8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 6, 2012

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Park Avenue, New York, New York	10166-0188
(Address of Principal Executive Offices)	(Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 7.01. Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented at the Scotiabank Financials Summit Conference on September 6, 2012 and may be used by MetLife, Inc. in various other presentations to investors. The slide presentation is furnished and not filed pursuant to Instruction B.2 of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

99.1 Slide presentation to be presented at the Scotiabank Financials Summit Conference. The slide presentation is furnished and not filed pursuant to Instruction B.2 of Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.
By:	/s/ Christine M. DeBiase
	Name: Christine M. DeBiase
	Title: Vice President and Secretary

Date: September 6, 2012

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT
99.1	Slide presentation to be presented at the Scotiabank Financials Summit Conference. The slide presentation is furnished and not filed pursuant to Instruction B.2 of Form 8-K.

EX-99.1

Eric Steigerwalt

Executive Vice President

The Americas –

Retail

FINANCIALS SUMMIT 2012

Exhibit 99.1

Safe Harbor Statement

2

These materials may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the

fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and

other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements

relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses,

the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.

Many such factors will be important in determining the actual future results of MetLife, Inc., its subsidiaries and affiliates. These statements are based on current

expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not

guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties,

and other factors that might cause such differences include the risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and

Exchange Commission (the “SEC”). These factors include: (1) difficult conditions in the global capital markets; (2) concerns over U.S. fiscal policy and the “fiscal

cliff” in the U.S., as well as rating agency downgrades of U.S. Treasury securities; (3) uncertainty about the effectiveness of governmental and regulatory actions to

stabilize the financial system, the imposition of fees relating thereto, or the promulgation of additional regulations; (4) increased volatility and disruption of the

capital and credit markets, which may affect our ability to seek financing or access our credit facilities; (5) impact of comprehensive financial services regulation

reform on us; (6) economic, political, legal, currency and other risks relating to our international operations, including with respect to fluctuations of exchange rates;

(7) exposure to financial and capital market risk, including as a result of the disruption in Europe and possible withdrawal of one or more countries from the Euro

zone; (8) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect our ability to raise capital,

generate fee income and market-related revenue and finance statutory reserve requirements and may require us to pledge collateral or make payments related to

declines in value of specified assets; (9) potential liquidity and other risks resulting from our participation in a securities lending program and other transactions;

(10) investment losses and defaults, and changes to investment valuations; (11) impairments of goodwill and realized losses or market value impairments to illiquid

assets; (12) defaults on our mortgage loans; (13) the defaults or deteriorating credit of other financial institutions that could adversely affect us; (14) our ability to

address unforeseen liabilities, asset impairments, or rating actions arising from acquisitions or dispositions, including our acquisition of American Life Insurance

Company and Delaware American Life Insurance Company (collectively, “ALICO”) and to successfully integrate and manage the growth of acquired businesses

with minimal disruption; (15) uncertainty with respect to the outcome of the closing agreement entered into with the United States Internal Revenue Service in

connection with the acquisition of ALICO; (16) the dilutive impact on our stockholders resulting from the settlement of common equity units issued in connection

with the acquisition of ALICO or otherwise; (17) 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; (18) downgrades in our claims paying ability, financial

strength or credit ratings; (19) ineffectiveness of risk management policies and procedures; (20) availability and effectiveness of reinsurance or indemnification

arrangements, as well as default or failure of counterparties to perform; (21) discrepancies between actual claims experience and assumptions used in setting

prices for our products and establishing the liabilities for our obligations for future policy benefits and claims; (22) catastrophe losses; (23) heightened competition,

including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors,

distribution of amounts available under U.S. government programs, and for personnel; (24) unanticipated changes in industry trends; (25) changes in assumptions

related to investment valuations, deferred policy acquisition costs, deferred sales inducements, value of business acquired or goodwill;

Safe Harbor Statement (Continued)

3

26) changes in accounting standards, practices and/or policies; (27) increased expenses relating to pension and postretirement benefit plans, as well as health

care and other employee benefits; (28) exposure to losses related to variable annuity guarantee benefits, including from significant and sustained downturns or

extreme volatility in equity markets, reduced interest rates, unanticipated policyholder behavior, mortality or longevity, and the adjustment for nonperformance risk;

(29) deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company; (30) adverse

results or other consequences from litigation, arbitration or regulatory investigations; (31) inability to protect our intellectual property rights or claims of infringement

of the intellectual property rights of others; (32) discrepancies between actual experience and assumptions used in establishing liabilities related to other

contingencies or obligations; (33) regulatory, legislative or tax changes relating to our insurance, banking, international, or other operations that may affect the cost

of, or demand for, our products or services, or increase the cost or administrative burdens of providing benefits to employees; (34) the effects of business

disruption or economic contraction due to disasters such as terrorist attacks, cyberattacks, other hostilities, or natural catastrophes, including any related impact on

our disaster recovery systems, cyber- or other information security systems and management continuity planning; (35) the effectiveness of our programs and

practices in avoiding giving our associates incentives to take excessive risks; and (36) other risks and uncertainties described from time to time in MetLife, Inc.’s

filings with the SEC.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such

statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in reports to the SEC.

.

Explanatory Note on Non-GAAP Financial Information

All references in this presentation (except in this Explanatory Note on Non-GAAP Financial Information slide) to operating earnings, premiums,

fees and other revenues and operating return on equity, should be read as operating earnings available to common shareholders, premiums,

fees and other revenues (operating) and operating return on MetLife, Inc.’s common equity, excluding accumulated other comprehensive

income (“AOCI”), respectively.

Operating

earnings

is

the

measure

of

segment

profit

or

loss

that

MetLife

uses

to

evaluate

segment

performance

and

allocate

resources. 

Consistent with accounting principles generally accepted in the United States of America ("GAAP") accounting guidance for segment reporting,

operating

earnings

is

MetLife's

measure

of

segment

performance.

Operating

earnings

is

also

a

measure

by

which

MetLife

senior

management's

and many other employees' performance is evaluated for the purposes of determining their compensation under applicable compensation plans.

Operating earnings is defined as operating revenues less operating expenses, both net of income tax.  Operating earnings available to common

shareholders is defined as operating earnings less preferred stock dividends.

Operating

revenues

and

operating

expenses

exclude

results

of

discontinued

operations

and

other

businesses

that

have

been

or

will

be

sold

or

exited by MetLife, Inc. (“Divested Businesses”).  Operating revenues also excludes net investment gains (losses) (“NIGL”) and net derivative

gains (losses) (“NDGL”).

The following additional adjustments are made to GAAP revenues, in the line items indicated, in calculating operating revenues:

•

Universal life and investment-type product policy fees excludes the amortization of unearned revenue related to NIGL and NDGL and certain

variable annuity guaranteed minimum income benefits ("GMIB") fees ("GMIB Fees");

•

Net investment income: (i) includes amounts for scheduled periodic settlement payments and amortization of premium on derivatives that

are hedges of investments but do not qualify for hedge accounting treatment, (ii) includes income from discontinued real estate operations,

(iii) excludes post-tax operating earnings adjustments relating to insurance joint ventures accounted for under the equity method, (iv)

excludes certain amounts related to contractholder-directed unit-linked investments, and (v) excludes certain amounts related to

securitization entities that are variable interest entities ("VIEs") consolidated under GAAP; and

•

Other revenues are adjusted for settlements of foreign currency earnings hedges.

4

Explanatory Note on Non-GAAP Financial Information

(Continued)

The following additional adjustments are made to GAAP expenses, in the line items indicated, in calculating operating expenses:

•

Policyholder benefits and claims and policyholder dividends excludes: (i) changes in the policyholder dividend obligation related to NIGL and

NDGL, (ii) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments and amounts associated

with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets, (iii) benefits and hedging costs

related to GMIBs ("GMIB Costs"), and (iv) market value adjustments associated with surrenders or terminations of contracts ("Market Value

Adjustments");

•

Interest credited to policyholder account balances includes adjustments for scheduled periodic settlement payments and amortization of

premium on derivatives that are hedges of policyholder account balances but do not qualify for hedge accounting treatment and excludes

amounts related to net investment income earned on contractholder-directed unit-linked investments;

•

Amortization of deferred policy acquisition costs (“DAC”) and value of business acquired ("VOBA") excludes amounts related to: (i) NIGL and

NDGL, (ii) GMIB Fees and GMIB Costs, and (iii) Market Value Adjustments;

•

Amortization

of

negative

VOBA

excludes

amounts

related

to

Market

Value

Adjustments;

•

Interest expense on debt excludes certain amounts related to securitization entities that are VIEs consolidated under GAAP; and

•

Other expenses excludes costs related to: (i) noncontrolling interests, (ii) implementation of new insurance regulatory requirements, and (iii)

acquisition and integration costs.

Operating return on MetLife, Inc. common equity is defined as operating earnings available to common shareholders divided by average GAAP

common equity.

MetLife believes the presentation of operating earnings and operating earnings available to common shareholders as MetLife measures it for

management purposes enhances the understanding of the company's performance by highlighting the results of operations and the underlying

profitability

drivers

of

the

business.

Operating

revenues,

operating

expenses,

operating

earnings,

operating

earnings

available

to

common

shareholders, operating earnings available to common shareholders per diluted common share, book value per common share, excluding AOCI,

book value per diluted common share, excluding AOCI, operating return on MetLife, Inc.’s common equity, operating return on MetLife, Inc.’s

common equity, excluding AOCI, investment portfolio gains (losses) and derivative gains (losses) should not be viewed as substitutes for the

following

financial

measures

calculated

in

accordance

with

GAAP:

GAAP

revenues,

GAAP

expenses,

GAAP

income

(loss)

from

continuing

operations, net of income tax, GAAP net income (loss) available to MetLife, Inc.'s common shareholders, GAAP net income (loss) available to

MetLife, Inc.'s common shareholders per diluted common share, book value per common share, book value per diluted common share, return on

MetLife, Inc.’s common equity, return on MetLife, Inc.’s common equity, excluding AOCI, net investment gains (losses) and net derivative gains

(losses), respectively. 

5

Explanatory Note on Non-GAAP Financial Information

(Continued)

For the historical periods presented, reconciliations of non-GAAP measures used in this presentation to the most directly comparable GAAP

measures are included in the presentation materials where applicable and are on the Investor Relations portion of our Internet website.

Additional information about our historical results is also available on our Internet website in our Quarterly Financial Supplements for the

corresponding periods.

The non-GAAP measures used in this presentation should not be viewed as substitutes for the most directly comparable GAAP measures.

In this presentation, we sometimes refer to sales activity for various products. These sales statistics do not correspond to revenues under

GAAP, but are used as relevant measures of business activity.

In

this

presentation,

we

provide

guidance

on

our

future

earnings,

premiums,

fees

and

other

revenues,

and

return

on

common

equity

on

an

operating or non-GAAP basis.  A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is not accessible

on a forward-looking basis because we believe it is not possible to provide other than a range of net investment gains and losses and net

derivative gains and losses, which can fluctuate significantly within or without the range and from period to period and may have a significant

impact on GAAP net income.

6

Positioned to Deliver Shareholder Value

Global

Presence

Leadership positions in large established markets

Strong and growing presence in high growth

markets with favorable demographics and high

margins

Brand

Well established and expanding brand to drive

preference for our products

Diversified

Products &

Distribution

Broad and diverse products and distribution

channels to meet customer needs worldwide

Financial

Strength

Solid balance sheet and strong risk management

Strong capital generation

7

Expanding ROE in a Challenging Environment

Emerging market growth

Significant margin

improvement, including

$600M pre-tax expense

saves

Shift from market

sensitive to protection

products improves risk

profile and free cash flow

8

1

Assumes 5% annual appreciation in S&P 500 Index.

See

Explanatory

Note

on

Non-GAAP

Financial

Information

slide.

Return

on

MetLife,

Inc.’s

common

equity

for

2011

was

12.8%

(Pre-DAC)

and

12.2%

(Post-DAC);

Return

on

MetLife,

Inc.’s common equity (excluding AOCI) for 2011 was 13.8% (Pre-DAC) and 13.2% (Post-DAC); Operating return on MetLife, Inc.’s common equity for 2011 was 10.2% (Pre-DAC) and

9.5% (Post-DAC) and Operating return on MetLife, Inc.’s common equity (excluding AOCI) for 2011 was 11.0% (Pre-DAC) and 10.3% (Post-DAC).

12%

-

14%

1

10.3%

11.0%

2011

(Pre-DAC)

2011

(Post-DAC)

2016

Target

~300 bps of ROE Expansion

9

Refocus U.S. Business and Grow Profitably

Manage mature businesses for cash flow

Shift mix away from capital intensive products

Invest in Voluntary/Worksite and Direct

Drive margin improvement

2011 ROE

> 15%

10 -

15%

< 10%

Whole Life

UL

Annuities

Term Life

VUL

10

Retail, Contributing to the Strategy

–

Traditional: Whole & Term

–

Universal

–

Variable Universal

–

Fixed

–

Immediate

–

Variable

Retail

Annuity

Life

See Explanatory Note on Non-GAAP Financial Information slide.

VA’s –

Manage Risk, Profitability & Growth

Well diversified block

–

Over time -

never stopped writing

–

By channel

Proven risk management practices

–

Product design

–

Hedging

2012 Variable Annuity sales $17.5B to $18.5B

–

Plan developed based on self funding levels

–

Approximately 35% reduction from 2011 sales

11

See Explanatory Note on Non-GAAP Financial Information slide.

Variable Annuities In-Force Block –

an Attractive Profile

Net amount at

risk = $3.3B

1

Over one-third of our

VA block has no living

benefits

Upside potential of

market and interest rate

improvements

12

1

At annuitization; as of June 30, 2012.

% of Variable

Annuity

Contract

Value

with

GMIB

1

Guaranteed Minimum Income Benefits

77%

Not in the Money

23%

In the

Money

Dollar Cost Averaged over Time

13

Source: S&P 500 year-end close price from Thomson One; 2012 price reflects close as of June 30, 2012.

Lower volatility

Floor of income

protection

Manage sales

volumes

GMIB MAX –

Meeting Customer Needs

14

See Explanatory Note on Non-GAAP Financial Information slide.

($ in Billions)

MetLife U.S. Variable Annuity Sales

$15.3

$13.9

$15.4

$18.3

$28.4

$17.5 -

$18.5

2007

2008

2009

2010

2011

2012P

GMIB MAX –

Improved Risk Profile

Protected Growth Strategy (“PGS”) funds provide more

stable fee base

More capital efficient

Improved distribution of returns

15

GMIB MAX: Distribution of Returns

1. GMIB MAX (5% Rollup) launched on Jan 2, 2012. The pricing results were based on market conditions as of June 30, 2012. Incidences of ROIs reflected in the chart

above are the results of roughly 1,000 stochastic scenarios observed.

16

GMIB MAX (5% Rollup)

> 15%

12%

-

15%

10%

-

12%

8%

-

10%

0%

-

8%

<

0%

95% of scenarios observed have positive

1

Return on Investment (ROI)

Distribution

ROIs

Leading franchise

Rebalance risk and growth

Improve profitability and operating ROE

Retail: Manage Margins and Capital

17

See Explanatory Note on Non-GAAP Financial Information slide.