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CORRESP
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Correspondence

 CERTAIN INFORMATION IN THIS LETTER HAS BEEN

 OMITTED AND FILED WITH

 THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT PURSUANT TO 17 C.F.R.

§200.83 HAS BEEN REQUESTED BY METLIFE, INC.

WITH RESPECT TO SUCH INFORMATION.

Peter M. Carlson

Executive Vice President and

 Chief Accounting Officer

pcarlson@metlife.com

 August 31, 2012

 Mr. James B. Rosenberg

 Senior Assistant Chief Accountant

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 MetLife, Inc.

 Form
10-K for the Fiscal Year Ended December 31, 2011

 Filed February 28, 2012

Form 10-Q for the Quarterly Period Ended March 31, 2012

 Filed May 8, 2012

 File Number: 001-15787

 Dear Mr. Rosenberg:

 This letter sets forth the response of MetLife, Inc. (the “Company”) to the comments contained in your letter dated July 24, 2012, regarding the Company’s response dated June 25,
2012 to your letter dated June 7, 2012, regarding the Company’s Report on Form 10-K filed on February 28, 2012 and the Company’s Report on Form 10-Q filed on May 8, 2012, which comments were elaborated and clarified by
further discussions with the Commission staff since July 24, 2012, most recently on August 28, 2012.

 In response to
your comments of July 24, 2012, we have reproduced your comments below in boldface, italic type and set forth our response immediately below each comment.

 Form 10-K for the Year Ended December 31, 2011

 Item 8.
Financial Statements and Supplementary Data

 Notes to the Consolidated Financial Statements

18. Equity

Statutory Equity and Income, page 40

 Mr. James B. Rosenberg

 Securities and Exchange Commission

 August 31, 2012

 Page
 2

1.
With respect to your statutory disclosures, please amend your filing to address the following:

•

 The disclosure in this Note is required by ASC 944-505-50 and Article 7 Rule 7.03(a)(23)(c) of Regulation S-X and is thus required to be audited.
Please revise your filing to include the information on an audited basis.

•

 The reason for the use of “approximate” in your statements: “Represents approximate statutory net income (loss) (unaudited).”
and “Represents approximate statutory capital and surplus (unaudited).”

 Management Response:

 The Company’s U.S. insurance subsidiaries are required to file audited statutory-basis financial statements with the National
Association of Insurance Commissioners (“NAIC”) no later than June 1 of each year, several months after the Form 10-K is required to be filed with the U.S. Securities and Exchange Commission. The amounts disclosed in the
Company’s Form 10-K for the fiscal year ended December 31, 2011 (“2011 Form 10-K”) in Note 18, Equity — Statutory Equity and Income, are as reported to the states and the NAIC in an unaudited statutory annual statement
filing. These amounts are subject to audit. If differences did arise during the completion of the statutory financial statement audits, the Company is required to include a footnote in the audited statutory financial statements reconciling the
amounts included in the unaudited statutory annual statement previously filed or to re-file the statutory annual statement with the NAIC and state of domicile.

 American Life Insurance Company operations are regulated by applicable authorities of the countries in which the company operates and are subject to capital and solvency requirements in those countries.
As a result of the significant international nature and additional complexity involved in finalizing the statutory basis financial statements of this recently acquired business prior to the filing of the 2011 Form 10-K, the statutory amounts related
to American Life Insurance Company included the word “approximate.” Ultimately, there were no differences between the amounts included in Note 18 of the 2011 Form 10-K and the amounts included in the final audited statutory financial
statements for American Life Insurance Company.

 Based on the above, we do not believe that an amendment to the Company’s 2011 Form 10-K
to include this information on an audited basis is appropriate. Commencing with the Company’s Form 10-K filing for the year ending December 31, 2012, we will remove the words “unaudited” and “approximate” and state that
the amounts presented are derived from the statutory-basis financial statements as filed with insurance regulators. Attached hereto as Appendix A is a revised disclosure marked to show changes to the Company’s 2011 Form 10-K, for illustrative
purposes.

 1.A. [***]

 [***] Certain information has been omitted and filed with the Commission. Confidential treatment has been requested with respect to the omitted portions.

 Mr. James B. Rosenberg

 Securities and Exchange Commission

 August 31, 2012

 Page
 3

2.
Since your proposed disclosure does not include amounts for March 31, 2012, it does not more fully explain the $2 billion of net derivative losses as
requested. Please provide us revised proposed disclosure to include quantification.

 Management Response:

 Commencing with the Company’s Form 10-Q filing for the quarter ending June 30, 2012, we have added substantially the following
disclosure, adjusted to reflect actual results, for both the quarterly and year-to-date periods ending June 30, 2012 (only the three month period ending March 31, 2012 is shown below) in Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Result of Operations — Consolidated Results:

 We use freestanding
interest rate, equity, credit and currency derivatives to hedge certain invested assets and insurance liabilities. Certain of these hedges are designated and qualify as accounting hedges, which reduce volatility in earnings. For those hedges not
designated as accounting hedges, changes in market factors lead to the recognition of fair value changes in net derivative gains (losses) generally without an offsetting gain or loss recognized in earnings for the item being hedged.

Certain variable annuity products with minimum benefit guarantees contain embedded derivatives that are measured at estimated fair value separately from
the host variable annuity contract, with changes in estimated fair value recorded in net derivative gains (losses). The Company uses freestanding derivatives to hedge the market risks inherent in these variable annuity guarantees. The valuation of
these embedded derivatives includes a non-performance risk adjustment, which is unhedged and can be a significant driver of net derivative gains (losses) but does not have an economic impact on the Company.

The variable annuity embedded derivatives and associated freestanding derivative hedges are collectively referred to as “VA program
derivatives” in the following table. All other derivatives that are economic hedges of certain invested assets and insurance liabilities are referred to as “non-VA program derivatives” in the following table.

 Mr. James B. Rosenberg

 Securities and Exchange Commission

 August 31, 2012

 Page
 4

 The table below presents the impact on net derivative gains (losses) from non-VA program derivatives and
VA program derivatives:

Three months
ended March 31,
2012

Three months
ended March 31,
2011

Change

(In millions)

 Non-VA program derivatives

 Interest rate

$
 (811
)

$
(131
)

$
(680
)

 Foreign currency

(151
)

(183
)

32

 Credit

(82
)

(49
)

(33
)

 Equity

1

15

(14
)

 Total non-VA progam derivatives

(1,043
)

(348
)

(695
)

 VA Program Derivatives

 Market and other risks in embedded derivatives

3,091

993

2,098

 Non-performance risk on embedded derivatives

(1,244
)

(74
)

(1,170
)

 Total embedded derivatives

1,847

919

928

 Freestanding derivatives hedging embedded derivatives

(2,782
)

(886
)

(1,896
)

 Total VA program derivatives

(935
)

33

(968
)

 Net derivative gains (losses)

$
 (1,978
)

$
(315
)

$
(1,663
)

 The unfavorable change in net derivative gains (losses) on Non-VA program derivatives was $695 million. This reflects
long-term interest rates increasing more in the current period than in the prior period, which primarily impacted receive-fixed interest rate swaps, receiver swaptions, and long interest rate futures. These freestanding derivatives are primarily
hedging long duration liability portfolios. Because certain of these hedging strategies are not designated or do not qualify as accounting hedges, the changes in the estimated fair value of these freestanding derivatives are recognized in net
derivative gains (losses) without an offsetting gain or loss recognized in earnings for the item being hedged.

 The unfavorable change in net
derivative gains (losses) on VA program derivatives was $968 million. This was primarily due to an unfavorable change of $1.2 billion related to the change in the non-performance risk adjustment on embedded derivatives, partially offset by a
favorable change of $202 million on market and other risks in embedded derivatives, net of the impact of freestanding derivatives hedging those risks.

 The favorable change of $202 million is comprised of a $2.1 billion favorable change in market and other risks in our embedded derivatives which were driven by changes in market factors and a $1.9 billion
unfavorable change in freestanding derivatives that hedge market risks in embedded derivatives. The primary changes in market factors are summarized as follows:

•

 Equity index levels increased more in the current period than in the prior period and equity volatility decreased more in the current period than in
the prior period. These changes contributed to an unfavorable change in our freestanding derivatives and favorable changes in our embedded derivatives.

 Mr. James B. Rosenberg

 Securities and Exchange Commission

 August 31, 2012

 Page
 5

•

 Long-term interest rates increased more in the current period than in the prior period and contributed to an unfavorable change in our freestanding
derivatives and favorable changes in our embedded derivatives.

•

 Changes in foreign currency exchange rates contributed to an unfavorable change in our freestanding derivatives and a favorable change in our embedded
derivatives.

 *****

 We acknowledge 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
filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If we may be of assistance in answering any questions that may arise in connection with
the staff’s review of our response letter, please call me at 212-578-2005. For your convenience, we are sending a copy of this letter to you via e-mail at RosenbergJ@SEC.GOV, in addition to filing it on EDGAR under the form type label CORRESP.

 Sincerely,

 /s/ Peter M. Carlson

 Peter M. Carlson

cc:
Steven A. Kandarian

 Eric T.
Steigerwalt

 Appendix A

 MetLife, Inc.’s 2011 Form 10-K

 Note 18. Equity — Statutory Equity and Income

18.
Equity

 Statutory Equity
and Income

 Except for American Life, each insurance company’s state of domicile imposes minimum risk-based
capital (“RBC”) requirements that were developed by the National Association of Insurance Commissioners (“NAIC”). The formulas for determining the amount of RBC 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 RBC, 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 MetLife, Inc.’s U.S. insurance subsidiaries exceeded the minimum RBC requirements for all periods presented
herein.

 American Life does not write business in Delaware or any other domestic state and, as such, is exempt from RBC by
Delaware law. American Life operations are regulated by applicable authorities of the countries in which the company operates and are subject to capital and solvency requirements in those countries.

The NAIC has adopted the Codification of Statutory Accounting Principles (“Statutory Codification”). Statutory Codification is
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. Modifications by the various state
insurance departments may impact the effect of Statutory Codification on the statutory capital and surplus of MetLife, Inc.’s U.S. insurance subsidiaries.

 Statutory accounting principles 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.

 In addition,
certain assets are not admitted under statutory accounting principles and are charged directly to surplus. The most significant assets not admitted by the Company are net deferred income tax assets resulting from temporary differences between
statutory accounting principles basis and tax basis not expected to reverse and become recoverable within three years. Further, statutory accounting principles do not give recognition to purchase accounting adjustments.

Amounts presented in the tables below are derived from the statutory-basis financial statements as filed with the insurance
regulators.

 Statutory net income (loss) (unaudited) was as follows:

State of Domicile

Years Ended December 31,

2011

2010

2009

(In millions)

 Metropolitan Life Insurance Company

New York

$
1,970

$
2,066

$
1,221

 American Life Insurance Company (1)

Delaware

$
334

$
803

N/A

 MetLife Insurance Company of Connecticut

Connecticut

$
46

$
668

$
81

 Metropolitan Property and Casualty Company

Rhode Island

$
41

$
273

$
266

 Metropolitan Tower Life Insurance Company

Delaware

$
63

$
151

$
57

 MetLife Investors Insurance Company

Missouri

$
94

$
153

$
49

 Delaware American Life Insurance Company

Delaware

$
13

$
6

N/A

(1)
Represents approximate statutory net income (loss) (unaudited).

 Appendix A

 MetLife, Inc.’s 2011 Form 10-K

 Note 18. Equity — Statutory Equity and Income

 Statutory capital and surplus (unaudited) was as follows at:

December 31,

2011

2010

(In millions)

 Metropolitan Life Insurance Company

$
13,507

$
13,217

 American Life Insurance Company (1)

$
3,310

$
4,321

 MetLife Insurance Company of Connecticut

$
5,133

$
5,105

 Metropolitan Property and Casualty Company

$
1,857

$
1,845

 Metropolitan Tower Life Insurance Company

$
828

$
805

 MetLife Investors Insurance Company

$
600

$
499

 Delaware American Life Insurance Company

$
51

$
29

(1)
Represents approximate statutory capital and surplus (unaudited).

Dividend Restrictions

 The table below sets forth the dividends permitted to be paid by the respective insurance subsidiary without insurance regulatory approval and the respective dividends paid:

2012

2011

2010

 Company

Permitted w/o
Approval (1)

Paid (2)

Permitted w/o
Approval (3)

Paid (2)

Permitted w/o
Approval (3)

(In millions)

 Metropolitan Life Insurance Company

$
1,350

$
1,321
(4)

$
1,321

$
631
(4)

$
1,262

 American Life Insurance Company

$
168
(5)

$
661

$
661
(5)

$
—
(6)

$
511
(5)

 MetLife Insurance Company of Connecticut

$
504

$
517

$
517

$
330

$
659

 Metropolitan Property and Casualty Insurance Company

$
—

$
30

$
—

$
260

$
—

 Metropolitan Tower Life Insurance Compan