April 1, 2016
MetLife Insurance Company USA
Form S-3 Registration Statement
Under the Securities Act of 1933
File No. 333-209162
Memorandum Responding to Commission Staff Oral Comments
Dated March 18, 2016
Pursuant to Commission Release No. 33-5231, March 2, 1972
Set out below are responses to oral comments received from Sonny Oh of the Securities and Exchange Commission (“Commission”) staff on March 18, 2016 relating to the registration statement (the “Registration Statement”) on Form S-3 under the Securities Act of 1933, as amended, filed with the Commission by MetLife Insurance Company USA (“Registrant”) on January 29, 2016 for Registered Fixed Account Option.
| 1. | Staff Comment |
Please confirm that the reference in the Registration Statement to Commission Rule 429 in the facing sheet is proper.
Response:Comment complied with. Registrant confirms that the reference to Commission Rule 429 on the facing sheet of the Registration Statement is proper.
| 2. | Staff Comment |
Please disclose the interest spread and/or any applicable minimums and maximums for the interest rate charged on loans and collateral.
Response: Comment complied with. Registrant has inserted the following under “Section 403(3) Collateralized Loans”:
“Current levels of interest rates depend on a number of factors and are not capped under Your Contract.”
| 3. | Staff Comment |
Note that the years listed in the first paragraphs under the “Information Incorporated by Reference” and “Independent Registered Public Accounting Firm” sections need to be updated.
Response: Comment complied with. Registrant has restated and updated the referenced paragraphs in the supplement.
| 4. | a.Staff Comment |
Please be sure to provide the exhibit number when incorporating by reference in the “Exhibits” section.
Response: Comment complied with. The exhibit numbers have been added.
b.Staff Comment
Please review and revise if necessary Exhibits 4 through 4(g). It is not clear how all of the exhibits identified relate to Exhibit 4 based on Item 601 of Regulation S-K.
Response: Comment complied with. Exhibits 4 through 4(g) all are either initial contracts, or endorsements, or riders to contracts, with contract owners and, as such, fall within the types of instruments required by Item 4 of the Exhibit Table which forms a part of Item 601 of Regulation S-K.
| 5. | Staff Comment |
Please provide “Tandy” representations required for the filing.
Response: Registrant will file via EDGAR as standard “Tandy” letter along with the pre-effective amendment to its Registration Statement.
