SecProbe.io

March 28, 201 3

Via E -mail
John C. R. Hele
Executive Vice President and  Chief Financial Officer
Metlife , Inc.
200 Park Avenue
New York, NY 10166

Re: Metlife , Inc.
   Form 10-K for the Fiscal Year Ended December 31 , 2012
   Filed February 27 , 201 3
File No. 001-15787

Dear M r. Hele :

We have reviewed your filing and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by  providing us the requested
information or  by advising us when you will provide the requested response.   If you  do not
believe a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

After reviewing the information provide d, we may raise additional comme nts and/or
request that you amend your filing .

Management’s Discussion and Analysis of Financial Cond ition and Results of Operations

Critical Accounting Estimates
Goodwill, page 89

1. Please provide us proposed disclosure to be included in future filings  to clarify why the
Department of Financial Service  inquiry into the use of captive or off -shore reinsurers
and the National Association of Insurance Commissioners ’ (“NAIC”) study of  the use of
captives  would affect the value of your retail annuities goodw ill.  Please clarify if these
inquiries may have a future effect on your results of operations.

John C. R. Hele
Metlife, Inc.
March 28, 2013
Page 2

 Results of Operations
Consolidated Results
Year Ended December 31, 2012 Compared with the Year Ended December 31, 2011, page 95

2. Please provide us proposed disclosure to be included in future filings to address the
following:
 Please break out the $1.2 billion charge between the amount related to DAC, the
amount related to reserves and the amount related to intangibles.
 Please identify the key assumptions that  changed as a result of the global review and
the factors that caused these assumptions to change.
 For the $526 million reflected in net derivative gains (losses), please clarify where
this is reflected in the table on page 96.
 You provide a breakdown of the derivatives gains (losses) in the table on pages 96
and 98.  Please clarify the specific factors which caused significant fluctuation from
period to period in the nonperformance risk factor and explain why those factors
changed.
 Your discussion on pag es 96 and 98 relating to the change in market and other risk
factors focuses on the net change.  Please revise to clarify the specific factors that
caused the significant fluctuation from period to period in the market and other risk
factor on a gross basi s.  In addition, please provide a breakdown of the factors
included in market and other risks .  The breakdown in the bullets  beginning on page s
96 and 99  only appear s to address the market factors.

Derivatives , page 141

3. Based on the table on page 274, it  appears that 91% of your hedges do not qualify as
accounting hedges.  Please provide us proposed disclosure to be included in future filings
to clarify why the hedges do not qualify  for hedge accounting., i.e. underlying different
from the hedged item, effectiveness of the hedge, sensitivity to changes in rates, etc.
Discuss any risks that may be the result of factors that precluded hedge accounting.

Credit Derivatives, page 142

4. You disclose in Note 9 on page 280 that you had a maximum exposure to written credit
default swaps of $8.9 billion and $7.7 billion at December 31, 2012 and 2011,
respectively.  Please provide us proposed disclosure to be included in future filings to
addres s the following:
 Discuss the factors that caused the significant increase in your maximum exposure
from December 31, 2011 to December 31, 2012.
 Discuss the reasons for the significant swings in the fair value on page 280 of your
written credit default swap s.  If the increase in fair value is reflective of an increased
risk in your exposure to future payouts, please discuss that risk and any triggers that
may result in a payout.

John C. R. Hele
Metlife, Inc.
March 28, 2013
Page 3

  Quantify separately the gross realized gains and losses from your written and
purchased credit default swaps for each period and discuss the reasons for any
significant fluctuations.
 Provide disclosure regarding the notional amount of your credit default swaps
separately for written and purchased credit default swaps and discuss any c hanging
trends in those notional amounts.  In this regard, please clarify how your statement on
page 281 that w ritten credit default swaps held in relation to the trading portfolio
amounted to $10 million in notional and $0 in fair value at December  31, 20 12 relates
to the table presented on page 280.
 Separately disclose written and purchased credit default swaps in the tables on pages
274 and 276 and reconcile to the table on page 280.  In this regard, please clarify why
the fair values for the credit defa ult swaps on page 274 differ from those in the table
on page 280 .

Notes to Consolidated Financial Statements
3. Acquisitions and Dispositions
Pending Dispositions
MetLife Bank, page 222

5. Please tell us why the disposition of MetLife Bank was not treated as discontinued
operation and your consideration of ASC 205 -20.

10. Fair Value
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
page 298

6. Please provide proposed disclosure to the table to be included in future  filings to address
the following:
 Clarify the basis used to determine the weighted averages of inputs ; and
 Include the weighted average  of input range s where not  currently  provided , or clarify
why it is not provided  and provide a qualitative discussion of the range.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fil ing; and

John C. R. Hele
Metlife, Inc.
March 28, 2013
Page 4

  the company may not assert staff comments as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Mary Mast,
Senior Staff Accountant, at (202) 551 -3613 if you have questions regarding the comments.  In
this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant