News Column

METLIFE INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations Index to Management's Discussion and Analysis of Financial Condition and Results of Operations

August 8, 2014

Page

Forward-Looking Statements and Other Financial Information 99 Executive Summary 99 Industry Trends 102 Summary of Critical Accounting Estimates 110 Economic Capital 111 Acquisitions and Disposition s 111 Results of Operations 112 Investments 137 Derivatives 152 Off-Balance Sheet Arrangements 155 Policyholder Liabilities 156 Liquidity and Capital Resources 163 Adoption of New Accounting Pronouncements 175 Future Adoption of New Accounting Pronouncements 175 Non-GAAP and Other Financial Disclosures 175 Subsequent Event 176 98



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

Table of Contents

Forward-Looking Statements and Other Financial Information For purposes of this discussion, "MetLife," the "Company," "we," "our" and "us" refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates. 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 MetLife, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report"), the cautionary language regarding forward-looking statements included below, the "Risk Factors" set forth in Part II, Item 1A, and the additional risk factors referred to therein, "Quantitative and Qualitative Disclosures About Market Risk" and the Company's interim condensed consolidated financial statements included elsewhere herein. This Management's Discussion and Analysis of Financial Condition and Results of Operations 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, or are tied to future periods, 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. Actual results could differ materially from those expressed or implied in the forward-looking statements. See "Note Regarding Forward-Looking Statements." This Management's Discussion and Analysis of Financial Condition and Results of Operations includes references to our performance measures, operating earnings and operating earnings available to common shareholders, that are not based on accounting principles generally accepted in the United States of America ("GAAP"). Operating earnings is the measure of segment profit or loss we use to evaluate segment performance and allocate resources. Consistent with GAAP guidance for segment reporting, operating earnings is our measure of segment performance. Operating earnings is also a measure by which senior management's and many other employees' performance is evaluated for the purposes of determining their compensation under applicable compensation plans. See "- Non-GAAP and Other Financial Disclosures" for definitions of these and other measures. Executive Summary MetLife is a global provider of life insurance, annuities, employee benefits and asset management. MetLife is organized into six segments, reflecting three broad geographic regions: Retail; Group, Voluntary & Worksite Benefits; Corporate Benefit Funding; and Latin America (collectively, the "Americas"); Asia; and Europe, the Middle East and Africa ("EMEA"). In addition, the Company reports certain of its results of operations in Corporate & Other, which includes MetLife Home Loans LLC ("MLHL"), the surviving, non-bank entity of the merger of MetLife Bank, National Association ("MetLife Bank") with and into MLHL. See Note 3 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for information regarding the Company's exit from the MetLife Bank businesses and other business activities. Management continues to evaluate the Company's segment performance and allocated resources and may adjust related measurements in the future to better reflect segment profitability. See Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements for further information on the Company's segments and Corporate & Other. Certain international subsidiaries have a fiscal year cutoff of November 30. Accordingly, the Company's interim condensed consolidated financial statements reflect the assets and liabilities of such subsidiaries as of May 31, 2014 and November 30, 2013 and the operating results of such subsidiaries for the three months and six months ended May 31, 2014 and 2013. The Company is in the process of converting to calendar year reporting for these subsidiaries. We expect to substantially complete these conversions by 2016. Amounts relating to the conversions to date have been de minimis and, therefore, have been reported in net income in the quarter of conversion. In the first quarter of 2014, the Company entered into a definitive agreement to sell its wholly-owned subsidiary, MetLife Assurance Limited ("MAL") and, as a result, began reporting the operations of MAL as divested business. The sale of MAL was completed in May 2014. See Note 3 of the Notes to the Interim Condensed Consolidated Financial Statements. Consequently, the results for Corporate Benefit Funding decreased by $4 million, net of $2 million of income tax, and $9 million, net of $5 million of income tax, for the three months and six months ended June 30, 2013, respectively. Also, the results for Corporate & Other decreased by $4 million, net of $2 million of income tax, and $7 million, net of $4 million of income tax, for the three months and six months ended June 30, 2013, respectively. 99



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

Table of Contents

In October 2013, MetLife, Inc. completed its previously announced acquisition of Administradora de Fondos de Pensiones Provida S.A. ("ProVida"), the largest private pension fund administrator in Chile based on assets under management and number of pension fund contributors. The acquisition of ProVida supports the Company's growth strategy in emerging markets and further strengthens the Company's overall position in Chile. See Note 3 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for further information on the acquisition of ProVida. In 2013, MetLife, Inc. announced its plans to merge three U.S.-based life insurance companies and an offshore reinsurance subsidiary to create one larger U.S.-based and U.S.-regulated life insurance company (the "Mergers"). The Mergers are expected to occur in the fourth quarter of 2014, subject to regulatory approvals. The companies to be merged are MetLife Insurance Company of Connecticut ("MICC"), MetLife Investors USA Insurance Company and MetLife Investors Insurance Company, each a U.S. insurance company that issues variable annuity products in addition to other products, and Exeter Reassurance Company, Ltd. ("Exeter"), a reinsurance company that mainly reinsures guarantees associated with variable annuity products. MICC, which is expected to be renamed and domiciled in Delaware, will be the surviving entity. Exeter, formerly a Cayman Islands company, was re-domesticated to Delaware in October 2013. Effective January 1, 2014, following receipt of New York State Department of Financial Services (the "Department of Financial Services") approval, MICC withdrew its license to issue insurance policies and annuity contracts in New York. Also effective January 1, 2014, MICC reinsured with an affiliate all existing New York insurance policies and annuity contracts that include a separate account feature. On December 31, 2013, MICC deposited investments with an estimated fair market value of $6.3 billion into a custodial account to secure MICC's remaining New York policyholder liabilities not covered by such reinsurance, which became restricted on January 1, 2014. The Mergers (i) may mitigate to some degree the impact of any restrictions on the use of captive reinsurers that could be adopted by the Department of Financial Services or other state insurance regulators by reducing our exposure to and use of captive reinsurers; (ii) will alleviate the need to use MetLife, Inc. cash to fund derivative collateral requirements; (iii) will increase transparency relative to our capital allocation and variable annuity risk management; and (iv) may impact the aggregate amount of dividends permitted to be paid without insurance regulatory approval. See "- Industry Trends - Regulatory Developments - U.S. Regulatory Developments - Insurance Regulatory Examinations," "- Liquidity and Capital Resources - MetLife, Inc. - Liquidity and Capital Sources - Dividends from Subsidiaries," "- Liquidity and Capital Resources - MetLife, Inc. - Liquidity and Capital Uses - Affiliated Capital Transactions" and Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for further information on the impact of the Mergers, and see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - The Company - Capital - Affiliated Captive Reinsurance Transactions" included in the 2013 Annual Report for information on our use of captive reinsurers. See also "Risk Factors - Acquisition-Related Risks - We Could Face Difficulties, Unforeseen Liabilities, Asset Impairments or Rating Actions Arising from Business Acquisitions or Integrating and Managing Growth of Such Businesses, Dispositions of Businesses, or Legal Entity Reorganizations" included in the 2013 Annual Report for information regarding the potential impact on our operations if the Mergers or related regulatory approvals are prevented or delayed. Sales experience was mixed across our businesses for the three months ended June 30, 2014 as compared to the same period of 2013. As a result of our continued focus on pricing discipline and risk management, sales of our variable annuity and Japan life products declined. Unfavorable mortality and morbidity experience adversely impacted our results. An increase in the average value of our separate accounts from continued strong equity market performance produced higher asset-based fee revenue. Positive net flows in combination with sales growth in our international segments increased our investment portfolio, resulting in higher investment income. The sustained low interest rate environment reduced investment yields, but also reduced interest crediting rates. In addition, changes in long-term interest rates resulted in derivative gains for the current period compared with losses in the prior period. Finally, the current period includes a loss on the disposition of MAL. 100



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

Table of Contents Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) Income (loss) from continuing operations, net of income tax $ 1,376$ 508$ 2,718$ 1,503 Less: Net investment gains (losses) (125 ) 110 (536 ) 424 Less: Net derivative gains (losses) 311 (1,690 ) 654 (2,320 ) Less: Other adjustments to continuing operations (1) (475 ) (94 ) (777 ) (829 ) Less: Provision for income tax (expense) benefit 44 566 164 955 Operating earnings 1,621 1,616 3,213 3,273 Less: Preferred stock dividends 31 31 61 61 Operating earnings available to common shareholders $ 1,590$ 1,585$ 3,152$ 3,212 __________________



(1) See definitions of operating revenues and operating expenses under "-

Non-GAAP and Other Financial Disclosures" for the components of such

adjustments.

Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 During the three months ended June 30, 2014, income (loss) from continuing operations, net of income tax, increased $868 million over the prior period. The change was predominantly due to a favorable change in net derivative gains (losses) of $2.0 billion ($1.3 billion, net of income tax) driven by changes in interest rates. This was offset by an unfavorable change in net investment gains (losses) of $235 million ($153 million, net of income tax) primarily driven by a loss on the disposition of MAL. In addition, an unfavorable change in other adjustments to continuing operations of $381 million ($248 million, net of income tax) was primarily associated with asymmetrical GAAP accounting treatment for insurance contracts. A slight increase in operating earnings available to common shareholders is the result of higher asset-based fee revenues from improved equity market performance, higher net investment income from portfolio growth and a decrease in interest credited expense, which was more than offset by unfavorable mortality and morbidity experience and a decrease in investment yields. In addition, our results for the current period include a $56 million, net of income tax, favorable reserve adjustment related to disability premium waivers in our retail life business. The fourth quarter 2013 acquisition of ProVida in Chile increased operating earnings available to common shareholders by $57 million, net of income tax. Effective January 1, 2014, the Patient Protection and Affordable Care Act ("PPACA") mandated that an annual fee be imposed on health insurers. This fee, which was not deductible for income tax purposes, reduced operating earnings by $15 million in the current period. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 During the six months ended June 30, 2014, income (loss) from continuing operations, net of income tax, increased $1.2 billion over the prior period. The change was predominantly due to a favorable change in net derivative gains (losses) of $3.0 billion ($1.9 billion, net of income tax) driven by changes in interest rates and foreign currency exchange rates. This was offset by an unfavorable change in net investment gains (losses) of $960 million ($624 million, net of income tax) primarily driven by a loss on the disposition of MAL. Operating earnings available to common shareholders decreased $60 million from the prior period. This decrease reflects unfavorable mortality and morbidity experience and a decrease in investment yields, along with higher asset-based fee revenues from improved equity market performance, higher net investment income from portfolio growth and a decrease in interest credited expense. Our results for the current period include charges totaling $57 million for a settlement with the Department of Financial Services and the District Attorney, New York County in relation to their respective inquiries into whether American Life Insurance Company ("American Life") and Delaware American Life Insurance Company ("DelAm") conducted business in New York without a license and whether representatives acting on behalf of the companies solicited, sold or negotiated insurance products in New York without a license. Our results for the current period also include a $56 million, net of income tax, favorable reserve adjustment related to disability premium waivers in our retail life business. The fourth quarter 2013 acquisition of ProVida in Chile increased operating earnings available to common shareholders by $111 million, net of income tax. The PPACA fee, which was not deductible for income tax purposes, reduced operating earnings by $29 million in the current period. 101



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

Table of Contents

Consolidated Company Outlook As part of an enterprise-wide strategic initiative, by 2016, we expect to increase our operating return on common equity, excluding accumulated other comprehensive income ("AOCI"), to the 12% to 14% range, driven by higher operating earnings. This target assumes that regulatory capital rules appropriately reflect the life insurance business model and that we have clarity on the rules in a reasonable time frame, allowing for meaningful share repurchases prior to 2016. If we are unable to repurchase a sufficient amount of shares, we expect the range of our operating return on common equity, excluding AOCI, to be 11% to 13%. Also, as part of this initiative, we will leverage our scale to improve the value we provide to customers and shareholders in order to achieve $1 billion in efficiencies, $600 million of which is expected to be related to net pre-tax expense savings, and $400 million of which we expect to be primarily reinvested in our technology, platforms and functionality to improve our current operations and develop new capabilities. We also continue to shift our product mix toward protection products and away from more capital-intensive products, in order to generate more predictable operating earnings and cash flows, and improve our risk profile and free cash flow. Finally, we plan to grow our investment management business which provides asset management products and services to our customers. We expect to achieve the 2016 target range on our operating return on common equity by primarily focusing on the following: Growth in premiums, fees and other revenues driven by:



- Accelerated growth in Group, Voluntary & Worksite Benefits;

- Increased fee revenue reflecting the benefit of higher equity markets on our separate account balances; and - Increases in our businesses outside of the U.S., notably accident & health, from continuing organic growth throughout our various



geographic regions and leveraging of our multichannel distribution

network.

Expanding our presence in emerging markets, including potential merger and

acquisition activity. We expect that by 2016, 20% or more of our operating

earnings will come from emerging markets, with the acquisition of ProVida

contributing to this increase.

Focus on disciplined underwriting. We see no significant changes to the

underlying trends that drive underwriting results; however, unanticipated

catastrophes could result in a high volume of claims. Focus on expense management in the light of the low interest rate environment, and continued focus on expense control throughout the Company.



Continued disciplined approach to investing and asset/liability management

("ALM"), through our enterprise risk and ALM governance process.

Industry Trends The following information on industry trends should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations - Industry Trends" in Part II, Item 7, of the 2013 Annual Report and in Part I, Item 2, of MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. We continue to be impacted by the unstable global financial and economic environment that has been affecting the industry. 102



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

Table of Contents

Financial and Economic Environment Our business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio and our insurance liabilities are sensitive to changing market factors. Global market factors, including interest rates, credit spreads, equity prices, real estate markets, foreign currency exchange rates, consumer spending, business investment, government spending, the volatility and strength of the capital markets, deflation and inflation, all affect the business and economic environment and, ultimately, the amount and profitability of our business. Disruptions in one market or asset class can also spread to other markets or asset classes. Upheavals in the financial markets can also affect our business through their effects on general levels of economic activity, employment and customer behavior. While our diversified business mix and geographically diverse business operations partially mitigate these risks, correlation across regions, countries and global market factors may reduce the benefits of diversification. Financial markets have also been affected by concerns over U.S. fiscal and monetary policy, although recent signs of Congressional compromise, reflected in the passage of a two-year budget agreement in December 2013 and the approval on February 12, 2014 of a bill to raise the debt ceiling until March 2015, appear to have alleviated some of these concerns. However, unless long-term steps are taken to raise the debt ceiling and reduce the federal deficit, rating agencies have warned of the possibility of future downgrades of U.S. Treasury securities. These issues could, on their own, or combined with the possible slowing of the global economy generally, send the U.S. into a new recession, have severe repercussions to the U.S. and global credit and financial markets, further exacerbate concerns over sovereign debt of other countries and disrupt economic activity in the U.S. and elsewhere. Concerns about the economic conditions, capital markets and the solvency of certain European Union ("EU") member states, including Portugal, Ireland, Italy, Greece and Spain ("Europe's perimeter region"), and of financial institutions that have significant direct or indirect exposure to debt issued by these countries, have been a cause of elevated levels of market volatility. However, after several tumultuous years, economic conditions in Europe's perimeter region seem to be stabilizing or improving, as evidenced by the stabilization of credit ratings, particularly in Spain, Portugal and Ireland. This, combined with greater European Central Bank ("ECB") support and improving macroeconomic conditions at the country level, has reduced the risk of default on the sovereign debt of certain countries in Europe's perimeter region and the risk of possible withdrawal of one or more countries from the Euro zone. See "- Investments - Current Environment" for information regarding credit ratings downgrades, support programs for Europe's perimeter region and our exposure to obligations of European governments and private obligors. The financial markets have also been affected by concerns that other EU member states could experience similar financial troubles, that some countries could default on their obligations, have to restructure their outstanding debt, or that financial institutions with significant holdings of sovereign or private debt issued by borrowers in Europe's perimeter region could experience financial stress, any of which could have significant adverse effects on the European and global economies and on financial markets, generally. In September 2012, the ECB announced a new bond buying program, Outright Monetary Transactions ("OMT"), intended to stabilize the European financial crisis. This program involves the potential purchase by the ECB of unlimited quantities of sovereign bonds with maturities of one to three years. The OMT has not been activated to date, but the possibility of its use by the ECB has succeeded in reducing investor concerns over the possible withdrawal of one or more countries from the Euro zone and has helped to lower sovereign yields in Europe's perimeter region. The Euro zone has emerged from its recession, but economic growth is expected to remain relatively muted, with concerns over low inflation becoming more pronounced as countries in Europe's perimeter region in particular continue to pursue policies to reduce their relative cost of production and reduce macroeconomic imbalances. More recently, concerns about the political and economic stability of countries in regions outside the EU, including Ukraine, Russia and Argentina, have contributed to global market volatility. See "Risk Factors - Economic Environment and Capital Markets-Related Risks - We Are Exposed to Significant Financial and Capital Markets Risks Which May Adversely Affect Our Results of Operations, Financial Condition and Liquidity, and May Cause Our Net Investment Income to Vary from Period to Period," and "Risk Factors - Economic Environment and Capital Markets-Related Risks - If Difficult Conditions in the Global Capital Markets and the Economy Generally Persist, They May Materially Adversely Affect Our Business and Results of Operations" included in the 2013 Annual Report. See also "- Investments - Current Environment - Selected Country Investments" for information regarding our investments in Ukraine, Russia, and Argentina. 103



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

Table of Contents

We face substantial exposure to the Japanese economy given our operations there. Despite a broad recovery in Gross Domestic Product ("GDP") growth and rising inflation over the last year, structural weaknesses and debt sustainability have yet to be addressed effectively, which leaves the economy vulnerable to further disruption. Going forward, Japan's structural and demographic challenges may continue to limit its potential growth unless reforms that boost productivity are put into place. Japan's high public sector debt levels are mitigated by low refinancing risks and its nominal yields on government debt have remained at a lower level than that of any other developed country. However, frequent changes in government have prevented policy makers from implementing fiscal reform measures to put public finances on a sustainable path. In January 2013, the government and the Bank of Japan pledged to strengthen policy coordination to end deflation and to achieve sustainable economic growth. This was followed by the announcement of a supplementary budget stimulus program totaling 2% of GDP and the adoption of a 2% inflation target by the Bank of Japan. In early April 2013, the Bank of Japan announced a new round of monetary easing measures including increased government bond purchases at longer maturities. In October 2013, the government agreed to raise the consumption tax from 5% to 8% effective April 1, 2014. While this was a positive step, the fiscal impact is likely to be neutral in the short term given the accompanying stimulus spending package. Despite this, the yen has weakened and inflation is expected to fall from current levels this year. As a result of the foregoing, Japan's public debt trajectory could continue to rise until a strategy to consolidate public finances and growth-enhancing reforms are implemented. Impact of a Sustained Low Interest Rate Environment As a global insurance company, we are affected by the monetary policy of central banks around the world, as well as the monetary policy of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") in the United States. The Federal Reserve Board has taken a number of actions in recent years to spur economic activity by keeping interest rates low and may take further actions to influence interest rates in the future, which may have an impact on the pricing levels of risk-bearing investments, and may adversely impact the level of product sales. On July 30, 2014, the Federal Reserve Board's Federal Open Market Committee ("FOMC"), citing cumulative progress toward maximum employment and the improvement in the outlook for labor market conditions since the inception of the current asset purchase program, decided to continue to modestly reduce the pace of its purchases of agency mortgage-backed securities from $15 billion per month to $10 billion per month and the pace of its purchases of longer-term U.S. Treasury securities from $20 billion per month to $15 billion per month, beginning in August 2014. Since December 2013, the FOMC has made similar measured reductions in the pace of its purchases of agency mortgage-backed securities and the pace of its purchases of longer-term U.S. Treasury securities. These quantitative easing measures are intended to stimulate the economy by keeping interest rates at low levels. The FOMC will closely monitor economic and financial developments in determining when to further moderate these quantitative easing measures, including with respect to the outlook for the labor market and inflation, as well as its assessment of the likely efficacy and costs of such purchases. The FOMC has stated that it will likely reduce the pace of its asset purchases in further measured steps at future meetings, and may make the final reduction following its October 2014 meeting, if subsequent economic data remains broadly aligned with its current expectations for a strengthening in the U.S. economy. The further reduction or end of the Federal Reserve Board's quantitative easing program could potentially increase U.S. interest rates from recent historically low levels, with uncertain impacts on U.S. risk markets, and may affect interest rates and risk markets in other developed and emerging economies. Even after the quantitative easing program ends and the economy strengthens, the FOMC reaffirmed that it anticipates keeping the target range for the federal funds rate at 0 to .25% for a considerable time, subject to labor market conditions and inflation indicators and expectations. Expectations for the end of the Federal Reserve Board's quantitative easing program and the potential for future raises in interest rates in the U.S. has prompted central banks in other parts of the world, including Brazil and India, to raise interest rates. Notably, however, the ECB, on June 5, 2014, adopted an array of stimulus measures, including a negative rate on bank deposits, intended to lessen the risk of a prolonged period of deflation and support economic recovery in the Euro zone. We cannot predict with certainty the effect of these programs and policies on interest rates or the impact on the pricing levels of risk-bearing investments at this time. See "- Investments - Current Environment." In periods of declining interest rates, we may have to invest insurance cash flows and reinvest the cash flows we received as interest or return of principal on our investments in lower yielding instruments. Moreover, borrowers may prepay or redeem the fixed income securities, commercial, agricultural or residential mortgage loans and mortgage-backed securities in our investment portfolio with greater frequency in order to borrow at lower market rates. Therefore, some of our products expose us to the risk that a reduction in interest rates will reduce the difference between the amounts that we are required to credit on contracts in our general account and the rate of return we are able to earn on investments intended to support obligations under these contracts. This difference between interest earned and interest credited, or margin, is a key metric for the management of, and reporting for, many of our businesses. 104



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

Table of Contents

Our expectations regarding future margins are an important component impacting the amortization of certain intangible assets such as deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA"). Significantly lower margins may cause us to accelerate the amortization, thereby reducing net income in the affected reporting period. Additionally, lower margins may also impact the recoverability of intangible assets such as goodwill, require the establishment of additional liabilities or trigger loss recognition events on certain policyholder liabilities. We review this long-term margin assumption, along with other assumptions, as part of our annual assumption review. Regulatory Developments The U.S. life insurance industry is regulated primarily at the state level, with some products and services 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. Regulations recently adopted or currently under review can potentially impact the statutory reserve and capital requirements of the industry. In addition, regulators have undertaken market and sales practices reviews of several markets or products, including equity-indexed annuities, variable annuities and group products, as well as reviews of the utilization of affiliated captive reinsurers or off-shore entities to reinsure insurance risks. The regulation of the global financial services industry has received renewed scrutiny as a result of the disruptions in the financial markets. Significant regulatory reforms have been recently adopted and additional reforms proposed, and these or other reforms could be implemented. See "Risk Factors - Regulatory and Legal Risks - Our Insurance and Brokerage Businesses Are Highly Regulated, and Changes in Regulation and in Supervisory and Enforcement Policies May Reduce Our Profitability and Limit Our Growth" included elsewhere herein, as well as "Business - U.S. Regulation," "Business - International Regulation," "Risk Factors - Risks Related to Our Business - Our Statutory Life Insurance Reserve Financings May Be Subject to Cost Increases and New Financings May Be Subject to Limited Market Capacity," and "Risk Factors - Regulatory and Legal Risks - Changes in U.S. Federal and State Securities Laws and Regulations, and State Insurance Regulations Regarding Suitability of Annuity Product Sales, May Affect Our Operations and Our Profitability" included in the 2013 Annual Report. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which was signed by President Obama in July 2010, effected the most far-reaching overhaul of financial regulation in the U.S. in decades. The full impact of Dodd-Frank on us will depend on the numerous rulemaking initiatives required or permitted by Dodd-Frank which are in various stages of implementation, many of which are not likely to be completed for some time. U.S. Regulatory Developments Insurance Regulatory Examinations 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. State insurance departments also have the authority to conduct examinations of non-domiciliary insurers that are licensed in their states. Except as otherwise disclosed in Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements included elsewhere herein, and in Note 21 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report, during the six months ended June 30, 2014 and the years ended December 31, 2013, 2012 and 2011, MetLife 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, Financial Industry Regulatory Authority and, occasionally, the U.S. Securities and Exchange Commission, have had investigations or inquiries relating to sales of individual life insurance policies or annuities or other products by Metropolitan Life Insurance Company ("MLIC"), MetLife Securities, Inc., New England Life Insurance Company, New England Securities Corporation, General American Life Insurance Company and MICC. These investigations often focus on the conduct of particular financial services representatives and the sale of unregistered or unsuitable products or the misuse of client assets. Over the past several years, these and a number of investigations by other regulatory authorities were resolved for monetary payments and certain other relief, including restitution payments. We may continue to resolve investigations in a similar manner. In addition, claims payment practices by insurance companies have received increased scrutiny from regulators. See Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements included elsewhere herein, and Note 21 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for further information regarding retained asset accounts and unclaimed property inquiries and related litigation. 105



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

Table of Contents

The Company has entered into a consent order with the Department of Financial Services to resolve its inquiry into whether American Life and DelAm conducted business in New York without a license and whether representatives acting on behalf of these companies solicited, sold or negotiated insurance products in New York without a license. The Company has entered into a deferred prosecution agreement with the District Attorney, New York County, regarding the same conduct. The Department of Financial Services consent order allows the Company, through an authorized insurer, to continue activities in New York related to its global employee benefits business through June 30, 2015. The Company is seeking legislation to allow for such activities beyond that date. See Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements included elsewhere herein for further information regarding the consent order and the deferred prosecution agreement. State insurance regulators and the National Association of Insurance Commissioners ("NAIC") are also investigating the use of affiliated captive reinsurers or off-shore entities to reinsure insurance risks. The Financial Condition Committee of the NAIC has charged its Financial Analysis Working Group with the task of performing a peer review of captive insurer reserve financings in order to gather more information regarding their nature and how extensively they are used. The NAIC contracted with Rector & Associates to study captives and recommend additional regulation. Rector & Associates issued recommendations in June 2014, modifying its report which was released for comment in late February 2014 (as modified, the "Rector Report"). The Rector Report was adopted by the NAIC on June 30, 2014. The adoption triggers charges to a number of NAIC working groups to develop, adopt and implement additional regulations on captives. It is premature to project the impact, if any, of any new captive regulations on MetLife. In late March 2014, the NAIC released for comment a proposed redefinition of "multi-state insurers" to prospectively include U.S. captive reinsurers, which would entail that certain standards, such as solvency standards, that apply to multi-state insurers would apply to U.S. captive reinsurers. Any states that did not apply multi-state insurer requirements would be at risk of losing their NAIC accreditation. As comments received on the proposed redefinition of "multi-state insurers" have been negative, it is premature to project its impact, if it is adopted, on captive usage by MetLife. Like many life insurance companies, we utilize captive reinsurers to satisfy reserve and capital requirements related to universal life and term life insurance policies. We also cede most of the variable annuity guarantee risks to a captive reinsurer, which allows us to consolidate hedging and other risk management programs. If state insurance regulators restrict the use of such captive reinsurers by following the lead of the Department of Financial Services which has recommended a moratorium on such transactions, or if we otherwise are unable to continue to use captive reinsurers in the future, our ability to write certain products or to hedge the associated risks efficiently, and/or our risk-based capital ("RBC") ratios and ability to deploy excess capital, could be adversely affected or we may need to increase prices on those products, which could adversely impact our competitive position and our results of operations. We will continue to evaluate product modifications, pricing structure and alternative means of managing risks, capital and statutory reserves and we expect the discontinued use of captive reinsurance on new reserve financing transactions would not have a material impact on our future consolidated financial results. In 2013, MetLife, Inc. announced its plans for the Mergers. See "- Executive Summary" for further information on the Mergers. The Mergers may mitigate to some degree the impact of any restrictions on the use of captive reinsurers that could be adopted by the Department of Financial Services or other state insurance regulators. For more information on our use of captive reinsurers see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - The Company - Capital - Affiliated Captive Reinsurance Transactions" and Note 16 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. The NAIC has been reviewing life insurers' use of non-variable separate accounts that are insulated from general account claims in the event of an insurance company insolvency, and adopted recommendations, subject to further review and development of guidance at a working group, on July 1, 2014. We are currently evaluating the impact, if any, that these recommendations may have on our business. The NAIC and certain state regulators continue to look at the use of non-insulated book value separate accounts for retail index-linked variable annuities and, for this business, the risk of unfavorable regulatory developments remains and our ability to do business in these markets could be adversely affected. The International Association of Insurance Supervisors ("IAIS") has encouraged U.S. insurance supervisors, such as the Department of Financial Services, to establish Supervisory Colleges for U.S.-based insurance groups with international operations, including MetLife, to facilitate cooperation and coordination among the insurance groups' supervisors and to enhance the member regulators' understanding of an insurance group's risk profile. MetLife, Inc. has been the subject of Supervisory College meetings chaired by the Department of Financial Services and attended by MetLife's key U.S. and international insurance regulators in January 2013 and March 2014. We have not received any report or recommendations from the Supervisory College meetings, and we do not expect any outcome of the meetings to have a material adverse effect on our business. 106



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

Table of Contents

Enhanced Prudential Standards for Non-Bank SIFIs On July 16, 2013, MetLife, Inc. was notified by the Financial Stability Oversight Council ("FSOC") that it had reached Stage 3 in the process to determine whether MetLife, Inc. would be named a non-bank systemically important financial institution ("non-bank SIFI"). We have been providing information to the FSOC to assist in its evaluation of MetLife, Inc. Regulation of MetLife, Inc. as a non-bank SIFI could materially and adversely affect our business. In December 2011, in accordance with the requirements of section 165 of Dodd-Frank, the Federal Reserve Board proposed a set of prudential standards ("Regulation YY") that would apply to non-bank SIFIs, including enhanced RBC requirements, leverage limits, liquidity requirements, single counterparty exposure limits, governance requirements for risk management, stress test requirements, special debt-to-equity limits for certain companies, early remediation procedures, and recovery and resolution planning. The Federal Reserve Board's proposal contemplates that these standards would be subject to the authority of the Federal Reserve Board to determine, on its own or in response to a recommendation by the FSOC, to tailor the application of the enhanced standards to different companies on an individual basis or by category, taking into consideration their capital structure, riskiness, complexity, financial activities, size, and any other risk-related factors that the Federal Reserve Board deems appropriate. As described below, the Federal Reserve Board has finalized a number of these requirements for bank holding companies and foreign banking organizations with total consolidated assets of $50 billion or more, but generally has not taken further action to implement most of these requirements for non-bank SIFIs. In October 2013, the Federal Reserve Board proposed specific regulations relating to liquidity requirements for banking organizations and some non-bank SIFIs, although the rules would not apply to non-bank SIFIs with substantial insurance operations. On February 18, 2014, the Federal Reserve Board adopted amendments to Regulation YY to implement certain of the enhanced prudential standards for bank holding companies and foreign banking organizations with total consolidated assets of $50 billion or more. The enhanced prudential standards include risk-based and leverage capital requirements, liquidity standards, requirements for overall risk management (including establishing a risk committee), stress-test requirements, and a 15-to-1 debt-to-equity limit for these companies. The amendments also establish risk committee requirements and capital stress testing requirements for certain bank holding companies and foreign banking organizations with total consolidated assets of $10 billion or more. While Regulation YY, as originally proposed, would have applied to non-bank SIFIs, the final rule does not. The Federal Reserve Board indicated that it plans to apply enhanced prudential standards to non-bank SIFIs by rule or order, enabling it to more appropriately tailor the standards to non-bank SIFIs and will provide affected non-bank SIFIs with notice and the opportunity to comment prior to determination of their enhanced prudential standards. Accordingly, the manner in which MetLife, Inc. would be regulated, if it were designated as a non-bank SIFI, remains unclear. The Federal Reserve Board has stated that it believes other provisions of Dodd-Frank, known as the Collins Amendment, constrain its ability to tailor capital standards for non-bank SIFIs. If the Federal Reserve Board requires insurers that are non-bank SIFIs to comply with capital standards or regimes (such as the Basel capital rules that were developed for banks) that do not take into account the insurance business model and the differences between banks and insurers, the business and competitive position of such insurer non-bank SIFIs could be materially and adversely affected. See "Risk Factors - Regulatory and Legal Risks - Our Insurance and Brokerage Businesses Are Highly Regulated, and Changes in Regulation and in Supervisory and Enforcement Policies May Reduce Our Profitability and Limit Our Growth - Insurance Regulation - U.S. - Federal Regulatory Agencies." Legislation that would clarify that the Federal Reserve Board may tailor capital rules for insurer non-bank SIFIs has been adopted by the U.S. Senate and is pending in the House of Representatives. The stress testing requirements have been implemented and require non-bank SIFIs (as well as bank holding companies with $50 billion or more of assets) to undergo three stress tests each year: an annual supervisory stress test conducted by the Federal Reserve Board and two company-run stress tests (an annual test which coincides with the timing of the supervisory stress test, and a mid-cycle test). Companies will be required to take the results of the stress tests into consideration in their annual capital planning and resolution and recovery planning. If MetLife, Inc. is designated by the FSOC as a non-bank SIFI, its competitive position and its ability to pay dividends, repurchase common stock or other securities or engage in other transactions that could affect its capital or need for capital could be adversely affected by any additional capital requirements that might be imposed as a result of the stress testing requirements, as well as enhanced prudential standards, other measures imposed as a result of the enactment of Dodd-Frank and other regulatory initiatives. Non-bank SIFIs would also be required to submit a resolution plan setting forth how the company could be resolved under the Bankruptcy Code in the event of material financial distress. Resolution plans would have to be resubmitted annually and promptly following any event, occurrence, change in conditions or circumstances, or other change that results in, or could reasonably be foreseen to have, a material effect on the resolution plan. A failure to submit a "credible" resolution plan could result in the imposition of a variety of measures, including additional capital, leverage, or liquidity requirements, and forced divestiture of assets or operations. 107



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

Table of Contents

In addition, if it were determined that MetLife, Inc. posed a substantial threat to U.S. financial stability, the applicable federal regulators would have the right to require it to take one or more other mitigating actions to reduce that risk, including limiting its ability to merge with or acquire another company, terminating activities, restricting its ability to offer financial products or requiring it to sell assets or off-balance sheet items to unaffiliated entities. Enhanced standards would also permit, but not require, regulators to establish requirements with respect to contingent capital, enhanced public disclosures and short-term debt limits. These standards are described as being more stringent than those otherwise imposed on bank holding companies; however, the Federal Reserve Board is permitted to apply them on an institution-by-institution basis, depending on its determination of the institution's level of risk. International Regulatory Developments Our international insurance operations are principally regulated by insurance regulatory authorities in the jurisdictions in which they are located or operate and are exposed to increased political, legal, financial, operational and other risks. A significant portion of our revenues is generated through operations in foreign jurisdictions, including many countries in early stages of economic and political development. Our international operations may be materially adversely affected by the actions and decisions of foreign authorities and regulators, such as through nationalization or expropriation of assets, the imposition of limits on foreign ownership of local companies, changes in laws (including tax laws and regulations), their application or interpretation, political instability, dividend limitations, price controls, changes in applicable currency, currency 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, as well as other adverse actions by foreign governmental authorities and regulators. Changes in the laws and regulations that affect our customers and independent sales intermediaries or their operations also may affect our business relationships with them and their ability to purchase or distribute our products. Such actions may negatively affect our business in these jurisdictions. For example, legislation in Poland became effective on February 1, 2014, enacting significant changes to the country's pension system, including redemption of Polish government bonds held by pension funds. This legislation will have a negative impact on our pension business in Poland, but will not have a material impact on our overall pension business. See "- Results of Operations - Segment Results and Corporate & Other - EMEA" for a discussion of a write-down of DAC and VOBA associated with this business. In addition, a tax reform bill is currently pending in Chile which includes a gradual increase in the corporate tax rate from 20% to 25% and the elimination of the taxable profits fund, an exemption on taxes on corporate income that is reinvested. As a result, we anticipate a one-time charge related to the increase in a deferred tax liability. The Ministry of Finance proposed amendments after the bill was introduced and some aspects of the tax reform may still change further. Also pending in Chile are changes to its pension system: a bill to create a state-owned pension company was introduced and a Presidential Advisory Committee was created to draft a reform proposal of the pension system. Both proposals are not finalized and may still change further during their congressional review. It is premature to predict the impact of such reforms on our pension business in Chile. We expect the scope and extent of regulation outside of the U.S., as well as regulatory oversight generally, to continue to increase. The regulatory environment in the countries in which we operate and changes in laws could have a material adverse effect on our results of operations. See "Risk Factors - Risks Related to Our Business - Our International Operations Face Political, Legal, Operational and Other Risks, Including Exposure to Local and Regional Economic Conditions, That Could Negatively Affect Those Operations or Our Profitability" included in the 2013 Annual Report. Solvency II Our insurance business throughout the European Economic Area will be subject to the Solvency II package, consisting of two inter-linked directives: Solvency II and Omnibus II, which have been adopted separately. Solvency II was adopted by European authorities in 2009. It codifies and harmonizes regulation for insurance undertakings established in the EU. It provides a framework for new risk management practices, solvency capital standards and disclosure requirements. Omnibus II was adopted in April 2014. It contains provisions that adapt Solvency II to the new supervisory architecture establishing the European Insurance and Occupational Pensions Authority ("EIOPA") and includes a package of measures to facilitate the provision of insurance products with long-term guarantees. Both directives will become effective on January 1, 2016. Leading up to Solvency II's effective date, EIOPA has published Interim Guidelines aimed at increasing preparedness of both supervisors and insurers. The Interim Guidelines are applicable from January 1, 2014 and include certain reporting and organizational requirements with which we are complying in accordance with the requirements of our local regulators. During 2014, the European Commission and EIOPA have progressed to "Level 2" rulemaking based on the adopted Omnibus II law. 108



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

Table of Contents

In addition, our insurance business in Mexico will be impacted by Mexico's insurance law reform, adopted in February 2013 (effective in April 2015). The law reform envisions a Solvency II-type regulatory framework, instituting changes to reserve and capital requirements and corporate governance and fostering greater transparency. The new regime includes secondary regulations subject to a 16-month consultation period, during which quantitative and qualitative impact studies will be performed and input from affected companies will be reviewed. In Chile, the law implementing Solvency II-like regulation is currently in the studies stage. However, the Chilean Insurance Regulator has already issued two resolutions, one for governance, and the other for risk management and control framework requirements. MetLife Chile has already implemented governance changes and risk policies to comply with these resolutions. The impact study considering the second draft of the regulation for RBC requirements was completed in May 2014. The law is expected to be published and approved in 2015, with the RBC regulation in force in 2016. Global Systemically Important Insurers The IAIS, an association of insurance supervisors and regulators and a member of the Financial Stability Board ("FSB"), an international entity established to coordinate, develop and promote regulatory, supervisory and other financial sector policies in the interest of financial stability, is participating in the FSB's initiative to identify global systemically important financial institutions and has devised and published a methodology to assess the systemic relevance of global insurers and has published a framework of policy measures to be applied to global systemically important insurers ("G-SIIs"). In July 2013, the FSB published its initial list of nine G-SIIs, based on the IAIS' assessment methodology, which includes MetLife, Inc. The FSB will update the list annually beginning in November 2014. For G-SIIs which engage in activities deemed to be systemically risky, the framework of policy measures calls for imposition of additional capital (higher loss absorbency ("HLA")) requirements on those activities. On July 9, 2014, the IAIS issued a second exposure draft of the basic capital requirements ("BCR") that the FSB has directed the IAIS to develop. The BCR provides a basis for the calculation of the HLA requirements. The BCR and HLA requirements are scheduled to be finalized by the end of 2014 and 2015, respectively. The IAIS has indicated that BCR will apply to G-SIIs in 2015 or shortly thereafter. Initially, reporting is expected to be on a confidential basis, subject to access by the IAIS for refinement purposes, if necessary. HLA requirements are to be applied in 2019 to companies designated as G-SIIs in 2017. In addition, the IAIS proposes to develop a risk-based global insurance capital standard by 2016 which will apply to all internationally active insurance groups, including G-SIIs, with implementation to begin in 2019 after two years of testing and refinement. The FSB and IAIS propose that national authorities ensure that any insurers identified as G-SIIs be subject to additional requirements consistent with the framework of policy measures, which include preparation of a systemic risk management plan, preparation of a recovery and resolution plan, enhanced liquidity planning and management, more intensive supervision, closer coordination among regulators through global supervisory colleges led by a regulator with group-wide supervisory authority, and a policy bias in favor of separation of non-traditional insurance and non-insurance activities from traditional insurance activities. The IAIS policy measures would need to be implemented by legislation or regulation in each applicable jurisdiction, and the impact on MetLife, Inc. and other designated G-SIIs in the U.S., is uncertain. Mortgage and Foreclosure-Related Exposures MetLife no longer engages in the origination, sale and servicing of forward and reverse residential mortgage loans. See Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements for further information regarding our mortgage and foreclosure-related exposures. Notwithstanding its exit from the origination and servicing businesses, MetLife Bank remained obligated to repurchase loans or compensate for losses upon demand due to alleged defects by MetLife Bank or its predecessor servicers in past servicing of the loans and material representations made in connection with MetLife Bank's sale of the loans. Reserves for representation and warranty repurchases and indemnifications were $103 million and $104 million at June 30, 2014 and December 31, 2013, respectively. Reserves for estimated future losses due to alleged deficiencies on loans originated and sold, as well as servicing of the loans including servicing acquired, are estimated based on unresolved claims and projected losses under investor servicing contracts where MetLife Bank's past actions or inactions are likely to result in missing certain stipulated investor timelines. Reserves for servicing defects were $45 million and $46 million at June 30, 2014 and December 31, 2013, respectively. Management is satisfied that adequate provision has been made in the Company's interim condensed consolidated financial statements for those representation and warranty obligations that are currently probable and reasonably estimable. 109



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

Table of Contents

Summary of Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Interim Condensed Consolidated Financial Statements. The most critical estimates include those used in determining: (i) liabilities for future policyholder benefits and the accounting for reinsurance; (ii) capitalization and amortization of DAC and the establishment and amortization of VOBA; (iii) estimated fair values of investments in the absence of quoted market values; (iv) investment impairments;



(v) estimated fair values of freestanding derivatives and the recognition and

estimated fair value of embedded derivatives requiring bifurcation;

(vi) measurement of goodwill and related impairment;

(vii) measurement of employee benefit plan liabilities;

(viii) measurement of income taxes and the valuation of deferred tax assets; and

(ix) liabilities for litigation and regulatory matters.

In addition, the application of acquisition accounting requires the use of estimation techniques in determining the estimated fair values of assets acquired and liabilities assumed - the most significant of which relate to aforementioned critical accounting estimates. In applying our accounting policies, we make 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 our business and operations. Actual results could differ from these estimates. The above critical accounting estimates are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Estimates" and Note 1 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. 110



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

Table of Contents

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 our business. Our economic capital model aligns segment allocated equity with emerging standards and consistent risk principles. The model applies statistics-based risk evaluation principles to the material risks to which the Company is exposed. These consistent risk principles include calibrating required economic capital shock factors to a specific confidence level and time horizon and applying an industry standard method for the inclusion of diversification benefits among risk types. Economic capital-based risk estimation is an evolving science and industry best practices have emerged and continue to evolve. Areas of evolving industry best practices include stochastic liability valuation techniques, alternative methodologies for the calculation of diversification benefits, and the quantification of appropriate shock levels. MetLife management is responsible for the on-going production and enhancement of the economic capital model and reviews its approach periodically to ensure that it remains consistent with emerging industry practice standards. For our domestic segments, net investment income is credited or charged based on the level of allocated equity; however, changes in allocated equity do not impact our consolidated net investment income, operating earnings or income (loss) from continuing operations, net of income tax. Acquisitions and Dispositions In July 2014, the previously announced life insurance joint venture in Vietnam among MetLife, Inc., Bank for Investment & Development of Vietnam and Bank for Investment & Development of Vietnam Insurance Corporation received all regulatory approvals and operations are expected to commence later in 2014. In April 2014, MetLife, Inc. and Malaysia's AMMB Holdings Bhd successfully completed the formation of their previously announced strategic partnership, in which each now holds approximately 50% of both AmMetLife Insurance Berhad and AmMetTakaful Berhad, each of which are parties to new exclusive 20-year distribution agreements with AMMB Holdings Bhd bank affiliates. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Acquisitions and Dispositions" included in the 2013 Annual Report for additional information. See Note 3 of the Notes to the Interim Condensed Consolidated Financial Statements for further information regarding the Company's disposition. 111



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

Table of Contents Results of Operations Consolidated Results Sales experience was mixed across our businesses for the three months ended June 30, 2014 as compared to the same period of 2013. Despite the slow economic recovery in the U.S., our disability, dental and group term life businesses generated premium growth through stronger sales and improved persistency, with the dental business also benefiting from the positive impact of pricing actions on existing business. The introduction of new products also drove growth in our voluntary benefits business. While the sustained low interest rate environment has contributed to the underfunding of pension plans, we experienced an increase in sales of pension closeouts. Competitive pricing and a relative increase in participation drove an increase in structured settlement sales. Sales of domestic variable annuities and Japan life products declined as we continue to focus on pricing discipline and risk management. In our Retail segment, higher fixed income annuity sales were partially offset by lower variable and universal life sales, mainly driven by the discontinuance of all but one of our secondary guarantees on universal life products. Sales in the majority of our other businesses abroad have improved. Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) Revenues Premiums $ 9,873$ 9,158$ 19,092$ 18,309 Universal life and investment-type product policy fees 2,458 2,371 4,879 4,662 Net investment income 5,259 5,282 10,294 11,359 Other revenues 490 490 968 970 Net investment gains (losses) (125 ) 110 (536 ) 424 Net derivative gains (losses) 311 (1,690 ) 654 (2,320 ) Total revenues 18,266 15,721 35,351 33,404 Expenses Policyholder benefits and claims and policyholder dividends 10,385 9,289 20,012 18,997 Interest credited to policyholder account balances 1,709 1,846 3,178 4,436 Capitalization of DAC (1,032 ) (1,212 ) (2,078 ) (2,468 ) Amortization of DAC and VOBA 1,062 958 2,120 1,782 Amortization of negative VOBA (111 ) (138 ) (226 ) (284 ) Interest expense on debt 312 321 624 642 Other expenses 3,991 4,096 7,945 8,491 Total expenses 16,316 15,160 31,575 31,596 Income (loss) from continuing operations before provision for income tax 1,950 561 3,776 1,808 Provision for income tax expense (benefit) 574 53 1,058 305 Income (loss) from continuing operations, net of income tax 1,376 508 2,718 1,503 Income (loss) from discontinued operations, net of income tax - 2 (3 ) (1 ) Net income (loss) 1,376 510 2,715 1,502 Less: Net income (loss) attributable to noncontrolling interests 10 8 21 14



Net income (loss) attributable to MetLife, Inc. 1,366 502 2,694 1,488 Less: Preferred stock dividends

31 31 61 61 Net income (loss) available to MetLife, Inc.'s common shareholders $ 1,335$ 471 $



2,633 $ 1,427

Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 During the three months ended June 30, 2014, income (loss) from continuing operations, before provision for income tax, increased $1.4 billion ($868 million, net of income tax) from the prior period primarily driven by a favorable change in net derivative gains (losses), partially offset by an unfavorable change in net investment gains (losses). In addition, an unfavorable change in other adjustments to continuing operations was primarily associated with asymmetrical GAAP accounting treatment for insurance contracts. 112



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

Table of Contents

We manage our investment portfolio using disciplined ALM principles, focusing on cash flow and duration to support our current and future liabilities. Our intent is to match the timing and amount of liability cash outflows with invested assets that have cash inflows of comparable timing and amount, while optimizing risk-adjusted net investment income and risk-adjusted total return. Our investment portfolio is heavily weighted toward fixed income investments, with over 80% of our portfolio invested in fixed maturity securities and mortgage loans. These securities and loans have varying maturities and other characteristics which cause them to be generally well suited for matching the cash flow and duration of insurance liabilities. Other invested asset classes, including, but not limited to, equity securities, other limited partnership interests and real estate and real estate joint ventures, provide additional diversification and opportunity for long-term yield enhancement in addition to supporting the cash flow and duration objectives of our investment portfolio. We also use derivatives as an integral part of our management of the investment portfolio to hedge certain risks, including changes in interest rates, foreign currency exchange rates, credit spreads and equity market levels. Additional considerations for our investment portfolio include current and expected market conditions and expectations for changes within our specific mix of products and business segments. In addition, the general account investment portfolio includes, within fair value option ("FVO") and trading securities, contractholder-directed unit-linked investments supporting unit-linked variable annuity type liabilities, which do not qualify as separate account assets. The returns on these contractholder-directed unit-linked investments, which can vary significantly from period to period, include changes in estimated fair value subsequent to purchase, inure to contractholders and are offset in earnings by a corresponding change in policyholder account balances ("PABs") through interest credited to policyholder account balances. The composition of the investment portfolio of each business segment is tailored to the specific characteristics of its insurance liabilities, causing certain portfolios to be shorter in duration and others to be longer in duration. Accordingly, certain portfolios are more heavily weighted in longer duration, higher yielding fixed maturity securities, or certain sub-sectors of fixed maturity securities, than other portfolios. We purchase investments to support our insurance liabilities and not to generate net investment gains and losses. However, net investment gains and losses are incurred and can change significantly from period to period due to changes in external influences, including changes in market factors such as interest rates, foreign currency exchange rates, credit spreads and equity markets; counterparty specific factors such as financial performance, credit rating and collateral valuation; and internal factors such as portfolio rebalancing. Changes in these factors from period to period can significantly impact the levels of both impairments and realized gains and losses on investments sold. 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 which creates volatility in earnings. Certain variable annuity products with guaranteed minimum benefits 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). We use freestanding derivatives to hedge the market risks inherent in these variable annuity guarantees. The valuation of these embedded derivatives includes a nonperformance risk adjustment, which is unhedged and can be a significant driver of net derivative gains (losses) and volatility in earnings, but does not have an economic impact on us. 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. The table below presents the impact on net derivative gains (losses) from non-VA program derivatives and VA program derivatives: 113



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

Table of Contents Three Months Ended June 30, 2014 2013 (In millions) Non-VA program derivatives Interest rate $ 184$ (951 ) Foreign currency exchange rate (38 ) (408 ) Credit 33 15 Equity (28 ) 17 Non-VA embedded derivatives (66 ) 92 Total non-VA program derivatives 85 (1,235 ) VA program derivatives Market risks in embedded derivatives 380 1,312 Nonperformance risk on embedded derivatives (51 ) (236 ) Other risks in embedded derivatives (34 ) (89 ) Total embedded derivatives 295 987



Freestanding derivatives hedging embedded derivatives (69 ) (1,442 ) Total VA program derivatives

226 (455 ) Net derivative gains (losses) $ 311$ (1,690 ) The favorable change in net derivative gains (losses) on non-VA program derivatives was $1.3 billion ($858 million, net of income tax). This was primarily due to long-term interest rates decreasing in the current period and increasing in the prior period, favorably impacting receive-fixed interest rate swaps, interest rate swaptions and net long interest rate floors. These freestanding derivatives were primarily hedging long duration liability portfolios. The strengthening of the Japanese yen relative to other key currencies favorably impacted foreign currency forwards and futures that primarily hedge foreign denominated bonds. 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 favorable change in net derivative gains (losses) on VA program derivatives was $681 million ($443 million, net of income tax). This was due to a favorable change of $441 million ($287 million, net of income tax) on market risks in embedded derivatives, net of the impact of freestanding derivatives hedging those risks, a favorable change of $185 million ($120 million, net of income tax) related to the change in the nonperformance risk adjustment on embedded derivatives and a favorable change of $55 million ($36 million, net of income tax) on other risks in embedded derivatives. Other risks relate primarily to the impact of policyholder behavior and other non-market risks that generally cannot be hedged. The foregoing $441 million ($287 million, net of income tax) favorable change was comprised of a $1.4 billion ($893 million, net of income tax) favorable change in freestanding derivatives that hedge market risks in embedded derivatives, which was partially offset by a $932 million ($606 million, net of income tax) unfavorable change in market risks in embedded derivatives.



The primary changes in market factors are summarized as follows: Long-term interest rates decreased in the current period and increased in

the prior period, contributing to a favorable change in our freestanding

derivatives and an unfavorable change in our embedded derivatives.

Key equity index levels increased more in the current period than in the

prior period, contributing to a favorable change in our embedded

derivatives and an unfavorable change in our freestanding derivatives.

Key equity volatility measures decreased in the current period and increased in the prior period, contributing to a favorable change in our embedded derivatives and an unfavorable change in our freestanding derivatives.



Changes in foreign currency exchange rates contributed to a favorable

change in our freestanding derivatives and an unfavorable change in our embedded derivatives. 114



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

Table of Contents

The aforementioned $185 million ($120 million, net of income tax) favorable change in the nonperformance risk adjustment was due to a favorable change of $259 million, before income tax, as a result of changes in capital market inputs, such as long-term interest rates and key equity index levels, on the variable annuity guarantees, partially offset by an unfavorable change of $74 million, before income tax, in our own credit spread. We calculate the nonperformance risk adjustment as the change in the embedded derivative discounted at the risk adjusted rate (which includes our own credit spread to the extent that the embedded derivative is in-the-money) less the change in the embedded derivative discounted at the risk free rate. When equity index levels decrease in isolation, the variable annuity guarantees become more valuable to policyholders, which results in an increase in the undiscounted embedded derivative liability. Discounting this unfavorable change by the risk adjusted rate yields a smaller loss than by discounting at the risk free rate, thus creating a gain from including an adjustment for nonperformance risk. When the risk free interest rate decreases in isolation, discounting the embedded derivative liability produces a higher valuation of the liability than if the risk free interest rate had remained constant. Discounting this unfavorable change by the risk adjusted rate yields a smaller loss than by discounting at the risk free rate, thus creating a gain from including an adjustment for nonperformance risk. When our own credit spread increases in isolation, discounting the embedded derivative liability produces a lower valuation of the liability than if our own credit spread had remained constant. As a result, a gain is created from including an adjustment for nonperformance risk. For each of these primary market drivers, the opposite effect occurs when they move in the opposite direction. The foregoing $55 million ($36 million, net of income tax) favorable change in other risks in embedded derivatives was primarily due to the following: Foreign currency translation adjustments caused by a strengthening of the Japanese yen resulted in a favorable change in the valuation of the embedded derivatives.



An increase in the risk margin adjustment caused by higher policyholder

behavior risks resulted in an unfavorable period over period change in the

valuation of the embedded derivatives.

In-force changes and the mismatch of fund performance between actual and

modeled funds resulted in an unfavorable period over period change in the

valuation of the embedded derivatives.

A combination of other factors, including the cross effect of capital

markets changes and refinements to the valuation model, resulted in a favorable period over period change in the valuation of the embedded derivatives. The unfavorable change in net investment gains (losses) of $235 million ($153 million, net of income tax) primarily reflects a loss on the disposition of MAL, lower net gains on sales of fixed maturity securities and higher impairments of equity securities in the current period, partially offset by higher net gains on sales of equity securities and a decrease in impairments of fixed maturity securities from improving market conditions. Income (loss) from continuing operations, before provision for income tax, related to the divested businesses, excluding net investment gains (losses) and net derivative gains (losses), increased $34 million to income of $13 million in the current period from a loss of $21 million in the prior period. Included in this improvement was a decrease in total expenses of $35 million, before income tax. Income tax expense for the three months ended June 30, 2014 was $574 million, or 29% of income (loss) from continuing operations before provision for income tax, compared with $53 million, or 9% of income (loss) from continuing operations before provision for income tax, for the three months ended June 30, 2013. The Company's second quarter 2014 effective tax rate differs from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, foreign earnings taxed at lower rates than the U.S. statutory rate and the tax effects of the MAL divestiture. The Company's second quarter 2013 effective tax rate was different from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, and foreign earnings taxed at lower rates than the U.S. statutory rate. The second quarter of 2014 includes a $5 million tax charge related to the fee imposed by the PPACA, which was not deductible for income tax purposes, and a $38 million tax charge related to the repatriation of earnings from Japan. On June 11, 2014, the Internal Revenue Service concluded its audit of the Company's tax returns for the years 2003 through 2006 and issued a Revenue Agent's Report. The Company agreed with certain tax adjustments and protested other tax adjustments to IRS Appeals. The Protest was filed on July 10, 2014. Management believes it has established adequate tax liabilities and final resolution of the audit for the years 2003 through 2006 is not expected to have a material impact on the Company's financial statements. 115



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

Table of Contents

As more fully described in "- Non-GAAP and Other Financial Disclosures," we use operating earnings, which does not equate to income (loss) from continuing operations, net of income tax, as determined in accordance with GAAP, to analyze our performance, evaluate segment performance, and allocate resources. We believe that the presentation of operating earnings and operating earnings available to common shareholders, as we measure it for management purposes, enhances the understanding of our performance by highlighting the results of operations and the underlying profitability drivers of the business. Operating earnings and operating earnings available to common shareholders should not be viewed as substitutes for income (loss) from continuing operations, net of income tax, and net income (loss) available to MetLife, Inc.'s common shareholders, respectively. Operating earnings available to common shareholders increased $5 million, net of income tax, and was $1.6 billion, net of income tax, for both the three months ended June 30, 2014 and 2013. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 During the six months ended June 30, 2014, income (loss) from continuing operations, before provision for income tax, increased $2.0 billion ($1.2 billion, net of income tax) from the prior period primarily driven by a favorable change in net derivative gains (losses), partially offset by an unfavorable change in net investment gains (losses). 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. The table below presents the impact on net derivative gains (losses) from non-VA program derivatives and VA program derivatives: Six Months Ended June 30, 2014 2013 (In millions) Non-VA program derivatives Interest rate $ 420$ (1,166 ) Foreign currency exchange rate 8 (812 ) Credit 44 59 Equity (40 ) 17 Non-VA embedded derivatives (79 ) 102 Total non-VA program derivatives 353 (1,800 ) VA program derivatives Market risks in embedded derivatives 354 3,186 Nonperformance risk on embedded derivatives (8 ) (650 ) Other risks in embedded derivatives (147 ) 125 Total embedded derivatives 199 2,661



Freestanding derivatives hedging embedded derivatives 102 (3,181 ) Total VA program derivatives

301 (520 ) Net derivative gains (losses) $ 654$ (2,320 ) The favorable change in net derivative gains (losses) on non-VA program derivatives was $2.2 billion ($1.4 billion, net of income tax). This was primarily due to long-term interest rates decreasing in the current period and increasing in the prior period, favorably impacting receive-fixed interest rate swaps, interest rate swaptions and net long interest rate floors. These freestanding derivatives were primarily hedging long duration liability portfolios. The strengthening of the Japanese yen relative to other key currencies favorably impacted foreign currency forwards and futures that primarily hedge foreign denominated bonds. 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. 116



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

Table of Contents

The favorable change in net derivative gains (losses) on VA program derivatives was $821 million ($533 million, net of income tax). This was due to a favorable change of $642 million ($417 million, net of income tax) related to the change in the nonperformance risk adjustment on embedded derivatives and a favorable change of $451 million ($293 million, net of income tax) on market risks in embedded derivatives, net of the impact of freestanding derivatives hedging those risks, partially offset by an unfavorable change of $272 million ($177 million, net of income tax) on other risks in embedded derivatives. Other risks relate primarily to the impact of policyholder behavior and other non-market risks that generally cannot be hedged. The aforementioned $642 million ($417 million, net of income tax) favorable change in the nonperformance risk adjustment was due to a favorable change of $523 million, before income tax, as a result of changes in capital market inputs, such as long-term interest rates and key equity index levels, on the variable annuity guarantees, as well as a favorable change of $119 million, before income tax, in our own credit spread. The foregoing $451million ($293 million, net of income tax) favorable change is comprised of a $3.3 billion ($2.1 billion, net of income tax) favorable change in freestanding derivatives that hedge market risks in embedded derivatives, which was partially offset by a $2.8 billion ($1.8 billion, net of income tax) unfavorable change in market risks in embedded derivatives. The primary changes in market factors are summarized as follows: Long-term interest rates decreased in the current period and increased in



the prior period, contributing to a favorable change in our freestanding

derivatives and an unfavorable change in our embedded derivatives.

Key equity index levels increased less in the current period than in the

prior period contributing to a favorable change in our freestanding derivatives and an unfavorable change in our embedded derivatives. Key equity volatility measures decreased in the current period and increased in the prior period, contributing to a favorable change in our embedded derivatives and an unfavorable change in our freestanding derivatives.



Changes in foreign currency exchange rates contributed to a favorable

change in our freestanding derivatives and an unfavorable change in our embedded derivatives.



The foregoing $272 million ($177 million, net of income tax) unfavorable change in other risks in embedded derivatives was primarily due to the following: Foreign currency translation adjustments caused by a strengthening of the

Japanese yen resulted in a favorable change in the valuation of the embedded derivatives.



An increase in the risk margin adjustment caused by higher policyholder

behavior risks resulted in an unfavorable period over period change in the

valuation of the embedded derivatives.

In-force changes and the mismatch of fund performance between actual and

modeled funds resulted in an unfavorable period over period change in the

valuation of the embedded derivatives. The cross effect of capital markets changes and refinements to the valuation model resulted in a favorable period over period change in the valuation of embedded derivatives.



Other factors, including reserve changes influenced by benefit features

and policyholder behavior, resulted in an unfavorable period over period

change in the valuation of embedded derivatives.

The unfavorable change in net investment gains (losses) of $960 million ($624 million, net of income tax) primarily reflects a loss on the disposition of MAL and lower net gains on sales of fixed maturity securities in the current period, partially offset by higher net gains on sales of equity securities and a decrease in impairments of fixed maturity securities from improving market conditions. Income (loss) from continuing operations, before provision for income tax, related to the divested businesses, excluding net investment gains (losses) and net derivative gains (losses), increased $154 million to income of $20 million in the current period from a loss of $134 million in the prior period. Included in this improvement was a decrease in total revenues of $54 million, before income tax, and a decrease in total expenses of $208 million, before income tax. 117



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

Table of Contents

Income tax expense for the six months ended June 30, 2014 was $1.1 billion, or 28% of income (loss) from continuing operations before provision for income tax, compared with $305 million, or 17% of income (loss) from continuing operations before provision for income tax, for the six months ended June 30, 2013. The Company's 2014 effective tax rate differs from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, foreign earnings taxed at lower rates than the U.S. statutory rate and the tax effects of the MAL divestiture. The Company's 2013 effective tax rate was different from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, and foreign earnings taxed at lower rates than the U.S. statutory rate. The 2014 period includes a $28 million tax charge related to a portion of the aforementioned settlement of a licensing matter and the PPACA fee, both of which were not deductible for income tax purposes, and a $38 million tax charge related to the repatriation of earnings from Japan. In addition, in 2013, the Company received an income tax refund from the Japanese tax authority and recorded a $119 million reduction to income tax expense. Operating earnings available to common shareholders decreased $60 million, net of income tax, and was $3.2 billion, net of income tax, for both the six months ended June 30, 2014 and 2013. Reconciliation of income (loss) from continuing operations, net of income tax, to operating earnings available to common shareholders Three Months Ended June 30, 2014 Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Income (loss) from continuing operations, net of income tax $ 627$ 230$ 306$ 46$ 333$ 137$ (303 )$ 1,376 Less: Net investment gains (losses) 10 10 (195 ) (14 ) 82 2 (20 ) (125 ) Less: Net derivative gains (losses) 225 71 125 8 (35 ) 49 (132 ) 311 Less: Other adjustments to continuing operations (1) (274 ) (42 ) (22 ) (146 ) (6 ) 31 (16 ) (475 ) Less: Provision for income tax (expense) benefit 14 (14 ) 24 38 (27 ) (38 ) 47 44 Operating earnings $ 652$ 205$ 374$ 160$ 319$ 93 (182 ) 1,621 Less: Preferred stock dividends 31 31 Operating earnings available to common shareholders $ (213 )$ 1,590



Three Months Ended June 30, 2013

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Income (loss) from continuing operations, net of income tax $ 301$ 26$ 234$ 228$ (34 )$ 69$ (316 )$ 508 Less: Net investment gains (losses) 23 (28 ) (3 ) 9 85 23 1 110 Less: Net derivative gains (losses) (421 ) (310 ) (209 ) (28 ) (486 ) (4 ) (232 ) (1,690 ) Less: Other adjustments to continuing operations (1) (32 ) (45 ) 39 171 (117 ) (21 ) (89 ) (94 ) Less: Provision for income tax (expense) benefit 150 134 61 (49 ) 154 3 113 566 Operating earnings $ 581$ 275$ 346$ 125$ 330$ 68 (109 ) 1,616 Less: Preferred stock dividends 31 31 Operating earnings available to common shareholders $ (140 )$ 1,585 __________________

(1) See definitions of operating revenues and operating expenses under "- Non-GAAP and Other Financial Disclosures" for the components of such adjustments. 118



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

Table of Contents

Six Months Ended June 30, 2014

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Income (loss) from continuing operations, net of income tax $ 1,194$ 461$ 369$ 186$ 758$ 240$ (490 )$ 2,718 Less: Net investment gains (losses) 16 (1 ) (736 )



15 239 (7 ) (62 ) (536 ) Less: Net derivative gains (losses)

296 187 228 4 (42 ) 87 (106 ) 654 Less: Other adjustments to continuing operations (1) (421 ) (81 ) (24 ) (233 ) (18 ) 30 (30 ) (777 ) Less: Provision for income tax (expense) benefit 39 (37 ) 172 57 (68 ) (51 ) 52 164 Operating earnings $ 1,264$ 393$ 729$ 343$ 647$ 181 (344 ) 3,213 Less: Preferred stock dividends 61 61 Operating earnings available to common shareholders $ (405 )$ 3,152



Six Months Ended June 30, 2013

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Income (loss) from continuing operations, net of income tax $ 702$ 157$ 639$ 334$ (111 )$ 152$ (370 )$ 1,503 Less: Net investment gains (losses) 96 (11 ) 19 9 213 39 59 424 Less: Net derivative gains (losses) (577 ) (439 ) (104 ) (19 ) (1,038 ) (10 ) (133 ) (2,320 ) Less: Other adjustments to continuing operations (1) (296 ) (85 ) 84 106 (386 ) (13 ) (239 ) (829 ) Less: Provision for income tax (expense) benefit 272 187 - (30 ) 437 (19 ) 108 955 Operating earnings $ 1,207$ 505$ 640$ 268$ 663$ 155 (165 ) 3,273 Less: Preferred stock dividends 61 61 Operating earnings available to common shareholders $ (226 )$ 3,212 __________________

(1) See definitions of operating revenues and operating expenses under "- Non-GAAP and Other Financial Disclosures" for the components of such adjustments. 119



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

Table of Contents

Reconciliation of GAAP revenues to operating revenues and GAAP expenses to operating expenses Three Months Ended June 30, 2014

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Total revenues $ 5,509$ 4,820$ 2,203$ 1,452$ 3,100$ 1,192$ (10 )$ 18,266 Less: Net investment gains (losses) 10 10 (195 ) (14 ) 82 2 (20 ) (125 ) Less: Net derivative gains (losses) 225 71 125 8 (35 ) 49 (132 ) 311 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (1 ) - - - 1 3 - 3 Less: Other adjustments to revenues (1) (21 ) (42 ) 14 20 (2 ) 292 15 276 Total operating revenues $ 5,296$ 4,781$ 2,259$ 1,438$ 3,054$ 846$ 127$ 17,801 Total expenses $ 4,557$ 4,465$ 1,720$ 1,408$ 2,613$ 1,000$ 553$ 16,316 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) 63 - - - (3 ) 3 - 63 Less: Other adjustments to expenses (1) 189 - 36 166 8 261 31 691 Total operating expenses $ 4,305$ 4,465$ 1,684$ 1,242$ 2,608$ 736$ 522$ 15,562



Three Months Ended June 30, 2013

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Total revenues $ 4,627$ 4,161$ 1,871 $



1,216 $ 3,210$ 702$ (66 )$ 15,721 Less: Net investment gains (losses)

23 (28 ) (3 ) 9 85 23 1 110 Less: Net derivative gains (losses) (421 ) (310 ) (209 ) (28 ) (486 ) (4 ) (232 ) (1,690 ) Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (4 ) - - - 2 7 - 5 Less: Other adjustments to revenues (1) (34 ) (45 ) 46



4 436 (132 ) 26 301 Total operating revenues $ 5,063$ 4,544$ 2,037$ 1,231$ 3,173$ 808$ 139$ 16,995 Total expenses

$ 4,173$ 4,130$ 1,510$ 903$ 3,236$ 640$ 568$ 15,160 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (112 ) - - - (1 ) 9 - (104 ) Less: Other adjustments to expenses (1) 106 - 7



(167 ) 556 (113 ) 115 504 Total operating expenses $ 4,179$ 4,130$ 1,503$ 1,070$ 2,681$ 744$ 453$ 14,760

__________________

(1) See definitions of operating revenues and operating expenses under "- Non-GAAP and Other Financial Disclosures" for the components of such adjustments. 120



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

Table of Contents

Six Months Ended June 30, 2014

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Total revenues $ 10,792$ 9,625$ 3,641



$ 2,792$ 6,201$ 2,159$ 141$ 35,351 Less: Net investment gains (losses)

16 (1 ) (736 )



15 239 (7 ) (62 ) (536 ) Less: Net derivative gains (losses)

296 187 228 4 (42 ) 87 (106 ) 654 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (1 ) - - - 1 6 - 6 Less: Other adjustments to revenues (1) (45 ) (81 ) 54 24 (50 ) 382 26 310



Total operating revenues $ 10,526$ 9,520$ 4,095$ 2,749$ 6,053$ 1,691$ 283$ 34,917 Total expenses

$ 8,979$ 8,916$ 3,053$ 2,593$ 5,101$ 1,824$ 1,109$ 31,575 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) 61 - - - (4 ) 7 - 64 Less: Other adjustments to expenses (1) 314 - 78 257 (27 ) 351 56 1,029



Total operating expenses $ 8,604$ 8,916$ 2,975$ 2,336$ 5,132$ 1,466$ 1,053$ 30,482

Six Months Ended June 30, 2013

Group, Voluntary Corporate & Worksite Benefit Latin Corporate Retail Benefits Funding America Asia EMEA & Other Total (In millions) Total revenues $ 9,423$ 8,624$ 4,068



$ 2,415$ 6,612$ 1,916$ 346$ 33,404 Less: Net investment gains (losses)

96 (11 ) 19 9 213 39 59 424 Less: Net derivative gains (losses) (577 ) (439 ) (104 ) (19 ) (1,038 ) (10 ) (133 ) (2,320 ) Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (6 ) - - - 3 5 - 2 Less: Other adjustments to revenues (1) (71 ) (85 ) 169 13 1,074 261 65 1,426



Total operating revenues $ 9,981$ 9,159$ 3,984$ 2,412$ 6,360$ 1,621$ 355$ 33,872 Total expenses

$ 8,365$ 8,398$ 3,083$ 1,974$ 6,837$ 1,715$ 1,224$ 31,596 Less: Adjustments related to net investment gains (losses) and net derivative gains (losses) (176 ) - - - (11 ) 5 - (182 ) Less: Other adjustments to expenses (1) 395 - 85 (93 ) 1,474 274 304 2,439



Total operating expenses $ 8,146$ 8,398$ 2,998$ 2,067$ 5,374$ 1,436$ 920$ 29,339

__________________

(1) See definitions of operating revenues and operating expenses under "- Non-GAAP and Other Financial Disclosures" for the components of such adjustments. 121



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

Table of Contents

Consolidated Results - Operating

Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 9,853$ 9,157$ 19,070$ 18,260 Universal life and investment-type product policy fees 2,360 2,281 4,683 4,492 Net investment income 5,095 5,057 10,180 10,139 Other revenues 493 500 984 981 Total operating revenues 17,801 16,995 34,917 33,872 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 9,964 9,174 19,337 18,199 Interest credited to policyholder account balances 1,425 1,521 2,826 3,075 Capitalization of DAC (1,031 ) (1,212 ) (2,077 ) (2,468 ) Amortization of DAC and VOBA 1,025 1,105 2,075 2,121 Amortization of negative VOBA (99 ) (124 ) (202 ) (255 ) Interest expense on debt 299 287 593 575 Other expenses 3,979 4,009 7,930 8,092 Total operating expenses 15,562 14,760 30,482 29,339 Provision for income tax expense (benefit) 618 619 1,222 1,260 Operating earnings 1,621 1,616 3,213 3,273 Less: Preferred stock dividends 31 31 61 61 Operating earnings available to common shareholders $ 1,590$ 1,585$ 3,152$ 3,212



Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013

Unless otherwise stated, all amounts discussed below are net of income tax. The slight increase in operating earnings was the result of higher asset-based fee revenues from improved equity market performance, higher net investment income from portfolio growth and a decrease in interest credited expense, which was more than offset by unfavorable mortality and morbidity experience and a decrease in investment yields. In addition, the fourth quarter 2013 acquisition of ProVida in Chile increased operating earnings by $57 million. Changes in foreign currency exchange rates had a $20 million negative impact on results compared to the prior period. We experienced less favorable mortality and morbidity in the majority of our segments, but most significantly in our Group, Voluntary & Worksite Benefits segment. In addition, in our property & casualty businesses, catastrophe-related losses increased as a result of severe storm activity in the current period. The combined impact of mortality, morbidity and claims experience decreased operating earnings by $124 million. Refinements to DAC and certain insurance-related liabilities in both periods resulted in an $81 million increase in operating earnings, primarily driven by a favorable reserve adjustment in the current period related to disability premium waivers in our life business within our Retail segment and a write-down of DAC and VOBA in the prior period related to pension reform in Poland in our EMEA segment. An increase of $39 million in other operating expenses was primarily driven by higher costs associated with corporate initiatives and projects in Corporate & Other, as well as higher employee- and information technology-related costs in our Latin America segment as we invest in this high growth market. In addition, the fee imposed by the PPACA reduced operating earnings by $15 million in the current period. 122



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

Table of Contents

We benefited from strong sales and business growth across many of our products. However, we continue to focus on pricing discipline and risk management which resulted in a decrease in sales of our variable annuity and Japan life products. Excluding the impact of the divested businesses and the acquisition of ProVida, growth in our investment portfolios in the majority of our segments generated higher net investment income. Our property & casualty businesses benefited from an increase in average premium per policy. Surrenders of our annuity products in both the Retail and Asia segments exceeded sales for the period resulting in lower asset-based fees. The changes in business growth discussed above resulted in a $79 million increase in operating earnings. Market factors, including the sustained low interest rate environment, continued to impact our investment yields, as well as our crediting rates. Excluding the results of the divested businesses, the acquisition of ProVida and the impact of inflation-indexed investments in the Latin America segment, investment yields decreased. Certain of our inflation-indexed products are backed by inflation-indexed investments. Changes in inflation cause fluctuations in net investment income with a corresponding fluctuation in policyholder benefits, resulting in a minimal impact to operating earnings. Investment yields were negatively impacted by lower returns on hedge funds, increased holdings of lower yielding Japanese government securities in the Japan fixed annuity business and the adverse impacts of the low interest rate environment on fixed maturity securities and mortgage loan yields. These decreases in yields were partially offset by higher returns on our real estate joint ventures, higher income on interest rate derivatives, increased prepayment fees and the favorable impact of increased foreign currency-denominated fixed annuities in Japan resulting in increased holdings of higher yielding foreign currency-denominated fixed maturity securities. Our average separate account balance grew with the equity markets driving higher fee income in our annuity business and lower DAC amortization. However, this was partially offset by costs associated with our variable annuity guaranteed minimum death benefits ("GMDBs"). The changes in market factors discussed above resulted in a $6 million decrease in operating earnings. The Company's effective tax rate differs from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, and foreign earnings taxed at lower rates than the U.S. statutory rate. In the current period, the Company realized an additional tax benefit of $9 million compared to the prior period, primarily as a result of the Company's decision to permanently reinvest certain foreign earnings. However, this was more than offset by a $5 million tax charge related to the PPACA fee, which is not deductible for income tax purposes, and a $15 million tax charge related to the repatriation of earnings from Japan. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. The primary drivers of the decrease in operating earnings were unfavorable mortality and morbidity experience and a decrease in investment yields, partially offset by higher asset-based fee revenues from improved equity market performance, higher net investment income from portfolio growth and a decrease in interest credited expense. The fourth quarter 2013 acquisition of ProVida in Chile increased operating earnings by $111 million. Changes in foreign currency exchange rates had a $64 million negative impact on results compared to the prior period. We experienced less favorable mortality and morbidity in the majority of our segments, but most significantly in our Group, Voluntary & Worksite Benefits segment. In addition, in our property & casualty businesses, catastrophe-related losses increased due to severe storm activity in the current period. Non-catastrophe related claim costs also increased as a result of severe winter weather in the current period. These were partially offset by a decline in new and pending long-term care ("LTC") claims in our Group Voluntary & Worksite Benefits segment. The combined impact of mortality, morbidity and claims experience decreased operating earnings by $189 million. Refinements to DAC and certain insurance-related liabilities in both periods resulted in a $48 million increase in operating earnings. Such refinements include a favorable reserve adjustment in the current period related to disability premium waivers in our life business within our Retail segment and a write-down of DAC and VOBA in the prior period related to pension reform in Poland in our EMEA segment. Our results for the current period include charges totaling $57 million related to the aforementioned settlement of a licensing matter with the Department of Financial Services and the District Attorney, New York County. The PPACA fee reduced operating earnings by $29 million in the current period. We benefited from strong sales and business growth across many of our products. However, we continue to focus on pricing discipline and risk management which resulted in a decrease in sales of our variable annuity and Japan life products. Excluding the impact of the divested businesses and the acquisition of ProVida, growth in our investment portfolios in the majority of our segments generated higher net investment income. Our property & casualty businesses benefited from an increase in average premium per policy. The changes in business growth discussed above resulted in a $111 million increase in operating earnings. 123



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

Table of Contents

Market factors, including the sustained low interest rate environment, continued to impact our investment yields, as well as our crediting rates. Excluding the results of the divested businesses, the acquisition of ProVida and the impact of inflation-indexed investments in the Latin America segment, investment yields decreased. Certain of our inflation-indexed products are backed by inflation-indexed investments. Changes in inflation cause fluctuations in net investment income with a corresponding fluctuation in policyholder benefits, resulting in a minimal impact to operating earnings. Investment yields were negatively impacted by lower returns on hedge funds, increased holdings of lower yielding Japanese government securities in the Japan fixed annuity business and the adverse impact of the sustained low interest rate environment on yields from fixed maturity securities and mortgage loans. These decreases in yields were partially offset by higher returns on our real estate joint ventures, higher income on interest rate derivatives, increased prepayment fees and the favorable impact of increased foreign currency-denominated fixed annuities in Japan resulting in increased holdings of higher yielding foreign currency-denominated fixed maturity securities. The low interest rate environment also resulted in lower interest credited expense as we set interest credited rates lower on both new business and certain in-force business with rate resets that are contractually tied to external indices or contain discretionary rate reset provisions. Our average separate account balance grew with the equity markets driving higher fee income in our annuity business. However, this was partially offset by higher DAC amortization due to the significant prior period equity market increase, as well as higher asset-based commissions, which are, in part, determined by separate account balances. The changes in market factors discussed above resulted in a $39 million increase in operating earnings. The Company's effective tax rate differs from the U.S. statutory rate of 35% primarily due to non-taxable investment income, tax credits for low income housing, and foreign earnings taxed at lower rates than the U.S. statutory rate. In the current period, the Company realized additional tax benefits of $21 million compared to the prior period, primarily as a result of the Company's decision to permanently reinvest certain foreign earnings. However, this was more than offset by a $28 million tax charge related to a portion of the aforementioned settlement of a licensing matter and the PPACA fee, both of which were not deductible for income tax purposes. The Company also recorded a $15 million tax charge related to the repatriation of earnings from Japan. 124



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

Table of Contents

Segment Results and Corporate & Other Retail Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 1,812$ 1,581$ 3,536$ 3,128 Universal life and investment-type product policy fees 1,256 1,238 2,503 2,405 Net investment income 1,963 1,987 3,977 3,948 Other revenues 265 257 510 500 Total operating revenues 5,296 5,063 10,526 9,981 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 2,438 2,272 4,845 4,425 Interest credited to policyholder account balances 561 589 1,116 1,168 Capitalization of DAC (249 ) (344 ) (483 ) (718 ) Amortization of DAC and VOBA 378 396 807 727 Interest expense on debt - 1 - 1 Other expenses 1,177 1,265 2,319 2,543 Total operating expenses 4,305 4,179 8,604 8,146 Provision for income tax expense (benefit) 339 303 658 628 Operating earnings $ 652$ 581$ 1,264$ 1,207 Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts (with the exception of sales data) discussed below are net of income tax. Changes to our guarantee features since 2012, along with continued management of sales in the current period by focusing on pricing discipline and risk management, drove a $1.2 billion, or 42%, decrease in variable annuity sales. Variable and universal life sales were also lower, mainly driven by the discontinuance of all but one of our secondary guarantees on universal life products. These declines were partially offset by an increase in fixed and indexed annuity sales. A $22 million increase in operating earnings was attributable to business growth. Our life businesses had positive net flows, despite a decline in universal life sales, which is reflected in higher net investment income, partially offset by an increase in DAC amortization, and lower first year fees related to discontinued secondary guarantees. In our deferred annuities business, surrenders and withdrawals exceeded sales for the period, resulting in negative cash flows contributing to a reduction in interest credited expenses in the general account and a decrease in average separate account balances and, consequently, asset-based fees. In our property & casualty business, an increase in average premium per policy in both our auto and homeowners businesses contributed to the increase in operating earnings. In addition, we earned more income on a larger invested asset base, which resulted from a higher amount of allocated equity in the business as compared to the prior period. A $6 million increase in operating earnings was attributable to changes in market factors, including equity markets and interest rates. Continued strong equity market performance increased our average separate account balances, driving an increase in asset-based fee income and resulted in lower DAC amortization. These positive impacts were partially offset by costs associated with our GMDBs, as well as higher asset-based commissions, which are, in part, determined by separate account balances. The sustained low interest rate environment resulted in a decline in net investment income on our fixed maturity securities and mortgage loans as proceeds from maturing investments were reinvested at lower yields. These negative interest rate impacts were partially offset by lower interest credited expense as we reduced interest credited rates on contracts with discretionary rate reset provisions. Lower returns on our hedge funds also decreased operating earnings and were partially offset by higher prepayment fees and income from real estate joint ventures. 125



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

Table of Contents

Less favorable mortality experience in our variable and universal life business, primarily driven by one large, unreinsured claim, partially offset by favorable mortality experience in the traditional life business, resulted in a $4 million decrease in operating earnings. In our property & casualty business, catastrophe-related losses increased by $9 million compared to the prior period, mainly due to severe storm activity in the current period. A decline in expenses of $6 million also contributed to the increase in operating earnings. Refinements to DAC and certain insurance-related liabilities in both periods resulted in a $48 million increase in operating earnings, primarily driven by a favorable reserve adjustment related to disability premium waivers in our life business in the current period. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. A $52 million increase in operating earnings was attributable to business growth. Our life businesses had positive net flows, despite a decline in universal life sales, which is reflected in higher net investment income, partially offset by an increase in DAC amortization and interest credited expenses. In our deferred annuities business, surrenders and withdrawals exceeded sales for the period, resulting in negative cash flows contributing to a reduction in interest credited expenses in the general account and a decrease in average separate account balances and, consequently, asset-based fees. In our property & casualty business, an increase in average premium per policy in both our auto and homeowners businesses contributed to the increase in operating earnings. In addition, we earned more income on a larger invested asset base, which resulted from a higher amount of allocated equity in the business as compared to the prior period. A $10 million increase in operating earnings was attributable to changes in market factors, including equity markets and interest rates. Continued strong equity market performance increased our average separate account balances, driving an increase in asset-based fee income. These positive impacts were partially offset by higher asset-based commissions, which, are in part, determined by separate account balances, costs associated with our variable annuity GMDBs and higher DAC amortization due to the significant prior period equity market increase. The sustained low interest rate environment resulted in a decline in net investment income on our fixed maturity securities and mortgage loans as proceeds from maturing investments were reinvested at lower yields. These negative interest rate impacts were partially offset by lower interest credited expense as we reduced interest credited rates on contracts with discretionary rate reset provisions and lower DAC amortization in our life business. Lower returns in our hedge funds also decreased operating earnings and were partially offset by higher prepayment fees and income from real estate joint ventures. Less favorable mortality experience in our variable and universal life business, primarily driven by three large, unreinsured claims, partially offset by increases in the immediate annuities and traditional life businesses, resulted in a $12 million decrease in operating earnings. In addition, unfavorable morbidity experience in our individual disability income business resulted in a $5 million decrease in operating earnings. In our property & casualty business, catastrophe-related losses increased $8 million compared to the prior period, mainly due to severe storm activity in the current period. Non-catastrophe claim costs increased by $7 million, as a result of higher frequencies and lower severities in our auto business and lower frequencies and higher severities in our homeowners business. Operating earnings increased due to a decline in expenses of $29 million, mainly the result of lower employee-related costs. Refinements to DAC and certain insurance-related liabilities in both periods resulted in a $4 million decrease in operating earnings, which includes a favorable reserve adjustment related to disability premium waivers in our life business in the current period. 126



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

Table of Contents

Group, Voluntary & Worksite Benefits

Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 4,038$ 3,797$ 8,040$ 7,671 Universal life and investment-type product policy fees 181 170 358 350 Net investment income 458 472 911 925 Other revenues 104 105 211 213 Total operating revenues 4,781 4,544 9,520 9,159 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 3,789 3,514 7,570 7,154 Interest credited to policyholder account balances 39 39 79 78 Capitalization of DAC (36 ) (35 ) (70 ) (68 ) Amortization of DAC and VOBA 35 33 71 67 Interest expense on debt - 1 - 1 Other expenses 638 578 1,266 1,166 Total operating expenses 4,465 4,130 8,916 8,398 Provision for income tax expense (benefit) 111 139 211 256 Operating earnings $ 205$ 275$ 393$ 505 Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. The macro-economic environment continues to signal stronger growth and is likely to instill further confidence in the economy. The improvement in the economy and overall employment remains slow and steady. In the current period, premiums increased across the segment. Our disability, dental, and term life businesses generated premium growth through stronger sales and improved persistency, with the dental business also benefiting from pricing actions on existing business. In addition, premiums in our term life business increased due to the impact of experience adjustments on our participating contracts, however, changes in premiums for these contracts were almost entirely offset by the related changes in policyholder benefits. The introduction of new products also drove growth in the voluntary benefits business. Although we have discontinued selling our LTC product, we continue to collect premiums and administer the existing block of business, contributing to asset growth in the segment. Our life businesses experienced less favorable mortality in the current period, mainly due to increased claims severity in our group universal life business, partially offset by more favorable claims experience in the group term life business, which resulted in a $14 million decrease in operating earnings. Unfavorable claims experience in our disability and accidental death and dismemberment ("AD&D") businesses, coupled with increased utilization of services across most channels of our dental business, were partially offset by favorable claims experience in our voluntary businesses, resulting in a $43 million decrease in operating earnings. The impact of favorable reserve refinements in the current period resulted in an increase in operating earnings of $16 million. In our property & casualty business, catastrophe-related losses increased $10 million as compared to the prior period, mainly due to severe storm activity in the current period. These unfavorable results were partially offset by a decrease in non-catastrophe claim costs of $7 million, which was the result of lower severities, partially offset by higher frequencies in both our auto and homeowners businesses. The impact of market factors, including lower returns on our fixed maturity securities and mortgage loans, and lower income on interest rate derivatives, resulted in lower investment yields. Unlike in the Retail and Corporate Benefit Funding segments, a change in investment yield does not necessarily drive a corresponding change in the rates credited on certain insurance liabilities. The decrease in investment yields reduced operating earnings by $19 million. 127



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

Table of Contents

The increase in average premium per policy in both our auto and homeowners businesses improved operating earnings by $10 million. Growth in premiums and deposits in the current period, partially offset by a reduction in PABs, other liabilities and allocated equity, resulted in an increase in our average invested assets, increasing operating earnings by $8 million. Consistent with the growth in average invested assets from premiums and deposits, primarily in our LTC business, interest credited on long-duration contracts and PABs increased by $5 million. The PPACA fee reduced operating earnings by $15 million in the current period. The remaining increase in other operating expenses, including higher marketing and sales support costs in our property & casualty business, was significantly offset by the remaining increase in premiums, fees and other revenues. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Our life businesses experienced less favorable mortality in the current period, mainly due to increased severity in the group universal life and group term life businesses, which resulted in a $37 million decrease in operating earnings. Unfavorable claims experience in our disability and AD&D businesses, coupled with increased utilization of services across most channels of our dental business, were partially offset by a decline in new and pending claims in our LTC business, resulting in a $53 million decrease in operating earnings. The impact of favorable reserve refinements in the current period resulted in an increase in operating earnings of $23 million. In our property & casualty business, catastrophe-related losses increased $14 million as compared to the prior period, mainly due to severe storm activity in the current period. In addition, severe winter weather in the current period increased non-catastrophe claim costs by $8 million, which was the result of higher frequencies in both our auto and homeowners businesses, as well as higher severities in our homeowners business, partially offset by lower severities in our auto business. These unfavorable results were partially offset by additional favorable development of prior year non-catastrophe losses, which improved operating earnings by $5 million. The impact of market factors, including lower returns on our fixed maturity securities and mortgage loans, and lower income on interest rate derivatives, resulted in lower investment yields. The decrease in investment yields, slightly offset by lower crediting rates in the current period, reduced operating earnings by $30 million. The increase in average premium per policy in both our auto and homeowners businesses improved operating earnings by $20 million. Growth in premiums and deposits in the current period, partially offset by a reduction in PABs, other liabilities and allocated equity, resulted in an increase in our average invested assets, increasing operating earnings by $20 million. Consistent with the growth in average invested assets from premiums and deposits, primarily in our LTC business, interest credited on long-duration contracts and PABs increased by $11 million. The PPACA fee reduced operating earnings by $29 million in the current period. The remaining increase in other operating expenses, including higher marketing and sales support costs in our property & casualty business, was significantly offset by the remaining increase in premiums, fees and other revenues. 128



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

Table of Contents Corporate Benefit Funding Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 686$ 503$ 987$ 919 Universal life and investment-type product policy fees 55 65 112 133 Net investment income 1,443 1,402 2,853 2,792 Other revenues 75 67 143 140 Total operating revenues 2,259 2,037 4,095 3,984 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 1,273 1,080 2,161 2,097 Interest credited to policyholder account balances 287 305 565 648 Capitalization of DAC (18 ) (6 ) (19 ) (23 ) Amortization of DAC and VOBA 6 6 10 17 Interest expense on debt 2 2 4 4 Other expenses 134 116 254 255 Total operating expenses 1,684 1,503 2,975 2,998 Provision for income tax expense (benefit) 201 188 391 346 Operating earnings $ 374$ 346$ 729$ 640 In the first quarter of 2014, the Company entered into a definitive agreement to sell MAL and began reporting such operations as divested business. The sale of MAL was completed in the second quarter of 2014. See "- Executive Summary" for further information. Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. The sustained low interest rate environment has contributed to the underfunding of pension plans, which limits our customers' ability to engage in full pension plan closeout terminations. However, we expect that customers may choose to close out portions of pension plans over time, at costs reflecting current interest rates and availability of capital. Higher pension closeouts in the current period resulted in an increase in premiums. In addition, competitive pricing and a relative increase in participation drove an increase in structured settlement sales in the current period. Changes in premiums for these businesses were almost entirely offset by the related changes in policyholder benefits. In the current period, we experienced higher returns on our fixed maturity securities from portfolio repositioning, increased prepayment fees and higher income on our interest rate derivatives. These favorable changes were partially offset by the impact of changes in market factors, which resulted in lower yields on our mortgage loans and lower returns on our hedge funds. Many of our funding agreement and guaranteed interest contract liabilities have interest credited rates that are contractually tied to external indices and, as a result, we set lower interest credited rates on new business, as well as on existing business with terms that can fluctuate. The impact of lower interest credited expense and higher investment returns resulted in an increase in operating earnings of $20 million. An increase in allocated equity resulted in higher invested assets, which drove an increase of $6 million in operating earnings. Interest credited expenses decreased in response to lower average funding agreement balances in the current period and, as a result, operating earnings increased by $7 million. Unfavorable mortality in the current period, spread across products, resulted in a $15 million decrease in operating earnings. The net impact of insurance liability refinements in both periods resulted in a $4 million increase in operating earnings. 129



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

Table of Contents

Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. In the current period we experienced higher income on our interest rate derivatives, higher returns on our fixed maturity securities from portfolio repositioning, improved results on real estate joint ventures and increased prepayment fees. These favorable changes were partially offset by the impact of changes in market factors, which resulted in lower yields on our mortgage loans and lower returns on our hedge funds. Many of our funding agreement and guaranteed interest contract liabilities have interest credited rates that are contractually tied to external indices and, as a result, we set lower interest credited rates on new business, as well as on existing business with terms that can fluctuate. The impact of lower interest credited expense and higher investment returns resulted in an increase in operating earnings of $71 million. An increase in allocated equity resulted in higher invested assets, which drove an increase of $14 million in operating earnings. While interest credited expenses decreased in response to lower average balances for funding agreements in the current period, this was entirely offset by an increase in interest credited expenses on higher average account balances for other products. Mortality results were mixed across products and resulted in a $6 million decrease in operating earnings. The net impact of insurance liability refinements in both periods increased operating earnings by $5 million. Latin America Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 780$ 710$ 1,448$ 1,385 Universal life and investment-type product policy fees 317 235 628 460 Net investment income 332 281 657 558 Other revenues 9 5 16 9 Total operating revenues 1,438 1,231 2,749 2,412 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 743 601 1,347 1,155 Interest credited to policyholder account balances 100 103 198 207 Capitalization of DAC (93 ) (108 ) (182 ) (213 ) Amortization of DAC and VOBA 81 83 160 157 Amortization of negative VOBA (1 ) - (1 ) (1 ) Interest expense on debt - 1 - - Other expenses 412 390 814 762 Total operating expenses 1,242 1,070 2,336 2,067 Provision for income tax expense (benefit) 36 36 70 77 Operating earnings $ 160$ 125$ 343$ 268 130



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

Table of Contents

Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings increased by $35 million over the prior period. The impact of changes in foreign currency exchange rates decreased operating earnings by $11 million for the second quarter of 2014 compared to the prior period. The fourth quarter 2013 acquisition of ProVida increased operating earnings by $57 million. Latin America experienced organic growth and increased sales of life and accident & health products in Chile, Mexico and our U.S. sponsored direct business. The increase in premiums for these products was partially offset by related changes in policyholder benefits. Growth in our businesses and the impact of inflation drove an increase in average invested assets, which generated higher net investment income and higher policy fee income, partially offset by a corresponding increase in interest credited on certain insurance liabilities. Increases in marketing costs and commissions resulted in higher operating expenses. The items discussed above were the primary drivers of a $40 million increase in operating earnings. The net impact of market factors resulted in a $6 million decrease in operating earnings, primarily driven by lower investment yields from alternative investments and mortgage loans in Chile. Higher expenses, primarily generated by employee- and information technology-related costs across several countries, decreased operating earnings by $15 million. In addition, unfavorable claims experience in Mexico, Chile, Brazil and Argentina decreased operating earnings by $18 million. Refinements to DAC and other adjustments recorded in both periods resulted in a net decrease of $13 million in operating earnings. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings increased by $75 million from the prior period. The impact of changes in foreign currency exchange rates decreased operating earnings by $26 million for the first half of 2014 compared to the prior period. The fourth quarter 2013 acquisition of ProVida increased operating earnings by $111 million. Latin America experienced organic growth and increased sales of life and accident & health products in Chile, Mexico and our U.S. sponsored direct business. This was partially offset by decreased pension sales in Mexico and Brazil. The increase in premiums for these products was partially offset by related changes in policyholder benefits. Growth in our businesses and the impact of inflation drove an increase in average invested assets, which generated higher net investment income and higher policy fee income, partially offset by a corresponding increase in interest credited on certain insurance liabilities. Increases in marketing costs and commissions resulted in higher operating expenses. Business growth also drove an increase in DAC amortization. The items discussed above were the primary drivers of a $45 million increase in operating earnings. The net impact of market factors resulted in a $5 million increase in operating earnings as higher investment yields, primarily driven by fixed income securities in Chile, Brazil and Mexico, were partially offset by higher interest credited expense. Higher expenses, primarily generated by employee- and information technology-related costs across several countries, decreased operating earnings by $32 million. In addition, unfavorable claims experience in Mexico, Chile, Brazil and Argentina decreased operating earnings by $27 million. These decreases were partially offset by increased operating earnings of $11 million primarily related to a tax benefit in Argentina due to the devaluation of the peso. Refinements to DAC and other adjustments recorded in both periods resulted in a net decrease of $13 million in operating earnings. 131



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

Table of Contents Asia Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 1,913$ 1,980$ 3,803$ 3,978 Universal life and investment-type product policy fees 400 442 789 886 Net investment income 717 723 1,410 1,455 Other revenues 24 28 51 41 Total operating revenues 3,054 3,173 6,053 6,360 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 1,425 1,433 2,822 2,848 Interest credited to policyholder account balances 394 437 781 879 Capitalization of DAC (457 ) (522 ) (951 ) (1,068 ) Amortization of DAC and VOBA 362 392 700 793 Amortization of negative VOBA (92 ) (113 ) (186 ) (226 ) Other expenses 976 1,054 1,966 2,148 Total operating expenses 2,608 2,681 5,132 5,374 Provision for income tax expense (benefit) 127 162 274 323 Operating earnings $ 319$ 330$ 647$ 663 Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings decreased by $11 million from the prior period. The impact of changes in foreign currency exchange rates reduced operating earnings by $7 million for the second quarter of 2014 compared to the prior period and resulted in significant variances in the financial statement line items. Asia sales declined compared to the prior period mainly driven by lower sales of Japan life products consistent with our focus on disciplined pricing and risk management. This was partially offset by higher fixed annuity sales in Japan, strong independent agency sales in Korea, and continued accident and health sales growth in China. Asia's premiums, fees and other revenues decreased from the prior period primarily driven by lower surrender fee income in Japan. Positive net flows in Japan and Korea, combined with growth in our life business in Bangladesh, resulted in higher average invested assets and generated an increase in net investment income. Changes in premiums for these businesses were offset by related changes in policyholder benefits. The combined impact of the items discussed above improved operating earnings by $6 million. Investment yields were negatively impacted by the adverse impact of the low interest rate environment on mortgage loans, lower returns on our other limited partnership interests and an increase in lower yielding Japanese government securities. These decreases in yields were partially offset by the favorable impact of increased sales of foreign currency-denominated fixed annuities in Japan resulting in an increase in higher yielding foreign currency-denominated fixed maturity securities in addition to higher prepayment fee income. These declines in investment yields, combined with the impact of foreign currency hedges, resulted in a $16 million decrease in operating earnings. Current period results include a $13 million tax benefit related to the U.S. taxation of dividends from Japan and a one-time tax benefit of $4 million from a tax rate change in Japan. In addition, unfavorable claims experience, primarily due to our accident & health business in Japan, decreased operating earnings by $12 million. 132



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

Table of Contents

Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings decreased by $16 million from the prior period. The impact of changes in foreign currency exchange rates reduced operating earnings by $35 million for the first half of 2014 compared to the prior period and resulted in significant variances in the financial statement line items. Asia's premiums, fees and other revenues increased over the prior period primarily driven by broad based in-force growth across the region, including growth of ordinary life products in Japan and increased sales of our group insurance product in Australia. This was partially offset by lower surrender fee income in Japan. Positive net flows in Korea, combined with growth in our life business in Bangladesh resulted in higher average invested assets and generated an increase in net investment income. Changes in premiums for these businesses were offset by related changes in policyholder benefits. The combined impact of the items discussed above improved operating earnings by $15 million. Investment returns were negatively impacted by the adverse impact of the low interest rate environment on mortgage loans, as well as lower returns on our other limited partnership interests, decreased prepayment fee income and an increase in lower yielding Japanese government securities. These declines in yields were partially offset by the favorable impact of increased sales of foreign currency-denominated fixed annuities in Japan resulting in an increase in higher yielding foreign currency-denominated fixed maturity securities, as well as by the impact of foreign currency hedges, resulting in a $15 million decrease in operating earnings. The prior period results include an unfavorable liability refinement of $14 million in China. The current period benefited from favorable changes in tax benefits of $20 million primarily driven by $13 million related to the U.S. taxation of dividends from Japan and a one-time tax benefit of $4 million from a tax rate change in Japan, partially offset by a one-time prior period tax benefit of $6 million related to the disposal of our interest in a Korean asset management company at the beginning of 2013. In addition, unfavorable claims experience, primarily due to our accident and health business in Japan, decreased operating earnings by $15 million. EMEA Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 584$ 558$ 1,181$ 1,125 Universal life and investment-type product policy fees 117 96 226 187 Net investment income 134 120 257 248 Other revenues 11 34 27 61 Total operating revenues 846 808 1,691 1,621 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 271 256 532 493 Interest credited to policyholder account balances 35 37 69 72 Capitalization of DAC (170 ) (192 ) (346 ) (369 ) Amortization of DAC and VOBA 160 195 324 360 Amortization of negative VOBA (6 ) (11 ) (15 ) (28 ) Interest expense on debt - (1 ) - - Other expenses 446 460 902 908 Total operating expenses 736 744 1,466 1,436 Provision for income tax expense (benefit) 17 (4 ) 44 30 Operating earnings $ 93$ 68$ 181$ 155 133



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

Table of Contents

Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings increased by $25 million over the prior period. The impact of changes in foreign currency exchange rates reduced operating earnings by $2 million for the second quarter of 2014 compared to the prior period. The Company received tax benefits of $7 million and $52 million in the current and prior periods, respectively, as a result of its decision to permanently reinvest certain foreign earnings. Prior period operating earnings were negatively impacted as a result of a $30 million tax charge related to the write-off of a United Kingdom ("U.K.") tax loss carryforward and by a $26 million write-down of DAC and VOBA related to pension reform in Poland. In addition, in the current period we converted to calendar year reporting for certain of our subsidiaries, which resulted in a $5 million increase to operating earnings. While sales increased compared to the prior period, primarily driven by growth in the Middle East and Central Europe, this was partially offset by the impact of regulatory changes in the U.K. and pension reform in Poland. The amortization, or release, of negative VOBA associated with the conversion of certain policies generally results in an increase in operating earnings. In the current period, the number of policies converted declined and so, relative to the prior period, this reduced operating earnings. Operating earnings in the current period benefited following a review of certain tax liabilities. The combined impact of the items discussed above increased operating earnings by $6 million. Net investment income increased slightly driven by a lengthening of the Ireland and Greece shorter-term portfolios into higher yielding fixed maturity securities. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings increased by $26 million over the prior period. The impact of changes in foreign currency exchange rates reduced operating earnings by $3 million for the first half of 2014 compared to the prior period.The Company received tax benefits of $17 million and $52 million in the current and prior periods, respectively, as a result of its decision to permanently reinvest certain foreign earnings. Prior period operating earnings were negatively impacted as a result of a $30 million tax charge related to the write-off of a U.K. tax loss carryforward and by a $26 million write-down of DAC and VOBA related to pension reform in Poland. This was partially offset by the prior period impact of a change in the local corporate tax rate in Greece, which increased operating earnings by $4 million in the first quarter of 2013. Operating earnings in the prior period were also higher due to liability refinements totaling $4 million in our ordinary and deferred annuity businesses in Greece. In addition, in the current period we converted to calendar year reporting for certain of our subsidiaries, which resulted in a $5 million increase to operating earnings. While sales increased compared to the prior period, primarily driven by growth in the Middle East and Central Europe, this was partially offset by the impact of regulatory changes in the U.K. and pension reform in Poland. The amortization, or release, of negative VOBA associated with the conversion of certain policies generally results in an increase in operating earnings. In the current period, the number of policies converted declined and so, relative to the prior period, this reduced operating earnings. Operating earnings in the current period earnings benefited as a result of a review of certain tax liabilities. The combined impact of the items discussed above increased operating earnings by $11 million. An increase in average invested assets from business growth in Egypt, the Persian Gulf and Russia was offset by the unfavorable impact of the sustained low interest rate environment on our fixed maturity securities yields, resulting in a slight increase in net investment income between periods. 134



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

Table of Contents Corporate & Other Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) OPERATING REVENUES Premiums $ 40$ 28$ 75$ 54 Universal life and investment-type product policy fees 34 35 67 71 Net investment income 48 72 115 213 Other revenues 5 4 26 17 Total operating revenues 127 139 283 355 OPERATING EXPENSES Policyholder benefits and claims and policyholder dividends 25 18 60 27 Interest credited to policyholder account balances 9 11 18 23 Capitalization of DAC (8 ) (5 ) (26 ) (9 ) Amortization for DAC and VOBA 3 - 3 - Interest expense on debt 297 283 589 569 Other expenses 196 146 409 310 Total operating expenses 522 453 1,053 920 Provision for income tax expense (benefit) (213 ) (205 ) (426 ) (400 ) Operating earnings (182 ) (109 ) (344 ) (165 ) Less: Preferred stock dividends 31 31 61 61 Operating earnings available to common shareholders $ (213 )$ (140 ) $



(405 ) $ (226 )

The table below presents operating earnings available to common shareholders by source on an after-tax basis: Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In millions) Various business activities $ 14$ 14$ 23$ 33 Other net investment income 31 47 75 139 Interest expense on debt (193 ) (184 ) (383 ) (370 ) Preferred stock dividends (31 ) (31 ) (61 ) (61 ) Acquisition costs (3 ) (6 ) (5 ) (12 ) Corporate initiatives and projects (40 ) (15 ) (68 ) (44 ) Incremental tax benefit 75 95 157 202 Other (66 ) (60 )



(143 ) (113 ) Operating earnings available to common shareholders $ (213 )$ (140 )$ (405 )$ (226 )

135



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

Table of Contents

Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings available to common shareholders and operating earnings each decreased $73 million, primarily due to higher expenses related to corporate initiatives and projects, lower net investment income and higher interest expense on debt. Operating earnings from various business activities were essentially unchanged. Lower operating earnings from the assumed reinsurance from our former operating joint venture in Japan, primarily due to lower returns in the current period, were offset by higher operating earnings from start-up operations. Other net investment income decreased $16 million. This decrease was driven by an increase in the amount credited to the segments due to growth in the economic capital managed by Corporate & Other on their behalf and lower returns from our real estate investments. Interest expense on debt increased by $9 million mainly due to the issuance of $1 billion of senior notes in April 2014 and the recognition of issuance costs on the early redemption of senior notes in May 2014. Expenses related to corporate initiatives and projects increased by $25 million primarily due to higher relocation costs, severance and consulting expenses. Corporate & Other benefits from the impact of certain permanent tax differences, including non-taxable investment income and tax credits for investments in low income housing. As a result, our effective tax rate differs from the U.S. statutory rate of 35%. The second quarter of 2014 includes a $28 million tax charge related to the timing of certain tax credits. In addition, we had higher utilization of tax preferenced investments which increased our operating earnings by $8 million over the prior period. Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Unless otherwise stated, all amounts discussed below are net of income tax. Operating earnings available to common shareholders and operating earnings each decreased $179 million, primarily due to lower net investment income, higher expenses related to corporate initiatives and projects, a smaller incremental tax benefit as compared to the prior period, and higher other expenses. Operating earnings from various business activities decreased $10 million. Lower operating earnings from the assumed reinsurance from our former operating joint venture in Japan, primarily due to lower returns in the current period, were partially offset by higher operating earnings from start-up operations. Other net investment income decreased $64 million. This decrease was driven by an increase in the amount credited to the segments due to growth in the economic capital managed by Corporate & Other on their behalf, as well as lower yields and prepayment fee income from our fixed maturity securities. Interest expense on debt increased by $13 million mainly due to the issuance of $1 billion of senior notes in April 2014 and the recognition of issuance costs on the early redemption of senior notes in May 2014. Expenses related to corporate initiatives and projects increased by $24 million primarily due to higher relocation costs, severance and consulting expenses. These expenses include a $12 million decrease in restructuring charges, the majority of which related to severance. Our results for the current period include charges totaling $57 million related to the aforementioned settlement of a licensing matter with the Department of Financial Services and the District Attorney, New York County. This was partially offset by an $18 million increase in operating earnings resulting from net adjustments to certain reinsurance assets and liabilities. Corporate & Other benefits from the impact of certain permanent tax differences, including non-taxable investment income and tax credits for investments in low income housing. As a result, our effective tax rate differs from the U.S. statutory rate of 35%. The tax benefit in 2014 includes an $18 million tax charge related to a portion of the aforementioned settlement of a licensing matter that was not deductible for income tax purposes and a $28 million tax charge related to the timing of certain tax credits. 136



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

Table of Contents

Investments

Investment Risks Our primary investment objective is to optimize, net of income tax, 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 Investments Department, led by the Chief Investment Officer, manages investment risks using a risk control framework comprised of policies, procedures and limits, as discussed further below. The Investments Risk Committee of our Global Risk Management Department ("GRM") reviews, monitors and reports investment risk limits and tolerances. We are exposed to the following primary sources of investment risks: 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. Changes in market

interest rates will impact the net unrealized gain or loss position of our

fixed income investment portfolio and the rates of return we receive on both new funds invested and reinvestment of existing funds; liquidity risk, relating to the diminished ability to sell certain investments, in times of strained market conditions;



market valuation risk, relating to the variability in the estimated fair

value of investments associated with changes in market factors such as

credit spreads. A widening of credit spreads will adversely impact the net

unrealized gain (loss) position of the fixed income investment portfolio,

will increase losses associated with credit-based non-qualifying derivatives where we assume credit exposure, and, if credit spreads widen significantly or for an extended period of time, will likely result in



higher other-than-temporary impairment ("OTTI"). Credit spread tightening

will reduce net investment income associated with purchases of fixed

maturity securities and will favorably impact the net unrealized gain

(loss) position of the fixed income investment portfolio;

currency risk, relating to the variability in currency exchange rates for

foreign denominated investments. This risk relates to potential decreases

in estimated fair value and net investment income resulting from changes

in currency exchange rates versus the U.S. dollar. In general, the

weakening of foreign currencies versus the U.S. dollar will adversely

affect the estimated fair value of our foreign denominated investments;

and

real estate risk, relating to commercial, agricultural and residential

real estate, and stemming from factors, which include, but are not limited

to, market conditions, including the demand and supply of leasable commercial space, creditworthiness of tenants and partners, capital markets volatility and the inherent interest rate movement. We manage investment risk through in-house fundamental credit analysis of the underlying obligors, issuers, transaction structures and real estate properties. We also manage credit risk, market valuation risk and liquidity risk through industry and issuer diversification and asset allocation. Risk limits to promote diversification by asset sector, avoid concentrations in any single issuer and limit overall aggregate credit exposure as measured by our economic capital framework are approved annually by a committee of directors that oversees our investment portfolio. For real estate assets, we manage credit risk and market valuation risk through geographic, property type and product type diversification and asset allocation. We manage interest rate risk as part of our ALM strategies. These strategies include maintaining an investment portfolio with diversified maturities that has a weighted average duration that is approximately equal to the duration of our estimated liability cash flow profile, and utilizing product design, such as the use of market value adjustment features and surrender charges, to manage interest rate risk. We also manage interest rate risk through proactive monitoring and management of certain non-guaranteed elements of our products, such as the resetting of credited interest and dividend rates for policies that permit such adjustments. In addition to hedging with foreign currency derivatives, we manage currency risk by matching much of our foreign currency liabilities in our foreign subsidiaries with their respective foreign currency assets, thereby reducing our risk to foreign currency exchange rate fluctuation. We also use certain derivatives in the management of credit, interest rate, and equity market risks. We use purchased credit default swaps to mitigate credit risk in our investment portfolio. Generally, we purchase credit protection by entering into credit default swaps referencing the issuers of specific assets we own. In certain cases, basis risk exists between these credit default swaps and the specific assets we own. For example, we may purchase credit protection on a macro basis to reduce exposure to specific industries or other portfolio concentrations. In such instances, the referenced entities and obligations under the credit default swaps may not be identical to the individual obligors or securities in our investment portfolio. In addition, our purchased credit default swaps may have shorter tenors than the underlying investments they are hedging. However, we dynamically hedge this risk through the rebalancing and rollover of its credit default swaps at their most liquid tenors. We believe that our purchased credit default swaps serve as effective economic hedges of our credit exposure. 137



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

Table of Contents

We generally enter into market standard purchased and written credit default swap contracts. Payout under such contracts is triggered by certain credit events experienced by the referenced entities. For credit default swaps covering North American corporate issuers, credit events typically include bankruptcy and failure to pay on borrowed money. For European corporate issuers, credit events typically also include involuntary restructuring. With respect to credit default contracts on Western European sovereign debt, credit events typically include failure to pay debt obligations, repudiation, moratorium, or involuntary restructuring. In each case, payout on a credit default swap is triggered only after the Credit Derivatives Determinations Committee of the International Swaps and Derivatives Association deems that a credit event has occurred. Current Environment The global economy and markets continue to be affected by stress and volatility, which has adversely affected the financial services sector, in particular, and global capital markets. Recently, concerns about the political and economic stability of countries in regions outside the EU, including Ukraine, Russia and Argentina, have contributed to global market volatility. As a global insurance company, we are also affected by the monetary policy of central banks around the world. Financial markets have also been affected by concerns over the direction of U.S. fiscal and monetary policy. See "- Industry Trends - Financial and Economic Environment." The Federal Reserve Board has taken a number of policy actions in recent years to spur economic activity, by keeping interest rates low and, more recently, through its asset purchase programs. The ECB has also recently adopted an array of stimulus measures, including a negative rate on bank deposits, intended to lessen the risk of a prolonged period of deflation and support economic recovery in the Euro zone. See "- Industry Trends - Impact of a Sustained Low Interest Rate Environment" for information on actions taken by the Federal Reserve Board and central banks around the world to support the economic recovery. See "- Industry Trends - Financial and Economic Environment" for information on actions taken by Japan's central government and the Bank of Japan to boost inflation expectations and achieve sustainable economic growth in Japan. The Federal Reserve and other central banks around the world may take further actions to influence interest rates in the future, which may have an impact on the pricing levels of risk-bearing investments and may adversely impact the level of product sales. European Region Investments Excluding Europe's perimeter region and Cyprus which is discussed below, our holdings of sovereign debt, corporate debt and perpetual hybrid securities in certain EU member states and other countries in the region that are not members of the EU (collectively, the "European Region") were concentrated in the United Kingdom, Germany, France, the Netherlands, Poland, Norway and Sweden. The sovereign debt of these countries continues to maintain investment grade credit ratings from all major rating agencies. In the European Region, we have proactively mitigated risk in both direct and indirect exposures by investing in a diversified portfolio of high quality investments with a focus on the higher-rated countries. Sovereign debt issued by countries outside of Europe's perimeter region and Cyprus comprised $9.3 billion, or 99% of our European Region sovereign fixed maturity securities, at estimated fair value, at June 30, 2014. The European Region corporate securities (fixed maturity and perpetual hybrid securities classified as non-redeemable preferred stock) are invested in a diversified portfolio of primarily non-financial services securities, which comprised $24.2 billion, or 74% of European Region total corporate securities, at estimated fair value, at June 30, 2014. Of these European Region sovereign fixed maturity and corporate securities, 91% were investment grade and, for the 9% that were below investment grade, the majority was comprised of non-financial services corporate securities at June 30, 2014. European Region financial services corporate securities, at estimated fair value, were $8.5 billion, including $6.3 billion within the banking sector, with 95% invested in investment grade rated corporate securities, at June 30, 2014. 138



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

Table of Contents

Selected Country Investments Concerns about the economic conditions, capital markets and the solvency of certain EU member states, including Europe's perimeter region and Cyprus, and of financial institutions that have significant direct or indirect exposure to debt issued by these countries, have been a cause of elevated levels of market volatility, and has affected the performance of various asset classes in recent years. However, after several tumultuous years, economic conditions in Europe's perimeter region seem to be stabilizing or improving, as evidenced by the stabilization of credit ratings, particularly in Spain, Portugal and Ireland. This, combined with greater ECB support and improving macroeconomic conditions at the country level, has reduced the risk of default on the sovereign debt of certain countries in Europe's perimeter region and Cyprus and the risk of possible withdrawal of one or more countries from the Euro zone. As presented in the table below, our exposure to the sovereign debt of Europe's perimeter region and Cyprus is not significant. Accordingly, we do not expect such investments to have a material adverse effect on our results of operations or financial condition. We manage direct and indirect investment exposure in these countries through fundamental credit analysis and we continually monitor and adjust our level of investment exposure in these countries. The following table presents a summary of investments by invested asset class and related purchased credit default protection across Europe's perimeter region, by country, and Cyprus. The Company has written credit default swaps where the underlying is an index comprised of companies across various sectors in the European Region. At June 30, 2014, the written credit default swaps exposure to Europe's perimeter region and Cyprus was $44 million in notional amount and less than $1 million in estimated fair value. The information below is presented at carrying value and on a country of risk basis (e.g. the country where the issuer primarily conducts business). Summary of



Selected European Country Investment Exposure at June 30, 2014

Fixed Maturity Securities (1) All Other General Account Purchased Financial Investment Credit Default Net Sovereign Services Non-Financial Services Total Exposure (2) Total Exposure (3) % Protection (4) Exposure % (In millions) (In millions) Europe's perimeter region: Portugal $ - $ - $ - $ - $ 13 $ 13 1 % $ - $ 13 1 % Italy 8 134 598 740 67 807 33 1 808 33 Ireland - - 30 30 747 777 31 - 777 31 Greece - - - - 127 127 5 - 127 5 Spain 3 103 531 637 62 699 28 - 699 28 Total Europe's perimeter region 11 237 1,159 1,407 1,016 2,423 98 1 2,424 98 Cyprus 51 - - 51 9 60 2 - 60 2 Total $ 62$ 237 $ 1,159 $ 1,458$ 1,025 $ 2,483 100 % $ 1 $ 2,484 100 % As percent of total cash and invested assets 0.0 % 0.1 % 0.2 % 0.3 % 0.2 % 0.5 % 0.0 % 0.5 % Investment grade % 17 % 100 % 83 % Non-investment grade % 83 % 0 % 17 % __________________



(1) The par value and amortized cost of the fixed maturity securities were both

$1.3 billion at June 30, 2014.

(2) Comprised of equity securities, mortgage loans, real estate and real estate

joint ventures, other limited partnership interests, cash, cash equivalents

and short-term investments, and other invested assets at carrying value. See

Note 1 of the Notes to the Consolidated Financial Statements included in the

2013 Annual Report for an explanation of the carrying value for these

invested asset classes. Excludes FVO contractholder-directed unit-linked

investments of $1.0 billion. See "- FVO and Trading Securities."

(3) For Greece, the Company had $1 million of commitments to fund partnership

investments at June 30, 2014.

(4) Purchased credit default protection is stated at the estimated fair value of

the swap. For Italy, the purchased credit default protection relates to financial services corporate securities and these swaps had a notional amount of $80 million and an estimated fair value of ($1) million at



June 30, 2014. The counterparties to these swaps are financial institutions

with Standard & Poor's Ratings Services ("S&P") credit ratings of A as of June 30, 2014. 139



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

Table of Contents

Recently there have been concerns about the political and economic stability of Ukraine, Russia and Argentina. We maintain general account investments in Ukraine, Russia and Argentina to support our insurance operations and related policyholder liabilities in these countries. As of June 30, 2014, cash, cash equivalents, short-term investments and available-for-sale securities invested in Ukraine, Russia and Argentina, at estimated fair value, were $106 million, $914 million and $652 million, respectively, which were comprised primarily of local sovereign debt and corporate debt securities. We manage direct and indirect investment exposure in these countries through fundamental credit analysis and we continually monitor and adjust our level of investment exposure in these countries. We do not expect exposure to the general account investments in these countries to have a material adverse effect on our results of operations or financial condition. Current Environment - Summary All of these factors have had and could continue to have an adverse effect on the financial results of companies in the financial services industry, including MetLife. Such global economic conditions, as well as the global financial markets, continue to impact our net investment income, net investment gains (losses), net derivative gains (losses), and level of unrealized gains (losses) within the various asset classes in our investment portfolio and our level of investment in lower yielding cash equivalents, short-term investments and government securities. See "- Industry Trends" included elsewhere herein and "Risk Factors - Economic Environment and Capital Markets-Related Risks - We Are Exposed to Significant Financial and Capital Markets Risks Which May Adversely Affect Our Results of Operations, Financial Condition and Liquidity, and May Cause Our Net Investment Income to Vary from Period to Period" included in the 2013 Annual Report. Investment Portfolio Results The following yield table presents the yield and investment income (loss) for our investment portfolio for the periods indicated. As described in the footnotes below, this table reflects certain differences from the presentation of net investment income presented in the GAAP consolidated statements of operations. This yield table presentation is consistent with how we measure our investment performance for management purposes, and we believe it enhances understanding of our investment portfolio results. At or For the Three Months Ended June 30, At or For the Six Months Ended June 30, 2014 2013 2014 2013 Yield % (1) Amount Yield % (1) Amount Yield % (1) Amount Yield % (1) Amount (In millions) (In millions) (In millions) (In millions) Fixed maturity securities (2)(3) 4.90 % $ 3,796 4.71 % $ 3,687 4.83 % $ 7,481 4.77 % $ 7,520 Mortgage loans (3) 5.05 % 708 5.40 % 716 5.06 % 1,417 5.46 % 1,454 Real estate and real estate joint ventures 4.54 % 114 4.26 % 106 3.98 % 203 3.33 % 166 Policy loans 5.36 % 158 5.18 % 152 5.35 % 315 5.20 % 307 Equity securities 4.72 % 37 5.13 % 36 4.30 % 67 4.28 % 60 Other limited partnerships 10.46 % 206 15.43 % 275 13.81 % 535 14.85 % 521 Cash and short-term investments 1.05 % 39 1.10 % 42 1.11 % 84 0.98 % 87 Other invested assets 200 222 420 401 Total before investment fees and expenses 5.01 % 5,258 5.00 % 5,236 5.02 % 10,522 4.97 % 10,516 Investment fees and expenses (0.13 ) (139 ) (0.13 ) (131 ) (0.13 ) (275 ) (0.13 ) (274 ) Net investment income including divested businesses (4), (5) 4.88 % 5,119 4.87 % 5,105 4.89 % 10,247 4.84 % 10,242 Less: net investment income from divested businesses (4), (5) 24 48 67 103 Net investment income (6) $ 5,095$ 5,057$ 10,180$ 10,139 __________________ 140



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

Table of Contents

(1) Yields are calculated as investment income as a percent of average quarterly

asset carrying values. Investment income excludes recognized gains and

losses and reflects GAAP adjustments presented in footnote (6) below. Asset

carrying values exclude unrealized gains (losses), collateral received in

connection with our securities lending program, freestanding derivative

assets, collateral received from derivative counterparties, the effects of

consolidating certain variable interest entities ("VIEs") under GAAP that

are treated as consolidated securitization entities ("CSEs") and

contractholder-directed unit-linked investments. A yield is not presented

for other invested assets, as it is not considered a meaningful measure of

performance for this asset class.

(2) Investment income (loss) includes amounts for FVO and trading securities of

$44 million and $81 million for the three months and six months ended

June 30, 2014, respectively, and ($11) million and $10 million for the three

months and six months ended June 30, 2013, respectively.

(3) Investment income from fixed maturity securities and mortgage loans includes

prepayment fees.

(4) Yield calculations include the net investment income and ending carrying

values of the divested businesses. The net investment income adjustment for

divested businesses for the three months and six months ended June 30, 2014

was $24 million and $67 million, respectively, and $48 million and $103

million for the three months and six months ended June 30, 2013,

respectively. These amounts include scheduled periodic settlement payments

on derivatives not qualifying for hedge accounting adjustment that are excluded in the scheduled periodic settlement payments on derivatives not qualifying for hedge accounting line in the GAAP net investment income



reconciliation presented below. The scheduled periodic settlement payments

excluded were $4 million and $1 million for the three months and six months

ended June 30, 2014, respectively, and $7 million for both the three months

and six months ended June 30, 2013.

(5) Certain amounts in the prior periods have been reclassified to conform with

the current period segment presentation. In the first quarter of 2014,

MetLife, Inc. began reporting the operations of MAL as divested business.

See "- Executive Summary."

(6) Net investment income presented in the yield table varies from the most

directly comparable GAAP measure due to certain reclassifications and

excludes the effects of consolidating certain VIEs under GAAP that are

treated as CSEs and contractholder-directed unit-linked investments. Such

reclassifications are presented in the table below. Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 (In



millions)

Net investment income - in the above yield table $ 5,095$ 5,057

$ 10,180$ 10,139 Real estate discontinued operations - (3 ) (1 ) (4 ) Scheduled periodic settlement payments on derivatives not qualifying for hedge accounting (169 ) (167 ) (344 ) (298 ) Equity method operating joint ventures 1 (1 ) 1 (1 )



Contractholder-directed unit-linked investments 295 314

360 1,353 Divested businesses 24 48 67 103 Incremental net investment income from CSEs 13 34 31 67 Net investment income - GAAP consolidated statements of operations $ 5,259$ 5,282$ 10,294$ 11,359 See "- Results of Operations - Consolidated Results - Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013" and "- Results of Operations - Consolidated Results - Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013" for an analysis of the period over period changes in net investment income. 141



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

Table of Contents

Fixed Maturity and Equity Securities Available-for-Sale Fixed maturity securities available-for-sale ("AFS"), which consisted principally of publicly-traded and privately-placed fixed maturity securities and redeemable preferred stock, were $367.1 billion and $350.2 billion, at estimated fair value, or 72% and 71% of total cash and invested assets, at June 30, 2014 and December 31, 2013, respectively. Publicly-traded fixed maturity securities represented $316.8 billion and $302.3 billion, at estimated fair value, at June 30, 2014 and December 31, 2013, respectively, or 86% of total fixed maturity securities at both June 30, 2014 and December 31, 2013. Privately placed fixed maturity securities represented $50.3 billion and $47.9 billion, at estimated fair value, at June 30, 2014 and December 31, 2013, respectively, or 14% of total fixed maturity securities at both June 30, 2014 and December 31, 2013. Equity securities AFS, which consisted principally of publicly-traded and privately-held common and non-redeemable preferred stock, including certain perpetual hybrid securities and mutual fund interests, were $3.9 billion and $3.4 billion, at estimated fair value, or 0.8% and 0.7% of total cash and invested assets, at June 30, 2014 and December 31, 2013, respectively. Publicly-traded equity securities represented $2.8 billion and $2.4 billion, at estimated fair value, or 72% and 71% of total equity securities, at June 30, 2014 and December 31, 2013, respectively. Privately-held equity securities represented $1.1 billion and $1.0 billion, at estimated fair value, or 28% and 29% of total equity securities, at June 30, 2014 and December 31, 2013, respectively. Included within fixed maturity and equity securities were $1.1 billion of perpetual securities, at estimated fair value, at both June 30, 2014 and December 31, 2013. Upon acquisition, we classify perpetual securities that have attributes of both debt and equity as fixed maturity securities if the securities have an interest rate step-up feature which, when combined with other qualitative factors, indicates that the securities have more debt-like characteristics; while those with more equity-like characteristics are classified as equity securities. Many of such securities, commonly referred to as "perpetual hybrid securities," have been issued by non-U.S. financial institutions that are accorded the highest two capital treatment categories by their respective regulatory bodies (i.e. core capital, or "Tier 1 capital" and perpetual deferrable securities, or "Upper Tier 2 capital"). Included within fixed maturity securities were $1.5 billion of redeemable preferred stock with a stated maturity, at estimated fair value, at both June 30, 2014 and December 31, 2013. These securities, which are commonly referred to as "capital securities," primarily have cumulative interest deferral features and are primarily issued by U.S. financial institutions. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Fixed Maturity and Equity Securities Available-for-Sale - Valuation of Securities" included in the 2013 Annual Report for further information on the processes used to value securities and the related controls. Fair Value of Fixed Maturity and Equity Securities - AFS Fixed maturity and equity securities AFS measured at estimated fair value on a recurring basis and their corresponding fair value pricing sources are as follows: June 30, 2014 Fixed Maturity Equity Securities Securities (In millions) (In millions) Level 1 Quoted prices in active markets for identical assets $ 33,433 9.1 % $ 1,615 41.8 % Level 2 Independent pricing source 271,633 74.0 821 21.3 Internal matrix pricing or discounted cash flow techniques 37,656 10.3 978 25.3 Significant other observable inputs 309,289 84.3 1,799 46.6 Level 3 Independent pricing source 6,617 1.8 248 6.4 Internal matrix pricing or discounted cash flow techniques 14,067 3.8 138 3.6 Independent broker quotations 3,650 1.0 63 1.6 Significant unobservable inputs 24,334 6.6 449 11.6 Total estimated fair value $ 367,056 100.0 % $ 3,863 100.0 % 142



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

Table of Contents

See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for the fixed maturity securities and equity securities AFS fair value hierarchy. The composition of fair value pricing sources for and significant changes in Level 3 securities at June 30, 2014 are as follows: The majority of the Level 3 fixed maturity and equity securities AFS were concentrated in four sectors: U.S. and foreign corporate securities, residential mortgage-backed securities ("RMBS") and asset-backed securities ("ABS").



Level 3 fixed maturity securities are priced principally through market

standard valuation methodologies, independent pricing services and, to a

much lesser extent, independent non-binding broker quotations using inputs

that are not market observable or cannot be derived principally from or

corroborated by observable market data. Level 3 fixed maturity securities

consist of less liquid securities with very limited trading activity or

where less price transparency exists around the inputs to the valuation

methodologies. Level 3 fixed maturity securities include: alternative

residential mortgage loan ("Alt-A") and sub-prime RMBS; certain below

investment grade private securities and less liquid investment grade

corporate securities (included in U.S. and foreign corporate securities);

less liquid ABS and foreign government securities.

During the three months ended June 30, 2014, Level 3 fixed maturity

securities increased by $1.9 billion, or 9%. The increase was driven by

purchases in excess of sales and an increase in estimated fair value

recognized in other comprehensive income (loss) ("OCI"), partially offset

by net transfers out of Level 3. The purchases in excess of sales were

concentrated in ABS, RMBS and U.S Treasury and agency securities and the

increase in estimated fair value recognized in OCI was concentrated in

U.S. and foreign corporate securities. The net transfers out of Level 3

were concentrated in ABS, U.S. and foreign corporate securities and RMBS.

During the six months ended June 30, 2014, Level 3 fixed maturity

securities increased by $36 million, or less than 1%. The increase was

driven by purchases in excess of sales and an increase in estimated fair

value recognized in OCI, partially offset by net transfers out of Level 3.

The purchases in excess of sales were concentrated in ABS, RMBS, U.S. and

foreign corporate securities and U.S Treasury and agency securities and

the increase in estimated fair value recognized in OCI was concentrated in

U.S. and foreign corporate securities and RMBS. The net transfers out of

Level 3 were concentrated in ABS, U.S. and foreign corporate securities,

foreign government securities and commercial mortgage-backed securities

("CMBS").

See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for a rollforward of the fair value measurements for fixed maturity securities and equity securities AFS measured at estimated fair value on a recurring basis using significant unobservable (Level 3) inputs; analysis of transfers into and/or out of Level 3; and further information about the valuation techniques and inputs by level by major classes of invested assets that affect the amounts reported above. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Estimates - Estimated Fair Value of Investments" included in the 2013 Annual Report for further information on the estimates and assumptions that affect the amounts reported above. Fixed Maturity Securities AFS See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for further information about fixed maturity securities AFS. Fixed Maturity Securities Credit Quality - Ratings See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Fixed Maturity and Equity Securities Available-for-Sale - Fixed Maturity Securities Credit Quality - Ratings" included in the 2013 Annual Report for a discussion of the credit quality ratings assigned by rating agencies and credit quality designations assigned by and methodologies used by the Securities Valuation Office of the NAIC for fixed maturity securities. 143



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

Table of Contents

The NAIC has adopted revised methodologies for certain structured securities comprised of non-agency RMBS, CMBS and ABS. The NAIC's objective with the revised methodologies for these structured securities was to increase the accuracy in assessing expected losses, and to use the improved assessment to determine a more appropriate capital requirement for such structured securities. The revised methodologies reduce regulatory reliance on rating agencies and allow for greater regulatory input into the assumptions used to estimate expected losses from structured securities. We apply the revised NAIC methodologies to structured securities held by MetLife, Inc.'s insurance subsidiaries that maintain the NAIC statutory basis of accounting. The NAIC's present methodology is to evaluate structured securities held by insurers using the revised NAIC methodologies on an annual basis. If our insurance subsidiaries acquire structured securities that have not been previously evaluated by the NAIC, but are expected to be evaluated by the NAIC in the upcoming annual review, an internally developed designation is used until a final designation becomes available. The following table presents total fixed maturity securities by Nationally Recognized Statistical Ratings Organizations ("NRSRO") rating and the equivalent designations of the NAIC, except for certain structured securities, which are presented using the revised NAIC methodologies as described above, as well as the percentage, based on estimated fair value that each designation is comprised of at: June 30, 2014 December 31, 2013 Estimated Estimated NAIC Amortized Unrealized Fair % of Amortized Unrealized Fair % of Designation NRSRO Rating Cost Gain (Loss) Value Total Cost Gain (Loss) Value Total (In millions) (In millions) 1 Aaa/Aa/A $ 236,269$ 19,291$ 255,560 69.6 % $ 230,429$ 11,640$ 242,069 69.1 % 2 Baa 78,827 7,574 86,401 23.6 79,732 4,382 84,114 24.0 Subtotal investment grade 315,096 26,865 341,961 93.2 310,161 16,022 326,183 93.1 3 Ba 14,198 596 14,794 4.0 13,239 358 13,597 3.9 4 B 8,998 279 9,277 2.5 9,216 162 9,378 2.7 5 Caa and lower 981 11 992 0.3 932 23 955 0.3 6 In or near default 14 18 32 - 51 23 74 - Subtotal below investment grade 24,191 904 25,095 6.8 23,438 566 24,004 6.9 Total fixed maturity securities $ 339,287$ 27,769$ 367,056 100.0 % $ 333,599$ 16,588$ 350,187 100.0 % 144



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

Table of Contents

The following tables present total fixed maturity securities, based on estimated fair value, by sector classification and by NRSRO rating and the equivalent designations of the NAIC, except for certain structured securities, which are presented using the NAIC methodologies as described above: Fixed Maturity Securities - by



Sector & Credit Quality Rating

NAIC Designation: 1 2 3 4 5 6 Total In or Near Estimated NRSRO Rating: Aaa/Aa/A Baa Ba B



Caa and Lower Default Fair Value

(In millions) June 30, 2014 U.S. corporate $ 47,133$ 46,571$ 9,986$ 5,307$ 379$ 17$ 109,393 Foreign corporate 26,470 30,991 3,131 1,789 106 1 62,488 Foreign government 48,760 5,779 661 1,267 160 - 56,627 U.S. Treasury and agency 54,347 - - - - - 54,347 RMBS 35,480 1,441 961 861 312 9 39,064 CMBS 15,546 45 20 23 17 - 15,651 ABS 13,643 1,068 24 30 18 5 14,788 State and political subdivision 14,181 506 11 - - - 14,698 Total fixed maturity securities $ 255,560$ 86,401$ 14,794$ 9,277$ 992$ 32$ 367,056 Percentage of total 69.6 % 23.6 % 4.0 % 2.5 % 0.3 % - % 100.0 % December 31, 2013 U.S. corporate $ 46,038$ 45,639$ 9,349$ 4,998$ 415$ 30$ 106,469 Foreign corporate 27,957 30,477 2,762 1,910 45 1 63,152 Foreign government 47,767 4,481 648 1,363 178 - 54,437 U.S. Treasury and agency 45,123 - - - - - 45,123 RMBS 31,385 1,657 753 974 248 38 35,055 CMBS 16,393 47 45 14 51 - 16,550 ABS 14,184 1,215 30 119 18 5 15,571 State and political subdivision 13,222 598 10 - - - 13,830 Total fixed maturity securities $ 242,069$ 84,114$ 13,597$ 9,378$ 955$ 74$ 350,187 Percentage of total 69.1 % 24.0 % 3.9 % 2.7 % 0.3 % - % 100.0 % 145



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

Table of Contents

U.S. and Foreign Corporate Fixed Maturity Securities We maintain a diversified portfolio of corporate fixed maturity securities across industries and issuers. This portfolio does not have any exposure to any single issuer in excess of 1% of total investments and the top ten holdings comprise 2% of total investments at both June 30, 2014 and December 31, 2013. The tables below present our U.S. and foreign corporate securities holdings at: June 30, 2014 December 31, 2013 Estimated Estimated Fair % of Fair % of Value Total Value Total (In millions) (In millions) Corporate fixed maturity securities - by sector: Foreign corporate (1) $ 62,488 36.4 % $ 63,152 37.2 % U.S. corporate fixed maturity securities - by industry: Consumer 28,127 16.4 27,953 16.5 Industrial 28,109 16.3 27,462 16.2 Finance 20,807 12.1 20,135 11.9 Utility 19,974 11.6 19,066 11.2 Communications 8,383 4.9 8,074 4.8 Other 3,993 2.3 3,779 2.2 Total $ 171,881 100.0 % $ 169,621 100.0 % __________________



(1) Includes both U.S. dollar and foreign denominated securities.

Structured Securities We held $69.5 billion and $67.2 billion of structured securities, at estimated fair value, at June 30, 2014 and December 31, 2013, respectively, as presented in the RMBS, CMBS and ABS sections below. RMBS The table below presents our RMBS holdings at: June 30, 2014 December 31, 2013 Estimated Net Estimated Net Fair % of Unrealized Fair % of Unrealized Value Total Gains (Losses) Value Total Gains (Losses) (In millions) (In millions) (In millions) (In millions) By security type: Collateralized mortgage obligations $ 19,781 50.6 % $ 1,115 $ 19,046 54.3 % $ 705 Pass-through securities 19,283 49.4 605 16,009 45.7 183 Total RMBS $ 39,064 100.0 % $ 1,720 $ 35,055 100.0 % $ 888 By risk profile: Agency $ 26,713 68.4 % $ 1,313 $ 23,686 67.6 % $ 762 Prime 2,967 7.6 92 2,935 8.4 71 Alt-A 5,469 14.0 161 4,986 14.2 (25 ) Sub-prime 3,915 10.0 154 3,448 9.8 80 Total RMBS $ 39,064 100.0 % $ 1,720 $ 35,055 100.0 % $ 888 Ratings profile: Rated Aaa/AAA $ 27,591 70.6 % $ 24,764 70.6 % Designated NAIC 1 $ 35,480 90.8 % $ 31,385 89.5 % See also "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Fixed Maturity and Equity Securities Available-for-Sale - Structured Securities" included in the 2013 Annual Report for further information about collateralized mortgage obligations and pass-through mortgage-backed securities, as well as agency, prime, Alt-A and sub-prime RMBS. 146



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

Table of Contents

The Company's Alt-A RMBS portfolio has performed within our expectations and is comprised primarily of fixed rate mortgage loans (95% and 94% at June 30, 2014 and December 31, 2013, respectively) and has an insignificant amount of option adjustable rate mortgage loans ($212 million and $34 million, at estimated fair value, or 4% and less than 1%, at June 30, 2014 and December 31, 2013, respectively). These option adjustable rate mortgage loans backing these securities are past the initial period that allowed negative amortization of principal and are now traditional amortizing adjustable rate mortgage loans. Historically, we have managed our exposure to sub-prime RMBS holdings by: acquiring older vintage year securities that benefit from better underwriting, improved credit enhancement and higher levels of residential property price appreciation; reducing our overall exposure; stress testing the portfolio with severe loss assumptions; and closely monitoring the performance of the portfolio. Since the beginning of 2012, we increased our exposure by purchasing sub-prime RMBS at significant discounts to the expected principal recovery value of these securities. The sub-prime RMBS purchases since 2012 of $3.0 billion and $2.5 billion, at estimated fair value, are performing within our expectations and were in an unrealized gain position of $138 million and $96 million at June 30, 2014 and December 31, 2013, respectively. CMBS Our CMBS holdings are diversified by vintage year. The following tables present our CMBS holdings by rating agency rating and by vintage year at: June 30, 2014 Below Investment Aaa Aa A Baa Grade Total Estimated Estimated Estimated Estimated Estimated Estimated Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value Cost Value Cost Value Cost Value (In millions) 2003 - 2004 $ 1,013$ 1,030$ 123$ 126$ 129$ 131$ 51$ 52$ 21$ 21$ 1,337$ 1,360 2005 3,145 3,240 413 432 320 334 110 113 12 15 4,000 4,134 2006 2,212 2,318 141 149 101 104 54 62 55 54 2,563 2,687 2007 742 779 85 90 206 220 145 151 75 72 1,253 1,312 2008 - 2011 569 607 24 24 95 97 - - 12 12 700 740 2012 452 505 229 235 920 934 - - 17 17 1,618 1,691 2013 732 748 408 419 1,513 1,545 13 12 - - 2,666 2,724 2014 161 164 276 281 545 558 - - - - 982 1,003 Total $ 9,026$ 9,391$ 1,699$ 1,756$ 3,829$ 3,923$ 373$ 390$ 192$ 191$ 15,119$ 15,651 Ratings Distribution 60.0 % 11.2 % 25.1 % 2.5 % 1.2 % 100.0 % December 31, 2013 Below Investment Aaa Aa A Baa Grade Total Estimated Estimated Estimated Estimated Estimated Estimated Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value Cost Value Cost Value Cost Value (In millions)

2003 - 2004 $ 2,483$ 2,522$ 227$ 236$ 118$ 124$ 92$ 95$ 22$ 21$ 2,942$ 2,998 2005 3,294 3,442 363 387 372 393 102 110 29 36 4,160 4,368 2006 2,355 2,466 246 260 145 156 16 21 36 37 2,798 2,940 2007 782 814 65 70 208 220 184 187 75 69 1,314 1,360 2008 - 2011 587 613 25 24 142 139 1 1 13 13 768 790 2012 439 477 271 264 937 892 - - 17 51 1,664 1,684 2013 719 715 396 384 1,354 1,311 - - - - 2,469 2,410 Total $ 10,659$ 11,049$ 1,593$ 1,625$ 3,276$ 3,235$ 395$ 414$ 192$ 227$ 16,115$ 16,550 Ratings Distribution 66.8 % 9.8 % 19.5 % 2.5 % 1.4 % 100.0 %



The tables above reflect rating agency ratings assigned by NRSROs including Moody's Investors Service, S&P, Fitch Ratings and Morningstar, Inc. CMBS designated NAIC 1 were 99.3% and 99.1% of total CMBS at June 30, 2014 and December 31, 2013, respectively.

147



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

Table of Contents

ABS

Our ABS are diversified both by collateral type and by issuer. The following table presents our ABS holdings at:

June 30, 2014 December 31, 2013 Estimated Net Estimated Net Fair % of Unrealized Fair % of Unrealized Value Total Gains (Losses) Value Total Gains (Losses) (In millions) (In millions) (In millions) (In millions) By collateral type: Collateralized debt obligations $ 4,379 29.6 % $ (7 )



$ 2,960 19.0 % $ (6 ) Foreign residential loans

2,847 19.3 93 3,415 21.9 80 Automobile loans 2,100 14.2 20 2,635 16.9 12 Student loans 2,027 13.7 54 2,332 15.0 17 Credit card loans 1,587 10.7 61 2,187 14.1 20 Equipment loans 310 2.1 5 427 2.7 6 Other loans 1,538 10.4 4 1,615 10.4 (16 ) Total $ 14,788 100.0 % $ 230 $ 15,571 100.0 % $ 113 Ratings profile: Rated Aaa/AAA $ 8,533 57.7 % $ 9,616 61.8 % Designated NAIC 1 $ 13,643 92.3 % $ 14,184 91.1 % Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS Securities See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for information about the evaluation of fixed maturity securities and equity securities AFS for OTTI and evaluation of temporarily impaired AFS securities. OTTI Losses on Fixed Maturity and Equity Securities AFS Recognized in Earnings See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for information about OTTI losses and gross gains and gross losses on AFS securities sold. Overview of Fixed Maturity and Equity Security OTTI Losses Recognized in Earnings Impairments of fixed maturity and equity securities were $48 million and $59 million for the three months and six months ended June 30, 2014, respectively, and $40 million and $121 million for the three months and six months ended June 30, 2013, respectively. Impairments of fixed maturity securities were $15 million and $25 million for the three months and six months ended June 30, 2014, respectively, and $39 million and $99 million for the three months and six months ended June 30, 2013, respectively. Impairments of equity securities were $33 million and $34 million for the three months and six months ended June 30, 2014, respectively, and $1 million and $22 million for the three months and six months ended June 30, 2013, respectively. Credit-related impairments of fixed maturity securities were $15 million and $25 million for the three months and six months ended June 30, 2014, respectively, and $39 million and $81 million for the three months and six months ended June 30, 2013, respectively. Explanations of changes in fixed maturity and equity securities impairments are as follows: Three Months Ended June 30, 2014 Compared with the Three Months Ended June 30, 2013 Overall OTTI losses recognized in earnings on fixed maturity and equity securities were $48 million for the three months ended June 30, 2014 as compared to $40 million in the prior period. The increase in OTTI losses in the current period were concentrated in non-redeemable preferred stock and common stock, which comprised $33 million in equity security impairments for the three months ended June 30, 2014, as compared to $1 million for the three months ended June 30, 2013, and were primarily attributable to finance industry non-redeemable preferred stocks. The overall increase in impairments for the current period was partially offset by a decrease in utility industry U.S. and foreign corporate fixed maturity security impairments of $27 million. 148



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

Table of Contents

Six Months Ended June 30, 2014 Compared with the Six Months Ended June 30, 2013 Overall OTTI losses recognized in earnings on fixed maturity and equity securities were $59 million for the six months ended June 30, 2014 as compared to $121 million in the prior period. The most significant decreases were in U.S. and foreign corporate securities and RMBS, which comprised $18 million for the six months ended June 30, 2014, as compared to $99 million for the six months ended June 30, 2013. The decrease of $43 million in OTTI losses on U.S. and foreign corporate securities were concentrated in the utility and financial services industries, while the $38 million decrease on RMBS reflects improving economic fundamentals. Future Impairments Future OTTI will depend primarily on economic fundamentals, issuer performance (including changes in the present value of future cash flows expected to be collected), and changes in credit ratings, collateral valuation, interest rates and credit spreads. If economic fundamentals deteriorate or if there are adverse changes in the above factors, OTTI may be incurred in upcoming periods. FVO and Trading Securities FVO and trading securities are primarily comprised of securities for which the FVO has been elected ("FVO Securities"). FVO Securities include certain fixed maturity and equity securities held-for-investment by the general account to support ALM strategies for certain insurance products and investments in certain separate accounts. FVO Securities are primarily comprised of contractholder-directed investments supporting unit-linked variable annuity type liabilities which do not qualify for presentation as separate account summary total assets and liabilities. These investments are primarily mutual funds and, to a lesser extent, fixed maturity and equity securities, short-term investments and cash and cash equivalents. The investment returns on these investments inure to contractholders and are offset by a corresponding change in PABs through interest credited to policyholder account balances. FVO Securities also include securities held by CSEs. We have a trading securities portfolio, principally invested in fixed maturity securities, to support investment strategies that involve the active and frequent purchase and sale of actively traded securities and the execution of short sale agreements. FVO and trading securities were $17.8 billion and $17.4 billion at estimated fair value, or 3.5% of total cash and invested assets, at both June 30, 2014 and December 31, 2013. See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for the FVO and trading securities fair value hierarchy and a rollforward of the fair value measurements for FVO and trading securities measured at estimated fair value on a recurring basis using significant unobservable (Level 3) inputs. Securities Lending We participate in a securities lending program whereby securities are loaned to third parties, primarily brokerage firms and commercial banks. We obtain collateral, usually cash, in an amount generally equal to 102% of the estimated fair value of the securities loaned at inception of the loan. We monitor the estimated fair value of the securities loaned on a daily basis with additional collateral obtained as necessary throughout the duration of the loan. Securities loaned under such transactions may be sold or repledged by the transferee. We are liable to return to our counterparties the cash collateral under our control. Security collateral on deposit from counterparties may not be sold or repledged, unless the counterparty is in default, and is not reflected in the consolidated financial statements. These transactions are treated as financing arrangements and the associated cash collateral liability is recorded at the amount of the cash received. See "- Liquidity and Capital Resources - The Company - Liquidity and Capital Uses - Securities Lending" and Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for financial information regarding our securities lending program. Mortgage Loans Our mortgage loans held-for-investment are principally collateralized by commercial real estate, agricultural real estate and residential properties. Mortgage loans held-for-investment and related valuation allowances are summarized as follows at: 149



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

Table of Contents June 30, 2014 December 31, 2013 % of % of Recorded % of Valuation Recorded Recorded % of Valuation Recorded Investment Total Allowance Investment Investment Total Allowance Investment (Dollars in millions) (Dollars in millions) Commercial $ 40,604 71.8 % $ 230 0.6 % $ 40,926 73.0 % $ 258 0.6 % Agricultural 11,961 21.2 42 0.4 % 12,391 22.1 44 0.4 % Residential 3,947 7.0 22 0.6 % 2,772 4.9 20 0.7 % Total $ 56,512 100.0 % $ 294 0.5 % $ 56,089 100.0 % $ 322 0.6 % Excluded from the table above are mortgage loans for which the FVO has been elected and mortgage loans held-for-sale. See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for information about these mortgage loans. We diversify our mortgage loan portfolio by both geographic region and property type to reduce the risk of concentration. Of our commercial and agricultural mortgage loan portfolios, 86% are collateralized by properties located in the U.S., with the remaining 14% collateralized by properties located outside the U.S., calculated as a percent of the total commercial and agricultural mortgage loans held-for-investment as presented above at June 30, 2014. The carrying value of our commercial and agricultural mortgage loans located in California, New York and Texas were 20%, 12% and 8%, respectively, of total commercial and agricultural mortgage loans held-for-investment as presented above at June 30, 2014. Additionally, we manage risk when originating commercial and agricultural mortgage loans by generally lending up to 75% of the estimated fair value of the underlying real estate collateral. Commercial Mortgage Loans by Geographic Region and Property Type. Commercial mortgage loans are the largest component of the mortgage loan invested asset class, as such loans represented over 70% of total mortgage loans held-for-investment at both June 30, 2014 and December 31, 2013. The tables below present the diversification across geographic regions and property types of commercial mortgage loans held-for-investment: June 30, 2014 December 31, 2013 % of % of Amount Total Amount Total (In millions) (In millions) Region Pacific $ 9,017 22.2 % $ 8,961 21.9 % Middle Atlantic 7,232 17.8 7,367 18.0 International 6,763 16.7 6,709 16.4 South Atlantic 6,714 16.5 6,977 17.1 West South Central 3,734 9.2 3,619 8.8 East North Central 2,455 6.0 2,717 6.6 New England 1,406 3.5 1,404 3.4 Mountain 935 2.3 834 2.0 East South Central 383 0.9 471 1.2 West North Central 144 0.4 148 0.4 Multi-Region and Other 1,821 4.5 1,719 4.2 Total recorded investment 40,604 100.0 % 40,926 100.0 % Less: valuation allowances 230 258 Carrying value, net of valuation allowances $ 40,374 $ 40,668 Property Type Office $ 20,692 51.0 % $ 20,629 50.4 % Retail 9,049 22.3 9,245 22.6 Hotel 4,154 10.2 4,219 10.3 Apartment 3,948 9.7 3,724 9.1 Industrial 2,444 6.0 2,897 7.1 Other 317 0.8 212 0.5 Total recorded investment 40,604 100.0 % 40,926 100.0 % Less: valuation allowances 230 258 Carrying value, net of valuation allowances $ 40,374 $ 40,668 150



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

Table of Contents

Mortgage Loan Credit Quality - Monitoring Process. We monitor our mortgage loan investments on an ongoing basis, including reviewing loans that are current, past due, restructured and under foreclosure. See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for tables that present mortgage loans by credit quality indicator, past due and nonaccrual mortgage loans, impaired mortgage loans, as well as loans modified in a troubled debt restructuring. See "- Real Estate and Real Estate Joint Ventures" for real estate acquired through foreclosure. Commercial and Agricultural Mortgage Loans. We review our commercial 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, estimated valuations of the underlying collateral, loan-to-value ratios, debt service coverage ratios, and tenant creditworthiness. The monitoring process focuses on higher risk loans, which include those that are classified as restructured, delinquent or in foreclosure, as well as loans with higher loan-to-value ratios and lower debt service coverage ratios. The monitoring process for agricultural mortgage loans is generally similar, with a focus on higher risk loans, such as loans with higher loan-to-value ratios, including reviews on a geographic and sector basis. Loan-to-value ratios and debt service coverage ratios are common measures in the assessment of the quality of commercial mortgage loans. Loan-to-value ratios are a common measure in the assessment of the quality of agricultural mortgage loans. Loan-to-value ratios compare the amount of the loan to the estimated fair value of the underlying collateral. A loan-to-value ratio greater than 100% indicates that the loan amount is greater than the collateral value. A loan-to-value ratio of less than 100% indicates an excess of collateral value over the loan amount. Generally, the higher the loan-to-value ratio, the higher the risk of experiencing a credit loss. The debt service coverage ratio compares a property's net operating income to amounts needed to service the principal and interest due under the loan. Generally, the lower the debt service coverage ratio, the higher the risk of experiencing a credit loss. For our commercial mortgage loans, our average loan-to-value ratio was 54% and 55% at June 30, 2014 and December 31, 2013, respectively, and our average debt service coverage ratio was 2.5x and 2.4x at June 30, 2014 and December 31, 2013, respectively. The debt service coverage ratio, as well as the values utilized in calculating the ratio, is updated annually on a rolling basis, with a portion of the portfolio updated each quarter. The loan-to-value ratio is routinely updated for all but the lowest risk loans as part of our ongoing review of our commercial mortgage loan portfolios. For our agricultural mortgage loans, our average loan-to-value ratio was 44% and 45% at June 30, 2014 and December 31, 2013, respectively. The values utilized in calculating the loan-to-value ratio are developed in connection with the ongoing review of the agricultural mortgage loan portfolio and are routinely updated. Mortgage Loan Valuation Allowances. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Mortgage Loans - Mortgage Loan Valuation Allowances" included in the 2013 Annual Report for further information on our mortgage loan valuation allowance policy. See Notes 6 and 8 of the Notes to the Interim Condensed Consolidated Financial Statements for information about activity in and balances of the valuation allowance and the estimated fair value of impaired mortgage loans and related impairments included within net investment gains (losses) as of and for the six months ended June 30, 2014 and 2013. Real Estate and Real Estate Joint Ventures We diversify our real estate investments by both geographic region and property type to reduce risk of concentration. Of our real estate investments, 83% were located in the United States, with the remaining 17% located outside the United States at June 30, 2014. The three locations with the largest real estate investments were California, Japan and New York at 16%, 14% and 10%, respectively, at June 30, 2014. Real estate investments by type consisted of the following at: June 30, 2014 December 31, 2013 Carrying % of Carrying % of Value Total Value Total (In millions) (In millions) Traditional $ 8,947 88.6 % $ 9,312 86.9 % Real estate joint ventures and funds 691 6.8 769 7.2 Subtotal 9,638 95.4 10,081 94.1 Foreclosed (commercial, agricultural and residential) 414 4.1 445 4.2 Real estate held-for-investment 10,052 99.5 10,526 98.3 Real estate held-for-sale 49 0.5 186 1.7 Total real estate and real estate joint ventures $ 10,101 100.0 %



$ 10,712 100.0 %

See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Real Estate and Real Estate Joint Ventures" included in the 2013 Annual Report for a discussion of the types of investments reported within traditional real estate and real estate joint ventures and funds. The estimated fair value of the traditional and held-for-sale real estate investment portfolios was $12.2 billion and $12.5 billion at June 30, 2014 and December 31, 2013, respectively. In connection with our investment management business, in the fourth quarter of 2013, we contributed real estate investments with an estimated fair value of $1.4 billion to the MetLife Core Property Fund, our newly formed open ended core real estate fund, in return for the issuance of ownership interests in that fund. As part of the initial closing on December 31, 2013, we redeemed 76% of our interest in this fund as new third party investors were admitted. The MetLife Core Property Fund was consolidated as of December 31, 2013. As a result of our quarterly reassessment in the first quarter of 2014, we no longer consolidate the MetLife Core Property Fund, effective March 31, 2014. See Note 6 of the Notes to Interim Condensed Consolidated Financial Statements for further information. 151



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

Table of Contents

Other Limited Partnership Interests The carrying value of other limited partnership interests was $8.0 billion and $7.4 billion at June 30, 2014 and December 31, 2013, respectively, which included $2.3 billion and $1.9 billion of hedge funds, at June 30, 2014 and December 31, 2013, respectively. Other Invested Assets The following table presents the carrying value of our other invested assets by type: June 30, 2014 December 31, 2013 Carrying % of Carrying % of Value Total Value Total (In millions) (In millions) Freestanding derivatives with positive estimated fair values $ 9,252 54.1 % $ 8,595 53.0 % Tax credit and renewable energy partnerships 2,710 15.8 2,657 16.3 Leveraged leases, net of non-recourse debt 1,881 11.0 1,946 12.0 Funds withheld 678 4.0 649 4.0 Joint venture investments 411 2.3 113 0.7 Other 2,184 12.8 2,269 14.0 Total $ 17,116 100.0 % $ 16,229 100.0 % Short-term Investments and Cash Equivalents The carrying value of short-term investments, which approximates estimated fair value, was $12.4 billion and $14.0 billion, or 2.4% and 2.8% of total cash and invested assets, at June 30, 2014 and December 31, 2013, respectively. The carrying value of cash equivalents, which approximates estimated fair value, was $2.8 billion and $3.8 billion at June 30, 2014 and December 31, 2013, respectively, or 0.5% and 0.8% of total cash and invested assets, at June 30, 2014 and December 31, 2013, respectively. Derivatives Derivative Risks We are exposed to various risks relating to our ongoing business operations, including interest rate, foreign currency exchange rate, credit and equity market. We use a variety of strategies to manage these risks, including the use of derivatives. See Note 7 of the Notes to the Interim Condensed Consolidated Financial Statements for: A comprehensive description of the nature of our derivatives, including the strategies for which derivatives are used in managing various risks. Information about the notional amount, estimated fair value, and primary



underlying risk exposure of our derivatives by type of hedge designation,

excluding embedded derivatives held at June 30, 2014 and December 31, 2013. The statement of operations effects of derivatives in cash flow, fair



value, or non-qualifying hedge relationships for the three months and six

months ended June 30, 2014 and 2013.

See "Quantitative and Qualitative Disclosures About Market Risk - Management of Market Risk Exposures - Hedging Activities" for more information about our use of derivatives by major hedge program. 152



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

Table of Contents

Fair Value Hierarchy See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for derivatives measured at estimated fair value on a recurring basis and their corresponding fair value hierarchy. The valuation of Level 3 derivatives involves the use of significant unobservable inputs and generally requires a higher degree of management judgment or estimation than the valuations of Level 1 and Level 2 derivatives. Although Level 3 inputs are unobservable, management believes they are consistent with what other market participants would use when pricing such instruments and are considered appropriate given the circumstances. The use of different inputs or methodologies could have a material effect on the estimated fair value of Level 3 derivatives and could materially affect net income. Derivatives categorized as Level 3 at June 30, 2014 include: interest rate forwards with maturities which extend beyond the observable portion of the yield curve; cancellable foreign currency swaps with unobservable currency correlation inputs; foreign currency swaps and forwards with certain unobservable inputs, including unobservable portion of the yield curve; credit default swaps priced using unobservable credit spreads, or that are priced through independent broker quotations; equity variance swaps with unobservable volatility inputs; and equity options with unobservable correlation inputs. At both June 30, 2014 and December 31, 2013, less than 1% of the net derivative estimated fair value was priced through independent broker quotations. See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for a rollforward of the fair value measurements for derivatives measured at estimated fair value on a recurring basis using significant unobservable (Level 3) inputs. Level 3 derivatives had a ($30) million and ($67) million gain (loss) recognized in net income (loss) for the three months and six months ended June 30, 2014. This loss primarily relates to certain purchased equity options that are valued using models dependent on an unobservable market correlation input and equity variance swaps that are valued using observable equity volatility data plus an unobservable equity variance spread. The unobservable equity variance spread is calculated from a comparison between broker offered variance swap volatility and observable equity option volatility. Other significant inputs, which are observable, include equity index levels, equity volatility and the swap yield curve. We validate the reasonableness of these inputs by valuing the positions using internal models and comparing the results to broker quotations. The primary drivers of the loss during the three months ended June 30, 2014 were increases in equity index levels and decreases in equity volatility which, in total accounted for 70% of the loss. Changes in the unobservable inputs accounted for 30% of the loss. The primary drivers of the loss during the six months ended June 30, 2014 were increases in equity index levels and decreases in equity volatility which, in total accounted for 126% of the loss. Changes in the unobservable inputs accounted for an offsetting reduction in the loss of (26)%. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Estimates - Derivatives" included in the 2013 Annual Report for further information on the estimates and assumptions that affect derivatives. Credit Risk See Note 7 of the Notes to the Interim Condensed Consolidated Financial Statements for information about how we manage credit risk related to derivatives and for the estimated fair value of our net derivative assets and net derivative liabilities after the application of master netting agreements and collateral. Our policy is not to offset the fair value amounts recognized for derivatives executed with the same counterparty under the same master netting agreement. This policy applies to the recognition of derivatives in the consolidated balance sheets, and does not affect our legal right of offset. 153



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

Table of Contents

Credit Derivatives The following table presents the gross notional amount and estimated fair value of credit default swaps at: June 30, 2014 December 31, 2013 Notional Estimated Notional Estimated Credit Default Swaps Amount Fair Value Amount Fair Value (In millions) Purchased (1) $ 3,675$ (43 )$ 3,725$ (44 ) Written (2) 9,982 173 9,055 165 Total $ 13,657$ 130$ 12,780$ 121 __________________



(1) The notional amount and estimated fair value for purchased credit default

swaps in the trading portfolio were $290 million and ($8) million, respectively, at June 30, 2014 and $355 million and ($10) million, respectively, at December 31, 2013.



(2) The notional amount and estimated fair value for written credit default

swaps in the trading portfolio were $15 million and $0, respectively, at

June 30, 2014 and $10 million and $0, respectively, at December 31, 2013.

The following table presents the gross gains, gross losses and net gain (losses) recognized in income for credit default swaps as follows:

Three Months Six Months Ended Ended June 30, June 30, 2014 2013 2014 2013 Gross Gross Net Gross Gross Net Gross Gross Net Gross Gross Net Gains Losses Gains Gains Losses Gains Gains Losses Gains Gains Losses Gains Credit Default Swaps (1) (1) (Losses) (1) (1) (Losses) (1) (1) (Losses) (1) (1) (Losses) (In millions) Purchased (2), (4) $ 3$ (11 )$ (8 )$ 5$ (5 ) $ - $ 12$ (18 )$ (6 )$ 10$ (19 )$ (9 ) Written (3), (4) 28 (6 ) 22 6 (11 ) (5 ) 35 (22 ) 13 52 (25 ) 27 Total $ 31$ (17 )$ 14$ 11$ (16 )$ (5 )$ 47$ (40 )$ 7$ 62$ (44 )$ 18 __________________

(1) Gains (losses) are reported in net derivative gains (losses), except for gains (losses) on the trading portfolio, which are reported in net investment income.



(2) The gross gains and gross (losses) for purchased credit default swaps in the

trading portfolio were $1 million and ($2) million, respectively, for the three months ended June 30, 2014 and $3 million and ($3) million, respectively, for the six months ended June 30, 2014. The gross gains and



gross (losses) for purchased credit default swaps in the trading portfolio

were $2 million and ($3) million, respectively, for the three months ended

June 30, 2013 and $3 million and ($7) million, respectively, for the six months ended June 30, 2013. (3) The gross gains and gross (losses) for written credit default swaps in the trading portfolio were not significant for both the three months and six months ended June 30, 2014 and 2013.



(4) Gains (losses) do not include earned income (expense) on credit default

swaps.

The maximum amount at risk related to our written credit default swaps is equal to the corresponding notional amount. The increase in the notional amount of written credit default swaps is primarily a result of our decision to add to our credit replication holdings within the Company. In a replication transaction, we pair an asset on our balance sheet with a written credit default swap to synthetically replicate a corporate bond, a core asset holding of life insurance companies. Replications are entered into in accordance with the guidelines approved by insurance regulators and are an important tool in managing the overall corporate credit risk within the Company. In order to match our long-dated insurance liabilities, we will seek to buy long-dated corporate bonds. In some instances, these may not be readily available in the market, or they may be issued by corporations to which we already have significant corporate credit exposure. For example, by purchasing Treasury bonds (or other high-quality assets) and associating them with written credit default swaps on the desired corporate credit name, we, at times, can replicate the desired bond exposures and meet our ALM needs. In addition, given the shorter tenor of the credit default swaps (generally five-year tenors) versus a long-dated corporate bond, we have more flexibility in managing our credit exposures. 154



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

Table of Contents

Embedded Derivatives See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for information about embedded derivatives measured at estimated fair value on a recurring basis and their corresponding fair value hierarchy. See Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements for a rollforward of the fair value measurements for net embedded derivatives measured at estimated fair value on a recurring basis using significant unobservable (Level 3) inputs. See Note 7 of the Notes to the Interim Condensed Consolidated Financial Statements for information about the nonperformance risk adjustment included in the valuation of guaranteed minimum benefits accounted for as embedded derivatives. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Estimates - Derivatives" included in the 2013 Annual Report for further information on the estimates and assumptions that affect embedded derivatives. Off-Balance Sheet Arrangements Credit and Committed Facilities We maintain an unsecured credit facility and certain committed facilities with various financial institutions. See "- Liquidity and Capital Resources - The Company - Liquidity and Capital Sources - Global Funding Sources - Credit and Committed Facilities" for further descriptions of such arrangements. Collateral for Securities Lending, Repurchase Program and Derivatives We participate in a securities lending program in the normal course of business for the purpose of enhancing the total return on our investment portfolio. Periodically, we receive non-cash collateral for securities lending from counterparties on deposit from customers, which cannot be sold or repledged, and which has not been recorded on our consolidated balance sheets. The amount of this collateral was $85 million at estimated fair value at June 30, 2014. We had no such collateral as of December 31, 2013. See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments - Securities Lending" and "Summary of Significant Accounting Policies - Investments - Securities Lending Program" in Note 1 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for discussion of our securities lending program, the classification of revenues and expenses, and the nature of the secured financing arrangement and associated liability. We also participate in third-party custodian administered repurchase programs for the purpose of enhancing the total return on our investment portfolio. We loan certain of our fixed maturity securities to financial institutions and, in exchange, non-cash collateral is put on deposit by the financial institutions on our behalf with third-party custodians. The estimated fair value of securities loaned in connection with these transactions was $833 million and $231 million at June 30, 2014 and December 31, 2013, respectively. Non-cash collateral on deposit with third-party custodians on our behalf was $892 million and $256 million at June 30, 2014 and December 31, 2013, respectively, which cannot be sold or re-pledged, and which has not been recorded on our consolidated balance sheets. We enter into derivatives to manage various risks relating to our ongoing business operations. We have non-cash collateral from counterparties for derivatives, which can be sold or re-pledged subject to certain constraints, and which has not been recorded on our consolidated balance sheets. The amount of this collateral was $3.0 billion and $2.3 billion at June 30, 2014 and December 31, 2013, respectively. See "- Liquidity and Capital Resources - The Company - Liquidity and Capital Uses - Pledged Collateral" and Note 7 of the Notes to the Interim Condensed Consolidated Financial Statements for information on the earned income on and the gross notional amount, estimated fair value of assets and liabilities and primary underlying risk exposure of our derivatives. Other Additionally, we make mortgage loan commitments and commitments to fund partnerships, bank credit facilities, bridge loans and private corporate bond investments in the normal course of business for the purpose of enhancing the total return on our investment portfolio. Other than these investment-related commitments which are disclosed in Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements, there are no other material obligations or liabilities arising from these investment- related commitments. For further information on these investment-related commitments see "- Liquidity and Capital Resources - The Company - Liquidity and Capital Uses - Contractual Obligations." See "Net Investment Income" and "Net Investment Gains (Losses)" in Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for information on the investment income, investment expense, gains and losses from such investments. See also "- Investments - Fixed Maturity and Equity Securities Available-for-Sale" and "- Investments - Mortgage Loans" for information on our investments in fixed maturity securities and mortgage loans. See "- Investments - Real Estate and Real Estate Joint Ventures" and "- Investments - Other Limited Partnership Interests" for information on our partnership investments. 155



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

Table of Contents

Policyholder Liabilities We establish, and carry as liabilities, actuarially determined amounts that are calculated to meet policy obligations or to provide for future annuity payments. Amounts for actuarial liabilities are computed and reported in the interim condensed consolidated financial statements in conformity with GAAP. For more details on Policyholder Liabilities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Estimates" included in the 2013 Annual Report. Due to the nature of the underlying risks and the high degree of uncertainty associated with the determination of actuarial liabilities, we cannot precisely determine the amounts that will ultimately be paid 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. We periodically review our estimates of actuarial liabilities for future benefits and compare them with our actual experience. We revise estimates, to the extent permitted or required under GAAP, if we determine that future expected experience differs from assumptions used in the development of actuarial liabilities. 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 inadequate, we must increase them. Such an increase could adversely affect our earnings and have a material adverse effect on our business, results of operations and financial condition. Insurance regulators in many of the non-U.S. countries in which we operate require certain MetLife entities to prepare a sufficiency analysis of the reserves presented in the locally required regulatory financial statements, and to submit that analysis to the regulatory authorities. See "Business - International Regulation" included in the 2013 Annual Report. We have experienced, and will likely in the future experience, catastrophe losses and possibly acts of terrorism, as well as turbulent financial markets that may have an adverse impact on our business, results of operations, and financial condition. Due to their nature, we cannot predict the incidence, timing, severity or amount of losses from catastrophes and acts of terrorism, but we make broad use of catastrophic and non-catastrophic reinsurance to manage risk from these perils. Future Policy Benefits We establish liabilities for amounts payable under insurance policies. See Notes 1 and 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for additional information. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations - Industry Trends - Impact of a Sustained Low Interest Rate Environment - Interest Rate Stress Scenario" included in the 2013 Annual Report and "- Variable Annuity Guarantees." A discussion of future policy benefits by segment (as well as Corporate & Other) follows. Retail Future policy benefits for the life business are comprised mainly of liabilities for traditional life and for universal and variable life insurance contracts. In order to manage risk, we have often reinsured a portion of the mortality risk on life insurance policies. The reinsurance programs are routinely evaluated and this may result in increases or decreases to existing coverage. We have entered into various derivative positions, primarily interest rate swaps and swaptions, to mitigate the risk that investment of premiums received and reinvestment of maturing assets over the life of the policy will be at rates below those assumed in the original pricing of these contracts. For our property & casualty products, future policy benefits include unearned premium reserves and liabilities for unpaid claims and claim expenses and represent the amount estimated for claims that have been reported but not settled and claims incurred but not reported. For the annuities business, future policy benefits are comprised mainly of liabilities for life-contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance. Group, Voluntary & Worksite Benefits With the exception of our property & casualty products, future policy benefits for our Group and Voluntary & Worksite businesses are comprised mainly of liabilities for disabled lives under disability waiver of premium policy provisions, liabilities for survivor income benefit insurance, LTC policies, active life policies and premium stabilization and other contingency liabilities held under life insurance contracts. The future policy benefits of the property & casualty products offered by the Voluntary & Worksite business are the same as those of the Retail property & casualty business. Liabilities for unpaid claims are estimated based upon assumptions such as rates of claim frequencies, levels of severities, inflation, judicial trends, legislative changes or regulatory decisions. Assumptions are based upon our historical experience and analyses of historical development patterns of the relationship of loss adjustment expenses to losses for each line of business, and consider the effects of current developments, anticipated trends and risk management programs, reduced for anticipated salvage and subrogation. 156



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

Table of Contents

Corporate Benefit Funding Liabilities for this segment are primarily related to payout annuities, including pension closeouts and structured settlement annuities. There is no interest rate crediting flexibility on these liabilities. As a result, a sustained low interest rate environment could negatively impact earnings; however, we mitigate our risks by applying various ALM strategies, including the use of various derivative positions, primarily interest rate floors and interest rate swaps, to mitigate the risks associated with such a scenario. Latin America Future policy benefits for this segment are held primarily for immediate annuities in Chile, Argentina and Mexico and traditional life contracts mainly in Brazil and Mexico. There are also liabilities held for total return pass-through provisions included in certain universal life and savings products in Mexico. Factors impacting these liabilities include sustained periods of lower yields than rates established at policy issuance, lower than expected asset reinvestment rates, and mortality and lapses different than expected. We mitigate our risks by applying various ALM strategies. Asia Future policy benefits for this segment are held primarily for traditional life, endowment, annuity and accident & health contracts. They are also held for total return pass-through provisions included in certain universal life and savings products. They include certain liabilities for variable annuity and variable life guarantees of minimum death benefits, and longevity guarantees. Factors impacting these liabilities include sustained periods of lower yields than rates established at policy issuance, lower than expected asset reinvestment rates, market volatility, actual lapses resulting in lower than expected income, and actual mortality or morbidity resulting in higher than expected benefit payments. We mitigate our risks by applying various ALM strategies. EMEA Future policy benefits for this segment include unearned premium reserves for group life and credit insurance contracts. Future policy benefits are also held for traditional life, endowment and annuity contracts with significant mortality risk and accident & health contracts. Factors impacting these liabilities include sustained periods of lower yields than rates established at issue, lower than expected asset reinvestment rates, market volatility, actual lapses resulting in lower than expected income, and actual mortality or morbidity resulting in higher than expected benefit payments. We mitigate our risks by having premiums which are adjustable or cancellable in some cases, and by applying various ALM strategies. Corporate & Other Future policy benefits primarily include liabilities for quota-share reinsurance agreements for certain run-off LTC and workers' compensation business written by MICC. Additionally, future policy benefits include liabilities for variable annuity guaranteed minimum benefits assumed from a former operating joint venture in Japan that are accounted for as insurance. Policyholder Account Balances PABs are generally equal to the account value, which includes accrued interest credited, but excludes the impact of any applicable surrender charge that may be incurred upon surrender. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Industry Trends - Impact of a Sustained Low Interest Rate Environment - Interest Rate Stress Scenario" included in the 2013 Annual Report and "- Variable Annuity Guarantees." See also Notes 1 and 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for additional information. A discussion of PABs by segment (as well as Corporate & Other) follows. Retail Life & Other PABs are held for retained asset accounts, universal life policies and the fixed account of variable life insurance policies. For Annuities, PABs are held for fixed deferred annuities, the fixed account portion of variable annuities, and non-life contingent income annuities. Interest is credited to the policyholder's account at interest rates we determine which are influenced by current market rates, subject to specified minimums. A sustained low interest rate environment could negatively impact earnings as a result of the minimum credited rate guarantees present in most of these PABs. We have various derivative positions, primarily interest rate floors, to partially mitigate the risks associated with such a scenario. Additionally, PABs are held for variable annuity guaranteed minimum living benefits that are accounted for as embedded derivatives. 157



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

Table of Contents

The table below presents the breakdown of account value subject to minimum guaranteed crediting rates for Retail:

June 30, 2014 Account Account Value at



Guaranteed Minimum Crediting Rate Value (1) Guarantee (1)

(In millions) Life & Other Greater than 0% but less than 2% $ 125 $ 125



Equal to 2% but less than 4% $ 11,689 $ 4,897 Equal to or greater than 4% $ 10,753 $ 6,778 Annuities Greater than 0% but less than 2% $ 3,310 $ 2,414 Equal to 2% but less than 4% $ 32,931$ 26,804 Equal to or greater than 4% $ 2,609 $ 2,594

__________________

(1) These amounts are not adjusted for policy loans.

As a result of acquisitions, we establish additional liabilities known as excess interest reserves for policies with credited rates in excess of market rates as of the applicable acquisition dates. At June 30, 2014, excess interest reserves were $127 million and $358 million for Life & Other and Annuities, respectively. Group, Voluntary & Worksite Benefits PABs in this segment are held for retained asset accounts, universal life policies, the fixed account of variable life insurance policies and specialized life insurance products for benefit programs. PABs are credited interest at a rate we determine, which are influenced by current market rates. A sustained low interest rate environment could negatively impact earnings as a result of the minimum credited rate guarantees present in most of these PABs. We have various derivative positions, primarily interest rate floors, to partially mitigate the risks associated with such a scenario. The table below presents the breakdown of account value subject to minimum guaranteed crediting rates for Group, Voluntary & Worksite Benefits: June 30, 2014 Account Account Value at



Guaranteed Minimum Crediting Rate Value (1) Guarantee (1)

(In millions)



Greater than 0% but less than 2% $ 4,973 $ 4,973 Equal to 2% but less than 4% $ 2,221 $ 2,200 Equal to or greater than 4% $ 639 $

613



__________________

(1) These amounts are not adjusted for policy loans.

Corporate Benefit Funding PABs in this segment are comprised of funding agreements. Interest crediting rates vary by type of contract, and can be fixed or variable. Variable interest crediting rates are generally tied to an external index, most commonly the (1-month or 3-month) London InterBank Offered Rate (LIBOR). We are exposed to interest rate risks, as well as foreign currency exchange rate risk when guaranteeing payment of interest and return of principal at the contractual maturity date. We may invest in floating rate assets or enter into receive-floating interest rate swaps, also tied to external indices, as well as caps, to mitigate the impact of changes in market interest rates. We also mitigate our risks by applying various ALM strategies and seek to hedge all foreign currency exchange rate risk through the use of foreign currency hedges, including cross currency swaps. Latin America PABs in this segment are held largely for investment-type products and universal life products in Mexico, and deferred annuities in Brazil. Some of the deferred annuities in Brazil are unit-linked-type funds that do not meet the GAAP definition of separate accounts. The rest of the deferred annuities have minimum credited rate guarantees, and these liabilities and the universal life liabilities are generally impacted by sustained periods of low interest rates. Liabilities for unit-linked-type funds are impacted by changes in the fair value of the associated investments, as the return on assets is generally passed directly to the policyholder. 158



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

Table of Contents

Asia

PABs in this segment are held largely for fixed income retirement and savings plans, fixed deferred annuities, interest sensitive whole life products, universal life and, to a lesser degree, liability amounts for unit-linked-type funds that do not meet the GAAP definition of separate accounts. Also included are certain liabilities for retirement and savings products sold in certain countries in Asia that generally are sold with minimum credited rate guarantees. Liabilities for guarantees on certain variable annuities in Asia are accounted for as embedded derivatives and recorded at estimated fair value and are also included within PABs. These liabilities are generally impacted by sustained periods of low interest rates, where there are interest rate guarantees. We mitigate our risks by applying various ALM strategies and with reinsurance. Liabilities for unit-linked-type funds are impacted by changes in the fair value of the associated underlying investments, as the return on assets is generally passed directly to the policyholder. The table below presents the breakdown of account value subject to minimum guaranteed crediting rates for Asia: June 30, 2014 Account Account Value at



Guaranteed Minimum Crediting Rate (1) Value (2) Guarantee (2)

(In millions)



Annuities

Greater than 0% but less than 2% $ 26,473 $ 2,204 Equal to 2% but less than 4% $ 1,104 $

362 Equal to or greater than 4% $ 2 $ 2



Life & Other Greater than 0% but less than 2% $ 6,261 $ 5,831 Equal to 2% but less than 4% $ 17,581 $ 8,779 Equal to or greater than 4%

$ 263 $ -



__________________

(1) Excludes negative VOBA liabilities of $1.9 billion at June 30, 2014,

primarily held in Japan. These liabilities were established in instances

where the estimated fair value of contract obligations exceeded the book

value of assumed insurance policy liabilities in the acquisition of ALICO.

These negative liabilities were established primarily for decreased market

interest rates subsequent to the issuance of the policy contracts.

(2) These amounts are not adjusted for policy loans.

EMEA

PABs in this segment are held mostly for universal life, deferred annuity, pension products, and unit-linked-type funds that do not meet the GAAP definition of separate accounts. They are also held for endowment products without significant mortality risk. Where there are interest rate guarantees, these liabilities are generally impacted by sustained periods of low interest rates. We mitigate our risks by applying various ALM strategies. Liabilities for unit-linked-type funds are impacted by changes in the fair value of the associated investments, as the return on assets is generally passed directly to the policyholder. Corporate & Other PABs in Corporate & Other are held for variable annuity guaranteed minimum benefits assumed from a former operating joint venture in Japan that are accounted for as embedded derivatives. Variable Annuity Guarantees We issue, directly and through assumed reinsurance, certain variable annuity products with guaranteed minimum benefits that provide the policyholder a minimum return based on their initial deposit (i.e., the benefit base) less withdrawals. In some cases, the benefit base may be increased by additional deposits, bonus amounts, accruals or optional market value resets. See Notes 1 and 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for additional information. 159



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

Table of Contents

Certain guarantees, including portions thereof, have insurance liabilities established that are included in future policy benefits. Guarantees accounted for in this manner include GMDBs, the life-contingent portion of certain guaranteed minimum withdrawal benefits ("GMWBs"), and the portion of guaranteed minimum income benefit ("GMIBs") that requires annuitization. These liabilities are accrued over the life of the contract in proportion to actual and future expected policy assessments based on the level of guaranteed minimum benefits generated using multiple scenarios of separate account returns. The scenarios are based on best estimate assumptions consistent with those used to amortize DAC. When current estimates of future benefits exceed those previously projected or when current estimates of future assessments are lower than those previously projected, liabilities will increase, resulting in a current period charge to net income. The opposite result occurs when the current estimates of future benefits are lower than that previously projected or when current estimates of future assessments exceed those previously projected. At each reporting period, we update the actual amount of business remaining in-force, which impacts expected future assessments and the projection of estimated future benefits resulting in a current period charge or increase to earnings. Certain guarantees, including portions thereof, accounted for as embedded derivatives, are recorded at estimated fair value and included in PABs. Guarantees accounted for as embedded derivatives include guaranteed minimum accumulation benefits ("GMABs"), the non-life contingent portion of GMWBs and the portion of certain GMIBs that do not require annuitization. The estimated fair values of guarantees accounted for as embedded derivatives are determined based on the present value of projected future benefits minus the present value of projected future fees. The projections of future benefits and future fees require capital market and actuarial assumptions including expectations concerning policyholder behavior. A risk neutral valuation methodology is used to project the cash flows from the guarantees under multiple capital market scenarios to determine an economic liability. The reported estimated fair value is then determined by taking the present value of these risk-free generated cash flows using a discount rate that incorporates a spread over the risk free rate to reflect our nonperformance risk and adding a risk margin. For more information on the determination of estimated fair value, see Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements. The table below contains the carrying value for guarantees at: Future Policy Policyholder Benefits Account Balances June 30, 2014December 31, 2013



June 30, 2014December 31, 2013

(In millions) Americas GMDB $ 581 $ 495 $ - $ - GMIB 1,812 1,608 (1,871 ) (1,904 ) GMAB - - - 2 GMWB 77 62 (411 ) (441 ) Asia GMDB 37 33 - - GMAB - - 8 3 GMWB 216 204 134 129 EMEA GMDB (5 ) 6 - - GMAB - - 8 11 GMWB 31 19 (142 ) (102 ) Corporate & Other GMDB 9 11 - - GMAB - - 71 83 GMWB 90 109 1,390 1,179 Total $ 2,848 $ 2,547 $ (813 ) $ (1,040 ) The carrying amounts for guarantees included in PABs above include nonperformance risk adjustments of $258 million and $267 million at June 30, 2014 and December 31, 2013, respectively. These nonperformance risk adjustments represent the impact of including a credit spread when discounting the underlying risk neutral cash flows to determine the estimated fair values. The nonperformance risk adjustment does not have an economic impact on us as it cannot be monetized given the nature of these policyholder liabilities. The change in valuation arising from the nonperformance risk adjustment is not hedged. The carrying values of these guarantees can change significantly during periods of sizable and sustained shifts in equity market performance, equity volatility, interest rates or foreign currency exchange rates. Carrying values are also impacted by our assumptions around mortality, separate account returns and policyholder behavior including lapse rates. 160



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

Table of Contents

As discussed below, we use a combination of product design, reinsurance, hedging strategies, and other risk management actions to mitigate the risks related to these benefits. Within each type of guarantee, there is a range of product offerings reflecting the changing nature of these products over time. Changes in product features and terms are in part driven by customer demand but, more importantly, reflect our risk management practices of continuously evaluating the guaranteed benefits and their associated asset-liability matching. The sections below provide further detail by total contract account value for certain of our most popular guarantees. Total contract account values include amounts not reported in the consolidated balance sheets from assumed reinsurance, contractholder-directed investments which do not qualify for presentation as separate account assets, and amounts included in our general account. GMDBs We offer a range of GMDBs to our contractholders. The table below presents GMDBs, by benefit type, at June 30, 2014: Total Contract Account Value (1) Corporate & Americas Other (In millions)



Return of premium or five to seven year step-up $ 108,114$ 15,427 Annual step-up

32,388 - Roll-up and step-up combination 40,788 - Total $ 181,290$ 15,427



__________________

(1) Total contract account value excludes $2.3 billion for contracts with no

GMDBs and $12.5 billion of total contract account value in the EMEA and Asia

segments.

Based on total contract account value, less than 40% of our GMDBs included enhanced death benefits such as the annual step-up or roll-up and step-up combination products. We expect the above GMDB risk profile to be relatively consistent for the foreseeable future. As part of our risk management of the GMDB business, we have been opportunistically reinsuring in-force blocks, taking advantage of favorable capital market conditions. Our approach for such treaties has been to seek coverage for the enhanced GMDBs, such as the annual step-up and the roll-up and step-up combination. These treaties tend to cover long periods until claims start running off, and are written either on a first dollar basis or with a deductible. Living Benefit Guarantees The table below presents our living benefit guarantees based on total contract account values at June 30, 2014: Total Contract Account Value (1) Corporate & Americas Other (In millions) GMIB $ 101,464 $ - GMWB - non-life contingent 7,084 3,847 GMWB - life-contingent 21,161 9,736 GMAB 302 1,844 $ 130,011$ 15,427 __________________



(1) Total contract account value excludes $53.6 billion for contracts with no

living benefit guarantees and $9.7 billion of total contract account value

in the EMEA and Asia segments.

In terms of total contract account value, GMIBs are our most significant living benefit guarantee. Our primary risk management strategy for our GMIB products is our derivatives hedging program as discussed below. Additionally, we have engaged in certain reinsurance agreements covering some of our GMIB business. As part of our overall risk management approach for living benefit guarantees, we continually monitor the reinsurance markets for the right opportunity to purchase additional coverage for our GMIB business. 161



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

Table of Contents

The table below presents our GMIBs, by their guaranteed payout basis, at June 30, 2014: Total Contract Account Value (In millions) 7-year setback, 2.5% interest rate $



37,609

7-year setback, 1.5% interest rate



6,231

10-year setback, 1.5% interest rate



20,534

10-year mortality projection, 10-year setback, 1.0% interest rate

32,391

10-year mortality projection, 10-year setback, 0.5% interest rate

4,699 $ 101,464 The annuitization interest rates on GMIBs have been decreased from 2.5% to 0.5% over time, partially in response to the low interest rate environment, accompanied by an increase in the setback period from seven years to 10 years and the recent introduction of the 10-year mortality projection. We expect new contracts to have comparable guarantee features for the foreseeable future. Additionally, 32% of the $101.5 billion of GMIB total contract account value has been invested in managed volatility funds as of June 30, 2014. These funds seek to manage volatility by adjusting the fund holdings within certain guidelines based on capital market movements. Such activity reduces the overall risk of the underlying funds while maintaining their growth opportunities. These risk mitigation techniques translate to a reduction or elimination of the need for us to manage the funds' volatility through hedging or reinsurance. We expect the proportion of total contract account value invested in these funds to increase for the foreseeable future, as new contracts with GMIB are required to invest in these funds. Our GMIB products typically have a waiting period of 10 years to be eligible for annuitization. As of June 30, 2014, only 10% of our contracts with GMIBs were eligible for annuitization. The remaining contracts are not eligible for annuitization for an average of seven years. Once eligible for annuitization, contractholders would only be expected to annuitize if their contracts were in-the-money. We calculate in-the-moneyness with respect to GMIBs consistent with net amount at risk as discussed in Note 4 of the Notes to the Interim Condensed Consolidated Financial Statements, by comparing the contractholders' income benefits based on total contract account values and current annuity rates versus the guaranteed income benefits. For those contracts with GMIB, the table below presents details of contracts that are in-the-money and out-of-the-money at June 30, 2014: In-the- Total Contract Moneyness Account Value % of Total (In millions) In-the-money 30% + $ 891 0.9 % 20% to 30% 701 0.7 % 10% to 20% 1,520 1.5 % 0% to 10% 3,596 3.5 % 6,708 Out-of-the-money -10% to 0% 7,364 7.3 % -20% to -10% 12,999 12.8 % -20% + 74,393 73.3 % 94,756 Total GMIBs $ 101,464 162



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

Table of Contents

Derivatives Hedging Variable Annuity Guarantees In addition to reinsurance and our risk mitigating steps described above, we have a hedging strategy that uses various over-the-counter ("OTC") and exchanged traded derivatives. The table below presents the gross notional amount, estimated fair value and primary underlying risk exposure of the derivatives hedging our variable annuity guarantees: June 30, 2014 December 31, 2013 Primary Underlying Notional Estimated Fair



Value Notional Estimated Fair Value Risk Exposure Instrument Type Amount Assets Liabilities Amount Assets Liabilities

(In millions) Interest rate Interest rate swaps $ 25,474$ 1,504 $ 675 $ 25,474$ 1,108 $ 669 Interest rate futures 6,346 3 6 5,888 9 9 Interest rate options 27,940 315 149 17,690 131 236 Foreign currency Foreign currency exchange rate forwards 2,349 15 6 2,324 1 171 Foreign currency futures 382 1 - 365 1 1 Equity market Equity futures 5,803 1 11 5,144 1 43 Equity options 36,224 1,271 1,228 35,445 1,344 1,068 Variance swaps 21,985 217 691 21,636 174 577 Total rate of return swaps 3,449 - 138 3,802 - 179 Total $ 129,952$ 3,327$ 2,904$ 117,768$ 2,769$ 2,953 The change in estimated fair values of our derivatives is recorded in policyholder benefits and claims if they are hedging guarantees included in future policy benefits, and in net derivative gains (losses) if they are hedging guarantees included in PABs. Our hedging strategy involves the significant use of static longer-term derivative instruments to avoid the need to execute transactions during periods of market disruption or higher volatility. We continually monitor the capital markets for opportunities to adjust our liability coverage, as appropriate. Futures are also used to dynamically adjust the daily coverage levels as markets and liability exposures fluctuate. We remain liable for the guaranteed benefits in the event that reinsurers or derivative counterparties are unable or unwilling to pay. Certain of our reinsurance agreements and most derivative positions are collateralized and derivatives positions are subject to master netting agreements, both of which significantly reduce the exposure to counterparty risk. In addition, we are subject to the risk that hedging and other risk management actions prove ineffective or that unanticipated policyholder behavior or mortality, combined with adverse market events, produces economic losses beyond the scope of the risk management techniques employed. Liquidity and Capital Resources Overview Our business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio and our insurance liabilities are sensitive to changing market factors. The global markets and economy continue to experience volatility that may affect our financing costs and market interest for our debt or equity securities. For further information regarding market factors that could affect our ability to meet liquidity and capital needs, see "- Industry Trends" and "- Investments - Current Environment." Liquidity Management Based upon the strength of our franchise, diversification of our businesses, strong financial fundamentals and the substantial funding sources available to us as described herein, we continue to believe we have access to ample liquidity to meet business requirements under current market conditions and reasonably possible stress scenarios. We continuously monitor and adjust our liquidity and capital plans for MetLife, Inc. and its subsidiaries in light of market conditions, changing needs and opportunities. 163



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

Table of Contents

Short-term Liquidity We maintain a substantial short-term liquidity position, which was $15.0 billion and $15.8 billion at June 30, 2014 and December 31, 2013, respectively. Short-term liquidity includes cash and cash equivalents and short-term investments, excluding: (i) amounts related to cash collateral received under our securities lending program; (ii) amounts related to cash collateral received from counterparties in connection with derivatives; and (iii) cash held in the closed block. Liquid Assets An integral part of our liquidity management includes managing our level of liquid assets, which was $238.3 billion and $240.9 billion at June 30, 2014 and December 31, 2013, respectively. Liquid assets include cash and cash equivalents, short-term investments and publicly-traded securities, excluding: (i) amounts related to cash collateral received under our securities lending program; (ii) amounts related to cash collateral received from counterparties in connection with derivatives; (iii) cash and investments held in the closed block, in regulatory custodial accounts or on deposit with regulatory agencies; (iv) investments held in trust in support of collateral financing arrangements; and (v) investments pledged in support of funding agreements, derivatives and short sale agreements. Capital Management We have established several senior management committees as part of our capital management process. These committees, including the Capital Management Committee and the Enterprise Risk Committee ("ERC"), regularly review actual and projected capital levels (under a variety of scenarios including stress scenarios) and our capital plan in accordance with our capital policy. The Capital Management Committee is comprised of members of senior management, including MetLife, Inc.'s Chief Financial Officer, Treasurer and Chief Risk Officer ("CRO"). The ERC is also comprised of members of senior management, including MetLife, Inc.'s Chief Financial Officer, CRO and Chief Investment Officer. Our Board and senior management are directly involved in the development and maintenance of our capital policy. The capital policy sets forth, among other things, minimum and target capital levels and the governance of the capital management process. All capital actions, including proposed changes to the capital plan, capital targets or capital policy, are reviewed by the Finance and Risk Committee of the Board prior to obtaining full Board approval. The Board approves the capital policy and the annual capital plan and authorizes capital actions, as required. See "Risk Factors - Capital-Related Risks - Regulatory Restrictions and Uncertainty and Restrictions Under the Terms of Certain of Our Securities May Prevent Us from Repurchasing Our Stock and Paying Dividends at the Level We Wish" included in MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Note 16 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for information regarding restrictions on payment of dividends and stock repurchases. See also "- The Company - Liquidity and Capital Uses - Common Stock Repurchases" for information regarding MetLife, Inc.'s common stock repurchase program. The Company Liquidity Liquidity refers to a company's ability to generate adequate amounts of cash to meet its needs. In the event of significant cash requirements beyond anticipated liquidity needs, we have various alternatives available depending on market conditions and the amount and timing of the liquidity need. These available alternatives include cash flows from operations, sales of liquid assets, global funding sources and various credit facilities. Capital We manage our capital position to maintain our financial strength and credit ratings. Our capital position is supported by our ability to generate strong cash flows within our operating companies and borrow funds at competitive rates, as well as by our demonstrated ability to raise additional capital to meet operating and growth needs despite adverse market and economic conditions. 164



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

Table of Contents

Summary of Primary Sources and Uses of Liquidity and Capital Our primary sources and uses of liquidity and capital are summarized as follows: Six Months Ended June 30, 2014 2013 (In millions) Sources: Operating activities, net $ 6,921$ 7,314



Changes in payables for collateral under securities loaned 2,891

- and other transactions, net Changes in bank deposits, net - 8 Long-term debt issued 1,000 - Effect of change in foreign currency exchange rates on 21 - cash and cash equivalents Total sources 10,833 7,322 Uses: Investing activities, net 6,700 7,853 Changes in policyholder account balances, net 774



4,345

Changes in payables for collateral under securities loaned -

440

and other transactions, net Short-term debt repayments, net 75



-

Long-term debt repaid 2,484



356

Treasury stock acquired in connection with share 4 - repurchases Dividends on preferred stock 61 61 Dividends on common stock 706 505 Other, net 221 91 Effect of change in foreign currency exchange rates on -



225

cash and cash equivalents Total uses 11,025



13,876

Net increase (decrease) in cash and cash equivalents $ (192 ) $

(6,554 ) 165



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

Table of Contents

Cash Flows from Operations The principal cash inflows from our insurance activities come from insurance premiums, annuity considerations and deposit funds. The principal cash outflows relate to the liabilities associated with various life insurance, property & casualty, annuity and pension products, operating expenses and income tax, as well as interest on debt obligations. A primary liquidity concern with respect to these cash flows is the risk of early contractholder and policyholder withdrawal. Cash Flows from Investments The principal cash inflows from our investment activities come from repayments of principal, proceeds from maturities and sales of investments, settlements of freestanding derivatives and net investment income. The principal cash outflows relate to purchases of investments, issuances of policy loans and settlements of freestanding derivatives. Additional cash outflows include those related to our securities lending activities and purchases of businesses. We typically have a net cash outflow from investing activities because cash inflows from insurance operations are reinvested in accordance with our ALM discipline to fund insurance liabilities. We closely monitor and manage these risks through our comprehensive investment risk management process. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption. Financing Cash Flows The principal cash inflows from our financing activities come from issuances of debt and other securities and deposits of funds associated with PABs. The principal cash outflows come from repayments of debt, payments of dividends on and repurchase of MetLife, Inc.'s securities and withdrawals associated with PABs. The primary liquidity concerns with respect to these cash flows are market disruption and the risk of early contractholder and policyholder withdrawal. Liquidity and Capital Sources In addition to the general description of liquidity and capital sources in "- Summary of Primary Sources and Uses of Liquidity and Capital," the following additional information is provided regarding our primary sources of liquidity and capital: Global Funding Sources Liquidity is provided by a variety of global funding sources, including funding agreements, credit facilities and commercial paper. Capital is provided by a variety of global funding sources, including short-term and long-term debt, collateral financing arrangements, junior subordinated debt securities, preferred securities, equity securities and equity-linked securities. The diversity of our global funding sources enhances our funding flexibility, limits dependence on any one market or source of funds and generally lowers the cost of funds. Our primary global funding sources include: Common Stock During the six months ended June 30, 2014 and 2013, MetLife, Inc. issued 4,621,866 and 4,914,813 new shares of its common stock for $173 million and $155 million, respectively, to satisfy various stock option exercises and other stock-based awards. Commercial Paper, Reported in Short-term Debt MetLife, Inc. and MetLife Funding, Inc. ("MetLife Funding") each have commercial paper programs supported by a $4.0 billion general corporate credit facility (see "- Credit and Committed Facilities"). MetLife Funding, a subsidiary of MLIC, serves as our centralized finance unit. MetLife Funding raises cash from its commercial paper program and uses the proceeds to extend loans, through MetLife Credit Corp., another subsidiary of MLIC, to MetLife, Inc., MLIC and other affiliates in order to enhance the financial flexibility and liquidity of these companies. Outstanding balances for the commercial paper programs fluctuate in line with changes to affiliates' financing arrangements. 166



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

Table of Contents

Federal Home Loan Bank Funding Agreements, Reported in PABs Certain of our domestic insurance subsidiaries are members of a regional Federal Home Loan Bank ("FHLB"). During the six months ended June 30, 2014 and 2013, we issued $5.8 billion and $8.0 billion, respectively, and repaid $5.8 billion and $8.4 billion, respectively, under funding agreements with certain regional FHLBs. At both June 30, 2014 and December 31, 2013, total obligations outstanding under these funding agreements were $15.0 billion. See Note 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. Special Purpose Entity Funding Agreements, Reported in PABs We issue fixed and floating rate funding agreements, which are denominated in either U.S. dollars or foreign currencies, to certain special purpose entities ("SPEs") that have issued either debt securities or commercial paper for which payment of interest and principal is secured by such funding agreements. During the six months ended June 30, 2014 and 2013, we issued $24.4 billion and $18.6 billion, respectively, and repaid $24.1 billion and $17.8 billion, respectively, under such funding agreements. At June 30, 2014 and December 31, 2013, total obligations outstanding under these funding agreements were $32.1 billion and $31.2 billion, respectively. See Note 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. Federal Agricultural Mortgage Corporation Funding Agreements, Reported in PABs We have issued funding agreements to the Federal Agricultural Mortgage Corporation ("Farmer Mac"), as well as to certain SPEs that have issued debt securities for which payment of interest and principal is secured by such funding agreements, and such debt securities are also guaranteed as to payment of interest and principal by Farmer Mac. The obligations under all such funding agreements are secured by a pledge of certain eligible agricultural real estate mortgage loans. There were no issuances or repayments under such funding agreements during the six months ended June 30, 2014 and 2013. At both June 30, 2014 and December 31, 2013, total obligations outstanding under these funding agreements were $2.8 billion. See Note 4 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. Debt Issuance In April 2014, MetLife, Inc. issued $1.0 billion of senior notes due in April 2024 which bear interest at a fixed rate of 3.60%, payable semi-annually. Remarketing of Senior Debt Securities and Settlement of Stock Purchase Contracts In October 2014, MetLife, Inc. plans to remarket $1.0 billion of senior debt securities underlying common equity units issued in November 2010, in connection with the acquisition of ALICO. MetLife, Inc. will not receive any proceeds from the remarketing. Common equity unit holders will use the remarketing proceeds to settle their payment obligations under the applicable stock purchase contracts. The subsequent settlement of the stock purchase contracts will provide proceeds to MetLife, Inc. of $1.0 billion in exchange for shares of MetLife, Inc.'s common stock. MetLife, Inc. will deliver between 22.8 million and 28.5 million shares of its newly issued common stock to settle the stock purchase contracts. See Notes 12 and 15 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for additional information. Credit and Committed Facilities At June 30, 2014, we maintained a $4.0 billion unsecured credit facility and certain committed facilities aggregating $12.1 billion. When drawn upon, these facilities bear interest at varying rates in accordance with the respective agreements. In May 2014, MetLife, Inc. and MetLife Funding entered into a $4.0 billion five-year unsecured credit agreement, which amended and restated both the five-year $3.0 billion and the five-year $1.0 billion unsecured credit agreements in their entireties into a single agreement (the "2014 Five-Year Credit Agreement"). The facility made available by the 2014 Five-Year Credit Agreement may be used for general corporate purposes (including, in the case of loans, to back up commercial paper and, in the case of letters of credit, to support variable annuity policy and reinsurance reserve requirements). All borrowings under the 2014 Five-Year Credit Agreement must be repaid by May 30, 2019, except that letters of credit outstanding on that date may remain outstanding until no later than May 30, 2020. MetLife, Inc. incurred costs of $6 million related to the 2014 Five-Year Credit Agreement, which were capitalized and included in other assets. These costs are being amortized over the remaining term of the 2014 Five-Year Credit Agreement. At June 30, 2014, we had outstanding $270 million in letters of credit and no drawdowns against this facility. Remaining availability was $3.7 billion at June 30, 2014. The committed facilities are used for collateral for certain of our affiliated reinsurance liabilities. At June 30, 2014, $6.5 billion in letters of credit and $2.8 billion in aggregate drawdowns under collateral financing arrangements were outstanding against these facilities. Remaining availability was $2.8 billion at June 30, 2014. 167



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

Table of Contents

See Note 12 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for further information about these facilities. We have no reason to believe that our lending counterparties will be unable to fulfill their respective contractual obligations under these facilities. As commitments associated with letters of credit and financing arrangements may expire unused, these amounts do not necessarily reflect our actual future cash funding requirements. Outstanding Debt Under Global Funding Sources The following table summarizes our outstanding debt at: June 30, 2014 December 31, 2013 (In millions) Short-term debt $ 100 $ 175 Long-term debt (1) $ 16,278 $ 17,198 Collateral financing arrangements $ 4,196 $ 4,196 Junior subordinated debt securities $ 3,193 $ 3,193



__________________

(1) Excludes $505 million and $1.5 billion at June 30, 2014 and December 31,

2013, respectively, of long-term debt relating to CSEs - FVO (see Note 6 of

the Notes to the Interim Condensed Consolidated Financial Statements).



Dispositions

Cash proceeds from dispositions during the six months ended June 30, 2014 and 2013 were $714 million and $373 million, respectively. See Note 3 of the Notes to the Interim Condensed Consolidated Financial Statements for information regarding the disposition of MAL. During the six months ended June 30, 2013, the sale of MetLife Bank's depository business resulted in cash outflows of $6.4 billion as a result of the buyer's assumption of the bank deposits liability in exchange for our cash payment. See Note 3 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for information regarding the sale of MetLife Bank's depository business. Liquidity and Capital Uses In addition to the general description of liquidity and capital uses in "- Summary of Primary Sources and Uses of Liquidity and Capital" the following additional information is provided regarding our primary uses of liquidity and capital: Common Stock Repurchases In June 2014, MetLife, Inc. announced that it will resume common stock repurchases and intends to repurchase up to $1 billion of MetLife, Inc. common stock. It will utilize existing authorizations from the MetLife, Inc. Board of Directors to repurchase its common stock. Under these authorizations, MetLife, Inc. may purchase its common stock from the MetLife Policyholder Trust, in the open market (including pursuant to the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 ("Exchange Act")) and in privately negotiated transactions. See "Unregistered Sales of Equity Securities and Use of Proceeds - Issuer Purchases of Equity Securities." In June 2014, MetLife, Inc. repurchased 80,662 shares through open market purchases for $4 million. At June 30, 2014, $1.3 billion remains available under these common stock repurchase authorizations. Future common stock repurchases will be dependent upon several factors, including our capital position, liquidity, financial strength and credit ratings, general market conditions, the market price of MetLife, Inc.'s common stock compared to management's assessment of the stock's underlying value and applicable regulatory approvals, as well as other legal and accounting factors. 168



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

Table of Contents

Preferred Stock Dividends Information on the declaration, record and payment dates, as well as per share and aggregate dividend amounts, for preferred stock was as follows for the six months ended June 30, 2014 and 2013:



Preferred Stock Dividend

Series A



Series A Series B Series B Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate

(In millions, except per share data) May 15, 2014 May 31, 2014 June 16, 2014 $ 0.256$ 7$ 0.406 $ 24 March 5, 2014 February 28, 2014 March 17, 2014 $ 0.250 6 $ 0.406 24 $ 13 $ 48 May 15, 2013 May 31, 2013 June 17, 2013 $ 0.256$ 7$ 0.406 $ 24 March 5, 2013 February 28, 2013 March 15, 2013 $ 0.250 6 $ 0.406 24 $ 13 $ 48 Preferred stock dividends are paid quarterly in accordance with the terms of MetLife, Inc.'s Floating Rate Non-Cumulative Preferred Stock, Series A, and 6.50% Non-Cumulative Preferred Stock, Series B. Common Stock Dividends Information on the declaration, record and payment dates, as well as per share and aggregate dividend amounts, for MetLife, Inc.'s common stock was as follows for the six months ended June 30, 2014 and 2013: Common Stock Dividend Declaration Date Record Date Payment Date Per Share Aggregate (In millions, except per share data) April 22, 2014 May 9, 2014 June 13, 2014 $ 0.350 $ 395 January 6, 2014 February 6, 2014 March 13, 2014 $ 0.275 311



$ 706

April 23, 2013 May 9, 2013 June 13, 2013 $ 0.275 $ 302 January 4, 2013 February 6, 2013 March 13, 2013 $ 0.185 203 $ 505 The declaration and payment of common stock dividends is subject to the discretion of MetLife, Inc.'s Board of Directors, and will depend on MetLife, Inc.'s financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends to MetLife, Inc. by its insurance subsidiaries and other factors deemed relevant by the Board. On July 7, 2014, MetLife, Inc.'s Board of Directors declared a third quarter 2014 common stock dividend of $0.35 per share payable on September 12, 2014 to shareholders of record as of August 8, 2014. The Company estimates the aggregate dividend payment to be $396 million. Dividend Restrictions The payment of dividends and other distributions by MetLife, Inc. to its security holders may be subject to regulation by the Federal Reserve Board, if, in the future, MetLife, Inc. is designated as a non-bank SIFI. See "- Industry Trends - Regulatory Developments - U.S. Regulatory Developments - Enhanced Prudential Standards for Non-Bank SIFIs," as well as "Business - U.S. Regulation - Potential Regulation as a Non-Bank SIFI" included in the 2013 Annual Report. In addition, if additional capital requirements are imposed on MetLife, Inc. as a G-SII, its ability to pay dividends could be reduced by any such additional capital requirements that might be imposed. See "- Industry Trends - Regulatory Developments - International Regulatory Developments - Global Systemically Important Insurers." The payment of dividends is also subject to restrictions under the terms of our preferred stock and junior subordinated debentures in situations where we may be experiencing financial stress. See "Risk Factors - Capital-Related Risks - Regulatory Restrictions and Uncertainty and Restrictions Under the Terms of Certain of Our Securities May Prevent Us from Repurchasing Our Stock and Paying Dividends at the Level We Wish" included in MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and Note 16 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. Debt Repayments In June 2014, MetLife, Inc. repaid at maturity its $350 million 5.50% senior notes. 169



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

Table of Contents

In May 2014, MetLife, Inc. redeemed $200 million aggregate principal amount of its 5.875% senior notes due in November 2033 at par. In February 2014, MetLife, Inc. repaid at maturity its $1.0 billion 2.375% senior notes. Debt and Facility Covenants Certain of our debt instruments, committed facilities and our credit facility contain various administrative, reporting, legal and financial covenants. We believe we were in compliance with all such covenants at June 30, 2014. Debt Repurchases We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Any such repurchases or exchanges will be dependent upon several factors, including our liquidity requirements, contractual restrictions, general market conditions, and applicable regulatory, legal and accounting factors. Whether or not to repurchase any debt and the size and timing of any such repurchases is determined at our discretion. Support Agreements MetLife, Inc. and several of its subsidiaries (each, an "Obligor") are parties to various capital support commitments, guarantees and contingent reinsurance agreements with certain subsidiaries of MetLife, Inc. Under these arrangements, each Obligor, with respect to the applicable entity, has agreed to cause such entity to meet specified capital and surplus levels, has guaranteed certain contractual obligations or has agreed to provide, upon the occurrence of certain contingencies, reinsurance for such entity's insurance liabilities. We anticipate that in the event that these arrangements place demands upon us, there will be sufficient liquidity and capital to enable us to meet anticipated demands. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - MetLife, Inc. - Liquidity and Capital Uses - Support Agreements" included in the 2013 Annual Report. Insurance Liabilities Liabilities arising from our insurance activities primarily relate to benefit payments under various life insurance, property & casualty, annuity and group pension products, as well as payments for policy surrenders, withdrawals and loans. For annuity or deposit type products, surrender or lapse product behavior differs somewhat by segment. In the Retail segment, which includes individual annuities, lapses and surrenders tend to occur in the normal course of business. During the six months ended June 30, 2014 and 2013, general account surrenders and withdrawals from annuity products were $2.1 billion and $2.0 billion, respectively. In the Corporate Benefit Funding segment, which includes pension closeouts, bank-owned life insurance and other fixed annuity contracts, as well as funding agreements and other capital market products, most of the products offered have fixed maturities or fairly predictable surrenders or withdrawals. With regard to the Corporate Benefit Funding segment liabilities that provide customers with limited rights to accelerate payments, there were $2.2 billion at June 30, 2014 of funding agreements and other capital market products that could be put back to the Company after a period of notice. Of these liabilities, $135 million were subject to a notice period of 90 days. The remaining liabilities are subject to a notice period of five months or greater. Pledged Collateral We pledge collateral to, and have collateral pledged to us by, counterparties in connection with our derivatives. At June 30, 2014 and December 31, 2013, we were obligated to return cash collateral under our control of $2.1 billion and $2.0 billion, respectively. At June 30, 2014 and December 31, 2013, we had pledged cash collateral of $4 million and $3 million, respectively, for OTC bilateral derivative contracts between two counterparties ("OTC-bilateral") in a net liability position. With respect to OTC-bilateral derivatives in a net liability position that have credit contingent provisions, a one-notch downgrade in the Company's credit rating would require $32 million of additional collateral be provided to our counterparties as of June 30, 2014. See Note 7 of the Notes to the Interim Condensed Consolidated Financial Statements for additional information about collateral pledged to us, collateral we pledge and derivatives subject to credit contingent provisions. In addition, we have pledged collateral and have had collateral pledged to us, and may be required from time to time to pledge additional collateral or be entitled to have additional collateral pledged to us, in connection with collateral financing arrangements related to the reinsurance of closed block liabilities and universal life secondary guarantee liabilities. 170



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

Table of Contents

Securities Lending We participate in a securities lending program whereby securities are loaned to third parties, primarily brokerage firms and commercial banks. We obtain collateral, usually cash, from the borrower, which must be returned to the borrower when the loaned securities are returned to us. Under our securities lending program, we were liable for cash collateral under our control of $30.9 billion and $28.3 billion at June 30, 2014 and December 31, 2013, respectively. Of these amounts, $7.1 billion and $6.0 billion at June 30, 2014 and December 31, 2013, respectively, were on open, meaning that the related loaned security could be returned to us on the next business day requiring the immediate return of cash collateral we hold. The estimated fair value of the securities on loan related to the cash collateral on open at June 30, 2014 was $7.0 billion, of which $6.6 billion were U.S. Treasury and agency securities which, if put to us, could be immediately sold to satisfy the cash requirements to immediately return the cash collateral. See "- Investments - Securities Lending" for further information. Litigation Putative or certified class action litigation and other litigation, and claims and assessments against us, in addition to those discussed elsewhere herein and those otherwise provided for in the consolidated financial statements, have arisen in the course of our business, including, but not limited to, in connection with our activities as an insurer, employer, investor, investment advisor, taxpayer and, formerly, a mortgage lending bank. Further, state insurance regulatory authorities and other federal and state authorities regularly make inquiries and conduct investigations concerning our compliance with applicable insurance and other laws and regulations. See Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements. We establish liabilities for litigation and regulatory loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For material matters where a loss is believed to be reasonably possible but not probable, no accrual is made but we disclose the nature of the contingency and an aggregate estimate of the reasonably possible range of loss in excess of amounts accrued, when such an estimate can be made. It is not possible to predict or determine the ultimate outcome of all pending investigations and legal proceedings. 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 our financial position, based on information currently known by us, in our opinion, the outcome 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 our consolidated net income or cash flows in particular quarterly or annual periods. Acquisitions During the six months ended June 30, 2014 and 2013, there were $249 million and $0 cash outflows for acquisitions, respectively. Contractual Obligations See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - The Company - Contractual Obligations" included in the 2013 Annual Report for additional information on the Company's contractual obligations. 171



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

Table of Contents

MetLife, Inc. Liquidity Management and Capital Management Liquidity and capital are managed to preserve stable, reliable and cost-effective sources of cash to meet all current and future financial obligations and are 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 credit and committed facilities. 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 MetLife, Inc.'s liquidity. MetLife, Inc. 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 MetLife, Inc.'s liquidity and capital management. Decisions to access these markets are based upon relative costs, prospective views of balance sheet growth and a targeted liquidity profile and capital structure. A disruption in the financial markets could limit MetLife, Inc.'s access to liquidity. MetLife, Inc.'s ability to maintain regular access to competitively priced wholesale funds is fostered by its current credit ratings from the major credit rating agencies. We view our capital ratios, credit quality, stable and diverse earnings streams, diversity of liquidity sources and our liquidity monitoring procedures as critical to retaining such credit ratings. Liquid Assets At June 30, 2014 and December 31, 2013, MetLife, Inc. and other MetLife holding companies had $5.5 billion and $5.9 billion, respectively, in liquid assets. Of these amounts, $5.2 billion and $5.5 billion were held by MetLife, Inc. and $275 million and $453 million were held by other MetLife holding companies, at June 30, 2014 and December 31, 2013, respectively. Liquid assets include cash and cash equivalents, short-term investments and publicly-traded securities, excluding: (i) amounts related to cash collateral received from counterparties in connection with derivatives; (ii) investments held in trust in support of collateral financing arrangements; and (iii) investments pledged in support of derivatives. Liquid assets held in non-U.S. holding companies are generated in part through dividends from non-U.S. insurance operations determined to be available after application of local insurance regulatory requirements, as discussed in "- MetLife, Inc. - Liquidity and Capital Sources - Dividends from Subsidiaries." The cumulative earnings of certain active non-U.S. operations have been reinvested indefinitely in such non-U.S. operations, as described in Note 19 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. Under current tax laws, should we repatriate such earnings, we may be subject to additional U.S. income taxes and foreign withholding taxes. Liquidity For a summary of MetLife, Inc.'s liquidity, see "- The Company - Liquidity." Capital Potential Restrictions and Limitations on Non-Bank SIFI and Global Systemically Important Insurers MetLife Bank has terminated its Federal Deposit Insurance Corporation insurance and MetLife, Inc. de-registered as a bank holding company. As a result, MetLife, Inc. is no longer subject to enhanced supervision and prudential standards as a bank holding company with assets of $50 billion or more. However, if, in the future, MetLife, Inc. is designated by the FSOC as a non-bank SIFI, it could once again be subject to regulation by the Federal Reserve Board and enhanced supervision and prudential standards. In addition, if MetLife, Inc. is designated as a non-bank SIFI or if additional capital requirements are imposed on MetLife, Inc. as a G-SII, its ability to pay dividends, repurchase common stock or other securities or engage in other transactions that could affect its capital or need for capital could be reduced by any such additional capital requirements that might be imposed. See "- Industry Trends - Regulatory Developments - U.S. Regulatory Developments - Enhanced Prudential Standards for Non-Bank SIFIs" and "- Industry Trends - Regulatory Developments - International Regulatory Developments - Global Systemically Important Insurers," as well as "Business - U.S. Regulation - Potential Regulation as a Non-Bank SIFI" included in the 2013 Annual Report. See "- The Company - Liquidity and Capital Uses - Common Stock Repurchases" for information regarding the resumption of our common stock repurchase program. 172



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

Table of Contents

Liquidity and Capital Sources In addition to the description of liquidity and capital sources in "- The Company - Summary of Primary Sources and Uses of Liquidity and Capital" the following additional information is provided regarding MetLife, Inc.'s primary sources of liquidity and capital: Dividends from Subsidiaries MetLife, Inc. relies, in part, on dividends from its subsidiaries to meet its cash requirements. MetLife, Inc.'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 generally based on the surplus to policyholders at the end of the immediately preceding calendar 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 we conduct 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 tax, required investment liabilities, statutory reserve calculation assumptions, goodwill and surplus notes. The table below sets forth the dividends permitted to be paid in 2014 by the respective insurance subsidiary without insurance regulatory approval and the respective dividends paid during the six months ended June 30, 2014: 2014 Permitted w/o Company Paid Approval (1) (In millions) Metropolitan Life Insurance Company $ 558 $



1,163

American Life Insurance Company $ - $



-

MetLife Insurance Company of Connecticut (2) $ - $



1,013

Metropolitan Property and Casualty Insurance Company $ - $ 218 Metropolitan Tower Life Insurance Company

$ - $



73

MetLife Investors Insurance Company $ - $



120

Delaware American Life Insurance Company $ - $



16

__________________

(1) Reflects dividend amounts that may be paid during 2014 without prior

regulatory approval. However, because dividend tests may be based on

dividends previously paid over rolling 12-month periods, if paid before a

specified date during 2014, some or all of such dividends may require regulatory approval.



(2) We do not expect MICC to pay any dividends during 2014. See "- Liquidity and

Capital Uses - Affiliated Capital Transactions" for information regarding

MICC's expected redemption and retirement of its common stock held by MetLife Investors Group, LLC ("MLIG") and MLIG's expected dividend to MetLife, Inc. in connection with the Mergers. The dividend capacity of our non-U.S. operations is subject to similar restrictions established by the local regulators. The non-U.S. regulatory regimes also commonly limit the dividend payments to the parent to a portion of the prior year's statutory income, as determined by the local accounting principles. The regulators of our non-U.S. operations, including Japan'sFinancial Services Agency, may also limit or not permit profit repatriations or other transfers of funds to the U.S. if such transfers are deemed to be detrimental to the solvency or financial strength of the non-U.S. operations, or for other reasons. Most of the non-U.S. subsidiaries are second tier subsidiaries which are owned by various non-U.S. holding companies. The capital and rating considerations applicable to the first tier subsidiaries may also impact the dividend flow into MetLife, Inc. In 2013, MetLife, Inc. announced its plans for the Mergers. As a result, the aggregate amount of dividends permitted to be paid without insurance regulatory approval may be impacted. See "- Executive Summary" for further information on the Mergers. We actively manage target and excess capital levels and dividend flows on a proactive basis and forecast local capital positions as part of the financial planning cycle. The dividend capacity of certain U.S. and non-U.S. subsidiaries is also subject to business targets in excess of the minimum capital necessary to maintain the desired rating or level of financial strength in the relevant market. We cannot provide assurance that MetLife, Inc.'s subsidiaries will have statutory earnings to support payment of dividends to MetLife, Inc. in an amount sufficient to fund its cash requirements and pay cash dividends, and that the applicable regulators will not disapprove any dividends that such subsidiaries must submit for approval. See "Risk Factors - Capital-Related Risks - As a Holding Company, MetLife, Inc. Depends on the Ability of Its Subsidiaries to Transfer Funds to It to Meet Its Obligations and Pay Dividends" and Note 16 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report. 173



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

Table of Contents

Short-term Debt MetLife, Inc. maintains a commercial paper program, the proceeds of which can be used to finance the general liquidity needs of MetLife, Inc. and its subsidiaries. MetLife, Inc. had no short-term debt outstanding at both June 30, 2014 and December 31, 2013. Credit and Committed Facilities At June 30, 2014, MetLife, Inc., along with MetLife Funding, maintained a $4.0 billion unsecured credit facility, the proceeds of which are available for general corporate purposes (including, in the case of loans, to back up commercial paper and, in the case of letters of credit, to support variable annuity policy and reinsurance reserve requirements). At June 30, 2014, MetLife, Inc. had outstanding $270 million in letters of credit and no drawdowns against this facility. Remaining availability was $3.7 billion at June 30, 2014. In addition, MetLife, Inc. is a party to committed facilities of certain of its subsidiaries, which aggregated $12.1 billion at June 30, 2014. The committed facilities are used as collateral for certain of the Company's affiliated reinsurance liabilities. See "- The Company - Liquidity and Capital Sources - Global Funding Sources - Credit and Committed Facilities," as well as Note 12 of the Notes to the Consolidated Financial Statements included in the 2013 Annual Report for further information regarding these facilities. Long-term Debt Outstanding The following table summarizes the outstanding long-term debt of MetLife, Inc. at: June 30, 2014 December 31, 2013 (In millions) Long-term debt - unaffiliated $ 15,429 $ 15,938 Long-term debt - affiliated (1) $ 3,600 $ 3,600 Collateral financing arrangements $ 2,797 $ 2,797 Junior subordinated debt securities $ 1,748 $ 1,748



__________________

(1) In June 2014, a $500 million senior note issued by MetLife, Inc. to MLIC

matured and a new $500 million senior note was issued by MetLife, Inc. to

MLIC. The senior note matures in June 2019 and bears interest at a fixed

rate of 3.54%, payable semi-annually.

Dispositions

During each of the six months ended June 30, 2014 and 2013, MetLife, Inc. did not receive any cash proceeds from dispositions. Liquidity and Capital Uses The primary uses of liquidity of MetLife, Inc. include debt service, cash dividends on common and preferred stock, capital contributions to subsidiaries, common stock repurchases, payment of general operating expenses and acquisitions. Based on our analysis and comparison of our current and future cash inflows from the dividends we receive from subsidiaries that are permitted to be paid without prior insurance regulatory approval, our investment portfolio and other cash flows and anticipated access to the capital markets, we believe there will be sufficient liquidity and capital to enable MetLife, Inc. to make payments on debt, pay cash dividends on its common and preferred stock, contribute capital to its subsidiaries, repurchase its common stock, pay all general operating expenses and meet its cash needs. In addition to the description of liquidity and capital uses in "- The Company - Liquidity and Capital Uses," the following additional information is provided regarding MetLife, Inc.'s primary uses of liquidity and capital: Affiliated Capital Transactions During the six months ended June 30, 2014 and 2013, MetLife, Inc. invested an aggregate of $222 million and $529 million, respectively, in various subsidiaries. MetLife, Inc. lends funds, as necessary, to its subsidiaries and affiliates, some of which are regulated, to meet their capital requirements. MetLife, Inc. had loans to subsidiaries outstanding of $2.2 billion and $2.3 billion at June 30, 2014 and December 31, 2013, respectively. 174



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

Table of Contents

In anticipation of the Mergers, in the third quarter of 2014 we expect that MICC will pay MLIG $1.4 billion to redeem and retire MICC's common stock owned by MLIG, after which all of the outstanding common stock of MICC will be held by MetLife, Inc. Following the redemption, in the third quarter of 2014 we expect that MLIG will dividend the $1.4 billion to MetLife, Inc., and we expect that MetLife, Inc. will make a capital contribution to MICC of approximately $230 million. In June 2014, MetLife Ireland Treasury Limited made a payment of the Chilean peso equivalent of $69 million on a loan issued by MetLife, Inc. which bears interest at a fixed rate of 8.5%. At June 30, 2014, the remaining balance on the loan was $1.1 billion. In February 2014, MetLife, Inc. issued a $150 million short-term note to American Life which was repaid in June 2014. The short-term note bore interest at six-month LIBOR + 0.875%. Debt and Facility Covenants Certain of MetLife, Inc.'s debt instruments, committed facilities and our credit facility contain various administrative, reporting, legal and financial covenants. MetLife, Inc. believes it was in compliance with all such covenants at June 30, 2014. Support Agreements MetLife, Inc. is party to various capital support commitments and guarantees with certain of its subsidiaries. Under these arrangements, MetLife, Inc. has agreed to cause each such entity to meet specified capital and surplus levels or has guaranteed certain contractual obligations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - MetLife, Inc. - Liquidity and Capital Uses - Support Agreements" included in the 2013 Annual Report. Acquisitions During each of the six months ended June 30, 2014 and 2013, there were no cash outflows from MetLife, Inc. for acquisitions. Adoption of New Accounting Pronouncements See Note 1 of the Notes to the Interim Condensed Consolidated Financial Statements. Future Adoption of New Accounting Pronouncements See Note 1 of the Notes to the Interim Condensed Consolidated Financial Statements. Non-GAAP and Other Financial Disclosures 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 and are referred to as divested businesses. Operating revenues also excludes net investment gains (losses) and net derivative gains (losses). Operating expenses also excludes goodwill impairments. 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 net investment gains (losses)

and net derivative gains (losses) and certain variable annuity 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 or that are used to replicate certain 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 VIEs consolidated under GAAP; and



Other revenues are adjusted for settlements of foreign currency earnings

hedges. 175



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

Table of Contents

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 net investment gains (losses) and net derivative gains (losses), (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 and other pass through adjustments

("Inflation and Pass Through Adjustments") (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 PABs 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 DAC and VOBA excludes amounts related to: (i) net

investment gains (losses) and net derivative gains (losses), (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 earnings also excludes the recognition of certain contingent assets and liabilities that could not be recognized at acquisition or adjusted for during the measurement period under GAAP business combination accounting guidance. In addition, operating return on common equity is defined as operating earnings available to common shareholders, divided by average GAAP common equity. We believe the presentation of operating earnings and operating earnings available to common shareholders as we measure it for management purposes enhances the understanding of our performance by highlighting the results of operations and the underlying profitability drivers of our business. Operating revenues, operating expenses, operating earnings, operating earnings available to common shareholders, operating return on MetLife, Inc.'s common equity and operating return on MetLife, Inc.'s common equity, excluding AOCI, should not be viewed as substitutes for the following financial measures calculated in accordance with GAAP: GAAP revenues, GAAP expenses, income (loss) from continuing operations, net of income tax, net income (loss) available to MetLife, Inc.'s common shareholders, return on MetLife, Inc.'s common equity and return on MetLife, Inc.'s common equity, excluding AOCI, respectively. Reconciliations of these measures to the most directly comparable GAAP measures are included in "- Results of Operations." In this discussion, 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. Additionally, the impact of changes in our foreign currency exchange rates is calculated using the average foreign currency exchange rates for the current year and is applied to each of the comparable years. Further, asymmetrical GAAP accounting treatment for insurance contracts refers to Inflation and Pass Through Adjustments as noted above within the definition of operating expenses. In this discussion, we also provide forward-looking guidance on an operating, or non-GAAP, basis. A reconciliation of these 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 outside the range and from period to period and may have a significant impact on GAAP net income. Subsequent Event See Note 15 of the Notes to the Interim Condensed Consolidated Financial Statements. 176



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

Table of Contents


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters