METLIFE INSURANCE COMPANY USA
FIXED ANNUITY
(STRATEGIC VALUE ANNUITY)
The MetLife Insurance Company USA Fixed Annuity is a flexible premium group
deferred Annuity Contract (the "Contract" and/or "Certificates") which provides
a guaranteed fixed rate of return for Your investment. We offer the Contract to
employers for use with retirement Plans and programs that qualify for favorable
federal tax treatment. WHERE PERMITTED BY STATE LAW, WE RESERVE THE RIGHT TO
RESTRICT PURCHASE PAYMENTS INTO THE CONTRACT. If You Surrender Your Contract,
Your Cash Value may be subject to a Market Adjusted Value calculation and
Surrender charges.
This Contract is available to the following Plans: Section 403(b), Section
401(a), Section 401(k), Section 403(a) and Section 457(b).
This prospectus explains:
o the Contract and Certificate;
o MetLife Insurance Company USA -- RISK (SEE PAGE 6);
o the interest rates;
o Surrenders and partial Surrenders;
o Surrender charges;
o Market Adjusted Value;
o death benefit;
o Annuity Payments;
o other aspects of the Contract.
The group Annuity Contracts may be issued to employers on an unallocated or
allocated basis. Under an unallocated Contract, Cash Value records are kept for
a Plan or group as a whole. Under an allocated Contract, Cash Value records are
kept for You as an individual. This Contract is issued by MetLife Insurance
Company USA. The Company is located at 11225 North Community House Road,
Charlotte, NC 28277. The telephone number is 1-800-842-9406. MetLife Investors
Distribution Company, 1095 Avenue of the Americas, New York , NY 10036, is the
principal underwriter and distributor of the Contracts.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK,
AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED MAY 1, 2015
HOME OFFICE -- The principal executive offices of MetLife Insurance Company USA
located at 11225 North Community House Road, Charlotte, NC 28277.
INDIVIDUAL ACCOUNT -- Cash Value credited to a Participant or Beneficiary under
this Contract.
MARKET ADJUSTED VALUE -- The current value as of the date of discontinuance and
also reflects the relationship, at the time of Surrender, between the
then-current Guaranteed Interest Rate for a Guarantee Period and the Guaranteed
Interest Rate that applies to Your Contract.
MATURITY DATE -- The date on which the Annuity Payments are to begin.
PARTICIPANT -- An eligible person who is a member in Your Plan.
PLAN -- The Plan or the arrangement used in a retirement plan or program
whereby the Purchase Payments and any gains are intended to qualify under
Sections 401, 403(b) or 457 of the Code.
PLAN ADMINISTRATOR -- The corporation or other entity so specified on the
application or purchase order. If none is specified, the Plan Trustee is the
Plan Administrator.
PLAN TERMINATION -- Termination of Your Plan, including partial Plan
Termination, as determined by Us.
PLAN TRUSTEE -- The trustee specified in the Contract specifications.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
Generally, We will deduct any applicable Premium Tax from the Cash Value either
upon Surrender, annuitization, death, or at the time a Purchase Payment is
made, but no earlier than when We have the liability under state law.
PURCHASE PAYMENTS -- The premium payments applied to the Contract less any
Premium Taxes if applicable.
QUALIFIED CONTRACT -- A Contract used in a retirement Plan or program that is
intended to qualify under Sections 401(a), 401(k), 403(a), 403(b), or 457(b) of
the Code.
SEPARATION FROM SERVICE -- The termination or permanent severance of a
Participant's employment with the employer for any reason that is a Separation
from Service within the meaning of the Plan. However, termination of a
Participant's employment with the employer as a result of the sale of all or
part of the employer's business (including divisions or subsidiaries of the
employer) will not be considered Separation from Service unless the Participant
actually loses his/her job or is not immediately included in a pension or
profit sharing plan of the successor employer.
SURRENDER -- Funds distributed from the Contract or certificate for retirement,
Separation from Service, loans, hardship withdrawals, death, disability, return
of Excess Plan Contributions, payment of certain Plan expenses as mutually
agreed upon, Contract discontinuance, or transfers to other Plan funding
vehicles. Such Surrender may or may not be subject to Surrender charges and the
Market Adjusted Value calculations.
VALUATION DATE -- A date on which the Contract is valued.
WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in good order at Our Home Office.
YOU, YOUR -- In this prospectus, depending on the context, "You" is the owner
of the Contract or the Participant or Annuitant for whom money is invested
under certain group arrangements. In cases where We are referring to giving
instructions or making payments to Us for qualified Contracts "You" means the
trustee or employer. Under certain group arrangements where the Participant or
Annuitant is permitted to choose among investment options under the Plan, "You"
means the Participant or Annuitant who is giving Us instructions about the
investment options under the Plan. In connection with a Plan Termination, as of
the date of the Contract or cash distribution under such Plan Termination,
"You" means the Participant who has received such Contract or cash
distribution.
YOUR ACCOUNT -- Cash Value attributed to Purchase Payments plus interest
credited to You under this Contract.
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We offer a variety of fixed and variable Annuity contracts. They offer
features, including variable investment options, fees and/or charges that are
different from those described in this prospectus. Upon request, Your agent can
provide You with more information about those Contracts.
WHEN A MARKET ADJUSTED VALUE CALCULATION AND SURRENDER CHARGES APPLY-- GENERAL
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If Your Contract Value is subject to both a Market Adjusted Value calculation
and a Surrender charge, the Market Adjusted Value calculation will be applied
first. A Surrender charge will generally apply if You make a partial or full
surrender of Your Contract. However, a surrender charge will not be applied to
transfers from Your Contract made to Approved Products within Your Plan. If You
make a transfer from Your Contract to Approved Products not issued by Us You
will be subject to Surrender charges. (See "Surrenders.") A Market Adjusted
Value calculation will generally apply to Contract discontinuations. (See
"Contract Discontinuation and Market Adjusted Value.")
THE INSURANCE COMPANY -- RISK
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MetLife Insurance Company USA is a stock life insurance company originally
chartered in Connecticut in 1863 and currently subject to the laws of the State
of Delaware. The Company was previously known as MetLife Insurance Company of
Connecticut but changed its name to MetLife Insurance Company USA when it
changed its state of domicile from Connecticut to Delaware on November 14,
2014. The Company is licensed to conduct business in all states of the United
States, except New York, and in the District of Columbia, Puerto Rico, Guam,
the U.S. and British Virgin Islands and the Bahamas. The Company is a
wholly-owned subsidiary of MetLife, Inc., a publicly-traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and financial services to individuals and institutional customers.
Benefit amounts are paid from Our General Account and are subject to the
financial strength and claims paying ability of the Company and Our long term
ability to make such payments and are not guaranteed by any other party. We
issue other Annuity contracts and life insurance policies where We pay all
money We owe under those contracts and policies from Our General Account. We
are regulated as an insurance company under state law, which includes,
generally, limits on the amount and type of investments in its General Account.
However, there is no guarantee that We will be able to meet Our claims paying
obligations; there are risks to purchasing any insurance product. You may
Surrender Your Contract at any time before the Maturity Date, but the Cash
Value may be subject to a Surrender charge and/or a Market Adjusted Value
calculation that may increase or decrease the amount payable upon Surrender.
The Company's Home Office is located at 11225 North Community House Road,
Charlotte, NC 28277. The office that administers Your Contract is located at
4700 Westown Parkway, Ste. 200, West Des Moines, Iowa 50266.
THE CONTRACT
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APPLICATION AND PURCHASE PAYMENTS
You may purchase a Contract through an authorized agent. The agent will send
Your completed application or order to purchase, along with a minimum Purchase
Payment of at least $1,000 for the Contract and $20 for each Certificate to Us,
and We will determine whether to accept or reject Your application or order to
purchase. If We accept Your application or order to purchase, one of Our
legally authorized officers will prepare and execute a Contract within two
business days after We receive that application or order. We then will send the
Contract to You through Your sales representative.
We may:
o refuse to accept total Purchase Payments over $3 million;
o contact You or Your agent if the application or order form is not
properly completed; and/or
o return Your entire application or order form and Purchase Payment
within thirty days if not properly completed.
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We sell the Contract for use with certain qualified retirement Plans. Please be
aware that the Contract includes features such as tax deferral on accumulated
earnings. Qualified retirement Plans provide their own tax deferral benefit.
Please consult a tax adviser to determine whether this Contract is an
appropriate investment for You. See Appendix A for information concerning
qualified Plans.
You may make additional Purchase Payments of at least $1,000 ($20 per
Certificate) at any time before the Maturity Date. We will apply any subsequent
net Purchase Payment You make within two Business Days after We receive it.
We accept Purchase Payments made by check or cashier's check. We do not accept
cash, money orders or traveler's checks. We reserve the right to refuse
Purchase Payments made via a personal check in excess of $100,000. Purchase
Payments over $100,000 may be accepted in other forms, including but not
limited to, EFT/wire transfers, certified checks, corporate checks, and checks
written on financial institutions. The form in which We receive a Purchase
Payment may determine how soon subsequent disbursement requests may be
fulfilled.
PURCHASE PAYMENTS -- SECTION 403(B) PLAN
The Internal Revenue Service ("IRS") announced regulations affecting Section
403(b) Plans and arrangements which are generally effective January 1, 2009. As
part of these regulations, employers need to meet certain requirements in order
for their employees' Annuity contracts that fund these programs to retain a tax
deferred status under Section 403(b). Prior to the new rules, transfers of one
Annuity contract to another would not result in a loss of tax deferred status
under Section 403(b) under certain conditions (so-called "90-24 transfers").
The new regulations have the following effect regarding transfers: (1) a newly
issued contract funded by a transfer which is completed after September 24,
2007, is subject to the employer requirements referred to above; (2) additional
Purchase Payments made after September 24, 2007, to a contract that was funded
by a 90-24 transfer on or before September 24, 2007, may subject the contract
to this employer requirement.
In consideration of these regulations, We have determined to only make
available the Contract/Certificate for purchase (including transfers) where
Your employer currently permits salary reduction contributions to be made to
the Contract/Certificate.
If Your Contract/Certificate was issued previously as a result of a 90-24
transfer completed on or before September 24, 2007, and You have never made
salary reduction contributions into Your Contract/Certificate, We urge You to
consult with Your tax advisor prior to making additional Purchase Payments.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
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If You participate through a retirement Plan or other group arrangement, the
Contract may provide that all or some of Your rights or choices as described in
this prospectus are subject to the Plan's terms. For example, limitations on
Your rights may apply to Purchase Payments, withdrawals, transfers, loans, the
death benefit and pay-out options.
The Contract may provide that a Plan administrative fee will be paid by making
a withdrawal from the Contract/Certificate Cash Value. Also, the Contract may
require that You or Your Beneficiary obtain a signed authorization from Your
employer or Plan Administrator to exercise certain rights. We may rely on Your
employer's or Plan Administrator's statements to Us as to the terms of the Plan
or Your entitlement to any amounts. We are not a party to Your employer's
retirement Plan. We will not be responsible for determining what Your Plan
says. You should consult the Contract and Plan document to see how You may be
affected. If You are a Texas Optional Retirement Program Participant, please
see Appendix B for specific information which applies to You.
SECTION 403(B) PLAN TERMINATIONS
Upon a Section 403(b) plan termination, Your employer is required to distribute
Your Plan benefits under the Contract to You. Your employer may permit You to
receive Your distribution of Your 403(b) plan benefit in cash or in the form of
the Contract.
If You elect to receive Your full distribution in cash, the distribution is a
withdrawal under the Contract and any amounts withdrawn are subject to a Market
Adjusted Value calculation and applicable Surrender charges. Outstanding loans,
if available, will be satisfied (paid) from Your cash benefit prior to its
distribution to You. In addition, Your cash distributions are subject to
withholding, ordinary income tax and applicable Federal income tax penalties.
(See "Federal Tax Considerations.") If Your employer chooses to distribute cash
as the default option, Your employer may not
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give You the opportunity to instruct the Company to make, at a minimum, a
direct transfer to another funding option or annuity contract issued by Us or
one of Our affiliates which may avoid a Surrender charge. In that case, You
will receive the net cash distribution, less any applicable Market Adjusted
Value calculation, Surrender charge and withholding.
If You receive the distribution in the form of the Contract. We will continue
to administer the Contract according to its terms. However in that case, You
may not make any additional Purchase Payments or take any loans. In addition
the Company will rely on You to provide certain information that would
otherwise be provided to the Company by the employer or Plan Administrator. The
employer may choose distribution of the Contract as the default option. The
employer may not choose distribution of a Contract as a default option when
that Contract is an investment vehicle for a Section 403(b) ERISA plan.
OTHER PLAN TERMINATIONS
Upon termination of a retirement plan that is not a Section 403(b) plan, Your
employer is generally required to distribute Your Plan benefits under the
Contract to You.
This distribution is in cash. The distribution is a withdrawal under the
Contract and any amounts withdrawn are subject to a Market Adjusted Value
Calculation and any applicable Surrender charges. Outstanding loans, if
available, will be satisfied (paid) from Your cash benefit prior to its
distribution to You. In addition, Your cash distributions are subject to
withholding, ordinary income tax and applicable federal income tax penalties.
(See "Federal Tax Considerations.") Surrender charges will be waived if the net
distribution is made under the exceptions listed in the "Surrenders" section of
the prospectus. However, Your employer may not give You the opportunity to
instruct the Company to make, at a minimum, a direct transfer to another
funding option or annuity contract issued by Us or one of Our affiliates which
may avoid a surrender charge. In that case, You will receive the net cash
distribution, less any applicable Market Adjusted Value Calculation , Surrender
charge and withholding.
INTEREST PERIODS
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We deposit each net Purchase Payment (i.e., a Purchase Payment less any
applicable Premium Tax charge) in Our General Account where We credit the
payment with interest daily at an effective annual interest rate between 1.0%
and 3.0% for both allocated Contracts and unallocated Contracts, depending on
applicable states' statutory minimum requirements. We may, however, in Our sole
discretion, credit interest above the statutory minimum requirements. The
actual minimum interest rate for Your Contract will be on the Contract
specifications page. This rate will not change for the life of the Contract and
will apply to any Certificates issues under the Contract.
The amount of interest We credit to a particular net Purchase Payment varies
with that Purchase Payment's interest rate "period". We establish an interest
rate "period" for each net Purchase Payment, and guarantee that rate for twelve
months. At the end of that twelve-month Guarantee Period, We will determine and
credit a renewal interest rate. We guarantee that renewal rate until the end of
the current calendar year. After that, We will declare the second and all
future renewal rates each subsequent January 1 and guarantee such rates through
December 31 of each year.
ESTABLISHMENT OF INTEREST RATES
When You purchase Your Contract, You will know the initial interest rate for
Your Purchase Payment. The Company has no specific formula for determining
interest rates in the future. The interest rates will be declared from time to
time as market conditions dictate. (See "Investments by the Company"). The
Company may consider various factors in determining interest rates for a given
period, including regulatory and tax requirements, sales commissions,
administrative expenses, general economic trends, and competitive factors. THE
COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO ANY DECLARED
INTEREST RATES AND ANY INTEREST IN EXCESS OF THE MINIMUM INTEREST RATE ALLOWED
UNDER STATE LAW. THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY
FUTURE DECLARED INTEREST IN EXCESS OF THE MINIMUM RATE.
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RESTRICTIONS ON FINANCIAL TRANSACTIONS
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require Us to block a Contract Owner's ability to
make certain transactions and thereby refuse to accept any request for
transfers, withdrawals, Surrenders, or death benefits, until the instructions
are received from the appropriate regulator. We may also be required to provide
additional information about You and Your Contract to government regulators.
LOANS
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ACCOUNT REDUCTION LOANS
We administer loan programs made available through Plans or group arrangements
on an account reduction basis if permitted by Your Plan. If the loan is in
default and has been reported to the IRS as income but not yet offset, loan
repayments will be posted as after-tax contributions. Loan amounts will be
taken from amounts that are vested according to Your Plan or group arrangement
on a pro-rata basis from the source(s) of money the Plan or group arrangement
permits to be borrowed (e.g., money contributed to the Plan or group
arrangement through salary reduction, elective deferrals, direct transfers,
direct rollovers and employer contributions), then, unless We are directed
otherwise, on a pro-rata basis from Your Contract's Cash Value and any other
Plan funding vehicles (that We have approved) in which You then have a balance
consisting of these sources of money. Loan repayment amounts will be posted
back to the original money sources used to make the loan, if the loan is in
good standing at the time of repayment. Loan repayments will be allocated on a
pro-rata basis into the Contract and other Plan funding vehicles according to
Your allocation schedule for future contributions. Loan repayment periods,
repayment methods, interest rate, default procedures, tax reporting and
permitted minimum and maximum loan amounts will be disclosed in the loan
agreement documents. There may be initiation and maintenance fees associated
with these loans.
SECTION 403(B) COLLATERIZED LOANS
If Your employer's Plan and Section 403(b) Contract permits loan, such loans
will be made only from any Cash Value and only up to the IRS Code limit
(currently $50,000). In that case, We credit Your Cash Value up to the amount
of the outstanding loan balance with a rate of interest that is less than the
interest rate We charge for the loan. To find out our current rate of interest,
call us at 1-800-842-9406.
The Code and applicable income tax regulations limit the amount that may be
borrowed from Your Contract and all of Your employer Plans in the aggregate and
also require that loans be repaid, at a minimum, in scheduled level payments
over a proscribed term.
Your employer's Plan and Contract will indicate whether loans are permitted.
The terms of the loan are governed by the Contract and loan agreement. Failure
to satisfy loan limits under the Code or to make any scheduled payments
according to the terms of Your loan agreement and federal tax law could have
adverse tax consequences. Consult Your tax advisor and read Your loan agreement
and Contract prior to taking any loan.
CHARGES AND DEDUCTIONS
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We will deduct the charges described below to cover Our costs and expenses, the
services provided, and Our risks assumed under the Contracts. We incur certain
costs and expenses for the distribution and administration of the Contract and
for providing the benefits payable thereunder. Our administrative services and
risks may include:
o processing applications for and issuing the Contracts and Certificates
thereunder;
o maintaining Contract Owner and Participant records;
o administering Annuity Payments;
o furnishing accounting services;
o reconciling and depositing cash receipts;
o providing Contract confirmations and periodic statements;
o providing toll-free inquiry services; and
10
You may wish to take such payment arrangements into account when considering
and evaluating any recommendation relating to the Contracts. For more
information about any such additional compensation arrangements, ask your
registered representative. (Visit our website at www.metlife.com/shield for a
list of selling firms that received compensation during the last calendar year,
as well as the range of additional compensation paid.)
FEDERAL TAX CONSIDERATIONS
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The following information on taxes is a general discussion of the subject. It
is not intended as tax advice. The Internal Revenue Code ("Code") and the
provisions of the Code that govern the Contract are complex and subject to
change regularly. The applicability of federal income tax rules may vary with
you particular circumstances. This discussion does not include all the federal
income tax rules that may affect You and your Contract. Nor does this
discussion address other federal tax consequences (such as estate and gift
taxes, sales to foreign individuals or entities), or state or local tax
consequences, which may affect your investment in the Contract. As a result,
You should always consult a tax adviser for complete information and advice
applicable to your individual situation.
You are responsible for determining whether Your purchase of a Contract,
withdrawals, income payments and any other transactions under your Contract
satisfy applicable tax law. We are not responsible for determining if Your
employer's Plan or arrangement satisfies the requirements of the Code and/or
the Employee Retirement Income Security Act of 1974 ("ERISA").
Any Code reference to "spouse" includes those persons who are married spouses
under state law, regardless of sex.
QUALIFIED ANNUITY CONTRACTS
INTRODUCTION
The Contract may be purchased through certain types of retirement Plans that
receive favorable treatment under the Code ("tax qualified Plans"). In general,
tax-qualified Plans include arrangements described in Code Sections 401(a),
401(k), 403(a), 403(b) or tax sheltered annuities ("TSA"), 408 or "IRAs"
(including SEP and SIMPLE IRAs), 408A or "Roth IRAs" or 457 (b) or 457(b)
governmental Plans. Extensive special tax rules apply to qualified Plans and to
the annuity Contracts used in connection with these Plans. Therefore, the
following discussion provides only general information about the use of the
Contract with the various types of qualified Plans. Adverse tax consequences
may result if You do not ensure that contributions, distributions and other
transactions with respect to the Contract comply with the law.
The rights to any benefit under the Plan will be subject to the terms and
conditions of the Plan itself as well as the terms and conditions of the
Contract.
We exercise no control over whether a particular retirement Plan or a
particular contribution to the Plan satisfies the applicable requirements of
the Code, or whether a particular individual is entitle to participate or
benefit under a Plan.
All qualified Plans and arrangements receive tax deferral under the Code. Since
there are no additional tax benefits in funding such retirement arrangements
with an annuity, there should be reasons other than tax deferral for acquiring
within the Plan. Such non-tax benefits may include additional insurance
benefits, such as availability of a guaranteed income for life.
A Contract may also be available in connection with an employer's non-qualified
deferred compensation Plan and qualified governmental excess benefit
arrangement to provide benefits to certain employees in the Plan. The tax rules
regarding these Plans are complex. We do not provide tax advice. Please consult
your tax adviser about your particular situation.
ACCUMULATION
The tax rules applicable to qualified Plans vary according to the type of Plan
and the terms and conditions of the Plan itself. Both the amount of the
contribution that may be made and the tax deduction or exclusion that You may
claim for that contribution are limited under qualified Plans.
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GENERATION-SKIPPING TRANSFER TAX
Under certain circumstances, the Code may impose a "generation-skipping
transfer tax" when all or part of an annuity contract is transferred to, or a
death benefit is paid to, an individual two or more generations younger than
the Contract Owner. Regulations issued under the Code may require us to deduct
the tax from your contract, or from any applicable payment, and pay it directly
to the IRS.
ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The discussion above provides information regarding U.S. federal income tax
consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal withholding tax on taxable distributions from annuity contracts at
a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state and/or municipal taxes and taxes that may be imposed by the
purchaser's country of citizenship or residence. Prospective purchasers are
advised to consult with a qualified tax adviser regarding U.S., state and
foreign taxation with respect to an annuity contract purchase.
ABANDONED PROPERTY REQUIREMENTS
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Every state has unclaimed property laws which generally declare non-ERISA
annuity contracts to be abandoned (1) after a period of inactivity of three to
five years from the contract's Maturity Date or the date the death benefit is
due and payable if annuity payments have not commenced or (2) after a period of
two or three years from the date the payment is due and payable, or if death
benefits are unclaimed after a period of inactivity of three to five years from
the date the death benefit is due and payable, if annuity payments have
commenced. For example, if the payment of a death benefit has been triggered,
but, if after a thorough search, We are still unable to locate the Beneficiary
of the death benefit, or the Beneficiary does not come forward to claim the
death benefit in a timely manner, the death benefit will be paid to the
abandoned property division or unclaimed property office of the state in which
the Beneficiary or You last resided, as shown on Our books and records, or to
Our state of domicile. (Escheatment is the formal legal name of this process.)
However, the state is obligated to pay the death benefit (without interest) if
Your Beneficiary steps forward to claim it with the proper documentation. To
prevent Your Contract's proceeds from being paid to the state abandoned or
unclaimed property office, it is important that You update Your Beneficiary
designations, including addresses, if and as they change. To make changes,
please call 1-800-842-9406.
INFORMATION INCORPORATED BY REFERENCE
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Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts. The
Company's annual report on Form 10-K was filed with the SEC on March 30, 2015
via EDGAR File No. 033-03094. The Form 10-K contains information for the period
ended December 31, 2014, about the Company, including consolidated audited
financial statements for the Company's latest fiscal year. The Form 10-K is
incorporated by reference into this prospectus.In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior
to the termination of the offering, are also incorporated by reference into
this prospectus. We are not incorporating by reference, in any case, any
documents or information deemed to have been furnished and not filed in
accordance with SEC rules.
There have been no material changes in the Company's affairs which have
occurred since the end of the latest fiscal year for which audited consolidated
financial statements were included in the latest Form 10-K or which have not
been described in a Form 10-Q or Form 8-K filed by the Company under the
Exchange Act.
If requested, the Company will furnish, without charge, a copy of any and all
of the reports or documents that have been incorporated by reference into this
prospectus. You may direct Your requests to the Company at, 11225 North
Community House Road, Charlotte, NC, 28277. The telephone number
1-800-842-9406. You may also access the incorporated reports and other
documents at www.metlife.com.
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The Company files periodic reports as required under the Exchange Act
(including Form 10-K, 10-Q and 8-K). You may also read and copy any materials
that the Company files with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
EXPERTS
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Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Delaware law and the validity of the forms of the Contracts under Delaware law
have been passed on by legal counsel for the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
MetLife Insurance Company USA and subsidiaries' (the "Company") Annual Report
on Form 10-K for the year ended December 31, 2014, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report, which is incorporated herein by reference (which
expresses an unqualified opinion and includes an explanatory paragraph
regarding the renaming of the Company, its mergers with entities under common
control, and the retrospective adjustment of the consolidated financial
statements for all periods presented to reflect the mergers in a manner similar
to a pooling-of-interests). Such consolidated financial statements and
financial statement schedules have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The principal business address of Deloitte & Touche LLP is 30 Rockefeller
Plaza, New York, New York 10112-0015.
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