8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 11, 2008

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

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

212-578-2211
(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

ITEM 8.01 OTHER EVENTS.

     On September 11, 2008, MetLife, Inc. (the “Company”) issued a press release announcing the final exchange ratio for its exchange offer related to the split-off of Reinsurance Group of America, Incorporated (“RGA”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     On September 12, 2008, the Company issued a press release announcing the preliminary results of its exchange offer related to the split-off of RGA. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

     In connection with the split-off of RGA, the Company will receive from its stockholders, and record as treasury stock, 23,093,689 shares of the Company’s common stock with a market value of $57.06063 per share and an aggregate market value of $1.3 billion. The Company will deliver to MetLife stockholders 29,243,539 shares of RGA class B common stock (which prior to the recapitalization were RGA common stock) with a book value to MetLife of approximately $1.7 billion at June 30, 2008. Including transaction costs, the Company anticipates a net loss on the disposition of RGA of approximately $0.4 billion to $0.5 billion. The net loss will be finalized upon determination of the final book value of RGA as of September 11, 2008. Additionally, effective with the closing of the exchange offer, the results of RGA will become discontinued operations and the Company’s reinsurance segment will be eliminated. The Company’s Form 10-Q for the period ending September 30, 2008 will reflect the initial presentation of such changes.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

99.1	Press release of MetLife, Inc., dated September 11, 2008, announcing the final exchange ratio for its exchange offer related to the split-off of RGA.
99.2	Press release of MetLife, Inc., dated September 12, 2008, announcing the preliminary results of its exchange offer related to the split-off of RGA.

SIGNATURES

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

METLIFE, INC.
By:	/s/ Gwenn L. Carr
	Name:	Gwenn L. Carr
	Title:	Senior Vice-President and Secretary

Date: September 12, 2008

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
99.1	Press release of MetLife, Inc., dated September 11, 2008, announcing the final exchange ratio for its exchange offer related to the split-off of RGA.
99.2	Press release of MetLife, Inc., dated September 12, 2008, announcing the preliminary results of its exchange offer related to the split-off of RGA.

EX-99.1

Contacts:	For Media:	John Calagna
		(212) 578-6252
	For Investors:	Conor Murphy
		(212) 578-7788

METLIFE ANNOUNCES FINAL EXCHANGE RATIO OF 1.2663
FOR SPLIT-OFF OF REINSURANCE GROUP OF AMERICA, INCORPORATED

NEW YORK, September 11, 2008 – MetLife, Inc. (NYSE: MET) announced today the final exchange ratio in connection with its previously announced offer to its stockholders to exchange all or some of their shares of MetLife common stock for 29,243,539 shares of class B common stock of Reinsurance Group of America, Incorporated (NYSE: RGA.B). The exchange offer is being made in connection with the companies’ June 2, 2008 announcement of MetLife’s intent to split-off substantially all of its 52% interest in RGA.

For each share of MetLife common stock that is validly tendered and delivered pursuant to the exchange offer and accepted by MetLife, MetLife will deliver 1.2663 shares of RGA class B common stock to or at the direction of each tendering holder. The final calculated per-share value of MetLife common stock and RGA common stock used to calculate the exchange ratio for the exchange offer were $57.06063 and $50.06803, respectively.

The exchange offer will expire at the end of today, September 11, 2008, at 12:00 midnight (ET). Because the exchange offer is subject to proration if the offer is oversubscribed, the number of shares that MetLife accepts in the exchange offer may be less than the number of shares tendered.

The terms and conditions of the exchange offer are more fully described in an exchange offer prospectus previously filed by RGA and a Schedule TO, as amended, previously filed by MetLife with the U.S. Securities and Exchange Commission. MetLife stockholders who tender their shares by means of a notice of guaranteed delivery before expiration of the exchange offer must deliver the related shares to the exchange agent, BNY Mellon Shareowner Services, by Tuesday, September 16, 2008.

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Additional Information and Where to Find It

In connection with the exchange offer, RGA has filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4 (No. 333-152828), as amended, that includes an exchange offer prospectus dated August 11, 2008, and MetLife has filed with the SEC a tender offer statement on Schedule TO, as amended, that includes such exchange offer prospectus and related transmittal materials. The exchange offer prospectus and transmittal materials contain important information about the exchange offer and related matters, and were mailed to MetLife’s stockholders. This document is not an offer to sell the securities referenced in the exchange offer prospectus and it is not soliciting an offer to buy the securities referenced in the exchange offer prospectus in any state where the offer is not permitted. Such an offer may be made solely by a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.

Investors and security holders are urged to read the exchange offer prospectus and any other related documents filed with the SEC, when they become available and before making any investment decision. None of MetLife, RGA or any of their respective directors or officers or any dealer manager appointed with respect to the exchange offer makes any recommendation as to whether you should participate in the exchange offer. You will be able to obtain a free copy of the exchange offer prospectus and other related documents filed with the SEC by MetLife and RGA at the SEC’s web site at www.sec.gov. Those documents may also be obtained from D.F. King & Co., Inc., which has been retained by MetLife as the information agent for the exchange offer. To obtain copies of the exchange offer prospectus and related documents, or if you have questions about the terms of the exchange offer or how to participate, you may contact the information agent at (212) 269-5550 (banks and brokers only) (collect) or (800) 825-0898 (toll free).

About MetLife

Celebrating 140 years, MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com.

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EX-99.2

Filed by: MetLife, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under other applicable sections
of the Securities Exchange Act of 1934

Subject Company: MetLife, Inc.
Commission File No.: 333-152828

On September 12, 2008, MetLife, Inc. issued the following press release announcing the preliminary results of the exchange offer for the split-off of Reinsurance Group of America, Incorporated.

Contacts:	For Media:	John Calagna
		(212) 578-6252
	For Investors:	Conor Murphy
		(212) 578-7788

METLIFE ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFER
FOR SPLIT-OFF OF REINSURANCE GROUP OF AMERICA, INCORPORATED

NEW YORK, September 12, 2008 — MetLife, Inc. (NYSE: MET) announced today that, based on preliminary results, the previously announced offer to its stockholders to exchange all or some of their shares of MetLife common stock for 29,243,539 shares of class B common stock of Reinsurance Group of America, Incorporated (NYSE: RGA.B) was oversubscribed. The exchange offer was made in connection with the companies’ June 2, 2008 announcement of MetLife’s intent to split-off substantially all of its 52% interest in RGA. The exchange offer expired at 12:00 midnight (ET) at the end of the day on Thursday, September 11, 2008.

Based on a preliminary count by the exchange agent, BNY Mellon Shareowner Services, 253,284,912 shares of MetLife common stock were tendered for exchange, including 138,949,602 shares that were tendered by notice of guaranteed delivery. Because the exchange offer was oversubscribed, MetLife will accept only a portion of the total number of shares of MetLife common stock that were validly tendered and delivered by MetLife stockholders, on a pro rata basis in proportion to the total number of shares tendered by such stockholder. MetLife will accept for exchange 23,093,689 shares of MetLife common stock in exchange for the 29,243,539 shares of class B common stock of RGA. In accordance with the terms of the exchange offer, MetLife stockholders who owned less than 100 shares of MetLife common stock, or an “odd-lot,” who have validly tendered and delivered all of their MetLife shares will not be subject to proration if they elected for such treatment in the exchange offer.

Based on the preliminary results, if all shares tendered by notice of guaranteed delivery are delivered under the terms of the exchange offer, it is estimated that approximately 8.6% of the tendered MetLife common stock will be accepted for exchange. This estimated preliminary proration factor is subject to change. MetLife expects to announce the final results of the exchange offer, including the final proration factor, on or before Wednesday, September 17, 2008.

Shares of RGA class B common stock (issued in book entry form) and shares of MetLife common stock tendered but not accepted for exchange will be credited to accounts of tendering stockholders promptly after the final results of the exchange offer are announced. In addition,

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checks in lieu of fractional shares of RGA class B common stock will be delivered or mailed promptly after the final results of the exchange offer are announced.

The terms and conditions of the exchange offer are more fully described in an exchange offer prospectus previously filed by RGA and a Schedule TO, as amended, previously filed by MetLife with the U.S. Securities and Exchange Commission. MetLife stockholders who tendered their shares by means of a notice of guaranteed delivery before expiration of the exchange offer must deliver the related shares to the exchange agent by Tuesday, September 16, 2008.

Additional Information and Where to Find It
In connection with the exchange offer (which expired at 12:00 midnight (ET) at the end of September 11, 2008), RGA filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4 (No. 333-152828), as amended, that included an exchange offer prospectus dated August 11, 2008, and MetLife filed with the SEC a tender offer statement on Schedule TO, as amended, that included such exchange offer prospectus and related transmittal materials. The exchange offer prospectus and transmittal materials contain important information about the exchange offer and related matters, and were mailed to MetLife’s stockholders. None of MetLife, RGA or any of their respective directors or officers or any dealer manager appointed with respect to the exchange offer made any recommendation as to whether you should participate in the exchange offer. You may obtain a free copy of the exchange offer prospectus and other related documents filed with the SEC by MetLife and RGA at the SEC’s web site at www.sec.gov. Those documents may also be obtained from D.F. King & Co., Inc., which was retained by MetLife as the information agent for the exchange offer. To obtain copies of the exchange offer prospectus and related documents, or if you have questions about the terms of the exchange offer, you may contact the information agent at (212) 269-5550 (banks and brokers only) (collect) or (800) 825-0898 (toll free).

About MetLife
Celebrating 140 years, MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com.

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