For purposes of this discussion, "MetLife" or the "Company" refers to MetLife, Inc., a Delaware corporation incorporated in 1999 (the "Holding Company"), and its subsidiaries, including Metropolitan Life Insurance Company ("MLIC"). 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, 2008, as amended on Form 8-K on June 12, 2009, ("2008 Annual Report") filed with the U.S. Securities and Exchange Commission ("SEC"), the forward-looking statement information included below, the "Risk Factors" set forth in Part II, Item 1A and the additional risk factors referred to therein, 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 in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining MetLife's actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in MetLife, Inc.'s filings with the SEC. These factors include: (i) difficult and adverse conditions in the global and domestic capital and credit markets; (ii) continued volatility and further deterioration of the capital and credit markets, which may affect the Company's ability to seek financing or access its credit facilities; (iii) uncertainty about the effectiveness of the U.S. government's plan to stabilize the financial system by injecting capital into financial institutions, purchasing large amounts of illiquid, mortgage-backed and other securities from financial institutions, or otherwise; (iv) the impairment of other financial institutions;
(v) potential liquidity and other risks resulting from MetLife's participation in a securities lending program and other transactions; (vi) exposure to financial and capital market risk; (vii) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect the Company's ability to raise capital, generate fee income and market-related revenue and finance statutory reserve requirements and may require the Company to pledge collateral or make payments related to declines in value of specified assets; (viii) defaults on the Company's mortgage and consumer loans; (ix) investment losses and defaults, and changes to investment valuations; (x) impairments of goodwill and realized losses or market value impairments to illiquid assets; (xi) unanticipated changes in industry trends;
(xii) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xiii) discrepancies between actual claims experience and assumptions used in setting prices for the Company's products and establishing the liabilities for the Company's obligations for future policy benefits and claims; (xiv) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xv) ineffectiveness of risk management policies and procedures, including with respect to guaranteed benefit riders (which may be affected by fair value adjustments arising from changes in our own credit spread) on certain of the Company's variable annuity products;
(xvi) increased expenses relating to pension and post-retirement benefit plans,
(xvii) catastrophe losses; (xviii) changes in assumptions related to deferred policy acquisition costs ("DAC"), value of business acquired ("VOBA") or goodwill; (xix) downgrades in MetLife, Inc.'s and its affiliates' claims paying ability, financial strength or credit ratings; (xx) economic, political, currency and other risks relating to the Company's international operations;
(xxi) availability and effectiveness of reinsurance or indemnification arrangements; (xxii) regulatory,

legislative or tax changes that may affect the cost of, or demand for, the Company's products or services; (xxiii) changes in accounting standards, practices and/or policies; (xxiv) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xxv) deterioration in the experience of the "closed block'' established in connection with the reorganization of MLIC; (xxvi) the effects of business disruption or economic contraction due to terrorism, other hostilities, or natural catastrophes;
(xxvii) MetLife's ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; (xxviii) MetLife, Inc.'s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; and (xxix) other risks and uncertainties described from time to time in MetLife, Inc.'s filings with the SEC.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in reports to the SEC.

Executive Summary

MetLife is a leading provider of insurance, employee benefits and financial services with operations throughout the United States and the Latin America, Europe, and Asia Pacific regions. Through its subsidiaries and affiliates, MetLife offers life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance and retirement & savings products and services to corporations and other institutions. MetLife is currently organized into four operating segments:
Institutional, Individual, Auto & Home and International, as well as Corporate & Other.

                                                         Three Months                          Six Months
                                                            Ended                                 Ended
                                                           June 30,                             June 30,
                                                 2009        2008       Change        2009        2008        Change
                                                                (In millions, except per share data)

Net income (loss) available to MetLife,
Inc.'s common shareholders                     $ (1,433 )   $  915     $ (2,348 )   $ (2,007 )   $ 1,530     $ (3,537 )
Net income (loss) available to MetLife,
Inc.'s common shareholders per diluted
common share                                   $  (1.74 )   $ 1.26     $  (3.00 )   $  (2.46 )   $  2.10     $  (4.56 )

Three Months Ended June 30, 2009 compared with the Three Months Ended June 30, 2008

The continued volatility in the financial markets during the second quarter half of 2009 weighed heavily on the Company's results and drove the $1.4 billion net loss for the three months ended June 30, 2009, compared to net income of $0.9 billion in the same period of 2008. This net loss reflects $2.5 billion in net investment losses, compared to $0.2 billion of net investment losses in the second quarter of 2008, and a 14% decline in net investment income to $2.4 billion, all net of income tax.

Premiums, fees and other revenues of $8.4 billion increased by 4% primarily due to higher sales in the Institutional segment and the impact of MetLife Bank, National Association ("MetLife Bank") acquisitions in 2008, partially offset by the impact of currency changes on the international businesses. Total revenues of $8.3 billion, a decrease of $3.8 billion from 2008, reflected the negative investment results. A 6% increase in policyholder benefits and claims to $6.9 billion was offset by a decrease in other expenses. Management continues to achieve cost reductions under its enterprise-wide cost reduction and revenue enhancement initiative, although these were offset by higher pension and post-retirement benefit costs in the second quarter of 2009. Total expenses were $10.6 billion in the second quarter of 2009, a decrease of 2% from 2008.

The adverse change in net investment losses of $2.3 billion, net of income tax, was primarily due to an increase in losses of $2.1 billion, net of income tax, on freestanding derivatives including interest rate swaps, options and futures, as well as equity futures and options. These instruments were impacted by rising interest rates and improving equity markets, respectively. The narrowing of MetLife's own credit spread also contributed an increased loss on embedded derivatives of $0.9 billion, net of income tax. Additional losses of $0.4 billion, net

of income tax, were incurred across other asset classes including other limited partnership interests, fixed maturity and equity securities, mortgage and consumer loans, as well as real estate and real estate joint ventures. These losses were attributable primarily to an increase in impairments across several industry sectors and in valuation allowances, both driven by difficult underlying operating environments, capital market factors, and weakening of economic fundamentals. These decreases were partially offset by gains on embedded derivatives of $1.2 billion, net of income tax, principally associated with variable annuity riders. The gains were due to the positive impact of interest rate and equity market movements.

The decline in net investment income impacted Company results by $0.4 billion, net of income tax. Management attributes this decline primarily to a decrease in yields, slightly offset by growth in average invested assets. The decrease in net investment income attributable to lower yields was primarily due to lower returns on real estate joint ventures, international joint ventures, cash, cash equivalents and short-term investments, fixed maturity securities and mortgage loans, partially offset by increased returns on trading securities. The increase in average invested assets on the cost basis of less than $0.1 billion occurred primarily within mortgage loans, cash, cash equivalents, short-term investments and fixed maturity securities excluding securities lending.

These decreases were offset by an improvement of $0.4 billion, net of income tax, in other expenses, primarily due to a decrease in the Individual segment due to lower DAC amortization driven by net derivative losses and separate account balance increases, which increase expected future gross profits, as a result of market improvement. The decrease was also driven by higher DAC capitalization resulting primarily from increases in annuity deposits. The impact of foreign currency exchange rates further lowered expenses in the International segment. These decreases were substantially offset by the impact of higher MetLife Bank costs for compensation, rent, and mortgage loan origination and servicing expenses primarily related to acquisitions in 2008, higher post employment related costs in the current period associated with the implementation of an enterprise-wide cost reduction and revenue enhancement initiative, higher pension and post-retirement benefits and commission expenses, and higher deferred compensation expenses.

Increases in premiums, fees and other revenues of $0.2 billion, net of income tax, were attributable to MetLife Bank loan origination and servicing fees from acquisitions in 2008 and income from counterparties on collateral pledged in 2008, offset by the impact of changes in foreign currency exchange rates in the International segment. The increase in premiums, fees and other revenues was almost entirely offset by an increase in policyholder benefits and claims due to business growth in the Institutional segment and by the impact of equity markets improvements on hedge losses net of lower guaranteed annuity benefit costs in the Individual segment. These increases in policyholder benefits and claims were offset by the impact of changes in foreign currency exchange rates in the International segment.

An increase in interest credited to policyholder account balances of less than $0.1 billion, net of income tax, resulted from higher average general account balances and higher crediting rates within the Individual segment. This was offset by a decline in crediting rates in the Institutional segment, which was largely due to the impact of lower short-term interest rates in the current period, offset by an increase solely from growth in the average policyholder account balance.

The remainder of the change in net income (loss) available to MetLife, Inc.'s common shareholders is principally attributable to changes in the effective tax rate due to the impact of tax preference items and the ratio of permanent differences to income from continuing operations before provision for income tax as well as the impact of valuation allowances associated with our international operations.

Six Months Ended June 30, 2009 compared with the Six Months Ended June 30, 2008

The continued volatility in the financial markets during the first half of 2009 weighed heavily on the Company's results and drove the $2.0 billion net loss for the six months ended June 30, 2009, compared to net income of $1.5 billion in the same period of 2008. This net loss reflects $3.1 billion in net investment losses, compared to $0.7 billion of net investment losses in the first six months of 2008, and a 19% decline in net investment income to $4.5 billion, all net of income tax.

Premiums, fees and other revenues of $16.2 billion were relatively unchanged, as sales activity remained solid despite the recessionary environment and growth in international businesses was offset by currency changes. Total revenues of $18.5 billion, a decrease of $5.2 billion from 2008, reflected the negative investment results. A 3% increase in policyholder benefits and claims to $13.5 billion was offset by lower interest and dividends paid to policyholders, reflecting lower investment yields, and a decrease in other expenses. Management continues to achieve cost reductions under its enterprise-wide cost reduction and revenue enhancement initiative, although these were offset by higher pension and post-retirement benefit costs in 2009. Total expenses were $21.8 billion in 2009, an increase of less than 1% from 2008.

The adverse change in net investment losses of $2.4 billion, net of income tax, was primarily due to an increase in losses of $2.8 billion, net of income tax, on freestanding derivatives including interest rate swaps, floors, options and futures, as well as equity futures and options. These instruments were impacted by rising interest rates and improving equity markets, respectively. The narrowing of MetLife's own credit spread in the current period also contributed an increased loss on embedded derivatives of $0.6 billion, net of income tax. Additional losses of $0.9 billion, net of income tax, were incurred across other asset classes including fixed maturity and equity securities, other limited partnership interests, mortgage and consumer loans, as well as real estate and real estate joint ventures. These losses were attributable primarily to an increase in impairments across several industries and in valuation allowances, both driven by difficult underlying operating environments, market volatility, and weakening of economic fundamentals. These decreases were partially offset by gains on embedded derivatives of $2.0 billion, net of income tax, principally associated with variable annuity riders. The gains were due to the positive impact of interest rate, foreign currency and equity market movements. Losses were also mitigated by the impact of sales of fixed maturity securities and by foreign currency transaction gains.

The decline in net investment income impacted Company results by $1.1 billion, net of income tax. Management attributes $1.2 billion, net of income tax, of this change to a decrease in yields, partially offset by an increase of $0.1 billion, net of income tax, attributable to growth in average invested assets. The decrease in net investment income attributable to lower yields was primarily due to lower returns on real estate joint ventures, fixed maturity securities, cash equivalents and short-term investments, other limited partnership interests and mortgage loans, partially offset by increased returns on trading securities. The increase in average invested assets on the cost basis occurred primarily within mortgage loans, cash, cash equivalents, short-term investments and fixed maturity securities excluding securities lending.

These decreases were offset by an improvement of $0.1 billion, net of income tax, in other expenses, primarily due to a decrease in the Individual segment due to lower DAC amortization driven by net investment losses and due to higher DAC capitalization resulting primarily from increases in annuity deposits. The impact of foreign currency exchange rates further lowered expenses in the International segment. These decreases were substantially offset by the impact of higher MetLife Bank costs for compensation, rent, and mortgage loan origination and servicing expenses primarily related to acquisitions in 2008, higher post employment related costs in the current period associated with the implementation of an enterprise-wide cost reduction and revenue enhancement initiative, higher pension and post-retirement benefits and commission expenses, and higher deferred compensation expenses.

Increases in premiums, fees and other revenues of $0.1 billion, net of income tax, were attributable to MetLife Bank loan origination and servicing fees from acquisitions in 2008 and income from counterparties on collateral pledged in 2008, offset by the impact of changes in foreign currency exchange rates in the International segment. The increase in premiums, fees and other revenues was more than offset by an increase in policyholder benefits and claims of $0.2 billion, net of income tax, due to business growth in the Institutional segment and by the impact of weaker equity markets on hedge losses and guaranteed annuity benefit costs in the Individual segment. These increases in policyholder benefits and claims were also largely offset by the impact of changes in foreign currency exchange rates in the International segment.

A decrease in interest credited to policyholder account balances of less than $0.1 billion, net of income tax, resulted from the decline in average crediting rates, which was largely due to the impact of lower short-term interest rates in the current period, offset by an increase solely from growth in the average policyholder account balance all of which occurred within the Institutional segment. Partially offsetting this decrease, interest credited increased within the Individual segment due to higher average general account balances and marginally higher crediting rates.

The remainder of the change in net income (loss) available to MetLife, Inc.'s common shareholders is principally attributable to changes in the effective tax rate due to the impact of tax preference items and the ratio of permanent differences to income from continuing operations before provision for income tax as well as the impact of valuation allowances associated with our international operations.

Consolidated Company Outlook

The marketplace continues to react and adapt to the economic crisis and the unusual financial market events that began in 2008 and have moderated in the second quarter of 2009. Management expects the volatility in the financial markets to persist throughout the remainder of 2009. As a result, management anticipates a modest increase, on a constant exchange rate basis, in premiums, fees and other revenues in 2009, with mixed results across the various businesses. While the Company continues to gain market share in certain product lines, as management expected, premiums, fees and other revenues have been, and may continue to be, impacted by the U.S. and global recession, which may be reflected in, but is not limited to:

• Lower fee income from separate account businesses, including variable annuity and life products in Individual Business.

• A potential reduction in payroll linked revenue from Institutional group insurance customers.

• A decline in demand for certain International and Institutional retirement & savings products.

• A decrease in Auto & Home premiums resulting from a depressed housing market and auto industry.

With the expectation of the turbulent financial markets continuing in 2009, management believes there will be continued downward pressure on net income, specifically net investment income, resulting from lower returns from other limited partnerships, real estate joint ventures, and securities lending. Management also anticipates that its decision to maintain a slightly higher than normal level of short-term liquidity will adversely impact net investment income in 2009. In addition, the resulting impact of the financial markets and the recession on net investment gains (losses) and unrealized investment gains (losses) can and will vary greatly and therefore, is difficult to predict. Also difficult to determine is the impact of changes in our own credit standing, particularly on our net investment gains and losses, as it varies significantly and this exposure is not hedged.

Certain insurance-related liabilities, specifically those associated with guarantees, are tied to market performance, which in times of depressed investment markets may require management to establish additional liabilities. However, many of the risks associated with these guarantees are hedged. The turbulent financial markets, sustained over a period of time, may also necessitate management to strengthen insurance liabilities that are not associated with guarantees. Management does not anticipate significant changes in the underlying trends that drive underwriting results, with the possible exception of certain trends in the disability business.

Certain expenses may increase due to initiatives such as Operational Excellence. Other charges are also possible as the combination of the downward pressure on net income coupled with the expectations of the financial markets, may necessitate a review of goodwill impairment, specifically within Individual Business. The unusual financial market conditions have caused, and may continue to cause an increase in DAC amortization. As expected, the Company's pension-related expense for 2009 has increased.

In response to the challenges presented by the unusual economic environment, management continues to focus on disciplined underwriting, pricing, hedging strategies, as well as focused expense management.

Acquisitions and Dispositions

Disposition of Texas Life Insurance Company

On March 2, 2009, the Company sold Cova Corporation ("Cova"), the parent company of Texas Life Insurance Company ("Texas Life") to a third party for $134 million in cash consideration, excluding $1 million of transaction costs. The net assets sold were $101 million, resulting in a gain on disposal of $32 million, net of income tax. The Company has also reclassified $4 million, net of income tax, of the 2009 operations of Texas Life into discontinued operations in the consolidated financial statements. As a result, the Company recognized income from discontinued operations of $36 million, net of income tax, during the first quarter of 2009.

Industry Trends

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

Financial and Economic Environment. Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the United States and elsewhere around the world. The stress experienced by global capital markets that began in the second half of 2007 continued and substantially increased through 2008. Beginning in mid- September 2008, the global financial markets experienced unprecedented disruption, adversely affecting the business environment in general, as well as the financial services industry, in particular. This disruption has since moderated, but the financial markets remain fragile and volatile. The U.S. economy entered a recession in January 2008 and most economists believe this recession is approaching its later stages.

Throughout 2008 and continuing in 2009, Congress, the Federal Reserve Bank of New York, the U.S. Treasury and other agencies of the Federal government took a number of increasingly aggressive actions (in addition to continuing a series of interest rate reductions that began in the second half of 2007) intended to provide liquidity to financial institutions and markets, to avert a loss of investor confidence in particular troubled institutions, to prevent or contain the spread of the financial crisis and to spur economic growth. How and to whom these governmental institutions distribute amounts available under the governmental programs could have the effect of supporting some aspects of the financial services industry more than others or provide advantages to some of our competitors. Governments in many of the foreign markets in which MetLife operates have also responded to address market imbalances and have taken meaningful steps intended to restore market confidence. We cannot predict whether the U.S. or foreign governments will establish additional governmental programs or the impact any additional measures or existing programs will have on the financial markets, whether on the levels of volatility currently being experienced, the levels of lending by financial institutions, the prices buyers are willing to pay for financial assets or otherwise. See "Business - Regulation - Governmental Responses to Extraordinary Market Conditions" in the 2008 Annual Report.

The economic crisis and the resulting recession have had and will continue to have an adverse effect on the financial results of companies in the financial . . .