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W. THOMAS CONNER +1 202 414 9200
Direct Phone: +1 202 414 9208 Fax +1 202 414 9299
Email: tconner@reedsmith.com
reedsmith.com
June 25, 2015
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Sonny Oh
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
RE: METLIFE INVESTORS USA SEPARATE ACCOUNT A
SERIES O (OFFERED ON AND AFTER JULY __, 2015)
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4 ON APRIL 30, 2015
FILE NOS. 811-03365 AND 333-203748
Dear Mr. Oh:
On behalf of MetLife Insurance Company USA ("MetLife USA") and its separate
account, MetLife Investors USA Separate Account A (the "Registrant"), we are
responding to the comments that the staff (the "staff") of the Securities and
Exchange Commission (the "Commission") provided to us by correspondence dated
June 25, 2015 with regard to the initial registration statement on Form N-4
(the "Registration Statement") relating to the Series O (offered on and after
July __, 2015) variable annuity contracts (the "Contracts").
For ease of reference, each of the comments of the staff is set forth below,
followed by MetLife USA's response. Unless noted otherwise, page references in
MetLife USA's responses are to the marked courtesy copies of the prospectus and
Statement of Additional Information ("SAI") provided to the staff in connection
with the filing of the Registration Statement. To the extent our responses
propose revised disclosure, we have attached hereto the corresponding pages
from the revised prospectus.
GENERAL
-------
1. Please disclose to the staff whether there are any types of guarantees or
support agreements with any third parties.
RESPONSE: There are no guarantees or support agreements with third parties.
ABU DHABI o ATHENS o BEIJING o CENTURY CITY o CHICAGO o DUBAI o FRANKFURT o
HONG KONG o HOUSTON o KAZAKHSTAN o LONDON o LOS ANGELES o MUNICH o NEW YORK o
NORTHERN VIRGINIA PARIS o PHILADELPHIA o PITTSBURGH o PRINCETON o RICHMOND o SAN
FRANCISCO o SHANGHAI o SILICON VALLEY o SINGAPORE o WASHINGTON, D.C. o
WILMINGTON
Sonny Oh [LOGO OF ReedSmith]
June 25, 2015
Page 2
2. Please confirm that the date of the prospectus will be the same as or
about the date of effectiveness.
RESPONSE: We confirm that the date of the prospectus will be the same as
or about the date of effectiveness.
3. Please confirm that the EDGAR series/class identifiers will appropriately
be revised prior to effectiveness of the registration statement.
RESPONSE: We confirm that the EDGAR series/class identifiers will be
appropriately revised prior to effectiveness to reflect the date on which
MetLife USA commences offering the Contracts.
PROSPECTUS
----------
4. GUARANTEED LIFETIME WITHDRAWAL BENEFIT (PAGE 38)
In the paragraph preceding the Summary on page 39, please reconcile the
first sentence with Note 2 to the Additional Optional Rider Charges tables on
page 9.
RESPONSE: The GLWB rider is now available in all states in which the
Contracts will be offered. Accordingly, pursuant to the staff's comment,
we have revised the first sentence in the paragraph preceding the Summary
to delete the introductory clause, "[i]n states where approved," from that
sentence.
5. DEATH BENEFIT (PAGE 49)
In the second paragraph under "Upon Your Death," please clarify whether
you are referring to versions of the death benefit riders.
RESPONSE: Pursuant to the staff's comment, we have revised the first
sentence of the second paragraph under "Upon Your Death" to read as
follows: "There may be versions of each death benefit rider (i.e., the
Principal Protection Death Benefit rider, the Annual Step-Up Death Benefit
rider and the Additional Death Benefit -- Earnings Preservation Benefit
rider) that vary by issue date and state availability."
6. FEDERAL INCOME TAX STATUS (PAGE 53)
Please confirm the section is current and accurate.
RESPONSE: We confirm that this section is current and accurate.
Sonny Oh [LOGO OF ReedSmith]
June 25, 2015
Page 3
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
7. Based on the anticipated effective date for the filing, please confirm
that all information required as of the most recent fiscal or calendar year has
been updated appropriately, E.G., commission table on page 4.
RESPONSE: We confirm that all information included in the SAI will meet
the applicable requirements of Section 10(a)(3) of the Securities Act of
1933 or Regulation S-X, as the case may be, and the requirements of Form
N-4.
8. FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION
Any financial statements, exhibits, and any other required disclosure not
included in this registration statement must be filed by pre-effective
amendment to the registration statement.
RESPONSE: We confirm that the financial statements, exhibits and any other
required disclosure that have not been included in the Registration
Statement will be included in, and filed by, a pre-effective amendment to
the Registration Statement.
9. REPRESENTATIONS
We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that they
have provided all information investors require for an informed decision. Since
the registrant is in possession of all facts relating to the registrant's
disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.
Notwithstanding our comments, in the event the registrant requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
o the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and
o the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Investment
Management in connection with our review of your filing or in response to our
comments on your filing.
Sonny Oh [LOGO OF ReedSmith]
June 25, 2015
Page 4
We will consider a written request for acceleration of the effective date
of the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities.
RESPONSE: We will provide the requisite "Tandy representations" in
subsequent correspondence requesting acceleration pursuant to Rule 461
under the Securities Act.
* * *
We hope that you will find these responses satisfactory. If you have questions
or comments about this matter, please contact the undersigned at 202.414.9208
or Peggy Heminger at 412.288.7204.
Very truly yours,
/s/ W. Thomas Conner
-------------------------
W. Thomas Conner
WTC/PCH
Attachment
cc: Peggy C. Heminger