement
agreement with another institutional lender. The following table provides
details on the capacity and outstanding balances of such committed facilities as
of December 31, 2005:



                                                                          LETTER OF
                                                                           CREDIT         UNUSED
              ACCOUNT PARTY                   EXPIRATION     CAPACITY     ISSUANCES     COMMITMENTS
- ------------------------------------------  --------------   --------   -------------   -----------
                                                                        (IN MILLIONS)
                                                                            
The Travelers Life and Annuity Reinsurance
  Company.................................  July 2010         $2,000       $1,930          $ 70
Exeter Reassurance Company Ltd. ..........  March 2015           225          225            --
Exeter Reassurance Company Ltd. ..........  June 2015            250          250            --
Exeter Reassurance Company Ltd. ..........  September 2015       325           --           325
Exeter Reassurance Company Ltd. and
  MetLife, Inc. ..........................  December 2015        500          280           220
                                                              ------       ------          ----
Total.....................................                    $3,300       $2,685          $615
                                                              ======       ======          ====


- ---------------

Note: The Holding Company is a guarantor under the first four agreements and a
      party to the fifth agreement above.

     At December 31, 2005 and 2004, the Holding Company had $190 million and
$369 million, respectively, in outstanding letters of credit from various banks,
all of which automatically renew for one year periods. Since commitments
associated with letters of credit and financing arrangements may expire unused,
these amounts do not necessarily reflect the Holding Company's actual future
cash funding requirements.

  LIQUIDITY USES

     The primary uses of liquidity of the Holding Company include service on
debt, cash dividends on common and preferred stock, capital contributions to
subsidiaries, payment of general operating expenses, acquisitions and the
repurchase of the Holding Company's common stock.

     Dividends.  On November 15, 2005, the Holding Company's board of directors
declared dividends of $0.3077569 per share, for a total of $8 million, on the
Series A preferred shares, and $0.4062500 per share, for a total of $24 million,
on the Series B preferred shares. Both dividends were paid on December 15, 2005
to shareholders of record as of November 30, 2005.

     On October 25, 2005, the Holding Company's board of directors approved an
annual dividend for 2005 of $0.52 per share of common stock, for a total of $394
million, payable on December 15, 2005 to common shareholders of record on
November 7, 2005. The 2005 common stock dividend represents a 13% increase from
the 2004 annual common stock dividend of $0.46 per share. Future common stock
dividend decisions will be determined by the Holding Company's board of
directors after taking into consideration factors such as the Company's current
earnings, expected medium- and long-term earnings, financial condition,
regulatory capital position, and applicable governmental regulations and
policies. Furthermore, the payment of dividends and other distributions to the
Holding Company by its insurance subsidiaries is regulated by insurance laws and
regulations. See "-- Liquidity and Capital Resources -- The Holding Company
 -- Liquidity Sources -- Dividends."

                                       103


     On August 22, 2005, the Holding Company's board of directors declared
dividends of $0.286569 per share, for a total of $7 million, on the Series A
preferred shares, and $0.4017361 per share, for a total of $24 million, on the
Series B preferred shares. Both dividends were paid on September 15, 2005 to
shareholders of record as of August 31, 2005.

     See "-- Subsequent Events."

     Affiliated Transactions.  During the years ended December 31, 2005 and
2004, the Holding Company invested an aggregate of $904 million and $761 million
in various subsidiaries, respectively.

     On December 12, 2005, RGA repurchased 1.6 million shares of its outstanding
common stock at an aggregate price of approximately $76 million under an
accelerated share repurchase agreement with a major bank. The bank borrowed the
stock sold to RGA from third parties and is purchasing the shares in the open
market over the subsequent few months to return to the lenders. RGA will either
pay or receive an amount based on the actual amount paid by the bank to purchase
the shares. These repurchases resulted in an increase in the Company's ownership
percentage of RGA to approximately to 53% at December 31, 2005 from
approximately 52% at December 31, 2004. In February 2006, the final purchase
price was determined resulting in a cash settlement substantially equal to the
aggregate cost. RGA recorded the initial repurchase of shares as treasury stock
and recorded the amount received as an adjustment to the cost of the treasury
stock.

     The Holding Company lends funds, as necessary, to its affiliates, some of
which are regulated, to meet their capital requirements. Such loans to
affiliates consisted of the following at December 31, 2005 and 2004:



                                                                             DECEMBER 31,
                                           INTEREST                          -------------
AFFILIATE                                    RATE        MATURITY DATE        2005    2004
- ---------                                  --------   --------------------   ------   ----
                                                                             (IN MILLIONS)
                                                                          
Metropolitan Life........................    7.13%    December 15, 2032      $  400   $400
Metropolitan Life........................    7.13%    January 15, 2033          100    100
Metropolitan Life........................    5.00%    December 31, 2007         800     --
MetLife Investors USA Insurance
  Company................................    7.35%    April 1, 2035             400     --
                                                                             ------   ----
Total....................................                                    $1,700   $500
                                                                             ======   ====


     Share Repurchase.  On October 26, 2004, the Holding Company's Board of
Directors authorized a $1 billion common stock repurchase program. Under this
authorization, the Holding Company may purchase its common stock from the
MetLife Policyholder Trust, in the open market and in privately negotiated
transactions.

     On December 16, 2004, the Holding Company repurchased 7,281,553 shares of
its outstanding common stock at an aggregate cost of $300 million under an
accelerated common stock repurchase agreement with a major bank. The bank
borrowed the stock sold to the Holding Company from third parties and purchased
the common stock in the open market to return to such third parties. In April
2005, the Holding Company received a cash adjustment of approximately $7 million
based on the actual amount paid by the bank to purchase the common stock, for a
final purchase price of approximately $293 million. The Holding Company recorded
the shares initially repurchased as treasury stock and recorded the amount
received as an adjustment to the cost of the treasury stock.

     At December 31, 2005, the Holding Company had approximately $716 million
remaining on its October 26, 2004 common stock repurchase program. As a result
of the acquisition of Travelers, the Holding Company has suspended its common
stock repurchase activity. Future common stock repurchases will be dependent
upon several factors, including the Company's capital position, its financial
strength and credit ratings, general market conditions and the price of the
Holding Company's common stock.

                                       104


     The following table summarizes the 2004 and 2003 common stock repurchase
activity of the Holding Company, which includes the accelerated common stock
repurchase activity in the fourth quarter of 2004:



                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2004          2003
                                                              -----------   ----------
                                                               (DOLLARS IN MILLIONS)
                                                                      
Shares Repurchased.........................................    26,373,952    2,997,200
Cost.......................................................   $     1,000   $       97


     Support Agreements.  The Holding Company has net worth maintenance
agreements with three of its insurance subsidiaries, MetLife Investors, First
MetLife Investors Insurance Company and MetLife Investors Insurance Company of
California. Under these agreements, as subsequently amended, the Holding Company
agreed, without limitation as to the amount, to cause each of these subsidiaries
to have a minimum capital and surplus of $10 million, total adjusted capital at
a level not less than 150% of the company action level RBC, as defined by state
insurance statutes, and liquidity necessary to enable it to meet its current
obligations on a timely basis. At December 31, 2005, the capital and surplus of
each of these subsidiaries was in excess of the minimum capital and surplus
amounts referenced above, and their total adjusted capital was in excess of the
most recent referenced RBC-based amount calculated at December 31, 2005.

     In connection with the acquisition of Travelers, support agreements
regarding certain subsidiaries of the Holding Company were provided to various
insurance regulators. The Holding Company committed to the Delaware Department
of Insurance, in the event that at December 31, 2005 the total adjusted capital
of MTL, a Delaware subsidiary of the Holding Company, is below 250% of the
company action level RBC, the Holding Company would make a capital contribution
to MTL in an amount that would make up for such shortfall. Pursuant to this
commitment, during 2005, the Holding Company made a capital contribution of $50
million to MTL. At December 31, 2005, MTL's company action level was in excess
of 250%. The Holding Company also committed to the South Carolina Department of
Insurance to take necessary action to maintain the minimum capital and surplus
of The Travelers Life and Annuity Reinsurance Company, a South Carolina
subsidiary of the Holding Company, at the greater of $250,000 or 10% of net loss
reserves (loss reserves less deferred acquisition costs).

     Based on management's analysis and comparison of its current and future
cash inflows from the dividends it receives from subsidiaries, including
Metropolitan Life, that are permitted to be paid without prior insurance
regulatory approval, its portfolio of liquid assets, anticipated securities
issuances and other anticipated cash flows, management believes there will be
sufficient liquidity to enable the Holding Company to make payments on debt,
make cash dividend payments on its common and preferred stock, contribute
capital to its subsidiaries, pay all operating expenses, and meet its cash
needs.

SUBSEQUENT EVENTS

     On February 21, 2006, the Holding Company's board of directors declared
dividends of $0.3432031 per share, for a total of $9 million, on its Series A
preferred shares, and $0.4062500 per share, for a total of $24 million, on its
Series B preferred shares, subject to the final confirmation that it has met the
financial tests specified in the Series A and Series B preferred shares, which
the Holding Company anticipates will be made on or about March 5, 2006, the
earliest date permitted in accordance with the terms of the securities. Both
dividends will be payable March 15, 2006 to shareholders of record as of
February 28, 2006.

OFF-BALANCE SHEET ARRANGEMENTS

  COMMITMENTS TO FUND PARTNERSHIP INVESTMENTS

     The Company makes commitments to fund partnership investments in the normal
course of business for the purpose of enhancing the Company's total return on
its investment portfolio. The amounts of these unfunded commitments were $2,684
million and $1,324 million at December 31, 2005 and 2004, respectively. The
Company anticipates that these amounts will be invested in partnerships over the
next five years. There are no other obligations or liabilities arising from such
arrangements that are reasonably likely to become material.

                                       105


  MORTGAGE LOAN COMMITMENTS

     The Company commits to lend funds under mortgage loan commitments. The
amounts of these mortgage loan commitments were $2,974 million and $1,189
million at December 31, 2005 and 2004, respectively. The purpose of these loans
is to enhance the Company's total return on its investment portfolio. There are
no other obligations or liabilities arising from such arrangements that are
reasonably likely to become material.

  LEASE COMMITMENTS

     The Company, as lessee, has entered into various lease and sublease
agreements for office space, data processing and other equipment. The Company's
commitments under such lease agreements are included within the contractual
obligations table. See "-- Liquidity and Capital Resources -- The Company --
Liquidity Uses."

  CREDIT FACILITIES AND LETTER OF CREDIT

     The Company maintains committed and unsecured credit facilities and letters
of credit with various financial institutions. See "-- Liquidity and Capital
Resources -- The Company -- Liquidity Sources -- Credit Facilities
and -- Letters of Credit" for further description of such arrangements.

  SHARE-BASED ARRANGEMENTS

     In connection with the issuance of the common equity units, the Holding
Company has issued forward stock purchase contracts under which the Company will
issue, in 2008 and 2009, between 39.0 and 47.8 million shares, depending upon
whether the share price is greater than $43.45 and less than $53.10. See
"-- Liquidity and Capital Resources -- The Holding Company -- Liquidity
Sources -- Common Equity Units" for further description of such arrangements.

  GUARANTEES

     In the course of its business, the Company has provided certain
indemnities, guarantees and commitments to third parties pursuant to which it
may be required to make payments now or in the future. In the context of
acquisition, disposition, investment and other transactions, the Company has
provided indemnities and guarantees, including those related to tax,
environmental and other specific liabilities, and other indemnities and
guarantees that are triggered by, among other things, breaches of
representations, warranties or covenants provided by the Company. In addition,
in the normal course of business, the Company provides indemnifications to
counterparties in contracts with triggers similar to the foregoing, as well as
for certain other liabilities, such as third party lawsuits. These obligations
are often subject to time limitations that vary in duration, including
contractual limitations and those that arise by operation of law, such as
applicable statutes of limitation. In some cases, the maximum potential
obligation under the indemnities and guarantees is subject to a contractual
limitation ranging from less than $1 million to $2 billion, with a cumulative
maximum of $5.2 billion, while in other cases such limitations are not specified
or applicable. Since certain of these obligations are not subject to
limitations, the Company does not believe that it is possible to determine the
maximum potential amount due under these guarantees in the future.

     In addition, the Company indemnifies its directors and officers as provided
in its charters and by-laws. Also, the Company indemnifies other of its agents
for liabilities incurred as a result of their representation of the Company's
interests. Since these indemnities are generally not subject to limitation with
respect to duration or amount, the Company does not believe that it is possible
to determine the maximum potential amount due under these indemnities in the
future.

     The Company has also guaranteed minimum investment returns on certain
international retirement funds in accordance with local laws. Since these
guarantees are not subject to limitation with respect to duration or amount, the
Company does not believe that it is possible to determine the maximum potential
amount due under these guarantees in the future.

                                       106


     In the first quarter of 2005, the Company recorded a liability of $4
million with respect to indemnities provided in connection with a certain
disposition. The approximate term for this liability is 18 months. The maximum
potential amount of future payments the Company could be required to pay under
these indemnities is approximately $500 million. Due to the uncertainty in
assessing changes to the liability over the term, the liability on the Company's
consolidated balance sheet will remain until either expiration or settlement of
the guarantee unless evidence clearly indicates that the estimates should be
revised. In the third quarter of 2005, the Company released $6 million of a
liability due to the expiration of indemnities provided in a prior year
disposition. The Company's recorded liabilities at December 31, 2005 and 2004
for indemnities, guarantees and commitments were $9 million and $10 million,
respectively.

     In connection with RSATs, the Company writes credit default swap
obligations requiring payment of principal due in exchange for the reference
credit obligation, depending on the nature or occurrence of specified credit
events for the referenced entities. In the event of a specified credit event,
the Company's maximum amount at risk, assuming the value of the referenced
credits becomes worthless, is $593 million at December 31, 2005. The credit
default swaps expire at various times during the next six years.

  OTHER COMMITMENTS

     TIC is a member of the Federal Home Loan Bank of Boston (the "FHLB of
Boston") and has entered into several funding agreements with the FHLB of Boston
whereby TIC has issued such funding agreements in exchange for cash and for
which the FHLB of Boston has been granted a blanket lien on TIC's residential
mortgages and mortgage-backed securities to collateralize TIC's obligations
under the funding agreements. TIC maintains control over these pledged assets,
and may use, commingle, encumber or dispose of any portion of the collateral as
long as there is no event of default and the remaining qualified collateral is
sufficient to satisfy the collateral maintenance level. The funding agreements
and the related security agreement represented by this blanket lien, provide
that upon any event of default by TIC, the FHLB of Boston's recovery is limited
to the amount of TIC's liability under the outstanding funding agreements. The
amount of the Company's liability for funding agreements with the Bank as of
December 31, 2005 is $1.1 billion, which is included in policyholder account
balances.

  COLLATERAL FOR SECURITIES LENDING

     The Company has noncash collateral for securities lending on deposits from
customers, which cannot be sold or re-pledged, and which has not been recorded
on its consolidated balance sheets. The amount of this collateral was $207
million and $17 million at December 31, 2005 and 2004, respectively.

PENSIONS AND POSTRETIREMENT BENEFIT PLANS

  DESCRIPTION OF PLANS

  Plan Description Overview

     Subsidiaries of the Company (the "Subsidiaries") sponsor and/or administer
various qualified and non-qualified defined benefit pension plans and
postretirement employee benefit plans covering employees and sales
representatives who meet specified eligibility requirements.

     Virtually all of the Subsidiaries' obligations under the defined benefit
pension plans relate to traditional defined benefit obligations. Effective
January 1, 1994, the basic plan benefit under the traditional defined benefit
pension plan was amended to provide an annual benefit based upon a participant's
final five year average earnings and credited years of service integrated with
social security benefits.

     Effective January 1, 2003 the pension plan was amended to incorporate a new
benefit formula for employees hired on or after January 1, 2002 and those
existing employees who elected to have new accruals after December 31, 2002
determined under the new formula. Under the new benefit formula, amounts are
credited to individual participants' "hypothetical" accounts. Such plan
accumulations are commonly referred to as cash balance plans. Eligible
participants accounts are credited monthly for benefits equal to five percent of
eligible monthly pay, and an additional five percent on the excess eligible
monthly pay over the current
                                       107


social security wage base. Participants are also credited interest each month
based on the average annual rate of interest on 30-year U.S. Treasury securities
as published by the IRS in November of the prior year.

     Postretirement benefits consist primarily of healthcare and life insurance
benefits. Employees of the Subsidiaries who were hired prior to 2003 (or, in
certain cases, rehired during or after 2003) and meet age and service criteria
while working for a covered subsidiary, may become eligible for these
postretirement benefits, at various levels, in accordance with the applicable
plans. Employees hired after 2003 are not eligible for postretirement benefits.

  Financial Summary

     A summary of the plan obligations and plan assets for the pension and
postretirement benefit plans for the years ended December 31, 2005 and 2004 are
presented below. A December 31 measurement date is used for all the
Subsidiaries' defined benefit pension and other postretirement benefit plans. As
described more fully in the discussion of plan assets which follows, the
Subsidiaries have issued group annuity and life insurance contracts supporting
98% of all pension and postretirement benefit plan assets.

     The benefit obligations and funded status of the Company's defined benefit
pension and postretirement benefit plans are as follows:



                                                                DECEMBER 31,
                                                    ------------------------------------
                                                                         POSTRETIREMENT
                                                    PENSION BENEFITS        BENEFITS
                                                    -----------------   ----------------
                                                     2005      2004      2005      2004
                                                    -------   -------   -------   ------
                                                               (IN MILLIONS)
                                                                      
Projected benefit obligation at end of year.......  $5,766    $5,523    $ 2,176   $1,975
Fair value of plan assets at end of year..........   5,518     5,392      1,093    1,062
                                                    ------    ------    -------   ------
Underfunded.......................................  $ (248)   $ (131)   $(1,083)  $ (913)
Unrecognized net asset at transition..............      --         1          1       --
Unrecognized net actuarial losses.................   1,528     1,510        377      199
Unrecognized prior service cost...................      54        67       (122)    (165)
                                                    ------    ------    -------   ------
Prepaid (accrued) benefit cost....................  $1,334    $1,447    $  (827)  $ (879)
                                                    ======    ======    =======   ======
Qualified plan prepaid pension cost...............  $1,691    $1,782    $    --   $   --
Non-qualified plan accrued pension cost...........    (435)     (478)      (827)    (879)
Intangible assets.................................      12        13         --       --
Accumulated other comprehensive loss..............      66       130         --       --
                                                    ------    ------    -------   ------
Prepaid (accrued) benefit cost....................  $1,334    $1,447    $  (827)  $ (879)
                                                    ======    ======    =======   ======


     The prepaid (accrued) benefit cost for pension benefits presented in the
above table consists of prepaid benefit costs of $1,696 million and $1,785
million as of December 31, 2005 and 2004, respectively, and accrued benefit
costs of $362 million and $338 million as of December 31, 2005 and 2004,
respectively.

     The aggregate projected benefit obligation and aggregate fair value of plan
assets for the pension plans were as follows:



                                                       NON-QUALIFIED
                                     QUALIFIED PLAN        PLAN             TOTAL
                                     ---------------   -------------   ---------------
                                      2005     2004    2005    2004     2005     2004
                                     ------   ------   -----   -----   ------   ------
                                                       (IN MILLIONS)
                                                              
Aggregate fair value of plan assets
  (principally Company
  contracts).......................  $5,518   $5,392   $  --   $  --   $5,518   $5,392
Aggregate projected benefit
  obligation.......................   5,258    4,999     508     524    5,766    5,523
                                     ------   ------   -----   -----   ------   ------
Over (under) funded................  $  260   $  393   $(508)  $(524)  $ (248)  $ (131)
                                     ======   ======   =====   =====   ======   ======


                                       108


     The accumulated benefit obligation for all defined benefit pension plans
was $5,349 million and $5,149 million at December 31, 2005 and 2004,
respectively.

     Information for pension plans with an accumulated benefit obligation in
excess of plan assets:



                                                              DECEMBER 31,
                                                              -------------
                                                              2005    2004
                                                              -----   -----
                                                              (IN MILLIONS)
                                                                
Projected benefit obligation................................  $538    $550
Accumulated benefit obligation..............................  $449    $482
Fair value of plan assets...................................  $ 19    $ 17


     Information for pension and other postretirement plans with a projected
benefit obligation in excess of plan assets:



                                                                DECEMBER 31,
                                                        -----------------------------
                                                          PENSION     POSTRETIREMENT
                                                         BENEFITS        BENEFITS
                                                        -----------   ---------------
                                                        2005   2004    2005     2004
                                                        ----   ----   ------   ------
                                                                (IN MILLIONS)
                                                                   
Projected benefit obligation..........................  $538   $550   $2,176   $1,975
Fair value of plan assets.............................  $ 19   $ 17   $1,093   $1,062


  PENSION AND POSTRETIREMENT BENEFIT PLAN OBLIGATIONS

  Pension Plan Obligations

     Statement of Financial Accounting Standards ("SFAS") No. 87, Employers'
Accounting for Pensions ("SFAS 87") establishes the accounting for pension plan
obligations. Under SFAS 87, the projected pension benefit obligation ("PBO") is
defined as the actuarially calculated present value of vested and non vested
pension benefits accrued based on future salary levels. The accumulated pension
benefit obligation ("ABO") is the actuarial present value of vested and
non-vested pension benefits accrued based on current salary levels. The PBO and
ABO of the pension plans are set forth in the preceding section.

     Obligations, both PBO and ABO, of the defined benefit pension plans are
determined using a variety of actuarial assumptions, from which actual results
may vary. Some of the more significant of these assumptions include the discount
rate used to determine the present value of future benefit payments, the
expected rate of compensation increases and average expected retirement age.

     Assumptions used in determining pension plan obligations were as follows:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2005      2004
                                                              -------   -------
                                                                  
Weighted average discount rate..............................     5.82%     5.87%
Rate of compensation increase...............................   3% - 8%   3% - 8%
Average expected retirement age.............................       61        61


     The discount rate is determined annually based on the yield, measured on a
yield to worst basis, of a hypothetical portfolio constructed of high-quality
debt instruments available on the valuation date, which would provide the
necessary future cash flows to pay the aggregate projected pension benefit
obligation when due. The yield of this hypothetical portfolio, constructed of
bonds rated AA or better by Moody's resulted in a discount rate of approximately
5.82% and 5.87% for the defined pension plans as of December 31, 2005 and 2004,
respectively.

     A decrease (increase) in the discount rate increases (decreases) the
pension benefit obligation. This increase is amortized into earnings as an
actuarial loss (gain). Based on the December 31, 2005 PBO, a 25 basis point
decrease (increase) in the discount rate would result in an increase (decrease)
in the PBO of approximately $175 million.

                                       109


     Changes in discount rates are amortized into earnings as actuarial gains
and losses. At the end of 2005, total unrecognized actuarial losses were $1,528
million, as compared to $1,510 million in 2004. The majority of the unrecognized
actuarial losses are due to declining discount rates in recent years. These
losses will be amortized on a straight-line basis over the average remaining
service period of active employees expected to receive benefits under the
benefit plans. At the end of 2005, the average remaining service period of
active employees was 8.3 years for the pension plans.

     As the benefits provided under the defined pension plans are calculated as
a percentage of future earnings, an assumption of future compensation increases
is required to determine the projected benefit obligation. These rates are
derived through periodic analysis of historical demographic data conducted by an
independent actuarial firm. The last review of such data was conducted using
salary information through 2003 and the Subsidiaries believe that no
circumstances have since occurred that would result in a material change to
these rates.

     SFAS 87 also requires the recognition of an additional minimum liability
and an intangible asset (limited to unrecognized prior service cost) if the
market value of pension plan assets is less than the ABO at the measurement
date. The Subsidiaries' additional minimum liability was $78 million, and the
intangible asset was $12 million, at December 31, 2005. The excess of the
additional minimum liability over the intangible asset, of $66 million is
recorded, net of income taxes, as a reduction of accumulated other comprehensive
income.

Postretirement Benefit Plan Obligations

     SFAS No. 106, Employers Accounting for Postretirement Benefits Other than
Pensions ("SFAS 106"), establishes the accounting for expected postretirement
plan benefit obligations ("EPBO") which represents the actuarial present value
of all postretirement benefits expected to be paid after retirement to employees
and their dependents. Unlike for pensions, the EPBO is not recorded in the
financial statements but is used in measuring the periodic expense. The
accumulated postretirement plan benefit obligations ("APBO") represents the
actuarial present value of future postretirement benefits attributed to employee
services rendered through a particular date. The APBO is recorded in the
financial statements.

     The APBO is determined using a variety of actuarial assumptions, from which
actual results may vary. Some of the more significant of these assumptions
include the discount rate, the health care cost trend rate and the average
expected retirement age. The determination of the discount rate and the average
expected retirement age are substantially consistent with the determination
described previously under the pension plan.

     The assumed health care cost trend rates used in measuring the accumulated
other postretirement benefit obligation were as follows:



                                                       DECEMBER 31,
                                     -------------------------------------------------
                                               2005                      2004
                                     ------------------------   ----------------------
                                                          
Pre-Medicare eligible claims.......  9.5% down to 5% in 2014    8% down to 5% in 2010
Medicare eligible claims...........  11.5% down to 5% in 2018   10% down to 5% in 2014


     Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:



                                                              ONE PERCENT   ONE PERCENT
                                                               INCREASE      DECREASE
                                                              -----------   -----------
                                                                    (IN MILLIONS)
                                                                      
Effect on total of service and interest cost components.....     $ 15          $ (12)
Effect of accumulated postretirement benefit obligation.....     $182          $(153)


     A decrease (increase) in the discount rate increases (decreases) the
accumulated postretirement benefit obligation. This increase is amortized into
earnings as an actuarial loss (gain). Based on the December 31,

                                       110


2005 APBO, a 25 basis point decrease (increase) in the discount rate would
result in an increase (decrease) in the APBO of approximately $65 million.

     Changes in discount rates are amortized into earnings as actuarial gains
and losses. At the end of 2005, total unrecognized actuarial losses were $377
million, as compared to $199 million in 2004. The majority of the unrecognized
actuarial losses are due to declining discount rates, an increase in expected
health care inflation and changes in demographic assumptions. These losses will
be amortized on a straight-line basis over the average remaining service period
of active employees expected to receive benefits under the postretirement
benefit plans. At the end of 2005, the average remaining service period of
active employees was 10.1 years for the postretirement benefit plans.

     The Company expects to receive subsidies on prescription drug benefits
beginning in 2006 under the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Prescription Drug Act"). The other
postretirement benefit plan accumulated benefit obligation was remeasured
effective July 1, 2004 in order to determine the effect of the expected
subsidies on net periodic postretirement benefit cost. As a result, the
accumulated postretirement benefit obligation was reduced by $213 million at
July 1, 2004 and net periodic postretirement benefit cost from July 1, 2004
through December 31, 2004 was reduced by $17 million. The reduction of net
periodic benefit cost was due to reductions in service cost of $3 million,
interest cost of $6 million, and amortization of prior actuarial loss of $8
million.

     The reduction in the accumulated postretirement benefit obligation related
to the Prescription Drug Act was $298 million and $230 million as of December
31, 2005 and 2004, respectively. For the year ended December 31, 2005, the
reduction of net periodic postretirement benefit cost was $45 million, which was
due to reductions in service cost of $6 million, interest cost of $16 million
and amortization of prior actuarial loss of $23 million. An additional $23
million reduction in the December 31, 2005 accumulated postretirement benefit
plan obligation is the result of an acturial loss recognized during the year
resulting from updated assumptions including a January 1, 2005 participant
census and new claims cost experience and the effect of a December 31, 2005
change in the discount rate.

  PENSION AND POSTRETIREMENT NET PERIODIC BENEFIT COST

     Pension Cost

     Net periodic pension cost is comprised of the following:

     1) Service Cost -- Service cost is the increase in the projected pension
        benefit obligation resulting from benefits payable to employees of the
        Subsidiaries on service rendered during the current year.

     2) Interest Cost on the Liability -- Interest cost is the time value
        adjustment on the projected pension benefit obligation at the end of
        each year.

     3) Expected Return on Plan Assets -- Expected return on plan assets is the
        assumed return earned by the accumulated pension fund assets in a
        particular year.

     4) Amortization of Unrecognized Prior Service Cost -- This cost relates to
        the increase or decrease to pension benefit cost for service provided in
        prior years due to amendments in plans or initiation of new plans. As
        the economic benefits of these costs are realized in the future periods
        these costs are amortized to pension expense over the expected service
        years of the employees.

     5) Amortization of Actuarial Loss -- The amortization of actuarial loss
        comprises of differences between the actual experience and the expected
        experience on pension plan assets or projected benefit obligation at the
        end of each year and the amortization of the unrecognized net gain or
        loss from prior periods.

                                       111


     The Subsidiaries recognized pension expense of $146 million in 2005 as
compared to $129 million in 2004 and $214 million in 2003. The major components
of net periodic pension cost described above are as follows:



                                                                PENSION BENEFITS
                                                              ---------------------
                                                              2005    2004    2003
                                                              -----   -----   -----
                                                                  (IN MILLIONS)
                                                                     
Service cost................................................  $ 142   $ 129   $ 123
Interest cost...............................................    318     311     314
Expected return on plan assets..............................   (446)   (428)   (335)
Amortization of prior actuarial losses......................    116     101      86
Amortization of prior service cost..........................     16      16      16
Curtailment cost............................................     --      --      10
                                                              -----   -----   -----
Net periodic benefit cost...................................  $ 146   $ 129   $ 214
                                                              =====   =====   =====


     The increase in expense was primarily a result of both increase in service
cost and amortization of actuarial losses resulting largely from a declining
discount rate, partially offset by the impact of an increase in the expected
rates of return on plan assets.

     The weighted average discount rate used to calculate the net periodic
pension cost was 5.83%, 6.10% and 6.74% for the years ended December 31, 2005,
2004 and 2003, respectively.

     The expected rate of return on pension plan assets used to calculate the
net periodic pension cost for the years ended December 31, 2005, 2004 and 2003
was 8.50%, 8.50% and 8.51%, respectively. The expected rate of return on plan
assets is based on anticipated performance of the various asset sectors in which
the plan invests, weighted by target allocation percentages. Anticipated future
performance is based on long-term historical returns of the plan assets by
sector, adjusted for the Subsidiaries' long-term expectations on the performance
of the markets. While the precise expected return derived using this approach
will fluctuate from year to year, the Subsidiaries' policy is to hold this
long-term assumption constant as long as it remains within reasonable tolerance
from the derived rate. The actual net return on the investments has been an
approximation of the estimated return for the pension plan in 2005, 2004 and
2003. Due to anticipated changes in asset allocations, the expected rate of
return will be lowered to 8.25% for purposes of determining 2006 net periodic
pension benefit cost.

     Based on the December 31, 2005 asset balances, a 25 basis point increase
(decrease) in the expected rate of return on plan assets would result in a
decrease (increase) in net periodic benefit cost of approximately $14 million
for the pension plans.

     Postretirement Benefit Cost

     The net periodic postretirement benefit cost benefit consists of the
following:

     1) Service Cost -- Service cost is the increase in the projected
        postretirement benefit obligation resulting from benefits payable to
        employees of the Subsidiaries on service rendered during the current
        year.

     2) Interest Cost on the Liability -- Interest cost is the time value
        adjustment on the projected postretirement benefit obligation at the end
        of each year.

     3) Expected Return on Plan Assets -- Expected return on plan assets is the
        assumed return earned by the accumulated postretirement fund assets in a
        particular year.

     4) Amortization of Unrecognized Prior Service Cost -- This cost relates to
        the increase or decrease to postretirement benefit cost for service
        provided in prior years due to amendments in plans or initiation of new
        plans. As the economic benefits of these costs are realized in the
        future periods these costs are amortized to postretirement benefit
        expense over the expected service years of the employees.

                                       112


     5) Amortization of Actuarial Loss -- The amortization of actuarial loss
        comprises of differences between the actual experience and the expected
        experience on postretirement benefit plan assets or expected
        postretirement plan benefit obligation at the end of each year and the
        amortization of the unrecognized net gain or loss from prior periods.

     The Subsidiaries recognized postretirement benefit expense of $77 million
in 2005 as compared to $62 million in 2004 and $81 million in 2003. The major
components of net periodic postretirement benefit cost described above are as
follows:



                                                              POSTRETIREMENT BENEFITS
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                   (IN MILLIONS)
                                                                       
Service cost................................................  $  37    $  32    $  39
Interest cost...............................................    121      119      123
Expected return on plan assets..............................    (79)     (77)     (72)
Amortization of prior actuarial losses......................     15        7        8
Amortization of prior service cost..........................    (17)     (19)     (20)
Curtailment cost............................................     --       --        3
                                                              -----    -----    -----
Net periodic benefit cost...................................  $  77    $  62    $  81
                                                              =====    =====    =====


     The increase in expense was primarily a result of both increase in service
cost and amortization of actuarial losses resulting largely from a declining
discount rate, partially offset by the impact of an increase in the expected
rates of return on plan assets.

     The weighted average discount rate used to calculate the net periodic
pension cost was 5.98%, 6.20% and 6.82% for the years ended December 31, 2005,
2004 and 2003, respectively.

     The expected rate of return on plan assets used to calculate the net
postretirement benefit cost for the years ended December 31, 2005, 2004 and 2003
was 7.51%, 7.91% and 7.79%. The expected rate of return on plan assets is based
on anticipated performance of the various asset sectors in which the plan
invests, weighted by target allocation percentages. Anticipated future
performance is based on long-term historical returns of the plan assets by
sector, adjusted for the Subsidiaries' long-term expectations on the performance
of the markets. While the precise expected return derived using this approach
will fluctuate from year to year, the Subsidiaries' policy is to hold this
long-term assumption constant as long as it remains within reasonable tolerance
from the derived rate. The actual net return on the investments has been an
approximation of the estimated return for the postretirement plans in 2005, 2004
and 2003. Due to anticipated changes in asset allocations, the expected rate of
return will be lowered to 8.25% for healthcare benefits and is estimated to
remain the same at 6.25% for life benefits.

     Based on the December 31, 2005 asset balances, a 25 basis point increase
(decrease) in the expected rate of return on plan assets would result in a
decrease (increase) in net periodic benefit cost of approximately $3 million for
the postretirement plans.

  PENSION AND POSTRETIREMENT BENEFIT PLAN ASSETS

Pension Plan Assets

     Assets of the pension plans are invested within group annuity and life
insurance contracts issued by the Subsidiaries. The majority of assets are held
in separate accounts established by the Subsidiaries. The account values of
assets held with the Subsidiaries were $5,432 million and $5,324 million as of
December 31, 2005 and 2004, respectively. The terms of these contracts are
consistent in all material respects with what the Subsidiaries offer to
unaffiliated parties who are similarly situated.

     The pension plan's net assets invested in separate accounts are stated at
the aggregate fair value of units of participation. Such value reflects
accumulated contributions, dividends and realized and unrealized investment
gains or losses apportioned to such contributions, less withdrawals,
distributions, allocable expenses

                                       113


relating to the purchase, sale and maintenance of the assets and an allocable
part of such separate accounts' investment expenses.

     Separate account investments in fixed income and equity securities are
generally carried at published market value, or if published market values are
not readily available, at estimated market values. Investments in short-term
fixed income securities are generally reflected as cash equivalents and carried
at fair value. Real estate investments are carried at estimated fair value based
on appraisals performed by third-party real estate appraisal firms, and
generally, determined by discounting projected cash flows over periods of time
and at interest rates deemed appropriate for each investment. Information on the
physical value of the property and the sales prices of comparable properties is
used to corroborate fair value estimates. Estimated fair value of hedge fund net
assets is generally determined by third-party pricing vendors using quoted
market prices or through the use of pricing models which are affected by changes
in interest rates, foreign exchange rates, financial indices, credit spreads,
market supply and demand, market volatility and liquidity.

     The weighted average and weighted average target allocation of pension plan
assets within the separate accounts is as follows:



                                                                     DECEMBER 31,
                                                             ----------------------------
                                                                              WEIGHTED
                                                              WEIGHTED     AVERAGE TARGET
                                                               AVERAGE       ALLOCATION
                                                             -----------   --------------
                                                             2005   2004        2006
                                                             ----   ----   --------------
                                                                  
ASSET CATEGORY
Equity securities..........................................   47%    50%      30%-65%
Fixed maturities...........................................   37%    36%      20%-70%
Other (Real Estate and Alternative Investments)............   16%    14%       0%-25%
                                                             ---    ---
  Total....................................................  100%   100%
                                                             ===    ===


     Target allocations of assets are determined with the objective of
maximizing returns and minimizing volatility of net assets through adequate
asset diversification. Adjustments are made to target allocations based on an
assessment of the impact of economic factors and market conditions.

Postretirement Benefit Plan Assets

     Assets of the postretirement benefit plans are invested within life
insurance and reserve contracts issued by the Subsidiaries. The majority of
assets are held in separate accounts established by the Subsidiaries. The
account values of assets held with the Subsidiaries were $1,039 million and
$1,011 million as of December 31, 2005 and 2004, respectively. The terms of
these contracts are consistent in all material respects with what the
Subsidiaries offer to unaffiliated parties who are similarly situated.

     The valuation of separate accounts and the investments within such separate
accounts invested in by the postretirement plans are similar to that described
in the preceding section on pension plans.

                                       114


     The weighted average and weighted average target allocation of other
postretirement benefit plan assets within the separate account is as follows:



                                                                    DECEMBER 31,
                                                           -------------------------------
                                                                             WEIGHTED
                                                            WEIGHTED          AVERAGE
                                                             AVERAGE     TARGET ALLOCATION
                                                           -----------   -----------------
                                                           2005   2004         2006
                                                           ----   ----   -----------------
                                                                
ASSET CATEGORY
Equity securities.......................................    42%    41%        30%-45%
Fixed maturities........................................    53%    57%        45%-70%
Other...................................................     5%     2%         0%-10%
                                                           ---    ---
  Total.................................................   100%   100%
                                                           ===    ===


     Target allocations of assets are determined with the objective of
maximizing returns and minimizing volatility of net assets through adequate
asset diversification. Adjustments are made to target allocations based on an
assessment of the impact of economic factors and market conditions.

  FUNDING AND CASH FLOWS OF PENSION AND POSTRETIREMENT BENEFIT PLAN OBLIGATIONS

     Pension Plan Obligations

     It is the Subsidiaries' practice to make contributions to the qualified
pension plan to comply with minimum funding requirements of Employee Retirement
Income Security Act of 1974, as amended, and/or to maintain a fully funded
accumulated benefit obligation. In accordance with such practice, no
contributions were required for the year ended December 31, 2005 and no
contributions are anticipated to be required for 2006. The non-qualified pension
plans are funded as benefit payments become due under the provision of the
plans. The Subsidiaries expect to make discretionary contributions of $187
million towards the pension plans in 2006. Gross pension benefit payments for
the next ten years, which reflect expected future service as appropriate, are
expected to be as follows:



                                                                 PENSION
                                                                BENEFITS
                                                              -------------
                                                              (IN MILLIONS)
                                                           
2006........................................................       $320
2007........................................................       $325
2008........................................................       $337
2009........................................................       $351
2010........................................................       $355
2011-2015...................................................     $1,984


     Postretirement Benefit Plan Obligations

     Postretirement benefits represent a non-vested, non-guaranteed obligation
of the Subsidiaries and current regulations do not require specific funding
levels for these benefits. While the Subsidiaries have funded such plans in
advance, it has been the Subsidiaries' practice to use their general assets to
pay claims as they come due instead of utilizing plan assets.

     The Subsidiaries expect to make discretionary contributions of $128
million, based upon expected gross benefit payments, towards the postretirement
plan obligations in 2006. As noted previously, the Subsidiaries expect to
receive subsidies under the Prescription Drug Act to offset such payments.

                                       115


     Gross benefit payments and gross subsidy payments under the Prescription
Drug Act for the next ten years, which reflect expected future service as
appropriate, are expected to be as follows:



                                                                  PRESCRIPTION        NET
                                                 POSTRETIREMENT     DRUG ACT     POSTRETIREMENT
                                                    BENEFITS       SUBSIDIES        BENEFITS
                                                 --------------   ------------   --------------
                                                                 (IN MILLIONS)
                                                                        
2006...........................................       $128            $11             $117
2007...........................................       $133            $12             $121
2008...........................................       $138            $13             $125
2009...........................................       $144            $13             $131
2010...........................................       $150            $14             $136
2011-2015......................................       $833            $83             $750


INSOLVENCY ASSESSMENTS

     Most of the jurisdictions in which the Company is admitted to transact
business require life insurers doing business within the jurisdiction to
participate in guaranty associations, which are organized to pay contractual
benefits owed pursuant to insurance policies issued by impaired, insolvent or
failed life insurers. These associations levy assessments, up to prescribed
limits, on all member insurers in a particular state on the basis of the
proportionate share of the premiums written by member insurers in the lines of
business in which the impaired, insolvent or failed insurer engaged. Some states
permit member insurers to recover assessments paid through full or partial
premium tax offsets. Assessments levied against the Company were $4 million, $10
million and $6 million for the years ended December 31, 2005, 2004 and 2003,
respectively. The Company maintained a liability of $90 million, and a related
asset for premium tax offsets of $54 million, at December 31, 2005 for
undiscounted future assessments in respect of currently impaired, insolvent or
failed insurers.

     In the past five years, none of the aggregate assessments levied against
MetLife's insurance subsidiaries has been material. The Company has established
liabilities for guaranty fund assessments that it considers adequate for
assessments with respect to insurers that are currently subject to insolvency
proceedings.

EFFECTS OF INFLATION

     The Company does not believe that inflation has had a material effect on
its consolidated results of operations, except insofar as inflation may affect
interest rates.

APPLICATION OF RECENT ACCOUNTING PRONOUNCEMENTS

     In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Instruments ("SFAS 155"). SFAS 155 amends SFAS No. 133, Accounting for
Derivative Instruments and Hedging ("SFAS 133") and SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
("SFAS 140"). SFAS 155 allows financial instruments that have embedded
derivatives to be accounted for as a whole, eliminating the need to bifurcate
the derivative from its host, if the holder elects to account for the whole
instrument on a fair value basis. In addition, among other changes, SFAS 155 (i)
clarifies which interest-only strips and principal-only strips are not subject
to the requirements of SFAS 133; (ii) establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation; (iii) clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; and (iv) eliminates the prohibition on a qualifying special-purpose
entity ("QSPE") from holding a derivative financial instrument that pertains to
a beneficial interest other than another derivative financial interest. SFAS 155
will be applied prospectively and is effective for all financial instruments
acquired or issued for fiscal years beginning after September 15, 2006. SFAS 155
is not expected to have a material impact on the Company's consolidated
financial statements.

                                       116


     The FASB has issued additional guidance relating to derivative financial
instruments as follows:

      --  In June 2005, the FASB cleared SFAS 133 Implementation Issue No. B38,
          Embedded Derivatives: Evaluation of Net Settlement with Respect to the
          Settlement of a Debt Instrument through Exercise of an Embedded Put
          Option or Call Option ("Issue B38") and SFAS 133 Implementation Issue
          No. B39, Embedded Derivatives: Application of Paragraph 13(b) to Call
          Options That Are Exercisable Only by the Debtor ("Issue B39"). Issue
          B38 clarified that the potential settlement of a debtor's obligation
          to a creditor occurring upon exercise of a put or call option meets
          the net settlement criteria of SFAS No. 133. Issue B39 clarified that
          an embedded call option, in which the underlying is an interest rate
          or interest rate index, that can accelerate the settlement of a debt
          host financial instrument should not be bifurcated and fair valued if
          the right to accelerate the settlement can be exercised only by the
          debtor (issuer/borrower) and the investor will recover substantially
          all of its initial net investment. Issues B38 and B39, which must be
          adopted as of the first day of the first fiscal quarter beginning
          after December 15, 2005, did not have a material impact on the
          Company's consolidated financial statements.

      --  Effective October 1, 2003, the Company adopted Issue B36. Issue B36
          concluded that (i) a company's funds withheld payable and/or
          receivable under certain reinsurance arrangements; and (ii) a debt
          instrument that incorporates credit risk exposures that are unrelated
          or only partially related to the creditworthiness of the obligor
          include an embedded derivative feature that is not clearly and closely
          related to the host contract. Therefore, the embedded derivative
          feature is measured at fair value on the balance sheet and changes in
          fair value are reported in income. As a result of the adoption of
          Issue B36, the Company recorded a cumulative effect of a change in
          accounting of $26 million, net of income taxes, for the year ended
          December 31, 2003.

      --  Effective July 1, 2003, the Company adopted SFAS No. 149, Amendment of
          Statement 133 on Derivative Instruments and Hedging Activities ("SFAS
          149"). SFAS 149 amended and clarified the accounting and reporting for
          derivative instruments, including certain derivative instruments
          embedded in other contracts, and for hedging activities. Except for
          certain previously issued and effective guidance, SFAS 149 was
          effective for contracts entered into or modified after June 30, 2003.
          The Company's adoption of SFAS 149 did not have a significant impact
          on its consolidated financial statements.

     Effective November 9, 2005, the Company prospectively adopted the guidance
in FASB Staff Position ("FSP") FAS 140-2, Clarification of the Application of
Paragraphs 40(b) and 40(c) of FAS 140 ("FSP 140-2"). FSP 140-2 clarified certain
criteria relating to derivatives and beneficial interests when considering
whether an entity qualifies as a QSPE. Under FSP 140-2, the criteria must only
be met at the date the QSPE issues beneficial interests or when a derivative
financial instrument needs to be replaced upon the occurrence of a specified
event outside the control of the transferor. FSP 140-2 did not have a material
impact on the Company's consolidated financial statements.

     In September 2005, the American Institute of Certified Public Accountants
("AICPA") issued SOP 05-1, Accounting by Insurance Enterprises for Deferred
Acquisition Costs in Connection with Modifications or Exchanges of Insurance
Contracts ("SOP 05-1"). SOP 05-1 provides guidance on accounting by insurance
enterprises for deferred acquisition costs on internal replacements of insurance
and investment contracts other than those specifically described in SFAS No. 97,
Accounting and Reporting by Insurance Enterprises for Certain Long-Duration
Contracts and For Realized Gains and Losses from the Sale of Investments. SOP
05-1 defines an internal replacement as a modification in product benefits,
features, rights, or coverages that occurs by the exchange of a contract for a
new contract, or by amendment, endorsement, or rider to a contract, or by the
election of a feature or coverage within a contract. Under SOP 05-1,
modifications that result in a substantially unchanged contract will be
accounted for as a continuation of the replaced contract. A replacement contract
that is substantially changed will be accounted for as an extinguishment of the
replaced contract resulting in a release of unamortized deferred acquisition
costs, unearned revenue and deferred sales inducements associated with the
replaced contract. The guidance in SOP 05-1 will be applied prospectively and is
effective for internal replacements occurring in fiscal years beginning

                                       117


after December 15, 2006. The Company is currently evaluating the impact of SOP
05-1 and does not expect that the pronouncement will have a material impact on
the Company's consolidated financial statements.

     In September 2005, the Emerging Issues Task Force ("EITF") reached
consensus on Issue No. 05-7, Accounting for Modifications to Conversion Options
Embedded in Debt Instruments and Related Issues ("EITF 05-7"). EITF 05-7
provides guidance on whether a modification of conversion options embedded in
debt results in an extinguishment of that debt. In certain situations, companies
may change the terms of an embedded conversion option as part of a debt
modification. The EITF concluded that the change in the fair value of an
embedded conversion option upon modification should be included in the analysis
of EITF Issue No. 96-19, Debtor's Accounting for a Modification or Exchange of
Debt Instruments, to determine whether a modification or extinguishment has
occurred and that a change in the fair value of a conversion option should be
recognized upon the modification as a discount (or premium) associated with the
debt, and an increase (or decrease) in additional paid-in capital. EITF 05-7
will be applied prospectively and is effective for all debt modifications
occurring in periods beginning after December 15, 2005. EITF 05-7 did not have a
material impact on the Company's consolidated financial statements.

     In September 2005, the EITF reached consensus on Issue No. 05-8, Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature
("EITF 05-8"). EITF 05-8 concludes that (i) the issuance of convertible debt
with a beneficial conversion feature results in a basis difference that should
be accounted for as a temporary difference and (ii) the establishment of the
deferred tax liability for the basis difference should result in an adjustment
to additional paid in capital. EITF 05-8 will be applied retrospectively for all
instruments with a beneficial conversion feature accounted for in accordance
with EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios, and EITF Issue
No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, and
is effective for periods beginning after December 15, 2005. EITF 05-8 did not
have a material impact on the Company's consolidated financial statements.

     Effective July 1, 2005, the Company adopted SFAS No. 153, Exchanges of
Nonmonetary Assets, an amendment of Accounting Principles Board ("APB") Opinion
No. 29 ("SFAS 153"). SFAS 153 amended prior guidance to eliminate the exception
for nonmonetary exchanges of similar productive assets and replaced it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of SFAS 153 were required to be applied
prospectively for fiscal periods beginning after June 15, 2005. The adoption of
SFAS 153 did not have a material impact on the Company's consolidated financial
statements.

     Effective July 1, 2005, the Company adopted EITF Issue No. 05-6,
Determining the Amortization Period for Leasehold Improvements ("EITF 05-6").
EITF 05-6 provides guidance on determining the amortization period for leasehold
improvements acquired in a business combination or acquired subsequent to lease
inception. As required by EITF 05-6, the Company adopted this guidance on a
prospective basis which had no material impact on the Company's consolidated
financial statements.

     In June 2005, the FASB completed its review of EITF Issue No. 03-1, The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments ("EITF 03-1"). EITF 03-1 provides accounting guidance regarding the
determination of when an impairment of debt and marketable equity securities and
investments accounted for under the cost method should be considered
other-than-temporary and recognized in income. EITF 03-1 also requires certain
quantitative and qualitative disclosures for debt and marketable equity
securities classified as available-for-sale or held-to-maturity under SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS
115"), that are impaired at the balance sheet date but for which an
other-than-temporary impairment has not been recognized. The FASB decided not to
provide additional guidance on the meaning of other-than-temporary impairment
but has issued FSP 115-1, The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments ("FSP 115-1"), which nullifies the accounting
guidance on the determination of whether an investment is other-than-temporarily
impaired as set forth in EITF 03-1. As required by FSP 115-1, the Company
adopted

                                       118


this guidance on a prospective basis, which had no material impact on the
Company's consolidated financial statements, and has provided the required
disclosures.

     In June 2005, the EITF reached consensus on Issue No. 04-5, Determining
Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain
Rights ("EITF 04-5"). EITF 04-5 provides a framework for determining whether a
general partner controls and should consolidate a limited partnership or a
similar entity in light of certain rights held by the limited partners. The
consensus also provides additional guidance on substantive rights. EITF 04-5 was
effective after June 29, 2005 for all newly formed partnerships and for any
pre-existing limited partnerships that modified their partnership agreements
after that date. The adoption of this provision of EITF 04-5 did not have a
material impact on the Company's consolidated financial statements. EITF 04-5
must be adopted by January 1, 2006 for all other limited partnerships through a
cumulative effect of a change in accounting principle recorded in opening equity
or it may be applied retrospectively by adjusting prior period financial
statements. The adoption of this provision of EITF 04-5 did not have a material
impact on the Company's consolidated financial statements.

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3("SFAS
154"). The statement requires retrospective application to prior periods'
financial statements for a voluntary change in accounting principle unless it is
deemed impracticable. It also requires that a change in the method of
depreciation, amortization, or depletion for long-lived, non-financial assets be
accounted for as a change in accounting estimate rather than a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS 154 did not have a material impact on the Company's
consolidated financial statements.

     In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based
Payment ("SFAS 123(r)"), which revised SFAS No. 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS 123(r) provides additional guidance on determining whether
certain financial instruments awarded in share-based payment transactions are
liabilities. SFAS 123(r) also requires that the cost of all share-based
transactions be measured at fair value and recognized over the period during
which an employee is required to provide service in exchange for an award. The
SEC issued a final ruling in April 2005 allowing a public company that is not a
small business issuer to implement SFAS 123(r) at the beginning of the next
fiscal year after June 15, 2005. Thus, the revised pronouncement must be adopted
by the Company by January 1, 2006. As permitted under SFAS 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure -- an amendment of FASB
Statement No. 123, the Company elected to use the prospective method of
accounting for stock options granted subsequent to December 31, 2002. Options
granted prior to January 1, 2003 will continue to be accounted for under the
intrinsic value method until the adoption of SFAS 123(r). In addition, the pro
forma impact of accounting for these options at fair value continued to be
accounted for under the intrinsic value method until the last of those options
vested in 2005. As all stock options currently accounted for under the intrinsic
value method vested prior to the effective date, implementation of SFAS 123(r)
will not have a significant impact on the Company's consolidated financial
statements.

     In December 2004, the FASB issued FSP 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004 ("FSP 109-2"). The American Jobs Creation Act of 2004
("AJCA") introduced a one-time dividend received deduction on the repatriation
of certain earnings to a U.S. taxpayer. FSP 109-2 provides companies additional
time beyond the financial reporting period of enactment to evaluate the effects
of the AJCA on their plans to repatriate foreign earnings for purposes of
applying SFAS No. 109, Accounting for Income Taxes. During 2005, the Company
recorded a $27 million income tax benefit related to the repatriation of foreign
earnings pursuant to Internal Revenue Code Section 965 for which a U.S. deferred
income tax provision had previously been recorded.

     Effective July 1, 2004, the Company prospectively adopted FSP No. 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 ("FSP 106-2"). FSP 106-2
provides accounting guidance to employers that sponsor postretirement health
care plans

                                       119


that provide prescription drug benefits. The Company expects to receive
subsidies on prescription drug benefits beginning in 2006 under the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 based on the
Company's determination that the prescription drug benefits offered under
certain postretirement plans are actuarially equivalent to the benefits offered
under Medicare Part D. The postretirement benefit plan assets and accumulated
benefit obligation were remeasured to determine the effect of the expected
subsidies on net periodic postretirement benefit cost. As a result, the
accumulated postretirement benefit obligation was reduced by $213 million at
July 1, 2004.

     Effective July 1, 2004, the Company adopted EITF Issue No. 03-16,
Accounting for Investments in Limited Liability Companies ("EITF 03-16"). EITF
03-16 provides guidance regarding whether a limited liability company should be
viewed as similar to a corporation or similar to a partnership for purposes of
determining whether a noncontrolling investment should be accounted for using
the cost method or the equity method of accounting. EITF 03-16 did not have a
material impact on the Company's consolidated financial statements.

     Effective April 1, 2004, the Company adopted EITF Issue No. 03-6,
Participating Securities and the Two -- Class Method under FASB Statement No.
128 ("EITF 03-6"). EITF 03-6 provides guidance on determining whether a security
should be considered a participating security for purposes of computing earnings
per common share and how earnings should be allocated to the participating
security. EITF 03-6 did not have an impact on the Company's earnings per common
share calculations or amounts.

     Effective January 1, 2004, the Company adopted SOP 03-1, as interpreted by
a Technical Practice Aid ("TPA"), issued by the AICPA. SOP 03-1 provides
guidance on (i) the classification and valuation of long-duration contract
liabilities; (ii) the accounting for sales inducements; and (iii) separate
account presentation and valuation. In June 2004, the FASB released FSP No.
97-1, Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97,
Accounting and Reporting by Insurance Enterprises for Certain Long-Duration
Contracts and for Realized Gains and Losses from the Sale of Investments, Permit
or Require Accrual of an Unearned Revenue Liability ("FSP 97-1"), which included
clarification that unearned revenue liabilities should be considered in
determining the necessary insurance benefit liability required under SOP 03-1.
Since the Company had considered unearned revenue in determining its SOP 03-1
benefit liabilities, FSP 97-1 did not impact its consolidated financial
statements. As a result of the adoption of SOP 03-1, effective January 1, 2004,
the Company decreased the liability for future policyholder benefits for changes
in the methodology relating to various guaranteed death and annuitization
benefits and for determining liabilities for certain universal life insurance
contracts by $4 million, which has been reported as a cumulative effect of a
change in accounting. This amount is net of corresponding changes in DAC,
including VOBA and unearned revenue liability ("offsets"), under certain
variable annuity and life contracts and income taxes. Certain other contracts
sold by the Company provide for a return through periodic crediting rates,
surrender adjustments or termination adjustments based on the total return of a
contractually referenced pool of assets owned by the Company. To the extent that
such contracts are not accounted for as derivatives under the provisions of SFAS
No. 133 and not already credited to the contract account balance, under SOP 03-1
the change relating to the fair value of the referenced pool of assets is
recorded as a liability with the change in the liability recorded as
policyholder benefits and claims. Prior to the adoption of SOP 03-1, the Company
recorded the change in such liability as other comprehensive income. At
adoption, this change decreased net income and increased other comprehensive
income by $63 million, net of income taxes, which were recorded as cumulative
effects of changes in accounting. Effective with the adoption of SOP 03-1, costs
associated with enhanced or bonus crediting rates to contractholders must be
deferred and amortized over the life of the related contract using assumptions
consistent with the amortization of DAC. Since the Company followed a similar
approach prior to adoption of SOP 03-1, the provisions of SOP 03-1 relating to
sales inducements had no significant impact on the Company's consolidated
financial statements. In accordance with SOP 03-1's guidance for the reporting
of certain separate accounts, at adoption, the Company also reclassified $1.7
billion of separate account assets to general account investments and $1.7
billion of separate account liabilities to future policy benefits and
policyholder account balances. This reclassification decreased net income and
increased other comprehensive income by $27 million, net of income taxes, which
were reported as cumulative effects of changes in accounting. Due to the
adoption of SOP 03-1, the Company recorded a cumulative effect

                                       120


of a change in accounting of $86 million, net of income taxes of $46 million,
for the year ended December 31, 2004.

     In December 2003, FASB revised SFAS No. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits -- an Amendment of FASB Statements
No. 87, 88 and 106 ("SFAS 132(r)"). SFAS 132(r) retains most of the disclosure
requirements of SFAS 132 and requires additional disclosure about assets,
obligations, cash flows and net periodic benefit cost of defined benefit pension
plans and other postretirement plans. SFAS 132(r) was primarily effective for
fiscal years ending after December 15, 2003; however, certain disclosures about
foreign plans and estimated future benefit payments were effective for fiscal
years ending after June 15, 2004. The Company's adoption of SFAS 132(r) did not
have a significant impact on its consolidated financial statements since it only
revised disclosure requirements.

     During 2003, the Company adopted FASB Interpretation ("FIN") No. 46,
Consolidation of Variable Interest Entities -- An Interpretation of Accounting
Research Bulletin ("ARB") No. 51 ("FIN 46"), and its December 2003 revision
("FIN 46(r)"). Certain of the Company's investments in real estate joint
ventures and other limited partnership interests meet the definition of a
variable interest entity ("VIE") and have been consolidated, in accordance with
the transition rules and effective dates, because the Company is deemed to be
the primary beneficiary. A VIE is defined as (i) any entity in which the equity
investments at risk in such entity do not have the characteristics of a
controlling financial interest; or (ii) any entity that does not have sufficient
equity at risk to finance its activities without additional subordinated support
from other parties. Effective February 1, 2003, the Company adopted FIN 46 for
VIEs created or acquired on or after February 1, 2003 and, effective December
31, 2003, the Company adopted FIN 46(r) with respect to interests in entities
formerly considered special purpose entities ("SPEs"), including interests in
asset-backed securities and collateralized debt obligations. The adoption of FIN
46 as of February 1, 2003 did not have a significant impact on the Company's
consolidated financial statements. The adoption of the provisions of FIN 46(r)
at December 31, 2003 did not require the Company to consolidate any additional
VIEs that were not previously consolidated. In accordance with the provisions of
FIN 46(r), the Company elected to defer until March 31, 2004 the consolidation
of interests in VIEs for non-SPEs acquired prior to February 1, 2003 for which
it is the primary beneficiary. As of March 31, 2004, the Company consolidated
assets and liabilities relating to real estate joint ventures of $78 million and
$11 million, respectively, and assets and liabilities relating to other limited
partnerships of $29 million and less than $1 million, respectively, for VIEs for
which the Company was deemed to be the primary beneficiary. There was no impact
to net income from the adoption of FIN 46.

     Effective January 1, 2003, the Company adopted FIN No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires entities to
establish liabilities for certain types of guarantees and expands financial
statement disclosures for others. The initial recognition and initial
measurement provisions of FIN 45 were applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45
did not have a significant impact on the Company's consolidated financial
statements.

     Effective January 1, 2003, the Company adopted SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146
requires that a liability for a cost associated with an exit or disposal
activity be recorded and measured initially at fair value only when the
liability is incurred rather than at the date of an entity's commitment to an
exit plan as required by EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity Including
Certain Costs Incurred in a Restructuring ("EITF 94-3"). As required by SFAS
146, the Company adopted this guidance on a prospective basis which had no
material impact on the Company's consolidated financial statements.

     Effective January 1, 2003, the Company adopted SFAS No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections ("SFAS 145"). In addition to amending or rescinding other
existing authoritative pronouncements to make various technical corrections,
clarify meanings, or describe their applicability under changed conditions, SFAS
145 generally precludes companies from recording gains and losses from the
extinguishment of debt as an extraordinary item. SFAS 145 also requires
sale-leaseback treatment for certain modifications of a capital lease that
result in the

                                       121


lease being classified as an operating lease. The adoption of SFAS 145 did not
have a significant impact on the Company's consolidated financial statements.

INVESTMENTS

     The Company's primary investment objective is to optimize, net of income
taxes, risk-adjusted investment income and risk-adjusted total return while
ensuring that assets and liabilities are managed on a cash flow and duration
basis. The Company is exposed to three primary sources of investment risk:

     - Credit risk, relating to the uncertainty associated with the continued
       ability of a given obligor to make timely payments of principal and
       interest;

     - Interest rate risk, relating to the market price and cash flow
       variability associated with changes in market interest rates; and

     - Market valuation risk.

     The Company manages risk through in-house fundamental analysis of the
underlying obligors, issuers, transaction structures and real estate properties.
The Company also manages credit risk and market valuation risk through industry
and issuer diversification and asset allocation. For real estate and
agricultural assets, the Company manages credit risk and valuation risk through
geographic, property type and product type diversification and asset allocation.
The Company manages interest rate risk as part of its asset and liability
management strategies, product design, such as the use of market value
adjustment features and surrender charges, and proactive monitoring and
management of certain non-guaranteed elements of its products, such as the
resetting of credited interest and dividend rates for policies that permit such
adjustments. The Company also uses certain derivative instruments in the
management of credit and interest rate risks.

                                       122


  COMPOSITION OF PORTFOLIO AND INVESTMENT RESULTS

     The following table illustrates the net investment income and annualized
yields on average assets for each of the components of the Company's investment
portfolio for the years ended December 31, 2005, 2004 and 2003.



                                                                DECEMBER 31,
                                                       ------------------------------
                                                         2005       2004       2003
                                                       --------   --------   --------
                                                               (IN MILLIONS)
                                                                    
FIXED MATURITIES
Yield(2).............................................      6.02%      6.53%      6.91%
Investment income(3).................................  $ 10,424   $  9,015   $  8,480
Net investment gains (losses)........................  $   (868)  $     71   $   (398)
Ending assets(3).....................................  $230,875   $176,377   $167,382
MORTGAGE AND CONSUMER LOANS
Yield(2).............................................      6.81%      6.99%      7.49%
Investment income(4).................................  $  2,236   $  1,951   $  1,902
Net investment gains (losses)........................  $     17   $    (47)  $    (56)
Ending assets........................................  $ 37,190   $ 32,406   $ 26,249
REAL ESTATE AND REAL ESTATE JOINT VENTURES(5)
Yield(2).............................................     10.59%     11.69%     10.88%
Investment income....................................  $    467   $    515   $    513
Net investment gains (losses)........................  $  2,139   $    162   $    440
Ending assets........................................  $  4,665   $  4,233   $  4,677
POLICY LOANS
Yield(2).............................................      6.00%      6.15%      6.40%
Investment income....................................  $    572   $    541   $    554
Ending assets........................................  $  9,981   $  8,899   $  8,750
EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP
  INTERESTS
Yield(2).............................................     12.44%      9.96%      3.03%
Investment income....................................  $    774   $    404   $    111
Net investment gains (losses)........................  $    159   $    208   $    (43)
Ending assets........................................  $  7,614   $  5,095   $  4,183
CASH AND SHORT-TERM INVESTMENTS
Yield(2).............................................      3.66%      3.00%      2.45%
Investment income....................................  $    362   $    153   $    160
Net investment gains (losses)........................  $     (2)  $     (1)  $      1
Ending assets........................................  $  7,324   $  6,710   $  5,483
OTHER INVESTED ASSETS(6)
Yield(2).............................................      8.96%      6.55%      9.65%
Investment income....................................  $    570   $    290   $    324
Net investment gains (losses)(7).....................  $    502   $   (149)  $   (159)
Ending assets........................................  $  8,078   $  5,295   $  4,998


                                       123




                                                                DECEMBER 31,
                                                       ------------------------------
                                                         2005       2004       2003
                                                       --------   --------   --------
                                                               (IN MILLIONS)
                                                                    
TOTAL INVESTMENTS
Gross investment income yield(2).....................      6.35%      6.69%      6.88%
Investment fees and expenses yield...................     (0.14)%    (0.14)%    (0.16)%
                                                       --------   --------   --------
NET INVESTMENT INCOME YIELD..........................      6.21%      6.55%      6.72%
                                                       ========   ========   ========
Gross investment income..............................  $ 15,405   $ 12,869   $ 12,044
Investment fees and expenses.........................  $   (339)  $   (260)  $   (276)
                                                       --------   --------   --------
NET INVESTMENT INCOME(1)(5)(6)(7)....................  $ 15,066   $ 12,609   $ 11,768
                                                       ========   ========   ========
Ending assets(1).....................................  $305,727   $239,015   $221,722
                                                       ========   ========   ========
Net investment gains (losses)(1)(5)(6)(7)............  $  1,947   $    244   $   (215)
                                                       ========   ========   ========


- ---------------

(1) Included in ending assets, investment income and investment gains (losses)
    is $7,102 million, $213 million and $8 million, respectively, related to the
    consolidation of separate accounts under SOP 03-1 for the year ended
    December 31, 2005. Included in ending assets, investment income and
    investment gains (losses) is $2,139 million, $86 million and $25 million,
    respectively, related to the consolidation of separate accounts under SOP
    03-1 for the year ended December 31, 2004.

(2) Yields are based on quarterly average asset carrying values, excluding
    recognized and unrealized investment gains (losses), and for yield
    calculation purposes, average assets exclude collateral associated with the
    Company's securities lending program.

(3) Fixed maturities include $825 million in ending assets and $14 million in
    investment income relating to trading securities for the year ended December
    31, 2005. The annualized yield on trading securities was 2.74% for the year
    ended December 31, 2005. The Company did not have any trading securities
    during the years ended December 31, 2004 and 2003.

(4) Investment income from mortgage and consumer loans includes prepayment fees.

(5) Real estate and real estate joint venture income includes amounts classified
    as discontinued operations of $58 million, $169 million and $212 million for
    the years ended December 31, 2005, 2004 and 2003, respectively. Net
    investment gains (losses) include $2,125 million, $146 million and $420
    million of gains classified as discontinued operations for the years ended
    December 31, 2005, 2004 and 2003, respectively.

(6) Investment income from other invested assets includes scheduled periodic
    settlement payments on derivative instruments that do not qualify for hedge
    accounting under SFAS 133 of $99 million, $51 million and $84 million for
    the years ended December 31, 2005, 2004 and 2003, respectively. These
    amounts are excluded from net investment gains (losses). Additionally,
    excluded from net investment gains (losses) for year ended December 31, 2005
    is ($13) million related to revaluation losses on derivatives used to hedge
    interest rate and currency risk on policyholder account balances that do not
    qualify for hedge accounting.

(7) Included in net investment gains (losses) from other invested assets for the
    year ended December 31, 2004 is a charge of $26 million related to a funds
    withheld reinsurance treaty that was converted to a coinsurance agreement.
    This amount is classified in net investment income in the consolidated
    statements of income.

                                       124


  FIXED MATURITIES AND EQUITY SECURITIES AVAILABLE-FOR-SALE

     Fixed maturities consist principally of publicly traded and privately
placed debt securities, and represented 75.2% and 73.8% of total cash and
invested assets at December 31, 2005 and 2004, respectively. Based on estimated
fair value, public fixed maturities represented $200,177 million, or 87.0%, and
$154,439 million, or 87.6%, of total fixed maturities at December 31, 2005 and
2004, respectively. Based on estimated fair value, private fixed maturities
represented $29,873 million, or 13.0%, and $21,938 million, or 12.4%, of total
fixed maturities at December 31, 2005 and 2004, respectively.

     In cases where quoted market prices are not available, fair values are
estimated using present value or valuation techniques. The fair value estimates
are made at a specific point in time, based on available market information and
judgments about the financial instruments, including estimates of the timing and
amounts of expected future cash flows and the credit standing of the issuer or
counterparty. Factors considered in estimating fair value include: coupon rate,
maturity, estimated duration, call provisions, sinking fund requirements, credit
rating, industry sector of the issuer and quoted market prices of comparable
securities.

     The Securities Valuation Office of the NAIC evaluates the fixed maturity
investments of insurers for regulatory reporting purposes and assigns securities
to one of six investment categories called "NAIC designations." The NAIC ratings
are similar to the rating agency designations of the Nationally Recognized
Statistical Rating Organizations for marketable bonds. NAIC ratings 1 and 2
include bonds generally considered investment grade (rated "Baa3" or higher by
Moody's Investors Services ("Moody's"), or rated "BBB--" or higher by Standard &
Poor's ("S&P") and Fitch Ratings Insurance Group ("Fitch")), by such rating
organizations. NAIC ratings 3 through 6 include bonds generally considered below
investment grade (rated "Ba1" or lower by Moody's, or rated "BB+" or lower by
S&P and Fitch).

     The following table presents the Company's total fixed maturities by
Nationally Recognized Statistical Rating Organizations designation and the
equivalent ratings of the NAIC, as well as the percentage, based on estimated
fair value, that each designation is comprised of at:



                                                   DECEMBER 31, 2005                DECEMBER 31, 2004
                                             ------------------------------   ------------------------------
                                              COST OR                          COST OR
                                             AMORTIZED   ESTIMATED    % OF    AMORTIZED   ESTIMATED    % OF
NAIC RATING  RATING AGENCY DESIGNATION (1)     COST      FAIR VALUE   TOTAL     COST      FAIR VALUE   TOTAL
- -----------  -----------------------------   ---------   ----------   -----   ---------   ----------   -----
                                                                      (IN MILLIONS)
                                                                                  
     1       Aaa/Aa/A...................     $161,256     $165,577     72.0%  $112,702     $118,410     67.1%
     2       Baa........................       47,712       49,124     21.3     42,165       45,311     25.7
     3       Ba.........................        8,794        9,142      4.0      6,907        7,500      4.2
     4       B..........................        5,666        5,710      2.5      4,081        4,397      2.5
     5       Caa and lower..............          287          290      0.1        329          366      0.2
     6       In or near default.........           18           15       --        101           90      0.1
                                             --------     --------    -----   --------     --------    -----
             Subtotal...................      223,733      229,858     99.9    166,285      176,074     99.8
             Redeemable preferred stock..         193          192      0.1        326          303      0.2
                                             --------     --------    -----   --------     --------    -----
             Total fixed maturities.....     $223,926     $230,050    100.0%  $166,611     $176,377    100.0%
                                             ========     ========    =====   ========     ========    =====


- ---------------

(1) Amounts presented are based on rating agency designations. Comparisons
    between NAIC ratings and rating agency designations are published by the
    NAIC. The rating agency designations are based on availability and the
    midpoint of the applicable ratings among Moody's, S&P and Fitch at December
    31, 2005 and the lower of the applicable ratings between Moody's and S&P at
    December 31, 2004. Beginning in the third quarter of 2005, the Company
    incorporated Fitch into its rating agency designations to be consistent with
    the Lehman Brothers' ratings convention. If no rating is available from a
    rating agency, then the MetLife rating is used.

                                       125


     The following table shows the cost or amortized cost and estimated fair
value of fixed maturities, by contractual maturity dates (excluding scheduled
sinking funds) at:



                                                              DECEMBER 31,
                                             -----------------------------------------------
                                                      2005                     2004
                                             ----------------------   ----------------------
                                              COST OR                  COST OR
                                             AMORTIZED   ESTIMATED    AMORTIZED   ESTIMATED
                                               COST      FAIR VALUE     COST      FAIR VALUE
                                             ---------   ----------   ---------   ----------
                                                              (IN MILLIONS)
                                                                      
Due in one year or less....................  $  7,083     $  7,124    $  6,749     $  6,844
Due after one year through five years......    36,100       36,557      29,846       31,164
Due after five years through ten years.....    45,303       46,256      33,531       35,996
Due after ten years........................    58,667       63,404      41,593       46,463
                                             --------     --------    --------     --------
  Subtotal.................................   147,153      153,341     111,719      120,467
Mortgage-backed, commercial mortgage-backed
  and other asset-backed securities........    76,580       76,517      54,566       55,607
                                             --------     --------    --------     --------
  Subtotal.................................   223,733      229,858     166,285      176,074
Redeemable preferred stock.................       193          192         326          303
                                             --------     --------    --------     --------
  Total fixed maturities...................  $223,926     $230,050    $166,611     $176,377
                                             ========     ========    ========     ========


     Bonds not due at a single maturity date have been included in the above
table in the year of final contractual maturity. Actual maturities may differ
from contractual maturities due to the exercise of prepayment options.

     The following tables set forth the cost or amortized cost, gross unrealized
gain and loss, and estimated fair value of the Company's fixed maturities by
sector and equity securities, the percentage of the total fixed maturities
holdings that each sector represents and the percentage of the total equity
securities at:



                                                         DECEMBER 31, 2005
                                         --------------------------------------------------
                                          COST OR    GROSS UNREALIZED
                                         AMORTIZED   -----------------   ESTIMATED    % OF
                                           COST       GAIN      LOSS     FAIR VALUE   TOTAL
                                         ---------   -------   -------   ----------   -----
                                                           (IN MILLIONS)
                                                                       
U.S. corporate securities..............  $ 72,339    $2,814    $  835     $ 74,318     32.3%
Residential mortgage-backed
  securities...........................    47,365       353       472       47,246     20.5
Foreign corporate securities...........    33,578     1,842       439       34,981     15.2
U.S. treasury/agency securities........    25,643     1,401        86       26,958     11.7
Commercial mortgage-backed
  securities...........................    17,682       223       207       17,698      7.7
Asset-backed securities................    11,533        91        51       11,573      5.0
Foreign government securities..........    10,080     1,401        35       11,446      5.0
State and political subdivision
  securities...........................     4,601       185        36        4,750      2.1
Other fixed maturity securities........       912        17        41          888      0.4
                                         --------    ------    ------     --------    -----
  Total bonds..........................   223,733     8,327     2,202      229,858     99.9
Redeemable preferred stocks............       193         2         3          192      0.1
                                         --------    ------    ------     --------    -----
     Total fixed maturities............  $223,926    $8,329    $2,205     $230,050    100.0%
                                         ========    ======    ======     ========    =====
Common stocks..........................  $  2,004    $  250    $   30     $  2,224     66.6%
Non-redeemable preferred stocks........     1,080        45        11        1,114     33.4
                                         --------    ------    ------     --------    -----
     Total equity securities(1)........  $  3,084    $  295    $   41     $  3,338    100.0%
                                         ========    ======    ======     ========    =====


                                       126




                                                          DECEMBER 31, 2004
                                          -------------------------------------------------
                                           COST OR    GROSS UNREALIZED
                                          AMORTIZED   ----------------   ESTIMATED    % OF
                                            COST        GAIN     LOSS    FAIR VALUE   TOTAL
                                          ---------   --------   -----   ----------   -----
                                                            (IN MILLIONS)
                                                                       
U.S. corporate securities...............  $ 58,022    $ 3,870    $172     $ 61,720     34.9%
Residential mortgage-backed
  securities............................    31,683        612      65       32,230     18.3
Foreign corporate securities............    24,972      2,582      85       27,469     15.6
U.S. treasury/agency securities.........    16,534      1,314      22       17,826     10.1
Commercial mortgage-backed securities...    12,099        440      38       12,501      7.1
Asset-backed securities.................    10,784        125      33       10,876      6.2
Foreign government securities...........     7,621        973      26        8,568      4.8
State and political subdivision
  securities............................     3,683        220       4        3,899      2.2
Other fixed maturity securities.........       887        131      33          985      0.6
                                          --------    -------    ----     --------    -----
     Total bonds........................   166,285     10,267     478      176,074     99.8
Redeemable preferred stocks.............       326         --      23          303      0.2
                                          --------    -------    ----     --------    -----
  Total fixed maturities................  $166,611    $10,267    $501     $176,377    100.0%
                                          ========    =======    ====     ========    =====
Common stocks...........................  $  1,412    $   244    $  5     $  1,651     75.5%
Non-redeemable preferred stocks.........       501         39       3          537     24.5
                                          --------    -------    ----     --------    -----
  Total equity securities(1)............  $  1,913    $   283    $  8     $  2,188    100.0%
                                          ========    =======    ====     ========    =====


- ---------------

(1) Equity securities primarily consist of investments in common and preferred
    stocks and mutual fund interests. Such securities include private equity
    securities with an estimated fair value of $472 million and $332 million at
    December 31, 2005 and 2004, respectively.

     Fixed Maturity and Equity Security Impairment.  The Company classifies all
of its fixed maturities and equity securities as available-for-sale and marks
them to market through other comprehensive income, except for non-marketable
private equities, which are generally carried at cost. All securities with gross
unrealized losses at the consolidated balance sheet date are subjected to the
Company's process for identifying other-than-temporary impairments. The Company
writes down to fair value securities that it deems to be other-than-temporarily
impaired in the period the securities are deemed to be so impaired. The
assessment of whether such impairment has occurred is based on management's
case-by-case evaluation of the underlying reasons for the decline in fair value.
Management considers a wide range of factors, as described in "-- Summary of
Critical Accounting Estimates -- Investments," about the security issuer and
uses its best judgment in evaluating the cause of the decline in the estimated
fair value of the security and in assessing the prospects for near-term
recovery. Inherent in management's evaluation of the security are assumptions
and estimates about the operations of the issuer and its future earnings
potential.

     The Company's review of its fixed maturities and equity securities for
impairments includes an analysis of the total gross unrealized losses by three
categories of securities: (i) securities where the estimated fair value had
declined and remained below cost or amortized cost by less than 20%; (ii)
securities where the estimated fair value had declined and remained below cost
or amortized cost by 20% or more for less than six months; and (iii) securities
where the estimated fair value had declined and remained below cost or amortized
cost by 20% or more for six months or greater. While all of these securities are
monitored for potential impairment, the Company's experience indicates that the
first two categories do not present as great a risk of impairment, and often,
fair values recover over time as the factors that caused the declines improve.

     The Company records impairments as investment losses and adjusts the cost
basis of the fixed maturities and equity securities accordingly. The Company
does not change the revised cost basis for subsequent recoveries in value.
Impairments of fixed maturities and equity securities were $64 million, $102
million and $355 million for the years ended December 31, 2005, 2004 and 2003,
respectively. The Company's three

                                       127


largest impairments totaled $40 million, $53 million and $125 million for the
years ended December 31, 2005, 2004 and 2003, respectively. The circumstances
that gave rise to these impairments were either financial restructurings or
bankruptcy filings. During the years ended December 31, 2005, 2004 and 2003, the
Company sold or disposed of fixed maturities and equity securities at a loss
that had a fair value of $93,872 million, $29,939 million and $21,984 million,
respectively. Gross losses excluding impairments for fixed maturities and equity
securities were $1,391 million, $516 million and $500 million for the years
ended December 31, 2005, 2004 and 2003, respectively.

     The following tables present the cost or amortized cost, gross unrealized
losses and number of securities for fixed maturities and equity securities, at
December 31, 2005 and December 31, 2004, where the estimated fair value had
declined and remained below cost or amortized cost by less than 20%, or 20% or
more for:



                                                       DECEMBER 31, 2005
                                  ------------------------------------------------------------
                                  COST OR AMORTIZED     GROSS UNREALIZED        NUMBER OF
                                         COST                LOSSES             SECURITIES
                                  ------------------   ------------------   ------------------
                                  LESS THAN   20% OR   LESS THAN   20% OR   LESS THAN   20% OR
                                     20%       MORE       20%       MORE       20%       MORE
                                  ---------   ------   ---------   ------   ---------   ------
                                           (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                      
Less than six months............  $ 92,512     $213     $1,707      $51      11,441      308
Six months or greater but less
  than nine months..............     3,704        5        108        2         456        7
Nine months or greater but less
  than twelve months............     5,006       --        133       --         573        2
Twelve months or greater........     7,555       23        240        5         924        8
                                  --------     ----     ------      ---      ------      ---
  Total.........................  $108,777     $241     $2,188      $58      13,394      325
                                  ========     ====     ======      ===      ======      ===




                                                       DECEMBER 31, 2004
                                  ------------------------------------------------------------
                                  COST OR AMORTIZED     GROSS UNREALIZED        NUMBER OF
                                         COST                LOSSES             SECURITIES
                                  ------------------   ------------------   ------------------
                                  LESS THAN   20% OR   LESS THAN   20% OR   LESS THAN   20% OR
                                     20%       MORE       20%       MORE       20%       MORE
                                  ---------   ------   ---------   ------   ---------   ------
                                           (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                      
Less than six months............   $27,175     $ 79      $246       $18       3,186      117
Six months or greater but less
  than nine months..............     8,477        9       111         2         687        5
Nine months or greater but less
  than twelve months............     1,595       19        33         4         206        5
Twelve months or greater........     2,798       19        80        15         395        7
                                   -------     ----      ----       ---       -----      ---
  Total.........................   $40,045     $126      $470       $39       4,474      134
                                   =======     ====      ====       ===       =====      ===


     The gross unrealized loss related to the Company's fixed maturities and
equity securities at December 31, 2005 was $2,246 million. These securities are
concentrated by sector in U.S. corporates (37%); residential mortgage-backed
(21%); and foreign corporates (20%); and are concentrated by industry in
mortgage-backed (30%); industrial (22%); and finance (11%) (calculated as a
percentage of gross unrealized loss). Non-investment grade securities represent
5% of the $106,772 million fair value and 8% of the $2,246 million gross
unrealized loss.

     The Company held one fixed maturity with a gross unrealized loss at
December 31, 2005 greater than $10 million. This security represented less than
1% of the gross unrealized loss on fixed maturities and equity securities.

                                       128


     Corporate Fixed Maturities.  The table below shows the major industry types
that comprise the corporate fixed maturity holdings at:



                                                   DECEMBER 31, 2005    DECEMBER 31, 2004
                                                   ------------------   ------------------
                                                   ESTIMATED    % OF    ESTIMATED    % OF
                                                   FAIR VALUE   TOTAL   FAIR VALUE   TOTAL
                                                   ----------   -----   ----------   -----
                                                                (IN MILLIONS)
                                                                         
Industrial.......................................   $ 41,322     37.8%   $35,785      40.1%
Foreign(1).......................................     34,981     32.0     27,469      30.8
Finance..........................................     19,189     17.5     14,481      16.3
Utility..........................................     12,633     11.6     10,800      12.1
Other............................................      1,174      1.1        654       0.7
                                                    --------    -----    -------     -----
  Total..........................................   $109,299    100.0%   $89,189     100.0%
                                                    ========    =====    =======     =====


- ---------------

(1) Includes U.S. dollar-denominated debt obligations of foreign obligors, and
    other foreign investments.

     The Company maintains a diversified corporate fixed maturity portfolio
across industries and issuers. The portfolio does not have exposure to any
single issuer in excess of 1% of the total invested assets of the portfolio. At
December 31, 2005 and 2004, the Company's combined holdings in the ten issuers
to which it had the greatest exposure totaled $6,215 million and $4,967 million,
respectively, each less than 3% of the Company's total invested assets at such
dates. The exposure to the largest single issuer of corporate fixed maturities
held at December 31, 2005 and 2004 was $943 million and $631 million,
respectively.

     The Company has hedged all of its material exposure to foreign currency
risk in its corporate fixed maturity portfolio. In the Company's international
insurance operations, both its assets and liabilities are generally denominated
in local currencies.

     Structured Securities.  The following table shows the types of structured
securities the Company held at:



                                                   DECEMBER 31, 2005    DECEMBER 31, 2004
                                                   ------------------   ------------------
                                                   ESTIMATED    % OF    ESTIMATED    % OF
                                                   FAIR VALUE   TOTAL   FAIR VALUE   TOTAL
                                                   ----------   -----   ----------   -----
                                                                (IN MILLIONS)
                                                                         
Residential mortgage-backed securities:
  Collateralized mortgage obligations............   $29,679      38.8%   $19,752      35.5%
  Pass-through securities........................    17,567      23.0     12,478      22.4
                                                    -------     -----    -------     -----
Total residential mortgage-backed securities.....    47,246      61.8     32,230      57.9
Commercial mortgage-backed securities............    17,698      23.1     12,501      22.5
Asset-backed securities..........................    11,573      15.1     10,876      19.6
                                                    -------     -----    -------     -----
     Total.......................................   $76,517     100.0%   $55,607     100.0%
                                                    =======     =====    =======     =====


     The majority of the residential mortgage-backed securities are guaranteed
or otherwise supported by the Federal National Mortgage Association, the Federal
Home Loan Mortgage Corporation or the Government National Mortgage Association.
At December 31, 2005, $46,304 million, or 98.0%, of the residential
mortgage-backed securities were rated Aaa/AAA by Moody's, S&P or Fitch. At
December 31, 2004, $31,768 million, or 98.6%, of the residential mortgage-backed
securities were rated Aaa/AAA by Moody's or S&P.

     At December 31, 2005, $13,272 million, or 75%, of the commercial
mortgage-backed securities were rated Aaa/AAA by Moody's, S&P or Fitch. At
December 31, 2004, $8,750 million, or 70.0%, of the commercial mortgage-backed
securities were rated Aaa/AAA by Moody's or S&P.

     The Company's asset-backed securities are diversified both by sector and by
issuer. Home equity loan and credit card receivables, accounting for about 31%
and 26% of the total holdings, respectively, constitute the largest exposures in
the Company's asset-backed securities portfolio. At December 31, 2005, $6,084

                                       129


million, or 52.6%, of total asset-backed securities were rated Aaa/AAA by
Moody's, S&P or Fitch. At December 31, 2004, $6,775 million, or 62.3%, of the
total asset-backed securities were rated Aaa/AAA by Moody's or S&P.

     Structured Investment Transactions.  The Company participates in structured
investment transactions, primarily asset securitizations and structured notes.
These transactions enhance the Company's total return on its investment
portfolio principally by generating management fee income on asset
securitizations and by providing equity-based returns on debt securities through
structured notes and similar instruments.

     The Company sponsors financial asset securitizations of high yield debt
securities, investment grade bonds and structured finance securities and also is
the collateral manager and a beneficial interest holder in such transactions. As
the collateral manager, the Company earns management fees on the outstanding
securitized asset balance, which are recorded in income as earned. When the
Company transfers assets to bankruptcy-remote SPEs and surrenders control over
the transferred assets, the transaction is accounted for as a sale. Gains or
losses on securitizations are determined with reference to the carrying amount
of the financial assets transferred, which is allocated to the assets sold and
the beneficial interests retained based on relative fair values at the date of
transfer. Beneficial interests in securitizations are carried at fair value in
fixed maturities. Income on these beneficial interests is recognized using the
prospective method. The SPEs used to securitize assets are not consolidated by
the Company because the Company has determined that it is not the primary
beneficiary of these entities.

     The Company purchases or receives beneficial interests in SPEs, which
generally acquire financial assets, including corporate equities, debt
securities and purchased options. The Company has not guaranteed the
performance, liquidity or obligations of the SPEs and the Company's exposure to
loss is limited to its carrying value of the beneficial interests in the SPEs.
The Company uses the beneficial interests as part of its risk management
strategy, including asset-liability management. These SPEs are not consolidated
by the Company because the Company has determined that it is not the primary
beneficiary of these entities. These beneficial interests are generally
structured notes, which are included in fixed maturities, and their income is
recognized using the retrospective interest method or the level yield method, as
appropriate. Impairments of these beneficial interests are included in net
investment gains (losses).

     The Company invests in structured notes and similar type instruments, which
generally provide equity-based returns on debt securities. The carrying value of
such investments was approximately $362 million and $666 million at December 31,
2005 and 2004, respectively. The related net investment income recognized was
$28 million, $45 million and $78 million for the years ended December 31, 2005,
2004 and 2003, respectively.

  TRADING SECURITIES

     During 2005, the Company established a trading securities portfolio to
support investment strategies that involve the active and frequent purchase and
sale of securities. Trading securities are recorded at fair value with
subsequent changes in fair value recognized in net investment income. Net
investment income for the year ended December 31, 2005 includes $37 million of
gains (losses) on securities classified as trading. Of this amount, $42 million
relates to net gains (losses) recognized on trading securities sold during the
year ended December 31, 2005. The remaining ($5) million for the year ended
December 31, 2005 relates to changes in fair value on trading securities held at
December 31, 2005. The Company did not have any trading securities during the
years ended December 31, 2004 and 2003.

     As part of the acquisition of Travelers on July 1, 2005, the Company
acquired Travelers' investment in Tribeca Citigroup Investments Ltd.
("Tribeca"). Tribeca is a feeder fund investment structure whereby the feeder
fund invests substantially all of its assets in the master fund, Tribeca Global
Convertible Instruments Ltd. The primary investment objective of the master fund
is to achieve enhanced risk-adjusted return by investing in domestic and foreign
equities and equity-related securities utilizing such strategies as convertible
securities arbitrage. MetLife is the majority owner of the feeder fund and
consolidates the fund within its consolidated financial statements.
Approximately $452 million of Tribeca's investments are reported as trading
securities in the accompanying consolidated financial statements with changes in
fair value recognized in net investment income.
                                       130


  MORTGAGE AND CONSUMER LOANS

     The Company's mortgage and consumer loans are principally collateralized by
commercial, agricultural and residential properties, as well as automobiles.
Mortgage and consumer loans comprised 12.2% and 13.6% of the Company's total
cash and invested assets at December 31, 2005 and 2004, respectively. The
carrying value of mortgage and consumer loans is stated at original cost net of
repayments, amortization of premiums, accretion of discounts and valuation
allowances. The following table shows the carrying value of the Company's
mortgage and consumer loans by type at:



                                                     DECEMBER 31, 2005    DECEMBER 31, 2004
                                                     ------------------   ------------------
                                                     CARRYING     % OF    CARRYING     % OF
                                                       VALUE     TOTAL      VALUE     TOTAL
                                                     ---------   ------   ---------   ------
                                                                  (IN MILLIONS)
                                                                          
Commercial mortgage loans..........................   $28,022     75.4%    $24,990     77.1%
Agricultural mortgage loans........................     7,700     20.7       5,907     18.2
Consumer loans.....................................     1,468      3.9       1,509      4.7
                                                      -------    -----     -------    -----
  Total............................................   $37,190    100.0%    $32,406    100.0%
                                                      =======    =====     =======    =====


     Commercial Mortgage Loans.  The Company diversifies its commercial mortgage
loans by both geographic region and property type. The following table presents
the distribution across geographic regions and property types for commercial
mortgage loans at:



                                                     DECEMBER 31, 2005    DECEMBER 31, 2004
                                                     ------------------   ------------------
                                                     CARRYING     % OF    CARRYING     % OF
                                                       VALUE     TOTAL      VALUE     TOTAL
                                                     ---------   ------   ---------   ------
                                                                  (IN MILLIONS)
                                                                          
REGION
Pacific............................................   $ 6,818     24.3%    $ 6,075     24.3%
South Atlantic.....................................     6,093     21.8       5,696     22.8
Middle Atlantic....................................     4,689     16.7       4,057     16.2
East North Central.................................     3,078     11.0       2,550     10.2
West South Central.................................     2,069      7.4       2,024      8.1
New England........................................     1,295      4.6       1,412      5.6
International......................................     1,817      6.5       1,364      5.5
Mountain...........................................       861      3.1         778      3.1
West North Central.................................       825      2.9         667      2.7
East South Central.................................       381      1.4         268      1.1
Other..............................................        96      0.3          99      0.4
                                                      -------    -----     -------    -----
  Total............................................   $28,022    100.0%    $24,990    100.0%
                                                      =======    =====     =======    =====
PROPERTY TYPE
Office.............................................   $13,453     48.0%    $11,500     46.0%
Retail.............................................     6,398     22.8       5,698     22.8
Apartments.........................................     3,102     11.1       3,264     13.1
Industrial.........................................     2,656      9.5       2,499     10.0
Hotel..............................................     1,355      4.8       1,245      5.0
Other..............................................     1,058      3.8         784      3.1
                                                      -------    -----     -------    -----
  Total............................................   $28,022    100.0%    $24,990    100.0%
                                                      =======    =====     =======    =====


                                       131


     The following table presents the scheduled maturities for the Company's
commercial mortgage loans at:



                                                     DECEMBER 31, 2005    DECEMBER 31, 2004
                                                     ------------------   ------------------
                                                     CARRYING     % OF    CARRYING     % OF
                                                       VALUE     TOTAL      VALUE     TOTAL
                                                     ---------   ------   ---------   ------
                                                                  (IN MILLIONS)
                                                                          
Due in one year or less............................   $ 1,052      3.8%    $   939      3.7%
Due after one year through two years...............     2,138      7.6       1,800      7.2
Due after two years through three years............     2,640      9.4       2,372      9.5
Due after three years through four years...........     4,037     14.4       2,943     11.8
Due after four years through five years............     3,946     14.1       4,578     18.3
Due after five years...............................    14,209     50.7      12,358     49.5
                                                      -------    -----     -------    -----
  Total............................................   $28,022    100.0%    $24,990    100.0%
                                                      =======    =====     =======    =====


     Restructured, Potentially Delinquent, Delinquent or Under Foreclosure.  The
Company monitors its mortgage loan investments on an ongoing basis, including
reviewing loans that are restructured, potentially delinquent, delinquent or
under foreclosure. These loan classifications are consistent with those used in
industry practice.

     The Company defines restructured mortgage loans as loans in which the
Company, for economic or legal reasons related to the debtor's financial
difficulties, grants a concession to the debtor that it would not otherwise
consider. The Company defines potentially delinquent loans as loans that, in
management's opinion, have a high probability of becoming delinquent. The
Company defines delinquent mortgage loans, consistent with industry practice, as
loans in which two or more interest or principal payments are past due. The
Company defines mortgage loans under foreclosure as loans in which foreclosure
proceedings have formally commenced.

     The Company reviews all mortgage loans on an ongoing basis. These reviews
may include an analysis of the property financial statements and rent roll,
lease rollover analysis, property inspections, market analysis and tenant
creditworthiness.

     The Company records valuation allowances for certain of the loans that it
deems impaired. The Company's valuation allowances are established both on a
loan specific basis for those loans where a property or market specific risk has
been identified that could likely result in a future default, as well as for
pools of loans with similar high risk characteristics where a property specific
or market risk has not been identified. Loan specific valuation allowances are
established for the excess carrying value of the mortgage loan over the present
value of expected future cash flows discounted at the loan's original effective
interest rate, the value of the loan's collateral or the loan's market value if
the loan is being sold. Valuation allowances for pools of loans are established
based on property types and loan to value risk factors. The Company records
valuation allowances as investment losses. The Company records subsequent
adjustments to allowances as investment gains (losses).

                                       132


     The following table presents the amortized cost and valuation allowance for
commercial mortgage loans distributed by loan classification at:



                                   DECEMBER 31, 2005                           DECEMBER 31, 2004
                       -----------------------------------------   -----------------------------------------
                                                         % OF                                        % OF
                       AMORTIZED   % OF    VALUATION   AMORTIZED   AMORTIZED   % OF    VALUATION   AMORTIZED
                       COST (1)    TOTAL   ALLOWANCE     COST      COST (1)    TOTAL   ALLOWANCE     COST
                       ---------   -----   ---------   ---------   ---------   -----   ---------   ---------
                                                           (IN MILLIONS)
                                                                           
Performing...........   $28,158      100%    $147         0.5%      $25,077     99.8%    $128          0.5%
Restructured.........        --       --       --          --%           55      0.2       18         32.7%
Potentially
  delinquent.........         3       --       --          --%            7       --        3         42.9%
Delinquent or under
  foreclosure........         8       --       --          --%           --       --       --           --%
                        -------    -----     ----                   -------    -----     ----
  Total..............   $28,169    100.0%    $147         0.5%      $25,139    100.0%    $149          0.6%
                        =======    =====     ====                   =======    =====     ====


- ---------------

(1) Amortized cost is equal to carrying value before valuation allowances.

     The following table presents the changes in valuation allowances for
commercial mortgage loans for the:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Balance, beginning of year..................................  $149   $122   $119
Additions...................................................    43     53     51
Deductions..................................................   (45)   (26)   (48)
                                                              ----   ----   ----
Balance, end of year........................................  $147   $149   $122
                                                              ====   ====   ====


     Agricultural Mortgage Loans.  The Company diversifies its agricultural
mortgage loans by both geographic region and product type.

     Approximately 67% of the $7,700 million of agricultural mortgage loans
outstanding at December 31, 2005 were subject to rate resets prior to maturity.
A substantial portion of these loans is successfully renegotiated and remains
outstanding to maturity. The process and policies for monitoring the
agricultural mortgage loans and classifying them by performance status are
generally the same as those for the commercial loans.

     The following table presents the amortized cost and valuation allowances
for agricultural mortgage loans distributed by loan classification at:



                                   DECEMBER 31, 2005                           DECEMBER 31, 2004
                       -----------------------------------------   -----------------------------------------
                                                         % OF                                        % OF
                       AMORTIZED   % OF    VALUATION   AMORTIZED   AMORTIZED   % OF    VALUATION   AMORTIZED
                       COST (1)    TOTAL   ALLOWANCE     COST      COST (1)    TOTAL   ALLOWANCE     COST
                       ---------   -----   ---------   ---------   ---------   -----   ---------   ---------
                                                           (IN MILLIONS)
                                                                           
Performing...........   $7,635      99.0%     $ 8         0.1%      $5,803      98.1%     $4          0.1%
Restructured.........       36       0.5       --          --%          67       1.1      --           --%
Potentially
  delinquent.........        3        --        1        33.3%           4       0.1       1         25.0%
Delinquent or under
  foreclosure........       37       0.5        2         5.4%          40       0.7       2          5.0%
                        ------     -----      ---                   ------     -----      --
  Total..............   $7,711     100.0%     $11         0.1%      $5,914     100.0%     $7          0.1%
                        ======     =====      ===                   ======     =====      ==


- ---------------

(1) Amortized cost is equal to carrying value before valuation allowances.

                                       133


     The following table presents the changes in valuation allowances for
agricultural mortgage loans for the:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Balance, beginning of year..................................  $ 7    $ 6    $ 6
Additions...................................................    4      5      1
Deductions..................................................   --     (4)    (1)
                                                              ---    ---    ---
Balance, end of year........................................  $11    $ 7    $ 6
                                                              ===    ===    ===


     Consumer Loans.  Consumer loans consist of residential mortgages and auto
loans.

  REAL ESTATE AND REAL ESTATE JOINT VENTURES

     The Company's real estate and real estate joint venture investments consist
of commercial properties located primarily in the United States. At December 31,
2005 and 2004, the carrying value of the Company's real estate, real estate
joint ventures and real estate held-for-sale was $4,665 million and $4,233
million, respectively, or 1.5% and 1.8%, of total cash and invested assets,
respectively. The carrying value of real estate is stated at depreciated cost
net of impairments and valuation allowances. The carrying value of real estate
joint ventures is stated at the Company's equity in the real estate joint
ventures net of impairments and valuation allowances. The following table
presents the carrying value of the Company's real estate, real estate joint
ventures, real estate held-for-sale and real estate acquired upon foreclosure
at:



                                                      DECEMBER 31, 2005    DECEMBER 31, 2004
                                                      ------------------   ------------------
                                                      CARRYING     % OF    CARRYING     % OF
                                                        VALUE     TOTAL      VALUE     TOTAL
                                                      ---------   ------   ---------   ------
TYPE                                                               (IN MILLIONS)
                                                                           
Real estate held-for-investment.....................   $3,735      80.1%    $2,687      63.5%
Real estate joint ventures held-for-investment......      926      19.8        386       9.1
Foreclosed real estate held-for-investment..........        4       0.1          3       0.1
                                                       ------     -----     ------     -----
                                                        4,665     100.0      3,076      72.7
                                                       ------     -----     ------     -----
Real estate held-for-sale...........................       --        --      1,156      27.3
Foreclosed real estate held-for-sale................       --        --          1        --
                                                       ------     -----     ------     -----
                                                           --        --      1,157      27.3
                                                       ------     -----     ------     -----
Total real estate, real estate joint ventures and
  real estate held-for-sale.........................   $4,665     100.0%    $4,233     100.0%
                                                       ======     =====     ======     =====


     The Company's carrying value of real estate held-for-sale, including real
estate acquired upon foreclosure of commercial and agricultural mortgage loans,
in the amounts of $0 million and $1,157 million at December 31, 2005 and 2004,
respectively, are net of valuation allowances of $0 million and $4 million,
respectively, and net of impairments of $0 million and $12 million at December
31, 2005 and 2004, respectively.

     The Company records real estate acquired upon foreclosure of commercial and
agricultural mortgage loans at the lower of estimated fair value or the carrying
value of the mortgage loan at the date of foreclosure.

     Certain of the Company's investments in real estate joint ventures meet the
definition of a VIE under FIN 46(r). See "-- Investments -- Variable Interest
Entities."

     In the second quarter of 2005, the Company sold its One Madison Avenue and
200 Park Avenue properties in Manhattan, New York for $918 million and $1.72
billion, respectively, resulting in gains, net of income taxes, of $431 million
and $762 million, respectively. The gains are included in income from
discontinued operations in the accompanying consolidated statements of income.
In connection with the sale

                                       134


of the 200 Park Avenue property, the Company has retained rights to existing
signage and is leasing space for associates in the property for 20 years with
optional renewal periods through 2205.

     In 2004, the Company sold one of its real estate investments, Sears Tower,
resulting in a gain of $85 million, net of income taxes.

  OTHER LIMITED PARTNERSHIP INTERESTS

     The carrying value of other limited partnership interests (which primarily
represent ownership interests in pooled investment funds that make private
equity investments in companies in the United States and overseas) was $4,276
million and $2,907 million at December 31, 2005 and 2004, respectively. The
Company uses the equity method of accounting for investments in limited
partnership interests in which it has more than a minor interest, has influence
over the partnership's operating and financial policies, does not have a
controlling interest and is not the primary beneficiary. The Company uses the
cost method for minor interest investments and when it has virtually no
influence over the partnership's operating and financial policies. The Company's
investments in other limited partnerships represented 1.4% and 1.2% of cash and
invested assets at December 31, 2005 and 2004, respectively.

     Some of the Company's investments in other limited partnership interests
meet the definition of a VIE under FIN 46(r). See "-- Investments -- Variable
Interest Entities."

  OTHER INVESTED ASSETS

     The Company's other invested assets consist principally of leveraged leases
and funds withheld at interest of $4,573 million and $3,916 million at December
31, 2005 and 2004, respectively. The leveraged leases are recorded net of
non-recourse debt. The Company participates in lease transactions, which are
diversified by industry, asset type and geographic area. The Company regularly
reviews residual values and writes down residuals to expected values as needed.
Funds withheld represent amounts contractually withheld by ceding companies in
accordance with reinsurance agreements. For agreements written on a modified
coinsurance basis and certain agreements written on a coinsurance basis, assets
supporting the reinsured policies equal to the net statutory reserves are
withheld and continue to be legally owned by the ceding company. Other invested
assets also includes derivative revaluation gains and the fair value of embedded
derivatives related to funds withheld and modified coinsurance contracts.
Interest accrues to these funds withheld at rates defined by the treaty terms
and may be contractually specified or directly related to the investment
portfolio. The Company's other invested assets represented 2.6% and 2.2% of cash
and invested assets at December 31, 2005 and 2004, respectively.

  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company uses a variety of derivatives, including swaps, forwards,
futures and option contracts, to manage its various risks. Additionally, the
Company enters into income generation and replication derivative transactions as
permitted by its insurance subsidiaries' Derivatives Use Plans approved by the
applicable state insurance departments.

                                       135


     The table below provides a summary of the notional amount and current
market or fair value of derivative financial instruments held at:



                                       DECEMBER 31, 2005                 DECEMBER 31, 2004
                                -------------------------------   -------------------------------
                                              CURRENT MARKET                    CURRENT MARKET
                                              OR FAIR VALUE                     OR FAIR VALUE
                                NOTIONAL   --------------------   NOTIONAL   --------------------
                                 AMOUNT    ASSETS   LIABILITIES    AMOUNT    ASSETS   LIABILITIES
                                --------   ------   -----------   --------   ------   -----------
                                                          (IN MILLIONS)
                                                                    
Interest rate swaps...........  $20,444    $  653     $   69      $12,681     $284      $   22
Interest rate floors..........   10,975       134         --        3,325       38          --
Interest rate caps............   27,990       242         --        7,045       12          --
Financial futures.............    1,159        12          8          611       --          13
Foreign currency swaps........   14,274       527        991        8,214      150       1,302
Foreign currency forwards.....    4,622        64         92        1,013        5          57
Options.......................      815       356          6          263       37           7
Financial forwards............    2,452        13          4          326       --          --
Credit default swaps..........    5,882        13         11        1,897       11           5
Synthetic GICs................    5,477        --         --        5,869       --          --
Other.........................      250         9         --          450        1           1
                                -------    ------     ------      -------     ----      ------
  Total.......................  $94,340    $2,023     $1,181      $41,694     $538      $1,407
                                =======    ======     ======      =======     ====      ======


     The above table does not include notional values for equity futures, equity
financial forwards, and equity options. At December 31, 2005 and 2004, the
Company owned 3,305 and 776 equity futures contracts, respectively. Equity
futures market values are included in financial futures in the preceding table.
At December 31, 2005 and 2004, the Company owned 213,000 and no equity financial
forwards, respectively. Equity financial forwards market values are included in
financial forwards in the preceding table. At December 31, 2005 and 2004, the
Company owned 4,720,254 and 493,358 equity options, respectively. Equity options
market values are included in options in the preceding table. The notional
amount of $562 million, related to equity options for 2004 has been removed from
the above table to conform with the 2005 presentation.

     Credit Risk.  The Company may be exposed to credit related losses in the
event of nonperformance by counterparties to derivative financial instruments.
Generally, the current credit exposure of the Company's derivative contracts is
limited to the fair value at the reporting date. The credit exposure of the
Company's derivative transactions is represented by the fair value of contracts
with a net positive fair value at the reporting date.

     The Company manages its credit risk related to over-the-counter derivatives
by entering into transactions with creditworthy counterparties, maintaining
collateral arrangements and through the use of master agreements that provide
for a single net payment to be made by one counterparty to another at each due
date and upon termination. Because exchange traded futures are effected through
regulated exchanges, and positions are marked to market on a daily basis, the
Company has minimal exposure to credit related losses in the event of
nonperformance by counterparties to such derivative instruments.

     The Company enters into various collateral arrangements, which require both
the pledging and accepting of collateral in connection with its derivative
instruments. As of December 31, 2005, the Company was obligated to return cash
collateral under its control of $195 million. This unrestricted cash collateral
is included in cash and cash equivalents and the obligation to return it is
included in payables for collateral under securities loaned and other
transactions in the consolidated balance sheet. As of December 31, 2005, the
Company had also accepted collateral consisting of various securities with a
fair market value of $427 million, which is held in separate custodial accounts.
Such collateral is included in other assets and the obligation to return it is
included in payables for collateral under securities loaned and other
transactions in the consolidated

                                       136


balance sheet. The Company is permitted by contract to sell or repledge this
collateral, but as of December 31, 2005, none of the collateral had been sold or
repledged.

     As of December 31, 2005, the Company provided collateral of $4 million,
which is included in other assets in the consolidated balance sheet. The
counterparties are permitted by contract to sell or repledge this collateral.
The Company did not have any cash or other collateral related to derivative
instruments at December 31, 2004.

  VARIABLE INTEREST ENTITIES

     The following table presents the total assets of and maximum exposure to
loss relating to VIEs for which the Company has concluded that (i) it is the
primary beneficiary and which are consolidated in the Company's consolidated
financial statements at December 31, 2005; and (ii) it holds significant
variable interests but it is not the primary beneficiary and which have not been
consolidated:



                                                             DECEMBER 31, 2005
                                             -------------------------------------------------
                                               PRIMARY BENEFICIARY     NOT PRIMARY BENEFICIARY
                                             -----------------------   -----------------------
                                                           MAXIMUM                   MAXIMUM
                                               TOTAL     EXPOSURE TO     TOTAL     EXPOSURE TO
                                             ASSETS(1)     LOSS(2)     ASSETS(1)     LOSS(2)
                                             ---------   -----------   ---------   -----------
                                                               (IN MILLIONS)
                                                                       
Asset-backed securitizations and
  collateralized debt obligations..........    $ --         $ --        $ 3,728      $  463
Real estate joint ventures(3)..............     304          114            246          19
Other limited partnerships(4)..............      48           35         15,760       2,109
Other investments(5).......................      --           --          3,722         242
                                               ----         ----        -------      ------
  Total....................................    $352         $149        $23,456      $2,833
                                               ====         ====        =======      ======


- ---------------

(1) The assets of the asset-backed securitizations and collateralized debt
    obligations are reflected at fair value at December 31, 2005. The assets of
    the real estate joint ventures, other limited partnerships and other
    investments are reflected at the carrying amounts at which such assets would
    have been reflected on the Company's balance sheet had the Company
    consolidated the VIE from the date of its initial investment in the entity.

(2) The maximum exposure to loss of the asset-backed securitizations and
    collateralized debt obligations is equal to the carrying amounts of
    participation or retained interests. In addition, the Company provides
    collateral management services for certain of these structures for which it
    collects a management fee. The maximum exposure to loss relating to real
    estate joint ventures, other limited partnerships and other investments is
    equal to the carrying amounts plus any unfunded commitments, reduced by
    amounts guaranteed by other partners.

(3) Real estate joint ventures include partnerships and other ventures which
    engage in the acquisition, development, management and disposal of real
    estate investments.

(4) Other limited partnerships include partnerships established for the purpose
    of investing in real estate funds, public and private debt and equity
    securities, as well as limited partnerships established for the purpose of
    investing in low-income housing that qualifies for federal tax credits.

(5) Other investments include securities that are not asset-backed
    securitizations or collateralized debt obligations.

  SECURITIES LENDING

     The Company participates in a securities lending program whereby blocks of
securities, which are included in fixed maturity securities, are loaned to third
parties, primarily major brokerage firms. The Company requires a minimum of 102%
of the fair value of the loaned securities to be separately maintained as
collateral for the loans. Securities with a cost or amortized cost of $32,068
million and $26,564 million and an estimated fair value of $32,954 million and
$27,974 million were on loan under the program at December 31,

                                       137


2005 and 2004, respectively. Securities loaned under such transactions may be
sold or repledged by the transferee. The Company was liable for cash collateral
under its control of $33,893 million and $28,678 million at December 31, 2005
and 2004, respectively. Securities loaned transactions are accounted for as
financing arrangements on the Company's consolidated balance sheets and
consolidated statements of cash flows and the income and expenses associated
with the program are reported in net investment income as investment income and
investment expenses, respectively. Security collateral of $207 million and $17
million, respectively, at December 31, 2005 and 2004 on deposit from customers
in connection with the securities lending transactions may not be sold or
repledged and is not reflected in the consolidated financial statements.

  SEPARATE ACCOUNTS

     The Company had $127.9 billion and $86.8 billion held in its separate
accounts, for which the Company generally does not bear investment risk, as of
December 31, 2005 and 2004, respectively. The Company manages each separate
account's assets in accordance with the prescribed investment policy that
applies to that specific separate account. The Company establishes separate
accounts on a single client and multi-client commingled basis in compliance with
insurance laws. Effective with the adoption of SOP 03-1, on January 1, 2004, the
Company reports separately, as assets and liabilities, investments held in
separate accounts and liabilities of the separate accounts if (i) such separate
accounts are legally recognized; (ii) assets supporting the contract liabilities
are legally insulated from the Company's general account liabilities; (iii)
investments are directed by the contractholder; and (iv) all investment
performance, net of contract fees and assessments, is passed through to the
contractholder. The Company reports separate account assets meeting such
criteria at their fair value. Investment performance (including investment
income, net investment gains (losses) and changes in unrealized gains (losses))
and the corresponding amounts credited to contractholders of such separate
accounts are offset within the same line in the consolidated statements of
income.

     The Company's revenues reflect fees charged to the separate accounts,
including mortality charges, risk charges, policy administration fees,
investment management fees and surrender charges. Separate accounts not meeting
the above criteria are combined on a line-by-line basis with the Company's
general account assets, liabilities, revenues and expenses.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company must effectively manage, measure and monitor the market risk
associated with its invested assets and interest rate sensitive insurance
contracts. It has developed an integrated process for managing risk, which it
conducts through its Corporate Risk Management Department, Asset/Liability
Management Committees ("ALM Committees") and additional specialists at the
business segment level. The Company has established and implemented
comprehensive policies and procedures at both the corporate and business segment
level to minimize the effects of potential market volatility.

     The Company regularly analyzes its exposure to interest rate, equity market
and foreign currency exchange risk. As a result of that analysis, the Company
has determined that the fair value of its interest rate sensitive invested
assets is materially exposed to changes in interest rates. The equity and
foreign currency portfolios do not expose the Company to material market risk.

     The Company analyzes interest rate risk using various models including
multi-scenario cash flow projection models that forecast cash flows of the
liabilities and their supporting investments, including derivative instruments.
The Company uses a variety of strategies to manage interest rate, equity market,
and foreign currency exchange risk, including the use of derivative instruments.

     The Travelers acquisition has increased the Company's exposure to market
risk. The Travelers acquisition has not changed management's processes for
measuring, managing and monitoring market risk; however, some of those processes
are utilizing interim manual reporting and estimation techniques while the
Company integrates the operations acquired. During the second half of 2005,
management restructured the portfolio of assets that were acquired, generally
reducing the amount of market risk associated with the acquired block, in line
with the Company's overall investment strategy. The acquisition also changed the

                                       138


profile of the Company's foreign currency exchange rate risk, although
management still deems the aggregate sensitivity to foreign currency exchange
rate risk to be immaterial.

MARKET RISK EXPOSURES

     The Company has exposure to market risk through its insurance operations
and investment activities. For purposes of this disclosure, "market risk" is
defined as the risk of loss resulting from changes in interest rates, equity
market prices and foreign currency exchange rates.

     Interest rates.  The Company's exposure to interest rate changes results
from its significant holdings of fixed maturities, as well as its interest rate
sensitive liabilities. The fixed maturities include U.S. and foreign government
bonds, securities issued by government agencies, corporate bonds and
mortgage-backed securities, all of which are mainly exposed to changes in
medium- and long-term treasury rates. The interest rate sensitive liabilities
for purposes of this disclosure include guaranteed interest contracts and fixed
annuities, which have the same type of interest rate exposure (medium- and
long-term treasury rates) as the fixed maturities. The Company employs product
design, pricing and asset/liability management strategies to reduce the adverse
effects of interest rate movements. Product design and pricing strategies
include the use of surrender charges or restrictions on withdrawals in some
products. Asset/liability management strategies include the use of derivatives,
the purchase of securities structured to protect against prepayments, and
prepayment restrictions and related fees on mortgage loans and consistent
monitoring of the pricing of the Company's products in order to better match the
duration of the assets and the liabilities they support.

     Equity market prices.  The Company's investments in equity securities
expose it to changes in equity prices, as do certain liabilities that involve
long-term guarantees on equity performance. It manages this risk on an
integrated basis with other risks through its asset/liability management
strategies. The Company also manages equity market price risk through industry
and issuer diversification, asset allocation techniques and the use of
derivatives.

     Foreign currency exchange rates.  The Company's exposure to fluctuations in
foreign currency exchange rates against the U.S. dollar results from its
holdings in non-U.S. dollar denominated fixed maturity securities, equity
securities and liabilities, as well as through its investments in foreign
subsidiaries. The principal currencies that create foreign currency exchange
rate risk in the Company's investment portfolios are the Euro, the Canadian
dollar and the British pound. The Company mitigates the majority of its fixed
maturities' foreign currency exchange rate risk through the utilization of
foreign currency swaps and forward contracts. Through its investments in foreign
subsidiaries, the Company is primarily exposed to the Canadian dollar, the
Mexican peso, the Australian dollar, the Argentinean peso, the South Korean won,
the Chilean peso, the Taiwanese dollar and the Japanese Yen. The Company has
matched substantially all of its foreign currency liabilities in its foreign
subsidiaries with their respective foreign currency assets, thereby reducing its
risk to currency exchange rate fluctuation. Selectively, the Company uses U.S.
dollar assets to support certain long duration foreign currency liabilities.
Additionally, in some countries, local surplus is held entirely or in part in
U.S. dollar assets which further minimizes exposure to exchange rate fluctuation
risk.

RISK MANAGEMENT

     Corporate risk management.  MetLife has established several financial and
non-financial senior management committees as part of its risk management
process. These committees manage capital and risk positions, approve
asset/liability management strategies and establish appropriate corporate
business standards.

     MetLife also has a separate Corporate Risk Management Department, which is
responsible for risk throughout MetLife and reports to MetLife's Chief Financial
Officer. The Corporate Risk Management Department's primary responsibilities
consist of:

     - implementing a board of directors-approved corporate risk framework,
       which outlines the Company's approach for managing risk on an
       enterprise-wide basis;

                                       139


     - developing policies and procedures for managing, measuring and monitoring
       those risks identified in the corporate risk framework;

     - establishing appropriate corporate risk tolerance levels;

     - deploying capital on an economic capital basis; and

     - reporting on a periodic basis to the Governance Committee of the Holding
       Company's board of directors and various financial and non-financial
       senior management committees.

     Asset/liability management.  The Company actively manages its assets using
an approach that balances quality, diversification, asset/liability matching,
liquidity and investment return. The goals of the investment process are to
optimize, net of income taxes, risk-adjusted investment income and risk-adjusted
total return while ensuring that the assets and liabilities are managed on a
cash flow and duration basis. The asset/liability management process is the
shared responsibility of the Portfolio Management Unit, the Business Finance
Asset/Liability Management Unit, and the operating business segments under the
supervision of the various product line specific ALM Committees. The ALM
Committees' duties include reviewing and approving target portfolios on a
periodic basis, establishing investment guidelines and limits and providing
oversight of the asset/liability management process. The portfolio managers and
asset sector specialists, who have responsibility on a day-to-day basis for risk
management of their respective investing activities, implement the goals and
objectives established by the ALM Committees.

     Each of MetLife's business segments has an asset/liability officer who
works with portfolio managers in the investment department to monitor
investment, product pricing, hedge strategy and liability management issues.
MetLife establishes target asset portfolios for each major insurance product,
which represent the investment strategies used to profitably fund its
liabilities within acceptable levels of risk. These strategies include
objectives for effective duration, yield curve sensitivity, convexity,
liquidity, asset sector concentration and credit quality.

     To manage interest rate risk, the Company performs periodic projections of
asset and liability cash flows to evaluate the potential sensitivity of its
securities investments and liabilities to interest rate movements. These
projections involve evaluating the potential gain or loss on most of the
Company's in-force business under various increasing and decreasing interest
rate environments. New York State Department of Insurance regulations require
that MetLife perform some of these analyses annually as part of MetLife's review
of the sufficiency of its regulatory reserves. For several of its legal
entities, the Company maintains segmented operating and surplus asset portfolios
for the purpose of asset/liability management and the allocation of investment
income to product lines. For each segment, invested assets greater than or equal
to the GAAP liabilities less the DAC asset and any non-invested assets allocated
to the segment are maintained, with any excess swept to the surplus segment. The
operating segments may reflect differences in legal entity, statutory line of
business and any product market characteristic which may drive a distinct
investment strategy with respect to duration, liquidity or credit quality of the
invested assets. Certain smaller entities make use of unsegmented general
accounts for which the investment strategy reflects the aggregate
characteristics of liabilities in those entities. The Company measures relative
sensitivities of the value of its assets and liabilities to changes in key
assumptions utilizing Company models. These models reflect specific product
characteristics and include assumptions based on current and anticipated
experience regarding lapse, mortality and interest crediting rates. In addition,
these models include asset cash flow projections reflecting interest payments,
sinking fund payments, principal payments, bond calls, mortgage prepayments and
defaults.

     Common industry metrics, such as duration and convexity, are also used to
measure the relative sensitivity of assets and liability values to changes in
interest rates. In computing the duration of liabilities, consideration is given
to all policyholder guarantees and to how the Company intends to set
indeterminate policy elements such as interest credits or dividends. Each
operating asset segment has a duration constraint based on the liability
duration and the investment objectives of that portfolio. Where a liability cash
flow may exceed the maturity of available assets, as is the case with certain
retirement and non-medical health products, the Company may support such
liabilities with equity investments or curve mismatch strategies.

                                       140


     Hedging activities.  To reduce interest rate risk, MetLife's risk
management strategies incorporate the use of various interest rate derivatives
to adjust the overall duration and cash flow profile of its invested asset
portfolios to better match the duration and cash flow profile of its
liabilities. Such instruments include financial futures, financial forwards,
interest rate and credit default swaps, caps, floors and options. MetLife also
uses foreign currency swaps and forwards to hedge its foreign currency
denominated fixed income investments. In 2004, MetLife initiated a hedging
strategy for certain equity price risks within its liabilities using equity
futures and options.

RISK MEASUREMENT; SENSITIVITY ANALYSIS

     The Company measures market risk related to its holdings of invested assets
and other financial instruments, including certain market risk sensitive
insurance contracts, based on changes in interest rates, equity market prices
and currency exchange rates, utilizing a sensitivity analysis. This analysis
estimates the potential changes in fair value, cash flows and earnings based on
a hypothetical 10% change (increase or decrease) in interest rates, equity
market prices and currency exchange rates. The Company believes that a 10%
change (increase or decrease) in these market rates and prices is reasonably
possible in the near-term. In performing this analysis, the Company used market
rates at December 31, 2005 to re-price its invested assets and other financial
instruments. The sensitivity analysis separately calculated each of MetLife's
market risk exposures (interest rate, equity market price and foreign currency
exchange rate) related to its trading and non-trading invested assets and other
financial instruments. The sensitivity analysis performed included the market
risk sensitive holdings described above. The Company modeled the impact of
changes in market rates and prices on the fair values of its invested assets,
earnings and cash flows as follows:

     Fair values.  The Company bases its potential change in fair values on an
immediate change (increase or decrease) in:

     - the net present values of its interest rate sensitive exposures resulting
       from a 10% change (increase or decrease) in interest rates;

     - the market value of its equity positions due to a 10% change (increase or
       decrease) in equity prices; and

     - the U.S. dollar equivalent balances of the Company's currency exposures
       due to a 10% change (increase or decrease) in currency exchange rates.

     Earnings and cash flows.  MetLife calculates the potential change in
earnings and cash flows on the change in its earnings and cash flows over a
one-year period based on an immediate 10% change (increase or decrease) in
interest rates and equity prices. The following factors were incorporated into
the earnings and cash flows sensitivity analyses:

     - the reinvestment of fixed maturity securities;

     - the reinvestment of payments and prepayments of principal related to
       mortgage-backed securities;

     - the re-estimation of prepayment rates on mortgage-backed securities for
       each 10% change (increase or decrease) in the interest rates; and

     - the expected turnover (sales) of fixed maturities and equity securities,
       including the reinvestment of the resulting proceeds.

                                       141


     The sensitivity analysis is an estimate and should not be viewed as
predictive of the Company's future financial performance. The Company cannot
assure that its actual losses in any particular year will not exceed the amounts
indicated in the table below. Limitations related to this sensitivity analysis
include:

     - the market risk information is limited by the assumptions and parameters
       established in creating the related sensitivity analysis, including the
       impact of prepayment rates on mortgages;

     - for derivatives that qualify as hedges, the impact on reported earnings
       may be materially different from the change in market values;

     - the analysis excludes other significant real estate holdings and
       liabilities pursuant to insurance contracts; and

     - the model assumes that the composition of assets and liabilities remains
       unchanged throughout the year.

     Accordingly, the Company uses such models as tools and not substitutes for
the experience and judgment of its corporate risk and asset/liability management
personnel. Based on its analysis of the impact of a 10% change (increase or
decrease) in market rates and prices, MetLife has determined that such a change
could have a material adverse effect on the fair value of its interest rate
sensitive invested assets. The equity and foreign currency portfolios do not
expose the Company to material market risk.

     The table below illustrates the potential loss in fair value of the
Company's interest rate sensitive financial instruments at December 31, 2005. In
addition, the potential loss with respect to the fair value of currency exchange
rates and the Company's equity price sensitive positions at December 31, 2005 is
set forth in the table below.

     The potential loss in fair value for each market risk exposure of the
Company's portfolio, as of the period indicated was:



                                                                DECEMBER 31, 2005
                                                               --------------------
                                                                  (IN MILLIONS)
                                                            
Non-trading:
Interest rate risk..........................................          $5,570
Equity price risk...........................................          $  556
Foreign currency exchange rate risk.........................          $  728
Trading:
Interest rate risk..........................................          $    6


     The table below provides additional detail regarding the potential loss in
fair value of the Company's non-trading interest sensitive financial instruments
at December 31, 2005 by type of asset or liability.



                                                                    AS OF DECEMBER 31, 2005
                                                              ------------------------------------
                                                                                       ASSUMING A
                                                                                      10% INCREASE
                                                              NOTIONAL                IN THE YIELD
                                                               AMOUNT    FAIR VALUE      CURVE.
                                                              --------   ----------   ------------
                                                                         (IN MILLIONS)
                                                                             
ASSETS
  Fixed maturities..........................................              $230,050      $(5,633)
  Equity securities.........................................                 3,338           --
  Mortgage and consumer loans...............................                37,820         (616)
  Policy loans..............................................                 9,981         (324)
  Short-term investments....................................                 3,306          (18)
  Cash and cash equivalents.................................                 4,018           --
  Mortgage loan commitments.................................                    (4)         (14)
                                                                                        -------
     Total assets...........................................                            $(6,605)


                                       142




                                                                    AS OF DECEMBER 31, 2005
                                                              ------------------------------------
                                                                                       ASSUMING A
                                                                                      10% INCREASE
                                                              NOTIONAL                IN THE YIELD
                                                               AMOUNT    FAIR VALUE      CURVE.
                                                              --------   ----------   ------------
                                                                         (IN MILLIONS)
                                                                             
LIABILITIES
  Policyholder account balances.............................              $107,083      $   917
  Short-term debt...........................................                 1,414           --
  Long-term debt............................................                10,296          395
  Junior subordinated debt securities underlying common
     equity units...........................................                 2,098           23
  Shares subject to mandatory redemption....................                   362           --
  Payables for collateral under securities loaned and other
     transactions...........................................                34,515           --
                                                                                        -------
     Total liabilities......................................                            $ 1,335
OTHER
  Derivative instruments (designated hedges or otherwise)
     Interest rate swaps....................................  $20,444     $    584      $   (76)
     Interest rate floors...................................   10,975          134          (39)
     Interest rate caps.....................................   27,990          242          101
     Financial futures......................................    1,159            4          (12)
     Foreign currency swaps.................................   14,274         (464)        (227)
     Foreign currency forwards..............................    4,622          (28)          --
     Options................................................      815          350           --
     Financial forwards.....................................    2,452            9           --
     Credit default swaps...................................    5,882            2           --
     Synthetic GICs.........................................    5,477           --           --
     Other..................................................      250            9           --
                                                                                        -------
       Total other..........................................                            $  (253)
                                                                                        -------
NET CHANGE..................................................                            $(5,570)
                                                                                        =======


     This quantitative measure of risk has increased by $1,920 million, or 53%,
at December 31, 2005, from $3,650 million at December 31, 2004. The primary
reasons for the increase are growth in assets exposed to interest rate risk in
increasing interest scenarios including fixed maturity instruments and interest
rate floors, and the increase in the yield curve since December 31, 2004.
Subsequent to the restructuring of assets to comply with MetLife's investment
guidelines, the Travelers acquisition represents $702 million of the increase.
Approximately $600 million of the increase is due to asset growth other than
from the Travelers acquisition and approximately $200 million is due to the
lengthening of the asset portfolio during 2005. The major contributor to the
remainder of the change is movements in the yield curve.

     In addition to the analysis above, as part of its asset liability
management program, the Company also performs an analysis of the sensitivity to
changes in interest rates, including both insurance liabilities and financial
instruments. As of December 31, 2005, a hypothetical instantaneous 10% decrease
in interest rates applied to the Company's liabilities, insurance and associated
asset portfolios would reduce the fair value of equity by $390 million.
Management does not expect that this sensitivity would produce a liquidity
strain on the Company.

                                       143


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES



                                                              PAGE
                                                              -----
                                                           
Report of Independent Registered Public Accounting Firm.....  F-1
Financial Statements at December 31, 2005 and 2004 and for
  the years ended December 31, 2005, 2004 and 2003:
  Consolidated Balance Sheets...............................  F-2
  Consolidated Statements of Income.........................  F-3
  Consolidated Statements of Stockholders' Equity...........  F-4
  Consolidated Statements of Cash Flows.....................  F-5
  Notes to Consolidated Financial Statements................  F-7
Financial Statement Schedules:
  Schedule I -- Consolidated Summary of Investments -- Other
     Than Investments in Affiliates as of December 31,
     2005...................................................  F-112
  Schedule II -- Condensed Financial Information (Parent
     Company Only) at December 31, 2005 and 2004 and for the
     years ended December 31, 2005, 2004 and 2003...........  F-113
  Schedule III -- Consolidated Supplementary Insurance
     Information for the years ended December 31, 2005, 2004
     and 2003...............................................  F-122
  Schedule IV -- Consolidated Reinsurance for the years
     ended December 31, 2005, 2004 and 2003.................  F-124


                                       144


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
MetLife, Inc.:

     We have audited the accompanying consolidated balance sheets of MetLife,
Inc. and subsidiaries (the "Company") as of December 31, 2005 and 2004, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 2005. Our audits
also included the consolidated financial statement schedules listed in the Index
to Consolidated Financial Statements and Schedules. These consolidated financial
statements and consolidated financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on the
consolidated financial statements and consolidated financial statement schedules
based on our audits.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of MetLife, Inc. and
subsidiaries as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such consolidated
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

     As discussed in Note 1, the Company changed its method of accounting for
certain non-traditional long duration contracts and separate accounts, and for
embedded derivatives in certain insurance products as required by accounting
guidance which became effective on January 1, 2004 and October 1, 2003,
respectively, and recorded the impact as cumulative effects of changes in
accounting principles.

     We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of the
Company's internal control over financial reporting as of December 31, 2005,
based on the criteria established in Internal Control -- Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
and our report, dated February 28, 2006, expressed an unqualified opinion on
management's assessment of the effectiveness of the Company's internal control
over financial reporting and an unqualified opinion on the effectiveness of the
Company's internal control over financial reporting.

/s/  DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

New York, New York
February 28, 2006

                                       F-1


                                 METLIFE, INC.

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2005 AND 2004

                 (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)



                                                                2005       2004
                                                              --------   --------
                                                                   
ASSETS
Investments:
  Fixed maturities available-for-sale, at fair value
    (amortized cost: $223,926 and $166,611, respectively)...  $230,050   $176,377
  Trading securities, at fair value (cost: $830 and $0,
    respectively)...........................................       825         --
  Equity securities available-for-sale, at fair value (cost:
    $3,084 and $1,913, respectively)........................     3,338      2,188
  Mortgage and consumer loans...............................    37,190     32,406
  Policy loans..............................................     9,981      8,899
  Real estate and real estate joint ventures
    held-for-investment.....................................     4,665      3,076
  Real estate held-for-sale.................................        --      1,157
  Other limited partnership interests.......................     4,276      2,907
  Short-term investments....................................     3,306      2,662
  Other invested assets.....................................     8,078      5,295
                                                              --------   --------
    Total investments.......................................   301,709    234,967
Cash and cash equivalents...................................     4,018      4,048
Accrued investment income...................................     3,036      2,338
Premiums and other receivables..............................    12,186      6,695
Deferred policy acquisition costs and value of business
  acquired..................................................    19,641     14,327
Assets of subsidiaries held-for-sale........................        --        410
Goodwill....................................................     4,797        633
Other assets................................................     8,389      6,621
Separate account assets.....................................   127,869     86,769
                                                              --------   --------
    Total assets............................................  $481,645   $356,808
                                                              ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Future policy benefits....................................  $123,204   $100,154
  Policyholder account balances.............................   128,312     86,246
  Other policyholder funds..................................     8,331      7,251
  Policyholder dividends payable............................       917        898
  Policyholder dividend obligation..........................     1,607      2,243
  Short-term debt...........................................     1,414      1,445
  Long-term debt............................................     9,888      7,412
  Junior subordinated debt securities underlying common
    equity units............................................     2,134         --
  Shares subject to mandatory redemption....................       278        278
  Liabilities of subsidiaries held-for-sale.................        --        268
  Current income taxes payable..............................        69        421
  Deferred income taxes payable.............................     1,706      2,473
  Payables for collateral under securities loaned and other
    transactions............................................    34,515     28,678
  Other liabilities.........................................    12,300      9,448
  Separate account liabilities..............................   127,869     86,769
                                                              --------   --------
    Total liabilities.......................................   452,544    333,984
                                                              --------   --------
Stockholders' Equity:
Preferred stock, par value $0.01 per share; 200,000,000
  shares authorized; 84,000,000 shares issued and
  outstanding at December 31, 2005; none issued and
  outstanding at December 31, 2004; $2,100 aggregate
  liquidation preference....................................         1         --
Common stock, par value $0.01 per share; 3,000,000,000
  shares authorized; 786,766,664 shares issued at December
  31, 2005 and 2004; 757,537,064 shares and 732,487,999
  shares outstanding at December 31, 2005 and 2004,
  respectively..............................................         8          8
Additional paid-in capital..................................    17,274     15,037
Retained earnings...........................................    10,865      6,608
Treasury stock, at cost; 29,229,600 shares and 54,278,665
  shares at December 31, 2005 and 2004, respectively........      (959)    (1,785)
Accumulated other comprehensive income......................     1,912      2,956
                                                              --------   --------
    Total stockholders' equity..............................    29,101     22,824
                                                              --------   --------
    Total liabilities and stockholders' equity..............  $481,645   $356,808
                                                              ========   ========


          See accompanying notes to consolidated financial statements.

                                       F-2


                                 METLIFE, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                  (IN MILLIONS, EXCEPT PER COMMON SHARE DATA)



                                                               2005      2004      2003
                                                              -------   -------   -------
                                                                         
REVENUES
Premiums....................................................  $24,860   $22,200   $20,575
Universal life and investment-type product policy fees......    3,828     2,867     2,495
Net investment income.......................................   14,910    12,364    11,472
Other revenues..............................................    1,271     1,198     1,199
Net investment gains (losses)...............................      (93)      175      (551)
                                                              -------   -------   -------
     Total revenues.........................................   44,776    38,804    35,190
                                                              -------   -------   -------
EXPENSES
Policyholder benefits and claims............................   25,506    22,662    20,811
Interest credited to policyholder account balances..........    3,925     2,997     3,035
Policyholder dividends......................................    1,679     1,666     1,731
Other expenses..............................................    9,267     7,813     7,168
                                                              -------   -------   -------
     Total expenses.........................................   40,377    35,138    32,745
                                                              -------   -------   -------
Income from continuing operations before provision for
  income taxes..............................................    4,399     3,666     2,445
Provision for income taxes..................................    1,260     1,029       616
                                                              -------   -------   -------
Income from continuing operations...........................    3,139     2,637     1,829
Income from discontinued operations, net of income taxes....    1,575       207       414
                                                              -------   -------   -------
Income before cumulative effect of a change in accounting,
  net of income taxes.......................................    4,714     2,844     2,243
Cumulative effect of a change in accounting, net of income
  taxes.....................................................       --       (86)      (26)
                                                              -------   -------   -------
Net income..................................................    4,714     2,758     2,217
Preferred stock dividends...................................       63        --        --
Charge for conversion of company-obligated mandatorily
  redeemable securities of a subsidiary trust...............       --        --        21
                                                              -------   -------   -------
Net income available to common shareholders.................  $ 4,651   $ 2,758   $ 2,196
                                                              =======   =======   =======
Income from continuing operations available to common
  shareholders per common share
  Basic.....................................................  $  4.19   $  3.51   $  2.45
                                                              =======   =======   =======
  Diluted...................................................  $  4.16   $  3.49   $  2.42
                                                              =======   =======   =======
Net income available to common shareholders per common share
  Basic.....................................................  $  6.21   $  3.67   $  2.97
                                                              =======   =======   =======
  Diluted...................................................  $  6.16   $  3.65   $  2.94
                                                              =======   =======   =======
Cash dividends per common share.............................  $  0.52   $  0.46   $  0.23
                                                              =======   =======   =======


          See accompanying notes to consolidated financial statements.

                                       F-3


                                 METLIFE, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                 (IN MILLIONS)



                                                                 ADDITIONAL              TREASURY
                                            PREFERRED   COMMON    PAID-IN     RETAINED   STOCK AT
                                              STOCK     STOCK     CAPITAL     EARNINGS     COST
                                            ---------   ------   ----------   --------   --------
                                                                          
Balance at January 1, 2003................     $--        $8      $14,968     $ 2,807    $(2,405)
Treasury stock transactions, net..........                             20                    (92)
Issuance of shares -- by subsidiary.......                             24
Dividends on common stock.................                                       (175)
Settlement of common stock purchase
  contracts...............................                                       (656)     1,662
Premium on conversion of company-obligated
  mandatorily redeemable securities of a
  subsidiary trust........................                            (21)
Comprehensive income (loss):
  Net income..............................                                      2,217
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................
    Foreign currency translation
      adjustments.........................
    Minimum pension liability
      adjustment..........................
    Other comprehensive income (loss).....
  Comprehensive income (loss).............
                                               ---        --      -------     -------    -------
Balance at December 31, 2003..............      --         8       14,991       4,193       (835)
Treasury stock transactions, net..........                             46                   (950)
Dividends on common stock.................                                       (343)
Comprehensive income (loss):
  Net income..............................                                      2,758
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................
    Cumulative effect of a change in
      accounting, net of income taxes.....
    Foreign currency translation
      adjustments.........................
    Minimum pension liability
      adjustment..........................
    Other comprehensive income (loss).....
  Comprehensive income (loss).............
                                               ---        --      -------     -------    -------
Balance at December 31, 2004..............      --         8       15,037       6,608     (1,785)
Treasury stock transactions, net..........                             58                     99
Common stock issued in connection with
  acquisition.............................                            283                    727
Issuance of preferred stock...............       1                  2,042
Issuance of stock purchase contracts
  related to common equity units..........                           (146)
Dividends on preferred stock..............                                        (63)
Dividends on common stock.................                                       (394)
Comprehensive income (loss):
  Net income..............................                                      4,714
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................
    Foreign currency translation
      adjustments, net of income taxes....
    Minimum pension liability adjustment,
      net of income taxes.................
    Other comprehensive income (loss).....
  Comprehensive income (loss).............
                                               ---        --      -------     -------    -------
Balance at December 31, 2005..............     $ 1        $8      $17,274     $10,865    $  (959)
                                               ===        ==      =======     =======    =======


                                                        ACCUMULATED OTHER
                                                   COMPREHENSIVE INCOME (LOSS)
                                            -----------------------------------------
                                                               FOREIGN      MINIMUM
                                            NET UNREALIZED    CURRENCY      PENSION
                                              INVESTMENT     TRANSLATION   LIABILITY
                                            GAINS (LOSSES)   ADJUSTMENT    ADJUSTMENT    TOTAL
                                            --------------   -----------   ----------   -------
                                                                            
Balance at January 1, 2003................     $ 2,282          $(229)        $(46)     $17,385
Treasury stock transactions, net..........                                                  (72)
Issuance of shares -- by subsidiary.......                                                   24
Dividends on common stock.................                                                 (175)
Settlement of common stock purchase
  contracts...............................                                                1,006
Premium on conversion of company-obligated
  mandatorily redeemable securities of a
  subsidiary trust........................                                                  (21)
Comprehensive income (loss):
  Net income..............................                                                2,217
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................        (250)                                    (250)
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................         940                                      940
    Foreign currency translation
      adjustments.........................                        177                       177
    Minimum pension liability
      adjustment..........................                                     (82)         (82)
                                                                                        -------
    Other comprehensive income (loss).....                                                  785
                                                                                        -------
  Comprehensive income (loss).............                                                3,002
                                               -------          -----         ----      -------
Balance at December 31, 2003..............       2,972            (52)        (128)      21,149
Treasury stock transactions, net..........                                                 (904)
Dividends on common stock.................                                                 (343)
Comprehensive income (loss):
  Net income..............................                                                2,758
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................         (62)                                     (62)
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................          (6)                                      (6)
    Cumulative effect of a change in
      accounting, net of income taxes.....          90                                       90
    Foreign currency translation
      adjustments.........................                        144                       144
    Minimum pension liability
      adjustment..........................                                      (2)          (2)
                                                                                        -------
    Other comprehensive income (loss).....                                                  164
                                                                                        -------
  Comprehensive income (loss).............                                                2,922
                                               -------          -----         ----      -------
Balance at December 31, 2004..............       2,994             92         (130)      22,824
Treasury stock transactions, net..........                                                  157
Common stock issued in connection with
  acquisition.............................                                                1,010
Issuance of preferred stock...............                                                2,043
Issuance of stock purchase contracts
  related to common equity units..........                                                 (146)
Dividends on preferred stock..............                                                  (63)
Dividends on common stock.................                                                 (394)
Comprehensive income (loss):
  Net income..............................                                                4,714
  Other comprehensive income (loss):
    Unrealized gains (losses) on
      derivative instruments, net of
      income taxes........................         233                                      233
    Unrealized investment gains (losses),
      net of related offsets and income
      taxes...............................      (1,285)                                  (1,285)
    Foreign currency translation
      adjustments, net of income taxes....                        (81)                      (81)
    Minimum pension liability adjustment,
      net of income taxes.................                                      89           89
                                                                                        -------
    Other comprehensive income (loss).....                                               (1,044)
                                                                                        -------
  Comprehensive income (loss).............                                                3,670
                                               -------          -----         ----      -------
Balance at December 31, 2005..............     $ 1,942          $  11         $(41)     $29,101
                                               =======          =====         ====      =======


          See accompanying notes to consolidated financial statements.

                                       F-4


                                 METLIFE, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                 (IN MILLIONS)



                                                               2005        2004       2003
                                                             ---------   --------   ---------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................  $   4,714   $  2,758   $   2,217
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization expenses................        352        444         486
     Amortization of premiums and accretion of discounts
       associated with investments, net....................       (201)      (110)       (180)
     (Gains) losses from sales of investments and
       businesses, net.....................................     (2,271)      (302)        122
     Interest credited to policyholder account balances....      3,925      2,998       3,035
     Interest credited to bank deposits....................        106         38          17
     Universal life and investment-type product policy
       fees................................................     (3,828)    (2,867)     (2,495)
     Change in accrued investment income...................       (170)      (142)       (155)
     Change in premiums and other receivables..............        (37)        78        (334)
     Change in deferred policy acquisition costs, net......     (1,043)    (1,331)     (1,333)
     Change in insurance-related liabilities...............      5,709      5,346       4,698
     Change in trading securities..........................       (244)        --          --
     Change in income taxes payable........................        528       (135)        241
     Change in other assets................................        346       (497)       (471)
     Change in other liabilities...........................        506        356         320
     Other, net............................................       (387)      (124)        (41)
                                                             ---------   --------   ---------
Net cash provided by operating activities..................      8,005      6,510       6,127
                                                             ---------   --------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Sales, maturities and repayments of:
     Fixed maturities......................................    155,689     87,451      76,200
     Equity securities.....................................      1,062      1,686         612
     Mortgage and consumer loans...........................      8,462      3,954       3,483
     Real estate and real estate joint ventures............      3,668      1,268       1,088
     Other limited partnership interests...................      1,132        799         331
  Purchases of:
     Fixed maturities......................................   (169,102)   (94,266)   (101,526)
     Equity securities.....................................     (1,509)    (2,178)       (232)
     Mortgage and consumer loans...........................    (10,902)    (9,931)     (4,975)
     Real estate and real estate joint ventures............     (1,451)      (872)       (312)
     Other limited partnership interests...................     (1,105)      (894)       (643)
  Net change in short-term investments.....................      2,267       (740)         98
  Purchase of businesses, net of cash received of $852, $0
     and $27, respectively.................................    (10,160)        (7)         18
  Proceeds from sales of businesses, net of cash disposed
     of $43, $103 and $0, respectively.....................        260         29           5
  Net change in other invested assets......................       (426)      (575)       (803)
  Other, net...............................................       (495)      (141)       (222)
                                                             ---------   --------   ---------
Net cash used in investing activities......................  $ (22,610)  $(14,417)  $ (26,878)
                                                             ---------   --------   ---------


          See accompanying notes to consolidated financial statements.

                                       F-5


                                 METLIFE, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                 (IN MILLIONS)



                                                                2005       2004       2003
                                                              --------   --------   --------
                                                                           
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
    Deposits................................................  $ 52,077   $ 39,506   $ 40,371
    Withdrawals.............................................   (47,827)   (31,057)   (31,135)
  Net change in payables for collateral under securities
    loaned and other transactions...........................     4,138      1,595      9,221
  Net change in short-term debt.............................       (56)    (2,178)     2,481
  Long-term debt issued.....................................     3,940      1,822        926
  Long-term debt repaid.....................................    (1,430)      (119)      (763)
  Preferred stock issued....................................     2,100         --         --
  Dividends on preferred stock..............................       (63)        --         --
  Junior subordinated debt securities issued................     2,134         --         --
  Treasury stock acquired...................................        --     (1,000)       (97)
  Settlement of common stock purchase contracts.............        --         --      1,006
  Proceeds from offering of common stock by subsidiary,
    net.....................................................        --         --        317
  Dividends on common stock.................................      (394)      (343)      (175)
  Stock options exercised...................................        72         51          1
  Debt and equity issuance costs............................      (128)        --         --
  Other, net................................................       (46)         3          8
                                                              --------   --------   --------
Net cash provided by financing activities...................    14,517      8,280     22,161
                                                              --------   --------   --------
Change in cash and cash equivalents.........................       (88)       373      1,410
Cash and cash equivalents, beginning of year................     4,106      3,733      2,323
                                                              --------   --------   --------
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $  4,018   $  4,106   $  3,733
                                                              ========   ========   ========
Cash and cash equivalents, subsidiaries held-for-sale,
  beginning of year.........................................  $     58   $     57   $     66
                                                              ========   ========   ========
CASH AND CASH EQUIVALENTS, SUBSIDIARIES HELD-FOR-SALE, END
  OF YEAR...................................................  $     --   $     58   $     57
                                                              ========   ========   ========
Cash and cash equivalents, from continuing operations,
  beginning of year.........................................  $  4,048   $  3,676   $  2,257
                                                              ========   ========   ========
CASH AND CASH EQUIVALENTS, FROM CONTINUING OPERATIONS, END
  OF YEAR...................................................  $  4,018   $  4,048   $  3,676
                                                              ========   ========   ========
Supplemental disclosures of cash flow information:
  Net cash paid during the year for:
    Interest................................................  $    579   $    362   $    468
                                                              ========   ========   ========
    Income taxes............................................  $  1,391   $    977   $    702
                                                              ========   ========   ========
  Non-cash transactions during the year:
    Business acquisitions:
      Assets acquired.......................................  $102,112   $     20   $    153
      Less: liabilities assumed.............................    90,090         13        144
                                                              --------   --------   --------
      Net assets acquired...................................    12,022          7          9
      Less: cash paid.......................................    11,012          7          9
                                                              --------   --------   --------
      Business acquisition, common stock issued.............  $  1,010   $     --   $     --
                                                              ========   ========   ========
    Business Dispositions:
      Assets disposed.......................................  $    366   $    923   $      8
      Less: liabilities disposed............................       269        820          5
                                                              --------   --------   --------
      Net assets disposed...................................        97        103          3
      Plus: equity securities received......................        43         --         --
      Less: cash disposed...................................        43        103         --
                                                              --------   --------   --------
      Business disposition, net of cash disposed............  $     97   $     --   $      3
                                                              ========   ========   ========
  Contribution of equity securities to MetLife Foundation...  $      1   $     50   $     --
                                                              ========   ========   ========
  Accrual for stock purchase contracts related to common
    equity units............................................  $     97   $     --   $     --
                                                              ========   ========   ========
  Purchase money mortgage on real estate sale...............  $     --   $      2   $    196
                                                              ========   ========   ========
  MetLife Capital Trust I transactions......................  $     --   $     --   $  1,037
                                                              ========   ========   ========
  Real estate acquired in satisfaction of debt..............  $      1   $      7   $     14
                                                              ========   ========   ========
  Transfer from funds withheld at interest to fixed
    maturities..............................................  $     --   $    606   $     --
                                                              ========   ========   ========


          See accompanying notes to consolidated financial statements.

                                       F-6


                                 METLIFE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF ACCOUNTING POLICIES

  BUSINESS

     "MetLife" or the "Company" refers to MetLife, Inc., a Delaware corporation
incorporated in 1999 (the "Holding Company"), and its subsidiaries, including
Metropolitan Life Insurance Company ("Metropolitan Life"). MetLife, Inc. is a
leading provider of insurance and other financial services to millions of
individual and institutional customers throughout the United States. Through its
subsidiaries and affiliates, MetLife, Inc. offers 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, the
MetLife companies have direct insurance operations in Asia Pacific, Latin
America and Europe.

  BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
(i) the Holding Company and its subsidiaries; (ii) partnerships and joint
ventures in which the Company has control; and (iii) variable interest entities
("VIEs") for which the Company is deemed to be the primary beneficiary. Closed
block assets, liabilities, revenues and expenses are combined on a line-by-line
basis with the assets, liabilities, revenues and expenses outside the closed
block based on the nature of the particular item (see Note 7). Assets,
liabilities, revenues and expenses of the general account for 2005 and 2004
include amounts related to certain separate accounts previously reported in
separate account assets and liabilities. See "-- Application of Recent
Accounting Pronouncements." Intercompany accounts and transactions have been
eliminated.

     The Company uses the equity method of accounting for investments in equity
securities in which it has more than a 20% interest and for real estate joint
ventures and other limited partnership interests in which it has more than a
minor equity interest or more than minor influence over the partnership's
operations, but does not have a controlling interest and is not the primary
beneficiary. The Company uses the cost method of accounting for real estate
joint ventures and other limited partnership interests in which it has a minor
equity investment and virtually no influence over the partnership's operations.

     Minority interest related to consolidated entities included in other
liabilities was $1,291 million and $1,145 million at December 31, 2005 and 2004,
respectively.

     Certain amounts in the prior year periods' consolidated financial
statements have been reclassified to conform with the 2005 presentation. Such
reclassifications include $1,397 million and $880 million relating to net bank
deposits reclassified from net cash provided by operating activities to cash
flows from financing activities for the years ended December 31, 2004 and 2003,
respectively. This reclassification resulted from the reclassification of bank
deposit balances from other liabilities to policyholder account balances on the
consolidated balance sheet at December 31, 2004. In addition, $1,595 million and
$9,221 million relating to the net change in payable for collateral under
securities loaned and other transactions was reclassified from cash flows from
investing activities to cash flows from financing activities on the consolidated
statements of cash flows for the years ended December 31, 2004 and 2003,
respectively.

     On July 1, 2005, the Holding Company completed the acquisition of The
Travelers Insurance Company ("TIC"), excluding certain assets, most
significantly, Primerica, from Citigroup Inc. ("Citigroup"), and substantially
all of Citigroup's international insurance businesses (collectively,
"Travelers"), which is more fully described in Note 2. The acquisition is being
accounted for using the purchase method of accounting. Travelers' assets,
liabilities and results of operations are included in the Company's results
beginning July 1, 2005. The accounting policies of Travelers were conformed to
MetLife upon acquisition.

                                       F-7

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  SUMMARY OF CRITICAL ACCOUNTING ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP") requires
management to adopt accounting policies and make estimates and assumptions that
affect amounts reported in the consolidated financial statements. The most
critical estimates include those used in determining: (i) investment
impairments; (ii) the fair value of investments in the absence of quoted market
values; (iii) application of the consolidation rules to certain investments;
(iv) the fair value of and accounting for derivatives; (v) the capitalization
and amortization of deferred policy acquisition costs ("DAC"), including value
of business acquired ("VOBA"); (vi) the measurement of goodwill and related
impairment, if any; (vii) the liability for future policyholder benefits; (viii)
accounting for reinsurance transactions; (ix) the liability for litigation and
regulatory matters; and (x) accounting for employee benefit plans. The
application of purchase accounting requires the use of estimation techniques in
determining the fair value of the assets acquired and liabilities assumed -- the
most significant of which relate to the aforementioned critical estimates. In
applying these policies, management makes subjective and complex judgments that
frequently require estimates about matters that are inherently uncertain. Many
of these policies, estimates and related judgments are common in the insurance
and financial services industries; others are specific to the Company's
businesses and operations. Actual results could differ from these estimates.

  Investments

     The Company's principal investments are in fixed maturities, mortgage and
consumer loans, other limited partnerships, and real estate and real estate
joint ventures, all of which are exposed to three primary sources of investment
risk: credit, interest rate and market valuation. The financial statement risks
are those associated with the recognition of impairments and income, as well as
the determination of fair values. The assessment of whether impairments have
occurred is based on management's case-by-case evaluation of the underlying
reasons for the decline in fair value. Management considers a wide range of
factors about the security issuer and uses its best judgment in evaluating the
cause of the decline in the estimated fair value of the security and in
assessing the prospects for near-term recovery. Inherent in management's
evaluation of the security are assumptions and estimates about the operations of
the issuer and its future earnings potential. Considerations used by the Company
in the impairment evaluation process include, but are not limited to: (i) the
length of time and the extent to which the market value has been below cost or
amortized cost; (ii) the potential for impairments of securities when the issuer
is experiencing significant financial difficulties; (iii) the potential for
impairments in an entire industry sector or sub-sector; (iv) the potential for
impairments in certain economically depressed geographic locations; (v) the
potential for impairments of securities where the issuer, series of issuers or
industry has suffered a catastrophic type of loss or has exhausted natural
resources; (vi) the Company's ability and intent to hold the security for a
period of time sufficient to allow for the recovery of its value to an amount
equal to or greater than cost or amortized cost; (vii) unfavorable changes in
forecasted cash flows on asset-backed securities; and (viii) other subjective
factors, including concentrations and information obtained from regulators and
rating agencies. In addition, the earnings on certain investments are dependent
upon market conditions, which could result in prepayments and changes in amounts
to be earned due to changing interest rates or equity markets. The determination
of fair values in the absence of quoted market values is based on: (i) valuation
methodologies; (ii) securities the Company deems to be comparable; and (iii)
assumptions deemed appropriate given the circumstances. The use of different
methodologies and assumptions may have a material effect on the estimated fair
value amounts. In addition, the Company enters into certain structured
investment transactions, real estate joint ventures and limited partnerships for
which the Company may be deemed to be the primary beneficiary and, therefore,
may be required to consolidate such investments. The accounting rules for the
determination of the primary beneficiary are complex and require evaluation of
the contractual rights and obligations associated with each party involved in
the entity, an

                                       F-8

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

estimate of the entity's expected losses and expected residual returns and the
allocation of such estimates to each party.

  Derivatives

     The Company enters into freestanding derivative transactions primarily to
manage the risk associated with variability in cash flows or changes in fair
values related to the Company's financial assets and liabilities. The Company
also uses derivative instruments to hedge its currency exposure associated with
net investments in certain foreign operations. The Company also purchases
investment securities, issues certain insurance policies and engages in certain
reinsurance contracts that have embedded derivatives. The associated financial
statement risk is the volatility in net income which can result from (i) changes
in fair value of derivatives not qualifying as accounting hedges; (ii)
ineffectiveness of designated hedges; and (iii) counterparty default. In
addition, there is a risk that embedded derivatives requiring bifurcation are
not identified and reported at fair value in the consolidated financial
statements. Accounting for derivatives is complex, as evidenced by significant
authoritative interpretations of the primary accounting standards which continue
to evolve, as well as the significant judgments and estimates involved in
determining fair value in the absence of quoted market values. These estimates
are based on valuation methodologies and assumptions deemed appropriate under
the circumstances. Such assumptions include estimated volatility and interest
rates used in the determination of fair value where quoted market values are not
available. The use of different assumptions may have a material effect on the
estimated fair value amounts.

  Deferred Policy Acquisition Costs and Value of Business Acquired

     The Company incurs significant costs in connection with acquiring new and
renewal insurance business. These costs, which vary with and are primarily
related to the production of that business, are deferred. The recovery of DAC is
dependent upon the future profitability of the related business. The amount of
future profit is dependent principally on investment returns in excess of the
amounts credited to policyholders, mortality, morbidity, persistency, interest
crediting rates, expenses to administer the business, creditworthiness of
reinsurance counterparties and certain economic variables, such as inflation. Of
these factors, the Company anticipates that investment returns are most likely
to impact the rate of amortization of such costs. The aforementioned factors
enter into management's estimates of gross margins and profits, which generally
are used to amortize such costs. VOBA, included in DAC, reflects the estimated
fair value of in-force contracts in a life insurance company acquisition and
represents the portion of the purchase price that is allocated to the value of
the right to receive future cash flows from the insurance and annuity contracts
in force at the acquisition date. VOBA is based on actuarially determined
projections, by each block of business, of future policy and contract charges,
premiums, mortality and morbidity, separate account performance, surrenders,
operating expenses, investment returns and other factors. Actual experience on
the purchased business may vary from these projections. Revisions to estimates
result in changes to the amounts expensed in the reporting period in which the
revisions are made and could result in the impairment of the asset and a charge
to income if estimated future gross margins and profits are less than amounts
deferred. In addition, the Company utilizes the reversion to the mean
assumption, a common industry practice, in its determination of the amortization
of DAC. This practice assumes that the expectation for long-term appreciation in
equity markets is not changed by minor short-term market fluctuations, but that
it does change when large interim deviations have occurred.

  Goodwill

     Goodwill is the excess of cost over the fair value of net assets acquired.
The Company tests goodwill for impairment at least annually or more frequently
if events or circumstances, such as adverse changes in the business climate,
indicate that there may be justification for conducting an interim test.
Impairment testing is performed using the fair value approach, which requires
the use of estimates and judgment, at the "reporting unit" level. A reporting
unit is the operating segment, or a business that is one level below the
operating

                                       F-9

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

segment if discrete financial information is prepared and regularly reviewed by
management at that level. For purposes of goodwill impairment testing, goodwill
within Corporate & Other is allocated to reporting units within the Company's
business segments. If the carrying value of a reporting unit's goodwill exceeds
its fair value, the excess is recognized as an impairment and recorded as a
charge against net income. The fair values of the reporting units are determined
using a market multiple or discounted cash flow model. The critical estimates
necessary in determining fair value are projected earnings, comparative market
multiples and the discount rate.

  Liability for Future Policy Benefits and Unpaid Claims and Claim Expenses

     The Company establishes liabilities for amounts payable under insurance
policies, including traditional life insurance, traditional annuities and
non-medical health insurance. Generally, amounts are payable over an extended
period of time and liabilities are established based on methods and underlying
assumptions in accordance with GAAP and applicable actuarial standards.
Principal assumptions used in the establishment of liabilities for future policy
benefits are mortality, morbidity, expenses, persistency, investment returns and
inflation. Utilizing these assumptions, liabilities are established on a block
of business basis.

     The Company also establishes liabilities for unpaid claims and claim
expenses for property and casualty claim insurance which represent the amount
estimated for claims that have been reported but not settled and claims incurred
but not reported. Liabilities for unpaid claims are estimated based upon the
Company's historical experience and other actuarial assumptions that consider
the effects of current developments, anticipated trends and risk management
programs, reduced for anticipated salvage and subrogation.

     Differences between actual experience and the assumptions used in pricing
these policies and in the establishment of liabilities result in variances in
profit and could result in losses. The effects of changes in such estimated
liabilities are included in the results of operations in the period in which the
changes occur.

  Reinsurance

     The Company enters into reinsurance transactions as both a provider and a
purchaser of reinsurance. Accounting for reinsurance requires extensive use of
assumptions and estimates, particularly related to the future performance of the
underlying business and the potential impact of counterparty credit risks. The
Company periodically reviews actual and anticipated experience compared to the
aforementioned assumptions used to establish assets and liabilities relating to
ceded and assumed reinsurance and evaluates the financial strength of
counterparties to its reinsurance agreements using criteria similar to that
evaluated in the security impairment process discussed previously. Additionally,
for each of its reinsurance contracts, the Company must determine if the
contract provides indemnification against loss or liability relating to
insurance risk, in accordance with applicable accounting standards. The Company
must review all contractual features, particularly those that may limit the
amount of insurance risk to which the reinsurer is subject or features that
delay the timely reimbursement of claims. If the Company determines that a
reinsurance contract does not expose the reinsurer to a reasonable possibility
of a significant loss from insurance risk, the Company records the contract
using the deposit method of accounting.

  Litigation

     The Company is a party to a number of legal actions and regulatory
investigations. Given the inherent unpredictability of these matters, it is
difficult to estimate the impact on the Company's consolidated financial
position. Liabilities are established when it is probable that a loss has been
incurred and the amount of the loss can be reasonably estimated. Liabilities
related to certain lawsuits, including the Company's asbestos-related liability,
are especially difficult to estimate due to the limitation of available data and
uncertainty regarding numerous variables used to determine amounts recorded. The
data and variables that impact the assumptions used to estimate the Company's
asbestos-related liability include the number of future claims, the cost to
                                       F-10

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

resolve claims, the disease mix and severity of disease, the jurisdiction of
claims filed, tort reform efforts and the impact of any possible future adverse
verdicts and their amounts. On a quarterly and annual basis, the Company reviews
relevant information with respect to liabilities for litigation, regulatory
investigations and litigation-related contingencies to be reflected in the
Company's consolidated financial statements. The review includes senior legal
and financial personnel. It is possible that an adverse outcome in certain of
the Company's litigation and regulatory investigations, including
asbestos-related cases, or the use of different assumptions in the determination
of amounts recorded could have a material effect upon the Company's consolidated
net income or cash flows in particular quarterly or annual periods.

  Employee Benefit Plans

     Certain subsidiaries of the Holding Company sponsor pension and other
retirement plans in various forms covering employees who meet specified
eligibility requirements. The reported expense and liability associated with
these plans require an extensive use of assumptions which include the discount
rate, expected return on plan assets and rate of future compensation increases
as determined by the Company. Management determines these assumptions based upon
currently available market and industry data, historical performance of the plan
and its assets, and consultation with an independent consulting actuarial firm.
These assumptions used by the Company may differ materially from actual results
due to changing market and economic conditions, higher or lower withdrawal rates
or longer or shorter life spans of the participants. These differences may have
a significant effect on the Company's consolidated financial statements and
liquidity.

  SIGNIFICANT ACCOUNTING POLICIES

  Investments

     The Company's fixed maturity and equity securities are classified as
available-for-sale and are reported at their estimated fair value. Unrealized
investment gains and losses on securities are recorded as a separate component
of other comprehensive income or loss, net of policyholder related amounts and
deferred income taxes. The cost of fixed maturity and equity securities is
adjusted for impairments in value deemed to be other-than-temporary in the
period in which the determination is made. These adjustments are recorded as
investment losses. The assessment of whether such impairment has occurred is
based on management's case-by-case evaluation of the underlying reasons for the
decline in fair value. Management considers a wide range of factors, as
described in "-- Summary of Critical Accounting Estimates-Investments," about
the security issuer and uses its best judgment in evaluating the cause of the
decline in the estimated fair value of the security and in assessing the
prospects for near-term recovery. Inherent in management's evaluation of the
security are assumptions and estimates about the operations of the issuer and
its future earnings potential.

     The Company's review of its fixed maturities and equity securities for
impairments also includes an analysis of the total gross unrealized losses by
three categories of securities: (i) securities where the estimated fair value
had declined and remained below cost or amortized cost by less than 20%; (ii)
securities where the estimated fair value had declined and remained below cost
or amortized cost by 20% or more for less than six months; and (iii) securities
where the estimated fair value had declined and remained below cost or amortized
cost by 20% or more for six months or greater.

     Investment gains and losses on sales of securities are determined on a
specific identification basis. All security transactions are recorded on a trade
date basis. Amortization of premium and accretion of discount on fixed maturity
securities is recorded using the effective interest method.

     Mortgage and consumer loans are stated at amortized cost, net of valuation
allowances. Loans are considered to be impaired when it is probable that, based
upon current information and events, the Company will be unable to collect all
amounts due under the contractual terms of the loan agreement. Valuation

                                       F-11

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

allowances are established for the excess carrying value of the loan over the
present value of expected future cash flows discounted at the loan's original
effective interest rate, the value of the loan's collateral or the loan's market
value if the loan is being sold. The Company also establishes allowances for
loan loss when a loss contingency exists for pools of loans with similar
characteristics, for example, mortgage loans based on similar property types and
loan to value risk factors. A loss contingency exists when the likelihood that a
future event will occur is probable based on past events. Changes in valuation
allowances are included in net investment gains and losses. Interest income
earned on impaired loans is accrued on the principal amount of the loan based on
the loan's contractual interest rate. However, interest ceases to be accrued for
loans on which interest is generally more than 60 days past due and/or where the
collection of interest is not considered probable. Cash receipts on impaired
loans are recorded as a reduction of the recorded investment.

     Real estate held-for-investment, including related improvements, is stated
at cost less accumulated depreciation. Depreciation is provided on a
straight-line basis over the estimated useful life of the asset (typically 20 to
55 years). Once the Company identifies a property that is expected to be sold
within one year and commences a firm plan for marketing the property, the
Company, if applicable, classifies the property as held-for-sale and reports the
related net investment income and any resulting investment gains and losses as
discontinued operations. Real estate held-for-sale is stated at the lower of
depreciated cost or fair value less expected disposition costs. Real estate is
not depreciated while it is classified as held-for-sale. Cost of real estate
held-for-investment is adjusted for impairment whenever events or changes in
circumstances indicate the carrying amount of the asset may not be recoverable.
Impaired real estate is written down to estimated fair value with the impairment
loss being included in net investment gains and losses. Impairment losses are
based upon the estimated fair value of real estate, which is generally computed
using the present value of expected future cash flows from the real estate
discounted at a rate commensurate with the underlying risks. Real estate
acquired upon foreclosure of commercial and agricultural mortgage loans is
recorded at the lower of estimated fair value or the carrying value of the
mortgage loan at the date of foreclosure.

     Policy loans are stated at unpaid principal balances.

     Short-term investments are stated at amortized cost, which approximates
fair value.

     Other invested assets consist principally of leveraged leases and funds
withheld at interest. The leveraged leases are recorded net of non-recourse
debt. The Company participates in lease transactions which are diversified by
industry, asset type and geographic area. The Company regularly reviews residual
values and impairs residuals to expected values as needed. Funds withheld
represent amounts contractually withheld by ceding companies in accordance with
reinsurance agreements. For agreements written on a modified coinsurance basis
and certain agreements written on a coinsurance basis, assets supporting the
reinsured policies and equal to the net statutory reserves are withheld and
continue to be legally owned by the ceding companies. Other invested assets also
includes derivative revaluation gains and the fair value of embedded derivatives
related to funds withheld and modified coinsurance contracts. The Company
recognizes interest on funds withheld in accordance with the treaty terms as
investment income is earned on the assets supporting the reinsured policies.
Interest on funds withheld is reported in net investment income in the
consolidated financial statements.

     The Company participates in structured investment transactions, primarily
asset securitizations and structured notes. These transactions enhance the
Company's total return on its investment portfolio principally by generating
management fee income on asset securitizations and by providing equity-based
returns on debt securities through structured notes and similar instruments.

     The Company sponsors financial asset securitizations of high yield debt
securities, investment grade bonds and structured finance securities and also is
the collateral manager and a beneficial interest holder in such transactions. As
the collateral manager, the Company earns management fees on the outstanding
securitized asset balance, which are recorded in income as earned. When the
Company transfers assets to a

                                       F-12

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

bankruptcy-remote special purpose entity ("SPE") and surrenders control over the
transferred assets, the transaction is accounted for as a sale. Gains or losses
on securitizations are determined with reference to the carrying amount of the
financial assets transferred, which is allocated to the assets sold and the
beneficial interests retained based on relative fair values at the date of
transfer. Beneficial interests in securitizations are carried at fair value in
fixed maturities. Income on these beneficial interests is recognized using the
prospective method. The SPEs used to securitize assets are not consolidated by
the Company because the Company has determined that it is not the primary
beneficiary of these entities. Prior to the adoption of Financial Accounting
Standards Board ("FASB") Interpretation ("FIN") No. 46, Consolidation of
Variable Interest Entities -- An Interpretation of Accounting Research Bulletin
("ARB") No. 51 ("FIN 46"), and its December 2003 revision ("FIN 46(r)"), such
SPEs were not consolidated because they did not meet the criteria for
consolidation under previous accounting guidance.

     The Company purchases or receives beneficial interests in SPEs, which
generally acquire financial assets, including corporate equities, debt
securities and purchased options. The Company has not guaranteed the
performance, liquidity or obligations of the SPEs and the Company's exposure to
loss is limited to its carrying value of the beneficial interests in the SPEs.
The Company uses the beneficial interests as part of its risk management
strategy, including asset-liability management. These SPEs are not consolidated
by the Company because the Company has determined that it is not the primary
beneficiary of these entities based on the framework provided in FIN 46(r).
These beneficial interests are generally structured notes, which are included in
fixed maturities, and their income is recognized using the retrospective
interest method or the level yield method, as appropriate. Impairments of these
beneficial interests are included in net investment gains (losses).

  Trading Securities

     During 2005, the Company established a trading securities portfolio to
support investment strategies that involve the active and frequent purchase and
sale of securities. Trading securities are recorded at fair value with
subsequent changes in fair value recognized in net investment income.

  Derivative Financial Instruments

     Derivatives are financial instruments whose values are derived from
interest rates, foreign exchange rates, or other financial indices. Derivatives
may be exchange traded or contracted in the over-the-counter market. The Company
uses a variety of derivatives, including swaps, forwards, futures and option
contracts, to manage its various risks. Additionally, the Company enters into
income generation and replication derivatives as permitted by its insurance
subsidiaries' Derivatives Use Plans approved by the applicable state insurance
departments. Freestanding derivatives are carried on the Company's consolidated
balance sheet either as assets within other invested assets or as liabilities
within other liabilities at fair value as determined by quoted market prices or
through the use of pricing models. Values can be affected by changes in interest
rates, foreign exchange rates, financial indices, credit spreads, market
volatility, and liquidity. Values can also be affected by changes in estimates
and assumptions used in pricing models. If a derivative is not designated as an
accounting hedge or its use in managing risk does not qualify for hedge
accounting pursuant to Statement of Financial Accounting Standards ("SFAS") No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"),
as amended, changes in the fair value of the derivative are reported in net
investment gains (losses), in interest credited to policyholder account balances
for economic hedges of liabilities embedded in certain variable annuity products
offered by the Company or in net investment income for economic hedges of equity
method investments in joint ventures.

     To qualify for hedge accounting, at the inception of the hedging
relationship, the Company formally documents its risk management objective and
strategy for undertaking the hedging transaction, as well as its designation of
the hedge as either (i) a hedge of the fair value of a recognized asset or
liability or an

                                       F-13

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

unrecognized firm commitment ("fair value hedge"); (ii) a hedge of a forecasted
transaction or of the variability of cash flows to be received or paid related
to a recognized asset or liability ("cash flow hedge"); or (iii) a hedge of a
net investment in a foreign operation. In this documentation, the Company sets
forth how the hedging instrument is expected to hedge the designated risks
related to the hedged item and sets forth the method that will be used to
retrospectively and prospectively assess the hedging instrument's effectiveness
and the method which will be used to measure ineffectiveness. A derivative
designated as a hedging instrument must be assessed as being highly effective in
offsetting the designated risk of the hedged item. Hedge effectiveness is
formally assessed at inception and periodically throughout the life of the
designated hedging relationship.

     Under a fair value hedge, changes in the fair value of the hedging
derivative, including amounts measured as ineffectiveness, and changes in the
fair value of the hedged item related to the designated risk being hedged, are
reported within net investment gains (losses). The fair values of the hedging
derivatives are exclusive of any accruals that are separately reported in the
consolidated statement of income within interest income or interest expense to
match the location of the hedged item.

     Under a cash flow hedge, changes in the fair value of the hedging
derivative measured as effective are reported within other comprehensive income
(loss), a separate component of shareholders' equity, and the deferred gains or
losses on the derivative are reclassified into the consolidated statement of
income when the Company's earnings are affected by the variability in cash flows
of the hedged item. Changes in the fair value of the hedging instrument measured
as ineffectiveness are reported within net investment gains (losses). The fair
values of the hedging derivatives are exclusive of any accruals that are
separately reported in the consolidated statement of income within interest
income or interest expense to match the location of the hedged item.

     In a hedge of a net investment in a foreign operation, changes in the fair
value of the hedging derivative that are measured as effective are reported
within other comprehensive income (loss) consistent with the translation
adjustment for the hedged net investment in the foreign operation. Changes in
the fair value of the hedging instrument measured as ineffectiveness are
reported within net investment gains (losses).

     The Company discontinues hedge accounting prospectively when: (i) it is
determined that the derivative is no longer highly effective in offsetting
changes in the fair value or cash flows of a hedged item; (ii) the derivative
expires, is sold, terminated, or exercised; (iii) it is no longer probable that
the hedged forecasted transaction will occur; (iv) a hedged firm commitment no
longer meets the definition of a firm commitment; or (v) the derivative is
de-designated as a hedging instrument.

     When hedge accounting is discontinued because it is determined that the
derivative is not highly effective in offsetting changes in the fair value or
cash flows of a hedged item, the derivative continues to be carried on the
consolidated balance sheet at its fair value, with changes in fair value
recognized currently in net investment gains (losses). The carrying value of the
hedged recognized asset or liability under a fair value hedge is no longer
adjusted for changes in its fair value due to the hedged risk, and the
cumulative adjustment to its carrying value is amortized into income over the
remaining life of the hedged item. Provided the hedged forecasted transaction is
still probable of occurrence, the changes in fair value of derivatives recorded
in other comprehensive income (loss) related to discontinued cash flow hedges
are released into the consolidated statement of income when the Company's
earnings are affected by the variability in cash flows of the hedged item.

     When hedge accounting is discontinued because it is no longer probable that
the forecasted transactions will occur by the end of the specified time period
or the hedged item no longer meets the definition of a firm commitment, the
derivative continues to be carried on the consolidated balance sheet at its fair
value, with changes in fair value recognized currently in net investment gains
(losses). Any asset or liability associated with a recognized firm commitment is
derecognized from the consolidated balance sheet, and recorded

                                       F-14

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

currently in net investment gains (losses). Deferred gains and losses of a
derivative recorded in other comprehensive income (loss) pursuant to the cash
flow hedge of a forecasted transaction are recognized immediately in net
investment gains (losses).

     In all other situations in which hedge accounting is discontinued, the
derivative is carried at its fair value on the consolidated balance sheet, with
changes in its fair value recognized in the current period as net investment
gains (losses).

     The Company is also a party to financial instruments that contain terms
which are deemed to be embedded derivatives. The Company assesses each
identified embedded derivative to determine whether it is required to be
bifurcated under SFAS 133. If the instrument would not be accounted for in its
entirety at fair value and it is determined that the terms of the embedded
derivative are not clearly and closely related to the economic characteristics
of the host contract, and that a separate instrument with the same terms would
qualify as a derivative instrument, the embedded derivative is bifurcated from
the host contract and accounted for as a freestanding derivative. Such embedded
derivatives are carried on the consolidated balance sheet at fair value with the
host contract and changes in their fair value are reported currently in net
investment gains (losses). If the Company is unable to properly identify and
measure an embedded derivative for separation from its host contract, the entire
contract is carried on the balance sheet at fair value, with changes in fair
value recognized in the current period in net investment gains (losses).

  Cash and Cash Equivalents

     The Company considers all highly liquid investments purchased with an
original or remaining maturity of three months or less at the date of purchase
to be cash equivalents.

  Property, Equipment, Leasehold Improvements and Computer Software

     Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization.
Depreciation is determined using either the straight-line or
sum-of-the-years-digits method over the estimated useful lives of the assets, as
appropriate. The estimated life for company occupied real estate property is
generally 40 years. Estimated lives generally range from five to ten years for
leasehold improvements and three to seven years for all other property and
equipment. The cost basis of the property, equipment and leasehold improvements
was $1,418 million and $1,258 million at December 31, 2005 and 2004,
respectively. Accumulated depreciation and amortization of property, equipment
and leasehold improvements was $625 million and $565 million at December 31,
2005 and 2004, respectively. Related depreciation and amortization expense was
$117 million, $112 million and $117 million for the years ended December 31,
2005, 2004 and 2003, respectively.

     Computer software, which is included in other assets, is stated at cost,
less accumulated amortization. Purchased software costs, as well as internal and
external costs incurred to develop internal-use computer software during the
application development stage, are capitalized. Such costs are amortized
generally over a four-year period using the straight-line method. The cost basis
of computer software was $1,010 million and $868 million at December 31, 2005
and 2004, respectively. Accumulated amortization of capitalized software was
$661 million and $552 million at December 31, 2005 and 2004, respectively.
Related amortization expense was $111 million, $139 million and $154 million for
the years ended December 31, 2005, 2004 and 2003, respectively.

  Deferred Policy Acquisition Costs and Value of Business Acquired

     The costs of acquiring new and renewal insurance business that vary with,
and are primarily related to, the production of that business are deferred. Such
costs consist principally of commissions and agency and

                                       F-15

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

policy issue expenses. VOBA, included as part of DAC, represents the present
value of estimated future profits to be generated from existing insurance
contracts in-force at the date of acquisition.

     DAC is amortized with interest over the expected life of the contract for
participating traditional life, universal life and investment-type products.
Generally, DAC is amortized in proportion to the present value of estimated
gross margins or profits from investment, mortality, expense margins and
surrender charges. Interest rates used to compute the present value of estimated
gross margins and profits are based on rates in effect at the inception or
acquisition of the contracts.

     Actual gross margins or profits can vary from management's estimates
resulting in increases or decreases in the rate of amortization. Management
utilizes the reversion to the mean assumption, a common industry practice, in
its determination of the amortization of DAC. This practice assumes that the
expectation for long-term equity investment appreciation is not changed by minor
short-term market fluctuations, but that it does change when large interim
deviations have occurred. Management periodically updates these estimates and
evaluates the recoverability of DAC. When appropriate, management revises its
assumptions of the estimated gross margins or profits of these contracts, and
the cumulative amortization is re-estimated and adjusted by a cumulative charge
or credit to current operations.

     DAC for non-participating traditional life, non-medical health and annuity
policies with life contingencies is amortized in proportion to anticipated
premiums. Assumptions as to anticipated premiums are made at the date of policy
issuance or acquisition and are consistently applied during the lives of the
contracts. Deviations from estimated experience are included in operations when
they occur. For these contracts, the amortization period is typically the
estimated life of the policy.

     Policy acquisition costs related to internally replaced contracts are
expensed at the date of replacement.

     DAC for property and casualty insurance contracts, which is primarily
comprised of commissions and certain underwriting expenses, are deferred and
amortized on a pro rata basis over the applicable contract term or reinsurance
treaty.

  Sales Inducements

     The Company has two different types of sales inducements which are included
in other assets: (i) the policyholder receives a bonus whereby the
policyholder's initial account balance is increased by an amount equal to a
specified percentage of the customer's deposit; and (ii) the policyholder
receives a higher interest rate using a dollar cost averaging method than would
have been received based on the normal general account interest rate credited.
The Company defers sales inducements and amortizes them over the life of the
policy using the same methodology and assumptions used to amortize DAC.

  Goodwill

     Goodwill is the excess of cost over the fair value of net assets acquired.
Changes in goodwill are as follows:



                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              -------   -----   ------
                                                                   (IN MILLIONS)
                                                                       
Balance, beginning of year..................................  $  633    $628    $ 750
Acquisitions................................................   4,180       4        3
Dispositions and other......................................     (16)      1     (125)
                                                              ------    ----    -----
Balance, end of year........................................  $4,797    $633    $ 628
                                                              ======    ====    =====


                                       F-16

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Goodwill is not amortized but is tested for impairment at least annually or
more frequently if events or circumstances, such as adverse changes in the
business climate, indicate that there may be justification for conducting an
interim test. Impairment testing is performed using the fair value approach,
which requires the use of estimates and judgment, at the "reporting unit" level.
A reporting unit is the operating segment, or a business one level below that
operating segment if discrete financial information is prepared and regularly
reviewed by management at that level. For purposes of goodwill impairment
testing, goodwill within Corporate & Other is allocated to reporting units
within the Company's business segments. If the carrying value of a reporting
unit's goodwill exceeds its fair value, the excess is recognized as an
impairment and recorded as a charge against net income. The fair values of the
reporting units are determined using a market multiple or a discounted cash flow
model.

  Liability for Future Policy Benefits and Policyholder Account Balances

     Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (i) net level premium reserves
for death and endowment policy benefits (calculated based upon the
non-forfeiture interest rate, ranging from 3% to 7% for domestic business and 3%
to 12% for international business, and mortality rates guaranteed in calculating
the cash surrender values described in such contracts); and (ii) the liability
for terminal dividends.

     Future policy benefits for non-participating traditional life insurance
policies are equal to the aggregate of the present value of future benefit
payments and related expenses less the present value of future net premiums.
Assumptions as to mortality and persistency are based upon the Company's
experience when the basis of the liability is established. Interest rates for
the aggregate future policy benefit liabilities range from 4% to 7% for domestic
business and 2% to 10% for international business.

     Participating business represented approximately 11% and 14% of the
Company's life insurance in-force, and 41% and 56% of the number of life
insurance policies in-force, at December 31, 2005 and 2004, respectively.
Participating policies represented approximately 31% and 30%, 35% and 34%, and
38% and 38% of gross and net life insurance premiums for the years ended
December 31, 2005, 2004 and 2003, respectively. The percentages indicated are
calculated excluding the business of the Reinsurance segment.

     Future policy benefit liabilities for individual and group traditional
fixed annuities after annuitization are equal to the present value of expected
future payments. Interest rates used in establishing such liabilities range from
2% to 11% and for domestic business and 2% to 10% for international business.

     Future policy benefit liabilities for non-medical health insurance are
calculated using the net level premium method and assumptions as to future
morbidity, withdrawals and interest, which provide a margin for adverse
deviation. Interest rates used in establishing such liabilities range from 3% to
7% for domestic business and 2% to 10% for international business.

     Future policy benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to claim
terminations, expenses and interest. Interest rates used in establishing such
liabilities range from 3% to 8% for domestic business and 2% to 10% for
international business.

     Liabilities for unpaid claims and claim expenses for property and casualty
insurance are included in future policyholder benefits and are estimated based
upon the Company's historical experience and other actuarial assumptions that
consider the effects of current developments, anticipated trends and risk
management programs, reduced for anticipated salvage and subrogation. The
effects of changes in such estimated liabilities are included in the results of
operations in the period in which the changes occur.

     Policyholder account balances relate to investment-type contracts and
universal life-type policies. Investment-type contracts principally include
traditional individual fixed annuities in the accumulation phase and
non-variable group annuity contracts. Policyholder account balances are equal to
(i) policy account

                                       F-17

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

values, which consist of an accumulation of gross premium payments; (ii)
credited interest, ranging from 0.3% to 14% for domestic business and 1% to 18%
for international business, less expenses, mortality charges, and withdrawals;
and (iii) fair value adjustments relating to business combinations. Bank
deposits are also included in policyholder account balances.

     The Company issues fixed and floating rate obligations under its guaranteed
interest contract ("GIC") program which are denominated in either U.S. dollars
or foreign currencies. During the years ended December 31, 2005, 2004 and 2003,
the Company issued $4,018 million, $3,958 million and $4,349 million,
respectively, in such obligations. During the years ended December 31, 2005,
2004 and 2003, there were repayments of $1,052 million, $150 million and $47
million, respectively, of GICs under this program. In addition, the acquisition
of Travelers increased the balance by $5,293 million in GICs as of December 31,
2005. Accordingly, the GICs outstanding, which are included in policyholder
account balances in the accompanying consolidated balance sheets, were $17,442
million and $9,017 million at December 31, 2005 and 2004, respectively. Interest
credited on the contracts for the years ended December 31, 2005, 2004 and 2003
was $464 million, $142 million and $58 million, respectively.

     The Company establishes future policy benefit liabilities for minimum death
and income benefit guarantees relating to certain annuity contracts and
secondary and paid up guarantees relating to certain life policies as follows:

     - Annuity guaranteed death benefit liabilities are determined by estimating
       the expected value of death benefits in excess of the projected account
       balance and recognizing the excess ratably over the accumulation period
       based on total expected assessments. The Company regularly evaluates
       estimates used and adjusts the additional liability balance, with a
       related charge or credit to benefit expense, if actual experience or
       other evidence suggests that earlier assumptions should be revised. The
       assumptions used in estimating the liabilities are consistent with those
       used for amortizing DAC, including the mean reversion assumption. The
       assumptions of investment performance and volatility are consistent with
       the historical experience of the Standard & Poor's 500 Index ("S&P"). The
       benefits used in calculating the liabilities are based on the average
       benefits payable over a range of scenarios.

     - Guaranteed income benefit liabilities are determined by estimating the
       expected value of the income benefits in excess of the projected account
       balance at the date of annuitization and recognizing the excess ratably
       over the accumulation period based on total expected assessments. The
       Company regularly evaluates estimates used and adjusts the additional
       liability balance, with a related charge or credit to benefit expense, if
       actual experience or other evidence suggests that earlier assumptions
       should be revised. The assumptions used for calculating such guaranteed
       income benefit liabilities are consistent with those used for calculating
       the guaranteed death benefit liabilities. In addition, the calculation of
       guaranteed annuitization benefit liabilities incorporates a percentage of
       the potential annuitizations that may be elected by the contractholder.

     - Liabilities for universal and variable life secondary guarantees and
       paid-up guarantees are determined by estimating the expected value of
       death benefits payable when the account balance is projected to be zero
       and recognizing those benefits ratably over the accumulation period based
       on total expected assessments. The Company regularly evaluates estimates
       used and adjusts the additional liability balances, with a related charge
       or credit to benefit expense, if actual experience or other evidence
       suggests that earlier assumptions should be revised. The assumptions used
       in estimating the secondary and paid up guarantee liabilities are
       consistent with those used for amortizing DAC. The assumptions of
       investment performance and volatility for variable products are
       consistent with historical S&P experience. The benefits used in
       calculating the liabilities are based on the average benefits payable
       over a range of scenarios.

                                       F-18

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company offers certain variable annuity products with guaranteed
minimum benefit riders as follows:

     - Guaranteed minimum withdrawal benefit riders ("GMWB"s) guarantee a
       policyholder return of the purchase payment plus a bonus amount via
       partial withdrawals, even if the account value is reduced to zero,
       provided that the policyholder's cumulative withdrawals in a contract
       year do not exceed a certain limit. The initial guaranteed withdrawal
       amount is equal to the initial benefit base as defined in the contract.
       When an additional purchase payment is made, the guaranteed withdrawal
       amount is set equal to the greater of (i) the guaranteed withdrawal
       amount before the purchase payment or (ii) the benefit base after the
       purchase payment. The benefit base increases by additional purchase
       payments plus a bonus amount and decreases by benefits paid and/or
       withdrawal amounts. After a specified period of time, the benefit base
       may also change as a result of an optional reset as defined in the
       contract. The benefit base can be reset to the account balance on the
       date of the reset if greater than the benefit base before the reset. The
       GMWB is an embedded derivative, which is measured at fair value
       separately from the host variable annuity product.

     - Guaranteed minimum accumulation benefit riders ("GMAB"s) provide the
       contract holder with a minimum accumulation of their purchase payments
       deposited within a specific time period, adjusted proportionately for
       withdrawals, after a specified period of time determined at the time of
       issuance of the variable annuity contract. The GMAB is also an embedded
       derivative, which is measured at fair value separately from the host
       variable annuity product.

     - The fair value of the GMWBs and GMABs is calculated based on actuarial
       and capital market assumptions related to the projected cash flows,
       including benefits and related contract charges, over the lives of the
       contracts, incorporating expectations concerning policyholder behavior.
       In measuring the fair value of GMWBs and GMABs, the Company attributes a
       portion of the fees collected from the policyholder equal to the present
       value of expected future guaranteed minimum withdrawal and accumulation
       benefits. GMWBs and GMABs are reported in policyholder account balances
       and the changes in fair value are reported in net investment gains
       (losses). Any additional fees represent "excess" fees and are reported in
       universal life and investment-type product policy fees.

  Other Policyholder Funds

     Other policyholder funds includes policy and contract claims and unearned
policy and contract fees.

  Recognition of Insurance Revenue and Related Benefits

     Premiums related to traditional life and annuity policies with life
contingencies are recognized as revenues when due. Benefits and expenses are
provided against such revenues to recognize profits over the estimated lives of
the policies. When premiums are due over a significantly shorter period than the
period over which benefits are provided, any excess profit is deferred and
recognized into operations in a constant relationship to insurance in-force or,
for annuities, the amount of expected future policy benefit payments.

     Premiums related to non-medical health and disability contracts are
recognized on a pro rata basis over the applicable contract term.

     Deposits related to universal life-type and investment-type products are
credited to policyholder account balances. Revenues from such contracts consist
of amounts assessed against policyholder account balances for mortality, policy
administration and surrender charges and are recorded in universal life and
investment-type product policy fees in the period in which services are
provided. Amounts that are charged to operations include interest credited and
benefit claims incurred in excess of related policyholder account balances.

     Premiums related to property and casualty contracts are recognized as
revenue on a pro rata basis over the applicable contract term. Unearned premiums
are included in future policy benefits.

                                       F-19

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Other Revenues

     Other revenues include advisory fees, broker/dealer commissions and fees,
and administrative service fees. Such fees and commissions are recognized in the
period in which services are performed. Other revenues also include changes in
account value relating to corporate-owned life insurance ("COLI"). Under certain
COLI contracts, if the Company reports certain unlikely adverse results in its
consolidated financial statements, withdrawals would not be immediately
available and would be subject to market value adjustment, which could result in
a reduction of the account value.

  Policyholder Dividends

     Policyholder dividends are approved annually by the insurance subsidiaries'
boards of directors. The aggregate amount of policyholder dividends is related
to actual interest, mortality, morbidity and expense experience for the year, as
well as management's judgment as to the appropriate level of statutory surplus
to be retained by the insurance subsidiaries.

  Federal Income Taxes

     The Holding Company and its includable life insurance and non-life
insurance subsidiaries file a consolidated U.S. federal income tax return in
accordance with the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"). Non-includable subsidiaries file either separate tax returns or
separate consolidated tax returns. The future tax consequences of temporary
differences between financial reporting and tax bases of assets and liabilities
are measured at the balance sheet dates and are recorded as deferred income tax
assets and liabilities. Valuation allowances are established when management
assesses, based on available information, that it is more likely than not that
deferred income tax assets will not be realized. For federal income tax
purposes, the Company has made an election under Internal Revenue Code Section
338 as it relates to the Travelers acquisition. As a result of this election,
the tax basis in the acquired assets and liabilities were adjusted as of the
acquisition date resulting in a change to the related deferred income taxes.

  Reinsurance

     The Company has reinsured certain of its life insurance and property and
casualty insurance contracts with other insurance companies under various
agreements. For reinsurance contracts that transfer sufficient underwriting
risk, reinsurance premiums, commissions, expense reimbursements, benefits and
liabilities related to reinsured long-duration contracts are accounted for over
the life of the underlying reinsured contracts using assumptions consistent with
those used to account for the underlying contracts. The cost of reinsurance
related to short-duration contracts is accounted for over the reinsurance
contract period. Amounts due from reinsurers, for both short- and long-duration
arrangements, are estimated based upon assumptions consistent with those used in
establishing the liabilities related to the underlying reinsured contracts.
Policy and contract liabilities are reported gross of reinsurance credits. DAC
is reduced by amounts recovered under reinsurance contracts. Amounts received
from reinsurers for policy administration are reported in other revenues.

     The Company assumes and retrocedes financial reinsurance contracts, which
represent low mortality risk reinsurance treaties. These contracts are reported
as deposits and are included in other assets. The amount of revenue reported on
these contracts represents fees and the cost of insurance under the terms of the
reinsurance agreement and is reported in other revenues.

  Separate Accounts

     Separate accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate account assets are subject to general account claims only
to the extent the value of such assets exceeds the separate account liabilities.
Effective with the adoption of Statement of Position 03-1, Accounting and
Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounts ("SOP 03-1"), on January 1,
                                       F-20

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2004, the Company reports separately, as assets and liabilities, investments
held in separate accounts and liabilities of the separate accounts if (i) such
separate accounts are legally recognized; (ii) assets supporting the contract
liabilities are legally insulated from the Company's general account
liabilities; (iii) investments are directed by the contractholder; and (iv) all
investment performance, net of contact fees and assessments, is passed through
to the contractholder. The Company reports separate account assets meeting such
criteria at their fair value. Investment performance (including investment
income, net investment gains (losses) and changes in unrealized gains (losses))
and the corresponding amounts credited to contractholders of such separate
accounts are offset within the same line in the consolidated statements of
income. In connection with the adoption of SOP 03-1, separate account assets
with a fair value of $1.7 billion were reclassified to general account
investments with a corresponding transfer of separate account liabilities to
future policy benefits and policyholder account balances. See "-- Application of
Recent Accounting Pronouncements."

     The Company's revenues reflect fees charged to the separate accounts,
including mortality charges, risk charges, policy administration fees,
investment management fees and surrender charges. Separate accounts not meeting
the above criteria are combined on a line-by-line basis with the Company's
general account assets, liabilities, revenues and expenses.

  Stock-Based Compensation

     The Company accounts for stock-based compensation plans using the
prospective fair value accounting method prescribed by SFAS No. 123, Accounting
for Stock-Based Compensation ("SFAS 123"), as amended by SFAS No. 148,
Accounting for Stock-Based Compensation -- Transition and Disclosure ("SFAS
148"). The fair value method requires compensation cost to be measured based on
the fair value of the equity instrument at the grant or award date.

     Stock-based compensation grants prior to January 1, 2003 are accounted for
using the intrinsic value method prescribed by Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25").
Note 14 includes the pro forma disclosures required by SFAS No. 123, as amended.
The intrinsic value method represents the quoted market price or fair value of
the equity award at the measurement date less the amount, if any, the employee
is required to pay.

     Stock-based compensation is accrued over the vesting period of the grant or
award.

  Foreign Currency

     Balance sheet accounts of foreign operations are translated at the exchange
rates in effect at each year-end and income and expense accounts are translated
at the average rates of exchange prevailing during the year. The local
currencies of foreign operations are the functional currencies unless the local
economy is highly inflationary. Translation adjustments are charged or credited
directly to other comprehensive income or loss. Gains and losses from foreign
currency transactions are reported as gains (losses) in the period in which they
occur.

  Discontinued Operations

     The results of operations of a component of the Company that either has
been disposed of or is classified as held-for-sale are reported in discontinued
operations if the operations and cash flows of the component have been or will
be eliminated from the ongoing operations of the Company as a result of the
disposal transaction and the Company will not have any significant continuing
involvement in the operations of the component after the disposal transaction.

  Earnings Per Common Share

     Basic earnings per common share is computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share includes the dilutive effect of the assumed: (i) conversion of
forward purchase contracts; (ii) exercise of stock options; and (iii) issuance
under deferred

                                       F-21

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stock compensation using the treasury stock method. Under the treasury stock
method, conversion of forward purchase contracts, exercise of the stock options
and issuance under deferred stock compensation is assumed with the proceeds used
to purchase common stock at the average market price for the period. The
difference between the number of shares assumed issued and number of shares
assumed purchased represents the dilutive shares, including the effects, if any,
of the stock purchase contracts on common equity units. See Note 9.

  APPLICATION OF RECENT ACCOUNTING PRONOUNCEMENTS

     In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Instruments ("SFAS 155"). SFAS 155 amends SFAS 133 and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("SFAS 140"). SFAS 155 allows financial instruments that have
embedded derivatives to be accounted for as a whole, eliminating the need to
bifurcate the derivative from its host, if the holder elects to account for the
whole instrument on a fair value basis. In addition, among other changes, SFAS
155 (i) clarifies which interest-only strips and principal-only strips are not
subject to the requirements of SFAS 133; (ii) establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; (iii) clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; and (iv) eliminates the prohibition on a qualifying special-
purpose entity ("QSPE") from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
interest. SFAS 155 will be applied prospectively and is effective for all
financial instruments acquired or issued for fiscal years beginning after
September 15, 2006. SFAS 155 is not expected to have a material impact on the
Company's consolidated financial statements.

     The FASB has issued additional guidance relating to derivative financial
instruments as follows:

     - In June 2005, the FASB cleared SFAS 133 Implementation Issue No. B38,
       Embedded Derivatives: Evaluation of Net Settlement with Respect to the
       Settlement of a Debt Instrument through Exercise of an Embedded Put
       Option or Call Option ("Issue B38") and SFAS 133 Implementation Issue No.
       B39, Embedded Derivatives: Application of Paragraph 13(b) to Call Options
       That Are Exercisable Only by the Debtor ("Issue B39"). Issue B38
       clarified that the potential settlement of a debtor's obligation to a
       creditor occurring upon exercise of a put or call option meets the net
       settlement criteria of SFAS No. 133. Issue B39 clarified that an embedded
       call option, in which the underlying is an interest rate or interest rate
       index, that can accelerate the settlement of a debt host financial
       instrument should not be bifurcated and fair valued if the right to
       accelerate the settlement can be exercised only by the debtor
       (issuer/borrower) and the investor will recover substantially all of its
       initial net investment. Issues B38 and B39, which must be adopted as of
       the first day of the first fiscal quarter beginning after December 15,
       2005, did not have a material impact on the Company's consolidated
       financial statements.

     - Effective October 1, 2003, the Company adopted SFAS 133 Implementation
       Issue No. B36, Embedded Derivatives: Modified Coinsurance Arrangements
       and Debt Instruments That Incorporate Credit Risk Exposures That Are
       Unrelated or Only Partially Related to the Creditworthiness of the
       Obligor under Those Instruments ("Issue B36"). Issue B36 concluded that
       (i) a company's funds withheld payable and/or receivable under certain
       reinsurance arrangements; and (ii) a debt instrument that incorporates
       credit risk exposures that are unrelated or only partially related to the
       creditworthiness of the obligor include an embedded derivative feature
       that is not clearly and closely related to the host contract. Therefore,
       the embedded derivative feature is measured at fair value on the balance
       sheet and changes in fair value are reported in income. As a result of
       the adoption of Issue B36, the Company recorded a cumulative effect of a
       change in accounting of $26 million, net of income taxes, for the year
       ended December 31, 2003.

     - Effective July 1, 2003, the Company adopted SFAS No. 149, Amendment of
       Statement 133 on Derivative Instruments and Hedging Activities ("SFAS
       149"). SFAS 149 amended and clarified the

                                       F-22

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

       accounting and reporting for derivative instruments, including certain
       derivative instruments embedded in other contracts, and for hedging
       activities. Except for certain previously issued and effective guidance,
       SFAS 149 was effective for contracts entered into or modified after June
       30, 2003. The Company's adoption of SFAS 149 did not have a significant
       impact on its consolidated financial statements.

     Effective November 9, 2005, the Company prospectively adopted the guidance
in FASB Staff Position ("FSP") FAS 140-2, Clarification of the Application of
Paragraphs 40(b) and 40(c) of FAS 140 ("FSP 140-2"). FSP 140-2 clarified certain
criteria relating to derivatives and beneficial interests when considering
whether an entity qualifies as a QSPE. Under FSP 140-2, the criteria must only
be met at the date the QSPE issues beneficial interests or when a derivative
financial instrument needs to be replaced upon the occurrence of a specified
event outside the control of the transferor. FSP 140-2 did not have a material
impact on the Company's consolidated financial statements.

     In September 2005, the American Institute of Certified Public Accountants
("AICPA") issued SOP 05-1, Accounting by Insurance Enterprises for Deferred
Acquisition Costs in Connection with Modifications or Exchanges of Insurance
Contracts ("SOP 05-1"). SOP 05-1 provides guidance on accounting by insurance
enterprises for deferred acquisition costs on internal replacements of insurance
and investment contracts other than those specifically described in SFAS No. 97,
Accounting and Reporting by Insurance Enterprises for Certain Long-Duration
Contracts and For Realized Gains and Losses from the Sale of Investments. SOP
05-1 defines an internal replacement as a modification in product benefits,
features, rights, or coverages that occurs by the exchange of a contract for a
new contract, or by amendment, endorsement, or rider to a contract, or by the
election of a feature or coverage within a contract. Under SOP 05-1,
modifications that result in a substantially unchanged contract will be
accounted for as a continuation of the replaced contract. A replacement contract
that is substantially changed will be accounted for as an extinguishment of the
replaced contract resulting in a release of unamortized deferred acquisition
costs, unearned revenue and deferred sales inducements associated with the
replaced contract. The guidance in SOP 05-1 will be applied prospectively and is
effective for internal replacements occurring in fiscal years beginning after
December 15, 2006. The Company is currently evaluating the impact of SOP 05-1
and does not expect that the pronouncement will have a material impact on the
Company's consolidated financial statements.

     In September 2005, the Emerging Issues Task Force ("EITF") reached
consensus on Issue No. 05-7, Accounting for Modifications to Conversion Options
Embedded in Debt Instruments and Related Issues ("EITF 05-7"). EITF 05-7
provides guidance on whether a modification of conversion options embedded in
debt results in an extinguishment of that debt. In certain situations, companies
may change the terms of an embedded conversion option as part of a debt
modification. The EITF concluded that the change in the fair value of an
embedded conversion option upon modification should be included in the analysis
of EITF Issue No. 96-19, Debtor's Accounting for a Modification or Exchange of
Debt Instruments, to determine whether a modification or extinguishment has
occurred and that a change in the fair value of a conversion option should be
recognized upon the modification as a discount (or premium) associated with the
debt, and an increase (or decrease) in additional paid-in capital. EITF 05-7
will be applied prospectively and is effective for all debt modifications
occurring in periods beginning after December 15, 2005. EITF 05-7 did not have a
material impact on the Company's consolidated financial statements.

     In September 2005, the EITF reached consensus on Issue No. 05-8, Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature
("EITF 05-8"). EITF 05-8 concludes that (i) the issuance of convertible debt
with a beneficial conversion feature results in a basis difference that should
be accounted for as a temporary difference and (ii) the establishment of the
deferred tax liability for the basis difference should result in an adjustment
to additional paid in capital. EITF 05-8 will be applied retrospectively for all
instruments with a beneficial conversion feature accounted for in accordance
with EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios, and EITF Issue
No. 00-27, Application of Issue No. 98-5 to Certain

                                       F-23

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Convertible Instruments, and is effective for periods beginning after December
15, 2005. EITF 05-8 did not have a material impact on the Company's consolidated
financial statements.

     Effective July 1, 2005, the Company adopted SFAS No. 153, Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29 ("SFAS 153"). SFAS 153
amended prior guidance to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaced it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The provisions of
SFAS 153 were required to be applied prospectively for fiscal periods beginning
after June 15, 2005. The adoption of SFAS 153 did not have a material impact on
the Company's consolidated financial statements.

     Effective July 1, 2005, the Company adopted EITF Issue No. 05-6,
Determining the Amortization Period for Leasehold Improvements ("EITF 05-6").
EITF 05-6 provides guidance on determining the amortization period for leasehold
improvements acquired in a business combination or acquired subsequent to lease
inception. As required by EITF 05-6, the Company adopted this guidance on a
prospective basis which had no material impact on the Company's consolidated
financial statements.

     In June 2005, the FASB completed its review of EITF Issue No. 03-1, The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments ("EITF 03-1"). EITF 03-1 provides accounting guidance regarding the
determination of when an impairment of debt and marketable equity securities and
investments accounted for under the cost method should be considered
other-than-temporary and recognized in income. EITF 03-1 also requires certain
quantitative and qualitative disclosures for debt and marketable equity
securities classified as available-for-sale or held-to-maturity under SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS
115"), that are impaired at the balance sheet date but for which an
other-than-temporary impairment has not been recognized. The FASB decided not to
provide additional guidance on the meaning of other-than-temporary impairment
but has issued FSP 115-1, The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments ("FSP 115-1"), which nullifies the accounting
guidance on the determination of whether an investment is other-than-temporarily
impaired as set forth in EITF 03-1. As required by FSP 115-1, the Company
adopted this guidance on a prospective basis, which had no material impact on
the Company's consolidated financial statements, and has provided the required
disclosures.

     In June 2005, the EITF reached consensus on Issue No. 04-5, Determining
Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain
Rights ("EITF 04-5"). EITF 04-5 provides a framework for determining whether a
general partner controls and should consolidate a limited partnership or a
similar entity in light of certain rights held by the limited partners. The
consensus also provides additional guidance on substantive rights. EITF 04-5 was
effective after June 29, 2005 for all newly formed partnerships and for any
pre-existing limited partnerships that modified their partnership agreements
after that date. EITF 04-5 must be adopted by January 1, 2006 for all other
limited partnerships through a cumulative effect of a change in accounting
principle recorded in opening equity or it may be applied retrospectively by
adjusting prior period financial statements. The adoption of this provision of
EITF 04-5 did not have a material impact on the Company's consolidated financial
statements.

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3("SFAS
154"). The statement requires retrospective application to prior periods'
financial statements for a voluntary change in accounting principle unless it is
deemed impracticable. It also requires that a change in the method of
depreciation, amortization, or depletion for long-lived, non-financial assets be
accounted for as a change in accounting estimate rather than a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors

                                       F-24

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154
did not have a material impact on the Company's consolidated financial
statements.

     In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based
Payment ("SFAS 123(r)"), which revised SFAS 123 and supersedes APB 25. SFAS
123(r) provides additional guidance on determining whether certain financial
instruments awarded in share-based payment transactions are liabilities. SFAS
123(r) also requires that the cost of all share-based transactions be measured
at fair value and recognized over the period during which an employee is
required to provide service in exchange for an award. The SEC issued a final
ruling in April 2005 allowing a public company that is not a small business
issuer to implement SFAS 123(r) at the beginning of the next fiscal year after
June 15, 2005. Thus, the revised pronouncement must be adopted by the Company by
January 1, 2006. As permitted under SFAS 148, Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an amendment of FASB Statement No.
123, the Company elected to use the prospective method of accounting for stock
options granted subsequent to December 31, 2002. Options granted prior to
January 1, 2003 will continue to be accounted for under the intrinsic value
method until the adoption of SFAS 123(r). In addition, the pro forma impact of
accounting for these options at fair value continued to be accounted for under
the intrinsic value method until the last of those options vested in 2005. As
all stock options currently accounted for under the intrinsic value method
vested prior to the effective date, implementation of SFAS 123(r) will not have
a significant impact on the Company's consolidated financial statements. See
Note 14.

     In December 2004, the FASB issued FSP 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004 ("FSP 109-2"). The American Jobs Creation Act of 2004
("AJCA") introduced a one-time dividend received deduction on the repatriation
of certain earnings to a U.S. taxpayer. FSP 109-2 provides companies additional
time beyond the financial reporting period of enactment to evaluate the effects
of the AJCA on their plans to repatriate foreign earnings for purposes of
applying SFAS No. 109, Accounting for Income Taxes. During 2005, the Company
recorded a $27 million income tax benefit related to the repatriation of foreign
earnings pursuant to Internal Revenue Code Section 965 for which a U.S. deferred
income tax provision had previously been recorded.

     Effective July 1, 2004, the Company prospectively adopted FSP No. 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 ("FSP 106-2"). FSP 106-2
provides accounting guidance to employers that sponsor postretirement health
care plans that provide prescription drug benefits. The Company expects to
receive subsidies on prescription drug benefits beginning in 2006 under the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 based on
the Company's determination that the prescription drug benefits offered under
certain postretirement plans are actuarially equivalent to the benefits offered
under Medicare Part D. The postretirement benefit plan assets and accumulated
benefit obligation were remeasured to determine the effect of the expected
subsidies on net periodic postretirement benefit cost. As a result, the
accumulated postretirement benefit obligation was reduced by $213 million at
July 1, 2004. See Note 13.

     Effective July 1, 2004, the Company adopted EITF Issue No. 03-16,
Accounting for Investments in Limited Liability Companies ("EITF 03-16"). EITF
03-16 provides guidance regarding whether a limited liability company should be
viewed as similar to a corporation or similar to a partnership for purposes of
determining whether a noncontrolling investment should be accounted for using
the cost method or the equity method of accounting. EITF 03-16 did not have a
material impact on the Company's consolidated financial statements.

     Effective April 1, 2004, the Company adopted EITF Issue No. 03-6,
Participating Securities and the Two -- Class Method under FASB Statement No.
128 ("EITF 03-6"). EITF 03-6 provides guidance on determining whether a security
should be considered a participating security for purposes of computing earnings
per common share and how earnings should be allocated to the participating
security. EITF 03-6 did not have an impact on the Company's earnings per common
share calculations or amounts.
                                       F-25

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Effective January 1, 2004, the Company adopted SOP 03-1, as interpreted by
a Technical Practice Aid ("TPA"), issued by the AICPA. SOP 03-1 provides
guidance on (i) the classification and valuation of long-duration contract
liabilities; (ii) the accounting for sales inducements; and (iii) separate
account presentation and valuation. In June 2004, the FASB released FSP No.
97-1, Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97,
Accounting and Reporting by Insurance Enterprises for Certain Long-Duration
Contracts and for Realized Gains and Losses from the Sale of Investments, Permit
or Require Accrual of an Unearned Revenue Liability ("FSP 97-1"), which included
clarification that unearned revenue liabilities should be considered in
determining the necessary insurance benefit liability required under SOP 03-1.
Since the Company had considered unearned revenue in determining its SOP 03-1
benefit liabilities, FSP 97-1 did not impact its consolidated financial
statements. As a result of the adoption of SOP 03-1, effective January 1, 2004,
the Company decreased the liability for future policyholder benefits for changes
in the methodology relating to various guaranteed death and annuitization
benefits and for determining liabilities for certain universal life insurance
contracts by $4 million, which has been reported as a cumulative effect of a
change in accounting. This amount is net of corresponding changes in DAC,
including VOBA and unearned revenue liability ("offsets"), under certain
variable annuity and life contracts and income taxes. Certain other contracts
sold by the Company provide for a return through periodic crediting rates,
surrender adjustments or termination adjustments based on the total return of a
contractually referenced pool of assets owned by the Company. To the extent that
such contracts are not accounted for as derivatives under the provisions of SFAS
No. 133 and not already credited to the contract account balance, under SOP 03-1
the change relating to the fair value of the referenced pool of assets is
recorded as a liability with the change in the liability recorded as
policyholder benefits and claims. Prior to the adoption of SOP 03-1, the Company
recorded the change in such liability as other comprehensive income. At
adoption, this change decreased net income and increased other comprehensive
income by $63 million, net of income taxes, which were recorded as cumulative
effects of changes in accounting. Effective with the adoption of SOP 03-1, costs
associated with enhanced or bonus crediting rates to contractholders must be
deferred and amortized over the life of the related contract using assumptions
consistent with the amortization of DAC. Since the Company followed a similar
approach prior to adoption of SOP 03-1, the provisions of SOP 03-1 relating to
sales inducements had no significant impact on the Company's consolidated
financial statements. In accordance with SOP 03-1's guidance for the reporting
of certain separate accounts, at adoption, the Company also reclassified $1.7
billion of separate account assets to general account investments and $1.7
billion of separate account liabilities to future policy benefits and
policyholder account balances. This reclassification decreased net income and
increased other comprehensive income by $27 million, net of income taxes, which
were reported as cumulative effects of changes in accounting. Due to the
adoption of SOP 03-1, the Company recorded a cumulative effect of a change in
accounting of $86 million, net of income taxes of $46 million, for the year
ended December 31, 2004.

     In December 2003, FASB revised SFAS No. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits -- an Amendment of FASB Statements
No. 87, 88 and 106 ("SFAS 132(r)"). SFAS 132(r) retains most of the disclosure
requirements of SFAS 132 and requires additional disclosure about assets,
obligations, cash flows and net periodic benefit cost of defined benefit pension
plans and other postretirement plans. SFAS 132(r) was primarily effective for
fiscal years ending after December 15, 2003; however, certain disclosures about
foreign plans and estimated future benefit payments were effective for fiscal
years ending after June 15, 2004. The Company's adoption of SFAS 132(r) did not
have a significant impact on its consolidated financial statements since it only
revised disclosure requirements.

     During 2003, the Company adopted FIN 46 and FIN 46(r). Certain of the
Company's investments in real estate joint ventures and other limited
partnership interests meet the definition of a variable interest entity ("VIE")
and have been consolidated, in accordance with the transition rules and
effective dates, because the Company is deemed to be the primary beneficiary. A
VIE is defined as (i) any entity in which the equity investments at risk in such
entity do not have the characteristics of a controlling financial interest; or
(ii) any

                                       F-26

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

entity that does not have sufficient equity at risk to finance its activities
without additional subordinated support from other parties. Effective February
1, 2003, the Company adopted FIN 46 for VIEs created or acquired on or after
February 1, 2003 and, effective December 31, 2003, the Company adopted FIN 46(r)
with respect to interests in entities formerly considered special purpose
entities ("SPEs"), including interests in asset-backed securities and
collateralized debt obligations. The adoption of FIN 46 as of February 1, 2003
did not have a significant impact on the Company's consolidated financial
statements. The adoption of the provisions of FIN 46(r) at December 31, 2003 did
not require the Company to consolidate any additional VIEs that were not
previously consolidated. In accordance with the provisions of FIN 46(r), the
Company elected to defer until March 31, 2004 the consolidation of interests in
VIEs for non-SPEs acquired prior to February 1, 2003 for which it is the primary
beneficiary. As of March 31, 2004, the Company consolidated assets and
liabilities relating to real estate joint ventures of $78 million and $11
million, respectively, and assets and liabilities relating to other limited
partnerships of $29 million and less than $1 million, respectively, for VIEs for
which the Company was deemed to be the primary beneficiary. There was no impact
to net income from the adoption of FIN 46.

     Effective January 1, 2003, the Company adopted FIN No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires entities to
establish liabilities for certain types of guarantees and expands financial
statement disclosures for others. The initial recognition and initial
measurement provisions of FIN 45 were applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45
did not have a significant impact on the Company's consolidated financial
statements. See Note 12.

     Effective January 1, 2003, the Company adopted SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146
requires that a liability for a cost associated with an exit or disposal
activity be recorded and measured initially at fair value only when the
liability is incurred rather than at the date of an entity's commitment to an
exit plan as required by EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity Including
Certain Costs Incurred in a Restructuring ("EITF 94-3"). As required by SFAS
146, the Company adopted this guidance on a prospective basis which had no
material impact on the Company's consolidated financial statements.

     Effective January 1, 2003, the Company adopted SFAS No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections ("SFAS 145"). In addition to amending or rescinding other
existing authoritative pronouncements to make various technical corrections,
clarify meanings, or describe their applicability under changed conditions, SFAS
145 generally precludes companies from recording gains and losses from the
extinguishment of debt as an extraordinary item. SFAS 145 also requires
sale-leaseback treatment for certain modifications of a capital lease that
result in the lease being classified as an operating lease. The adoption of SFAS
145 did not have a significant impact on the Company's consolidated financial
statements.

2.  ACQUISITIONS AND DISPOSITIONS

  TRAVELERS

     On July 1, 2005, the Holding Company completed the acquisition of Travelers
for $12.0 billion. The results of Travelers' operations were included in the
Company's consolidated financial statements beginning July 1, 2005. As a result
of the acquisition, management of the Company increased significantly the size
and scale of the Company's core insurance and annuity products and expanded the
Company's presence in both the retirement & savings domestic and international
markets. The distribution agreements executed with Citigroup as part of the
acquisition will provide the Company with one of the broadest distribution
networks in the industry. Consideration paid by the Holding Company for the
purchase 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
                                       F-27

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $1.0 billion to Citigroup and approximately $100 million in other
transaction costs. Consideration paid to Citigroup will be finalized subject to
review of the June 30, 2005 financial statements of Travelers by both the
Company and Citigroup and interpretation of the provisions of the acquisition
agreement by both parties. In addition to cash on-hand, the purchase price was
financed through the issuance of common stock as described above, debt
securities as described in Note 8, common equity units as described in Note 9
and preferred shares as described in Note 14.

     The acquisition is being accounted for using the purchase method of
accounting, which requires that the assets and liabilities of Travelers be
measured at their fair value as of July 1, 2005.

  Purchase Price Allocation and Goodwill -- Preliminary

     The purchase price has been allocated to the assets acquired and
liabilities assumed using management's best estimate of their fair values as of
the acquisition date. The computation of the purchase price and the allocation
of the purchase price to the net assets acquired based upon their respective
fair values as of July 1, 2005, and the resulting goodwill, as revised, are
presented below. During the fourth quarter of 2005, the Company revised the
purchase price allocation as a result of reviews of Travelers underwriting
criteria performed in order to refine the estimate of fair values of assumed
future policy benefit liabilities. As a result of these reviews and actuarial
analyses, and to be consistent with MetLife's reserving methodologies, the
Company increased its estimate of fair value liabilities relating to a specific
group of acquired life insurance policies. Consequently, the fair value of
future policy benefits assumed, deferred tax assets acquired and goodwill
increased by $360 million, $126 million and $234 million, respectively. The
Company expects to complete its reviews and, if required, further refine its
estimate of fair value of such liabilities by June 30, 2006. Additionally, the
Company received updated information regarding the fair values of certain assets
and liabilities such as its investments in other limited partnerships, mortgage
loans, other assets and other liabilities resulting in a net increase of
goodwill of $54 million. The fair value of certain other assets acquired and
liabilities assumed, including goodwill, may also be adjusted during the
allocation period due to finalization of the purchase price to be paid to
Citigroup as noted previously, agreement between Citigroup and MetLife as to the
tax basis purchase price to be allocated to the acquired subsidiaries, and
receipt of information regarding the estimation of certain fair values. In no
case will the adjustments extend beyond one year from the acquisition date.



                                                              AS OF JULY 1, 2005
                                                              ------------------
                                                                (IN MILLIONS)
                                                                  
SOURCES:
  Cash......................................................  $4,198
  Debt......................................................   2,716
  Junior subordinated debt securities associated with common
     equity units...........................................   2,134
  Preferred stock...........................................   2,100
  Common stock..............................................   1,010
                                                              ------
  TOTAL SOURCES OF FUNDS....................................            $12,158
                                                                        =======
USES:
  Debt and equity issuance costs............................            $   128
  Investment in MetLife Capital Trusts II and III...........                 64
  Acquisition costs.........................................     113
  Purchase price paid to Citigroup..........................  11,853
                                                              ------
  TOTAL PURCHASE PRICE......................................             11,966
                                                                        -------
  TOTAL USES OF FUNDS.......................................            $12,158
                                                                        =======


                                       F-28

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                              AS OF JULY 1, 2005
                                                              ------------------
                                                                (IN MILLIONS)
                                                                  
TOTAL PURCHASE PRICE........................................            $11,966
NET ASSETS ACQUIRED FROM TRAVELERS..........................  $9,412
ADJUSTMENTS TO REFLECT ASSETS ACQUIRED AT FAIR VALUE:
  Fixed maturities available-for-sale.......................     (31)
  Mortgage and consumer loans...............................      72
  Real estate and real estate joint ventures
     held-for-investment....................................      17
  Real estate held-for-sale.................................      22
  Other limited partnerships................................      51
  Other invested assets.....................................     201
  Premiums and other receivables............................   1,008
  Elimination of historical deferred policy acquisition
     costs..................................................  (3,210)
  Value of business acquired................................   3,780
  Value of distribution agreement acquired..................     645
  Value of customer relationships acquired..................      17
  Elimination of historical goodwill........................    (197)
  Net deferred income tax assets............................   2,098
  Other assets..............................................     (88)
ADJUSTMENTS TO REFLECT LIABILITIES ASSUMED AT FAIR VALUE:
  Future policy benefits....................................  (4,070)
  Policyholder account balances.............................  (1,904)
  Other liabilities.........................................     (34)
                                                              ------
NET FAIR VALUE OF ASSETS AND LIABILITIES ASSUMED............              7,789
                                                                        -------
GOODWILL RESULTING FROM THE ACQUISITION.....................            $ 4,177
                                                                        =======


     Goodwill resulting from the acquisition has been allocated to the Company's
segments, as well as Corporate & Other, that are expected to benefit from the
acquisition as follows:



                                                               AS OF JULY 1, 2005
                                                               ------------------
                                                                 (IN MILLIONS)
                                                            
Institutional...............................................         $  894
Individual..................................................          2,702
International...............................................            193
Corporate & Other...........................................            388
                                                                     ------
  TOTAL.....................................................         $4,177
                                                                     ======


     Of the goodwill of $4.2 billion, approximately $1.5 billion is estimated to
be deductible for income tax purposes.

                                       F-29

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Condensed Statement of Net Assets Acquired

     The condensed statement of net assets acquired reflects the fair value of
Travelers net assets as of July 1, 2005 as follows:



                                                               AS OF JULY 1,
                                                                   2005
                                                               -------------
                                                               (IN MILLIONS)
                                                            
ASSETS:
  Fixed maturities available-for-sale.......................      $44,346
  Trading securities........................................          555
  Equity securities available-for-sale......................          641
  Mortgage and consumer loans...............................        2,365
  Policy loans..............................................          884
  Real estate and real estate joint ventures
     held-for-investment....................................           77
  Real estate held-for-sale.................................           49
  Other limited partnership interests.......................        1,124
  Short-term investments....................................        2,801
  Other invested assets.....................................        1,686
                                                                  -------
     Total investments......................................       54,528
                                                                  -------
  Cash and cash equivalents.................................          844
  Accrued investment income.................................          539
  Premiums and other receivables............................        4,886
  Value of business acquired................................        3,780
  Goodwill..................................................        4,177
  Other intangible assets...................................          662
  Deferred tax assets.......................................        1,087
  Other assets..............................................          737
  Separate account assets...................................       30,799
                                                                  -------
     Total assets acquired..................................      102,039
                                                                  -------

LIABILITIES:
  Future policy benefits....................................       18,501
  Policyholder account balances.............................       36,633
  Other policyholder funds..................................          324
  Short-term debt...........................................           25
  Current income taxes payable..............................           66
  Other liabilities.........................................        3,725
  Separate account liabilities..............................       30,799
                                                                  -------
     Total liabilities assumed..............................       90,073
                                                                  -------
     Net assets acquired....................................      $11,966
                                                                  =======


                                       F-30

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Other Intangible Assets

     VOBA reflects the estimated fair value of in-force contracts acquired and
represents the portion of the purchase price that is allocated to the value of
the right to receive future cash flows from the life insurance and annuity
contracts in force at the acquisition date. VOBA is based on actuarially
determined projections, by each block of business, of future policy and contract
charges, premiums, mortality and morbidity, separate account performance,
surrenders, operating expenses, investment returns and other factors. Actual
experience on the purchased business may vary from these projections. If
estimated gross profits or premiums differ from expectations, the amortization
of VOBA is adjusted to reflect actual experience.

     The value of the other identifiable intangibles reflects the estimated fair
value of Citigroup/Travelers distribution agreement and customer relationships
acquired at July 1, 2005 and will be amortized in relation to the expected
economic benefits of the agreement. If actual experience under the distribution
agreements or with customer relationships differs from expectations, the
amortization of these intangibles will be adjusted to reflect actual experience.

     The use of discount rates was necessary to establish the fair value of
VOBA, as well as the other identifiable intangible assets. In selecting the
appropriate discount rates, management considered its weighted average cost of
capital as well as the weighted average cost of capital required by market
participants. A discount rate of 11.5% was used to value these intangible
assets.

     The fair values of business acquired, distribution agreements and customer
relationships acquired are as follows:



                                                          AS OF JULY 1,    WEIGHTED AVERAGE
                                                              2005        AMORTIZATION PERIOD
                                                          -------------   -------------------
                                                          (IN MILLIONS)       (IN YEARS)
                                                                    
Value of business acquired..............................     $3,780               16
  Value of distribution agreements and customer
     relationships acquired.............................        662               16
                                                             ------
     Total value of amortizable intangible assets
       acquired.........................................      4,442
  Non-amortizable intangible assets acquired............         --
                                                             ------
     Total value of intangible assets acquired,
       excluding goodwill...............................     $4,442               16
                                                             ======


     The estimated future amortization of the values of business acquired,
distribution agreements and customer relationships acquired from 2006 to 2010 is
as follows:



                                                               AS OF DECEMBER 31,
                                                                      2005
                                                               ------------------
                                                                 (IN MILLIONS)
                                                            
2006........................................................          $376
2007........................................................          $363
2008........................................................          $347
2009........................................................          $330
2010........................................................          $307


  Unaudited Pro Forma Condensed Consolidated Financial Information

     The following unaudited pro forma condensed consolidated financial
information presents the results of operations for the Company assuming the
Travelers acquisition had occurred at the beginning of the respective periods
presented. Discontinued operations and the cumulative effects of changes in
accounting and the related earnings per share have been excluded from the
presentation of the unaudited pro forma condensed

                                       F-31

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

consolidated statements of income as these are non-recurring in nature.
Additionally, the unaudited pro forma condensed consolidated statements of
income reflect the reduction in investment income from the sale of fixed
maturity securities, but does not reflect a reduction of investment income from
the sale of real estate property as such investment income is reported as
discontinued operations. The unaudited pro forma condensed consolidated
statements of income do not reflect the gains (losses) on the sale of real
estate property or fixed maturity securities as such gains (losses) would be
reported as discontinued operations or are sales that would not be part of the
normal course of business. This unaudited pro forma information does not
necessarily represent what the Company's actual results of operations would have
been if the acquisition had occurred as of the date indicated or what such
results would be for any future periods.



                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                2005        2004
                                                              ---------   ---------
                                                              (IN MILLIONS, EXCEPT
                                                                 PER SHARE DATA)
                                                                    
REVENUES
Premiums....................................................   $25,339     $23,514
Universal life and investment-type product policy fees......     4,255       3,612
Net investment income.......................................    16,405      14,864
Other revenues..............................................     1,435       1,276
Net investment gains (losses)...............................       (52)        189
                                                               -------     -------
     Total revenues.........................................    47,382      43,455
                                                               -------     -------
EXPENSES
Policyholder benefits and claims............................    26,099      24,155
Interest credited to policyholder account balances..........     4,495       4,156
Policyholder dividends......................................     1,679       1,666
Other expenses..............................................     9,920       8,953
                                                               -------     -------
     Total expenses.........................................    42,193      38,930
                                                               -------     -------
Income from continuing operations before provision for
  income taxes..............................................     5,189       4,525
Provision for income taxes..................................     1,510       1,308
                                                               -------     -------
Income from continuing operations...........................   $ 3,679     $ 3,217
                                                               =======     =======
Income from continuing operations per common share
  Basic.....................................................   $  4.84     $  4.16
                                                               =======     =======
  Diluted...................................................   $  4.80     $  4.14
                                                               =======     =======
Weighted average number of common shares outstanding
  Basic.....................................................     760.2       773.3
                                                               =======     =======
  Diluted...................................................     766.5       777.4
                                                               =======     =======


     The weighted average number of common shares outstanding in the preceding
table assumes the 22.4 million shares issued in connection with the Travelers
acquisition were outstanding as of the beginning of the periods presented.

     Income from continuing operations per common share as presented in the
preceding table does not include a deduction for the impact of the preferred
stock dividend of approximately $123 million, assuming that such preferred
shares had been issued as of the beginning of the periods presented, for the
years ended

                                       F-32

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 2005 and 2004. Income from continuing operations available to
common shareholders per common share would have been $4.68 and $4.00 for the
years ended December 31, 2005 and 2004, respectively, deducting the impact of
the preferred stock dividend.

  Restructuring Costs and Other Charges

     During 2005, as part of the integration of Travelers' operations,
management approved and initiated plans to reduce approximately 1,000 domestic
and international Travelers employees which is expected to be completed by
December 2006.

     For the year ended December 31, 2005, MetLife recorded restructuring costs,
including severance, relocation and outplacement services of Travelers'
employees, as liabilities assumed in the purchase business combination.
Management currently estimates total restructuring costs associated with such
actions to approximate $48 million. Estimated restructuring expenses may change
as management continues to execute the approved plan. Decreases to these
estimates are recorded as an adjustment to goodwill. Increases to these
estimates are recorded as an adjustment to goodwill during the purchase price
allocation period (generally within one year of the acquisition date) and will
be recorded as operating expenses thereafter. The restructuring costs associated
with the Travelers acquisition are as follows:



                            ACCRUED        CASH PAYMENTS FOR        ACCRUED           TOTAL COSTS
                        RESTRUCTURING AT      YEAR ENDED       RESTRUCTURING AT       INCURRED AT
                          JULY 1, 2005     DECEMBER 31, 2005   DECEMBER 31, 2005   DECEMBER 31, 2005
                        ----------------   -----------------   -----------------   -----------------
                                                       (IN MILLIONS)
                                                                       
Total restructuring
  costs...............        $49                $(20)                $28                 $48


     The liability for restructuring costs was reduced by $1 million due to a
reduction in the estimate of severance benefits to be paid to Travelers
employees. The adjustment was recorded against the acquisition costs included in
the determination of the purchase price.

  ADDITIONAL ACQUISITIONS AND DISPOSITIONS

     On September 1, 2005, the Company completed the acquisition of CitiStreet
Associates, a division of CitiStreet LLC, that is primarily involved in the
distribution of annuity products and retirement plans to the education,
healthcare, and not-for-profit markets, for approximately $56 million, of which
$2 million was allocated to goodwill and $54 million to other identifiable
intangibles, specifically the value of customer relationships acquired, which
has a weighted average amortization period of 16 years. CitiStreet Associates
will be integrated with MetLife Resources, a division of MetLife dedicated to
providing retirement plans and financial services to the same markets.

     In 2003, a subsidiary of MetLife, Inc., Reinsurance Group of America,
Incorporated ("RGA"), entered into a coinsurance agreement under which it
assumed the traditional U.S. life reinsurance business of Allianz Life Insurance
Company of North America ("Allianz Life"). The transaction added approximately
$278 billion of life reinsurance in-force, $246 million of premiums and $11
million of income before income tax expense, excluding minority interest
expense, in 2003. The effects of such transaction are included within the
Reinsurance segment.

     In 2002, the Company acquired Aseguradora Hidalgo S.A. ("Hidalgo"), an
insurance company based in Mexico with approximately $2.5 billion in assets as
of the date of acquisition (June 20, 2002). During the second quarter of 2003,
as a part of its acquisition and integration strategy, the International segment
completed the legal merger of Hidalgo into its original Mexican subsidiary,
Seguro Genesis, S.A., forming MetLife Mexico, S.A. As a result of the merger of
these companies, the Company recorded $62 million of earnings, net of income
taxes, from the merger and a reduction in policyholder liabilities resulting
from a

                                       F-33

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

change in methodology in determining the liability for future policy benefits.
Such benefit was recorded in the second quarter of 2003 in the International
segment.

     See Note 19 for information on the disposition of P.T. Sejahtera ("MetLife
Indonesia") and SSRM Holdings, Inc. ("SSRM").

3.  INVESTMENTS

  FIXED MATURITIES BY SECTOR AND EQUITY SECURITIES AVAILABLE-FOR-SALE

     The following tables set forth the cost or amortized cost, gross unrealized
gain and loss, and estimated fair value of the Company's fixed maturities by
sector and equity securities, the percentage of the total fixed maturities
holdings that each sector represents and the percentage of the total equity
securities at:



                                                         DECEMBER 31, 2005
                                         --------------------------------------------------
                                          COST OR    GROSS UNREALIZED
                                         AMORTIZED   -----------------   ESTIMATED    % OF
                                           COST       GAIN      LOSS     FAIR VALUE   TOTAL
                                         ---------   -------   -------   ----------   -----
                                                           (IN MILLIONS)
                                                                       
U.S. corporate securities..............  $ 72,339    $2,814    $  835     $ 74,318     32.3%
Residential mortgage-backed
  securities...........................    47,365       353       472       47,246     20.5
Foreign corporate securities...........    33,578     1,842       439       34,981     15.2
U.S. treasury/agency securities........    25,643     1,401        86       26,958     11.7
Commercial mortgage-backed
  securities...........................    17,682       223       207       17,698      7.7
Asset-backed securities................    11,533        91        51       11,573      5.0
Foreign government securities..........    10,080     1,401        35       11,446      5.0
State and political subdivision
  securities...........................     4,601       185        36        4,750      2.1
Other fixed maturity securities........       912        17        41          888      0.4
                                         --------    ------    ------     --------    -----
  Total bonds..........................   223,733     8,327     2,202      229,858     99.9
Redeemable preferred stocks............       193         2         3          192      0.1
                                         --------    ------    ------     --------    -----
  Total fixed maturities...............  $223,926    $8,329    $2,205     $230,050    100.0%
                                         ========    ======    ======     ========    =====
Common stocks..........................  $  2,004    $  250    $   30     $  2,224     66.6%
Non-redeemable preferred stocks........     1,080        45        11        1,114     33.4
                                         --------    ------    ------     --------    -----
  Total equity securities..............  $  3,084    $  295    $   41     $  3,338    100.0%
                                         ========    ======    ======     ========    =====


                                       F-34

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                          DECEMBER 31, 2004
                                          -------------------------------------------------
                                           COST OR    GROSS UNREALIZED
                                          AMORTIZED   ----------------   ESTIMATED    % OF
                                            COST        GAIN     LOSS    FAIR VALUE   TOTAL
                                          ---------   --------   -----   ----------   -----
                                                            (IN MILLIONS)
                                                                       
U.S. corporate securities...............  $ 58,022    $ 3,870    $172     $ 61,720     34.9%
Residential mortgage-backed
  securities............................    31,683        612      65       32,230     18.3
Foreign corporate securities............    24,972      2,582      85       27,469     15.6
U.S. treasury/agency securities.........    16,534      1,314      22       17,826     10.1
Commercial mortgage-backed securities...    12,099        440      38       12,501      7.1
Asset-backed securities.................    10,784        125      33       10,876      6.2
Foreign government securities...........     7,621        973      26        8,568      4.8
State and political subdivision
  securities............................     3,683        220       4        3,899      2.2
Other fixed maturity securities.........       887        131      33          985      0.6
                                          --------    -------    ----     --------    -----
  Total bonds...........................   166,285     10,267     478      176,074     99.8
Redeemable preferred stocks.............       326         --      23          303      0.2
                                          --------    -------    ----     --------    -----
  Total fixed maturities................  $166,611    $10,267    $501     $176,377    100.0%
                                          ========    =======    ====     ========    =====
Common stocks...........................  $  1,412    $   244    $  5     $  1,651     75.5%
Non-redeemable preferred stocks.........       501         39       3          537     24.5
                                          --------    -------    ----     --------    -----
  Total equity securities...............  $  1,913    $   283    $  8     $  2,188    100.0%
                                          ========    =======    ====     ========    =====


     The Company held foreign currency derivatives with notional amounts of
$5,695 million and $4,720 million to hedge the exchange rate risk associated
with foreign bonds and loans at December 31, 2005 and 2004, respectively.

     Excluding investments in U.S. Treasury securities and obligations of U.S.
government corporations and agencies, the Company is not exposed to any
significant concentration of credit risk in its fixed maturities portfolio.

     The Company held fixed maturities at estimated fair values that were below
investment grade or not rated by an independent rating agency that totaled
$15,157 million and $12,353 million at December 31, 2005 and 2004, respectively.
These securities had a net unrealized gain of $392 million and $935 million at
December 31, 2005 and 2004, respectively. Non-income producing fixed maturities
were $15 million and $90 million at December 31, 2005 and 2004, respectively.
Unrealized losses associated with non-income producing fixed maturities were $3
million and $11 million at December 31, 2005 and 2004, respectively.

                                       F-35

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The cost or amortized cost and estimated fair value of bonds at December
31, 2005 and 2004, by contractual maturity date (excluding scheduled sinking
funds), are shown below:



                                                              DECEMBER 31,
                                             -----------------------------------------------
                                                      2005                     2004
                                             ----------------------   ----------------------
                                              COST OR                  COST OR
                                             AMORTIZED   ESTIMATED    AMORTIZED   ESTIMATED
                                               COST      FAIR VALUE     COST      FAIR VALUE
                                             ---------   ----------   ---------   ----------
                                                              (IN MILLIONS)
                                                                      
Due in one year or less....................  $  7,083     $  7,124    $  6,749     $  6,844
Due after one year through five years......    36,100       36,557      29,846       31,164
Due after five years through ten years.....    45,303       46,256      33,531       35,996
Due after ten years........................    58,667       63,404      41,593       46,463
                                             --------     --------    --------     --------
  Subtotal.................................   147,153      153,341     111,719      120,467
Mortgage-backed, commercial mortgage-backed
  and other asset-backed securities........    76,580       76,517      54,566       55,607
                                             --------     --------    --------     --------
  Subtotal.................................   223,733      229,858     166,285      176,074
Redeemable preferred stock.................       193          192         326          303
                                             --------     --------    --------     --------
  Total fixed maturities...................  $223,926     $230,050    $166,611     $176,377
                                             ========     ========    ========     ========


     Bonds not due at a single maturity date have been included in the above
table in the year of final contractual maturity. Actual maturities may differ
from contractual maturities due to the exercise of prepayment options.

     Sales or disposals of fixed maturities and equity securities classified as
available-for-sale were as follows:



                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           2005      2004      2003
                                                         --------   -------   -------
                                                                (IN MILLIONS)
                                                                     
Proceeds...............................................  $127,709   $57,604   $54,801
Gross investment gains.................................  $    704   $   844   $   498
Gross investment losses................................  $ (1,391)  $  (516)  $  (500)


     Gross investment losses above exclude writedowns recorded during 2005, 2004
and 2003 for other-than-temporarily impaired available-for-sale fixed maturities
and equity securities of $64 million, $102 million and $355 million,
respectively.

     The Company periodically disposes of fixed maturity and equity securities
at a loss. Generally, such losses are insignificant in amount or in relation to
the cost basis of the investment or are attributable to declines in fair value
occurring in the period of disposition.

                                       F-36

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  UNREALIZED LOSSES FOR FIXED MATURITIES AND EQUITY SECURITIES
  AVAILABLE-FOR-SALE

     The following tables show the estimated fair values and gross unrealized
losses of the Company's fixed maturities (aggregated by sector) and equity
securities in an unrealized loss position, aggregated by length of time that the
securities have been in a continuous unrealized loss position at December 31,
2005 and 2004:



                                                              DECEMBER 31, 2005
                                  --------------------------------------------------------------------------
                                                           EQUAL TO OR GREATER THAN
                                   LESS THAN 12 MONTHS            12 MONTHS                   TOTAL
                                  ----------------------   ------------------------   ----------------------
                                  ESTIMATED     GROSS      ESTIMATED       GROSS      ESTIMATED     GROSS
                                    FAIR      UNREALIZED      FAIR      UNREALIZED      FAIR      UNREALIZED
                                    VALUE        LOSS        VALUE         LOSS         VALUE        LOSS
                                  ---------   ----------   ----------   -----------   ---------   ----------
                                                  (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                                
U.S. corporate securities.......   $29,018      $  737       $2,685        $ 98       $ 31,703      $  835
Residential mortgage-backed
  securities....................    31,258         434        1,291          38         32,549         472
Foreign corporate securities....    13,185         378        1,728          61         14,913         439
U.S. treasury/agency
  securities....................     7,759          85          113           1          7,872          86
Commercial mortgage-backed
  securities....................    10,190         185          685          22         10,875         207
Asset-backed securities.........     4,709          42          305           9          5,014          51
Foreign government securities...     1,203          31          327           4          1,530          35
State and political subdivision
  securities....................     1,050          36           16          --          1,066          36
Other fixed maturity
  securities....................       319          36           52           5            371          41
                                   -------      ------       ------        ----       --------      ------
  Total bonds...................    98,691       1,964        7,202         238        105,893       2,202
Redeemable preferred stocks.....        77           3           --          --             77           3
                                   -------      ------       ------        ----       --------      ------
  Total fixed maturities........   $98,768      $1,967       $7,202        $238       $105,970      $2,205
                                   =======      ======       ======        ====       ========      ======
Equity securities...............   $   671      $   34       $  131        $  7       $    802      $   41
                                   =======      ======       ======        ====       ========      ======
Total number of securities in an
  unrealized loss position......    12,787                      932                     13,719
                                   =======                   ======                   ========


                                       F-37

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                              DECEMBER 31, 2004
                                  --------------------------------------------------------------------------
                                                           EQUAL TO OR GREATER THAN
                                   LESS THAN 12 MONTHS            12 MONTHS                   TOTAL
                                  ----------------------   ------------------------   ----------------------
                                  ESTIMATED     GROSS      ESTIMATED       GROSS      ESTIMATED     GROSS
                                    FAIR      UNREALIZED      FAIR      UNREALIZED      FAIR      UNREALIZED
                                    VALUE        LOSS        VALUE         LOSS         VALUE        LOSS
                                  ---------   ----------   ----------   -----------   ---------   ----------
                                                  (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                                
U.S. corporate securities.......   $ 9,963       $120        $1,211         $52        $11,174       $172
Residential mortgage-backed
  securities....................     8,545         58           375           7          8,920         65
Foreign corporate securities....     3,979         71           456          14          4,435         85
U.S. treasury/agency
  securities....................     5,014         22             4          --          5,018         22
Commercial mortgage-backed
  securities....................     3,920         33           225           5          4,145         38
Asset-backed securities.........     3,927         25           209           8          4,136         33
Foreign government securities...       896         21           117           5          1,013         26
State and political subdivision
  securities....................       211          2            72           2            283          4
Other fixed maturity
  securities....................        46         33            26          --             72         33
                                   -------       ----        ------         ---        -------       ----
  Total bonds...................    36,501        385         2,695          93         39,196        478
Redeemable preferred stocks.....       303         23            --          --            303         23
                                   -------       ----        ------         ---        -------       ----
Total fixed maturities..........   $36,804       $408        $2,695         $93        $39,499       $501
                                   =======       ====        ======         ===        =======       ====
Equity securities...............   $   136       $  6        $   27         $ 2        $   163       $  8
                                   =======       ====        ======         ===        =======       ====
Total number of securities in an
  unrealized loss position......     4,206                      402                      4,608
                                   =======                   ======                    =======


  AGING OF GROSS UNREALIZED LOSSES FOR FIXED MATURITIES AND EQUITY SECURITIES
  AVAILABLE-FOR-SALE

     The following tables present the cost or amortized cost, gross unrealized
losses and number of securities for fixed maturities and equity securities at
December 31, 2005 and December 31, 2004, where the estimated fair value had
declined and remained below cost or amortized cost by less than 20%, or 20% or
more for:



                                                       DECEMBER 31, 2005
                                  ------------------------------------------------------------
                                  COST OR AMORTIZED     GROSS UNREALIZED        NUMBER OF
                                         COST                LOSSES             SECURITIES
                                  ------------------   ------------------   ------------------
                                  LESS THAN   20% OR   LESS THAN   20% OR   LESS THAN   20% OR
                                     20%       MORE       20%       MORE       20%       MORE
                                  ---------   ------   ---------   ------   ---------   ------
                                           (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                      
Less than six months............  $ 92,512     $213     $1,707      $51      11,441      308
Six months or greater but less
  than nine months..............     3,704        5        108        2         456        7
Nine months or greater but less
  than twelve months............     5,006       --        133       --         573        2
Twelve months or greater........     7,555       23        240        5         924        8
                                  --------     ----     ------      ---      ------      ---
  Total.........................  $108,777     $241     $2,188      $58      13,394      325
                                  ========     ====     ======      ===      ======      ===


                                       F-38

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                       DECEMBER 31, 2004
                                  ------------------------------------------------------------
                                  COST OR AMORTIZED     GROSS UNREALIZED        NUMBER OF
                                         COST                LOSSES             SECURITIES
                                  ------------------   ------------------   ------------------
                                  LESS THAN   20% OR   LESS THAN   20% OR   LESS THAN   20% OR
                                     20%       MORE       20%       MORE       20%       MORE
                                  ---------   ------   ---------   ------   ---------   ------
                                           (IN MILLIONS, EXCEPT NUMBER OF SECURITIES)
                                                                      
Less than six months............   $27,175     $ 79      $246       $18       3,186      117
Six months or greater but less
  than nine months..............     8,477        9       111         2         687        5
Nine months or greater but less
  than twelve months............     1,595       19        33         4         206        5
Twelve months or greater........     2,798       19        80        15         395        7
                                   -------     ----      ----       ---       -----      ---
  Total.........................   $40,045     $126      $470       $39       4,474      134
                                   =======     ====      ====       ===       =====      ===


     As of December 31, 2005, $2,188 million of unrealized losses related to
securities with an unrealized loss position less than 20% of cost or amortized
cost, which represented 2% of the cost or amortized cost of such securities. As
of December 31, 2004, $470 million of unrealized losses related to securities
with an unrealized loss position less than 20% of cost or amortized cost, which
represented 1% of the cost or amortized cost of such securities.

     As of December 31, 2005, $58 million of unrealized losses related to
securities with an unrealized loss position greater than 20% of cost or
amortized cost, which represented 24% of the cost or amortized cost of such
securities. Of such unrealized losses of $58 million, $51 million have been in
an unrealized loss position for a period of less than six months. As of December
31, 2004, $39 million of unrealized losses related to securities with an
unrealized loss position greater than 20% of cost or amortized cost, which
represented 31% of the cost or amortized cost of such securities. Of such
unrealized losses of $39 million, $18 million have been in an unrealized loss
position for a period of less than six months.

     As described more fully in Note 1, the Company performs a regular
evaluation, on a security-by-security basis, of its investment holdings in
accordance with its impairment policy in order to evaluate whether such
securities are other-than-temporarily impaired. The increase in the unrealized
losses during 2005 is principally driven by an increase in interest rates during
the year. Based upon the Company's evaluation of the securities in accordance
with its impairment policy, the cause of the decline being principally
attributable to the general rise in rates during the year, and the Company's
intent and ability to hold the fixed income and equity securities with
unrealized losses for a period of time sufficient for them to recover; the
Company has concluded that the aforementioned securities are not
other-than-temporarily impaired.

  SECURITIES LENDING PROGRAM

     The Company participates in a securities lending program whereby blocks of
securities, which are included in fixed maturity securities, are loaned to third
parties, primarily major brokerage firms. The Company requires a minimum of 102%
of the fair value of the loaned securities to be separately maintained as
collateral for the loans. Securities with a cost or amortized cost of $32,068
million and $26,564 million and an estimated fair value of $32,954 million and
$27,974 million were on loan under the program at December 31, 2005 and 2004,
respectively. Securities loaned under such transactions may be sold or repledged
by the transferee. The Company was liable for cash collateral under its control
of $33,893 million and $28,678 million at December 31, 2005 and 2004,
respectively. Securities loaned transactions are accounted for as financing
arrangements on the Company's consolidated balance sheets and consolidated
statements of cash flows and the income and expenses associated with the program
are reported in net investment income as investment income and investment
expenses, respectively. Security collateral of $207 million and $17 million,
respectively, at December 31, 2005 and 2004 on deposit from customers in
connection with the securities lending transactions may not be sold or repledged
and is not reflected in the consolidated financial statements.

                                       F-39

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  ASSETS ON DEPOSIT AND HELD IN TRUST

     The Company had investment assets on deposit with regulatory agencies with
a fair market value of $1,597 million and $1,390 million at December 31, 2005
and 2004, respectively, consisting primarily of fixed maturity securities.
Company securities held in trust to satisfy collateral requirements had an
amortized cost of $1,863 million and $2,473 million at December 31, 2005 and
2004, respectively, consisting primarily of fixed maturity and equity
securities.

  MORTGAGE AND CONSUMER LOANS

     Mortgage and consumer loans were categorized as follows:



                                                               DECEMBER 31,
                                                   -------------------------------------
                                                         2005                2004
                                                   -----------------   -----------------
                                                   AMOUNT    PERCENT   AMOUNT    PERCENT
                                                   -------   -------   -------   -------
                                                               (IN MILLIONS)
                                                                     
Commercial mortgage loans........................  $28,169      75%    $25,139      77%
Agricultural mortgage loans......................    7,711      21       5,914      18
Consumer loans...................................    1,482       4       1,510       5
                                                   -------     ---     -------     ---
  Total..........................................   37,362     100%     32,563     100%
                                                               ===                 ===
Less: Valuation allowances.......................      172                 157
                                                   -------             -------
Mortgage and consumer loans......................  $37,190             $32,406
                                                   =======             =======


     Mortgage loans are collateralized by properties primarily located in the
United States. At December 31, 2005, approximately 22%, 9% and 7% of the
properties were located in California, New York and Illinois, respectively.
Generally, the Company (as the lender) requires that a minimum of one-fourth of
the purchase price of the underlying real estate be paid by the borrower.

     Certain of the Company's real estate joint ventures have mortgage loans
with the Company. The carrying values of such mortgages were $379 million and
$641 million at December 31, 2005 and 2004, respectively.

     Changes in loan valuation allowances for mortgage and consumer loans were
as follows:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Balance, beginning of year..................................  $157   $129   $126
Additions...................................................    64     57     52
Deductions..................................................   (49)   (29)   (49)
                                                              ----   ----   ----
Balance, end of year........................................  $172   $157   $129
                                                              ====   ====   ====


     A portion of the Company's mortgage and consumer loans was impaired and
consisted of the following:



                                                              DECEMBER 31,
                                                              -------------
                                                              2005    2004
                                                              -----   -----
                                                              (IN MILLIONS)
                                                                
Impaired loans with valuation allowances....................  $ 22    $185
Impaired loans without valuation allowances.................   116     133
                                                              ----    ----
  Total.....................................................   138     318
Less: Valuation allowances on impaired loans................     4      41
                                                              ----    ----
  Impaired loans............................................  $134    $277
                                                              ====    ====


                                       F-40

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The average investment in impaired loans was $187 million, $404 million and
$652 million for the years ended December 31, 2005, 2004 and 2003, respectively.
Interest income on impaired loans was $12 million, $29 million and $58 million
for the years ended December 31, 2005, 2004 and 2003, respectively.

     The investment in restructured loans was $37 million and $125 million at
December 31, 2005 and 2004, respectively. Interest income of $2 million, $9
million and $19 million was recognized on restructured loans for the years ended
December 31, 2005, 2004 and 2003, respectively. Gross interest income that would
have been recorded in accordance with the original terms of such loans amounted
to $3 million, $12 million and $24 million for the years ended December 31,
2005, 2004 and 2003, respectively.

     Mortgage and consumer loans with scheduled payments of 60 days (90 days for
agricultural mortgages) or more past due or in foreclosure had an amortized cost
of $60 million and $58 million at December 31, 2005 and 2004, respectively.

  REAL ESTATE AND REAL ESTATE JOINT VENTURES

     Real estate and real estate joint ventures consisted of the following:



                                                               DECEMBER 31,
                                                              ---------------
                                                               2005     2004
                                                              ------   ------
                                                               (IN MILLIONS)
                                                                 
Real estate and real estate joint ventures
  held-for-investment.......................................  $4,783   $3,194
Impairments.................................................    (118)    (118)
                                                              ------   ------
  Total.....................................................   4,665    3,076
                                                              ------   ------
Real estate held-for-sale...................................      --    1,173
Impairments.................................................      --      (16)
                                                              ------   ------
  Total.....................................................      --    1,157
                                                              ------   ------
Real estate and real estate joint ventures..................  $4,665   $4,233
                                                              ======   ======


     Accumulated depreciation on real estate was $1,326 million and $2,005
million at December 31, 2005 and 2004, respectively. Related depreciation
expense was $136 million, $179 million and $183 million for the years ended
December 31, 2005, 2004 and 2003, respectively. These amounts include $15
million, $76 million and $86 million of depreciation expense related to
discontinued operations for the years ended December 31, 2005, 2004 and 2003,
respectively.

     Real estate and real estate joint ventures were categorized as follows:



                                                                DECEMBER 31,
                                                     -----------------------------------
                                                           2005               2004
                                                     ----------------   ----------------
                                                     AMOUNT   PERCENT   AMOUNT   PERCENT
                                                     ------   -------   ------   -------
                                                                (IN MILLIONS)
                                                                     
Office.............................................  $2,597      56%    $2,297      54%
Apartments.........................................     892      19        918      22
Retail.............................................     614      13        558      13
Other..............................................     469      10        403      10
Land...............................................      60       1         56       1
Agriculture........................................      33       1          1      --
                                                     ------     ---     ------     ---
  Total............................................  $4,665     100%    $4,233     100%
                                                     ======     ===     ======     ===


     The Company's real estate holdings are primarily located in the United
States. At December 31, 2005, approximately 23%, 22% and 16% of the Company's
real estate holdings were located in California, New York and Texas,
respectively.
                                       F-41

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Changes in the real estate and real estate joint ventures held-for-sale
valuation allowance were as follows:



                                                                  YEARS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                               2005    2004   2003
                                                              ------   ----   ----
                                                                 (IN MILLIONS)
                                                                     
Balance, beginning of year..................................  $    4   $ 12   $ 11
Additions...................................................       5     13     17
Deductions..................................................      (9)   (21)   (16)
                                                              ------   ----   ----
Balance, end of year........................................  $   --   $  4   $ 12
                                                              ======   ====   ====


     Investment income related to impaired real estate and real estate joint
ventures held-for-investment was $7 million, $15 million and $34 million for the
years ended December 31, 2005, 2004 and 2003, respectively. There was no
investment income (expense) related to impaired real estate and real estate
joint ventures held-for-sale for the year ended December 31, 2005. Investment
income (expense) related to impaired real estate and real estate joint ventures
held-for-sale was ($1) million and $1 million for the years ended December 31,
2004 and 2003, respectively. The carrying value of non-income producing real
estate and real estate joint ventures was $37 million and $41 million at
December 31, 2005 and 2004, respectively.

     The Company owned real estate acquired in satisfaction of debt of $4
million at December 31, 2005 and 2004.

  LEVERAGED LEASES

     Leveraged leases, included in other invested assets, consisted of the
following:



                                                               DECEMBER 31,
                                                              ---------------
                                                               2005     2004
                                                              ------   ------
                                                               (IN MILLIONS)
                                                                 
Investment..................................................  $  991   $1,059
Estimated residual values...................................     735      480
                                                              ------   ------
  Total.....................................................   1,726    1,539
Unearned income.............................................    (645)    (424)
                                                              ------   ------
  Leveraged leases..........................................  $1,081   $1,115
                                                              ======   ======


     The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from one to 15 years, but in
certain circumstances are as long as 30 years. These receivables are generally
collateralized by the related property. The Company's deferred income tax
liability related to leveraged leases was $605 million and $757 million at
December 31, 2005 and 2004, respectively.

  FUNDS WITHHELD AT INTEREST

     Included in other invested assets at December 31, 2005 and 2004, were funds
withheld at interest of $3,492 million and $2,801 million, respectively.

                                       F-42

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  NET INVESTMENT INCOME

     The components of net investment income were as follows:



                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
Fixed maturities........................................  $11,414   $ 9,397   $ 8,789
Equity securities.......................................       65        80        31
Mortgage and consumer loans.............................    2,302     1,963     1,903
Real estate and real estate joint ventures..............      804       680       606
Policy loans............................................      572       541       554
Other limited partnership interests.....................      709       324        80
Cash, cash equivalents and short-term investments.......      400       167       171
Other...................................................      472       219       224
                                                          -------   -------   -------
  Total.................................................   16,738    13,371    12,358
Less: Investment expenses...............................    1,828     1,007       886
                                                          -------   -------   -------
  Net investment income.................................  $14,910   $12,364   $11,472
                                                          =======   =======   =======


  NET INVESTMENT GAINS (LOSSES)

     Net investment gains (losses) were as follows:



                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                   (IN MILLIONS)
                                                                       
Fixed maturities............................................  $(868)   $  71    $(398)
Equity securities...........................................    117      155       41
Mortgage and consumer loans.................................     17      (47)     (56)
Real estate and real estate joint ventures..................     14       16       19
Other limited partnership interests.........................     42       53      (84)
Sales of businesses.........................................      8       23       --
Derivatives.................................................    381     (255)    (103)
Other.......................................................    196      159       30
                                                              -----    -----    -----
  Net investment gains (losses).............................  $ (93)   $ 175    $(551)
                                                              =====    =====    =====


                                       F-43

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NET UNREALIZED INVESTMENT GAINS (LOSSES)

     The components of net unrealized investment gains (losses), included in
accumulated other comprehensive income, were as follows:



                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
Fixed maturities........................................  $ 6,132   $ 9,602   $ 9,204
Equity securities.......................................      247       287       376
Derivatives.............................................     (142)     (503)     (427)
Minority interest.......................................     (171)     (104)      (51)
Other...................................................     (102)       39        18
                                                          -------   -------   -------
  Total.................................................    5,964     9,321     9,120
                                                          -------   -------   -------
Amounts allocated from:
  Future policy benefit loss recognition................   (1,410)   (1,991)   (1,482)
  DAC and VOBA..........................................      (79)     (541)     (674)
  Participating contracts...............................       --        --      (183)
Policyholder dividend obligation........................   (1,492)   (2,119)   (2,130)
                                                          -------   -------   -------
  Total.................................................   (2,981)   (4,651)   (4,469)
                                                          -------   -------   -------
Deferred income taxes...................................   (1,041)   (1,676)   (1,679)
                                                          -------   -------   -------
  Total.................................................   (4,022)   (6,327)   (6,148)
                                                          -------   -------   -------
     Net unrealized investment gains (losses)...........  $ 1,942   $ 2,994   $ 2,972
                                                          =======   =======   =======


     The changes in net unrealized investment gains (losses) were as follows:



                                                            YEARS ENDED DECEMBER 31,
                                                            -------------------------
                                                             2005      2004     2003
                                                            -------   ------   ------
                                                                  (IN MILLIONS)
                                                                      
Balance, beginning of year................................  $ 2,994   $2,972   $2,282
Unrealized investment gains (losses) during the year......   (3,372)     201    1,711
Unrealized investment gains of subsidiaries at the date of
  sale....................................................       15       --       --
Unrealized investment gains (losses) relating to:
  Future policy benefit gains (losses) recognition........      581     (509)    (213)
  Deferred policy acquisition costs.......................      462      133     (115)
  Participating contracts.................................       --      183      (30)
  Policyholder dividend obligation........................      627       11     (248)
  Deferred income taxes...................................      635        3     (415)
                                                            -------   ------   ------
Balance, end of year......................................  $ 1,942   $2,994   $2,972
                                                            =======   ======   ======
Net change in unrealized investment gains (losses)........  $(1,052)  $   22   $  690
                                                            =======   ======   ======


  TRADING SECURITIES

     Net investment income for the year ended December 31, 2005 includes $37
million of gains (losses) on securities classified as trading. Of this amount,
$42 million relates to net gains (losses) recognized on trading

                                       F-44

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

securities sold during the year ended December 31, 2005. The remaining ($5)
million for the year ended December 31, 2005 relates to changes in fair value on
trading securities held at December 31, 2005. The Company did not have any
trading securities during the years ended December 31, 2004 and 2003.

     As part of the acquisition of Travelers on July 1, 2005, the Company
acquired Travelers' investment in Tribeca. Tribeca is a feeder fund investment
structure whereby the feeder fund invests substantially all of its assets in the
master fund, Tribeca Global Convertible Instruments Ltd. The primary investment
objective of the master fund is to achieve enhanced risk-adjusted return by
investing in domestic and foreign equities and equity-related securities
utilizing such strategies as convertible securities arbitrage. MetLife is the
majority owner of the feeder fund and consolidates the fund within its
consolidated financial statements. Approximately $452 million of Tribeca's
investments are reported as trading securities in the accompanying consolidated
financial statements with changes in fair value recognized in net investment
income.

  STRUCTURED INVESTMENT TRANSACTIONS

     The Company invests in structured notes and similar type instruments, which
generally provide equity-based returns on debt securities. The carrying value of
such investments was approximately $362 million and $666 million at December 31,
2005 and 2004, respectively. The related net investment income recognized was
$28 million, $45 million and $78 million for the years ended December 31, 2005,
2004 and 2003, respectively.

  VARIABLE INTEREST ENTITIES

     The following table presents the total assets of and maximum exposure to
loss relating to VIEs for which the Company has concluded that (i) it is the
primary beneficiary and which are consolidated in the Company's consolidated
financial statements at December 31, 2005; and (ii) it holds significant
variable interests but it is not the primary beneficiary and which have not been
consolidated:



                                                             DECEMBER 31, 2005
                                             -------------------------------------------------
                                               PRIMARY BENEFICIARY     NOT PRIMARY BENEFICIARY
                                             -----------------------   -----------------------
                                                           MAXIMUM                   MAXIMUM
                                               TOTAL     EXPOSURE TO     TOTAL     EXPOSURE TO
                                             ASSETS(1)     LOSS(2)     ASSETS(1)     LOSS(2)
                                             ---------   -----------   ---------   -----------
                                                               (IN MILLIONS)
                                                                       
Asset-backed securitizations and
  collateralized debt obligations..........    $ --         $ --        $ 3,728      $  463
Real estate joint ventures(3)..............     304          114            246          19
Other limited partnerships(4)..............      48           35         15,760       2,109
Other investments(5).......................      --           --          3,722         242
                                               ----         ----        -------      ------
Total......................................    $352         $149        $23,456      $2,833
                                               ====         ====        =======      ======


- ---------------

(1) The assets of the asset-backed securitizations and collateralized debt
    obligations are reflected at fair value at December 31, 2005. The assets of
    the real estate joint ventures, other limited partnerships and other
    investments are reflected at the carrying amounts at which such assets would
    have been reflected on the Company's balance sheet had the Company
    consolidated the VIE from the date of its initial investment in the entity.

(2) The maximum exposure to loss of the asset-backed securitizations and
    collateralized debt obligations is equal to the carrying amounts of
    participation or retained interests. In addition, the Company provides
    collateral management services for certain of these structures for which it
    collects a management fee. The maximum exposure to loss relating to real
    estate joint ventures, other limited partnerships and other investments is
    equal to the carrying amounts plus any unfunded commitments, reduced by
    amounts guaranteed by other partners.

                                       F-45

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) Real estate joint ventures include partnerships and other ventures which
    engage in the acquisition, development, management and disposal of real
    estate investments.

(4) Other limited partnerships include partnerships established for the purpose
    of investing in real estate funds, public and private debt and equity
    securities, as well as limited partnerships established for the purpose of
    investing in low-income housing that qualifies for federal tax credits.

(5) Other investments include securities that are not asset-backed
    securitizations or collateralized debt obligations.

4.  DERIVATIVE FINANCIAL INSTRUMENTS

  TYPES OF DERIVATIVE INSTRUMENTS

     The following table provides a summary of the notional amounts and current
market or fair value of derivative financial instruments held at:



                                       DECEMBER 31, 2005                 DECEMBER 31, 2004
                                -------------------------------   -------------------------------
                                            CURRENT MARKET OR                 CURRENT MARKET OR
                                                FAIR VALUE                        FAIR VALUE
                                NOTIONAL   --------------------   NOTIONAL   --------------------
                                 AMOUNT    ASSETS   LIABILITIES    AMOUNT    ASSETS   LIABILITIES
                                --------   ------   -----------   --------   ------   -----------
                                                          (IN MILLIONS)
                                                                    
Interest rate swaps...........  $20,444    $  653     $   69      $12,681     $284      $   22
Interest rate floors..........   10,975       134         --        3,325       38          --
Interest rate caps............   27,990       242         --        7,045       12          --
Financial futures.............    1,159        12          8          611       --          13
Foreign currency swaps........   14,274       527        991        8,214      150       1,302
Foreign currency forwards.....    4,622        64         92        1,013        5          57
Options.......................      815       356          6          263       37           7
Financial forwards............    2,452        13          4          326       --          --
Credit default swaps..........    5,882        13         11        1,897       11           5
Synthetic GICs................    5,477        --         --        5,869       --          --
Other.........................      250         9         --          450        1           1
                                -------    ------     ------      -------     ----      ------
  Total.......................  $94,340    $2,023     $1,181      $41,694     $538      $1,407
                                =======    ======     ======      =======     ====      ======


     The above table does not include notional values for equity futures, equity
financial forwards, and equity options. At December 31, 2005 and 2004, the
Company owned 3,305 and 776 equity futures contracts, respectively. Equity
futures market values are included in financial futures in the preceding table.
At December 31, 2005 and 2004, the Company owned 213,000 and no equity financial
forwards, respectively. Equity financial forwards market values are included in
financial forwards in the preceding table. At December 31, 2005 and 2004, the
Company owned 4,720,254 and 493,358 equity options, respectively. Equity options
market values are included in options in the preceding table. The notional
amount of $562 million related to equity options for 2004 has been removed from
the above table to conform with the 2005 presentation.

                                       F-46

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table provides a summary of the notional amounts of
derivative financial instruments by maturity at December 31, 2005:



                                                         REMAINING LIFE
                                  ------------------------------------------------------------
                                                AFTER ONE    AFTER FIVE
                                                   YEAR         YEARS
                                  ONE YEAR OR    THROUGH     THROUGH TEN   AFTER TEN
                                     LESS       FIVE YEARS      YEARS        YEARS      TOTAL
                                  -----------   ----------   -----------   ---------   -------
                                                         (IN MILLIONS)
                                                                        
Interest rate swaps.............    $ 5,021      $ 6,955       $ 5,100      $3,368     $20,444
Interest rate floors............         --          325        10,650          --      10,975
Interest rate caps..............     14,900       13,090            --          --      27,990
Financial futures...............      1,159           --            --          --       1,159
Foreign currency swaps..........        751        4,811         6,316       2,396      14,274
Foreign currency forwards.......      4,622           --            --          --       4,622
Options.........................        220          594             1          --         815
Financial forwards..............        452           --            --       2,000       2,452
Credit default swaps............        675        4,931           276          --       5,882
Synthetic GICs..................      4,751          726            --          --       5,477
Other...........................        250           --            --          --         250
                                    -------      -------       -------      ------     -------
  Total.........................    $32,801      $31,432       $22,343      $7,764     $94,340
                                    =======      =======       =======      ======     =======


     Interest rate swaps are used by the Company primarily to reduce market
risks from changes in interest rates and to alter interest rate exposure arising
from mismatches between assets and liabilities (duration mismatches). In an
interest rate swap, the Company agrees with another party to exchange, at
specified intervals, the difference between fixed rate and floating rate
interest amounts as calculated by reference to an agreed notional principal
amount. These transactions are entered into pursuant to master agreements that
provide for a single net payment to be made by the counterparty at each due
date.

     The Company also enters into basis swaps to better match the cash flows
from assets and related liabilities. In a basis swap, both legs of the swap are
floating with each based on a different index. Generally, no cash is exchanged
at the outset of the contract and no principal payments are made by either
party. A single net payment is usually made by one counterparty at each due
date. Basis swaps are included in interest rate swaps in the preceding table.

     Interest rate caps and floors are used by the Company primarily to protect
its floating rate liabilities against rises in interest rates above a specified
level, and against interest rate exposure arising from mismatches between assets
and liabilities (duration mismatches), as well as to protect its minimum rate
guarantee liabilities against declines in interest rates below a specified
level, respectively.

     In exchange-traded interest rate (Treasury and swap) and equity futures
transactions, the Company agrees to purchase or sell a specified number of
contracts, the value of which is determined by the different classes of interest
rate and equity securities, and to post variation margin on a daily basis in an
amount equal to the difference in the daily market values of those contracts.
The Company enters into exchange-traded futures with regulated futures
commission merchants that are members of the exchange.

     Exchange-traded interest rate (Treasury and swap) futures are used
primarily to hedge mismatches between the duration of assets in a portfolio and
the duration of liabilities supported by those assets, to hedge against changes
in value of securities the Company owns or anticipates acquiring, and to hedge
against changes in interest rates on anticipated liability issuances by
replicating Treasury or swap curve performance. The value of interest rate
futures is substantially impacted in interest rates and they can be used to
modify or hedge existing interest rate risk.

                                       F-47

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Exchange-traded equity futures are used primarily to hedge liabilities
embedded in certain variable annuity products offered by the Company.

     Foreign currency derivatives, including foreign currency swaps, foreign
currency forwards and currency option contracts, are used by the Company to
reduce the risk from fluctuations in foreign currency exchange rates associated
with its assets and liabilities denominated in foreign currencies. The Company
also uses foreign currency forwards and swaps to hedge the foreign currency risk
associated with certain of its net investments in foreign operations.

     In a foreign currency swap transaction, the Company agrees with another
party to exchange, at specified intervals, the difference between one currency
and another at a forward exchange rate calculated by reference to an agreed upon
principal amount. The principal amount of each currency is exchanged at the
inception and termination of the currency swap by each party.

     In a foreign currency forward transaction, the Company agrees with another
party to deliver a specified amount of an identified currency at a specified
future date. The price is agreed upon at the time of the contract and payment
for such a contract is made in a different currency at the specified future
date.

     The Company enters into currency option contracts that give it the right,
but not the obligation, to sell the foreign currency amount in exchange for a
functional currency amount within a limited time at a contracted price. The
contracts may also be net settled in cash, based on differentials in the foreign
exchange rate and the strike price. Currency option contracts are included in
options in the preceding table.

     Swaptions are used by the Company primarily to sell, or monetize, embedded
call options in its fixed rate liabilities. A swaption is an option to enter
into a swap with an effective date equal to the exercise date of the embedded
call and a maturity date equal to the maturity date of the underlying liability.
The Company receives a premium for entering into the swaption. Swaptions are
included in options in the preceding table.

     Equity index options are used by the Company primarily to hedge minimum
guarantees embedded in certain variable annuity products offered by the Company.
To hedge against adverse changes in equity indices, the Company enters into
contracts to sell the equity index within a limited time at a contracted price.
The contracts will be net settled in cash based on differentials in the indices
at time of exercise and the strike price. Equity index options are included in
options in the preceding table.

     The Company enters into financial forwards to buy and sell securities. The
price is agreed upon at the time of the contract and payment for such a contract
is made at a specified future date.

     Equity variance swaps are used by the Company primarily to hedge minimum
guarantees embedded in certain variable annuity products offered by the Company.
In an equity variance swap, the Company agrees with another party to exchange
amounts in the future, based on changes in equity volatility over a defined
period. Equity variance swaps are included in financial forwards in the
preceding table.

     Swap spread locks are used by the Company to hedge invested assets on an
economic basis against the risk of changes in credit spreads. Swap spread locks
are forward starting swaps where the Company agrees to pay a coupon based on a
predetermined reference swap spread in exchange for receiving a coupon based on
a floating rate. The Company has the option to cash settle with the counterparty
in lieu of maintaining the swap after the effective date. Swap spread locks are
included in financial forwards in the preceding table.

     Certain credit default swaps are used by the Company to hedge against
credit-related changes in the value of its investments and to diversify its
credit risk exposure in certain portfolios. In a credit default swap
transaction, the Company agrees with another party, at specified intervals, to
pay a premium to insure credit risk. If a credit event, as defined by the
contract, occurs, generally the contract will require the swap to be settled
gross by the delivery of par quantities of the referenced investment equal to
the specified swap notional in exchange for the payment of cash amounts by the
counterparty equal to the par value of the investment surrendered.

                                       F-48

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Credit default swaps are also used in replication synthetic asset
transactions ("RSATs") to synthetically create investments that are either more
expensive to acquire or otherwise unavailable in the cash markets. RSATs are a
combination of a derivative and usually a U.S. Treasury or Agency security.
RSATs that involve the use of credit default swaps are included in such
classification in the preceding table.

     Total rate of return swaps ("TRRs") are swaps whereby the Company agrees
with another party to exchange, at specified intervals, the difference between
the economic risk and reward of an asset or a market index and LIBOR, calculated
by reference to an agreed notional principal amount. No cash is exchanged at the
outset of the contract. Cash is paid and received over the life of the contract
based on the terms of the swap. These transactions are entered into pursuant to
master agreements that provide for a single net payment to be made by the
counterparty at each due date. TRRs can be used as hedges or RSATs and are
included in the other classification in the preceding table.

     A synthetic GIC is a contract that simulates the performance of a
traditional GIC through the use of financial instruments. Under a synthetic GIC,
the policyholder owns the underlying assets. The Company guarantees a rate
return on those assets for a premium.

  HEDGING

     The table below provides a summary of the notional amount and fair value of
derivatives by type of hedge designation at:



                                       DECEMBER 31, 2005                 DECEMBER 31, 2004
                                -------------------------------   -------------------------------
                                                FAIR VALUE                        FAIR VALUE
                                NOTIONAL   --------------------   NOTIONAL   --------------------
                                 AMOUNT    ASSETS   LIABILITIES    AMOUNT    ASSETS   LIABILITIES
                                --------   ------   -----------   --------   ------   -----------
                                                          (IN MILLIONS)
                                                                    
Fair value....................  $ 4,506    $   51     $  104      $ 4,879     $173      $  234
Cash flow.....................    8,301        31        505        8,787       41         689
Foreign operations............    2,005        13         70          535       --          47
Non-qualifying................   79,528     1,928        502       27,493      324         437
                                -------    ------     ------      -------     ----      ------
  Total.......................  $94,340    $2,023     $1,181      $41,694     $538      $1,407
                                =======    ======     ======      =======     ====      ======


     The following table provides the settlement payments recorded in income for
the:



                                                              YEARS ENDED DECEMBER 31,
                                                              -------------------------
                                                               2005     2004      2003
                                                              ------   -------   ------
                                                                    (IN MILLIONS)
                                                                        
Qualifying hedges:
  Net investment income.....................................   $ 42     $(147)    $(63)
  Interest credited to policyholder account balances........     17        45       --
  Other expenses............................................     (8)       --       --
Non-qualifying hedges:
  Net investment gains (losses).............................     86        51       84
                                                               ----     -----     ----
     Total..................................................   $137     $ (51)    $ 21
                                                               ====     =====     ====


  FAIR VALUE HEDGES

     The Company designates and accounts for the following as fair value hedges
when they have met the requirements of SFAS 133: (i) interest rate swaps to
convert fixed rate investments to floating rate investments; (ii) foreign
currency swaps to hedge the foreign currency fair value exposure of foreign
currency

                                       F-49

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

denominated investments and liabilities; and (iii) interest rate futures to
hedge against changes in value of fixed rate securities.

     The Company recognized net investment gains (losses) representing the
ineffective portion of all fair value hedges as follows:



                                                               YEARS ENDED DECEMBER 31,
                                                              --------------------------
                                                               2005      2004     2003
                                                              -------   ------   -------
                                                                    (IN MILLIONS)
                                                                        
Changes in the fair value of derivatives....................   $(118)    $ 62     $(191)
Changes in the fair value of the items hedged...............     115      (48)      159
                                                               -----     ----     -----
Net ineffectiveness of fair value hedging activities........   $  (3)    $ 14     $ (32)
                                                               =====     ====     =====


     All components of each derivative's gain or loss were included in the
assessment of hedge ineffectiveness. There were no instances in which the
Company discontinued fair value hedge accounting due to a hedged firm commitment
no longer qualifying as a fair value hedge.

  CASH FLOW HEDGES

     The Company designates and accounts for the following as cash flow hedges,
when they have met the requirements of SFAS 133: (i) interest rate swaps to
convert floating rate investments to fixed rate investments; (ii) interest rate
swaps to convert floating rate liabilities into fixed rate liabilities; (iii)
foreign currency swaps to hedge the foreign currency cash flow exposure of
foreign currency denominated investments and liabilities; (iv) interest rate
futures to hedge against changes in value of securities to be acquired; (v)
interest rate futures to hedge against changes in interest rates on liabilities
to be issued; and (vi) financial forwards to buy and sell securities.

     For the years ended December 31, 2005, 2004 and 2003, the Company
recognized net investment gains (losses) of ($25) million, ($45) million, and
($68) million, respectively, which represented the ineffective portion of all
cash flow hedges. All components of each derivative's gains or loss were
included in the assessment of hedge ineffectiveness. In certain instances, the
Company discontinued cash flow hedge accounting because the forecasted
transactions did not occur on the anticipated date or in the additional time
period permitted by SFAS 133. The net amounts reclassified into net investment
gains (losses) for the years ended December 31, 2005, 2004 and 2003 related to
such discontinued cash flow hedges were losses of $42 million, $51 million and
$0 million, respectively. There were no hedged forecasted transactions, other
than the receipt or payment of variable interest payments.

     Presented below is a roll forward of the components of other comprehensive
income (loss), before income taxes, related to cash flow hedges:



                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                   (IN MILLIONS)
                                                                       
Other comprehensive income (loss) balance at the beginning
  of the year...............................................  $(456)   $(417)   $ (24)
Gains (losses) deferred in other comprehensive income (loss)
  on the effective portion of cash flow hedges..............    270      (97)    (399)
Amounts reclassified to net investment gains (losses).......     44       63       12
Amounts reclassified to net investment income...............      2        2        2
Amortization of transition adjustment.......................     (2)      (7)      (8)
                                                              -----    -----    -----
Other comprehensive income (losses) balance at the end of
  the year..................................................  $(142)   $(456)   $(417)
                                                              =====    =====    =====


                                       F-50

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At December 31, 2005, approximately $23 million of the deferred net loss on
derivatives accumulated in other comprehensive income (loss) is expected to be
reclassified to earnings during the year ending December 31, 2006.

  HEDGES OF NET INVESTMENTS IN FOREIGN OPERATIONS

     The Company uses forward exchange contracts, foreign currency swaps and
options to hedge portions of its net investment in foreign operations against
adverse movements in exchange rates. The Company measures ineffectiveness on the
forward exchange contracts based upon the change in forward rates. There was no
ineffectiveness recorded in 2005, 2004 or 2003.

     The Company's consolidated statements of stockholders' equity for the years
ended December 31, 2005, 2004 and 2003 include losses of $115 million, $47
million and $10 million, respectively, related to foreign currency contracts
used to hedge its net investments in foreign operations. At December 31, 2005
and 2004, the cumulative foreign currency translation loss recorded in AOCI
related to these hedges was approximately $172 million and $57 million,
respectively. When substantially all of the net investments in foreign
operations are sold or liquidated, the amounts in AOCI are reclassified to the
consolidated statements of income, while a pro rata portion will be reclassified
upon partial sale of the net investments in foreign operations.

  NON-QUALIFYING DERIVATIVES AND DERIVATIVES FOR PURPOSES OTHER THAN HEDGING

     The Company enters into the following derivatives that do not qualify for
hedge accounting under SFAS 133 or for purposes other than hedging: (i) interest
rate swaps, purchased caps and floors, and interest rate futures to minimize its
exposure to interest rate volatility; (ii) foreign currency forwards, swaps and
option contracts to minimize its exposure to adverse movements in exchange
rates; (iii) swaptions to sell embedded call options in fixed rate liabilities;
(iv) credit default swaps to minimize its exposure to adverse movements in
credit; (v) credit default swaps to diversify its credit risk exposure in
certain portfolios; (vi) equity futures, equity index options, interest rate
futures and equity variance swaps to economically hedge liabilities embedded in
certain variable annuity products; (vii) swap spread locks to hedge invested
assets against the risk of changes in credit spreads; (viii) financial forwards
to buy and sell securities; (ix) synthetic GICs to synthetically create
traditional GICs; (x) RSATs and TRRs to synthetically create investments; and
(xi) basis swaps to better match the cash flows from assets and related
liabilities.

     Effective at the date of acquisition, the Travelers' derivative positions
which previously qualified for hedge accounting were dedesignated in accordance
with SFAS 133. Such derivative positions were not redesignated and were included
with the Company's other nonqualifying derivative positions from the date of
acquisition through December 31, 2005.

     For the years ended December 31, 2005, 2004 and 2003, the Company
recognized as net investment gains (losses) changes in fair value of $368
million, ($157) million and ($114) million, respectively, related to derivatives
that do not qualify for hedge accounting. For the year ended December 31, 2005,
the Company recorded changes in fair value of ($2) million, as interest credited
to policyholder account balances related to derivatives that do not qualify for
hedge accounting. The Company did not have interest credited to policyholder
account balances related to such derivatives for the years ended December 31,
2004 and 2003. For the year ended December 31, 2005, the Company recorded
changes in fair value of ($38) million, as net investment income related to
derivatives that do not qualify for hedge accounting. The Company did not have
net investment income related to such derivatives for the years ended December
31, 2004 and 2003.

  EMBEDDED DERIVATIVES

     The Company has certain embedded derivatives which are required to be
separated from their host contracts and accounted for as derivatives. These host
contracts include guaranteed rate of return contracts, guaranteed minimum
withdrawal, accumulation, and interest benefit contracts, and modified
coinsurance

                                       F-51

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

contracts. The fair value of the Company's embedded derivative assets was $50
million and $46 million at December 31, 2005 and 2004, respectively. The fair
value of the Company's embedded derivative liabilities was $45 million and $26
million at December 31, 2005 and 2004, respectively. The amounts recorded in net
investment gains (losses) during the years ended December 31, 2005, 2004 and
2003 were gains of $69 million, $37 million and $19 million, respectively.

  CREDIT RISK

     The Company may be exposed to credit related losses in the event of
nonperformance by counterparties to derivative financial instruments. Generally,
the current credit exposure of the Company's derivative contracts is limited to
the fair value at the reporting date. The credit exposure of the Company's
derivative transactions is represented by the fair value of contracts with a net
positive fair value at the reporting date.

     As noted above, the Company manages its credit risk related to
over-the-counter derivatives by entering into transactions with creditworthy
counterparties, maintaining collateral arrangements and through the use of
master agreements that provide for a single net payment to be made by one
counterparty to another at each due date and upon termination. Because exchange
traded futures are effected through regulated exchanges, and positions are
marked to market on a daily basis, the Company has minimal exposure to credit
related losses in the event of nonperformance by counterparties to such
derivative instruments.

     The Company enters into various collateral arrangements, which require both
the pledging and accepting of collateral in connection with its derivative
instruments. As of December 31, 2005, the Company was obligated to return cash
collateral under its control of $195 million. This unrestricted cash collateral
is included in cash and cash equivalents and the obligation to return it is
included in payables for collateral under securities loaned and other
transactions in the consolidated balance sheet. As of December 31, 2005, the
Company had also accepted collateral consisting of various securities with a
fair market value of $427 million, which is held in separate custodial accounts.
Such collateral is included in other assets and the obligation to return it is
included in payables for collateral under securities loaned and other
transactions in the consolidated balance sheet. The Company is permitted by
contract to sell or repledge this collateral, but as of December 31, 2005, none
of the collateral had been sold or repledged.

     As of December 31, 2005, the Company provided collateral of $4 million,
which is included in other assets in the consolidated balance sheet. The
counterparties are permitted by contract to sell or repledge this collateral.

     The Company did not have any cash or other collateral related to derivative
instruments at December 31, 2004.

                                       F-52

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  INSURANCE

  DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

     Information regarding DAC and VOBA for the years ended December 31, 2005,
2004 and 2003 is as follows:



                                                            DEFERRED
                                                             POLICY      VALUE OF
                                                           ACQUISITION   BUSINESS
                                                              COSTS      ACQUIRED    TOTAL
                                                           -----------   --------   -------
                                                                    (IN MILLIONS)
                                                                           
Balance at January 1, 2003..............................     $ 9,983      $1,739    $11,722
  Capitalizations.......................................       2,792          --      2,792
  Acquisitions..........................................         218          40        258
                                                             -------      ------    -------
       Total............................................      12,993       1,779     14,772
                                                             -------      ------    -------
  Less: Amortization related to:
     Net investment gains (losses)......................           7          (7)        --
     Unrealized investment gains (losses)...............         146         (31)       115
     Other expenses.....................................       1,658         162      1,820
                                                             -------      ------    -------
       Total amortization...............................       1,811         124      1,935
                                                             -------      ------    -------
  Less: Dispositions and other..........................         (98)         (2)      (100)
                                                             -------      ------    -------
Balance at December 31, 2003............................      11,280       1,657     12,937
  Capitalizations.......................................       3,101          --      3,101
  Acquisitions..........................................          --           6          6
                                                             -------      ------    -------
       Total............................................      14,381       1,663     16,044
                                                             -------      ------    -------
  Less: Amortization related to:
     Net investment gains (losses)......................           7           4         11
     Unrealized investment gains (losses)...............         (41)        (92)      (133)
     Other expenses.....................................       1,757         140      1,897
                                                             -------      ------    -------
       Total amortization...............................       1,723          52      1,775
                                                             -------      ------    -------
  Less: Dispositions and other..........................         (85)         27        (58)
                                                             -------      ------    -------
Balance at December 31, 2004............................      12,743       1,584     14,327
  Capitalizations.......................................       3,604          --      3,604
  Acquisitions..........................................          --       3,780      3,780
                                                             -------      ------    -------
       Total............................................      16,347       5,364     21,711
                                                             -------      ------    -------
  Less: Amortization related to:
     Net investment gains (losses)......................          12         (25)       (13)
     Unrealized investment gains (losses)...............        (323)       (139)      (462)
     Other expenses.....................................       2,128         336      2,464
                                                             -------      ------    -------
       Total amortization...............................       1,817         172      1,989
                                                             -------      ------    -------
  Less: Dispositions and other..........................         102         (21)        81
                                                             -------      ------    -------
Balance at December 31, 2005............................     $14,428      $5,213    $19,641
                                                             =======      ======    =======


                                       F-53

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The estimated future amortization expense for the next five years allocated
to other expenses for VOBA is $506 million in 2006, $477 million in 2007, $449
million in 2008, $422 million in 2009 and $392 million in 2010.

     Amortization of VOBA and DAC is related to (i) investment gains and losses
and the impact of such gains and losses on the amount of the amortization; (ii)
unrealized investment gains and losses to provide information regarding the
amount that would have been amortized if such gains and losses had been
recognized; and (iii) other expenses to provide amounts related to the gross
margins or profits originating from transactions other than investment gains and
losses.

  VALUE OF DISTRIBUTION AGREEMENTS AND CUSTOMER RELATIONSHIPS ACQUIRED

     Changes in value of distribution agreements ("VODA"), and value of customer
relationships acquired ("VOCRA"), which are reported within other assets in the
consolidated balance sheet, are as follows:



                                                               YEARS ENDED
                                                              DECEMBER 31,
                                                              -------------
                                                              2005    2004
                                                              -----   -----
                                                              (IN MILLIONS)
                                                                
Balance at January 1........................................  $ --     $--
Acquisitions................................................   716      --
Amortization................................................    (1)     --
Less: Dispositions and other................................    --      --
                                                              ----     ---
Balance at December 31......................................  $715     $--
                                                              ====     ===


     The estimated future amortization expense allocated to other expenses for
the next five years for VODA and VOCRA is $6 million in 2006, $13 million in
2007, $20 million in 2008, $26 million in 2009 and $31 million in 2010.

  SALES INDUCEMENTS

     Changes in deferred sales inducements, which are reported within other
assets in the consolidated balance sheet, are as follows:



                                                               YEARS ENDED
                                                              DECEMBER 31,
                                                              -------------
                                                              2005    2004
                                                              -----   -----
                                                              (IN MILLIONS)
                                                                
Balance at January 1........................................  $294    $196
Capitalization..............................................   140     121
Amortization................................................   (20)    (23)
                                                              ----    ----
Balance at December 31......................................  $414    $294
                                                              ====    ====


                                       F-54

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  LIABILITIES FOR UNPAID CLAIMS AND CLAIM EXPENSES

     The following table provides an analysis of the activity in the liability
for unpaid claims and claim expenses relating to property and casualty, group
accident and non-medical health policies and contracts, which are reported
within future policyholder benefits in the consolidated balance sheet:



                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
Balance at January 1....................................  $ 5,824   $ 5,412   $ 4,885
  Less: Reinsurance recoverables........................     (486)     (525)     (498)
                                                          -------   -------   -------
Net balance at January 1................................    5,338     4,887     4,387
                                                          -------   -------   -------
Acquisitions, net.......................................      120        --        --
Incurred related to:
  Current year..........................................    4,954     4,591     4,483
  Prior years...........................................     (197)      (29)       45
                                                          -------   -------   -------
                                                            4,757     4,562     4,528
                                                          -------   -------   -------
Paid related to:
  Current year..........................................   (2,841)   (2,717)   (2,676)
  Prior years...........................................   (1,373)   (1,394)   (1,352)
                                                          -------   -------   -------
                                                           (4,214)   (4,111)   (4,028)
                                                          -------   -------   -------
Net Balance at December 31..............................    6,001     5,338     4,887
  Add: Reinsurance recoverables.........................      589       486       525
                                                          -------   -------   -------
Balance at December 31..................................  $ 6,590   $ 5,824   $ 5,412
                                                          =======   =======   =======


     As a result of changes in estimates of insured events in the prior years,
the claims and claim adjustment expenses decreased $197 million in 2005 due to a
reduction in prior year automobile bodily injury and homeowners severity as well
as refinement in the estimation methodology for non-medical health long-term
care claim reserves.

     In 2004, the claims and claim adjustment expenses decreased by $29 million
due to a decrease in property an casualty prior year unallocated expense
reserves and improved loss ratios in non-medical health long-term care.

     In 2003, the claims and claim adjustment expenses increased by $45 million
as a result of higher than anticipated losses and related claims expenses in
automobile bodily injury coverage driven by actual inflation factors being
greater than assumed inflation factors for these claims. The increases were
partially offset by improved claims management on non-medical health long-term
care.

  GUARANTEES

     The Company issues annuity contracts which may include contractual
guarantees to the contractholder for: (i) return of no less than total deposits
made to the contract less any partial withdrawals ("return of net deposits") and
(ii) the highest contract value on a specified anniversary date minus any
withdrawals following the contract anniversary, or total deposits made to the
contract less any partial withdrawals plus a minimum return ("anniversary
contract value" or "minimum return"). The Company also issues annuity contracts
that apply a lower rate of funds deposited if the contractholder elects to
surrender the contract for cash and a

                                       F-55

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

higher rate if the contractholder elects to annuitize ("two tier annuities").
These guarantees include benefits that are payable in the event of death or at
annuitization.

     The Company also issues universal and variable life contracts where the
Company contractually guarantees to the contractholder a secondary guarantee or
a guaranteed paid up benefit.

     The Company had the following types of guarantees relating to annuity and
universal and variable life contracts at:

  ANNUITY CONTRACTS



                                                             DECEMBER 31,
                                   -----------------------------------------------------------------
                                                2005                              2004
                                   -------------------------------   -------------------------------
                                   IN THE EVENT OF        AT         IN THE EVENT OF        AT
                                        DEATH        ANNUITIZATION        DEATH        ANNUITIZATION
                                   ---------------   -------------   ---------------   -------------
                                                             (IN MILLIONS)
                                                                           
RETURN OF NET DEPOSITS
  Separate account value.........   $      9,577              N/A     $      6,925              N/A
  Net amount at risk.............   $          3(1)           N/A     $         22(1)           N/A
  Average attained age of
     contractholders.............       60 years              N/A         60 years              N/A
ANNIVERSARY CONTRACT VALUE OR
  MINIMUM RETURN
  Separate account value.........   $     80,368     $     18,936     $     43,414     $     14,297
  Net amount at risk.............   $      1,614(1)  $         85(2)  $        990(1)  $         51(2)
  Average attained age of
     contractholders.............       61 years         59 years         61 years         58 years
TWO TIER ANNUITIES
  General account value..........            N/A     $        299              N/A     $        301
  Net amount at risk.............            N/A     $         36(3)           N/A     $         36(3)
  Average attained age of
     contractholders.............            N/A         58 years              N/A         58 Years


  UNIVERSAL AND VARIABLE LIFE CONTRACTS



                                                              DECEMBER 31,
                                            -------------------------------------------------
                                                     2005                      2004
                                            -----------------------   -----------------------
                                            SECONDARY     PAID UP     SECONDARY     PAID UP
                                            GUARANTEES   GUARANTEES   GUARANTEES   GUARANTEES
                                            ----------   ----------   ----------   ----------
                                                              (IN MILLIONS)
                                                                       
Account value (general and separate
  account)................................   $  7,357     $ 4,505      $ 4,715      $ 4,570
Net amount at risk........................   $124,702(1)  $39,979(1)   $94,163(1)   $42,318(1)
Average attained age of policyholders.....  48 years     54 years     45 years     52 years


- ---------------

(1) The net amount at risk for guarantees of amounts in the event of death is
    defined as the current guaranteed minimum death benefit in excess of the
    current account balance at the balance sheet date.

(2) The net amount at risk for guarantees of amounts at annuitization is defined
    as the present value of the minimum guaranteed annuity payments available to
    the contractholder determined in accordance with the terms of the contract
    in excess of the current account balance.

                                       F-56

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) The net amount at risk for two tier annuities is based on the excess of the
    upper tier, adjusted for a profit margin, less the lower tier.

     The net amount at risk is based on the direct amount at risk (excluding
reinsurance).

     The Company's annuity and life contracts with guarantees may offer more
than one type of guarantee in each contract. Therefore, the amounts listed above
may not be mutually exclusive.

     Liabilities for guarantees (excluding base policy liabilities) relating to
annuity and universal and variable life contracts are as follows:



                                       ANNUITY CONTRACTS          UNIVERSAL AND VARIABLE
                                 ------------------------------       LIFE CONTRACTS
                                                   GUARANTEED     -----------------------
                                   GUARANTEED     ANNUITIZATION   SECONDARY     PAID UP
                                 DEATH BENEFITS     BENEFITS      GUARANTEES   GUARANTEES   TOTAL
                                 --------------   -------------   ----------   ----------   -----
                                                          (IN MILLIONS)
                                                                             
Balance at January 1, 2004.....       $ 9              $17           $ 6          $25       $ 57
Incurred guaranteed benefits...        23                2             4            4         33
Paid guaranteed benefits.......        (8)              --            (4)          --        (12)
                                      ---              ---           ---          ---       ----
Balance at December 31, 2004...        24               19             6           29         78
Incurred guaranteed benefits...        22               10            10           10         52
Paid guaranteed benefits.......        (5)              --            (1)          --         (6)
                                      ---              ---           ---          ---       ----
Balance at December 31, 2005...       $41              $29           $15          $39       $124
                                      ===              ===           ===          ===       ====


     Account balances of contracts with insurance guarantees are invested in
separate account asset classes as follows at:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2005      2004
                                                              -------   -------
                                                                (IN MILLIONS)
                                                                  
Mutual Fund Groupings
  Equity....................................................  $58,461   $31,829
  Bond......................................................    6,133     3,621
  Balanced..................................................    4,804     1,730
  Money Market..............................................    1,075       383
  Specialty.................................................    1,004       245
                                                              -------   -------
     TOTAL..................................................  $71,477   $37,808
                                                              =======   =======


  SEPARATE ACCOUNTS

     Separate account assets and liabilities include two categories of account
types: pass-through separate accounts totaling $111,155 million and $71,623
million at December 31, 2005 and 2004, respectively, for which the policyholder
assumes all investment risk, and separate accounts with a minimum return or
account value for which the Company contractually guarantees either a minimum
return or account value to the policyholder which totaled $16,714 million and
$15,146 million at December 31, 2005 and 2004, respectively. The latter category
consisted primarily of Met Managed Guaranteed Interest Contracts and
participating close-out contracts. The average interest rates credited on these
contracts were 5.1% and 4.7% at December 31, 2005 and 2004, respectively.

     Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in the
Company's revenues as universal life and investment-type

                                       F-57

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

product policy fees and totaled $1,720 million, $1,333 million and $1,082
million for the years ended December 31, 2005, 2004 and 2003, respectively.

     At December 31, 2005, fixed maturities, equity securities, and cash and
cash equivalents reported on the consolidated balance sheet include $29 million,
$34 million and $6 million, respectively, of the Company's proportional interest
in separate accounts. At December 31, 2004, fixed maturities, equity securities,
and cash and cash equivalents reported on the consolidated balance sheet include
$47 million, $20 million and $2 million, respectively, of the Company's
proportional interest in separate accounts.

     For both the years ended December 31, 2005 and 2004, there were no
investment gains (losses) on transfers of assets from the general account to the
separate accounts.

6.  REINSURANCE

     The Company's life insurance operations participate in reinsurance
activities in order to limit losses, minimize exposure to large risks, and
provide additional capacity for future growth. The Company has historically
reinsured the mortality risk on new life insurance policies primarily on an
excess of retention basis or a quota share basis. Until 2005, the Company
reinsured up to 90% of the mortality risk for all new individual life insurance
policies that it wrote through its various franchises. This practice was
initiated by the different franchises for different products starting at various
points in time between 1992 and 2000. During 2005, the Company changed its
retention practices for individual life insurance. Amounts reinsured in prior
years remain reinsured under the original reinsurance; however, under the new
retention guidelines, the Company reinsures up to 90% of the mortality risk in
excess of $1 million for most new life insurance policies that it writes through
its various franchises and for certain individual life policies the retention
limits remained unchanged. On a case by case basis, the Company may retain up to
$25 million per life on single life policies and $30 million per life on
survivorship policies and reinsure 100% of amounts in excess of the Company's
retention limits. The Company evaluates its reinsurance programs routinely and
may increase or decrease its retention at any time. In addition, the Company
reinsures a significant portion of the mortality risk on its universal life
policies issued since 1983. Placement of reinsurance is done primarily on an
automatic basis and also on a facultative basis for risks with specific
characteristics.

     In addition to reinsuring mortality risk, the Company reinsures other risks
and specific coverages. The Company routinely reinsures certain classes of risks
in order to limit its exposure to particular travel, avocation and lifestyle
hazards. The Company has exposure to catastrophes, which are an inherent risk of
the property and casualty business and could contribute to significant
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to limit its maximum loss, provide
greater diversification of risk and minimize exposure to larger risks.

     The Company had also protected itself through the purchase of combination
risk coverage. This reinsurance coverage pooled risks from several lines of
business and included individual and group life claims in excess of $2 million
per policy, as well as excess property and casualty losses, among others. This
combination risk coverage was commuted during 2005.

     The Company reinsures its business through a diversified group of
reinsurers. No single unaffiliated reinsurer has a material obligation to the
Company nor is the Company's business substantially dependent upon any
reinsurance contracts. The Company is contingently liable with respect to ceded
reinsurance should any reinsurer be unable to meet its obligations under these
agreements.

     In the Reinsurance Segment, RGA retains a maximum of $6 million of coverage
per individual life with respect to its assumed reinsurance business.

                                       F-58

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The amounts in the consolidated statements of income are presented net of
reinsurance ceded. The effects of reinsurance were as follows:



                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
Direct premiums.........................................  $22,232   $20,126   $19,300
Reinsurance assumed.....................................    5,316     4,488     3,702
Reinsurance ceded.......................................   (2,688)   (2,414)   (2,427)
                                                          -------   -------   -------
Net premiums............................................  $24,860   $22,200   $20,575
                                                          =======   =======   =======
Reinsurance recoveries netted against policyholder
  benefits and claims...................................  $ 2,255   $ 1,850   $ 2,292
                                                          =======   =======   =======


     Reinsurance recoverables, included in premiums and other receivables, were
$8,602 million and $4,104 million at December 31, 2005 and 2004, respectively,
including $1,261 million and $1,302 million, respectively, relating to
reinsurance of long-term guaranteed interest contracts and structured settlement
lump sum contracts accounted for as a financing transaction; $2,772 million at
December 31, 2005 relating to reinsurance on the runoff of long-term care
business written by Travelers; and $1,356 million at December 31, 2005 relating
to reinsurance on the runoff of workers compensation business written by
Travelers. Reinsurance and ceded commissions payables, included in other
liabilities, were $319 million and $110 million at December 31, 2005 and 2004,
respectively.

     For the years ended December 31, 2005, 2004 and 2003, reinsurance ceded and
assumed include affiliated transactions of $670 million, $570 million, and $559
million, respectively.

7.  CLOSED BLOCK

     On April 7, 2000 (the "date of demutualization"), Metropolitan Life
established a closed block for the benefit of holders of certain individual life
insurance policies of Metropolitan Life. Assets have been allocated to the
closed block in an amount that has been determined to produce cash flows which,
together with anticipated revenues from the policies included in the closed
block, are reasonably expected to be sufficient to support obligations and
liabilities relating to these policies, including, but not limited to,
provisions for the payment of claims and certain expenses and taxes, and to
provide for the continuation of policyholder dividend scales in effect for 1999,
if the experience underlying such dividend scales continues, and for appropriate
adjustments in such scales if the experience changes. At least annually, the
Company compares actual and projected experience against the experience assumed
in the then-current dividend scales. Dividend scales are adjusted periodically
to give effect to changes in experience.

     The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenues from the policies in the closed block will
benefit only the holders of the policies in the closed block. To the extent
that, over time, cash flows from the assets allocated to the closed block and
claims and other experience related to the closed block are, in the aggregate,
more or less favorable than what was assumed when the closed block was
established, total dividends paid to closed block policyholders in the future
may be greater than or less than the total dividends that would have been paid
to these policyholders if the policyholder dividend scales in effect for 1999
had been continued. Any cash flows in excess of amounts assumed will be
available for distribution over time to closed block policyholders and will not
be available to stockholders. If the closed block has insufficient funds to make
guaranteed policy benefit payments, such payments will be made from assets
outside of the closed block. The closed block will continue in effect as long as
any policy in the closed block remains in-force. The expected life of the closed
block is over 100 years.

                                       F-59

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company uses the same accounting principles to account for the
participating policies included in the closed block as it used prior to the date
of demutualization. However, the Company establishes a policyholder dividend
obligation for earnings that will be paid to policyholders as additional
dividends as described below. The excess of closed block liabilities over closed
block assets at the effective date of the demutualization (adjusted to eliminate
the impact of related amounts in accumulated other comprehensive income)
represents the estimated maximum future earnings from the closed block expected
to result from operations attributed to the closed block after income taxes.
Earnings of the closed block are recognized in income over the period the
policies and contracts in the closed block remain in-force. Management believes
that over time the actual cumulative earnings of the closed block will
approximately equal the expected cumulative earnings due to the effect of
dividend changes. If, over the period the closed block remains in existence, the
actual cumulative earnings of the closed block is greater than the expected
cumulative earnings of the closed block, the Company will pay the excess of the
actual cumulative earnings of the closed block over the expected cumulative
earnings to closed block policyholders as additional policyholder dividends
unless offset by future unfavorable experience of the closed block and,
accordingly, will recognize only the expected cumulative earnings in income with
the excess recorded as a policyholder dividend obligation. If over such period,
the actual cumulative earnings of the closed block is less than the expected
cumulative earnings of the closed block, the Company will recognize only the
actual earnings in income. However, the Company may change policyholder dividend
scales in the future, which would be intended to increase future actual earnings
until the actual cumulative earnings equal the expected cumulative earnings.

                                       F-60

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Closed block liabilities and assets designated to the closed block are as
follows:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2005      2004
                                                              -------   -------
                                                                (IN MILLIONS)
                                                                  
CLOSED BLOCK LIABILITIES
Future policy benefits......................................  $42,759   $42,348
Other policyholder funds....................................      257       258
Policyholder dividends payable..............................      693       690
Policyholder dividend obligation............................    1,607     2,243
Payables for collateral under securities loaned and other
  transactions..............................................    4,289     4,287
Other liabilities...........................................      200       199
                                                              -------   -------
  Total closed block liabilities............................   49,805    50,025
                                                              -------   -------
ASSETS DESIGNATED TO THE CLOSED BLOCK
Investments:
  Fixed maturities available-for-sale, at fair value
     (amortized cost: $27,892 and $27,757, respectively)....   29,270    29,766
  Trading securities, at fair value (cost: $3 and $0,
     respectively)..........................................        3        --
  Equity securities available-for-sale, at fair value (cost:
     $1,180 and $898, respectively).........................    1,341       979
  Mortgage loans on real estate.............................    7,790     8,165
  Policy loans..............................................    4,148     4,067
  Short-term investments....................................       41       101
  Other invested assets.....................................      477       221
                                                              -------   -------
     Total investments......................................   43,070    43,299
Cash and cash equivalents...................................      512       325
Accrued investment income...................................      506       511
Deferred income taxes.......................................      902     1,002
Premiums and other receivables..............................      270       103
                                                              -------   -------
  Total assets designated to the closed block...............   45,260    45,240
                                                              -------   -------
Excess of closed block liabilities over assets designated to
  the closed block..........................................    4,545     4,785
                                                              -------   -------
Amounts included in accumulated other comprehensive income
  (loss):
  Net unrealized investment gains, net of deferred income
     tax of $554 and $752, respectively.....................      985     1,338
  Unrealized derivative gains (losses), net of deferred
     income tax benefit of ($17) and ($31), respectively....      (31)      (55)
  Allocated to policyholder dividend obligation, net of
     deferred income tax benefit of ($538) and ($763),
     respectively...........................................     (954)   (1,356)
                                                              -------   -------
  Total amounts included in accumulated other comprehensive
     income (loss)..........................................       --       (73)
                                                              -------   -------
Maximum future earnings to be recognized from closed block
  assets and liabilities....................................  $ 4,545   $ 4,712
                                                              =======   =======


                                       F-61

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Information regarding the policyholder dividend obligation is as follows:



                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             ------   ------   ------
                                                                  (IN MILLIONS)
                                                                      
Balance at beginning of year...............................  $2,243   $2,130   $1,882
Impact on revenues, net of expenses and income taxes.......      (9)     124       --
Change in unrealized investment and derivative gains
  (losses).................................................    (627)     (11)     248
                                                             ------   ------   ------
Balance at end of year.....................................  $1,607   $2,243   $2,130
                                                             ======   ======   ======


     Closed block revenues and expenses were as follows:



                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             ------   ------   ------
                                                                  (IN MILLIONS)
                                                                      
REVENUES
Premiums...................................................  $3,062   $3,156   $3,365
Net investment income and other revenues...................   2,382    2,504    2,554
Net investment gains (losses)..............................      10      (19)    (128)
                                                             ------   ------   ------
  Total revenues...........................................   5,454    5,641    5,791
                                                             ------   ------   ------
EXPENSES
Policyholder benefits and claims...........................   3,478    3,480    3,660
Policyholder dividends.....................................   1,465    1,458    1,509
Change in policyholder dividend obligation.................      (9)     124       --
Other expenses.............................................     263      275      297
                                                             ------   ------   ------
  Total expenses...........................................   5,197    5,337    5,466
                                                             ------   ------   ------
Revenues, net of expenses before income taxes..............     257      304      325
Income taxes...............................................      90      109      118
                                                             ------   ------   ------
Revenues, net of expenses and income taxes.................  $  167   $  195   $  207
                                                             ======   ======   ======


     The change in maximum future earnings of the closed block is as follows:



                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             ------   ------   ------
                                                                  (IN MILLIONS)
                                                                      
Balance at end of year.....................................  $4,545   $4,712   $4,907
Balance at beginning of year...............................   4,712    4,907    5,114
                                                             ------   ------   ------
Change during year.........................................  $ (167)  $ (195)  $ (207)
                                                             ======   ======   ======


     Metropolitan Life charges the closed block with federal income taxes, state
and local premium taxes, and other additive state or local taxes, as well as
investment management expenses relating to the closed block as provided in the
plan of demutualization. Metropolitan Life also charges the closed block for
expenses of maintaining the policies included in the closed block.

                                       F-62

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8.  DEBT

     At December 31, 2005 and 2004, debt outstanding is as follows:



                                   INTEREST RATES
                              -------------------------                   DECEMBER 31,
                                               WEIGHTED                 ----------------
                                  RANGE        AVERAGE     MATURITY      2005      2004
                              --------------   --------   -----------   -------   ------
                                                                         (IN MILLIONS)
                                                                   
Senior notes................  5.00% - 7.25%      5.66%    2006 - 2035   $ 7,616   $6,017
Repurchase agreements.......  2.18% - 5.65%      3.99%    2006 - 2013       855      105
Surplus notes...............  7.63% - 7.88%      7.76%    2015 - 2025       696      946
Junior subordinated
  debentures................      6.75%          6.75%       2065           399       --
Fixed rate notes............  4.20% - 10.50%     5.10%    2006 - 2010       104      110
Other notes with varying
  interest rates............  3.44% - 5.89%      4.86%    2006 - 2012       145      168
Capital lease obligations...        --             --         --             73       66
                                                                        -------   ------
Total long-term debt........                                              9,888    7,412
Total short-term debt.......                                              1,414    1,445
                                                                        -------   ------
  Total.....................                                            $11,302   $8,857
                                                                        =======   ======


  LONG-TERM DEBT

     In connection with financing the acquisition of Travelers on July 1, 2005,
which is more fully described in Note 2, the Holding Company issued the
following debt:

          On June 23, 2005, the Holding Company issued in the United States
     public market $1,000 million aggregate principal amount of 5.00% senior
     notes due June 15, 2015 at a discount of $2.7 million ($997.3 million) and
     $1,000 million aggregate principal amount of 5.70% senior notes due June
     15, 2035 at a discount of $2.4 million ($997.6 million). In connection with
     the offering, the Holding Company incurred approximately $12.4 million of
     issuance costs which have been capitalized and included in other assets.
     These costs are being amortized using the effective interest method over
     the respective term of the related senior notes.

          On June 29, 2005, the Holding Company issued 400 million pounds
     sterling ($729.2 million at issuance) aggregate principal amount of 5.25%
     senior notes due June 29, 2020 at a discount of 4.5 million pounds sterling
     ($8.1 million at issuance), for aggregate proceeds of 395.5 million pounds
     sterling ($721.1 million at issuance). The senior notes were initially
     offered and sold outside the United States in reliance upon Regulation S
     under the Securities Act of 1933, as amended. In connection with the
     offering, the Holding Company incurred approximately $3.7 million of
     issuance costs which have been capitalized and included in other assets.
     These costs are being amortized using the effective interest method over
     the term of the related senior notes.

     MetLife Bank National Association ("MetLife Bank" or "MetLife Bank, N.A.")
is a member of the Federal Home Loan Bank of New York (the "FHLB of NY") and
holds $43 million and $7 million of common stock of the FHLB of NY, which is
included in equity securities on the Company's consolidated balance sheets at
December 31, 2005 and 2004, respectively. MetLife Bank has also entered into
repurchase agreements with the FHLB of NY whereby MetLife Bank has issued
repurchase agreements in exchange for cash and for which the FHLB of NY has been
granted a blanket lien on MetLife Bank's residential mortgages and
mortgage-backed securities to collateralize MetLife Bank's obligations under the
repurchase agreements. MetLife Bank maintains control over these pledged assets,
and may use, commingle, encumber or dispose of any portion of the collateral as
long as there is no event of default and the remaining qualified collateral is
sufficient to satisfy the collateral maintenance level. The repurchase
agreements and the related security agreement represented by this blanket lien,
provide that upon any event of default by MetLife Bank, the FHLB of NY's
recovery is limited to the amount of MetLife Bank's liability under the
outstanding repurchase

                                       F-63

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

agreements. The amount of the Company's liability for repurchase agreements with
the FHLB of NY as of December 31, 2005 and 2004 are $855 million and $105
million, respectively, which is included in long-term debt.

     On December 8, 2005, RGA issued junior subordinated debentures with a face
amount of $400 million. Interest is payable semi-annually at a fixed rate of
6.75% until December 15, 2015. Subsequent to December 15, 2015, interest on
these debentures will accrue at an annual rate of 3-month LIBOR plus a margin
equal to 266.5 basis points, payable quarterly until maturity in 2065.

     Collateralized debt, which consists of repurchase agreements and capital
lease obligations, ranks highest in priority, followed by unsecured senior debt
which consists of senior notes, fixed rate notes, other notes with varying
interest rates, followed by subordinated debt which consists of junior
subordinated debentures and surplus notes. Payments of interest and principal on
the Company's surplus notes, which are subordinate to all other debt, may be
made only with the prior approval of the insurance department of the state of
domicile.

     The Company repaid a $250 million 7% surplus note which matured on November
1, 2005 and a $1,006 million, 3.911% senior note which matured on May 15, 2005.

     The aggregate maturities of long-term debt as of December 31, 2005 for the
next five years are $803 million in 2006, $113 million in 2007, $384 million in
2008, $147 million in 2009, $240 million in 2010 and $8,201 million thereafter.

  SHORT-TERM DEBT

     At December 31, 2005 and 2004, the Company's short-term debt consisted of
commercial paper with a weighted average interest rate of 3.4% and 2.3%,
respectively. The debt was outstanding for an average of 53 days and 27 days at
December 31, 2005 and 2004, respectively.

  CREDIT FACILITIES AND LETTERS OF CREDIT

     The Company maintains committed and unsecured credit facilities aggregating
$3.85 billion as of December 31, 2005. When drawn upon, these facilities bear
interest at varying rates in accordance with the respective agreements. The
facilities can be used for general corporate purposes and $3.0 billion of the
facilities also serve as back-up lines of credit for the Company's commercial
paper programs. The following table provides details on these facilities as of
December 31, 2005:



                                                                            LETTER OF
                                                                             CREDIT                   UNUSED
                 BORROWER(S)                      EXPIRATION     CAPACITY   ISSUANCES   DRAWDOWNS   COMMITMENTS
- ----------------------------------------------  --------------   --------   ---------   ---------   -----------
                                                                                 (IN MILLIONS)
                                                                                     
MetLife, Inc., MetLife Funding, Inc. and
  Metropolitan Life Insurance Company.........  April 2009        $1,500      $374        $ --        $1,126
MetLife, Inc. and MetLife Funding, Inc. ......  April 2010         1,500        --          --         1,500
MetLife Bank, N.A. ...........................  July 2006            200        --          --           200
Reinsurance Group of America, Incorporated ...  January 2006          26        --          26            --
Reinsurance Group of America, Incorporated ...  May 2007              26        --          26            --
Reinsurance Group of America, Incorporated ...  September 2010       600       320          50           230
                                                                  ------      ----        ----        ------
Total.........................................                    $3,852      $694        $102        $3,056
                                                                  ======      ====        ====        ======


     On July 1, 2005, in connection with the closing of the acquisition of
Travelers, the $2.0 billion amended and restated five-year letter of credit and
reimbursement agreement (the "L/C Agreement") entered into by The Travelers Life
and Annuity Reinsurance Company ("TLARC") and various institutional lenders on
April 25, 2005 became effective. Under the L/C Agreement, the Holding Company
agreed to unconditionally guarantee reimbursement obligations of TLARC with
respect to reinsurance letters of credit issued pursuant to the L/C Agreement
and replaced Citigroup Insurance Holding Company as guarantor upon closing of
the
                                       F-64

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Travelers acquisition. The L/C Agreement expires five years after the closing of
the acquisition. Also during 2005, Exeter Reassurance Company Ltd. ("Exeter")
entered into three ten-year letter of credit and reimbursement agreements
totaling $800 million with an institutional lender, and the Holding Company and
Exeter entered into a $500 million ten-year letter of credit and reimbursement
agreement with another institutional lender. The following table provides
details on the capacity and outstanding balances of such committed facilities as
of December 31, 2005:



                                                                  LETTER OF
                                                                   CREDIT         UNUSED
          ACCOUNT PARTY               EXPIRATION     CAPACITY     ISSUANCES     COMMITMENTS
- ----------------------------------  --------------   --------   -------------   -----------
                                                                (IN MILLIONS)
                                                                    
The Travelers Life and Annuity
  Reinsurance Company.............       July 2010    $2,000       $1,930          $ 70
Exeter Reassurance Company
  Ltd. ...........................      March 2015       225          225            --
Exeter Reassurance Company
  Ltd. ...........................       June 2015       250          250            --
Exeter Reassurance Company
  Ltd. ...........................  September 2015       325           --           325
Exeter Reassurance Company Ltd.
  and MetLife, Inc. ..............   December 2015       500          280           220
                                                      ------       ------          ----
Total.............................                    $3,300       $2,685          $615
                                                      ======       ======          ====


- ---------------

Note: The Holding Company is a guarantor under the first four agreements and a
      party to the fifth agreement above.

     At December 31, 2005 and 2004, the Company had outstanding $3.6 billion and
$961 million, respectively, in letters of credit from various banks, of which
$3.4 billion and $470 million, respectively, were part of committed facilities.
The letters of credit outstanding at December 31, 2005 and 2004 all
automatically renew for one year periods except for $755 million in the current
period which expires in ten years. Since commitments associated with letters of
credit and financing arrangements may expire unused, these amounts do not
necessarily reflect the Company's actual future cash funding requirements.

  OTHER

     Interest expense related to the Company's indebtedness included in other
expenses was $544 million, $428 million and $420 million for the years ended
December 31, 2005, 2004 and 2003, respectively.

     See also Note 9 for a description of junior subordinated debentures of
$2,134 million issued in connection with the common equity units.

9.  COMMON EQUITY UNITS

  SUMMARY

     In connection with financing the acquisition of Travelers on July 1, 2005,
which is more fully described in Note 2, the Company distributed and sold 82.8
million 6.375% common equity units for $2,070 million in proceeds in a
registered public offering on June 21, 2005. As described below, the common
equity units consist of interests in trust preferred securities issued by
MetLife Capital Trusts II and III, and stock purchase contracts issued by the
Holding Company. The only assets of MetLife Capital Trusts II and III are junior
subordinated debentures issued by the Holding Company.

                                       F-65

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  COMMON EQUITY UNITS

     Each common equity unit has an initial stated amount of $25 per unit and
consists of:

     - A 1/80 or 1.25% ($12.50), undivided beneficial ownership interest in a
       series A trust preferred security of MetLife Capital Trust II ("Series A
       Trust"), with an initial liquidation amount of $1,000.

     - A 1/80 or 1.25% ($12.50), undivided beneficial ownership interest in a
       series B trust preferred security of MetLife Capital Trust III ("Series B
       Trust" and, together with the Series A Trust, the "Trusts"), with an
       initial liquidation amount of $1,000.

     - A stock purchase contract under which the holder of the common equity
       unit will purchase and the Holding Company will sell, on each of the
       initial stock purchase date and the subsequent stock purchase date, a
       variable number of shares of the Holding Company's common stock, par
       value $0.01 per share, for a purchase price of $12.50.

  JUNIOR SUBORDINATED DEBENTURES ISSUED TO SUPPORT TRUST COMMON AND PREFERRED
  SECURITIES

     The Holding Company issued $1,067 million 4.82% Series A and $1,067 million
4.91% Series B junior subordinated debt securities due no later than February
15, 2039 and February 15, 2040, respectively, for a total of $2,134 million, in
exchange for $2,070 million in aggregate proceeds from the sale of the trust
preferred securities by the Trusts and $64 million in trust common securities
issued equally by the Trusts. The common and preferred securities of the Trusts,
totaling $2,134 million, represent undivided beneficial ownership interests in
the assets of the Trusts, have no stated maturity and must be redeemed upon
maturity of the corresponding series of junior subordinated debt
securities -- the sole assets of the respective Trusts. The Series A and Series
B Trusts will make quarterly distributions on the common and preferred
securities at an annual rate of 4.82% and 4.91%, respectively.

     The trust common securities, which are held by the Holding Company,
represent a 3% interest in the Trusts and are reflected as fixed maturities in
the accompanying consolidated balance sheet of MetLife, Inc. The Trusts are VIEs
in accordance with FIN 46 and FIN 46(r), and the Company does not consolidate
its interest in MetLife Capital Trusts II and III as it is not the primary
beneficiary of either of the Trusts.

     The Holding Company has directly guaranteed the repayment of the trust
preferred securities to the holders thereof to the extent that there are funds
available in the Trusts. The guarantee will remain in place until the full
redemption of the trust preferred securities. The trust preferred securities
held by the common equity unit holders are pledged to the Holding Company to
collateralize the obligation of the common equity unit holders under the related
stock purchase contracts. The common equity unit holder may substitute certain
zero coupon treasury securities in place of the trust preferred securities as
collateral under the stock purchase contract.

     The trust preferred securities have remarketing dates which correspond with
the initial and subsequent stock purchase dates to provide the holders of the
common equity units with the proceeds to exercise the stock purchase contracts.
The initial stock purchase date is expected to be August 15, 2008, but could be
deferred for quarterly periods until February 15, 2009, and the subsequent stock
purchase date is expected to be February 15, 2009, but could be deferred for
quarterly periods until February 15, 2010. At the remarketing date, the
remarketing agent will have the ability to reset the interest rate on the trust
preferred securities to generate sufficient remarketing proceeds to satisfy the
common equity unit holder's obligation under the stock purchase contract,
subject to a reset cap for each of the first two attempted remarketings of each
series. The interest rate on the supporting junior subordinated debt securities
issued by the Holding Company will be reset at a commensurate rate. If the
initial remarketing is unsuccessful, the remarketing agent will attempt to
remarket the trust preferred securities, as necessary, in subsequent quarters
through February 15, 2009 for the Series A trust preferred securities and
through February 15, 2010 for the Series B trust preferred securities.

                                       F-66

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The final attempt at remarketing will not be subject to the reset cap. If all
remarketing attempts are unsuccessful, the Holding Company has the right, as a
secured party, to apply the liquidation amount on the trust preferred securities
to the common equity unit holders obligation under the stock purchase contract
and to deliver to the common equity unit holder a junior subordinated debt
security payable on August 15, 2010 at an annual rate of 4.82% and 4.91% on the
Series A and Series B trust preferred securities, respectively, in payment of
any accrued and unpaid distributions. Interest expense related to the junior
subordinated debentures underlying common equity units was $55 million for the
year ended December 31, 2005.

  STOCK PURCHASE CONTRACTS

     Each stock purchase contract requires the holder of the common equity unit
to purchase, and the Holding Company to sell, for $12.50, on each of the initial
stock purchase date and the subsequent stock purchase date, a number of newly
issued or treasury shares of the Holding Company's common stock, par value $0.01
per share, equal to the applicable settlement rate. The settlement rate at the
respective stock purchase date will be calculated based on the closing price of
the common stock during a specified 20-day period immediately preceding the
applicable stock purchase date. If the market value of the Holding Company's
common stock is less than the threshold appreciation price of $53.10 but greater
than $43.35, the reference price, the settlement rate will be a number of the
Holding Company's common stock equal to the stated amount of $12.50 divided by
the market value. If the market value is less than or equal to the reference
price, the settlement rate will be 0.28835 shares of the Holding Company's
common stock. If the market value is greater than or equal to the threshold
appreciation price, the settlement rate will be 0.23540 shares of the Holding
Company's common stock. Accordingly, upon settlement in the aggregate, the
Holding Company will receive proceeds of $2,070 million and issue between 39.0
million and 47.8 million shares of its common stock. The stock purchase contract
may be exercised at the option of the holder at any time prior to the settlement
date. However, upon early settlement, the holder will receive the minimum
settlement rate.

     The stock purchase contracts further require the Holding Company to pay the
holder of the common equity unit quarterly contract payments on the stock
purchase contracts at the annual rate of 1.510% on the stated amount of $25 per
stock purchase contract until the initial stock purchase date and at the annual
rate of 1.465% on the remaining stated amount of $12.50 per stock purchase
contract thereafter.

     The quarterly distributions on the Series A and Series B trust preferred
securities of 4.82% and 4.91%, respectively, combined with the contract payments
on the stock purchase contract of 1.510%, (1.465% after the initial stock
purchase date) result in the 6.375% yield on the common equity units.

     If the Holding Company defers any of the contract payments on the stock
purchase contract, then it will accrue additional amounts on the deferred
amounts at the annual rate of 6.375% until paid, to the extent permitted by law.

     The value of the stock purchase contracts at issuance, $96.6 million, were
calculated as the present value of the future contract payments due under the
stock purchase contract of 1.510% through the initial stock purchase date, and
1.465% up to the subsequent stock purchase date, discounted at the interest rate
on the supporting junior subordinated debt securities issued by the Holding
Company, 4.82% or 4.91% on the Series A and Series B trust preferred securities,
respectively. The value of the stock purchase contracts were recorded in other
liabilities with an offsetting decrease in additional paid-in capital. The other
liability balance related to the stock purchase contracts will accrue interest
at the discount rate of 4.82% or 4.91%, as applicable, with an offsetting
increase to interest expense. When the contract payments are made under the
stock purchase contracts they will reduce the other liability balance. During
the year ended December 31, 2005, the Holding Company increased the other
liability balance for the accretion of the discount on the contract payment of
$2 million and made contract payments of $13 million.

                                       F-67

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  ISSUANCE COSTS

     In connection with the offering of common equity units, the Holding Company
incurred approximately $55.3 million of issuance costs of which $5.8 million
relate to the issuance of the junior subordinated debt securities underlying
common equity notes which fund the Series A and Series B trust preferred
securities and $49.5 million relate to the expected issuance of the common stock
under the stock purchase contracts. The $5.8 million in debt issuance costs have
been capitalized, are included in other assets, and will be amortized using the
effective interest method over the period from issuance date of the common
equity units to the initial and subsequent stock purchase date. The remaining
$49.5 million of costs relate to the common stock issuance under the stock
purchase contracts and have been recorded as a reduction of additional paid-in
capital.

  EARNINGS PER COMMON SHARE

     The stock purchase contracts are reflected in diluted earnings per common
share using the treasury stock method, and are dilutive when the weighted
average market price of the Holding Company's common stock is greater than or
equal to the threshold appreciation price. During the period from the date of
issuance through December 31, 2005, the weighted average market price of the
Holding Company's common stock was less than the threshold appreciation price.
Accordingly, the stock purchase contracts did not have an impact on diluted
earnings common per share. See Note 16.

10.  SHARES SUBJECT TO MANDATORY REDEMPTION AND COMPANY-OBLIGATED MANDATORILY
     REDEEMABLE SECURITIES OF SUBSIDIARY TRUSTS

     MetLife Capital Trust I.  In connection with MetLife, Inc.'s, initial
public offering in April 2000, the Holding Company and MetLife Capital Trust I,
a wholly-owned trust (the "Trust"), issued equity security units (the "units").
Each unit originally consisted of (i) a contract to purchase, for $50, shares of
the Holding Company's common stock (the "purchase contracts") on May 15, 2003;
and (ii) a capital security of the Trust, with a stated liquidation amount of
$50.

     In accordance with the terms of the units, the Trust was dissolved on
February 5, 2003, and $1,006 million aggregate principal amount of 8.00%
debentures of the Holding Company (the "MetLife debentures"), the sole assets of
the Trust, were distributed to the owners of the Trust's capital securities in
exchange for their capital securities. The MetLife debentures were remarketed on
behalf of the debenture owners on February 12, 2003 and the interest rate on the
MetLife debentures was reset as of February 15, 2003 to 3.911% per annum. As a
result of the remarketing, the debenture owners received $21 million ($0.03 per
diluted common share) in excess of the carrying value of the capital securities.
This excess was recorded by the Company as a charge to additional paid-in
capital and, for the purpose of calculating earnings per share, is subtracted
from net income to arrive at net income available to common shareholders.

     On May 15, 2003, the purchase contracts associated with the units were
settled. In exchange for $1,006 million, the Company issued 2.97 shares of
MetLife, Inc. common stock per purchase contract, or 59.8 million shares of
treasury stock. The excess of the Company's cost of the treasury stock ($1,662
million) over the contract price of the stock issued to the purchase contract
holders ($1,006 million) was $656 million, which was recorded as a direct
reduction to retained earnings.

     Due to the dissolution of the Trust in 2003, there was no interest expense
on capital securities for the years ended December 31, 2005 and 2004. Interest
expense on the capital securities is included in other expenses and was $10
million for the year ended December 31, 2003.

     GenAmerica Capital I.  In June 1997, GenAmerica Corporation ("GenAmerica")
issued $125 million of 8.525% capital securities through a wholly-owned
subsidiary trust, GenAmerica Capital I. GenAmerica has fully and unconditionally
guaranteed, on a subordinated basis, the obligation of the trust under the
capital securities and is obligated to mandatorily redeem the securities on June
30, 2027. GenAmerica may prepay

                                       F-68

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the securities any time after June 30, 2007. Capital securities outstanding were
$119 million, net of unamortized discounts of $6 million, at both December 31,
2005 and 2004. Interest expense on these instruments is included in other
expenses and was $11 million for each of the years ended December 31, 2005,
2004, and 2003.

     RGA Capital Trust I.  In December 2001, RGA, through its wholly-owned
trust, RGA Capital Trust I (the "Trust"), issued 4,500,000 Preferred Income
Equity Redeemable Securities ("PIERS") Units. Each PIERS unit consists of (i) a
preferred security issued by the Trust, having a stated liquidation amount of
$50 per unit, representing an undivided beneficial ownership interest in the
assets of the Trust, which consist solely of junior subordinated debentures
issued by RGA which have a principal amount at maturity of $50 and a stated
maturity of March 18, 2051; and (ii) a warrant to purchase, at any time prior to
December 15, 2050, 1.2508 shares of RGA stock at an exercise price of $50. The
fair market value of the warrant on the issuance date was $14.87 and is
detachable from the preferred security. RGA fully and unconditionally
guarantees, on a subordinated basis, the obligations of the Trust under the
preferred securities. The preferred securities and subordinated debentures were
issued at a discount (original issue discount) to the face or liquidation value
of $14.87 per security. The securities will accrete to their $50
face/liquidation value over the life of the security on a level yield basis. The
weighted average effective interest rate on the preferred securities and the
subordinated debentures is 8.25% per annum. Capital securities outstanding were
$159 million, net of unamortized discounts of $66 million, at both December 31,
2005 and 2004.

11.  INCOME TAXES

     The provision for income taxes from continuing operations was as follows:



                                                              YEARS ENDED DECEMBER 31,
                                                              -------------------------
                                                               2005      2004     2003
                                                              -------   -------   -----
                                                                    (IN MILLIONS)
                                                                         
Current:
  Federal...................................................  $  328    $  691    $301
  State and local...........................................      63        51      22
  Foreign...................................................     111       154      47
                                                              ------    ------    ----
                                                                 502       896     370
                                                              ------    ------    ----
Deferred:
  Federal...................................................  $  733    $  191    $231
  State and local...........................................      14         6      27
  Foreign...................................................      11       (64)    (12)
                                                              ------    ------    ----
                                                                 758       133     246
                                                              ------    ------    ----
Provision for income taxes..................................  $1,260    $1,029    $616
                                                              ======    ======    ====


                                       F-69

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported for continuing operations were as
follows:



                                                              YEARS ENDED DECEMBER 31,
                                                              -------------------------
                                                               2005      2004     2003
                                                              -------   -------   -----
                                                                    (IN MILLIONS)
                                                                         
Tax provision at U.S. statutory rate........................  $1,540    $1,283    $855
Tax effect of:
  Tax exempt investment income..............................    (169)     (131)   (118)
  State and local income taxes..............................      35        37      44
  Prior year taxes..........................................     (31)     (105)    (26)
  Foreign operations net of foreign income taxes............     (44)      (36)    (81)
  Foreign operations repatriation...........................     (27)       --      --
  Other, net................................................     (44)      (19)    (58)
                                                              ------    ------    ----
Provision for income taxes..................................  $1,260    $1,029    $616
                                                              ======    ======    ====


     Included in the 2005 total tax provision is a $27 million tax benefit
related to the repatriation of foreign earnings pursuant to Internal Revenue
Code Section 965 for which a U.S. deferred tax position had previously been
recorded.

     The Company is under continuous examination by the Internal Revenue Service
("IRS") and other tax authorities in jurisdictions in which the Company has
significant business operations. The income tax years under examination vary by
jurisdiction. In 2004 the Company recorded an adjustment of $91 million for the
settlement of all federal income tax issues relating to the IRS's audit of the
Company's tax returns for the years 1997-1999. Such settlement is reflected in
the 2004 tax expense as an adjustment to prior year taxes. The Company also
received $22 million in interest on such settlement and incurred an $8 million
tax expense on such settlement for a total impact to net income of $105 million.
The current IRS examination covers the years 2000-2002 and the Company expects
it to be completed in 2006. The Company regularly assesses the likelihood of
additional assessments in each taxing jurisdiction resulting from current and
subsequent years' examinations. Liabilities for income taxes have been
established for future income tax assessments when it is probable there will be
future assessments and the amount thereof can be reasonably estimated. Once
established, liabilities for uncertain tax positions are adjusted only when
there is more information available or when an event occurs necessitating a
change to the liabilities. The Company believes that the resolution of income
tax matters for open years will not have a material effect on its consolidated
financial statements although the resolution of income tax matters could impact
the Company's effective tax rate for a particular future period.

                                       F-70

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Deferred income taxes represent the tax effect of the differences between
the book and tax basis of assets and liabilities. Net deferred income tax assets
and liabilities consisted of the following:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2005      2004
                                                              -------   -------
                                                                (IN MILLIONS)
                                                                  
Deferred income tax assets:
  Policyholder liabilities and receivables..................  $ 5,049   $ 3,982
  Net operating loss carryforwards..........................    1,017       434
  Capital loss carryforwards................................       75       118
  Tax credit carryforwards..................................      102        30
  Intangibles...............................................       82       112
  Litigation related........................................       64        85
  Other.....................................................      178       152
                                                              -------   -------
                                                                6,567     4,913
  Less: Valuation allowance.................................      199        23
                                                              -------   -------
                                                                6,368     4,890
                                                              -------   -------
Deferred income tax liabilities:
  Investments...............................................    1,838     1,544
  Deferred policy acquisition costs.........................    4,989     3,965
  Net unrealized investment gains...........................    1,041     1,676
  Other.....................................................      206       178
                                                              -------   -------
                                                                8,074     7,363
                                                              -------   -------
Net deferred income tax (liability) asset...................  $(1,706)  $(2,473)
                                                              =======   =======


     Domestic net operating loss carryforwards amount to $2,580 million at
December 31, 2005 and will expire beginning in 2015. Foreign net operating loss
carryforwards amount to $392 million at December 31, 2005 and were generated in
various foreign countries with expiration periods of five years to infinity.
Capital loss carryforwards amount to $213 million at December 31, 2005 and will
expire beginning in 2006. Tax credit carryforwards amount to $102 million at
December 31, 2005 and will expire beginning in 2006.

     The Company has recorded a valuation allowance related to tax benefits of
certain foreign net operating loss carryforwards. The valuation allowance
reflects management's assessment, based on available information, that it is
more likely than not that the deferred income tax asset for certain foreign net
operating loss carryforwards will not be realized. The tax benefit will be
recognized when management believes that it is more likely than not that these
deferred income tax assets are realizable. In 2005, the Company recorded $176
million of additional deferred income tax valuation allowance related to certain
foreign net operating loss carryforwards.

12.  CONTINGENCIES, COMMITMENTS, AND GUARANTEES

CONTINGENCIES

  LITIGATION

     The Company is a defendant in a large number of litigation matters. In some
of the matters, very large and/or indeterminate amounts, including punitive and
treble damages, are sought. Modern pleading practice in the United States
permits considerable variation in the assertion of monetary damages or other
relief.

                                       F-71

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Jurisdictions may permit claimants not to specify the monetary damages sought or
may permit claimants to state only that the amount sought is sufficient to
invoke the jurisdiction of the trial court. In addition, jurisdictions may
permit plaintiffs to allege monetary damages in amounts well exceeding
reasonably possible verdicts in the jurisdiction for similar matters. This
variability in pleadings, together with the actual experience of the Company in
litigating or resolving through settlement numerous claims over an extended
period of time, demonstrate to management that the monetary relief which may be
specified in a lawsuit or claim bears little relevance to its merits or
disposition value. Thus, unless stated below, the specific monetary relief
sought is not noted.

     Due to the vagaries of litigation, the outcome of a litigation matter and
the amount or range of potential loss at particular points in time may normally
be inherently impossible to ascertain with any degree of certainty. Inherent
uncertainties can include how fact finders will view individually and in their
totality documentary evidence, the credibility and effectiveness of witnesses'
testimony, and how trial and appellate courts will apply the law in the context
of the pleadings or evidence presented, whether by motion practice, or at trial
or on appeal. Disposition valuations are also subject to the uncertainty of how
opposing parties and their counsel will themselves view the relevant evidence
and applicable law.

     On a quarterly and yearly basis, the Company reviews relevant information
with respect to liabilities for litigation and contingencies to be reflected in
the Company's consolidated financial statements. The review includes senior
legal and financial personnel. Unless stated below, estimates of possible
additional losses or ranges of loss for particular matters cannot in the
ordinary course be made with a reasonable degree of certainty. Liabilities are
established when it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. Liabilities have been established for a
number of the matters noted below. It is possible that some of the matters could
require the Company to pay damages or make other expenditures or establish
accruals in amounts that could not be estimated as of December 31, 2005.

     Sales Practices Claims

     Over the past several years, Metropolitan Life, New England Mutual Life
Insurance Company ("New England Mutual") and General American Life Insurance
Company ("General American") have faced numerous claims, including class action
lawsuits, alleging improper marketing and sales of individual life insurance
policies or annuities. These lawsuits generally are referred to as "sales
practices claims."

     In December 1999, a federal court approved a settlement resolving sales
practices claims on behalf of a class of owners of permanent life insurance
policies and annuity contracts or certificates issued pursuant to individual
sales in the United States by Metropolitan Life, Metropolitan Insurance and
Annuity Company or Metropolitan Tower Life Insurance Company between January 1,
1982 and December 31, 1997.

     Similar sales practices class actions against New England Mutual, with
which Metropolitan Life merged in 1996, and General American, which was acquired
in 2000, have been settled. In October 2000, a federal court approved a
settlement resolving sales practices claims on behalf of a class of owners of
permanent life insurance policies issued by New England Mutual between January
1, 1983 through August 31, 1996. A federal court has approved a settlement
resolving sales practices claims on behalf of a class of owners of permanent
life insurance policies issued by General American between January 1, 1982
through December 31, 1996. An appellate court has affirmed the order approving
the settlement.

     Certain class members have opted out of the class action settlements noted
above and have brought or continued non-class action sales practices lawsuits.
In addition, other sales practices lawsuits, including lawsuits or other
proceedings relating to the sale of mutual funds and other products, have been
brought. As of December 31, 2005, there are approximately 338 sales practices
litigation matters pending against Metropolitan Life; approximately 45 sales
practices litigation matters pending against New England Mutual, New England
Life Insurance Company, and New England Securities Corporation (collectively,
"New England");

                                       F-72

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately 34 sales practices litigation matters pending against General
American; and approximately 35 sales practices litigation matters pending
against Walnut Street Securities, Inc. ("Walnut Street"). In addition, similar
litigation matters are pending against MetLife Securities, Inc. ("MSI").
Metropolitan Life, New England, General American, MSI and Walnut Street continue
to defend themselves vigorously against these litigation matters. Some
individual sales practices claims have been resolved through settlement, won by
dispositive motions, or, in a few instances, have gone to trial. Most of the
current cases seek substantial damages, including in some cases punitive and
treble damages and attorneys' fees. Additional litigation relating to the
Company's marketing and sales of individual life insurance, mutual funds and
other products may be commenced in the future.

     The Metropolitan Life class action settlement did not resolve two putative
class actions involving sales practices claims filed against Metropolitan Life
in Canada, and these actions remain pending.

     The Company believes adequate provision has been made in its consolidated
financial statements for all probable and reasonably estimable losses for sales
practices claims against Metropolitan Life, New England, General American, MSI
and Walnut Street.

     Regulatory authorities in a small number of states have had investigations
or inquiries relating to Metropolitan Life's, New England's, General American's,
MSI's or Walnut Street's sales of individual life insurance policies or
annuities or other products. Over the past several years, these and a number of
investigations by other regulatory authorities were resolved for monetary
payments and certain other relief. The Company may continue to resolve
investigations in a similar manner.

     Asbestos-Related Claims

     Metropolitan Life is also a defendant in thousands of lawsuits seeking
compensatory and punitive damages for personal injuries allegedly caused by
exposure to asbestos or asbestos-containing products. Metropolitan Life has
never engaged in the business of manufacturing, producing, distributing or
selling asbestos or asbestos-containing products nor has Metropolitan Life
issued liability or workers' compensation insurance to companies in the business
of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits principally have been based
upon allegations relating to certain research, publication and other activities
of one or more of Metropolitan Life's employees during the period from the
1920's through approximately the 1950's and have alleged that Metropolitan Life
learned or should have learned of certain health risks posed by asbestos and,
among other things, improperly publicized or failed to disclose those health
risks. Metropolitan Life believes that it should not have legal liability in
such cases.

     Legal theories asserted against Metropolitan Life have included negligence,
intentional tort claims and conspiracy claims concerning the health risks
associated with asbestos. Although Metropolitan Life believes it has meritorious
defenses to these claims, and has not suffered any adverse monetary judgments in
respect of these claims, due to the risks and expenses of litigation, almost all
past cases have been resolved by settlements. Metropolitan Life's defenses
(beyond denial of certain factual allegations) to plaintiffs' claims include
that: (i) Metropolitan Life owed no duty to the plaintiffs -- it had no special
relationship with the plaintiffs and did not manufacture, produce, distribute or
sell the asbestos products that allegedly injured plaintiffs; (ii) plaintiffs
cannot demonstrate justifiable detrimental reliance; and (iii) plaintiffs cannot
demonstrate proximate causation. In defending asbestos cases, Metropolitan Life
selects various strategies depending upon the jurisdictions in which such cases
are brought and other factors which, in Metropolitan Life's judgment, best
protect Metropolitan Life's interests. Strategies include seeking to settle or
compromise claims, motions challenging the legal or factual basis for such
claims or defending on the merits at trial. Since 2002, trial courts in
California, Utah, Georgia, New York, Texas, and Ohio granted motions dismissing
claims against Metropolitan Life on some or all of the above grounds. Other
courts have denied motions brought by Metropolitan Life to dismiss cases without
the necessity of trial. There can be no assurance that Metropolitan

                                       F-73

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Life will receive favorable decisions on motions in the future. Metropolitan
Life intends to continue to exercise its best judgment regarding settlement or
defense of such cases, including when trials of these cases are appropriate.

     Metropolitan Life continues to study its claims experience, review external
literature regarding asbestos claims experience in the United States and
consider numerous variables that can affect its asbestos liability exposure,
including bankruptcies of other companies involved in asbestos litigation and
legislative and judicial developments, to identify trends and to assess their
impact on the recorded asbestos liability.

     Bankruptcies of other companies involved in asbestos litigation, as well as
advertising by plaintiffs' asbestos lawyers, may be resulting in an increase in
the cost of resolving claims and could result in an increase in the number of
trials and possible adverse verdicts Metropolitan Life may experience.
Plaintiffs are seeking additional funds from defendants, including Metropolitan
Life, in light of such bankruptcies by certain other defendants. In addition,
publicity regarding legislative reform efforts may result in an increase or
decrease in the number of claims.

     Metropolitan Life previously reported that it had received approximately
23,500 asbestos-related claims in 2004. In the context of reviewing in the third
quarter of 2005 certain pleadings received in 2004, it was determined that there
was a small undercount of Metropolitan Life's asbestos-related claims in 2004.
Accordingly, Metropolitan Life now reports that it received approximately 23,900
asbestos-related claims in 2004. The total number of asbestos personal injury
claims pending against Metropolitan Life as of the dates indicated, the number
of new claims during the years ended on those dates and the total settlement
payments made to resolve asbestos personal injury claims during those years are
set forth in the following table:



                                                       AT OR FOR THE YEARS ENDED DECEMBER 31,
                                                       ---------------------------------------
                                                          2005          2004          2003
                                                       -----------   -----------   -----------
                                                                (DOLLARS IN MILLIONS)
                                                                          
Asbestos personal injury claims at year end
  (approximate)......................................    100,250       108,000       111,700
Number of new claims during the year (approximate)...     18,500        23,900        58,750
Settlement payments during the year(1)...............   $   74.3      $   85.5      $   84.2


- ---------------

(1) Settlement payments represent payments made by Metropolitan Life during the
    year in connection with settlements made in that year and in prior years.
    Amounts do not include Metropolitan Life's attorneys' fees and expenses and
    do not reflect amounts received from insurance carriers.

     The Company believes adequate provision has been made in its consolidated
financial statements for all probable and reasonably estimable losses for
asbestos-related claims. The ability of Metropolitan Life to estimate its
ultimate asbestos exposure is subject to considerable uncertainty due to
numerous factors. The availability of data is limited and it is difficult to
predict with any certainty numerous variables that can affect liability
estimates, including the number of future claims, the cost to resolve claims,
the disease mix and severity of disease, the jurisdiction of claims filed, tort
reform efforts and the impact of any possible future adverse verdicts and their
amounts.

     The number of asbestos cases that may be brought or the aggregate amount of
any liability that Metropolitan Life may ultimately incur is uncertain.
Accordingly, it is reasonably possible that the Company's total exposure to
asbestos claims may be greater than the liability recorded by the Company in its
consolidated financial statements and that future charges to income may be
necessary. While the potential future charges could be material in particular
quarterly or annual periods in which they are recorded, based on information
currently known by management, management does not believe any such charges are
likely to have a material adverse effect on the Company's consolidated financial
position.

     Metropolitan Life increased its recorded liability for asbestos-related
claims by $402 million from approximately $820 million to $1,225 million at
December 31, 2002. This total recorded asbestos-related

                                       F-74

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liability (after the self-insured retention) was within the coverage of the
excess insurance policies discussed below. Metropolitan Life regularly
reevaluates its exposure from asbestos litigation and has updated its liability
analysis for asbestos-related claims through December 31, 2005.

     During 1998, Metropolitan Life paid $878 million in premiums for excess
insurance policies for asbestos-related claims. The excess insurance policies
for asbestos-related claims provide for recovery of losses up to $1,500 million,
which is in excess of a $400 million self-insured retention. The
asbestos-related policies are also subject to annual and per-claim sublimits.
Amounts are recoverable under the policies annually with respect to claims paid
during the prior calendar year. Although amounts paid by Metropolitan Life in
any given year that may be recoverable in the next calendar year under the
policies will be reflected as a reduction in the Company's operating cash flows
for the year in which they are paid, management believes that the payments will
not have a material adverse effect on the Company's liquidity.

     Each asbestos-related policy contains an experience fund and a reference
fund that provides for payments to Metropolitan Life at the commutation date if
the reference fund is greater than zero at commutation or pro rata reductions
from time to time in the loss reimbursements to Metropolitan Life if the
cumulative return on the reference fund is less than the return specified in the
experience fund. The return in the reference fund is tied to performance of the
Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. A
claim with respect to the prior year was made under the excess insurance
policies in 2003, 2004 and 2005 for the amounts paid with respect to asbestos
litigation in excess of the retention. As the performance of the indices impacts
the return in the reference fund, it is possible that loss reimbursements to the
Company and the recoverable with respect to later periods may be less than the
amount of the recorded losses. Such foregone loss reimbursements may be
recovered upon commutation depending upon future performance of the reference
fund. If at some point in the future, the Company believes the liability for
probable and reasonably estimable losses for asbestos-related claims should be
increased, an expense would be recorded and the insurance recoverable would be
adjusted subject to the terms, conditions and limits of the excess insurance
policies. Portions of the change in the insurance recoverable would be recorded
as a deferred gain and amortized into income over the estimated remaining
settlement period of the insurance policies. The foregone loss reimbursements
were approximately $8.3 million with respect to 2002 claims, $15.5 million with
respect to 2003 claims and $15.1 million with respect to 2004 claims and
estimated as of December 31, 2005, to be approximately $45.4 million in the
aggregate, including future years.

     Property and Casualty Actions

     A purported class action has been filed against Metropolitan Property and
Casualty Insurance Company's ("MPC") subsidiary, Metropolitan Casualty Insurance
Company, in Florida alleging breach of contract and unfair trade practices with
respect to allowing the use of parts not made by the original manufacturer to
repair damaged automobiles. Discovery is ongoing and a motion for class
certification is pending. Two purported nationwide class actions have been filed
against MPC in Illinois. One suit claims breach of contract and fraud due to the
alleged underpayment of medical claims arising from the use of a purportedly
biased provider fee pricing system. A motion for class certification has been
filed and discovery is ongoing. The second suit claims breach of contract and
fraud arising from the alleged use of preferred provider organizations to reduce
medical provider fees covered by the medical claims portion of the insurance
policy. The court recently granted MPC's motion to dismiss the fraud claim in
the second suit.

     A purported class action has been filed against MPC in Montana. This suit
alleges breach of contract and bad faith for not aggregating medical payment and
uninsured coverages provided in connection with the several vehicles identified
in insureds' motor vehicle policies. A recent decision by the Montana Supreme
Court in a suit involving another insurer determined that aggregation is
required. The parties have reached an agreement to settle this suit. MPC has
recorded a liability in an amount the Company believes is adequate to resolve
the claims underlying this matter. The amount to be paid will not be material to
MPC. Certain

                                       F-75

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

plaintiffs' lawyers in another action have alleged that the use of certain
automated databases to provide total loss vehicle valuation methods was
improper. MPC, along with a number of other insurers, agreed in July 2005 to
resolve this issue in a class action format. Management believes that the amount
to be paid in resolution of this matter will not be material to MPC.

     In December 2005, a purported class action was filed against MPC in
Louisiana federal court on behalf of insureds who incurred total property losses
as a result of Hurricane Katrina. Plaintiffs claim they are entitled to coverage
for all of their claims. A lawsuit was filed against MPC in November 2005 in
Mississippi federal court by two policyholders challenging the denial of a claim
under their homeowners policy for damage caused to their property during
Hurricane Katrina. In 2006, MPC was sued in two additional Hurricane Katrina-
related actions, one in Louisiana and one in Mississippi and it is reasonably
possible other actions will be filed. The Company intends to vigorously defend
these matters.

     Demutualization Actions

     Several lawsuits were brought in 2000 challenging the fairness of
Metropolitan Life's plan of reorganization, as amended (the "plan") and the
adequacy and accuracy of Metropolitan Life's disclosure to policyholders
regarding the plan. These actions named as defendants some or all of
Metropolitan Life, the Holding Company, the individual directors, the New York
Superintendent of Insurance (the "Superintendent") and the underwriters for
MetLife, Inc.'s initial public offering, Goldman Sachs & Company and Credit
Suisse First Boston. In 2003, a trial court within the commercial part of the
New York State court granted the defendants' motions to dismiss two purported
class actions. In 2004, the appellate court modified the trial court's order by
reinstating certain claims against Metropolitan Life, the Holding Company and
the individual directors. Plaintiffs in these actions have filed a consolidated
amended complaint. Plaintiffs' motion to certify a litigation class is pending.
Another purported class action filed in New York State court in Kings County has
been consolidated with this action. The plaintiffs in the state court class
actions seek compensatory relief and punitive damages. Five persons brought a
proceeding under Article 78 of New York's Civil Practice Law and Rules
challenging the Opinion and Decision of the Superintendent who approved the
plan. In this proceeding, petitioners sought to vacate the Superintendent's
Opinion and Decision and enjoin him from granting final approval of the plan. On
November 10, 2005, the trial court granted respondents' motions to dismiss this
proceeding. Petitioners have filed a notice of appeal. In a class action against
Metropolitan Life and the Holding Company pending in the United States District
Court for the Eastern District of New York, plaintiffs served a second
consolidated amended complaint in 2004. In this action, plaintiffs assert
violations of the Securities Act of 1933 and the Securities Exchange Act of 1934
in connection with the plan, claiming that the Policyholder Information Booklets
failed to disclose certain material facts and contained certain material
misstatements. They seek rescission and compensatory damages. On June 22, 2004,
the court denied the defendants' motion to dismiss the claim of violation of the
Securities Exchange Act of 1934. The court had previously denied defendants'
motion to dismiss the claim for violation of the Securities Act of 1933. In
2004, the court reaffirmed its earlier decision denying defendants' motion for
summary judgment as premature. On July 19, 2005, this federal trial court
certified a class action against Metropolitan Life and the Holding Company.
Metropolitan Life and the Holding Company have filed a petition seeking
permission for an interlocutory appeal from this order. Metropolitan Life, the
Holding Company and the individual defendants believe they have meritorious
defenses to the plaintiffs' claims and are contesting vigorously all of the
plaintiffs' claims in these actions.

     In 2001, a lawsuit was filed in the Superior Court of Justice, Ontario,
Canada on behalf of a proposed class of certain former Canadian policyholders
against the Holding Company, Metropolitan Life, and Metropolitan Life Insurance
Company of Canada. Plaintiffs' allegations concern the way that their policies
were treated in connection with the demutualization of Metropolitan Life; they
seek damages, declarations, and other non-pecuniary relief. The defendants
believe they have meritorious defenses to the plaintiffs' claims and will
contest vigorously all of plaintiffs' claims in this matter.
                                       F-76

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     On April 30, 2004, a lawsuit was filed in New York state court in New York
County against the Holding Company and Metropolitan Life on behalf of a proposed
class comprised of the settlement class in the Metropolitan Life sales practices
class action settlement approved in December 1999 by the United States District
Court for the Western District of Pennsylvania. In their amended complaint,
plaintiffs challenged the treatment of the cost of the sales practices
settlement in the demutualization of Metropolitan Life and asserted claims of
breach of fiduciary duty, common law fraud, and unjust enrichment. In an order
dated July 13, 2005, the court granted the defendants' motion to dismiss the
action and the plaintiffs have filed a notice of appeal.

     Other

     A putative class action lawsuit which commenced in October 2000 is pending
in the United States District Court for the District of Columbia, in which
plaintiffs allege that they were denied certain ad hoc pension increases awarded
to retirees under the Metropolitan Life retirement plan. The ad hoc pension
increases were awarded only to retirees (i.e., individuals who were entitled to
an immediate retirement benefit upon their termination of employment) and not
available to individuals like these plaintiffs whose employment, or whose
spouses' employment, had terminated before they became eligible for an immediate
retirement benefit. The plaintiffs seek to represent a class consisting of
former Metropolitan Life employees, or their surviving spouses, who are
receiving deferred vested annuity payments under the retirement plan and who
were allegedly eligible to receive the ad hoc pension increases. In September
2005, Metropolitan Life's motion for summary judgment was granted. Plaintiffs
have moved for reconsideration.

     On February 21, 2006, the SEC and New England Securities Corporation
("NES"), a subsidiary of NELICO, resolved a formal investigation of NES that
arose in response to NES informing the SEC that certain systems and controls
relating to one NES advisory program were not operating effectively. NES
previously provided restitution to the affected clients and the settlement
includes additional client payments to be made by NES in the total amount of
approximately $2,615,000. No penalties were imposed.

     In May 2003, the American Dental Association and three individual providers
sued MetLife and Cigna in a purported class action lawsuit brought in a Florida
federal district court. The plaintiffs purport to represent a nationwide class
of in-network providers who allege that their claims are being wrongfully
reduced by downcoding, bundling, and the improper use and programming of
software. The complaint alleges federal racketeering and various state law
theories of liability. MetLife is vigorously defending the matter. The district
court has granted in part and denied in part MetLife's motion to dismiss.
MetLife has filed another motion to dismiss. The court has issued a tag-along
order, related to a medical managed care trial, which will stay the lawsuit
indefinitely.

     In a lawsuit commenced in June 1998, a New York state court granted in 2004
plaintiffs' motion to certify a litigation class of owners of certain
participating life insurance policies and a sub-class of New York owners of such
policies in an action asserting that Metropolitan Life breached their policies
and violated New York's General Business Law in the manner in which it allocated
investment income across lines of business during a period ending with the 2000
demutualization. Plaintiffs sought compensatory damages. In January 2006, the
appellate court reversed the class certification order. On November 23, 2005,
the trial court issued a Memorandum Decision granting Metropolitan Life's motion
for summary judgment. The plaintiffs' time to appeal the trial court's decision
has not yet expired.

     Regulatory bodies have contacted the Company and have requested information
relating to market timing and late trading of mutual funds and variable
insurance products and, generally, the marketing of products. The Company
believes that many of these inquiries are similar to those made to many
financial services companies as part of industry-wide investigations by various
regulatory agencies. The SEC has commenced an investigation with respect to
market timing and late trading in a limited number of privately-placed variable
insurance contracts that were sold through General American. As previously
reported, in May 2004, General American received a Wells Notice stating that the
SEC staff is considering recommending that

                                       F-77

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the SEC bring a civil action alleging violations of the U.S. securities laws
against General American. Under the SEC procedures, General American can avail
itself of the opportunity to respond to the SEC staff before it makes a formal
recommendation regarding whether any action alleging violations of the U.S.
securities laws should be considered. General American has responded to the
Wells Notice. The Company is fully cooperating with regard to these information
requests and investigations. The Company at the present time is not aware of any
systemic problems with respect to such matters that may have a material adverse
effect on the Company's consolidated financial position.

     As anticipated, the SEC issued a formal order of investigation related to
certain sales by a former MetLife sales representative to the Sheriff's
Department of Fulton County, Georgia. The Company is fully cooperating with
respect to inquiries from the SEC.

     The Company has received a number of subpoenas and other requests from the
Office of the Attorney General of the State of New York seeking, among other
things, information regarding and relating to compensation agreements between
insurance brokers and the Company, whether MetLife has provided or is aware of
the provision of "fictitious" or "inflated" quotes, and information regarding
tying arrangements with respect to reinsurance. Based upon an internal review,
the Company advised the Attorney General for the State of New York that MetLife
was not aware of any instance in which MetLife had provided a "fictitious" or
"inflated" quote. MetLife also has received subpoenas, including sets of
interrogatories, from the Office of the Attorney General of the State of
Connecticut seeking information and documents including contingent commission
payments to brokers and MetLife's awareness of any "sham" bids for business.
MetLife also has received a Civil Investigative Demand from the Office of the
Attorney General for the State of Massachusetts seeking information and
documents concerning bids and quotes that the Company submitted to potential
customers in Massachusetts, the identity of agents, brokers, and producers to
whom the Company submitted such bids or quotes, and communications with a
certain broker. The Company has received two subpoenas from the District
Attorney of the County of San Diego, California. The subpoenas seek numerous
documents including incentive agreements entered into with brokers. The Florida
Department of Financial Services and the Florida Office of Insurance Regulation
also have served subpoenas on the Company asking for answers to interrogatories
and document requests concerning topics that include compensation paid to
intermediaries. The Office of the Attorney General for the State of Florida has
also served a subpoena on the Company seeking, among other things, copies of
materials produced in response to the subpoenas discussed above. The Company has
received a subpoena from the Office of the U.S. Attorney for the Southern
District of California asking for documents regarding the insurance broker,
Universal Life Resources. The Insurance Commissioner of Oklahoma has served a
subpoena, including a set of interrogatories, on the Company seeking, among
other things, documents and information concerning the compensation of insurance
producers for insurance covering Oklahoma entities and persons. The Ohio
Department of Insurance has requested documents regarding a broker and certain
Ohio public entity groups. The Company continues to cooperate fully with these
inquiries and is responding to the subpoenas and other requests. MetLife is
continuing to conduct an internal review of its commission payment practices.

     Approximately sixteen broker-related lawsuits in which the Company was
named as a defendant were filed. Voluntary dismissals and consolidations have
reduced the number of pending actions to four. In one of these, the California
Insurance Commissioner is suing in California state court Metropolitan Life,
Paragon Life Insurance Company and other companies alleging that the defendants
violated certain provisions of the California Insurance Code. Another of these
actions is pending in a multi-district proceeding established in the federal
district court in the District of New Jersey. In this proceeding, plaintiffs
have filed an amended class action complaint consolidating the claims from
separate actions that had been filed in or transferred to the District of New
Jersey. The consolidated amended complaint alleges that the Holding Company,
Metropolitan Life, several other insurance companies and several insurance
brokers violated RICO, ERISA, and antitrust laws and committed other misconduct
in the context of providing insurance to employee benefit plans and to persons
who participate in such employee benefit plans. Plaintiffs seek to represent
classes of

                                       F-78

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

employers that established employee benefit plans and persons who participated
in such employee benefit plans. A motion for class certification has been filed.
Plaintiffs in several other actions have voluntarily dismissed their claims. The
Company intends to vigorously defend these cases.

     In addition to those discussed above, regulators and others have made a
number of inquiries of the insurance industry regarding industry brokerage
practices and related matters and other inquiries may begin. It is reasonably
possible that MetLife will receive additional subpoenas, interrogatories,
requests and lawsuits. MetLife will fully cooperate with all regulatory
inquiries and intends to vigorously defend all lawsuits.

     The Company has received a subpoena from the Connecticut Attorney General
requesting information regarding its participation in any finite reinsurance
transactions. MetLife has also received information requests relating to finite
insurance or reinsurance from other regulatory and governmental authorities.
MetLife believes it has appropriately accounted for its transactions of this
type and intends to cooperate fully with these information requests. The Company
believes that a number of other industry participants have received similar
requests from various regulatory and governmental authorities. It is reasonably
possible that MetLife or its subsidiaries may receive additional requests.
MetLife and any such subsidiaries will fully cooperate with all such requests.

     As previously disclosed, the NASD staff notified MSI, NES and Walnut
Street, all direct or indirect subsidiaries of MetLife, Inc., that it has made a
preliminary determination to file charges of violations of the NASD's and the
SEC's rules against the firms. The pending investigation was initiated after the
firms reported to the NASD that a limited number of mutual fund transactions
processed by firm representatives and at the firms' consolidated trading desk,
during the period April through December 2003, had been received from customers
after 4:00 p.m., Eastern time, and received the same day's net asset value. The
potential charges of violations of the NASD's and the SEC's rules relate to the
processing of transactions received after 4:00 p.m., the firms' maintenance of
books and records, supervisory procedures and responses to the NASD's
information requests. Under the NASD's procedures, the firms have submitted a
response to the NASD staff. The NASD staff has not made a formal recommendation
regarding whether any action alleging violations of the rules should be filed.
MetLife continues to cooperate fully with the NASD.

     Following an inquiry commencing in March 2004, the staff of the NASD has
notified MSI that it has made a preliminary determination to recommend charging
MSI with the failure to adopt, maintain and enforce written supervisory
procedures reasonably designed to achieve compliance with suitability
requirements regarding the sale of college savings plans, also known as 529
plans. This notification follows an industry-wide inquiry by the NASD examining
sales of 529 plans. Under the NASD's procedures, MSI submitted its written
explanation of why it believes charges should not be filed. The NASD staff has
not made a formal recommendation regarding whether any action alleging
violations of applicable rules should be filed. MSI continues to cooperate fully
with the NASD.

     In February 2006, the Company learned that the SEC has commenced a formal
investigation of NES in connection with the suitability of its sales of various
universal life insurance policies. The Company believes that others in the
insurance industry are the subject of similar investigations by the SEC. NES is
cooperating fully with the SEC.

     MSI received in 2005 a notice from the Illinois Department of Securities
asserting possible violations of the Illinois Securities Act in connection with
sales of a former affiliate's mutual funds. A response has been submitted and
MSI intends to cooperate fully with the Illinois Department of Securities.

     In August 1999, an amended putative class action complaint was filed in
Connecticut state court against The Travelers Life and Annuity Company ("TLAC"),
Travelers Equity Sales, Inc. and certain former affiliates. The amended
complaint alleges Travelers Property Casualty Corporation, a former TLAC
affiliate, purchased structured settlement annuities from TLAC and spent less on
the purchase of those structured settlement annuities than agreed with
claimants, and that commissions paid to brokers for the structured

                                       F-79

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

settlement annuities, including an affiliate of TLAC, were paid in part to
Travelers Property Casualty Corporation. On May 26, 2004, the Connecticut
Superior Court certified a nationwide class action involving the following
claims against TLAC: violation of the Connecticut Unfair Trade Practice Statute,
unjust enrichment, and civil conspiracy. On June 15, 2004, the defendants
appealed the class certification order and the appeal is now pending before the
Connecticut Supreme Court.

     A former registered representative of Tower Square Securities, Inc. ("Tower
Square"), a broker-dealer subsidiary of The Travelers Insurance Company ("TIC"),
is alleged to have defrauded individuals by diverting funds for his personal
use. In June 2005, the SEC issued a formal order of investigation with respect
to Tower Square and served Tower Square with a subpoena. The Securities and
Business Investments Division of the Connecticut Department of Banking and the
NASD are also reviewing this matter. Tower Square intends to fully cooperate
with the SEC, the NASD and the Connecticut Department of Banking. In the context
of the above, two arbitration matters were commenced in 2005 against Tower
Square. In one of the matters, defendants include other unaffiliated
broker-dealers with whom the registered representative was formerly registered.
It is reasonably possible that other actions will be brought regarding this
matter. Tower Square intends to defend itself vigorously in all such cases.

     Metropolitan Life also has been named as a defendant in a number of
silicosis, welding and mixed dust cases in various states. The Company intends
to defend itself vigorously against these cases.

     Various litigation, including purported or certified class actions, and
various claims and assessments against the Company, in addition to those
discussed above and those otherwise provided for in the Company's consolidated
financial statements, have arisen in the course of the Company's business,
including, but not limited to, in connection with its activities as an insurer,
employer, investor, investment advisor and taxpayer. Further, state insurance
regulatory authorities and other federal and state authorities regularly make
inquiries and conduct investigations concerning the Company's compliance with
applicable insurance and other laws and regulations.

     Summary

     It is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or provide reasonable ranges of
potential losses, except as noted above in connection with specific matters. In
some of the matters referred to above, very large and/or indeterminate amounts,
including punitive and treble damages, are sought. Although in light of these
considerations it is possible that an adverse outcome in certain cases could
have a material adverse effect upon the Company's consolidated financial
position, based on information currently known by the Company's management, in
its opinion, the outcomes of such pending investigations and legal proceedings
are not likely to have such an effect. However, given the large and/or
indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, it is possible that an adverse outcome in
certain matters could, from time to time, have a material adverse effect on the
Company's consolidated net income or cash flows in particular quarterly or
annual periods.

  INSOLVENCY ASSESSMENTS

     Most of the jurisdictions in which the Company is admitted to transact
business require life insurers doing business within the jurisdiction to
participate in guaranty associations, which are organized to pay contractual
benefits owed pursuant to insurance policies issued by impaired, insolvent or
failed life insurers. These associations levy assessments, up to prescribed
limits, on all member insurers in a particular state on the basis of the
proportionate share of the premiums written by member insurers in the lines of
business in which the impaired, insolvent or failed insurer engaged. Some states
permit member insurers to recover assessments paid through full or partial
premium tax offsets. Assessments levied against the Company were $4 million, $10
million and $6 million for the years ended December 31, 2005, 2004 and 2003,
respectively. The Company

                                       F-80

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maintained a liability of $90 million, and a related asset for premium tax
offsets of $54 million, at December 31, 2005 for undiscounted future assessments
in respect of currently impaired, insolvent or failed insurers.

  IMPACT OF HURRICANES

     On August 29, 2005, Hurricane Katrina made landfall in the states of
Louisiana, Mississippi and Alabama causing catastrophic damage to these coastal
regions. As of December 31, 2005, the Company recognized total net losses
related to the catastrophe of $134 million, net of income taxes and reinsurance
recoverables and including reinstatement premiums and other reinsurance-related
premium adjustments, which impacted the Auto & Home and Institutional segments.
The Auto & Home and Institutional segments recorded net losses related to the
catastrophe of $120 million and $14 million, each net of income taxes and
reinsurance recoverables and including reinstatement premiums and other
reinsurance-related premium adjustments, respectively. MetLife's gross losses
from Katrina were approximately $335 million, primarily arising from the
Company's homeowners business.

     On October 24, 2005, Hurricane Wilma made landfall across the state of
Florida. As of December 31, 2005, the Company's Auto & Home segment recognized
total losses related to the catastrophe of $32 million, net of income taxes and
reinsurance recoverables. MetLife's gross losses from Hurricane Wilma were
approximately $57 million arising from the Company's homeowners and automobile
businesses.

     Additional hurricane-related losses may be recorded in future periods as
claims are received from insureds and claims to reinsurers are processed.
Reinsurance recoveries are dependent on the continued creditworthiness of the
reinsurers, which may be affected by their other reinsured losses in connection
with Hurricanes Katrina and Wilma and otherwise. In addition, lawsuits,
including purported class actions, have been filed in Mississippi and Louisiana
challenging denial of claims for damages caused to their property during
Hurricane Katrina. MPC is a named party in some of these lawsuits. In addition,
rulings in cases in which MPC is not a party may affect interpretation of its
policies. MPC intends to vigorously defend these matters. However, any adverse
rulings could result in an increase in the Company's hurricane-related claim
exposure and losses. Based on information currently known by management, it does
not believe that additional claim losses resulting from Hurricane Katrina will
have a material adverse impact on the Company's consolidated financial
statements.

  ARGENTINA

     As a part of the Travelers acquisition, the Company acquired Citigroup's
insurance operations in Argentina. The Argentinean economic, regulatory and
legal environment, including interpretations of laws and regulations by
regulators and courts, is uncertain. Potential legal or governmental actions
related to pension reform, fiduciary responsibilities, performance guarantees
and tax rulings could adversely affect the results of the Company. Upon
acquisition, the Company established liabilities related to insurance
liabilities, most significantly death and disability policy liabilities, based
upon its interpretation of Argentinean law and the Company's best estimate of
its obligations under such law. Additionally, the Company has established
certain liabilities related to its estimated obligations associated with
litigation and tax rulings related to pesification.

COMMITMENTS

  LEASES

     In accordance with industry practice, certain of the Company's income from
lease agreements with retail tenants is contingent upon the level of the
tenants' sales revenues. Additionally, the Company, as lessee, has entered into
various lease and sublease agreements for office space, data processing and
other equipment.

                                       F-81

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum rental and sublease income, and minimum gross rental payments
relating to these lease agreements were as follows:



                                                                                  GROSS
                                                             RENTAL   SUBLEASE    RENTAL
                                                             INCOME    INCOME    PAYMENTS
                                                             ------   --------   --------
                                                                    (IN MILLIONS)
                                                                        
2006.......................................................   $440      $20        $218
2007.......................................................   $398      $17        $196
2008.......................................................   $329      $14        $165
2009.......................................................   $270      $ 7        $131
2010.......................................................   $218      $ 6        $104
Thereafter.................................................   $737      $17        $524


  COMMITMENTS TO FUND PARTNERSHIP INVESTMENTS

     The Company makes commitments to fund partnership investments in the normal
course of business. The amounts of these unfunded commitments were $2,684
million and $1,324 million at December 31, 2005 and 2004, respectively. The
Company anticipates that these amounts will be invested in partnerships over the
next five years.

  MORTGAGE LOAN COMMITMENTS

     The Company commits to lend funds under mortgage loan commitments. The
amounts of these mortgage loan commitments were $2,974 million and $1,189
million at December 31, 2005 and 2004, respectively.

  OTHER COMMITMENTS

     TIC is a member of the Federal Home Loan Bank of Boston (the "FHLB of
Boston") and holds $70 million of common stock of the FHLB of Boston, which is
included in equity securities on the Company's balance sheets. TIC has also
entered into several funding agreements with the FHLB of Boston whereby TIC has
issued such funding agreements in exchange for cash and for which the FHLB of
Boston has been granted a blanket lien on TIC's residential mortgages and
mortgage-backed securities to collateralize TIC's obligations under the funding
agreements. TIC maintains control over these pledged assets, and may use,
commingle, encumber or dispose of any portion of the collateral as long as there
is no event of default and the remaining qualified collateral is sufficient to
satisfy the collateral maintenance level. The funding agreements and the related
security agreement represented by this blanket lien, provide that upon any event
of default by TIC, the FHLB of Boston's recovery is limited to the amount of
TIC's liability under the outstanding funding agreements. The amount of the
Company's liability for funding agreements with the Bank as of December 31, 2005
is $1.1 billion, which is included in policyholder account balances.

     On December 12, 2005, RGA repurchased 1.6 million shares of its outstanding
common stock at an aggregate price of approximately $76 million under an
accelerated share repurchase agreement with a major bank. The bank borrowed the
stock sold to RGA from third parties and is purchasing the shares in the open
market over the subsequent few months to return to the lenders. RGA will either
pay or receive an amount based on the actual amount paid by the bank to purchase
the shares. These repurchases resulted in an increase in the Company's ownership
percentage of RGA to approximately to 53% at December 31, 2005 from
approximately 52% at December 31, 2004. In February 2006, the final purchase
price was determined resulting in a cash settlement substantially equal to the
aggregate cost. RGA recorded the initial repurchase of shares as treasury stock
and recorded the amount received as an adjustment to the cost of the treasury
stock.

                                       F-82

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

GUARANTEES

     In the course of its business, the Company has provided certain
indemnities, guarantees and commitments to third parties pursuant to which it
may be required to make payments now or in the future. In the context of
acquisition, disposition, investment and other transactions, the Company has
provided indemnities and guarantees, including those related to tax,
environmental and other specific liabilities, and other indemnities and
guarantees that are triggered by, among other things, breaches of
representations, warranties or covenants provided by the Company. In addition,
in the normal course of business, the Company provides indemnifications to
counterparties in contracts with triggers similar to the foregoing, as well as
for certain other liabilities, such as third party lawsuits. These obligations
are often subject to time limitations that vary in duration, including
contractual limitations and those that arise by operation of law, such as
applicable statutes of limitation. In some cases, the maximum potential
obligation under the indemnities and guarantees is subject to a contractual
limitation ranging from less than $1 million to $2 billion, with a cumulative
maximum of $5.2 billion, while in other cases such limitations are not specified
or applicable. Since certain of these obligations are not subject to
limitations, the Company does not believe that it is possible to determine the
maximum potential amount due under these guarantees in the future.

     In addition, the Company indemnifies its directors and officers as provided
in its charters and by-laws. Also, the Company indemnifies other of its agents
for liabilities incurred as a result of their representation of the Company's
interests. Since these indemnities are generally not subject to limitation with
respect to duration or amount, the Company does not believe that it is possible
to determine the maximum potential amount due under these indemnities in the
future.

     The Company has also guaranteed minimum investment returns on certain
international retirement funds in accordance with local laws. Since these
guarantees are not subject to limitation with respect to duration or amount, the
Company does not believe that it is possible to determine the maximum potential
amount due under these guarantees in the future.

     In the first quarter of 2005, the Company recorded a liability of $4
million with respect to indemnities provided in connection with a certain
disposition. The approximate term for this liability is 18 months. The maximum
potential amount of future payments the Company could be required to pay under
these indemnities is approximately $500 million. Due to the uncertainty in
assessing changes to the liability over the term, the liability on the Company's
consolidated balance sheet will remain until either expiration or settlement of
the guarantee unless evidence clearly indicates that the estimates should be
revised. In the third quarter of 2005, the Company released $6 million of a
liability due to the expiration of indemnities provided in a prior year
disposition. The Company's recorded liabilities at December 31, 2005 and 2004
for indemnities, guarantees and commitments were $9 million and $10 million,
respectively.

     In connection with RSATs, the Company writes credit default swap
obligations requiring payment of principal due in exchange for the reference
credit obligation, depending on the nature or occurrence of specified credit
events for the referenced entities. In the event of a specified credit event,
the Company's maximum amount at risk, assuming the value of the referenced
credits becomes worthless, is $593 million at December 31, 2005. The credit
default swaps expire at various times during the next six years.

13.  EMPLOYEE BENEFIT PLANS

  PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

     Certain subsidiaries of the Holding Company (the "Subsidiaries") are
sponsors and/or administrators of defined benefit pension plans covering
eligible employees and sales representatives. Retirement benefits are based upon
years of credited service and final average or career average earnings history.

                                       F-83

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Subsidiaries also provide certain postemployment benefits and certain
postretirement health care and life insurance benefits for retired employees.
Employees of the Subsidiaries who were hired prior to 2003 (or, in certain
cases, rehired during or after 2003) and meet age and service criteria while
working for a covered subsidiary, may become eligible for these postretirement
benefits, at various levels, in accordance with the applicable plans.

     The Subsidiaries have issued group annuity and life insurance contracts
supporting approximately 98% of all pension and postretirement employee benefit
plans assets sponsored by the Subsidiaries.

     In connection with the acquisition of Travelers, the employees of Travelers
and any other Citigroup affiliate in the United States who became employees of
certain Subsidiaries in connection with that acquisition (including those who
remained employees of companies acquired in that acquisition) will be credited
with service recognized by Citigroup for purposes of determining eligibility and
vesting under The Metropolitan Life Retirement Plan for United States Employees
(the "Plan"), a noncontributory qualified defined benefit pension plan, with
respect to benefits earned under the Plan subsequent to the closing date of the
acquisition. Neither the Holding Company nor its subsidiaries assumed an
obligation for benefits earned under defined benefit plans of Citigroup or
Travelers prior to the acquisition.

     A December 31 measurement date is used for all of the Subsidiaries' defined
benefit pension and other postretirement benefit plans.

                                       F-84

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  OBLIGATIONS, FUNDED STATUS AND NET PERIODIC BENEFIT COSTS



                                                                DECEMBER 31,
                                                     -----------------------------------
                                                                              OTHER
                                                                         POSTRETIREMENT
                                                     PENSION BENEFITS       BENEFITS
                                                     -----------------   ---------------
                                                      2005      2004      2005     2004
                                                     -------   -------   ------   ------
                                                                (IN MILLIONS)
                                                                      
Change in projected benefit obligation:
Projected benefit obligation at beginning of
  year.............................................  $5,523    $5,269    $1,975   $2,090
  Service cost.....................................     142       129        37       32
  Interest cost....................................     318       311       121      119
  Plan participants' contributions.................      --        --        28       25
  Acquisitions and divestitures....................      (1)       (3)        1       --
  Actuarial losses (gains).........................      90       147       172     (139)
  Change in benefits...............................      --        --         7        1
  Transfers in (out) of controlled group...........       6        --        (5)      --
  Benefits paid....................................    (312)     (330)     (160)    (153)
                                                     ------    ------    ------   ------
Projected benefit obligation at end of year........   5,766     5,523     2,176    1,975
                                                     ------    ------    ------   ------
Change in plan assets:
Fair value of plan assets at beginning of year.....   5,392     4,728     1,062    1,005
  Actual return on plan assets.....................     404       416        60       93
  Acquisitions and divestitures....................      (1)       (3)       --       --
  Employer contribution............................       4       526         2        2
  Benefits paid....................................    (281)     (275)      (31)     (38)
                                                     ------    ------    ------   ------
Fair value of plan assets at end of year...........   5,518     5,392     1,093    1,062
                                                     ------    ------    ------   ------
Underfunded........................................    (248)     (131)   (1,083)    (913)
Unrecognized net asset at transition...............      --         1         1       --
Unrecognized net actuarial losses..................   1,528     1,510       377      199
Unrecognized prior service cost....................      54        67      (122)    (165)
                                                     ------    ------    ------   ------
Prepaid (accrued) benefit cost.....................  $1,334    $1,447    $ (827)  $ (879)
                                                     ======    ======    ======   ======
Qualified plan prepaid pension cost................  $1,691    $1,782    $   --   $   --
Non-qualified plan accrued pension cost............    (435)     (478)     (827)    (879)
Intangible assets..................................      12        13        --       --
Accumulated other comprehensive loss...............      66       130        --       --
                                                     ------    ------    ------   ------
Prepaid (accrued) benefit cost.....................  $1,334    $1,447    $ (827)  $ (879)
                                                     ======    ======    ======   ======


     The prepaid (accrued) benefit cost for pension benefits presented in the
above table consists of prepaid benefit costs of $1,696 million and $1,785
million as of December 31, 2005 and 2004, respectively, and accrued benefit
costs of $362 million and $338 million as of December 31, 2005 and 2004,
respectively.

                                       F-85

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The aggregate projected benefit obligation and aggregate fair value of plan
assets for the pension plans were as follows:



                                                       NON-QUALIFIED
                                     QUALIFIED PLAN        PLAN             TOTAL
                                     ---------------   -------------   ---------------
                                      2005     2004    2005    2004     2005     2004
                                     ------   ------   -----   -----   ------   ------
                                                       (IN MILLIONS)
                                                              
Aggregate fair value of plan assets
  (principally Company
  contracts).......................  $5,518   $5,392   $  --   $  --   $5,518   $5,392
Aggregate projected benefit
  obligation.......................   5,258    4,999     508     524    5,766    5,523
                                     ------   ------   -----   -----   ------   ------
Over (under) funded................  $  260   $  393   $(508)  $(524)  $ (248)  $ (131)
                                     ======   ======   =====   =====   ======   ======


     The accumulated benefit obligation for all defined benefit pension plans
was $5,349 million and $5,149 million at December 31, 2005 and 2004,
respectively.

     Information for pension plans with an accumulated benefit obligation in
excess of plan assets:



                                                              DECEMBER 31,
                                                              -------------
                                                              2005    2004
                                                              -----   -----
                                                              (IN MILLIONS)
                                                                
Projected benefit obligation................................  $538    $550
Accumulated benefit obligation..............................  $449    $482
Fair value of plan assets...................................  $ 19    $ 17


     Information for pension and other postretirement plans with a projected
benefit obligation in excess of plan assets:



                                                                DECEMBER 31,
                                                        -----------------------------
                                                                           OTHER
                                                          PENSION     POSTRETIREMENT
                                                         BENEFITS        BENEFITS
                                                        -----------   ---------------
                                                        2005   2004    2005     2004
                                                        ----   ----   ------   ------
                                                                (IN MILLIONS)
                                                                   
Projected benefit obligation..........................  $538   $550   $2,176   $1,975
Fair value of plan assets.............................  $ 19   $ 17   $1,093   $1,062


     The components of net periodic benefit cost were as follows:



                                                                  OTHER POSTRETIREMENT
                                            PENSION BENEFITS            BENEFITS
                                          ---------------------   ---------------------
                                          2005    2004    2003    2005    2004    2003
                                          -----   -----   -----   -----   -----   -----
                                                          (IN MILLIONS)
                                                                
Service cost............................  $ 142   $ 129   $ 123   $ 37    $ 32    $ 39
Interest cost...........................    318     311     314    121     119     123
Expected return on plan assets..........   (446)   (428)   (335)   (79)    (77)    (72)
Amortization of prior actuarial
  losses................................    116     101      86     15       7       8
Amortization of prior service cost......     16      16      16    (17)    (19)    (20)
Curtailment cost........................     --      --      10     --      --       3
                                          -----   -----   -----   ----    ----    ----
Net periodic benefit cost...............  $ 146   $ 129   $ 214   $ 77    $ 62    $ 81
                                          =====   =====   =====   ====    ====    ====


     The Company expects to receive subsidies on prescription drug benefits
beginning in 2006 under the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Prescription Drug Act"). The other
postretirement benefit plan accumulated benefit obligation were remeasured
effective July 1, 2004

                                       F-86

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in order to determine the effect of the expected subsidies on net periodic other
postretirement benefit cost. As a result, the accumulated other postretirement
benefit obligation was reduced by $213 million at July 1, 2004 and net periodic
other postretirement benefit cost from July 1, 2004 through December 31, 2004
was reduced by $17 million. The reduction of net periodic benefit cost was due
to reductions in service cost of $3 million, interest cost of $6 million, and
amortization of prior actuarial loss of $8 million.

     The reduction in the accumulated postretirement benefit obligation related
to the Prescription Drug Act was $298 million and $230 million as of December
31, 2005 and 2004, respectively. For the year ended December 31, 2005, the
reduction of net periodic postretirement benefit cost was $45 million, which was
due to reductions in service cost of $6 million, interest cost of $16 million
and amortization of prior actuarial loss of $23 million. An additional $23
million reduction in the December 31, 2005 accumulated other postretirement
benefit obligation is the result of an actuarial loss recognized during the year
resulting from updated assumptions including a January 1, 2005 participant
census and new claims cost experience and the effect of a December 31, 2005
change in the discount rate.

ASSUMPTIONS

     Assumptions used in determining benefit obligations were as follows:



                                                                    DECEMBER 31,
                                                         -----------------------------------
                                                                                  OTHER
                                                                             POSTRETIREMENT
                                                         PENSION BENEFITS       BENEFITS
                                                         -----------------   ---------------
                                                          2005      2004      2005     2004
                                                         -------   -------   ------   ------
                                                                          
Weighted average discount rate.........................    5.82%     5.87%    5.82%    5.88%
Rate of compensation increase..........................  3% - 8%   3% - 8%     N/A      N/A


     Assumptions used in determining net periodic benefit cost were as follows:



                                                         DECEMBER 31,
                                 ------------------------------------------------------------
                                      PENSION BENEFITS         OTHER POSTRETIREMENT BENEFITS
                                 ---------------------------   ------------------------------
                                  2005      2004      2003       2005       2004       2003
                                 -------   -------   -------   --------   --------   --------
                                                                   
Weighted average discount
  rate.........................    5.83%     6.10%     6.74%    5.98%      6.20%      6.82%
Weighted average expected rate
  of return on plan assets.....    8.50%     8.50%     8.51%    7.51%      7.91%      7.79%
Rate of compensation
  increase.....................  3% - 8%   3% - 8%   3% - 8%      N/A        N/A        N/A


     The discount rate is based on the yield of a hypothetical portfolio of
high-quality debt instruments available on the valuation date, measured on a
yield to worst basis, which would provide the necessary future cash flows to pay
the aggregate projected benefit obligation when due. The expected rate of return
on plan assets is based on anticipated performance of the various asset sectors
in which the plan invests, weighted by target allocation percentages.
Anticipated future performance is based on long-term historical returns of the
plan assets by sector, adjusted for the Subsidiaries' long-term expectations on
the performance of the markets. While the precise expected return derived using
this approach will fluctuate from year to year, the Subsidiaries' policy is to
hold this long-term assumption constant as long as it remains within reasonable
tolerance from the derived rate. The weighted expected return on plan assets for
use in that plan's valuation in 2006 is currently anticipated to be 8.25% for
pension benefits and other postretirement medical benefits and 6.25% for other
postretirement life benefits.

                                       F-87

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The assumed health care cost trend rates used in measuring the accumulated
other postretirement benefit obligation were as follows:



                                                       DECEMBER 31,
                                     -------------------------------------------------
                                               2005                      2004
                                     ------------------------   ----------------------
                                                          
Pre-Medicare eligible claims.......  9.5% down to 5% in 2014    8% down to 5% in 2010
Medicare eligible claims...........  11.5% down to 5% in 2018   10% down to 5% in 2014


     Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:



                                                              ONE PERCENT   ONE PERCENT
                                                               INCREASE      DECREASE
                                                              -----------   -----------
                                                                    (IN MILLIONS)
                                                                      
Effect on total of service and interest cost components.....     $ 15          $ (12)
Effect of accumulated postretirement benefit obligation.....     $182          $(153)


  PLAN ASSETS

     The weighted average allocation of pension plan and other postretirement
benefit plan assets is as follows:



                                                                      DECEMBER 31,
                                                              -----------------------------
                                                                                 OTHER
                                                                PENSION     POSTRETIREMENT
                                                               BENEFITS        BENEFITS
                                                              -----------   ---------------
                                                              2005   2004    2005     2004
                                                              ----   ----   ------   ------
                                                                         
ASSET CATEGORY
Equity securities...........................................   47%    50%      42%      41%
Fixed maturities............................................   37%    36%      53%      57%
Other (Real Estate and Alternative Investments).............   16%    14%       5%       2%
                                                              ---    ---      ---      ---
  Total.....................................................  100%   100%     100%     100%
                                                              ===    ===      ===      ===


     The weighted average target allocation of pension plan and other
postretirement benefit plan assets for 2006 is as follows:



                                                                              OTHER
                                                               PENSION    POSTRETIREMENT
                                                              BENEFITS       BENEFITS
                                                              ---------   --------------
                                                                    
ASSET CATEGORY
Equity securities...........................................  30% - 65%     30% - 45%
Fixed maturities............................................  20% - 70%     45% - 70%
Other (Real Estate and Alternative Investments).............  0% - 25%       0% - 10%


     Target allocations of assets are determined with the objective of
maximizing returns and minimizing volatility of net assets through adequate
asset diversification. Adjustments are made to target allocations based on an
assessment of the impact of economic factors and market conditions.

     The account values of the group annuity and life insurance contracts issued
by the Subsidiaries and held as assets of the pension and postretirement benefit
plans, were $6,471 million and $6,335 million as of December 31, 2005 and 2004,
respectively. The majority of such account values are held in separate accounts
established by the Subsidiaries. Total revenue from these contracts recognized
in the consolidated statements of income was $28 million, $28 million and $90
million for the years ended December 31, 2005, 2004 and

                                       F-88

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2003, respectively, and includes policy charges, net investment income from
investments backing the contracts and administrative fees. Total investment
income, including realized and unrealized gains and losses, credited to the
account balances were $460 million, $519 million and $776 million for the years
ended December 31, 2005, 2004 and 2003, respectively. The terms of these
contracts are consistent in all material respects with what the Subsidiaries
offer to unaffiliated parties which are similarly situated.

  CASH FLOWS

     The Subsidiaries expect to contribute $187 million to its pension plans and
$128 million to its other postretirement benefit plans during 2006.

     Gross benefit payments for the next ten years, which reflect expected
future service as appropriate, are expected to be as follows:



                                                                             OTHER
                                                              PENSION    POSTRETIREMENT
                                                              BENEFITS      BENEFITS
                                                              --------   --------------
                                                                    (IN MILLIONS)
                                                                   
2006........................................................     $320         $128
2007........................................................     $325         $133
2008........................................................     $337         $138
2009........................................................     $351         $144
2010........................................................     $355         $150
2011-2015...................................................   $1,984         $833


     Gross subsidy payments expected to be received for the next ten years under
the Medicare Prescription Drug, Improvement and Modernization Act of 2003 are as
follows:



                                                                   OTHER
                                                               POSTRETIREMENT
                                                                  BENEFITS
                                                               --------------
                                                               (IN MILLIONS)
                                                            
2006........................................................        $11
2007........................................................        $12
2008........................................................        $13
2009........................................................        $13
2010........................................................        $14
2011-2015...................................................        $83


  SAVINGS AND INVESTMENT PLANS

     The Subsidiaries sponsor savings and investment plans for substantially all
employees under which a portion of employee contributions are matched. The
Subsidiaries contributed $71 million, $64 million and $59 million for the years
ended December 31, 2005, 2004 and 2003, respectively.

14.  EQUITY

  PREFERRED STOCK

     On September 29, 1999, the Holding Company adopted a stockholder rights
plan (the "rights plan") under which each outstanding share of common stock
issued between April 4, 2000 and the distribution date (as defined in the rights
plan) will be coupled with a stockholder right. Each right will entitle the
holder to purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock. Each one one-

                                       F-89

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

hundredth of a share of Series A Junior Participating Preferred Stock will have
economic and voting terms equivalent to one share of common stock. Until it is
exercised, the right itself will not entitle the holder thereof to any rights as
a stockholder, including the right to receive dividends or to vote at
stockholder meetings.

     Stockholder rights are not exercisable until the distribution date, and
will expire at the close of business on April 4, 2010, unless earlier redeemed
or exchanged by the Holding Company. The rights plan is designed to protect
stockholders in the event of unsolicited offers to acquire the Holding Company
and other coercive takeover tactics.

     In connection with financing the acquisition of Travelers on July 1, 2005,
which is more fully described in Note 2, the Company issued preferred shares as
follows:

     On June 13, 2005, the Holding Company issued 24 million shares of Floating
Rate Non-Cumulative Preferred Stock, Series A (the "Series A preferred shares")
with a $0.01 par value per share, and a liquidation preference of $25 per share
for aggregate proceeds of $600 million.

     On June 16, 2005, the Holding Company issued 60 million shares of 6.50%
Non-Cumulative Preferred Stock, Series B (the "Series B preferred shares"), with
a $0.01 par value per share, and a liquidation preference of $25 per share, for
aggregate proceeds of $1.5 billion.

     The Series A and Series B preferred shares (the "Preferred Shares") rank
senior to the common stock with respect to dividends and liquidation rights.
Dividends on the Preferred Shares are not cumulative. Holders of the Preferred
Shares will be entitled to receive dividend payments only when, as and if
declared by the Holding Company's board of directors or a duly authorized
committee of the board. If dividends are declared on the Series A preferred
shares, they will be payable quarterly, in arrears, at an annual rate of the
greater of (i) 1.00% above three-month LIBOR on the related LIBOR determination
date; or (ii) 4.00%. Any dividends declared on the Series B preferred shares
will be payable quarterly, in arrears, at an annual fixed rate of 6.50%.
Accordingly, in the event that dividends are not declared on the Preferred
Shares for payment on any dividend payment date, then those dividends will cease
to accrue and be payable. If a dividend is not declared before the dividend
payment date, the Holding Company has no obligation to pay dividends accrued for
that dividend period whether or not dividends are declared and paid in future
periods. No dividends may, however, be paid or declared on the Holding Company's
common stock -- or any other securities ranking junior to the Preferred
Shares -- unless the full dividends for the latest completed dividend period on
all Preferred Shares, and any parity stock, have been declared and paid or
provided for.

     The Holding Company is prohibited from declaring dividends on the Preferred
Shares if it fails to meet specified capital adequacy, net income and
shareholders' equity levels. In addition, under Federal Reserve Board policy,
the Holding Company may not be able to pay dividends if it does not earn
sufficient operating income.

     The Preferred Shares do not have voting rights except in certain
circumstances where the dividends have not been paid for an equivalent of six or
more dividend payment periods whether or not those periods are consecutive.
Under such circumstances, the holders of the Preferred Shares have certain
voting rights with respect to members of the board of directors of the Holding
Company.

     The Preferred Shares are not subject to any mandatory redemption, sinking
fund, retirement fund, purchase fund or similar provisions. The Preferred Shares
are redeemable but not prior to September 15, 2010. On and after that date,
subject to regulatory approval, the Preferred Shares will be redeemable at the
Holding Company's option in whole or in part, at a redemption price of $25 per
Preferred Share, plus declared and unpaid dividends.

     In connection with the offering of the Preferred Shares, the Holding
Company incurred approximately $56.8 million of issuance costs which have been
recorded as a reduction of additional paid-in capital.

                                       F-90

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     On November 15, 2005, the Holding Company's board of directors declared
dividends of $0.3077569 per share, for a total of $8 million, on the Series A
preferred shares, and $0.4062500 per share, for a total of $24 million, on the
Series B preferred shares. Both dividends were paid on December 15, 2005 to
shareholders of record as of November 30, 2005.

     On August 22, 2005, the Holding Company's board of directors declared
dividends of $0.286569 per share, for a total of $7 million, on the Series A
preferred shares, and $0.4017361 per share, for a total of $24 million, on the
Series B preferred shares. Both dividends were paid on September 15, 2005 to
shareholders of record as of August 31, 2005.

     See Note 21 for further information.

  COMMON STOCK

     On October 26, 2004, the Holding Company's board of directors authorized a
$1 billion common stock repurchase program. Under this authorization, the
Holding Company may purchase its common stock from the MetLife Policyholder
Trust, in the open market and in privately negotiated transactions. As a result
of the acquisition of Travelers (see Note 2), the Holding Company has suspended
its common stock repurchase activity. Future common stock repurchases will be
dependent upon several factors, including the Company's capital position, its
financial strength and credit ratings, general market conditions and the price
of the Holding Company's common stock.

     On December 16, 2004, the Holding Company repurchased 7,281,553 shares of
its outstanding common stock at an aggregate cost of $300 million under an
accelerated common stock repurchase agreement with a major bank. The bank
borrowed the stock sold to the Holding Company from third parties and purchased
the common stock in the open market to return to such third parties. In April
2005, the Holding Company received a cash adjustment of approximately $7 million
based on the actual amount paid by the bank to purchase the common stock, for a
final purchase price of approximately $293 million. The Holding Company recorded
the shares initially repurchased as treasury stock and recorded the amount
received as an adjustment to the cost of the treasury stock.

     See Note 9 regarding stock purchase contracts issued by the Company on June
21, 2005 in connection with the issuance of the common equity units.

     The Company did not acquire any shares of the Holding Company's common
stock during the year ended December 31, 2005. The Company acquired 26,373,952
and 2,997,200 shares of the Holding Company's common stock for $1,000 million
and $97 million during the years ended December 31, 2004 and 2003, respectively.
During the years ended December 31, 2005, 2004 and 2003, 25,049,065, 1,675,814
and 59,904,925 shares of common stock were issued from treasury stock for $819
million, $50 million and $1,667 million, respectively, of which 22,436,617
shares for approximately $1 billion were issued in connection with the
acquisition of Travelers on July 1, 2005 (see Note 2) and 59,771,221 shares were
issued on May 15, 2003 in connection with the settlement of common stock
purchase contracts (see Note 10) for $1,006 million in cash. At December 31,
2005, the Holding Company had approximately $716 million remaining on the
October 26, 2004 common stock repurchase program.

     On October 25, 2005, the Holding Company's board of directors approved an
annual dividend for 2005 of $0.52 per share of common stock, for a total of $394
million, payable on December 15, 2005 to common shareholders of record on
November 7, 2005. On September 28, 2004, the Holding Company's board of
directors approved an annual dividend for 2004 of $0.46 per share of common
stock, for a total of $343 million, payable on December 13, 2004 to shareholders
of record on November 5, 2004. On October 21, 2003, the Holding Company's board
of directors approved an annual dividend for 2003 of $0.23 per share of common
stock, for a total of $175 million, payable on December 15, 2003 to shareholders
of record on November 7, 2003.

                                       F-91

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  DIVIDEND RESTRICTIONS

     Under New York State Insurance Law, Metropolitan Life is permitted, without
prior insurance regulatory clearance, to pay stockholder dividends to the
Holding Company as long as the aggregate amount of all such dividends in any
calendar year does not exceed the lesser of (i) 10% of its surplus to
policyholders as of the immediately preceding calendar year; or (ii) its
statutory net gain from operations for the immediately preceding calendar year
(excluding realized capital gains). Metropolitan Life will be permitted to pay a
cash dividend to the Holding Company in excess of the lesser of such two amounts
only if it files notice of its intention to declare such a dividend and the
amount thereof with the New York Superintendent of Insurance (the
"Superintendent") and the Superintendent does not disapprove the distribution
within 30 days of its filing. Under New York State Insurance Law, the
Superintendent has broad discretion in determining whether the financial
condition of a stock life insurance company would support the payment of such
dividends to its shareholders. The New York State Department of Insurance has
established informal guidelines for such determinations. The guidelines, among
other things, focus on the insurer's overall financial condition and
profitability under statutory accounting practices. During the years ended
December 31, 2005, 2004 and 2003, Metropolitan Life paid to the Holding Company
$880 million, $797 million and $698 million, respectively, in ordinary
dividends, the maximum amount which could be paid to the Holding Company without
prior regulatory approval, and an additional $2,320 million, $0 million and $750
million, respectively, in special dividends, as approved by the Superintendent.
The maximum amount of the dividend which Metropolitan Life may pay to the
Holding Company in 2006 without prior regulatory approval is $863 million.

     Under Connecticut State Insurance Law, TIC is permitted, without prior
insurance regulatory clearance, to pay shareholder dividends to its parent as
long as the amount of such dividend, when aggregated with all other dividends in
the preceding twelve months, does not exceed the greater of (i) 10% of its
surplus to policyholders as of the immediately preceding calendar year; or (ii)
its statutory net gain from operations for the immediately preceding calendar
year. TIC will be permitted to pay a cash dividend in excess of the greater of
such two amounts only if it files notice of its declaration of such a dividend
and the amount thereof with the Connecticut Commissioner of Insurance
("Commissioner") and the Commissioner does not disapprove the payment within 30
days after notice or until the Commissioner has approved the dividend, whichever
is sooner. In addition, any dividend that exceeds earned surplus (unassigned
funds, reduced by 25% of unrealized appreciation in value or revaluation of
assets or unrealized profits on investments) as of the last filed annual
statutory statement requires insurance regulatory approval. Under Connecticut
State Insurance Law, the Commissioner has broad discretion in determining
whether the financial condition of a stock life insurance company would support
the payment of such dividends to its shareholders. The Connecticut State
Insurance Law requires prior approval for any dividends for a period of two
years following a change in control. As a result of the acquisition of TIC by
the Holding Company, under Connecticut State Insurance Law all dividend payments
by TIC through June 30, 2007 require prior approval of the Commissioner. TIC has
not paid any dividends since its acquisition by the Holding Company.

     Under Rhode Island State Insurance Law, MPC is permitted, without prior
insurance regulatory clearance, to pay a stockholder dividend to the Holding
Company as long as the aggregate amount of all such dividends in any
twelve-month period does not exceed the lesser of (i) 10% of its surplus to
policyholders as of the immediately preceding calendar year; or (ii) net income,
not including capital gains, for the immediately preceding calendar year. MPC
will be permitted to pay a cash dividend to the Holding Company in excess of the
lesser of such two amounts only if it files notice of its intention to declare
such a dividend and the amount thereof with the Rhode Island Superintendent of
Insurance (the "Rhode Island Superintendent") and the Rhode Island
Superintendent does not disapprove the distribution within 30 days of its
filing. Under Rhode Island State Insurance Code, the Rhode Island Superintendent
has broad discretion in determining whether the financial condition of a stock
property and casualty insurance company would support the payment of such
dividends to its shareholders. During the years ended December 31, 2005, 2004
and 2003, MPC paid to the Holding Company $0 million, $0 million and $75
million, respectively, in ordinary dividends, the maximum

                                       F-92

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amount which could be paid to the Holding Company without prior regulatory
approval and an additional $400 million, $300 million and $0 million,
respectively, in special dividends, as approved by the Rhode Island
Superintendent. The maximum amount of the dividend which MPC may pay to the
Holding Company in 2006 without prior regulatory approval is $178 million for
dividends with a scheduled date of payment subsequent to June 1, 2006. Any
dividend payment prior to June 1, 2006 will require prior regulatory approval.

     Under Delaware State Insurance Law, Metropolitan Tower Life Insurance
Company ("MTL") is permitted, without prior insurance regulatory clearance, to
pay a stockholder dividend to the Holding Company as long as the amount of the
dividend when aggregated with all other dividends in the preceding 12 months
does not exceed the greater of (i) 10% of its surplus to policyholders as of the
immediately preceding calendar year; or (ii) its statutory net gain from
operations for the immediately preceding calendar year (excluding capital
gains). MTL will be permitted to pay a cash dividend to the Holding Company in
excess of the greater of such two amounts only if it files notice of the
declaration of such a dividend and the amount thereof with the Delaware
Superintendent of Insurance (the "Delaware Superintendent") and the Delaware
Superintendent does not disapprove the distribution within 30 days of its
filing. In addition, any dividend that exceeds earned surplus (defined as
unassigned funds) as of the immediately preceding calendar year requires
insurance regulatory approval. Under Delaware State Insurance Law, the Delaware
Superintendent has broad discretion in determining whether the financial
condition of a stock life insurance company would support the payment of such
dividends to its shareholders. During the year ended December 31, 2005, MTL paid
to the Holding Company $54 million in ordinary dividends, the maximum amount
which could be paid to the Holding Company as of the date of the dividend
without prior regulatory approval, and an additional $873 million in special
dividends, as approved by the Delaware Superintendent. On October 8, 2004,
Metropolitan Insurance and Annuity Company ("MIAC") was merged into MTL. Prior
to the merger, MIAC paid the Holding Company $65 million in dividends for which
prior insurance regulatory clearance was not required and paid no special
dividends for the year ended December 31, 2004. For the year ended December 31,
2003, MIAC paid to the Holding Company $104 million in dividends for which prior
insurance regulatory clearance was not required and $94 million in special
dividends. MTL, exclusive of MIAC, paid no dividends to the Holding Company
during the years ended December 31, 2004 and 2003. The maximum amount of
dividends that may be paid to the Holding Company from MTL in 2006, without
prior regulatory approval, is $85 million, for dividends with a scheduled date
of payment subsequent to May 25, 2006.

  STOCK COMPENSATION PLANS

     The MetLife, Inc. 2000 Stock Incentive Plan, as amended (the "Stock
Incentive Plan"), authorized the granting of awards in the form of non-qualified
or incentive stock options qualifying under Section 422A of the Internal Revenue
Code. The MetLife, Inc. 2000 Directors Stock Plan, as amended (the "Directors
Stock Plan"), authorized the granting of awards in the form of stock awards,
non-qualified stock options, or a combination of the foregoing to outside
Directors of the Holding Company. Under the MetLife, Inc. 2005 Stock and
Incentive Compensation Plan, as amended (the "2005 Stock Plan"), awards granted
may be in the form of non-qualified stock options or incentive stock options
qualifying under Section 422A of the Internal Revenue Code, Stock Appreciation
Rights, Restricted Stock or Restricted Stock Units, Performance Shares or
Performance Share Units, Cash-Based Awards, and Stock-Based Awards (each as
defined in the 2005 Stock Plan). Under the MetLife, Inc. 2005 Non-Management
Director Stock Compensation Plan (the "2005 Directors Stock Plan"), awards
granted may be in the form of non-qualified stock options, Stock Appreciation
Rights, Restricted Stock or Restricted Stock Units, or Stock-Based Awards (each
as defined in the 2005 Directors Stock Plan). The Stock Incentive Plan,
Directors Stock Plan, 2005 Stock Plan, the 2005 Directors Stock Plan and the
Long-Term Performance Compensation Plan ("LTPCP"), as described below, are
hereinafter collectively referred to as the "Incentive Plans."

     The aggregate number of shares reserved for issuance under the 2005 Stock
Plan is 68,000,000 plus those shares available but not utilized under the Stock
Incentive Plan and those shares utilized under the Stock
                                       F-93

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Incentive Plan that are recovered due to forfeiture of stock options. At the
commencement of the 2005 Stock Plan, additional shares carried forward from the
Stock Incentive Plan and available for issuance under the 2005 Stock Plan were
11,917,472. Each share issued under the 2005 Stock Plan in connection with a
stock option or Stock Appreciation Right reduces the number of shares remaining
for issuance under that plan by one, and each share issued under the 2005 Stock
Plan in connection with awards other than stock options or Stock Appreciation
Rights reduces the number of shares remaining for issuance under that plan by
1.179 shares. The number of shares reserved for issuance under the 2005
Directors Stock Plan is 2,000,000.

     All stock options granted have an exercise price equal to the fair market
value price of the Holding Company's common stock on the date of grant, and a
maximum term of ten years. Certain stock options granted under the Stock
Incentive Plan and the 2005 Stock Plan become exercisable over a three year
period commencing with the date of grant, while other stock options become
exercisable three years after the date of grant. Stock options issued under the
Directors Stock Plan are exercisable immediately. Exercise dates for stock
options issued under the 2005 Directors Stock Plan will be determined at the
time they are granted.

     A summary of the status of stock options issued pursuant to the Incentive
Plans is presented below:



                                                     WEIGHTED                       WEIGHTED
                                                     AVERAGE         OPTIONS        AVERAGE
                                      OPTIONS     EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
                                     ----------   --------------   -----------   --------------
                                                                     
Outstanding at January 1, 2003.....  16,259,630       $30.10        1,357,034        $30.01
Granted............................   5,634,439       $26.13               --        $   --
Exercised..........................     (20,054)      $30.02               --        $   --
Cancelled/Expired..................  (1,578,987)      $29.45               --        $   --
                                     ----------
Outstanding at December 31, 2003...  20,295,028       $29.05        4,566,265        $30.15
Granted............................   5,074,206       $35.28               --        $   --
Exercised..........................  (1,464,865)      $29.70               --        $   --
Cancelled/Expired..................    (642,268)      $30.27               --        $   --
                                     ----------
Outstanding at December 31, 2004...  23,262,101       $30.33       12,736,500        $29.57
Granted............................   4,318,325       $38.70               --        $   --
Exercised..........................  (2,464,190)      $29.68               --        $   --
Cancelled/Expired..................    (734,453)      $32.26               --        $   --
                                     ----------
Outstanding at December 31, 2005...  24,381,783       $31.83       15,375,005        $29.85
                                     ==========


     The following table summarizes additional information about stock options
outstanding at December 31, 2005:



                                                 WEIGHTED
                                                  AVERAGE
                                   NUMBER        REMAINING    WEIGHTED       NUMBER       WEIGHTED
                               OUTSTANDING AT   CONTRACTUAL   AVERAGE    EXERCISABLE AT   AVERAGE
                                DECEMBER 31,       LIFE       EXERCISE    DECEMBER 31,    EXERCISE
RANGE OF EXERCISE PRICES            2005          (YEARS)      PRICE          2005         PRICE
- ------------------------       --------------   -----------   --------   --------------   --------
                                                                           
$26.00 -- $31.23.............    15,515,008        5.93        $28.94      13,850,856      $29.26
$31.24 -- $37.33.............     4,629,250        8.12        $35.22       1,512,148      $35.19
$37.34 -- $43.43.............     4,140,325        9.23        $38.41          12,001      $38.00
$43.44 -- $49.53.............        87,100        9.63        $48.15              --      $   --
$49.54 -- $50.38.............        10,100        9.87        $50.35              --      $   --
                                 ----------                                ----------
                                 24,381,783                                15,375,005      $29.85
                                 ==========                                ==========


                                       F-94

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Effective January 1, 2003, the Company elected to prospectively apply the
fair value method of accounting for stock options granted by the Company
subsequent to December 31, 2002. As permitted under SFAS 148, stock options
granted prior to January 1, 2003 will continue to be accounted for under APB 25.
Had compensation expense for grants awarded prior to January 1, 2003 been
determined based on fair value at the date of grant in accordance with SFAS 123,
the Company's earnings and earnings per common share amounts would have been
reduced to the following pro forma amounts:



                                                                YEARS ENDED DECEMBER 31,
                                                             ------------------------------
                                                               2005       2004       2003
                                                             --------   --------   --------
                                                             (IN MILLIONS, EXCEPT PER SHARE
                                                                         DATA)
                                                                          
Net income.................................................   $4,714     $2,758     $2,217
Preferred stock dividend...................................       63         --         --
Charge for conversion of company-obligated mandatorily
  redeemable securities of a subsidiary trust(1)...........       --         --         21
                                                              ------     ------     ------
Net income available to common shareholders................   $4,651     $2,758     $2,196
                                                              ======     ======     ======
Add: Stock option-based employee compensation expense
  included in reported net income, net of income taxes.....   $   33     $   26     $   11
Deduct: Total stock option-based employee compensation
  determined under fair value based method for all awards,
  net of income taxes......................................   $  (35)    $  (44)    $  (40)
                                                              ------     ------     ------
Pro forma net income available to common shareholders(2)...   $4,649     $2,740     $2,167
                                                              ======     ======     ======
BASIC EARNINGS PER COMMON SHARE
As reported................................................   $ 6.21     $ 3.67     $ 2.97
                                                              ======     ======     ======
Pro forma(2)...............................................   $ 6.21     $ 3.65     $ 2.93
                                                              ======     ======     ======
DILUTED EARNINGS PER COMMON SHARE
As reported................................................   $ 6.16     $ 3.65     $ 2.94
                                                              ======     ======     ======
Pro forma(2)...............................................   $ 6.15     $ 3.63     $ 2.90
                                                              ======     ======     ======


- ---------------

(1) See Note 10 for a discussion of this charge included in the calculation of
    net income available to common shareholders.

(2) The pro forma earnings disclosures are not necessarily representative of the
    effects on net income and earnings per share in future years.

     Prior to January 1, 2005, the Black-Scholes model was used to determine the
fair value of options granted as recognized in the financial statements or as
reported in the pro forma disclosure above. The fair value of stock options
issued on or after January 1, 2005 was estimated on the date of grant using a
binomial lattice model. The Company made this change because lattice models
produce more accurate option values due to the ability to incorporate
assumptions about employee exercise behavior resulting from changes in the price
of the underlying shares. In addition, lattice models allow for changes in
critical assumptions over the life of the option in comparison to closed-form
models like Black-Scholes, which require single-value assumptions at the time of
grant.

     The expected volatility used in the binomial lattice model is based on an
analysis of historical prices of the Company's common stock and options on the
Company's shares traded on the open market. The Company used a weighted-average
of the implied volatility for traded call options with the longest remaining

                                       F-95

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maturity nearest to the money as of each valuation date and the historical
volatility, calculated using monthly share prices. The Company chose a monthly
measurement interval for historical volatility as it believes this better
depicts the nature of employee option exercise decisions being based on
longer-term trends in the price of the Company's shares rather than on daily
price movements.

     The risk-free rate is based on observed interest rates for instruments with
maturities similar to the expected term of the employee stock options. The
Black-Scholes model requires a single spot rate, therefore the weighted-average
of these rates for all grants in the year indicated is presented in the table
below. The binomial lattice model allows for the use of different rates for
different years. The table below presents the range of imputed forward rates for
U.S. Treasury Strips that was input over the contractual term of the options.

     Dividend yield is determined based on historical dividend distributions
compared to the price of the underlying shares as of the valuation date,
adjusted for any expected future changes in the dividend rate. For options
valued using the binomial lattice model during the year ended December 31, 2005,
the dividend yield as of the measurement date was held constant throughout the
life of the option.

     Use of the Black-Scholes model requires an input of the expected life of
the options, or the average number of years before options will be exercised or
expired. The Company estimated expected life using the historical average years
to exercise or cancellation and average remaining years outstanding for vested
options. Alternatively, the binomial model used by the Company incorporates the
contractual term of the options and then considers expected exercise behavior
and a post-vesting termination rate, or the rate at which vested options are
exercised or expire prematurely due to termination of employment, to derive an
expected life. Exercise behavior in the Company's binomial lattice model is
expressed using an exercise multiple, which reflects the ratio of exercise price
to the strike price of options granted at which employees are expected to
exercise. The exercise multiple is derived from actual historical exercise
activity.

     The following weighted-average assumptions, with the exception of risk-free
rates used in 2005 which are expressed as a range, were used in the applicable
option-pricing model to determine the fair value of stock options issued for
the:



                                                            YEARS ENDED DECEMBER 31,
                                                          ----------------------------
                                                              2005       2004    2003
                                                          ------------   -----   -----
                                                                        
Dividend yield..........................................          1.20%   0.70%   0.68%
Risk-free rate of return................................  3.33% - 4.70%   3.69%   5.07%
Expected volatility.....................................         23.23%  34.85%  37.39%
Expected life (years)...................................             6       6       6
Exercise multiple.......................................          1.48%    N/A     N/A
Post-vesting termination rate...........................          5.19%    N/A     N/A
Contractual term (years)................................            10     N/A     N/A




                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             ------   ------   ------
                                                                      
Weighted average fair value of options granted.............  $10.09   $13.25   $10.41
                                                             ======   ======   ======


     The Company also awards long-term stock-based compensation to certain
members of management. Under the LTPCP, awards are payable in their entirety at
the end of a three-year performance period. Each participant was assigned a
target compensation amount at the inception of the performance period with the
final compensation amount determined based on the total shareholder return on
the Holding Company's stock over the three-year performance period, subject to
limited further adjustment approved by the Holding Company's Board of Directors.
Final awards may be paid in whole or in part with shares of the Holding

                                       F-96

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company's stock, as approved by the Holding Company's Board of Directors.
Beginning in 2005, no further LTPCP target compensation amounts were set.
Instead, certain members of management were awarded Performance Shares under the
2005 Stock Plan. Participants are awarded an initial target number of
Performance Shares with the final number of Performance Shares payable being
determined by the product of the initial target multiplied by a factor of 0.0 to
2.0. The factor applied is based on measurements of the Holding Company's
performance with respect to (i) change in annual net operating earnings per
share; and (ii) proportionate total shareholder return, as defined, with
reference to the three-year performance period relative to other companies in
the Standard and Poor's Insurance Index with reference to the same three-year
period. Performance Share awards will normally vest in their entirety at the end
of the three-year performance period (subject to certain contingencies) and will
be payable entirely in shares of the Holding Company's stock. On April 15, 2005,
the Company granted 1,036,950 Performance Shares for which the total fair value
on the date of grant was approximately $40 million. For the years ended December
31, 2005, 2004 and 2003, compensation expense related to the LTPCP and
Performance Shares was $70 million, $49 million, and $45 million, respectively.

     For the years ended December 31, 2005, 2004 and 2003, the aggregate
stock-based compensation expense related to the Incentive Plans was $120
million, $89 million and $63 million, respectively, including stock-based
compensation for non-employees of $235 thousand, $468 thousand and $550
thousand, respectively.

  STATUTORY EQUITY AND INCOME

     Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the National Association of
Insurance Commissioners ("NAIC"). The formulas for determining the amount of
risk-based capital specify various weighting factors that are applied to
financial balances or various levels of activity based on the perceived degree
of risk. Regulatory compliance is determined by a ratio of total adjusted
capital, as defined by the NAIC, to authorized control level risk-based capital,
as defined by the NAIC. Companies below specific trigger points or ratios are
classified within certain levels, each of which requires specified corrective
action. Each of the Holding Company's U.S. insurance subsidiaries exceeded the
minimum risk-based capital requirements for all periods presented herein.

     The NAIC adopted the Codification of Statutory Accounting Principles
("Codification") in 2001. Codification was intended to standardize regulatory
accounting and reporting to state insurance departments. However, statutory
accounting principles continue to be established by individual state laws and
permitted practices. The New York State Department of Insurance has adopted
Codification with certain modifications for the preparation of statutory
financial statements of insurance companies domiciled in New York. Modifications
by the various state insurance departments may impact the effect of Codification
on the statutory capital and surplus of the Holding Company's insurance
subsidiaries.

     Statutory accounting practices differ from GAAP primarily by charging
policy acquisition costs to expense as incurred, establishing future policy
benefit liabilities using different actuarial assumptions, reporting surplus
notes as surplus instead of debt and valuing securities on a different basis.

     Statutory net income of Metropolitan Life, a New York domiciled insurer,
was $2,155 million, $2,648 million and $2,169 million for the years ended
December 31, 2005, 2004 and 2003, respectively. Statutory capital and surplus,
as filed with the New York State Department of Insurance, was $8,639 million and
$8,804 million at December 31, 2005 and 2004, respectively.

     Statutory net income of TIC, a Connecticut domiciled insurer, from the date
of purchase was $470 million for the six month period ended December 31, 2005.
Statutory capital and surplus, as filed with the Connecticut Insurance
Department, was $4,081 million at December 31, 2005.

                                       F-97

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Statutory net income of MPC, a Rhode Island domiciled insurer, was $289
million, $356 million and $329 million for the years ended December 31, 2005,
2004 and 2003, respectively. Statutory capital and surplus, as filed with the
Insurance Department of Rhode Island, was $1,783 million and $1,875 million at
December 31, 2005 and 2004, respectively.

     Statutory net income of MTL (including MIAC), which was merged into MTL in
2004, as filed with the Delaware Insurance Department, was $353 and $144 million
for the years ended December 31, 2005 and 2004, respectively. Statutory net
income of MIAC, as filed with the Delaware Insurance Department, was $341
million for the year ended December 31, 2003. Statutory capital and surplus of
MTL, as filed, which includes MIAC, was $690 million and $1,195 million as of
December 31, 2005 and 2004, respectively.

  OTHER COMPREHENSIVE INCOME

     The following table sets forth the reclassification adjustments required
for the years ended December 31, 2005, 2004 and 2003 in other comprehensive
income (loss) that are included as part of net income for the current year that
have been reported as a part of other comprehensive income (loss) in the current
or prior year:



                                                             YEARS ENDED DECEMBER 31,
                                                             ------------------------
                                                              2005     2004     2003
                                                             -------   -----   ------
                                                                  (IN MILLIONS)
                                                                      
Holding gains (losses) on investments arising during the
  year.....................................................  $(3,329)  $ 513   $1,528
Income tax effect of holding (losses) gains................    1,253      74     (575)
Reclassification adjustments:
  Recognized holding (gains) losses included in current
     year income...........................................      156    (218)     351
  Amortization of premiums and accretion of discounts
     associated with investments...........................     (199)    (94)    (168)
  Income tax effect........................................       16     (45)     (68)
Allocation of holding gains (losses) on investments
  relating to other policyholder amounts...................    1,670    (182)    (606)
Income tax effect of allocation of holding gains (losses)
  to other policyholder amounts............................     (629)    (26)     228
Unrealized investment gains of subsidiary at date of
  sale.....................................................       15      --       --
Deferred income taxes on unrealized investment gains of
  subsidiary at date of sale...............................       (5)     --       --
                                                             -------   -----   ------
Net unrealized investment gains (losses)...................   (1,052)     22      690
                                                             -------   -----   ------
Foreign currency translation adjustments arising during the
  year.....................................................      (86)    144      177
Reclassification adjustment for sale of investment in
  foreign operation........................................        5      --       --
                                                             -------   -----   ------
Foreign currency translation adjustment....................      (81)    144      177
Minimum pension liability adjustment.......................       89      (2)     (82)
                                                             -------   -----   ------
Other comprehensive income (losses)........................  $(1,044)  $ 164   $  785
                                                             =======   =====   ======


                                       F-98

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15.  OTHER EXPENSES

     Other expenses were comprised of the following:



                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2005      2004      2003
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
Compensation............................................  $ 3,163   $ 2,874   $ 2,707
Commissions.............................................    3,266     2,876     2,473
Interest and debt issue costs...........................      659       408       478
Amortization of DAC and VOBA............................    2,451     1,908     1,820
Capitalization of DAC...................................   (3,604)   (3,101)   (2,792)
Rent, net of sublease income............................      296       264       254
Minority interest.......................................      154       152       110
Other...................................................    2,882     2,432     2,118
                                                          -------   -------   -------
  Total other expenses..................................  $ 9,267   $ 7,813   $ 7,168
                                                          =======   =======   =======


                                       F-99

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16.  EARNINGS PER COMMON SHARE

     The following presents the weighted average shares used in calculating
basic earnings per common share and those used in calculating diluted earnings
per common share for each income category presented below:



                                                         YEARS ENDED DECEMBER 31,
                                             ------------------------------------------------
                                                  2005             2004             2003
                                             --------------   --------------   --------------
                                              (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
                                                                      
Weighted average common stock outstanding
  for basic earnings per common share......    749,022,816      750,924,982      738,597,047
Incremental shares from assumed:
  Conversion of forward purchase
     contracts.............................             --               --        8,293,269
  Exercise of stock options................      6,139,695        4,053,813           68,111
  Issuance under LTPCP.....................        173,845               --               --
                                              ------------     ------------     ------------
Weighted average common stock outstanding
  for diluted earnings per common share....    755,336,356      754,978,795      746,958,427
                                              ============     ============     ============
INCOME FROM CONTINUING OPERATIONS..........   $      3,139     $      2,637     $      1,829
CHARGE FOR CONVERSION OF COMPANY-OBLIGATED
  MANDATORILY REDEEMABLE SECURITIES OF A
  SUBSIDIARY TRUST(1)......................             --               --               21
                                              ------------     ------------     ------------
INCOME FROM CONTINUING OPERATIONS PER
  COMMON SHARE.............................   $      3,139     $      2,637     $      1,808
                                              ============     ============     ============
  Basic....................................   $       4.19     $       3.51     $       2.45
                                              ============     ============     ============
  Diluted..................................   $       4.16     $       3.49     $       2.42
                                              ============     ============     ============
INCOME FROM DISCONTINUED OPERATIONS, NET OF
  INCOME TAXES, PER COMMON SHARE...........   $      1,575     $        207     $        414
                                              ============     ============     ============
  Basic....................................   $       2.10     $       0.28     $       0.56
                                              ============     ============     ============
  Diluted..................................   $       2.09     $       0.27     $       0.55
                                              ============     ============     ============
CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING, NET OF INCOME TAXES, PER
  COMMON SHARE.............................   $         --     $        (86)    $        (26)
                                              ============     ============     ============
  Basic....................................             --     $      (0.11)    $      (0.04)
                                              ============     ============     ============
  Diluted..................................   $         --     $      (0.11)    $      (0.03)
                                              ============     ============     ============
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
  PER COMMON SHARE.........................   $      4,651     $      2,758     $      2,196
                                              ============     ============     ============
  Basic....................................   $       6.21     $       3.67     $       2.97
                                              ============     ============     ============
  Diluted..................................   $       6.16     $       3.65     $       2.94
                                              ============     ============     ============


- ---------------

(1) See Note 10 for a discussion of this charge included in the calculation of
    net income available to common shareholders.

                                      F-100

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

17.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The unaudited quarterly results of operations for 2005 and 2004 are
summarized in the table below:



                                                                      THREE MONTHS ENDED
                                                      ---------------------------------------------------
                                                      MARCH 31,   JUNE 30,   SEPTEMBER 30,   DECEMBER 31,
                                                      ---------   --------   -------------   ------------
                                                             (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                                 
2005
Total revenues......................................   $10,257    $10,961       $12,012        $11,546
Total expenses......................................   $ 9,107    $ 9,500       $11,027        $10,743
Income from continuing operations...................   $   800    $ 1,008       $   739        $   592
Income from discontinued operations, net of income
  taxes.............................................   $   187    $ 1,237       $    34        $   117
Income before cumulative effect of a change in
  accounting, net of income taxes...................   $   987    $ 2,245       $   773        $   709
Net income available to common shareholders.........   $   987    $ 2,245       $   773        $   709
Basic earnings per share:
  Income from continuing operations, per common
    share...........................................   $  1.09    $  1.37       $  0.97        $  0.78
  Income from discontinued operations, net of income
    taxes, per common share.........................   $  0.25    $  1.68       $  0.04        $  0.15
  Income before cumulative effect of a change in
    accounting, net of income taxes, per common
    share...........................................   $  1.34    $  3.05       $  1.02        $  0.93
  Net income available to common shareholders, per
    common share....................................   $  1.34    $  3.05       $  0.98        $  0.89
Diluted earnings per share:
  Income from continuing operations, per common
    share...........................................   $  1.08    $  1.36       $  0.96        $  0.77
  Income from discontinued operations, net of income
    taxes, per common share.........................   $  0.25    $  1.66       $  0.04        $  0.15
  Income before cumulative effect of a change in
    accounting, net of income taxes, per common
    share...........................................   $  1.33    $  3.02       $  1.01        $  0.92
  Net income available to common shareholders, per
    common share....................................   $  1.33    $  3.02       $  0.97        $  0.88
2004
Total revenues......................................   $ 9,415    $ 9,467       $ 9,972        $ 9,950
Total expenses......................................   $ 8,487    $ 8,402       $ 9,003        $ 9,246
Income from continuing operations...................   $   638    $   828       $   679        $   492
Income from discontinued operations, net of income
  taxes.............................................   $    46    $   126       $    16        $    19
Income before cumulative effect of a change in
  accounting, net of income taxes...................   $   684    $   954       $   695        $   511
Net income available to common shareholders.........   $   598    $   954       $   695        $   511
Basic earnings per share:
  Income from continuing operations, per common
    share...........................................   $  0.84    $  1.10       $  0.91        $  0.66
  Income from discontinued operations, net of income
    taxes, per common share.........................   $  0.06    $  0.17       $  0.02        $  0.03
  Income before cumulative effect of a change in
    accounting, net of income taxes, per common
    share...........................................   $  0.90    $  1.26       $  0.93        $  0.69
  Net income available to common shareholders, per
    common share....................................   $  0.79    $  1.26       $  0.93        $  0.69


                                      F-101

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                                      THREE MONTHS ENDED
                                                      ---------------------------------------------------
                                                      MARCH 31,   JUNE 30,   SEPTEMBER 30,   DECEMBER 31,
                                                      ---------   --------   -------------   ------------
                                                             (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                                 
Diluted earnings per share:
  Income from continuing operations, per common
    share...........................................   $  0.84    $  1.09       $  0.90        $  0.66
  Income from discontinued operations, net of income
    taxes, per common share.........................   $  0.06    $  0.17       $  0.02        $  0.03
  Income before cumulative effect of a change in
    accounting, net of income taxes, per common
    share...........................................   $  0.90    $  1.26       $  0.92        $  0.68
  Net income available to common shareholders, per
    common share....................................   $  0.79    $  1.26       $  0.92        $  0.68


18.  BUSINESS SEGMENT INFORMATION

     The Company provides insurance and financial services to customers in the
United States, Asia Pacific, Latin America, and Europe. The Company's business
is divided into five operating segments: Institutional, Individual, Auto & Home,
International and Reinsurance, as well as Corporate & Other. These segments are
managed separately because they either provide different products and services,
require different strategies or have different technology requirements.

     As a part of the Travelers acquisition, management realigned certain
products and services within several of the Company's segments to better conform
to the way it manages and assesses its business. Accordingly, all prior period
segment results have been adjusted to reflect such product reclassifications.
Also in connection with the Travelers acquisition, management has utilized its
economic capital model to evaluate the deployment of capital based upon the
unique and specific nature of the risks inherent in the Company's existing and
newly acquired businesses and has adjusted such allocations based upon this
model.

     Economic Capital is an internally developed risk capital model, the purpose
of which is to measure the risk in the business and to provide a basis upon
which capital is deployed. The Economic Capital model accounts for the unique
and specific nature of the risks inherent in Metlife's businesses. As a part of
the economic capital process a portion of net investment income is credited to
the segments based on the level of allocated equity.

     Institutional offers a broad range of group insurance and retirement &
savings products and services, including group life insurance, non-medical
health insurance, such as short and long-term disability, long-term care, and
dental insurance, and other insurance products and services. Individual offers a
wide variety of protection and asset accumulation products, including life
insurance, annuities and mutual funds. Auto & Home provides personal lines
property and casualty insurance, including private passenger automobile,
homeowners and personal excess liability insurance. International provides life
insurance, accident and health insurance, annuities and retirement & savings
products to both individuals and groups. Through the Company's majority-owned
subsidiary, RGA, Reinsurance provides reinsurance of life and annuity policies
in North America and various international markets. Additionally, reinsurance of
critical illness policies is provided in select international markets.

     Corporate & Other contains the excess capital not allocated to the business
segments, various start-up entities, including MetLife Bank and run-off
entities, as well as interest expense related to the majority of the Company's
outstanding debt and expenses associated with certain legal proceedings and
income tax audit issues. Corporate & Other also includes the elimination of all
intersegment amounts, which generally relate to intersegment loans, which bear
interest rates commensurate with related borrowings, as well as intersegment
transactions. Additionally, the Company's asset management business, including
amounts reported as discontinued operations, is included in the results of
operations for Corporate & Other. See Note 19 for disclosures regarding
discontinued operations, including real estate.

                                      F-102

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Set forth in the tables below is certain financial information with respect
to the Company's segments, as well as Corporate & Other, for the years ended
December 31, 2005, 2004 and 2003. The accounting policies of the segments are
the same as those of the Company, except for the method of capital allocation
and the accounting for gains (losses) from intercompany sales, which are
eliminated in consolidation. The Company allocates capital to each segment based
upon the economic capital model that allows the Company to effectively manage
its capital. The Company evaluates the performance of each operating segment
based upon net income excluding net investment gains (losses), net of income
taxes, adjustments related to net investment gains (losses), net of income
taxes, the impact from the cumulative effect of changes in accounting, net of
income taxes and discontinued operations, other than discontinued real estate,
net of income taxes, less preferred stock dividends. Scheduled periodic
settlement payments on derivative instruments not qualifying for hedge
accounting are included in net investment gains (losses). The Company allocates
certain non-recurring items, such as expenses associated with certain legal
proceedings, to Corporate & Other.



FOR THE YEAR ENDED                                       AUTO &                                 CORPORATE &
DECEMBER 31, 2005           INSTITUTIONAL   INDIVIDUAL    HOME    INTERNATIONAL   REINSURANCE      OTHER       TOTAL
- ------------------          -------------   ----------   ------   -------------   -----------   -----------   --------
                                                                  (IN MILLIONS)
                                                                                         
Premiums..................    $ 11,387       $  4,502    $2,911      $ 2,186        $ 3,869       $     5     $ 24,860
Universal life and
  investment-type product
  policy fees.............         772          2,476        --          579             --             1        3,828
Net investment income.....       5,962          6,535       181          844            606           782       14,910
Other revenues............         653            477        33           20             58            30        1,271
Net investment gains
  (losses)................         (10)           (50)      (12)           5             22           (48)         (93)
Policyholder benefits and
  claims..................      12,776          5,420     1,994        2,128          3,206           (18)      25,506
Interest credited to
  policyholder account
  balances................       1,652          1,775        --          278            220            --        3,925
Policyholder dividends....           1          1,670         3            5             --            --        1,679
Other expenses............       2,229          3,272       828        1,000            991           947        9,267
Income (loss) from
  continuing operations
  before provision
  (benefit) for income
  taxes...................       2,106          1,803       288          223            138          (159)       4,399
Income from discontinued
  operations, net of
  income taxes............         162            295        --            5             --         1,113        1,575
Cumulative effect of a
  change in accounting,
  net of income taxes.....          --             --        --           --             --            --           --
Net income................       1,562          1,503       224          192             92         1,141        4,714
Total assets..............     176,401        228,325     5,397       18,624         16,049        36,849      481,645
DAC and VOBA..............       1,259         13,540       186        1,841          2,815            --       19,641
Goodwill..................         959          2,903       157          288             96           394        4,797
Separate account assets...      45,239         81,070        --        1,546             14            --      127,869
Policyholder
  liabilities.............     105,998        120,031     3,490       13,260         11,751         7,841      262,371
Separate account
  liabilities.............      45,239         81,070        --        1,546             14            --      127,869


                                      F-103

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



FOR THE YEAR ENDED                                       AUTO &                                 CORPORATE &
DECEMBER 31, 2004           INSTITUTIONAL   INDIVIDUAL    HOME    INTERNATIONAL   REINSURANCE      OTHER       TOTAL
- ------------------          -------------   ----------   ------   -------------   -----------   -----------   --------
                                                                  (IN MILLIONS)
                                                                                         
Premiums..................    $ 10,037       $  4,204    $2,948      $ 1,690        $ 3,348       $   (27)    $ 22,200
Universal life and
  investment-type product
  policy fees.............         711          1,805        --          349             --             2        2,867
Net investment income.....       4,582          6,031       171          585            538           457       12,364
Other revenues............         654            422        35           23             56             8        1,198
Net investment gains
  (losses)................         163             91        (9)          23             59          (152)         175
Policyholder benefits and
  claims..................      11,173          5,107     2,079        1,611          2,694            (2)      22,662
Interest credited to
  policyholder account
  balances................       1,016          1,618        --          151            212            --        2,997
Policyholder dividends....          --          1,657         2            6              1            --        1,666
Other expenses............       1,972          2,879       795          614            957           596        7,813
Income (loss) from
  continuing operations
  before provision
  (benefit) for income
  taxes...................       1,986          1,292       269          288            137          (306)       3,666
Income from discontinued
  operations, net of
  income taxes............          19             21        --           (9)            --           176          207
Cumulative effect of a
  change in accounting,
  net of income taxes.....         (60)            --        --          (30)            --             4          (86)
Net income................       1,267            885       208          163             91           144        2,758
Total assets..............     133,441        170,554     6,410       13,838         15,214        17,351      356,808
DAC and VOBA..............         997          9,297       185        1,278          2,567             3       14,327
Goodwill..................          64            200       157           92             96            24          633
Separate account assets...      40,462         45,384        --          923             14           (14)      86,769
Policyholder
  liabilities.............      72,967        100,332     3,180        8,001         10,464         1,848      196,792
Separate account
  liabilities.............      40,462         45,384        --          923             14           (14)      86,769


                                      F-104

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



FOR THE YEAR ENDED                                          AUTO &                                    CORPORATE &
DECEMBER 31, 2003             INSTITUTIONAL   INDIVIDUAL     HOME      INTERNATIONAL   REINSURANCE       OTHER         TOTAL
- ------------------            -------------   ----------   ---------   -------------   -----------   --------------   -------
                                                                       (IN MILLIONS)
                                                                                                 
Premiums....................     $ 9,063        $4,363      $2,908        $1,631         $2,648          $ (38)       $20,575
Universal life and
  investment-type product
  policy fees...............         660         1,564          --           271             --             --          2,495
Net investment income.......       4,146         6,069         158           500            431            168         11,472
Other revenues..............         618           380          33            80             47             41          1,199
Net investment gains
  (losses)..................        (289)         (311)        (15)            8             62             (6)          (551)
Policyholder benefits
  and claims................      10,023         5,048       2,139         1,456          2,109             36         20,811
Interest credited to
  policyholder..............                                                                                                .
  account balances..........         974         1,734          --           143            184             --          3,035
Policyholder dividends......          (1)        1,721           2             9             --             --          1,731
Other expenses..............       1,854         2,783         756           652            764            359          7,168
Income (loss) from
  continuing operations
  before provision (benefit)
  for income taxes..........       1,348           779         187           230            131           (230)         2,445
Income from discontinued
  operations, net of income
  taxes.....................          49            51          --            (5)            --            319            414
Cumulative effect of a
  change in accounting, net
  of income taxes...........         (26)           --          --            --             --             --            (26)
Net income..................         886           570         157           208             86            310          2,217


     Net investment income and net investment gains (losses) are based upon the
actual results of each segment's specifically identifiable asset portfolio
adjusted for allocated capital. Other costs are allocated to each of the
segments based upon: (i) a review of the nature of such costs; (ii) time studies
analyzing the amount of employee compensation costs incurred by each segment;
and (iii) cost estimates included in the Company's product pricing.

     Revenues derived from any customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $39,571 million, $34,894 million
and $31,759 million for the years ended December 31, 2005, 2004 and 2003,
respectively, which represented 88%, 90% and 90%, respectively, of consolidated
revenues.

19.  DISCONTINUED OPERATIONS

  REAL ESTATE

     The Company actively manages its real estate portfolio with the objective
of maximizing earnings through selective acquisitions and dispositions. Income
related to real estate classified as held-for-sale or sold is presented in
discontinued operations. These assets are carried at the lower of depreciated
cost or fair value less expected disposition costs.

                                      F-105

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents the components of income from discontinued
real estate operations:



                                                              YEARS ENDED DECEMBER 31,
                                                              -------------------------
                                                               2005      2004     2003
                                                              -------   ------   ------
                                                                    (IN MILLIONS)
                                                                        
Investment income...........................................  $  140    $ 409    $ 491
Investment expense..........................................     (82)    (240)    (279)
Net investment gains........................................   2,125      146      420
                                                              ------    -----    -----
  Total revenues............................................   2,183      315      632
Interest expense............................................      --       13        4
Provision for income taxes..................................     776      105      230
                                                              ------    -----    -----
  Income from discontinued operations, net of income
     taxes..................................................  $1,407    $ 197    $ 398
                                                              ======    =====    =====


     There was no carrying value of real estate related to discontinued
operations at December 31, 2005. The carrying value of real estate related to
discontinued operations was $1,157 million at December 31, 2004.

     The following table shows the discontinued real estate operations by
segment:



                                                               YEARS ENDED DECEMBER 31,
                                                              --------------------------
                                                                2005      2004     2003
                                                              --------   ------   ------
                                                                    (IN MILLIONS)
                                                                         
Net investment income
  Institutional.............................................   $   11     $ 21     $ 31
  Individual................................................       17       26       39
  Corporate & Other.........................................       30      122      142
                                                               ------     ----     ----
     Total net investment income............................   $   58     $169     $212
                                                               ======     ====     ====
Net investment gains (losses)
  Institutional.............................................   $  242     $  9     $ 45
  Individual................................................      443        3       43
  Corporate & Other.........................................    1,440      134      332
                                                               ------     ----     ----
     Total net investment gains (losses)....................   $2,125     $146     $420
                                                               ======     ====     ====
Interest Expense
  Individual................................................   $   --     $ --     $  1
  Corporate & Other.........................................       --       13        3
                                                               ------     ----     ----
     Total interest expense.................................   $   --     $ 13     $  4
                                                               ======     ====     ====


     In the second quarter of 2005, the Company sold its One Madison Avenue and
200 Park Avenue properties in Manhattan, New York for $918 million and $1.72
billion, respectively, resulting in gains, net of income taxes, of $431 million
and $762 million, respectively. The gains are included in income from
discontinued operations in the accompanying consolidated statements of income.
In connection with the sale of the 200 Park Avenue property, the Company has
retained rights to existing signage and is leasing space for associates in the
property for 20 years with optional renewal periods through 2205.

     In 2004, the Company sold one of its real estate investments, Sears Tower,
resulting in a realized gain of $85 million, net of income taxes.

                                      F-106

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  OPERATIONS

     On September 29, 2005, the Company completed the sale of MetLife Indonesia
to a third party resulting in a gain upon disposal of $10 million, net of income
taxes. As a result of this sale, the Company recognized income from discontinued
operations of $5 million, net of income taxes, for the year ended December 31,
2005. The Company reclassified the assets, liabilities and operations of MetLife
Indonesia into discontinued operations for all periods presented.

     The following tables present the amounts related to the operations and
financial position of MetLife Indonesia that has been combined with the
discontinued real estate operations in the consolidated income statements:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Revenues from discontinued operations.......................  $ 5    $ 5    $ 4
Expenses from discontinued operations.......................   10     14      9
                                                              ---    ---    ---
Income from discontinued operations before provision for
  income taxes..............................................   (5)    (9)    (5)
Provision for income taxes..................................   --     --     --
                                                              ---    ---    ---
  Loss from discontinued operations, net of income taxes....   (5)    (9)    (5)
Net investment gain, net of income taxes....................   10     --     --
                                                              ---    ---    ---
  Income (loss) from discontinued operations, net of income
     taxes..................................................  $ 5    $(9)   $(5)
                                                              ===    ===    ===




                                                               DECEMBER 31,
                                                                   2004
                                                               -------------
                                                               (IN MILLIONS)
                                                            
Fixed maturities............................................        $17
Short-term investments......................................          1
Cash and cash equivalents...................................          3
Deferred policy acquisition costs...........................          9
Premiums and other receivables..............................          1
                                                                    ---
  Total assets held-for-sale................................        $31
                                                                    ===
Future policy benefits......................................        $ 5
Policyholder account balances...............................         12
Other policyholder funds....................................          7
Other liabilities...........................................          4
                                                                    ---
  Total liabilities held-for-sale...........................        $28
                                                                    ===


     On January 31, 2005, the Company completed the sale of SSRM to a third
party for $328 million in cash and stock. As a result of the sale of SSRM, the
Company recognized income from discontinued operations of approximately $157
million, net of income taxes, comprised of a realized gain of $165 million, net
of income taxes, and an operating expense related to a lease abandonment of $8
million, net of income taxes. Under the terms of the sale agreement, MetLife
will have an opportunity to receive, prior to the end of 2006, additional
payments aggregating up to approximately 25% of the base purchase price, based
on, among other things, certain revenue retention and growth measures. The
purchase price is also subject to reduction over five years, depending on
retention of certain MetLife-related business. Also under the terms of such
agreement, MetLife had the opportunity to receive additional consideration for
the retention of certain customers for a specific

                                      F-107

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

period in 2005. In the fourth quarter of 2005, upon finalization of the
computation, the Company received a payment of $12 million, net of income taxes,
due to the retention of these specific customer accounts. The Company
reclassified the assets, liabilities and operations of SSRM into discontinued
operations for all periods presented. Additionally, the sale of SSRM resulted in
the elimination of the Company's Asset Management segment. The remaining asset
management business, which is insignificant, has been reclassified into
Corporate & Other. The Company's discontinued operations for the year ended
December 31, 2005 also includes expenses of approximately $6 million, net of
income taxes, related to the sale of SSRM.

     The operations of SSRM include affiliated revenues of $5 million, $59
million and $54 million for the years ended December 31, 2005, 2004 and 2003,
respectively, related to asset management services provided by SSRM to the
Company that have not been eliminated from discontinued operations as these
transactions continue after the sale of SSRM. The following tables present the
amounts related to operations and financial position of SSRM that have been
combined with the discontinued real estate operations in the consolidated income
statements:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Revenues from discontinued operations.......................  $ 19   $328   $231
Expenses from discontinued operations.......................    38    296    197
                                                              ----   ----   ----
Income from discontinued operations before provision for
  income taxes..............................................   (19)    32     34
Provision for income taxes..................................    (5)    13     13
                                                              ----   ----   ----
  Income (loss) from discontinued operations, net of income
     taxes..................................................   (14)    19     21
Net investment gains, net of income taxes...................   177     --     --
                                                              ----   ----   ----
  Income from discontinued operations, net of income
     taxes..................................................  $163   $ 19   $ 21
                                                              ====   ====   ====




                                                               DECEMBER 31,
                                                                   2004
                                                               -------------
                                                               (IN MILLIONS)
                                                            
Equity securities...........................................       $ 49
Real estate and real estate joint ventures..................         96
Short-term investments......................................         33
Other invested assets.......................................         20
Cash and cash equivalents...................................         55
Premiums and other receivables..............................         38
Other assets................................................         88
                                                                   ----
  Total assets held-for-sale................................       $379
                                                                   ====
Short-term debt.............................................       $ 19
Current income taxes payable................................          1
Deferred income taxes payable...............................          1
Other liabilities...........................................        219
                                                                   ----
  Total liabilities held-for-sale...........................       $240
                                                                   ====


                                      F-108

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20.  FAIR VALUE INFORMATION

     The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.

     Amounts related to the Company's financial instruments were as follows:



                                                         NOTIONAL   CARRYING   ESTIMATED
DECEMBER 31, 2005                                         AMOUNT     VALUE     FAIR VALUE
- -----------------                                        --------   --------   ----------
                                                                  (IN MILLIONS)
                                                                      
Assets:
  Fixed maturities.....................................             $230,050    $230,050
  Trading securities...................................             $    825    $    825
  Equity securities....................................             $  3,338    $  3,338
  Mortgage and consumer loans..........................             $ 37,190    $ 37,820
  Policy loans.........................................             $  9,981    $  9,981
  Short-term investments...............................             $  3,306    $  3,306
  Cash and cash equivalents............................             $  4,018    $  4,018
  Mortgage loan commitments............................   $2,974    $     --    $     (4)
  Commitments to fund partnership investments..........   $2,684    $     --    $     --
Liabilities:
  Policyholder account balances........................             $109,694    $107,083
  Short-term debt......................................             $  1,414    $  1,414
  Long-term debt.......................................             $  9,888    $ 10,296
  Junior subordinated debt securities underlying common
     equity units......................................             $  2,134    $  2,098
  Shares subject to mandatory redemption...............             $    278    $    362
  Payables for collateral under securities loaned and
     other transactions................................             $ 34,515    $ 34,515


                                      F-109

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                         NOTIONAL   CARRYING   ESTIMATED
DECEMBER 31, 2004                                         AMOUNT     VALUE     FAIR VALUE
- -----------------                                        --------   --------   ----------
                                                                  (IN MILLIONS)
                                                                      
Assets:
  Fixed maturities.....................................             $176,377    $176,377
  Equity securities....................................             $  2,188    $  2,188
  Mortgage and consumer loans..........................             $ 32,406    $ 33,902
  Policy loans.........................................             $  8,899    $  8,899
  Short-term investments...............................             $  2,662    $  2,662
  Cash and cash equivalents............................             $  4,048    $  4,048
  Mortgage loan commitments............................   $1,189    $     --    $      4
  Commitments to fund partnership investments..........   $1,324    $     --    $     --
Liabilities:
  Policyholder account balances........................             $ 70,739    $ 69,790
  Short-term debt......................................             $  1,445    $  1,445
  Long-term debt.......................................             $  7,412    $  7,835
  Shares subject to mandatory redemption...............             $    278    $    361
  Payables for collateral under securities loaned and
     other transactions................................             $ 28,678    $ 28,678


     The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:

  FIXED MATURITIES, TRADING SECURITIES AND EQUITY SECURITIES

     The fair value of fixed maturities, trading securities and equity
securities are based upon quotations published by applicable stock exchanges or
received from other reliable sources. For securities for which the market values
were not readily available, fair values were estimated using quoted market
prices of comparable investments.

  MORTGAGE AND CONSUMER LOANS, MORTGAGE LOAN COMMITMENTS AND COMMITMENTS TO FUND
  PARTNERSHIP INVESTMENTS

     Fair values for mortgage and consumer loans are estimated by discounting
expected future cash flows, using current interest rates for similar loans with
similar credit risk. For mortgage loan commitments, the estimated fair value is
the net premium or discount of the commitments. Commitments to fund partnership
investments have no stated interest rate and are assumed to have a fair value of
zero.

  POLICY LOANS

     The carrying values for policy loans approximate fair value.

  CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

     The carrying values for cash and cash equivalents and short-term
investments approximated fair values due to the short-term maturities of these
instruments.

                                      F-110

                                 METLIFE, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  POLICYHOLDER ACCOUNT BALANCES

     The fair value of policyholder account balances which have final
contractual maturities are estimated by discounting expected future cash flows
based upon interest rates currently being offered for similar contracts with
maturities consistent with those remaining for the agreements being valued. The
fair value of policyholder account balances without final contractual maturities
are assumed to equal their current net surrender.

  SHORT-TERM AND LONG-TERM DEBT, PAYABLES FOR COLLATERAL UNDER SECURITIES LOANED
  AND OTHER TRANSACTIONS AND SHARES SUBJECT TO MANDATORY REDEMPTION

     The fair values of short-term and long-term debt, payables under securities
loaned transactions and shares subject to mandatory redemption are determined by
discounting expected future cash flows using risk rates currently available for
debt with similar terms and remaining maturities.

  DERIVATIVE FINANCIAL INSTRUMENTS

     The fair value of derivative instruments, including financial futures,
financial forwards, interest rate, credit default and foreign currency swaps,
foreign currency forwards, caps, floors, and options are based upon quotations
obtained from dealers or other reliable sources. See Note 4 for derivative fair
value disclosures.

21.  SUBSEQUENT EVENTS

     On February 21, 2006, the Holding Company's board of directors declared
dividends of $0.3432031 per share, for a total of $9 million, on its Series A
preferred shares, and $0.4062500 per share, for a total of $24 million, on its
Series B preferred shares, subject to the final confirmation that it has met the
financial tests specified in the Series A and Series B preferred shares, which
the Holding Company anticipates will be made on or about March 5, 2006, the
earliest date permitted in accordance with the terms of the securities. Both
dividends will be payable March 15, 2006 to shareholders of record as of
February 28, 2006.

                                      F-111


                                 METLIFE, INC.

                                   SCHEDULE I

                     CONSOLIDATED SUMMARY OF INVESTMENTS --
                      OTHER THAN INVESTMENTS IN AFFILIATES
                               DECEMBER 31, 2005
                                 (IN MILLIONS)



                                                            COST OR                   AMOUNT AT
                                                           AMORTIZED   ESTIMATED    WHICH SHOWN ON
TYPE OF INVESTMENTS                                         COST(1)    FAIR VALUE   BALANCE SHEET
- -------------------                                        ---------   ----------   --------------
                                                                           
Fixed Maturities:
  Bonds:
     U.S. treasury/agency securities.....................  $ 25,643     $ 26,958       $ 26,958
     State and political subdivision securities..........     4,601        4,750          4,750
     Foreign government securities.......................    10,080       11,446         11,446
     Public utilities....................................    13,043       13,408         13,408
     Convertibles and bonds with warrants attached.......         1            1              1
     All other corporate bonds...........................    92,873       95,890         95,890
  Residential and commercial mortgage-backed and other
     asset-backed securities.............................    76,580       76,517         76,517
  Other..................................................       912          888            888
  Redeemable preferred stock.............................       193          192            192
                                                           --------     --------       --------
     Total fixed maturities..............................   223,926      230,050        230,050
Trading securities.......................................       830          825            825
Equity Securities:
  Common stocks:
     Public utilities....................................        33           39             39
     Banks, trust and insurance companies................       289          492            492
     Industrial, miscellaneous and all other.............     1,682        1,693          1,693
  Non-redeemable preferred stocks........................     1,080        1,114          1,114
                                                           --------     --------       --------
     Total equity securities.............................     3,084        3,338          3,338
Mortgage and consumer loans..............................    37,190                      37,190
Policy loans.............................................     9,981                       9,981
Real estate and real estate joint ventures...............     4,661                       4,661
Real estate acquired in satisfaction of debt.............         4                           4
Other limited partnership interests......................     4,276                       4,276
Short-term investments...................................     3,306                       3,306
Other invested assets....................................     8,078                       8,078
                                                           --------                    --------
       Total investments.................................  $295,336                    $301,709
                                                           ========                    ========


- ---------------

(1) The Company's trading securities portfolio is mainly comprised of fixed
    maturities. Cost for fixed maturities and mortgage and consumer loans
    represents original cost reduced by repayments, net valuation allowances and
    writedowns from other-than-temporary declines in value and adjusted for
    amortization of premiums or accretion of discount; for equity securities,
    cost represents original cost reduced by writedowns from
    other-than-temporary declines in value; for real estate, cost represents
    original cost reduced by writedowns and adjusted for valuation allowances
    and depreciation; cost for real estate joint ventures and other limited
    partnership interests represents original cost reduced for other-
    than-temporary impairments or original cost adjusted for equity in earnings
    and distributions.

                                      F-112


                                 METLIFE, INC.

                                  SCHEDULE II

                        CONDENSED FINANCIAL INFORMATION
                             (PARENT COMPANY ONLY)
                        (IN MILLIONS, EXCEPT SHARE DATA)



                                                               AT DECEMBER 31,
                                                              -----------------
                                                               2005      2004
                                                              -------   -------
                                                                  
CONDENSED BALANCE SHEETS
ASSETS
Investments
  Fixed maturities, available-for-sale, at fair value
     (amortized cost: $771 and $1,971, respectively)........  $   761   $ 1,975
  Short-term investments....................................       38       215
  Other invested assets.....................................       11        --
                                                              -------   -------
     Total investments......................................      810     2,190
Cash and cash equivalents...................................      178       623
Accrued investment income...................................       34        17
Investment in subsidiaries..................................   34,276    26,066
Investment in subsidiaries held-for-sale....................       --       142
Goodwill....................................................    3,128        --
Loans to affiliates.........................................    1,700       500
Receivables from affiliates.................................       16        23
Other assets................................................      631        36
                                                              -------   -------
     Total assets...........................................  $40,773   $29,597
                                                              =======   =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Short-term debt...........................................  $   961   $    --
  Long-term debt -- unaffiliated............................    7,316     5,717
  Long-term debt -- affiliated..............................      286        --
  Junior subordinated debt securities underlying common
     equity units...........................................    2,134        --
  Payables for collateral under securities loaned and other
     transactions...........................................      246       723
  Other liabilities.........................................      729       333
                                                              -------   -------
     Total liabilities......................................   11,672     6,773
                                                              -------   -------
Stockholders' Equity:
Preferred stock, par value $0.01 per share; 200,000,000
  shares authorized; 84,000,000 shares issued and
  outstanding at December 31, 2005; none issued and
  outstanding at December 31, 2004; $2,100 aggregate
  liquidation preference....................................        1        --
Common stock, par value $0.01 per share; 3,000,000,000
  shares authorized; 786,766,664 shares issued at December
  31, 2005 and 2004; 757,537,064 shares and 732,487,999
  shares outstanding at December 31, 2005 and 2004,
  respectively..............................................        8         8
Additional paid-in capital..................................   17,274    15,037
Retained earnings...........................................   10,865     6,608
Treasury stock, at cost; 29,229,600 shares and 54,278,665
  shares at December 31, 2005 and 2004, respectively........     (959)   (1,785)
Accumulated other comprehensive income......................    1,912     2,956
                                                              -------   -------
     Total stockholders' equity.............................   29,101    22,824
                                                              -------   -------
     Total liabilities and stockholders' equity.............  $40,773   $29,597
                                                              =======   =======


           See accompanying notes to condensed financial information.

                                      F-113

                                 METLIFE, INC.

                                  SCHEDULE II

                 CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)
                                 (IN MILLIONS)



                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                               2005     2004     2003
                                                              ------   ------   ------
                                                                       
CONDENSED STATEMENTS OF INCOME
Equity in earnings of subsidiaries..........................  $4,956   $2,898   $2,324
Interest income.............................................     134       88       70
Investment gains (losses)...................................     (40)     (23)      (4)
Interest expense............................................    (425)    (245)    (193)
Other expenses..............................................     (44)     (31)     (45)
                                                              ------   ------   ------
  Income before income tax expense (benefit)................   4,581    2,687    2,152
Income tax expense (benefit)................................    (133)     (71)     (65)
                                                              ------   ------   ------
  Net income................................................   4,714    2,758    2,217
Preferred stock dividends...................................      63       --       --
Charge for conversion of company-obligated mandatorily
  redeemable securities of a subsidiary trust...............      --       --       21
                                                              ------   ------   ------
Net income available to common shareholders.................  $4,651   $2,758   $2,196
                                                              ======   ======   ======


           See accompanying notes to condensed financial information.

                                      F-114

                                 METLIFE, INC.

                                  SCHEDULE II

                 CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)
                                 (IN MILLIONS)



                                                                YEARS ENDED DECEMBER 31,
                                                              ----------------------------
                                                                2005      2004      2003
                                                              --------   -------   -------
                                                                          
CONDENSED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income................................................  $  4,714   $ 2,758   $ 2,217
  Earnings of subsidiaries..................................    (4,956)   (2,898)   (2,324)
  Dividends from subsidiaries...............................     4,822     1,251     1,728
  Other, net................................................       311        63        51
                                                              --------   -------   -------
Net cash provided by operating activities...................     4,891     1,174     1,672
                                                              --------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Sales of fixed maturities.................................     2,178     1,628     1,333
  Purchases of fixed maturities.............................    (1,038)   (2,038)   (1,631)
  Net change in short-term investments......................       177      (207)       88
  Purchase of businesses....................................   (10,776)      (50)   (2,112)
  Capital contribution to subsidiaries......................      (532)     (761)     (239)
  Loans to affiliates.......................................    (1,200)       10       (10)
  Other, net................................................       (85)       27      (168)
                                                              --------   -------   -------
Net cash used in investing activities.......................   (11,276)   (1,391)   (2,739)
                                                              --------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net change in payables for collateral under securities
    loaned and other transactions...........................      (477)      161        84
  Net change in short-term debt.............................       961      (106)     (143)
  Long-term debt issued.....................................     2,733     1,760       697
  Long-term debt repaid.....................................    (1,006)       --        --
  Preferred stock issued....................................     2,100        --        --
  Dividends on preferred stock..............................       (63)       --        --
  Dividends on common stock.................................      (394)     (343)     (175)
  Junior subordinated debt securities underlying common
    equity units............................................     2,134        --        --
  Treasury stock acquired...................................        --    (1,000)      (97)
  Settlement of common stock purchase contracts.............        --        --     1,006
  Stock options exercised...................................        80        51        --
  Debt and equity issuance costs............................      (128)       --        --
                                                              --------   -------   -------
Net cash provided by financing activities...................     5,940       523     1,372
                                                              --------   -------   -------
Change in cash and cash equivalents.........................      (445)      306       305
Cash and cash equivalents, beginning of year................       623       317        12
                                                              --------   -------   -------
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $    178   $   623   $   317
                                                              ========   =======   =======
Supplemental disclosures of cash flow information:
  Net cash paid (received) during the year for:
    Interest................................................  $    393   $   250   $   155
                                                              ========   =======   =======
    Income taxes............................................  $   (264)  $  (118)  $   (90)
                                                              ========   =======   =======
Non-cash transactions during the year:
    Business acquisitions:
      Assets acquired.......................................  $ 11,966   $    --   $    --
      Less: liabilities assumed.............................       180        --        --
                                                              --------   -------   -------
      Net assets acquired...................................    11,786        --        --
      Less: cash paid.......................................    10,776        --        --
                                                              --------   -------   -------
      Business acquisition, common stock issued.............  $  1,010   $    --   $    --
                                                              ========   =======   =======
    Issuance of exchange bond to an affiliate...............  $    286   $    --   $    --
                                                              ========   =======   =======
    Accrual for stock purchase contracts related to common
     equity units...........................................  $     97   $    --   $    --
                                                              ========   =======   =======
    MetLife Capital Trust I transactions....................  $     --   $    --   $ 1,037
                                                              ========   =======   =======


           See accompanying notes to condensed financial information.
                                      F-115


                                 METLIFE, INC.

                                  SCHEDULE II

                    NOTES TO CONDENSED FINANCIAL INFORMATION
                             (PARENT COMPANY ONLY)

1.  SUMMARY OF ACCOUNTING POLICIES

  BUSINESS

     "MetLife" or the "Company" refers to MetLife, Inc., a Delaware corporation
incorporated in 1999 (the "Holding Company"), and its subsidiaries, including
Metropolitan Life Insurance Company ("Metropolitan Life"). MetLife, Inc. is a
leading provider of insurance and other financial services to millions of
individual and institutional customers throughout the United States. Through its
subsidiaries and affiliates, MetLife, Inc. offers 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, the
MetLife companies have direct insurance operations in Asia Pacific, Latin
America and Europe.

     On July 1, 2005, Holding Company 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 $12.0 billion. The results
of Travelers' operations were included in the Company's consolidated financial
statements beginning July 1, 2005. As a result of the acquisition, management of
the Company increased significantly the size and scale of the Company's core
insurance and annuity products and expanded the Company's presence in both the
retirement & savings domestic and international markets. The distribution
agreements executed with Citigroup as part of the acquisition will provide the
Company with one of the broadest distribution networks in the industry.
Consideration paid by the Holding Company for the purchase 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.

  BASIS OF PRESENTATION

     The condensed financial information of the Holding Company ("Parent Company
Only") should be read in conjunction with the Consolidated Financial Statements
of MetLife, Inc. and subsidiaries and the notes thereto (the "Consolidated
Financial Statements"). These condensed nonconsolidated financial statements
reflect the results of operations, financial condition and cash flows for the
parent company only. Investments in subsidiaries are accounted for using the
equity method of accounting prescribed by Accounting Principles Board (APB)
Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock.
Certain prior period amounts have been reclassified to conform to the current
year's presentation.

     The condensed unconsolidated financial statements are prepared in
conformity with accounting principles generally accepted in the United States of
America except as stated above which also requires management to make certain
estimates and assumptions. The most important of these estimates and assumptions
relate to the fair value measurements, the accounting for goodwill and
identifiable intangible assets and the provision for potential losses that may
arise from litigation and regulatory proceedings and tax audits, which may
affect the amounts reported in the condensed financial statements and
accompanying notes. Actual results could differ materially from these estimates.

     For information on the following, refer to the indicated Notes to the
Consolidated Financial Statements of MetLife, Inc.:

     - Summary of Accounting Policies (Note 1)

     - Common Equity Units (Note 9)

     - Contingencies, Commitments and Guarantees (Note 12)

     - Equity (Note 14)

     - Earnings per Common Share (Note 16)
                                      F-116

                                 METLIFE, INC.

                                  SCHEDULE II

            NOTES TO CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)

2.  GOODWILL

     As described above in Note 1 and in Note 2 to the Consolidated Financial
Statements, the Holding Company acquired Travelers on July 1, 2005. Goodwill is
the excess of cost over the fair value of net assets acquired. In connection
with the Travelers acquisition, the Company allocated purchase price based upon
the valuation of the tangible and intangible assets acquired as well as the
related anticipated expense synergies, operational changes and future sales
resulting from the business combination which were identified in determining the
overall purchase price to be paid to Citigroup. Accordingly, a portion of the
purchase price is presently retained at the Holding Company as the benefits
derived from the acquisition are expected to occur within legal entities already
owned by the Holding Company as a result of the integration of the newly
acquired Travelers' business and the existing MetLife operations. Changes in
goodwill are as follows:



                                                                    YEAR ENDED
                                                                DECEMBER 31, 2005
                                                               --------------------
                                                                  (IN MILLIONS)
                                                            
Balance, beginning of year..................................          $   --
Acquisitions................................................           3,128
Dispositions and other......................................              --
                                                                      ------
Balance, end of year........................................          $3,128
                                                                      ======


3.  VALUE OF DISTRIBUTION AGREEMENTS

     As described above in Note 1 and in Note 2 to the Consolidated Financial
Statements, distribution agreements were executed with Citigroup as part of the
Travelers' acquisition and are included in other assets. Changes in value of
distribution agreements ("VODA") are as follows:



                                                                    YEAR ENDED
                                                                DECEMBER 31, 2005
                                                               --------------------
                                                                  (IN MILLIONS)
                                                            
Balance at January 1........................................           $ --
Acquisitions................................................            577
Amortization................................................             --
Dispositions and other......................................             --
                                                                       ----
Balance at December 31......................................           $577
                                                                       ====


     The estimated future amortization expense allocated to other expenses for
the next five years, for VODA, which has a weighted average useful life of 16
years, is $3 million in 2006, $8 million in 2007, $14 million in 2008, $18
million in 2009 and $24 million in 2010.

                                      F-117

                                 METLIFE, INC.

                                  SCHEDULE II

            NOTES TO CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)

4.  LOANS TO AFFILIATES

     The Holding Company lends, as necessary, to its affiliates, some of which
are regulated, to meet their capital requirements. Such loans are included in
loans to affiliates on the condensed balance sheets and consisted of the
following at December 31, 2005 and 2004:



                                                                             DECEMBER 31,
                                           INTEREST                          -------------
AFFILIATE                                    RATE        MATURITY DATE        2005    2004
- ---------                                  --------   --------------------   ------   ----
                                                                             (IN MILLIONS)
                                                                          
Metropolitan Life........................    7.13%    December 15, 2032      $  400   $400
Metropolitan Life........................    7.13%    January 15, 2033          100    100
Metropolitan Life........................    5.00%    December 31, 2007         800     --
MetLife Investors USA Insurance
  Company................................    7.35%    April 1, 2035             400     --
                                                                             ------   ----
Total....................................                                    $1,700   $500
                                                                             ======   ====


5.  DEBT

     LONG-TERM DEBT

     Long-term debt consisted of the following:



                                                               DECEMBER 31,
                                                              ---------------
                                                               2005     2004
                                                              ------   ------
                                                               (IN MILLIONS)
                                                                 
Senior notes:
  5.25% due 2006............................................  $  500   $  499
  6.13% due 2011............................................     750      749
  5.38% due 2012............................................     398      398
  5.00% due 2013............................................     496      496
  5.50% due 2014............................................     352      352
  5.00% due 2015............................................     997       --
  5.25% due 2020............................................     681       --
  5.38% due 2024............................................     593      662
  6.50% due 2032............................................     596      596
  5.88% due 2033............................................     200      200
  6.38% due 2034............................................     755      755
  5.70% due 2035............................................     998       --
  3.91% due 2005............................................      --    1,010
                                                              ------   ------
Total long-term debt -- unaffiliated........................   7,316    5,717
Total long-term debt -- affiliated..........................     286       --
                                                              ------   ------
  Total.....................................................  $7,602   $5,717
                                                              ======   ======


     In connection with financing the acquisition of Travelers on July 1, 2005,
which is more fully described in Note 2 of the Consolidated Financial
Statements, the Holding Company issued the following debt:

          On June 23, 2005, the Holding Company issued in the United States
     public market $1,000 million aggregate principal amount of 5.00% senior
     notes due June 15, 2015 at a discount of $2.7 million ($997 million), and
     $1,000 million aggregate principal amount of 5.70% senior notes due June
     15, 2035 at a discount of $2.4 million ($998 million). In connection with
     the offering, the Holding Company incurred

                                      F-118

                                 METLIFE, INC.

                                  SCHEDULE II

            NOTES TO CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)

     approximately $12 million of issuance costs which have been capitalized and
     included in other assets. These costs are being amortized using the
     effective interest method over the respective term of the related senior
     notes.

          On June 29, 2005, the Holding Company issued 400 million pounds
     sterling ($729 million at issuance) aggregate principal amount of 5.25%
     senior notes due June 29, 2020 at a discount of 4.5 million pounds sterling
     ($8 million at issuance), for aggregate proceeds of 395.5 million pounds
     sterling ($721 million at issuance). These notes were initially offered and
     sold outside the United States in reliance upon Regulation S under the
     Securities Act of 1933, as amended. In connection with the offering, the
     Holding Company incurred approximately $4 million of issuance costs which
     have been capitalized and included in other assets. These costs are being
     amortized using the effective interest method over the term of the related
     senior notes. The value of these senior notes was $681 million at December
     31, 2005.

     On December 30, 2005, the Holding Company issued $286 million of affiliated
long-term debt with an interest rate of 5.24% maturing in 2015.

     The Holding Company repaid a $1,006 million, 3.911% senior note which
matured on May 15, 2005.

     SHORT-TERM DEBT

     At December 31, 2005, the Holding Company's $961 million short-term debt
consisted of commercial paper. The debt was outstanding for an average of 80
days with a weighted average interest rate of 4.2%. The Holding Company had no
short-term debt outstanding at December 31, 2004.

     OTHER

     Interest expense was comprised of the following:



                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2005   2004   2003
                                                              ----   ----   ----
                                                                (IN MILLIONS)
                                                                   
Short-term debt.............................................  $  2   $ --   $  1
Long-term debt -- unaffiliated..............................   366    245    182
Long-term debt -- affiliated................................    --     --     10
Junior subordinated debt securities underlying common equity
  units.....................................................    55     --     --
Stock purchase contracts....................................     2     --     --
                                                              ----   ----   ----
     Total interest expense.................................  $425   $245   $193
                                                              ====   ====   ====


     CREDIT FACILITIES AND LETTERS OF CREDIT

     The Holding Company maintains committed and unsecured credit facilities
aggregating $3.0 billion ($1.5 billion expiring in 2009 and $1.5 billion
expiring in 2010) and $2.5 billion ($1.0 billion expiring in 2005 and $1.5
billion expiring in 2009) at December 31, 2005 and 2004, respectively, which it
shares with Metropolitan Life (a wholly-owned subsidiary of the Company) and
MetLife Funding, Inc. (a wholly-owned subsidiary of Metropolitan Life). In April
2005, a $1.0 billion credit facility which expired in 2005 was replaced with a
$1.5 billion credit facility expiring in 2010. At December 31, 2005 and 2004,
the Holding Company had no borrowings against these credit facilities. When
drawn upon, these facilities would bear interest at varying rates as stated in
the agreements. These facilities are primarily used for general corporate
purposes and as back-up lines of credit for the Holding Company's and MetLife
Funding's commercial paper programs.
                                      F-119

                                 METLIFE, INC.

                                  SCHEDULE II

            NOTES TO CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)

     At December 31, 2005, $374 million of the unsecured credit facilities were
used in support of letters of credit issued on behalf of the Holding Company. At
December 31, 2005 and 2004, the Holding Company had $190 million and $369
million, respectively, in outstanding letters of credit from various banks, all
of which automatically renew for one year periods.

     On July 1, 2005, in connection with the closing of the acquisition of
Travelers, the $2.0 billion amended and restated five-year letter of credit and
reimbursement agreement (the "L/C Agreement") entered into by The Travelers Life
and Annuity Reinsurance Company ("TLARC") and various institutional lenders on
April 25, 2005 became effective. Under the L/C Agreement, the Holding Company
agreed to unconditionally guarantee reimbursement obligations of TLARC with
respect to reinsurance letters of credit issued pursuant to the L/C Agreement
and replaced Citigroup Insurance Holding Company as guarantor upon closing of
the Travelers acquisition. The L/C Agreement expires five years after the
closing of the acquisition. Also during 2005, Exeter Reassurance Company Ltd.
("Exeter"), a wholly owned subsidiary of the Holding Company entered into three
ten-year letter of credit and reimbursement agreements totaling $800 million
with an institutional lender, and the Holding Company and Exeter entered into a
$500 million ten-year letter of credit and reimbursement agreement with another
institutional lender. The Holding Company is a guarantor of the above L/C
agreements with the exception of the $500 million ten year letter of credit and
reimbursement agreement to which it is a party.

6.  RELATED PARTY TRANSACTIONS

  DIVIDENDS

     The primary source of the Holding Company's liquidity is dividends it
receives from its insurance subsidiaries. The Holding Company's insurance
subsidiaries are subject to regulatory restrictions on the payment of dividends
imposed by the regulators of their respective domiciles. The dividend limitation
for U.S. insurance subsidiaries is based on the surplus to policyholders as of
the immediately preceding calendar year and statutory net gain from operations
for the immediately preceding calendar year.

     The maximum amount of dividends which could be paid to the Holding Company
by Metropolitan Life, The Travelers Insurance Company ("TIC"), a wholly-owned
subsidiary of the Holding Company, Metropolitan Property and Casualty Insurance
Company ("MPC"), a wholly-owned subsidiary of the Holding Company and
Metropolitan Tower Life Insurance Company ("MTL"), a wholly-owned subsidiary of
the Holding Company in 2005, without prior regulatory approval, was $880
million, $0 million, $187 million and $119 million, respectively. During the
year ended December 31, 2005, Metropolitan Life paid $880 million in ordinary
dividends for which prior insurance regulatory approval was not required and
$2,320 million in special dividends as approved by the New York Superintendent
of Insurance. TIC has not paid any dividends since its acquisition by the
Holding Company and may not make dividend payments for a two-year period
following the date of acquisition without regulatory approval. MPC paid $400
million in special dividends, as approved by the Rhode Island Superintendent of
Insurance, during the year ended December 31, 2005. MTL paid $54 million in
ordinary dividends for which prior insurance regulatory approval was not
required and $873 million in special dividends as approved by the Delaware
Superintendent of Insurance during the year ended December 31, 2005. MetLife
Mexico, S.A., a wholly-owned subsidiary of the Holding Company, paid dividends
to the Holding Company of $276 million during the year ended December 31, 2005.
In addition, various subsidiaries paid $19 million in total to the Holding
Company for the year ended December 31, 2005. The maximum amount of dividends
which Metropolitan Life, TIC, MPC and MTL may pay to the Holding Company in 2006
without prior regulatory approval is $863 million, $0 million, $178 million, and
$85 million, respectively. If paid before a specified date in 2006, some or all
of an otherwise ordinary dividend may be deemed special by the relevant
regulatory authority and require approval.

                                      F-120

                                 METLIFE, INC.

                                  SCHEDULE II

            NOTES TO CONDENSED FINANCIAL INFORMATION -- (CONTINUED)
                             (PARENT COMPANY ONLY)

  SUPPORT AGREEMENTS

     The Holding Company has net worth maintenance agreements with three of its
insurance subsidiaries, MetLife Investors Insurance Company, First MetLife
Investors Insurance Company and MetLife Investors Insurance Company of
California. Under these agreements, as subsequently amended, the Holding Company
agreed, without limitation as to the amount, to cause each of these subsidiaries
to have a minimum capital and surplus of $10 million, total adjusted capital at
a level not less than 150% of the company action level RBC, as defined by state
insurance statutes, and liquidity necessary to enable it to meet its current
obligations on a timely basis. At December 31, 2005, the capital and surplus of
each of these subsidiaries was in excess of the minimum capital and surplus
amounts referenced above, and their total adjusted capital was in excess of the
most recent referenced RBC-based amount calculated at December 31, 2005.

     In connection with the acquisition of Travelers, support agreements
regarding certain subsidiaries of the Holding Company were provided to various
insurance regulators. The Holding Company committed to the Delaware Department
of Insurance, in the event that at December 31, 2005 the total adjusted capital
of MTL is below 250% of the company action level RBC, the Holding Company would
make a capital contribution to MTL in an amount that would make up for such
shortfall. Pursuant to this commitment, during 2005, the Holding Company made a
capital contribution of $50 million to MTL. The Holding Company also committed
to the South Carolina Department of Insurance to take necessary action to
maintain the minimum capital and surplus of TLARC at the greater of $250,000 or
10% of net loss reserves (loss reserves less deferred acquisition costs).

  OTHER

     See Note 4 for description of loans to affiliates.

     See Note 5 for description of the Holding Company's debt with affiliates
and transactions with TLARC.

7.  SUBSEQUENT EVENTS

     On February 21, 2006, the Holding Company's board of directors declared
dividends of $0.3432031 per share, for a total of $9 million, on the Series A
preferred shares, and $0.4062500 per share, for a total of $24 million, on the
Series B preferred shares, subject to the final confirmation that it has met the
financial tests specified in the Series A and Series B preferred shares, which
the Holding Company anticipates will be made on or about March 5, 2006, the
earliest date permitted in accordance with the terms of the securities. Both
dividends will be payable March 15, 2006 to shareholders of record as of
February 28, 2006.

                                      F-121


                                 METLIFE, INC.

                                  SCHEDULE III

                CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                                 (IN MILLIONS)



                                    FUTURE POLICY
                                   BENEFITS, OTHER                                                  PREMIUM
                         DAC     POLICYHOLDER FUNDS    POLICYHOLDER   POLICYHOLDER                  REVENUE
                         AND      AND POLICYHOLDER       ACCOUNT       DIVIDENDS      UNEARNED     AND POLICY
SEGMENT                 VOBA     DIVIDEND OBLIGATION     BALANCES       PAYABLE      REVENUE (1)    CHARGES
- -------                -------   -------------------   ------------   ------------   -----------   ----------
                                                                                 
2005
Institutional........  $1,259         $ 51,818           $ 54,180         $ --         $   27       $12,159
Individual...........  13,540           60,103             59,011          917          1,050         6,978
Auto & Home..........     186            3,490                 --           --             --         2,911
International........   1,841            7,981              5,279           --            294         2,765
Reinsurance..........   2,815            6,247              5,504           --             --         3,869
Corporate & Other....      --            3,503              4,338           --             --             6
                       -------        --------           --------         ----         ------       -------
                       $19,641        $133,142           $128,312         $917         $1,371       $28,688
                       =======        ========           ========         ====         ======       =======
2004
Institutional........  $  997         $ 38,905           $ 34,059         $  3         $   16       $10,748
Individual...........   9,297           57,417             42,022          893            944         6,009
Auto & Home..........     185            3,180                 --           --             --         2,948
International........   1,278            5,419              2,580            2            176         2,039
Reinsurance..........   2,567            5,563              4,901           --             --         3,348
Corporate & Other....       3             (836)             2,684           --             --           (25)
                       -------        --------           --------         ----         ------       -------
                       $14,327        $109,648           $ 86,246         $898         $1,136       $25,067
                       =======        ========           ========         ====         ======       =======
2003
Institutional........  $  804         $ 35,275           $ 31,135         $  4         $    7       $ 9,723
Individual...........   8,799           56,128             38,589          857            876         5,927
Auto & Home..........     180            2,943                 --           --             --         2,908
International........   1,040            4,727              2,432            3            105         1,902
Reinsurance..........   2,098            4,961              4,021           --             --         2,648
Corporate & Other....      16           (1,151)               966           --             --           (38)
                       -------        --------           --------         ----         ------       -------
                       $12,937        $102,883           $ 77,143         $864         $  988       $23,070
                       =======        ========           ========         ====         ======       =======


- ---------------

(1) Amounts are included within the Future Policy Benefits, Other Policyholder
    Funds and Policyholder Dividend Obligation column.

                                      F-122

                                 METLIFE, INC.

                          SCHEDULE III -- (CONTINUED)

                CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                                 (IN MILLIONS)



                                                              AMORTIZATION OF
                                                              DEFERRED POLICY
                                           POLICYHOLDER      ACQUISITION COSTS      OTHER
                           INVESTMENT      BENEFITS AND      CHARGED TO OTHER     OPERATING    PREMIUMS WRITTEN
SEGMENT                    INCOME, NET   INTEREST CREDITED       EXPENSES        EXPENSES(1)   (EXCLUDING LIFE)
- -------                    -----------   -----------------   -----------------   -----------   ----------------
                                                                                
2005
Institutional............    $ 5,962          $14,428             $  174           $2,056           $   --
Individual...............      6,535            7,195                941            4,001               --
Auto & Home..............        181            1,994                455              376            2,921
International............        844            2,406                223              782              101
Reinsurance..............        606            3,426                650              341               --
Corporate & Other........        782              (18)                 8              939               --
                             -------          -------             ------           ------           ------
                             $14,910          $29,431             $2,451           $8,495           $3,022
                             =======          =======             ======           ======           ======
2004
Institutional............    $ 4,582          $12,189             $  137           $1,836           $   --
Individual...............      6,031            6,725                764            3,772               --
Auto & Home..............        171            2,079                449              348            2,954
International............        585            1,762                140              480               43
Reinsurance..............        538            2,906                413              545               --
Corporate & Other........        457               (2)                 5              590               --
                             -------          -------             ------           ------           ------
                             $12,364          $25,659             $1,908           $7,571           $2,997
                             =======          =======             ======           ======           ======
2003
Institutional............    $ 4,146          $10,997             $   81           $1,772           $   --
Individual...............      6,069            6,782                674            3,831               --
Auto & Home..............        158            2,139                436              322            2,952
International............        500            1,599                227              433              198
Reinsurance..............        431            2,293                400              364               --
Corporate & Other........        168               36                  2              357               --
                             -------          -------             ------           ------           ------
                             $11,472          $23,846             $1,820           $7,079           $3,150
                             =======          =======             ======           ======           ======


(1) Includes other expenses and policyholder dividends, excluding amortization
    of deferred policy acquisition costs charged to other expenses.

                                      F-123


                                 METLIFE, INC.

                                  SCHEDULE IV

                            CONSOLIDATED REINSURANCE
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                                 (IN MILLIONS)



                                                                                         % AMOUNT
                                                                                         ASSUMED
                                     GROSS AMOUNT    CEDED      ASSUMED     NET AMOUNT    TO NET
                                     ------------   --------   ----------   ----------   --------
                                                                          
2005
Life insurance in force............   $3,250,759    $650,913   $1,874,668   $4,474,514     41.9%
                                      ==========    ========   ==========   ==========
Insurance premium life insurance...   $   14,443    $  2,159   $    5,115   $   17,399     29.4%
Accident and health................        4,748         397          138        4,489      3.1%
Property and casualty insurance....        3,041         132           63        2,972      2.1%
                                      ----------    --------   ----------   ----------
  Total insurance premium..........   $   22,232    $  2,688   $    5,316   $   24,860     21.4%
                                      ==========    ========   ==========   ==========




                                                                                         % AMOUNT
                                                                                         ASSUMED
                                     GROSS AMOUNT    CEDED      ASSUMED     NET AMOUNT    TO NET
                                     ------------   --------   ----------   ----------   --------
                                                                          
2004
Life insurance in force............   $2,781,806    $621,391   $1,565,092   $3,725,507     42.0%
                                      ==========    ========   ==========   ==========
Insurance premium life insurance...   $   13,071    $  2,017   $    4,328   $   15,382     28.1%
Accident and health................        4,040         300          119        3,859      3.1%
Property and casualty insurance....        3,015          97           41        2,959      1.4%
                                      ----------    --------   ----------   ----------
  Total insurance premium..........   $   20,126    $  2,414   $    4,488   $   22,200     20.2%
                                      ==========    ========   ==========   ==========




                                                                                         % AMOUNT
                                                                                         ASSUMED
                                     GROSS AMOUNT    CEDED      ASSUMED     NET AMOUNT    TO NET
                                     ------------   --------   ----------   ----------   --------
                                                                          
2003
Life insurance in force............   $2,520,700    $678,913   $1,354,410   $3,196,197     42.4%
                                      ==========    ========   ==========   ==========
Insurance premium life insurance...   $   12,407    $  2,042   $    3,570   $   13,935     25.6%
Accident and health................        3,757         276           88        3,569      2.5%
Property and casualty insurance....        3,136         109           44        3,071      1.4%
                                      ----------    --------   ----------   ----------
  Total insurance premium..........   $   19,300    $  2,427   $    3,702   $   20,575     18.0%
                                      ==========    ========   ==========   ==========


     For the years ended December 31, 2005, 2004 and 2003, reinsurance ceded and
assumed include affiliated transactions of $670 million, $570 million, and $559
million, respectively.

                                      F-124


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

ITEM 9A.  CONTROLS AND PROCEDURES

     The Holding Company's management, with the participation of the Holding
Company's Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the design and operation of the Holding Company's disclosure
controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end
of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective.

     On July 1, 2005, the Holding Company completed the acquisition of
Travelers. The Company is in the process of completing its post-merger
integration plan. As part of its plan, the Company has extended its 2005
Sarbanes-Oxley Act Section 404 compliance program to include Travelers, which is
intended to integrate Travelers' internal control over financial reporting with
that of the Company. Such integration has resulted in changes that materially
affected or are reasonably likely to materially affect the Company's internal
control over financial reporting during the three months ended December 31,
2005. Except as set forth above, there were no changes to the Holding Company's
internal control over financial reporting as defined in Exchange Act Rules
13a-15(f) during the quarter ended December 31, 2005 that have materially
affected, or are reasonably likely to materially affect, the Holding Company's
internal control over financial reporting.

  MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Management of MetLife, Inc. and subsidiaries is responsible for
establishing and maintaining adequate internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of control
procedures. The objectives of internal control include providing management with
reasonable, but not absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition, and that transactions are executed in
accordance with management's authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America.

     Financial management has documented and evaluated the effectiveness of the
internal control of the Company as of December 31, 2005 pertaining to financial
reporting in accordance with the criteria established in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

     In the opinion of management, MetLife, Inc. maintained effective internal
control over financial reporting as of December 31, 2005.

     Deloitte & Touche LLP, an independent registered public accounting firm,
has audited the consolidated financial statements and consolidated financial
statement schedules included in the Annual Report on Form 10-K for the year
ended December 31, 2005. The Report of the Independent Registered Public
Accounting Firm on their audit of the consolidated financial statements and
consolidated financial statement schedules is included at page F-1.

  ATTESTATION REPORT OF THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM

     The Company's independent registered public accounting firm, Deloitte &
Touche LLP, has issued their attestation report on management's assessment of
internal control over financial reporting which is set forth below.

                                       145


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
MetLife, Inc.

     We have audited management's assessment, included in management's annual
report on internal control over financial reporting, as included in Item 9A.
Controls and Procedures, that MetLife, Inc. and subsidiaries (the "Company")
maintained effective internal control over financial reporting as of December
31, 2005, based on criteria established in Internal Control -- Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial reporting based
on our audit.

     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

     A company's internal control over financial reporting is a process designed
by, or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

     Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

     In our opinion, management's assessment that the Company maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on the criteria established in
Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2005, based on the criteria established in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

     We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated financial
statements and consolidated financial statement schedules as of and for the year
ended December 31, 2005, of the Company, and our report dated February 28, 2006,

                                       146


expressed an unqualified opinion on those consolidated financial statements and
consolidated financial statement schedules.

/s/  DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

New York, New York
February 28, 2006

ITEM 9B.  OTHER INFORMATION

     On February 28, 2006, Metropolitan Life amended the MetLife Plan for
Transition Assistance for Officers (the "Plan"), effective with regard to
discontinuances on and after March 2, 2006 (except for any participant whose
separation agreement became final prior to January 1, 2006). The amendment
provides for lump sum payment of severance pay (except for certain employees
notified by June 30, 2006 and discontinued by December 31, 2006), provides for
all payments of severance pay to be completed by March 15 of the calendar year
following discontinuance, revises the definition of "job elimination" to exclude
those employees returning from certain long-term leaves of absences, provides
for certain limitations periods regarding claims brought under the Plan, and
makes certain other technical changes to the Plan. The foregoing description of
the amendment to the Plan is not complete and is qualified in its entirety by
reference to such amendment, which is filed hereto as Exhibit 10.56, and is
incorporated herein by reference.

     The Company has previously announced Mr. Benmosche's decision to retire. In
connection with his retirement, the Company entered into an agreement with Mr.
Benmosche on February 28, 2006 to assure that, for a reasonable period following
his retirement, he may not engage in activities on behalf of certain
competitors, solicit employees or interfere with the Company's business
relationships. The agreement will be effective on July 1, 2006, unless
previously revoked by Mr. Benmosche pursuant to its terms. Under this agreement,
Mr. Benmosche has agreed not to provide services to, or otherwise become
associated with, in any active fashion, whether as an officer, director,
employee, consultant, agent, partner or otherwise, a number of the Company's
principal competitors or their affiliates or subsidiaries (the "Restricted
Competitors") for an 18-month period following his retirement. Mr. Benmosche has
also agreed that, during the same restricted period, he will not solicit for
employment or otherwise induce any of the Company's officers or other employees
to leave MetLife's employ, or hire any such person or any person who had been in
MetLife's employ during the preceding 6-month period. Additionally, under the
agreement, during the restricted period, Mr. Benmosche agrees not to solicit any
of the Company's customers, suppliers, vendors or other business relations on
behalf of any Restricted Competitor, or to otherwise encourage any such person
to cease doing business with MetLife, or to otherwise limit the extent of its
business relationships with the Company.

     In consideration of, and subject to Mr. Benmosche's compliance with these
commitments, and the other terms of the agreement, commencing January 1, 2010,
the Company will pay Mr. Benmosche, or his designated beneficiary, a monthly
benefit for a period of 20 years. These future payments have an approximate
present value of $6,000,000. As part of the agreement, Mr. Benmosche also has
reaffirmed the commitments previously made under the Company's Agreement to
Protect Corporate Property and, subject to standard exceptions (such as for
judicial process), made commitments not to use or disclose, directly or
indirectly, any privileged, confidential or proprietary business information to
MetLife's clients or business partners. The agreement also contains provisions
recognizing the Company's right to enforce these covenants, including through
the issuance of injunctive relief, and a standard general release of all claims
against MetLife in connection with his employment. The foregoing description of
Mr. Benmosche's agreement is not complete and is qualified in its entirety by
reference to such agreement, which is filed hereto as Exhibit 10.65, and is
incorporated herein by reference.

     On February 28, 2006, the Holding Company's Compensation Committee and
Board of Directors approved base salary rate increases for the Holding Company's
senior executive officers. With the exception of Mr. Henrikson, whose increase
becomes effective on March 1, 2006 when he assumes the duties of President

                                       147


and Chief Executive Officer of the Holding Company, the increases will become
effective on May 1, 2006. The increases are described in further detail below:



                                                       AMOUNT OF INCREASE IN    NEW ANNUAL BASE
EXECUTIVE                         TITLE               ANNUAL BASE SALARY RATE     SALARY RATE
- ---------                         -----               -----------------------   ---------------
                                                                       
C. Robert Henrikson    President and Chief                   $300,000             $1,000,000
                       Operating Officer
Steven A. Kandarian    Executive Vice President and            25,000                425,000
                       Chief Investment Officer
Leland C. Launer,                                              50,000                500,000
  Jr.                  President, Institutional
                       Business
James L. Lipscomb      Executive Vice President and            50,000                450,000
                       General Counsel
Catherine A. Rein      Senior Executive Vice                   50,000                600,000
                       President and Chief
                       Administrative Officer
William J. Toppeta     President, International                50,000                600,000
Lisa M. Weber          President, Individual                   50,000                600,000
                       Business
William J. Wheeler     Executive Vice President and            50,000                450,000
                       Chief Financial Officer


                                       148


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information called for by this Item pertaining to Directors is
incorporated herein by reference to the sections entitled "Proposal
One -- Election of Directors," "Corporate Governance -- Information about the
Board of Directors," "Corporate Governance -- Board Committees" and "Stock
Ownership of Directors and Executive Officers -- Section 16(a) Beneficial
Ownership Reporting Compliance" in MetLife, Inc.'s definitive proxy statement
for the Annual Meeting of Shareholders to be held on April 25, 2006, to be filed
by MetLife, Inc. with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days after the year ended December 31, 2005 (the "2006
Proxy Statement").

     The information called for by this Item pertaining to Executive Officers
appears in "Part I -- Item 1. Business -- Executive Officers of the Registrant."

     The Company has adopted the MetLife Financial Management Code of
Professional Conduct, a "code of ethics" as defined under the rules of the SEC,
that applies to the Company's Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Corporate Controller and all professionals in finance
and finance-related departments. The Financial Management Code is available on
the Company's website at http://www.metlife.com/corporategovernance. The Company
intends to satisfy its disclosure obligations under Item 5.05 of Form 8-K by
posting information about amendments to, or waivers from a provision of, the
Financial Management Code that apply to the Company's Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer, and Corporate Controller on
the Company's website at the address given above.

ITEM 11.  EXECUTIVE COMPENSATION

     The information called for by this Item is incorporated herein by reference
to the sections entitled "Executive Compensation," "Corporate
Governance -- Board Committees" and "Corporate Governance -- Director
Compensation" in the 2006 Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The information called for by this Item pertaining to ownership of the
Holding Company's common stock is incorporated herein by reference to the
sections entitled "Stock Ownership of Directors and Executive Officers" and
"Ownership of MetLife Stock" in the 2006 Proxy Statement.

     The following table provides information, as of December 31, 2005,
regarding the securities authorized for issuance under the Holding Company's
equity compensation plans:

     EQUITY COMPENSATION PLAN INFORMATION



                                                                                       NUMBER OF SECURITIES
                                                                                      REMAINING AVAILABLE FOR
                                                                                       FUTURE ISSUANCE UNDER
                                   NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE        EQUITY COMPENSATION
                                   BE ISSUED UPON EXERCISE     EXERCISE PRICE OF         PLANS (EXCLUDING
                                   OF OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,     SECURITIES REFLECTED
PLAN CATEGORY                        WARRANTS AND RIGHTS      WARRANTS AND RIGHTS          IN COLUMN(A))
- -------------                      -----------------------   ----------------------   -----------------------
                                             (A)                      (B)                       (C)
                                   -----------------------   ----------------------   -----------------------
                                                                             
Equity compensation plans
  approved by security
  holders(1).....................        24,381,783                  $31.83                 72,961,015(2)
Equity compensation plans not
  approved by security holders...              None                      --                       None
  Total..........................        24,381,783                  $31.83                 72,961,015


- ---------------

(1) Includes the MetLife, Inc. 2000 Stock Incentive Plan (the "2000 Stock Plan")
    and the MetLife, Inc. 2000 Directors Stock Plan (the "2000 Directors Stock
    Plan") each of which was approved by

                                       149


Metropolitan Life Insurance Company, the sole shareholder of the Holding Company
at the time of approval. The policyholders of Metropolitan Life Insurance
Company entitled to vote on its plan of reorganization (the "plan of
     reorganization") approved that plan of reorganization, which included both
     the 2000 Stock Plan and the 2000 Directors Stock Plan. The policyholders
     entitled to so vote received a summary description of each plan, including
     the applicable limits on the number of shares available for issuance under
     each plan.

(2) The aggregate number of shares of common stock of the Holding Company
    ("Shares") reserved for issuance under the MetLife, Inc. 2005 Stock and
    Incentive Compensation Plan (the "2005 Stock Plan"), is 68,000,000. In
    addition, as of December 31, 2005, 12,207,163 additional Shares that were
    available but had not been utilized under the 2000 Stock Plan, including
    Shares recovered due to forfeiture or expiration of awards, were available
    for issuance under the 2005 Stock Plan.

     Under the 2005 Stock Plan, awards granted may be in the form of stock
     options, Stock Appreciation Rights, Restricted Stock or Restricted Stock
     Units, Performance Shares or Performance Share Units, Cash-Based Awards,
     and Stock-Based Awards (each as defined in the 2005 Stock Plan). Stock
     options, Performance Shares, Restricted Stock Units and Stock-Based Awards
     have been awarded under the 2005 Stock Plan.

     Under the award agreements that apply to the Performance Share awards,
     Shares are payable to eligible award recipients following the conclusion of
     the performance period. The number of shares payable is determined by
     multiplying the number of performance shares by a performance factor (from
     0% to 200%) based on the performance of the Holding Company with respect to
     (i) change in annual net operating earnings per share; and (ii)
     proportionate total shareholder return, as defined, as a percentile the
     performance of other companies in the Standard & Poor's Insurance Index,
     with regard to the performance period. Outstanding Performance Shares are
     reflected as reducing the number of Shares remaining for issuance at the
     maximum payout.

     Under the award agreements that apply to the Restricted Stock Unit awards,
     Shares equal to the number of Restricted Stock Units awarded are payable to
     eligible award recipients on the third anniversary of the date the
     Restricted Stock Units were granted. Outstanding Restricted Stock Units are
     reflected as reducing the number of Shares remaining for issuance.

     Under the Long-Term Performance Compensation Plan ("LTPCP"), individual
     incentive opportunities were set for each participant at the beginning of
     each performance period. Final award payouts reflect between 90% and 110%
     of the product of each individual's incentive opportunity multiplied by the
     total shareholder return on the Holding Company's common stock during the
     performance period. Awards are paid in whole or in part in Shares, as
     determined by the Board, at the end of each performance period. Outstanding
     opportunities under the LTPCP are reflected as reducing the number of
     Shares remaining for issuance at the target payout of 100% to reflect the
     pattern of past Board determinations of final payouts, further multiplied
     by 75% to reflect current Board practices regarding the proportion of award
     payouts made in Shares. Payouts in Shares since April 15, 2005 on awards
     for outstanding opportunities under the LTPCP have been Stock-Based Awards
     under the 2005 Stock Plan.

     Furthermore, each Share issued under the 2005 Stock Plan in connection with
     awards other than stock options or Stock Appreciation Rights (including
     Shares payable on account of Performance Shares, Restricted Stock Units,
     and Stock-Based Awards) reduces the number of Shares remaining for issuance
     under the 2005 Stock Plan by 1.179 Shares. Accordingly, outstanding
     Restricted Stock Units, outstanding Performance Shares, and outstanding
     opportunities under the LTPCP are reflected as reducing the number of
     Shares remaining for issuance by a factor of 1.179. Each Share issued under
     the 2005 Stock Plan in connection with a stock option or Stock Appreciation
     Right reduces the number of Shares remaining for issuance under that plan
     by 1.0. Accordingly, outstanding stock options are reflected as reducing
     the number of Shares remaining for issuance by a factor of 1.0.

     Under the MetLife, Inc. 2005 Non-Management Director Stock Compensation
     Plan (the "2005 Directors Stock Plan"), awards granted may be in the form
     of non-qualified stock options, Stock Appreciation Rights, Restricted Stock
     or Restricted Stock Units, or Stock-Based Awards (each as defined in the

                                       150


     2005 Directors Stock Plan). Share awards have been made under the 2005
     Directors Stock Plan. The number of Shares reserved for issuance under the
     2005 Directors Stock Plan is 2,000,000.

     Under both the 2005 Stock Plan and the 2005 Directors Stock Plan, in the
     event of a corporate event or transaction (including, but not limited to, a
     change in the Shares or the capitalization of the Holding Company) such as
     a merger, consolidation, reorganization, recapitalization, separation,
     stock dividend, extraordinary dividend, stock split, reverse stock split,
     split up, spin-off, or other distribution of stock or property of the
     Holding Company, combination of securities, exchange of securities,
     dividend in kind, or other like change in capital structure or distribution
     (other than normal cash dividends) to shareholders of the Holding Company,
     or any similar corporate event or transaction, the appropriate committee of
     the Board of Directors of the Holding Company (each, a "Committee"), in its
     sole discretion, in order to prevent dilution or enlargement of
     participants' rights under the applicable plan, shall substitute or adjust,
     as applicable, the number and kind of Shares that may be issued under that
     plan and the number and kind of Shares subject to outstanding awards. Any
     Shares related to awards under either plan which (i) terminate by
     expiration, forfeiture, cancellation, or otherwise without the issuance of
     Shares, (ii) are settled in cash either in lieu of Shares or otherwise, or
     (iii) are exchanged with the appropriate Committee's permission for awards
     not involving Shares, are available again for grant under the applicable
     plan. If the option price of any option granted under either plan or the
     tax withholding requirements with respect to any award granted under either
     plan are satisfied by tendering Shares to the Holding Company (by either
     actual delivery or by attestation), or if a Stock Appreciation Right is
     exercised, only the number of Shares issued, net of the Shares tendered, if
     any, will be deemed delivered for purposes of determining the maximum
     number of Shares available for issuance under that plan. The maximum number
     of Shares available for issuance under either plan shall not be reduced to
     reflect any dividends or dividend equivalents that are reinvested into
     additional Shares or credited as additional Restricted Stock, Restricted
     Stock Units, or Stock-Based Awards.

     Share awards were made under a separate Share award authorization under the
     2000 Directors Stock Plan. Those awards have not reduced the number of
     Shares currently remaining for issuance.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information called for by this Item is incorporated herein by reference
to the section entitled "Corporate Governance -- Information about the Board of
Directors -- Certain Relationships and Related Transactions" in the 2006 Proxy
Statement.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information called for by this item is incorporated herein by reference
to the section entitled "Proposal Two -- Ratification of Appointment of the
Independent Auditor" in the 2006 Proxy Statement.

                                       151


                                    PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     The following documents are filed as part of this report:

          1. Financial Statements

          The financial statements are listed in the Index to Consolidated
     Financial Statements and Schedules on page 144.

          2. Financial Statement Schedules

          The financial statement schedules are listed in the Index to
     Consolidated Financial Statements and Schedules on page 144.

          3. Exhibits

          The exhibits are listed in the Exhibit Index which begins on page E-1.

                                       152


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

February 28, 2006

                                          METLIFE, INC.

                                          By: /s/ ROBERT H. BENMOSCHE
                                            ------------------------------------
                                            Name: Robert H. Benmosche
                                            Title:   Chairman of the Board
                                                and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                       DATE
                    ---------                                     -----                       ----
                                                                               

              /s/ CURTIS H. BARNETTE                             Director               February 28, 2006
 ------------------------------------------------
                Curtis H. Barnette


             /s/ BURTON A. DOLE, JR.                             Director               February 28, 2006
 ------------------------------------------------
               Burton A. Dole, Jr.


               /s/ CHERYL W. GRISE                               Director               February 28, 2006
 ------------------------------------------------
                 Cheryl W. Grise


              /s/ JAMES R. HOUGHTON                              Director               February 28, 2006
 ------------------------------------------------
                James R. Houghton


                /s/ HARRY P. KAMEN                               Director               February 28, 2006
 ------------------------------------------------
                  Harry P. Kamen


               /s/ HELENE L. KAPLAN                              Director               February 28, 2006
 ------------------------------------------------
                 Helene L. Kaplan


                /s/ JOHN M. KEANE                                Director               February 28, 2006
 ------------------------------------------------
                  John M. Keane


                /s/ JAMES M. KILTS                               Director               February 28, 2006
 ------------------------------------------------
                  James M. Kilts


             /s/ CHARLES M. LEIGHTON                             Director               February 28, 2006
 ------------------------------------------------
               Charles M. Leighton


                                       153




                    SIGNATURE                                     TITLE                       DATE
                    ---------                                     -----                       ----

                                                                               

              /s/ SYLVIA M. MATHEWS                              Director               February 28, 2006
 ------------------------------------------------
                Sylvia M. Mathews


                /s/ HUGH B. PRICE                                Director               February 28, 2006
 ------------------------------------------------
                  Hugh B. Price


             /s/ KENTON J. SICCHITANO                            Director               February 28, 2006
 ------------------------------------------------
               Kenton J. Sicchitano


            /s/ WILLIAM C. STEERE, JR.                           Director               February 28, 2006
 ------------------------------------------------
              William C. Steere, Jr.


             /s/ ROBERT H. BENMOSCHE                 Chairman of the Board and Chief    February 28, 2006
 ------------------------------------------------           Executive Officer
               Robert H. Benmosche                    (Principal Executive Officer)


             /s/ C. ROBERT HENRIKSON                  Director, President and Chief     February 28, 2006
 ------------------------------------------------           Operating Officer
               C. Robert Henrikson


              /s/ WILLIAM J. WHEELER                   Executive Vice-President and     February 28, 2006
 ------------------------------------------------        Chief Financial Officer
                William J. Wheeler                    (Principal Financial Officer)


           /s/ JOSEPH J. PROCHASKA, JR.                 Executive Vice-President,       February 28, 2006
 ------------------------------------------------      Finance Operations and Chief
             Joseph J. Prochaska, Jr.                       Accounting Officer
                                                      (Principal Accounting Officer)


                                       154


                                 EXHIBIT INDEX



  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
   2.1         Plan of Reorganization (Incorporated by reference to Exhibit
               2.1 to MetLife, Inc.'s Registration Statement on Form S-1
               (No. 333-91517) (the "S-1 Registration Statement")).........
   2.2         Amendment to Plan of Reorganization dated as of March 9,
               2000 (Incorporated by reference to Exhibit 2.2 to the S-1
               Registration Statement).....................................
   2.3         Acquisition Agreement between MetLife, Inc. and Citigroup
               Inc., dated as of January 31, 2005 (Incorporated by
               reference to Exhibit 2.1 to MetLife, Inc.'s Current Report
               on Form 8-K dated February 4, 2005).........................
   3.1         Amended and Restated Certificate of Incorporation of
               MetLife, Inc. (Incorporated by reference to Exhibit 3.1 to
               MetLife, Inc.'s Annual Report on Form 10-K for the fiscal
               year ended December 31, 2000 (the "2000 Annual Report"))....
   3.2         Certificate of Designations of Floating Rate Non-Cumulative
               Preferred Stock, Series A, of MetLife, Inc., filed with the
               Secretary of State of Delaware on June 10, 2005
               (Incorporated by reference to Exhibit 99.5 to MetLife,
               Inc.'s Registration Statement on Form 8-A filed on June 10,
               2005).......................................................
   3.3         Certificate of Designations of 6.50% Non-Cumulative
               Preferred Stock, Series B, of MetLife, Inc., filed with the
               Secretary of State of Delaware on June 14, 2005
               (Incorporated by reference to Exhibit 99.5 to MetLife,
               Inc.'s Registration Statement on Form 8-A filed on June 15,
               2005).......................................................
   3.4         MetLife, Inc. Amended and Restated By-Laws effective July
               27, 2004 (Incorporated by reference to Exhibit 3.2 to
               MetLife, Inc.'s Quarterly Report on Form 10-Q for the
               quarter ended June 30, 2004 (the "Second Quarter 2004
               10-Q")).....................................................
   4.1(a)      Indenture dated as of November 9, 2001 between MetLife, Inc.
               and Bank One Trust Company, N.A. (predecessor to J.P. Morgan
               Trust Company, National Association) relating to Senior Debt
               Securities (Incorporated by reference to Exhibit 4.1 to
               MetLife, Inc.'s Current Report on Form 8-K dated November
               28, 2001 (the "2001 Form 8-K")).............................
   4.1(b)      Form of Indenture for Senior Debt Securities between
               MetLife, Inc. and one or more banking institutions to be
               qualified as Trustee pursuant to Section 305(b)(2) of the
               Trust Indenture Act of 1939 (Incorporated by reference to
               Exhibit 4.1(a), except for the name of the trustee).........
   4.2         First Supplemental Indenture dated as of November 27, 2001
               between MetLife, Inc. and Bank One Trust Company, N.A.
               (predecessor to J.P. Morgan Trust Company, National
               Association) relating to the 5.25% Senior Notes due December
               1, 2006 (Incorporated by reference to Exhibit 4.2 to the
               2001 Form 8-K)..............................................
   4.3         Second Supplemental Indenture dated as of November 27, 2001
               between MetLife, Inc. and Bank One Trust Company, N.A.
               (predecessor to J.P. Morgan Trust Company, National
               Association) relating to the 6.125% Senior Notes due
               December 1, 2011 (Incorporated by reference to Exhibit 4.3
               to the 2001 Form 8-K).......................................
   4.4         Third Supplemental Indenture dated as of December 10, 2002
               between MetLife, Inc. and Bank One Trust Company, N.A.
               (predecessor to J.P. Morgan Trust Company, National
               Association) relating to the 5.375% Senior Notes due
               December 15, 2012 (Incorporated by reference to Exhibit 4.1
               to MetLife, Inc.'s Current Report on Form 8-K dated December
               17, 2002 (the "2002 Form 8-K")).............................
   4.5         Fourth Supplemental Indenture dated as of December 10, 2002
               between MetLife, Inc. and Bank One Trust Company, N.A.
               (predecessor to J.P. Morgan Trust Company, National
               Association) relating to the 6.50% Senior Notes due December
               15, 2032 (Incorporated by reference to Exhibit 4.2 to the
               2002 Form 8-K)..............................................


                                       E-1




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
   4.6         Fifth Supplemental Indenture dated as of November 21, 2003
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.) relating to the 5.875% Senior Notes due
               November 21, 2033 (Incorporated by reference to Exhibit 4.1
               to MetLife, Inc.'s Current Report on Form 8-K dated November
               21, 2003 (the "Retail Form 8-K")............................
   4.7         Sixth Supplemental Indenture dated as of November 24, 2003
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.) relating to the 5.00% Senior Notes due
               November 24, 2013 (Incorporated by reference to Exhibit 4.1
               to MetLife, Inc.'s Current Report on Form 8-K dated November
               24, 2003 (the "Institutional Form 8-K"))....................
   4.8         Seventh Supplemental Indenture dated as of June 3, 2004
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.50% Senior
               Notes due June 15, 2014 (Incorporated by reference to
               Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K
               dated June 3, 2004 (the "June 2004 Form 8-K"))..............
   4.9         Eighth Supplemental Indenture dated as of June 3, 2004
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 6.375% Senior
               Notes due June 15, 2034 (Incorporated by reference to
               Exhibit 4.3 to the June 2004 Form 8-K)......................
   4.10        Ninth Supplemental Indenture dated as of July 23, 2004
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.50% Senior
               Notes due June 15, 2014 (Incorporated by reference to
               Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K
               dated July 23, 2004 (the "July 2004 Form 8-K")).............
   4.11        Tenth Supplemental Indenture dated as of July 23, 2004
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 6.375% Senior
               Notes due June 15, 2034 (Incorporated by reference to
               Exhibit 4.3 to the July 2004 Form 8-K)......................
   4.12        Eleventh Supplemental Indenture dated as of December 9, 2004
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.375% Senior
               Notes due December 9, 2024 (Incorporated by reference to
               Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K
               dated December 9, 2004 (the "December 2004 Form 8-K"))......
   4.13        Twelfth Supplemental Indenture dated as of June 23, 2005
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.00% Senior
               Notes due June 15, 2015 (Incorporated by reference to
               Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K
               dated June 23, 2005 (the "June 23, 2005 Form 8-K")).........
   4.14        Thirteenth Supplemental Indenture dated as of June 23, 2005
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.70% Senior
               Notes due June 15, 2035 (Incorporated by reference to
               Exhibit 4.3 to the June 23, 2005 Form 8-K)..................
   4.15        Fourteenth Supplemental Indenture dated as of June 29, 2005
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association (as successor to Bank One Trust
               Company, N.A.), as trustee, relating to the 5.25% Senior
               Notes due June 29, 2020 (Incorporated by reference to
               Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K
               dated June 29, 2005 (the "June 29, 2005 Form 8-K")).........
   4.16        Form of 5.25% Senior Note due December 1, 2006 (Included in
               Exhibit 4.2 incorporated by reference to Exhibit 4.2 to the
               2001 Form 8-K)..............................................
   4.17        Form of 6.125% Senior Note due December 1, 2011 (Included in
               Exhibit 4.3 incorporated by reference to Exhibit 4.3 to the
               2001 Form 8-K)..............................................


                                       E-2




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
   4.18        Form of 5.375% Senior Note due December 15, 2012 (Included
               in Exhibit 4.4 incorporated by reference to Exhibit 4.1 to
               the 2002 Form 8-K)..........................................
   4.19        Form of 6.50% Senior Note due December 15, 2032 (Included in
               Exhibit 4.5 incorporated by reference to Exhibit 4.2 to the
               2002 Form 8-K)..............................................
   4.20        Form of 5.875% Senior Note due November 21, 2033 (Included
               in Exhibit 4.6 incorporated by reference to Exhibit 4.1 to
               the Retail Form 8-K)........................................
   4.21        Form of 5.00% Senior Note due November 24, 2013 (Included in
               Exhibit 4.7 incorporated by reference to Exhibit 4.1 to the
               Institutional Form 8-K).....................................
   4.22        Form of 5.50% Senior Note due June 15, 2014 (Included in
               Exhibit 4.8 incorporated by reference to Exhibit 4.1 to the
               June 2004 Form 8-K).........................................
   4.23        Form of 6.375% Senior Note due June 15, 2034 (Included in
               Exhibit 4.9 incorporated by reference to Exhibit 4.3 to the
               June 2004 Form 8-K).........................................
   4.24        Form of 5.50% Senior Note due June 15, 2014 (Included in
               Exhibit 4.10 incorporated by reference to Exhibit 4.1 to the
               July 2004 Form 8-K).........................................
   4.25        Form of 6.375% Senior Note due June 15, 2034 (Included in
               Exhibit 4.11 incorporated by reference to Exhibit 4.3 to the
               July 2004 Form 8-K).........................................
   4.26        Form of 5.375% Senior Note due December 9, 2024 (Included in
               Exhibit 4.12 incorporated by reference to Exhibit 4.1 to the
               December 2004 Form 8-K).....................................
   4.27        Form of 5.00% Senior Note due June 15, 2015 (Included in
               Exhibit 4.13 incorporated by reference to Exhibit 4.1 to the
               June 23, 2005 Form 8-K).....................................
   4.28        Form of 5.70% Senior Note due June 15, 2035 (Included in
               Exhibit 4.14 incorporated by reference to Exhibit 4.3 to the
               June 23, 2005 Form 8-K).....................................
   4.29        Form of 5.25% Senior Note due June 29, 2020 (Included in
               Exhibit 4.15 incorporated by reference to Exhibit 4.1 to the
               June 29, 2005 Form 8-K).....................................
   4.30(a)     Indenture dated as of June 21, 2005 between MetLife, Inc.
               and J.P. Morgan Trust Company, National Association relating
               to Subordinated Debt Securities (the "Subordinated
               Indenture") (Incorporated by reference to Exhibit 4.5 to
               MetLife, Inc.'s Current Report on Form 8-K dated June 22,
               2005 (the "June 22, 2005 Form 8-K"))........................
   4.30(b)     Form of Indenture for Subordinated Debt Securities between
               MetLife, Inc. and one or more banking institutions to be
               qualified as Trustee pursuant to Section 305(b)(2) of the
               Trust Indenture Act of 1939 (Incorporated by reference to
               Exhibit 4.30(a), except for the name of the trustee)........
   4.31        First Supplemental Indenture dated as of June 21, 2005 to
               the Subordinated Indenture between MetLife, Inc. and J.P.
               Morgan Trust Company, National Association (Incorporated by
               reference to Exhibit 4.6 to the June 22, 2005 Form 8-K).....
   4.32        Second Supplemental Indenture dated as of June 21, 2005 to
               the Subordinated Indenture between MetLife, Inc. and J.P.
               Morgan Trust Company, National Association (Incorporated by
               reference to Exhibit 4.8 to the June 22, 2005 Form 8-K).....
   4.33        Form of Series A Debenture (Incorporated by reference to
               Exhibit 4.7 to the June 22, 2005 Form 8-K)..................
   4.34        Form of Series B Debenture (Incorporated by reference to
               Exhibit 4.9 to the June 22, 2005 Form 8-K)..................
   4.35        Certificate of Trust of MetLife Capital Trust II
               (Incorporated by reference to Exhibit 4.6 to MetLife,
               Inc.'s, MetLife Capital Trust II's and MetLife Capital Trust
               III's Registration Statement on Form S-3 (Nos. 333-61282,
               333-61282-01 and 333-61282-02) (the "2001 S-3 Registration
               Statement"))................................................
   4.36        Certificate of Trust of MetLife Capital Trust III
               (Incorporated by reference to Exhibit 4.7 to the 2001 S-3
               Registration Statement).....................................


                                       E-3




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
   4.37        Certificate of Amendment to Certificate of Trust of MetLife
               Capital Trust II (Incorporated by reference to Exhibit 4.5
               to MetLife, Inc.'s, MetLife Capital Trust II's and MetLife
               Capital Trust III's Registration Statement on Form S-3 (Nos.
               333-112073, 333-112073-01 and 333-112073-02) (the "2004 S-3
               Registration Statement"))...................................
   4.38        Certificate of Amendment to Certificate of Trust of MetLife
               Capital Trust III (Incorporated by reference to Exhibit 4.6
               to the 2004 S-3 Registration Statement).....................
   4.39        Amended and Restated Declaration of Trust of MetLife Capital
               Trust II dated as of June 21, 2005 (Incorporated by
               reference to Exhibit 4.16 to the June 22, 2005 Form 8-K)....
   4.40        Amended and Restated Declaration of Trust of MetLife Capital
               Trust III dated as of June 21, 2005 (Incorporated by
               reference to Exhibit 4.17 to the June 22, 2005 Form 8-K)....
   4.41        Guarantee Agreement dated June 21, 2005 by and between
               MetLife, Inc., as Guarantor, and J.P. Morgan Trust Company
               National Association, as Guarantee Trustee, relating to
               MetLife Capital Trust II (Incorporated by reference to
               Exhibit 4.18 to the June 22, 2005 Form 8-K).................
   4.42        Guarantee Agreement dated June 21, 2005 by and between
               MetLife, Inc., as Guarantor, and J.P. Morgan Trust Company,
               National Association, as Guarantee Trustee, relating to
               MetLife Capital Trust III (Incorporated by reference to
               Exhibit 4.19 to the June 22, 2005 Form 8-K).................
   4.43        Removal and Appointment of Trustees of MetLife Capital Trust
               II (Incorporated by reference to Exhibit 4.9 to the 2004 S-3
               Registration Statement).....................................
   4.44        Removal and Appointment of Trustees of MetLife Capital Trust
               III (Incorporated by reference to Exhibit 4.10 to the 2004
               S-3 Registration Statement).................................
   4.45        Form of Certificate for Common Stock, par value $0.01 per
               share (Incorporated by reference to Exhibit 4.1 to the S-1
               Registration Statement).....................................
   4.46        Rights Agreement (Incorporated by reference to Exhibit 10.6
               to the 2000 Annual Report)..................................
   4.47        Form of Certificate of Designation (Included as Exhibit A of
               Exhibit 4.46)...............................................
   4.48        Form of Right Certificate (Included as Exhibit B of Exhibit
               4.46).......................................................
   4.49        Form of Warrant Agreement (Incorporated by reference to
               Exhibit 4.23 to the 2004 S-3 Registration Statement)**......
   4.50        Form of Deposit Agreement (Incorporated by reference to
               Exhibit 4.24 to the 2004 S-3 Registration Statement)**......
   4.51        Form of Depositary Receipt (Included in Exhibit 4.50)**.....
   4.52        Form of Purchase Contract Agreement (Incorporated by
               reference to Exhibit 4.26 to the 2004 S-3 Registration
               Statement)**................................................
   4.53        Form of Pledge Agreement (Incorporated by reference to
               Exhibit 4.27 to the 2004 S-3 Registration Statement)**......
   4.54        Form of Unit Agreement (Incorporated by reference to Exhibit
               4.28 to the 2004 S-3 Registration Statement)**..............
   4.55        Stock Purchase Contract Agreement dated June 21, 2005
               between MetLife, Inc. and J.P. Morgan Trust Company,
               National Association, as Stock Purchase Contract Agent
               (Incorporated by reference to Exhibit 4.1 to the June 22,
               2005 Form 8-K)..............................................
   4.56        Form of Normal Common Equity Unit Certificate (Incorporated
               by reference to Exhibit 4.2 to the June 22, 2005 Form
               8-K)........................................................
   4.57        Form of Stripped Common Equity Unit Certificate
               (Incorporated by reference to Exhibit 4.3 to the June 22,
               2005 Form 8-K)..............................................


                                       E-4




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
   4.58        Pledge Agreement dated as of June 21, 2005 among MetLife,
               Inc., JP Morgan Chase Bank, National Association, as
               Collateral Agent, Custodial Agent and Securities
               Intermediary, and J.P Morgan Trust Company, National
               Association, as Stock Purchase Contract Agent (Incorporated
               by reference to Exhibit 4.4 to the June 22, 2005 Form
               8-K)........................................................
   4.59        Certificate of Designations of Floating Rate Non-Cumulative
               Preferred Stock, Series A, of MetLife, Inc., filed with the
               Secretary of State of Delaware on June 10, 2005 (See Exhibit
               3.2 above)..................................................
   4.60        Form of Stock Certificate, Floating Rate Non-Cumulative
               Preferred Stock, Series A, of MetLife, Inc. (Incorporated by
               reference of Exhibit 99.6 to MetLife, Inc.'s Registration
               Statement on Form 8-A filed on June 10, 2005)...............
   4.61        Certificate of Designations of 6.50% Non-Cumulative
               Preferred Stock, Series B, of MetLife, Inc., filed with the
               Secretary of State of Delaware on June 14, 2005 (See Exhibit
               3.3 above)..................................................
   4.62        Form of Stock Certificate, 6.50% Non-Cumulative Preferred
               Stock, Series B, of MetLife, Inc. (Incorporated by reference
               to Exhibit 99.6 to MetLife, Inc.'s Registration Statement on
               Form 8-A filed on June 15, 2005)............................
  10.1         Form of Amended and Restated Employment Continuation
               Agreement with Mr. Benmosche (Incorporated by reference to
               Exhibit 10.8 to MetLife, Inc.'s Annual Report on Form 10-K
               for the fiscal year ended December 31, 2001 (the "2001
               Annual Report"))*...........................................
  10.2         Form of Amended and Restated Employment Continuation
               Agreement with Messrs. Henrikson and Toppeta (Incorporated
               by reference to Exhibit 10.9 to the 2001 Annual Report)*....
  10.3         Amended and Restated Employment Continuation Agreement with
               Ms. Rein (Incorporated by reference to Exhibit 10.2 to
               MetLife, Inc.'s Current Report on Form 8-K dated May 20,
               2005 (the "May 20, 2005 Form 8-K"))*........................
  10.4         Amended and Restated Employment Continuation Agreement with
               Ms. Weber (Incorporated by reference to Exhibit 10.58 to the
               2001 Annual Report)*........................................
  10.5         Form of Employment Continuation Agreement with Messrs.
               Launer and Lipscomb (Incorporated by reference to Exhibit
               10.1 to MetLife, Inc.'s Quarterly Report on Form 10-Q for
               the quarter ended September 30, 2003 (the "Third Quarter
               2003 10-Q"))*...............................................
  10.6         Form of Employment Continuation Agreement with Mr. Wheeler
               (Incorporated by reference to Exhibit 10.7 to MetLife,
               Inc.'s Annual Report on Form 10-K for the fiscal year ended
               December 31, 2003 (the "2003 Annual Report"))*..............
  10.7         Employment Continuation Agreement with Mr. Kandarian
               (Incorporated by reference to Exhibit 10.1 to the May 20,
               2005 Form 8-K)*.............................................
  10.8         Agreement, Waiver and General Release dated August 18, 2004
               between MetLife Group, Inc. and Stewart G. Nagler
               (Incorporated by reference to Exhibit 10.5 to MetLife,
               Inc.'s Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2004 (the "Third Quarter 2004 10-Q"))*........
  10.9         MetLife, Inc. 2000 Stock Incentive Plan, as amended and
               restated March 28, 2000 (Incorporated by reference to
               Exhibit 10.7 to the S-1 Registration Statement)*............
  10.10        MetLife, Inc. 2000 Stock Incentive Plan, as amended,
               effective February 8, 2002 (Incorporated by reference to
               Exhibit 10.13 to the 2001 Annual Report)*...................
  10.11        Form of Management Stock Option Agreement (Incorporated by
               reference to Exhibit 10.2 to MetLife, Inc.'s Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2002 (the
               "Second Quarter 2002 10-Q"))*...............................
  10.12        Form of Director Stock Option Agreement (Incorporated by
               reference to Exhibit 10.3 to the Second Quarter 2002
               10-Q)*......................................................


                                       E-5




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
  10.13        MetLife, Inc. 2000 Directors Stock Plan, as amended and
               restated March 28, 2000 (Incorporated by reference to
               Exhibit 10.8 to the S-1 Registration Statement)*............
  10.14        MetLife, Inc. 2000 Directors Stock Plan, as amended
               effective February 8, 2002 (Incorporated by reference to
               Exhibit 10.16 to the 2001 Annual Report)*...................
  10.15        MetLife, Inc. 2005 Stock and Incentive Compensation Plan,
               effective April 15, 2005 (the "2005 SIC Plan") (Incorporated
               by reference to Exhibit 10.2 to MetLife, Inc.'s Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2004
               (the "First Quarter 2004 10-Q"))*...........................
  10.16        MetLife, Inc. 2005 Non-Management Director Stock
               Compensation Plan, effective April 15, 2005 (Incorporated by
               reference to Exhibit 10.3 to the First Quarter 2004
               10-Q)*......................................................
  10.17        Form of Management Stock Option Agreement under the 2005 SIC
               Plan (Incorporated by reference to Exhibit 10.1 to MetLife,
               Inc.'s Current Report on Form 8-K dated February 28, 2005
               (the "February 28, 2005 Form 8-K"))*........................
  10.18        Form of Management Restricted Stock Unit Agreement under the
               2005 SIC Plan (Incorporated by reference to Exhibit 10.19 to
               MetLife, Inc.'s Annual Report on Form 10-K for the fiscal
               year ended December 31, 2004 (the "2004 Annual Report"))*...
  10.19        Amendment to Management Restricted Stock Unit Agreement
               under the 2005 SIC Plan (effective December 31, 2005)
               (Incorporated by reference to MetLife, Inc.'s Current Report
               on Form 8-K dated January 10, 2006 (the "January 10, 2006
               Form 8-K"))*................................................
  10.20        Form of Management Restricted Stock Unit Agreement under the
               2005 SIC Plan (effective December 31, 2005) (Incorporated by
               reference to Exhibit 10.4 to the January 10, 2006 Form
               8-K)*.......................................................
  10.21        Form of Management Performance Share Agreement under the
               2005 SIC Plan (Incorporated by reference to Exhibit 10.2 to
               the February 28, 2005 Form 8-K)*............................
  10.22        Clarification of Management Performance Share Agreement
               under the 2005 SIC Plan (Incorporated by reference to
               Exhibit 10.3 to MetLife, Inc.'s Current Report on Form 8-K
               dated December 19, 2005 (the "December 19, 2005 Form
               8-K"))*.....................................................
  10.23        Amendment to Management Performance Share Agreement under
               the 2005 SIC Plan (effective December 31, 2005)
               (Incorporated by reference to Exhibit 10.1 to the January
               10, 2006 Form 8-K))*........................................
  10.24        Form of Management Performance Share Agreement under the
               2005 SIC Plan (effective December 31, 2005) (Incorporated by
               reference to Exhibit 10.3 to the January 10, 2006 Form
               8-K)*.......................................................
  10.25        Policyholder Trust Agreement (Incorporated by reference to
               Exhibit 10.12 to the S-1 Registration Statement)............
  10.26        Restatement of the Excess Asbestos Indemnity Insurance
               Policy, dated as of December 31, 1998, between Stockwood
               Reinsurance Company, Ltd. and Metropolitan Life Insurance
               Company (Incorporated by reference to Exhibit 10.13 to the
               S-1 Registration Statement).................................
  10.27        Restatement of the Excess Asbestos Indemnity Insurance
               Policy, dated as of December 31, 1998, between European
               Reinsurance Corporation of America and Metropolitan Life
               Insurance Company (Incorporated by reference to Exhibit
               10.14 to the S-1 Registration Statement)....................
  10.28        Restatement of the Excess Asbestos Indemnity Insurance
               Policy, dated as of December 31, 1998, between Granite State
               Insurance Company and Metropolitan Life Insurance Company
               (Incorporated by reference to Exhibit 10.16 to the S-1
               Registration Statement).....................................


                                       E-6




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
  10.29        Five-Year Credit Agreement, dated as of April 23, 2004,
               among MetLife, Inc., Metropolitan Life Insurance Company,
               MetLife Funding, Inc. and the other parties signatory
               thereto (Incorporated by reference to Exhibit 10.1 to the
               Second Quarter 2004 10-Q)...................................
  10.30        Five-Year Credit Agreement, dated as of April 22, 2005,
               among MetLife, Inc. and MetLife Funding, Inc., as borrowers,
               and other parties signatory thereto (Incorporated by
               reference to Exhibit 10.1 to MetLife, Inc.'s Current Report
               on Form 8-K dated April 28, 2005 (the "April 28, 2005 Form
               8-K"))......................................................
  10.31        Amended and Restated Five-Year Letter of Credit and
               Reimbursement Agreement, dated as of April 25, 2005, among
               MetLife, Inc., The Travelers Life and Annuity Reinsurance
               Company, and other parties signatory thereto (Incorporated
               by reference to Exhibit 10.2 to the April 28, 2005 Form
               8-K)........................................................
  10.32        Credit Agreement (bridge), dated as of May 16, 2005, among
               MetLife, Inc., as borrower, and other parties signatory
               thereto (Incorporated by reference to Exhibit 10.3 to the
               May 20, 2005 Form 8-K) (Terminated as reported in MetLife,
               Inc.'s Current Report on Form 8-K dated July 8, 2005 (the
               "July 8, 2005 Form 8-K"))...................................
  10.33        Stipulation of Settlement, as amended, relating to
               Metropolitan Life Insurance Company Sales Practices
               Litigation (Incorporated by reference to Exhibit 10.21 to
               the S-1 Registration Statement).............................
  10.34        Long-Term Performance Compensation Plan (for performance
               periods starting on or after April 1, 2001, as amended)
               (Incorporated by reference to Exhibit 10.24 to MetLife,
               Inc.'s Annual Report on Form 10-K for the fiscal year ended
               December 31, 2002 (the "2002 Annual Report"))*..............
  10.35        MetLife Annual Variable Incentive Plan ("AVIP")
               (Incorporated by reference to Exhibit 10.1 to the First
               Quarter 2004 10-Q)*.........................................
  10.36        Amendment Number One to the AVIP (Incorporated by reference
               to Exhibit 10.2 to the December 19, 2005 Form 8-K)*.........
  10.37        Resolutions of the MetLife, Inc. Board of Directors (adopted
               December 13, 2005) regarding the selection of performance
               measures for 2006 awards under the AVIP (Incorporated by
               reference to Exhibit 10.1 to the December 19, 2005 Form
               8-K)*.......................................................
  10.38        Metropolitan Life Auxiliary Savings and Investment Plan (as
               amended and restated, effective May 4, 2005) (Incorporated
               by reference to Exhibit 10.2 to MetLife, Inc.'s Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2005
               (the "First Quarter 2005 10-Q"))*...........................
  10.39        Amendment, dated as of August 1, 2005, to the Metropolitan
               Life Auxiliary Savings and Investment Plan (effective as of
               July 1, 2005) (Incorporated by reference to Exhibit 10.7 to
               MetLife, Inc.'s Quarterly Report on Form 10-Q for the
               quarter ended June 30, 2005 (the "Second Quarter 2005
               10-Q"))*....................................................
  10.40        1993 Fiscal Agency Agreement between Metropolitan Life
               Insurance Company and The Chase Manhattan Bank, N.A., dated
               as of November 1, 1993 (Incorporated by reference to Exhibit
               10.45 to the S-1 Registration Statement)....................
  10.41        1995 Fiscal Agency Agreement between Metropolitan Life
               Insurance Company and The Chase Manhattan Bank, N.A., dated
               as of November 13, 1995 (Incorporated by reference to
               Exhibit 10.46 to the S-1 Registration Statement)............
  10.42        Fiscal Agency Agreement between New England Mutual Life
               Insurance Company and The First National Bank of Boston,
               dated as of February 10, 1994 (Incorporated by reference to
               Exhibit 10.47 to the S-1 Registration Statement)............
  10.43        Fiscal Agency Agreement between General American Life
               Insurance Company and The Bank of New York, dated as of
               January 24, 1994 (Incorporated by reference to Exhibit 10.48
               to the S-1 Registration Statement)..........................


                                       E-7




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
  10.44        MetLife Deferred Compensation Plan for Officers, as amended
               and restated, effective November 1, 2003 (Incorporated by
               reference to Exhibit 10.5 to the Third Quarter 2003
               10-Q)*......................................................
  10.45        Amendment Number One to the MetLife Deferred Compensation
               Plan for Officers, dated May 4, 2005 (Incorporated by
               reference to Exhibit 10.1 to the First Quarter 2005
               10-Q")*.....................................................
  10.46        Amendment Number Two to the MetLife Deferred Compensation
               Plan for Officers, effective December 14, 2005 (Incorporated
               by reference to Exhibit 10.7 to the December 19, 2005 Form
               8-K)*.......................................................
  10.47        MetLife Leadership Deferred Compensation Plan, dated
               December 14, 2005 (Incorporated by reference to Exhibit 10.6
               to the December 19, 2005 Form 8-K)*.........................
  10.48        MetLife Deferred Compensation Plan for Outside Directors,
               effective December 9, 2003 (Incorporated by reference to
               Exhibit 10.55 to the 2003 Annual Report)*...................
  10.49        The MetLife Non-Management Directors Deferred Compensation
               Plan (Incorporated by reference to Exhibit 4.1 to MetLife,
               Inc.'s Registration Statement on Form S-8 (No.
               333-121342))*...............................................
  10.50        MetLife Non-Management Director Deferred Compensation Plan,
               dated December 15, 2005 (Incorporated by reference to
               Exhibit 10.5 to the December 19, 2005 Form 8-K)*............
  10.51        Summary of Non-Management Director Compensation (effective
               April 25, 2006) (Incorporated by reference to Exhibit 10.1
               to MetLife, Inc.'s Current Report on Form 8-K dated January
               20, 2006)*..................................................
  10.52        General American Life Insurance Company Directors' Deferred
               Savings Plan for Non-Employee Directors 2002 (Incorporated
               by reference to Exhibit 10.67 to the 2001 Annual Report)*...
  10.53        MetLife Auxiliary Pension Plan dated October 31, 2003 (as
               amended and restated, effective January 1, 2003)
               (Incorporated by reference to Exhibit 10.59 to the 2003
               Annual Report)*.............................................
  10.54        MetLife Plan for Transition Assistance for Officers, dated
               January 7, 2000, as amended (the "MPTA") (Incorporated by
               reference to Exhibit 10.4 to the Third Quarter 2004
               10-Q)*......................................................
  10.55        Amendment Number Ten to the MPTA, dated January 26, 2005*...
  10.56        Amendment Number Eleven to the MPTA, dated February 28,
               2006*.......................................................
  10.57        Metropolitan Life Auxiliary Death Benefits Plan, effective
               as of January 1, 1987, as amended (Incorporated by reference
               to Exhibit 10.55 to the 2004 Annual Report)*................
  10.58        Termination of the Metropolitan Life Auxiliary Death
               Benefits Plan, dated August 1, 2005 (Incorporated by
               reference to Exhibit 10.8 to the Second Quarter 2005
               10-Q)*......................................................
  10.59        One Madison Avenue Purchase and Sale Agreement, dated as of
               March 29, 2005, between Metropolitan Life Insurance Company,
               as Seller, and 1 Madison Venture LLC and Column Financial,
               Inc., collectively, as Purchaser (Incorporated by reference
               to Exhibit 10.1 to MetLife, Inc.'s Current Report on Form
               8-K dated April 4, 2005 (the "April 4, 2005 Form 8-K")).....
  10.60        MetLife Building, 200 Park Avenue, New York, NY Purchase and
               Sale Agreement, dated as of April 1, 2005, between
               Metropolitan Tower Life Insurance Company, as Seller, and
               Tishman Speyer Development, L.L.C., as Purchaser
               (Incorporated by reference to Exhibit 10.2 to the April 4,
               2005 Form 8-K)..............................................
  10.61        International Distribution Agreement dated as of July 1,
               2005 between MetLife, Inc. and Citigroup Inc. (Incorporated
               by reference to Exhibit 10.1 to the July 8, 2005 Form
               8-K)........................................................


                                       E-8




  EXHIBIT                                                                     PAGE
    NO.                                DESCRIPTION                            NO.
  -------                              -----------                            ----
                                                                        
  10.62        Domestic Distribution Agreement dated as of July 1, 2005
               between MetLife, Inc. and Citigroup Inc. (Incorporated by
               reference to Exhibit 10.2 to the July 8, 2005 Form 8-K).....
  10.63        Investor Rights Agreement dated as of July 1, 2005 by and
               among Citigroup Inc., MetLife, Inc. and Citigroup Insurance
               Holding Corporation (Incorporated by reference to Exhibit
               10.3 to the July 8, 2005 Form 8-K)..........................
  10.64        Transition Services Agreement dated as of July 1, 2005 by
               and between Citigroup Inc. and MetLife, Inc. (Incorporated
               by reference to Exhibit 10.4 to the July 8, 2005 Form
               8-K)........................................................
  10.65        Agreement, dated as of the Effective Date as defined
               therein, by and between Robert H. Benmosche and MetLife,
               Inc.*.......................................................
  12.1         Statement re: Computation of Ratios of Earnings to Fixed
               Charges.....................................................
  21.1         Subsidiaries of the Registrant..............................
  23.1         Consent of Deloitte & Touche LLP............................
  31.1         Certification of Chief Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.......................
  31.2         Certification of Chief Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.......................
  32.1         Certification of Chief Executive Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.......................
  32.2         Certification of Chief Financial Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.......................


- ---------------
 * Indicates management contracts or compensatory plans or arrangements.

** Indicates document to be filed as an exhibit to a Current Report on Form 8-K
   or Quarterly Report on Form 10-Q pursuant to Item 601 of Regulation S-K and
   incorporated herein by reference.

                                       E-9

EX-10.55

                                                                   EXHIBIT 10.55


                              AMENDMENT NUMBER TEN

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
           ----------------------------------------------------------
The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

1.   The Plan is hereby amended by adding the following Section:

          "Section 10.2 2004-2005 State Street Sale. Notwithstanding the terms
          of Sections 1.4.05(b)(2) (part of "Discontinuation of Employment"),
          1.4.08 ("Discontinuance of Employment under the Provisions of the
          Company's Staffing Adjustment Policy"), 1.4.11 ("Job Elimination"),
          and 1.4.12 ("Job Elimination Participant") to the contrary, an
          Employee whose employment is discontinued as direct result of the sale
          of the equity or assets of SSRM Holdings, Inc. or its subsidiaries
          initiated in 2004 and consummated in 2005 (the "State Street Sale")
          and who thereafter begins employment in any capacity with Blackrock
          Financial Management, Inc. or any of its affiliates (each, a
          "2004-2005 State Street Sale Affected Employee"):


               (a)  shall for all purposes other than those described in Section
                    10.2(b) of the Plan and otherwise as provided by applicable
                    plan or arrangement, be deemed to be a Job Elimination
                    Participant; and

               (b)  shall not be granted or eligible for Severance Pay or
                    Outplacement Assistance under the Plan."




2.   This amendment shall be effective as of August 25, 2004.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company has caused this
amendment to be executed by an officer thereunto duly authorized on the date(s)
noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY


By: /s/ James N. Heston
    ---------------------------
    James Heston
    Senior Vice President

Date: January 26, 2005
      ------------------



                                       2

EX-10.56

                                                                   EXHIBIT 10.56

                           AMENDMENT NUMBER ELEVEN TO
                           --------------------------
             THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
             -------------------------------------------------------

         The METLIFE PLAN FOR TRANSITION ASSISTANCE (the "Plan") is hereby
amended as follows:

         1. Section 4.2 of the Plan is hereby amended by replacing it in its
entirety with the following:

         SS. 4.2 PAYMENT OF SEVERANCE PAY: Payment of Severance Pay shall be
         made in a lump sum as soon as practicable following the legally
         effective date of the Separation Agreement; provided, however, that a
         Participant whose Date of Discontinuance of Employment is on or before
         December 31, 2006, and who was notified by the Participant's management
         in writing no later than June 30, 2006 that the Participant's Date of
         Discontinuance of Employment was anticipated to be no later than
         December 31, 2006, shall have the opportunity (in such form as
         determined by the Plan Administrator) to elect to receive Severance Pay
         in installments paid on or about the same dates and by similar means as
         the Company's or Subsidiary's payroll payments, commencing after the
         effective date of the Separation Agreement and ending on the next
         payroll date following the number of weeks of Equivalent Week's Salary
         to be paid to the Participant in Severance Pay following the
         Participant's Date of Discontinuance of Employment; provided further,
         that if the Participant has elected to receive Severance Pay in
         installments and the time over which installment payments of Severance
         Pay are to be made has expired prior to the effective date of the
         Separation Agreement, Severance Pay will be paid in a lump sum as soon
         as practicable following the effective date of the Separation
         Agreement; provided further, that if the Participant has elected to
         receive Severance Pay in installments and the time over which
         installment payments of Severance Pay are to be made would otherwise
         end later than March 15 of the calendar year following the Date of
         Discontinuance of Employment (the "Payment Deadline"), any Severance
         Pay remaining unpaid as of the Payment Deadline will be paid in a lump
         sum on the later of the Payment Deadline or the effective date of the
         Separation Agreement; provided further, that unless waived by the Plan
         Administrator in its sole and absolute discretion, a Participant's
         election shall be final and irrevocable. No interest on any delayed or
         installment payment of Severance Pay to the Participant shall be due.

         2. Section 1.4.11 of the Plan is hereby amended by replacing it in its
entirety with the following:

         SS. 1.4.11 JOB ELIMINATION: "Job Elimination" means the Company's or
         Subsidiary's determination that an Employee's position has been or will
         be eliminated because of a Company or Subsidiary staffing adjustment or
         other organizational change, expense reduction considerations, office
         closings or relocations (including but not limited to adjustments in
         the number of staff in a department or unit or the elimination of all
         or some of the functions of a department or unit), in which the
         Employee will not be replaced by another person in the same position,
         except where the Employee was, as of or immediately before the Date of
         Discontinuance of Employment, on a leave of absence or otherwise in
         inactive status for more than one year (i.e., does not return from
         leave or inactive status by the first anniversary of the beginning of
         the leave or inactive status)


         and is not returning immediately upon the conclusion of either (a)
         leave under the Family and Medical Leave Act or other law providing
         legally-protected leave, or (b) leave granted by the Company or
         Subsidiary as a reasonable accommodation of medical limitations.

         3. Section 1.4.05(b) of the Plan is hereby amended by replacing each
reference to "Affiliate" with "MetLife Enterprise Affiliate."

         4. Section 4.4 of the Plan is hereby amended by replacing each
reference to "Affiliate" with "MetLife Enterprise Affiliate."

         5. Article 1 of the Plan is hereby amended by adding Section 1.4.22:

         SS. 1.4.22 METLIFE ENTERPRISE AFFILIATE: "MetLife Enterprise Affiliate"
         means MetLife, Inc., any Affiliate, or any "affiliate" of MetLife, Inc.
         as that terms is defined in Rule 12b-2 of the General Rules and
         Regulations of the Securities Exchange Act of 1934, as amended from
         time to time, including any corporation, partnership, joint venture,
         limited liability company, or other entity in which MetLife, Inc. owns,
         directly or indirectly, at least fifty percent (50%) of the total
         combined number of all securities entitling the holders thereof to vote
         in an annual election of directors of the company, or of the capital
         interests or profits interest of such partnership or entity.

         6. Section 1.4.16(c) of the Plan is hereby amended by replacing it in
its entirety with the following:

              (c) if the Employee's performance rating on the most recent annual
              performance review is "2," whose performance rating for the annual
              performance review immediately preceding the most recent annual
              review is no lower than "3;"

         7. Section 5.5 of the Plan is hereby amended by adding Section 5.5(c)
as follows:

              (c) Any person must exhaust the claims and review process
              described in this Section 5.5 of the Plan as a condition of
              bringing legal action under or related to the Plan. No claim for
              rights or benefits under the Plan, or otherwise arising under the
              Plan, will be valid if it is brought more than six (6) months
              after the end of the Plan Year in which that person's Date of
              Discontinuance occurred. No suit to recover benefits under this
              Plan shall be brought more than six months (6) months following
              the exhaustion of the claims and review process described in this
              Plan.

         8. Section 1.4.05(b)(4) is hereby amended by replacing the reference to
"Subsidiary" with "MetLife Enterprise Affiliate."

         9. Section 1.4.21 is hereby amended by deleting Sections 1.4.21(b)
"MetLife Securities, Inc.," 1.4.21(c) "MetLife Trust Company, N.A.," and
1.4.21(d) "Edison Supply and Distribution, Inc.," in their respective
entireties, and relettering the resulting parts of Section 1.4.21 accordingly.

         10. Section 1.4.19 is hereby amended by replacing each reference to
"the Other Information" section of the MetLife Options Plus Summary Plan
Description Book" and each reference to "the MetLife Options Plus


Summary Plan Description Book" and each reference to "the Company's Continuous
Service Date Policy" with "the Summary Plan Description of the Metropolitan Life
Retirement Plan for United States Employees."

         11. Section 1.4.09(c)(1) of the Plan is hereby amended by replacing it
in its entirety with the following:

              "(1) an officer of the Company, MetLife Group, Inc., Metropolitan
              Property and Casualty Insurance Company, or MetLife Bank, National
              Association;"

         12. Section 1.4.09(c) of the Plan is hereby amended by deleting Section
1.4.09(c)(2) "an employee of MetLife Trust Company, N.A. holding the title of
President or Senior Vice President;" and relettering the resulting parts of
Section 1.4.09(c) accordingly.

         13. This amendment shall be effective with regard to Participants with
a Date of Discontinuance of Employment on or after March 2, 2006, but will not
apply to any Participant whose Separation Agreement became final prior to
January 1, 2006.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by an
officer thereunto duly authorized on the date noted below the officer's
signature.

METROPOLITAN LIFE INSURANCE COMPANY
- -----------------------------------



By /s/ Debra Capolarello
   ----------------------------------------

Date: 2-28-06
      -------------------------------------



/s/ Judith N. Eidenberg
- ------------------------------------------
Witness

EX-10.65

                                                                  Exhibit 10.65

                                    AGREEMENT
                                    ---------

          This Agreement is made and entered into as of the Effective Date (as
set forth in Section 11 hereof), by and between Robert H. Benmosche ("Mr.
Benmosche"), and MetLife, Inc. ("Company"), a Delaware corporation, with
executive offices located at 200 Park Avenue, New York, New York, on behalf of
itself and any and all past and present parent, affiliate, and subsidiary
corporations.

          WHEREAS, Mr. Benmosche has previously announced his intention to
voluntarily retire from his employment with the Company effective July 1, 2006;

          WHEREAS, in connection with such voluntary retirement, the Company has
agreed to provide Mr. Benmosche with certain monthly payments, described in
Section 2 hereof, having an approximate present value of $6,000,000 (Six Million
Dollars), in exchange for Mr. Benmosche's promises in this Agreement;

          NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained and for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company and Mr. Benmosche
(collectively, the "Parties," each individually, a "Party") hereby agree as
follows:

          1. Separation from Employment. Benmosche acknowledges that pursuant to
his voluntary resignation, his employment with the Company and all of his
positions with the Company and all of its subsidiaries and affiliates
(collectively "Affiliates") shall terminate effective July 1, 2006 ("Resignation
Date").

          2. Payments. The Company shall pay or provide to Mr. Benmosche or his
designated beneficiary a payment in the amount of $49,015 per month, less
applicable tax withholdings commencing in January 2010 and ending in December
2029 (the "Payments"). Mr. Benmosche acknowledges that absent this Agreement,
neither he nor his beneficiary would be entitled to receive the Payments, and
that his and his beneficiary's entitlement to the Payments is conditioned on his
compliance with the provisions of this Agreement, including but not limited to
Sections 3 and 4 hereof.

          3. Confidentiality. Mr. Benmosche agrees that he will not, directly or
indirectly, use or disclose, or permit or aid the use or disclosure, to any
person, firm, entity or corporation, of any privileged, confidential or
proprietary business information, observations or data relating to the business,
affairs, clients, business partners, plans, proposals, finances or financial
condition of the Company or any of its Affiliates which Mr. Benmosche received
as a consequence of his employment with the Company ("Confidential
Information"), except (i) with the Company's express written consent or (ii) in
direct response to any subpoena or other legal process compelling disclosure
(collectively "Legal Process") initiated against or served upon Mr. Benmosche.
In the event that disclosure is sought from Mr. Benmosche in direct response to
any such Legal Process, Mr. Benmosche shall give the Company immediate written
notice in order to afford the Company an opportunity to evaluate its legal
rights and take such action as the Company considers appropriate to protect the
interests of the Company.


          4. Non-Competition, Non-Solicitation

          (a) Mr. Benmosche acknowledges that during the course of his
employment with the Company he became familiar with the Company's trade secrets
and other Confidential Information (as defined in Section 3) and that his
services were of special, unique and extraordinary value to the Company. In
consideration of this Agreement, Mr. Benmosche agrees that from the Resignation
Date and for a period of eighteen (18) months thereafter (the "Restricted
Period"), he shall not directly or indirectly own any interest in, manage,
control, participate in, consult with, or render services, as an officer,
director, employee, partner, member, consultant, independent contractor or
agent, to any of the entities identified in Exhibit A hereto, including their
respective subsidiaries and affiliates ("Restricted Competitors"), in the United
States and/or in any foreign country in which the Company or any of its
Affiliates now conduct business or plan to conduct business as of the
Resignation Date ("Restricted Geographies"). Mr. Benmosche acknowledges that it
is reasonable to restrict his activities in accordance with the terms of this
Agreement in the Restricted Geographies during the Restricted Period. Nothing
herein shall prohibit Mr. Benmosche from being a passive owner of not more than
two percent (2%) of the outstanding stock of any class of securities in any of
the Restricted Competitors, so long as he has no active participation in the
business of such corporation.

          (b) During the Restricted Period, Mr. Benmosche agrees not to,
directly or indirectly, (i) solicit, encourage, entice or induce any employee of
the Company or any Affiliate to leave the employ of the Company or any Affiliate
or in any way interfere with the relationship between the Company and/or
Affiliates and any employee thereof; or (ii) hire or cause any person to be
hired who was employed by the Company or any Affiliate as of the Resignation
Date or in any of the six (6) months preceding that date; or (iii) solicit,
encourage, entice or induce any customer, supplier, vendor or other business
relation of the Company or any Affiliate on behalf of any Restricted Competitor;
or (iv) solicit, encourage, entice or induce any customer, supplier, vendor or
other business relation of the Company or any Affiliate to cease doing business
with or lessen the amount of business it presently transacts with the Company or
such Affiliates or in any way interfere with the relationship between any such
customer, supplier, vendor, or business relation and the Company or any
Affiliate. Mr. Benmosche further agrees not to assist others in engaging in
activities that he is not entitled to take.

          (c) For the purposes of avoiding any potential disputes under this
Section 4, Mr. Benmosche shall advise the Company's Board of Directors ("Board")
of any business venture, employment or consulting arrangement that he plans to
undertake during the Restricted Period that could in any way implicate this
section. In the event that Mr. Benmosche has a good faith question as to whether
a particular activity will violate this Section 4, he can make a written inquiry
to the Board describing the planned activity, and the Board will in good faith
advise him of its position on the matter.

          (d) Mr. Benmosche agrees that the terms and restrictions of this
Section 4 are legitimate and reasonable in light of his access to Confidential
Information, the services he provided to the Company as its Chief Executive
Officer and the consideration that he is receiving pursuant to this Agreement.
Mr. Benmosche further acknowledges that during the Restricted


                                       2



Period, he will be able to earn a suitable livelihood without violating the
restrictions in this Agreement.

          5. Prior Agreements. Mr. Benmosche confirms his obligations to comply
with all of the provisions of the Agreement to Protect Corporate Property, which
Mr. Benmosche entered into on May 23, 2001, a copy of which is attached hereto
as Exhibit B. To the extent that there are any conflicts or inconsistencies
between any of the provisions of the Agreement to Protect Corporate Property and
this Agreement, the provision of the agreement that affords the Company and/or
the Affiliates with the greater protection shall govern.

          6. General Release by Mr. Benmosche. (a) In consideration of this
Agreement and the monies and other good and valuable consideration provided to
Mr. Benmosche pursuant to this Agreement, Mr. Benmosche hereby irrevocably and
unconditionally releases, waives and forever discharges the Company, the
Affiliates and any and all of their past and present directors, officers,
shareholders, consultants, agents, representatives, attorneys, employees,
employee benefit plans and plan fiduciaries (collectively, the "Releasees"),
from any and all actions, causes of action, claims, demands, damages, remedies
and liabilities of whatsoever kind or character, in law or equity, suspected or
unsuspected, past or present, that he has ever had, may now have, or may later
assert against the Releasees, arising out of or related to Mr. Benmosche's
employment by or the performance of any services to or on behalf of the Company
or the termination of that employment and those services (hereinafter referred
to as "Benmosche's Claims"), from the beginning of time to the date he executes
this Agreement, including, without limitation any claims arising out of or
related to any federal, state and/or local labor or civil rights laws including,
without limitation, the Age Discrimination in Employment Act of 1967.
Notwithstanding the foregoing, this Agreement shall not affect Mr. Benmosche's
rights (A) to post-employment benefits that Mr. Benmosche is entitled to receive
under the Company's benefit plans; (B) to indemnification under any director and
officer liability insurance that covered Mr. Benmosche, any applicable
indemnification agreement or any indemnification rights provided under the
Company's articles of incorporation, by-laws, or resolutions; (C) to enforce the
terms of this Agreement.

          (b) To the fullest extent permitted by law, Mr. Benmosche agrees not
to lodge any formal or informal complaint in court, with any federal, state or
local agency or any other forum, including without limitation arbitration in any
jurisdiction ("Proceeding"), arising out of or related to Benmosche's Claims or
Mr. Benmosche's employment by or performance of services to or on behalf of the
Company or any of the other Releasees or the termination of that employment or
other services, or for any other reason. Execution of this Agreement by Mr.
Benmosche operates as a complete bar and defense against any and all of
Benmosche's Claims against the Company and/or the other Releasees. If Mr.
Benmosche should hereafter make any of Benmosche's Claims in any Proceeding
against the Company or any of the Releasees, this Agreement may be raised as and
shall constitute a complete bar to any such Proceeding.

          7. Remedies.

          (a) The Parties agree that money damages would be both incalculable
and an insufficient remedy for any breach by Mr. Benmosche of Sections 3-5 of
this Agreement and that


                                       3


any such actual, threatened or continuing breach will cause the Company and/or
the Affiliates irreparable harm. In the event of any such breach of Sections
3-5, the Company shall be entitled, without the requirement of posting a bond,
to equitable relief, including temporary, preliminary or permanent injunctive
relief, in any court of competent jurisdiction. Such equitable relief shall not
be the exclusive remedy for any breach by Mr. Benmosche of this Agreement but
shall be in addition to any other damages or remedies available at law or in
equity to the Company, including the Company's right to cancel the Payments in
the event that Mr. Benmosche has materially violated his obligations under any
of Sections 3 -5 hereof. Prior to canceling the Payments, the Board shall
provide notice to Mr. Benmosche of its determination that he has breached one or
more those sections and the facts and circumstances surrounding the breach so
that, if curable, Mr. Benmosche can attempt to cure his breach. If the Board
determines, in its sole discretion, that Mr. Benmosche has cured the breach, the
Payments shall not be cancelled. The cancellation of the Payments shall not
effect any of Mr. Benmosche's obligations under this Agreement.

          (b) If any of the provisions contained in this Agreement, or any part
thereof, is held to be unenforceable because of its duration, scope or the
geographic area covered thereby, or for any other reason, the court making such
determination shall have the power to reduce the duration, scope and/or
geographic area, or otherwise modify such provision, and to enforce it to the
maximum extent permitted by law.

          8. No Admissions. This Agreement does not constitute an admission by
Mr. Benmosche or the Company or any of the other Releasees of any violation of
any contract or of any statutory, constitutional or common law of any federal,
state or local government of the United States or of any other country or
political subdivision thereof, and Benmosche, the Company and each of the other
Releasees expressly deny any such violation or liability. This Agreement may not
be introduced in any action or proceeding by anyone for any purpose except to
evidence its terms.

          9. No Reliance. Neither the Company nor Mr. Benmosche is relying on
any representations made by the other regarding this Agreement or the
implications thereof.

          10. Miscellaneous Provisions.

          (a) No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be changed
or terminated orally.

          (b) Should any provision of this Agreement be held invalid, illegal or
unenforceable, it shall be modified so that its purpose can lawfully be
effectuated and the balance of this Agreement shall be enforceable and remain in
full force and effect. The Company's determination not to enforce this Agreement
as to specific violations shall not operate as a waiver or release of Mr.
Benmosche's obligations hereunder.

          (c) This Agreement shall extend to, be binding upon, and inure to the
benefit of the Parties and their respective successors, heirs and assigns.

          (d) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to any choice of law or
conflict of law rules or

                                       4


provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of New York. Except as provided in Section 7(a), any action or proceeding
between the Parties shall be commenced in the state or federal court located in
the City, County and State of New York, and the Parties hereby submit to the
exclusive jurisdiction of the state or federal courts located in New York, New
York and further agree not to assert that any action brought in such
jurisdiction has been brought in an inconvenient forum.

          (e) This Agreement may be executed in any number of counterparts each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.

          (f) Mr. Benmosche shall advise the Company of any changes in his
current address to allow the Company to provide Mr. Benmosche with any notices
required by this Agreement.

          11. Effective Date/Revocation. Mr. Benmosche may revoke this Agreement
in writing at any time during a period of seven (7) calendar days after the
execution of this Agreement by both of the Parties (the "Revocation Period").
Unless so revoked, this Agreement shall automatically become effective and
enforceable on the Resignation Date provided Mr. Benmosche remains an employee
in good standing of the Company through and until such date (the "Effective
Date").

                                       5


          In signing this Agreement, Mr. Benmosche acknowledges that: (A) He has
read and understands this Agreement and he is hereby advised in writing to
consult with an attorney prior to signing this Agreement; (B) He has signed this
Agreement voluntarily and understands that this Agreement contains a full and
final release of all of Benmosche's Claims; and (C) He has been offered at least
twenty-one (21) calendar days to consider this agreement.


/s/ Robert H. Benmosche                      February 28                  , 2006
- --------------------------------             -----------------------------
Robert H. Benmosche                          Date of Execution by
                                             Mr. Benmosche



METLIFE, INC.


By: /s/ Catherine A. Rein                 February 28
   --------------------------             -----------------------------, 2006
    Catherine A. Rein                     Date of Execution by
    Senior Executive Vice President       MetLife, Inc.
    and Chief Administrative Officer


                                       6


                                    EXHIBIT A

                             Restricted Competitors
                             ----------------------

                                Public Companies

                                 AIG Life Group
                               Allstate Financial
                                   CIGNA Group
                            GenWorth Financial Group
                               Hartford Life Group
                              Principal Life Group
                           Prudential of America Group

                                Private Companies

                                State Farm Group
                                   TIAA Group

                                Mutual Companies

                           Mass Mutual Financial Group
                               New York Life Group
                            Northwestern Mutual Group
                            Thrivent Financial Group

                                  International

                                 AEGON USA, Inc.
                               AXA Financial Group
                            ING Group USA Life Group
                               ManuLife Financial



                                    EXHIBIT B

                  Copy of Agreement to Protect Company Property
                  ---------------------------------------------

EX-12.1

                                                                    EXHIBIT 12.1

                                  METLIFE, INC.
   COMPUTATION OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND
                           PREFERRED STOCK DIVIDENDS




                                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                                                --------------------------------
                                                                         2005       2004       2003      2002      2001
                                                                         ----       ----       ----      ----      ----
                                                                                         (DOLLARS IN MILLIONS)
                                                                                                  
Income from continuing operations before provisions for income taxes   $ 4,399    $ 3,666    $ 2,445   $ 1,489   $   474
Minority interest                                                          154        152        110        73        57
Undistributed income and losses from investees                            (106)      (108)       144       153      (102)
                                                                       -------    -------    -------   -------   -------
ADJUSTED EARNINGS BEFORE FIXED CHARGES                                 $ 4,447    $ 3,710    $ 2,699   $ 1,715   $   429
                                                                       =======    =======    =======   =======   =======

ADD: FIXED CHARGES
Interest and debt issuance costs                                           659        408        478       403       332
Estimated interest component of rent expense (1)                            68         61         59        86        82
Interest credited to bank deposits                                         109         39         17         7         3
Interest credited to policyholder account balances                       3,925      2,997      3,035     2,950     3,084
                                                                       -------    -------    -------   -------   -------
TOTAL FIXED CHARGES                                                    $ 4,761    $ 3,505    $ 3,589   $ 3,446   $ 3,501
                                                                       =======    =======    =======   =======   =======

Preferred Stock Dividends                                                   88         --         --        --        --
                                                                       -------    -------    -------   -------   -------
TOTAL FIXED CHARGES AND PREFERRED STOCK DIVIDENDS                      $ 4,849    $ 3,505    $ 3,589   $ 3,446   $ 3,501
                                                                       =======    =======    =======   =======   =======

                                                                       -------    -------    -------   -------   -------
TOTAL EARNINGS AND FIXED CHARGES                                       $ 9,208    $ 7,215    $ 6,288   $ 5,161   $ 3,930
                                                                       =======    =======    =======   =======   =======

RATIO OF EARNINGS TO FIXED CHARGES                                        1.93       2.06       1.75      1.50      1.12
                                                                       =======    =======    =======   =======   =======

                                                                       -------    -------    -------   -------   -------
TOTAL EARNINGS INCLUDING FIXED CHARGES AND PREFERRED
        STOCK DIVIDENDS                                                $ 9,296    $ 7,215    $ 6,288   $ 5,161   $ 3,930
                                                                       =======    =======    =======   =======   =======

RATIO OF EARNINGS TO FIXED CHARGES INCLUDING PREFERRED
        STOCK DIVIDENDS                                                   1.92       2.06       1.75      1.50      1.12
                                                                       =======    =======    =======   =======   =======


1) 23.1% for 2005, 2004 and 2003 and 29.1% for 2002 and 2001.

EX-21.1

                                                                    EXHIBIT 21.1

                                 METLIFE, INC.
                            As of December 31, 2005


Wholly-Owned Active Subsidiaries(1)
- -----------------------------------

23RD STREET INVESTMENTS, INC. (DE)
334 MADISON EURO INVESTMENTS, INC. (DE)
334 MADISON AVENUE BTP-D HOLDINGS, LLC (DE)
334 MADISON AVENUE BTP-E HOLDINGS, LLC (DE)
440 SOUTH LASALLE LLC (DE)
500 GRANT STREET GP LLC (DE)
500 GRANT STREET ASSOCIATES LIMITED PARTNERSHIP (CT)
ALTERNATIVE FUEL I, LLC (DE)
BEST MARKET S.A. (AGENTINA)
BOND TRUST ACCOUNT A (MA)
CDMK, INC. (KOREA)
CITICORP LIFE INSURANCE COMPANY (AZ)
CITISTREET ASSOCIATES INSURANCE AGENCY OF MASSACHUSETTS LLC (MA)
CITISTREET ASSOCIATES LLC (DE)
CITISTREET ASSOCIATES OF HAWAII (HI)
CITISTREET ASSOCIATES OF MONTANA LLC (MT)
CITISTREET ASSOCIATES OF TEXAS, INC.(TX)
CITISTREET EQUITIES LLC (NJ)
CITISTREET FINANCIAL SERVICES LLC (NJ)
CITISTREET FUNDS MANAGEMENT LLC (NJ)
CITISTREET RETIREMENT SERVICES LLC (NJ)
COMPANIA PREVISIONAL METLIFE S.A. (BRAZIL)
CONVENT STATION EURO INVESTMENTS FOUR COMPANY (UNITED KINGDOM)
CORPORATE REAL ESTATE HOLDINGS, LLC (DE)
COVA CORPORATION  (MO)
COVA LIFE MANAGEMENT COMPANY (DE)
CRB CO., INC. (MA)
ECONOMY FIRE & CASUALTY COMPANY (IL)
ECONOMY PREFERRED INSURANCE COMPANY (IL)
ECONOMY PREMIER ASSURANCE COMPANY (IL)
ENTERPRISE GENERAL INSURANCE AGENCY, INC. (DE)
EXETER REASSURANCE COMPANY, LTD. (BERMUDA)
EURO CL INVESTMENTS, LLC (DE)
EURO TI INVESTMENTS LLC (DE)
EURO TL INVESTMENTS LLC (DE)
FIRST CITICORP LIFE INSURANCE COMPANY (NY)
FIRST METLIFE INVESTORS INSURANCE COMPANY (NY)
GA HOLDING CORP. (MA)
GENAMERICA CAPITAL I (DE)
GENAMERICA FINANCIAL, LLC (MO)

- ------------
(1) Does not include real estate joint ventures and partnerships of which
    MetLife, Inc. and/or its subsidiaries is an investment partner.



GENAMERICA MANAGEMENT CORPORATION (MO)
KRISMAN, INC. (MO)
GENERAL AMERICAN LIFE INSURANCE COMPANY (MO)
GREENWICH STREET INVESTMENTS, L.L.C. (DE)
GREENWICH STREET CAPITAL OFFSHORE FUND, LTD (VIRGIN ISLANDS)
GREENWICH STREET INVESTMENTS, L.P. (DE)
HEADLAND DEVELOPMENT CORPORATION (CA)
HEADLAND-PACIFIC PALISADES, LLC (CA)
HEADLAND PROPERTIES ASSOCIATES (CA)
HOLLOW CREEK, L.L.C. (CT)
HYATT LEGAL PLANS, INC. (DE)
HYATT LEGAL PLANS OF FLORIDA, INC. (FL)
HPZ ASSETS LLC (DE)
LA INVESTMENTS S.A. (ARGENTINA)
L/C DEVELOPMENT CORPORATION (CA)
MET1 SIEFORE, S.A. de C.V. (MEXICO)
MET2 SIEFORE, S.A. de C.V. (MEXICO)
MET AFJP S.A. (ARGENTINA)
METDENT, INC. (DE)
MET P&C MANAGING GENERAL AGENCY, INC. (TX)
MET INVESTORS ADVISORY, LLC (DE)
METLIFE ADMINISTRADORA DE FUNDOS MULTIPATROCINADOS LTDA. (BRAZIL)
METLIFE ADVISERS, LLC (MA)
METLIFE AFORE, S.A. DE C.V. (MEXICO)
METLIFE AUTO & HOME INSURANCE AGENCY, INC. (RI)
METLIFE BANK, NATIONAL ASSOCIATION (USA)
METLIFE CANADA/ METVIE CANADA (CANADA)
METLIFE CAPITAL CREDIT L.P. (DE)
METLIFE CAPITAL, LIMITED PARTNERSHIP (DE)
METLIFE CAPITAL TRUST II (DE)
METLIFE CAPITAL TRUST III (DE)
METLIFE CHILE ADMINISTRADORA DE MUTUOS HIPOTECARIOS S.A. (CHILE)
METLIFE CHILE INVERSIONES LIMITADA (CHILE)
METLIFE CHILE SEGUROS DE VIDA S.A. (CHILE)
METLIFE CREDIT CORP.(DE)
METLIFE DIRECT CO.,LTD.(JAPAN)
METLIFE EUROPEAN HOLDINGS, INC.
METLIFE EXCHANGE TRUST I (DE)
METLIFE FUNDING, INC. (DE)
METLIFE GENERAL INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA)
METLIFE GENERAL INSURANCE AGENCY OF TEXAS, INC. (DE)
METLIFE GENERAL INSURANCE LIMITED (AUSTRALIA)
METLIFE GLOBAL, INC. (DE)
METLIFE GROUP, INC. (NY)
METLIFE HOLDINGS, INC. (DE)
METLIFE (INDIA) PRIVATE LTD. (INDIA)
METLIFE INSURANCE LIMITED (AUSTRALIA)
METLIFE INSURANCE LIMITED (UNITED KINGDOM)
METLIFE INSURANCE AND INVESTMENT TRUST (AUSTRALIA)
METLIFE INSURANCE S.A./NV (BELGIUM)
METLIFE INTERNATIONAL HOLDINGS, INC. (DE)
METLIFE INTERNATIONAL INSURANCE, LTD.(BERMUDA)
METLIFE INVESTMENTS ASIA LIMITED (HONG KONG)



METLIFE INVESTMENTS LIMITED (UNITED KINGDOM)
METLIFE INVESTORS DISTRIBUTION COMPANY (MO)
METLIFE INVESTORS GROUP, INC. (DE)
METLIFE INVESTORS FINANCIAL AGENCY, INC. (TX)
METLIFE INVESTORS INSURANCE COMPANY (MO)
METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA (CA)
METLIFE INVESTORS USA INSURANCE COMPANY (DE)
METLIFE LATIN AMERICA ASESORIAS E INVERSIONES LIMITADA (CHILE)
METLIFE LIMITED (UNITED KINGDOM)
METLIFE MEXICO S.A. (MEXICO)
METLIFE MEXICO SERVICIOS, S.A. DE C.V. (MEXICO)
METLIFE PENSIONES S.A. (MEXICO)
METLIFE PRIVATE EQUITY HOLDINGS, LLC (DE)
METLIFE REINSURANCE, LTD. (BERMUDA)
METLIFE SAENGMYOUNG INSURANCE COMPANY LTD. (SOUTH KOREA)-
(also known as MetLife Insurance Company of Korea Limited)
METLIFE SECURITIES, INC. (DE)
METLIFE SERVICES LIMITED (UNITED KINGDOM)
METLIFE STANDBY I, LLC (DE)
METLIFE TAIWAN INSURANCE COMPANY LIMITED (TAIWAN)
METLIFE TOWER RESOURCES GROUP, INC. (DE)
METLIFE TOWARZYSTWO UBEZPIECZEN NA ZYCIE POLSKA AKCYJNA (POLAND)
METLIFE VIDA E PREVIDENCIA S.A. (BRAZIL)
METLIFE WORLDWIDE HOLDINGS, INC. (DE)
METPARK FUNDING, INC. (DE)
METROPOLITAN ASSET MANAGEMENT CORPORATION (DE)
METROPOLITAN CASUALTY INSURANCE COMPANY (RI)
METROPOLITAN DIRECT PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
METROPOLITAN GENERAL INSURANCE COMPANY (RI)
METROPOLITAN GROUP PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
METROPOLITAN LIFE INSURANCE COMPANY (NY)
METROPOLITAN LIFE INSURANCE COMPANY OF HONG KONG LIMITED (HONG KONG)
METROPOLITAN LIFE SEGUROS DE RETIRO S.A. (ARGENTINA)
METROPOLITAN LIFE SEGUROS DE VIDA S.A. (ARGENTINA)
METROPOLITAN LIFE SEGUROS DE VIDA S.A. (URUGUAY)
METROPOLITAN LLOYDS, INC. (TX)
METROPOLITAN LLOYDS INSURANCE COMPANY OF TEXAS (TX)
METROPOLITAN LIFE SEGUROS E PREVIDENCIA PRIVADA S.A. (BRAZIL)
METROPOLITAN MARINE WAY INVESTMENTS LIMITED (CANADA)
METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
METROPOLITAN REALTY MANAGEMENT, INC. (DE)
METROPOLITAN REINSURANCE COMPANY (U.K.) LIMITED (UNITED KINGDOM)
METROPOLITAN TOWER LIFE INSURANCE COMPANY (DE)
METROPOLITAN TOWER REALTY COMPANY, INC.(DE)
MEZZANINE INVESTMENT LIMITED PARTNERSHIP-BDR (DE)
MEZZANINE INVESTMENT LIMITED PARTNERSHIP-LG (DE)
MISSOURI REINSURANCE (BARBADOS), INC. (BARBADOS)
MLA COMERCIAL, S.A. DE C.V. (MEXICO)
MLA SERVICIOS, S.A. DE C.V. (MEXICO)
NATHAN AND LEWIS ASSOCIATES OHIO, INCORPORATED (OH)
NATILOPORTEM HOLDINGS, INC. (DE)
NEW ENGLAND LIFE INSURANCE COMPANY (MA)
NEW ENGLAND SECURITIES CORPORATION (MA)


NEWBURY INSURANCE COMPANY, LIMITED (BERMUDA)
OMEGA REINSURANCE CORPORATION  (AZ)
ONE FINANCIAL PLACE CORPORATION (DE)
ONE FINANCIAL PLACE HOLDINGS, LLC (DE)
ONE FINANCIAL PLACE LP (DE)
ONE MADISON INVESTMENTS (CAYCO) LIMITED (CAYMAN ISLANDS)
PANTHER VALLEY, INC. (NJ)
PARAGON LIFE INSURANCE COMPANY (MO)
PARK TWENTY THREE INVESTMENTS COMPANY (UNITED KINGDOM)
PARTNERS TOWER, L.P. (DE)
PILGRIM ALTERNATIVE INVESTMENTS OPPORTUNITY FUND I, LLC (DE)
PILGRIM INVESTMENTS HIGHLAND PARK, LLC (DE)
PILGRIM INVESTMENTS SCHAUMBERG WINDY POINT LLC (DE)
PILGRIM INVESTMENTS YORK ROAD LLC (DE)
PLAZA LLC (CT)
SERVICIOS ADMINISTRATIVOS GEN, S.A. DE C.V. (MEXICO)
SIEMBRA SEGUROS DE RETIRO S.A. (ARGENTINA)
SIEMBRA SEGUROS DE VIDA S.A. (ARGENTINA)
SPECIAL MULTI-ASSET RECEIVABLES TRUST (DELAWARE)
TANDEM EGI/C INVESTMENTS, L.P. (DE)
TEN PARK SPC (CAYMAN ISLANDS)
TEXAS LIFE INSURANCE COMPANY (TX)
TEXAS LIFE AGENCY SERVICES, INC. (TX)
TEXAS LIFE AGENCY SERVICES OF KANSAS, INC. (KS)
THE PROSPECT COMPANY (DE)
THE TRAVELERS INSURANCE COMPANY (CT)
THE TRAVELERS LIFE & ANNUITY COMPANY (CT)
THE TRAVELERS LIFE & ANNUITY REINSURANCE COMPANY (SC)
THORNGATE, LLC (DE)
TH TOWER LEASING, LLC (DE)
TH TOWER NGP, LLC (DE)
TIC EUROPEAN REAL ESTATE LP, LLC (DE)
TLA HOLDINGS LLC (DE)
TOWER SQUARE SECURITIES, INC. (CT)
TOWERS SQUARE SECURITIES INSURANCE AGENCY OF ALABAMA, INC. (AL)
TOWERS SQUARE SECURITIES INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA)
TOWERS SQUARE SECURITIES INSURANCE AGENCY OF NEW MEXICO, INC. (NM)
TOWERS SQUARE SECURITIES INSURANCE AGENCY OF OHIO, INC. (OH)
TOWERS SQUARE SECURITIES INSURANCE AGENCY OF TEXAS, INC. (TX)
TRAL & CO.(CT)
TRANSMOUNTAIN LAND & LIVESTOCK COMPANY (MT)
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC (NY)
TRAVELERS DISTRIBUTION LLC (DE)
TRAVELERS EUROPEAN INVESTMENTS LLC (CT)
TRAVELERS INTERNATIONAL INVESTMENTS LTD. (CAYMAN ISLANDS)
TRAVELERS INVESTMENT ADVISER, INC. (DE)
TRIBECA DISTRESSED SECURITIES, L.L.C. (DE)
TRUMBULL STREET EQUITY INVESTMENTS LLC (DE)
TRUMBULL STREET INVESTMENTS LLC (DE)
WALNUT STREET ADVISERS, INC. (MO)
WALNUT STREET SECURITIES, INC. (MO)
WHITE OAK ROYALTY COMPANY (OK)






                                        METLIFE, INC.
                                As of December 31, 2005

Companies of which MetLife, Inc. directly or indirectly has actual ownership
(for its own account) of 10% through 99% of the total outstanding voting
stock(2)
_______________________________________________________________________________

190 S. LASALLE ASSOCIATES L.L.C. (50%) (DE)
PILGRIM ALTERNATIVE INVESTMENTS OPPORTUNITY FUND III ASSOCIATES, LLC (67%) (CT)
PILGRIM INVESTMENTS OAKMONT LANE, LLC (50%) (DE)
FAIRFIELD MANAGEMENT GROUP, INC. (52.8%)(MO)
GENERAL AMERICAN ARGENTINA SEGUROS DE VIDA, S.A. (52.8%) (ARGENTINA)
GREAT RIVERS REINSURANCE MANAGEMENT, INC. (52.8%)(MO)
LONG TERM CARE PARTNERS, LLC (50%) (DE)
MALAYSIAN LIFE REINSURANCE GROUP BERHAD (17.55%) (MALAYSIA)
METLIFE INDIA INSURANCE COMPANY PRIVATE LIMITED (26%) (INDIA)
METROPOLITAN LLOYDS INSURANCE COMPANY OF TEXAS(3) (TX)
P.T. METLIFE SEJAHTERA (95.21%)(INDONESIA)
REINSURANCE COMPANY OF MISSOURI, INCORPORATED (52.8%)(MO)
REINSURANCE GROUP OF AMERICA, INCORPORATED (52.8%)(MO)
REINSURANCE PARTNERS, INC. (52.8%)(MO)
RGA AMERICAS REINSURANCE COMPANY, LTD. (52.8%)(BARBADOS)
RGA ASIA PACIFIC PTY LIMITED (52.8%) (AUSTRALIA)
RGA AUSTRALIAN HOLDINGS PTY LIMITED (52.8%)(AUSTRALIA)
RGA CAPITAL LIMITED (U.K.)(52.8%)(UNITED KINGDOM)
RGA CAPITAL TRUST I (52.8%)(DE)
RGA FINANCIAL GROUP, L.L.C. (52.8%)(DE)
RGA FINANCIAL PRODUCTS LIMITED (52.8%)(CANADA)
RGA GLOBAL REINSURANCE, LTD. (52.8%) (BERMUDA)
RGA HOLDINGS LIMITED (U.K.) (52.8%)(UNITED KINGDOM)
RGA INTERNATIONAL REINSURANCE COMPANY (IRELAND)
RGA INTERNATIONAL CORPORATION (52.8%) (NOVA SCOTIA/ CANADA)
RGA LIFE REINSURANCE COMPANY OF CANADA (52.8%)(CANADA)
RGA REINSURANCE COMPANY (52.8%) (MO)
RGA REINSURANCE COMPANY (BARBADOS) LTD. (52.8%)(BARBADOS)
RGA REINSURANCE COMPANY OF AUSTRALIA LIMITED (52.8%)(AUSTRALIA)
RGA REINSURANCE COMPANY OF SOUTH AFRICA LIMITED (52.8%)(SOUTH AFRICA)
RGA REINSURANCE (UK) LIMITED (52.8%) (UNITED KINGDOM)
RGA SIGMA REINSURANCE SPC (52.8%) (CAYMAN ISLANDS)
RGA SOUTH AFRICAN HOLDINGS (PTY) LTD. (52.8%)(SOUTH AFRICA)
RGA TECHNOLOGY PARTNERS, INC. (52.8%) (MO)
RGA UK SERVICES LIMITED (52.8%) (UNITED KINGDOM)
RGA (U.K.) UNDERWRITING AGENCY LIMITED (52.8%)(UNITED KINGDOM)
RGA WORLDWIDE REINSURANCE COMPANY, LTD. (52.8%) (BARBADOS)
SOLOMON SMITH BARNEY PRIVATE SELECTION FUND I, LLC (24.46%) (NY)
SSB PRIVATE SELECTIONS, LLC (50%) (DE)
ST. JAMES FLEET INVESTMENTS TWO LIMITED (34%)(CAYMAN ISLANDS)
TRIBECA CITIGROUP INVESTMENTS LTD. (68%) (CAYMAN ISLANDS)
TRIBECA GLOBAL CONVERTIBLE INVESTMENTS LTD. (83%) (CAYMAN ISLANDS)

- -----------
(2) Does not include real estate joint ventures and partnerships of which
    MetLife, Inc. and/or its subsidiaries is an investment partner.

(3) Affiliate



                                 METLIFE, INC.
                            As of December 31, 2005


Publicly-Held Companies of which MetLife, Inc. directly or indirectly has actual
ownership (for its Own Account) of 10% through 99% of the total outstanding
voting stock or control:
_______________________________________________________________________________


REINSURANCE GROUP OF AMERICA, INCORPORATED (MO)

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos.
333-124358, 333-124358-01 and 333-124358-02 on Form S-3 and 333-121342,
333-121343, 333-121344, 333-101291, 333-102306, 333-59134, and 333-37108 on Form
S-8 of our reports dated February 28, 2006 relating to the consolidated
financial statements and consolidated financial statement schedules of MetLife,
Inc. (which report expresses an unqualified opinion and includes an explanatory
paragraph relating to changes in accounting for certain non-traditional long
duration contracts and separate accounts and for embedded derivatives in certain
insurance products as required by accounting guidance which became effective on
January 1, 2004 and October 1, 2003, respectively) and management's report on
the effectiveness of internal control over financial reporting, appearing in
this Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31,
2005.


/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

New York, New York
February 28, 2006

EX-31.1

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS


     I, Robert H. Benmosche, Chief Executive Officer of MetLife, Inc., certify
that:

     1.   I have reviewed this annual report on Form 10-K of MetLife, Inc.;

     2.   Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4.   The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the
registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


Date: February 28, 2006

                                                /s/ Robert H. Benmosche
                                                --------------------------------
                                                     Robert H. Benmosche
                                                        Chairman and
                                                    Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS


     I, William J. Wheeler, Chief Financial Officer of MetLife, Inc., certify
that:

     1.   I have reviewed this annual report on Form 10-K of MetLife, Inc.;

     2.   Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4.   The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):


     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date: February 28, 2006

                                                /s/ William J. Wheeler
                                                --------------------------------
                                                       William J. Wheeler
                                                  Executive Vice President and
                                                     Chief Financial Officer

EX-32.1

                                                                 EXHIBIT 32.1


                            SECTION 906 CERTIFICATION

        CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18
                           OF THE UNITED STATES CODE

     I, Robert H. Benmosche, the Chief Executive Officer of MetLife, Inc. (the
"Company"), certify that (i) the Company's Annual Report on Form 10-K for the
year ended December 31, 2005 (the "Form 10-K") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Date: February 28, 2006


                                       By:      /s/ Robert H. Benmosche
                                           -------------------------------------
                                                    Robert H. Benmosche
                                           Chairman and Chief Executive Officer
















     A signed original of this written statement required by Section 906 has
been provided to MetLife, Inc. and will be retained by MetLife, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

                                                                    EXHIBIT 32.2

                            SECTION 906 CERTIFICATION

        CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18
                           OF THE UNITED STATES CODE

     I, William J. Wheeler, the Chief Financial Officer of MetLife, Inc. (the
"Company"), certify that (i) the Company's Annual Report on Form 10-K for the
year ended December 31, 2005 (the "Form 10-K") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Date: February 28, 2006


                                            By:    /s/ William J. Wheeler
                                                --------------------------------
                                                       William J. Wheeler
                                                  Executive Vice President and
                                                     Chief Financial Officer


















     A signed original of this written statement required by Section 906 has
been provided to MetLife, Inc. and will be retained by MetLife, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.

COVER

MetLife, Inc.
One MetLife Plaza
27-01 Queens Plaza North
Long Island City, New York, NY 11101                   [METLIFE LOGO]
212 578-2211


Miriam B. Fine
Senior Counsel
Law Department
Tel 212  578-0423    Fax 212 251-1653





                                   February 28, 2006



VIA EDGAR
- ---------
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549

Dear Sir or Madam:

     On behalf of MetLife, Inc. (the "Company"), transmitted herewith is the
Company's Annual Report on Form 10-K for the year ended December 31, 2005 (the
"Form 10-K").

     The financial statements contained in the Form 10-K do not reflect any
change from the preceding year in any accounting principles or practices or in
the method of applying any such principles or practices.


                                        Sincerely,


                                        /s/ Miriam B. Fine


                                        Miriam B. Fine

Attachment