Metlife Investors USA Separate Account A, et al. – ‘N-4/A’ on 6/7/16

On:  Tuesday, 6/7/16, at 4:20pm ET   ·   Accession #:  1193125-16-615311   ·   File #s:  811-03365, 333-209411

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Pre-Effective Amendment to Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4/A       Metlife Prime Options Pre-Effective Amendment No.    398   2.28M 
                          1                                                      
 4: EX-99.10    Consent of Independent Registered Public               1      5K 
                          Accounting Firm                                        
 5: EX-99.13    Powers of Attorney for Metlife Insurance Company      15     87K 
                          Usa                                                    
 2: EX-99.5     Form of Variable Annuity Application                   9     56K 
 3: EX-99.9     Opinion of Counsel                                     2      8K 

N-4/A   —   Metlife Prime Options Pre-Effective Amendment No. 1
Document Table of Contents

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As filed with the Securities and Exchange Commission on June 7, 2016

                                                            File Nos. 333-209411
                                                                       811-03365

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

                                                                [Download Table]
                                                                     

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [ ]
               PRE-EFFECTIVE AMENDMENT NO. 1                      [X]
                POST-EFFECTIVE AMENDMENT NO.                      [ ]
                            AND                                      
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      
                     AMENDMENT NO. 621                            [X]


(Check Appropriate Box or Boxes)

MetLife Investors USA Separate Account A  
(Exact Name of Registrant)

MetLife Insurance Company USA 
(Name of Depositor) 

11225 North Community House Road
Charlotte, NC 28277 
(Address of Depositor's Principal Executive Offices) (Zip Code) 

Depositor's Telephone Number, including Area Code 
(212) 578-9500

(Name and Address of Agent for Service) 

Eric T. Steigerwalt 
President 
MetLife Insurance Company USA 
11225 North Community House Road
Charlotte, NC 28277 

COPIES TO:

W. Thomas Conner
Reed Smith LLP
1301 K Street, N.W. 
Suite 1100 - East Tower 
Washington, D.C. 20005-3373 

Approximate Date of Proposed Public Offering

As soon as possible after the effective date of this registration statement.

The Registrant hereby amends this registration statement on such dates as may   
be necessary to delay its effective date until the Registrant shall file a      
further amendment which specifically states that this registration statement    
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until the registration statement shall become         
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

TITLE OF SECURITIES BEING REGISTERED  
Interest in a separate account under individual flexible premium deferred       
variable annuity contracts. 

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                                                 THE VARIABLE ANNUITY CONTRACT

                                                                       ISSUED BY

                                                   METLIFE INSURANCE COMPANY USA

                                                                             AND

                                      METLIFE INVESTORS USA SEPARATE ACCOUNT A

                                                           METLIFE PRIME OPTIONS

                                                                   JUNE 27, 2016

This prospectus describes the flexible premium deferred variable annuity        
contract offered by MetLife Insurance Company USA (MetLife USA or we or us).    
The contract is offered for individuals and some tax qualified and non-tax      
                                                   qualified retirement plans.

The annuity contract has 58 investment choices -- a Fixed Account that offers   
an interest rate guaranteed by us, and 57 Investment Portfolios listed          
below. You can put your money in the Fixed Account and/or any of these          
                                                        Investment Portfolios.

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) (SERIES II)     

Invesco V.I. Equity and Income Fund                                   

Invesco V.I. International Growth Fund                                

AMERICAN FUNDS INSURANCE SERIES(R) (CLASS 4)                                    

American Funds Bond Fund                                              

American Funds Global Growth Fund                                     

American Funds Global Small Capitalization Fund                       

American Funds Growth-Income Fund                                     

FIDELITY(R) VARIABLE INSURANCE PRODUCTS (SERVICE CLASS 2)                       

Contrafund(R) Portfolio                                               

Mid Cap Portfolio                                                     

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (CLASS 2)                  

Franklin Income VIP Fund                                              

Franklin Mutual Shares VIP Fund                                       

Franklin Small Cap Value VIP Fund                                     

Templeton Global Bond VIP Fund                                        

LEGG MASON PARTNERS VARIABLE EQUITY TRUST (CLASS II)                            

ClearBridge Variable Aggressive Growth Portfolio                      

ClearBridge Variable Appreciation Portfolio                           

ClearBridge Variable Dividend Strategy Portfolio                      

ClearBridge Variable Small Cap Growth Portfolio                       

LEGG MASON PARTNERS VARIABLE INCOME TRUST (CLASS II)                            

Western Asset Variable Global High Yield Bond Portfolio               

MET INVESTORS SERIES TRUST                                                      

AB Global Dynamic Allocation Portfolio (Class B)*                     

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio (Class B)*

American Funds(R) Balanced Allocation Portfolio (Class C)+            

American Funds(R) Growth Portfolio (Class C)                          

American Funds(R) Moderate Allocation Portfolio (Class C)+            

AQR Global Risk Balanced Portfolio (Class B)*                         

BlackRock Global Tactical Strategies Portfolio (Class B)*             

BlackRock High Yield Portfolio (Class B)                              

Clarion Global Real Estate Portfolio (Class B)                        

Harris Oakmark International Portfolio (Class B)                      

Invesco Balanced-Risk Allocation Portfolio (Class B)*                 

Invesco Comstock Portfolio (Class B)                                  

Invesco Mid Cap Value Portfolio (Class B)                             

Invesco Small Cap Growth Portfolio (Class B)                          

JPMorgan Global Active Allocation Portfolio (Class B)*                

Loomis Sayles Global Markets Portfolio (Class B)                      

Met/Aberdeen Emerging Markets Equity Portfolio (Class B)              

MetLife Asset Allocation 100 Portfolio (Class B)                      

MetLife Balanced Plus Portfolio (Class B)*                            

MetLife Multi-Index Targeted Risk Portfolio (Class B)*                

MFS(R) Research International Portfolio (Class B)                     

Morgan Stanley Mid Cap Growth Portfolio (Class B)                     

PanAgora Global Diversified Risk Portfolio (Class B)*                 

Pyramis(R) Government Income Portfolio (Class B)*                     

Pyramis(R) Managed Risk Portfolio (Class B)*                          

Schroders Global Multi-Asset Portfolio (Class B)*                     

SSGA Growth and Income ETF Portfolio (Class B)+                       

T. Rowe Price Large Cap Value Portfolio (Class B)                     

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METROPOLITAN SERIES FUND                                                        

Barclays Aggregate Bond Index Portfolio (Class G)*                    

BlackRock Bond Income Portfolio (Class B)                             

BlackRock Ultra-Short Term Bond Portfolio (Class B)                   

Met/Wellington Core Equity Opportunities Portfolio (Class B)          

MetLife Asset Allocation 20 Portfolio (Class B)+                      

MetLife Asset Allocation 40 Portfolio (Class B)+                      

MetLife Asset Allocation 60 Portfolio (Class B)+                      

MetLife Asset Allocation 80 Portfolio (Class B)                       

   Western Asset Management Strategic Bond Opportunities Portfolio (Class B)

Western Asset Management U.S. Government Portfolio (Class B)          

OPPENHEIMER VARIABLE ACCOUNT FUNDS (SERVICE SHARES)                             

Oppenheimer Main Street Small Cap Fund(R)/VA                          

PIONEER VARIABLE CONTRACTS TRUST (CLASS II)                                     

Pioneer Mid Cap Value VCT Portfolio                                   

*If you elect the GLWB rider, you must allocate at least 80% of your Purchase   
Payments and Account Value among these Investment Portfolios. (See              
"Purchase -- Investment Allocation Restrictions for Certain                     
Riders -- Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB.") These Investment Portfolios are also available for investment if you do 
not elect the GLWB rider.                                                       

+ If you elect the GLWB rider, you are permitted to allocate up to 20% of your  
Purchase Payments and Account Value among these Investment Portfolios. (See     
"Purchase -- Investment Allocation Restrictions for Certain                     
Riders -- Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB.") These Investment Portfolios are also available for investment if you do 
not elect the GLWB rider.                                                       

Please read this prospectus before investing and keep it on file for future     
reference. It contains important information about the MetLife USA Variable     
Annuity Contract.                                                               

To learn more about the MetLife USA Variable Annuity Contract, you can obtain a 
copy of the Statement of Additional Information (SAI) dated June 27, 2016. The  
SAI has been filed with the Securities and Exchange Commission (SEC) and is     
legally a part of the prospectus. The SEC maintains a Web site                  
(http://www.sec.gov) that contains the SAI, material incorporated by reference, 
and other information regarding companies that file electronically with the     
SEC. The Table of Contents of the SAI is on Page 77 of this prospectus. For a   
free copy of the SAI, call us at (888) 556-5412, visit our website at           
WWW.METLIFE.COM, or write to us at: 11225 North Community House Road,           
Charlotte, NC 28277.                                                            

The contracts:                                                                  

o  are not bank deposits                                                        

o  are not FDIC insured                                                         

o  are not insured by any federal government agency                             

o  are not guaranteed by any bank or credit union                               

o  may be subject to loss of principal                                          

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE    
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY        
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

June 27, 2016                                                                   

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TABLE OF CONTENTS                                              PAGE             
PAGE                          

                                                                [Download Table]
                                                             
INDEX OF SPECIAL TERMS...................................   4
HIGHLIGHTS...............................................   5
FEE TABLES AND EXAMPLES..................................   7
1. THE ANNUITY CONTRACT..................................  12
2. PURCHASE..............................................  12
     Purchase Payments...................................  13
     Termination for Low Account Value...................  13
     Allocation of Purchase Payments.....................  14
     Investment Allocation Restrictions for Certain          
       Riders............................................  14
     Investment Allocation and Other Purchase Payment        
       Restrictions for the GLWB.........................  14
     Free Look...........................................  16
     Accumulation Units..................................  16
     Account Value.......................................  17
     Replacement of Contracts............................  17
     Owning Multiple Contracts...........................  18
3. INVESTMENT OPTIONS....................................  18
     Investment Portfolios That Are Funds-of-Funds.......  21
     Transfers...........................................  22
     Dollar Cost Averaging Program.......................  25
     Automatic Rebalancing Program.......................  26
     Asset Allocation Models.............................  26
     Voting Rights.......................................  27
     Substitution of Investment Options..................  27
4. EXPENSES..............................................  27
     Product Charges.....................................  27
     Account Fee.........................................  28
     Guaranteed Lifetime Withdrawal Benefit -- Rider         
       Charge............................................  28
     GLWB Death Benefit -- Rider Charge..................  28
     Lifetime Withdrawal Guarantee -- Rider Charge.......  29
     Withdrawal Charge...................................  29
     Reduction or Elimination of the Withdrawal              
       Charge............................................  30
     Premium and Other Taxes.............................  31
     Transfer Fee........................................  31
     Income Taxes........................................  31
     Investment Portfolio Expenses.......................  31
5.       ANNUITY PAYMENTS                                    
     (THE INCOME PHASE)..................................  31
     Annuity Date........................................  31
     Annuity Payments....................................  32
     Annuity Options.....................................  32
     Variable Annuity Payments...........................  34
     Fixed Annuity Payments..............................  34
6. ACCESS TO YOUR MONEY..................................  35
     Systematic Withdrawal Program.......................  36
     Suspension of Payments or Transfers.................  36

                                                                [Download Table]
                                                             
7. LIVING BENEFITS.......................................  36
     Overview of Living Benefit Riders...................  36
     Guaranteed Lifetime Withdrawal Benefit..............  38
     GLWB Death Benefit..................................  46
     GLWB Rate Table.....................................  48
     Lifetime Withdrawal Guarantee.......................  50
8. PERFORMANCE...........................................  57
9. DEATH BENEFIT.........................................  57
     Upon Your Death.....................................  57
     Standard Death Benefit -- Principal Protection......  58
     Optional Death Benefit -- Annual Step-Up............  58
     GLWB Death Benefit..................................  59
     Additional Death Benefit -- Earnings Preservation       
       Benefit...........................................  59
     General Death Benefit Provisions....................  60
     Spousal Continuation................................  61
     Death of the Annuitant..............................  61
     Controlled Payout...................................  61
10. FEDERAL INCOME TAX STATUS............................  61
     Non-Qualified Contracts.............................  62
     Qualified Contracts.................................  65
11. OTHER INFORMATION....................................  71
     MetLife USA.........................................  71
     The Separate Account................................  72
     Distributor.........................................  73
     Selling Firms.......................................  73
     Requests and Elections..............................  74
     Ownership...........................................  75
     Legal Proceedings...................................  76
     Financial Statements................................  76
TABLE OF CONTENTS OF THE STATEMENT OF                        
ADDITIONAL INFORMATION...................................  77
APPENDIX A............................................... A-1
     Participating Investment Portfolios................. A-1
APPENDIX B............................................... B-1
     Investment Portfolios: Marketing Names and              
       Prospectus Names.................................. B-1
APPENDIX C............................................... C-1
     Guaranteed Lifetime Withdrawal Benefit Examples..... C-1
APPENDIX D............................................... D-1
     GLWB Death Benefit Examples......................... D-1
APPENDIX E............................................... E-1
     Lifetime Withdrawal Guarantee Benefit Examples...... E-1
APPENDIX F............................................... F-1
     Death Benefit Examples.............................. F-1

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INDEX OF SPECIAL TERMS                                                          

Because of the complex nature of the contract, we have used certain words or    
terms in this prospectus which may need an explanation. We have identified the  
following as some of these words or terms. The page that is indicated here is   
where we believe you will find the best explanation for the word or term. These 
words and terms are in italics on the indicated page.                           

                                                                            PAGE
Account Value............................................................ 17    
Accumulation Phase....................................................... 12    
Accumulation Unit........................................................ 16    
Annual Benefit Payment..................................... 40 and 52           
Annuitant................................................................ 76    
Annuity Date............................................................. 31    
Annuity Options.......................................................... 32    
Annuity Payments......................................................... 31    
Annuity Service Center..................................................... 6   
Annuity Units............................................................ 32    
Beneficiary.............................................................. 76    
Benefit Base............................................................. 39    
Business Day............................................................. 14    
Contract Year............................................................ 13    
Fixed Account............................................................ 12    
Free Look................................................................ 16    
GLWB Death Benefit Base.................................................. 46    
GLWB Withdrawal Rate..................................................... 40    
Good Order............................................................... 75    
Income Phase............................................................. 12    
Investment Portfolios.................................................... 18    
Joint Owners............................................................. 76    
Owner.................................................................... 75    
Purchase Payment......................................................... 13    
Remaining Guaranteed Withdrawal Amount................................... 51    
Separate Account......................................................... 72    
Total Guaranteed Withdrawal Amount....................................... 50    

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HIGHLIGHTS                                                                      

The variable annuity contract that we are offering is a contract between you,   
the Owner, and us, the insurance company, where you agree to make at least one  
Purchase Payment to us and we agree to make a series of Annuity Payments at a   
later date. The contract has a maximum issue age and you should consult with    
your registered representative. The contract provides a means for investing on  
a tax-deferred basis in our Fixed Account and the Investment Portfolios. The    
contract is intended for retirement savings or other long-term investment       
purposes. When you purchase the contract, you can choose an optional death      
benefit and fixed and variable income options. You can also select the optional 
Guaranteed Lifetime Withdrawal Benefit (GLWB) or the optional Lifetime          
Withdrawal Guarantee (LWG). We are obligated to pay all money we owe under the  
contracts, including death benefits, income payments, and any guaranteed        
amounts due under the GLWB or LWG. Any such amount that exceeds the assets in   
the Separate Account is paid from our general account, subject to our financial 
strength and claims-paying ability and our long-term ability to make such       
payments, and is not guaranteed by any other party. (See "Other                 
Information -- The Separate Account.")                                          

The contract, like all deferred annuity contracts, has two phases: the          
Accumulation Phase and the Income Phase. During the Accumulation Phase,         
earnings accumulate on a tax-deferred basis and are taxed as income when you    
make a withdrawal. If you make a withdrawal during the Accumulation Phase, we   
may assess a withdrawal charge of up to 8%. Certain withdrawals, depending on   
the amount and timing, may negatively impact the benefits and guarantees        
provided by your contract. You should carefully consider whether a withdrawal   
under a particular circumstance will have any negative impact to your benefits  
or guarantees. The impact of withdrawals generally on your benefits and         
guarantees is discussed in the corresponding sections of the prospectus         
describing such benefits and guarantees. If you die during the Accumulation     
Phase, your Beneficiary (or Beneficiaries) will receive the death benefit under 
your contract (see "Death Benefit" for more information).                       

The Income Phase occurs when you or a designated payee begin receiving regular  
Annuity Payments from your contract. You and the Annuitant (the person on whose 
life we base Annuity Payments) do not have to be the same, unless you purchase  
a tax qualified contract.                                                       

You can have Annuity Payments made on a variable basis, a fixed basis, or a     
combination of both. If you choose variable Annuity Payments, the amount of the 
variable Annuity Payments will depend upon the investment performance of the    
Investment Portfolio(s) you select for the Income Phase. If you choose fixed    
Annuity Payments, the amount of each payment will not change during the Income  
Phase. There is no death benefit during the Income Phase, however, depending on 
the Annuity Option you elect, any remaining guarantee (i.e., cash refund amount 
or guaranteed Annuity Payments) will be paid to your Beneficiary(ies) (see      
"Annuity Payments (The Income Phase)" for more information).                    

TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals and 
some tax qualified and non-tax qualified retirement plans. For any tax          
qualified account (e.g., an IRA), the tax deferred accrual feature is provided  
by the tax qualified retirement plan. Therefore, there should be reasons other  
than tax deferral for acquiring the contract within a qualified plan. (See      
"Federal Income Tax Status.")                                                   

STATE VARIATIONS. Contracts issued in your state may provide different features 
and benefits from, and impose different costs than, those described in this     
prospectus because of state law variations. These differences include, among    
other things, Free Look rights, age issuance limitations, transfer rights and   
limitations, the right to reject Purchase Payments, the right to assess         
transfer fees, requirements for unisex annuity rates, the general availability  
of certain riders, and the availability of certain features of riders. However, 
please note that the maximum fees and charges for all features and benefits are 
set forth in the fee table in this prospectus. This prospectus describes all    
the material features of the contract. If you would like to review a copy of    
the contract and any endorsements, contact our Annuity Service Center.          

FREE LOOK. You may cancel the contract within 10 days after receiving it (or    
whatever period is required in your state). If you mail your cancellation       
request, the request must be postmarked by the appropriate day; if you deliver  
your cancellation request by hand, it must be received by us by the appropriate 
day. Unless otherwise required by state law, you will receive whatever your     
contract is worth on the day that we receive your cancellation request and we   
will not deduct a withdrawal charge. The amount you receive may be more or less 
than your Purchase Payment depending upon the performance of the Investment     
Portfolios (and any interest credited by the Fixed Account,                     

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if applicable). You bear the risk of any decline in Account Value. We do not    
refund any charges or deductions assessed during the Free Look period. We will  
return your Purchase Payment if required by law.                                

TAX PENALTY. The earnings in your contract are not taxed until you take money   
out of your contract. If you take money out of a Non-Qualified Contract during  
the Accumulation Phase, for tax purposes any earnings are deemed to come out    
first. If you are younger than 59 1/2 when you take money out, you may be       
charged a 10% federal tax penalty on those earnings. Payments during the Income 
Phase are considered partly a return of your original investment until your     
investment is returned.                                                         

NON-NATURAL PERSONS AS OWNERS. If the Owner of a non-qualified annuity contract 
is not a natural person (e.g., a corporation, partnership or certain trusts),   
gains under the contract are generally not eligible for tax deferral. The Owner 
of this contract can be a natural person, a trust established for the exclusive 
benefit of a natural person, a charitable remainder trust or other trust        
arrangement (if approved by us). The Owner of this contract can also be a       
Beneficiary of a deceased person's contract that is an Individual Retirement    
Account or non-qualified deferred annuity. A contract generally may have two    
Owners (both of whom must be individuals). The contract is not available to     
corporations or other business organizations, except to the extent an employer  
is the purchaser of a SEP or SIMPLE IRA contract. Subject to state approval,    
certain retirement plans qualified under the Internal Revenue Code may purchase 
the contract. If a non-natural person is the Owner of a Non-Qualified Contract, 
the distribution on death rules under the Internal Revenue Code may require     
payment to begin earlier than expected and may impact the usefulness of the     
living and/or death benefits.                                                   

NON-NATURAL PERSONS AS BENEFICIARIES. Naming a non-natural person, such as a    
trust or estate, as a Beneficiary under the contract will generally eliminate   
the Beneficiary's ability to stretch the contract or a spousal Beneficiary's    
ability to continue the contract and the living and/or death benefits.          

INQUIRIES. If you need more information, please contact our Annuity Service     
Center at:                                                                      

MetLife Investors Distribution Company  

P.O. Box 10426  
Des Moines, Iowa 50306-0426 
(888) 556-5412

ELECTRONIC DELIVERY. As an Owner you may elect to receive electronic delivery   
of current prospectuses related to this contract, prospectuses and annual and   
semi-annual reports for the Investment Portfolios and other contract related    
documents.                                                                      

Contact us at WWW.METLIFE.COM for more information and to enroll.               

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FEE TABLES AND EXAMPLES                                                         

THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY WHEN      
BUYING, OWNING, AND SURRENDERING THE CONTRACT. THE FIRST TABLE DESCRIBES THE    
FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT YOU BUY THE CONTRACT,      
SURRENDER THE CONTRACT, OR TRANSFER ACCOUNT VALUE BETWEEN INVESTMENT OPTIONS.   
STATE PREMIUM TAXES OF 0% TO 3.5% MAY ALSO BE DEDUCTED.                         

--------------------------------------------------------------------------------
OWNER TRANSACTION EXPENSES TABLE                                                

                                                                [Download Table]
                                                              
WITHDRAWAL CHARGE (Note 1)              8%                    
(as a percentage of Purchase Payments)                        
TRANSFER FEE (Note 2)                   $25                   
                                        $0 (First 12 per year)

--------------------------------------------------------------------------------

Note 1. If an amount withdrawn is determined to include the withdrawal of     
prior Purchase Payments, a withdrawal charge may be assessed. Withdrawal      
charges are calculated in accordance with the following. (See                 
"Expenses -- Withdrawal Charge.")                                             

                                                                [Download Table]

 Number of Complete Years from    Withdrawal Charge       
  Receipt of Purchase Payment     (% of Purchase Payment) 
-------------------------------   ------------------------
                                                          
               0                             8            
               1                             8            
               2                             7            
               3                             6            
               4                             5            
               5                             4            
               6                             3            
               7                             2            
        8 and thereafter                     0            

Note 2. There is no charge for the first 12 transfers in a Contract Year;     
thereafter the fee is $25 per transfer. MetLife USA is currently waiving the  
transfer fee, but reserves the right to charge the fee in the future.         

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THE NEXT TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY   
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING INVESTMENT PORTFOLIO   
FEES AND EXPENSES.                                                              

--------------------------------------------------------------------------------

                                                                [Download Table]
                          
ACCOUNT FEE (Note 1)   $50

SEPARATE ACCOUNT ANNUAL EXPENSES (Note 2)                                       

(referred to as Separate Account Product Charges)                               

(as a percentage of average Account Value in the Separate Account)              

                                                                [Download Table]
                                                                      
Mortality and Expense Charge (maximum)                           1.15%
Administration Charge                                            0.15%
                                                                 ---- 
Total Separate Account Annual Expenses (maximum)                 1.30%
Death Benefit Rider Charge (Optional) (Note 3)                        
(as a percentage of average Account Value in the Separate Account)    
Optional Death Benefit -- Annual Step-Up                         0.25%
Additional Death Benefit -- Earnings Preservation Benefit        0.25%
Total Separate Account Annual Expenses (maximum)                      
Including Highest Charges for Optional Death Benefits (Note 4)   1.80%

--------------------------------------------------------------------------------

Note 1. An Account Fee of $50 is charged on the last day of each Contract Year
if the Account Value is less than $75,000. Different policies apply during the
Income Phase of the contract. (See "Expenses -- Account Fee.")                

    Note 2. Certain charges and expenses may not apply during the Income Phase
of the contract. (See "Expenses.")                                            

Note 3. See below for an additional optional death benefit (the GLWB Death    
Benefit) for which the charge is assessed on the GLWB Death Benefit Base and  
deducted annually from the Account Value.                                     

Note 4. This charge is determined by adding the Mortality and Expense Charge, 
 the Administration Charge, the Optional Death Benefit -- Annual Step-Up
Charge, and the Additional Death Benefit -- Earnings Preservation Benefit     
Charge.                                                                       

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ADDITIONAL OPTIONAL RIDER CHARGES (Note 1)                                      

                                                                [Download Table]
                                                                            
GUARANTEED LIFETIME WITHDRAWAL BENEFIT (GLWB) RIDER CHARGES                 
(as a percentage of the Benefit Base (Note 2))                              
  GLWB -- maximum charge                                               2.00%

  GLWB -- current charge                                               1.20%

GLWB DEATH BENEFIT RIDER CHARGES (Note 3)                                   
(as a percentage of the GLWB Death Benefit Base (Note 4))                   
  GLWB Death Benefit -- maximum charge                                 1.20%

  GLWB Death Benefit -- current charge                                 0.65%

LIFETIME WITHDRAWAL GUARANTEE RIDER CHARGES                                 
(as a percentage of the Total Guaranteed Withdrawal Amount (Note 5))        
  Lifetime Withdrawal Guarantee                                        1.60%
  (Single Life version) -- maximum charge                                   

  Lifetime Withdrawal Guarantee                                        1.40%
  (Single Life version) -- current charge                                   

  Lifetime Withdrawal Guarantee                                        1.80%
  (Joint Life version) -- maximum charge                                    

  Lifetime Withdrawal Guarantee                                        1.55%

  (Joint Life version) -- current charge                                    


--------------------------------------------------------------------------------

Note 1. You may only elect one living benefit rider at a time. Certain charges
and expenses may not apply during the Income Phase of the contract. (See      
"Expenses -- Lifetime Withdrawal Guarantee and Guaranteed Withdrawal          
Benefit -- Rider Charge.")                                                    

Note 2. On the issue date, the Benefit Base is set at an amount equal to your 
initial Purchase Payment. The Benefit Base is adjusted for subsequent Purchase
Payments and may be adjusted for withdrawals. See "Living Benefits -          
Guaranteed Lifetime Withdrawal Benefit" for a definition of the term Benefit  
Base. The GLWB rider charge may increase upon an Automatic Step-Up, but it    
will not exceed the maximum charge listed in the table. (See "Expenses.")     

Note 3. The GLWB Death Benefit Base may only be elected if the GLWB rider is  
elected. The GLWB Death Benefit is currently not available for purchase in    
Washington.                                                                   

Note 4. On the issue date, the GLWB Death Benefit Base is set at an amount    
equal to your initial Purchase Payment. The GLWB Death Benefit Base is        
adjusted for subsequent Purchase Payments and all withdrawals. See "Living    
Benefits -  Guaranteed Lifetime Withdrawal Benefit -  GLWB Death Benefit" for 
a definition of the term GLWB Death Benefit Base. The GLWB rider charge may   
increase upon an Automatic Step-Up, but it will not exceed the maximum charge 
listed in the table. (See "Expenses.")                                        

Note 5. The Total Guaranteed Withdrawal Amount is initially set at an amount  
equal to your initial Purchase Payment. The Total Guaranteed Withdrawal Amount
may increase with additional Purchase Payments and may be adjusted for        
withdrawals. See "Living Benefits -- Lifetime Withdrawal Guarantee" for a     
definition of the term Total Guaranteed Withdrawal Amount. The Lifetime       
Withdrawal Guarantee rider charges may increase upon an Automatic Annual      
Step-Up, but they will not exceed the maximum charges listed in this table.   
(See "Expenses -- Lifetime Withdrawal Guarantee  -- Rider Charge.")           

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THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED   
BY THE INVESTMENT PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT 
YOU OWN THE CONTRACT. CERTAIN INVESTMENT PORTFOLIOS MAY IMPOSE A REDEMPTION FEE 
IN THE FUTURE. MORE DETAIL CONCERNING EACH INVESTMENT PORTFOLIO'S FEES AND      
EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE INVESTMENT PORTFOLIOS. FOR    
INFORMATION CONCERNING COMPENSATION PAID FOR THE SALE OF THE CONTRACTS, SEE     
"OTHER INFORMATION -- DISTRIBUTOR."                                             

MINIMUM AND MAXIMUM TOTAL ANNUAL INVESTMENT PORTFOLIO OPERATING EXPENSES        

                                                        [Enlarge/Download Table]

                                                                           Minimum  Maximum
                                                                         --------- --------
                                                                                           
TOTAL ANNUAL FUND OPERATING EXPENSES                                                       
(expenses that are deducted from Investment Portfolio assets, including  0.58%     1.54%   
management fees, distribution and/or service (12b-1) fees, and other                       
expenses)                                                                                  

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EXAMPLES                                                                        

THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE    
CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE  
COSTS INCLUDE OWNER TRANSACTION EXPENSES, THE ACCOUNT FEE, SEPARATE ACCOUNT     
ANNUAL EXPENSES, AND INVESTMENT PORTFOLIO FEES AND EXPENSES.                    

THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME        
PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5%       
RETURN EACH YEAR AND ASSUME: (A) MAXIMUM AND (B) MINIMUM FEES AND EXPENSES OF   
ANY OF THE INVESTMENT PORTFOLIOS (BEFORE ANY WAIVER AND/OR REIMBURSEMENT).      
ALTHOUGH YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS,  

YOUR COSTS WOULD BE:                                                            

CHART 1. Chart 1 assumes you select the optional Guaranteed Lifetime Withdrawal 
Benefit (GLWB) rider (assuming the maximum 2.00% charge applies in all Contract 
Years) with the GLWB Death Benefit (assuming the maximum 1.20% charge applies   
in all Contract Years), which is the most expensive way to purchase the         
contract.                                                                       

(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:    

                                                                [Download Table]

                    Time Periods                         
              1 year     3 years     5 years     10 years
             --------   ---------   ---------   ---------
                                                         
maximum       $1,339     $2,184      $3,018      $5,097  
minimum       $1,243     $1,907      $2,576      $4,314  

(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE 
                     APPLICABLE TIME PERIOD:

                                                                [Download Table]

                    Time Periods                         
              1 year     3 years     5 years     10 years
             --------   ---------   ---------   ---------
                                                         
maximum        $539      $1,554      $2,568      $5,097  
minimum        $443      $1,277      $2,126      $4,314  

CHART 2. Chart 2 below assumes that you do not select any optional death        
benefit riders or living benefit riders, which is the least expensive way to    
purchase the contract.                                                          

(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:    

                                                                [Download Table]

                    Time Periods                         
              1 year     3 years     5 years     10 years
             --------   ---------   ---------   ---------
                                                         
maximum       $1,119     $1,544      $1,984      $3,202  
minimum       $1,023     $1,256      $1,504      $2,244  

(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE 
                     APPLICABLE TIME PERIOD:

                                                                [Download Table]

                    Time Periods                         
              1 year     3 years     5 years     10 years
             --------   ---------   ---------   ---------
                                                         
maximum        $319        $914      $1,534      $3,202  
minimum        $223        $626      $1,054      $2,244  

The Examples should not be considered a representation of past or future        
expenses or annual rates of return of any Investment Portfolio. Actual expenses 
and annual rates of return may be more or less than those assumed for the       
purpose of the Examples. Condensed financial information (Accumulation Unit     
value information) is not available because the contract was not offered for    
sale prior to June 27, 2016, and therefore there are no Accumulation Units      
outstanding as of the date of this prospectus.                                  

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1. THE ANNUITY CONTRACT                                                         

This prospectus describes the Variable Annuity Contract offered by us.          

The variable annuity contract is a contract between you as the Owner, and us,   
the insurance company, where we promise to pay an income to you, in the form of 
Annuity Payments, beginning on a designated date that you select. Until you     
decide to begin receiving Annuity Payments, your annuity is in the Accumulation 
Phase. If you die during the Accumulation Phase, your Beneficiary (or           
Beneficiaries) will receive the death benefit under your contract (see "Death   
Benefit" for more information). Once you begin receiving Annuity Payments, your 
contract switches to the Income Phase. There is no death benefit during the     
Income Phase; however, depending on the Annuity Option you elect, any remaining 
guarantee (i.e., cash refund amount or guaranteed Annuity Payments) will be     
paid to your Beneficiary (or Beneficiaries) (see "Annuity Payments (The Income  
Phase)" for more information).                                                  

The contract benefits from tax deferral. Tax deferral means that you are not    
taxed on earnings or appreciation on the assets in your contract until you take 
money out of your contract. For any tax qualified account (e.g., an IRA), the   
tax deferred accrual feature is provided by the tax qualified retirement plan.  
Therefore, there should be reasons other than tax deferral for acquiring the    
contract within a qualified plan. (See "Federal Income Tax Status.")            

The contract is called a variable annuity because you can choose among the      
Investment Portfolios and, depending upon market conditions, you can make or    
lose money in any of these portfolios. If you select the variable annuity       
portion of the contract, the amount of money you are able to accumulate in your 
contract during the Accumulation Phase depends upon the investment performance  
of the Investment Portfolio(s) you select. The amount of the Annuity Payments   
you receive during the Income Phase from the variable annuity portion of the    
contract also depends, in part, upon the investment performance of the          
Investment Portfolio(s) you select for the Income Phase. We do not guarantee    
the investment performance of the variable annuity portion. You bear the full   
investment risk for all amounts allocated to the variable annuity portion.      
However, there are certain optional features that provide guarantees that can   
reduce your investment risk (see "Living Benefits").                            

In most states, the contract also contains a Fixed Account option (contact your 
registered representative regarding your state). The Fixed Account is part of   
our general account and offers an interest rate that is guaranteed by us. The   
minimum interest rate depends on the date your contract is issued but will not  
be less than 1%. Your registered representative can tell you the current and    
minimum interest rates that apply. Because of exemptive and exclusionary        
provisions, interests in the Fixed Account have not been registered under the   
Securities Act of 1933, and neither the Fixed Account nor the general account   
has been registered as an investment company under the Investment Company Act   
of 1940. If you select the Fixed Account, your money will be placed with our    
other general account assets, and the amount of money you are able to           
accumulate in your contract during the Accumulation Phase depends upon the      
total interest credited to your contract. The Fixed Account is part of our      
general account. Our general account consists of all assets owned by us other   
than those in the Separate Account and our other separate accounts. We have     
sole discretion over the investment of assets in the general account. If you    
select a fixed Annuity Payment option during the Income Phase, payments are     
made from our general account assets. All guarantees as to Purchase Payments or 
Account Value allocated to the Fixed Account, interest credited to the Fixed    
Account, and fixed Annuity Payments are subject to our financial strength and   
claims-paying ability.                                                          

The amount of the Annuity Payments you receive during the Income Phase from a   
fixed Annuity Payment option of the contract will remain level for the entire   
Income Phase. (Please see "Annuity Payments (The Income Phase)" for more        
information.)                                                                   

As Owner of the contract, you exercise all interests and rights under the       
contract. You can change the Owner at any time, subject to our underwriting     
rules (a change of ownership may terminate certain optional riders). The        
contract may be owned generally by Joint Owners (limited to two natural         
persons). We provide more information on this under "Other                      
Information -- Ownership."                                                      

All contract provisions will be interpreted and administered in accordance with 
the requirements of the Internal Revenue Code (the "Code"). Any Code references 
to "spouses" include those persons who are married spouses under state law,     
regardless of sex.                                                              

2. PURCHASE                                                                     

The maximum issue age for the contract and certain of its riders may be reduced 
in connection with the offer of the                                             

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contract through certain broker dealers ("selling firms"). In connection with   
the offer of the contract through certain selling firms, minimum issue ages for 
the contract and certain of its riders may also be imposed. You should discuss  
this with your registered representative.                                       

We reserve the right to reject any application.                                 

PURCHASE PAYMENTS                                                               

A Purchase Payment is the money you give us to invest in the contract. The      
initial Purchase Payment is due on the date the contract is issued. You may     
also be permitted to make subsequent Purchase Payments. Initial and subsequent  
Purchase Payments are subject to certain requirements. These requirements are   
explained below. We may restrict your ability to make subsequent Purchase       
Payments. The manner in which subsequent Purchase Payments may be restricted is 
discussed below.                                                                

GENERAL REQUIREMENTS FOR PURCHASE PAYMENTS. The following requirements apply to 
initial and subsequent Purchase Payments:                                       

o  The minimum initial Purchase Payment we will accept is $5,000. The selling   
    firm to which your account representative is associated requires a minimum
  initial Purchase Payment of $10,000 for contracts that are not purchased
pursuant to an exchange from a life insurance or annuity product. The 
minimum initial Purchase Payment accepted by the selling firm for an  
exchange of a life insurance or annuity product pursuant to Internal  
Revenue Code Section 1035 is $5,000.                                  

o  The maximum total Purchase Payments for the contract is $1,000,000, without  
prior approval from us.                                               

o  The minimum subsequent Purchase Payment is $500 unless you have elected an   
electronic funds transfer program approved by us, in which case the   
minimum subsequent Purchase Payment is $100 per month.                

o  We will accept a different amount if required by federal tax law.            

o  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. (See "Access to Your
Money.")                                                              

o  We will not accept Purchase Payments made with cash, money orders, or        
travelers checks.                                                     

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. We may restrict your ability to   
make subsequent Purchase Payments. We will notify you in advance if we impose   
restrictions on subsequent Purchase Payments. You and your financial            
representative should carefully consider whether our ability to restrict        
subsequent Purchase Payments is consistent with your investment objectives.     

o  We reserve the right to reject any Purchase Payment and to limit future      
 Purchase Payments. This means that we may restrict your ability to make
subsequent Purchase Payments for any reason, subject to applicable    
    requirements in your state. We may make certain exceptions to restrictions
on subsequent Purchase Payments in accordance with our established    
administrative procedures.                                            

o  The GLWB rider has potential restrictions on subsequent Purchase Payments    
that are described in more detail below. For more information, see    
"Investment Allocation Restrictions for Certain Riders."              

TERMINATION FOR LOW ACCOUNT VALUE                                               

We may terminate your contract by paying you the Account Value in one sum if,   
prior to the Annuity Date, you do not make Purchase Payments for two            
consecutive Contract Years, the total amount of Purchase Payments made, less    
any partial withdrawals, is less than $2,000 or any lower amount required by    
federal tax laws, and the Account Value on or after the end of such two year    
period is less than $2,000. (A Contract Year is defined as a one-year period    

starting on the date the contract is issued and on each contract anniversary    
thereafter.) Accordingly, no contract will be terminated due solely to negative 
investment performance. Federal tax law may impose additional restrictions on   
our right to cancel your Traditional IRA, Roth IRA, SEP, SIMPLE IRA or other    
Qualified Contract. We will not terminate the contract if it includes a         
Lifetime Withdrawal Guarantee rider. In addition, we will not terminate any     
contract that includes a Guaranteed Lifetime Withdrawal Benefit rider or any    
guaranteed death benefit if at the time the termination would otherwise occur   
the Benefit Base of the Guaranteed Lifetime Withdrawal Benefit rider, or the    
guaranteed amount under any death benefit, is greater than the                  

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Account Value. For all other contracts, we reserve the right to exercise this   
termination provision, subject to obtaining any required regulatory approvals.  

ALLOCATION OF PURCHASE PAYMENTS                                                 

When you purchase a contract, we will allocate your Purchase Payment to the     
Fixed Account and/or any of the Investment Portfolios you have selected. You    
may not choose more than 18 Investment Portfolios (including the Fixed Account) 
at the time your initial Purchase Payment is allocated. Each allocation must be 
at least $500 and must be in whole numbers.                                     

We have reserved the right to restrict payments to the Fixed Account if any of  
the following conditions exist:                                                 

o  the credited interest rate on the Fixed Account is equal to the guaranteed   
minimum rate indicated in your contract; or                           

o  your Account Value in the Fixed Account equals or exceeds our published      
maximum for Fixed Account allocation (currently, there is no limit; we
will notify you of any such maximum allocation limit); or             

o  a transfer was made out of the Fixed Account within the previous 180 days.   

Once we receive your Purchase Payment and the necessary information (or a       
designee receives a payment and the necessary information in accordance with    
the designee's administrative procedures), we will issue your contract and      
allocate your first Purchase Payment within 2 Business Days. A Business Day is  
each day that the New York Stock Exchange is open for business. A Business Day  
closes at the close of normal trading on the New York Stock Exchange, usually   
4:00 p.m. Eastern Time. If you do not give us all of the information we need,   
we will contact you to get it before we make any allocation. If for some reason 
we are unable to complete this process within 5 Business Days, we will either   
send back your money or get your permission to keep it until we get all of the  
necessary information. (See "Other Information -- Requests and Elections.")     

We may restrict the investment options available to you if you select certain   
optional riders. These restrictions are intended to reduce the risk of          
investment losses that could require us to use our own assets to pay amounts    
due under the selected optional rider.                                          

In the future, we may change the investment options that are available to you   
if you select certain optional riders. If you elect an optional rider and we    
later remove an investment option from the group of investment options          
available under that rider, you will not be required to reallocate Purchase     
Payments or Account Value that you had previously allocated to that investment  
option. However, you may not be able to allocate new Purchase Payments or       
transfer Account Value to that investment option.                               

If you make additional Purchase Payments, we will allocate them in the same way 
as your first Purchase Payment unless you tell us otherwise. However, if you    
make an additional Purchase Payment while a Dollar Cost Averaging (DCA) program 
is in effect, we will not allocate the additional Purchase Payment to the DCA   
program, unless you tell us to do so. Instead, unless you give us other         
instructions, we will allocate the additional Purchase Payment directly to the  
same destination Investment Portfolios you selected under the DCA program. (See 
"Investment Options -- Dollar Cost Averaging Program.") You may change your     
allocation instructions at any time by notifying us in writing, by calling us   
or by Internet. You may not choose more than 18 Investment Portfolios           
(including the Fixed Account) at the time you submit a subsequent Purchase      
Payment. If you wish to allocate the payment to more than 18 Investment         
Portfolios (including the Fixed Account), we must have your request to allocate 
future Purchase Payments to more than 18 Investment Portfolios on record before 
we can apply your subsequent Purchase Payment to your chosen allocation. If     
there are Joint Owners, unless we are instructed to the contrary, we will       
accept allocation instructions from either Joint Owner.                         

We reserve the right to make certain changes to the Investment Portfolios. (See 
"Investment Options -- Substitution of Investment Options.")                    

INVESTMENT ALLOCATION RESTRICTIONS FOR CERTAIN RIDERS                           

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR THE GLWB      

If you elect the GLWB rider, you must comply with certain investment allocation 
restrictions. Specifically, you must allocate according to Platform 1 and       
Platform 2 below. If you elect the GLWB, you may not participate in the Dollar  
Cost Averaging (DCA) program.                                                   

Platform 1                                                                      
----------                                                                      

You must allocate:                                                              

o  a minimum of 80% of your Purchase Payments or Account Value among the AB     
Global Dynamic                                                        

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 Allocation Portfolio, Allianz Global Investors Dynamic Multi-Asset Plus
Portfolio, AQR Global Risk Balanced Portfolio, Barclays Aggregate Bond
  Index Portfolio, BlackRock Global Tactical Strategies Portfolio, Invesco
Balanced-Risk Allocation Portfolio, JPMorgan Global Active Allocation 
  Portfolio, MetLife Balanced Plus Portfolio, MetLife Multi-Index Targeted
Risk Portfolio, PanAgora Global Diversified Risk Portfolio, Pyramis(R)
Government Income Portfolio, Pyramis (R) Managed Risk Portfolio, and  
Schroders Global Multi-Asset Portfolio.                               

AND                                                                             

Platform 2                                                                      
----------                                                                      

You may allocate:                                                               

o  a maximum of 20% of Purchase Payments or Account Value among the American    
Funds (R) Balanced Allocation Portfolio, American Funds (R) Moderate  
    Allocation Portfolio, MetLife Asset Allocation 20 Portfolio, MetLife Asset
  Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, and SSGA
Growth and Income ETF Portfolio.                                      

The investment choices listed in Platform 1 above (other than the Barclays      
Aggregate Bond Index Portfolio and the Pyramis(R) Government Income Portfolio)  
have investment strategies intended in part to reduce the risk of investment    
losses that could require us to use our own assets to make payments in          
connection with the guarantees under the GLWB rider. For example, certain of    
the investment portfolios are managed in a way that is intended to minimize     
volatility of returns and hedge against the effects of interest rate changes.   
Other investment options that are available if the GLWB rider is not selected   
may offer the potential for higher returns. Before you select a GLWB rider, you 
and your financial representative should carefully consider whether the         
investment choices available with the GLWB rider meet your investment           
objectives and risk tolerance. See "Improvement Options" below for information  
about Investment Options that employ a managed volatility strategy.             

Restrictions on Investment Allocations After the GLWB Rider Terminates. If you  
elected the GLWB rider and it terminates, the investment allocation             
restrictions described above will no longer apply and you will be permitted to  
allocate subsequent Purchase Payments or transfer Account Value to any of the   
available Investment Portfolios, but not to the Fixed Account. For information  
on the termination of the GLWB rider, see the description of the GLWB in the    
"Living Benefits -- Guaranteed Lifetime Withdrawal Benefit" section.            

Subsequent Purchase Payments. Subsequent Purchase Payments must be allocated in 
accordance with the above investment allocation restrictions.                   

YOUR PURCHASE PAYMENTS AND TRANSFER REQUESTS MUST BE ALLOCATED IN ACCORDANCE    
WITH THE ABOVE INVESTMENT ALLOCATION RESTRICTIONS. WE WILL REJECT ANY PURCHASE  
PAYMENTS OR TRANSFER REQUESTS THAT DO NOT COMPLY WITH THE ABOVE INVESTMENT      
ALLOCATION RESTRICTIONS.                                                        

Rebalancing. We will rebalance your Account Value on a quarterly basis based on 
your most recent allocation of Purchase Payments that complies with the         
investment allocation restrictions described above. We will also rebalance your 
Account Value when we receive a subsequent Purchase Payment that is accompanied 
by new allocation instructions (in addition to the quarterly rebalancing). We   
will first rebalance your Account Value on the date that is three months from   
the rider issue date; provided however, if a quarterly rebalancing date occurs  
on the 29th, 30th or 31st of a month, we will instead rebalance on the first    
day of the following month. We will subsequently rebalance your Account Value   
on each quarter thereafter on the same day. In addition, if a quarterly         
rebalancing date is not a business day, the reallocation will occur on the next 
business day. Withdrawals from the contract will not result in rebalancing on   
the date of withdrawal.                                                         

Changing Allocation Instructions. You may change your Purchase Payment          
allocation instructions at any time by providing notice to us at our Annuity    
Service Center, or any other method acceptable to us, provided that such        
instructions comply with the investment allocation restrictions described       
above. If you provide new allocation instructions for Purchase Payments and if  
these instructions conform to the allocation limits described above, then we    
will rebalance in accordance with the revised allocation instructions. Any      
future Purchase Payment and quarterly rebalancing allocations will be           
automatically updated in accordance with these new instructions.                

Transfers. Please note that any transfer request must result in an Account      
Value that meets the investment allocation restrictions described above. Any    
transfer request will not cause your allocation instructions to change unless   
you provide us with separate instructions at the time of transfer.              

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GLWB Additional Information. We will determine whether an investment option is  
classified as a Platform 1 or Platform 2 Investment Portfolio. We may determine 
or change the classification of an investment option in the event an investment 
option is added, deleted, substituted, merged or otherwise reorganized. In that 
case, any change in classification will only take effect as to your contract in 
the event you make a new Purchase Payment or request a transfer among           
investment options. We will provide you with prior written notice of any        
changes in classification of investment options.                                

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. In the future, we may   
choose to not permit owners of existing contracts with the GLWB rider to make   
subsequent Purchase Payments if: (a) that GLWB rider is no longer available to  
new customers, or (b) we make certain changes to the terms of that GLWB rider   
offered to new customers (for example, if we change the rider charge; see your  
contract schedule for a list of the other changes). We will notify owners of    
contracts with the GLWB rider in advance if we impose restrictions on           
subsequent Purchase Payments. If we impose restrictions on subsequent Purchase  
Payments, contract Owners will still be permitted to transfer Account Value     
among the investment choices listed above. Restrictions on subsequent Purchase  
Payments will remain in effect until the GLWB rider is terminated unless we     
provide advance written notice to you otherwise.                                

For contracts issued in all states, if we have imposed restrictions on          
-----------------------------------                                             
subsequent Purchase Payments on your contract, we will permit you to make a     
subsequent Purchase Payment when either of the following conditions apply to    
your contract: (a) your Account Value is below the minimum described in         
"Purchase -- Termination for Low Account Value"; or (b) the rider charge is     
greater than your Account Value.                                                

INVESTMENT ALLOCATION RESTRICTIONS -- CALIFORNIA FREE LOOK REQUIREMENTS FOR     
PURCHASERS AGE 60 AND OVER. If you elect a GLWB rider and you are a California  
purchaser aged 60 and older, you may allocate your Purchase Payments to the     
BlackRock Ultra-Short Term Bond Portfolio during the Free Look period. After    
the Free Look expires, your Account Value will automatically be transferred to  
one or more of the Investment Portfolios listed above, according to the         
allocation instructions you have given us. If you allocate your Purchase        
Payments to the BlackRock Ultra-Short Term Bond Portfolio and the contract is   
cancelled during the Free Look period, we will give you back your Purchase      
Payments. If you do not allocate your Purchase Payments to BlackRock            
Ultra-Short Term Bond Portfolio and the contract is cancelled during the Free   
Look, you will only be entitled to a refund of the contract's Account Value,    
which may be less than the Purchase Payments made to the contract. (See "Free   
Look" for more information.)                                                    

FREE LOOK                                                                       

If you change your mind about owning this contract, you can cancel it within 10 
days after receiving it (or the period required in your state). We ask that you 
submit your request to cancel in writing, signed by you, to our Annuity Service 
Center. When you cancel the contract within this Free Look period, we will not  
assess a withdrawal charge. Unless otherwise required by state law, you will    
receive back whatever your contract is worth on the day we receive your         
request. This may be more or less than your Purchase Payment depending upon the 
performance of the Investment Portfolios (and any interest credited by the      
Fixed Account, if applicable) according to your Purchase Payment allocation     
during the Free Look period. This means that you bear the risk of any decline   
in the value of your contract due to Investment Portfolio performance during    
the Free Look period. We do not refund any charges or deductions assessed       
during the Free Look period. In certain states, we are required to give you     
back your Purchase Payment if you decide to cancel your contract during the     
Free Look period.                                                               

ACCUMULATION UNITS                                                              

The portion of your Account Value allocated to the Separate Account will go up  
or down depending upon the investment performance of the Investment             
Portfolio(s) you choose. In order to keep track of this portion of your Account 
Value, we use a unit of measure we call an Accumulation Unit. (An Accumulation  
Unit works like a share of a mutual fund.) In addition to the investment        
performance of the Investment Portfolio, the deduction of Separate Account      
charges also affects an Investment Portfolio's Accumulation Unit value, as      
explained below.                                                                

Every Business Day as of the close of the New York Stock Exchange (generally    
4:00 p.m. Eastern Time), we determine the value of an Accumulation Unit for     
each of the Investment Portfolios by multiplying the Accumulation Unit value    
for the immediately preceding Business Day by a                                 

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factor for the current Business Day. The factor is determined by:               

1) dividing the net asset value per share of the Investment Portfolio at the    
  end of the current Business Day, plusany dividend or capital gains per
   share declared on behalf of the Investment Portfolio as of that day, by
the net asset value per share of the Investment Portfolio for the   
previous Business Day, and                                          

2) multiplying it by one minus the Separate Account product charges (including  
any rider charge for the Annual Step-Up Death Benefit and/or the    
   Additional Death Benefit -- Earnings Preservation Benefit) for each day
since the last Business Day and any charges for taxes.              

The value of an Accumulation Unit may go up or down from day to day.            

When you make a Purchase Payment, we credit your contract with Accumulation     
Units. The number of Accumulation Units credited is determined by dividing the  
amount of the Purchase Payment allocated to an Investment Portfolio by the      
value of the Accumulation Unit for that Investment Portfolio.                   

Purchase Payments and transfer requests are credited to a contract on the basis 

of the Accumulation Unit value next determined after receipt of a Purchase      

Payment or transfer request. Purchase Payments or transfer requests received    

before the close of the New York Stock Exchange will be credited to your        
------                                                                          
contract that day, after the New York Stock Exchange closes. Purchase Payments  

or transfer requests received after the close of the New York Stock Exchange,   
-----               
or on a day when the New York Stock Exchange is not open, will be treated as    
received on the next day the New York Stock Exchange is open (the next Business 
Day).                                                                           

EXAMPLE:                                                                        

On Monday we receive an additional Purchase Payment of $5,000 from you    
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
MFS(R) Research International Portfolio. When the New York Stock Exchange 
closes on that Monday, we determine that the value of an Accumulation Unit
for the MFS(R) Research International Portfolio is $13.90. We then divide 
$5,000 by $13.90 and credit your contract on Monday night with 359.71     
Accumulation Units for the MFS(R) Research International Portfolio.       

ACCOUNT VALUE                                                                   

Account Value is equal to the sum of your interests in the Investment           
Portfolios and the Fixed Account. Your interest in each Investment Portfolio is 
determined by multiplying the number of Accumulation Units for that portfolio   
by the value of the Accumulation Unit.                                          

REPLACEMENT OF CONTRACTS                                                        

EXCHANGE PROGRAMS. From time to time we may offer programs under which certain  
fixed or variable annuity contracts previously issued by us or one of our       
affiliates may be exchanged for the contracts offered by this prospectus.       
Currently, with respect to exchanges from certain of our variable annuity       
contracts to this contract, an existing contract is eligible for exchange if a  
withdrawal from, or surrender of, the contract would not trigger a withdrawal   
charge. The Account Value of this contract attributable to the exchanged assets 
will not be subject to any withdrawal charge. Any additional Purchase Payments  
contributed to the new contract will be subject to all fees and charges,        
including the withdrawal charge described in this prospectus. You should        
carefully consider whether an exchange is appropriate for you by comparing the  
death benefits, living benefits, and other guarantees provided by the contract  
you currently own to the benefits and guarantees that would be provided by the  
new contract offered by this prospectus. Then, you should compare the fees and  
charges (for example, the death benefit charges, the living benefit charges,    
and the mortality and expense charge) of your current contract to the fees and  
charges of the new contract, which may be higher than your current contract.    
The programs we offer will be made available on terms and conditions determined 
by us, and any such programs will comply with applicable law. We believe the    
exchanges will be tax free for federal income tax purposes; however, you should 
consult your tax adviser before making any such exchange.                       

OTHER EXCHANGES. Generally you can exchange one variable annuity contract for   
another in a tax-free exchange under Section 1035 of the Internal Revenue Code. 
Before making an exchange, you should compare both annuities carefully. If you  
exchange another annuity for the one described in this prospectus, unless the   
exchange occurs under one of our exchange programs as described above, you      
might have to pay a withdrawal charge on your old annuity, and there will be a  
new withdrawal charge period for this contract. Other charges may be higher (or 
lower) and the benefits may be different. Also, because we will not             

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issue the contract until we have received the initial premium from your         
existing insurance company, the issuance of the contract may be delayed.        
Generally, it is not advisable to purchase a contract as a replacement for an   
existing variable annuity contract. Before you exchange another annuity for our 
contract, ask your registered representative whether the exchange would be      
advantageous, given the contract features, benefits and charges.                

OWNING MULTIPLE CONTRACTS                                                       

You may be considering purchasing this contract when you already own a variable 
annuity contract. You should carefully consider whether purchasing an           
additional contract in this situation is appropriate for you by comparing the   
features of the contract you currently own, including the death benefits,       
living benefits, and other guarantees provided by the contract, to the features 
of this contract. You should also compare the fees and charges of your current  
contract to the fees and charges of this contract, which may be higher than     
your current contract. You may also wish to discuss purchasing a contract in    
these circumstances with your registered representative.                        

3. INVESTMENT OPTIONS                                                           

The contract offers 57 Investment Portfolios, which are listed below.           
Additional Investment Portfolios may be available in the future.                

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.    
YOU CAN OBTAIN COPIES OF THE FUND PROSPECTUSES BY CALLING OR WRITING TO US AT:  
METLIFE INSURANCE COMPANY USA, VARIABLE AND FIXED ANNUITY PRODUCTS, P.O. BOX    
10426, DES MOINES, IOWA 50306-0426, (888) 556-5412. YOU CAN ALSO OBTAIN         
INFORMATION ABOUT THE FUNDS (INCLUDING A COPY OF THE STATEMENT OF ADDITIONAL    
INFORMATION) BY ACCESSING THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT   
HTTP://                                                                         

WWW.SEC.GOV. APPENDIX A CONTAINS A SUMMARY OF ADVISERS, SUBADVISERS, AND        
INVESTMENT OBJECTIVES FOR EACH INVESTMENT PORTFOLIO.                            

The investment objectives and policies of certain of the Investment Portfolios  
may be similar to the investment objectives and policies of other mutual funds  
that certain of the Investment Portfolios' investment advisers manage. Although 
the objectives and policies may be similar, the investment results of the       
Investment Portfolios may be higher or lower than the results of such other     
mutual funds. The investment advisers cannot guarantee, and make no             
representation, that the investment results of similar funds will be comparable 
even though the funds may have the same investment advisers.                    

Shares of the Investment Portfolios may be offered to insurance company         
separate accounts of both variable annuity and variable life insurance          
contracts and to qualified plans. Due to differences in tax treatment and other 
considerations, the interests of various Owners participating in, and the       
interests of qualified plans investing in the Investment Portfolios may         
conflict. The Investment Portfolios will monitor events in order to identify    
the existence of any material irreconcilable conflicts and determine what       
action, if any, should be taken in response to any such conflict.               

The Investment Portfolios listed below are managed in a way that is intended to 
minimize volatility of returns (referred to as a "managed volatility            
strategy"):                                                                     

(a)        AB Global Dynamic Allocation Portfolio                         

(b)        Allianz Global Investors Dynamic Multi-Asset Plus Portfolio    

(c)        AQR Global Risk Balanced Portfolio                             

(d)        BlackRock Global Tactical Strategies Portfolio                 

(e)        Invesco Balanced-Risk Allocation Portfolio                     

(f)        JPMorgan Global Active Allocation Portfolio                    

(g)        MetLife Balanced Plus Portfolio                                

(h)        MetLife Multi-Index Targeted Risk Portfolio                    

(i)        PanAgora Global Diversified Risk Portfolio                     

(j)        Pyramis(R) Managed Risk Portfolio                              

(k)        Schroders Global Multi-Asset Portfolio                         

Stock prices fluctuate, sometimes rapidly and dramatically, due to factors      
affecting individual companies, particular industries or sectors or general     
market conditions. Bond prices may fluctuate because they move in the opposite  
direction of interest rates. Foreign investing carries additional risks such as 
currency and market volatility. A managed volatility strategy is designed to    
reduce volatility of returns to the above Investment Portfolios from investing  
in stocks and bonds. This strategy seeks to reduce such volatility by           
"smoothing" returns, which may result in an Investment Portfolio outperforming  
the general securities market during periods of flat or negative market         
performance, and underperforming the general securities                         

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market during periods of positive market performance. This means that in        
periods of high market volatility, this managed volatility strategy could limit 
your participation in market gains; this may conflict with your investment      
objectives by limiting your ability to maximize potential growth of your        
Account Value and, in turn, the value of any guaranteed benefit that is tied to 
investment performance. Other Investment Portfolios may offer the potential for 
higher returns.                                                                 

If you elect certain optional riders, you will be subject to investment         
allocation restrictions that include these Investment Portfolios. This is       
intended in part to reduce the risk of investment losses that could require us  
to use our own assets to make payments in connection with the guarantees under  
those riders. You pay an additional fee for a guaranteed benefit which, in      
part, pays for protecting the rider benefit base from investment losses. Since  
the rider benefit base does not decrease as a result of investment losses, a    
managed volatility strategy might not provide meaningful additional benefit to  
you. Please see the Investment Portfolio prospectuses for more information in   
general, as well as more information about the managed volatility strategy.     

CERTAIN PAYMENTS WE RECEIVE WITH REGARD TO THE INVESTMENT PORTFOLIOS. An        
investment adviser (other than our affiliate MetLife Advisers, LLC) or          
subadviser of an Investment Portfolio, or its affiliates, may make payments to  
us and/or certain of our affiliates. These payments may be used for a variety   
of purposes, including payment of expenses for certain administrative,          
marketing, and support services with respect to the contracts and, in our role  
as an intermediary, with respect to the Investment Portfolios. We and our       
affiliates may profit from these payments. These payments may be derived, in    
whole or in part, from the advisory fee deducted from Investment Portfolio      
assets. Contract Owners, through their indirect investment in the Investment    
Portfolios, bear the costs of these advisory fees (see the prospectuses for the 
Investment Portfolios for more information). The amount of the payments we      
receive is based on a percentage of assets of the Investment Portfolios         
attributable to the contracts and certain other variable insurance products     
that we and our affiliates issue. These percentages differ and some advisers or 
subadvisers (or their affiliates) may pay us more than others. These            
percentages currently range up to 0.50%.                                        

Additionally, an investment adviser (other than our affiliate MetLife Advisers, 
LLC) or subadviser of an Investment Portfolio or its affiliates may provide us  
with wholesaling services that assist in the distribution of the contracts and  
may pay us and/or certain of our affiliates amounts to participate in sales     
meetings. These amounts may be significant and may provide the adviser or       
subadviser (or its affiliate) with increased access to persons involved in the  
distribution of the contracts.                                                  

We and/or certain of our affiliated insurance companies have joint ownership    
interests in our affiliated investment adviser, MetLife Advisers, LLC, which is 
formed as a "limited liability company." Our ownership interests in MetLife     
Advisers, LLC entitle us to profit distributions if the adviser makes a profit  
with respect to the advisory fees it receives from the Investment Portfolios.   
We will benefit accordingly from assets allocated to the Investment Portfolios  
to the extent they result in profits to the adviser. (See "Fee Tables and       
Examples -- Investment Portfolio Expenses" for information on the management    
fees paid by the Investment Portfolios and the Statement of Additional          
Information for the Investment Portfolios for information on the management     
fees paid by the adviser to the subadvisers.)                                   

Certain Investment Portfolios have adopted a Distribution Plan under Rule 12b-1 
of the Investment Company Act of 1940. (See "Fee Tables and                     
Examples -- Investment Portfolio Expenses" for the amounts of the 12b-1 fees.)  
An Investment Portfolio's 12b-1 Plan, if any, is described in more detail in    
the Investment Portfolio's prospectus. Any payments we receive pursuant to      
those 12b-1 Plans are paid to us or our distributor. (See "Other                
Information -- Distributor" for more information.) Payments under an Investment 
Portfolio's 12b-1 Plan decrease the Investment Portfolio's investment return.   

We select the Investment Portfolios offered through this contract based on a    
number of criteria, including asset class coverage, the strength of the         
adviser's or subadviser's reputation and tenure, brand recognition,             
performance, and the capability and qualification of each investment firm.      
Another factor we consider during the selection process is whether the          
Investment Portfolio's adviser or subadviser is one of our affiliates or        
whether the Investment Portfolio, its adviser, its subadviser(s), or an         
affiliate will make payments to us or our affiliates. In this regard, the       
profit distributions we receive from our affiliated investment advisers are a   
component of the total revenue that we consider in configuring the features and 
investment choices available in the variable insurance products that we and our 
affiliated insurance companies issue. Since we and our affiliated insurance     
companies may                                                                   

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benefit more from the allocation of assets to portfolios advised by our         
affiliates than to those that are not, we may be more inclined to offer         
portfolios advised by our affiliates in the variable insurance products we      
issue. We review the Investment Portfolios periodically and may remove an       
Investment Portfolio or limit its availability to new Purchase Payments and/or  
transfers of Account Value if we determine that the Investment Portfolio no     
longer meets one or more of the selection criteria, and/or if the Investment    
Portfolio has not attracted significant allocations from contract Owners. In    
some cases, we have included Investment Portfolios based on recommendations     
made by selling firms. These selling firms may receive payments from the        
Investment Portfolios they recommend (including through inclusion of Investment 
Portfolios in any asset allocation models they develop) and may benefit         
accordingly from the allocation of Account Value to such Investment Portfolios. 

WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY     
PARTICULAR INVESTMENT PORTFOLIO. YOU BEAR THE RISK OF ANY DECLINE IN THE        
ACCOUNT VALUE OF YOUR CONTRACT RESULTING FROM THE PERFORMANCE OF THE INVESTMENT 
PORTFOLIOS YOU HAVE CHOSEN.                                                     

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) (SERIES II)     

AIM Variable Insurance Funds (Invesco Variable Insurance Funds) is a mutual     
fund with multiple portfolios. Invesco Advisers, Inc. is the investment adviser 
to each portfolio. The following portfolios are available under the contract:   

Invesco V.I. Equity and Income Fund                                   

Invesco V.I. International Growth Fund                                

AMERICAN FUNDS INSURANCE SERIES(R) (CLASS 4)                                    

American Funds Insurance Series(R) is a mutual fund with multiple portfolios.   
Capital Research and Management Company is the investment adviser to each       
portfolio. The following portfolios are available under the contract:           

American Funds Bond Fund                                              

American Funds Global Growth Fund                                     

American Funds Global Small Capitalization Fund                       

American Funds Growth-Income Fund                                     

FIDELITY(R) VARIABLE INSURANCE PRODUCTS (SERVICE CLASS 2)                       

Fidelity(R) Variable Insurance Products is a mutual fund with multiple          
portfolios. Fidelity Management & Research Company is the investment manager.   
(See Appendix A for the name of the subadviser.) The following portfolios are   
available under the contract:                                                   

Contrafund(R) Portfolio                                               

Mid Cap Portfolio                                                     

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (CLASS 2)                  

Franklin Templeton Variable Insurance Products Trust is a mutual fund with      
multiple portfolios. Templeton Investment Counsel, LLC is the investment        
adviser to each portfolio. The following portfolios are available under the     
contract:                                                                       

Franklin Income VIP Fund                                              

Franklin Mutual Shares VIP Fund                                       

Franklin Small Cap Value VIP Fund                                     

Templeton Global Bond VIP Fund                                        

LEGG MASON PARTNERS VARIABLE EQUITY TRUST (CLASS II)                            

Legg Mason Partners Variable Equity Trust is a mutual fund with multiple        
portfolios. Legg Mason Partners Fund Advisor, LLC is the investment adviser to  
each portfolio. Legg Mason Partners Fund Advisor, LLC has engaged subadvisers   
to provide investment advice for the individual Investment Portfolios. (See     
Appendix A for the names of the subadvisers.) The following portfolios are      
available under the contract:                                                   

ClearBridge Variable Aggressive Growth Portfolio                      

ClearBridge Variable Appreciation Portfolio                           

ClearBridge Variable Dividend Strategy Portfolio                      

ClearBridge Variable Small Cap Growth Portfolio                       

LEGG MASON PARTNERS VARIABLE INCOME TRUST (CLASS II)                            

Legg Mason Partners Variable Income Trust is a mutual fund with multiple        
portfolios. Legg Mason Partners Fund Advisor, LLC is the investment adviser to  
the each portfolio. Legg Mason Partners Fund Advisor, LLC has engaged           
subadvisers to provide investment advice for the individual Investment          
Portfolios. (See Appendix A for the names of the subadvisers.) The following    
portfolio is available under the contract:                                      

Western Asset Variable Global High Yield Bond Portfolio               

MET INVESTORS SERIES TRUST                                                      

Met Investors Series Trust is a mutual fund with multiple portfolios. MetLife   
Advisers, LLC (MetLife Advisers) is the investment manager of Met Investors     
Series Trust. MetLife Advisers has engaged subadvisers to provide investment    

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advice for the individual Investment Portfolios. (See Appendix A for the names  
of the subadvisers.) The following portfolios are available under the contract: 

AB Global Dynamic Allocation Portfolio (Class B)*                     

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio (Class B)*

American Funds(R) Balanced Allocation Portfolio (Class C)+            

American Funds(R) Growth Portfolio (Class C)                          

American Funds(R) Moderate Allocation Portfolio (Class C)+            

AQR Global Risk Balanced Portfolio (Class B)*                         

BlackRock Global Tactical Strategies Portfolio (Class B)*             

BlackRock High Yield Portfolio (Class B)                              

Clarion Global Real Estate Portfolio (Class B)                        

Harris Oakmark International Portfolio (Class B)                      

Invesco Balanced-Risk Allocation Portfolio (Class B)*                 

Invesco Comstock Portfolio (Class B)                                  

Invesco Mid Cap Value Portfolio (Class B)                             

Invesco Small Cap Growth Portfolio (Class B)                          

JPMorgan Global Active Allocation Portfolio (Class B)*                

Loomis Sayles Global Markets Portfolio (Class B)                      

Met/Aberdeen Emerging Markets Equity Portfolio (Class B)              

MetLife Asset Allocation 100 Portfolio (Class B)                      

MetLife Balanced Plus Portfolio (Class B)*                            

MetLife Multi-Index Targeted Risk Portfolio (Class B)*                

MFS(R) Research International Portfolio (Class B)                     

Morgan Stanley Mid Cap Growth Portfolio (Class B)                     

PanAgora Global Diversified Risk Portfolio (Class B)*                 

Pyramis(R) Government Income Portfolio (Class B)*                     

Pyramis(R) Managed Risk Portfolio (Class B)*                          

Schroders Global Multi-Asset Portfolio (Class B)*                     

SSGA Growth and Income ETF Portfolio (Class B)+                       

T. Rowe Price Large Cap Value Portfolio (Class B)                     

METROPOLITAN SERIES FUND                                                        

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers is the investment adviser to the portfolios. MetLife Advisers has      
engaged subadvisers to provide investment advice for the individual Investment  
Portfolios. (See Appendix A for the names of the subadvisers.) The following    
portfolios are available under the contract:                                    

Barclays Aggregate Bond Index Portfolio (Class G)*                    

BlackRock Bond Income Portfolio (Class B)                             

BlackRock Ultra-Short Term Bond Portfolio (Class B)                   

Met/Wellington Core Equity Opportunities Portfolio (Class B)          

MetLife Asset Allocation 20 Portfolio (Class B)+                      

MetLife Asset Allocation 40 Portfolio (Class B)+                      

MetLife Asset Allocation 60 Portfolio (Class B)+                      

MetLife Asset Allocation 80 Portfolio (Class B)                       

   Western Asset Management Strategic Bond Opportunities Portfolio (Class B)

Western Asset Management U.S. Government Portfolio (Class B)          

OPPENHEIMER VARIABLE ACCOUNT FUNDS (SERVICE SHARES)                             

Oppenheimer Variable Account Funds is a mutual fund with multiple portfolios.   
OppenheimerFunds, Inc. is the investment adviser to each portfolio. The         
following portfolio is available under the contract:                            

Oppenheimer Main Street Small Cap Fund(R)/VA                          

PIONEER VARIABLE CONTRACTS TRUST (CLASS II)                                     

Pioneer Variable Contracts Trust is a mutual fund with multiple portfolios.     
Pioneer Investment Management, Inc. is the investment adviser to each           
portfolio. The following portfolio is available under the contract:             

Pioneer Mid Cap Value VCT Portfolio                                   

* If you elect the GLWB rider, you must allocate at least 80% of your     
 Purchase Payments and Account Value among these Investment Portfolios. (See
"Purchase -- Investment Allocation Restrictions for Certain               
 Riders -- Investment Allocation and Other Purchase Payment Restrictions for
the GLWB.") These Investment Portfolios are also available for investment 
if you do not elect the GLWB rider.                                       

+ If you elect the GLWB rider, you are permitted to allocate up to 20% of 
 your Purchase Payments and Account Value among these Investment Portfolios.
(See "Purchase -- Investment Allocation Restrictions for Certain          
 Riders -- Investment Allocation and Other Purchase Payment Restrictions for
the GLWB.") These Investment Portfolios are also available for investment 
if you do not elect the GLWB rider.                                       

INVESTMENT PORTFOLIOS THAT ARE FUNDS-OF-FUNDS                                   

The following Investment Portfolios available within Met Investors Series Trust 
and Metropolitan Series Fund are "funds of funds":                              

American Funds(R) Balanced Allocation Portfolio                       

American Funds(R) Moderate Allocation Portfolio                       

BlackRock Global Tactical Strategies Portfolio                        

MetLife Asset Allocation 20 Portfolio                                 

MetLife Asset Allocation 40 Portfolio                                 

MetLife Asset Allocation 60 Portfolio                                 

MetLife Asset Allocation 80 Portfolio                                 

MetLife Asset Allocation 100 Portfolio                                

MetLife Balanced Plus Portfolio                                       

MetLife Multi-Index Targeted Risk Portfolio                           

Pyramis(R) Managed Risk Portfolio                                     

SSGA Growth and Income ETF Portfolio                                  

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"Fund of funds" Investment Portfolios invest substantially all of their assets  
in other portfolios and/or exchange-traded funds ("Underlying ETFs").           
Therefore, each of these Investment Portfolios will bear its pro rata share of  
the fees and expenses incurred by the underlying portfolios or Underlying ETFs  
in which it invests in addition to its own management fees and expenses. This   
will reduce the investment return of each of the fund of funds Investment       
Portfolios. The expense levels will vary over time, depending on the mix of     
underlying portfolios or Underlying ETFs in which the fund of funds Investment  
Portfolio invests. Contract Owners may be able to realize lower aggregate       
expenses by investing directly in the underlying portfolios and Underlying ETFs 
instead of investing in the fund of funds Investment Portfolios, if such        
underlying portfolios or Underlying ETFs are available under the contract.      
However, no Underlying ETFs and only some of the underlying portfolios are      
available under the contract.                                                   

TRANSFERS                                                                       

GENERAL. You can transfer a portion of your Account Value among the Fixed       
Account and the Investment Portfolios. The contract provides that you can make  
a maximum of 12 transfers every year and that each transfer is made without     
charge. We measure a year from the anniversary of the day we issued your        
contract. We currently allow unlimited transfers but reserve the right to limit 
this in the future. We may also limit transfers in circumstances of frequent or 
large transfers, or other transfers we determine are or would be to the         
disadvantage of other contract Owners. (See "Restrictions on Frequent           
Transfers" and "Restrictions on Large Transfers" below.) We also may be         
required to suspend the right to transfers in certain circumstances (see        
"Access to Your Money -  Suspension of Payments or Transfers"). We are not      
currently charging a transfer fee, but we reserve the right to charge such a    
fee in the future. If such a charge were to be imposed, it would be $25 for     
each transfer over 12 in a year. The transfer fee will be deducted from the     
Investment Portfolio or Fixed Account from which the transfer is made. However, 
if the entire interest in an account is being transferred, the transfer fee     
will be deducted from the amount which is transferred.                          

You can make a transfer to or from any Investment Portfolio or the Fixed        
Account, subject to the limitations below. All transfers made on the same       
Business Day will be treated as one transfer. Transfers received before the     
close of trading on the New York Stock Exchange will take effect as of the end  
of the Business Day. The following apply to any transfer:                       

o  Your request for transfer must clearly state which Investment Portfolio(s)   
or the Fixed Account are involved in the transfer.                    

o  Your request for transfer must clearly state how much the transfer is for.   

o  The minimum amount you can transfer is $500 from an Investment Portfolio, or 
  your entire interest in the Investment Portfolio, if less (this does not
apply to pre-scheduled transfer programs).                            

o  The minimum amount that may be transferred from the Fixed Account is $500,   
  or your entire interest in the Fixed Account. Transfers out of the Fixed
  Account during the Accumulation Phase are limited to the greater of: (a)
  25% of the Fixed Account value at the beginning of the Contract Year, or
   (b) the amount transferred out of the Fixed Account in the prior Contract
    Year. Currently we are not imposing these restrictions on transfers out of
    the Fixed Account, but we have the right to reimpose them at any time. You
   should be aware that, if transfer restrictions are imposed, it may take a
   while (even if you make no additional Purchase Payments or transfers into
   the Fixed Account) to make a complete transfer of your Account Value from
    the Fixed Account. When deciding whether to invest in the Fixed Account it
  is important to consider whether the transfer restrictions fit your risk
tolerance and time horizon.                                           

o  You may not make a transfer to more than 18 Investment Portfolios (including 
   the Fixed Account) at any time if the request is made by telephone to our
  voice response system or by Internet. A request to transfer to more than
18 Investment Portfolios (including the Fixed Account) may be made by 
calling or writing our Annuity Service Center.                        

o  If you have elected to add the GLWB rider to your contract, you may only     
   make transfers between certain Investment Portfolios. Please refer to the
"Purchase -- Investment Allocation Restrictions for Certain Riders"   
section.                                                              

During the Accumulation Phase, to the extent permitted by applicable law,       
during times of drastic economic or market conditions, we may suspend the       
transfer privilege temporarily without notice and treat transfer requests based 
on their separate components (a redemption order                                

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with simultaneous request for purchase of another Investment Portfolio). In     
such a case, the redemption order would be processed at the source Investment   
Portfolio's next determined Accumulation Unit value. However, the purchase of   
the new Investment Portfolio would be effective at the next determined          
Accumulation Unit value for the new Investment Portfolio only after we receive  
the proceeds from the source Investment Portfolio, or we otherwise receive cash 
on behalf of the source Investment Portfolio.                                   

For transfers during the Accumulation Phase, we have reserved the right to      
restrict transfers to the Fixed Account if any one of the following conditions  
exist:                                                                          

o  the credited interest rate on the Fixed Account is equal to the guaranteed   
minimum rate indicated in your contract; or                           

o  your Account Value in the Fixed Account equals or exceeds our published      
maximum for Fixed Account allocation (currently, there is no limit; we
will notify you of any such maximum allocation limit); or             

o  a transfer was made out of the Fixed Account within the previous 180 days.   

During the Income Phase, you cannot make transfers from a fixed Annuity Payment 
option to the Investment Portfolios. You can, however, make transfers during    
the Income Phase from the Investment Portfolios to a fixed Annuity Payment      
option and among the Investment Portfolios.                                     

TRANSFERS BY TELEPHONE OR OTHER MEANS. You may elect to make transfers by       
telephone, Internet or other means acceptable to us. To elect this option, you  
must first provide us with a notice or agreement in Good Order. If you own the  
contract with a Joint Owner, unless we are instructed otherwise, we will accept 
instructions from either you or the other Owner. (See "Other                    
Information -- Requests and Elections.")                                        

All transfers made on the same day will be treated as one transfer. A transfer  
will be made as of the end of the Business Day when we receive a notice         
containing all the required information necessary to process the request. We    
will consider telephone and Internet requests received after the close of the   
New York Stock Exchange (generally 4:00 p.m. Eastern Time), or on a day when    
the New York Stock Exchange is not open, to be received on the next day the New 
York Stock Exchange is open (the next Business Day).                            

PRE-SCHEDULED TRANSFER PROGRAM. There are certain programs that involve         
transfers that are pre-scheduled. When a transfer is made as a result of such a 
program, we do not count the transfer in determining the applicability of any   
transfer fee and certain minimums do not apply. The current pre-scheduled       
transfers are made in conjunction with the following: Dollar Cost Averaging and 
Automatic Rebalancing Programs.                                                 

RESTRICTIONS ON FREQUENT TRANSFERS. Frequent requests from contract Owners to   
transfer Account Value may dilute the value of an Investment Portfolio's shares 
if the frequent trading involves an attempt to take advantage of pricing        
inefficiencies created by a lag between a change in the value of the securities 
held by the portfolio and the reflection of that change in the portfolio's      
share price ("arbitrage trading"). Frequent transfers involving arbitrage       
trading may adversely affect the long-term performance of the Investment        
Portfolios, which may in turn adversely affect contract Owners and other        
persons who may have an interest in the contracts (e.g., Annuitants and         
Beneficiaries).                                                                 

We have policies and procedures that attempt to detect and deter frequent       
transfers in situations where we determine there is a potential for arbitrage   
trading. Currently, we believe that such situations may be presented in the     
international, small-cap, and high-yield Investment Portfolios. In addition, as 
described below,we monitor transfer activity in all American Funds Insurance    
Series(R) portfolios. We monitor transfer activity in the following portfolios  
(the "Monitored Portfolios"):                                                   

American Funds Global Growth Fund                                   

American Funds Global Small Capitalization Fund                     

BlackRock High Yield Portfolio                                      

Clarion Global Real Estate Portfolio                                

ClearBridge Variable Small Cap Growth Portfolio                     

Franklin Small Cap Value VIP Fund                                   

Harris Oakmark International Portfolio                              

Invesco Small Cap Growth Portfolio                                  

Invesco V.I. International Growth Fund                              

Loomis Sayles Global Markets Portfolio                              

Met/Aberdeen Emerging Markets Equity Portfolio                      

MFS(R) Research International Portfolio                             

Oppenheimer Main Street Small Cap Fund(R)/VA                        

Templeton Global Bond VIP Fund                                      

Western Asset Management Strategic Bond Opportunities Portfolio     

Western Asset Variable Global High Yield Bond Portfolio             

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We employ various means to monitor transfer activity, such as examining the     
frequency and size of transfers into and out of the Monitored Portfolios within 
given periods of time. For example, we currently monitor transfer activity to   
determine if, for each category of international, small-cap, and high-yield     
portfolios, in a 12-month period there were: (1) six or more transfers          
involving the given category; (2) cumulative gross transfers involving the      
given category that exceed the current Account Value; and (3) two or more       
"round-trips" involving the given category. A round-trip generally is defined   
as a transfer in followed by a transfer out within the next seven calendar days 
or a transfer out followed by a transfer in within the next seven calendar      
days, in either case subject to certain other criteria. WE DO NOT BELIEVE THAT  
OTHER INVESTMENT PORTFOLIOS PRESENT A SIGNIFICANT OPPORTUNITY TO ENGAGE IN      
ARBITRAGE TRADING AND THEREFORE DO NOT MONITOR TRANSFER ACTIVITY IN THOSE       
PORTFOLIOS. We may change the Monitored Portfolios at any time without notice   
in our sole discretion.                                                         

As a condition to making their portfolios available in our products, American   
Funds requires us to treat all American Funds portfolios as Monitored           
Portfolios under our current frequent transfer policies and procedures.         
Further, American Funds requires us to impose additional specified monitoring   
criteria for all American Funds portfolios available under the contract,        
regardless of the potential for arbitrage trading. We are required to monitor   
transfer activity in American Funds portfolios to determine if there were two   
or more transfers in followed by transfers out, in each case of a certain       
dollar amount or greater, in any 30-day period. A first violation of the        
American Funds monitoring policy will result in a written notice of violation;  
each additional violation will result in the imposition of a six-month          
restriction, during which period we will require all transfer requests to or    
from an American Funds portfolio to be submitted with an original signature.    
Further, as Monitored Portfolios, all American Funds portfolios also will be    
subject to our current frequent transfer policies, procedures and restrictions  
(described below), and transfer restrictions may be imposed upon a violation of 
either monitoring policy.                                                       

Our policies and procedures may result in transfer restrictions being applied   
to deter frequent transfers. Currently, when we detect transfer activity in the 
Monitored Portfolios that exceeds our current transfer limits, we require       
future transfer requests to or from any Monitored Portfolios under that         
contract to be submitted with an original signature. A first occurrence will    
result in the imposition of this restriction for a six month period; a second   
occurrence will result in the permanent imposition of the restriction.          
Transfers made under a Dollar Cost Averaging Program, a rebalancing program or, 
if applicable, any asset allocation program described in this prospectus are    
not treated as transfers when we monitor the frequency of transfers.            

The detection and deterrence of harmful transfer activity involves judgments    
that are inherently subjective, such as the decision to monitor only those      
Investment Portfolios that we believe are susceptible to arbitrage trading or   
the determination of the transfer limits. Our ability to detect and/or restrict 
such transfer activity may be limited by operational and technological systems, 
as well as our ability to predict strategies employed by Owners to avoid such   
detection. Our ability to restrict such transfer activity also may be limited   
by provisions of the contract. Accordingly, there is no assurance that we will  
prevent all transfer activity that may adversely affect Owners and other        
persons with interests in the contracts. We do not accommodate frequent         
transfers in any Investment Portfolio and there are no arrangements in place to 
permit any contract Owner to engage in frequent transfers; we apply our         
policies and procedures without exception, waiver, or special arrangement.      

The Investment Portfolios may have adopted their own policies and procedures    
with respect to frequent transfers in their respective shares, and we reserve   
the right to enforce these policies and procedures. For example, Investment     
Portfolios may assess a redemption fee (which we reserve the right to collect)  
on shares held for a relatively short period. The prospectuses for the          
Investment Portfolios describe any such policies and procedures, which may be   
more or less restrictive than the policies and procedures we have adopted.      
Although we may not have the contractual authority or the operational capacity  
to apply the frequent transfer policies and procedures of the Investment        
Portfolios, we have entered into a written agreement, as required by SEC        
regulation, with each Investment Portfolio or its principal underwriter that    
obligates us to provide to the Investment Portfolio promptly upon request       
certain information about the trading activity of individual contract Owners,   
and to execute instructions from the Investment Portfolio to restrict or        
prohibit further purchases or transfers by specific contract Owners who violate 
the frequent transfer policies established by the Investment Portfolio.         

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In addition, contract Owners and other persons with interests in the contracts  
should be aware that the purchase and redemption orders received by the         
Investment Portfolios generally are "omnibus" orders from intermediaries, such  
as retirement plans or separate accounts funding variable insurance contracts.  
The omnibus orders reflect the aggregation and netting of multiple orders from  
individual Owners of variable insurance contracts and/or individual retirement  
plan participants. The omnibus nature of these orders may limit the Investment  
Portfolios in their ability to apply their frequent transfer policies and       
procedures. In addition, the other insurance companies and/or retirement plans  
may have different policies and procedures or may not have any such policies    
and procedures because of contractual limitations. For these reasons, we cannot 
guarantee that the Investment Portfolios (and thus contract Owners) will not be 
harmed by transfer activity relating to other insurance companies and/or        
retirement plans that may invest in the Investment Portfolios. If an Investment 
Portfolio believes that an omnibus order reflects one or more transfer requests 
from contract Owners engaged in frequent trading, the Investment Portfolio may  
reject the entire omnibus order.                                                

In accordance with applicable law, we reserve the right to modify or terminate  
the transfer privilege at any time. We also reserve the right to defer or       
restrict the transfer privilege at any time that we are unable to purchase or   
redeem shares of any of the Investment Portfolios, including any refusal or     
restriction on purchases or redemptions of their shares as a result of their    
own policies and procedures on frequent transfers (even if an entire omnibus    
order is rejected due to the frequent transfers of a single contract Owner).    
You should read the Investment Portfolio prospectuses for more details.         

RESTRICTIONS ON LARGE TRANSFERS. Large transfers may increase brokerage and     
administrative costs of the Investment Portfolios and may disrupt portfolio     
management strategy, requiring an Investment Portfolio to maintain a high cash  
position and possibly resulting in lost investment opportunities and forced     
liquidations. We do not monitor for large transfers to or from Investment       
Portfolios except where the portfolio manager of a particular Investment        
Portfolio has brought large transfer activity to our attention for              
investigation on a case-by-case basis. For example, some portfolio managers     
have asked us to monitor for "block transfers" where transfer requests have     
been submitted on behalf of multiple contract Owners by a third party such as   
an investment adviser. When we detect such large trades, we may impose          
restrictions similar to those described above where future transfer requests    
from that third party must be submitted in writing with an original signature.  
A first occurrence will result in the imposition of this restriction for a      
six-month period; a second occurrence will result in the permanent imposition   
of the restriction.                                                             

DOLLAR COST AVERAGING PROGRAM                                                   

We offer a dollar cost averaging (DCA) program as described below. By           
allocating amounts on a regular schedule as opposed to allocating the total     
amount at one particular time, you may be less susceptible to the impact of     
market fluctuations. The dollar cost averaging program is available only during 
the Accumulation Phase.                                                         

We reserve the right to modify, terminate or suspend the dollar cost averaging  
program. There is no additional charge for participating in the dollar cost     
averaging program. If you participate in the dollar cost averaging program, the 
transfers made under the program are not taken into account in determining any  
transfer fee. We may, from time to time, offer other dollar cost averaging      
programs which have terms different from those described in this prospectus. We 
will terminate your participation in a dollar cost averaging program when we    
receive notification of your death.                                             

The DCA program allows you to systematically transfer a set amount each month   
from the Fixed Account or from the BlackRock Ultra-Short Term Bond Portfolio to 
any of the other available Investment Portfolio(s) you select. We provide       
certain exceptions from our normal Fixed Account restrictions to accommodate    
the dollar cost averaging program. These transfers are made on a date you       
select or, if you do not select a date, on the date that a Purchase Payment or  
Account Value is allocated to the DCA program. However, transfers will be made  
on the 1st day of the following month for Purchase Payments or Account Value    
allocated to the dollar cost averaging program on the 29th, 30th, or 31st day   
of a month.                                                                     

If you make an additional Purchase Payment while a DCA program is in effect, we 
will not allocate the additional payment to the DCA program unless you tell us  
to do so. Instead, unless you previously provided different allocation          
instructions for future Purchase Payments or provide new allocation             
instructions with the payment, we will allocate the additional Purchase Payment 
directly to the same destination Investment Portfolios you selected under the   

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DCA program. Any Purchase Payments received after the DCA program has ended     
will be allocated as described in "Purchase -- Allocation of Purchase           
Payments." If you allocate an additional Purchase Payment to your existing DCA  
program, the DCA transfer amount will not be increased; however, the number of  
months over which transfers are made is increased, unless otherwise elected in  
writing. You can terminate the program at any time, at which point transfers    
under the program will stop. This program is not available if you have selected 
the GLWB rider.                                                                 

AUTOMATIC REBALANCING PROGRAM                                                   

Once your money has been allocated to the Investment Portfolios, the            
performance of each portfolio may cause your allocation to shift. You can       
direct us to automatically rebalance your contract to return to your original   
percentage allocations by selecting our Automatic Rebalancing Program. You can  
tell us whether to rebalance monthly, quarterly, semi-annually or annually.     

An automatic rebalancing program is intended to transfer Account Value from     
those portfolios that have increased in value to those that have declined or    
not increased as much in value. Over time, this method of investing may help    
you "buy low and sell high," although there can be no assurance that this       
objective will be achieved. Automatic rebalancing does not guarantee profits,   
nor does it assure that you will not have losses.                               

We will measure the rebalancing periods from the anniversary of the date we     
issued your contract. If a dollar cost averaging program is in effect,          
rebalancing allocations will be based on your current DCA allocations. If you   
are not participating in a dollar cost averaging program, we will make          
allocations based upon your current Purchase Payment allocations, unless you    
tell us otherwise.                                                              

The Automatic Rebalancing Program is available only during the Accumulation     
Phase. There is no additional charge for participating in the Automatic         
Rebalancing Program. If you participate in the Automatic Rebalancing Program,   
the transfers made under the program are not taken into account in determining  
any transfer fee. We will terminate your participation in the Automatic         
Rebalancing Program when we receive notification of your death. If you have     
selected the GLWB rider, the Fixed Account is not available for automatic       
rebalancing.                                                                    

EXAMPLE:                                                                        

Assume that you want your initial Purchase Payment split between two      
Investment Portfolios. You want 40% to be in the Western Asset Management 
U.S. Government Portfolio and 60% to be in the Invesco Small Cap Growth   
Portfolio. Over the next 2 1/2 months the bond market does very well while
the stock market performs poorly. At the end of the first quarter, the    
Western Asset Management U.S. Government Portfolio now represents 50% of  
your holdings because of its increase in value. If you have chosen to have
your holdings rebalanced quarterly, on the first day of the next quarter, 
we will sell some of your units in the Western Asset Management U.S.      
Government Portfolio to bring its value back to 40% and use the money to  
buy more units in the Invesco Small Cap Growth Portfolio to increase those
holdings to 60%.                                                          

ASSET ALLOCATION MODELS                                                         

We or an affiliate may contract with third parties to develop asset allocation  
models for investment options available under the contracts which we then make  
available to broker-dealers offering the contracts for use with their           
customers. Each asset allocation model is made up of a selection of Investment  
Portfolios; the asset allocation models themselves are not registered           
investment companies. Asset allocation, in general, is an investment strategy   
intended to optimize the selection of investment options for a given level of   
risk tolerance, in order to attempt to maximize returns and limit the effects   
of market volatility. Asset allocation strategies reflect the theory that       
diversification among asset classes can help reduce volatility and potentially  
enhance returns over the long term. Although asset allocation models are        
designed to maximize investment returns and reduce volatility for a given level 
of risk, there is no guarantee that a model will not lose money or experience   
volatility. A model may fail to perform as intended, or may perform worse than  
any single Investment Portfolio, asset class or different combination of        
investment options. In addition, a model is subject to all of the risks         
associated with its underlying Investment Portfolios.                           

The selling firm with which your financial representative is associated makes   
the asset allocation models available to its registered representatives for use 
with customers. Your representative can assist you in selecting a model and     
which Investment Portfolios to use to implement the model. It is up to you and  
your representative, however, to decide if you want to allocate your Account    
Value in accordance                                                             

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with an asset allocation model; the use of such models is not required. Once    
you select a model and the Investment Portfolio allocations, these selections   
will remain unchanged until you elect to revise the Investment Portfolio        
allocations, select a new model or both. If you also participate in the         
Automatic Rebalancing Program, the allocations you have selected in your model  
will be applied under the terms of that program. (See "Investment               
Options -- Automatic Rebalancing Program.") Transfers made under the program    
are not taken into account in determining any transfer fee.                     

Asset allocation models provided to selling firms may change from time to time  
to reflect current market conditions. Accordingly, you may wish to consult your 
representative or selling firm periodically to assess whether reallocating your 
Account Value in accordance with an updated model may be appropriate. There is  
no fee currently charged to change to a different model or for a change to the  
Investment Portfolio allocations. Unless you or your registered representative  
(or selling firm) initiates a change, your current allocation will continue in  
effect.                                                                         

The asset allocation models are not offered by this prospectus and are not part 
of your contract. They are offered by selling firms solely as a separate        
service at no additional charge to you, to help you select investment options.  
The asset allocation models may not be used with the GLWB rider.                

VOTING RIGHTS                                                                   

We are the legal owner of the Investment Portfolio shares. However, we believe  
that when an Investment Portfolio solicits proxies in conjunction with a vote   
of shareholders, we are required to obtain from you and other affected Owners   
instructions as to how to vote those shares. When we receive those              
instructions, we will vote all of the shares we own in proportion to those      
instructions. This will also include any shares that we own on our own behalf.  
The effect of this proportional voting is that a small number of contract       
Owners may control the outcome of a vote. Should we determine that we are no    
longer required to comply with the above, we will vote the shares in our own    
right.                                                                          

SUBSTITUTION OF INVESTMENT OPTIONS                                              

If investment in the Investment Portfolios or a particular Investment Portfolio 
is no longer possible, in our judgment becomes inappropriate for purposes of    
the contract, or for any other reason in our sole discretion, we may substitute 
another Investment Portfolio or Investment Portfolios without your consent. The 
substituted Investment Portfolio may have different fees and expenses.          
Substitution may be made with respect to existing investments or the investment 
of future Purchase Payments, or both. However, we will not make such            
substitution without any necessary approval of the Securities and Exchange      
Commission and applicable state insurance departments. Furthermore, we may      
close Investment Portfolios to allocation of Purchase Payments or Account       
Value, or both, at any time in our sole discretion.                             

4. EXPENSES                                                                     

There are charges and other expenses associated with the contract that reduce   
the return on your investment in the contract. These charges and expenses are:  

PRODUCT CHARGES                                                                 

SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our         
Separate Account product charges (which consist of the mortality and expense    
charge, the administration charge and the charges related to certain death      
benefit riders). We do this as part of our calculation of the value of the      
Accumulation Units and the Annuity Units (i.e., during the Accumulation Phase   
and the Income Phase -- although death benefit charges no longer continue in    
the Income Phase).                                                              

MORTALITY AND EXPENSE CHARGE. We assess a daily mortality and expense charge    
that is equal, on an annual basis, to a maximum of 1.15% of the average daily   
net asset value of each Investment Portfolio.                                   

This charge compensates us for mortality risks we assume for the Annuity        
Payment and death benefit guarantees made under the contract. These guarantees  
include making Annuity Payments that will not change based on our actual        
mortality experience, and providing a guaranteed minimum death benefit under    
the contract. The charge also compensates us for expense risks we assume to     
cover contract maintenance expenses. These expenses may include issuing         
contracts, maintaining records, making and maintaining subaccounts available    
under the contract and performing accounting, regulatory compliance, and        
reporting functions. This charge also compensates us for costs associated with  
the establishment and administration of the contract, including programs like   
transfers and dollar cost averaging. If the mortality and expense charge is     
inadequate to cover the actual expenses of mortality, maintenance, and          
administration, we will bear the loss. If the charge exceeds the actual         
expenses, we will add the                                                       

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excess to our profit and it may be used to finance distribution expenses or for 
any other purpose.                                                              

ADMINISTRATION CHARGE. This charge is equal, on an annual basis, to 0.15% of    
the average daily net asset value of each Investment Portfolio. This charge,    
together with the account fee (see below), is for the expenses associated with  
the administration of the contract. Some of these expenses are: issuing         
contracts, maintaining records, providing accounting, valuation, regulatory and 
reporting services, as well as expenses associated with marketing, sale and     
distribution of the contracts.                                                  

DEATH BENEFIT RIDER CHARGES. If you select one of the following death benefit   
riders, we will deduct a charge that compensates us for the costs and risks we  
assume in providing the benefit. This charge (assessed during the Accumulation  
Phase) is equal, on an annual basis, to the percentages below of the average    
daily net asset value of each Investment Portfolio:                             

                                                                [Download Table]
                                               
     Annual Step-Up Death Benefit         0.25%
     Additional Death Benefit-Earnings         
Preservation Benefit                      0.25%

Please check with your registered representative regarding which death benefits 
are available in your state.                                                    

See "GLWB Death Benefit -  Rider Charge" below for information on the GLWB      
Death Benefit charge.                                                           

ACCOUNT FEE                                                                     

During the Accumulation Phase, every Contract Year on your contract anniversary 
(the anniversary of the date when your contract was issued), we will deduct $50 
from your contract as an account fee for the prior Contract Year if the Account 
Value is less than $75,000. If you make a complete withdrawal from your         
contract, the full account fee will be deducted from the Account Value          
regardless of the amount of your Account Value. During the Accumulation Phase,  
the account fee is deducted pro rata from the Investment Portfolios. This       
charge is for administrative expenses (see above). This charge cannot be        
increased.                                                                      

A pro rata portion of the charge will be deducted from the Account Value on the 
Annuity Date if this date is other than a contract anniversary. If your Account 
Value on the Annuity Date is at least $75,000, then we will not deduct the      
account fee. After the Annuity Date, the charge will be collected monthly out   
of the Annuity Payment, regardless of the size of your contract.                

GUARANTEED LIFETIME WITHDRAWAL BENEFIT -- RIDER CHARGE                          

The Guaranteed Lifetime Withdrawal Benefit (GLWB) rider is available for an     
additional charge of 1.20% of the Benefit Base (see "Living                     
Benefits -- Guaranteed Lifetime Withdrawal Benefit -- Operation of the GLWB"),  
deducted for the prior Contract Year on the contract anniversary prior to       
taking into account any Automatic Step-Up by withdrawing amounts on a pro rata  
basis from your Account Value in the Separate Account. We take amounts from the 
investment options that are part of the Separate Account by canceling           
Accumulation Units from your Account Value in the Separate Account.             

Upon an Automatic Step-Up, we may increase the charge applicable beginning      
after the contract anniversary on which the Automatic Step-Up occurs to a rate  
that does not exceed the lower of: (a) the GLWB rider maximum charge (2.00%) or 
(b) the current rate that we would charge for the same rider with the same      
benefits, if available, for new contract purchases at the time of the Automatic 
Step-Up.                                                                        

If you make a total withdrawal of your Account Value prior to the Lifetime      
Withdrawal Age or that was an Excess Withdrawal, elect to receive income        
payments under your contract, change the Owner or Joint Owner (or Annuitant, if 
the Owner is a non-natural person) or assign your contract, a pro rata portion  
of the GLWB rider charge will be assessed based on the number of months from    
the last contract anniversary to the date of the withdrawal, the beginning of   
income payments, the change of Owner/ Annuitant, or the assignment.             

If a GLWB rider is terminated because of the death of the Owner or Joint Owner  
(or the Annuitant, if a non-natural person owns the contract), or it is         
cancelled pursuant to the cancellation provisions of the rider, no GLWB rider   
charge will be assessed based on the period from the last contract anniversary  
to the date the termination or cancellation takes effect.                       

GLWB DEATH BENEFIT -- RIDER CHARGE                                              

The GLWB Death Benefit may only be elected if you have also elected the GLWB    
rider.                                                                          

The GLWB Death Benefit is available for an additional charge of 0.65% of the    
GLWB Death Benefit Base (see "Living Benefits -- Guaranteed Lifetime Withdrawal 
Benefit -- GLWB Death Benefit"), deducted for the prior Contract Year on the    
contract anniversary prior to taking into account any Automatic Step-Up by      
withdrawing                                                                     

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amounts on a pro rata basis from your Account Value in the Separate Account. We 
take amounts from the investment options that are part of the Separate Account  
by canceling accumulation units from your Account Value in the Separate         
Account.                                                                        

Upon an Automatic Step-Up, we may increase the charge applicable beginning      
after the contract anniversary on which the Automatic Step-Up occurs to a rate  
that does not exceed the lower of: (a) the GLWB Death Benefit maximum charge    
(1.20%) or (b) the current rate that we would charge for the same optional      
death benefit with the same benefits, if available, for new contract purchases  
at the time of the Automatic Step-Up.                                           

If you make a total withdrawal of your Account Value prior to the Lifetime      
Withdrawal Age or that was an Excess Withdrawal, elect to receive income        
payments under your contract, change the Owner or Joint Owner (or Annuitant, if 
the Owner is a non-natural person) or assign your contract, a pro rata portion  
of the GLWB Death Benefit charge will be assessed based on the number of months 
from the last contract anniversary to the date of the withdrawal, the beginning 
of income payments, the change of Owner/Annuitant, or the assignment.           

If the GLWB rider is terminated because of the death of the Owner or Joint      
Owner (or the Annuitant, if a non-natural person owns the contract), or it is   
cancelled pursuant to the cancellation provisions of the GLWB rider, no GLWB    
Death Benefit charge will be assessed based on the period from the last         
contract anniversary to the date the termination or cancellation takes effect.  

LIFETIME WITHDRAWAL GUARANTEE -- RIDER CHARGE                                   

If you elect the Lifetime Withdrawal Guarantee rider, a charge is deducted from 
your Account Value during the Accumulation Phase on each contract anniversary.  
The Lifetime Withdrawal Guarantee rider charge is deducted from your Account    
Value pro rata from each Investment Portfolio and the Fixed Account in the      
ratio each portfolio/                                                           

account bears to your total Account Value. We take amounts from the investment  
options that are part of the Separate Account by canceling Accumulation Units   
from the Separate Account. If you make a full withdrawal (surrender) of your    
Account Value, you apply your Account Value to an Annuity Option, there is a    
change in Owners, Joint Owners or Annuitants (if the Owner is a non-natural     
person), or the contract terminates (except for a termination due to death), a  
pro rata portion of the rider charge will be assessed based on the number of    
full months from the last contract anniversary to the date of the change. If    
the Lifetime Withdrawal Guarantee rider is terminated because of the death of   
the Owner or Joint Owner (or the Annuitant, if a non-natural person owns the    
contract) or is terminated pursuant to the cancellation provisions of each      
rider, no rider charge will be assessed based on the period from the contract   
anniversary to the date the termination takes effect.                           

If the Lifetime Withdrawal Guarantee rider is in effect, the Lifetime           
Withdrawal Guarantee rider charge will continue even if your Remaining          
Guaranteed Withdrawal Amount (see "Living Benefits -- Guaranteed Withdrawal     
Benefits -- Description of the Lifetime Withdrawal Guarantee") equals zero. If  
there are insufficient funds to deduct the Lifetime Withdrawal Guarantee rider  
charge from the Account Value, whatever Account Value is available will be      
applied to pay the rider charge, and you are still eligible to receive either   
the Remaining Guaranteed Withdrawal Amount or lifetime payments, provided the   
provisions and conditions of the rider have been met; however, you will have no 
other benefits under the contract.                                              

For contracts issued in all states, the current charge for the Lifetime         
Withdrawal Guarantee rider is equal to 1.40% (Single Life version) or 1.55%     
(Joint Life version) of the Total Guaranteed Withdrawal Amount (see "Living     
Benefits -- Guaranteed Withdrawal Benefit  -- Description of the Lifetime       
Withdrawal Guarantee") on the applicable contract anniversary, after applying   
any Compounding Income Amount and prior to taking into account any Automatic    
Annual Step-Up occurring on such contract anniversary.                          

If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee,  
we may increase the Lifetime Withdrawal Guarantee rider charge applicable       
beginning after the contract anniversary on which the Automatic Annual Step-Up  
occurs to the rider charge that would be applicable to current contract         
purchases of the same rider at the time of the step-up, but to no more than a   
maximum of 1.60% (Single Life version) or 1.80% (Joint Life version) of the     
Total Guaranteed Withdrawal Amount.                                             

WITHDRAWAL CHARGE                                                               

We impose a withdrawal charge to reimburse us for contract sales expenses,      
including commissions and other distribution, promotion, and acquisition        
expenses. During the Accumulation Phase, you can make a withdrawal from your    
contract (either a partial or a complete withdrawal). If                        

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the amount you withdraw is determined to include the withdrawal of any of your  
prior Purchase Payments, a withdrawal charge is assessed against each Purchase  
Payment withdrawn. To determine what portion (if any) of a withdrawal is        
subject to a withdrawal charge, amounts are withdrawn from your contract in the 
following order:                                                                

1. Earnings in your contract (earnings are equal to your Account Value, less    
Purchase Payments not previously withdrawn); then                   

2. The free withdrawal amount described below (deducted from Purchase Payments  
    not previously withdrawn, in the order such Purchase Payments were made,
with the oldest Purchase Payment first, as described below); then   

3. Purchase Payments not previously withdrawn, in the order such Purchase       
    Payments were made: the oldest Purchase Payment first, the next Purchase
 Payment second, etc. until all Purchase Payments have been withdrawn.

The withdrawal charge is calculated at the time of each withdrawal in           
accordance with the following:                                                  

                                                                [Download Table]

 Number of Complete Years from        Withdrawal Charge   
  Receipt of Purchase Payment      (% of Purchase Payment)
-------------------------------   ------------------------
                                                          
  0                                          8            
  1                                          8            
  2                                          7            
  3                                          6            
  4                                          5            
  5                                          4            
  6                                          3            
  7                                          2            
  8 and thereafter                           0            

For a partial withdrawal, the withdrawal charge is deducted from the remaining  
Account Value, if sufficient. If the remaining Account Value is not sufficient, 
the withdrawal charge is deducted from the amount withdrawn.                    

If the Account Value is smaller than the total of all Purchase Payments, the    
withdrawal charge only applies up to the Account Value.                         

We do not assess the withdrawal charge on any payments paid out as Annuity      
Payments or as death benefits. In addition, we will not assess the withdrawal   
charge on required minimum distributions from Qualified Contracts in order to   
satisfy federal income tax rules or to avoid required federal income tax        
penalties. This exception only applies to amounts required to be distributed    
from this contract. We do not assess the withdrawal charge on earnings in your  
contract.                                                                       

NOTE: For tax purposes, earnings from Non-Qualified Contracts are considered to 
come out first.                                                                 

FREE WITHDRAWAL AMOUNT. The free withdrawal amount for each Contract Year after 
the first (there is no free withdrawal amount in the first Contract Year) is    
equal to 10% of your total Purchase Payments, less the total free withdrawal    
amount previously withdrawn in the same Contract Year. Also, we currently will  
not assess the withdrawal charge on amounts withdrawn during the first Contract 
Year under the Systematic Withdrawal Program. Any unused free withdrawal amount 
in one Contract Year does not carry over to the next Contract Year.             

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

GENERAL. We may elect to reduce or eliminate the amount of the withdrawal       
charge when the contract is sold under circumstances which reduce our sales     
expenses. Some examples are: if there is a large group of individuals that will 
be purchasing the contract, or if a prospective purchaser already had a         
relationship with us.                                                           

NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal     
charge if, after you have owned the contract for one year, you or your Joint    
Owner becomes confined to a nursing home and/or hospital for at least 90        
consecutive days or confined for a total of at least 90 days if there is no     
more than a 6-month break in confinement and the confinements are for related   
causes. The confinement must begin after the first contract anniversary and you 
must have been the Owner continuously since the contract was issued (or have    
become the Owner as the spousal Beneficiary who continues the contract). The    
confinement must be prescribed by a physician and be medically necessary. You   
must exercise this right no later than 90 days after you or your Joint Owner    
exits the nursing home or hospital. This waiver terminates on the Annuity Date. 
We will not accept additional payments once this waiver is used. There is no    
charge for this rider. This rider is not available in Massachusetts and South   
Dakota.                                                                         

TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the 
withdrawal charge if you or your Joint Owner are terminally ill and not         
expected to live more than 12 months; a physician certifies to your illness and 
life expectancy; you were not diagnosed with the                                

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terminal illness as of the date we issued your contract; and you have been the  
Owner continuously since the contract was issued (or have become the Owner as   
the spousal Beneficiary who continues the contract). This waiver terminates on  
the Annuity Date. We will not accept additional payments once this waiver is    
used. There is no charge for this rider. This rider is not available in         
Massachusetts.                                                                  

The Nursing Home or Hospital Confinement rider and the Terminal Illness rider   
are only available for Owners who are age 80 or younger (on the contract issue  
date). Additional conditions and requirements apply to the Nursing Home or      
Hospital Confinement rider and the Terminal Illness rider. They are specified   
in the rider(s) that are part of your contract.                                 

PREMIUM AND OTHER TAXES                                                         

We reserve the right to deduct from Purchase Payments, Account Value,           
withdrawals, death benefits or Annuity Payments any taxes relating to the       
contracts (including, but not limited to, premium taxes) paid by us to any      
government entity. Examples of these taxes include, but are not limited to,     
premium tax, generation-skipping transfer tax or a similar excise tax under     
federal or state tax law which is imposed on payments we make to certain        
persons and income tax withholdings on withdrawals and income payments to the   
extent required by law. Premium taxes generally range from 0 to 3.5%, depending 
on the state. We will, at our sole discretion, determine when taxes relate to   
the contracts. We may, at our sole discretion, pay taxes when due and deduct    
that amount from the Account Value at a later date. Payment at an earlier date  
does not waive any right we may have to deduct amounts at a later date. It is   
our current practice not to charge premium taxes until Annuity Payments begin.  

TRANSFER FEE                                                                    

We currently allow unlimited transfers without charge during the Accumulation   
Phase. However, we have reserved the right to limit the number of transfers to  
a maximum of 12 per year without charge and to charge a transfer fee of $25 for 
each transfer greater than 12 in any year. We are currently waiving the         
transfer fee, but reserve the right to charge it in the future. The transfer    
fee is deducted from the Investment Portfolio or the fixed account from which   
the transfer is made. However, if the entire interest in an account is being    
transferred, the transfer fee will be deducted from the amount which is         
transferred.                                                                    

If the transfer is part of a pre-scheduled transfer program, it will not count  
in determining the transfer fee.                                                

INCOME TAXES                                                                    

We reserve the right to deduct from the contract for any income taxes which we  
incur because of the contract. In general, we believe under current federal     
income tax law, we are entitled to hold reserves with respect to the contract   
that offset Separate Account income. If this should change, it is possible we   
could incur income tax with respect to the contract, and in that event we may   
deduct such tax from the contract. At the present time, however, we are not     
incurring any such income tax or making any such deductions.                    

INVESTMENT PORTFOLIO EXPENSES                                                   

There are deductions from and expenses paid out of the assets of each           
Investment Portfolio, which are described in the fee table in this prospectus   
and the Investment Portfolio prospectuses. These deductions and expenses are    
not charges under the terms of the contract, but are represented in the share   
values of each Investment Portfolio.                                            

5.   ANNUITY PAYMENTS                                                           

(THE INCOME PHASE)                                                    

ANNUITY DATE                                                                    

Under the contract you can receive regular income payments (referred to as      
Annuity Payments). You can choose the month and year in which those payments    
begin. We call that date the Annuity Date. Your Annuity Date must be the first  
day of a calendar month and must be at least 30 days after we issue the         
contract.                                                                       

When you purchase the contract, the Annuity Date will be the later of the first 
day of the calendar month after the Annuitant's 90th birthday or 10 years from  
the date your contract was issued. You can change or extend the Annuity Date at 
any time before the Annuity Date with 30 days prior notice to us (subject to    
restrictions that may apply in your state, restrictions imposed by your selling 
firm, and our current established administrative procedures).                   

PLEASE BE AWARE THAT ONCE YOUR CONTRACT IS ANNUITIZED, YOU ARE INELIGIBLE TO    
RECEIVE THE DEATH BENEFIT YOU HAVE SELECTED. ADDITIONALLY, IF YOU HAVE SELECTED 
A LIVING BENEFIT RIDER SUCH AS THE GUARANTEED LIFETIME WITHDRAWAL BENEFIT RIDER 
OR THE LIFETIME WITHDRAWAL GUARANTEE RIDER, ANNUITIZING YOUR CONTRACT           
TERMINATES THE                                                                  

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RIDER, INCLUDING ANY DEATH BENEFIT PROVIDED BY THE RIDER AND ANY GUARANTEED     
PRINCIPAL ADJUSTMENT THAT MAY ALSO BE PROVIDED BY THE RIDER.                    

ANNUITY PAYMENTS                                                                

You (unless another payee is named) will receive the Annuity Payments during    
the Income Phase. The Annuitant is the natural person(s) whose life we look to  
in the determination of Annuity Payments.                                       

During the Income Phase, you have the same investment choices you had just      
before the start of the Income Phase. At the Annuity Date, you can choose       
whether payments will be:                                                       

o  fixed Annuity Payments, or                                                   

o  variable Annuity Payments, or                                                

o  a combination of both.                                                       

If you don't tell us otherwise, your Annuity Payments will be based on the      
investment allocations that were in place just before the start of the Income   
Phase.                                                                          

If you choose to have any portion of your Annuity Payments based on the         
Investment Portfolio(s), the dollar amount of your initial payment will vary    
and will depend upon three things:                                              

1) the value of your contract in the Investment Portfolio(s) just before the    
start of the Income Phase,                                          

2) the assumed investment return (AIR) (you select) used in the annuity table   
for the contract, and                                               

3) the Annuity Option elected.                                                  

Subsequent variable Annuity Payments will vary with the performance of the      
Investment Portfolios you selected. (For more information, see "Variable        
Annuity Payments" below.)                                                       

At the time you choose an Annuity Option, you select the AIR, which must be     
acceptable to us. Currently, you can select an AIR of 3% or 4%. You can change  
the AIR with 30 days' notice to us prior to the Annuity Date. If you do not     
select an AIR, we will use 3%. If the actual performance exceeds the AIR, your  
variable Annuity Payments will increase. Similarly, if the actual investment    
performance is less than the AIR, your variable Annuity Payments will decrease. 

Your variable Annuity Payment is based on Annuity Units. An Annuity Unit is an  
accounting device used to calculate the dollar amount of Annuity Payments. (For 
more information, see "Variable Annuity Payments" below.)                       

When selecting an AIR, you should keep in mind that a lower AIR will result in  
a lower initial variable Annuity Payment, but subsequent variable Annuity       
Payments will increase more rapidly or decline more slowly as changes occur in  
the investment experience of the Investment Portfolios. On the other hand, a    
higher AIR will result in a higher initial variable Annuity Payment than a      
lower AIR, but later variable Annuity Payments will rise more slowly or fall    
more rapidly.                                                                   

A transfer during the Income Phase from a variable Annuity Payment option to a  
fixed Annuity Payment option may result in a reduction in the amount of Annuity 
Payments. (You cannot, however, make transfers from a fixed Annuity Payment     
option to the Investment Portfolios.)                                           

If you choose to have any portion of your Annuity Payments be a fixed Annuity   
Payment, the dollar amount of each fixed Annuity Payment will not change,       
unless you make a transfer from a variable Annuity Payment option to the fixed  
Annuity Payment that causes the fixed Annuity Payment to increase. Please refer 
to the "Annuity Provisions" section of the Statement of Additional Information  
for more information.                                                           

Annuity Payments are made monthly (or at any frequency permitted under the      
contract) unless you have less than $5,000 to apply toward an Annuity Option.   
In that case, we may provide your Annuity Payment in a single lump sum instead  
of Annuity Payments. Likewise, if your Annuity Payments would be or become less 
than $100 a month, we have the right to change the frequency of payments so     
that your Annuity Payments are at least $100.                                   

ANNUITY OPTIONS                                                                 

You can choose among income plans. We call those Annuity Options. You can       
change your Annuity Option at any time before the Annuity Date with 30 days'    
notice to us.                                                                   

If you do not choose an Annuity Option, Option 2, which provides a life annuity 
with 10 years of guaranteed Annuity Payments, will automatically be applied.    

You can choose one of the following Annuity Options or any other Annuity Option 
acceptable to us. After Annuity Payments begin, you cannot change the Annuity   
Option.                                                                         

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If more than one frequency is permitted under your contract, choosing less      
frequent payments will result in each Annuity Payment being larger. Annuity     
Options that guarantee that payments will be made for a certain number of years 
regardless of whether the Annuitant or joint Annuitant are alive (such as       
Options 2 and 4 below) result in Annuity Payments that are smaller than Annuity 
Options without such a guarantee (such as Options 1 and 3 below). For Annuity   
Options with a designated period, choosing a shorter designated period will     
result in each Annuity Payment being larger.                                    

OPTION 1. LIFE ANNUITY. Under this option, we will make Annuity Payments so     
long as the Annuitant is alive. We stop making Annuity Payments after the       
Annuitant's death. It is possible under this option to receive only one Annuity 
Payment if the Annuitant dies before the due date of the second payment or to   
receive only two Annuity Payments if the Annuitant dies before the due date of  
the third payment, and so on.                                                   

OPTION 2. LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED. Under this 
option, we will make Annuity Payments so long as the Annuitant is alive. If,    
when the Annuitant dies, we have made Annuity Payments for less than ten years, 
we will then continue to make Annuity Payments to the Beneficiary for the rest  
of the 10 year period.                                                          

OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. Under this option, we will make      
Annuity Payments so long as the Annuitant and a second person (joint Annuitant) 
are both alive. When either Annuitant dies, we will continue to make Annuity    
Payments, so long as the survivor continues to live. We will stop making        
Annuity Payments after the last survivor's death.                               

OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS     
GUARANTEED. Under this option, we will make Annuity Payments so long as the     
Annuitant and a second person (joint Annuitant) are both alive. When either     
Annuitant dies, we will continue to make Annuity Payments, so long as the       
survivor continues to live. If, at the last death of the Annuitant and the      
joint Annuitant, we have made Annuity Payments for less than ten years, we will 
then continue to make Annuity Payments to the Beneficiary for the rest of the   
10 year period.                                                                 

OPTION 5. PAYMENTS FOR A DESIGNATED PERIOD. We currently offer an Annuity       
Option under which fixed or variable monthly Annuity Payments are made for a    
selected number of years as approved by us, currently not less than 10 years.   
This Annuity Option may be limited or withdrawn by us in our discretion.        

We may require proof of age or sex of an Annuitant before making any Annuity    
Payments under the contract that are measured by the Annuitant's life. If the   
age or sex of the Annuitant has been misstated, the amount payable will be the  
amount that the Account Value would have provided at the correct age or sex.    
Once Annuity Payments have begun, any underpayments will be made up in one sum  
with the next Annuity Payment. Any overpayments will be deducted from future    
Annuity Payments until the total is repaid.                                     

A commutation feature (a feature that allows the Owner to receive a lump sum of 
the present value of future Annuity Payments) is available under the variable   
Payments for a Designated Period Annuity Option (Option 5). You may not commute 
the fixed Payments for a Designated Period Annuity Option or any option         
involving a life contingency, whether fixed or variable, prior to the death of  
the last surviving Annuitant. Upon the death of the last surviving Annuitant,   
the Beneficiary may choose to continue receiving income payments or to receive  
the commuted value of the remaining guaranteed payments. For variable Annuity   
Options, the calculation of the commuted value will be done using the AIR       
applicable to the contract. (See "Annuity Payments" above.) For fixed Annuity   
Options, the calculation of the commuted value will be done using the then      
current Annuity Option rates.                                                   

There may be tax consequences resulting from the election of an Annuity Payment 
option containing a commutation feature (i.e., an Annuity Payment option that   
permits the withdrawal of a commuted value). (See "Federal Income Tax Status.") 

Due to underwriting, administrative or Internal Revenue Code considerations,    
there may be limitations on payments to the survivor under Options 3 and 4      
and/or the duration of the guarantee period under Options 2, 4, and 5.          

Tax rules with respect to decedent contracts may prohibit the election of Joint 
and Last Survivor Annuity Options (or income types) and may also prohibit       
payments for as long as the Owner's life in certain circumstances.              

In addition to the Annuity Options described above, we may offer an additional  
payment option that would allow your Beneficiary to take distribution of the    
Account Value over a period not extending beyond his or her life expectancy.    
Under this option, annual distributions would not be made in the form of an     
annuity, but would be calculated in a manner similar to the calculation of      

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required minimum distributions from IRAs. (See "Federal Income Tax Status.") We 
intend to make this payment option available to both Qualified Contracts and    
Non-Qualified Contracts.                                                        

In the event that you purchased the contract as a Qualified Contract, you must  
take distribution of the Account Value in accordance with the minimum required  
distribution rules set forth in applicable tax law. (See "Federal Income Tax    
Status.") Under certain circumstances, you may satisfy those requirements by    
electing an Annuity Option. You may choose any death benefit available under    
the contract, but certain other contract provisions and programs will not be    
available. Upon your death, if Annuity Payments have already begun, the death   
benefit would be required to be distributed to your Beneficiary at least as     
rapidly as under the method of distribution in effect at the time of your       
death.                                                                          

VARIABLE ANNUITY PAYMENTS                                                       

The Adjusted Contract Value (the Account Value, less any applicable premium     
taxes, account fee, and any prorated rider charge) is determined on the annuity 
calculation date, which is a Business Day no more than five (5) Business Days   
before the Annuity Date. The first variable Annuity Payment will be based upon  
the Adjusted Contract Value, the Annuity Option elected, the Annuitant's age,   
the Annuitant's sex (where permitted by law), and the appropriate variable      
Annuity Option table. Your annuity rates will not be less than those guaranteed 
in your contract at the time of purchase for the assumed investment return and  
Annuity Option elected. If, as of the annuity calculation date, the then        
current variable Annuity Option rates applicable to this class of contracts     
provide a first Annuity Payment greater than that which is guaranteed under the 
same Annuity Option under this contract, the greater payment will be made.      

The dollar amount of variable Annuity Payments after the first payment is       
determined as follows:                                                          

o  The dollar amount of the first variable Annuity Payment is divided by the    
 value of an Annuity Unit for each applicable Investment Portfolio as of
    the annuity calculation date. This establishes the number of Annuity Units
for each payment. The number of Annuity Units for each applicable     
Investment Portfolio remains fixed during the annuity period, provided
   that transfers among the Investment Portfolios will be made by converting
the number of Annuity Units being transferred to the number of Annuity
  Units of the Investment Portfolio to which the transfer is made, and the
   number of Annuity Units will be adjusted for transfers to a fixed Annuity
Option. Please see the Statement of Additional Information for details
about making transfers during the Annuity Phase.                      

o  The fixed number of Annuity Units per payment in each Investment Portfolio   
   is multiplied by the Annuity Unit value for that Investment Portfolio for
  the Business Day for which the Annuity Payment is being calculated. This
   result is the dollar amount of the payment for each applicable Investment
    Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.                                          

o  The total dollar amount of each variable Annuity Payment is the sum of all   
Investment Portfolio variable Annuity Payments.                       

ANNUITY UNIT. The initial Annuity Unit value for each Investment Portfolio of   
the Separate Account was set by us. The subsequent Annuity Unit value for each  
Investment Portfolio is determined by multiplying the Annuity Unit value for    
the immediately preceding Business Day by the net investment factor (see the    
Statement of Additional Information for a definition) for the Investment        
Portfolio for the current Business Day and multiplying the result by a factor   
for each day since the last Business Day which represents the daily equivalent  
of the AIR you elected.                                                         

FIXED ANNUITY PAYMENTS                                                          

The Adjusted Contract Value (defined above under "Variable Annuity Payments")   
is determined on the annuity calculation date, which is a Business Day no more  
than five (5) Business Days before the Annuity Date. This value will be used to 
determine a fixed Annuity Payment. The Annuity Payment will be based upon the   
Annuity Option elected, the Annuitant's age, the Annuitant's sex (where         
permitted by law), and the appropriate Annuity Option table. Your annuity rates 
will not be less than those guaranteed in your contract at the time of          
purchase. If, as of the annuity calculation date, the then current Annuity      
Option rates applicable to this class of contracts provide an Annuity Payment   
greater than that which is guaranteed under the same Annuity Option under this  
contract, the greater payment will be made. You may not make a transfer from    
the fixed Annuity Option to the variable Annuity Option.                        

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6. ACCESS TO YOUR MONEY                                                         

You (or in the case of a death benefit, or certain Annuity Options upon the     
death of the last surviving Annuitant, your Beneficiary) can have access to the 
money in your contract:                                                         

(1) by making a withdrawal (either a partial or a complete withdrawal);         

(2) by electing to receive Annuity Payments;                                    

(3) when a death benefit is paid to your Beneficiary; or                        

(4) under certain Annuity Options described under "Annuity Payments (The Income 
     Phase) -- Annuity Options" that provide for continuing Annuity Payments
or a cash refund to your Beneficiary upon the death of the last   
surviving Annuitant.                                              

Under most circumstances, withdrawals can only be made during the Accumulation  
Phase.                                                                          

You may establish a withdrawal plan under which you can receive substantially   
equal periodic payments in order to comply with the requirements of Sections    
72(q) or (t) of the Code. Premature modification or termination of such         
payments may result in substantial penalty taxes. (See "Federal Income Tax      
Status.")                                                                       

When you make a complete withdrawal, you will receive the withdrawal value of   
the contract. The withdrawal value of the contract is the Account Value of the  
contract at the end of the Business Day when we receive a written request for a 
withdrawal:                                                                     

o  less any applicable withdrawal charge;                                       

o  less any premium or other tax;                                               

o  less any account fee; and                                                    

o  less any applicable pro rata GLWB or LWG rider charge.                       

Unless you instruct us otherwise, any partial withdrawal will be made pro rata  
from the Fixed Account and the Investment Portfolio(s) you selected. Under most 
circumstances the amount of any partial withdrawal must be for at least $500,   
or your entire interest in the Investment Portfolio or Fixed Account. We        
require that after a partial withdrawal is made you keep at least $2,000 in the 
contract. If the withdrawal would result in the Account Value being less than   
$2,000 after a partial withdrawal, we will treat the withdrawal request as a    
request for a full withdrawal.                                                  

We will pay the amount of any withdrawal from the Separate Account within seven 
days of when we receive the request in Good Order unless the suspension of      
payments or transfers provision is in effect.                                   

We may withhold payment of withdrawal proceeds if any portion of those proceeds 
would be derived from a contract Owner's check that has not yet cleared (i.e.,  
that could still be dishonored by the contract Owner's banking institution). We 
may use telephone, fax, Internet or other means of communication to verify that 
payment from the contract Owner's check has been or will be collected. We will  
not delay payment longer than necessary for us to verify that payment has been  
or will be collected. Contract Owners may avoid the possibility of delay in the 
disbursement of proceeds coming from a check that has not yet cleared by        
providing us with a certified check.                                            

How to withdraw all or part of your Account Value:                              

o  You must submit a request to our Annuity Service Center. (See "Other         
Information -- Requests and Elections.")                              

o  If you would like to have the withdrawal charge waived under the Nursing     
    Home or Hospital Confinement Rider or the Terminal Illness Rider, you must
    provide satisfactory evidence of confinement to a nursing home or hospital
or terminal illness. (See "Expenses -- Reduction or Elimination of the
Withdrawal Charge.")                                                  

o  You must state in your request whether you would like to apply the proceeds  
    to a payment option (otherwise you will receive the proceeds in a lump sum
and may be taxed on them).                                            

o  We have to receive your withdrawal request in our Annuity Service Center     
 prior to the Annuity Date or Owner's death; provided, however, that you
    may submit a written withdrawal request any time prior to the Annuity Date
  that indicates that the withdrawal should be processed as of the Annuity
Date. Solely for the purpose of calculating and processing such a     
  withdrawal request, the request will be deemed to have been received on,
and the withdrawal amount will be priced according to the accumulation
unit value calculated as of, the Annuity Date. Your request must be   
received at our Annuity Service Center on or before the Annuity Date. 

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There are limits to the amount you can withdraw from certain qualified plans    
including Qualified and TSA plans. (See "Federal Income Tax Status.")           

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY           
WITHDRAWAL YOU MAKE.                                                            

DIVORCE. A withdrawal made pursuant to a divorce or separation instrument is    
subject to the same withdrawal charge provisions as described in                
"Expenses -- Withdrawal Charge," if permissible under tax law. In addition, the 
withdrawal will reduce the Account Value, the death benefit, and the amount of  
any optional living or death benefit (including the benefit base we use to      
determine the guaranteed amount of the benefit). The amount withdrawn could     
exceed the maximum amount that can be withdrawn without causing a proportionate 
reduction in the benefit base used to calculate the guaranteed amount provided  
by an optional rider, as described in the "Living Benefits" section. The        
withdrawal could have a significant negative impact on the death benefit and on 
any optional rider benefit.                                                     

SYSTEMATIC WITHDRAWAL PROGRAM                                                   

You may elect the Systematic Withdrawal Program at any time. We do not assess a 
charge for this program. This program provides an automatic payment to you of   
up to 10% of your total Purchase Payments each year. You can receive payments   
monthly or quarterly, provided that each payment must amount to at least $100   
(unless we consent otherwise). We reserve the right to change the required      
minimum systematic withdrawal amount. If the New York Stock Exchange is closed  
on a day when the withdrawal is to be made, we will process the withdrawal on   
the next Business Day. While the Systematic Withdrawal Program is in effect you 
can make additional withdrawals. However, such withdrawals plus the systematic  
withdrawals will be considered when determining the applicability of any        
withdrawal charge. (For a discussion of the withdrawal charge, see "Expenses"   
above.)                                                                         

We will terminate your participation in the Systematic Withdrawal Program when  
we receive notification of your death.                                          

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO SYSTEMATIC    
WITHDRAWALS.                                                                    

SUSPENSION OF PAYMENTS OR TRANSFERS                                             

We may be required to suspend or postpone payments for withdrawals or transfers 
for any period when:                                                            

o  the New York Stock Exchange is closed (other than customary weekend and      
holiday closings);                                                    

o  trading on the New York Stock Exchange is restricted;                        

o  an emergency exists, as determined by the Securities and Exchange            
Commission, as a result of which disposal of shares of the Investment 
    Portfolios is not reasonably practicable or we cannot reasonably value the
shares of the Investment Portfolios; or                               

o  during any other period when the Securities and Exchange Commission, by      
order, so permits for the protection of Owners.                       

We have reserved the right to defer payment for a withdrawal or transfer from   
the Fixed Account for the period permitted by law, but not for more than six    
months.                                                                         

Federal laws designed to counter terrorism and prevent money laundering might,  
in certain circumstances, require us to block an Owner's ability to make        
certain transactions and thereby refuse to accept any requests for transfers,   
withdrawals, surrenders, or death benefits until instructions are received from 
the appropriate regulator. We may also be required to provide additional        
information about you and your contract to government regulators.               

7. LIVING BENEFITS                                                              

OVERVIEW OF LIVING BENEFIT RIDERS                                               

We offer optional living benefit riders that, for certain additional charges,   
offer protection against market risk (the risk that your investments may        
decline in value or underperform your expectations). Only one of these riders   
may be elected, and the rider must be elected at contract issue. These optional 
riders are described briefly below. Please see the more detailed description    
that follows for important information on the costs, restrictions, and          
availability of each optional rider. We currently offer two living benefit      
riders:                                                                         

Guaranteed Lifetime Withdrawal Benefit                                          
--------------------------------------                                          

o  Guaranteed Lifetime Withdrawal Benefit (GLWB)                                

The GLWB rider is designed to allow you to invest your Account Value in the     
Investment Portfolios, while guaranteeing that you will receive lifetime income 
regardless of investment performance. The guarantee is                          

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subject to the conditions described in "Guaranteed Lifetime Withdrawal          
Benefit -- Operation of the GLWB," including the condition that withdrawals     
before a defined age or withdrawals that exceed the maximum amount allowed      
under the rider in a Contract Year will reduce or eliminate the guarantee. We   
currently offer two variations of the GLWB rider, FlexChoice Level and          
FlexChoice Expedite (as described in "Guaranteed Lifetime Withdrawal            
Benefit -- Operation of the GLWB -  GLWB Variations.")                          

Lifetime Withdrawal Guarantee                                                   
-----------------------------                                                   

o  Lifetime Withdrawal Guarantee (LWG)                                          

The Lifetime Withdrawal Guarantee rider is designed to allow you to invest your 
Account Value in the Investment Portfolios, while guaranteeing that the entire  
amount of Purchase Payments you make will be returned to you through a series   
of withdrawals. In addition, if you make your first withdrawal on or after the  
date you reach age 59 1/2, the Lifetime Withdrawal Guarantee rider guarantees   
income for your life (and the life of your spouse, if the Joint Life version of 
the rider was elected, and your spouse elects to continue the contract and is   
at least age 59 1/2 at continuation), even after the entire amount of Purchase  
Payments has been returned.                                                     

ELECTING GLWB OR LWG. You should consult with your registered representative    
when considering whether to elect the GLWB rider or the LWG rider. Important    
factors to consider when comparing the two riders include:                      

o  Rider Charges. The GLWB and LWG riders have different current and maximum    
  rider charges. See "Fee Tables and Examples -  Additional Optional Rider
Charges."                                                             

o  Withdrawals/Lifetime Payments                                                

- Under the GLWB rider, we multiply the Benefit Base by the GLWB    
         Withdrawal Rate applicable to you to determine the maximum amount you
    may receive as withdrawals each Contract Year after the Lifetime
 Withdrawal Age without reducing the Benefit Base. If lifetime
       payments are made under the GLWB after the Account Value is reduced
        to zero, we multiply the Benefit Base by the GLWB Lifetime Guarantee
  Rate applicable to you to determine the amount of the lifetime
         payments. The GLWB Withdrawal Rates and GLWB Lifetime Guarantee Rates
are listed in the GLWB Rate Table.                          

    - Under the LWG rider, we calculate a Total Guaranteed Withdrawal Amount
     (TGWA), which is the minimum amount you are guaranteed to receive
         over time. The TGWA is multiplied by 4% to determine how much you may
     withdraw each Contract Year without reducing the TGWA (the Annual
       Benefit Payment). If you make your first withdrawal on or after the
      date you reach age 59 1/2, you will continue to be paid the Annual
         Benefit Payment for your life, even if your Account Value declines to
zero.                                                       

o  Rollup of Benefit Base (GLWB)/Total Guaranteed Withdrawal Amount (LWG)       

     - Under the GLWB rider, on or before the Rollup Rate Period End Date, the
  Benefit Base is increased by the Rollup Rate on every contract
         anniversary if no withdrawals occurred in the previous Contract Year.
      (See the "GLWB Rate Table" for the Rollup Rate Period End Date and
the Rollup Rate.)                                           

     - Under the LWG rider, on each contract anniversary until the earlier of:
     (a) the date of the first withdrawal from the contract or (b) the
10th contract anniversary, the TGWA is increased by 4%.     

o  Step-Up of Benefit Base (GLWB)/Total Guaranteed Withdrawal Amount (LWG)      

     - Under the GLWB rider, on each contract anniversary prior to the Owner's
     91st birthday, an Automatic Step-Up will occur, provided that the
   Account Value on that date exceeds the Benefit Base immediately
before the Automatic Step-Up.                               

    - Under the LWG rider, on each contract anniversary prior to the Owner's
        86th birthday, an Automatic Annual Step-Up will occur, provided that
      the Account Value exceeds the TGWA (after compounding) immediately
before the Automatic Annual Step-Up.                        

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o  Lifetime Payments for Joint Lives                                            

  - Under the GLWB rider, if your Account Value is reduced to zero after
       the Lifetime Withdrawal Age due to a Non-Excess Withdrawal, you may
         elect to receive lifetime payments for your life, or for the lives of
      you and your spouse (subject to the Minimum Spousal Age). (See the
       "GLWB Rate Table.") (If your spouse elects to continue the contract
      and GLWB rider after your death, only single lifetime payments are
   available under the GLWB. See "Operation of the GLWB -  Spousal
Continuation.")                                             

- Under the LWG rider, you must elect the Single Life or Joint Life 
      version at contract issue, and the Joint Life version has a higher
rider charge than the Single Life version.                  

o  Investment Allocation Restrictions                                           

- Under the GLWB rider, you must comply with certain investment     
   allocation restrictions. See "Purchase -  Investment Allocation
      Restrictions for Certain Riders -  Investment Allocation and Other
Purchase Payment Restrictions for the GLWB."                

    - Under the LWG rider, you may allocate your purchase payments among any
    of the available Investment Portfolios and/or the Fixed Account.

o  Death Benefits                                                               

     - If you elect the GLWB rider, you may also elect the optional GLWB Death
         Benefit for an additional charge, or the Annual Step-Up Death Benefit
     for an additional charge. However, you may not elect the Earnings
   Preservation Benefit. See "GLWB Death Benefit," "Optional Death
        Benefit - Annual Step-Up," and "Additional Death Benefit -  Earnings
Preservation Benefit" below.                                

    - The LWG rider provides an additional death benefit at no extra charge.
         You may also elect the Annual Step-Up Death Benefit for an additional
charge and/                                                 

      or the Earnings Preservation Benefit for an additional charge. See
 "Operation of the Lifetime Withdrawal Guarantee -  Additional
Information," "Optional Death Benefit - Annual Step-Up," and
      "Additional Death Benefit -  Earnings Preservation Benefit" below.

o  Cancellation                                                                 

- You may elect to cancel the GLWB rider on the contract anniversary
 every five Contract Years for the first 10 Contract Years and
annually thereafter.                                        

     - You may elect to cancel the LWG rider on the contract anniversary every
    five Contract Years for the first 15 Contract Years and annually
thereafter.                                                 

Both the GLWB rider and LWG rider are described in detail below.                

GUARANTEED LIFETIME WITHDRAWAL BENEFIT                                          

If you want to invest your Account Value in the Investment Portfolio(s) during  
the Accumulation Phase, but also want to guarantee that you will receive        
lifetime income regardless of investment performance (subject to the conditions 
described in "Operation of the GLWB" below, including the condition that        
withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess   
Withdrawals will reduce the payments under the guarantee or, if such            
withdrawals reduce the Account Value to zero, eliminate the guarantee), we      
offer a rider for an additional charge, called the Guaranteed Lifetime          
Withdrawal Benefit (GLWB). Currently we offer two variations of the GLWB rider: 
FlexChoice Level and FlexChoice Expedite (see "GLWB Variations" below.)         

The GLWB rider is designed to allow you to invest your Account Value in the     
Investment Portfolios, while guaranteeing that you will receive lifetime income 
regardless of investment performance, subject to the conditions described in    
"Operation of the GLWB" below. You may begin taking withdrawals under the GLWB  
rider immediately or at a later time; however, any withdrawals taken prior to   
the Lifetime Withdrawal Age will reduce the Benefit Base (see "Managing Your    
Withdrawals" below).                                                            

In states where approved, you may purchase the GLWB rider if you are at least   
age 50 and not older than age 85 on the effective date of your contract.        
(Please refer to the GLWB Rate Table at the end of this section for the states  
in which the GLWB is currently available for purchase.) You may not select this 
rider together with the LWG rider or the Earnings Preservation Benefit. Once    
selected, the GLWB rider may not be terminated except as stated below.          

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SUMMARY OF THE GLWB                                                             

The following section provides a summary of how the GLWB rider works. A more    
detailed explanation of the operation of the GLWB rider is provided in the      
section below called "Operation of the GLWB."                                   

The GLWB rider guarantees that you will receive lifetime income regardless of   
investment performance, subject to the conditions described in "Operation of    
the GLWB" below (including the condition that withdrawals before the Lifetime   
Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the       
payments under the guarantee or, if such withdrawals reduce the Account Value   
to zero, eliminate the guarantee). THE GLWB RIDER DOES NOT GUARANTEE LIFETIME   
INCOME IF YOUR ACCOUNT VALUE IS REDUCED TO ZERO DUE TO A WITHDRAWAL PRIOR TO    
THE LIFETIME WITHDRAWAL AGE OR A WITHDRAWAL THAT IS AN EXCESS WITHDRAWAL (SEE   
"MANAGING YOUR WITHDRAWALS" BELOW).                                             

Under the GLWB rider, we calculate a Benefit Base (the "Benefit Base") that     
determines the maximum amount you may receive as withdrawals each Contract Year 
after the Lifetime Withdrawal Age (the "Annual Benefit Payment") without        
reducing your Benefit Base, and determines the amount of any lifetime payments  
if the Account Value is reduced to zero. The Benefit Base is multiplied by the  
applicable GLWB Withdrawal Rate while the Account Value is greater than zero to 
determine your Annual Benefit Payment. The Benefit Base is multiplied by the    
applicable GLWB Lifetime Guarantee Rate to determine your Annual Benefit        
Payment if your Account Value is reduced to zero and lifetime payments are to   
begin. The Benefit Base will be reduced for any withdrawal prior to the         
Lifetime Withdrawal Age or any Excess Withdrawal (and any subsequent            
withdrawals in the Contract Year that an Excess Withdrawal occurs). In any      
event, withdrawals under the GLWB rider will reduce your Account Value and      
death benefits.                                                                 

IT IS IMPORTANT TO RECOGNIZE THAT THE BENEFIT BASE IS NOT AVAILABLE TO BE TAKEN 
AS A LUMP SUM OR PAID AS A DEATH BENEFIT AND DOES NOT ESTABLISH OR GUARANTEE    
YOUR ACCOUNT VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. However,   
if you cancel the GLWB rider after a waiting period of at least ten (10) years  
(the "Guaranteed Principal Adjustment Eligibility Date") the Guaranteed         
Principal Adjustment will increase your Account Value to the Purchase Payments  
credited within the first 120 days of the date that we issue the contract       
reduced proportionately for any withdrawals, if greater than the Account Value  
at the time of the cancellation. (See "Cancellation and Guaranteed Principal    
Adjustment" below.)                                                             

While the GLWB rider is in effect, we may reject subsequent Purchase Payments   
by sending advance written notice if any of the changes listed in the section   
"Investment Allocation Restrictions for Certain Riders -- Investment Allocation 
and Other Purchase Payment Restrictions for the GLWB -- Potential Restrictions  
on Subsequent Purchase Payments" occur. Restrictions on subsequent Purchase     
Payments will remain in effect until the GLWB rider is terminated unless we     
provide advance written notice to you otherwise.                                

OPERATION OF THE GLWB                                                           

The following section describes how the GLWB operates. When reading the         
following description of the operation of the GLWB rider (for example, the      
"Benefit Base" and "Annual Benefit Payment" sections), refer to the GLWB Rate   
Table at the end of this section for the specific rates and other terms         
applicable to your GLWB rider.                                                  

(See Appendix C for examples illustrating the operation of the GLWB.)           

BENEFIT BASE. While the GLWB rider is in effect, we guarantee that you will     
receive lifetime income regardless of investment performance, subject to the    
conditions described below. To determine the maximum amount that may be         
withdrawn in the current Contract Year (the "Annual Benefit Payment"), we       
multiply the Benefit Base by the GLWB Withdrawal Rate (see "GLWB Rate Table")   
while the Account Value is greater than zero. The initial Benefit Base is equal 
to your initial Purchase Payment. We increase the Benefit Base by each          
additional Purchase Payment. Any withdrawals taken prior to the date you reach  
the Lifetime Withdrawal Age (see "GLWB Rate Table" below) will reduce the       
Benefit Base in the same proportion that such withdrawal (including Withdrawal  
Charges, if any) reduces the Account Value (a "Proportional Adjustment"). For   
example, if the Benefit Base is $120,000, the Account Value is $100,000 and you 
withdraw $10,000 (including any Withdrawal Charge), then your Benefit Base is   
decreased by $12,000 to $108,000 [$120,000 x ($10,000/$100,000) = $12,000]. Any 
withdrawals taken after the Lifetime Withdrawal Age that do not exceed, or      
cause the cumulative withdrawals in the Contract Year to exceed, the Annual     
Benefit Payment, will not reduce the Benefit Base. We refer to this type of     

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withdrawal as a "Non-Excess Withdrawal." If, however, you take a withdrawal     
that exceeds the Annual Benefit Payment (or results in cumulative withdrawals   
for the current Contract Year that exceed the Annual Benefit Payment), then     
such withdrawal, and any subsequent withdrawals that occur in that Contract     
Year, will trigger a Proportional Adjustment to the Benefit Base. We refer to   
this type of withdrawal as an "Excess Withdrawal." DEPENDING ON THE RELATIVE    
AMOUNTS OF THE BENEFIT BASE AND THE ACCOUNT VALUE, SUCH PROPORTIONAL ADJUSTMENT 
MAY RESULT IN A SIGNIFICANT REDUCTION TO THE BENEFIT BASE (PARTICULARLY WHEN    
THE ACCOUNT VALUE IS LOWER THAN THE BENEFIT BASE), AND COULD HAVE THE EFFECT OF 
REDUCING OR ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED TO RECEIVE UNDER    
THE GLWB RIDER (SEE "MANAGING YOUR WITHDRAWALS" BELOW).                         

On each contract anniversary on or before the Rollup Rate Period End Date (see  
"GLWB Rate Table"), if no withdrawals occurred in the previous Contract Year,   
the Benefit Base will be increased by an amount equal to the Rollup Rate (see   
"GLWB Rate Table") multiplied by the Benefit Base before such increase. The     
Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal has  
occurred in the Contract Year ending immediately prior to that contract         
anniversary, or (2) after the Rollup Rate Period End Date. The Rollup Rate, if  
applicable, is applied before deducting any rider charge and before taking into 
account any Automatic Step-Up occurring on such contract anniversary (see       
"Automatic Step-Up" below).                                                     

ANNUAL BENEFIT PAYMENT. After the Lifetime Withdrawal Age, the Annual Benefit   
Payment is the maximum amount that may be withdrawn in the current Contract     
Year without triggering a Proportional Adjustment to the Benefit Base (prior to 
the Lifetime Withdrawal Age, there is no Annual Benefit Payment). After the     
Lifetime Withdrawal Age, the initial Annual Benefit Payment is equal to the     
initial Benefit Base multiplied by the applicable GLWB Withdrawal Rate. Your    
GLWB Withdrawal Rate is determined by when you take your first withdrawal after 
the Lifetime Withdrawal Age (see "GLWB Rate Table"). As shown in the GLWB Rate  
Table, waiting to take your first withdrawal will result in a higher GLWB       
Withdrawal Rate. The GLWB Withdrawal Rate will not change once determined. If   
the Benefit Base is later recalculated (for example, because of additional      
Purchase Payments, the Automatic Step-Up, or Excess Withdrawals), the Annual    
Benefit Payment is reset equal to the new Benefit Base multiplied by the GLWB   
Withdrawal Rate.                                                                

Each time a withdrawal is made in a Contract Year, we decrease the Annual       
Benefit Payment for that Contract Year by such withdrawal and the remaining     
amount is the "Remaining Annual Benefit Payment." If the Benefit Base is        
increased due to a subsequent Purchase Payment, causing the Annual Benefit      
Payment to increase, the Remaining Annual Benefit Payment will increase by the  
same amount the Annual Benefit Payment increased.                               

As long as your Account Value has not been reduced to zero, your Annual Benefit 
Payment equals the applicable GLWB Withdrawal Rate multiplied by the Benefit    
Base.                                                                           

If your contract is subject to Required Minimum Distributions (see "Required    
Minimum Distributions" below), your Annual Benefit Payment will be set equal to 
your Required Minimum Distribution Amount, if greater than the Annual Benefit   
Payment calculated as described above.                                          

You may choose to receive your Annual Benefit Payment through the optional      
Systematic Withdrawal Program (see "Access To Your Money -- Systematic          
Withdrawal Program"). While the GLWB rider is in effect, your withdrawals       
through the Systematic Withdrawal Program may not exceed your Annual Benefit    
Payment. There is no charge for the Systematic Withdrawal Program and you may   
terminate your participation at any time.                                       

It is important to note:                                                        

o  If your Account Value is reduced to zero on or after the Lifetime Withdrawal 
 Age because you make a Non-Excess Withdrawal, we will first pay you any
  Remaining Annual Benefit Payment in effect at the time the Account Value
is reduced to zero. Effective as of your next contract anniversary, we
will then begin making monthly payments, using the applicable GLWB    
   Lifetime Guarantee Rate (see "GLWB Rate Table") multiplied by the Benefit
    Base, to you for the rest of your life. If, however, your Account Value is
   reduced to zero on or after the Lifetime Withdrawal Age because there are
insufficient funds to deduct any GLWB rider charge from your Account  
 Value, we will begin making monthly payments, using the applicable GLWB
Lifetime Guarantee Rate, to you for the rest of your life.            

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o  If your Account Value is reduced to zero prior to the Lifetime Withdrawal    
  Age because there are insufficient funds to deduct any GLWB rider charge
   from your Account Value, we will begin making monthly payments, using the
  GLWB Lifetime Guarantee Rate that corresponds to the Lifetime Withdrawal
Age to you for the rest of your life.                                 

o  IF YOUR ACCOUNT VALUE IS REDUCED TO ZERO DUE TO A WITHDRAWAL PRIOR TO THE    
    LIFETIME WITHDRAWAL AGE OR BECAUSE YOU MAKE AN EXCESS WITHDRAWAL, LIFETIME
   PAYMENTS ARE NOT AVAILABLE, NO FURTHER BENEFITS WILL BE PAYABLE UNDER THE
GLWB RIDER, AND THE GLWB RIDER WILL TERMINATE.                        

o  If your contract has not been continued under Spousal Continuation described 
below, you may elect to have your Annual Benefit Payments paid for the
  life of you and your spouse, provided your spouse is no younger than the
 Minimum Spousal Age, using the applicable Joint Lifetime Guarantee Rate
(see "GLWB Rate Table".)                                              

o  You may elect to receive a lump sum in lieu of lifetime payments. The lump   
  sum value will be determined as of the date the Account Value is reduced
to zero and will be a value determined based on the Annual Benefit    
 Payments due to you, not including any Remaining Annual Benefit Payment
  payable in the current Contract Year. You will have a minimum of 30 days
    from the date of the Notice of this option to make this election. The lump
    sum will be payable on the Business Day the Notice is received. Payment of
the lump sum will terminate the contract and all obligations of the   
Company.                                                              

o  While we are making Annual Benefit Payments after the Account Value is       
reduced to zero, no death benefit will be available.                  

o  IF YOU HAVE SELECTED THE GLWB RIDER, YOU SHOULD CAREFULLY CONSIDER WHEN TO   
 BEGIN TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU
    MAY LIMIT THE VALUE OF THE GLWB RIDER, BECAUSE THE BENEFIT BASE MAY NOT BE
    INCREASED BY THE ROLLUP RATE AND THE GLWB WITHDRAWAL RATE IS DETERMINED BY
    WHEN YOU TAKE YOUR FIRST WITHDRAWAL AFTER THE LIFETIME WITHDRAWAL AGE (SEE
   "GLWB RATE TABLE"). AS SHOWN IN THE GLWB RATE TABLE, WAITING TO TAKE YOUR
    FIRST WITHDRAWAL MAY RESULT IN A HIGHER GLWB WITHDRAWAL RATE. If you delay
taking withdrawals for too long, you may limit the number of years    
available for you to take withdrawals in the future (due to life      
expectancy) and you may be paying for a benefit you are not using.    

o  At any time during the Accumulation Phase, you can elect to annuitize under  
   current annuity rates in lieu of continuing the GLWB rider. Annuitization
may provide higher income amounts if the current annuity option rates 
applied to the Account Value on the date payments begin exceed the    
   payments under the GLWB rider. Also, income provided by annuitizing under
    current annuity rates may be higher due to different tax treatment of this
 income compared to the tax treatment of the payments received under the
GLWB rider.                                                           

GLWB VARIATIONS. We currently offer two variations of the GLWB rider. The two   
variations are FlexChoice Level and FlexChoice Expedite. The GLWB Withdrawal    
Rate and GLWB Lifetime Guarantee Rate will vary depending on the variation you  
choose. Depending on your expectations and preferences, you can choose the      
variation that best meets your needs.                                           

Prior to issuance, you must select either:                                      

o  FlexChoice Level: offers a steady GLWB Withdrawal Rate and GLWB Lifetime     
Guarantee Rate throughout your lifetime; or                           

o  FlexChoice Expedite: offers a higher GLWB Withdrawal Rate while your Account 
  Value is greater than zero and a reduced GLWB Lifetime Guarantee Rate if
your Account Value is reduced to zero.                                

For both variations, you may elect to have your Annual Benefit Payments paid    
for the life of you and your spouse, provided your spouse is no younger than    
the Minimum Spousal Age, using the applicable Joint Lifetime Guarantee Rate     
(see "GLWB Rate Table").                                                        

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals. To retain the full guarantees of this rider, your annual    
withdrawals (including any withdrawal charge) cannot exceed the Annual Benefit  
Payment each Contract Year. In other words, you should not take Excess          
Withdrawals. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE       
BENEFIT BASE IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY          
WITHDRAWAL CHARGE) REDUCES THE ACCOUNT VALUE                                    

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AND REDUCE THE ANNUAL BENEFIT PAYMENT TO THE NEW BENEFIT BASE MULTIPLIED BY THE 
APPLICABLE GLWB WITHDRAWAL RATE. In addition, you should not take withdrawals   
of any amount prior to the Lifetime Withdrawal Age. IF YOU TAKE A WITHDRAWAL    
PRIOR TO THE LIFETIME WITHDRAWAL AGE, WE WILL RECALCULATE THE BENEFIT BASE IN   
THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY WITHDRAWAL CHARGE)       
REDUCES THE ACCOUNT VALUE. THESE REDUCTIONS IN THE BENEFIT BASE CAUSED BY       
WITHDRAWALS PRIOR TO THE LIFETIME WITHDRAWAL AGE, AND IN THE BENEFIT BASE AND   
THE ANNUAL BENEFIT PAYMENT CAUSED BY EXCESS WITHDRAWALS, MAY BE SIGNIFICANT.    
You are still eligible to receive lifetime payments so long as the Excess       
Withdrawal or withdrawal prior to the Lifetime Withdrawal Age did not cause     
your Account Value to decline to zero. AN EXCESS WITHDRAWAL (OR ANY WITHDRAWAL  
PRIOR TO LIFETIME WITHDRAWAL AGE) THAT REDUCES THE ACCOUNT VALUE TO ZERO WILL   
TERMINATE THE CONTRACT AND CAUSE LIFETIME PAYMENTS TO NOT BE AVAILABLE.         

IF YOU TAKE AN EXCESS WITHDRAWAL IN A CONTRACT YEAR, YOU MAY BE ABLE TO REDUCE  
THE IMPACT OF THE EXCESS WITHDRAWAL ON YOUR BENEFIT BASE AND ANNUAL BENEFIT     
PAYMENT BY MAKING TWO SEPARATE WITHDRAWALS (ON DIFFERENT DAYS) INSTEAD OF A     
SINGLE WITHDRAWAL. The first withdrawal should be equal to your Annual Benefit  
Payment (or Remaining Annual Benefit Payment if withdrawals have already        
occurred in the Contract Year); this withdrawal will not reduce your Benefit    
Base (and Annual Benefit Payment). The second withdrawal (on a subsequent day)  
should be for the amount in excess of the Annual Benefit Payment (or Remaining  
Annual Benefit Payment); this withdrawal will reduce your Benefit Base and      
Annual Benefit Payment. For an example of taking multiple withdrawals in this   
situation, see Appendix C, "Withdrawals -  Withdrawals After the Lifetime       
Withdrawal Age -  Excess Withdrawals."                                          

You can always make Non-Excess Withdrawals. However, if you choose to receive   
only a part of your Annual Benefit Payment in any given Contract Year, your     
Remaining Annual Benefit Payment does not carry over into subsequent Contract   
Years. For example, if your Annual Benefit Payment is 4% of your Benefit Base,  
you cannot withdraw 2% in one year and then withdraw 6% the next year without   
making an Excess Withdrawal in the second year.                                 

Income taxes and penalties may apply to your withdrawals. Withdrawal charges    
may apply to withdrawals during the first Contract Year unless you take the     
necessary steps to elect to take such withdrawals under a Systematic Withdrawal 
Program. Withdrawal charges will also apply to withdrawals of Purchase Payments 
that exceed the free withdrawal amount in any Contract Year. (See               
"Expenses -- Withdrawal Charges.")                                              

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 
401(a)(9) of the Code, you may be required to take withdrawals to fulfill       
minimum distribution requirements generally beginning at age 70 1/2. If your    
contract is an IRA or other contract subject to Section 401(a)(9) of the Code,  
and the required distributions are larger than the Annual Benefit Payment, we   
will increase your Annual Benefit Payment to the required minimum distribution  
amount for the previous calendar year or for this calendar year (whichever is   
greater).                                                                       

If:                                                                             

(1) you are enrolled in the automated required minimum distribution service or  
 in both the automated required minimum distribution service and the
Systematic Withdrawal Program;                                    

(2) you do not take additional withdrawals outside of these two programs; and   

(3) your Remaining Annual Benefit Payment for the Contract Year is equal to     
zero;                                                             

we will increase your Annual Benefit Payment by the amount of the withdrawals   
that remain to be taken in that Contract Year under the program or programs in  
which you are enrolled. This will prevent the withdrawal from exceeding the     
Annual Benefit Payment.                                                         

See "Use of Automated Required Minimum Distribution Service and Systematic      
Withdrawal Program With GLWB" below for more information on the automated       
required minimum distribution service and the Systematic Withdrawal Program.    

AUTOMATIC STEP-UP. On each contract anniversary prior to the contract Owner's   
91st birthday, an Automatic Step-Up will occur, provided that the Account Value 
on that date exceeds the Benefit Base immediately before the Automatic Step-Up  
(and provided that you have not chosen to decline the Automatic Step-Up as      
described below).                                                               

The Automatic Step-Up:                                                          

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o  will increase the Benefit Base to the Account Value on the date of the       
Automatic Step-Up regardless of whether or not you have taken any     
withdrawals;                                                          

o  will increase the Annual Benefit Payment to equal to the applicable GLWB     
Withdrawal Rate multiplied by the Benefit Base after the Automatic    
Step-Up; and                                                          

o  may increase the GLWB rider charge to a rate that does not exceed the lower  
    of: (a) the GLWB rider maximum charge (2.00%) or (b) the current rate that
 we would charge for the same rider with the same benefits, if available
for new contract purchases at the time of the Automatic Step-Up.      

In the event that your GLWB rider charge would increase with the Automatic      
Step-Up, we will notify you in writing a minimum of 30 days in advance of the   
applicable contract anniversary and inform you that you may choose to decline   
the Automatic Step-Up and related increased GLWB rider charge. If you elect to  
decline the Automatic Step-Up, you must notify us in writing at your            
Administrative Office no less than seven calendar days prior to the applicable  
contract anniversary. Once you notify us of your decision to decline the        
Automatic Step-Up, you will no longer be eligible for future Automatic Step-Ups 
until you notify us in writing at your Administrative Office that you wish to   
reinstate the Automatic Step-Ups. This reinstatement will take effect at the    
next contract anniversary after we receive your request for reinstatement. If   
your contract has both the GLWB rider and the GLWB Death Benefit (see "GLWB     
Death Benefit" below), and you choose to decline the Automatic Step-Up, the     
Automatic Step-Up for both the Benefit Base and the GLWB Death Benefit Base     
will no longer be eligible for future Automatic Step-Ups until you elect to     
reinstate the Automatic Step-Ups. You may not elect to decline the Automatic    
Step-Up for only one of the two riders.                                         

CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the   
GLWB rider on the contract anniversary every five Contract Years for the first  
10 Contract Years and annually thereafter. We must receive your cancellation    
request within 30 days following the applicable contract anniversary in         
accordance with our administrative procedures (currently we require you to      
submit your request in writing to your Administrative Office). The cancellation 
will take effect upon our receipt of your request. If cancelled, the GLWB rider 
will terminate, we will no longer deduct the GLWB rider charge, and the         
investment allocation restrictions described in "Purchase -- Investment         
Allocation Restrictions for Certain Riders -- Investment Allocation and Other   
Purchase Payment Restrictions for the GLWB" will no longer apply. The contract, 
however, will continue.                                                         

If you cancel the GLWB rider on the 10th contract anniversary or any contract   
anniversary thereafter, we will add a Guaranteed Principal Adjustment to your   
Account Value if (a) exceeds (b), as defined below. The Guaranteed Principal    
Adjustment is intended to restore your initial investment in the contract in    
the case of poor investment performance. The Guaranteed Principal Adjustment is 
equal to (a) - (b) where:                                                       

(a) is Purchase Payments credited within 120 days of the date that we issued    
      the contract, reduced by the Proportional Adjustment attributable to any
      partial withdrawals taken (including any applicable Withdrawal Charges);
and                                                               

(b) is the Account Value on the date of cancellation.                           

The Guaranteed Principal Adjustment will be added to each applicable Investment 
Portfolio in the ratio the portion of the Account Value in such Investment      
Portfolio bears to the total Account Value in all Investment Portfolios. The    
Guaranteed Principal Adjustment will never be less than zero.                   

IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE FIRST 120   
DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN DETERMINING THE 
GUARANTEED PRINCIPAL ADJUSTMENT. CONTRACT OWNERS WHO ANTICIPATE MAKING PURCHASE 
PAYMENTS AFTER 120 DAYS SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL NOT INCREASE  
THE GUARANTEED PRINCIPAL ADJUSTMENT. HOWEVER, BECAUSE PURCHASE PAYMENTS MADE    
AFTER 120 DAYS WILL INCREASE YOUR ACCOUNT VALUE SUCH PURCHASE PAYMENTS MAY HAVE 
A SIGNIFICANT IMPACT ON WHETHER OR NOT A GUARANTEED PRINCIPAL ADJUSTMENT IS     
DUE. THEREFORE, THE GLWB RIDER MAY NOT BE APPROPRIATE FOR YOU IF YOU INTEND TO  
MAKE ADDITIONAL PURCHASE PAYMENTS AFTER THE 120-DAY PERIOD AND ARE PURCHASING   
THE GLWB RIDER FOR ITS GUARANTEED PRINCIPAL ADJUSTMENT FEATURE.                 

INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GLWB      
investment allocation restrictions see "Purchase -- Investment Allocation       
Restrictions for Certain Riders -- Investment Allocation and Other Purchase     
Payment Restrictions for the GLWB."                                             

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RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. For a detailed description of the 
restrictions or potential restrictions on subsequent Purchase Payments that may 
apply for your version of the GLWB, see the applicable subsection of            
"Purchase -- Investment Allocation Restrictions for Certain                     
Riders -- Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB."                                                                          

WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from        
Purchase Payments as described in "Expenses -- Withdrawal Charge" (also see     
"Expenses -- Withdrawal Charge -- Free Withdrawal Amount" and "Access to Your   
Money -- Systematic Withdrawal Program").                                       

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% Federal income tax penalty may apply.   

TAX TREATMENT. THE TAX TREATMENT OF WITHDRAWALS UNDER THE GLWB RIDER IS         
UNCERTAIN. IT IS CONCEIVABLE THAT THE AMOUNT OF POTENTIAL GAIN COULD BE         
DETERMINED BASED ON THE BENEFIT BASE UNDER THE GLWB RIDER AT THE TIME OF THE    
WITHDRAWAL, IF THE BENEFIT BASE IS GREATER THAN THE ACCOUNT VALUE (PRIOR TO     
WITHDRAWAL CHARGES, IF APPLICABLE). THIS COULD RESULT IN A GREATER AMOUNT OF    
TAXABLE INCOME REPORTED UNDER A WITHDRAWAL AND CONCEIVABLY A LIMITED ABILITY TO 
RECOVER ANY REMAINING BASIS IF THERE IS A LOSS ON SURRENDER OF THE CONTRACT.    
CONSULT YOUR TAX ADVISER PRIOR TO PURCHASE.                                     

OWNERSHIP. If you, the Owner, are a natural person, you must also be the        
Annuitant. If a non-natural person owns the contract, then the Annuitant will   
be considered the Owner in determining the issue age and Annual Benefit         
Payment. If Joint Owners are named, the age of the older Joint Owner will be    
used to determine the issue age and the Annual Benefit Payment. For the         
purposes of the Guaranteed Lifetime Withdrawal Benefit section of the           
Prospectus, "you" always means the Owner, older Joint Owner, or the Annuitant,  
if the Owner is a non-natural person.                                           

GLWB AND DECEDENT CONTRACTS. If you are purchasing this contract with a         
nontaxable transfer of the death benefit proceeds of any annuity contract or    
IRA (or any other tax-qualified arrangement) of which you were the Beneficiary  
and you are "stretching" the distributions under the Internal Revenue Service   
required distribution rules, you may not purchase a GLWB rider.                 

TERMINATION OF THE GLWB RIDER. The GLWB rider will terminate upon the earliest  
of:                                                                             

(1) the date of a full withdrawal of the Account Value that is: (a) an Excess   
    Withdrawal or a withdrawal prior to the Lifetime Withdrawal Age (a pro
     rata portion of the rider charge will be assessed); or (b) a Non-Excess
Withdrawal (you are still eligible to receive the Annual Benefit  
    Payment, provided the provisions and conditions of the rider have been
 met) (a pro rata portion of the rider charge will not be assessed);

(2) the date you apply any portion of the Account Value to an Annuity Option (a 
pro rata portion of the rider charge will be assessed);           

(3) the date there are insufficient funds to deduct the GLWB rider charge from  
 the Account Value and your contract is thereby terminated (whatever
    Account Value is available will be applied to pay the rider charge and
    you are still eligible to receive the Annual Benefit Payment, provided
    the provisions and conditions of the rider have been met; however, you
will have no other benefits under the contract);                  

(4) the death of the contract Owner or Joint Owner (or the Annuitant if the     
     Owner is a non-natural person), except where the primary Beneficiary is
 the spouse and the spouse elects to continue the contract under the
spousal continuation provisions of the contract (see "Spousal     
Continuation" below);                                             

(5) the death of the Owner after the first Spousal Continuation;                

(6) a change of the Owner or Joint Owner for any reason, subject to our         
    administrative procedures (a pro rata portion of the rider charge will
be assessed);                                                     

(7) the effective date of the cancellation of the rider;                        

(8) the termination of the contract to which the rider is attached, other than  
     due to death (a pro rata portion of the rider charge will be assessed);
or                                                                

(9) the date you assign your contract, subject to our administrative procedures 
(a pro rata portion of the rider charge will be assessed).        

Under our current administrative procedures, we will waive the termination of   
the GLWB rider if you assign a portion of the contract under the following      
limited circumstances: if the new Owner or assignee assumes full ownership of   
the contract and is essentially the same person or if the                       

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assignment is solely for your benefit on account of your direct transfer of     
Account Value under Section 1035 of the Code to fund premiums for a long term   
care insurance policy or Purchase Payments for an annuity contract issued by an 
insurance company which is not our affiliate and which is licensed to conduct   
business in any state. All such direct transfers are subject to any applicable  
withdrawal charges.                                                             

Once the rider is terminated, the GLWB rider charge will no longer be deducted  
and the GLWB investment allocation restrictions and any Purchase Payment        
restrictions will no longer apply.                                              

SPOUSAL CONTINUATION. Subject to the Minimum Spousal Age (see "GLWB Rate        
Table"), if your spouse continues the contract under the Spousal Continuation   
provisions of the contract, and the GLWB is in effect at the time of the        
continuation, then the same terms and conditions that applied to the contract   
Owner under the GLWB will continue to apply to the surviving spouse, and the    
surviving spouse is guaranteed to receive lifetime income regardless of         
investment performance, subject to the conditions described in "Operation of    
the GLWB" and provided the GLWB is not terminated or cancelled (see             
"Termination of the GLWB Rider" above). If your spouse is younger than the      
Minimum Spousal Age, your spouse may continue the contract; however, the GLWB   
will terminate.                                                                 

If no withdrawal has been made after the Lifetime Withdrawal Age and the        
contract has been continued under Spousal Continuation, then the first          
withdrawal by the new Owner after the new Owner reaches the Lifetime Withdrawal 
Age will determine the GLWB Withdrawal Rate. However, if a withdrawal has been  
made after the Lifetime Withdrawal Age by the contract Owner prior to the       
contract Owner's death, the GLWB Withdrawal Rate that applies after Spousal     
Continuation will be the same as the GLWB Withdrawal Rate in effect prior to    
Spousal Continuation.                                                           

If the GLWB is continued under Spousal Continuation and the Account Value is    
subsequently reduced to zero because of a Non-Excess Withdrawal, or because     
there are insufficient funds to deduct any GLWB rider charge from the Account   
Value, lifetime payments will be made using the applicable Single Lifetime      
Guarantee Rate (see "GLWB Rate Table") to your spouse (the new contract Owner)  
for the rest of his or her life. The Joint Lifetime Guarantee Rate is not       
available after Spousal Continuation (see "GLWB Rate Table").                   

The GLWB will not terminate upon the first Spousal Continuation of the          
contract; however, it will terminate upon any subsequent Spousal Continuations. 

GUARANTEED LIFETIME WITHDRAWAL BENEFIT AND ANNUITIZATION. Since the Annuity     
Date at the time you purchase the contract is the later of age 90 of the        
Annuitant or 10 years from contract issue, you must make an election if you     
would like to extend your Annuity Date to the latest date permitted (subject to 
restrictions that may apply in your state, restrictions imposed by your selling 
firm, and our current established administrative procedures). If you elect to   
extend your Annuity Date to the latest date permitted, and that date is         
reached, your contract must be annuitized (see "Annuity Payments (The Income    
Phase)"), or you must make a complete withdrawal of your Account Value.         
Annuitization may provide higher income amounts than the payments under the     
GLWB, depending on the applicable annuity rates and your Account Value on the   
Annuity Date. Also, income provided by annuitizing under the applicable annuity 
rates may be higher due to different tax treatment of this income compared to   
the tax treatment of the payments received under the GLWB optional benefit.     

If you annuitize at the latest date permitted, you must elect one of the        
following options:                                                              

(1) Annuitize the Account Value under the contract's annuity provisions.        

(2) If you are eligible for lifetime withdrawals under the GLWB, elect to       
    receive the Annual Benefit Payment paid each year until your death (or
the later of your or your spousal Beneficiary's death).           

If you do not select an Annuity Option or elect to receive payments under the   
GLWB rider, we will annuitize your contract under the Life Annuity With 10      
Years of Annuity Payments Guaranteed Annuity Option. However, if we do, we will 
adjust your Annuity Payment or Annuity Option, if necessary, so your aggregate  
Annuity Payments will not be less than what you would have received under the   
GLWB rider.                                                                     

USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION SERVICE AND SYSTEMATIC           
WITHDRAWAL PROGRAM WITH GLWB                                                    

For IRAs and other contracts subject to Section 401(a)(9) of the Internal       
Revenue Code, you may be required to take withdrawals to fulfill minimum        
distribution requirements generally beginning at age 70 1/2.                    

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Used with the GLWB rider, our Automated Required Minimum Distribution Program   
can help you fulfill minimum distribution requirements with respect to your     
contract without reducing the Benefit Base on a proportionate basis. (Reducing  
the Benefit Base on a proportionate basis could have the effect of reducing or  
eliminating the guarantees of the GLWB rider.) The Automated Required Minimum   
Distribution Program calculates minimum distribution requirements with respect  
to your contract and makes payments to you on a monthly, quarterly, semi-annual 
or annual basis.                                                                

Alternatively, you may choose to enroll in the both the Automated Required      
Minimum Distribution Program and the Systematic Withdrawal Program (see "Access 
to Your Money -- Systematic Withdrawal Program"). In order to avoid taking      
withdrawals that could reduce the Benefit Base on a proportionate basis,        
withdrawals under the Systematic Withdrawal Program should not exceed the       
Annual Benefit Payment each Contract Year. Any amounts above the Annual Benefit 
Payment that need to be withdrawn to fulfill minimum distribution requirements  
can be paid out at the end of the calendar year by the Automated Required       
Minimum Distribution Program. For example, if you elect the GLWB rider, enroll  
in the Systematic Withdrawal Program and elect to receive monthly payments      
equal to the Annual Benefit Payment, you should also enroll in the Automated    
Required Minimum Distribution Program and elect to receive your Automated       
Required Minimum Distribution Program on an annual basis, after the Systematic  
Withdrawal Program monthly payment in December.                                 

If you enroll in either the automated required minimum distribution service or  
both the automated required minimum distribution service and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Benefit Base and Annual      
Benefit Payment being reduced.                                                  

To enroll the Automated Required Minimum Distribution Program and/or the        
Systematic Withdrawal Program, please contact our Annuity Service Center.       

GLWB DEATH BENEFIT                                                              

If you select the GLWB rider, you will receive the Principal Protection death   
benefit, as described under "Death Benefit -- Standard Death                    
Benefit -- Principal Protection." However, in states where approved, you may    
also select the GLWB Death Benefit for an additional charge when you select the 
GLWB rider if you are at least age 50 and not older than age 65 at the          
effective date of your contract.                                                

The GLWB Death Benefit is currently not available for purchase in Washington.   

You should understand that by electing both the GLWB rider and the GLWB Death   
Benefit, you will be paying for and receiving both a living benefit and a death 
benefit and the cost of the combined riders will be higher than the cost of     
either a GLWB rider or other available death benefits individually. Please note 
that other standard or optional death benefits are available under the          
contract. You should also understand that once GLWB rider lifetime payments     
begin or the GLWB rider terminates, the GLWB Death Benefit will be terminated.  

SUMMARY OF THE GLWB DEATH BENEFIT                                               

Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if 
greater than the Principal Protection death benefit (see "Death                 
Benefit -- Standard Death Benefit -- Principal Protection") will be paid        
instead of the Principal Protection death benefit. All other provisions of your 
contract's death benefit will apply.                                            

OPERATION OF THE GLWB DEATH BENEFIT                                             

The following section describes how the GLWB Death Benefit operates. When       
reading the following descriptions of the operation of the GLWB Death Benefit   
(for example, "Excess Withdrawals," "Non-Excess Withdrawals," "Rollup Rate,"    
"Rollup Rate Period End Date," "Automatic Step-Up" and "Benefit Base"), refer   
to the "Guaranteed Lifetime Withdrawal Benefit" section above.                  

If you select the GLWB Death Benefit, the amount of the death benefit will be   
the greater of:                                                                 

(1) the GLWB Death Benefit Base; and                                            

(2) the Principal Protection death benefit.                                     

(See Appendix D for examples illustrating the operation of the GLWB Death       
Benefit.)                                                                       

GLWB DEATH BENEFIT BASE. The GLWB Death Benefit Base is an amount used to       
determine your death benefit, and is also the amount the GLWB Death Benefit     
rider charge is applied. As of the Issue Date, the initial GLWB Death Benefit   
Base is equal to your initial purchase payment. The GLWB Death Benefit Base     
will be increased by the amount of each purchase payment made, and reduced for  
all withdrawals as described below.                                             

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The GLWB Death Benefit Base cannot be withdrawn in a lump sum.                  

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals to retain the full benefit of this rider. In other words,    
you should not take Excess Withdrawals.                                         

IF YOU TAKE AN EXCESS WITHDRAWAL, WE WILL REDUCE THE GLWB DEATH BENEFIT BASE IN 
THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY WITHDRAWAL CHARGE)       
REDUCES THE ACCOUNT VALUE. THE REDUCTION IN THE GLWB DEATH BENEFIT BASE MAY BE  
SIGNIFICANT. You are still eligible to receive the death benefit so long as the 
Account Value does not decline to zero.                                         

ANY WITHDRAWALS TAKEN PRIOR TO THE DATE YOU REACH THE LIFETIME WITHDRAWAL AGE   
WILL TRIGGER A PROPORTIONAL ADJUSTMENT TO THE GLWB DEATH BENEFIT BASE.          

After the Lifetime Withdrawal Age, the GLWB Death Benefit Base will be reduced  
for all withdrawals. Non-Excess Withdrawals reduce the GLWB Death Benefit Base  
by the amount of the withdrawal. Excess Withdrawals, and any subsequent         
withdrawals that occur in that Contract Year, trigger a Proportional Adjustment 
to the GLWB Death Benefit Base.                                                 

IF YOU TAKE AN EXCESS WITHDRAWAL IN A CONTRACT YEAR, YOU MAY BE ABLE TO REDUCE  
THE IMPACT OF THE EXCESS WITHDRAWAL ON YOUR GLWB DEATH BENEFIT BASE BY MAKING   
TWO SEPARATE WITHDRAWALS (ON DIFFERENT DAYS) INSTEAD OF A SINGLE WITHDRAWAL.    
The first withdrawal should be equal to your Annual Benefit Payment (or         
Remaining Annual Benefit Payment if withdrawals have already occurred in the    
Contract Year); this withdrawal will reduce your GLWB Death Benefit Base by the 
amount of the withdrawal. The second withdrawal (on a subsequent day) should be 
for the amount in excess of the Annual Benefit Payment (or Remaining Annual     
Benefit Payment); this withdrawal will cause a Proportional Adjustment to your  
GLWB Death Benefit Base. For an example of taking multiple withdrawals in this  
situation, see Appendix D, "Withdrawals -  Withdrawals After the Lifetime       
Withdrawal Age -  Excess Withdrawals."                                          

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the GLWB Death Benefit   
Base will be increased by an amount equal to the Rollup Rate multiplied by the  
GLWB Death Benefit Base before such increase. The GLWB Death Benefit Base will  
not be increased by the Rollup Rate if: (1) a withdrawal has occurred in the    
Contract Year ending immediately prior to that contract anniversary, or (2)     
after the Rollup Rate Period End Date.                                          

The Rollup Rate, if applicable, is applied before deducting any rider charge    
and before taking into account any Automatic Step-Up occurring on such contract 
anniversary. The GLWB Death Benefit Base may also increase due to an Automatic  
Step-Up.                                                                        

AUTOMATIC STEP-UP. If an Automatic Step-Up increases the Benefit Base to the    
Account Value on the date of the Automatic Step-Up (see "Guaranteed Lifetime    
Withdrawal Benefit -- Automatic Step-Up"), the GLWB Death Benefit Base will     
also increase to the Account Value, after deducting any rider charge but prior  
to processing any transactions on such date.                                    

The Automatic Step-Up:                                                          

o  will increase the GLWB Death Benefit Base to the Account Value on the date   
  of the Automatic Step-Up regardless of whether or not you have taken any
withdrawals; and                                                      

o  may increase the GLWB Death Benefit rider charge to a rate that does not     
   exceed the lower of: (a) the GLWB Death Benefit maximum charge (1.20%) or
    (b) the current rate that we would charge for the same rider with the same
benefits, if available for new contract purchases at the time of the  
Automatic Step-Up.                                                    

If however, the GLWB Death Benefit rider charge currently applicable to such    
Automatic Step-Up is less than or equal to your GLWB Death Benefit rider charge 
your rate will not change.                                                      

You may choose to decline the Automatic Step-Up and related increased GLWB      
Death Benefit rider charge. Once you notify us of your decision to decline the  
Automatic Step-Up, you will no longer be eligible for future Automatic Step-Ups 
until you notify us in writing at our Annuity Service Center that you wish to   
reinstate the Automatic Step-Ups (see "Guaranteed Lifetime Withdrawal           
Benefit -- Automatic Step-Up" above.)                                           

TERMINATION OF THE GLWB DEATH BENEFIT. If the GLWB rider is cancelled or        
terminated as described above under "Guaranteed Lifetime Withdrawal             
Benefit -- Termination of the GLWB Rider", the GLWB                             

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Death Benefit will terminate and the GLWB Death Benefit charge will no longer   
be deducted.                                                                    

SPOUSAL CONTINUATION. For information on Spousal Continuation, see the          
"Operation of the GLWB -- Spousal Continuation" section.                        

GLWB RATE TABLE                                                                 

The GLWB Rate Table lists the following for the GLWB rider.                     

o  Rollup Rate: Prior to the Rollup Rate Period End Date, the minimum rate at   
-----------                                                               
which the Benefit Base is increased at each contract anniversary if a 
withdrawal has not occurred in the previous Contract Year.            

o  Rollup Rate Period End Date: The period of time following the contract issue 
---------------------------                                               
 date during which the Benefit Base (and the GLWB Death Benefit Base, if
applicable) will be increased by an amount equal to the Rollup Rate   
multiplied by the Benefit Base (or GLWB Death Benefit Base, if        
applicable).                                                          

o  GLWB Withdrawal Rate: After the Lifetime Withdrawal Age, if you take         
--------------------                                                      
   withdrawals that do not exceed the GLWB Withdrawal Rate multiplied by the
Benefit Base (the "Annual Benefit Payment") such withdrawals will not 
 reduce the Benefit Base and Annual Benefit Payment. (Taking withdrawals
 that exceed the Annual Benefit Payment will reduce the Benefit Base and
  Annual Benefit Payment and may have a significant negative impact on the
 value of the benefits available under the GLWB -- see "Operation of the
GLWB -- Managing Your Withdrawals.") For IRAs and other Qualified     
Contracts, also see "Operation of the GLWB -- Required Minimum        
Distributions."                                                       

o  GLWB Lifetime Guarantee Rate: If your Account Value is reduced to zero after 
----------------------------                                              
  the Lifetime Withdrawal Age because you make a Non-Excess Withdrawal, we
  will first pay you any Remaining Annual Benefit Payment in effect at the
 time the Account Value is reduced to zero (see "Annual Benefit Payment"
    above). Effective as of your next contract anniversary, we will then begin
    making monthly payments, using the applicable GLWB Lifetime Guarantee Rate
   multiplied by the Benefit Base, to you for the rest of your life. If your
    Account Value is reduced to zero after the Lifetime Withdrawal Age because
   there are insufficient funds to deduct any rider charge from your Account
 Value, we will begin making monthly payments, using the applicable GLWB
Lifetime Guarantee Rate, to you for the rest of your life.            

DIFFERENT VERSIONS OF THE GLWB. From time to time, we may introduce new         
versions of the GLWB rider. If we introduce a new version of the rider, we      
generally will do so by updating the GLWB Rate Table to show the new version,   
together with any prior versions, the dates each rider version was offered, and 
the specific rates and other terms applicable to each version. Changes to the   
GLWB Rate Table after the date of this prospectus, reflecting a new version of  
the rider, will be made in a supplement to the prospectus.                      

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GLWB RATE TABLE                                                                 

FLEXCHOICE LEVEL                                                                

Offers a steady GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate           
throughout your lifetime.                                                       

                                                        [Enlarge/Download Table]

                                                                                                        GLWB LIFETIME    
   DATE         DATE            ROLLUP RATE   LIFETIME       MINIMUM        GLWB WITHDRAWAL RATE        GUARANTEE RATE   
   FIRST        LAST    ROLLUP   PERIOD END  WITHDRAWAL      SPOUSAL        (WHEN ACCOUNT VALUE      (WHEN ACCOUNT VALUE 
 AVAILABLE   AVAILABLE   RATE       DATE         AGE           AGE          IS GREATER THAN $0)       IS REDUCED TO $0)  
                                                                                                                         
                                                                          Age at 1st                Single      Joint    
                                                                          Withdrawal    Withdrawal  Lifetime    Lifetime 
                                                                           After Age       Rate     Guarantee   Guarantee
                                                                            59 1/2                     Rate        Rate  
                                                         Your Spouse's                                                   
                                                         Date of Birth  59 1/2 to less                                   
                                                                                           4.00%      4.00%       3.00%  
                                    10th                   may not be       than 65                                      
06/27/16/1/     --      5.00%     Contract    59 1/2      more than 10                                                   
                                Anniversary               years after     65 to less                                     
                                                                                           5.00%      5.00%       4.00%  
                                                          your Date of      than 75                                      
                                                             Birth.                                                      
                                                                          75 to less                                     
                                                                                           5.25%      5.25%       4.25%  
                                                                            than 80                                      
                                                                              80+          5.75%      5.75%       4.75%  

FLEXCHOICE EXPEDITE                                                             

Offers a higher GLWB Withdrawal Rate while your Account Value is greater than   
zero and a reduced GLWB Lifetime Guarantee Rate if your Account Value is        
reduced to zero.                                                                

                                                        [Enlarge/Download Table]

                                    ROLLUP                                                
    DATE        DATE                 RATE       LIFETIME                                  
   FIRST        LAST     ROLLUP   PERIOD END   WITHDRAWAL                                 
 AVAILABLE   AVAILABLE    RATE       DATE          AGE                                    
                                                                                          
                                     10th                                                 
06/27/16/1/     --       5.00%     Contract     59 1/2                                    
                                  Anniversary                                             


    DATE                         GLWB WITHDRAWAL RATE       GLWB LIFETIME GUARANTEE RATE  
   FIRST         MINIMUM         (WHEN ACCOUNT VALUE            (WHEN ACCOUNT VALUE       
 AVAILABLE     SPOUSAL AGE       IS GREATER THAN $0)             IS REDUCED TO $0)        
                                                                                          
                                                         Age When                         
                               Age at 1st                            Single      Joint    
                                                          Account                         
                               Withdrawal   Withdrawal               Lifetime    Lifetime 
                                                         Value is                         
                                After Age      Rate                  Guarantee   Guarantee
                                                         Reduced to                       
                                 59 1/2                                 Rate        Rate  
                                                            Zero                          
                                                            79 or                         
                                                                       3.00%       2.00%  
                                59 1/2 to                  younger                        
                                               5.00%                                      
                              less than 65                                                
              Your Spouse's                                                               
                                                             80+       3.25%       2.25%  
              Date of Birth                                                               
                                                            79 or                         
               may not be                                                                 
                                                                       4.00%       3.00%  
06/27/16/1/                                                                               
                               65 to less                  younger                        
              more than 10                                                                
                                               6.00%                                      
                                 than 75                                                  
            years after your                                                              
                                                             80+       4.25%       3.25%  
             Date of Birth.                                                               
                                                            79 or                         
                                                                       4.00%       3.00%  
                               75 to less                  younger                        
                                               6.00%                                      
                                 than 80                                                  
                                                             80+       4.25%       3.25%  
                                                            79 or                         
                                                                        N/A         N/A   
                                                           younger                        
                                   80+         6.75%                                      
                                                             80+       5.00%       4.00%  

(1) The GLWB is available for purchase in all states. The GLWB Death Benefit is 
currently available for purchase in all states except Washington.               

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LIFETIME WITHDRAWAL GUARANTEE                                                   

If you want to invest your Account Value in the Investment Portfolio(s) during  
the Accumulation Phase, but also want to assure that your entire Purchase       
Payment will be guaranteed to be returned to you, we offer an optional rider    
for an additional charge, called the Lifetime Withdrawal Guarantee (LWG).       

The LWG rider is designed to allow you to invest your Account Value in the      
Investment Portfolios, while guaranteeing that at least the entire amount of    
the Purchase Payments you make will be returned to you through a series of      
withdrawals, which you may begin taking immediately or at a later time,         
provided withdrawals in any Contract Year do not exceed the maximum amount      
allowed. Moreover, if you make your first withdrawal on or after the date you   
reach age 59 1/2, the LWG rider guarantees income for your life (and the life   
of your spouse, if the Joint Life version of the rider was elected, and your    
spouse elects to continue the contract and is at least age 59 1/2 at            
continuation), even after the entire amount of Purchase Payments has been       
returned. (See "Operation of the Lifetime Withdrawal Guarantee" below and       
sections A and B of Appendix E.)                                                

You may purchase the LWG rider if you are not older than age 80 on the          
effective date of your contract. You may not have this benefit and another      
living benefit (i.e., the GLWB rider) or the optional GLWB Death Benefit in     
effect at the same time. If you select the LWG, you may select the optional     
Annual Step-Up Death Benefit and/or the Earnings Preservation Benefit. Once     
elected, the LWG rider may not be terminated except as stated below.            

SUMMARY OF THE LIFETIME WITHDRAWAL GUARANTEE                                    

The following section provides a summary of how the Lifetime Withdrawal         
Guarantee (LWG) rider works. A more detailed explanation of the operation of    
the LWG is provided in the section below called "Operation of the Lifetime      
Withdrawal Guarantee."                                                          

The LWG guarantees that the entire amount of Purchase Payments you make will be 
returned to you through a series of withdrawals over time. IF YOU MAKE YOUR     
FIRST WITHDRAWAL ON OR AFTER THE DATE YOU REACH AGE 59 1/2, THE LWG RIDER       
GUARANTEES INCOME FOR YOUR LIFE (AND THE LIFE OF YOUR SPOUSE, IF THE JOINT LIFE 
VERSION OF THE RIDER WAS ELECTED, AND YOUR SPOUSE ELECTS TO CONTINUE THE        
CONTRACT AND IS AT LEAST AGE 59 1/2 AT CONTINUATION), EVEN AFTER THE ENTIRE     
AMOUNT OF PURCHASE PAYMENTS HAS BEEN RETURNED.                                  

Under the LWG, the "Total Guaranteed Withdrawal Amount" (TGWA) is the minimum   
amount that you are guaranteed to receive over time while the Lifetime          
Withdrawal Guarantee rider is in effect. The TGWA is multiplied by the          
applicable withdrawal rate to determine your Annual Benefit Payment. The rider  
guarantee may be reduced if your annual withdrawals are greater than the Annual 
Benefit Payment.                                                                

THE RIDER WILL NOT GUARANTEE LIFETIME INCOME IF YOU TAKE YOUR FIRST WITHDRAWAL  
BEFORE THE OWNER OR OLDER JOINT OWNER (OR THE ANNUITANT IF THE OWNER IS A       
NON-NATURAL PERSON) IS AGE 59 1/2. The "Remaining Guaranteed Withdrawal Amount" 
(RGWA) is the remaining amount you are guaranteed to receive over time. The     
initial RGWA is equal to the initial TGWA and is increased and reduced as       
described below under "Operation of the Lifetime Withdrawal Guarantee -         
Remaining Guaranteed Withdrawal Amount."                                        

IT IS IMPORTANT TO RECOGNIZE THAT THE TGWA AND THE RGWA ARE NOT AVAILABLE TO BE 
TAKEN AS A LUMP SUM AND DO NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A   
MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. However, if you cancel the         
Lifetime Withdrawal Guarantee rider after a waiting period of at least fifteen  
years, the Guaranteed Principal Adjustment will increase your Account Value to  
the Purchase Payments credited within the first 120 days of the date that we    
issue the contract, reduced proportionately for any withdrawals. (See           
"Operation of the Lifetime Withdrawal Guarantee -  Cancellation and Guaranteed  
Principal Adjustment" below.)                                                   

OPERATION OF THE LIFETIME WITHDRAWAL GUARANTEE                                  

The following section describes how the Lifetime Withdrawal Guarantee (LWG)     
operates.                                                                       

(See Appendix E for examples illustrating the operation of the LWG.)            

TOTAL GUARANTEED WITHDRAWAL AMOUNT. The Total Guaranteed Withdrawal Amount is   
the minimum amount that you are guaranteed to receive over time while the       
Lifetime Withdrawal Guarantee rider is in effect. We assess the Lifetime        
Withdrawal Guarantee rider charge as a percentage of the Total Guaranteed       
Withdrawal Amount. The initial Total Guaranteed Withdrawal Amount is equal      

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to your initial Purchase Payment. The Total Guaranteed Withdrawal Amount is     
increased (up to a maximum of $5,000,000) by additional Purchase Payments. The  
Total Guaranteed Withdrawal Amount is also increased by the Compounding Income  
Amount, as described below.                                                     

Withdrawals that do not exceed the Annual Benefit Payment (see "Annual Benefit  
Payment" below) do not reduce the Total Guaranteed Withdrawal Amount. We refer  
to this type of withdrawal as a Non-Excess Withdrawal. IF, HOWEVER, YOU TAKE A  
WITHDRAWAL THAT RESULTS IN CUMULATIVE WITHDRAWALS FOR THE CURRENT CONTRACT YEAR 
THAT EXCEED THE ANNUAL BENEFIT PAYMENT (AN "EXCESS WITHDRAWAL"), THEN WE WILL   
REDUCE THE TOTAL GUARANTEED WITHDRAWAL AMOUNT BY AN AMOUNT EQUAL TO THE         
DIFFERENCE BETWEEN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT AFTER THE WITHDRAWAL  
AND THE ACCOUNT VALUE AFTER THE DECREASE FOR THE WITHDRAWAL (INCLUDING ANY      
APPLICABLE WITHDRAWAL CHARGE), IF SUCH ACCOUNT VALUE IS LOWER THAN THE TOTAL    
GUARANTEED WITHDRAWAL AMOUNT. DEPENDING ON THE RELATIVE AMOUNTS OF THE TOTAL    
GUARANTEED WITHDRAWAL AMOUNT AND THE ACCOUNT VALUE, SUCH A REDUCTION MAY RESULT 
IN A SIGNIFICANT REDUCTION IN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT, AND COULD 
HAVE THE EFFECT OF REDUCING OR ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED  
TO RECEIVE OVER TIME UNDER THE LWG RIDER. (SEE "MANAGING YOUR WITHDRAWALS"      
BELOW.) If the Account Value after the decrease for the withdrawal (including   
any applicable withdrawal charge) is equal to or higher than the Total          
Guaranteed Withdrawal Amount after the withdrawal, the Total Guaranteed         
Withdrawal Amount will not change. (See sections A and B of Appendix E for      
examples of how withdrawals affect the Total Guaranteed Withdrawal Amount.)     

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The Remaining Guaranteed Withdrawal     
Amount is the remaining amount you are guaranteed to receive over time. The     
initial Remaining Guaranteed Withdrawal Amount is equal to the initial Total    
Guaranteed Withdrawal Amount. The Remaining Guaranteed Withdrawal Amount is     
increased (up to a maximum of $5,000,000) by additional Purchase Payments. The  
Remaining Guaranteed Withdrawal Amount is also increased by the Compounding     
Income Amount, as described below.                                              

The Remaining Guaranteed Withdrawal Amount is decreased by the amount of each   
withdrawal (including any applicable withdrawal charges), regardless of whether 
or not the withdrawal exceeds the Annual Benefit Payment. IF A WITHDRAWAL       
RESULTS IN CUMULATIVE WITHDRAWALS FOR THE CURRENT CONTRACT YEAR THAT EXCEED THE 
ANNUAL BENEFIT PAYMENT (AN "EXCESS WITHDRAWAL"), THE REMAINING GUARANTEED       
WITHDRAWAL AMOUNT WILL ALSO BE REDUCED BY AN ADDITIONAL AMOUNT EQUAL TO THE     
DIFFERENCE BETWEEN THE REMAINING GUARANTEED WITHDRAWAL AMOUNT AFTER THE         
WITHDRAWAL AND THE ACCOUNT VALUE AFTER THE WITHDRAWAL (IF SUCH ACCOUNT VALUE IS 
LOWER THAN THE REMAINING GUARANTEED WITHDRAWAL AMOUNT). DEPENDING ON THE        
RELATIVE AMOUNTS OF THE REMAINING GUARANTEED WITHDRAWAL AMOUNT AND THE ACCOUNT  
VALUE, SUCH A REDUCTION MAY RESULT IN A SIGNIFICANT REDUCTION IN THE REMAINING  
GUARANTEED WITHDRAWAL AMOUNT, AND COULD HAVE THE EFFECT OF REDUCING OR          
ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED TO RECEIVE OVER TIME UNDER THE  
LWG RIDER. (SEE "MANAGING YOUR WITHDRAWALS" BELOW.) If the Account Value after  
the decrease for the withdrawal (including any applicable withdrawal charge) is 
equal to or higher than the Remaining Guaranteed Withdrawal Amount after the    
withdrawal, the only change to the Remaining Guaranteed Withdrawal Amount will  
be the reduction by the amount of the withdrawal (including any applicable      
withdrawal charge). Limiting your cumulative withdrawals during a Contract Year 
to not more than the Annual Benefit Payment will result in dollar-for-dollar    
treatment of the withdrawals.                                                   

As described below under "Annual Benefit Payment," the Remaining Guaranteed     
Withdrawal Amount is the total amount you are guaranteed to receive over time   
if you take your first withdrawal before the Owner or older Joint Owner (or the 
Annuitant if the Owner is a non-natural person) is age 59 1/2. The Remaining    
Guaranteed Withdrawal Amount is also used to calculate an alternate death       
benefit available under the Lifetime Withdrawal Guarantee (see "Additional      
Information" below). We will continue to assess the Lifetime Withdrawal         
Guarantee rider charge even in the case where your Remaining Guaranteed         
Withdrawal Amount equals zero. (See sections A and B of Appendix E for examples 
of how withdrawals affect the Remaining Guaranteed Withdrawal Amount.)          

COMPOUNDING INCOME AMOUNT. The Compounding Income Amount increases the Total    
Guaranteed Withdrawal Amount and the Remaining Guaranteed                       

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Withdrawal Amount (up to a maximum of $5,000,000) by 4% on each contract        
anniversary until the earlier of: (a) the date of the first withdrawal from the 
contract, or (b) the tenth contract anniversary. We take the Total Guaranteed   
Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount as of the last 
day of the Contract Year to determine the amount subject to the increase. The   
Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount   
may also be increased by the Automatic Annual Step-Up, if that would result in  
a higher Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal 
Amount. (See section C of Appendix E.) The 4% increase described in this        
section will be made before any step-ups, as described under "Automatic Annual  
Step-Up" below.                                                                 

AUTOMATIC ANNUAL STEP-UP. On each contract anniversary prior to the Owner's     
86th birthday, an Automatic Annual Step-Up will occur, provided that the        
Account Value exceeds the Total Guaranteed Withdrawal Amount (after             
compounding) immediately before the step-up (and provided that you have chosen  
not to decline the step-up as described below).                                 

The Automatic Annual Step-Up:                                                   

o  resets the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed   
    Withdrawal Amount to the Account Value on the date of the step-up, up to a
maximum of $5,000,000;                                                

o  resets the Annual Benefit Payment equal to the Withdrawal Rate (see "Annual  
Benefit Payment" below) multiplied by the Total Guaranteed Withdrawal 
Amount after the step-up; and                                         

o  may reset the Lifetime Withdrawal Guarantee rider charge to a rate that does 
  not exceed the lower of: (a) the maximum rider charge applicable to your
version of the Lifetime Withdrawal Guarantee (1.60% for Single Life or
 1.80% for Joint Life), or (b) the current rate that we would charge for
the same rider available for new contract purchases at the time of the
step-up.                                                              

In the event that the charge applicable to contract purchases at the time of    
the step-up is higher than your current Lifetime Withdrawal Guarantee rider     
charge, you will be notified in writing a minimum of 30 days in advance of the  
applicable contract anniversary and be informed that you may choose to decline  
the Automatic Annual Step-Up. If you choose to decline the Automatic Annual     
Step-Up, you must notify us in accordance with our Administrative Procedures    
(currently we require you to submit your request in writing to our Annuity      
Service Center no less than seven calendar days prior to the applicable         
contract anniversary). Once you notify us of your decision to decline the       
Automatic Annual Step-Up, you will no longer be eligible for future Automatic   
Annual Step-Ups until you notify us in writing to our Annuity Service Center    
that you wish to reinstate the step-ups. This reinstatement will take effect at 
the next contract anniversary after we receive your request for reinstatement.  
(See section D of Appendix E.)                                                  

Please note that the Automatic Annual Step-Up may be of limited benefit if you  
intend to make Purchase Payments that would cause your Account Value to         
approach $5,000,000, since the Total Guaranteed Withdrawal Amount and Remaining 
Guaranteed Withdrawal Amount cannot exceed $5,000,000.                          

ANNUAL BENEFIT PAYMENT. The initial Annual Benefit Payment is equal to the      
initial Total Guaranteed Withdrawal Amount multiplied by the Withdrawal Rate.   
The current Withdrawal Rate is 4%. If the Total Guaranteed Withdrawal Amount is 
later recalculated (for example, because of additional Purchase Payments, the   
Compounding Income Amount, the Automatic Annual Step-Up, or Excess              
Withdrawals), the Annual Benefit Payment is reset equal to the new Total        
Guaranteed Withdrawal Amount multiplied by the Withdrawal Rate.                 

o  If you take your first withdrawal before the date you reach age 59 1/2, we   
will continue to pay the Annual Benefit Payment each year until the   
  Remaining Guaranteed Withdrawal Amount is depleted, even if your Account
 Value declines to zero due to market performance, so long as you do not
 take Excess Withdrawals; however, you will not be guaranteed income for
the rest of your life.                                                

o  If you take your first withdrawal on or after the date you reach age 59 1/2, 
   we will continue to pay the Annual Benefit Payment each year for the rest
 of your life (and the life of your spouse, if the Joint Life version of
the Lifetime Withdrawal Guarantee rider was elected, and your spouse  
elects to continue the contract and is at least age 59 1/2 at         
   continuation), even if your Remaining Guaranteed Withdrawal Amount and/or
Account Value declines to zero.                                       

YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN TAKING WITHDRAWALS IF YOU HAVE      
ELECTED THE LIFETIME WITHDRAWAL GUARANTEE. IF YOU BEGIN                         

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TAKING WITHDRAWALS TOO SOON, YOU MAY LIMIT THE VALUE OF THE LIFETIME WITHDRAWAL 
GUARANTEE. FOR EXAMPLE, IF YOU TAKE YOUR FIRST WITHDRAWAL BEFORE THE DATE YOU   
REACH AGE 59 1/2, YOU WILL NOT BE GUARANTEED INCOME FOR THE REST OF YOUR LIFE.  
IN ADDITION, YOUR TOTAL GUARANTEED WITHDRAWAL AMOUNT IS NO LONGER INCREASED BY  
THE COMPOUNDING INCOME AMOUNT ONCE YOU MAKE YOUR FIRST WITHDRAWAL. IF YOU DELAY 
TAKING WITHDRAWALS FOR TOO LONG, YOU MAY LIMIT THE NUMBER OF YEARS AVAILABLE    
FOR YOU TO TAKE WITHDRAWALS IN THE FUTURE (DUE TO LIFE EXPECTANCY) AND YOU MAY  
BE PAYING FOR A BENEFIT YOU ARE NOT USING.                                      

At any time during the Accumulation Phase, you can elect to annuitize under     
current annuity rates in lieu of continuing the Lifetime Withdrawal Guarantee   
rider. Annuitization may provide higher income amounts if the current Annuity   
Option rates applied to the Adjusted Contract Value on the Annuity Date exceed  
the payments under the Lifetime Withdrawal Guarantee rider. Also, income        
amounts provided by annuitizing under current annuity rates may be higher due   
to different tax treatment of this income compared to the tax treatment of the  
payments received under the Lifetime Withdrawal Guarantee rider. (See "Federal  
Income Tax Status -  Withdrawals," and see "Lifetime Withdrawal Guarantee and   
Annuitization" at the end of this section of the prospectus.)                   

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals. To ensure that you retain the full guarantees of this       
rider, your annual withdrawals cannot exceed the Annual Benefit Payment each    
Contract Year. If a withdrawal charge does apply, the charge is not included in 
the amount withdrawn for the purpose of calculating whether annual withdrawals  
during a Contract Year exceed the Annual Benefit Payment.                       

IF YOU TAKE AN EXCESS WITHDRAWAL (A WITHDRAWAL FROM YOUR CONTRACT THAT RESULTS  
IN ANNUAL WITHDRAWALS DURING A CONTRACT YEAR EXCEEDING THE ANNUAL BENEFIT       
PAYMENT), THE TOTAL GUARANTEED WITHDRAWAL AMOUNT MAY BE RECALCULATED AND THE    
ANNUAL BENEFIT PAYMENT WILL BE REDUCED TO THE NEW TOTAL GUARANTEED WITHDRAWAL   
AMOUNT MULTIPLIED BY THE WITHDRAWAL RATE. IN ADDITION, AS NOTED ABOVE, IF YOU   
TAKE AN EXCESS WITHDRAWAL, THE REMAINING GUARANTEED WITHDRAWAL AMOUNT WILL ALSO 
BE REDUCED BY AN ADDITIONAL AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE          
REMAINING GUARANTEED WITHDRAWAL AMOUNT AFTER THE WITHDRAWAL AND THE ACCOUNT     
VALUE AFTER THE WITHDRAWAL (IF SUCH ACCOUNT VALUE IS LOWER THAN THE REMAINING   
GUARANTEED WITHDRAWAL AMOUNT). THESE REDUCTIONS IN THE TOTAL GUARANTEED         
WITHDRAWAL AMOUNT, ANNUAL BENEFIT PAYMENT, AND REMAINING GUARANTEED WITHDRAWAL  
AMOUNT MAY BE SIGNIFICANT. You are still eligible to receive either lifetime    
payments or the remainder of the Remaining Guaranteed Withdrawal Amount so long 
as the Excess Withdrawal did not cause your Account Value to drop to zero. AN   
EXCESS WITHDRAWAL THAT REDUCES THE ACCOUNT VALUE TO ZERO WILL TERMINATE THE     
CONTRACT.                                                                       

You can always take annual withdrawals less than the Annual Benefit Payment.    
However, if you choose to receive only a part of your Annual Benefit Payment in 
any given Contract Year, your Annual Benefit Payment is not cumulative and your 
Remaining Guaranteed Withdrawal Amount and Annual Benefit Payment will not      
increase. For example, if your Annual Benefit Payment is 4% of your Total       
Guaranteed Withdrawal Amount, you cannot withdraw 3% in one year and then       
withdraw 5% the next year without exceeding your Annual Benefit Payment in the  
second year. (See sections A and B of Appendix E.)                              

Income taxes and penalties may apply to your withdrawals, and withdrawal        
charges may apply to withdrawals during the first Contract Year unless you take 
the necessary steps to elect to take such withdrawals under a Systematic        
Withdrawal Program. Withdrawal charges will also apply to withdrawals of        
Purchase Payments that exceed the free withdrawal amount. (See "Expenses -      
Withdrawal Charge.") The withdrawal charge is deducted from the Remaining       
Guaranteed Withdrawal Amount.                                                   

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 
401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals 
to fulfill minimum distribution requirements generally beginning at age 70 1/2. 
These required distributions may be larger than your Annual Benefit Payment. If 
you enroll in the Automated Required Minimum Distribution Program and elect     
annual withdrawals, AFTER THE FIRST CONTRACT YEAR, we will increase your Annual 
Benefit Payment to equal your most recently calculated required minimum         
distribution amount, if such amount is greater than your Annual Benefit         
Payment. Otherwise, any cumulative withdrawals you make to satisfy your         
required minimum                                                                

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distribution amount may exceed your Annual Benefit Payment and may cause the    

Total Guaranteed Withdrawal Amount to be recalculated and the Annual Benefit    

Payment to be reduced. YOU MUST BE ENROLLED ONLY IN THE AUTOMATED REQUIRED      
            ----
MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN THE ANNUAL BENEFIT 
PAYMENT. YOU MAY NOT BE ENROLLED IN ANY OTHER SYSTEMATIC WITHDRAWAL PROGRAM.    
THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL. THE AUTOMATED REQUIRED        
MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION RELATING TO THIS CONTRACT  
ONLY. To enroll in the Automated Required Minimum Distribution Program, please  
contact our Annuity Service Center.                                             

JOINT LIFE VERSION. A Joint Life version of the Lifetime Withdrawal Guarantee   
rider is available. Like the Single Life version of the Lifetime Withdrawal     
Guarantee rider, the Joint Life version must be elected at the time you         
purchase the contract, and the Owner (or older Joint Owner) must be age 80 or   
younger. Under the Joint Life version, when the Owner of the contract dies (or  
when the first Joint Owner dies), the Lifetime Withdrawal Guarantee rider will  
automatically remain in effect only if the spouse is the primary Beneficiary    
and elects to continue the contract under the spousal continuation provisions.  
(See "Death Benefit -  Spousal Continuation.") This means that if you purchase  
the Joint Life version and subsequently get divorced, or your spouse is no      
longer the primary Beneficiary at the time of your death, he or she will not be 
eligible to receive payments under the Lifetime Withdrawal Guarantee rider. If  
the spouse is younger than age 59 1/2 when he or she elects to continue the     
contract, the spouse will receive the Annual Benefit Payment each year until    
the Remaining Guaranteed Withdrawal Amount is depleted. If the spouse is age    
59 1/2 or older when he or she elects to continue the contract, the spouse will 
receive the Annual Benefit Payment each year for the remainder of his or her    
life. (For information on the current and maximum rider charges for the Joint   
Life version of the Lifetime Withdrawal Guarantee, see "Expenses -  Lifetime    
Withdrawal Guarantee -  Rider Charge.")                                         

In situations in which a trust is both the Owner and Beneficiary of the         
contract, the Joint Life version of the Lifetime Withdrawal Guarantee would not 
apply.                                                                          

CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the   
Lifetime Withdrawal Guarantee rider on the contract anniversary every five      
Contract Years for the first 15 Contract Years and annually thereafter. We must 
receive your cancellation request within 30 days following the applicable       
contract anniversary in accordance with our Administrative Procedures           
(currently we require you to submit your request in writing to our Annuity      
Service Center). The cancellation will take effect upon our receipt of your     
request. If cancelled, the Lifetime Withdrawal Guarantee rider will terminate   
and we will no longer deduct the Lifetime Withdrawal Guarantee rider charge.    
The variable annuity contract, however, will continue.                          

If you cancel the Lifetime Withdrawal Guarantee rider on the fifteenth contract 
anniversary or any contract anniversary thereafter, we will add a Guaranteed    
Principal Adjustment to your Account Value. The Guaranteed Principal Adjustment 
is intended to restore your initial investment in the contract in the case of   
poor investment performance. The Guaranteed Principal Adjustment is equal to    
(a) - (b) where:                                                                

(a) is Purchase Payments credited within 120 days of the date that we issued    
  the contract, reduced proportionately by the percentage reduction in
    Account Value attributable to any partial withdrawals taken (including
any applicable withdrawal charges); and                           

(b) is the Account Value on the date of cancellation.                           

The Guaranteed Principal Adjustment will be added to each applicable Investment 
Portfolio in the ratio the portion of the Account Value in such Investment      
Portfolio bears to the total Account Value in all Investment Portfolios. The    
Guaranteed Principal Adjustment will never be less than zero.                   

ONLY PURCHASE PAYMENTS MADE DURING THE FIRST 120 DAYS THAT YOU HOLD THE         
CONTRACT ARE TAKEN INTO CONSIDERATION IN DETERMINING THE GUARANTEED PRINCIPAL   
ADJUSTMENT. CONTRACT OWNERS WHO ANTICIPATE MAKING PURCHASE PAYMENTS AFTER 120   
DAYS SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL NOT INCREASE THE GUARANTEED      
PRINCIPAL ADJUSTMENT. PURCHASE PAYMENTS MADE AFTER 120 DAYS ARE ADDED TO YOUR   
ACCOUNT VALUE AND IMPACT WHETHER OR NOT A BENEFIT IS DUE. THEREFORE, THE        
LIFETIME WITHDRAWAL GUARANTEE MAY NOT BE APPROPRIATE FOR YOU IF YOU INTEND TO   
MAKE ADDITIONAL PURCHASE PAYMENTS AFTER THE 120-DAY PERIOD AND ARE PURCHASING   
THE LIFETIME WITHDRAWAL GUARANTEE FOR ITS GUARANTEED PRINCIPAL ADJUSTMENT       
FEATURE.                                                                        

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WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from        
Purchase Payments of up to 8% of Purchase Payments taken in the first eight     
years following receipt of the applicable Purchase Payment. (See "Expenses -    
Withdrawal Charge -  Free Withdrawal Amount" and "Access to Your Money -        
Systematic Withdrawal Program.")                                                

TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax    
and, if made prior to age 59 1/2, a 10% federal tax penalty may apply.          

TAX TREATMENT. THE TAX TREATMENT OF WITHDRAWALS UNDER THE LWG RIDER IS          
UNCERTAIN. IT IS CONCEIVABLE THAT THE AMOUNT OF POTENTIAL GAIN COULD BE         
DETERMINED BASED ON THE REMAINING GUARANTEED WITHDRAWAL AMOUNT AT THE TIME OF   
THE WITHDRAWAL, IF THE REMAINING GUARANTEED WITHDRAWAL AMOUNT IS GREATER THAN   
THE ACCOUNT VALUE (PRIOR TO WITHDRAWAL CHARGES). THIS COULD RESULT IN A GREATER 
AMOUNT OF TAXABLE INCOME REPORTED UNDER A WITHDRAWAL AND CONCEIVABLY A LIMITED  
ABILITY TO RECOVER ANY REMAINING BASIS IF THERE IS A LOSS ON SURRENDER OF THE   
CONTRACT. CONSULT YOUR TAX ADVISER PRIOR TO PURCHASE.                           

LIFETIME WITHDRAWAL GUARANTEE AND DECEDENT CONTRACTS. If you are purchasing     
this contract with a nontaxable transfer of the death benefit proceeds of any   
annuity contract (whether a Qualified Contract or a Non-Qualified Contract) or  
IRA (or any other tax-qualified arrangement) of which you were the Beneficiary  
and you are "stretching" the distributions under the IRS required distribution  
rules, you may not purchase the Lifetime Withdrawal Guarantee rider.            

TERMINATION OF THE LIFETIME WITHDRAWAL GUARANTEE RIDER. The Lifetime Withdrawal 
Guarantee rider will terminate upon the earliest of:                            

(1) the date of a full withdrawal of the Account Value (you are still eligible  
      to receive either the Remaining Guaranteed Withdrawal Amount or lifetime
 payments, provided the withdrawal did not exceed the Annual Benefit
      Payment and the provisions and conditions of the rider have been met) (a
pro rata portion of the rider charge will be assessed);           

(2) the date all of the Account Value is applied to an Annuity Option (a pro    
rata portion of the rider charge will be assessed);               

(3) the date there are insufficient funds to deduct the Lifetime Withdrawal     
Guarantee rider charge from the Account Value and your contract is
     thereby terminated (whatever Account Value is available will be applied
      to pay the rider charge and you are still eligible to receive either the
   Remaining Guaranteed Withdrawal Amount or lifetime payments, provided
    the provisions and conditions of the rider have been met; however, you
will have no other benefits under the contract);                  

(4) death of the Owner or Joint Owner (or the Annuitant if the Owner is a       
      non-natural person), except where the contract is issued under the Joint
Life version of the Lifetime Withdrawal Guarantee, the primary    
Beneficiary is the spouse, and the spouse elects to continue the  
 contract under the spousal continuation provisions of the contract;

(5) change of the Owner or Joint Owner for any reason, subject to our           
    administrative procedures (a pro rata portion of the rider charge will
be assessed);                                                     

(6) the effective date of the cancellation of the rider; or                     

(7) termination of the contract to which the rider is attached, other than due  
 to death (a pro rata portion of the rider charge will be assessed).

Once the rider is terminated, the Lifetime Withdrawal Guarantee rider charge    
will no longer be deducted.                                                     

ADDITIONAL INFORMATION. The Lifetime Withdrawal Guarantee rider may affect the  
death benefit available under your contract. If the Owner or Joint Owner should 
die while the Lifetime Withdrawal Guarantee rider is in effect, an additional   
death benefit amount will be calculated under the Lifetime Withdrawal Guarantee 
rider which can be taken in a lump sum. The Lifetime Withdrawal Guarantee death 
benefit amount that may be taken as a lump sum will be equal to total Purchase  
Payments less any partial withdrawals (deducted on a dollar-for-dollar basis).  
If this death benefit amount is greater than the death benefit provided by your 
contract, and if withdrawals in each Contract Year did not exceed the Annual    
Benefit Payment, then this death benefit amount will be paid instead of the     
death benefit provided by the contract. All other provisions of your contract's 
death benefit will apply.                                                       

Alternatively, the Beneficiary may elect to receive the Remaining Guaranteed    
Withdrawal Amount as a death benefit in which case we will pay the Remaining    

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Guaranteed Withdrawal Amount on a monthly basis (or any mutually agreed upon    
frequency, but no less frequently than annually) until the Remaining Guaranteed 
Withdrawal Amount is exhausted. The Beneficiary's withdrawal rights then come   
to an end. Currently, there is no minimum dollar amount for the payments,       
however, we reserve the right to accelerate any payment, in a lump sum, that is 
less that $500 (see below). This death benefit will be paid instead of the      
applicable contractual death benefit or the additional death benefit amount     
calculated under the Lifetime Withdrawal Guarantee as described above.          
Otherwise, the provisions of those contractual death benefits will determine    
the amount of the death benefit. Except as may be required by the Internal      
Revenue Code, an annual payment will not exceed the Annual Benefit Payment. If  
your Beneficiary dies while such payments are made, we will continue making the 
payments to the Beneficiary's estate unless we have agreed to another payee in  
writing. If the contract is a Non-Qualified Contract, any death benefit must be 
paid out over a time period and in a manner that satisfies Section 72(s) of the 
Internal Revenue Code. If the Owner (or the Annuitant, if the Owner is not a    
natural person) dies prior to the "annuity starting date" (as defined under the 
Internal Revenue Code and regulations thereunder), the period over which the    
Remaining Guaranteed Withdrawal Amount is paid as a death benefit cannot exceed 
the remaining life expectancy of the payee under the appropriate IRS tables.    
For purposes of the preceding sentence, if the payee is a non-natural person,   
the Remaining Guaranteed Withdrawal Amount must be paid out within 5 years from 
the date of death. Payments under this death benefit must begin within 12       
months following the date of death.                                             

We reserve the right to accelerate any payment, in a lump sum, that is less     
than $500 or to comply with requirements under the Internal Revenue Code        
(including minimum distribution requirements for IRAs and other contracts       
subject to Section 401(a)(9) of the Internal Revenue Code and Non-Qualified     
Contracts subject to Section 72(s)). If you terminate the Lifetime Withdrawal   
Guarantee rider because (1) you make a total withdrawal of your Account Value;  
(2) your Account Value is insufficient to pay the Lifetime Withdrawal Guarantee 
rider charge; or (3) the contract Owner dies, except where the Beneficiary or   
Joint Owner is the spouse of the Owner and the spouse elects to continue the    
contract, you may not make additional Purchase Payments under the contract.     

LIFETIME WITHDRAWAL GUARANTEE AND ANNUITIZATION. Since the Annuity Date at the  
time you purchase the contract is the later of age 90 of the Annuitant or 10    
years from contract issue, you must make an election if you would like to       
extend your Annuity Date to the latest date permitted (subject to restrictions  
that may apply in your state, restrictions imposed by your selling firm, and    
our current established administrative procedures). If you elect to extend your 
Annuity Date to the latest date permitted, and that date is reached, your       
contract must be annuitized (see "Annuity Payments (The Income Phase)"), or you 
must make a complete withdrawal of your Account Value. Annuitization may        
provide higher income amounts than the payments under the Lifetime Withdrawal   
Guarantee rider, depending on the applicable annuity option rates and your      
Account Value on the Annuity Date.                                              

If you annuitize at the latest date permitted, you must elect one of the        
following options:                                                              

(1) Annuitize the Account Value under the contract's annuity provisions.        

(2) If you took withdrawals before age 59 1/2, and therefore you are not        
eligible for lifetime withdrawals under the Lifetime Withdrawal   
    Guarantee rider, elect to receive the Annual Benefit Payment paid each
      year until the Remaining Guaranteed Withdrawal Amount is depleted. These
     payments will be equal in amount, except for the last payment that will
     be in an amount necessary to reduce the Remaining Guaranteed Withdrawal
Amount to zero.                                                   

(3) If you are eligible for lifetime withdrawals under the Lifetime Withdrawal  
    Guarantee rider, elect to receive the Annual Benefit Payment paid each
year until your death (or the later of you and your spousal       
      Beneficiary's death for the Joint Life version). If you (or you and your
      spousal Beneficiary for the Joint Life version) die before the Remaining
Guaranteed Withdrawal Amount is depleted, your Beneficiaries will 
   continue to receive payments equal to the Annual Benefit Payment each
      year until the Remaining Guaranteed Withdrawal Amount is depleted. These
     payments will be equal in amount, except for the last payment that will
     be in an amount necessary to reduce the Remaining Guaranteed Withdrawal
Amount to zero.                                                   

If you do not select an Annuity Option or elect to receive payments under the   
Lifetime Withdrawal Guarantee rider, we will annuitize your contract under the  
Life Annuity with                                                               

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10 Years of Annuity Payments Guaranteed Annuity Option. However, if we do, we   
will adjust your Annuity Payment or the Annuity Option, if necessary, so your   
aggregate Annuity Payments will not be less than what you would have received   
under the Lifetime Withdrawal Guarantee rider.                                  

8. PERFORMANCE                                                                  

We periodically advertise subaccount performance relating to the Investment     
Portfolios. We will calculate performance by determining the percentage change  
in the value of an Accumulation Unit by dividing the increase (decrease) for    
that unit by the value of the Accumulation Unit at the beginning of the period. 
This performance number reflects the deduction of the Separate Account product  
charges (including certain death benefit rider charges) and the Investment      
Portfolio expenses. It does not reflect the deduction of any applicable account 
fee, withdrawal charge, or applicable optional rider charges. The deduction of  
these charges would reduce the percentage increase or make greater any          
percentage decrease. Any advertisement will also include total return figures   
which reflect the deduction of the Separate Account product charges (including  
certain death benefit rider charges), account fee, withdrawal charges,          
applicable optional rider charges, and the Investment Portfolio expenses.       

For periods starting prior to the date the contract was first offered, the      
performance will be based on the historical performance of the corresponding    
Investment Portfolios for the periods commencing from the date on which the     
particular Investment Portfolio was made available through the Separate         
Account.                                                                        

In addition, the performance for the Investment Portfolios may be shown for the 
period commencing from the inception date of the Investment Portfolios. These   
figures should not be interpreted to reflect actual historical performance of   
the Separate Account.                                                           

We may, from time to time, include in our advertising and sales materials       
performance information for funds or investment accounts related to the         
Investment Portfolios and/or their investment advisers or subadvisers. Such     
related performance information also may reflect the deduction of certain       
contract charges. We may also include in our advertising and sales materials    
tax deferred compounding charts and other hypothetical illustrations, which may 
include comparisons of currently taxable and tax deferred investment programs,  
based on selected tax brackets.                                                 

We may advertise the living benefit and death benefit riders using              
illustrations showing how the benefit works with historical performance of      
specific Investment Portfolios or with a hypothetical rate of return (which     
rate will not exceed 12%) or a combination of historical and hypothetical       
returns. These illustrations will reflect the deduction of all applicable       
charges including the portfolio expenses of the underlying Investment           
Portfolios.                                                                     

You should know that for any performance we illustrate, future performance will 
vary and results shown are not necessarily representative of future results.    

9. DEATH BENEFIT                                                                

UPON YOUR DEATH                                                                 

If you die during the Accumulation Phase, we will pay a death benefit to your   
Beneficiary (or Beneficiaries). If you die during the Income Phase (after you   
begin receiving Annuity Payments), there is no death benefit; however,          
depending on the Annuity Option you elect, any remaining guarantee (i.e., cash  
refund amount or guaranteed Annuity Payments) will be paid to your Beneficiary  
(or Beneficiaries) (see "Annuity Payments (The Income Phase)" for more          
information).                                                                   

The Principal Protection is the standard death benefit for your contract. At    
the time you purchase the contract, if you are age 79 or younger at the         
effective date of your contract, you can select the optional Annual Step-Up     
Death Benefit rider, depending on availability in your state. You can also      
select the Additional Death Benefit -- Earnings Preservation Benefit, either    
individually or with the Annual Step-Up Death Benefit rider.                    

At the time you purchase the contract, if you have selected the optional        
Guaranteed Lifetime Withdrawal Benefit (GLWB) living benefit rider (see "Living 
Benefits -- Guaranteed Lifetime Withdrawal Benefit"), you may select the GLWB   
Death Benefit or the Annual Step-Up Death Benefit rider, depending on           
availability in your state. You may not select both the GLWB Death Benefit and  
the Annual Step-Up Death Benefit rider. If you have selected the optional GLWB  
rider, you may not select the Additional Death Benefit -- Earnings Preservation 
Benefit.                                                                        

At the time you purchase the contract, if you have selected the optional        
Lifetime Withdrawal Guarantee (LWG) living                                      

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benefit rider (see "Living Benefits -- Lifetime Withdrawal Guarantee"), you may 
select the optional Annual Step-Up Death Benefit rider and/or the Additional    
Death Benefit -- Earnings Preservation Benefit. If you have selected the        
optional LWG rider, you may not select the optional GLWB Death Benefit.         

If you select both a death benefit rider and a living benefit rider, you should 
consider how any withdrawals you plan to take will affect the benefits under    
each rider. Withdrawals may affect the death benefit under the death benefit    
rider and the benefit base under the living benefit rider differently. Refer to 
the descriptions of the death benefit riders and living benefit riders for      
details on how withdrawals are treated under each rider.                        

The death benefits are described below. There may be versions of each rider     
that vary by issue date and state availability. In addition, a version of a     
rider may become available (or unavailable) in different states at different    
times. Please check with your registered representative regarding which         
version(s) are available in your state. If you have already been issued a       
contract, please check your contract and riders for the specific provisions     
applicable to you.                                                              

The death benefit is determined as of the end of the Business Day on which we   
receive both due proof of death and an election for the payment method. Until   
the Beneficiary (or the first Beneficiary if there are multiple Beneficiaries)  
submits the necessary documentation in Good Order, the Account Value            
attributable to his/her portion of the death benefit remains in the Investment  
Portfolios and is subject to investment risk.                                   

Where there are multiple Beneficiaries, any guaranteed death benefit will only  
be determined as of the time the first Beneficiary submits the necessary        
documentation in Good Order. If the guaranteed death benefit payable is an      
amount that exceeds the Account Value on the day it is determined, we will      
apply to the contract's Account Value an amount equal to the difference between 
the death benefit payable and the Account Value, in accordance with the current 
allocation of the Account Value. The remaining death benefit amounts are held   
in the Investment Portfolios until each of the other Beneficiaries submits the  
necessary documentation in Good Order to claim his/her death benefit and are    
subject to investment risk until we receive his/her necessary documentation.    

If you have a Joint Owner, the death benefit will be paid when the first Owner  
dies. Upon the death of either Owner, the surviving Joint Owner will be the     
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary, unless instructed otherwise.                            

If a non-natural person owns the contract, the Annuitant will be deemed to be   
the Owner in determining the death benefit. If there are Joint Owners, the age  
of the oldest Owner will be used to determine the death benefit amount.         

If we are presented with notification of your death before any requested        
transaction is completed (including transactions under a dollar cost averaging  
program, the Automatic Rebalancing Program, the Systematic Withdrawal Program,  
or the Automated Required Minimum Distribution Program), we will cancel the     
request. As described above, the death benefit will be determined when we       
receive both due proof of death and an election for the payment method.         

STANDARD DEATH BENEFIT -- PRINCIPAL PROTECTION                                  

The death benefit will be the greater of:                                       

(1) the Account Value; or                                                       

(2) total Purchase Payments, reduced proportionately by the percentage          
reduction in Account Value attributable to each partial withdrawal
(including any applicable withdrawal charge).                     

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit amount will be determined as defined above;         
however, subsection (2) will be changed to provide as follows: "the Account     
Value as of the effective date of the change of Owner, increased by Purchase    
Payments received after the date of the change of Owner, reduced                
proportionately by the percentage reduction in Account Value attributable to    
each partial withdrawal (including any applicable withdrawal charge) made after 
such date."                                                                     

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount under the Principal Protection death benefit will be determined  
in accordance with (1) or (2) above.                                            

(See Appendix F for examples of the Principal Protection death benefit rider.)  

OPTIONAL DEATH BENEFIT -- ANNUAL STEP-UP                                        

You may select the Annual Step-Up death benefit rider if you are age 79 or      
younger at the effective date of your                                           

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contract. If you select the Annual Step-Up death benefit rider, the death       
benefit will be the greatest of:                                                

(1) the Account Value; or                                                       

(2) total Purchase Payments, reduced proportionately by the percentage          
reduction in Account Value attributable to each partial withdrawal
(including any applicable withdrawal charge); or                  

(3) the highest anniversary value, as defined below.                            

On the date we issue your contract, the highest anniversary value is equal to   
your initial Purchase Payment. Thereafter, the highest anniversary value (as    
recalculated) will be increased by subsequent Purchase Payments and reduced     
proportionately by the percentage reduction in Account Value attributable to    
each subsequent partial withdrawal (including any applicable withdrawal         
charge). On each contract anniversary prior to your 81st birthday, the highest  
anniversary value will be recalculated and set equal to the greater of the      
highest anniversary value before the recalculation or the Account Value on the  
date of the recalculation.                                                      

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit is equal to the greatest of (1), (2) or (3);        
however, for purposes of calculating (2) and (3) above:                         

o  Subsection (2) is changed to provide: "The Account Value as of the effective 
    date of the change of Owner, increased by Purchase Payments received after
    the date of change of Owner, and reduced proportionately by the percentage
reduction in Account Value attributable to each partial withdrawal    
 (including any applicable withdrawal charge) made after such date"; and

o  For subsection (3), the highest anniversary value will be recalculated to    
   equal your Account Value as of the effective date of the change of Owner.
Thereafter, the highest anniversary value (as recalculated) will be   
  increased by subsequent Purchase Payments and reduced proportionately by
   the percentage reduction in Account Value attributable to each subsequent
  partial withdrawal (including any applicable withdrawal charge). On each
contract anniversary prior to the Owner's 81st birthday, the highest  
    anniversary value will be recalculated and set equal to the greater of the
    highest anniversary value before the recalculation or the Account Value on
the date of the recalculation.                                        

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount under the Annual Step-Up death benefit is equal to the greatest  
of (1), (2) or (3).                                                             

(See Appendix F for examples of the Annual Step-Up death benefit rider.)        

GLWB DEATH BENEFIT                                                              

In states where approved, you may select the GLWB Death Benefit when you select 
the optional Guaranteed Lifetime Withdrawal Benefit (GLWB) rider if you are at  
least age 50 and not older than age 65 at the effective date of your contract.  
If you select the GLWB Death Benefit, you also receive the Standard Death       
Benefit -  Principal Protection. The GLWB Death Benefit is currently not        
available for purchase in Washington.                                           

Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if 
greater than the Principal Protection death benefit at the time the death       
benefit is calculated, determines the death benefit amount.                     

For a more detailed explanation of the operation of the GLWB Death Benefit, see 
"Living Benefits -  Guaranteed Lifetime Withdrawal Benefit -  GLWB Death        
Benefit."                                                                       

(See Appendix D for examples illustrating the operation of the GLWB Death       
Benefit.)                                                                       

ADDITIONAL DEATH BENEFIT -- EARNINGS PRESERVATION BENEFIT                       

You may select the Additional Death Benefit -- Earnings Preservation Benefit if 
you are age 79 or younger at the effective date of your contract.               

The Earnings Preservation Benefit pays an additional death benefit that is      
intended to help pay part of the income taxes due at the time of death of the   
Owner or Joint Owner. In certain situations, this benefit may not be available  
for qualified plans (check with your registered representative for details).    

Before the contract anniversary immediately prior to your 81st birthday, the    
additional death benefit is equal to the "benefit percentage" (determined in    
accordance with the table below) times the result of (a) - (b), where:          

(a) is the death benefit under your contract; and                               

(b) is total Purchase Payments not withdrawn. For purposes of calculating this  
  value, partial withdrawals are first applied against earnings in the
contract, and then against Purchase Payments not withdrawn.       

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On or after the contract anniversary immediately prior to your 81st birthday,   
the additional death benefit is equal to the "benefit percentage" (determined   
in accordance with the table below) times the result of (a) - (b), where:       

(a) is the death benefit on the contract anniversary immediately prior to your  
  81st birthday, increased by subsequent Purchase Payments and reduced
proportionately by the percentage reduction in Account Value      
attributable to each subsequent partial withdrawal (including any 
applicable withdrawal charge); and                                

(b) is total Purchase Payments not withdrawn. For purposes of calculating this  
  value, partial withdrawals are first applied against earnings in the
contract, and then against Purchase Payments not withdrawn.       

                                                                [Download Table]

                           Benefit    
Issue Age                  Percentage 
------------------------   -----------
                                      
    Ages 69 or younger          40%   
    Ages 70-79                  25%   
    Age 80                       0%   

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the additional death benefit is as defined above; however, for the    
purposes of calculating subsection (b) above "total Purchase Payments not       
withdrawn" will be reset to equal the Account Value as of the effective date of 
the Owner change, and Purchase Payments received and partial withdrawals taken  
prior to the change of Owner will not be taken into account.                    

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the additional   
death benefit will be determined and payable upon receipt of due proof of death 
of the first spousal Beneficiary. Alternatively, the spousal Beneficiary may    
elect to have the additional death benefit determined and added to the Account  
Value upon the election, in which case the additional death benefit rider will  
terminate (and the corresponding death benefit rider charge will also           
terminate).                                                                     

GENERAL DEATH BENEFIT PROVISIONS                                                

As described above, the death benefit is determined as of the end of the        
Business Day on which we receive both due proof of death and an election for    
the payment method. Until a Beneficiary submits the necessary documentation in  
Good Order, the Account Value attributable to his/her portion of the death      
benefit remains in the Investment Portfolios and is subject to investment risk. 
This risk is borne by the Beneficiary.                                          

Please check with your registered representative regarding the availability of  
the following in your state.                                                    

If the Beneficiary under a Qualified Contract is the Annuitant's spouse, the    
tax law generally allows distributions to begin by the year in which the        
Annuitant would have reached 70 1/2 (which may be more or less than five years  
after the Annuitant's death).                                                   

A Beneficiary must elect the death benefit to be paid under one of the payment  
options (unless the Owner has previously made the election). The entire death   
benefit must be paid within 5 years of the date of death unless the Beneficiary 
elects to have the death benefit payable under an Annuity Option. The death     
benefit payable under an Annuity Option must be paid over the Beneficiary's     
lifetime or for a period not extending beyond the Beneficiary's life            
expectancy. For Non-Qualified Contracts, payment must begin within one year of  
the date death. For Qualified Contracts, payment must begin no later than the   
end of the calendar year immediately following the year of death.               

We may also offer a payment option, for both Non-Qualified Contracts and        
certain Qualified Contracts, under which your Beneficiary may receive payments, 
over a period not extending beyond his or her life expectancy, under a method   
of distribution similar to the distribution of required minimum distributions   
from Individual Retirement Accounts. If this option is elected, we will issue a 
new contract to your Beneficiary in order to facilitate the distribution of     
payments. Your Beneficiary may choose any optional death benefit available      
under the new contract. Upon the death of your Beneficiary, the death benefit   
would be required to be distributed to your Beneficiary's Beneficiary at least  
as rapidly as under the method of distribution in effect at the time of your    
Beneficiary's death. (See "Federal Income Tax Status.") To the extent permitted 
under the tax law, and in accordance with our procedures, your designated       
Beneficiary is permitted under our procedures to make additional Purchase       
Payments consisting of monies which are direct transfers (as permitted under    
tax law) from other Qualified Contracts or Non-Qualified Contracts, depending   
on which type of contract you own, held in the name of the decedent. Any such   
additional Purchase Payments would be subject to applicable withdrawal charges. 
Your Beneficiary is also permitted to choose some of the optional benefits      
available                                                                       

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under the contract, but certain contract provisions or programs may not be      
available.                                                                      

If a lump sum payment is elected and all the necessary requirements are met,    
the payment will be made within 7 days. Payment to the Beneficiary under an     
Annuity Option may only be elected during the 60 day period beginning with the  
date we receive due proof of death.                                             

If the Owner or a Joint Owner, who is not the Annuitant, dies during the income 
phase, any remaining payments under the Annuity Option elected will continue at 
least as rapidly as under the method of distribution in effect at the time of   
the Owner's death. Upon the death of the Owner or a Joint Owner during the      
income phase, the Beneficiary becomes the Owner.                                

SPOUSAL CONTINUATION                                                            

If the primary Beneficiary is the spouse of the Owner, upon the Owner's death,  
the Beneficiary may elect to continue the contract in his or her own name. Upon 
such election, the Account Value will be adjusted upward (but not downward) to  
an amount equal to the death benefit amount determined upon such election and   
receipt of due proof of death of the Owner. Any excess of the death benefit     
amount over the Account Value will be allocated to each applicable Investment   
Portfolio and/or the Fixed Account in the ratio that the Account Value in the   
Investment Portfolio and/or the Fixed Account bears to the total Account Value. 
The terms and conditions of the contract that applied prior to the Owner's      
death will continue to apply, with certain exceptions described in the          
contract.                                                                       

For purposes of the death benefit on the continued contract, the death benefit  
is calculated in the same manner as it was prior to continuation except that    
all values used to calculate the death benefit, which may include a highest     
anniversary value, are reset on the date the spouse continues the contract.     

Spousal continuation will not satisfy minimum required distribution rules for   
Qualified Contracts other than IRAs (see "Federal Income Tax Status").          

Any Internal Revenue Code reference to "spouse" includes those persons who are  
married spouses under state law, regardless of sex.                             

DEATH OF THE ANNUITANT                                                          

If the Annuitant, not an Owner or Joint Owner, dies during the Accumulation     
Phase, you automatically become the Annuitant. You can select a new Annuitant   
if you do not want to be the Annuitant (subject to our then current             
underwriting standards). However, if the Owner is a non- natural person (for    
example, a corporation), then the death of the primary Annuitant will be        
treated as the death of the Owner, and a new Annuitant may not be named.        

Upon the death of the Annuitant after Annuity Payments begin, the death         
benefit, if any, will be as provided for in the Annuity Option selected. Death  
benefits will be paid at least as rapidly as under the method of distribution   
in effect at the Annuitant's death.                                             

CONTROLLED PAYOUT                                                               

You may elect to have the death benefit proceeds paid to your Beneficiary in    
the form of Annuity Payments for life or over a period of time that does not    
exceed your Beneficiary's life expectancy. This election must be in writing in  
Good Order. You may revoke the election only in writing in Good Order. Upon     
your death, the Beneficiary cannot revoke or modify your election. The          
Controlled Payout is only available to Non-Qualified Contracts.                 

10. FEDERAL INCOME TAX STATUS                                                   

INTRODUCTION                                                                    

The following information on taxes is a general discussion of the subject. It   
is not intended as tax advice. The Internal Revenue Code (the Code) and the     
provisions of the Code that govern the contract are complex and subject to      
change. The applicability of federal income tax rules may vary with your        
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.                                        

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).                                                   

We do not expect to incur federal, state or local income taxes on the earnings  
or realized capital gains attributable to the Separate Account. However, if we  
do incur such taxes in the future, we reserve the right to charge amounts       
allocated to the Separate Account for these taxes.                              

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To the extent permitted under federal tax law, we may claim the benefit of the  
corporate dividends received deduction and of certain foreign tax credits       
attributable to taxes paid by certain of the Investment Portfolios to foreign   
jurisdictions.                                                                  

Any Code reference to "spouse" includes those persons who are married spouses   
under state law, regardless of sex.                                             

NON-QUALIFIED CONTRACTS                                                         

This discussion assumes the contract is an annuity contract for federal income  
tax purposes that is not held in a tax qualified plan. 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 governmental 457(b) plans. Contracts    
owned through such plans are referred to below as "Qualified Contracts."        

ACCUMULATION                                                                    

Generally, an Owner of a Non-Qualified contract is not taxed on increases in    
the value of the contract until there is a distribution from the contract, i.e. 
surrender, partial withdrawal, income payment, or commutation. This deferral of 
taxation on accumulated value in the contract is limited to contracts owned by  
or held for the benefit of "natural persons." A contract will be treated as     
held by a natural person if the nominal Owner is a trust or other entity which  
holds the contract as an agent for the exclusive benefit of a natural person.   

In contrast, a contract owned by other than a "natural person," such as a       
corporation, partnership, trust, or other entity, will be taxed currently on    
the increase in accumulated value in the contract in the year earned. Note that 
in this regard, an employer which is the Owner of an annuity contract under a   
non-qualified deferred compensation arrangement for its employees, or others,   
is considered a non-natural Owner and any annual increase in the Account Value  
will be subject to current income taxation.                                     

SURRENDERS OR WITHDRAWALS -  EARLY DISTRIBUTION                                 

If you take a withdrawal from your contract, or surrender your contract prior   
to the date you commence taking annuity or "income" payments (the "Annuity      
Starting Date"), the amount you receive will be treated first as coming from    
earnings, if any, (and thus subject to income tax) and then from your Purchase  
Payments (which are not subject to income tax). If the accumulated value is     
less than your Purchase Payments upon surrender of your contract, you might be  
able to claim any unrecovered Purchase Payments on your federal income tax      
return as a miscellaneous itemized deduction.                                   

The portion of any withdrawal from an annuity contract that is subject to       
income tax will also be subject to a 10% federal income tax penalty for "early" 
distribution if such withdrawal is taken prior to you reaching age 59 1/2,      
unless it was made:                                                             

(a) on account of your death or disability,                                     

(b) as part of a series of substantially equal periodic payments payable for    
 your life or joint lives of you and your designated Beneficiary, or

(c) under certain immediate income annuities providing for substantially equal  
payments made at least annually.                                  

If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age    
59 1/2 or within five years after beginning these payments, whichever is later, 
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include but are not limited to additional 
Purchase Payments to the contract (including tax-free transfers or rollovers)   
and additional withdrawals from the contract.                                   

Amounts received as a partial withdrawal may be fully includible in taxable     
income to the extent of gain in the contract.                                   

If your contract has been purchased with an Optional Two Year Withdrawal        
Feature or is for a guaranteed period only (term certain) annuity, and is       
terminated as a result of the exercise of the withdrawal feature, the taxable   
portion of the payment will generally be the excess of the proceeds received    
over your remaining after-tax Purchase Payment.                                 

TREATMENT OF SEPARATE ACCOUNT CHARGES                                           

It is possible that at some future date the Internal Revenue Service (IRS) may  
consider that contract charges attributable to certain guaranteed death         
benefits and certain living benefits are to be treated as distributions from    
the contract to pay for such non-annuity benefits. Currently, these charges are 
considered to be an intrinsic part of the contract and we do not report these   
as taxable income. However, if this treatment changes in the future,            

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the charge could also be subject to a 10% federal income tax penalty as an      
early distribution, as described above.                                         

GUARANTEED LIFETIME WITHDRAWAL BENEFIT AND LIFETIME WITHDRAWAL GUARANTEE        

If you have purchased the Guaranteed Lifetime Withdrawal Benefit rider (GLWB)   
or Lifetime Withdrawal Guarantee rider (LWG), where otherwise made available,   
note the following:                                                             

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amount guaranteed to be available for withdrawal at the time of the   
withdrawal if greater than the Account Value (prior to withdrawal charges).     
This could result in a greater amount of taxable income in certain cases. In    
general, at the present time, we intend to report such withdrawals using the    
Account Value rather than the remaining benefit to determine gain. However, in  
cases where the maximum permitted withdrawal in any year under any version of   
the GLWB or LWG exceeds the Account Value, the portion of the withdrawal        
treated as taxable gain (not to exceed the amount of the withdrawal) should be  
measured as the difference between the maximum permitted withdrawal amount      
under the benefit and the remaining after-tax basis immediately preceding the   
withdrawal. Consult your tax adviser.                                           

In the event that the Account Value goes to zero, and either the Annual Benefit 
Payment is paid for life (under the GLWB or the LWG) or the Remaining           
Guaranteed Withdrawal Amount (for the LWG) is paid out in fixed installments,   
we will treat such payments as income Annuity Payments under the tax law and    
allow recovery of any remaining basis ratably over the expected number of       
payments.                                                                       

We reserve the right to change our tax reporting practices where we determine   
that they are not in accordance with IRS guidance (whether formal or informal). 

AGGREGATION                                                                     

If you purchase two or more deferred annuity contracts from us (or our          
affiliates) during the same calendar year, the law requires that all such       
contracts must be treated as a single contract for purposes of determining      
whether any payments not received as an annuity (e.g., withdrawals) will be     
includible in income. Aggregation could affect the amount of a withdrawal that  
is taxable and subject to the 10% federal income tax penalty described above.   
Since the IRS may require aggregation in other circumstances as well, you       
should consult a tax adviser if you are purchasing more than one annuity        
contract from the same insurance company in a single calendar year. Aggregation 
does not affect distributions paid in the form of an annuity (see "Taxation of  
Payments in Annuity Form" below).                                               

EXCHANGES/TRANSFERS                                                             

The annuity contract may be exchanged in whole or in part for another annuity   
contract or a long-term care insurance policy. The partial exchange of an       
annuity contract may be a tax-free transaction provided that, among other       
prescribed IRS conditions, no amounts are distributed from either contract      
involved in the exchange for 180 days following the date of the exchange -      
other than Annuity Payments made for life, joint lives, or for a term of 10     
years or more. Otherwise, a withdrawal or "deemed" distribution may be          
includible in your taxable income (plus a 10% federal income tax penalty) to    
the extent that the accumulated value of your annuity exceeds your investment   
in the contract (your "gain"). Some of the ramifications of a partial exchange  
remain unclear. If the annuity contract is exchanged in part for an additional  
annuity contract, a distribution from either contract may be taxable to the     
extent of the combined gain attributable to both contracts, or only to the      
extent of your gain in the contract from which the distribution is paid. It is  
not clear whether this guidance applies to a partial exchange involving         
long-term care contracts. Consult your tax adviser prior to a partial exchange. 

A transfer of ownership of the contract, or the designation of an Annuitant or  
other Beneficiary who is not also the contract Owner, may result in income or   
gift tax consequences to the contract Owner. You should consult your tax        
adviser if you are considering such a transfer or assignment.                   

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner (under the rules for withdrawals or income payments,         
whichever is applicable).                                                       

After your death, any death benefit determined under the contract must be       
distributed according to certain rules. The method of distribution that is      
required depends on whether you die before or after the Annuity Starting Date.  

If you die on or after the Annuity Starting Date, the remaining portion of the  
interest in the contract must be                                                

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distributed at least as rapidly as under the method of distribution being used  
as of the date of death.                                                        

If you die before the Annuity Starting Date, the entire interest in the         
contract must be distributed within five (5) years after the date of death, or  
as periodic payments over a period not extending beyond the life or life        
expectancy of the designated Beneficiary (provided such payments begin within   
one year of your death) and the Beneficiary must be a natural person.           

Additionally, if the annuity is payable to (or for the benefit of) your         
surviving spouse, that portion of the contract may be continued with your       
spouse as the Owner.                                                            

For contracts owned by a non-natural person, the required distribution rules    
apply upon the death of the Annuitant. If there is more than one Annuitant of a 
contract held by a non-natural person, then such required distributions will be 
triggered by the death of the first co-Annuitant.                               

INVESTOR CONTROL                                                                

In certain circumstances, Owners of variable annuity Non-Qualified Contracts    
have been considered to be the owners of the assets of the underlying Separate  
Account for federal income tax purposes due to their ability to exercise        
investment control over those assets. When this is the case, the contract       
Owners have been currently taxed on income and gains attributable to the        
variable account assets. There is little guidance in this area, and some        
features of the contract, such as the number of Investment Portfolios available 
and the flexibility of the contract Owner to allocate Purchase Payments and     
transfer amounts among the Investment Portfolios have not been addressed in     
public rulings. While we believe that the contract does not give the contract   
Owner investment control over Separate Account assets, we reserve the right to  
modify the contract as necessary to prevent a contract Owner from being treated 
as the owner of the Separate Account assets supporting the contract.            

TAXATION OF PAYMENTS IN ANNUITY FORM                                            

Payments received from the contract in the form of an annuity are taxable as    
ordinary income to the extent they exceed the portion of the payment determined 
by applying the exclusion ratio to the entire payment. The exclusion ratio is   
determined at the time the contract is annuitized (i.e., the accumulated value  
is converted to an annuity form of distribution). Generally, the applicable     
exclusion ratio is your investment in the contract divided by the total         
payments you expect to receive based on IRS factors, such as the form of        
annuity and mortality. The excludable portion of each Annuity Payment is the    
return of investment in the contract and it is excludable from your taxable     
income until your investment in the contract is fully recovered. We will make   
this calculation for you. However, it is possible that the IRS could conclude   
that the taxable portion of income payments under a Non-Qualified Contract is   
an amount greater -  or less -- than the taxable amount determined by us and    
reported by us to you and the IRS.                                              

Once you have recovered the investment in the contract, further Annuity         
Payments are fully taxable.                                                     

If you die before your investment in the contract is fully recovered, the       
balance of your investment may be deducted on your last tax return, or if       
Annuity Payments continue after your death, the balance may be recovered by     
your Beneficiary.                                                               

The IRS has not furnished explicit guidance as to how the excludable amount is  
to be determined each year under variable income annuities that permit          
transfers between a fixed annuity option and variable investment options, as    
well as transfers between investment options after the Annuity Starting Date.   

Once Annuity Payments have commenced, you may not be able to transfer to        
another Non-Qualified Contract or a long-term care contract as part of a        
tax-free exchange.                                                              

If the contract allows, you may elect to convert less than the full value of    
your contract to an annuity form of pay-out (i.e., "partial annuitization"). In 
this case, your investment in the contract will be pro-rated between the        
annuitized portion of the contract and the deferred portion. An exclusion ratio 
will apply to the Annuity Payments as described above, provided the annuity     
form you elect is payable for at least 10 years or for the life of one or more  
individuals.                                                                    

3.8% TAX ON NET INVESTMENT INCOME                                               

Federal tax law imposes a 3.8% Medicare tax on the lesser of:                   

(1) the taxpayer's "net investment income," (from non-qualified     
annuities, interest, dividends, and other investments, offset by    
specified allowable deductions), or                                 

(2) the taxpayer's modified adjusted gross income in excess of a specified      
income threshold ($250,000 for                                    

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married couples filing jointly, $125,000 for married couples filing 
separately, and $200,000 otherwise).                                

"Net investment income" in Item 1 above does not include distributions from tax 
qualified plans, (i.e., arrangements described in Code Sections 401(a), 403(a), 
403(b), 408, 408A, or 457(b)), but such income will increase modified adjusted  
gross income in Item 2 above.                                                   

You should consult your tax adviser regarding the applicability of this tax to  
income under your annuity contract.                                             

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") taxes        
distributions from Non-Qualified Contracts differently than in the U.S.         

Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 2011 PR Code      
first as a return of investment. Therefore, a substantial portion of the        
amounts distributed generally will be excluded from gross income for Puerto     
Rico tax purposes until the cumulative amount paid exceeds your tax basis.      

The amount of income on annuity distributions in annuity form (payable over     
your lifetime) is also calculated differently under the 2011 PR Code. Since the 
U.S. source income generated by a Puerto Rico bona fide resident is subject to  
U.S. income tax and the IRS issued guidance in 2004 which indicated that the    
income from an annuity contract issued by a U.S. life insurer would be          
considered U.S. source income, the timing of recognition of income from an      
annuity contract could vary between the two jurisdictions. Although the 2011 PR 
Code provides a credit against the Puerto Rico income tax for U.S. income taxes 
paid, an individual may not get full credit because of the timing differences.  

You should consult with a personal tax adviser regarding the tax consequences   
of purchasing an annuity contract and/or any proposed distribution,             
particularly a partial distribution or election to annuitize if you are a       
resident of Puerto Rico.                                                        

QUALIFIED CONTRACTS                                                             

INTRODUCTION                                                                    

The contract may be purchased through certain types of retirement plans that    
receive favorable treatment under the Code ("tax qualified plans").             
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 entitled 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  
the annuity within the plan. Such non-tax benefits may include additional       
insurance benefits, such as the availability of a guaranteed income for life.   

A contract may also be available in connection with an employer's non-qualified 
deferred compensation plan or qualified governmental excess benefit arrangement 
to provide benefits to certain employees in the plan. The tax rules regarding   
these plans are complex: 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 under qualified plans are limited under the Code.   
See the SAI for a description of qualified plan types and annual current        
contribution limitations, which are subject to change from year-to-year.        

Purchase payments or contributions to IRAs or tax qualified retirement plans of 
an employer may be taken from current income on a before tax basis or after tax 
basis. Purchase payments made on a "before tax" basis entitle you to a tax      
deduction or are not subject to current                                         

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income tax. Purchase payments made on an "after tax" basis do not reduce your   
taxable income or give you a tax deduction. Contributions may also consist of   
transfers or rollovers as described below and are not subject to the annual     
limitations on contributions.                                                   

The contract will accept as a single Purchase Payment a transfer or rollover    
from another IRA or rollover from an eligible retirement plan of an employer    
(i.e., 401(a), 401(k), 403(a), 403(b), or governmental 457(b) plan). It will    
also accept a rollover or transfer from a SIMPLE IRA after the taxpayer has     
participated in such arrangement for at least two years. As part of the single  
Purchase Payment, the IRA contract will also accept an IRA contribution subject 
to the Code limits for the year of purchase.                                    

For income annuities established as "pay-outs" of SIMPLE IRAs, the contract     
will only accept a single Purchase Payment consisting of a transfer or rollover 
from another SIMPLE IRA. For income annuities established in accordance with a  
distribution option under a retirement plan of an employer (e.g., 401(a),       
401(k), 403(a), 403(b), or 457(b) plan), the contract will only accept as its   
single Purchase Payment a transfer from such employer retirement plan.          

TAXATION OF ANNUITY DISTRIBUTIONS                                               

If contributions are made on a "before tax" basis, you generally pay income     
taxes on the full amount of money you receive under the contract. Withdrawals   
attributable to any after-tax contributions are basis in the contract and not   
subject to income tax (except for the portion of the withdrawal allocable to    
earnings, if any).                                                              

Under current federal income tax rules, the taxable portion of distributions    
under annuity contracts and qualified plans (including IRAs) is not eligible    
for the reduced tax rate applicable to long-term capital gains and qualifying   
dividends.                                                                      

If you meet certain requirements, your Roth IRA, Roth 403(b) and Roth 401(k)    
earnings can be received free of federal income taxes.                          

With respect to IRA contracts, we will withhold a portion of the taxable amount 
of your withdrawal for income taxes, unless you elect otherwise. The amount we  
will withhold is determined by the Code.                                        

GUARANTEED LIFETIME WITHDRAWAL BENEFIT AND LIFETIME WITHDRAWAL GUARANTEE        

If you have purchased the Guaranteed Lifetime Withdrawal Benefit rider (GLWB)   
or the Lifetime Withdrawal Guarantee rider (LWG), where otherwise made          
available, note the following:                                                  

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amount guaranteed to be available for withdrawal at the time of the   
withdrawal if greater than the Account Value (prior to withdrawal charges).     
This could result in a greater amount of taxable income in certain cases. In    
general, at the present time, we intend to report such withdrawals using the    
Account Value rather than the remaining benefit to determine gain. However, in  
cases where the maximum permitted withdrawal in any year under any version of   
the GLWB or LWG exceeds the Account Value, the portion of the withdrawal        
treated as taxable gain (not to exceed the amount of the withdrawal) should be  
measured as the difference between the maximum permitted withdrawal amount      
under the benefit and the remaining after-tax basis immediately preceding the   
withdrawal. Consult your tax adviser.                                           

In the event that the Account Value goes to zero, and either the Annual Benefit 
Payment is paid for life (under the GLWB or the LWG) or the Remaining           
Guaranteed Withdrawal Amount (for the LWG) is paid out in fixed installments,   
we will treat such payments as income Annuity Payments under the tax law and    
allow recovery of any remaining basis ratably over the expected number of       
payments.                                                                       

We reserve the right to change our tax reporting practices where we determine   
that they are not in accordance with IRS guidance (whether formal or informal). 

WITHDRAWALS PRIOR TO AGE 59 1/2                                                 

A taxable withdrawal from a qualified plan which is subject to income tax may   
also be subject to a 10% federal income tax penalty for "early" distribution if 
taken prior to age 59 1/2, unless an exception described below applies. The     
penalty rate is 25% for SIMPLE plan contracts if the withdrawal occurs within   
the first 2 years of your participation in the plan.                            

These exceptions include withdrawals made:                                      

(a) on account of your death or disability, or                                  

(b) as part of a series of substantially equal periodic payments payable for    
     your life or joint lives of you and your designated Beneficiary and you
are separated from employment.                                    

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If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age    
59 1/2 or within five years after beginning these payments, whichever is later, 
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include but are not limited to additional 
Purchase Payments to the contract (including tax-free transfers or rollovers)   
and additional withdrawals from the contract.                                   

The 10% federal income tax penalty on early distribution does not apply to      
governmental 457(b) plan contracts. However, it does apply to distributions     
from 457(b) plans of employers which are state or local governments to the      
extent that the distribution is attributable to rollovers accepted from other   
types of eligible retirement plans.                                             

A withdrawal or distribution from a Qualified Contract other than an IRA        
(including SEPs and SIMPLEs) will avoid the penalty if: (1) the distribution is 
on separation from employment after age 55; (2) the distribution is made        
pursuant to a qualified domestic relations order (QDRO); (3) the distribution   
is to pay deductible medical expenses; or (4) if the distribution is to pay IRS 
levies (and made after December 31, 1999).                                      

In addition to death, disability and as part of a series of substantially equal 
periodic payments as indicated above, a withdrawal or distribution from an IRA  
(including SEPs and SIMPLEs and Roth IRAs) will avoid the penalty: (1) if the   
distribution is to pay deductible medical expenses; (2) if the distribution is  
to pay IRS levies (and made after December 31, 1999); (3) if the distribution   
is used to pay for medical insurance (if you are unemployed), qualified higher  
education expenses, or for a qualified first time home purchase up to $10,000.  
Other exceptions may be applicable under certain circumstances and special      
rules apply or may become applicable in connection with the exceptions          
enumerated above.                                                               

COMMUTATION FEATURES UNDER INCOME PAYMENT TYPES                                 

Please be advised that the tax consequences resulting from the election of      
income payment types containing a commutation feature (a feature that allows    
the Owner to receive a lump sum of the present value of future Annuity          
Payments) are uncertain and the IRS may determine that the taxable amount of    
income payments and withdrawals received for any year could be greater than or  
less than the taxable amount reported by us. The exercise of the commutation    
feature also may result in adverse tax consequences including:                  

o  The imposition of a 10% federal income tax penalty on the taxable amount of  
the commuted value, if the taxpayer has not attained age 59 1/2 at the
time the withdrawal is made. This 10% federal income tax penalty is in
   addition to the ordinary income tax on the taxable amount of the commuted
value.                                                                

o  The retroactive imposition of the 10% federal income tax penalty on income   
payments received prior to the taxpayer attaining age 59 1/2.         

o  The possibility that the exercise of the commutation feature could adversely 
affect the amount excluded from federal income tax under any income   
payments made after such commutation.                                 

A payee should consult with his or her own tax adviser prior to electing to     
annuitize the contract and prior to exercising any commutation feature under an 
income payment type.                                                            

ROLLOVERS                                                                       

Your contract is non-forfeitable (i.e., not subject to the claims of your       
creditors) and non-transferable (i.e., you may not transfer it to someone       
else).                                                                          

Nevertheless, contracts held in certain employer plans subject to ERISA may be  
transferred in part pursuant to a QDRO.                                         

Under certain circumstances, you may be able to transfer amounts distributed    
from your contract to another eligible retirement plan or IRA. For 457(b) plans 
maintained by non-governmental employers, if certain conditions are met,        
amounts may be transferred into another 457(b) plan maintained by a             
non-governmental employer.                                                      

You may make rollovers and direct transfers into your SIMPLE IRA annuity        
contract from another SIMPLE IRA annuity contract or account. Rollovers from    
another qualified plan can generally be made to your SIMPLE IRA after you have  
participated in the SIMPLE IRA for at least two years.                          

Rollovers and direct transfers from a SIMPLE IRA can only be made to another    
SIMPLE IRA or account during the first two years that you participate in the    
SIMPLE IRA plan. After this two year period, rollovers and transfers may be     
made from your SIMPLE IRA into a Traditional IRA or account, as well as into    
another SIMPLE IRA.                                                             

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Generally, a distribution may be eligible for rollover but certain types of     
distributions cannot be rolled over, such as distributions received on account  
of:                                                                             

(a) minimum distribution requirements,                                          

(b) financial hardship; or                                                      

(c) for a period of ten or more years or for life.                              

20% WITHHOLDING ON ELIGIBLE ROLLOVER DISTRIBUTIONS                              

For certain qualified employer plans, we are required to withhold 20% of the    
taxable portion of your withdrawal that constitutes an "eligible rollover       
distribution" for federal income taxes. The amount we withhold is determined by 
the Code. You may avoid withholding if you directly transfer a withdrawal from  
this contract to another qualified plan or IRA. Similarly, you may be able to   
avoid withholding on a transfer into this contract from an existing qualified   
plan you may have with another provider by arranging to have the transfer made  
directly to us. For taxable withdrawals that are not "eligible rollover         
distributions," the Code imposes different withholding rules to determine the   
withholding percentage.                                                         

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner or plan participant (under the rules for withdrawals or      
income payments, whichever is applicable).                                      

Distributions required from a Qualified Contract following your death depend on 
whether you die before you had converted your contract to an annuity form and   
started taking Annuity Payments (your Annuity Starting Date).                   

If you die on or after your Annuity Starting Date, the remaining portion of the 
interest in the contract must be distributed at least as rapidly as under the   
method of distribution being used as of the date of death.                      

If you die before your Annuity Starting Date, the entire interest in the        
contract must be distributed within five (5) years after the date of death, or  
as periodic payments over a period not extending beyond the life or life        
expectancy of the designated Beneficiary (provided such payments begin within   
one year of your death).                                                        

Your designated Beneficiary is the person to whom benefit rights under the      
contract pass by reason of death; the Beneficiary must be a natural person in   
order to elect a periodic payment option based on life expectancy or a period   
exceeding five years.                                                           

If the annuity is payable to (or for the benefit of) your surviving spouse,     
that portion of the contract may be continued with your spouse as the Owner. If 
your contract permits, your beneficiary spouse may delay the start of these     
payments until December 31 of the year in which you would have reached age      
70 1/2.                                                                         

Alternatively, your spouse may be able to rollover the death proceeds into      
another eligible retirement plan in which he or she participates, if permitted  
under the receiving plan, or he or she may elect to rollover the death proceeds 
into his or her own IRA.                                                        

If your Beneficiary is not your spouse and your plan and contract permit, your  
Beneficiary may be able to rollover the death proceeds via a direct             
trustee-to-trustee transfer into an inherited IRA. However, a non-spouse        
Beneficiary may not treat the inherited IRA as his or her own IRA.              

Additionally, for contracts issued in connection with qualified plans subject   
to ERISA, the spouse or ex-spouse of the Owner may have rights in the contract. 
In such a case, the Owner may need the consent of the spouse or ex-spouse to    
change annuity options or make a withdrawal from the contract.                  

REQUIRED MINIMUM DISTRIBUTIONS                                                  

Generally, you must begin receiving amounts from your retirement plan by April  
1 following the latter of:                                                      

(a) the calendar year in which you reach age 70 1/2, or                         

(b) the calendar year you retire, provided you do not own more than 5% of your  
employer.                                                         

For IRAs (including SEPs and SIMPLEs), you must begin receiving withdrawals by  
April 1 of the year after you reach age 70 1/2 even if you have not retired.    

A tax penalty of 50% applies to the shortfall of any required minimum           
distribution you fail to receive.                                               

You may not satisfy minimum distributions for one employer's qualified plan     
(i.e., 401(a), 403(a), 457(b)) with distributions from another qualified plan   
of the same or a different employer. However, an aggregation rule does apply in 
the case of IRAs (including SEPs and SIMPLEs) or 403(b) plans. The minimum      
required distribution is calculated with respect to each IRA, but the aggregate 
distribution may be taken from any one or more of your IRAs/SEPs. Similarly,    
the amount of required minimum                                                  

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distribution is calculated separately with respect to each 403(b) arrangement,  
but the aggregate amount of the required distribution may be taken from any one 
or more of your 403(b) plan contracts. For SIMPLE IRAs, the aggregate amount of 
the required distribution may be taken from any one or more of your SIMPLE      
IRAs.                                                                           

Complex rules apply to the calculation of these withdrawals. In general, income 
tax regulations permit income payments to increase based not only with respect  
to the investment experience of the Investment Portfolios but also with respect 
to actuarial gains.                                                             

The regulations also require that the value of benefits under a deferred        
annuity including certain death benefits in excess of contract value must be    
added to the amount credited to your account in computing the amount required   
to be distributed over the applicable period. We will provide you with          
additional information regarding the amount that is subject to minimum          
distribution under this rule. You should consult your own tax adviser as to how 
these rules affect your own distribution under this rule.                       

If you intend to receive your minimum distributions which are payable over the  
joint lives of you and a Beneficiary who is not your spouse (or over a period   
not exceeding the joint life expectancy of you and your non-spousal             
Beneficiary), be advised that federal tax rules may require that payments be    
made over a shorter period or may require that payments to the Beneficiary be   
reduced after your death to meet the minimum distribution incidental benefit    
rules and avoid the 50% excise tax. You should consult your own tax adviser as  
to how these rules affect your own contract.                                    

Required minimum distribution rules that apply to other types of IRAs while you 
are alive do not apply to Roth IRAs. However, in general, the IRA post-death    
rules with respect to minimum distributions apply to beneficiaries of Roth      
IRAs.                                                                           

ADDITIONAL INFORMATION REGARDING TSA (ERISA AND NON-ERISA) 403(B)               

SPECIAL RULES REGARDING EXCHANGES. In order to satisfy tax regulations,         
contract exchanges within a 403(b) plan must, at a minimum, meet the following  
requirements: (1) the plan must allow the exchange; (2) the exchange must not   
result in a reduction in a participant's or a Beneficiary's accumulated         
benefit: (3) the receiving contract includes distribution restrictions that are 
no less stringent than those imposed on the contract being exchanged; and (4)   
if the issuer receiving the exchanges is not part of the plan, the employer     
enters into an agreement with the issuer to provide information to enable the   
contract provider to comply with Code requirements. Such information would      
include details concerning severance from employment, hardship withdrawals,     
loans and tax basis. You should consult your tax or legal counsel for any       
advice relating to contract exchanges or any other matter relating to these     
regulations.                                                                    

WITHDRAWALS. If you are under age 59 1/2, you generally cannot withdraw money   
from your TSA contract unless the withdrawal:                                   

(a)        related to Purchase Payments made prior to 1989 and pre-1989         
earnings on those Purchase Payments;                      

(b)        is exchanged to another permissible investment under your 403(b)     
plan;                                                     

(c)        relates to contributions to an annuity contract that are not salary  
reduction elective deferrals, if your plan allows it;     

(d)        occurs after you die, leave your job or become disabled (as defined  
by the Code);                                             

(e)        is for financial hardship (but only to the extent of elective        
deferrals), if your plan allows it;                       

(f)        relates to distributions attributable to certain TSA plan            
terminations, if the conditions of the Code are met;      

(g)        relates to rollover or after-tax contributions; or                   

(h)        is for the purchase of permissive service credit under a             
governmental defined benefit plan.                        

In addition, a Section 403(b) contract is permitted to distribute retirement    
benefits attributable to pre-tax contributions other than elective deferrals to 
the participant no earlier than upon the earlier of the participant's severance 
from employment or upon the prior occurrence of some event, such as after a     
fixed number of years, the attainment of a stated age or disability.            

ADDITIONAL INFORMATION REGARDING IRAS                                           

PURCHASE PAYMENTS. Traditional IRA Purchase Payments (except for permissible    
rollovers and direct transfers) are generally not permitted after you attain    
age 70 1/2. Except for permissible rollovers and direct transfers, Purchase     
Payments for individuals are limited in the aggregate to the lesser of 100% of  
compensation or the deductible amount established each year under the Code. A   
Purchase Payment up to the deductible amount can also be made for a non-working 
spouse provided the couple's                                                    

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compensation is at least equal to their aggregate contributions. Individuals    
age 50 and older are permitted to make additional "catch-up" contributions if   
they have sufficient compensation. If you or your spouse are an active          
participant in a retirement plan of an employer, your deductible contributions  
may be limited. If you exceed Purchase Payment limits you may be subject to a   
tax penalty.                                                                    

Roth IRA Purchase Payments for individuals are non-deductible (made on an       
"after tax" basis) and are limited to the lesser of 100% of compensation or the 
annual deductible IRA amount. Individuals age 50 and older can make an          
additional "catch-up" Purchase Payment each year (assuming the individual has   
sufficient compensation). You may contribute up to the annual Purchase Payment  
limit if your modified adjusted gross income does not exceed certain limits.    
You can contribute to a Roth IRA after age 70 1/2. If you exceed Purchase       
Payment limits, you may be subject to a tax penalty.                            

WITHDRAWALS. If and to the extent that Traditional IRA Purchase Payments are    
made on an "after tax" basis, withdrawals would be included in income except    
for the portion that represents a return of non-deductible Purchase Payments.   
This portion is generally determined based upon the ratio of all non-deductible 
Purchase Payments to the total value of all your Traditional IRAs (including    
SEP IRAs and SIMPLE IRAs). We withhold a portion of the amount of your          
withdrawal for income taxes, unless you elect otherwise. The amount we withhold 
is determined by the Code.                                                      

Generally, withdrawal of earnings from Roth IRAs are free from federal income   
tax if: (1) they are made at least five taxable years after your first Purchase 
Payment to a Roth IRA; and (2) they are made on or after the date you reach age 
59 1/2 and upon your death, disability or qualified first-home purchase (up to  
$10,000). Withdrawals from a Roth IRA are made first from Purchase Payments and 
then from earnings. We may be required to withhold a portion of your withdrawal 
for income taxes, unless you elect otherwise. The amount will be determined by  
the Code.                                                                       

CONVERSION. Traditional IRAs may be converted to Roth IRAs. Except to the       
extent you have non-deductible contributions, the amount converted from an      
existing Traditional IRA into a Roth IRA is taxable. Generally, the 10% federal 
income tax penalty does not apply. However, the taxable amount to be converted  
must be based on the fair market value of the entire annuity contract being     
converted into a Roth IRA. Such fair market value, in general, is to be         
determined by taking into account the value of all benefits (both living        
benefits and death benefits) in addition to the Account Value; as well as       
adding back certain loads and charges incurred during the prior twelve month    
period. Your contract may include such benefits and applicable charges.         
Accordingly, if you are considering such conversion of your annuity contract,   
please consult your tax adviser. The taxable amount may exceed the Account      
Value at the date of conversion.                                                

A Roth IRA contract may also be re-characterized as a Traditional IRA, if       
certain conditions are met. Please consult your tax adviser.                    

DISTINCTION FOR PUERTO RICO CODE                                                

An annuity contract may be purchased by an employer for an employee under a     
qualified pension, profit sharing, stock bonus, annuity, or a "cash or          
deferred" arrangement plan established pursuant to Section 1081.01 of the 2011  
PR Code. To be tax qualified under the 2011 PR Code, a plan must comply with    
the requirements of Section 1081.01(a) of the 2011 PR Code which includes       
certain participation requirements, among other requirements. A trust created   
to hold assets for a qualified plan is exempt from tax on its investment        
income.                                                                         

CONTRIBUTIONS. The employer is entitled to a current income tax deduction for   
contributions made to a qualified plan, subject to statutory limitations on the 
amount that may be contributed each year. The plan contributions by the         
employer are not required to be included in the current income of the employee. 

DISTRIBUTIONS. Any amount received or made available to the employee under the  
qualified plan is includible in the gross income of the employee in the taxable 
year in which received or made available. In such case, the amount paid or      
contributed by the employer shall not constitute consideration paid by the      
employee for the contract for purposes of determining the amount of Annuity     
Payments required to be included in the employee's gross income. Thus, amounts  
actually distributed or made available to any employee under the qualified plan 
will be included in their entirety in the employee's gross income. The value of 
accrued benefits in a qualified retirement plan with respect to which the       
special 8% tax under Puerto Rico Act No. 77-2014 was prepaid will be considered 
as part of the participant's tax basis in his retirement plan account. Thus,    
any distributions attributable to the benefits for which such taxes were        
prepaid will not be subject to income taxes                                     

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when the same are subsequently received by the participant. However, the        
investment income and the appreciation in value, if any, accrued on the         
benefits with respect to which the special tax was prepaid, will be taxed as    
provided by the tax rules in effect at the time of distribution. Lump-sum       
proceeds from a Puerto Rico qualified retirement plan due to separation from    
service will generally be taxed at a 20% capital gain tax rate to be withheld   
at the source.A special rate of 10% may apply instead, if the plan satisfies    
the following requirements:                                                     

(1) the plan's trust is organized under the laws of Puerto Rico, or has a       
     Puerto Rico resident trustee and uses such trustee as paying agent; and

(2) 10% of all plan's trust assets (calculated based on the average balance of  
the investments of the trust) attributable to participants who are
   Puerto Rico residents must be invested in "property located in Puerto
Rico" for a three-year period.                                    

If these two requirements are not satisfied, the distribution will generally be 
subject to the 20% tax rate. The three-year period includes the year of the     
distribution and the two immediately preceding years. In the case of a defined  
contribution plan that maintains separate accounts for each participant, the    
described 10% investment requirement may be satisfied in the accounts of a      
participant that chooses to invest in such fashion rather than at the trust     
level. Property located in Puerto Rico includes shares of stock of a Puerto     
Rico registered investment company, fixed or variable annuities issued by a     
domestic insurance company or by a foreign insurance corporation that derives   
more than 80% of its gross income from sources within Puerto Rico, and bank     
deposits. The PR 2011 Code does not impose a penalty tax in cases of early      
(premature) distributions from a qualified plan.                                

You should consult with a personal tax adviser regarding the tax consequences   
of purchasing an annuity contract and/or any proposed distribution if you are a 
resident of Puerto Rico.                                                        

ROLLOVER. Deferral of the recognition of income continues upon the receipt of a 
distribution by a participant from a qualified plan, if the distribution is     
contributed to another qualified retirement plan or traditional individual      
retirement account for the employee's benefit no later than sixty (60) days     
after the distribution.                                                         

ERISA CONSIDERATIONS. In the context of a Puerto Rico qualified retirement plan 
trust, the IRS has held that the transfer of assets and liabilities from a      
qualified retirement plan trust under the Code to that type of plan would       
generally be treated as a distribution includible in gross income for U.S.      
income tax purposes even if the Puerto Rico retirement plan is a plan described 
in ERISA Section 1022(i)(1). By contrast, a transfer from a qualified           
retirement plan trust under the Code to a Puerto Rico qualified retirement plan 
trust that has made an election under ERISA Section 1022(i)(2) is not treated   
as a distribution from the transferor plan for U.S. income tax purposes because 
a Puerto Rico retirement plan that has made an election under ERISA Section     
1022(i)(2) is treated as a qualified retirement plan for purposes Code Section  
401(a). The IRS has determined that the above described rules prescribing the   
inclusion in income of transfers of assets and liabilities to a Puerto Rico     
retirement plan trust described in ERISA Section 1022(i)(1) would be applicable 
to transfers taking effect after December 31, 2012. Notwithstanding the above,  
the IRS has recently held that a Puerto Rico retirement plan described in ERISA 
Section 1022(i)(1) may participate in a 81-100 group trust because it permits   
said plan to diversify its investments without adverse tax consequences to the  
group trust or its investors.                                                   

Similar to the IRS in Revenue Ruling 2013-17, the U.S. Department of Labor      
issued DOL Technical Release No. 2013-04 on September 18, 2013, providing that, 
where the Secretary of Labor has authority to regulate with respect to the      
provisions of ERISA dealing with the use of the term "spouse," spouse will be   
read to refer to any individuals who are lawfully married under any state law,  
including same-sex spouses, and without regard to whether their state of        
domicile recognizes same-sex marriage. Thus, for ERISA purposes as well as      
Federal tax purposes, an employee benefit plan participant who marries a person 
of the same sex in a jurisdiction that recognizes same-sex marriage will        
continue to be treated as married even if the couple moves to a jurisdiction    
that does not recognize same-sex marriage.                                      

11. OTHER INFORMATION                                                           

METLIFE USA                                                                     

MetLife Insurance Company USA (MetLife USA) is a stock life insurance company   
originally chartered in Connecticut in 1863 and currently subject to the laws   
of the State of Delaware. MetLife USA was previously known as MetLife Insurance 
Company of Connecticut but changed its name to MetLife Insurance Company USA    
when it changed its                                                             

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state of domicile from Connecticut to Delaware on November 14, 2014. MetLife    
USA 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. MetLife USA 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. MetLife USA's    
executive offices are located at 11225 North Community House Road, Charlotte,   
NC 28277.                                                                       

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation  
of a substantial portion of its retail segment and is currently evaluating      
structural alternatives for such a separation. Any separation transaction that  
might occur will be subject to the satisfaction of various conditions and       
approvals, including approval of any transaction by the MetLife, Inc. Board of  
Directors, satisfaction of any applicable requirements of the SEC, and receipt  
of insurance and other regulatory approvals and other anticipated conditions.   
Because the form of a separation has not yet been set, MetLife, Inc. cannot     
currently provide a specific potential completion date or information about the 
potential impact on the financial strength of any company that issues variable  
insurance products. No assurance can be given regarding the form that a         
separation transaction may take or the specific terms thereof, or that a        
separation will in fact occur. However, any separation transaction will not     
affect the terms or conditions of your variable contract, and MetLife Insurance 
Company USA will remain fully responsible for its respective contractual        
obligations to variable contract owners.                                        

THE SEPARATE ACCOUNT                                                            

We have established a Separate Account, MetLife Investors USA Separate Account  
A (Separate Account), to hold the assets that underlie the contracts. The Board 
of Directors of MetLife Investors USA Insurance Company (MetLife Investors)     
adopted a resolution to establish the Separate Account under Delaware insurance 
law on May 29, 1980. On November 14, 2014, following the close of business      
MetLife Investors merged into MetLife USA and the Separate Account became a     
separate account of MetLife USA. We have registered the Separate Account with   
the Securities and Exchange Commission as a unit investment trust under the     
Investment Company Act of 1940. The Separate Account is divided into            
subaccounts.                                                                    

The Separate Account's assets are solely for the benefit of those who invest in 
the Separate Account and no one else, including our creditors. The assets of    
the Separate Account are held in our name on behalf of the Separate Account and 
legally belong to us. All the income, gains and losses (realized or unrealized) 
resulting from these assets are credited to or charged against the contracts    
issued from this Separate Account without regard to our other business.         

We reserve the right to transfer assets of the Separate Account to another      
account, and to modify the structure or operation of the Separate Account,      
subject to necessary regulatory approvals. If we do so, we will notify you of   
any such changes and we guarantee that the modification will not affect your    
Account Value.                                                                  

We are obligated to pay all money we owe under the contracts -- such as death   
benefits and income payments -- even if that amount exceeds the assets in the   
Separate Account. Any such amount that exceeds the assets in the Separate       
Account is paid from our general account. Any amount under any optional death   
benefit, optional Guaranteed Lifetime Withdrawal Benefit, or optional Lifetime  
Withdrawal Guarantee benefit that exceeds the assets in the Separate Account is 
also paid from our general account. Benefit amounts paid from the general       
account are subject to our financial strength and claims paying ability and our 
long term ability to make such payments. 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. MetLife USA is regulated as an insurance     
company under state law, which generally includes limits on the amount and type 
of investments in our 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.                                               

The investment advisers to certain of the Investment Portfolios offered with    
the contracts or with other variable annuity contracts issued through the       
Separate Account may be regulated as Commodity Pool Operators. While it does    
not concede that the Separate Account is a commodity pool, MetLife USA has      
claimed an exclusion from the definition of the term "commodity pool operator"  
under the Commodities Exchange Act (CEA), and is not subject to registration or 
regulation as a pool operator under the CEA.                                    

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DISTRIBUTOR                                                                     

We have entered into a distribution agreement with our affiliate, MetLife       
Investors Distribution Company (Distributor), 1095 Avenue of the Americas, New  
York, NY 10036, for the distribution of the contracts. We are affiliated with   
Distributor because we are both under common control of MetLife, Inc.           
Distributor is a member of the Financial Industry Regulatory Authority (FINRA). 
FINRA provides background information about broker-dealers and their registered 
representatives through FINRA BrokerCheck. You may contact the FINRA            
BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor  
brochure that includes information describing FINRA BrokerCheck is available    
through the Hotline or on-line.                                                 

Distributor, and in certain cases, we, have entered into selling agreements     
with other selling firms for the sale of the contracts. We pay compensation to  
Distributor for sales of the contracts by selling firms. We also pay amounts to 
Distributor that may be used for its operating and other expenses, including    
the following sales expenses: compensation and bonuses for the Distributor's    
management team, advertising expenses, and other expenses of distributing the   
contracts. Distributor's management team and registered representatives also    
may be eligible for non-cash compensation items that we may provide jointly     
with Distributor. Non-cash items include conferences, seminars and trips        
(including travel, lodging and meals in connection therewith), entertainment,   
merchandise and other similar items.                                            

Certain Investment Portfolios make payments to Distributor under their          
distribution plans in consideration of services provided and expenses incurred  
by Distributor in distributing shares of the Investment Portfolios. (See the    
Investment Portfolio prospectuses for more information.) These payments range   
up to 0.55% of Separate Account assets invested in the particular Investment    
Portfolio.                                                                      

SELLING FIRMS                                                                   

As noted above, Distributor, and in certain cases, we, have entered into        
selling agreements with selling firms for the sale of the contracts. All        
selling firms receive commissions, and they may also receive some form of       
non-cash compensation. Certain selected selling firms receive additional        
compensation (described below under "Additional Compensation for Selected       
Selling Firms"). These commissions and other incentives or payments are not     
charged directly to contract Owners or the Separate Account. We intend to       
recoup commissions and other sales expenses through fees and charges deducted   
under the contract or from our general account. A portion of the payments made  
to selling firms may be passed on to their sales representatives in accordance  
with the selling firms' internal compensation programs. Those programs may also 
include other types of cash and non-cash compensation and other benefits.       

COMPENSATION PAID TO SELLING FIRMS. We and Distributor pay compensation to all  
selling firms in the form of commissions and may also provide certain types of  
non-cash compensation. The maximum commission payable for contract sales and    
additional Purchase Payments to selling firms is 6% of Purchase Payments, along 
with annual trail commissions up to 0.25% of Account Value (less Purchase       
Payments received within the previous 12 months) for so long as the contract    
remains in effect or as agreed in the selling agreement.                        

We also pay commissions when a contract Owner elects to begin receiving regular 
income payments (referred to as "Annuity Payments"). (See "Annuity Payments     
(The Income Phase).") Distributor may also provide non-cash compensation items  
that we may provide jointly with Distributor. Non-cash items include expenses   
for conference or seminar trips and certain gifts.                              

Ask your registered representative for further information about what payments  
your registered representative and the selling firm for which he or she works   
may receive in connection with your purchase of a contract.                     

ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor have     
entered into distribution arrangements with certain selected selling firms.     
Under these arrangements we and Distributor may pay additional compensation to  
selected selling firms, including marketing allowances, introduction fees,      
persistency payments, preferred status fees and industry conference fees.       
Marketing allowances are periodic payments to certain selling firms, the amount 
of which depends on cumulative periodic (usually quarterly) sales of our        
insurance contracts (including the contracts offered by this prospectus) and    
may also depend on meeting thresholds in the sale of certain of our insurance   
contracts (other than the contracts offered by this prospectus). They may also  
include payments we make to cover the cost of marketing or other support        
services provided for or by registered representatives who may sell our         
products. Introduction fees are payments to selling firms in connection with    
the                                                                             

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addition of our products to the selling firm's line of investment products,     
including expenses relating to establishing the data communications systems     
necessary for the selling firm to offer, sell and administer our products.      
Persistency payments are periodic payments based on Account Values of our       
variable insurance contracts (including Account Values of the contracts) or     
other persistency standards. Preferred status fees are paid to obtain preferred 
treatment of the contracts in selling firms' marketing programs, which may      
include marketing services, participation in marketing meetings, listings in    
data resources and increased access to their sales representatives. Industry    
conference fees are amounts paid to cover in part the costs associated with     
sales conferences and educational seminars for selling firms' sales             
representatives. We and Distributor have entered into such distribution         
agreements with selling firms identified in the Statement of Additional         
Information.                                                                    

The additional types of compensation discussed above are not offered to all     
selling firms. The terms of any particular agreement governing compensation may 
vary among selling firms and the amounts may be significant. The prospect of    
receiving, or the receipt of, additional compensation as described above may    
provide selling firms and/or their sales representatives with an incentive to   
favor sales of the contracts over other variable annuity contracts (or other    
investments) with respect to which selling firm does not receive additional     
compensation, or lower levels of additional compensation. 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. (See  
the Statement of Additional Information  -- "Distribution" for a list of        
selling firms that received compensation during 2015, as well as the range of   
additional compensation paid.)                                                  

REQUESTS AND ELECTIONS                                                          

We will treat your request for a contract transaction, or your submission of a  
Purchase Payment, as received by us if we receive a request conforming to our   
administrative procedures or a payment at our Annuity Service Center before the 
close of regular trading on the New York Stock Exchange on that day. We will    
treat your submission of a Purchase Payment as received by us if we receive a   
payment at our Annuity Service Center (or a designee receives a payment in      
accordance with the designee's administrative procedures) before the close of   
regular trading on the New York Stock Exchange on that day. If we receive the   
request, or if we (or our designee) receive the payment, after the close of     
trading on the New York Stock Exchange on that day, or if the New York Stock    
Exchange is not open that day, then the request or payment will be treated as   
received on the next day when the New York Stock Exchange is open. Our Annuity  
Service Center is located at P.O. Box 10426, Des Moines, IA 50306-0426. If you  
send your Purchase Payments or transaction requests to an address other than    
the one we have designated for receipt of such Purchase Payments or requests,   
we may return the Purchase Payment to you, or there may be a delay in applying  
the Purchase Payment or transaction to your contract.                           

Requests for service may be made:                                               

o  Through your registered representative                                       

o  By telephone at (888) 556-5412, between the hours of 7:30AM and 5:30PM       
    Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday                                                                

o  In writing to our Annuity Service Center                                     

o  By fax at (877) 549-5850 or                                                  

o  By Internet at www.metlife.com                                               

Some of the requests for service that may be made by telephone or Internet      
include transfers of Account Value (see "Investment Options -  Transfers -      
Transfers By Telephone or Other Means") and changes to the allocation of future 
Purchase Payments (see "Purchase -  Allocation of Purchase Payments"). We may   
from time to time permit requests for other types of transactions to be made by 
telephone or Internet. All transaction requests must be in Good Order. Contact  
us for further information. Some selling firms may restrict the ability of      
their registered representatives to convey transaction requests by telephone or 
Internet on your behalf.                                                        

We will use reasonable procedures such as requiring certain identifying         
information, tape recording the telephone instructions, and providing written   
confirmation of the transaction, in order to confirm that instructions          
communicated by telephone, fax, Internet or other means are genuine. Any        
telephone, fax or Internet instructions reasonably believed by us to be genuine 
will be your responsibility, including losses arising from any errors in the    
communication of instructions. As a result of this policy, you will bear the    
risk of loss. If we do not employ reasonable procedures to confirm that         
instructions                                                                    

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communicated by telephone, fax or Internet are genuine, we may be liable for    
any losses due to unauthorized or fraudulent transactions. All other requests   
and elections under your contract must be in writing signed by the proper       
party, must include any necessary documentation and must be received at our     
Annuity Service Center to be effective. If acceptable to us, requests or        
elections relating to Beneficiaries and Ownership will take effect as of the    
date signed unless we have already acted in reliance on the prior status. We    
are not responsible for the validity of any written request or action.          

GOOD ORDER. A request or transaction generally is considered in Good Order if   
it complies with our administrative procedures and the required information is  
complete and accurate. A request or transaction may be rejected or delayed if   
not in Good Order. Good Order generally means the actual receipt by us of the   
instructions relating to the requested transaction in writing (or, when         
permitted, by telephone or Internet as described above) along with all forms,   
information and supporting legal documentation necessary to effect the          
transaction. This information and documentation generally includes to the       
extent applicable to the transaction: your completed application; your contract 
number; the transaction amount (in dollars or percentage terms); the names and  
allocations to and/or from the Investment Portfolios affected by the requested  
transaction; the signatures of all contract Owners (exactly as indicated on the 
contract), if necessary; Social Security Number or Tax I.D.; and any other      
information or supporting documentation that we may require, including any      
spousal or Joint Owner's consents. With respect to Purchase Payments, Good      
Order also generally includes receipt by us of sufficient funds to effect the   
purchase. We may, in our sole discretion, determine whether any particular      
transaction request is in Good Order, and we reserve the right to change or     
waive any Good Order requirement at any time. If you have any questions, you    
should contact us or your registered representative before submitting the form  
or request.                                                                     

TELEPHONE AND COMPUTER SYSTEMS. Telephone and computer systems may not always   
be available. Any telephone or computer system, whether it is yours, your       
service provider's, your agent's, or ours, can experience outages or slowdowns  
for a variety of reasons. These outages or slowdowns may delay or prevent our   
processing of your request. Although we have taken precautions to help our      
systems handle heavy use, we cannot promise complete reliability under all      
circumstances. If you experience technical difficulties or problems, you should 
make your transaction request in writing to our Annuity Service Center.         

CYBERSECURITY. Our variable annuity contract business is largely conducted      
through digital communications and data storage networks and systems operated   
by us and our service providers or other business partners (e.g., the           
Investment Portfolios and the firms involved in the distribution and sale of    
our variable annuity contracts). For example, many routine operations, such as  
processing Owners' requests and elections and day-to-day recordkeeping, are all 
executed through computer networks and systems.                                 

We have established administrative and technical controls and a business        
continuity plan to protect our operations against cybersecurity breaches.       
Despite these protocols, a cybersecurity breach could have a material, negative 
impact on MetLife and the Separate Account, as well as individual Owners and    
their contracts. Our operations also could be negatively affected by a          
cybersecurity breach at a third party, such as a governmental or regulatory     
authority or another participant in the financial markets.                      

Cybersecurity breaches can be intentional or unintentional events, and can      
occur through unauthorized access to computer systems, networks or devices;     
infection from computer viruses or other malicious software code; or attacks    
that shut down, disable, slow or otherwise disrupt operations, business         
processes or website access or functionality. Cybersecurity breaches can        
interfere with our processing of contract transactions, including the           
processing of transfer orders from our website or with the Investment           
Portfolios; impact our ability to calculate Accumulation Unit values; cause the 
release and possible destruction of confidential Owner or business information; 
or impede order processing or cause other operational issues. Although we       
continually make efforts to identify and reduce our exposure to cybersecurity   
risk, there is no guarantee that we will be able to successfully manage this    
risk at all times.                                                              

CONFIRMING TRANSACTIONS. We will send out written statements confirming that a  
transaction was recently completed. Unless you inform us of any errors within   
60 days of receipt, we will consider these communications to be accurate and    
complete.                                                                       

OWNERSHIP                                                                       

OWNER. You, as the Owner of the contract, have all the interest and rights      
under the contract.                                                             

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These rights include the right to:                                              

o  change the Beneficiary.                                                      

o  change the Annuitant before the Annuity Date (subject to our underwriting    
and administrative rules).                                            

o  assign the contract (subject to limitation).                                 

o  change the payment option.                                                   

o  exercise all other rights, benefits, options and privileges allowed by the   
contract or us.                                                       

The Owner is as designated at the time the contract is issued, unless changed.  
Any change of Owner is subject to our underwriting rules in effect at the time  
of the request.                                                                 

JOINT OWNER. The contract can be owned by Joint Owners, limited to two natural  
persons. Upon the death of either Owner, the surviving Owner will be the        
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary unless otherwise indicated.                              

BENEFICIARY. The Beneficiary is the person(s) or entity you name to receive any 
death benefit. The Beneficiary is named at the time the contract is issued      
unless changed at a later date. Unless an irrevocable Beneficiary has been      
named, you can change the Beneficiary at any time before you die. If Joint      
Owners are named, unless you tell us otherwise, the surviving Joint Owner will  
be the primary Beneficiary. Any other Beneficiary designation will be treated   
as a contingent Beneficiary (unless you tell us otherwise).                     

ABANDONED PROPERTY REQUIREMENTS. Every state has unclaimed property laws which  
generally declare non-ERISA annuity contracts to be abandoned after a period of 
inactivity of three to five years from the contract's maturity date (the latest 
day on which annuity payments may begin under the contract) or the date the     
death benefit is due and payable. 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 the Owner last resided, as      
shown on our books and records, or to our state of domicile. (Escheatment is    
the formal, legal name for 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's abandoned or unclaimed property office, it is    
important that you update your Beneficiary designations, including addresses,   
if and as they change. Please call (888) 556-5412 to make such changes.         

ANNUITANT. The Annuitant is the natural person(s) on whose life we base Annuity 
Payments. You can change the Annuitant at any time prior to the Annuity Date,   
unless an Owner is not a natural person. Any reference to Annuitant includes    
any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not 
have to be the same person except as required under certain sections of the     
Internal Revenue Code.                                                          

ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your     
lifetime. We will not be bound by the assignment until the written notice of    
the assignment is recorded by us. We will not be liable for any payment or      
other action we take in accordance with the contract before we record the       
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.                               

If the contract is issued pursuant to a qualified plan, there may be            
limitations on your ability to assign the contract.                             

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, MetLife USA, similar to other life          
insurance companies, is involved in lawsuits (including class action lawsuits), 
arbitrations and other legal proceedings. Also, from time to time, state and    
federal regulators or other officials conduct formal and informal examinations  
or undertake other actions dealing with various aspects of the financial        
services and insurance industries. In some legal proceedings involving          
insurers, substantial damages have been sought and/or material settlement       
payments have been made.                                                        

It is not possible to predict with certainty the ultimate outcome of any        
pending legal proceeding or regulatory action. However, MetLife USA does not    
believe any such action or proceeding will have a material adverse effect upon  
the Separate Account or upon the ability of MetLife Investors Distribution      
Company to perform its contract with the Separate Account or of MetLife USA to  
meet its obligations under the contracts.                                       

FINANCIAL STATEMENTS                                                            

Our financial statements and the financial statements of the Separate Account   
have been included in the SAI.                                                  

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION                    

Company                                                               

Independent Registered Public Accounting Firm                         

Custodian                                                             

Distribution                                                          

Reduction or Elimination of the Withdrawal Charge                   

Calculation of Performance Information                                

Total Return                                                          

Historical Unit Values                                              
Reporting Agencies                                                  

Annuity Provisions                                                    

Variable Annuity                                                      

Fixed Annuity                                                       
Mortality and Expense Guarantee                                     

Legal or Regulatory Restrictions on Transactions                      

Additional Federal Tax Considerations                                 

Financial Statements                                                  

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APPENDIX A                                                                      

PARTICIPATING INVESTMENT PORTFOLIOS                                             

Below are the advisers and subadvisers and investment objectives of each        
Investment Portfolio available under the contract. The fund prospectuses        
contain more complete information, including a description of the investment    
objectives, policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT    
THE INVESTMENT OBJECTIVES WILL BE ACHIEVED.                                     

                                                        [Enlarge/Download Table]

           INVESTMENT PORTFOLIO                         INVESTMENT OBJECTIVE             
----------------------------------------- -----------------------------------------------
                                                                                         
 AIM VARIABLE INSURANCE FUNDS                                                            
 (INVESCO VARIABLE INSURANCE                                                             
 FUNDS) -- SERIES II                                                                     

 Invesco V.I. Equity and Income Fund      Seeks both capital appreciation and current    
                                          income.                                        
 Invesco V.I. International Growth Fund   Seeks long-term growth of capital.             
 AMERICAN FUNDS INSURANCE                                                                
 SERIES(R) -- CLASS 4                                                                    

 American Funds Bond Fund                 Seeks as high a level of current income as is  
                                          consistent with the preservation of capital.   
 American Funds Global Growth Fund        Seeks long-term growth of capital.             
 American Funds Global Small Capital-     Seeks long-term growth of capital.             
 ization Fund                                                                            
 American Funds Growth-Income Fund        Seeks long-term growth of capital and          
                                          income.                                        
 FIDELITY(R) VARIABLE INSURANCE                                                          
 PRODUCTS -- SERVICE CLASS 2                                                             

 Contrafund(R) Portfolio                  Seeks long-term capital appreciation.          
 Mid Cap Portfolio                        Seeks long-term growth of capital.             
 FRANKLIN TEMPLETON VARIABLE                                                             
 INSURANCE PRODUCTS TRUST -- CLASS 2                                                     

 Franklin Income VIP Fund                 Seeks to maximize income while maintaining     
                                          prospects for capital appreciation.            
 Franklin Mutual Shares VIP Fund          Seeks capital appreciation, with income as a   
                                          secondary goal.                                
 Franklin Small Cap Value VIP Fund        Seeks long-term total return.                  
 Templeton Global Bond VIP Fund           Seeks high current income, consistent with     
                                          preservation of capital, with capital          
                                          appreciation as a secondary consideration.     
 LEGG MASON PARTNERS VARIABLE                                                            
 EQUITY TRUST -- CLASS II                                                                

 ClearBridge Variable Aggressive Growth   Seeks capital appreciation.                    
 Portfolio                                                                               
 ClearBridge Variable Appreciation        Seeks long-term capital appreciation.          
 Portfolio                                                                               
 ClearBridge Variable Dividend Strategy   Seeks dividend income, growth of dividend      
 Portfolio                                income and long-term capital appreciation.     


           INVESTMENT PORTFOLIO                 INVESTMENT ADVISER/SUBADVISER            
----------------------------------------- -----------------------------------------      
                                                                                         
 AIM VARIABLE INSURANCE FUNDS                                                            
 (INVESCO VARIABLE INSURANCE                                                             
 FUNDS) -- SERIES II                                                                     

 Invesco V.I. Equity and Income Fund      Invesco Advisers, Inc.                         
 Invesco V.I. International Growth Fund   Invesco Advisers, Inc.                         
 AMERICAN FUNDS INSURANCE                                                                
 SERIES(R) -- CLASS 4                                                                    

 American Funds Bond Fund                 Capital Research and Management                
                                          Company                                        
 American Funds Global Growth Fund        Capital Research and Management                
                                          Company                                        
 American Funds Global Small Capital-     Capital Research and Management                
 ization Fund                             Company                                        
 American Funds Growth-Income Fund        Capital Research and Management                
                                          Company                                        
 FIDELITY(R) VARIABLE INSURANCE                                                          
 PRODUCTS -- SERVICE CLASS 2                                                             

 Contrafund(R) Portfolio                  Fidelity Management & Research Company         
                                          Subadviser: FMR Co., Inc.                      
 Mid Cap Portfolio                        Fidelity Management & Research Company         
                                          Subadviser: FMR Co., Inc.                      
 FRANKLIN TEMPLETON VARIABLE                                                             
 INSURANCE PRODUCTS TRUST -- CLASS 2                                                     

 Franklin Income VIP Fund                 Franklin Advisers, Inc.                        
 Franklin Mutual Shares VIP Fund          Franklin Mutual Advisers, LLC                  
 Franklin Small Cap Value VIP Fund        Franklin Advisory Services, LLC                
 Templeton Global Bond VIP Fund           Franklin Advisers, Inc.                        
 LEGG MASON PARTNERS VARIABLE                                                            
 EQUITY TRUST -- CLASS II                                                                

 ClearBridge Variable Aggressive Growth   Legg Mason Partners Fund Advisor, LLC          
 Portfolio                                Subadviser: ClearBridge Investments, LLC       
 ClearBridge Variable Appreciation        Legg Mason Partners Fund Advisor, LLC          
 Portfolio                                Subadviser: ClearBridge Investments, LLC       
 ClearBridge Variable Dividend Strategy   Legg Mason Partners Fund Advisor, LLC          
 Portfolio                                Subadviser: ClearBridge Investments, LLC       

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            INVESTMENT PORTFOLIO                           INVESTMENT OBJECTIVE              
-------------------------------------------- ------------------------------------------------
                                                                                             
 ClearBridge Variable Small Cap Growth       Seeks long-term growth of capital.              
 Portfolio                                                                                   
 LEGG MASON PARTNERS VARIABLE                                                                
 INCOME TRUST -- CLASS II                                                                    

 Western Asset Variable Global High Yield    Seeks to maximize total return.                 
 Bond Portfolio                                                                              
 MET INVESTORS SERIES TRUST                                                                  

 AB Global Dynamic Allocation                Seeks capital appreciation and current          
 Portfolio -- Class B*                       income.                                         
 Allianz Global Investors Dynamic            Seeks total return.                             
 Multi-Asset Plus Portfolio -- Class B*                                                      
 American Funds(R) Balanced Allocation       Seeks a balance between a high level of         
 Portfolio -- Class C+                       current income and growth of capital, with a    
                                             greater emphasis on growth of capital.          
 American Funds(R) Growth                    Seeks to achieve growth of capital.             
 Portfolio -- Class C                                                                        
 American Funds(R) Moderate Allocation       Seeks a high total return in the form of        
 Portfolio -- Class C+                       income and growth of capital, with a greater    
                                             emphasis on income.                             
 AQR Global Risk Balanced                    Seeks total return.                             
 Portfolio -- Class B*                                                                       
 BlackRock Global Tactical Strategies        Seeks capital appreciation and current          
 Portfolio -- Class B*                       income.                                         
 BlackRock High Yield Portfolio -- Class B   Seeks to maximize total return, consistent      
                                             with income generation and prudent              
                                             investment management.                          
 Clarion Global Real Estate                  Seeks total return through investment in real   
 Portfolio -- Class B                        estate securities, emphasizing both capital     
                                             appreciation and current income.                
 Harris Oakmark International                Seeks long-term capital appreciation.           
 Portfolio -- Class B                                                                        
 Invesco Balanced-Risk Allocation            Seeks total return.                             
 Portfolio -- Class B*                                                                       
 Invesco Comstock Portfolio -- Class B       Seeks capital growth and income.                
 Invesco Mid Cap Value                       Seeks high total return by investing in equity  
 Portfolio -- Class B                        securities of mid-sized companies.              
 Invesco Small Cap Growth                    Seeks long-term growth of capital.              
 Portfolio -- Class B                                                                        
 JPMorgan Global Active Allocation           Seeks capital appreciation and current          
 Portfolio -- Class B*                       income.                                         
 Loomis Sayles Global Markets                Seeks high total investment return through a    
 Portfolio -- Class B                        combination of capital appreciation and         
                                             income.                                         
 Met/Aberdeen Emerging Markets Equity        Seeks capital appreciation.                     
 Portfolio -- Class B                                                                        
 MetLife Asset Allocation 100                Seeks growth of capital.                        
 Portfolio -- Class B                                                                        
 MetLife Balanced Plus                       Seeks a balance between a high level of         
 Portfolio -- Class B*                       current income and growth of capital, with a    
                                             greater emphasis on growth of capital.          
 MetLife Multi-Index Targeted Risk           Seeks a balance between growth of capital       
 Portfolio -- Class B*                       and current income, with a greater emphasis     
                                             on growth of capital.                           


            INVESTMENT PORTFOLIO                    INVESTMENT ADVISER/SUBADVISER            
-------------------------------------------- -------------------------------------------     
                                                                                             
 ClearBridge Variable Small Cap Growth       Legg Mason Partners Fund Advisor, LLC           
 Portfolio                                   Subadviser: ClearBridge Investments, LLC        
 LEGG MASON PARTNERS VARIABLE                                                                
 INCOME TRUST -- CLASS II                                                                    

 Western Asset Variable Global High Yield    Legg Mason Partners Fund Advisor, LLC           
 Bond Portfolio                              Subadvisers: Western Asset Management           
                                             Company; Western Asset Management               
                                             Company Limited; Western Asset                  
                                             Management Company Pte. Ltd.                    
 MET INVESTORS SERIES TRUST                                                                  

 AB Global Dynamic Allocation                MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: AllianceBernstein L.P.              
 Allianz Global Investors Dynamic            MetLife Advisers, LLC                           
 Multi-Asset Plus Portfolio -- Class B*      Subadviser: Allianz Global Investors            
                                             U.S. LLC                                        
 American Funds(R) Balanced Allocation       MetLife Advisers, LLC                           
 Portfolio -- Class C+                                                                       
 American Funds(R) Growth                    MetLife Advisers, LLC; Capital Research         
 Portfolio -- Class C                        and Management Company                          
 American Funds(R) Moderate Allocation       MetLife Advisers, LLC                           
 Portfolio -- Class C+                                                                       
 AQR Global Risk Balanced                    MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: AQR Capital Management, LLC         
 BlackRock Global Tactical Strategies        MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: BlackRock Financial                 
                                             Management, Inc.                                
 BlackRock High Yield Portfolio -- Class B   MetLife Advisers, LLC                           
                                             Subadviser: BlackRock Financial                 
                                             Management, Inc.                                
 Clarion Global Real Estate                  MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: CBRE Clarion Securities LLC         
 Harris Oakmark International                MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: Harris Associates L.P.              
 Invesco Balanced-Risk Allocation            MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: Invesco Advisers, Inc.              
 Invesco Comstock Portfolio -- Class B       MetLife Advisers, LLC                           
                                             Subadviser: Invesco Advisers, Inc.              
 Invesco Mid Cap Value                       MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: Invesco Advisers, Inc.              
 Invesco Small Cap Growth                    MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: Invesco Advisers, Inc.              
 JPMorgan Global Active Allocation           MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: J.P. Morgan Investment              
                                             Management Inc.                                 
 Loomis Sayles Global Markets                MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: Loomis, Sayles & Company, L.P.      
 Met/Aberdeen Emerging Markets Equity        MetLife Advisers, LLC                           
 Portfolio -- Class B                        Subadviser: Aberdeen Asset Managers             
                                             Limited                                         
 MetLife Asset Allocation 100                MetLife Advisers, LLC                           
 Portfolio -- Class B                                                                        
 MetLife Balanced Plus                       MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: Overlay Portion: Pacific            
                                             Investment Management Company LLC               
 MetLife Multi-Index Targeted Risk           MetLife Advisers, LLC                           
 Portfolio -- Class B*                       Subadviser: Overlay Portion: MetLife            
                                             Investment Advisors, LLC                        

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           INVESTMENT PORTFOLIO                          INVESTMENT OBJECTIVE             
------------------------------------------ -----------------------------------------------
                                                                                          
 MFS(R) Research International             Seeks capital appreciation.                    
 Portfolio -- Class B                                                                     
 Morgan Stanley Mid Cap Growth             Seeks capital appreciation.                    
 Portfolio -- Class B                                                                     
 PanAgora Global Diversified Risk          Seeks total return.                            
 Portfolio -- Class B*                                                                    
 Pyramis(R) Government Income              Seeks a high level of current income,          
 Portfolio -- Class B*                     consistent with preservation of principal.     
 Pyramis(R) Managed Risk                   Seeks total return.                            
 Portfolio -- Class B*                                                                    
 Schroders Global Multi-Asset              Seeks capital appreciation and current         
 Portfolio -- Class B*                     income.                                        
 SSGA Growth and Income ETF                Seeks growth of capital and income.            
 Portfolio -- Class B+                                                                    
 T. Rowe Price Large Cap Value             Seeks long-term capital appreciation by        
 Portfolio -- Class B                      investing in common stocks believed to be      
                                           undervalued. Income is a secondary             
                                           objective.                                     
 METROPOLITAN SERIES FUND                                                                 

 Barclays Aggregate Bond Index             Seeks to track the performance of the          
 Portfolio -- Class G*                     Barclays U.S. Aggregate Bond Index.            
 BlackRock Bond Income                     Seeks a competitive total return primarily     
 Portfolio -- Class B                      from investing in fixed-income securities.     
 BlackRock Ultra-Short Term Bond           Seeks a high level of current income           
 Portfolio -- Class B                      consistent with preservation of capital.       
 Met/Wellington Core Equity                Seeks to provide a growing stream of income    
 Opportunities Portfolio -- Class B        over time and, secondarily, long-term capital  
                                           appreciation and current income.               
 MetLife Asset Allocation 20               Seeks a high level of current income, with     
 Portfolio -- Class B+                     growth of capital as a secondary objective.    
 MetLife Asset Allocation 40               Seeks high total return in the form of income  
 Portfolio -- Class B+                     and growth of capital, with a greater          
                                           emphasis on income.                            
 MetLife Asset Allocation 60               Seeks a balance between a high level of        
 Portfolio -- Class B+                     current income and growth of capital, with a   
                                           greater emphasis on growth of capital.         
 MetLife Asset Allocation 80               Seeks growth of capital.                       
 Portfolio -- Class B                                                                     
 Western Asset Management Strategic Bond   Seeks to maximize total return consistent      
 Opportunities Portfolio -- Class B        with preservation of capital.                  
 Western Asset Management                  Seeks to maximize total return consistent      
 U.S. Government Portfolio -- Class B      with preservation of capital and maintenance   
                                           of liquidity.                                  
 OPPENHEIMER VARIABLE ACCOUNT                                                             
 FUNDS -- SERVICE SHARES                                                                  

 Oppenheimer Main Street Small Cap         Seeks capital appreciation.                    
 Fund(R)/VA                                                                               
 PIONEER VARIABLE CONTRACTS                                                               
 TRUST -- CLASS II                                                                        

 Pioneer Mid Cap Value VCT Portfolio       Seeks capital appreciation by investing in a   
                                           diversified portfolio of securities consisting 
                                           primarily of common stocks.                    


           INVESTMENT PORTFOLIO                    INVESTMENT ADVISER/SUBADVISER          
------------------------------------------ ---------------------------------------------  
                                                                                          
 MFS(R) Research International             MetLife Advisers, LLC                          
 Portfolio -- Class B                      Subadviser: Massachusetts Financial Services   
                                           Company                                        
 Morgan Stanley Mid Cap Growth             MetLife Advisers, LLC                          
 Portfolio -- Class B                      Subadviser: Morgan Stanley Investment          
                                           Management Inc.                                
 PanAgora Global Diversified Risk          MetLife Advisers, LLC                          
 Portfolio -- Class B*                     Subadviser: PanAgora Asset Management,         
                                           Inc.                                           
 Pyramis(R) Government Income              MetLife Advisers, LLC                          
 Portfolio -- Class B*                     Subadviser: FIAM LLC                           
 Pyramis(R) Managed Risk                   MetLife Advisers, LLC                          
 Portfolio -- Class B*                     Subadviser: FIAM LLC                           
 Schroders Global Multi-Asset              MetLife Advisers, LLC                          
 Portfolio -- Class B*                     Subadvisers: Schroder Investment               
                                           Management North America Inc.; Schroder        
                                           Investment Management North America            
                                           Limited                                        
 SSGA Growth and Income ETF                MetLife Advisers, LLC                          
 Portfolio -- Class B+                     Subadviser: SSGA Funds Management, Inc.        
 T. Rowe Price Large Cap Value             MetLife Advisers, LLC                          
 Portfolio -- Class B                      Subadviser: T. Rowe Price Associates, Inc.     
 METROPOLITAN SERIES FUND                                                                 

 Barclays Aggregate Bond Index             MetLife Advisers, LLC                          
 Portfolio -- Class G*                     Subadviser: MetLife Investment Advisors,       
                                           LLC                                            
 BlackRock Bond Income                     MetLife Advisers, LLC                          
 Portfolio -- Class B                      Subadviser: BlackRock Advisors, LLC            
 BlackRock Ultra-Short Term Bond           MetLife Advisers, LLC                          
 Portfolio -- Class B                      Subadviser: BlackRock Advisors, LLC            
 Met/Wellington Core Equity                MetLife Advisers, LLC                          
 Opportunities Portfolio -- Class B        Subadviser: Wellington Management              
                                           Company LLP                                    
 MetLife Asset Allocation 20               MetLife Advisers, LLC                          
 Portfolio -- Class B+                                                                    
 MetLife Asset Allocation 40               MetLife Advisers, LLC                          
 Portfolio -- Class B+                                                                    
 MetLife Asset Allocation 60               MetLife Advisers, LLC                          
 Portfolio -- Class B+                                                                    
 MetLife Asset Allocation 80               MetLife Advisers, LLC                          
 Portfolio -- Class B                                                                     
 Western Asset Management Strategic Bond   MetLife Advisers, LLC                          
 Opportunities Portfolio -- Class B        Subadviser: Western Asset Management           
                                           Company                                        
 Western Asset Management                  MetLife Advisers, LLC                          
 U.S. Government Portfolio -- Class B      Subadviser: Western Asset Management           
                                           Company                                        
 OPPENHEIMER VARIABLE ACCOUNT                                                             
 FUNDS -- SERVICE SHARES                                                                  

 Oppenheimer Main Street Small Cap         OFI Global Asset Management, Inc.              
 Fund(R)/VA                                Subadviser: OppenheimerFunds, Inc.             
 PIONEER VARIABLE CONTRACTS                                                               
 TRUST -- CLASS II                                                                        

 Pioneer Mid Cap Value VCT Portfolio       Pioneer Investment Management, Inc.            

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* If you elect the GLWB rider, you must allocate at least 80% of your Purchase  
Payments and Account Value among these Investment Portfolios. (See              
"Purchase -- Investment Allocation Restrictions for Certain                     
Riders -- Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB.") These Investment Portfolios are also available for investment if you do 
not elect the GLWB rider.                                                       

+ If you elect the GLWB rider, you are permitted to allocate up to 20% of your  
Purchase Payments and Account Value among these Investment Portfolios. (See     
"Purchase -- Investment Allocation Restrictions for Certain                     
Riders -- Investment Allocation and Other Purchase Payment Restrictions for the 
GLWB.") These Investment Portfolios are also available for investment if you do 
not elect the                                                                   

GLWB rider.                                                                     

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APPENDIX B                                                                      

INVESTMENT PORTFOLIOS: MARKETING NAMES AND PROSPECTUS NAMES                     

In other written materials outside of this prospectus, we may market certain    
Investment Portfolios using different names. The following table lists the      
marketing names and the prospectus names for those Investment Portfolios that   
have marketing names.                                                           

                                                        [Enlarge/Download Table]

MARKETING NAME                                       PROSPECTUS NAME                          
---------------------------------------------------  -----------------------------------------
                                                                                              
         ClearBridge Variable Aggressive Growth      ClearBridge Variable Aggressive Growth   
                                                     Portfolio                                
         ClearBridge Variable Appreciation           ClearBridge Variable Appreciation        
                                                     Portfolio                                
         ClearBridge Variable Dividend Strategy      ClearBridge Variable Dividend Strategy   
                                                     Portfolio                                
         ClearBridge Variable Small Cap Growth       ClearBridge Variable Small Cap Growth    
                                                     Portfolio                                
         Fidelity VIP Contrafund(R) Portfolio        Contrafund(R) Portfolio                  
         Fidelity VIP Mid Cap Portfolio              Mid Cap Portfolio                        
         Ultra-Short Term Bond Portfolio             BlackRock Ultra-Short Term Bond          
                                                     Portfolio                                
         Western Asset Variable Global High Yield    Western Asset Variable Global High Yield 
         Bond                                        Bond Portfolio                           

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APPENDIX C                                                                      

GUARANTEED LIFETIME WITHDRAWAL BENEFIT EXAMPLES                                 

The purpose of these examples is to illustrate the operation of the GLWB rider. 
The investment results shown are hypothetical and are not representative of     
past or future performance. Actual investment results may be more or less than  
those shown and will depend upon a number of factors, including investment      
allocations and the investment experience of the Investment Portfolios chosen.  
THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL      
CHARGES OR INCOME TAXES AND TAX PENALTIES. The GLWB rider does not establish or 
guarantee an Account Value or minimum return for any Investment Portfolio. The  
Benefit Base cannot be taken as a lump sum. Values are rounded for display      
purposes only.                                                                  

BENEFIT BASE                                                                    

The initial Benefit Base is equal to your initial Purchase Payment. The Benefit 
Base is increased by any additional Purchase Payments. The Benefit Base may     
also increase by the Rollup Rate, if applicable, and any Automatic Step-Ups, as 
described below. The Benefit Base may be reduced for certain types of           
withdrawals, as described below.                                                

A. WITHDRAWALS                                                                  

Withdrawals Prior to the Lifetime Withdrawal Age                                
------------------------------------------------                                

There is no Annual Benefit Payment prior to the Lifetime Withdrawal Age, so any 
withdrawal that occurs prior to the Lifetime Withdrawal Age will decrease the   
Benefit Base in the same proportion that the withdrawal reduces the Account     
Value. This adjustment is calculated using the amount of the withdrawal         
(including withdrawal charges, if any) divided by the Account Value prior to    
the withdrawal (a "Proportional Adjustment").                                   

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000.      
Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal. Since this withdrawal is made    
prior to the Lifetime Withdrawal Age, there will be a Proportional Adjustment 
to the Benefit Base. The Proportional Adjustment is equal to your withdrawal  
amount ($10,000) divided by your Account Value before such withdrawal         
($80,000), which equals 12.5%. Your Benefit Base would be reduced to $87,500  
($100,000 reduced by 12.5%).                                                  

Withdrawals After the Lifetime Withdrawal Age                                   
---------------------------------------------                                   

Any withdrawal that occurs after the Lifetime Withdrawal Age is either a        
Non-Excess Withdrawal or an Excess Withdrawal.                                  

A "Non-Excess Withdrawal" is a withdrawal that does not exceed, or cause the    
cumulative withdrawals for the current Contract Year to exceed, the Annual      
Benefit Payment. Non-Excess Withdrawals do not reduce the Benefit Base, but     
reduce your Account Value by the amount of each withdrawal.                     

An "Excess Withdrawal" is a withdrawal that exceeds, or causes the cumulative   
withdrawals for the current Contract Year to exceed, the Annual Benefit         
Payment. Any Excess Withdrawal(s), and any subsequent withdrawals that occur in 
that Contract Year, will result in a Proportional Adjustment to the Benefit     
Base.                                                                           

The Benefit Base is multiplied by the applicable GLWB Withdrawal Rate while the 
Account Value is greater than zero to determine your Annual Benefit Payment.    
The Benefit Base is multiplied by the applicable GLWB Lifetime Guarantee Rate   
to determine your Annual Benefit Payment if your Account Value is reduced to    
zero and lifetime payments are to begin.                                        

Examples:                                                                       
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume the GLWB Withdrawal Rate is 5%, making your Annual Benefit Payment     
$5,000 ($100,000 x 5%).                                                       

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Non-Excess Withdrawals                                                
----------------------                                                

You decide to make a $5,000 withdrawal. Since this withdrawal is made after   
the Lifetime Withdrawal Age and does not exceed the Annual Benefit Payment of 
$5,000, your Benefit Base of $100,000 is not reduced by such withdrawal.      

Excess Withdrawals                                                    
------------------                                                    

Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal, which reduces your Account Value 
to $70,000 ($80,000 -  $10,000). Since your $10,000 withdrawal exceeds your   
Annual Benefit Payment of $5,000, there will be a Proportional Adjustment to  
your Benefit Base. The Proportional Adjustment is equal to the withdrawal     
amount ($10,000) divided by the Account Value before such withdrawal          
($80,000), which equals 12.5%. The Benefit Base would be reduced to $87,500   
($100,000 reduced by 12.5%). In addition, after such withdrawal, the Annual   
Benefit Payment would be reset equal to $4,375 (5% x $87,500).                

Assume instead that you withdrew $10,000 in two separate withdrawals (on      
different days) of $5,000 and $5,000. Your first withdrawal of $5,000 reduces 
your Account Value to $75,000 ($80,000 -  $5,000). Since your first withdrawal
of $5,000 does not exceed your Annual Benefit Payment of $5,000, there is no  
Proportional Adjustment to your Benefit Base. Your second withdrawal (on a    
subsequent day) of $5,000 reduces your Account Value to $70,000 ($75,000 -    
$5,000). Since such withdrawal causes your cumulative withdrawals ($5,000 +   
$5,000 = $10,000) for the current Contract Year to exceed the Annual Benefit  
Payment of $5,000, there will be a Proportional Adjustment to the Benefit     
Base. The Proportional Adjustment is equal to the entire amount of the second 
withdrawal ($5,000) divided by the Account Value before such withdrawal       
($75,000), which equals 6.7%. The Benefit Base would be reduced to $93,300    
($100,000 reduced by 6.7%).                                                   

B. ROLLUP RATE                                                                  

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the Benefit Base will be 
increased by an amount equal to the Rollup Rate multiplied by the Benefit Base  
before such increase.                                                           

The Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal  
has occurred in the Contract Year ending immediately prior to that contract     
anniversary, or (2) after the Rollup Rate Period End Date. The Rollup Rate is   
applied before deducting any rider charge and before taking into account any    
Automatic Step-Up occurring on such contract anniversary.                       

Example:                                                                        
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume the GLWB Withdrawal Rate is 5%, making your Annual Benefit Payment     
$5,000 ($100,000 x 5%).                                                       

If your Rollup Rate is 5%, your Benefit Base will increase by 5% on each      
contract anniversary until the Rollup Rate Period End Date, provided that no  
withdrawals occur in the previous Contract Year. If a withdrawal is not taken 
in the first Contract Year, your Benefit Base would increase to $105,000      
($100,000 x 105%). Also, if the Benefit Base is increased by the Rollup Rate, 
the Annual Benefit Payment will be recalculated to $5,250 ($105,000 x 5%).    

If a withdrawal is taken in any Contract Year prior to the Rollup Rate Period   
End Date, the Benefit Base would not be increased by the Rollup Rate on the     
following contract anniversary.                                                 

After the Rollup Rate Period End Date, the Benefit Base is not increased by the 
Rollup Rate.                                                                    

C. AUTOMATIC STEP-UP                                                            

On each contract anniversary prior to your 91st birthday, an Automatic Step-Up  
will occur if the Account Value on that date exceeds the Benefit Base           
immediately before the Automatic Step-Up. An Automatic Step-Up: (1) increases   
the Benefit Base to the Account Value; (2) increases the Annual Benefit Payment 
to equal the GLWB Withdrawal Rate multiplied by the Benefit Base after the      
Automatic Step-Up; and (3) may increase the rider charge.                       

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Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial Benefit Base would be $100,000. Also 
assume your Annual Benefit Payment $5,000 ($100,000 x 5%) but no withdrawals  
have been made so the GLWB Withdrawal Rate is not determined for the life of  
the rider by the first withdrawal. At the first contract anniversary, assume  
your Account Value has increased to $110,000 due to good market performance.  
The Automatic Step-Up will increase the Benefit Base from $100,000 to $110,000
and reset the Annual Benefit Payment to $5,500 ($110,000 x 5%).               

At the second contract anniversary, assume your Account Value has increased to
$120,000 due to good market performance. The Automatic Step-Up will increase  
the Benefit Base from $110,000 to $120,000 and reset the Annual Benefit       
Payment to $6,000 ($120,000 x 5%).                                            

On the third through the eighth contract anniversaries, assume your Account   
Value does not exceed the Benefit Base due to poor market performance and no  
withdrawals are made. No Automatic Step-Up will take place on any of the third
through eighth contract anniversaries; however, the Benefit Base would        
increase by the Rollup Rate, as described above.                              

At the ninth contract anniversary, assume your Account Value has increased to 
$150,000 due to good market performance, which is greater than the Benefit    
Base immediately before the contract anniversary. The Automatic Step-Up will  
increase the Benefit Base from $120,000 to $150,000. Also assume that you are 
now at an age that the GLWB Withdrawal Rate has increased from 5% to 6%. Your 
Annual Benefit Payment will be reset to $9,000 ($150,000 x 6%).               

ILLUSTRATIVE GLWB EXAMPLE                                                       

The graph below is an illustration that incorporates several concepts of the    
GLWB rider.                                                                     

Please note:                                                                    
------------                                                                    

o The graph assumes no withdrawals occur until after the Lifetime Withdrawal    
Age.                                                                            

o The graph assumes no withdrawals occur until the Rollup Rate Period End Date  
is reached.                                                                 

o The graph assumes Account Value fluctuation in order to illustrate Automatic  
Step-Ups, followed by Account Value decline, reducing to zero in order to   
illustrate lifetime income payments.                                        

o The graph assumes that the no change in the Annual Benefit Payment when the   
Account Value is reduced to zero (the GLWB Withdrawal Rate and GLWB Lifetime
Guarantee Rate are assumed to be the same).                                 

o The graph shows the "Benefit Base had Automatic Step-Ups not occurred" for    
the purpose of illustrating the impact of Automatic Step-Ups only (i.e.,    
Benefit Base only increased by the Rollup Rate).                            

[GRAPHIC APPEARS HERE]                                                          

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APPENDIX D                                                                      

GLWB DEATH BENEFIT EXAMPLES                                                     

The purpose of these examples is to illustrate the operation of the GLWB Death  
Benefit. The GLWB Death Benefit may only be elected if you elect the optional   
Guaranteed Lifetime Withdrawal Benefit (GLWB) rider. The investment results     
shown are hypothetical and are not representative of past or future             
performance. Actual investment results may be more or less than those shown and 
will depend upon a number of factors, including investment allocations and the  
investment experience of the Investment Portfolios chosen. THE EXAMPLES DO NOT  
REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL CHARGES, OR INCOME TAXES 
AND TAX PENALTIES. The GLWB Death Benefit Base cannot be taken as a lump sum.   
Values are rounded for display purposes only.                                   

GLWB DEATH BENEFIT BASE                                                         

The initial GLWB Death Benefit Base is equal to your initial Purchase Payment.  
The GLWB Death Benefit Base is increased by any additional Purchase Payments.   
The GLWB Death Benefit Base may also increase by the Rollup Rate, if            
applicable, and any Automatic Step-Ups, as described below. The GLWB Death      
Benefit Base is reduced for all withdrawals, as described below.                

Annual Benefit Payments below are calculated using the Benefit Base as          
described in the previous Appendix C examples for the GLWB rider.               

A. WITHDRAWALS                                                                  

Withdrawals Prior to the Lifetime Withdrawal Age                                
------------------------------------------------                                

There is no Annual Benefit Payment prior to the Lifetime Withdrawal Age, so any 
withdrawal that occurs prior to the Lifetime Withdrawal Age will decrease the   
GLWB Death Benefit Base in the same proportion that the withdrawal reduces the  
Account Value. This adjustment is calculated using the amount of the withdrawal 
(including withdrawal charges, if any) divided by the Account Value prior to    
the withdrawal (a "Proportional Adjustment").                                   

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Assume due to poor market performance your Account Value is reduced 
to $80,000 and you decide to make a $10,000 withdrawal. Since this withdrawal 
is made prior to the Lifetime Withdrawal Age, there will be a Proportional    
Adjustment to the Benefit Base. The Proportional Adjustment is equal to your  
withdrawal amount ($10,000) divided by your Account Value before such         
withdrawal ($80,000), which equals 12.5%. Your GLWB Death Benefit Base would  
be reduced to $87,500 ($100,000 reduced by 12.5%).                            

Withdrawals After the Lifetime Withdrawal Age                                   
---------------------------------------------                                   

Any withdrawal that occurs after the Lifetime Withdrawal Age is either a        
Non-Excess Withdrawal or an Excess Withdrawal.                                  

A "Non-Excess Withdrawal" is a withdrawal that does not exceed, or cause the    
cumulative withdrawals for the current Contract Year to exceed, the Annual      
Benefit Payment. Non-Excess Withdrawals reduce the GLWB Death Benefit Base by   
the amount of each withdrawal.                                                  

An "Excess Withdrawal" is a withdrawal that exceeds, or causes the cumulative   
withdrawals for the current Contract Year to exceed, the Annual Benefit         
Payment. Any Excess Withdrawal(s), and any subsequent withdrawals that occur in 
that Contract Year, will result in a Proportional Adjustment to the GLWB Death  
Benefit Base.                                                                   

Examples:                                                                       
--------                                                                        

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Also assume your Annual Benefit Payment is $5,000.                  

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Non-Excess Withdrawals                                                
----------------------                                                

You decide to make a $5,000 withdrawal. Since this withdrawal is made after   
the Lifetime Withdrawal Age and does not exceed the Annual Benefit Payment of 
$5,000, your GLWB Death Benefit Base of $100,000 is reduced by such withdrawal
to $95,000.                                                                   

Excess Withdrawals                                                    
------------------                                                    

Assume due to poor market performance your Account Value is reduced to $80,000
and you decide to make a $10,000 withdrawal, which reduces your Account Value 
to $70,000 ($80,000 -  $10,000). Since your $10,000 withdrawal exceeds your   
Annual Benefit Payment of $5,000, there will be a Proportional Adjustment to  
your Benefit Base. The Proportional Adjustment is equal to the withdrawal     
amount ($10,000) divided by the Account Value before such withdrawal          
($80,000), which equals 12.5%. The GLWB Death Benefit Base would be reduced to
$87,500 ($100,000 reduced by 12.5%).                                          

Assume instead that you withdrew $10,000 in two separate withdrawals (on      
different days) of $5,000 and $5,000. Your first withdrawal of $5,000 reduces 
your Account Value to $75,000 ($80,000 -  $5,000). Since your first withdrawal
of $5,000 does not exceed your Annual Benefit Payment of $5,000, the GLWB     
Death Benefit Base is reduced by such withdrawal to $95,000. Your second      
withdrawal (on a subsequent day) of $5,000 reduces your Account Value to      
$70,000 ($75,000 -  $5,000). Since such withdrawal causes your cumulative     
withdrawals ($5,000 + $5,000 = $10,000) for the current Contract Year to      
exceed the Annual Benefit Payment of $5,000, there will be a Proportional     
Adjustment to the GLWB Death Benefit Base. The Proportional Adjustment is     
equal to the entire amount of the second withdrawal ($5,000) divided by the   
Account Value before such withdrawal ($75,000), which equals 6.7%. The GLWB   
Death Benefit Base would be reduced to $88,635 ($95,000 reduced by 6.7%).     

B. ROLLUP RATE                                                                  

On each contract anniversary on or before the Rollup Rate Period End Date, if   
no withdrawals occurred in the previous Contract Year, the GLWB Death Benefit   
Base will be increased by an amount equal to the Rollup Rate multiplied by the  
GLWB Death Benefit Base before such increase.                                   

The GLWB Death Benefit Base will not be increased by the Rollup Rate if: (1) a  
withdrawal has occurred in the Contract Year ending immediately prior to that   
contract anniversary, or (2) after the Rollup Rate Period End Date. The Rollup  
Rate is applied before deducting any rider charge and before taking into        
account any Automatic Step-Up occurring on such contract anniversary.           

Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000.                                                                     

If your Rollup Rate is 5%, your GLWB Death Benefit Base will increase by 5% on
contract anniversaries until the Rollup Rate Period End Date, provided that no
withdrawals occur in the previous Contract Year. If a withdrawal is not taken 
in the first Contract Year, your GLWB Death Benefit Base would increase to    
$105,000 ($100,000 x 105%).                                                   

If a withdrawal is taken in any Contract Year prior to the Rollup Rate Period   
End Date, the GLWB Death Benefit Base would not be increased by the Rollup Rate 
on the following contract anniversary.                                          

After the Rollup Rate Period End Date, the GLWB Death Benefit Base is not       
increased by the Rollup Rate.                                                   

C. AUTOMATIC STEP-UP                                                            

On each contract anniversary prior to your 91st birthday, an Automatic Step-Up  
will occur if the Account Value on that date exceeds the Benefit Base of the    
GLWB rider immediately before the Automatic Step-Up. An Automatic Step-Up: (1)  
increases the GLWB Death Benefit Base to the Account Value, and (2) may         
increase the GLWB Death Benefit rider charge.                                   

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Example:                                                                        
-------                                                                         

Assume you make an initial Purchase Payment of $100,000. Your initial Account 
Value would be $100,000 and your initial GLWB Death Benefit Base would be     
$100,000. Also assume your Annual Benefit Payment is $5,000 but no withdrawals
are taken so the GLWB Withdrawal Rate is not determined for the life of the   
rider by the first withdrawal. At the first contract anniversary, assume your 
Account Value has increased to $110,000 due to good market performance. The   
Automatic Step-Up will increase the GLWB Death Benefit Base from $100,000 to  
$110,000.                                                                     

At the second contract anniversary, assume your Account Value has increased to
$120,000 due to good market performance. The Automatic Step-Up will increase  
the GLWB Death Benefit Base from $110,000 to $120,000.                        

On the third through the eighth contract anniversaries, assume your Account   
Value does not exceed the Benefit Base of the GLWB rider due to poor market   
performance and no withdrawals are made. No Automatic Step-Up will take place 
on any of the third through eighth contract anniversaries; however, the GLWB  
Death Benefit Base would increase by the Rollup Rate, as described above.     

At the ninth contract anniversary, assume your Account Value has increased to 
$150,000 due to good market performance, which is greater than the Benefit    
Base of the GLWB rider immediately before the contract anniversary. The       
Automatic Step-Up will increase the GLWB Death Benefit Base from $120,000 to  
$150,000.                                                                     

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APPENDIX E                                                                      

LIFETIME WITHDRAWAL GUARANTEE BENEFIT EXAMPLES                                  

The purpose of these examples is to illustrate the operation of the Lifetime    
Withdrawal Guarantee rider. The investment results shown are hypothetical and   
are not representative of past or future performance. Actual investment results 
may be more or less than those shown and will depend upon a number of factors,  
including investment allocations and the investment experience of the           
Investment Portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES 
AND EXPENSES, WITHDRAWAL CHARGES AND APPLICABLE INCOME TAXES AND PENALTIES. The 
Lifetime Withdrawal Guarantee rider does not establish or guarantee an Account  
Value or minimum return for any Investment Portfolio. The Total Guaranteed      
Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount under the      
Lifetime Withdrawal Guarantee rider cannot be taken as a lump sum.              

A. When Withdrawals Do Not Exceed the Annual Benefit Payment                    

Assume that a contract had an initial Purchase Payment of $100,000. The initial 
Account Value would be $100,000, the Total Guaranteed Withdrawal Amount would   
be $100,000, the initial Remaining Guaranteed Withdrawal Amount would be        
$100,000 and the initial Annual Benefit Payment would be $4,000 ($100,000 x     
4%).                                                                            

Assume that $4,000 is withdrawn each year, beginning before the contract Owner  
attains age 59 1/2. The Remaining Guaranteed Withdrawal Amount is reduced by    
$4,000 each year as withdrawals are taken (the Total Guaranteed Withdrawal      
Amount is not reduced by these withdrawals). The Annual Benefit Payment of      
$4,000 is guaranteed to be received until the Remaining Guaranteed Withdrawal   
Amount is depleted, even if the Account Value is reduced to zero.               

If the first withdrawal is taken after age 59 1/2, then the Annual Benefit      
Payment of $4,000 is guaranteed to be received for the Owner's lifetime, even   
if the Remaining Guaranteed Withdrawal Amount and the Account Value are reduced 
to zero.                                                                        

[GRAPHIC APPEARS HERE]                                                          

                                                                [Download Table]
                                                                      
Year   Annual Benefit Payment   Cumulative Withdrawals   Account Value
   1   $4,000                   $  4,000                 $  100,000   
   2   $4,000                   $  8,000                 $   90,250   
   3   $4,000                   $ 12,000                 $ 80,987.5   
   4   $4,000                   $ 16,000                 $72,188.13   
   5   $4,000                   $ 20,000                 $63,828.72   
   6   $4,000                   $ 24,000                 $55,887.28   
   7   $4,000                   $ 28,000                 $48,342.92   
   8   $4,000                   $ 32,000                 $41,175.77   
   9   $4,000                   $ 36,000                 $34,366.98   
  10   $4,000                   $ 40,000                 $27,898.63   
  11   $4,000                   $ 44,000                 $ 21,753.7   
  12   $4,000                   $ 48,000                 $15,916.02   
  13   $4,000                   $ 52,000                 $10,370.22   
  14   $4,000                   $ 56,000                 $5,101.706   
  15   $4,000                   $ 60,000                 $ 96.62093   
  16   $4,000                   $ 64,000                 $        0   
  17   $4,000                   $ 68,000                 $        0   
  18   $4,000                   $ 72,000                 $        0   
  19   $4,000                   $ 76,000                 $        0   
  20   $4,000                   $ 80,000                 $        0   
  21   $4,000                   $ 84,000                 $        0   
  22   $4,000                   $ 88,000                 $        0   
  23   $4,000                   $ 92,000                 $        0   
  24   $4,000                   $ 96,000                 $        0   
  25   $4,000                   $100,000                 $        0   

B. When Withdrawals Exceed the Annual Benefit Payment (Excess Withdrawals)      

Assume that a contract had an initial Purchase Payment of $100,000. The initial 
Account Value would be $100,000, the Total Guaranteed Withdrawal Amount would   
be $100,000, the initial Remaining Guaranteed Withdrawal Amount would be        
$100,000 and the initial Annual Benefit Payment would be $4,000 ($100,000 x     
4%).                                                                            

Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $96,000    
due to a withdrawal of $4,000 in the first year. Assume the Account Value was   
further reduced to $75,000 at year two due to poor market performance. If you   
withdrew $10,000 at this time, your Account Value would be reduced to $75,000 - 
$10,000 = $65,000. Your Remaining Guaranteed Withdrawal Amount would be reduced 
to $96,000 -  $10,000 = $86,000. Since the withdrawal of $10,000 exceeded the   
Annual Benefit Payment of $4,000 and the resulting Remaining Guaranteed         
Withdrawal Amount would be greater than the resulting Account Value, there      
would be an additional reduction to the Remaining Guaranteed Withdrawal Amount. 
The Remaining Guaranteed Withdrawal Amount after the withdrawal would be set    
equal to the Account Value after the withdrawal ($65,000). This new Remaining   
Guaranteed Withdrawal Amount of $65,000 would now be the                        

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amount guaranteed to be available to be withdrawn over time. The Total          
Guaranteed Withdrawal Amount would also be reduced to $65,000. The Annual       
Benefit Payment would be set equal to 4% x $65,000 = $2,600.                    

C. Compounding Income Amount                                                    

Assume that a contract had an initial Purchase Payment of $100,000. The initial 
Remaining Guaranteed Withdrawal Amount would be $100,000, the Total Guaranteed  
Withdrawal Amount would be $100,000, and the Annual Benefit Payment would be    
$4,000 ($100,000 x 4%).                                                         

The Total Guaranteed Withdrawal Amount will increase by 4% of the Total         
Guaranteed Withdrawal Amount on each contract anniversary until the earlier of  
the first withdrawal or the 10th contract anniversary. The Annual Benefit       
Payment will be recalculated on each contract anniversary as 4% of the new      
Total Guaranteed Withdrawal Amount.                                             

If the first withdrawal is taken in the first Contract Year, then there would   
be no increase: the Total Guaranteed Withdrawal Amount would remain at $100,000 
and the Annual Benefit Payment will remain at $4,000 ($100,000 x 4%).           

If the first withdrawal is taken in the second Contract Year, then the Total    
Guaranteed Withdrawal Amount would increase to $104,000 ($100,000 x 104%), and  
the Annual Benefit Payment would increase to $4,160 ($104,000 x 4%).            

If the first withdrawal is taken in the third Contract Year, then the Total     
Guaranteed Withdrawal Amount would increase to $108,160 ($104,000 x 104%), and  
the Annual Benefit Payment would increase to $4,326 ($108,160 x 4%).            

If the first withdrawal is taken after the 10th Contract Year, then the Total   
Guaranteed Withdrawal Amount would increase to $148,024 (the initial $100,000,  
increased by 4% per year, compounded annually for 10 years), and the Annual     
Benefit Payment would increase to $5,921 ($148,024 x 4%).                       

[GRAPHIC APPEARS HERE]                                                          

                                                                [Download Table]
                                                 
Year of First Withdrawal   Annual Benefit Payment
                       1   $4,000                
                       2   $4,160                
                       3   $4,326                
                       4   $4,499                
                       5   $4,679                
                       6   $4,867                
                       7   $5,061                
                       8   $5,264                
                       9   $5,474                
                      10   $5,693                
                      11   $5,921                

D. Automatic Annual Step-Ups and Compounding Income Amount (No Withdrawals)     

Assume that a contract had an initial Purchase Payment of $100,000. Assume that 
no withdrawals are taken.                                                       

At the first contract anniversary, provided that no withdrawals are taken, the  
Total Guaranteed Withdrawal Amount is increased to $104,000 ($100,000 increased 
by 4%, compounded annually). Assume the Account Value has increased to $110,000 
at the first contract anniversary due to good market performance. The Automatic 
Annual Step-Up will increase the Total Guaranteed Withdrawal Amount from        
$104,000 to $110,000 and reset the Annual Benefit Payment to $4,400 ($110,000 x 
4%).                                                                            

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At the second contract anniversary, provided that no withdrawals are taken, the 
Total Guaranteed Withdrawal Amount is increased to $114,400 ($110,000 increased 
by 4%, compounded annually). Assume the Account Value has increased to $120,000 
at the second contract anniversary due to good market performance. The          
Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount   
from $114,400 to $120,000 and reset the Annual Benefit Payment to $4,800        
($120,000 x 4%).                                                                

Provided that no withdrawals are taken, each year the Total Guaranteed          
Withdrawal Amount would increase by 4%, compounded annually, from the second    
contract anniversary through the ninth contract anniversary, and at that point  
would be equal to $157,912. Assume that during these Contract Years the Account 
Value does not exceed the Total Guaranteed Withdrawal Amount due to poor market 
performance. Assume the Account Value at the ninth contract anniversary has     
increased to $180,000 due to good market performance. The Automatic Annual      
Step-Up will increase the Total Guaranteed Withdrawal Amount from $157,912 to   
$180,000 and reset the Annual Benefit Payment to $7,200 ($180,000 x 4%).        

At the 10th contract anniversary, provided that no withdrawals are taken, the   
Total Guaranteed Withdrawal Amount is increased to $187,200 ($180,000 increased 
by 4%, compounded annually). Assume the Account Value is less than $187,200.    
There is no Automatic Annual Step-Up since the Account Value is below the Total 
Guaranteed Withdrawal Amount; however, due to the 4% increase in the Total      
Guaranteed Withdrawal Amount, the Annual Benefit Payment is increased to $7,488 
($187,200 x 4%).                                                                

[GRAPHIC APPEARS HERE]                                                          

                                                                [Download Table]
                               
2,000   2,000   14,000   14,000
2,000   2,000   12,000   12,000

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APPENDIX F                                                                      

DEATH BENEFIT EXAMPLES                                                          

The purpose of these examples is to illustrate the operation of the Principal   
Protection death benefit and the Annual Step-Up death benefit. The investment   
results shown are hypothetical and are not representative of past or future     
performance. Actual investment results may be more or less than those shown and 
will depend upon a number of factors, including the investment allocation made  
by a contract Owner and the investment experience of the Investment Portfolios  
chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES,         
WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES.                           

PRINCIPAL PROTECTION DEATH BENEFIT                                              

The purpose of this example is to show how partial withdrawals reduce the       
Principal Protection death benefit proportionately by the percentage reduction  
in Account Value attributable to each partial withdrawal.                       

                                                        [Enlarge/Download Table]

                                                 DATE                         AMOUNT         
                                    ------------------------------  -------------------------
                                                                                             
A  Initial Purchase Payment                    9/1/2016             $100,000                 
B  Account Value                               9/1/2017             $104,000                 
                                     (First Contract Anniversary)                            
C  Death Benefit                            As of 9/1/2017          $104,000                 
                                                                    (= greater of A and B)   
D  Account Value                               9/1/2018             $ 90,000                 
                                    (Second Contract Anniversary)                            
E  Death Benefit                               9/1/2018             $100,000                 
                                                                    (= greater of A and D)   
F  Withdrawal                                  9/2/2018             $  9,000                 
G  Percentage Reduction in Account             9/2/2018                       10%            
   Value                                                            (= F/D)                  
H  Account Value after Withdrawal              9/2/2018             $ 81,000                 
                                                                    (= D-F)                  
I  Purchase Payments Reduced for            As of 9/2/2018          $ 90,000                 
   Withdrawal                                                       (= A-(A x G))            
J  Death Benefit                               9/2/2018             $ 90,000                 
                                                                    (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 9/1/2018 and 9/2/2018 are assumed to be equal prior to    
the withdrawal.                                                                 

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ANNUAL STEP-UP DEATH BENEFIT                                                    

The purpose of this example is to show how partial withdrawals reduce the       
Annual Step-Up death benefit proportionately by the percentage reduction in     
Account Value attributable to each partial withdrawal.                          

                                                        [Enlarge/Download Table]

                                                      DATE                         AMOUNT         
                                         ------------------------------  -------------------------
                                                                                                  
A  Initial Purchase Payment                         9/1/2016             $100,000                 
B  Account Value                                    9/1/2017             $104,000                 
                                          (First Contract Anniversary)                            
C  Death Benefit (Highest Anniversary            As of 9/1/2017          $104,000                 
   Value)                                                                (= greater of A and B)   
D  Account Value                                    9/1/2018             $ 90,000                 
                                         (Second Contract Anniversary)                            
E  Death Benefit (Highest Contract Year             9/1/2018             $104,000                 
   Anniversary)                                                          (= greater of B and D)   
F  Withdrawal                                       9/2/2018             $  9,000                 
G  Percentage Reduction in Account                  9/2/2018                       10%            
   Value                                                                 (= F/D)                  
H  Account Value after Withdrawal                   9/2/2018             $ 81,000                 
                                                                         (= D-F)                  
I  Highest Anniversary Value Reduced             As of 9/2/2018          $ 93,600                 
   for Withdrawal                                                        (= E-(E x G))            
J  Death Benefit                                    9/2/2018             $ 93,600                 
                                                                         (= greater of H and I)   

Notes to Example                                                                
----------------                                                                

Purchaser is age 60 at issue.                                                   

The Account Values on 9/1/2018 and 9/2/2018 are assumed to be equal prior to    
the withdrawal.                                                                 

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STATEMENT OF ADDITIONAL INFORMATION 

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT 

ISSUED BY 

METLIFE INVESTORS USA SEPARATE ACCOUNT A

AND 

METLIFE INSURANCE COMPANY USA 

METLIFE PRIME OPTIONS 

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE    
READ IN CONJUNCTION WITH THE PROSPECTUS DATED JUNE 27, 2016, FOR THE INDIVIDUAL 
VARIABLE DEFERRED ANNUITY CONTRACT THAT IS DESCRIBED HEREIN.                    

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR     
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS WRITE US AT: P.O.  
BOX 10426, DES MOINES, IOWA 50306-0426, OR CALL (888) 556-5412.                 

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED JUNE 27, 2016.                

SAI-0616USAPRIMEOPTIONS                                                         
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                                                                [Download Table]

TABLE OF CONTENTS                                           PAGE
                                                                
  COMPANY..................................................    3
  INDEPENDENT REGISTERED PUBLIC ACCOUNTING                      
  FIRM.....................................................    3
  CUSTODIAN................................................    3
  DISTRIBUTION.............................................    3
  Reduction or Elimination of the Withdrawal Charge........    5
  CALCULATION OF PERFORMANCE INFORMATION...................    5
  Total Return.............................................    5
  Historical Unit Values...................................    6
  Reporting Agencies.......................................    6
  ANNUITY PROVISIONS.......................................    6
  Variable Annuity.........................................    6
  Fixed Annuity............................................    8
  Mortality and Expense Guarantee..........................    8
  LEGAL OR REGULATORY RESTRICTIONS ON                           
  TRANSACTIONS.............................................    8
  ADDITIONAL FEDERAL TAX CONSIDERATIONS....................    8
  FINANCIAL STATEMENTS.....................................   12

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COMPANY                                                                         

MetLife Insurance Company USA ("MetLife USA") is a stock life insurance company 
originally chartered in Connecticut in 1863 and currently subject to the laws   
of the State of Delaware. MetLife USA 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. MetLife 
USA 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. 
MetLife USA's principal executive offices are located at 11225 North Community  
House Road, Charlotte, NC 28277.                                                

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                   

The financial statements and financial highlights comprising each of the        
Sub-Accounts of MetLife Investors USA Separate Account A included in this       
Statement of Additional Information, have been audited by Deloitte & Touche     
LLP, an independent registered public accounting firm, as stated in their       
report appearing herein. Such financial statements and financial highlights are 
included in reliance upon the report of such firm given upon their authority as 
experts in accounting and auditing.                                             

The consolidated financial statements and related financial statement schedules 
of MetLife Insurance Company USA and subsidiaries included in this Statement of 
Additional Information, have been audited by Deloitte & Touche LLP, an          
independent registered public accounting firm, as stated in their report        
appearing herein. Such financial statements and financial statement schedules   
are included 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.                                           

CUSTODIAN                                                                       

MetLife Insurance Company USA, 11225 North Community House Road, Charlotte, NC  
28277, is the custodian of the assets of the Separate Account. The custodian    
has custody of all cash of the Separate Account and handles the collection of   
proceeds of shares of the underlying funds bought and sold by the Separate      
Account.                                                                        

DISTRIBUTION                                                                    

Information about the distribution of the contracts is contained in the         
prospectus. (See "Other Information.") Additional information is provided       
below.                                                                          

The contracts are offered to the public on a continuous basis. We anticipate    
continuing to offer the contracts, but reserve the right to discontinue the     
offering.                                                                       

MetLife Investors Distribution Company ("Distributor") serves as principal      
underwriter for the contracts. Distributor is a Missouri corporation and its    
home office is located at 1095 Avenue of the Americas, New York, NY 10036. In   
December 2004, MetLife Investors Distribution Company, which was then a         
Delaware corporation, was merged into General American Distributors, Inc., and  
the name of the surviving corporation was changed to MetLife Investors          
Distribution Company. Distributor is an indirect, wholly-owned subsidiary of    
MetLife, Inc. Distributor is registered as a broker-dealer with the Securities  
and Exchange Commission under the Securities Exchange Act of 1934 and is a      
member of the Financial Industry Regulatory Authority ("FINRA"). Distributor    
has entered into selling agreements with other broker-dealers ("selling firms") 
and compensates them for their services.                                        

The following table shows the amount of commissions paid to and the amount of   
commissions retained by the Distributor and Principal Underwriter over the past 
three years.                                                                    

                                                                [Download Table]

                                             Aggregate Amount of 
                                             Commissions Retained
                   Aggregate Amount of       by Distributor After
                   Commissions Paid to       Payments to Selling 
 Fiscal year           Distributor                  Firms        
-------------     ---------------------     ---------------------
                                                                 
  2015            $568,720,128              $0                   
  2014            $463,545,565              $0                   
  2013            $456,083,088              $0                   

Distributor passes through commissions to selling firms for their sales. In     
addition we pay compensation to Distributor to offset its expenses, including   
compensation costs, marketing and distribution expenses, advertising,           
wholesaling, printing, and other expenses of distributing the contracts.        

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As noted in the prospectus, we and Distributor pay compensation to all selling  
firms in the form of commissions and certain types of non-cash compensation. We 
and Distributor may pay additional compensation to selected firms, including    
marketing allowances, introduction fees, persistency payments, preferred status 
fees and industry conference fees. The terms of any particular agreement        
governing compensation may vary among selling firms and the amounts may be      
significant. The amount of additional compensation (non-commission amounts)     
paid to selected selling firms during 2015 ranged from $0 to $13,121,738.* The  
amount of commissions paid to selected selling firms during 2015 ranged from    
$40,985 to $66,118,647. The amount of total compensation (includes              
non-commission as well as commission amounts) paid to selected selling firms    
during 2015 ranged from $40,985 to $74,057,901.*                                

* For purposes of calculating this range, the additional compensation           
(non-commission) amounts received by a selling firm includes additional         
compensation received by the firm for the sale of insurance products issued by  
our affiliates First MetLife Investors Insurance Company and Metropolitan Life  
Insurance Company.                                                              

In view of the fact that the contracts are newly offered, no commissions were   
paid in connection with the contracts.                                          

The following list sets forth the names of selling firms that received          
additional compensation in 2015 in connection with the sale of our variable     
annuity contracts, variable life policies and other insurance products          
(including the contracts offered by the prospectus). The selling firms are      
listed in alphabetical order.                                                   

AIG Advisory Group, Inc.                                                        
Ameriprise Financial Services, Inc.                                             
BBVA Compass Investment Solutions, Inc.                                         
Capital Investments Group, Inc.                                                 
Centaurus Financial, Inc.                                                       
Cetera Advisor Networks LLC                                                     

Cetera Advisors LLC                                                             
Cetera Financial Group                                                          
Cetera Financial Specialists LLC                                                
Cetera Investment Services LLC                                                  

CFD Investment, Inc.                                                            
Citigroup Global Markets, Inc.                                                  
Commonwealth Financial Network                                                  
CUSO Financial Services, L.P.                                                   

Edward D. Jones & Co., L.P.                                                     
Equity Services, Inc.                                                           
Essex National Securities, Inc.                                                 
First Allied Securities, Inc.                                                   
Founders Financial Securities, LLC                                              

FSC Securities Corporation                                                      
Girard Securities, Inc.                                                         

H. D. Vest Investment Services, Inc.                                            

Invest Financial Corp.                                                          

Investacorp, Inc.                                                               

Investment Centers of America, Inc.                                             
Investment Professionals, Inc.                                                  
J.P. Turner & Company, L.L.C.                                                   

Janney Montgomery Scott, LLC                                                    

Key Investment Services LLC                                                     
Legend Equities Corporation                                                     

Lincoln Financial Advisors Corporation                                          
Lincoln Financial Securities Corporation                                        

Lincoln Investment Planning, LLC.                                               

LPL Financial LLC                                                               
Merrill Lynch, Inc.                                                             
Morgan Stanley Smith Barney, LLC                                                
National Planning Corporation                                                   

National Planning Holdings                                                      
Navy Federal Brokerage Services, LLC                                            

NEXT Financial Group                                                            

NFP Securities, Inc.                                                            
Parkland Securities, LLC                                                        

PFS Investments Inc.                                                            

Planning Corporation of America                                                 

ProEquities, Inc.                                                               
Raymond James & Associates, Inc.                                                
Raymond James Financial Services, Inc.                                          

RBC Wealth Management                                                           
Royal Alliance Associates, Inc.                                                 
SagePoint Financial, Inc.                                                       
Santander Securities, LLC.                                                      

Securities America, Inc.                                                        
Sigma Financial Corporation                                                     

Signator Financial Services, Inc.                                               
Signator Investors, Inc.                                                        
SII Investments, Inc.                                                           
Sorrento Pacific Financial, LLC                                                 

Stifel, Nicolaus & Company, Incorporated                                        

Summit Brokerage Services, Inc.                                                 

TFS Securities, Inc.                                                            
Transamerica Financial Advisors, Inc.                                           

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Triad Advisors, Inc.                                                            

U.S. Bancorp Investments, Inc.                                                  

UBS Financial Services, Inc.                                                    
UVEST Financial Services Group Inc.                                             

ValMark Securities, Inc.                                                        

Voya Financial Advisors, Inc.                                                   
Voya Financial Partners, LLC                                                    
VSR Financial Services, Inc.                                                    
Wells Fargo Advisors, LLC                                                       
Wells Fargo Advisors Financial Network, LLC                                     
Wescom Financial Services, LLC                                                  
Woodbury Financial Services, Inc.                                               

There are other broker dealers who receive compensation for servicing our       
contracts, and the Account Value of the contracts or the amount of added        
Purchase Payments received may be included in determining their additional      
compensation, if any.                                                           

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

The amount of the withdrawal charge on the contracts may be reduced or          
eliminated when sales of the contracts are made to individuals or to a group of 
individuals in a manner that results in savings of sales expenses. The          
entitlement to reduction of the withdrawal charge will be determined by the     
Company after examination of all the relevant factors such as:                  

1.   The size and type of group to which sales are to be made will be           
    considered. Generally, the sales expenses for a larger group are less than
  for a smaller group because of the ability to implement large numbers of
contracts with fewer sales contacts.                                  

2.   The total amount of Purchase Payments to be received will be considered.   
Per contract sales expenses are likely to be less on larger Purchase  
Payments than on smaller ones.                                        

3.   Any prior or existing relationship with the Company will be considered.    
 Per contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the   
contract with fewer sales contacts.                                   

4.   There may be other circumstances, of which the Company is not presently    
aware, which could result in reduced sales expenses.                  

If, after consideration of the foregoing factors, the Company determines that   
there will be a reduction in sales expenses, the Company may provide for a      
reduction or elimination of the withdrawal charge.                              

The withdrawal charge may be eliminated when the contracts are issued to an     
officer, director or employee of the Company or any of its affiliates. In no    
event will any reduction or elimination of the withdrawal charge be permitted   
where the reduction or elimination will be unfairly discriminatory to any       
person. In lieu of a withdrawal charge waiver, we may provide an Account Value  
credit.                                                                         

CALCULATION OF PERFORMANCE INFORMATION                                          

TOTAL RETURN                                                                    

From time to time, the Company may advertise performance data. Such data will   
show the percentage change in the value of an Accumulation Unit based on the    
performance of an Investment Portfolio over a period of time, usually a         
calendar year, determined by dividing the increase (decrease) in value for that 
unit by the Accumulation Unit value at the beginning of the period.             

Any such advertisement will include total return figures for the time periods   
indicated in the advertisement. Such total return figures will reflect the      
deduction of the Separate Account product charges (including death benefit      
rider charges), the expenses for the underlying Investment Portfolio being      
advertised and any applicable account fee, withdrawal charges and/or GLWB or    
LWG rider charge. For purposes of calculating performance information, the GLWB 
or LWG rider charge may be reflected as a percentage of Account Value or other  
theoretical benefit base. Premium taxes are not reflected. The deduction of     
such charges would reduce any percentage increase or make greater any           
percentage decrease.                                                            

The hypothetical value of a contract purchased for the time periods described   
in the advertisement will be determined by using the actual Accumulation Unit   
values for an initial $1,000 Purchase Payment, and deducting any applicable     
account fee and any applicable sales charge to arrive at the ending             
hypothetical value. The average annual total return is then determined by       
computing the fixed interest rate that a $1,000 Purchase Payment would have to  
earn annually,                                                                  

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compounded annually, to grow to the hypothetical value at the end of the time   
periods described. The formula used in these calculations is:                   

P (1 + T)n = ERV                                                            

Where:                                                                          

P = a hypothetical initial payment of $1,000                                

T = average annual total return                                             

n = number of years                                                         

ERV =           ending redeemable value at the end of the time periods used 
                    (or fractional portion thereof) of a hypothetical $1,000
                payment made at the beginning of the 1, 5 or 10 year
periods used.                       

The Company may also advertise performance data which will be calculated in the 
same manner as described above but which will not reflect the deduction of a    
withdrawal charge or GLWB or LWG rider charge. Premium taxes are not reflected. 
The deduction of such charges would reduce any percentage increase or make      
greater any percentage decrease.                                                

Owners should note that the investment results of each Investment Portfolio     
will fluctuate over time, and any presentation of the Investment Portfolio's    
total return for any period should not be considered as a representation of     
what an investment may earn or what the total return may be in any future       
period.                                                                         

HISTORICAL UNIT VALUES                                                          

The Company may also show historical Accumulation Unit values in certain        
advertisements containing illustrations. These illustrations will be based on   
actual Accumulation Unit values.                                                

In addition, the Company may distribute sales literature which compares the     
percentage change in Accumulation Unit values for any of the against            
established market indices such as the Standard & Poor's 500 Composite Stock    
Price Index, the Dow Jones Industrial Average or other management investment    
companies which have investment objectives similar to the Investment Portfolio  
being compared. The Standard & Poor's 500 Composite Stock Price Index is an     
unmanaged, unweighted average of 500 stocks, the majority of which are listed   
on the New York Stock Exchange. The Dow Jones Industrial Average is an          
unmanaged, weighted average of thirty blue chip industrial corporations listed  
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock  
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment  
of dividends.                                                                   

REPORTING AGENCIES                                                              

The Company may also distribute sales literature which compares the performance 
of the Accumulation Unit values of the contracts with the unit values of        
variable annuities issued by other insurance companies. Such information will   
be derived from the Lipper Variable Insurance Products Performance Analysis     
Service, the VARDS Report or from Morningstar.                                  

The Lipper Variable Insurance Products Performance Analysis Service is          
published by Lipper Analytical Services, Inc., a publisher of statistical data  
which currently tracks the performance of thousands of investment companies.    
The rankings compiled by Lipper may or may not reflect the deduction of         
asset-based insurance charges. The Company's sales literature utilizing these   
rankings will indicate whether or not such charges have been deducted. Where    
the charges have not been deducted, the sales literature will indicate that if  
the charges had been deducted, the ranking might have been lower.               

The VARDS Report is a monthly variable annuity industry analysis compiled by    
Variable Annuity Research & Data Service. The VARDS rankings may or may not     
reflect the deduction of asset-based insurance charges. In addition, VARDS      
prepares risk adjusted rankings, which consider the effects of market risk on   
total return performance. This type of ranking may address the question as to   
which funds provide the highest total return with the least amount of risk.     
Other ranking services may be used as sources of performance comparison, such   
as CDA/Weisenberger.                                                            

Morningstar rates a variable annuity against its peers with similar investment  
objectives. Morningstar does not rate any variable annuity that has less than   
three years of performance data.                                                

ANNUITY PROVISIONS                                                              

VARIABLE ANNUITY                                                                

A variable annuity is an annuity with payments which: (1) are not predetermined 
as to dollar amount; and (2) will                                               

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vary in amount in proportion to the amount that the net investment factor       
exceeds the assumed investment return selected.                                 

The Adjusted Contract Value (the Account Value, less any applicable premium     
taxes, account fee, and any prorated rider charge) will be applied to the       
applicable Annuity Table to determine the first Annuity Payment. The Adjusted   
Contract Value is determined on the annuity calculation date, which is a        
Business Day no more than five (5) Business Days before the Annuity Date. The   
dollar amount of the first variable Annuity Payment is determined as follows:   
The first variable Annuity Payment will be based upon the Annuity Option        
elected, the Annuitant's age, the Annuitant's sex (where permitted by law), and 
the appropriate variable Annuity Option table. Your annuity rates will not be   
less than those guaranteed in your contract at the time of purchase for the     
assumed investment return and Annuity Option elected. If, as of the annuity     
calculation date, the then current variable Annuity Option rates applicable to  
this class of contracts provide a first Annuity Payment greater than that which 
is guaranteed under the same Annuity Option under this contract, the greater    
payment will be made.                                                           

The dollar amount of variable Annuity Payments after the first payment is       
determined as follows:                                                          

1.   the dollar amount of the first variable Annuity Payment is divided by the  
 value of an Annuity Unit for each applicable Investment Portfolio as of
    the annuity calculation date. This establishes the number of Annuity Units
   for each monthly payment. The number of Annuity Units for each applicable
  Investment Portfolio remains fixed during the annuity period, unless you
transfer values from the Investment Portfolio to another Investment   
Portfolio;                                                            

2.   the fixed number of Annuity Units per payment in each Investment Portfolio 
   is multiplied by the Annuity Unit value for that Investment Portfolio for
  the Business Day for which the Annuity Payment is being calculated. This
   result is the dollar amount of the payment for each applicable Investment
    Portfolio, less any account fee. The account fee will be deducted pro rata
out of each Annuity Payment.                                          

The total dollar amount of each variable Annuity Payment is the sum of all      
Investment Portfolio variable Annuity Payments.                                 

ANNUITY UNIT -- The initial Annuity Unit value for each Investment Portfolio of 
the Separate Account was set by us.                                             

The subsequent Annuity Unit value for each Investment Portfolio is determined   
by multiplying the Annuity Unit value for the immediately preceding Business    
Day by the net investment factor for the Investment Portfolio for the current   
Business Day and multiplying the result by a factor for each day since the last 
Business Day which represents the daily equivalent of the AIR you elected.      

(1) the dollar amount of the first Annuity Payment is divided by the value of   
an Annuity Unit as of the Annuity Date. This establishes the number of Annuity  
Units for each monthly payment. The number of Annuity Units remains fixed       
during the Annuity Payment period.                                              

(2) the fixed number of Annuity Units is multiplied by the Annuity Unit value   
for the last valuation period of the month preceding the month for which the    
payment is due. This result is the dollar amount of the payment.                

NET INVESTMENT FACTOR -- The net investment factor for each Investment          
Portfolio is determined by dividing A by B and multiplying by (1-C) where:      

A is (i)   the net asset value per share of the portfolio at the end of the     
current Business Day; plus                                

  (ii)       any dividend or capital gains per share declared on behalf of
             such portfolio that has an ex-dividend date as of the current
Business Day.                                   

B is       the net asset value per share of the portfolio for the immediately   
preceding Business Day.                                   

C is (i)   the Separate Account product charges and for each day since the last 
    Business Day. The daily charge is equal to the annual Separate
Account product charges divided by 365; plus              

 (ii)       a charge factor, if any, for any taxes or any tax reserve we
             have established as a result of the operation of the Separate
Account.                                        

Transfers During the Annuity Phase:                                             

o  You may not make a transfer from the fixed Annuity Option to the variable    
Annuity Option;                                                       

o  Transfers among the subaccounts will be made by converting the number of     
Annuity Units being transferred to the number of Annuity Units of the 
subaccount to which the transfer is made, so that the                 

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    next Annuity Payment if it were made at that time would be the same amount
    that it would have been without the transfer. Thereafter, Annuity Payments
will reflect changes in the value of the new Annuity Units; and       

o  You may make a transfer from the variable Annuity Option to the fixed        
  Annuity Option. The amount transferred from a subaccount of the Separate
Account will be equal to the product of "(a)" multiplied by "(b)"     
    multiplied by "(c)", where (a) is the number of Annuity Units representing
 your interest in the subaccount per Annuity Payment; (b) is the Annuity
  Unit value for the subaccount; and (c) is the present value of $1.00 per
payment period for the remaining annuity benefit period based on the  
 attained age of the Annuitant at the time of transfer, calculated using
the same actuarial basis as the variable annuity rates applied on the 
 Annuity Date for the Annuity Option elected. Amounts transferred to the
  fixed Annuity Option will be applied under the Annuity Option elected at
 the attained age of the Annuitant at the time of the transfer using the
  fixed Annuity Option table. If at the time of transfer, the then current
    fixed Annuity Option rates applicable to this class of contracts provide a
    greater payment, the greater payment will be made. All amounts and Annuity
   Unit values will be determined as of the end of the Business Day on which
the Company receives a notice.                                        

FIXED ANNUITY                                                                   

A fixed annuity is a series of payments made during the Annuity Phase which are 
guaranteed as to dollar amount by the Company and do not vary with the          
investment experience of the Separate Account. The Adjusted Contract Value is   
determined on the annuity calculation date, which is a Business Day no more     
than five (5) Business Days before the Annuity Date. This value will be used to 
determine a fixed Annuity Payment. The monthly Annuity Payment will be based    
upon the Annuity Option elected, the Annuitant's age, the Annuitant's sex       
(where permitted by law), and the appropriate Annuity Option table. Your        
annuity rates will not be less than those guaranteed in your contract at the    
time of purchase. If, as of the annuity calculation date, the then current      
Annuity Option rates applicable to this class of contracts provide an Annuity   
Payment greater than that which is guaranteed under the same Annuity Option     
under this contract, the greater payment will be made.                          

MORTALITY AND EXPENSE GUARANTEE                                                 

The Company guarantees that the dollar amount of each Annuity Payment after the 
first Annuity Payment will not be affected by variations in mortality or        
expense experience.                                                             

LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS                                

If mandated under applicable law, the Company may be required to reject a       
Purchase Payment. The Company may also be required to block a contract Owner's  
account and thereby refuse to pay any request for transfers, withdrawals,       
surrenders, death benefits or continue making Annuity Payments until            
instructions are received from the appropriate regulator.                       

ADDITIONAL FEDERAL TAX CONSIDERATIONS                                           

NON-QUALIFIED CONTRACTS                                                         

DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an   
annuity contract for federal income tax purposes, we must comply with certain   
diversification standards with respect to the investments underlying the        
contract. We believe that we satisfy and will continue to satisfy these         
diversification standards. Failure to meet these standards would result in      
immediate taxation to contract Owners of gains under their contracts.           
Inadvertent failure to meet these standards may be correctable.                 

CHANGES TO TAX RULES AND INTERPRETATIONS                                        

Changes to applicable tax rules and interpretations can adversely affect the    
tax treatment of your contract. These changes may take effect retroactively.    

We reserve the right to amend your contract where necessary to maintain its     
status as a variable annuity contract under federal tax law and to protect you  
and other contract Owners in the Investment Portfolios from adverse tax         
consequences.                                                                   

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3.8% INVESTMENT TAX                                                             

The 3.8% investment tax applies to investment income earned in households       
making at least $250,000 ($200,000 single) and will result in the following top 
tax rates on investment income:                                                 

                                                                [Download Table]

 Capital Gains       Dividends       Other
---------------     -----------     ------
                                          
     23.8%            43.4%         43.4% 

The table above also incorporates the scheduled increase in the capital gains   
rate from 15% to 20%, and the scheduled                                         
increase in the dividends rate from 15% to 39.6%.                               

QUALIFIED CONTRACTS                                                             

Annuity contracts purchased through tax qualified plans are subject to          
limitations imposed by the Code and regulations as a condition of tax           
qualification. There are various types of tax qualified plans which have        
certain beneficial tax consequences for contract Owners and plan participants.  

TYPES OF QUALIFIED PLANS                                                        

The following list includes individual account-type plans which may hold an     
annuity contract as described in the Prospectus. Except for Traditional IRAs,   
they are established by an employer for participation of its employees.         

IRA                                                                             
Established by an individual, or employer as part of an employer plan.          

SIMPLE                                                                          
Established by a for-profit employer with fewer than 100 employees, based on    
IRA accounts for each participant.                                              

SEP                                                                             
Established by a for-profit employer, based on IRA accounts for each            
participant. Employer only contributions.                                       

401(K), 401(A)                                                                  
Established by for-profit employers, Section 501(c)(3) tax exempt and non-tax   
exempt entities, Indian Tribes.                                                 

403(B) TAX SHELTERED ANNUITY ("TSA")                                            
Established by Section 501(c)(3) tax exempt entities, public schools (K-12),    
public colleges, universities, churches, synagogues and mosques.                

457(B) GOVERNMENTAL SPONSOR                                                     
Established by state and local governments, public schools (K-12), public       
colleges and universities.                                                      

457(B) NON-GOVERNMENTAL SPONSOR                                                 
Established by a tax-exempt entity. Under a non-governmental plan, which must   
be a tax-exempt entity under Section 501(c) of the Code, all such investments   
of the plan are owned by and are subject to the claims of the general creditors 
of the sponsoring employer. In general, all amounts received under a            
non-governmental Section 457(b) plan are taxable and are subject to federal     
income tax withholding as wages.                                                

ADDITIONAL INFORMATION REGARDING 457(B) PLANS                                   
A 457(b) plan may provide a one-time election to make special one-time          
"catch-up" contributions in one or more of the participant's last three taxable 
years ending before the participant's normal retirement age under the plan.     
Participants in governmental 457(b) plans may not use both the age 50 or older  
catch-up and the special one-time catch-up contribution in the same taxable     
year. In general, contribution limits with respect to elective deferral and to  
age 50 plus catch-up contributions are not aggregated with contributions under  
the other types of qualified plans for the purposes of determining the          
limitations applicable to participants.                                         

403(A)                                                                          
If your benefit under the 403(b) plan is worth more than $5,000, the Code       
requires that your annuity protect your spouse if you die before you receive    
any payments under the annuity or if you die while payments are being made. You 
may waive these requirements with the written consent of your spouse. In        
general, designating a Beneficiary other than your spouse is considered a       
waiver and requires your spouse's written consent. Waiving these requirements   
may cause your monthly benefit to increase during your lifetime. Special rules  
apply to the withdrawal of excess contributions.                                

ROTH ACCOUNT                                                                    
Individual or employee plan contributions made to certain plans on an after-tax 
basis. An IRA may be established as a Roth IRA, and 401(k), 403(b) and 457(b)   
plans may provide for Roth accounts.                                            

ERISA                                                                           

If your plan is subject to ERISA and you are married, the income payments,      
withdrawal provisions, and methods of payment of the death benefit under your   
contract may be subject to your spouse's rights as described below.             

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Generally, the spouse must give qualified consent whenever you elect to:        

(a)        choose income payments other than on a qualified joint and survivor  
     annuity basis ("QJSA") (one under which we make payments to you
         during your lifetime and then make payments reduced by no more than
          50% to your spouse for his or her remaining life, if any): or choose
    to waive the qualified pre-retirement survivor annuity benefit
("QPSA") (the benefit payable to the surviving spouse of a
          participant who dies with a vested interest in an accrued retirement
      benefit under the plan before payment of the benefit has begun);

(b)        make certain withdrawals under plans for which a qualified consent   
is required;                                              

(c)        name someone other than the spouse as your Beneficiary; or           

(d)        use your accrued benefit as security for a loan exceeding $5,000.    

Generally, there is no limit to the number of your elections as long as a       
qualified consent is given each time. The consent to waive the QJSA must meet   
certain requirements, including that it be in writing, that it acknowledges the 
identity of the designated Beneficiary and the form of benefit selected, dated, 
signed by your spouse, witnessed by a notary public or plan representative, and 
that it be in a form satisfactory to us. The waiver of the QJSA generally must  
be executed during the 180 day period (90 days for certain loans) ending on the 
date on which income payments are to commence, or the withdrawal or the loan is 
to be made, as the case may be. If you die before benefits commence, your       
surviving spouse will be your Beneficiary unless he or she has given a          
qualified consent otherwise.                                                    

The qualified consent to waive the QPSA benefit and the Beneficiary designation 
must be made in writing that acknowledges the designated Beneficiary, dated,    
signed by your spouse, witnessed by a notary public or plan representative and  
in a form satisfactory to us. Generally, there is no limit to the number of     
Beneficiary designations as long as a qualified consent accompanies each        
designation. The waiver of and the qualified consent for the QPSA benefit       
generally may not be given until the plan year in which you attain age 35. The  
waiver period for the QPSA ends on the date of your death.                      

If the present value of your benefit is worth $5,000 or less, your plan         
generally may provide for distribution of your entire interest in a lump sum    
without spousal consent.                                                        

COMPARISON OF PLAN LIMITS FOR INDIVIDUAL CONTRIBUTIONS                          

(1)   IRA: elective contribution: $5,500; catch-up contribution: $1,000         

(2)   SIMPLE: elective contribution: $12,500; catch-up contribution: $3,000     

(3)   401(K): elective contribution: $18,000; catch-up contribution: $6,000     

(4)   SEP/401(A): (employer contributions only)                                 

(5)   403(B) (TSA): elective contribution: $18,000; catch-up contribution:      
$6,000                                                              

(6)   457(B): elective contribution: $18,000; catch-up contribution: $6,000     

Dollar limits are for 2016 and subject to cost-of-living adjustments in future  
years. Employer-sponsored individual account plans (other than 457(b) plans)    
may provide for additional employer contributions such that total annual plan   
contributions do not exceed the greater of $53,000 or 25% of an employee's      
compensation for 2016.                                                          

FEDERAL ESTATE TAXES                                                            

While no attempt is being made to discuss the federal estate tax implications   
of the contract, you should bear in mind that the value of an annuity contract  
owned by a decedent and payable to a Beneficiary by virtue of surviving the     
decedent is included in the decedent's gross estate. Depending on the terms of  
the annuity contract, the value of the annuity included in the gross estate may 
be the value of the lump sum payment payable to the designated Beneficiary or   
the actuarial value of the payments to be received by the Beneficiary. Consult  
an estate planning adviser for more information.                                

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.                                                                     

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ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS        

The discussion above provides general 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.                  

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FINANCIAL STATEMENTS                                                            

The financial statements and financial highlights comprising each of the        
Sub-Accounts of the Separate Account and the consolidated financial statements  
of the Company are included herein.                                             

The financial statements of the Company should be considered only as bearing    
upon the ability of the Company to meet its obligations under the contract.     

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Contract Owners of                                                       
MetLife Investors USA Separate Account A                                        
and Board of Directors of                                                       
MetLife Insurance Company USA                                                   

We have audited the accompanying statements of assets and liabilities of        
MetLife Investors USA Separate Account A (the "Separate Account") of MetLife    
Insurance Company USA (the "Company") comprising each of the individual         
Sub-Accounts listed in Note 2.A as of December 31, 2015, the related statements 
of operations for the respective stated period in the year then ended, the      
statements of changes in net assets for the respective stated periods in the    
two years then ended, and the financial highlights in Note 8 for the respective 
stated periods in the five years then ended. These financial statements and     
financial highlights are the responsibility of the Separate Account's           
management. Our responsibility is to express an opinion on these financial      
statements and financial highlights based on our audits.                        

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we     
plan and perform the audit to obtain reasonable assurance about whether the     
financial statements and financial highlights are free of material              
misstatement. The Separate Account is not required to have, nor were we engaged 
to perform, an audit of its internal control over financial reporting. Our      
audits included consideration of internal control over financial reporting as a 
basis for designing audit procedures that are appropriate in the circumstances, 
but not for the purpose of expressing an opinion on the effectiveness of the    
Separate Account's internal control over financial reporting. Accordingly, we   
express no such opinion. An audit also includes examining, on a test basis,     
evidence supporting the amounts and disclosures in the financial statements,    
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
Our procedures included confirmation of investments owned as of December 31,    
2015, by correspondence with the custodian or mutual fund companies. We believe 
that our audits provide a reasonable basis for our opinion.                     

In our opinion, the financial statements and financial highlights referred to   
above present fairly, in all material respects, the financial position of each  
of the Sub-Accounts constituting the Separate Account of the Company as of      
December 31, 2015, the results of their operations for the respective stated    
period in the year then ended, the changes in their net assets for the          
respective stated periods in the two years then ended, and the financial        
highlights for the respective stated periods in the five years then ended, in   
conformity with accounting principles generally accepted in the United States   
of America.                                                                     

/s/ DELOITTE & TOUCHE LLP                                                       
Certified Public Accountants                                                    

Tampa, Florida                                                                  
March 25, 2016                                                                  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES    
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                                                             AMERICAN FUNDS  
                                                   ALGER           AMERICAN FUNDS       AMERICAN FUNDS        GLOBAL SMALL   
                                             SMALL CAP GROWTH           BOND             GLOBAL GROWTH       CAPITALIZATION  
                                                SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $        48,208,209  $       146,512,028  $       300,649,454  $       113,155,397
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                   --                   --                    1
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................          48,208,209          146,512,028          300,649,454          113,155,398
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                  --                   42                   96                  132
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                    1                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                  --                   43                   96                  132
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $        48,208,209  $       146,511,985  $       300,649,358  $       113,155,266
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $        48,208,209  $       146,499,524  $       300,581,904  $       113,148,913
   Net assets from contracts in payout....                  --               12,461               67,454                6,353
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $        48,208,209  $       146,511,985  $       300,649,358  $       113,155,266
                                           ===================  ===================  ===================  ===================

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                           AMERICAN FUNDS        AMERICAN FUNDS      BLACKROCK GLOBAL     DEUTSCHE I CROCI  
                                               GROWTH             GROWTH-INCOME       ALLOCATION V.I.       INTERNATIONAL   
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  --------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $       754,095,343  $       358,450,682  $          1,566,939  $        12,496,599
   Due from MetLife Insurance                                                                                               
     Company USA........................                  --                   --                    --                   --
                                         -------------------  -------------------  --------------------  -------------------
       Total Assets.....................         754,095,343          358,450,682             1,566,939           12,496,599
                                         -------------------  -------------------  --------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees.........................                  89                  103                    68                   --
   Due to MetLife Insurance                                                                                                 
     Company USA........................                  --                   --                    --                   --
                                         -------------------  -------------------  --------------------  -------------------
       Total Liabilities................                  89                  103                    68                   --
                                         -------------------  -------------------  --------------------  -------------------

NET ASSETS.............................. $       754,095,254  $       358,450,579  $          1,566,871  $        12,496,599
                                         ===================  ===================  ====================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $       754,068,033  $       358,393,484  $          1,566,871  $        12,496,599
   Net assets from contracts in payout..              27,221               57,095                    --                   --
                                         -------------------  -------------------  --------------------  -------------------
       Total Net Assets................. $       754,095,254  $       358,450,579  $          1,566,871  $        12,496,599
                                         ===================  ===================  ====================  ===================


                                            FEDERATED HIGH          FEDERATED          FIDELITY VIP          FIDELITY VIP   
                                              INCOME BOND            KAUFMAN           ASSET MANAGER          CONTRAFUND    
                                              SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                         --------------------  -------------------  -------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $             25,033  $            47,964  $        76,132,131  $       581,923,333
   Due from MetLife Insurance                                                                                               
     Company USA........................                   --                   --                   --                    1
                                         --------------------  -------------------  -------------------  -------------------
       Total Assets.....................               25,033               47,964           76,132,131          581,923,334
                                         --------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees.........................                    3                    6                    8                  103
   Due to MetLife Insurance                                                                                                 
     Company USA........................                   --                   --                    1                   --
                                         --------------------  -------------------  -------------------  -------------------
       Total Liabilities................                    3                    6                    9                  103
                                         --------------------  -------------------  -------------------  -------------------

NET ASSETS.............................. $             25,030  $            47,958  $        76,132,122  $       581,923,231
                                         ====================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $             25,030  $            47,958  $        76,132,122  $       581,922,752
   Net assets from contracts in payout..                   --                   --                   --                  479
                                         --------------------  -------------------  -------------------  -------------------
       Total Net Assets................. $             25,030  $            47,958  $        76,132,122  $       581,923,231
                                         ====================  ===================  ===================  ===================


                                             FIDELITY VIP         FIDELITY VIP                                              
                                             EQUITY-INCOME      FUNDSMANAGER 50%                                            
                                              SUB-ACCOUNT          SUB-ACCOUNT                                              
                                         --------------------  -------------------                                          
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $          4,959,137  $     4,406,702,676                                          
   Due from MetLife Insurance                                                                                               
     Company USA........................                   --                   --                                          
                                         --------------------  -------------------                                          
       Total Assets.....................            4,959,137        4,406,702,676                                          
                                         --------------------  -------------------                                          
LIABILITIES:                                                                                                                
   Accrued fees.........................                   --                   --                                          
   Due to MetLife Insurance                                                                                                 
     Company USA........................                   --                    1                                          
                                         --------------------  -------------------                                          
       Total Liabilities................                   --                    1                                          
                                         --------------------  -------------------                                          

NET ASSETS.............................. $          4,959,137  $     4,406,702,675                                          
                                         ====================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $          4,959,137  $     4,406,702,675                                          
   Net assets from contracts in payout..                   --                   --                                          
                                         --------------------  -------------------                                          
       Total Net Assets................. $          4,959,137  $     4,406,702,675                                          
                                         ====================  ===================                                          

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                 FIDELITY VIP                                               
                                            FIDELITY VIP          GOVERNMENT           FIDELITY VIP         FIDELITY VIP    
                                          FUNDSMANAGER 60%       MONEY MARKET             GROWTH              INDEX 500     
                                             SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  -------------------  ------------------- 
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $     3,688,709,450  $        49,654,026  $       160,925,926  $        62,224,187 
   Due from MetLife Insurance                                                                                               
     Company USA........................                  --                   --                    1                   -- 
                                         -------------------  -------------------  -------------------  ------------------- 
       Total Assets.....................       3,688,709,450           49,654,026          160,925,927           62,224,187 
                                         -------------------  -------------------  -------------------  ------------------- 
LIABILITIES:                                                                                                                
   Accrued fees.........................                  --                   13                    8                    9 
   Due to MetLife Insurance                                                                                                 
     Company USA........................                   1                   --                   --                    1 
                                         -------------------  -------------------  -------------------  ------------------- 
       Total Liabilities................                   1                   13                    8                   10 
                                         -------------------  -------------------  -------------------  ------------------- 

NET ASSETS.............................. $     3,688,709,449  $        49,654,013  $       160,925,919  $        62,224,177 
                                         ===================  ===================  ===================  =================== 
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $     3,688,709,449  $        49,654,013  $       160,925,919  $        62,224,177 
   Net assets from contracts in payout..                  --                   --                   --                   -- 
                                         -------------------  -------------------  -------------------  ------------------- 
       Total Net Assets................. $     3,688,709,449  $        49,654,013  $       160,925,919  $        62,224,177 
                                         ===================  ===================  ===================  =================== 



                                             FIDELITY VIP         FIDELITY VIP        FTVIPT FRANKLIN      FTVIPT FRANKLIN  
                                                MID CAP             OVERSEAS            INCOME VIP        MUTUAL SHARES VIP 
                                              SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  --------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $       401,284,609  $         4,615,792  $        253,302,187  $       128,211,530
   Due from MetLife Insurance                                                                                               
     Company USA........................                   1                   --                     3                   --
                                         -------------------  -------------------  --------------------  -------------------
       Total Assets.....................         401,284,610            4,615,792           253,302,190          128,211,530
                                         -------------------  -------------------  --------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees.........................                  23                   --                    74                   43
   Due to MetLife Insurance                                                                                                 
     Company USA........................                  --                   --                    --                   --
                                         -------------------  -------------------  --------------------  -------------------
       Total Liabilities................                  23                   --                    74                   43
                                         -------------------  -------------------  --------------------  -------------------

NET ASSETS.............................. $       401,284,587  $         4,615,792  $        253,302,116  $       128,211,487
                                         ===================  ===================  ====================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $       401,272,662  $         4,615,792  $        253,278,031  $       128,203,216
   Net assets from contracts in payout..              11,925                   --                24,085                8,271
                                         -------------------  -------------------  --------------------  -------------------
       Total Net Assets................. $       401,284,587  $         4,615,792  $        253,302,116  $       128,211,487
                                         ===================  ===================  ====================  ===================



                                           FTVIPT FRANKLIN      FTVIPT TEMPLETON                                            
                                         SMALL CAP VALUE VIP       FOREIGN VIP                                              
                                             SUB-ACCOUNT           SUB-ACCOUNT                                              
                                         -------------------  -------------------                                           
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $       110,998,653  $        66,002,394                                           
   Due from MetLife Insurance                                                                                               
     Company USA........................                  --                    3                                           
                                         -------------------  -------------------                                           
       Total Assets.....................         110,998,653           66,002,397                                           
                                         -------------------  -------------------                                           
LIABILITIES:                                                                                                                
   Accrued fees.........................                  16                   92                                           
   Due to MetLife Insurance                                                                                                 
     Company USA........................                   1                   --                                           
                                         -------------------  -------------------                                           
       Total Liabilities................                  17                   92                                           
                                         -------------------  -------------------                                           

NET ASSETS.............................. $       110,998,636  $        66,002,305                                           
                                         ===================  ===================                                           
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $       110,998,314  $        65,993,831                                           
   Net assets from contracts in payout..                 322                8,474                                           
                                         -------------------  -------------------                                           
       Total Net Assets................. $       110,998,636  $        66,002,305                                           
                                         ===================  ===================                                           

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]


                                           FTVIPT TEMPLETON       INVESCO V.I.          INVESCO V.I.          INVESCO V.I.    
                                            GLOBAL BOND VIP    AMERICAN FRANCHISE        CORE EQUITY        EQUITY AND INCOME 
                                              SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  -------------------  --------------------  --------------------
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value............ $        222,633,735  $            14,947  $            171,373  $        619,311,871
   Due from MetLife Insurance                                                                                                 
     Company USA........................                    1                   --                    --                    --
                                         --------------------  -------------------  --------------------  --------------------
        Total Assets....................          222,633,736               14,947               171,373           619,311,871
                                         --------------------  -------------------  --------------------  --------------------
LIABILITIES:                                                                                                                  
   Accrued fees.........................                   21                    1                     7                    30
   Due to MetLife Insurance                                                                                                   
     Company USA........................                   --                   10                    --                     1
                                         --------------------  -------------------  --------------------  --------------------
        Total Liabilities...............                   21                   11                     7                    31
                                         --------------------  -------------------  --------------------  --------------------

NET ASSETS.............................. $        222,633,715  $            14,936  $            171,366  $        619,311,840
                                         ====================  ===================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units... $        222,619,444  $            14,936  $            171,366  $        619,292,019
   Net assets from contracts in payout..               14,271                   --                    --                19,821
                                         --------------------  -------------------  --------------------  --------------------
        Total Net Assets................ $        222,633,715  $            14,936  $            171,366  $        619,311,840
                                         ====================  ===================  ====================  ====================


                                                                                                                 LMPVET       
                                            INVESCO V.I.          INVESCO V.I.          IVY FUNDS VIP     CLEARBRIDGE VARIABLE
                                          GROWTH AND INCOME   INTERNATIONAL GROWTH     ASSET STRATEGY       AGGRESSIVE GROWTH 
                                             SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  --------------------  --------------------
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value............ $             6,508  $        256,390,790  $            317,724  $       300,878,704 
   Due from MetLife Insurance                                                                                                 
     Company USA........................                   2                    --                    --                    2 
                                         -------------------  --------------------  --------------------  --------------------
        Total Assets....................               6,510           256,390,790               317,724          300,878,706 
                                         -------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                  
   Accrued fees.........................                   1                    10                    24                  172 
   Due to MetLife Insurance                                                                                                   
     Company USA........................                  --                    --                    --                   -- 
                                         -------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                   1                    10                    24                  172 
                                         -------------------  --------------------  --------------------  --------------------

NET ASSETS.............................. $             6,509  $        256,390,780  $            317,700  $       300,878,534 
                                         ===================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units... $             6,509  $        256,382,750  $            317,700  $       300,867,804 
   Net assets from contracts in payout..                  --                 8,030                    --               10,730 
                                         -------------------  --------------------  --------------------  --------------------
        Total Net Assets................ $             6,509  $        256,390,780  $            317,700  $       300,878,534 
                                         ===================  ====================  ====================  ====================


                                                LMPVET                LMPVET                                                  
                                         CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE                                           
                                             APPRECIATION        DIVIDEND STRATEGY                                            
                                              SUB-ACCOUNT           SUB-ACCOUNT                                               
                                         --------------------  --------------------                                           
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value............ $       400,323,074   $        186,422,385                                           
   Due from MetLife Insurance                                                                                                 
     Company USA........................                  --                      1                                           
                                         --------------------  --------------------                                           
        Total Assets....................         400,323,074            186,422,386                                           
                                         --------------------  --------------------                                           
LIABILITIES:                                                                                                                  
   Accrued fees.........................                  67                     71                                           
   Due to MetLife Insurance                                                                                                   
     Company USA........................                  --                     --                                           
                                         --------------------  --------------------                                           
        Total Liabilities...............                  67                     71                                           
                                         --------------------  --------------------                                           

NET ASSETS.............................. $       400,323,007   $        186,422,315                                           
                                         ====================  ====================                                           
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units... $       400,322,222   $        186,415,890                                           
   Net assets from contracts in payout..                 785                  6,425                                           
                                         --------------------  --------------------                                           
        Total Net Assets................ $       400,323,007   $        186,422,315                                           
                                         ====================  ====================                                           

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                  LMPVET                LMPVET                LMPVET               LMPVET      
                                           CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  PERMAL ALTERNATIVE
                                             LARGE CAP GROWTH       LARGE CAP VALUE      SMALL CAP GROWTH        SELECT VIT    
                                                SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT   
                                           --------------------  --------------------  --------------------  ------------------
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value..............  $        3,887,928   $         7,518,434    $       101,596,012  $       10,193,791
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                  --                     1                      3                  --
                                           --------------------  --------------------  --------------------  ------------------
       Total Assets.......................           3,887,928             7,518,435            101,596,015          10,193,791
                                           --------------------  --------------------  --------------------  ------------------
LIABILITIES:                                                                                                                   
   Accrued fees...........................                  70                   114                     98                  30
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                  --                    --                     --                  --
                                           --------------------  --------------------  --------------------  ------------------
       Total Liabilities..................                  70                   114                     98                  30
                                           --------------------  --------------------  --------------------  ------------------

NET ASSETS................................  $        3,887,858   $         7,518,321    $       101,595,917  $       10,193,761
                                           ====================  ====================  ====================  ==================
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units.....  $        3,879,773   $         7,518,321    $       101,592,751  $       10,193,761
   Net assets from contracts in payout....               8,085                    --                  3,166                  --
                                           --------------------  --------------------  --------------------  ------------------
       Total Net Assets...................  $        3,887,858   $         7,518,321    $       101,595,917  $       10,193,761
                                           ====================  ====================  ====================  ==================


                                                LMPVET QS            LMPVET QS           LMPVET QS          LMPVIT WESTERN     
                                           LEGG MASON VARIABLE      LEGG MASON      LEGG MASON VARIABLE  ASSET VARIABLE GLOBAL 
                                           CONSERVATIVE GROWTH    VARIABLE GROWTH     MODERATE GROWTH       HIGH YIELD BOND    
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT      
                                           -------------------  ------------------  -------------------  --------------------- 
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value.............. $        38,239,804  $       83,641,368  $         1,277,452   $        86,641,574  
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                   1                  --                   --                    --  
                                           -------------------  ------------------  -------------------  --------------------- 
       Total Assets.......................          38,239,805          83,641,368            1,277,452            86,641,574  
                                           -------------------  ------------------  -------------------  --------------------- 
LIABILITIES:                                                                                                                   
   Accrued fees...........................                  31                  53                   44                    90  
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                  --                  --                   --                     1  
                                           -------------------  ------------------  -------------------  --------------------- 
       Total Liabilities..................                  31                  53                   44                    91  
                                           -------------------  ------------------  -------------------  --------------------- 

NET ASSETS................................ $        38,239,774  $       83,641,315  $         1,277,408   $        86,641,483  
                                           ===================  ==================  ===================  ===================== 
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units..... $        38,239,774  $       83,641,315  $         1,277,408   $        86,639,012  
   Net assets from contracts in payout....                  --                  --                   --                 2,471  
                                           -------------------  ------------------  -------------------  --------------------- 
       Total Net Assets................... $        38,239,774  $       83,641,315  $         1,277,408   $        86,641,483  
                                           ===================  ==================  ===================  ===================== 



                                                 MFS VIT              MFS VIT                                                  
                                             INVESTORS TRUST       NEW DISCOVERY                                               
                                               SUB-ACCOUNT          SUB-ACCOUNT                                                
                                           ------------------  -------------------                                             
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value.............. $            8,882  $            39,291                                             
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                 --                   --                                             
                                           ------------------  -------------------                                             
       Total Assets.......................              8,882               39,291                                             
                                           ------------------  -------------------                                             
LIABILITIES:                                                                                                                   
   Accrued fees...........................                  7                    3                                             
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                 --                   --                                             
                                           ------------------  -------------------                                             
       Total Liabilities..................                  7                    3                                             
                                           ------------------  -------------------                                             

NET ASSETS................................ $            8,875  $            39,288                                             
                                           ==================  ===================                                             
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units..... $            8,875  $            39,288                                             
   Net assets from contracts in payout....                 --                   --                                             
                                           ------------------  -------------------                                             
       Total Net Assets................... $            8,875  $            39,288                                             
                                           ==================  ===================                                             

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                                             MIST                            
                                                                                        ALLIANZ GLOBAL        MIST AMERICAN  
                                                                   MIST AB GLOBAL      INVESTORS DYNAMIC     FUNDS BALANCED  
                                             MFS VIT RESEARCH    DYNAMIC ALLOCATION    MULTI-ASSET PLUS        ALLOCATION    
                                                SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $            26,213  $     3,205,372,049  $        60,867,188  $     3,117,922,691
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                    1                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................              26,213        3,205,372,050           60,867,188        3,117,922,691
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                   2                  153                  126                  108
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                   2                  153                  126                  108
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $            26,211  $     3,205,371,897  $        60,867,062  $     3,117,922,583
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $            26,211  $     3,205,242,779  $        60,867,062  $     3,117,607,108
   Net assets from contracts in payout....                  --              129,118                   --              315,475
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $            26,211  $     3,205,371,897  $        60,867,062  $     3,117,922,583
                                           ===================  ===================  ===================  ===================



                                              MIST AMERICAN                             MIST AMERICAN           MIST AQR     
                                              FUNDS GROWTH         MIST AMERICAN       FUNDS MODERATE          GLOBAL RISK   
                                               ALLOCATION          FUNDS GROWTH          ALLOCATION             BALANCED     
                                               SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $     1,740,439,326  $       640,713,195  $     1,567,578,966  $     2,431,541,762
   Due from MetLife Insurance                                                                                                
     Company USA..........................                   1                    1                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................       1,740,439,327          640,713,196        1,567,578,966        2,431,541,762
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                 111                   98                  103                   83
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                 111                   98                  103                   83
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $     1,740,439,216  $       640,713,098  $     1,567,578,863  $     2,431,541,679
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $     1,739,985,940  $       640,675,538  $     1,566,643,334  $     2,431,168,043
   Net assets from contracts in payout....             453,276               37,560              935,529              373,636
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $     1,740,439,216  $       640,713,098  $     1,567,578,863  $     2,431,541,679
                                           ===================  ===================  ===================  ===================



                                              MIST BLACKROCK                                                                 
                                              GLOBAL TACTICAL      MIST BLACKROCK                                            
                                                STRATEGIES           HIGH YIELD                                              
                                                SUB-ACCOUNT          SUB-ACCOUNT                                             
                                           -------------------  -------------------                                          
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $     5,128,182,640  $       210,920,562                                          
   Due from MetLife Insurance                                                                                                
     Company USA..........................                   1                   --                                          
                                           -------------------  -------------------                                          
       Total Assets.......................       5,128,182,641          210,920,562                                          
                                           -------------------  -------------------                                          
LIABILITIES:                                                                                                                 
   Accrued fees...........................                 133                  160                                          
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                    1                                          
                                           -------------------  -------------------                                          
       Total Liabilities..................                 133                  161                                          
                                           -------------------  -------------------                                          

NET ASSETS................................ $     5,128,182,508  $       210,920,401                                          
                                           ===================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $     5,128,023,410  $       210,917,009                                          
   Net assets from contracts in payout....             159,098                3,392                                          
                                           -------------------  -------------------                                          
       Total Net Assets................... $     5,128,182,508  $       210,920,401                                          
                                           ===================  ===================                                          

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                                            MIST                 MIST        
                                              MIST CLARION       MIST CLEARBRIDGE       GOLDMAN SACHS       HARRIS OAKMARK   
                                           GLOBAL REAL ESTATE    AGGRESSIVE GROWTH      MID CAP VALUE        INTERNATIONAL   
                                               SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $       288,549,759  $       513,586,309  $       139,196,441  $       595,542,947
   Due from MetLife Insurance                                                                                                
     Company USA..........................                   2                    2                    2                    2
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................         288,549,761          513,586,311          139,196,443          595,542,949
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                 166                  202                  130                  131
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                 166                  202                  130                  131
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $       288,549,595  $       513,586,109  $       139,196,313  $       595,542,818
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $       288,524,994  $       513,499,690  $       139,141,096  $       595,373,816
   Net assets from contracts in payout....              24,601               86,419               55,217              169,002
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $       288,549,595  $       513,586,109  $       139,196,313  $       595,542,818
                                           ===================  ===================  ===================  ===================


                                               MIST INVESCO                                                                  
                                               BALANCED-RISK       MIST INVESCO         MIST INVESCO         MIST INVESCO    
                                                ALLOCATION           COMSTOCK           MID CAP VALUE      SMALL CAP GROWTH  
                                                SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $       777,069,853  $       699,284,779  $       244,282,026  $       291,888,137
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                    1                    2                    3
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................         777,069,853          699,284,780          244,282,028          291,888,140
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                 139                  143                  178                  215
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                   --
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                 139                  143                  178                  215
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $       777,069,714  $       699,284,637  $       244,281,850  $       291,887,925
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $       777,048,597  $       699,159,264  $       244,250,313  $       291,820,993
   Net assets from contracts in payout....              21,117              125,373               31,537               66,932
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $       777,069,714  $       699,284,637  $       244,281,850  $       291,887,925
                                           ===================  ===================  ===================  ===================


                                                                   MIST JPMORGAN                                             
                                              MIST JPMORGAN        GLOBAL ACTIVE                                             
                                                CORE BOND           ALLOCATION                                               
                                               SUB-ACCOUNT          SUB-ACCOUNT                                              
                                           ------------------  -------------------                                           
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $      340,682,934  $     1,000,785,340                                           
   Due from MetLife Insurance                                                                                                
     Company USA..........................                 --                   --                                           
                                           ------------------  -------------------                                           
       Total Assets.......................        340,682,934        1,000,785,340                                           
                                           ------------------  -------------------                                           
LIABILITIES:                                                                                                                 
   Accrued fees...........................                146                  140                                           
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  1                   --                                           
                                           ------------------  -------------------                                           
       Total Liabilities..................                147                  140                                           
                                           ------------------  -------------------                                           

NET ASSETS................................ $      340,682,787  $     1,000,785,200                                           
                                           ==================  ===================                                           
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $      340,677,939  $     1,000,775,398                                           
   Net assets from contracts in payout....              4,848                9,802                                           
                                           ------------------  -------------------                                           
       Total Net Assets................... $      340,682,787  $     1,000,785,200                                           
                                           ==================  ===================                                           

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                                                                  MIST        
                                              MIST JPMORGAN     MIST LOOMIS SAYLES     MIST LORD ABBETT        MET/ARTISAN    
                                             SMALL CAP VALUE      GLOBAL MARKETS        BOND DEBENTURE        INTERNATIONAL   
                                               SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  ------------------- 
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $        23,134,114  $       161,399,326  $       199,682,222  $           121,180 
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                   5                    1                   --                   -- 
                                           -------------------  -------------------  -------------------  ------------------- 
       Total Assets.......................          23,134,119          161,399,327          199,682,222              121,180 
                                           -------------------  -------------------  -------------------  ------------------- 
LIABILITIES:                                                                                                                  
   Accrued fees...........................                 241                  116                  164                   21 
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                  --                   --                    1                   -- 
                                           -------------------  -------------------  -------------------  ------------------- 
       Total Liabilities..................                 241                  116                  165                   21 
                                           -------------------  -------------------  -------------------  ------------------- 

NET ASSETS................................ $        23,133,878  $       161,399,211  $       199,682,057  $           121,159 
                                           ===================  ===================  ===================  =================== 
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $        23,133,878  $       161,384,592  $       199,499,597  $           121,159 
   Net assets from contracts in payout....                  --               14,619              182,460                   -- 
                                           -------------------  -------------------  -------------------  ------------------- 
       Total Net Assets................... $        23,133,878  $       161,399,211  $       199,682,057  $           121,159 
                                           ===================  ===================  ===================  =================== 


                                                  MIST           MIST MET/FRANKLIN                                            
                                             MET/EATON VANCE       LOW DURATION       MIST MET/TEMPLETON      MIST METLIFE    
                                              FLOATING RATE        TOTAL RETURN       INTERNATIONAL BOND  ASSET ALLOCATION 100
                                               SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  --------------------
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $        64,029,057  $       157,983,225  $        42,349,354  $       575,818,134 
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                  --                   --                   --                    2 
                                           -------------------  -------------------  -------------------  --------------------
       Total Assets.......................          64,029,057          157,983,225           42,349,354          575,818,136 
                                           -------------------  -------------------  -------------------  --------------------
LIABILITIES:                                                                                                                  
   Accrued fees...........................                 139                  130                   82                   88 
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                  --                    1                    1                   -- 
                                           -------------------  -------------------  -------------------  --------------------
       Total Liabilities..................                 139                  131                   83                   88 
                                           -------------------  -------------------  -------------------  --------------------

NET ASSETS................................ $        64,028,918  $       157,983,094  $        42,349,271  $       575,818,048 
                                           ===================  ===================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $        64,028,918  $       157,983,094  $        42,349,271  $       575,772,497 
   Net assets from contracts in payout....                  --                   --                   --               45,551 
                                           -------------------  -------------------  -------------------  --------------------
       Total Net Assets................... $        64,028,918  $       157,983,094  $        42,349,271  $       575,818,048 
                                           ===================  ===================  ===================  ====================


                                                                    MIST METLIFE                                              
                                               MIST METLIFE          MULTI-INDEX                                              
                                               BALANCED PLUS        TARGETED RISK                                             
                                                SUB-ACCOUNT          SUB-ACCOUNT                                              
                                           -------------------  --------------------                                          
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $     6,663,424,092  $        633,831,412                                          
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                  --                     1                                          
                                           -------------------  --------------------                                          
       Total Assets.......................       6,663,424,092           633,831,413                                          
                                           -------------------  --------------------                                          
LIABILITIES:                                                                                                                  
   Accrued fees...........................                  90                    72                                          
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                  --                    --                                          
                                           -------------------  --------------------                                          
       Total Liabilities..................                  90                    72                                          
                                           -------------------  --------------------                                          

NET ASSETS................................ $     6,663,424,002  $        633,831,341                                          
                                           ===================  ====================                                          
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $     6,663,229,465  $        633,827,304                                          
   Net assets from contracts in payout....             194,537                 4,037                                          
                                           -------------------  --------------------                                          
       Total Net Assets................... $     6,663,424,002  $        633,831,341                                          
                                           ===================  ====================                                          

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                                           MIST                 MIST        
                                              MIST METLIFE       MIST MFS EMERGING     MFS RESEARCH        MORGAN STANLEY   
                                             SMALL CAP VALUE      MARKETS EQUITY       INTERNATIONAL       MID CAP GROWTH   
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT    
                                           ------------------  -------------------  -------------------  ------------------ 
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $      236,288,146  $       365,167,355  $       271,985,892  $      220,460,557 
   Due from MetLife Insurance                                                                                               
     Company USA..........................                  1                    2                    3                   1 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Assets.......................        236,288,147          365,167,357          271,985,895         220,460,558 
                                           ------------------  -------------------  -------------------  ------------------ 
LIABILITIES:                                                                                                                
   Accrued fees...........................                161                  159                  137                 146 
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                 --                   --                   --                  -- 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Liabilities..................                161                  159                  137                 146 
                                           ------------------  -------------------  -------------------  ------------------ 

NET ASSETS................................ $      236,287,986  $       365,167,198  $       271,985,758  $      220,460,412 
                                           ==================  ===================  ===================  ================== 
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $      236,129,812  $       365,115,077  $       271,866,935  $      220,423,514 
   Net assets from contracts in payout....            158,174               52,121              118,823              36,898 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Net Assets................... $      236,287,986  $       365,167,198  $       271,985,758  $      220,460,412 
                                           ==================  ===================  ===================  ================== 


                                                                       MIST                MIST                             
                                            MIST OPPENHEIMER      PANAGORA GLOBAL     PIMCO INFLATION           MIST        
                                              GLOBAL EQUITY      DIVERSIFIED RISK     PROTECTED BOND     PIMCO TOTAL RETURN 
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  ------------------  -------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $        65,266,607  $       21,123,900  $       634,902,941  $     1,561,823,708
   Due from MetLife Insurance                                                                                               
     Company USA..........................                   4                  71                   --                   --
                                           -------------------  ------------------  -------------------  -------------------
       Total Assets.......................          65,266,611          21,123,971          634,902,941        1,561,823,708
                                           -------------------  ------------------  -------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees...........................                 123                 201                  182                  147
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                  --                  --                    2                   --
                                           -------------------  ------------------  -------------------  -------------------
       Total Liabilities..................                 123                 201                  184                  147
                                           -------------------  ------------------  -------------------  -------------------

NET ASSETS................................ $        65,266,488  $       21,123,770  $       634,902,757  $     1,561,823,561
                                           ===================  ==================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $        65,266,488  $       21,119,485  $       634,789,696  $     1,561,538,135
   Net assets from contracts in payout....                  --               4,285              113,061              285,426
                                           -------------------  ------------------  -------------------  -------------------
       Total Net Assets................... $        65,266,488  $       21,123,770  $       634,902,757  $     1,561,823,561
                                           ===================  ==================  ===================  ===================



                                                  MIST             MIST PIONEER                                             
                                              PIONEER FUND       STRATEGIC INCOME                                           
                                               SUB-ACCOUNT          SUB-ACCOUNT                                             
                                           ------------------  -------------------                                          
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $      285,738,475  $       884,892,188                                          
   Due from MetLife Insurance                                                                                               
     Company USA..........................                  2                   --                                          
                                           ------------------  -------------------                                          
       Total Assets.......................        285,738,477          884,892,188                                          
                                           ------------------  -------------------                                          
LIABILITIES:                                                                                                                
   Accrued fees...........................                267                  192                                          
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                 --                    2                                          
                                           ------------------  -------------------                                          
       Total Liabilities..................                267                  194                                          
                                           ------------------  -------------------                                          

NET ASSETS................................ $      285,738,210  $       884,891,994                                          
                                           ==================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $      285,731,618  $       884,866,907                                          
   Net assets from contracts in payout....              6,592               25,087                                          
                                           ------------------  -------------------                                          
       Total Net Assets................... $      285,738,210  $       884,891,994                                          
                                           ==================  ===================                                          

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                              MIST PYRAMIS         MIST PYRAMIS       MIST SCHRODERS      MIST SSGA GROWTH  
                                            GOVERNMENT INCOME      MANAGED RISK     GLOBAL MULTI-ASSET     AND INCOME ETF   
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT    
                                           ------------------  -------------------  -------------------  ------------------ 
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $      651,039,878  $       351,642,980  $       562,872,734  $    1,349,807,563 
   Due from MetLife Insurance                                                                                               
     Company USA..........................                 --                    1                    1                  -- 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Assets.......................        651,039,878          351,642,981          562,872,735       1,349,807,563 
                                           ------------------  -------------------  -------------------  ------------------ 
LIABILITIES:                                                                                                                
   Accrued fees...........................                184                  111                  133                 113 
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                  1                   --                   --                  -- 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Liabilities..................                185                  111                  133                 113 
                                           ------------------  -------------------  -------------------  ------------------ 

NET ASSETS................................ $      651,039,693  $       351,642,870  $       562,872,602  $    1,349,807,450 
                                           ==================  ===================  ===================  ================== 
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $      650,932,771  $       351,642,870  $       562,851,901  $    1,349,599,991 
   Net assets from contracts in payout....            106,922                   --               20,701             207,459 
                                           ------------------  -------------------  -------------------  ------------------ 
       Total Net Assets................... $      651,039,693  $       351,642,870  $       562,872,602  $    1,349,807,450 
                                           ==================  ===================  ===================  ================== 


                                                MIST SSGA       MIST T. ROWE PRICE  MIST T. ROWE PRICE        MIST TCW      
                                               GROWTH ETF         LARGE CAP VALUE     MID CAP GROWTH      CORE FIXED INCOME 
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  ------------------  -------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $       467,274,157  $      715,850,894  $       485,654,229  $            73,198
   Due from MetLife Insurance                                                                                               
     Company USA..........................                   1                  37                   --                   --
                                           -------------------  ------------------  -------------------  -------------------
       Total Assets.......................         467,274,158         715,850,931          485,654,229               73,198
                                           -------------------  ------------------  -------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees...........................                 100                 193                   62                   29
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                  --                  --                   --                   --
                                           -------------------  ------------------  -------------------  -------------------
       Total Liabilities..................                 100                 193                   62                   29
                                           -------------------  ------------------  -------------------  -------------------

NET ASSETS................................ $       467,274,058  $      715,850,738  $       485,654,167  $            73,169
                                           ===================  ==================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $       466,966,346  $      715,517,596  $       485,547,027  $            73,169
   Net assets from contracts in payout....             307,712             333,142              107,140                   --
                                           -------------------  ------------------  -------------------  -------------------
       Total Net Assets................... $       467,274,058  $      715,850,738  $       485,654,167  $            73,169
                                           ===================  ==================  ===================  ===================


                                                MIST WMC        MSF BAILLIE GIFFORD                                         
                                           LARGE CAP RESEARCH   INTERNATIONAL STOCK                                         
                                               SUB-ACCOUNT          SUB-ACCOUNT                                             
                                           ------------------  --------------------                                         
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value.............. $       15,617,152  $       233,411,595                                          
   Due from MetLife Insurance                                                                                               
     Company USA..........................                  2                   --                                          
                                           ------------------  --------------------                                         
       Total Assets.......................         15,617,154          233,411,595                                          
                                           ------------------  --------------------                                         
LIABILITIES:                                                                                                                
   Accrued fees...........................                171                   77                                          
   Due to MetLife Insurance                                                                                                 
     Company USA..........................                 --                    2                                          
                                           ------------------  --------------------                                         
       Total Liabilities..................                171                   79                                          
                                           ------------------  --------------------                                         

NET ASSETS................................ $       15,616,983  $       233,411,516                                          
                                           ==================  ====================                                         
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units..... $       15,616,983  $       233,406,598                                          
   Net assets from contracts in payout....                 --                4,918                                          
                                           ------------------  --------------------                                         
       Total Net Assets................... $       15,616,983  $       233,411,516                                          
                                           ==================  ====================                                         

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                               MSF BARCLAYS          MSF BLACKROCK        MSF BLACKROCK        MSF BLACKROCK  
                                           AGGREGATE BOND INDEX       BOND INCOME     CAPITAL APPRECIATION    LARGE CAP VALUE 
                                                SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                           --------------------  -------------------  --------------------  ------------------
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value..............  $      245,107,792   $        69,045,516   $        14,301,378  $        4,149,069
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                  --                    --                     3                   1
                                           --------------------  -------------------  --------------------  ------------------
       Total Assets.......................         245,107,792            69,045,516            14,301,381           4,149,070
                                           --------------------  -------------------  --------------------  ------------------
LIABILITIES:                                                                                                                  
   Accrued fees...........................                 146                   172                   239                  62
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                   1                    --                    --                  --
                                           --------------------  -------------------  --------------------  ------------------
       Total Liabilities..................                 147                   172                   239                  62
                                           --------------------  -------------------  --------------------  ------------------

NET ASSETS................................  $      245,107,645   $        69,045,344   $        14,301,142  $        4,149,008
                                           ====================  ===================  ====================  ==================
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units.....  $      245,102,805   $        69,001,018   $        14,301,142  $        4,149,008
   Net assets from contracts in payout....               4,840                44,326                    --                  --
                                           --------------------  -------------------  --------------------  ------------------
       Total Net Assets...................  $      245,107,645   $        69,045,344   $        14,301,142  $        4,149,008
                                           ====================  ===================  ====================  ==================


                                              MSF BLACKROCK        MSF FRONTIER             MSF           MSF LOOMIS SAYLES   
                                              MONEY MARKET        MID CAP GROWTH      JENNISON GROWTH      SMALL CAP CORE     
                                               SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT      
                                           -------------------  ------------------  -------------------  -------------------  
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $       398,591,067  $       73,654,859  $       501,066,473  $        12,750,761  
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                  87                   1                   --                    3  
                                           -------------------  ------------------  -------------------  -------------------  
       Total Assets.......................         398,591,154          73,654,860          501,066,473           12,750,764  
                                           -------------------  ------------------  -------------------  -------------------  
LIABILITIES:                                                                                                                  
   Accrued fees...........................                 375                  61                  120                  120  
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                  --                  --                   --                   --  
                                           -------------------  ------------------  -------------------  -------------------  
       Total Liabilities..................                 375                  61                  120                  120  
                                           -------------------  ------------------  -------------------  -------------------  

NET ASSETS................................ $       398,590,779  $       73,654,799  $       501,066,353  $        12,750,644  
                                           ===================  ==================  ===================  ===================  
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $       398,516,210  $       73,624,080  $       500,696,787  $        12,750,644  
   Net assets from contracts in payout....              74,569              30,719              369,566                   --  
                                           -------------------  ------------------  -------------------  -------------------  
       Total Net Assets................... $       398,590,779  $       73,654,799  $       501,066,353  $        12,750,644  
                                           ===================  ==================  ===================  ===================  


                                            MSF LOOMIS SAYLES     MSF MET/ARTISAN                                             
                                            SMALL CAP GROWTH       MID CAP VALUE                                              
                                               SUB-ACCOUNT          SUB-ACCOUNT                                               
                                           ------------------  -------------------                                            
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $          328,783  $       194,979,925                                            
   Due from MetLife Insurance                                                                                                 
     Company USA..........................                  1                    1                                            
                                           ------------------  -------------------                                            
       Total Assets.......................            328,784          194,979,926                                            
                                           ------------------  -------------------                                            
LIABILITIES:                                                                                                                  
   Accrued fees...........................                 77                   75                                            
   Due to MetLife Insurance                                                                                                   
     Company USA..........................                 --                   --                                            
                                           ------------------  -------------------                                            
       Total Liabilities..................                 77                   75                                            
                                           ------------------  -------------------                                            

NET ASSETS................................ $          328,707  $       194,979,851                                            
                                           ==================  ===================                                            
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $          328,707  $       194,834,141                                            
   Net assets from contracts in payout....                 --              145,710                                            
                                           ------------------  -------------------                                            
       Total Net Assets................... $          328,707  $       194,979,851                                            
                                           ==================  ===================                                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                            MSF MET/DIMENSIONAL                                                                
                                            INTERNATIONAL SMALL      MSF METLIFE          MSF METLIFE          MSF METLIFE     
                                                  COMPANY        ASSET ALLOCATION 20  ASSET ALLOCATION 40  ASSET ALLOCATION 60 
                                                SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT     
                                           --------------------  -------------------  -------------------  ------------------- 
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value..............  $        63,108,977  $        65,568,724  $     4,248,132,743  $     6,667,289,123 
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                    1                   --                    1                   -- 
                                           --------------------  -------------------  -------------------  ------------------- 
       Total Assets.......................           63,108,978           65,568,724        4,248,132,744        6,667,289,123 
                                           --------------------  -------------------  -------------------  ------------------- 
LIABILITIES:                                                                                                                   
   Accrued fees...........................                  179                  112                   78                  113 
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                   --                   --                   --                   -- 
                                           --------------------  -------------------  -------------------  ------------------- 
       Total Liabilities..................                  179                  112                   78                  113 
                                           --------------------  -------------------  -------------------  ------------------- 

NET ASSETS................................  $        63,108,799  $        65,568,612  $     4,248,132,666  $     6,667,289,010 
                                           ====================  ===================  ===================  =================== 
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units.....  $        63,108,799  $        65,568,612  $     4,246,399,984  $     6,664,750,190 
   Net assets from contracts in payout....                   --                   --            1,732,682            2,538,820 
                                           --------------------  -------------------  -------------------  ------------------- 
       Total Net Assets...................  $        63,108,799  $        65,568,612  $     4,248,132,666  $     6,667,289,010 
                                           ====================  ===================  ===================  =================== 



                                                MSF METLIFE           MSF METLIFE           MSF METLIFE            MSF MFS     
                                            ASSET ALLOCATION 80   MID CAP STOCK INDEX       STOCK INDEX         TOTAL RETURN   
                                                SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT   
                                           --------------------  --------------------  -------------------  -------------------
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value.............. $     5,814,030,429   $       121,483,399   $       553,516,031  $        42,319,381
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                   9                     1                     2                    1
                                           --------------------  --------------------  -------------------  -------------------
       Total Assets.......................       5,814,030,438           121,483,400           553,516,033           42,319,382
                                           --------------------  --------------------  -------------------  -------------------
LIABILITIES:                                                                                                                   
   Accrued fees...........................                  48                   112                    99                  188
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                  --                    --                    --                   --
                                           --------------------  --------------------  -------------------  -------------------
       Total Liabilities..................                  48                   112                    99                  188
                                           --------------------  --------------------  -------------------  -------------------

NET ASSETS................................ $     5,814,030,390   $       121,483,288   $       553,515,934  $        42,319,194
                                           ====================  ====================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units..... $     5,813,124,841   $       121,483,288   $       553,396,163  $        42,319,194
   Net assets from contracts in payout....             905,549                    --               119,771                   --
                                           --------------------  --------------------  -------------------  -------------------
       Total Net Assets................... $     5,814,030,390   $       121,483,288   $       553,515,934  $        42,319,194
                                           ====================  ====================  ===================  ===================



                                                                      MSF MSCI                                                 
                                               MSF MFS VALUE         EAFE INDEX                                                
                                                SUB-ACCOUNT          SUB-ACCOUNT                                               
                                           -------------------  -------------------                                            
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value.............. $       249,890,828  $        99,903,106                                            
   Due from MetLife Insurance                                                                                                  
     Company USA..........................                  --                    2                                            
                                           -------------------  -------------------                                            
       Total Assets.......................         249,890,828           99,903,108                                            
                                           -------------------  -------------------                                            
LIABILITIES:                                                                                                                   
   Accrued fees...........................                 257                  157                                            
   Due to MetLife Insurance                                                                                                    
     Company USA..........................                   2                   --                                            
                                           -------------------  -------------------                                            
       Total Liabilities..................                 259                  157                                            
                                           -------------------  -------------------                                            

NET ASSETS................................ $       249,890,569  $        99,902,951                                            
                                           ===================  ===================                                            
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units..... $       249,842,389  $        99,902,951                                            
   Net assets from contracts in payout....              48,180                   --                                            
                                           -------------------  -------------------                                            
       Total Net Assets................... $       249,890,569  $        99,902,951                                            
                                           ===================  ===================                                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]


                                              MSF NEUBERGER             MSF           MSF T. ROWE PRICE    MSF T. ROWE PRICE 
                                             BERMAN GENESIS     RUSSELL 2000 INDEX    LARGE CAP GROWTH     SMALL CAP GROWTH  
                                               SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  ------------------ 
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $       131,950,040  $       129,529,628  $       233,448,961  $       11,814,633 
   Due from MetLife Insurance                                                                                                
     Company USA..........................                   3                    2                   --                   2 
                                           -------------------  -------------------  -------------------  ------------------ 
       Total Assets.......................         131,950,043          129,529,630          233,448,961          11,814,635 
                                           -------------------  -------------------  -------------------  ------------------ 
LIABILITIES:                                                                                                                 
   Accrued fees...........................                 174                  131                  144                  75 
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                  -- 
                                           -------------------  -------------------  -------------------  ------------------ 
       Total Liabilities..................                 174                  131                  144                  75 
                                           -------------------  -------------------  -------------------  ------------------ 

NET ASSETS................................ $       131,949,869  $       129,529,499  $       233,448,817  $       11,814,560 
                                           ===================  ===================  ===================  ================== 
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $       131,925,562  $       129,529,499  $       233,400,686  $       11,814,560 
   Net assets from contracts in payout....              24,307                   --               48,131                  -- 
                                           -------------------  -------------------  -------------------  ------------------ 
       Total Net Assets................... $       131,949,869  $       129,529,499  $       233,448,817  $       11,814,560 
                                           ===================  ===================  ===================  ================== 


                                               MSF VAN ECK        MSF WESTERN ASSET    MSF WESTERN ASSET         MSF WMC     
                                             GLOBAL NATURAL     MANAGEMENT STRATEGIC      MANAGEMENT           CORE EQUITY   
                                                RESOURCES        BOND OPPORTUNITIES     U.S. GOVERNMENT       OPPORTUNITIES  
                                               SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                           -------------------  --------------------  ------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $        74,871,957   $           195,364  $      268,298,831  $       527,700,954
   Due from MetLife Insurance                                                                                                
     Company USA..........................                   3                    --                  --                    1
                                           -------------------  --------------------  ------------------  -------------------
       Total Assets.......................          74,871,960               195,364         268,298,831          527,700,955
                                           -------------------  --------------------  ------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                  86                    54                 163                  200
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                    --                   1                   --
                                           -------------------  --------------------  ------------------  -------------------
       Total Liabilities..................                  86                    54                 164                  200
                                           -------------------  --------------------  ------------------  -------------------

NET ASSETS................................ $        74,871,874   $           195,310  $      268,298,667  $       527,700,755
                                           ===================  ====================  ==================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $        74,871,874   $           195,310  $      268,287,125  $       527,398,463
   Net assets from contracts in payout....                  --                    --              11,542              302,292
                                           -------------------  --------------------  ------------------  -------------------
       Total Net Assets................... $        74,871,874   $           195,310  $      268,298,667  $       527,700,755
                                           ===================  ====================  ==================  ===================



                                                 NEUBERGER        OPPENHEIMER VA                                             
                                              BERMAN GENESIS         CORE BOND                                               
                                                SUB-ACCOUNT         SUB-ACCOUNT                                              
                                           -------------------  -------------------                                          
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $             7,225  $             7,486                                          
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                   --                                          
                                           -------------------  -------------------                                          
       Total Assets.......................               7,225                7,486                                          
                                           -------------------  -------------------                                          
LIABILITIES:                                                                                                                 
   Accrued fees...........................                   3                    9                                          
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                                          
                                           -------------------  -------------------                                          
       Total Liabilities..................                   3                    9                                          
                                           -------------------  -------------------                                          

NET ASSETS................................ $             7,222  $             7,477                                          
                                           ===================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $             7,222  $             7,477                                          
   Net assets from contracts in payout....                  --                   --                                          
                                           -------------------  -------------------                                          
       Total Net Assets................... $             7,222  $             7,477                                          
                                           ===================  ===================                                          

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                             OPPENHEIMER VA                                                    PIMCO VIT     
                                               MAIN STREET        OPPENHEIMER VA       OPPENHEIMER VA     COMMODITYREALRETURN
                                                SMALL CAP           MAIN STREET             MONEY              STRATEGY      
                                               SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  -------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $       109,249,002  $           104,564  $             3,600  $          250,111 
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                   --                    1                  -- 
                                           -------------------  -------------------  -------------------  -------------------
       Total Assets.......................         109,249,002              104,564                3,601             250,111 
                                           -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees...........................                  12                   --                    9                  26 
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                   --                  -- 
                                           -------------------  -------------------  -------------------  -------------------
       Total Liabilities..................                  12                   --                    9                  26 
                                           -------------------  -------------------  -------------------  -------------------

NET ASSETS................................ $       109,248,990  $           104,564  $             3,592  $          250,085 
                                           ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $       109,248,990  $           104,564  $             3,592  $          250,085 
   Net assets from contracts in payout....                  --                   --                   --                  -- 
                                           -------------------  -------------------  -------------------  -------------------
       Total Net Assets................... $       109,248,990  $           104,564  $             3,592  $          250,085 
                                           ===================  ===================  ===================  ===================


                                                PIMCO VIT                                                                    
                                            EMERGING MARKETS         PIMCO VIT           PIONEER VCT          PIONEER VCT    
                                                  BOND          UNCONSTRAINED BOND      MID CAP VALUE     REAL ESTATE SHARES 
                                               SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                           -------------------  -------------------  ------------------  ------------------- 
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $           406,833  $           281,890  $       63,990,396  $           240,971 
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                   --                   2                    1 
                                           -------------------  -------------------  ------------------  ------------------- 
       Total Assets.......................             406,833              281,890          63,990,398              240,972 
                                           -------------------  -------------------  ------------------  ------------------- 
LIABILITIES:                                                                                                                 
   Accrued fees...........................                  37                   27                  70                   71 
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                  --                   -- 
                                           -------------------  -------------------  ------------------  ------------------- 
       Total Liabilities..................                  37                   27                  70                   71 
                                           -------------------  -------------------  ------------------  ------------------- 

NET ASSETS................................ $           406,796  $           281,863  $       63,990,328  $           240,901 
                                           ===================  ===================  ==================  =================== 
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $           406,796  $           281,863  $       63,990,328  $           240,901 
   Net assets from contracts in payout....                  --                   --                  --                   -- 
                                           -------------------  -------------------  ------------------  ------------------- 
       Total Net Assets................... $           406,796  $           281,863  $       63,990,328  $           240,901 
                                           ===================  ===================  ==================  =================== 



                                               T. ROWE PRICE        T. ROWE PRICE                                            
                                               GROWTH STOCK      INTERNATIONAL STOCK                                         
                                                SUB-ACCOUNT          SUB-ACCOUNT                                             
                                           -------------------  --------------------                                         
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value.............. $         7,058,976  $           417,754                                          
   Due from MetLife Insurance                                                                                                
     Company USA..........................                  --                   --                                          
                                           -------------------  --------------------                                         
       Total Assets.......................           7,058,976              417,754                                          
                                           -------------------  --------------------                                         
LIABILITIES:                                                                                                                 
   Accrued fees...........................                  --                   --                                          
   Due to MetLife Insurance                                                                                                  
     Company USA..........................                  --                   --                                          
                                           -------------------  --------------------                                         
       Total Liabilities..................                  --                   --                                          
                                           -------------------  --------------------                                         

NET ASSETS................................ $         7,058,976  $           417,754                                          
                                           ===================  ====================                                         
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units..... $         7,058,976  $           417,754                                          
   Net assets from contracts in payout....                  --                   --                                          
                                           -------------------  --------------------                                         
       Total Net Assets................... $         7,058,976  $           417,754                                          
                                           ===================  ====================                                         

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONCLUDED)   
DECEMBER 31, 2015   

                                                        [Enlarge/Download Table]

                                                                  TAP 1919 VARIABLE                              VAN ECK VIP    
                                              T. ROWE PRICE      SOCIALLY RESPONSIVE       UIF GLOBAL            LONG/SHORT     
                                              PRIME RESERVE           BALANCED           INFRASTRUCTURE         EQUITY INDEX    
                                               SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                          --------------------  --------------------  --------------------  --------------------
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............. $            497,039  $            215,862  $            345,733  $            260,349
   Due from MetLife Insurance                                                                                                   
     Company USA.........................                   --                    --                    --                    --
                                          --------------------  --------------------  --------------------  --------------------
        Total Assets.....................              497,039               215,862               345,733               260,349
                                          --------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                    
   Accrued fees..........................                   --                    30                    48                    30
   Due to MetLife Insurance                                                                                                     
     Company USA.........................                   --                    --                    --                    --
                                          --------------------  --------------------  --------------------  --------------------
        Total Liabilities................                   --                    30                    48                    30
                                          --------------------  --------------------  --------------------  --------------------

NET ASSETS............................... $            497,039  $            215,832  $            345,685  $            260,319
                                          ====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units.... $            497,039  $            215,832  $            345,685  $            260,319
   Net assets from contracts in payout...                   --                    --                    --                    --
                                          --------------------  --------------------  --------------------  --------------------
        Total Net Assets................. $            497,039  $            215,832  $            345,685  $            260,319
                                          ====================  ====================  ====================  ====================

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS    
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                                                                           AMERICAN FUNDS      
                                                    ALGER          AMERICAN FUNDS      AMERICAN FUNDS       GLOBAL SMALL       
                                              SMALL CAP GROWTH          BOND            GLOBAL GROWTH      CAPITALIZATION      
                                                 SUB-ACCOUNT         SUB-ACCOUNT         SUB-ACCOUNT         SUB-ACCOUNT       
                                             ------------------  ------------------  ------------------  ------------------    
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $               --  $        2,510,406  $        3,137,993  $               --    
                                             ------------------  ------------------  ------------------  ------------------    
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................             745,798           1,639,891           3,787,882           1,413,720    
      Administrative charges...............                  --             373,441             792,963             265,924    
                                             ------------------  ------------------  ------------------  ------------------    
        Total expenses.....................             745,798           2,013,332           4,580,845           1,679,644    
                                             ------------------  ------------------  ------------------  ------------------    
          Net investment income (loss).....           (745,798)             497,074         (1,442,852)         (1,679,644)    
                                             ------------------  ------------------  ------------------  ------------------    
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........          14,153,024           2,882,514          30,711,548           9,473,256    
      Realized gains (losses) on sale of                                                                                       
        investments........................             152,520             208,579           6,456,558           3,526,255    
                                             ------------------  ------------------  ------------------  ------------------    
          Net realized gains (losses)......          14,305,544           3,091,093          37,168,106          12,999,511    
                                             ------------------  ------------------  ------------------  ------------------    
      Change in unrealized gains (losses)                                                                                      
        on investments.....................        (15,807,878)         (5,130,676)        (18,663,205)        (11,981,529)    
                                             ------------------  ------------------  ------------------  ------------------    
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (1,502,334)         (2,039,583)          18,504,901           1,017,982    
                                             ------------------  ------------------  ------------------  ------------------    
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $      (2,248,132)  $      (1,542,509)  $       17,062,049  $        (661,662)    
                                             ==================  ==================  ==================  ==================    



                                               AMERICAN FUNDS       AMERICAN FUNDS      BLACKROCK GLOBAL      DEUTSCHE I CROCI 
                                                   GROWTH            GROWTH-INCOME       ALLOCATION V.I.        INTERNATIONAL  
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $         4,627,360  $         4,855,946  $            11,940  $           593,667
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................            9,639,596            4,723,839                5,922              193,755
      Administrative charges...............            1,923,542              865,945                1,301                   --
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................           11,563,138            5,589,784                7,223              193,755
                                             -------------------  -------------------  -------------------  -------------------
          Net investment income (loss).....          (6,935,778)            (733,838)                4,717              399,912
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........          165,941,379           55,558,993               83,600                   --
      Realized gains (losses) on sale of                                                                                       
        investments........................           30,306,129            9,232,824                (742)            (579,969)
                                             -------------------  -------------------  -------------------  -------------------
          Net realized gains (losses)......          196,247,508           64,791,817               82,858            (579,969)
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................        (146,627,691)         (63,748,822)            (117,457)            (737,267)
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................           49,619,817            1,042,995             (34,599)          (1,317,236)
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $        42,684,039  $           309,157  $          (29,882)  $         (917,324)
                                             ===================  ===================  ===================  ===================



                                                FEDERATED HIGH          FEDERATED                                              
                                                  INCOME BOND            KAUFMAN                                               
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                             
                                             -------------------  -------------------                                          
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $             1,488  $                --                                          
                                             -------------------  -------------------                                          
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................                  370                  694                                          
      Administrative charges...............                   --                   --                                          
                                             -------------------  -------------------                                          
        Total expenses.....................                  370                  694                                          
                                             -------------------  -------------------                                          
          Net investment income (loss).....                1,118                (694)                                          
                                             -------------------  -------------------                                          
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........                   --                6,922                                          
      Realized gains (losses) on sale of                                                                                       
        investments........................                 (32)                  489                                          
                                             -------------------  -------------------                                          
          Net realized gains (losses)......                 (32)                7,411                                          
                                             -------------------  -------------------                                          
      Change in unrealized gains (losses)                                                                                      
        on investments.....................              (2,104)              (4,370)                                          
                                             -------------------  -------------------                                          
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................              (2,136)                3,041                                          
                                             -------------------  -------------------                                          
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $           (1,018)  $             2,347                                          
                                             ===================  ===================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]


                                                 FIDELITY VIP          FIDELITY VIP         FIDELITY VIP         FIDELITY VIP    
                                                 ASSET MANAGER          CONTRAFUND          EQUITY-INCOME      FUNDSMANAGER 50%  
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                             --------------------  -------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $          1,255,254  $         5,771,888  $            168,034  $        50,369,911
                                             --------------------  -------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................             1,113,209            7,399,714                75,768           79,698,833
      Administrative charges...............                    --              934,396                    --                   --
                                             --------------------  -------------------  --------------------  -------------------
        Total expenses.....................             1,113,209            8,334,110                75,768           79,698,833
                                             --------------------  -------------------  --------------------  -------------------
           Net investment income (loss)....               142,045          (2,562,222)                92,266         (29,328,922)
                                             --------------------  -------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........             5,739,032           55,619,845               507,907          123,905,398
      Realized gains (losses) on sale of                                                                                         
        investments........................               616,813           21,394,268              (15,310)            1,073,388
                                             --------------------  -------------------  --------------------  -------------------
           Net realized gains (losses).....             6,355,845           77,014,113               492,597          124,978,786
                                             --------------------  -------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................           (7,290,851)         (78,548,435)             (872,283)        (184,114,448)
                                             --------------------  -------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................             (935,006)          (1,534,322)             (379,686)         (59,135,662)
                                             --------------------  -------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $          (792,961)  $       (4,096,544)  $          (287,420)  $      (88,464,584)
                                             ====================  ===================  ====================  ===================


                                                                     FIDELITY VIP                                                
                                                 FIDELITY VIP         GOVERNMENT           FIDELITY VIP         FIDELITY VIP     
                                               FUNDSMANAGER 60%      MONEY MARKET             GROWTH              INDEX 500      
                                                  SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT     
                                             -------------------  -------------------  -------------------  -------------------- 
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $        41,102,669  $            11,340  $           419,310  $          1,276,466 
                                             -------------------  -------------------  -------------------  -------------------- 
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................           77,402,507            1,254,039            2,242,872               892,773 
      Administrative charges...............                   --                   --                   --                    -- 
                                             -------------------  -------------------  -------------------  -------------------- 
        Total expenses.....................           77,402,507            1,254,039            2,242,872               892,773 
                                             -------------------  -------------------  -------------------  -------------------- 
           Net investment income (loss)....         (36,299,838)          (1,242,699)          (1,823,562)               383,693 
                                             -------------------  -------------------  -------------------  -------------------- 
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........          278,124,271                   --            5,197,857                44,305 
      Realized gains (losses) on sale of                                                                                         
        investments........................           43,140,244                   --            7,631,090             3,392,317 
                                             -------------------  -------------------  -------------------  -------------------- 
           Net realized gains (losses).....          321,264,515                   --           12,828,947             3,436,622 
                                             -------------------  -------------------  -------------------  -------------------- 
      Change in unrealized gains (losses)                                                                                        
        on investments.....................        (341,468,121)                   --          (1,625,997)           (3,771,822) 
                                             -------------------  -------------------  -------------------  -------------------- 
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................         (20,203,606)                   --           11,202,950             (335,200) 
                                             -------------------  -------------------  -------------------  -------------------- 
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $      (56,503,444)  $       (1,242,699)  $         9,379,388  $             48,493 
                                             ===================  ===================  ===================  ==================== 



                                                 FIDELITY VIP         FIDELITY VIP                                               
                                                    MID CAP             OVERSEAS                                                 
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                               
                                             -------------------  --------------------                                           
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $         1,071,540  $             64,949                                           
                                             -------------------  --------------------                                           
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            4,861,384                61,982                                           
      Administrative charges...............            1,090,703                    --                                           
                                             -------------------  --------------------                                           
        Total expenses.....................            5,952,087                61,982                                           
                                             -------------------  --------------------                                           
           Net investment income (loss)....          (4,880,547)                 2,967                                           
                                             -------------------  --------------------                                           
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........           53,301,398                 4,793                                           
      Realized gains (losses) on sale of                                                                                         
        investments........................            4,768,478                57,721                                           
                                             -------------------  --------------------                                           
           Net realized gains (losses).....           58,069,876                62,514                                           
                                             -------------------  --------------------                                           
      Change in unrealized gains (losses)                                                                                        
        on investments.....................         (64,627,750)                67,570                                           
                                             -------------------  --------------------                                           
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................          (6,557,874)               130,084                                           
                                             -------------------  --------------------                                           
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $      (11,438,421)  $            133,051                                           
                                             ===================  ====================                                           

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                               FTVIPT FRANKLIN       FTVIPT FRANKLIN       FTVIPT FRANKLIN     FTVIPT TEMPLETON  
                                                 INCOME VIP         MUTUAL SHARES VIP    SMALL CAP VALUE VIP      FOREIGN VIP    
                                                 SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             -------------------  --------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $        12,929,918  $          4,311,745  $           763,990   $         2,377,228
                                             -------------------  --------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            3,105,662             1,624,632            1,312,378             1,141,113
      Administrative charges...............              699,348               358,922              301,626               184,158
                                             -------------------  --------------------  --------------------  -------------------
        Total expenses.....................            3,805,010             1,983,554            1,614,004             1,325,271
                                             -------------------  --------------------  --------------------  -------------------
           Net investment income (loss)....            9,124,908             2,328,191            (850,014)             1,051,957
                                             -------------------  --------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                   --             9,513,467           17,570,672             2,428,055
      Realized gains (losses) on sale of                                                                                         
        investments........................              215,818             3,951,797            1,424,572             (110,969)
                                             -------------------  --------------------  --------------------  -------------------
           Net realized gains (losses).....              215,818            13,465,264           18,995,244             2,317,086
                                             -------------------  --------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................         (32,921,031)          (24,403,194)         (28,752,630)           (9,120,445)
                                             -------------------  --------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................         (32,705,213)          (10,937,930)          (9,757,386)           (6,803,359)
                                             -------------------  --------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $      (23,580,305)  $        (8,609,739)  $      (10,607,400)   $       (5,751,402)
                                             ===================  ====================  ====================  ===================


                                              FTVIPT TEMPLETON        INVESCO V.I.          INVESCO V.I.          INVESCO V.I.   
                                               GLOBAL BOND VIP     AMERICAN FRANCHISE        CORE EQUITY        EQUITY AND INCOME
                                                 SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT   
                                             -------------------  --------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $        19,045,265  $                 --  $              2,143  $        15,163,152
                                             -------------------  --------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            2,613,022                   211                 2,871            7,375,435
      Administrative charges...............              601,807                    --                    --            1,649,793
                                             -------------------  --------------------  --------------------  -------------------
        Total expenses.....................            3,214,829                   211                 2,871            9,025,228
                                             -------------------  --------------------  --------------------  -------------------
           Net investment income (loss)....           15,830,436                 (211)                 (728)            6,137,924
                                             -------------------  --------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........            1,236,973                    81                19,594           58,583,434
      Realized gains (losses) on sale of                                                                                         
        investments........................          (2,409,168)                    70                18,258           10,656,361
                                             -------------------  --------------------  --------------------  -------------------
           Net realized gains (losses).....          (1,172,195)                   151                37,852           69,239,795
                                             -------------------  --------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................         (28,472,303)                   555              (50,167)        (101,201,542)
                                             -------------------  --------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................         (29,644,498)                   706              (12,315)         (31,961,747)
                                             -------------------  --------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $      (13,814,062)  $                495  $           (13,043)  $      (25,823,823)
                                             ===================  ====================  ====================  ===================


                                                 INVESCO V.I.          INVESCO V.I.                                              
                                               GROWTH AND INCOME   INTERNATIONAL GROWTH                                          
                                                  SUB-ACCOUNT           SUB-ACCOUNT                                              
                                             --------------------  --------------------                                          
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $                201  $         3,496,433                                           
                                             --------------------  --------------------                                          
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................                    94            3,016,315                                           
      Administrative charges...............                    --              683,773                                           
                                             --------------------  --------------------                                          
        Total expenses.....................                    94            3,700,088                                           
                                             --------------------  --------------------                                          
           Net investment income (loss)....                   107            (203,655)                                           
                                             --------------------  --------------------                                          
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                 1,042                   --                                           
      Realized gains (losses) on sale of                                                                                         
        investments........................                    39            3,594,236                                           
                                             --------------------  --------------------                                          
           Net realized gains (losses).....                 1,081            3,594,236                                           
                                             --------------------  --------------------                                          
      Change in unrealized gains (losses)                                                                                        
        on investments.....................               (1,491)         (13,655,170)                                           
                                             --------------------  --------------------                                          
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................                 (410)         (10,060,934)                                           
                                             --------------------  --------------------                                          
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $              (303)  $      (10,264,589)                                           
                                             ====================  ====================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                                         LMPVET                LMPVET                LMPVET       
                                                IVY FUNDS VIP     CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE
                                               ASSET STRATEGY       AGGRESSIVE GROWTH       APPRECIATION        DIVIDEND STRATEGY 
                                                 SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             -------------------  --------------------  --------------------  --------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $               678   $        1,116,655   $         4,897,387    $         3,242,000
                                             -------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................                1,979            3,678,704             4,744,181              2,230,600
      Administrative charges...............                  469              793,394             1,042,471                490,904
                                             -------------------  --------------------  --------------------  --------------------
        Total expenses.....................                2,448            4,472,098             5,786,652              2,721,504
                                             -------------------  --------------------  --------------------  --------------------
          Net investment income (loss).....              (1,770)          (3,355,443)             (889,265)                520,496
                                             -------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........               32,559           32,071,895            10,825,484                     --
      Realized gains (losses) on sale of                                                                                          
        investments........................                (706)            8,940,330            10,309,013              3,696,314
                                             -------------------  --------------------  --------------------  --------------------
          Net realized gains (losses)......               31,853           41,012,225            21,134,497              3,696,314
                                             -------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                         
        on investments.....................             (59,235)         (47,157,658)          (19,592,266)           (15,985,006)
                                             -------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................             (27,382)          (6,145,433)             1,542,231           (12,288,692)
                                             -------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $          (29,152)   $      (9,500,876)   $           652,966    $      (11,768,196)
                                             ===================  ====================  ====================  ====================


                                                    LMPVET                LMPVET                LMPVET               LMPVET       
                                             CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  PERMAL ALTERNATIVE 
                                               LARGE CAP GROWTH       LARGE CAP VALUE      SMALL CAP GROWTH        SELECT VIT     
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             --------------------  --------------------  --------------------  ------------------ 
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................   $           18,547   $           116,649    $                --  $           80,654 
                                             --------------------  --------------------  --------------------  ------------------ 
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................               65,366               124,777              1,262,573              59,407 
      Administrative charges...............               10,814                20,684                273,716              13,494 
                                             --------------------  --------------------  --------------------  ------------------ 
        Total expenses.....................               76,180               145,461              1,536,289              72,901 
                                             --------------------  --------------------  --------------------  ------------------ 
          Net investment income (loss).....             (57,633)              (28,812)            (1,536,289)               7,753 
                                             --------------------  --------------------  --------------------  ------------------ 
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........              480,445               320,274              2,453,597              80,805 
      Realized gains (losses) on sale of                                                                                          
        investments........................              287,018               238,545              2,292,061               (477) 
                                             --------------------  --------------------  --------------------  ------------------ 
          Net realized gains (losses)......              767,463               558,819              4,745,658              80,328 
                                             --------------------  --------------------  --------------------  ------------------ 
      Change in unrealized gains (losses)                                                                                         
        on investments.....................            (376,334)             (911,526)            (9,601,052)           (765,231) 
                                             --------------------  --------------------  --------------------  ------------------ 
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................              391,129             (352,707)            (4,855,394)           (684,903) 
                                             --------------------  --------------------  --------------------  ------------------ 
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........   $          333,496   $         (381,519)    $       (6,391,683)  $        (677,150) 
                                             ====================  ====================  ====================  ================== 


                                                   LMPVET QS             LMPVET QS                                                
                                              LEGG MASON VARIABLE       LEGG MASON                                                
                                              CONSERVATIVE GROWTH     VARIABLE GROWTH                                             
                                                  SUB-ACCOUNT           SUB-ACCOUNT                                               
                                             --------------------  -------------------                                            
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $           799,787   $         1,201,613                                            
                                             --------------------  -------------------                                            
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................              454,869             1,008,388                                            
      Administrative charges...............              102,667               225,617                                            
                                             --------------------  -------------------                                            
        Total expenses.....................              557,536             1,234,005                                            
                                             --------------------  -------------------                                            
          Net investment income (loss).....              242,251              (32,392)                                            
                                             --------------------  -------------------                                            
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........                   --             9,698,286                                            
      Realized gains (losses) on sale of                                                                                          
        investments........................              942,532             2,162,345                                            
                                             --------------------  -------------------                                            
          Net realized gains (losses)......              942,532            11,860,631                                            
                                             --------------------  -------------------                                            
      Change in unrealized gains (losses)                                                                                         
        on investments.....................          (2,209,185)          (14,921,753)                                            
                                             --------------------  -------------------                                            
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................          (1,266,653)           (3,061,122)                                            
                                             --------------------  -------------------                                            
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $       (1,024,402)   $       (3,093,514)                                            
                                             ====================  ===================                                            

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]


                                                   LMPVET QS          LMPVIT WESTERN                                              
                                              LEGG MASON VARIABLE  ASSET VARIABLE GLOBAL         MFS VIT             MFS VIT      
                                                MODERATE GROWTH       HIGH YIELD BOND        INVESTORS TRUST      NEW DISCOVERY   
                                                  SUB-ACCOUNT           SUB-ACCOUNT            SUB-ACCOUNT         SUB-ACCOUNT    
                                             --------------------  ---------------------  -------------------  -------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $            24,489    $         5,747,613   $                85  $                --
                                             --------------------  ---------------------  -------------------  -------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................               23,007              1,121,080                   129                  583
      Administrative charges...............                4,153                241,211                    --                   --
                                             --------------------  ---------------------  -------------------  -------------------
        Total expenses.....................               27,160              1,362,291                   129                  583
                                             --------------------  ---------------------  -------------------  -------------------
          Net investment income (loss).....              (2,671)              4,385,322                  (44)                (583)
                                             --------------------  ---------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........                   --                     --                 1,003                1,295
      Realized gains (losses) on sale of                                                                                          
        investments........................              148,483            (1,035,530)                   255                   45
                                             --------------------  ---------------------  -------------------  -------------------
          Net realized gains (losses)......              148,483            (1,035,530)                 1,258                1,340
                                             --------------------  ---------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                         
        on investments.....................            (187,401)           (10,052,056)               (1,317)              (2,076)
                                             --------------------  ---------------------  -------------------  -------------------
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................             (38,918)           (11,087,586)                  (59)                (736)
                                             --------------------  ---------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $          (41,589)    $       (6,702,264)   $             (103)  $           (1,319)
                                             ====================  =====================  ===================  ===================


                                                                                               MIST                               
                                                                          MIST            ALLIANZ GLOBAL        MIST AMERICAN     
                                                                        AB GLOBAL        INVESTORS DYNAMIC     FUNDS BALANCED     
                                               MFS VIT RESEARCH    DYNAMIC ALLOCATION    MULTI-ASSET PLUS        ALLOCATION       
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT      
                                             -------------------  -------------------  -------------------  -------------------   
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $               196  $       109,991,402  $           617,961  $        46,351,883   
                                             -------------------  -------------------  -------------------  -------------------   
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................                  371           39,065,022              419,329           42,553,494   
      Administrative charges...............                   --            8,368,982               95,606            8,280,689   
                                             -------------------  -------------------  -------------------  -------------------   
        Total expenses.....................                  371           47,434,004              514,935           50,834,183   
                                             -------------------  -------------------  -------------------  -------------------   
          Net investment income (loss).....                (175)           62,557,398              103,026          (4,482,300)   
                                             -------------------  -------------------  -------------------  -------------------   
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........                2,018          117,213,060               72,025          174,429,455   
      Realized gains (losses) on sale of                                                                                          
        investments........................                  228           28,380,463                8,844           40,590,334   
                                             -------------------  -------------------  -------------------  -------------------   
          Net realized gains (losses)......                2,246          145,593,523               80,869          215,019,789   
                                             -------------------  -------------------  -------------------  -------------------   
      Change in unrealized gains (losses)                                                                                         
        on investments.....................              (2,225)        (234,232,346)          (2,070,984)        (279,267,105)   
                                             -------------------  -------------------  -------------------  -------------------   
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................                   21         (88,638,823)          (1,990,115)         (64,247,316)   
                                             -------------------  -------------------  -------------------  -------------------   
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $             (154)  $      (26,081,425)  $       (1,887,089)  $      (68,729,616)   
                                             ===================  ===================  ===================  ===================   



                                                 MIST AMERICAN                                                                    
                                                 FUNDS GROWTH         MIST AMERICAN                                               
                                                  ALLOCATION          FUNDS GROWTH                                                
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                                
                                             -------------------  -------------------                                             
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $        24,017,870  $         5,660,851                                             
                                             -------------------  -------------------                                             
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges......................           23,991,111            8,246,497                                             
      Administrative charges...............            4,572,120            1,624,879                                             
                                             -------------------  -------------------                                             
        Total expenses.....................           28,563,231            9,871,376                                             
                                             -------------------  -------------------                                             
          Net investment income (loss).....          (4,545,361)          (4,210,525)                                             
                                             -------------------  -------------------                                             
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........          117,826,799           57,986,806                                             
      Realized gains (losses) on sale of                                                                                          
        investments........................           20,824,724           19,914,545                                             
                                             -------------------  -------------------                                             
          Net realized gains (losses)......          138,651,523           77,901,351                                             
                                             -------------------  -------------------                                             
      Change in unrealized gains (losses)                                                                                         
        on investments.....................        (173,607,348)         (42,270,399)                                             
                                             -------------------  -------------------                                             
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................         (34,955,825)           35,630,952                                             
                                             -------------------  -------------------                                             
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $      (39,501,186)  $        31,420,427                                             
                                             ===================  ===================                                             

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                 MIST AMERICAN          MIST AQR          MIST BLACKROCK                       
                                                FUNDS MODERATE         GLOBAL RISK        GLOBAL TACTICAL      MIST BLACKROCK  
                                                  ALLOCATION            BALANCED            STRATEGIES           HIGH YIELD    
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $        24,846,741  $       155,200,003  $        83,597,766  $        19,191,980
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................           21,409,265           32,777,194           62,982,399            3,108,903
      Administrative charges...............            4,180,309            7,045,414           13,492,278              594,749
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................           25,589,574           39,822,608           76,474,677            3,703,652
                                             -------------------  -------------------  -------------------  -------------------
          Net investment income (loss).....            (742,833)          115,377,395            7,123,089           15,488,328
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........           73,124,901          277,989,819          217,256,984            2,193,919
      Realized gains (losses) on sale of                                                                                       
        investments........................           18,598,699         (26,899,972)           26,208,126          (3,049,444)
                                             -------------------  -------------------  -------------------  -------------------
          Net realized gains (losses)......           91,723,600          251,089,847          243,465,110            (855,525)
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................        (125,905,095)        (667,747,163)        (328,370,852)         (27,072,455)
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (34,181,495)        (416,657,316)         (84,905,742)         (27,927,980)
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $      (34,924,328)  $     (301,279,921)  $      (77,782,653)  $      (12,439,652)
                                             ===================  ===================  ===================  ===================


                                                                                              MIST                  MIST       
                                                MIST CLARION       MIST CLEARBRIDGE       GOLDMAN SACHS        HARRIS OAKMARK  
                                             GLOBAL REAL ESTATE    AGGRESSIVE GROWTH      MID CAP VALUE         INTERNATIONAL  
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $        11,948,135  $         1,324,559  $         1,027,665  $        19,762,902
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................            3,979,771            7,833,608            2,163,648            8,722,427
      Administrative charges...............              783,600            1,458,111              401,105            1,639,690
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................            4,763,371            9,291,719            2,564,753           10,362,117
                                             -------------------  -------------------  -------------------  -------------------
          Net investment income (loss).....            7,184,764          (7,967,160)          (1,537,088)            9,400,785
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........                   --                   --           40,029,047           61,099,636
      Realized gains (losses) on sale of                                                                                       
        investments........................            2,505,984           32,724,227            1,857,136            4,780,738
                                             -------------------  -------------------  -------------------  -------------------
          Net realized gains (losses)......            2,505,984           32,724,227           41,886,183           65,880,374
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................         (18,548,113)         (55,137,738)         (57,110,020)        (112,473,465)
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (16,042,129)         (22,413,511)         (15,223,837)         (46,593,091)
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $       (8,857,365)  $      (30,380,671)  $      (16,760,925)  $      (37,192,306)
                                             ===================  ===================  ===================  ===================


                                                 MIST INVESCO                                                                  
                                                 BALANCED-RISK       MIST INVESCO                                              
                                                  ALLOCATION           COMSTOCK                                                
                                                  SUB-ACCOUNT         SUB-ACCOUNT                                              
                                             -------------------  -------------------                                          
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $        23,435,982  $        22,193,438                                          
                                             -------------------  -------------------                                          
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................            9,382,471            9,152,951                                          
      Administrative charges...............            2,073,707            1,926,274                                          
                                             -------------------  -------------------                                          
        Total expenses.....................           11,456,178           11,079,225                                          
                                             -------------------  -------------------                                          
          Net investment income (loss).....           11,979,804           11,114,213                                          
                                             -------------------  -------------------                                          
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........           60,128,682           25,784,286                                          
      Realized gains (losses) on sale of                                                                                       
        investments........................          (3,131,541)           15,790,207                                          
                                             -------------------  -------------------                                          
          Net realized gains (losses)......           56,997,141           41,574,493                                          
                                             -------------------  -------------------                                          
      Change in unrealized gains (losses)                                                                                      
        on investments.....................        (115,525,978)        (109,029,930)                                          
                                             -------------------  -------------------                                          
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (58,528,837)         (67,455,437)                                          
                                             -------------------  -------------------                                          
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $      (46,549,033)  $      (56,341,224)                                          
                                             ===================  ===================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                                                                               MIST JPMORGAN   
                                                 MIST INVESCO         MIST INVESCO         MIST JPMORGAN       GLOBAL ACTIVE   
                                                 MID CAP VALUE      SMALL CAP GROWTH         CORE BOND          ALLOCATION     
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT    
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $         1,163,991  $            31,913  $         8,326,370  $        25,728,309
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................            3,253,555            4,073,324            4,631,018           10,861,694
      Administrative charges...............              646,026              777,618              893,818            2,369,312
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................            3,899,581            4,850,942            5,524,836           13,231,006
                                             -------------------  -------------------  -------------------  -------------------
          Net investment income (loss).....          (2,735,590)          (4,819,029)            2,801,534           12,497,303
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........           12,278,228           77,839,574                   --           44,595,735
      Realized gains (losses) on sale of                                                                                       
        investments........................            3,058,745            5,355,516            (395,625)            1,100,709
                                             -------------------  -------------------  -------------------  -------------------
          Net realized gains (losses)......           15,336,973           83,195,090            (395,625)           45,696,444
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................         (40,654,275)         (87,413,658)          (6,145,255)         (65,128,206)
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (25,317,302)          (4,218,568)          (6,540,880)         (19,431,762)
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $      (28,052,892)  $       (9,037,597)  $       (3,739,346)  $       (6,934,459)
                                             ===================  ===================  ===================  ===================


                                                                                                                  MIST         
                                                MIST JPMORGAN    MIST LOOMIS SAYLES    MIST LORD ABBETT        MET/ARTISAN     
                                               SMALL CAP VALUE     GLOBAL MARKETS       BOND DEBENTURE        INTERNATIONAL    
                                                 SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT        SUB-ACCOUNT (a)   
                                             ------------------  ------------------  -------------------  -------------------  
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $          349,037  $        2,744,767  $        12,709,761  $               388  
                                             ------------------  ------------------  -------------------  -------------------  
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................             383,684           2,255,640            3,150,432                  614  
      Administrative charges...............              64,256             432,208              550,977                  143  
                                             ------------------  ------------------  -------------------  -------------------  
        Total expenses.....................             447,940           2,687,848            3,701,409                  757  
                                             ------------------  ------------------  -------------------  -------------------  
          Net investment income (loss).....            (98,903)              56,919            9,008,352                (369)  
                                             ------------------  ------------------  -------------------  -------------------  
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........           2,250,353                  --            9,390,861                   --  
      Realized gains (losses) on sale of                                                                                       
        investments........................             706,478           5,682,307            (500,289)                (764)  
                                             ------------------  ------------------  -------------------  -------------------  
          Net realized gains (losses)......           2,956,831           5,682,307            8,890,572                (764)  
                                             ------------------  ------------------  -------------------  -------------------  
      Change in unrealized gains (losses)                                                                                      
        on investments.....................         (5,123,070)         (5,830,670)         (25,591,546)              (3,854)  
                                             ------------------  ------------------  -------------------  -------------------  
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................         (2,166,239)           (148,363)         (16,700,974)              (4,618)  
                                             ------------------  ------------------  -------------------  -------------------  
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $      (2,265,142)  $         (91,444)  $       (7,692,622)  $           (4,987)  
                                             ==================  ==================  ===================  ===================  


                                                     MIST           MIST MET/FRANKLIN                                          
                                                MET/EATON VANCE       LOW DURATION                                             
                                                 FLOATING RATE        TOTAL RETURN                                             
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                             
                                             -------------------  -------------------                                          
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $         2,573,996  $         5,144,609                                          
                                             -------------------  -------------------                                          
EXPENSES:                                                                                                                      
      Mortality and expense risk and                                                                                           
        other charges......................              960,300            2,154,352                                          
      Administrative charges...............              176,667              412,579                                          
                                             -------------------  -------------------                                          
        Total expenses.....................            1,136,967            2,566,931                                          
                                             -------------------  -------------------                                          
          Net investment income (loss).....            1,437,029            2,577,678                                          
                                             -------------------  -------------------                                          
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........                   --                   --                                          
      Realized gains (losses) on sale of                                                                                       
        investments........................            (376,676)            (701,699)                                          
                                             -------------------  -------------------                                          
          Net realized gains (losses)......            (376,676)            (701,699)                                          
                                             -------------------  -------------------                                          
      Change in unrealized gains (losses)                                                                                      
        on investments.....................          (2,605,647)          (5,428,085)                                          
                                             -------------------  -------------------                                          
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................          (2,982,323)          (6,129,784)                                          
                                             -------------------  -------------------                                          
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $       (1,545,294)  $       (3,552,106)                                          
                                             ===================  ===================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                                                                                 MIST METLIFE   
                                              MIST MET/TEMPLETON      MIST METLIFE          MIST METLIFE          MULTI-INDEX   
                                              INTERNATIONAL BOND  ASSET ALLOCATION 100      BALANCED PLUS        TARGETED RISK  
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  --------------------  -------------------  -------------------
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $         3,729,014  $         8,029,047   $       149,625,167  $         6,384,390
                                             -------------------  --------------------  -------------------  -------------------
EXPENSES:                                                                                                                       
      Mortality and expense risk and                                                                                            
        other charges......................              576,000            8,485,630            82,547,277            6,090,252
      Administrative charges...............              114,068            1,559,676            17,790,302            1,328,353
                                             -------------------  --------------------  -------------------  -------------------
        Total expenses.....................              690,068           10,045,306           100,337,579            7,418,605
                                             -------------------  --------------------  -------------------  -------------------
          Net investment income (loss).....            3,038,946          (2,016,259)            49,287,588          (1,034,215)
                                             -------------------  --------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........               82,867           46,770,295           421,167,137           14,145,806
      Realized gains (losses) on sale of                                                                                        
        investments........................            (543,791)           14,336,507            25,348,629              152,072
                                             -------------------  --------------------  -------------------  -------------------
          Net realized gains (losses)......            (460,924)           61,106,802           446,515,766           14,297,878
                                             -------------------  --------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                       
        on investments.....................          (5,136,661)         (79,692,789)         (884,673,039)         (32,052,767)
                                             -------------------  --------------------  -------------------  -------------------
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................          (5,597,585)         (18,585,987)         (438,157,273)         (17,754,889)
                                             -------------------  --------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $       (2,558,639)  $      (20,602,246)   $     (388,869,685)  $      (18,789,104)
                                             ===================  ====================  ===================  ===================


                                                                                              MIST                 MIST         
                                                MIST METLIFE       MIST MFS EMERGING      MFS RESEARCH        MORGAN STANLEY    
                                               SMALL CAP VALUE      MARKETS EQUITY        INTERNATIONAL       MID CAP GROWTH    
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT     
                                             -------------------  -------------------  -------------------  ------------------  
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $           268,660  $         7,354,514  $         7,863,296  $               --  
                                             -------------------  -------------------  -------------------  ------------------  
EXPENSES:                                                                                                                       
      Mortality and expense risk and                                                                                            
        other charges......................            3,651,603            5,257,836            3,879,012           2,749,745  
      Administrative charges...............              656,354            1,026,514              699,300             577,360  
                                             -------------------  -------------------  -------------------  ------------------  
        Total expenses.....................            4,307,957            6,284,350            4,578,312           3,327,105  
                                             -------------------  -------------------  -------------------  ------------------  
          Net investment income (loss).....          (4,039,297)            1,070,164            3,284,984         (3,327,105)  
                                             -------------------  -------------------  -------------------  ------------------  
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........           98,026,676                   --                   --                  --  
      Realized gains (losses) on sale of                                                                                        
        investments........................            4,504,693          (1,548,189)              894,053           4,570,410  
                                             -------------------  -------------------  -------------------  ------------------  
          Net realized gains (losses)......          102,531,369          (1,548,189)              894,053           4,570,410  
                                             -------------------  -------------------  -------------------  ------------------  
      Change in unrealized gains (losses)                                                                                       
        on investments.....................        (116,797,548)         (63,266,929)         (12,677,983)        (15,910,469)  
                                             -------------------  -------------------  -------------------  ------------------  
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................         (14,266,179)         (64,815,118)         (11,783,930)        (11,340,059)  
                                             -------------------  -------------------  -------------------  ------------------  
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $      (18,305,476)  $      (63,744,954)  $       (8,498,946)  $     (14,667,164)  
                                             ===================  ===================  ===================  ==================  


                                                                         MIST                                                   
                                              MIST OPPENHEIMER      PANAGORA GLOBAL                                             
                                                GLOBAL EQUITY      DIVERSIFIED RISK                                             
                                                 SUB-ACCOUNT          SUB-ACCOUNT                                               
                                             ------------------  -------------------                                            
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $          672,378  $            92,650                                            
                                             ------------------  -------------------                                            
EXPENSES:                                                                                                                       
      Mortality and expense risk and                                                                                            
        other charges......................             799,233              183,353                                            
      Administrative charges...............             178,918               42,283                                            
                                             ------------------  -------------------                                            
        Total expenses.....................             978,151              225,636                                            
                                             ------------------  -------------------                                            
          Net investment income (loss).....           (305,773)            (132,986)                                            
                                             ------------------  -------------------                                            
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........           1,577,758              120,283                                            
      Realized gains (losses) on sale of                                                                                        
        investments........................           1,934,698             (60,777)                                            
                                             ------------------  -------------------                                            
          Net realized gains (losses)......           3,512,456               59,506                                            
                                             ------------------  -------------------                                            
      Change in unrealized gains (losses)                                                                                       
        on investments.....................         (1,038,937)          (1,391,238)                                            
                                             ------------------  -------------------                                            
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................           2,473,519          (1,331,732)                                            
                                             ------------------  -------------------                                            
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $        2,167,746  $       (1,464,718)                                            
                                             ==================  ===================                                            

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                                     MIST                                                                     
                                                PIMCO INFLATION          MIST                 MIST            MIST PIONEER    
                                                PROTECTED BOND    PIMCO TOTAL RETURN      PIONEER FUND      STRATEGIC INCOME  
                                                  SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT    
                                             -------------------  ------------------  -------------------  ------------------ 
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        34,477,545  $       89,180,453  $         3,683,718  $       48,256,021 
                                             -------------------  ------------------  -------------------  ------------------ 
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................            9,268,499          22,299,183            3,379,869          10,604,182 
      Administrative charges...............            1,743,178           4,128,269              745,294           2,342,536 
                                             -------------------  ------------------  -------------------  ------------------ 
        Total expenses.....................           11,011,677          26,427,452            4,125,163          12,946,718 
                                             -------------------  ------------------  -------------------  ------------------ 
          Net investment income (loss).....           23,465,868          62,753,001            (441,445)          35,309,303 
                                             -------------------  ------------------  -------------------  ------------------ 
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --          20,421,403           28,068,584           9,469,560 
      Realized gains (losses) on sale of                                                                                      
        investments........................         (12,024,645)         (7,687,028)              990,014         (1,028,615) 
                                             -------------------  ------------------  -------------------  ------------------ 
          Net realized gains (losses)......         (12,024,645)          12,734,375           29,058,598           8,440,945 
                                             -------------------  ------------------  -------------------  ------------------ 
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (43,226,004)        (99,708,652)         (32,626,475)        (68,623,094) 
                                             -------------------  ------------------  -------------------  ------------------ 
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (55,250,649)        (86,974,277)          (3,567,877)        (60,182,149) 
                                             -------------------  ------------------  -------------------  ------------------ 
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $      (31,784,781)  $     (24,221,276)  $       (4,009,322)  $     (24,872,846) 
                                             ===================  ==================  ===================  ================== 



                                                MIST PYRAMIS          MIST PYRAMIS       MIST SCHRODERS      MIST SSGA GROWTH 
                                              GOVERNMENT INCOME       MANAGED RISK     GLOBAL MULTI-ASSET     AND INCOME ETF  
                                                 SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  -------------------  ------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        15,349,767  $         1,682,748  $        5,491,098  $        33,459,065
                                             -------------------  -------------------  ------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................            7,750,182            3,049,565           6,353,967           18,323,030
      Administrative charges...............            1,686,796              640,912           1,367,891            3,639,470
                                             -------------------  -------------------  ------------------  -------------------
        Total expenses.....................            9,436,978            3,690,477           7,721,858           21,962,500
                                             -------------------  -------------------  ------------------  -------------------
          Net investment income (loss).....            5,912,789          (2,007,729)         (2,230,760)           11,496,565
                                             -------------------  -------------------  ------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --            8,471,107          16,473,295           81,570,892
      Realized gains (losses) on sale of                                                                                      
        investments........................            (146,659)              102,485             692,537           14,559,833
                                             -------------------  -------------------  ------------------  -------------------
          Net realized gains (losses)......            (146,659)            8,573,592          17,165,832           96,130,725
                                             -------------------  -------------------  ------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (11,685,773)         (18,736,202)        (29,873,677)        (155,135,668)
                                             -------------------  -------------------  ------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (11,832,432)         (10,162,610)        (12,707,845)         (59,004,943)
                                             -------------------  -------------------  ------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $       (5,919,643)  $      (12,170,339)  $     (14,938,605)  $      (47,508,378)
                                             ===================  ===================  ==================  ===================



                                                  MIST SSGA       MIST T. ROWE PRICE                                          
                                                 GROWTH ETF         LARGE CAP VALUE                                           
                                                 SUB-ACCOUNT          SUB-ACCOUNT                                             
                                             ------------------  -------------------                                          
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        9,908,111  $        12,241,490                                          
                                             ------------------  -------------------                                          
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................           6,398,101           10,220,215                                          
      Administrative charges...............           1,240,101            1,493,521                                          
                                             ------------------  -------------------                                          
        Total expenses.....................           7,638,202           11,713,736                                          
                                             ------------------  -------------------                                          
          Net investment income (loss).....           2,269,909              527,754                                          
                                             ------------------  -------------------                                          
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........          27,061,284            1,641,229                                          
      Realized gains (losses) on sale of                                                                                      
        investments........................           6,497,021           27,914,339                                          
                                             ------------------  -------------------                                          
          Net realized gains (losses)......          33,558,305           29,555,568                                          
                                             ------------------  -------------------                                          
      Change in unrealized gains (losses)                                                                                     
        on investments.....................        (54,174,177)         (69,547,913)                                          
                                             ------------------  -------------------                                          
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................        (20,615,872)         (39,992,345)                                          
                                             ------------------  -------------------                                          
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $     (18,345,963)  $      (39,464,591)                                          
                                             ==================  ===================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                             MIST T. ROWE PRICE        MIST TCW             MIST WMC       MSF BAILLIE GIFFORD   
                                               MID CAP GROWTH      CORE FIXED INCOME   LARGE CAP RESEARCH  INTERNATIONAL STOCK   
                                                 SUB-ACCOUNT        SUB-ACCOUNT (b)        SUB-ACCOUNT         SUB-ACCOUNT       
                                             -------------------  ------------------  -------------------  -------------------   
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $                --  $               --  $           130,268  $         3,680,116   
                                             -------------------  ------------------  -------------------  -------------------   
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            6,938,998                 187              241,576            3,309,193   
      Administrative charges...............            1,300,929                  41               41,422              642,782   
                                             -------------------  ------------------  -------------------  -------------------   
        Total expenses.....................            8,239,927                 228              282,998            3,951,975   
                                             -------------------  ------------------  -------------------  -------------------   
          Net investment income (loss).....          (8,239,927)               (228)            (152,730)            (271,859)   
                                             -------------------  ------------------  -------------------  -------------------   
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........           85,161,520                  --            1,190,754                   --   
      Realized gains (losses) on sale of                                                                                         
        investments........................           23,256,134                 (4)              998,942            3,508,939   
                                             -------------------  ------------------  -------------------  -------------------   
          Net realized gains (losses)......          108,417,654                 (4)            2,189,696            3,508,939   
                                             -------------------  ------------------  -------------------  -------------------   
      Change in unrealized gains (losses)                                                                                        
        on investments.....................         (73,202,424)               (184)          (1,564,663)         (10,663,827)   
                                             -------------------  ------------------  -------------------  -------------------   
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................           35,215,230               (188)              625,033          (7,154,888)   
                                             -------------------  ------------------  -------------------  -------------------   
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $        26,975,303  $            (416)  $           472,303  $       (7,426,747)   
                                             ===================  ==================  ===================  ===================   


                                                 MSF BARCLAYS          MSF BLACKROCK        MSF BLACKROCK        MSF BLACKROCK   
                                             AGGREGATE BOND INDEX       BOND INCOME     CAPITAL APPRECIATION    LARGE CAP VALUE  
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                             --------------------  -------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................   $        6,210,539   $         2,343,427   $                --  $            78,851
                                             --------------------  -------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            2,874,606               902,610               205,445               56,978
      Administrative charges...............              561,921               151,389                31,725                  536
                                             --------------------  -------------------  --------------------  -------------------
        Total expenses.....................            3,436,527             1,053,999               237,170               57,514
                                             --------------------  -------------------  --------------------  -------------------
          Net investment income (loss).....            2,774,012             1,289,428             (237,170)               21,337
                                             --------------------  -------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                   --               717,939             2,532,251              355,605
      Realized gains (losses) on sale of                                                                                         
        investments........................            (126,236)               115,998               847,942             (61,229)
                                             --------------------  -------------------  --------------------  -------------------
          Net realized gains (losses)......            (126,236)               833,937             3,380,193              294,376
                                             --------------------  -------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................          (6,456,221)           (2,926,902)           (2,490,455)            (639,612)
                                             --------------------  -------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................          (6,582,457)           (2,092,965)               889,738            (345,236)
                                             --------------------  -------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........   $      (3,808,445)   $         (803,537)   $           652,568  $         (323,899)
                                             ====================  ===================  ====================  ===================


                                                 MSF BLACKROCK        MSF FRONTIER                                               
                                                 MONEY MARKET        MID CAP GROWTH                                              
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                               
                                             -------------------  -------------------                                            
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $                21  $                --                                            
                                             -------------------  -------------------                                            
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            5,074,098            1,141,807                                            
      Administrative charges...............              953,030              209,889                                            
                                             -------------------  -------------------                                            
        Total expenses.....................            6,027,128            1,351,696                                            
                                             -------------------  -------------------                                            
          Net investment income (loss).....          (6,027,107)          (1,351,696)                                            
                                             -------------------  -------------------                                            
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                   --           11,666,337                                            
      Realized gains (losses) on sale of                                                                                         
        investments........................                   --            2,527,225                                            
                                             -------------------  -------------------                                            
          Net realized gains (losses)......                   --           14,193,562                                            
                                             -------------------  -------------------                                            
      Change in unrealized gains (losses)                                                                                        
        on investments.....................                   --         (11,177,142)                                            
                                             -------------------  -------------------                                            
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................                   --            3,016,420                                            
                                             -------------------  -------------------                                            
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $       (6,027,107)  $         1,664,724                                            
                                             ===================  ===================                                            

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]


                                                     MSF            MSF LOOMIS SAYLES    MSF LOOMIS SAYLES     MSF MET/ARTISAN   
                                               JENNISON GROWTH       SMALL CAP CORE      SMALL CAP GROWTH       MID CAP VALUE    
                                                 SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT     
                                             -------------------  -------------------  --------------------  ------------------- 
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $            84,147  $                --  $                 --  $         2,114,594 
                                             -------------------  -------------------  --------------------  ------------------- 
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................            7,055,862              200,989                 2,854            3,054,257 
      Administrative charges...............            1,283,893               33,701                   730              526,635 
                                             -------------------  -------------------  --------------------  ------------------- 
        Total expenses.....................            8,339,755              234,690                 3,584            3,580,892 
                                             -------------------  -------------------  --------------------  ------------------- 
          Net investment income (loss).....          (8,255,608)            (234,690)               (3,584)          (1,466,298) 
                                             -------------------  -------------------  --------------------  ------------------- 
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........           79,333,950            1,783,360                47,288           28,764,566 
      Realized gains (losses) on sale of                                                                                         
        investments........................           21,128,195              211,580                   284            4,074,468 
                                             -------------------  -------------------  --------------------  ------------------- 
          Net realized gains (losses)......          100,462,145            1,994,940                47,572           32,839,034 
                                             -------------------  -------------------  --------------------  ------------------- 
      Change in unrealized gains (losses)                                                                                        
        on investments.....................         (47,555,352)          (2,197,811)              (43,867)         (55,970,793) 
                                             -------------------  -------------------  --------------------  ------------------- 
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................           52,906,793            (202,871)                 3,705         (23,131,759) 
                                             -------------------  -------------------  --------------------  ------------------- 
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $        44,651,185  $         (437,561)  $                121  $      (24,598,057) 
                                             ===================  ===================  ====================  =================== 


                                             MSF MET/DIMENSIONAL                                                                 
                                             INTERNATIONAL SMALL       MSF METLIFE           MSF METLIFE          MSF METLIFE    
                                                   COMPANY         ASSET ALLOCATION 20   ASSET ALLOCATION 40  ASSET ALLOCATION 60
                                                 SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             -------------------  --------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $         1,024,343  $         1,053,756   $         12,825,092  $        38,563,854
                                             -------------------  --------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................              821,749              723,837             61,653,110           95,454,330
      Administrative charges...............              153,612              136,348             11,648,817           18,018,386
                                             -------------------  --------------------  --------------------  -------------------
        Total expenses.....................              975,361              860,185             73,301,927          113,472,716
                                             -------------------  --------------------  --------------------  -------------------
          Net investment income (loss).....               48,982              193,571           (60,476,835)         (74,908,862)
                                             -------------------  --------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........            9,928,834            1,582,820            257,601,137          463,822,792
      Realized gains (losses) on sale of                                                                                         
        investments........................            (194,522)            (192,837)             13,336,674           17,765,281
                                             -------------------  --------------------  --------------------  -------------------
          Net realized gains (losses)......            9,734,312            1,389,983            270,937,811          481,588,073
                                             -------------------  --------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................          (7,397,341)          (2,880,050)          (322,220,355)        (594,962,543)
                                             -------------------  --------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................            2,336,971          (1,490,067)           (51,282,544)        (113,374,470)
                                             -------------------  --------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $         2,385,953  $       (1,296,496)   $      (111,759,379)  $     (188,283,332)
                                             ===================  ====================  ====================  ===================



                                                  MSF METLIFE           MSF METLIFE                                              
                                              ASSET ALLOCATION 80   MID CAP STOCK INDEX                                          
                                                  SUB-ACCOUNT           SUB-ACCOUNT                                              
                                             --------------------  --------------------                                          
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $        20,822,635   $         1,242,553                                           
                                             --------------------  --------------------                                          
EXPENSES:                                                                                                                        
      Mortality and expense risk and                                                                                             
        other charges......................           85,478,932             1,678,062                                           
      Administrative charges...............           15,703,419               233,543                                           
                                             --------------------  --------------------                                          
        Total expenses.....................          101,182,351             1,911,605                                           
                                             --------------------  --------------------                                          
          Net investment income (loss).....         (80,359,716)             (669,052)                                           
                                             --------------------  --------------------                                          
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........          284,020,737             8,255,576                                           
      Realized gains (losses) on sale of                                                                                         
        investments........................           25,999,128             2,857,463                                           
                                             --------------------  --------------------                                          
          Net realized gains (losses)......          310,019,865            11,113,039                                           
                                             --------------------  --------------------                                          
      Change in unrealized gains (losses)                                                                                        
        on investments.....................        (421,371,788)          (15,667,437)                                           
                                             --------------------  --------------------                                          
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................        (111,351,923)           (4,554,398)                                           
                                             --------------------  --------------------                                          
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $     (191,711,639)   $       (5,223,450)                                           
                                             ====================  ====================                                          

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]


                                                 MSF METLIFE            MSF MFS                                  MSF MSCI     
                                                 STOCK INDEX         TOTAL RETURN         MSF MFS VALUE         EAFE INDEX    
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  -------------------  ------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $         9,369,445  $         1,114,324  $        6,212,020  $         3,317,058
                                             -------------------  -------------------  ------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................            8,406,101              608,367           3,337,574            1,358,849
      Administrative charges...............            1,310,945               86,242             601,031              217,496
                                             -------------------  -------------------  ------------------  -------------------
        Total expenses.....................            9,717,046              694,609           3,938,605            1,576,345
                                             -------------------  -------------------  ------------------  -------------------
          Net investment income (loss).....            (347,601)              419,715           2,273,415            1,740,713
                                             -------------------  -------------------  ------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........           25,747,034                   --          38,386,180                   --
      Realized gains (losses) on sale of                                                                                      
        investments........................           28,564,805            1,095,835           4,789,067              673,901
                                             -------------------  -------------------  ------------------  -------------------
          Net realized gains (losses)......           54,311,839            1,095,835          43,175,247              673,901
                                             -------------------  -------------------  ------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (57,710,605)          (2,338,023)        (49,745,547)          (5,975,929)
                                             -------------------  -------------------  ------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................          (3,398,766)          (1,242,188)         (6,570,300)          (5,302,028)
                                             -------------------  -------------------  ------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $       (3,746,367)  $         (822,473)  $      (4,296,885)  $       (3,561,315)
                                             ===================  ===================  ==================  ===================



                                                MSF NEUBERGER             MSF           MSF T. ROWE PRICE    MSF T. ROWE PRICE
                                               BERMAN GENESIS     RUSSELL 2000 INDEX    LARGE CAP GROWTH     SMALL CAP GROWTH 
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  ------------------  -------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $           254,211  $        1,438,652  $             5,837  $             9,060
                                             -------------------  ------------------  -------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................            1,936,488           1,888,721            2,507,881              156,960
      Administrative charges...............              322,976             322,501              455,555               12,495
                                             -------------------  ------------------  -------------------  -------------------
        Total expenses.....................            2,259,464           2,211,222            2,963,436              169,455
                                             -------------------  ------------------  -------------------  -------------------
          Net investment income (loss).....          (2,005,253)           (772,570)          (2,957,599)            (160,395)
                                             -------------------  ------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --           8,586,598           31,371,121            1,011,937
      Realized gains (losses) on sale of                                                                                      
        investments........................            5,492,282           6,117,207            2,899,531              523,625
                                             -------------------  ------------------  -------------------  -------------------
          Net realized gains (losses)......            5,492,282          14,703,805           34,270,652            1,535,562
                                             -------------------  ------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................          (4,849,556)        (21,801,085)         (16,807,403)          (1,319,353)
                                             -------------------  ------------------  -------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................              642,726         (7,097,280)           17,463,249              216,209
                                             -------------------  ------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $       (1,362,527)  $      (7,869,850)  $        14,505,650  $            55,814
                                             ===================  ==================  ===================  ===================


                                                  MSF VAN ECK       MSF WESTERN ASSET                                         
                                                GLOBAL NATURAL    MANAGEMENT STRATEGIC                                        
                                                   RESOURCES       BOND OPPORTUNITIES                                         
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                            
                                             -------------------  --------------------                                        
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $           185,394   $             2,731                                        
                                             -------------------  --------------------                                        
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................            1,133,779                   875                                        
      Administrative charges...............              221,292                   190                                        
                                             -------------------  --------------------                                        
        Total expenses.....................            1,355,071                 1,065                                        
                                             -------------------  --------------------                                        
          Net investment income (loss).....          (1,169,677)                 1,666                                        
                                             -------------------  --------------------                                        
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --                    --                                        
      Realized gains (losses) on sale of                                                                                      
        investments........................          (1,908,883)                  (74)                                        
                                             -------------------  --------------------                                        
          Net realized gains (losses)......          (1,908,883)                  (74)                                        
                                             -------------------  --------------------                                        
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (29,752,057)               (7,019)                                        
                                             -------------------  --------------------                                        
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (31,660,940)               (7,093)                                        
                                             -------------------  --------------------                                        
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $      (32,830,617)   $           (5,427)                                        
                                             ===================  ====================                                        

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]

                                              MSF WESTERN ASSET        MSF WMC                                                
                                                 MANAGEMENT          CORE EQUITY           NEUBERGER        OPPENHEIMER VA    
                                               U.S. GOVERNMENT      OPPORTUNITIES       BERMAN GENESIS         CORE BOND      
                                                 SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT     
                                             ------------------  -------------------  ------------------  ------------------  
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        5,537,578  $         9,308,448  $                4  $              327  
                                             ------------------  -------------------  ------------------  ------------------  
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................           3,218,625            7,636,121                  79                 111  
      Administrative charges...............             679,865            1,384,440                  --                  --  
                                             ------------------  -------------------  ------------------  ------------------  
        Total expenses.....................           3,898,490            9,020,561                  79                 111  
                                             ------------------  -------------------  ------------------  ------------------  
          Net investment income (loss).....           1,639,088              287,887                (75)                 216  
                                             ------------------  -------------------  ------------------  ------------------  
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                  --          195,657,540                 675                  --  
      Realized gains (losses) on sale of                                                                                      
        investments........................            (87,820)           14,697,883                 688               (275)  
                                             ------------------  -------------------  ------------------  ------------------  
          Net realized gains (losses)......            (87,820)          210,355,423               1,363               (275)  
                                             ------------------  -------------------  ------------------  ------------------  
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (4,546,618)        (207,207,827)             (1,296)                  29  
                                             ------------------  -------------------  ------------------  ------------------  
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (4,634,438)            3,147,596                  67               (246)  
                                             ------------------  -------------------  ------------------  ------------------  
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $      (2,995,350)  $         3,435,483  $              (8)  $             (30)  
                                             ==================  ===================  ==================  ==================  


                                               OPPENHEIMER VA                                                   PIMCO VIT     
                                                 MAIN STREET       OPPENHEIMER VA      OPPENHEIMER VA      COMMODITYREALRETURN
                                                  SMALL CAP          MAIN STREET            MONEY               STRATEGY      
                                                 SUB-ACCOUNT         SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT    
                                             ------------------  ------------------  -------------------  --------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $          763,390  $              980  $                --   $            3,176 
                                             ------------------  ------------------  -------------------  --------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................           1,322,969               1,484                   50                1,575 
      Administrative charges...............             298,072                  --                   --                  367 
                                             ------------------  ------------------  -------------------  --------------------
        Total expenses.....................           1,621,041               1,484                   50                1,942 
                                             ------------------  ------------------  -------------------  --------------------
          Net investment income (loss).....           (857,651)               (504)                 (50)                1,234 
                                             ------------------  ------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........          17,673,043              16,001                   --                   -- 
      Realized gains (losses) on sale of                                                                                      
        investments........................           3,553,125               2,608                   --              (4,694) 
                                             ------------------  ------------------  -------------------  --------------------
          Net realized gains (losses)......          21,226,168              18,609                   --              (4,694) 
                                             ------------------  ------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................        (28,993,857)            (16,156)                   --             (56,415) 
                                             ------------------  ------------------  -------------------  --------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (7,767,689)               2,453                   --             (61,109) 
                                             ------------------  ------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $      (8,625,340)  $            1,949  $              (50)   $         (59,875) 
                                             ==================  ==================  ===================  ====================


                                                  PIMCO VIT                                                                   
                                              EMERGING MARKETS        PIMCO VIT                                               
                                                    BOND         UNCONSTRAINED BOND                                           
                                                 SUB-ACCOUNT         SUB-ACCOUNT                                              
                                             ------------------  ------------------                                           
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $           11,730  $            7,984                                           
                                             ------------------  ------------------                                           
EXPENSES:                                                                                                                     
      Mortality and expense risk and                                                                                          
        other charges......................               2,498               1,859                                           
      Administrative charges...............                 577                 437                                           
                                             ------------------  ------------------                                           
        Total expenses.....................               3,075               2,296                                           
                                             ------------------  ------------------                                           
          Net investment income (loss).....               8,655               5,688                                           
                                             ------------------  ------------------                                           
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........               2,048                  72                                           
      Realized gains (losses) on sale of                                                                                      
        investments........................               (685)               (327)                                           
                                             ------------------  ------------------                                           
          Net realized gains (losses)......               1,363               (255)                                           
                                             ------------------  ------------------                                           
      Change in unrealized gains (losses)                                                                                     
        on investments.....................            (28,200)            (13,479)                                           
                                             ------------------  ------------------                                           
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................            (26,837)            (13,734)                                           
                                             ------------------  ------------------                                           
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $         (18,182)  $          (8,046)                                           
                                             ==================  ==================                                           

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF OPERATIONS -- (CONCLUDED)   
FOR THE YEAR ENDED DECEMBER 31, 2015    

                                                        [Enlarge/Download Table]


                                                  PIONEER VCT           PIONEER VCT          T. ROWE PRICE       T. ROWE PRICE    
                                                 MID CAP VALUE      REAL ESTATE SHARES       GROWTH STOCK     INTERNATIONAL STOCK 
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT     
                                             --------------------  --------------------  -------------------  ------------------- 
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................. $            388,603  $              5,044  $                --  $             4,587 
                                             --------------------  --------------------  -------------------  ------------------- 
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges.......................              795,397                 3,343               66,257                5,113 
      Administrative charges................              175,634                   605                   --                   -- 
                                             --------------------  --------------------  -------------------  ------------------- 
        Total expenses......................              971,031                 3,948               66,257                5,113 
                                             --------------------  --------------------  -------------------  ------------------- 
           Net investment income (loss).....            (582,428)                 1,096             (66,257)                (526) 
                                             --------------------  --------------------  -------------------  ------------------- 
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions...........            8,063,354                27,731              477,107                1,079 
      Realized gains (losses) on sale of                                                                                          
        investments.........................              969,431                10,567              718,530               32,056 
                                             --------------------  --------------------  -------------------  ------------------- 
           Net realized gains (losses)......            9,032,785                38,298            1,195,637               33,135 
                                             --------------------  --------------------  -------------------  ------------------- 
      Change in unrealized gains (losses)                                                                                         
        on investments......................         (13,899,812)              (31,282)            (416,328)             (36,641) 
                                             --------------------  --------------------  -------------------  ------------------- 
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments......................          (4,867,027)                 7,016              779,309              (3,506) 
                                             --------------------  --------------------  -------------------  ------------------- 
      Net increase (decrease) in net assets                                                                                       
        resulting from operations........... $        (5,449,455)  $              8,112  $           713,052  $           (4,032) 
                                             ====================  ====================  ===================  =================== 


                                                                     TAP 1919 VARIABLE                             VAN ECK VIP    
                                                 T. ROWE PRICE      SOCIALLY RESPONSIVE      UIF GLOBAL            LONG/SHORT     
                                                 PRIME RESERVE           BALANCED          INFRASTRUCTURE         EQUITY INDEX    
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  -------------------  --------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................. $                 54  $             2,846   $             2,527  $                101
                                             --------------------  --------------------  -------------------  --------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk and                                                                                              
        other charges.......................                4,463                3,237                 1,892                 1,664
      Administrative charges................                   --                  596                   434                   392
                                             --------------------  --------------------  -------------------  --------------------
        Total expenses......................                4,463                3,833                 2,326                 2,056
                                             --------------------  --------------------  -------------------  --------------------
           Net investment income (loss).....              (4,409)                (987)                   201               (1,955)
                                             --------------------  --------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions...........                   --               19,133                16,735                   879
      Realized gains (losses) on sale of                                                                                          
        investments.........................                   --                7,873               (2,435)                 (577)
                                             --------------------  --------------------  -------------------  --------------------
           Net realized gains (losses)......                   --               27,006                14,300                   302
                                             --------------------  --------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                         
        on investments......................                   --             (33,756)              (52,813)               (6,810)
                                             --------------------  --------------------  -------------------  --------------------
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments......................                   --              (6,750)              (38,513)               (6,508)
                                             --------------------  --------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                       
        resulting from operations........... $            (4,409)  $           (7,737)   $          (38,312)  $            (8,463)
                                             ====================  ====================  ===================  ====================

(a) Commenced November 19, 2014 and began transactions in 2015.                 
(b) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS   
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                          ALGER SMALL CAP GROWTH               AMERICAN FUNDS BOND         
                                                SUB-ACCOUNT                        SUB-ACCOUNT             
                                    ----------------------------------  ---------------------------------- 
                                          2015              2014              2015              2014       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      (745,798)  $      (798,826)  $        497,074  $        905,828 
   Net realized gains (losses)....        14,305,544         5,794,976         3,091,093           306,415 
   Change in unrealized gains                                                                              
     (losses) on investments......      (15,807,878)       (5,736,249)       (5,130,676)         4,487,780 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........       (2,248,132)         (740,099)       (1,542,509)         5,700,023 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........           982,185         1,408,289         2,549,990         4,263,222 
   Net transfers (including                                                                                
     fixed account)...............       (2,181,134)       (2,077,029)         6,226,955         7,408,301 
   Contract charges...............           (6,826)           (7,514)       (1,620,152)       (1,458,856) 
   Transfers for contract benefits                                                                         
     and terminations.............       (5,533,752)       (5,159,978)      (10,348,245)      (10,825,095) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....       (6,739,527)       (5,836,232)       (3,191,452)         (612,428) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
        in net assets.............       (8,987,659)       (6,576,331)       (4,733,961)         5,087,595 
NET ASSETS:                                                                                                
   Beginning of year..............        57,195,868        63,772,199       151,245,946       146,158,351 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $     48,208,209  $     57,195,868  $    146,511,985  $    151,245,946 
                                    ================  ================  ================  ================ 


                                                                                   AMERICAN FUNDS          
                                       AMERICAN FUNDS GLOBAL GROWTH          GLOBAL SMALL CAPITALIZATION   
                                                SUB-ACCOUNT                          SUB-ACCOUNT           
                                    -----------------------------------  ----------------------------------
                                          2015               2014              2015              2014      
                                    ----------------  -----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (1,442,852)  $       (869,446)  $    (1,679,644)  $    (1,529,786)
   Net realized gains (losses)....        37,168,106         34,841,404        12,999,511         2,777,626
   Change in unrealized gains                                                                              
     (losses) on investments......      (18,663,205)       (31,374,425)      (11,981,529)         (217,375)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........        17,062,049          2,597,533         (661,662)         1,030,465
                                    ----------------  -----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         8,154,795         11,042,741         4,542,847         4,879,074
   Net transfers (including                                                                                
     fixed account)...............       (9,737,155)          7,854,131       (3,590,780)           719,962
   Contract charges...............       (3,279,955)        (2,816,132)       (1,148,993)       (1,028,221)
   Transfers for contract benefits                                                                         
     and terminations.............      (23,759,563)       (21,295,289)       (8,098,216)       (7,673,213)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....      (28,621,878)        (5,214,549)       (8,295,142)       (3,102,398)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets.............      (11,559,829)        (2,617,016)       (8,956,804)       (2,071,933)
NET ASSETS:                                                                                                
   Beginning of year..............       312,209,187        314,826,203       122,112,070       124,184,003
                                    ----------------  -----------------  ----------------  ----------------
   End of year....................  $    300,649,358  $     312,209,187  $    113,155,266  $    122,112,070
                                    ================  =================  ================  ================



                                           AMERICAN FUNDS GROWTH            AMERICAN FUNDS GROWTH-INCOME   
                                                SUB-ACCOUNT                          SUB-ACCOUNT           
                                    -----------------------------------  ----------------------------------
                                           2015              2014              2015              2014      
                                    -----------------  ----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $     (6,935,778)  $    (5,554,369)  $      (733,838)  $      (781,613)
   Net realized gains (losses)....        196,247,508        74,146,314        64,791,817        30,958,144
   Change in unrealized gains                                                                              
     (losses) on investments......      (146,627,691)      (13,021,445)      (63,748,822)         3,352,629
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........         42,684,039        55,570,500           309,157        33,529,160
                                    -----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........          3,783,989         4,101,900         9,348,694        14,177,344
   Net transfers (including                                                                                
     fixed account)...............       (47,304,037)      (29,722,388)       (8,758,646)      (13,563,643)
   Contract charges...............        (8,362,747)       (7,787,497)       (3,640,399)       (3,334,870)
   Transfers for contract benefits                                                                         
     and terminations.............       (57,907,122)      (57,521,587)      (29,713,943)      (28,222,265)
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....      (109,789,917)      (90,929,572)      (32,764,294)      (30,943,434)
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets.............       (67,105,878)      (35,359,072)      (32,455,137)         2,585,726
NET ASSETS:                                                                                                
   Beginning of year..............        821,201,132       856,560,204       390,905,716       388,319,990
                                    -----------------  ----------------  ----------------  ----------------
   End of year....................  $     754,095,254  $    821,201,132  $    358,450,579  $    390,905,716
                                    =================  ================  ================  ================



                                     BLACKROCK GLOBAL ALLOCATION V.I.                                      
                                                SUB-ACCOUNT                                                
                                    ----------------------------------                                     
                                          2015            2014 (a)                                         
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $          4,717  $            176                                     
   Net realized gains (losses)....            82,858               655                                     
   Change in unrealized gains                                                                              
     (losses) on investments......         (117,457)             (974)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........          (29,882)             (143)                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         1,505,766             8,700                                     
   Net transfers (including                                                                                
     fixed account)...............            91,370                --                                     
   Contract charges...............              (22)                --                                     
   Transfers for contract benefits                                                                         
     and terminations.............           (8,918)                --                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....         1,588,196             8,700                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
        in net assets.............         1,558,314             8,557                                     
NET ASSETS:                                                                                                
   Beginning of year..............             8,557                --                                     
                                    ----------------  ----------------                                     
   End of year....................  $      1,566,871  $          8,557                                     
                                    ================  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                      DEUTSCHE I CROCI INTERNATIONAL         FEDERATED HIGH INCOME BOND     
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015               2014               2015              2014      
                                    -----------------  ----------------  -----------------  ----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $         399,912  $         70,159  $           1,118  $          1,199
   Net realized gains (losses).....         (579,969)         (332,105)               (32)                 1
   Change in unrealized gains                                                                               
     (losses) on investments.......         (737,267)       (2,003,646)            (2,104)             (866)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............         (917,324)       (2,265,592)            (1,018)               334
                                    -----------------  ----------------  -----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........           455,999           659,698                 --                --
   Net transfers (including                                                                                 
     fixed account)................         (518,722)         (584,266)                 --                --
   Contract charges................           (1,324)           (1,681)                 --                --
   Transfers for contract benefits                                                                          
     and terminations..............       (1,373,333)       (1,549,650)              (328)             (124)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......       (1,437,380)       (1,475,899)              (328)             (124)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets..............       (2,354,704)       (3,741,491)            (1,346)               210
NET ASSETS:                                                                                                 
   Beginning of year...............        14,851,303        18,592,794             26,376            26,166
                                    -----------------  ----------------  -----------------  ----------------
   End of year..................... $      12,496,599  $     14,851,303  $          25,030  $         26,376
                                    =================  ================  =================  ================


                                             FEDERATED KAUFMAN               FIDELITY VIP ASSET MANAGER     
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015              2014               2015               2014      
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $          (694)  $           (636)  $        142,045  $         100,270
   Net realized gains (losses).....            7,411              5,260         6,355,845          5,093,370
   Change in unrealized gains                                                                               
     (losses) on investments.......          (4,370)            (1,010)       (7,290,851)        (1,349,291)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............            2,347              3,614         (792,961)          3,844,349
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........               --                 --         1,297,955          1,446,073
   Net transfers (including                                                                                 
     fixed account)................               --                 --       (1,397,500)          (804,686)
   Contract charges................               --                 --          (10,137)           (11,406)
   Transfers for contract benefits                                                                          
     and terminations..............          (1,642)            (1,268)       (7,942,998)        (7,771,050)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......          (1,642)            (1,268)       (8,052,680)        (7,141,069)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............              705              2,346       (8,845,641)        (3,296,720)
NET ASSETS:                                                                                                 
   Beginning of year...............           47,253             44,907        84,977,763         88,274,483
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $         47,958  $          47,253  $     76,132,122  $      84,977,763
                                    ================  =================  ================  =================


                                          FIDELITY VIP CONTRAFUND           FIDELITY VIP EQUITY-INCOME      
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------  
                                          2015              2014              2015              2014        
                                    ----------------  ----------------  ----------------  ----------------  
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $    (2,562,222)  $    (2,868,065)  $         92,266  $         78,282  
   Net realized gains (losses).....       77,014,113        38,832,008           492,597           132,768  
   Change in unrealized gains                                                                               
     (losses) on investments.......     (78,548,435)        25,038,910         (872,283)           191,058  
                                    ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (4,096,544)        61,002,853         (287,420)           402,108  
                                    ----------------  ----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........       16,903,242        21,736,852             6,296            49,080  
   Net transfers (including                                                                                 
     fixed account)................     (12,721,493)      (14,481,072)          (22,066)          (33,795)  
   Contract charges................      (4,357,580)       (3,870,205)                --                --  
   Transfers for contract benefits                                                                          
     and terminations..............     (45,753,127)      (44,412,621)         (414,001)         (695,665)  
                                    ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......     (45,928,958)      (41,027,046)         (429,771)         (680,380)  
                                    ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                
        in net assets..............     (50,025,502)        19,975,807         (717,191)         (278,272)  
NET ASSETS:                                                                                                 
   Beginning of year...............      631,948,733       611,972,926         5,676,328         5,954,600  
                                    ----------------  ----------------  ----------------  ----------------  
   End of year..................... $    581,923,231  $    631,948,733  $      4,959,137  $      5,676,328  
                                    ================  ================  ================  ================  


                                       FIDELITY VIP FUNDSMANAGER 50%                                        
                                                SUB-ACCOUNT                                                 
                                    -----------------------------------                                     
                                          2015               2014                                           
                                    -----------------  ----------------                                     
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $    (29,328,922)  $   (14,599,004)                                     
   Net realized gains (losses).....       124,978,786        27,093,983                                     
   Change in unrealized gains                                                                               
     (losses) on investments.......     (184,114,448)        69,079,003                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (88,464,584)        81,573,982                                     
                                    -----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........         5,122,409                --                                     
   Net transfers (including                                                                                 
     fixed account)................     1,098,161,273     1,509,904,970                                     
   Contract charges................                --                --                                     
   Transfers for contract benefits                                                                          
     and terminations..............     (146,575,016)      (86,814,147)                                     
                                    -----------------  ----------------                                     
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......       956,708,666     1,423,090,823                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
        in net assets..............       868,244,082     1,504,664,805                                     
NET ASSETS:                                                                                                 
   Beginning of year...............     3,538,458,593     2,033,793,788                                     
                                    -----------------  ----------------                                     
   End of year..................... $   4,406,702,675  $  3,538,458,593                                     
                                    =================  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                                                    FIDELITY VIP            
                                       FIDELITY VIP FUNDSMANAGER 60%           GOVERNMENT MONEY MARKET      
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                           2015              2014              2015              2014       
                                    -----------------  ----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $    (36,299,838)  $   (29,738,597)  $    (1,242,699)  $     (1,616,300)
   Net realized gains (losses).....       321,264,515       151,088,720                --                 --
   Change in unrealized gains                                                                               
     (losses) on investments.......     (341,468,121)        10,595,817                --                 --
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (56,503,444)       131,945,940       (1,242,699)        (1,616,300)
                                    -----------------  ----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........         5,739,011         2,544,619     1,101,475,974      1,490,641,290
   Net transfers (including                                                                                 
     fixed account)................                --                18   (1,099,121,860)    (1,511,055,592)
   Contract charges................                --                --           (2,168)            (2,577)
   Transfers for contract benefits                                                                          
     and terminations..............     (254,963,609)     (171,576,910)       (2,402,882)        (3,174,519)
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......     (249,224,598)     (169,032,273)          (50,936)       (23,591,398)
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............     (305,728,042)      (37,086,333)       (1,293,635)       (25,207,698)
NET ASSETS:                                                                                                 
   Beginning of year...............     3,994,437,491     4,031,523,824        50,947,648         76,155,346
                                    -----------------  ----------------  ----------------  -----------------
   End of year..................... $   3,688,709,449  $  3,994,437,491  $     49,654,013  $      50,947,648
                                    =================  ================  ================  =================



                                            FIDELITY VIP GROWTH                FIDELITY VIP INDEX 500       
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  ---------------------------------- 
                                          2015               2014              2015              2014       
                                    ----------------  -----------------  ----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $    (1,823,562)  $     (1,960,390)  $        383,693  $        166,965 
   Net realized gains (losses).....       12,828,947          6,685,051         3,436,622         2,968,155 
   Change in unrealized gains                                                                               
     (losses) on investments.......      (1,625,997)         11,054,078       (3,771,822)         4,754,472 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............        9,379,388         15,778,739            48,493         7,889,592 
                                    ----------------  -----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        3,026,405          3,540,118                --                -- 
   Net transfers (including                                                                                 
     fixed account)................      (3,594,229)        (2,748,482)       (1,524,316)       (1,329,473) 
   Contract charges................         (19,183)           (20,848)          (20,878)          (22,548) 
   Transfers for contract benefits                                                                          
     and terminations..............     (15,540,392)       (14,844,036)       (6,445,104)       (6,048,836) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......     (16,127,399)       (14,073,248)       (7,990,298)       (7,400,857) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets..............      (6,748,011)          1,705,491       (7,941,805)           488,735 
NET ASSETS:                                                                                                 
   Beginning of year...............      167,673,930        165,968,439        70,165,982        69,677,247 
                                    ----------------  -----------------  ----------------  ---------------- 
   End of year..................... $    160,925,919  $     167,673,930  $     62,224,177  $     70,165,982 
                                    ================  =================  ================  ================ 



                                           FIDELITY VIP MID CAP                 FIDELITY VIP OVERSEAS       
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015               2014               2015              2014      
                                    -----------------  ----------------  -----------------  ----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $     (4,880,547)  $    (5,926,090)  $           2,967  $          2,417
   Net realized gains (losses).....        58,069,876        15,800,518             62,514            60,145
   Change in unrealized gains                                                                               
     (losses) on investments.......      (64,627,750)        10,107,932             67,570         (589,122)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (11,438,421)        19,982,360            133,051         (526,560)
                                    -----------------  ----------------  -----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        13,586,880        17,813,812             85,003            91,282
   Net transfers (including                                                                                 
     fixed account)................      (15,198,467)       (7,392,472)           (66,066)          (55,632)
   Contract charges................       (5,058,447)       (4,591,308)               (56)              (50)
   Transfers for contract benefits                                                                          
     and terminations..............      (26,884,651)      (26,116,641)          (478,886)         (491,815)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (33,554,685)      (20,286,609)          (460,005)         (456,215)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets..............      (44,993,106)         (304,249)          (326,954)         (982,775)
NET ASSETS:                                                                                                 
   Beginning of year...............       446,277,693       446,581,942          4,942,746         5,925,521
                                    -----------------  ----------------  -----------------  ----------------
   End of year..................... $     401,284,587  $    446,277,693  $       4,615,792  $      4,942,746
                                    =================  ================  =================  ================



                                         FTVIPT FRANKLIN INCOME VIP                                         
                                                 SUB-ACCOUNT                                                
                                    ------------------------------------                                    
                                           2015              2014                                           
                                    -----------------  -----------------                                    
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $       9,124,908  $      11,034,456                                    
   Net realized gains (losses).....           215,818          2,072,298                                    
   Change in unrealized gains                                                                               
     (losses) on investments.......      (32,921,031)        (3,371,554)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (23,580,305)          9,735,200                                    
                                    -----------------  -----------------                                    
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........         6,188,051          9,617,562                                    
   Net transfers (including                                                                                 
     fixed account)................         1,880,863          3,414,903                                    
   Contract charges................       (2,771,258)        (2,715,246)                                    
   Transfers for contract benefits                                                                          
     and terminations..............      (23,325,163)       (22,963,961)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (18,027,507)       (12,646,742)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease)                                                                                
        in net assets..............      (41,607,812)        (2,911,542)                                    
NET ASSETS:                                                                                                 
   Beginning of year...............       294,909,928        297,821,470                                    
                                    -----------------  -----------------                                    
   End of year..................... $     253,302,116  $     294,909,928                                    
                                    =================  =================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                               FTVIPT FRANKLIN                      FTVIPT FRANKLIN          
                                              MUTUAL SHARES VIP                   SMALL CAP VALUE VIP        
                                                 SUB-ACCOUNT                          SUB-ACCOUNT            
                                    ------------------------------------  -----------------------------------
                                           2015              2014               2015               2014      
                                    -----------------  -----------------  ----------------  -----------------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       2,328,191  $         966,423  $      (850,014)  $       (907,377)
   Net realized gains (losses).....        13,465,264          4,318,435        18,995,244         11,252,700
   Change in unrealized gains                                                                                
     (losses) on investments.......      (24,403,194)          3,347,372      (28,752,630)       (11,208,452)
                                    -----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............       (8,609,739)          8,632,230      (10,607,400)          (863,129)
                                    -----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........         1,838,448          3,237,944         4,215,265          6,121,715
   Net transfers (including                                                                                  
     fixed account)................       (3,377,923)          (423,430)         (781,824)            741,344
   Contract charges................       (1,367,141)        (1,293,554)       (1,481,816)        (1,402,055)
   Transfers for contract benefits                                                                           
     and terminations..............      (13,381,381)       (13,122,538)       (6,848,145)        (6,144,302)
                                    -----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......      (16,287,997)       (11,601,578)       (4,896,520)          (683,298)
                                    -----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets..............      (24,897,736)        (2,969,348)      (15,503,920)        (1,546,427)
NET ASSETS:                                                                                                  
   Beginning of year...............       153,109,223        156,078,571       126,502,556        128,048,983
                                    -----------------  -----------------  ----------------  -----------------
   End of year..................... $     128,211,487  $     153,109,223  $    110,998,636  $     126,502,556
                                    =================  =================  ================  =================


                                                  FTVIPT                               FTVIPT                
                                           TEMPLETON FOREIGN VIP              TEMPLETON GLOBAL BOND VIP      
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ------------------------------------
                                          2015               2014               2015              2014       
                                    -----------------  ----------------  -----------------  -----------------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       1,051,957  $         48,299  $      15,830,436  $       9,696,508
   Net realized gains (losses).....         2,317,086         1,031,529        (1,172,195)           (97,489)
   Change in unrealized gains                                                                                
     (losses) on investments.......       (9,120,445)      (11,682,571)       (28,472,303)        (8,236,911)
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............       (5,751,402)      (10,602,743)       (13,814,062)          1,362,108
                                    -----------------  ----------------  -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........           576,811           661,634          6,081,866          8,661,712
   Net transfers (including                                                                                  
     fixed account)................         4,480,127         3,823,200        (1,987,591)          3,812,491
   Contract charges................         (869,949)         (893,355)        (2,898,185)        (2,805,331)
   Transfers for contract benefits                                                                           
     and terminations..............       (6,041,062)       (7,102,249)       (14,898,325)       (15,564,382)
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......       (1,854,073)       (3,510,770)       (13,702,235)        (5,895,510)
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets..............       (7,605,475)      (14,113,513)       (27,516,297)        (4,533,402)
NET ASSETS:                                                                                                  
   Beginning of year...............        73,607,780        87,721,293        250,150,012        254,683,414
                                    -----------------  ----------------  -----------------  -----------------
   End of year..................... $      66,002,305  $     73,607,780  $     222,633,715  $     250,150,012
                                    =================  ================  =================  =================



                                      INVESCO V.I. AMERICAN FRANCHISE         INVESCO V.I. CORE EQUITY       
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------  
                                          2015               2014              2015              2014        
                                    ----------------  -----------------  ----------------  ----------------  
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $          (211)  $           (724)  $          (728)  $        (1,321)  
   Net realized gains (losses).....              151             46,339            37,852            14,144  
   Change in unrealized gains                                                                                
     (losses) on investments.......              555           (52,381)          (50,167)             2,433  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............              495            (6,766)          (13,043)            15,256  
                                    ----------------  -----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........               --                 --                --                --  
   Net transfers (including                                                                                  
     fixed account)................               --          (131,317)             (187)          (16,139)  
   Contract charges................               --                 --                --                --  
   Transfers for contract benefits                                                                           
     and terminations..............            (666)           (10,523)          (47,382)          (16,835)  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......            (666)          (141,840)          (47,569)          (32,974)  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets..............            (171)          (148,606)          (60,612)          (17,718)  
NET ASSETS:                                                                                                  
   Beginning of year...............           15,107            163,713           231,978           249,696  
                                    ----------------  -----------------  ----------------  ----------------  
   End of year..................... $         14,936  $          15,107  $        171,366  $        231,978  
                                    ================  =================  ================  ================  



                                      INVESCO V.I. EQUITY AND INCOME                                         
                                                SUB-ACCOUNT                                                  
                                    -----------------------------------                                      
                                           2015              2014                                            
                                    -----------------  ----------------                                      
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       6,137,924  $      1,367,554                                      
   Net realized gains (losses).....        69,239,795        43,093,088                                      
   Change in unrealized gains                                                                                
     (losses) on investments.......     (101,201,542)         2,305,377                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............      (25,823,823)        46,766,019                                      
                                    -----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........        23,895,518        31,728,304                                      
   Net transfers (including                                                                                  
     fixed account)................       (2,573,368)        11,169,077                                      
   Contract charges................       (6,909,703)       (6,221,284)                                      
   Transfers for contract benefits                                                                           
     and terminations..............      (50,488,085)      (51,553,513)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......      (36,075,638)      (14,877,416)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
        in net assets..............      (61,899,461)        31,888,603                                      
NET ASSETS:                                                                                                  
   Beginning of year...............       681,211,301       649,322,698                                      
                                    -----------------  ----------------                                      
   End of year..................... $     619,311,840  $    681,211,301                                      
                                    =================  ================                                      

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                      INVESCO V.I. GROWTH AND INCOME      INVESCO V.I. INTERNATIONAL GROWTH  
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------- 
                                           2015              2014              2015              2014        
                                    -----------------  ----------------  ----------------  ----------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $             107  $    (1,560,512)  $      (203,655)  $          93,550 
   Net realized gains (losses).....             1,081       119,593,645         3,594,236          3,452,220 
   Change in unrealized gains                                                                                
     (losses) on investments.......           (1,491)     (115,750,581)      (13,655,170)        (6,631,350) 
                                    -----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............             (303)         2,282,552      (10,264,589)        (3,085,580) 
                                    -----------------  ----------------  ----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........                --         5,543,775         5,828,134          8,698,690 
   Net transfers (including                                                                                  
     fixed account)................               271     (365,872,848)         3,468,834          6,394,539 
   Contract charges................             (386)       (1,114,771)       (3,276,594)        (3,065,550) 
   Transfers for contract benefits                                                                           
     and terminations..............                --       (6,802,394)      (15,245,977)       (15,060,333) 
                                    -----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......             (115)     (368,246,238)       (9,225,603)        (3,032,654) 
                                    -----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                 
        in net assets..............             (418)     (365,963,686)      (19,490,192)        (6,118,234) 
NET ASSETS:                                                                                                  
   Beginning of year...............             6,927       365,970,613       275,880,972        281,999,206 
                                    -----------------  ----------------  ----------------  ----------------- 
   End of year..................... $           6,509  $          6,927  $    256,390,780  $     275,880,972 
                                    =================  ================  ================  ================= 


                                                                                 LMPVET CLEARBRIDGE          
                                       IVY FUNDS VIP ASSET STRATEGY          VARIABLE AGGRESSIVE GROWTH      
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------  
                                          2015             2014 (a)            2015              2014        
                                    ----------------  -----------------  ----------------  ----------------  
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $        (1,770)  $             (6)  $    (3,355,443)  $    (3,780,649)  
   Net realized gains (losses).....           31,853                 --        41,012,225        32,726,634  
   Change in unrealized gains                                                                                
     (losses) on investments.......         (59,235)              (526)      (47,157,658)        22,284,631  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............         (29,152)              (532)       (9,500,876)        51,230,616  
                                    ----------------  -----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........          232,557             45,555        18,529,707        21,151,291  
   Net transfers (including                                                                                  
     fixed account)................           74,337                 --         4,621,482      (10,983,120)  
   Contract charges................              (1)                 --       (3,138,770)       (2,546,686)  
   Transfers for contract benefits                                                                           
     and terminations..............          (5,064)                 --      (26,081,942)      (23,148,368)  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......          301,829             45,555       (6,069,523)      (15,526,883)  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets..............          272,677             45,023      (15,570,399)        35,703,733  
NET ASSETS:                                                                                                  
   Beginning of year...............           45,023                 --       316,448,933       280,745,200  
                                    ----------------  -----------------  ----------------  ----------------  
   End of year..................... $        317,700  $          45,023  $    300,878,534  $    316,448,933  
                                    ================  =================  ================  ================  


                                            LMPVET CLEARBRIDGE                   LMPVET CLEARBRIDGE          
                                           VARIABLE APPRECIATION             VARIABLE DIVIDEND STRATEGY      
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ------------------------------------
                                          2015               2014               2015              2014       
                                    -----------------  ----------------  -----------------  -----------------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       (889,265)  $      (882,810)  $         520,496  $       1,308,229
   Net realized gains (losses).....        21,134,497        23,665,197          3,696,314          4,299,834
   Change in unrealized gains                                                                                
     (losses) on investments.......      (19,592,266)        14,760,295       (15,985,006)         16,931,806
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............           652,966        37,542,682       (11,768,196)         22,539,869
                                    -----------------  ----------------  -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........        16,816,788        20,094,287          8,055,708         10,710,030
   Net transfers (including                                                                                  
     fixed account)................      (10,726,406)       (5,501,606)            984,487        (2,238,829)
   Contract charges................       (4,654,271)       (4,105,122)        (2,144,487)        (1,903,736)
   Transfers for contract benefits                                                                           
     and terminations..............      (28,285,511)      (26,797,021)       (14,278,679)       (14,703,505)
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......      (26,849,400)      (16,309,462)        (7,382,971)        (8,136,040)
                                    -----------------  ----------------  -----------------  -----------------
     Net increase (decrease)                                                                                 
        in net assets..............      (26,196,434)        21,233,220       (19,151,167)         14,403,829
NET ASSETS:                                                                                                  
   Beginning of year...............       426,519,441       405,286,221        205,573,482        191,169,653
                                    -----------------  ----------------  -----------------  -----------------
   End of year..................... $     400,323,007  $    426,519,441  $     186,422,315  $     205,573,482
                                    =================  ================  =================  =================


                                            LMPVET CLEARBRIDGE                                               
                                         VARIABLE LARGE CAP GROWTH                                           
                                                SUB-ACCOUNT                                                  
                                    -----------------------------------                                      
                                          2015              2014                                             
                                    ----------------  -----------------                                      
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       (57,633)  $        (62,068)                                      
   Net realized gains (losses).....          767,463            919,739                                      
   Change in unrealized gains                                                                                
     (losses) on investments.......        (376,334)          (332,781)                                      
                                    ----------------  -----------------                                      
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............          333,496            524,890                                      
                                    ----------------  -----------------                                      
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........           17,666              6,741                                      
   Net transfers (including                                                                                  
     fixed account)................        (373,004)          (142,316)                                      
   Contract charges................         (14,880)           (16,298)                                      
   Transfers for contract benefits                                                                           
     and terminations..............        (707,021)          (753,806)                                      
                                    ----------------  -----------------                                      
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......      (1,077,239)          (905,679)                                      
                                    ----------------  -----------------                                      
     Net increase (decrease)                                                                                 
        in net assets..............        (743,743)          (380,789)                                      
NET ASSETS:                                                                                                  
   Beginning of year...............        4,631,601          5,012,390                                      
                                    ----------------  -----------------                                      
   End of year..................... $      3,887,858  $       4,631,601                                      
                                    ================  =================                                      

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                            LMPVET CLEARBRIDGE                  LMPVET CLEARBRIDGE        
                                         VARIABLE LARGE CAP VALUE            VARIABLE SMALL CAP GROWTH    
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $       (28,812)  $         16,424  $    (1,536,289)  $    (1,543,659)
   Net realized gains (losses)....           558,819           826,518         4,745,658        14,861,960
   Change in unrealized gains                                                                             
     (losses) on investments......         (911,526)          (94,646)       (9,601,052)      (10,235,288)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............         (381,519)           748,296       (6,391,683)         3,083,013
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........           281,091           238,085         5,532,165         5,976,685
   Net transfers (including                                                                               
     fixed account)...............             7,723         1,446,278       (5,112,272)         1,425,057
   Contract charges...............          (84,738)          (72,588)       (1,292,699)       (1,145,114)
   Transfers for contract benefits                                                                        
     and terminations.............       (1,048,413)         (508,848)       (7,082,395)       (5,895,860)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......         (844,337)         1,102,927       (7,955,201)           360,768
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............       (1,225,856)         1,851,223      (14,346,884)         3,443,781
NET ASSETS:                                                                                               
   Beginning of year..............         8,744,177         6,892,954       115,942,801       112,499,020
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $      7,518,321  $      8,744,177  $    101,595,917  $    115,942,801
                                    ================  ================  ================  ================


                                               LMPVET PERMAL                   LMPVET QS LEGG MASON       
                                          ALTERNATIVE SELECT VIT           VARIABLE CONSERVATIVE GROWTH   
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015            2014 (a)            2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $          7,753  $            972  $        242,251  $        486,044
   Net realized gains (losses)....            80,328                --           942,532         1,019,129
   Change in unrealized gains                                                                             
     (losses) on investments......         (765,231)               314       (2,209,185)          (36,134)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............         (677,150)             1,286       (1,024,402)         1,469,039
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         8,874,963           546,752         1,035,737         2,274,676
   Net transfers (including                                                                               
     fixed account)...............         1,570,693            93,489         (446,803)       (1,127,378)
   Contract charges...............             (117)                --         (480,958)         (425,453)
   Transfers for contract benefits                                                                        
     and terminations.............         (215,662)             (493)       (3,179,272)       (3,956,813)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......        10,229,877           639,748       (3,071,296)       (3,234,968)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............         9,552,727           641,034       (4,095,698)       (1,765,929)
NET ASSETS:                                                                                               
   Beginning of year..............           641,034                --        42,335,472        44,101,401
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $     10,193,761  $        641,034  $     38,239,774  $     42,335,472
                                    ================  ================  ================  ================


                                                 LMPVET QS                     LMPVET QS LEGG MASON       
                                        LEGG MASON VARIABLE GROWTH           VARIABLE MODERATE GROWTH     
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $       (32,392)  $        373,623  $        (2,671)  $          2,410
   Net realized gains (losses)....        11,860,631         5,434,643           148,483           134,694
   Change in unrealized gains                                                                             
     (losses) on investments......      (14,921,753)       (2,807,313)         (187,401)          (62,721)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       (3,093,514)         3,000,953          (41,589)            74,383
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         1,743,349         2,747,741               250               120
   Net transfers (including                                                                               
     fixed account)...............         (333,878)       (1,896,512)             7,338          (34,510)
   Contract charges...............         (934,408)         (856,409)             (578)             (636)
   Transfers for contract benefits                                                                        
     and terminations.............       (6,500,454)       (5,309,837)         (611,851)         (420,518)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......       (6,025,391)       (5,315,017)         (604,841)         (455,544)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............       (9,118,905)       (2,314,064)         (646,430)         (381,161)
NET ASSETS:                                                                                               
   Beginning of year..............        92,760,220        95,074,284         1,923,838         2,304,999
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $     83,641,315  $     92,760,220  $      1,277,408  $      1,923,838
                                    ================  ================  ================  ================


                                           LMPVIT WESTERN ASSET                                           
                                      VARIABLE GLOBAL HIGH YIELD BOND                                     
                                                SUB-ACCOUNT                                               
                                    ----------------------------------                                    
                                          2015              2014                                          
                                    ----------------  ----------------                                    
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      4,385,322  $      6,032,375                                    
   Net realized gains (losses)....       (1,035,530)           113,974                                    
   Change in unrealized gains                                                                             
     (losses) on investments......      (10,052,056)       (8,718,909)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       (6,702,264)       (2,572,560)                                    
                                    ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         2,032,189         3,068,117                                    
   Net transfers (including                                                                               
     fixed account)...............         1,146,826         6,130,634                                    
   Contract charges...............         (935,203)         (923,174)                                    
   Transfers for contract benefits                                                                        
     and terminations.............       (9,541,753)       (9,801,780)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......       (7,297,941)       (1,526,203)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets..............      (14,000,205)       (4,098,763)                                    
NET ASSETS:                                                                                               
   Beginning of year..............       100,641,688       104,740,451                                    
                                    ----------------  ----------------                                    
   End of year....................  $     86,641,483  $    100,641,688                                    
                                    ================  ================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                          MFS VIT INVESTORS TRUST               MFS VIT NEW DISCOVERY       
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015               2014              2015               2014      
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $           (44)  $           (113)  $          (583)  $           (579)
   Net realized gains (losses)....             1,258              7,432             1,340              8,966
   Change in unrealized gains                                                                               
     (losses) on investments......           (1,317)            (6,574)           (2,076)           (12,305)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations...........             (103)                745           (1,319)            (3,918)
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........                --                 --                --                 --
   Net transfers (including                                                                                 
     fixed account)...............                --                 --                --                 --
   Contract charges...............                --                 --                --                 --
   Transfers for contract benefits                                                                          
     and terminations.............             (641)           (17,077)                --            (1,495)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions.....             (641)           (17,077)                --            (1,495)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets.............             (744)           (16,332)           (1,319)            (5,413)
NET ASSETS:                                                                                                 
   Beginning of year..............             9,619             25,951            40,607             46,020
                                    ----------------  -----------------  ----------------  -----------------
   End of year....................  $          8,875  $           9,619  $         39,288  $          40,607
                                    ================  =================  ================  =================


                                                                                      MIST AB               
                                             MFS VIT RESEARCH                GLOBAL DYNAMIC ALLOCATION      
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    -----------------------------------  ---------------------------------- 
                                          2015              2014               2015              2014       
                                    ----------------  -----------------  ----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $          (175)  $           (295)  $     62,557,398  $     17,462,736 
   Net realized gains (losses)....             2,246             19,157       145,593,523        91,273,198 
   Change in unrealized gains                                                                               
     (losses) on investments......           (2,225)           (16,582)     (234,232,346)        81,273,478 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations...........             (154)              2,280      (26,081,425)       190,009,412 
                                    ----------------  -----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........                --                 --        88,836,606        55,989,983 
   Net transfers (including                                                                                 
     fixed account)...............                --           (19,607)      (30,105,880)      (21,381,907) 
   Contract charges...............                --                 --      (50,699,748)      (48,104,869) 
   Transfers for contract benefits                                                                          
     and terminations.............             (206)           (19,937)     (150,068,994)     (116,695,473) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions.....             (206)           (39,544)     (142,038,016)     (130,192,266) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets.............             (360)           (37,264)     (168,119,441)        59,817,146 
NET ASSETS:                                                                                                 
   Beginning of year..............            26,571             63,835     3,373,491,338     3,313,674,192 
                                    ----------------  -----------------  ----------------  ---------------- 
   End of year....................  $         26,211  $          26,571  $  3,205,371,897  $  3,373,491,338 
                                    ================  =================  ================  ================ 


                                            MIST ALLIANZ GLOBAL                  MIST AMERICAN FUNDS        
                                    INVESTORS DYNAMIC MULTI-ASSET PLUS           BALANCED ALLOCATION        
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                           2015            2014 (b)             2015              2014      
                                    -----------------  ----------------  -----------------  ----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $         103,026  $          4,824  $     (4,482,300)  $    (9,274,974)
   Net realized gains (losses)....             80,869           171,321        215,019,789       378,474,453
   Change in unrealized gains                                                                               
     (losses) on investments......        (2,070,984)            67,003      (279,267,105)     (221,142,935)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations...........        (1,887,089)           243,148       (68,729,616)       148,056,544
                                    -----------------  ----------------  -----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........         21,268,070        10,740,886         46,401,519        25,164,897
   Net transfers (including                                                                                 
     fixed account)...............         24,102,547         8,194,795       (16,326,577)        81,773,177
   Contract charges...............          (433,447)          (41,475)       (41,218,470)      (39,628,718)
   Transfers for contract benefits                                                                          
     and terminations.............        (1,169,475)         (150,898)      (220,038,847)     (227,918,364)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions.....         43,767,695        18,743,308      (231,182,375)     (160,609,008)
                                    -----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                                
        in net assets.............         41,880,606        18,986,456      (299,911,991)      (12,552,464)
NET ASSETS:                                                                                                 
   Beginning of year..............         18,986,456                --      3,417,834,574     3,430,387,038
                                    -----------------  ----------------  -----------------  ----------------
   End of year....................  $      60,867,062  $     18,986,456  $   3,117,922,583  $  3,417,834,574
                                    =================  ================  =================  ================


                                            MIST AMERICAN FUNDS                                             
                                             GROWTH ALLOCATION                                              
                                                SUB-ACCOUNT                                                 
                                    -----------------------------------                                     
                                          2015               2014                                           
                                    -----------------  ----------------                                     
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $     (4,545,361)  $    (9,929,733)                                     
   Net realized gains (losses)....        138,651,523       311,427,666                                     
   Change in unrealized gains                                                                               
     (losses) on investments......      (173,607,348)     (216,740,668)                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations...........       (39,501,186)        84,757,265                                     
                                    -----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........         15,507,428        16,363,073                                     
   Net transfers (including                                                                                 
     fixed account)...............         39,796,000        52,035,269                                     
   Contract charges...............       (21,662,684)      (19,090,909)                                     
   Transfers for contract benefits                                                                          
     and terminations.............      (105,961,009)     (110,126,406)                                     
                                    -----------------  ----------------                                     
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions.....       (72,320,265)      (60,818,973)                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
        in net assets.............      (111,821,451)        23,938,292                                     
NET ASSETS:                                                                                                 
   Beginning of year..............      1,852,260,667     1,828,322,375                                     
                                    -----------------  ----------------                                     
   End of year....................  $   1,740,439,216  $  1,852,260,667                                     
                                    =================  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                                               MIST AMERICAN FUNDS         
                                        MIST AMERICAN FUNDS GROWTH             MODERATE ALLOCATION         
                                                SUB-ACCOUNT                        SUB-ACCOUNT             
                                    ----------------------------------  ---------------------------------- 
                                          2015              2014              2015              2014       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (4,210,525)  $    (6,163,898)  $      (742,833)  $    (1,287,876) 
   Net realized gains (losses)....        77,901,351        58,138,021        91,723,600       176,763,916 
   Change in unrealized gains                                                                              
     (losses) on investments......      (42,270,399)      (11,947,440)     (125,905,095)      (97,636,993) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........        31,420,427        40,026,683      (34,924,328)        77,839,047 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........        19,736,314        23,913,774        24,909,931        12,830,009 
   Net transfers (including                                                                                
     fixed account)...............      (12,600,811)           213,217      (20,846,417)         1,602,305 
   Contract charges...............       (7,636,584)       (6,974,136)      (21,032,171)      (21,095,644) 
   Transfers for contract benefits                                                                         
     and terminations.............      (38,877,732)      (40,894,690)     (124,685,275)     (123,385,571) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....      (39,378,813)      (23,741,835)     (141,653,932)     (130,048,901) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
        in net assets.............       (7,958,386)        16,284,848     (176,578,260)      (52,209,854) 
NET ASSETS:                                                                                                
   Beginning of year..............       648,671,484       632,386,636     1,744,157,123     1,796,366,977 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    640,713,098  $    648,671,484  $  1,567,578,863  $  1,744,157,123 
                                    ================  ================  ================  ================ 


                                                                                   MIST BLACKROCK          
                                       MIST AQR GLOBAL RISK BALANCED         GLOBAL TACTICAL STRATEGIES    
                                                SUB-ACCOUNT                          SUB-ACCOUNT           
                                    -----------------------------------  ----------------------------------
                                          2015               2014              2015              2014      
                                    ----------------  -----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    115,377,395  $    (45,442,328)  $      7,123,089  $   (16,420,373)
   Net realized gains (losses)....       251,089,847         23,650,336       243,465,110       326,148,796
   Change in unrealized gains                                                                              
     (losses) on investments......     (667,747,163)        108,694,006     (328,370,852)      (72,592,431)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........     (301,279,921)         86,902,014      (77,782,653)       237,135,992
                                    ----------------  -----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........        28,201,013         29,606,314       134,048,740        84,068,820
   Net transfers (including                                                                                
     fixed account)...............     (121,209,615)      (204,080,674)      (31,355,267)      (84,585,142)
   Contract charges...............      (43,556,032)       (46,773,091)      (81,264,355)      (78,223,830)
   Transfers for contract benefits                                                                         
     and terminations.............     (131,915,961)      (112,828,345)     (239,100,989)     (192,637,569)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....     (268,480,595)      (334,075,796)     (217,671,871)     (271,377,721)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets.............     (569,760,516)      (247,173,782)     (295,454,524)      (34,241,729)
NET ASSETS:                                                                                                
   Beginning of year..............     3,001,302,195      3,248,475,977     5,423,637,032     5,457,878,761
                                    ----------------  -----------------  ----------------  ----------------
   End of year....................  $  2,431,541,679  $   3,001,302,195  $  5,128,182,508  $  5,423,637,032
                                    ================  =================  ================  ================



                                         MIST BLACKROCK HIGH YIELD         MIST CLARION GLOBAL REAL ESTATE 
                                                SUB-ACCOUNT                          SUB-ACCOUNT           
                                    -----------------------------------  ----------------------------------
                                           2015              2014              2015              2014      
                                    -----------------  ----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      15,488,328  $     12,025,813  $      7,184,764  $    (1,485,527)
   Net realized gains (losses)....          (855,525)        12,716,800         2,505,984         1,432,009
   Change in unrealized gains                                                                              
     (losses) on investments......       (27,072,455)      (19,968,507)      (18,548,113)        29,887,079
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........       (12,439,652)         4,774,106       (8,857,365)        29,833,561
                                    -----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........          5,471,471         6,303,734         6,581,398         4,948,277
   Net transfers (including                                                                                
     fixed account)...............          (735,390)      (14,899,754)      (10,655,221)       137,827,843
   Contract charges...............        (2,632,432)       (2,737,425)       (3,206,471)       (2,672,557)
   Transfers for contract benefits                                                                         
     and terminations.............       (16,959,483)      (20,374,580)      (25,491,389)      (22,432,403)
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....       (14,855,834)      (31,708,025)      (32,771,683)       117,671,160
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
        in net assets.............       (27,295,486)      (26,933,919)      (41,629,048)       147,504,721
NET ASSETS:                                                                                                
   Beginning of year..............        238,215,887       265,149,806       330,178,643       182,673,922
                                    -----------------  ----------------  ----------------  ----------------
   End of year....................  $     210,920,401  $    238,215,887  $    288,549,595  $    330,178,643
                                    =================  ================  ================  ================


                                             MIST CLEARBRIDGE                                              
                                             AGGRESSIVE GROWTH                                             
                                                SUB-ACCOUNT                                                
                                    ----------------------------------                                     
                                          2015              2014                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (7,967,160)  $    (8,056,394)                                     
   Net realized gains (losses)....        32,724,227        36,635,069                                     
   Change in unrealized gains                                                                              
     (losses) on investments......      (55,137,738)        56,948,433                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
        in net assets resulting                                                                            
        from operations...........      (30,380,671)        85,527,108                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         7,906,450         5,690,997                                     
   Net transfers (including                                                                                
     fixed account)...............            76,581        90,599,582                                     
   Contract charges...............       (5,848,656)       (4,874,183)                                     
   Transfers for contract benefits                                                                         
     and terminations.............      (44,740,100)      (42,081,564)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
        net assets resulting from                                                                          
        contract transactions.....      (42,605,725)        49,334,832                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
        in net assets.............      (72,986,396)       134,861,940                                     
NET ASSETS:                                                                                                
   Beginning of year..............       586,572,505       451,710,565                                     
                                    ----------------  ----------------                                     
   End of year....................  $    513,586,109  $    586,572,505                                     
                                    ================  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                  MIST                                MIST               
                                       GOLDMAN SACHS MID CAP VALUE        HARRIS OAKMARK INTERNATIONAL   
                                               SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ---------------------------------  ----------------------------------
                                          2015             2014              2015              2014      
                                    ----------------  ---------------  ----------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $    (1,537,088)  $   (1,829,907)  $      9,400,785  $      5,671,683
   Net realized gains (losses)....        41,886,183       34,906,259        65,880,374        74,815,977
   Change in unrealized gains                                                                            
     (losses) on investments......      (57,110,020)     (14,180,162)     (112,473,465)     (131,491,626)
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............      (16,760,925)       18,896,190      (37,192,306)      (51,003,966)
                                    ----------------  ---------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         1,725,815        1,617,745        10,330,585        13,222,191
   Net transfers (including                                                                              
     fixed account)...............       (6,624,559)        6,895,267        16,006,472        67,256,961
   Contract charges...............       (1,388,967)      (1,396,608)       (6,520,686)       (6,242,202)
   Transfers for contract benefits                                                                       
     and terminations.............      (16,267,720)     (17,538,311)      (50,590,499)      (53,706,976)
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......      (22,555,431)     (10,421,907)      (30,774,128)        20,529,974
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............      (39,316,356)        8,474,283      (67,966,434)      (30,473,992)
NET ASSETS:                                                                                              
   Beginning of year..............       178,512,669      170,038,386       663,509,252       693,983,244
                                    ----------------  ---------------  ----------------  ----------------
   End of year....................  $    139,196,313  $   178,512,669  $    595,542,818  $    663,509,252
                                    ================  ===============  ================  ================


                                                  MIST                                                   
                                    INVESCO BALANCED-RISK ALLOCATION          MIST INVESCO COMSTOCK      
                                               SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ---------------------------------
                                          2015              2014             2015              2014      
                                    ----------------  ----------------  ---------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $     11,979,804  $   (11,534,041)  $    11,114,213  $    (5,948,017)
   Net realized gains (losses)....        56,997,141        40,501,882       41,574,493        19,778,596
   Change in unrealized gains                                                                            
     (losses) on investments......     (115,525,978)         4,357,344    (109,029,930)        42,690,949
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............      (46,549,033)        33,325,185     (56,341,224)        56,521,528
                                    ----------------  ----------------  ---------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........        56,430,784        46,938,907       17,077,620        18,779,139
   Net transfers (including                                                                              
     fixed account)...............      (17,727,649)      (45,599,752)      (9,876,271)       351,468,472
   Contract charges...............      (12,556,466)      (11,948,746)      (8,381,443)       (6,851,970)
   Transfers for contract benefits                                                                       
     and terminations.............      (34,902,367)      (33,501,846)     (56,194,121)      (50,479,016)
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......       (8,755,698)      (44,111,437)     (57,374,215)       312,916,625
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............      (55,304,731)      (10,786,252)    (113,715,439)       369,438,153
NET ASSETS:                                                                                              
   Beginning of year..............       832,374,445       843,160,697      813,000,076       443,561,923
                                    ----------------  ----------------  ---------------  ----------------
   End of year....................  $    777,069,714  $    832,374,445  $   699,284,637  $    813,000,076
                                    ================  ================  ===============  ================



                                       MIST INVESCO MID CAP VALUE         MIST INVESCO SMALL CAP GROWTH  
                                               SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ---------------------------------
                                          2015              2014              2015              2014     
                                    ----------------  ----------------  ----------------  ---------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $    (2,735,590)  $    (2,692,440)  $    (4,819,029)  $   (4,813,204)
   Net realized gains (losses)....        15,336,973        32,283,294        83,195,090       47,750,149
   Change in unrealized gains                                                                            
     (losses) on investments......      (40,654,275)       (9,866,841)      (87,413,658)     (24,251,382)
                                    ----------------  ----------------  ----------------  ---------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............      (28,052,892)        19,724,013       (9,037,597)       18,685,563
                                    ----------------  ----------------  ----------------  ---------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         8,288,062         5,541,819         6,534,317        6,584,864
   Net transfers (including                                                                              
     fixed account)...............        24,500,627        91,176,014        14,266,774      (5,472,948)
   Contract charges...............       (3,034,527)       (2,498,611)       (2,932,490)      (2,652,796)
   Transfers for contract benefits                                                                       
     and terminations.............      (15,827,029)      (13,576,001)      (25,585,352)     (27,691,755)
                                    ----------------  ----------------  ----------------  ---------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......        13,927,133        80,643,221       (7,716,751)     (29,232,635)
                                    ----------------  ----------------  ----------------  ---------------
     Net increase (decrease)                                                                             
       in net assets..............      (14,125,759)       100,367,234      (16,754,348)     (10,547,072)
NET ASSETS:                                                                                              
   Beginning of year..............       258,407,609       158,040,375       308,642,273      319,189,345
                                    ----------------  ----------------  ----------------  ---------------
   End of year....................  $    244,281,850  $    258,407,609  $    291,887,925  $   308,642,273
                                    ================  ================  ================  ===============



                                          MIST JPMORGAN CORE BOND                                        
                                                SUB-ACCOUNT                                              
                                    ----------------------------------                                   
                                          2015              2014                                         
                                    ----------------  ----------------                                   
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $      2,801,534  $      (418,668)                                   
   Net realized gains (losses)....         (395,625)         1,294,863                                   
   Change in unrealized gains                                                                            
     (losses) on investments......       (6,145,255)        10,102,500                                   
                                    ----------------  ----------------                                   
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............       (3,739,346)        10,978,695                                   
                                    ----------------  ----------------                                   
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         3,649,306         2,044,373                                   
   Net transfers (including                                                                              
     fixed account)...............        13,754,017        58,496,687                                   
   Contract charges...............       (4,484,730)       (3,817,976)                                   
   Transfers for contract benefits                                                                       
     and terminations.............      (23,734,420)      (24,333,751)                                   
                                    ----------------  ----------------                                   
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......      (10,815,827)        32,389,333                                   
                                    ----------------  ----------------                                   
     Net increase (decrease)                                                                             
       in net assets..............      (14,555,173)        43,368,028                                   
NET ASSETS:                                                                                              
   Beginning of year..............       355,237,960       311,869,932                                   
                                    ----------------  ----------------                                   
   End of year....................  $    340,682,787  $    355,237,960                                   
                                    ================  ================                                   

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                                   MIST                                                                     
                                     JPMORGAN GLOBAL ACTIVE ALLOCATION      MIST JPMORGAN SMALL CAP VALUE                   
                                                SUB-ACCOUNT                          SUB-ACCOUNT                            
                                    -----------------------------------  ----------------------------------                 
                                          2015              2014               2015              2014                       
                                    ----------------  ----------------   ----------------  ----------------                 
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...  $     12,497,303  $    (2,333,867)   $       (98,903)  $      (184,083)                 
   Net realized gains (losses)....        45,696,444        27,540,298          2,956,831         4,065,482                 
   Change in unrealized gains                                                                                               
     (losses) on investments......      (65,128,206)        19,805,708        (5,123,070)       (3,083,282)                 
                                    ----------------  ----------------   ----------------  ----------------                 
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............       (6,934,459)        45,012,139        (2,265,142)           798,117                 
                                    ----------------  ----------------   ----------------  ----------------                 
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........        77,822,224        61,831,643            621,500           375,799                 
   Net transfers (including                                                                                                 
     fixed account)...............        76,566,196        91,593,515        (1,438,278)         1,061,177                 
   Contract charges...............      (13,964,421)      (12,087,064)          (305,249)         (294,244)                 
   Transfers for contract benefits                                                                                          
     and terminations.............      (38,679,798)      (27,224,492)        (1,411,453)       (1,874,915)                 
                                    ----------------  ----------------   ----------------  ----------------                 
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......       101,744,201       114,113,602        (2,533,480)         (732,183)                 
                                    ----------------  ----------------   ----------------  ----------------                 
     Net increase (decrease)                                                                                                
       in net assets..............        94,809,742       159,125,741        (4,798,622)            65,934                 
NET ASSETS:                                                                                                                 
   Beginning of year..............       905,975,458       746,849,717         27,932,500        27,866,566                 
                                    ----------------  ----------------   ----------------  ----------------                 
   End of year....................  $  1,000,785,200  $    905,975,458   $     23,133,878  $     27,932,500                 
                                    ================  ================   ================  ================                 


                                                                                                                  MIST      
                                                                                                               MET/ARTISAN  
                                    MIST LOOMIS SAYLES GLOBAL MARKETS    MIST LORD ABBETT BOND DEBENTURE      INTERNATIONAL 
                                               SUB-ACCOUNT                         SUB-ACCOUNT                 SUB-ACCOUNT  
                                    ----------------------------------  ----------------------------------  ----------------
                                          2015              2014              2015              2014            2015 (c)    
                                    ----------------  ----------------  ----------------  ----------------  ----------------
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...  $         56,919  $        903,964  $      9,008,352  $     10,384,873  $          (369)
   Net realized gains (losses)....         5,682,307         5,851,208         8,890,572        10,876,570             (764)
   Change in unrealized gains                                                                                               
     (losses) on investments......       (5,830,670)       (3,452,819)      (25,591,546)      (13,286,737)           (3,854)
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............          (91,444)         3,302,353       (7,692,622)         7,974,706           (4,987)
                                    ----------------  ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........         1,604,265         1,804,342         2,728,831         2,605,721           113,826
   Net transfers (including                                                                                                 
     fixed account)...............       (3,286,915)         6,834,599       (5,929,415)       (8,200,868)            20,716
   Contract charges...............       (1,847,018)       (1,718,440)       (1,456,546)       (1,568,374)                --
   Transfers for contract benefits                                                                                          
     and terminations.............      (12,330,707)      (13,467,605)      (22,544,749)      (25,529,114)           (8,396)
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......      (15,860,375)       (6,547,104)      (27,201,879)      (32,692,635)           126,146
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                
       in net assets..............      (15,951,819)       (3,244,751)      (34,894,501)      (24,717,929)           121,159
NET ASSETS:                                                                                                                 
   Beginning of year..............       177,351,030       180,595,781       234,576,558       259,294,487                --
                                    ----------------  ----------------  ----------------  ----------------  ----------------
   End of year....................  $    161,399,211  $    177,351,030  $    199,682,057  $    234,576,558  $        121,159
                                    ================  ================  ================  ================  ================



                                                                                  MIST MET/FRANKLIN                         
                                    MIST MET/EATON VANCE FLOATING RATE        LOW DURATION TOTAL RETURN                     
                                                SUB-ACCOUNT                          SUB-ACCOUNT                            
                                    -----------------------------------  ----------------------------------                 
                                           2015              2014              2015              2014                       
                                     ----------------  ----------------  ----------------  ----------------                 
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...   $      1,437,029  $      1,659,223  $      2,577,678  $      1,030,348                 
   Net realized gains (losses)....          (376,676)           211,258         (701,699)         (132,806)                 
   Change in unrealized gains                                                                                               
     (losses) on investments......        (2,605,647)       (2,518,686)       (5,428,085)       (1,819,015)                 
                                     ----------------  ----------------  ----------------  ----------------                 
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............        (1,545,294)         (648,205)       (3,552,106)         (921,473)                 
                                     ----------------  ----------------  ----------------  ----------------                 
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........          1,581,532         1,192,071         5,599,233         2,090,130                 
   Net transfers (including                                                                                                 
     fixed account)...............        (1,657,616)       (1,922,295)             4,590        46,451,435                 
   Contract charges...............          (665,463)         (776,640)       (2,052,441)       (2,104,842)                 
   Transfers for contract benefits                                                                                          
     and terminations.............        (7,593,451)       (7,051,558)      (15,141,099)      (12,697,479)                 
                                     ----------------  ----------------  ----------------  ----------------                 
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......        (8,334,998)       (8,558,422)      (11,589,717)        33,739,244                 
                                     ----------------  ----------------  ----------------  ----------------                 
     Net increase (decrease)                                                                                                
       in net assets..............        (9,880,292)       (9,206,627)      (15,141,823)        32,817,771                 
NET ASSETS:                                                                                                                 
   Beginning of year..............         73,909,210        83,115,837       173,124,917       140,307,146                 
                                     ----------------  ----------------  ----------------  ----------------                 
   End of year....................   $     64,028,918  $     73,909,210  $    157,983,094  $    173,124,917                 
                                     ================  ================  ================  ================                 

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                   MIST                                                    
                                     MET/TEMPLETON INTERNATIONAL BOND    MIST METLIFE ASSET ALLOCATION 100 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    -----------------------------------  ----------------------------------
                                           2015              2014              2015              2014      
                                    ----------------  -----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      3,038,946  $       1,574,302  $    (2,016,259)  $    (5,850,777)
   Net realized gains (losses)....         (460,924)          (178,047)        61,106,802        16,294,442
   Change in unrealized gains                                                                              
     (losses) on investments......       (5,136,661)        (1,505,639)      (79,692,789)        11,631,228
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............       (2,558,639)          (109,384)      (20,602,246)        22,074,893
                                    ----------------  -----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         1,008,123            226,823         5,354,211         6,121,321
   Net transfers (including                                                                                
     fixed account)...............            43,895        (1,575,024)       (6,689,447)         4,111,278
   Contract charges...............         (616,606)          (654,339)       (5,117,777)       (4,988,560)
   Transfers for contract benefits                                                                         
     and terminations.............       (2,711,377)        (2,990,340)      (38,701,487)      (45,715,642)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (2,275,965)        (4,992,880)      (45,154,500)      (40,471,603)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets..............       (4,834,604)        (5,102,264)      (65,756,746)      (18,396,710)
NET ASSETS:                                                                                                
   Beginning of year..............        47,183,875         52,286,139       641,574,794       659,971,504
                                    ----------------  -----------------  ----------------  ----------------
   End of year....................  $     42,349,271  $      47,183,875  $    575,818,048  $    641,574,794
                                    ================  =================  ================  ================


                                                                                       MIST                
                                        MIST METLIFE BALANCED PLUS       METLIFE MULTI-INDEX TARGETED RISK 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  -----------------------------------
                                          2015              2014              2015              2014       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $     49,287,588  $     23,588,127  $    (1,034,215)  $    (4,724,040) 
   Net realized gains (losses)....       446,515,766       552,071,894        14,297,878         1,441,000 
   Change in unrealized gains                                                                              
     (losses) on investments......     (884,673,039)      (36,064,867)      (32,052,767)        28,321,809 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............     (388,869,685)       539,595,154      (18,789,104)        25,038,769 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........       208,140,346       180,291,226       110,393,305        39,107,524 
   Net transfers (including                                                                                
     fixed account)...............       (4,605,195)       440,513,036       151,542,191       164,988,787 
   Contract charges...............     (103,967,586)      (95,398,763)       (7,735,258)       (4,851,352) 
   Transfers for contract benefits                                                                         
     and terminations.............     (315,728,010)     (251,273,497)      (23,093,748)      (12,726,825) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......     (216,160,445)       274,132,002       231,106,490       186,518,134 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............     (605,030,130)       813,727,156       212,317,386       211,556,903 
NET ASSETS:                                                                                                
   Beginning of year..............     7,268,454,132     6,454,726,976       421,513,955       209,957,052 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $  6,663,424,002  $  7,268,454,132  $    633,831,341  $    421,513,955 
                                    ================  ================  ================  ================ 



                                       MIST METLIFE SMALL CAP VALUE     MIST MFS EMERGING MARKETS EQUITY   
                                                SUB-ACCOUNT                        SUB-ACCOUNT             
                                    ----------------------------------  ---------------------------------- 
                                           2015             2014              2015              2014       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (4,039,297)  $    (4,819,875)  $      1,070,164  $    (3,159,826) 
   Net realized gains (losses)....       102,531,369        28,733,355       (1,548,189)         2,820,880 
   Change in unrealized gains                                                                              
     (losses) on investments......     (116,797,548)      (23,969,258)      (63,266,929)      (35,285,750) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............      (18,305,476)          (55,778)      (63,744,954)      (35,624,696) 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         1,334,115         2,163,105         5,760,880         7,559,248 
   Net transfers (including                                                                                
     fixed account)...............      (10,754,879)       (7,179,469)        27,512,370        29,309,475 
   Contract charges...............       (2,014,570)       (2,208,499)       (4,761,010)       (4,822,730) 
   Transfers for contract benefits                                                                         
     and terminations.............      (24,985,104)      (32,407,421)      (25,219,474)      (26,878,803) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (36,420,438)      (39,632,284)         3,292,766         5,167,190 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............      (54,725,914)      (39,688,062)      (60,452,188)      (30,457,506) 
NET ASSETS:                                                                                                
   Beginning of year..............       291,013,900       330,701,962       425,619,386       456,076,892 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    236,287,986  $    291,013,900  $    365,167,198  $    425,619,386 
                                    ================  ================  ================  ================ 



                                      MIST MFS RESEARCH INTERNATIONAL                                      
                                                SUB-ACCOUNT                                                
                                    ----------------------------------                                     
                                          2015              2014                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      3,284,984  $      2,090,191                                     
   Net realized gains (losses)....           894,053         1,753,034                                     
   Change in unrealized gains                                                                              
     (losses) on investments......      (12,677,983)      (30,446,779)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............       (8,498,946)      (26,603,554)                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         4,293,533         4,632,660                                     
   Net transfers (including                                                                                
     fixed account)...............        12,947,453         6,352,582                                     
   Contract charges...............       (2,475,924)       (2,468,848)                                     
   Transfers for contract benefits                                                                         
     and terminations.............      (22,193,367)      (25,488,292)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (7,428,305)      (16,971,898)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets..............      (15,927,251)      (43,575,452)                                     
NET ASSETS:                                                                                                
   Beginning of year..............       287,913,009       331,488,461                                     
                                    ----------------  ----------------                                     
   End of year....................  $    271,985,758  $    287,913,009                                     
                                    ================  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                   MIST                                                   
                                       MORGAN STANLEY MID CAP GROWTH      MIST OPPENHEIMER GLOBAL EQUITY  
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $    (3,327,105)  $    (3,409,470)  $      (305,773)  $      (389,294)
   Net realized gains (losses)....         4,570,410         5,684,794         3,512,456         3,495,793
   Change in unrealized gains                                                                             
     (losses) on investments......      (15,910,469)       (2,736,107)       (1,038,937)       (2,567,600)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............      (14,667,164)         (460,783)         2,167,746           538,899
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         8,883,221        11,815,143         1,219,267           399,861
   Net transfers (including                                                                               
     fixed account)...............         1,774,364           261,603       (2,158,048)           480,602
   Contract charges...............       (2,819,561)       (2,627,209)         (574,746)         (525,821)
   Transfers for contract benefits                                                                        
     and terminations.............      (13,239,136)      (13,039,300)       (7,738,730)       (6,941,115)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......       (5,401,112)       (3,589,763)       (9,252,257)       (6,586,473)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............      (20,068,276)       (4,050,546)       (7,084,511)       (6,047,574)
NET ASSETS:                                                                                               
   Beginning of year..............       240,528,688       244,579,234        72,350,999        78,398,573
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    220,460,412  $    240,528,688  $     65,266,488  $     72,350,999
                                    ================  ================  ================  ================


                                                  MIST                             MIST PIMCO             
                                    PANAGORA GLOBAL DIVERSIFIED RISK        INFLATION PROTECTED BOND      
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2015            2014 (b)            2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      (132,986)  $       (23,522)  $     23,465,868  $      (314,897)
   Net realized gains (losses)....            59,506           207,621      (12,024,645)      (10,840,115)
   Change in unrealized gains                                                                             
     (losses) on investments......       (1,391,238)         (153,203)      (43,226,004)        22,930,848
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       (1,464,718)            30,896      (31,784,781)        11,775,836
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         7,308,625         2,980,950         4,037,726         5,645,359
   Net transfers (including                                                                               
     fixed account)...............         5,964,473         7,342,567       (8,720,486)      (42,539,161)
   Contract charges...............         (168,361)          (46,489)       (8,087,358)       (8,436,136)
   Transfers for contract benefits                                                                        
     and terminations.............         (677,893)         (146,280)      (53,138,748)      (55,305,583)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......        12,426,844        10,130,748      (65,908,866)     (100,635,521)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............        10,962,126        10,161,644      (97,693,647)      (88,859,685)
NET ASSETS:                                                                                               
   Beginning of year..............        10,161,644                --       732,596,404       821,456,089
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $     21,123,770  $     10,161,644  $    634,902,757  $    732,596,404
                                    ================  ================  ================  ================



                                         MIST PIMCO TOTAL RETURN                MIST PIONEER FUND         
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $     62,753,001  $     14,856,202  $      (441,445)  $        817,446
   Net realized gains (losses)....        12,734,375       (1,792,640)        29,058,598        87,911,473
   Change in unrealized gains                                                                             
     (losses) on investments......      (99,708,652)        36,415,773      (32,626,475)      (61,223,094)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............      (24,221,276)        49,479,335       (4,009,322)        27,505,825
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        11,483,909        14,074,315         7,451,805         9,637,842
   Net transfers (including                                                                               
     fixed account)...............      (60,045,845)      (98,518,340)       (2,716,319)       (8,227,980)
   Contract charges...............      (19,181,926)      (20,347,053)       (3,597,475)       (3,315,269)
   Transfers for contract benefits                                                                        
     and terminations.............     (133,249,327)     (151,437,179)      (17,307,943)      (17,438,624)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......     (200,993,189)     (256,228,257)      (16,169,932)      (19,344,031)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............     (225,214,465)     (206,748,922)      (20,179,254)         8,161,794
NET ASSETS:                                                                                               
   Beginning of year..............     1,787,038,026     1,993,786,948       305,917,464       297,755,670
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $  1,561,823,561  $  1,787,038,026  $    285,738,210  $    305,917,464
                                    ================  ================  ================  ================



                                      MIST PIONEER STRATEGIC INCOME                                       
                                               SUB-ACCOUNT                                                
                                    ----------------------------------                                    
                                          2015              2014                                          
                                    ----------------  ----------------                                    
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $     35,309,303  $     34,258,738                                    
   Net realized gains (losses)....         8,440,945        12,258,413                                    
   Change in unrealized gains                                                                             
     (losses) on investments......      (68,623,094)      (17,661,136)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............      (24,872,846)        28,856,015                                    
                                    ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        22,577,241        28,345,716                                    
   Net transfers (including                                                                               
     fixed account)...............        19,421,199        42,682,881                                    
   Contract charges...............      (10,467,757)       (9,619,195)                                    
   Transfers for contract benefits                                                                        
     and terminations.............      (65,618,675)      (65,741,442)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (34,087,992)       (4,332,040)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets..............      (58,960,838)        24,523,975                                    
NET ASSETS:                                                                                               
   Beginning of year..............       943,852,832       919,328,857                                    
                                    ----------------  ----------------                                    
   End of year....................  $    884,891,994  $    943,852,832                                    
                                    ================  ================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                      MIST PYRAMIS GOVERNMENT INCOME        MIST PYRAMIS MANAGED RISK     
                                                SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ----------------------------------  --------------------------------- 
                                          2015              2014              2015             2014       
                                    ----------------  ----------------  ---------------  ---------------- 
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      5,912,789  $      8,253,807  $   (2,007,729)  $    (1,731,736) 
   Net realized gains (losses)....         (146,659)       (2,556,572)        8,573,592           515,242 
   Change in unrealized gains                                                                             
     (losses) on investments......      (11,685,773)        34,979,601     (18,736,202)         9,325,602 
                                    ----------------  ----------------  ---------------  ---------------- 
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       (5,919,643)        40,676,836     (12,170,339)         8,109,108 
                                    ----------------  ----------------  ---------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        10,291,987         3,770,560       41,633,612        21,094,105 
   Net transfers (including                                                                               
     fixed account)...............        21,792,687      (28,818,734)      178,575,410        61,855,680 
   Contract charges...............      (11,384,051)      (10,709,776)      (3,482,370)       (1,600,359) 
   Transfers for contract benefits                                                                        
     and terminations.............      (44,187,565)      (40,212,165)     (16,426,832)       (4,362,374) 
                                    ----------------  ----------------  ---------------  ---------------- 
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (23,486,942)      (75,970,115)      200,299,820        76,987,052 
                                    ----------------  ----------------  ---------------  ---------------- 
     Net increase (decrease)                                                                              
       in net assets..............      (29,406,585)      (35,293,279)      188,129,481        85,096,160 
NET ASSETS:                                                                                               
   Beginning of year..............       680,446,278       715,739,557      163,513,389        78,417,229 
                                    ----------------  ----------------  ---------------  ---------------- 
   End of year....................  $    651,039,693  $    680,446,278  $   351,642,870  $    163,513,389 
                                    ================  ================  ===============  ================ 



                                    MIST SCHRODERS GLOBAL MULTI-ASSET     MIST SSGA GROWTH AND INCOME ETF 
                                               SUB-ACCOUNT                          SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ---------------    ---------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $    (2,230,760)  $     (428,408)    $    11,496,565  $     11,253,551
   Net realized gains (losses)....        17,165,832       18,517,553         96,130,725       113,377,455
   Change in unrealized gains                                                                             
     (losses) on investments......      (29,873,677)       10,370,401      (155,135,668)      (60,416,484)
                                    ----------------  ---------------    ---------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............      (14,938,605)       28,459,546       (47,508,378)        64,214,522
                                    ----------------  ---------------    ---------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        35,201,400       19,796,572         21,766,022        10,439,074
   Net transfers (including                                                                               
     fixed account)...............        81,935,629       32,175,596       (22,073,877)      (25,023,322)
   Contract charges...............       (8,094,448)      (6,709,852)       (18,156,689)      (18,124,397)
   Transfers for contract benefits                                                                        
     and terminations.............      (24,612,353)     (15,546,572)       (97,925,260)      (95,978,922)
                                    ----------------  ---------------    ---------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......        84,430,228       29,715,744      (116,389,804)     (128,687,567)
                                    ----------------  ---------------    ---------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............        69,491,623       58,175,290      (163,898,182)      (64,473,045)
NET ASSETS:                                                                                               
   Beginning of year..............       493,380,979      435,205,689      1,513,705,632     1,578,178,677
                                    ----------------  ---------------    ---------------  ----------------
   End of year....................  $    562,872,602  $   493,380,979    $ 1,349,807,450  $  1,513,705,632
                                    ================  ===============    ===============  ================



                                          MIST SSGA GROWTH ETF         MIST T. ROWE PRICE LARGE CAP VALUE 
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ---------------------------------  -----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ---------------   ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      2,269,909  $     1,691,616   $        527,754  $    (2,592,578)
   Net realized gains (losses)....        33,558,305       41,161,005         29,555,568        22,160,919
   Change in unrealized gains                                                                             
     (losses) on investments......      (54,174,177)     (24,023,767)       (69,547,913)        67,563,377
                                    ----------------  ---------------   ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............      (18,345,963)       18,828,854       (39,464,591)        87,131,718
                                    ----------------  ---------------   ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         7,054,310        6,532,143         10,615,106        12,253,858
   Net transfers (including                                                                               
     fixed account)...............         9,763,304      (3,398,510)       (11,574,647)       159,566,655
   Contract charges...............       (5,722,795)      (5,200,778)        (4,674,135)       (4,113,653)
   Transfers for contract benefits                                                                        
     and terminations.............      (27,279,503)     (24,564,862)       (77,867,417)      (73,966,475)
                                    ----------------  ---------------   ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (16,184,684)     (26,632,007)       (83,501,093)        93,740,385
                                    ----------------  ---------------   ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............      (34,530,647)      (7,803,153)      (122,965,684)       180,872,103
NET ASSETS:                                                                                               
   Beginning of year..............       501,804,705      509,607,858        838,816,422       657,944,319
                                    ----------------  ---------------   ----------------  ----------------
   End of year....................  $    467,274,058  $   501,804,705   $    715,850,738  $    838,816,422
                                    ================  ===============   ================  ================


                                                  MIST                                                    
                                      T. ROWE PRICE MID CAP GROWTH                                        
                                               SUB-ACCOUNT                                                
                                    ---------------------------------                                     
                                          2015             2014                                           
                                    ---------------  ----------------                                     
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $   (8,239,927)  $    (8,684,292)                                     
   Net realized gains (losses)....      108,417,654        83,347,675                                     
   Change in unrealized gains                                                                             
     (losses) on investments......     (73,202,424)      (17,691,662)                                     
                                    ---------------  ----------------                                     
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       26,975,303        56,971,721                                     
                                    ---------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        3,040,163         3,338,843                                     
   Net transfers (including                                                                               
     fixed account)...............     (34,784,143)      (37,998,561)                                     
   Contract charges...............      (5,053,956)       (4,959,686)                                     
   Transfers for contract benefits                                                                        
     and terminations.............     (42,109,408)      (48,648,856)                                     
                                    ---------------  ----------------                                     
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......     (78,907,344)      (88,268,260)                                     
                                    ---------------  ----------------                                     
     Net increase (decrease)                                                                              
       in net assets..............     (51,932,041)      (31,296,539)                                     
NET ASSETS:                                                                                               
   Beginning of year..............      537,586,208       568,882,747                                     
                                    ---------------  ----------------                                     
   End of year....................  $   485,654,167  $    537,586,208                                     
                                    ===============  ================                                     

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                      MIST TCW CORE                                                       MSF                 
                                      FIXED INCOME        MIST WMC LARGE CAP RESEARCH     BAILLIE GIFFORD INTERNATIONAL STOCK 
                                       SUB-ACCOUNT                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    ----------------  ----------------------------------  ------------------------------------
                                        2015 (d)            2015              2014              2015              2014        
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                                            
FROM OPERATIONS:                                                                                                              
   Net investment income (loss)...  $          (228)  $      (152,730)  $      (152,311)  $      (271,859)  $      (823,308)  
   Net realized gains (losses)....               (4)         2,189,696           962,687         3,508,939         2,816,068  
   Change in unrealized gains                                                                                                 
     (losses) on investments......             (184)       (1,564,663)         1,050,584      (10,663,827)      (15,452,332)  
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                                  
       in net assets resulting                                                                                                
       from operations............             (416)           472,303         1,860,960       (7,426,747)      (13,459,572)  
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                                        
   Purchase payments received                                                                                                 
     from contract owners.........            59,306           369,764           307,777         1,385,690         1,436,654  
   Net transfers (including                                                                                                   
     fixed account)...............            15,279         (990,704)         (607,575)      (10,590,297)           324,776  
   Contract charges...............                --         (209,942)         (197,017)       (3,102,764)       (3,197,760)  
   Transfers for contract benefits                                                                                            
     and terminations.............           (1,000)       (1,284,833)         (973,400)      (16,356,797)      (19,054,714)  
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                                               
       net assets resulting from                                                                                              
       contract transactions......            73,585       (2,115,715)       (1,470,215)      (28,664,168)      (20,491,044)  
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                                  
       in net assets..............            73,169       (1,643,412)           390,745      (36,090,915)      (33,950,616)  
NET ASSETS:                                                                                                                   
   Beginning of year..............                --        17,260,395        16,869,650       269,502,431       303,453,047  
                                    ----------------  ----------------  ----------------  ----------------  ----------------  
   End of year....................  $         73,169  $     15,616,983  $     17,260,395  $    233,411,516  $    269,502,431  
                                    ================  ================  ================  ================  ================  



                                     MSF BARCLAYS AGGREGATE BOND INDEX        MSF BLACKROCK BOND INCOME                       
                                                SUB-ACCOUNT                          SUB-ACCOUNT                              
                                    -----------------------------------  ----------------------------------                   
                                          2015              2014               2015              2014                         
                                    ----------------  ----------------   ----------------  ----------------                   
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                                            
FROM OPERATIONS:                                                                                                              
   Net investment income (loss)...  $      2,774,012  $      2,129,181   $      1,289,428  $        952,581                   
   Net realized gains (losses)....         (126,236)         (108,055)            833,937            40,190                   
   Change in unrealized gains                                                                                                 
     (losses) on investments......       (6,456,221)         4,954,438        (2,926,902)         2,001,494                   
                                    ----------------  ----------------   ----------------  ----------------                   
     Net increase (decrease)                                                                                                  
       in net assets resulting                                                                                                
       from operations............       (3,808,445)         6,975,564          (803,537)         2,994,265                   
                                    ----------------  ----------------   ----------------  ----------------                   
CONTRACT TRANSACTIONS:                                                                                                        
   Purchase payments received                                                                                                 
     from contract owners.........        21,367,597         9,707,112          4,381,285         2,147,683                   
   Net transfers (including                                                                                                   
     fixed account)...............        35,972,097        51,418,453          8,341,934         6,751,669                   
   Contract charges...............       (2,855,104)       (2,153,905)          (712,128)         (621,824)                   
   Transfers for contract benefits                                                                                            
     and terminations.............      (19,044,499)      (15,043,074)        (5,777,255)       (4,908,655)                   
                                    ----------------  ----------------   ----------------  ----------------                   
     Net increase (decrease) in                                                                                               
       net assets resulting from                                                                                              
       contract transactions......        35,440,091        43,928,586          6,233,836         3,368,873                   
                                    ----------------  ----------------   ----------------  ----------------                   
     Net increase (decrease)                                                                                                  
       in net assets..............        31,631,646        50,904,150          5,430,299         6,363,138                   
NET ASSETS:                                                                                                                   
   Beginning of year..............       213,475,999       162,571,849         63,615,045        57,251,907                   
                                    ----------------  ----------------   ----------------  ----------------                   
   End of year....................  $    245,107,645  $    213,475,999   $     69,045,344  $     63,615,045                   
                                    ================  ================   ================  ================                   


                                                    MSF                                                                       
                                      BLACKROCK CAPITAL APPRECIATION       MSF BLACKROCK LARGE CAP VALUE                      
                                                SUB-ACCOUNT                         SUB-ACCOUNT                               
                                    ----------------------------------  ----------------------------------                    
                                          2015              2014              2015              2014                          
                                    ----------------  ----------------  ----------------  ----------------                    
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                                            
FROM OPERATIONS:                                                                                                              
   Net investment income (loss)...  $      (237,170)  $      (221,645)  $         21,337  $        (2,636)                    
   Net realized gains (losses)....         3,380,193         1,124,532           294,376           921,265                    
   Change in unrealized gains                                                                                                 
     (losses) on investments......       (2,490,455)            32,868         (639,612)         (583,420)                    
                                    ----------------  ----------------  ----------------  ----------------                    
     Net increase (decrease)                                                                                                  
       in net assets resulting                                                                                                
       from operations............           652,568           935,755         (323,899)           335,209                    
                                    ----------------  ----------------  ----------------  ----------------                    
CONTRACT TRANSACTIONS:                                                                                                        
   Purchase payments received                                                                                                 
     from contract owners.........           702,398           465,737           590,441           187,882                    
   Net transfers (including                                                                                                   
     fixed account)...............           113,015         (848,033)           157,108           257,815                    
   Contract charges...............         (124,569)         (110,785)             (156)             (155)                    
   Transfers for contract benefits                                                                                            
     and terminations.............       (1,728,698)       (1,028,588)         (476,050)         (372,113)                    
                                    ----------------  ----------------  ----------------  ----------------                    
     Net increase (decrease) in                                                                                               
       net assets resulting from                                                                                              
       contract transactions......       (1,037,854)       (1,521,669)           271,343            73,429                    
                                    ----------------  ----------------  ----------------  ----------------                    
     Net increase (decrease)                                                                                                  
       in net assets..............         (385,286)         (585,914)          (52,556)           408,638                    
NET ASSETS:                                                                                                                   
   Beginning of year..............        14,686,428        15,272,342         4,201,564         3,792,926                    
                                    ----------------  ----------------  ----------------  ----------------                    
   End of year....................  $     14,301,142  $     14,686,428  $      4,149,008  $      4,201,564                    
                                    ================  ================  ================  ================                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                       MSF BLACKROCK MONEY MARKET         MSF FRONTIER MID CAP GROWTH    
                                               SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ---------------------------------  ----------------------------------
                                          2015             2014              2015              2014      
                                    ---------------  ----------------  ----------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $   (6,027,107)  $    (6,766,906)  $    (1,351,696)  $    (1,322,869)
   Net realized gains (losses)....               --                --        14,193,562         9,730,209
   Change in unrealized gains                                                                            
     (losses) on investments......               --                --      (11,177,142)       (1,239,505)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............      (6,027,107)       (6,766,906)         1,664,724         7,167,835
                                    ---------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........       38,032,970        16,019,042           560,464           593,698
   Net transfers (including                                                                              
     fixed account)...............       72,942,198        38,236,997         (742,070)       (3,064,927)
   Contract charges...............      (4,210,469)       (4,868,193)         (814,235)         (703,442)
   Transfers for contract benefits                                                                       
     and terminations.............     (98,033,180)     (108,077,463)       (8,311,622)       (6,346,789)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......        8,731,519      (58,689,617)       (9,307,463)       (9,521,460)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............        2,704,412      (65,456,523)       (7,642,739)       (2,353,625)
NET ASSETS:                                                                                              
   Beginning of year..............      395,886,367       461,342,890        81,297,538        83,651,163
                                    ---------------  ----------------  ----------------  ----------------
   End of year....................  $   398,590,779  $    395,886,367  $     73,654,799  $     81,297,538
                                    ===============  ================  ================  ================



                                           MSF JENNISON GROWTH         MSF LOOMIS SAYLES SMALL CAP CORE  
                                               SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ---------------------------------  ----------------------------------
                                          2015             2014              2015              2014      
                                    ---------------  ----------------  ----------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $   (8,255,608)  $    (8,604,142)  $      (234,690)  $      (241,088)
   Net realized gains (losses)....      100,462,145        57,107,511         1,994,940         2,320,935
   Change in unrealized gains                                                                            
     (losses) on investments......     (47,555,352)      (11,083,979)       (2,197,811)       (1,853,055)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............       44,651,185        37,419,390         (437,561)           226,792
                                    ---------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........        3,569,781         2,880,660           422,787           156,508
   Net transfers (including                                                                              
     fixed account)...............     (26,498,929)      (44,484,377)          (62,478)         (366,480)
   Contract charges...............      (4,176,518)       (4,133,996)         (186,706)         (175,842)
   Transfers for contract benefits                                                                       
     and terminations.............     (45,499,489)      (48,285,573)         (691,869)         (745,280)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......     (72,605,155)      (94,023,286)         (518,266)       (1,131,094)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............     (27,953,970)      (56,603,896)         (955,827)         (904,302)
NET ASSETS:                                                                                              
   Beginning of year..............      529,020,323       585,624,219        13,706,471        14,610,773
                                    ---------------  ----------------  ----------------  ----------------
   End of year....................  $   501,066,353  $    529,020,323  $     12,750,644  $     13,706,471
                                    ===============  ================  ================  ================


                                                   MSF                                                   
                                     LOOMIS SAYLES SMALL CAP GROWTH      MSF MET/ARTISAN MID CAP VALUE   
                                               SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ---------------------------------  ----------------------------------
                                         2015              2014              2015              2014      
                                    ---------------  ----------------  ----------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $       (3,584)  $        (2,894)  $    (1,466,298)  $    (2,770,312)
   Net realized gains (losses)....           47,572            33,035        32,839,034         9,182,228
   Change in unrealized gains                                                                            
     (losses) on investments......         (43,867)          (27,964)      (55,970,793)       (6,138,938)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............              121             2,177      (24,598,057)           272,978
                                    ---------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........           17,612            34,767         1,435,147         2,279,317
   Net transfers (including                                                                              
     fixed account)...............           23,125            33,954       (3,489,375)      (15,880,836)
   Contract charges...............          (1,118)             (817)       (1,479,616)       (1,707,607)
   Transfers for contract benefits                                                                       
     and terminations.............          (4,466)           (3,450)      (21,273,771)      (26,349,339)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......           35,153            64,454      (24,807,615)      (41,658,465)
                                    ---------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............           35,274            66,631      (49,405,672)      (41,385,487)
NET ASSETS:                                                                                              
   Beginning of year..............          293,433           226,802       244,385,523       285,771,010
                                    ---------------  ----------------  ----------------  ----------------
   End of year....................  $       328,707  $        293,433  $    194,979,851  $    244,385,523
                                    ===============  ================  ================  ================


                                           MSF MET/DIMENSIONAL                                           
                                       INTERNATIONAL SMALL COMPANY                                       
                                               SUB-ACCOUNT                                               
                                    ---------------------------------                                    
                                         2015              2014                                          
                                    ---------------  ----------------                                    
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $        48,982  $        265,996                                    
   Net realized gains (losses)....        9,734,312         4,114,623                                    
   Change in unrealized gains                                                                            
     (losses) on investments......      (7,397,341)       (9,176,434)                                    
                                    ---------------  ----------------                                    
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............        2,385,953       (4,795,815)                                    
                                    ---------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........          899,458           815,496                                    
   Net transfers (including                                                                              
     fixed account)...............        6,674,328           191,200                                    
   Contract charges...............        (620,871)         (593,152)                                    
   Transfers for contract benefits                                                                       
     and terminations.............      (4,404,157)       (3,606,060)                                    
                                    ---------------  ----------------                                    
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......        2,548,758       (3,192,516)                                    
                                    ---------------  ----------------                                    
     Net increase (decrease)                                                                             
       in net assets..............        4,934,711       (7,988,331)                                    
NET ASSETS:                                                                                              
   Beginning of year..............       58,174,088        66,162,419                                    
                                    ---------------  ----------------                                    
   End of year....................  $    63,108,799  $     58,174,088                                    
                                    ===============  ================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                      MSF METLIFE ASSET ALLOCATION 20      MSF METLIFE ASSET ALLOCATION 40  
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015               2014              2015               2014      
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $        193,571  $        (93,420)  $   (60,476,835)  $    (56,436,952)
   Net realized gains (losses).....        1,389,983            589,830       270,937,811         14,979,444
   Change in unrealized gains                                                                               
     (losses) on investments.......      (2,880,050)           (85,239)     (322,220,355)        181,094,658
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (1,296,496)            411,171     (111,759,379)        139,637,150
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        2,053,677            365,589        24,369,785         12,615,751
   Net transfers (including                                                                                 
     fixed account)................       27,590,957         35,836,944     (213,524,358)      5,139,621,026
   Contract charges................        (543,349)          (223,118)      (49,617,104)       (34,412,284)
   Transfers for contract benefits                                                                          
     and terminations..............      (3,923,720)        (2,200,451)     (392,793,086)      (273,737,211)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......       25,177,565         33,778,964     (631,564,763)      4,844,087,282
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............       23,881,069         34,190,135     (743,324,142)      4,983,724,432
NET ASSETS:                                                                                                 
   Beginning of year...............       41,687,543          7,497,408     4,991,456,808          7,732,376
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $     65,568,612  $      41,687,543  $  4,248,132,666  $   4,991,456,808
                                    ================  =================  ================  =================


                                      MSF METLIFE ASSET ALLOCATION 60      MSF METLIFE ASSET ALLOCATION 80  
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015              2014               2015              2014       
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $   (74,908,862)  $    (82,508,224)  $   (80,359,716)  $    (72,919,925)
   Net realized gains (losses).....      481,588,073         19,715,684       310,019,865         18,208,146
   Change in unrealized gains                                                                               
     (losses) on investments.......    (594,962,543)        325,337,909     (421,371,788)        313,139,176
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............    (188,283,332)        262,545,369     (191,711,639)        258,427,397
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........       51,082,227         24,283,519        38,874,727         24,181,255
   Net transfers (including                                                                                 
     fixed account)................    (102,720,147)      7,634,512,209      (40,164,388)      6,518,639,731
   Contract charges................     (74,049,982)       (48,104,618)      (61,430,326)       (40,179,976)
   Transfers for contract benefits                                                                          
     and terminations..............    (546,730,912)      (389,900,744)     (439,432,331)      (310,434,847)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......    (672,418,814)      7,220,790,366     (502,152,318)      6,192,206,163
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............    (860,702,146)      7,483,335,735     (693,863,957)      6,450,633,560
NET ASSETS:                                                                                                 
   Beginning of year...............    7,527,991,156         44,655,421     6,507,894,347         57,260,787
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $  6,667,289,010  $   7,527,991,156  $  5,814,030,390  $   6,507,894,347
                                    ================  =================  ================  =================


                                      MSF METLIFE MID CAP STOCK INDEX         MSF METLIFE STOCK INDEX       
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    -----------------------------------  ---------------------------------- 
                                          2015              2014               2015              2014       
                                    ----------------  -----------------  ----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $      (669,052)  $       (819,673)  $      (347,601)  $      (765,841) 
   Net realized gains (losses).....       11,113,039         11,559,694        54,311,839        38,987,719 
   Change in unrealized gains                                                                               
     (losses) on investments.......     (15,667,437)        (1,212,992)      (57,710,605)        23,647,160 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (5,223,450)          9,527,029       (3,746,367)        61,869,038 
                                    ----------------  -----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        5,977,751          3,512,620        11,741,788         7,247,240 
   Net transfers (including                                                                                 
     fixed account)................        3,888,248        (1,166,141)       (7,225,683)        32,842,922 
   Contract charges................      (1,048,036)        (1,039,460)       (4,442,697)       (3,860,753) 
   Transfers for contract benefits                                                                          
     and terminations..............      (9,847,097)        (8,982,254)      (53,641,340)      (48,542,701) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (1,029,134)        (7,675,235)      (53,567,932)      (12,313,292) 
                                    ----------------  -----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets..............      (6,252,584)          1,851,794      (57,314,299)        49,555,746 
NET ASSETS:                                                                                                 
   Beginning of year...............      127,735,872        125,884,078       610,830,233       561,274,487 
                                    ----------------  -----------------  ----------------  ---------------- 
   End of year..................... $    121,483,288  $     127,735,872  $    553,515,934  $    610,830,233 
                                    ================  =================  ================  ================ 


                                          MSF MFS TOTAL RETURN                                              
                                               SUB-ACCOUNT                                                  
                                    ----------------------------------                                      
                                          2015              2014                                            
                                    ----------------  ----------------                                      
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $        419,715  $        314,570                                      
   Net realized gains (losses).....        1,095,835         1,124,465                                      
   Change in unrealized gains                                                                               
     (losses) on investments.......      (2,338,023)         1,597,039                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............        (822,473)         3,036,074                                      
                                    ----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        1,643,867         2,026,445                                      
   Net transfers (including                                                                                 
     fixed account)................        1,396,264           695,451                                      
   Contract charges................        (284,691)         (252,458)                                      
   Transfers for contract benefits                                                                          
     and terminations..............      (5,431,228)       (5,732,469)                                      
                                    ----------------  ----------------                                      
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (2,675,788)       (3,263,031)                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets..............      (3,498,261)         (226,957)                                      
NET ASSETS:                                                                                                 
   Beginning of year...............       45,817,455        46,044,412                                      
                                    ----------------  ----------------                                      
   End of year..................... $     42,319,194  $     45,817,455                                      
                                    ================  ================                                      

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                               MSF MFS VALUE                   MSF MSCI EAFE INDEX       
                                                SUB-ACCOUNT                        SUB-ACCOUNT           
                                    ----------------------------------  ---------------------------------
                                          2015              2014              2015             2014      
                                    ----------------  ----------------  ---------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $      2,273,415  $       (57,616)  $     1,740,713  $        991,218
   Net realized gains (losses)....        43,175,247        18,672,716          673,901         2,887,187
   Change in unrealized gains                                                                            
     (losses) on investments......      (49,745,547)         2,950,546      (5,975,929)      (11,944,228)
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............       (4,296,885)        21,565,646      (3,561,315)       (8,065,823)
                                    ----------------  ----------------  ---------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         4,166,108         3,231,894        4,624,296         2,309,427
   Net transfers (including                                                                              
     fixed account)...............        17,714,601       (9,606,231)        6,652,908         4,727,833
   Contract charges...............       (2,641,500)       (2,466,657)      (1,032,788)         (974,058)
   Transfers for contract benefits                                                                       
     and terminations.............      (20,453,721)      (17,796,650)      (8,003,438)       (8,971,260)
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......       (1,214,512)      (26,637,644)        2,240,978       (2,908,058)
                                    ----------------  ----------------  ---------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............       (5,511,397)       (5,071,998)      (1,320,337)      (10,973,881)
NET ASSETS:                                                                                              
   Beginning of year..............       255,401,966       260,473,964      101,223,288       112,197,169
                                    ----------------  ----------------  ---------------  ----------------
   End of year....................  $    249,890,569  $    255,401,966  $    99,902,951  $    101,223,288
                                    ================  ================  ===============  ================



                                      MSF NEUBERGER BERMAN GENESIS          MSF RUSSELL 2000 INDEX       
                                               SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ---------------------------------  --------------------------------- 
                                          2015              2014            2015              2014       
                                    ----------------  ---------------  ---------------  ---------------- 
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $    (2,005,253)  $   (2,176,457)  $     (772,570)  $      (798,862) 
   Net realized gains (losses)....         5,492,282        4,329,229       14,703,805         8,367,458 
   Change in unrealized gains                                                                            
     (losses) on investments......       (4,849,556)      (5,677,025)     (21,801,085)       (3,199,788) 
                                    ----------------  ---------------  ---------------  ---------------- 
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............       (1,362,527)      (3,524,253)      (7,869,850)         4,368,808 
                                    ----------------  ---------------  ---------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         1,474,898        1,992,969        3,655,588         2,652,120 
   Net transfers (including                                                                              
     fixed account)...............       (3,545,710)      (5,425,832)        1,761,396         5,859,193 
   Contract charges...............       (1,236,383)      (1,280,963)      (1,338,539)       (1,176,186) 
   Transfers for contract benefits                                                                       
     and terminations.............      (13,484,634)     (13,905,156)     (11,537,242)       (7,916,247) 
                                    ----------------  ---------------  ---------------  ---------------- 
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......      (16,791,829)     (18,618,982)      (7,458,797)         (581,120) 
                                    ----------------  ---------------  ---------------  ---------------- 
     Net increase (decrease)                                                                             
       in net assets..............      (18,154,356)     (22,143,235)     (15,328,647)         3,787,688 
NET ASSETS:                                                                                              
   Beginning of year..............       150,104,225      172,247,460      144,858,146       141,070,458 
                                    ----------------  ---------------  ---------------  ---------------- 
   End of year....................  $    131,949,869  $   150,104,225  $   129,529,499  $    144,858,146 
                                    ================  ===============  ===============  ================ 


                                                   MSF                                MSF                
                                     T. ROWE PRICE LARGE CAP GROWTH     T. ROWE PRICE SMALL CAP GROWTH   
                                               SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ---------------------------------  ----------------------------------
                                          2015              2014             2015              2014      
                                    ----------------  ---------------  ----------------  ----------------
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $    (2,957,599)  $   (2,482,158)  $      (160,395)  $      (153,247)
   Net realized gains (losses)....        34,270,652       14,393,834         1,535,562         1,464,690
   Change in unrealized gains                                                                            
     (losses) on investments......      (16,807,403)      (1,397,928)       (1,319,353)         (830,342)
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............        14,505,650       10,513,748            55,814           481,101
                                    ----------------  ---------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........         4,861,358        2,948,471         1,208,773           281,198
   Net transfers (including                                                                              
     fixed account)...............        65,812,017       17,437,802         1,417,304         (504,932)
   Contract charges...............       (1,679,181)      (1,330,553)          (67,963)          (62,439)
   Transfers for contract benefits                                                                       
     and terminations.............      (17,010,364)     (14,540,202)         (775,788)         (741,321)
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......        51,983,830        4,515,518         1,782,326       (1,027,494)
                                    ----------------  ---------------  ----------------  ----------------
     Net increase (decrease)                                                                             
       in net assets..............        66,489,480       15,029,266         1,838,140         (546,393)
NET ASSETS:                                                                                              
   Beginning of year..............       166,959,337      151,930,071         9,976,420        10,522,813
                                    ----------------  ---------------  ----------------  ----------------
   End of year....................  $    233,448,817  $   166,959,337  $     11,814,560  $      9,976,420
                                    ================  ===============  ================  ================


                                                   MSF                                                   
                                    VAN ECK GLOBAL NATURAL RESOURCES                                     
                                               SUB-ACCOUNT                                               
                                    ---------------------------------                                    
                                          2015             2014                                          
                                    ---------------  ----------------                                    
                                                                                                         
INCREASE (DECREASE) IN NET ASSETS:                                                                       
FROM OPERATIONS:                                                                                         
   Net investment income (loss)...  $   (1,169,677)  $    (1,294,356)                                    
   Net realized gains (losses)....      (1,908,883)         1,787,878                                    
   Change in unrealized gains                                                                            
     (losses) on investments......     (29,752,057)      (19,515,189)                                    
                                    ---------------  ----------------                                    
     Net increase (decrease)                                                                             
       in net assets resulting                                                                           
       from operations............     (32,830,617)      (19,021,667)                                    
                                    ---------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                   
   Purchase payments received                                                                            
     from contract owners.........          905,618           402,973                                    
   Net transfers (including                                                                              
     fixed account)...............       23,947,255         8,185,185                                    
   Contract charges...............      (1,200,210)       (1,298,545)                                    
   Transfers for contract benefits                                                                       
     and terminations.............      (5,238,300)       (5,429,317)                                    
                                    ---------------  ----------------                                    
     Net increase (decrease) in                                                                          
       net assets resulting from                                                                         
       contract transactions......       18,414,363         1,860,296                                    
                                    ---------------  ----------------                                    
     Net increase (decrease)                                                                             
       in net assets..............     (14,416,254)      (17,161,371)                                    
NET ASSETS:                                                                                              
   Beginning of year..............       89,288,128       106,449,499                                    
                                    ---------------  ----------------                                    
   End of year....................  $    74,871,874  $     89,288,128                                    
                                    ===============  ================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                       MSF WESTERN ASSET MANAGEMENT              MSF WESTERN ASSET        
                                       STRATEGIC BOND OPPORTUNITIES         MANAGEMENT U.S. GOVERNMENT    
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015            2014 (a)            2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $          1,666  $            (5)  $      1,639,088  $        697,614
   Net realized gains (losses)....              (74)                --          (87,820)           (3,865)
   Change in unrealized gains                                                                             
     (losses) on investments......           (7,019)                48       (4,546,618)         2,454,211
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............           (5,427)                43       (2,995,350)         3,147,960
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........            98,520            12,700         4,788,989         5,112,381
   Net transfers (including                                                                               
     fixed account)...............            89,485                --        14,987,445         2,857,487
   Contract charges...............                --                --       (3,201,899)       (3,072,371)
   Transfers for contract benefits                                                                        
     and terminations.............              (11)                --      (21,366,180)      (23,830,183)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......           187,994            12,700       (4,791,645)      (18,932,686)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............           182,567            12,743       (7,786,995)      (15,784,726)
NET ASSETS:                                                                                               
   Beginning of year..............            12,743                --       276,085,662       291,870,388
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $        195,310  $         12,743  $    268,298,667  $    276,085,662
                                    ================  ================  ================  ================


                                                  MSF WMC                                                 
                                         CORE EQUITY OPPORTUNITIES           NEUBERGER BERMAN GENESIS     
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $        287,887  $    (6,367,120)  $           (75)  $           (88)
   Net realized gains (losses)....       210,355,423        91,018,865             1,363             1,471
   Change in unrealized gains                                                                             
     (losses) on investments......     (207,207,827)      (33,491,386)           (1,296)           (1,551)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............         3,435,483        51,160,359               (8)             (168)
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         3,414,204         3,408,051                --                --
   Net transfers (including                                                                               
     fixed account)...............      (35,779,438)      (44,285,835)                --                --
   Contract charges...............       (4,607,450)       (4,874,727)                --                --
   Transfers for contract benefits                                                                        
     and terminations.............      (47,777,157)      (54,954,173)           (1,783)           (1,810)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (84,749,841)     (100,706,684)           (1,783)           (1,810)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............      (81,314,358)      (49,546,325)           (1,791)           (1,978)
NET ASSETS:                                                                                               
   Beginning of year..............       609,015,113       658,561,438             9,013            10,991
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    527,700,755  $    609,015,113  $          7,222  $          9,013
                                    ================  ================  ================  ================


                                                                                  OPPENHEIMER VA          
                                         OPPENHEIMER VA CORE BOND              MAIN STREET SMALL CAP      
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2015              2014              2015              2014      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $            216  $            347  $      (857,651)  $      (875,296)
   Net realized gains (losses)....             (275)             (267)        21,226,168        21,968,724
   Change in unrealized gains                                                                             
     (losses) on investments......                29               416      (28,993,857)       (9,177,366)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............              (30)               496       (8,625,340)        11,916,062
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........                --                --         2,437,344         3,589,850
   Net transfers (including                                                                               
     fixed account)...............                --                --       (2,506,338)       (3,769,755)
   Contract charges...............                --                --       (1,313,735)       (1,193,884)
   Transfers for contract benefits                                                                        
     and terminations.............             (839)             (796)       (7,209,455)       (7,121,166)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......             (839)             (796)       (8,592,184)       (8,494,955)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............             (869)             (300)      (17,217,524)         3,421,107
NET ASSETS:                                                                                               
   Beginning of year..............             8,346             8,646       126,466,514       123,045,407
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $          7,477  $          8,346  $    109,248,990  $    126,466,514
                                    ================  ================  ================  ================



                                        OPPENHEIMER VA MAIN STREET                                        
                                                SUB-ACCOUNT                                               
                                    ----------------------------------                                    
                                          2015              2014                                          
                                    ----------------  ----------------                                    
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $          (504)  $          (589)                                    
   Net realized gains (losses)....            18,609             5,285                                    
   Change in unrealized gains                                                                             
     (losses) on investments......          (16,156)             4,566                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............             1,949             9,262                                    
                                    ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........                --                --                                    
   Net transfers (including                                                                               
     fixed account)...............                --                --                                    
   Contract charges...............                --                --                                    
   Transfers for contract benefits                                                                        
     and terminations.............           (3,470)           (7,216)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......           (3,470)           (7,216)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets..............           (1,521)             2,046                                    
NET ASSETS:                                                                                               
   Beginning of year..............           106,085           104,039                                    
                                    ----------------  ----------------                                    
   End of year....................  $        104,564  $        106,085                                    
                                    ================  ================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]

                                                                                      PIMCO VIT             
                                           OPPENHEIMER VA MONEY             COMMODITYREALRETURN STRATEGY    
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                           2015              2014              2015            2014 (a)     
                                    -----------------  ----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $            (50)  $           (53)  $          1,234  $              11
   Net realized gains (losses).....                --                --           (4,694)                 --
   Change in unrealized gains                                                                               
     (losses) on investments.......                --                --          (56,415)            (1,741)
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............              (50)              (53)          (59,875)            (1,730)
                                    -----------------  ----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........                --                --           279,525             14,900
   Net transfers (including                                                                                 
     fixed account)................                --                --            38,967                 --
   Contract charges................                --                --               (3)                 --
   Transfers for contract benefits                                                                          
     and terminations..............             (151)             (154)          (21,699)                 --
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......             (151)             (154)           296,790             14,900
                                    -----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............             (201)             (207)           236,915             13,170
NET ASSETS:                                                                                                 
   Beginning of year...............             3,793             4,000            13,170                 --
                                    -----------------  ----------------  ----------------  -----------------
   End of year..................... $           3,592  $          3,793  $        250,085  $          13,170
                                    =================  ================  ================  =================



                                      PIMCO VIT EMERGING MARKETS BOND       PIMCO VIT UNCONSTRAINED BOND    
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2015            2014 (a)             2015             2014 (a)    
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $          8,655  $              29  $          5,688  $              --
   Net realized gains (losses).....            1,363                 --             (255)                 --
   Change in unrealized gains                                                                               
     (losses) on investments.......         (28,200)                 76          (13,479)                (4)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............         (18,182)                105           (8,046)                (4)
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........          401,043             15,098           236,532              4,763
   Net transfers (including                                                                                 
     fixed account)................           27,329                 --            61,782                 --
   Contract charges................              (2)                 --               (6)                 --
   Transfers for contract benefits                                                                          
     and terminations..............         (18,594)                (1)          (13,158)                 --
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......          409,776             15,097           285,150              4,763
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............          391,594             15,202           277,104              4,759
NET ASSETS:                                                                                                 
   Beginning of year...............           15,202                 --             4,759                 --
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $        406,796  $          15,202  $        281,863  $           4,759
                                    ================  =================  ================  =================



                                         PIONEER VCT MID CAP VALUE        PIONEER VCT REAL ESTATE SHARES    
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------- 
                                          2015              2014              2015               2014       
                                    ----------------  ----------------  -----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $      (582,428)  $      (535,991)  $           1,096  $          1,768 
   Net realized gains (losses).....        9,032,785        11,686,087             38,298            47,876 
   Change in unrealized gains                                                                               
     (losses) on investments.......     (13,899,812)       (2,093,671)           (31,282)            16,387 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      (5,449,455)         9,056,425              8,112            66,031 
                                    ----------------  ----------------  -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        2,033,056         2,291,113              3,056               305 
   Net transfers (including                                                                                 
     fixed account)................        (692,772)       (1,539,510)           (13,623)          (41,306) 
   Contract charges................        (665,918)         (602,056)            (2,978)           (3,087) 
   Transfers for contract benefits                                                                          
     and terminations..............      (6,137,579)       (6,203,018)            (3,545)          (24,717) 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (5,463,213)       (6,053,471)           (17,090)          (68,805) 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
        in net assets..............     (10,912,668)         3,002,954            (8,978)           (2,774) 
NET ASSETS:                                                                                                 
   Beginning of year...............       74,902,996        71,900,042            249,879           252,653 
                                    ----------------  ----------------  -----------------  ---------------- 
   End of year..................... $     63,990,328  $     74,902,996  $         240,901  $        249,879 
                                    ================  ================  =================  ================ 



                                        T. ROWE PRICE GROWTH STOCK                                          
                                                SUB-ACCOUNT                                                 
                                    ------------------------------------                                    
                                           2015              2014                                           
                                    -----------------  -----------------                                    
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $        (66,257)  $        (68,593)                                    
   Net realized gains (losses).....         1,195,637          1,582,180                                    
   Change in unrealized gains                                                                               
     (losses) on investments.......         (416,328)          (938,069)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............           713,052            575,518                                    
                                    -----------------  -----------------                                    
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........           221,245            239,809                                    
   Net transfers (including                                                                                 
     fixed account)................         (580,009)          (718,459)                                    
   Contract charges................           (1,330)            (1,508)                                    
   Transfers for contract benefits                                                                          
     and terminations..............         (805,724)          (922,810)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......       (1,165,818)        (1,402,968)                                    
                                    -----------------  -----------------                                    
     Net increase (decrease)                                                                                
        in net assets..............         (452,766)          (827,450)                                    
NET ASSETS:                                                                                                 
   Beginning of year...............         7,511,742          8,339,192                                    
                                    -----------------  -----------------                                    
   End of year..................... $       7,058,976  $       7,511,742                                    
                                    =================  =================                                    

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INSURANCE COMPANY USA    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONCLUDED)    
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014    

                                                        [Enlarge/Download Table]


                                     T. ROWE PRICE INTERNATIONAL STOCK        T. ROWE PRICE PRIME RESERVE     
                                                SUB-ACCOUNT                           SUB-ACCOUNT             
                                    ------------------------------------  ------------------------------------
                                           2015              2014               2015               2014       
                                    -----------------  -----------------  -----------------  -----------------
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $           (526)  $           1,560  $         (4,409)  $         (5,357)
   Net realized gains (losses).....            33,135             23,491                 --                 --
   Change in unrealized gains                                                                                 
     (losses) on investments.......          (36,641)           (35,473)                 --                 --
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............           (4,032)           (10,422)            (4,409)            (5,357)
                                    -----------------  -----------------  -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........            14,912             33,720                 --                 --
   Net transfers (including                                                                                   
     fixed account)................          (98,531)           (46,190)              2,822             24,583
   Contract charges................             (109)              (139)              (131)              (128)
   Transfers for contract benefits                                                                            
     and terminations..............         (117,510)            (9,346)           (15,458)           (63,332)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......         (201,238)           (21,955)           (12,767)           (38,877)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets..............         (205,270)           (32,377)           (17,176)           (44,234)
NET ASSETS:                                                                                                   
   Beginning of year...............           623,024            655,401            514,215            558,449
                                    -----------------  -----------------  -----------------  -----------------
   End of year..................... $         417,754  $         623,024  $         497,039  $         514,215
                                    =================  =================  =================  =================


                                        TAP 1919 VARIABLE SOCIALLY                                            
                                            RESPONSIVE BALANCED                UIF GLOBAL INFRASTRUCTURE      
                                                SUB-ACCOUNT                           SUB-ACCOUNT             
                                    ------------------------------------  ----------------------------------- 
                                          2015               2014               2015            2014 (a)      
                                    -----------------  -----------------  ----------------  ----------------- 
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $           (987)  $         (1,774)  $            201  $             (4) 
   Net realized gains (losses).....            27,006             44,532            14,300                 -- 
   Change in unrealized gains                                                                                 
     (losses) on investments.......          (33,756)           (24,999)          (52,813)                 44 
                                    -----------------  -----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............           (7,737)             17,759          (38,312)                 40 
                                    -----------------  -----------------  ----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........                --              1,080           309,552              8,425 
   Net transfers (including                                                                                   
     fixed account)................             2,550           (33,535)            88,579                 -- 
   Contract charges................             (112)              (128)               (5)                 -- 
   Transfers for contract benefits                                                                            
     and terminations..............          (32,709)           (23,622)          (22,594)                 -- 
                                    -----------------  -----------------  ----------------  ----------------- 
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......          (30,271)           (56,205)           375,532              8,425 
                                    -----------------  -----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                  
        in net assets..............          (38,008)           (38,446)           337,220              8,465 
NET ASSETS:                                                                                                   
   Beginning of year...............           253,840            292,286             8,465                 -- 
                                    -----------------  -----------------  ----------------  ----------------- 
   End of year..................... $         215,832  $         253,840  $        345,685  $           8,465 
                                    =================  =================  ================  ================= 



                                    VAN ECK VIP LONG/SHORT EQUITY INDEX                                       
                                                SUB-ACCOUNT                                                   
                                    -----------------------------------                                       
                                          2015            2014 (a)                                            
                                    ----------------  ----------------                                        
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $        (1,955)  $           (10)                                        
   Net realized gains (losses).....              302                --                                        
   Change in unrealized gains                                                                                 
     (losses) on investments.......          (6,810)                80                                        
                                    ----------------  ----------------                                        
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............          (8,463)                70                                        
                                    ----------------  ----------------                                        
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........          227,796            16,699                                        
   Net transfers (including                                                                                   
     fixed account)................           27,028                --                                        
   Contract charges................              (5)                --                                        
   Transfers for contract benefits                                                                            
     and terminations..............          (2,806)                --                                        
                                    ----------------  ----------------                                        
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......          252,013            16,699                                        
                                    ----------------  ----------------                                        
     Net increase (decrease)                                                                                  
        in net assets..............          243,550            16,769                                        
NET ASSETS:                                                                                                   
   Beginning of year...............           16,769                --                                        
                                    ----------------  ----------------                                        
   End of year..................... $        260,319  $         16,769                                        
                                    ================  ================                                        

(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

The accompanying notes are an integral part of these financial statements.    

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                
OF METLIFE INSURANCE COMPANY USA                
NOTES TO THE FINANCIAL STATEMENTS               

1.  ORGANIZATION                                                                

MetLife Investors USA Separate Account A (the "Separate Account"), a separate   
account of MetLife Insurance Company USA (the "Company"), was established by    
the Board of Directors of MetLife Investors USA Insurance Company ("MLI-USA")   
on May 29, 1980 to support operations of MLI-USA with respect to certain        
variable annuity contracts (the "Contracts"). On November 14, 2014, MLI-USA     
merged into the Company and the Separate Account became a Separate Account of   
the Company. The Company is a direct wholly-owned subsidiary of MetLife, Inc.,  
a Delaware corporation. The Separate Account is registered as a unit investment 
trust under the Investment Company Act of 1940, as amended, and exists in       
accordance with the regulations of the Delaware Department of Insurance.        

On January 12, 2016, MetLife, Inc. announced a plan to pursue the separation of 
a portion of its U.S. retail business. MetLife, Inc. is currently evaluating    
structural alternatives for such a separation, including a public offering of   
shares in an independent, publicly traded company, a spin-off, or a sale. The   
completion of a public offering would depend on, among other things, the U.S.   
Securities and Exchange Commission (the "SEC") filing and review process as     
well as market conditions. Any Separation that might occur will be subject to   
the satisfaction of various conditions and approvals, including approval of any 
transaction by the MetLife, Inc. Board of Directors, satisfaction of any        
applicable requirements of the SEC, and receipt of insurance and other          
regulatory approvals and other anticipated conditions.                          

The Separate Account is divided into Sub-Accounts, each of which is treated as  
an individual accounting entity for financial reporting purposes. Each          
Sub-Account invests in shares of the corresponding portfolio, series or fund    
(with the same name) of registered investment management companies (the         
"Trusts"), which are presented below:                                           

                                                        [Enlarge/Download Table]
                                                                                                         
AIM Variable Insurance Funds (Invesco Variable         Met Investors Series Trust ("MIST")*              
   Insurance Funds) ("Invesco V.I.")                   Metropolitan Series Fund ("MSF")*                 
American Funds Insurance Series ("American Funds")     MFS Variable Insurance Trust ("MFS VIT")          
BlackRock Variable Series Funds, Inc. ("BlackRock")    Neuberger Berman Equity Funds ("Neuberger Berman")
Deutsche Variable Series I ("Deutsche I")              Oppenheimer Variable Account Funds                
Federated Insurance Series ("Federated")                 ("Oppenheimer VA")                              
Fidelity Variable Insurance Products ("Fidelity VIP")  PIMCO Variable Insurance Trust ("PIMCO VIT")      
Franklin Templeton Variable Insurance Products Trust   Pioneer Variable Contracts Trust ("Pioneer VCT")  
   ("FTVIPT")                                          T. Rowe Price Growth Stock Fund, Inc.             
Ivy Funds Variable Insurance Portfolios ("Ivy          T. Rowe Price International Funds, Inc.           
   Funds VIP")                                         T. Rowe Price Prime Reserve Fund, Inc.            
Janus Aspen Series ("Janus Aspen")                     The Alger Portfolios ("Alger")                    
Legg Mason Partners Variable Equity Trust              Trust for Advised Portfolios ("TAP")              
   ("LMPVET")                                          The Universal Institutional Funds, Inc. ("UIF")   
Legg Mason Partners Variable Income Trust              Van Eck VIP Trust ("Van Eck VIP")                 
   ("LMPVIT")                                                                                            

* See Note 5 for a discussion of additional information on related party        
transactions.                                                                   

The assets of each of the Sub-Accounts of the Separate Account are registered   
in the name of the Company. Under applicable insurance law, the assets and      
liabilities of the Separate Account are clearly identified and distinguished    
from the Company's other assets and liabilities. The portion of the Separate    
Account's assets applicable to the Contracts is not chargeable with liabilities 
arising out of any other business the Company may conduct.                      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

2. LIST OF SUB-ACCOUNTS                                                         

A. Purchase payments, less any applicable charges, applied to the Separate      
Account are invested in one or more Sub-Accounts in accordance with the         
selection made by the contract owner. The following Sub-Accounts had net assets 
as of December 31, 2015:                                                        

                                                        [Enlarge/Download Table]
                                                                                                     
Alger Small Cap Growth Sub-Account                 LMPVET Permal Alternative Select VIT Sub-Account  
American Funds Bond Sub-Account                    LMPVET QS Legg Mason Variable Conservative        
American Funds Global Growth Sub-Account              Growth Sub-Account                             
American Funds Global Small Capitalization         LMPVET QS Legg Mason Variable Growth              
   Sub-Account (a)                                    Sub-Account                                    
American Funds Growth Sub-Account                  LMPVET QS Legg Mason Variable Moderate Growth     
American Funds Growth-Income Sub-Account              Sub-Account                                    
BlackRock Global Allocation V.I. Sub-Account       LMPVIT Western Asset Variable Global High Yield   
Deutsche I CROCI International Sub-Account            Bond Sub-Account                               
Federated High Income Bond Sub-Account             MFS VIT Investors Trust Sub-Account               
Federated Kaufman Sub-Account                      MFS VIT New Discovery Sub-Account                 
Fidelity VIP Asset Manager Sub-Account             MFS VIT Research Sub-Account                      
Fidelity VIP Contrafund Sub-Account (a)            MIST AB Global Dynamic Allocation Sub-Account     
Fidelity VIP Equity-Income Sub-Account             MIST Allianz Global Investors Dynamic Multi-Asset 
Fidelity VIP FundsManager 50% Sub-Account             Plus Sub-Account                               
Fidelity VIP FundsManager 60% Sub-Account          MIST American Funds Balanced Allocation           
Fidelity VIP Government Money Market                  Sub-Account                                    
   Sub-Account (a)                                 MIST American Funds Growth Allocation             
Fidelity VIP Growth Sub-Account                       Sub-Account                                    
Fidelity VIP Index 500 Sub-Account                 MIST American Funds Growth Sub-Account            
Fidelity VIP Mid Cap Sub-Account                   MIST American Funds Moderate Allocation           
Fidelity VIP Overseas Sub-Account                     Sub-Account                                    
FTVIPT Franklin Income VIP Sub-Account             MIST AQR Global Risk Balanced Sub-Account         
FTVIPT Franklin Mutual Shares VIP Sub-Account      MIST BlackRock Global Tactical Strategies         
FTVIPT Franklin Small Cap Value VIP Sub-Account       Sub-Account                                    
FTVIPT Templeton Foreign VIP Sub-Account           MIST BlackRock High Yield Sub-Account (a)         
FTVIPT Templeton Global Bond VIP Sub-Account       MIST Clarion Global Real Estate Sub-Account       
Invesco V.I. American Franchise Sub-Account        MIST ClearBridge Aggressive Growth Sub-Account (a)
Invesco V.I. Core Equity Sub-Account               MIST Goldman Sachs Mid Cap Value Sub-Account      
Invesco V.I. Equity and Income Sub-Account (a)     MIST Harris Oakmark International Sub-Account (a) 
Invesco V.I. Growth and Income Sub-Account         MIST Invesco Balanced-Risk Allocation Sub-Account 
Invesco V.I. International Growth Sub-Account (a)  MIST Invesco Comstock Sub-Account                 
Ivy Funds VIP Asset Strategy Sub-Account           MIST Invesco Mid Cap Value Sub-Account            
LMPVET ClearBridge Variable Aggressive Growth      MIST Invesco Small Cap Growth Sub-Account (a)     
   Sub-Account (a)                                 MIST JPMorgan Core Bond Sub-Account               
LMPVET ClearBridge Variable Appreciation Sub-      MIST JPMorgan Global Active Allocation            
   Account                                            Sub-Account                                    
LMPVET ClearBridge Variable Dividend Strategy      MIST JPMorgan Small Cap Value Sub-Account (a)     
   Sub-Account (a)                                 MIST Loomis Sayles Global Markets Sub-Account     
LMPVET ClearBridge Variable Large Cap Growth       MIST Lord Abbett Bond Debenture Sub-Account (a)   
   Sub-Account                                     MIST Met/Artisan International Sub-Account (b)    
LMPVET ClearBridge Variable Large Cap Value        MIST Met/Eaton Vance Floating Rate Sub-Account    
   Sub-Account                                     MIST Met/Franklin Low Duration Total Return       
LMPVET ClearBridge Variable Small Cap Growth          Sub-Account                                    
   Sub-Account                                     MIST Met/Templeton International Bond Sub-Account 

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

2.  LIST OF SUB-ACCOUNTS -- (CONCLUDED)                                         

                                                        [Enlarge/Download Table]
                                                                                                             
MIST MetLife Asset Allocation 100 Sub-Account            MSF MetLife Asset Allocation 40 Sub-Account         
MIST MetLife Balanced Plus Sub-Account                   MSF MetLife Asset Allocation 60 Sub-Account         
MIST MetLife Multi-Index Targeted Risk                   MSF MetLife Asset Allocation 80 Sub-Account         
   Sub-Account                                           MSF MetLife Mid Cap Stock Index Sub-Account (a)     
MIST MetLife Small Cap Value Sub-Account (a)             MSF MetLife Stock Index Sub-Account (a)             
MIST MFS Emerging Markets Equity Sub-Account             MSF MFS Total Return Sub-Account (a)                
MIST MFS Research International Sub-Account (a)          MSF MFS Value Sub-Account (a)                       
MIST Morgan Stanley Mid Cap Growth Sub-Account (a)       MSF MSCI EAFE Index Sub-Account (a)                 
MIST Oppenheimer Global Equity Sub-Account               MSF Neuberger Berman Genesis Sub-Account (a)        
MIST PanAgora Global Diversified Risk Sub-Account        MSF Russell 2000 Index Sub-Account (a)              
MIST PIMCO Inflation Protected Bond Sub-Account          MSF T. Rowe Price Large Cap Growth Sub-Account (a)  
MIST PIMCO Total Return Sub-Account (a)                  MSF T. Rowe Price Small Cap Growth Sub-Account (a)  
MIST Pioneer Fund Sub-Account (a)                        MSF Van Eck Global Natural Resources Sub-Account    
MIST Pioneer Strategic Income Sub-Account (a)            MSF Western Asset Management Strategic Bond         
MIST Pyramis Government Income Sub-Account                 Opportunities Sub-Account                         
MIST Pyramis Managed Risk Sub-Account                    MSF Western Asset Management U.S. Government        
MIST Schroders Global Multi-Asset Sub-Account              Sub-Account (a)                                   
MIST SSGA Growth and Income ETF Sub-Account              MSF WMC Core Equity Opportunities Sub-Account (a)   
MIST SSGA Growth ETF Sub-Account                         Neuberger Berman Genesis Sub-Account                
MIST T. Rowe Price Large Cap Value Sub-Account (a)       Oppenheimer VA Core Bond Sub-Account                
MIST T. Rowe Price Mid Cap Growth Sub-Account            Oppenheimer VA Main Street Small Cap Sub-Account (a)
MIST TCW Core Fixed Income Sub-Account (b)               Oppenheimer VA Main Street Sub-Account              
MIST WMC Large Cap Research Sub-Account (a)              Oppenheimer VA Money Sub-Account                    
MSF Baillie Gifford International Stock Sub-Account (a)  PIMCO VIT CommodityRealReturn Strategy              
MSF Barclays Aggregate Bond Index Sub-Account (a)          Sub-Account                                       
MSF BlackRock Bond Income Sub-Account (a)                PIMCO VIT Emerging Markets Bond Sub-Account         
MSF BlackRock Capital Appreciation Sub-Account (a)       PIMCO VIT Unconstrained Bond Sub-Account            
MSF BlackRock Large Cap Value Sub-Account (a)            Pioneer VCT Mid Cap Value Sub-Account               
MSF BlackRock Money Market Sub-Account (a)               Pioneer VCT Real Estate Shares Sub-Account          
MSF Frontier Mid Cap Growth Sub-Account                  T. Rowe Price Growth Stock Sub-Account              
MSF Jennison Growth Sub-Account (a)                      T. Rowe Price International Stock Sub-Account       
MSF Loomis Sayles Small Cap Core Sub-Account             T. Rowe Price Prime Reserve Sub-Account             
MSF Loomis Sayles Small Cap Growth Sub-Account           TAP 1919 Variable Socially Responsive Balanced      
MSF Met/Artisan Mid Cap Value Sub-Account (a)              Sub-Account                                       
MSF Met/Dimensional International Small Company          UIF Global Infrastructure Sub-Account               
   Sub-Account                                           Van Eck VIP Long/Short Equity Index Sub-Account     
MSF MetLife Asset Allocation 20 Sub-Account                                                                  

(a) This Sub-Account invests in two or more share classes within the underlying 
portfolio, series or fund of the Trusts.                                
(b) This Sub-Account began operations during the year ended December 31,        
2015.                                                                   

B. The following Sub-Accounts had no net assets as of December 31, 2015:        

Janus Aspen Global Research Sub-Account                                         
Oppenheimer VA Global Strategic Income Sub-Account                              

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

3.  PORTFOLIO CHANGES                                                           

The operations of the Sub-Accounts were affected by the following changes that  
occurred during the year ended December 31, 2015:                               

NAME CHANGES:                                                                   

                                                        [Enlarge/Download Table]
                                                                                                            
Former Name                                             New Name                                            

ClearBridge Variable Equity Income Portfolio            ClearBridge Variable Dividend Strategy Portfolio    
Deutsche International VIP Portfolio                    Deutsche CROCI International VIP Portfolio          
Fidelity VIP Money Market Portfolio                     Fidelity VIP Government Money Market Portfolio      
Legg Mason Variable Lifestyle Allocation 50% Portfolio  QS Legg Mason Variable Conservative Growth Portfolio
Legg Mason Variable Lifestyle Allocation 70% Portfolio  QS Legg Mason Variable Moderate Growth Portfolio    
Legg Mason Variable Lifestyle Allocation 85% Portfolio  QS Legg Mason Variable Growth Portfolio             
(MIST) AllianceBernstein Global Dynamic Allocation      (MIST) AB Global Dynamic Allocation Portfolio       
   Portfolio                                                                                                
(MIST) SSgA Growth and Income ETF Portfolio             (MIST) SSGA Growth and Income ETF Portfolio         
(MIST) SSgA Growth ETF Portfolio                        (MIST) SSGA Growth ETF Portfolio                    

4.  SIGNIFICANT ACCOUNTING POLICIES                                             

BASIS OF ACCOUNTING                                                             
The financial statements have been prepared in accordance with accounting       
principles generally accepted in the United States of America ("GAAP")          
applicable for variable annuity separate accounts registered as unit investment 
trusts, which follow the accounting and reporting guidance in Financial         
Accounting Standards Board ACCOUNTING STANDARDS CODIFICATION TOPIC 946.         

SECURITY TRANSACTIONS                                                           
Security transactions are recorded on a trade date basis. Realized gains and    
losses on the sales of investments are computed on the basis of the average     
cost of the investment sold. Income from dividends and realized gain            
distributions are recorded on the ex-distribution date.                         

SECURITY VALUATION                                                              
A Sub-Account's investment in shares of a portfolio, series or fund of the      
Trusts is valued at fair value based on the closing net asset value ("NAV") or  
price per share as determined by the Trusts as of the end of the year. All      
changes in fair value are recorded as changes in unrealized gains (losses) on   
investments in the statements of operations of the applicable Sub-Accounts.     

The Separate Account defines fair value as the price that would be received to  
sell an asset or paid to transfer a liability (an exit price) in the principal  
or most advantageous market for the asset or liability in an orderly            
transaction between market participants on the measurement date. The Separate   
Account prioritizes the inputs to fair valuation techniques and allows for the  
use of unobservable inputs to the extent that observable inputs are not         
available. The Separate Account has categorized its assets based on the         
priority of the inputs to the respective valuation technique. The fair value    
hierarchy gives the highest priority to quoted prices in active markets for     
identical assets (Level 1) and the lowest priority to unobservable inputs       
(Level 3). An asset's classification within the fair value hierarchy is based   
on the lowest level of significant input to its valuation. The input levels are 
as follows:                                                                     

Level 1     Unadjusted quoted prices in active markets for identical assets     
that the Separate Account has the ability to access.    
Level 2     Observable inputs other than quoted prices in Level 1 that are      
          observable either directly or indirectly. These inputs may include
           quoted prices for the identical instrument on an inactive market or
prices for similar instruments.                         
Level 3     Unobservable inputs that are supported by little or no market       
     activity and are significant to the fair value of the assets,
     representing the Separate Account's own assumptions about the
        assumptions a market participant would use in valuing the asset,
and based on the best information available.            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

4.  SIGNIFICANT ACCOUNTING POLICIES -- (CONCLUDED)                              

SECURITY VALUATION -- (CONCLUDED)                                               
Each Sub-Account invests in shares of open-end mutual funds which calculate a   
daily NAV based on the fair value of the underlying securities in their         
portfolios. As a result, and as required by law, shares of open-end mutual      
funds are purchased and redeemed at their quoted daily NAV as reported by the   
Trusts at the close of each business day. On that basis, the inputs used to     
value all shares held by the Separate Account, which are measured at fair value 
on a recurring basis, are classified as Level 2. There were no transfers        
between Level 1 and Level 2, and no activity in Level 3 during the year.        

FEDERAL INCOME TAXES                                                            
The operations of the Separate Account form a part of the total operations of   
the Company and are not taxed separately. The Company is taxed as a life        
insurance company under the provisions of the Internal Revenue Code ("IRC").    
Under the current provisions of the IRC, the Company does not expect to incur   
federal income taxes on the earnings of the Separate Account to the extent the  
earnings are credited under the Contracts. Accordingly, no charge is currently  
being made to the Separate Account for federal income taxes. The Company will   
periodically review the status of this policy in the event of changes in the    
tax law. A charge may be made in future years for any federal income taxes that 
would be attributable to the Contracts.                                         

ANNUITY PAYOUTS                                                                 
Net assets allocated to Contracts in the payout period are computed according   
to industry standard mortality tables. The assumed investment return is between 
3.0 and 6.0 percent. The mortality risk is fully borne by the Company and may   
result in additional amounts being transferred into the Separate Account by the 
Company to cover greater longevity of annuitants than expected. Conversely, if  
amounts allocated exceed amounts required, transfers may be made to the         
Company.                                                                        

PURCHASE PAYMENTS                                                               
Purchase payments received from contract owners by the Company are credited as  
accumulation units as of the end of the valuation period in which received, as  
provided in the prospectus of the Contracts, and are reported as contract       
transactions on the statements of changes in net assets of the applicable       
Sub-Accounts.                                                                   

NET TRANSFERS                                                                   
Funds transferred by the contract owner into or out of Sub-Accounts within the  
Separate Account or into or out of the fixed account, which is part of the      
Company's general account, are recorded on a net basis as net transfers in the  
statements of changes in net assets of the applicable Sub-Accounts.             

USE OF ESTIMATES                                                                
The preparation of financial statements in accordance with GAAP requires        
management to make estimates and assumptions that affect amounts reported       
herein. Actual results could differ from these estimates.                       

5.  EXPENSES AND RELATED PARTY TRANSACTIONS                                     

The following annual Separate Account charges paid to the Company are           
asset-based charges assessed through a daily reduction in unit values, which    
are recorded as expenses in the accompanying statements of operations of the    
applicable Sub-Accounts:                                                        

    Mortality and Expense Risk -- The mortality risk assumed by the Company is
    the risk that those insured may die sooner than anticipated and therefore,
 the Company will pay an aggregate amount of death benefits greater than
  anticipated. The expense risk assumed is the risk that expenses incurred
in issuing and administering the Contracts will exceed the amounts    
  realized from the administrative charges assessed against the Contracts.
In addition, the charge compensates the Company for the risk that the 
    investor may live longer than estimated and the Company would be obligated
to pay more in income payments than anticipated.                      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

5.  EXPENSES AND RELATED PARTY TRANSACTIONS -- (CONTINUED)                      

   Administrative -- The Company has responsibility for the administration
    of the Contracts and the Separate Account. Generally, the administrative
 charge is related to the maintenance, including distribution, of each
contract and the Separate Account.                                  

     Optional Death Benefit Rider -- For an additional charge, the total death
   benefit payable may be increased based on increases in account value of
the Contracts.                                                      

Distribution Expense -- The risk that surrender charges will be     
 insufficient to cover the actual costs of distribution which includes
commissions, fees, registration costs, direct and indirect selling  
expenses.                                                           

    Guaranteed Minimum Accumulation Benefit -- For an additional charge, the
  Company will guarantee that the contract value will not be less than a
guaranteed minimum amount at the end of a specified number of years.

   Guaranteed Withdrawal Benefit for Life -- For an additional charge that
includes the Mortality and Expense Risk charge and a Guaranteed     
     Withdrawal Benefit, the Company will guarantee the periodic return on the
investment for life of a single annuitant or joint annuitants.      

  Earnings Preservation Benefit -- For an additional charge, the Company
will provide this additional death benefit.                         

   The table below represents the range of effective annual rates for each
respective charge for the year ended December 31, 2015:             

                                                        [Enlarge/Download Table]
                                                                                                                            
----------------------------------------------------------------------------------------------------------------------------
 Mortality and Expense Risk                                                                                 0.70% - 2.05%   
----------------------------------------------------------------------------------------------------------------------------
 Administrative                                                                                             0.10% - 0.25%   
----------------------------------------------------------------------------------------------------------------------------
 Optional Death Benefit Rider                                                                               0.15% - 0.35%   
----------------------------------------------------------------------------------------------------------------------------
 Distribution Expense                                                                                       0.10%           
----------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Accumulation Benefit                                                                    1.50%           
----------------------------------------------------------------------------------------------------------------------------
 Guaranteed Withdrawal Benefit for Life                                                                     1.90% - 2.05%   
----------------------------------------------------------------------------------------------------------------------------
 Earnings Preservation Benefit                                                                              0.25%           
----------------------------------------------------------------------------------------------------------------------------

    The above referenced charges may not necessarily correspond to the costs
associated with providing the services or benefits indicated by the 
   designation of the charge or associated with a particular contract. The
    range of effective rates disclosed above excludes any waivers granted to
certain Sub-Accounts.                                               

The following optional rider charges paid to the Company are charged at each    
contract anniversary date through the redemption of units and are recorded as   
contract charges in the accompanying statements of changes in net assets of the 
applicable Sub-Accounts:                                                        

    Guaranteed Minimum Accumulation Benefit -- For an additional charge, the
  Company will guarantee that the contract value will not be less than a
guaranteed minimum amount at the end of a specified number of years.

  Lifetime Withdrawal Guarantee -- For an additional charge, the Company
will guarantee minimum withdrawals for life regardless of market    
conditions.                                                         

  Guaranteed Withdrawal Benefit -- For an additional charge, the Company
will guarantee minimum withdrawals regardless of market conditions. 

Guaranteed Minimum Income Benefit -- For an additional charge, the  
Company will guarantee a minimum payment regardless of market       
conditions.                                                         

Enhanced Death Benefit -- For an additional charge, the Company will
  guarantee a death benefit equal to the greater of the account value or
the higher of two death benefit bases.                              

   Enhanced Guaranteed Withdrawal Benefit -- For an additional charge, the
Company will guarantee that at least the entire amount of purchase  
payments will be returned through a series of withdrawals without   
annuitizing.                                                        

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

5.  EXPENSES AND RELATED PARTY TRANSACTIONS -- (CONCLUDED)                      

   The table below represents the range of effective annual rates for each
respective charge for the year ended December 31, 2015:             

                                                        [Enlarge/Download Table]
                                                                                                                         
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Accumulation Benefit                                                                 0.75%           
-------------------------------------------------------------------------------------------------------------------------
 Lifetime Withdrawal Guarantee                                                                           0.50% - 1.70%   
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Withdrawal Benefit                                                                           0.25% - 1.80%   
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Income Benefit                                                                       0.50% - 1.15%   
-------------------------------------------------------------------------------------------------------------------------
 Enhanced Death Benefit                                                                                  0.60% - 1.35%   
-------------------------------------------------------------------------------------------------------------------------
 Enhanced Guaranteed Withdrawal Benefit                                                                  0.55% - 1.00%   
-------------------------------------------------------------------------------------------------------------------------

    The above referenced charges may not necessarily correspond to the costs
associated with providing the services or benefits indicated by the 
designation of the charge or associated with a particular contract. 

A contract maintenance fee ranging from $30 to $40 is assessed on an annual     
basis for Contracts with a value of less than $50,000. A transfer fee ranging   
from $0 to $25 may be deducted after twelve transfers are made in a contract    
year or, for certain contracts, 2% of the amount transferred from the contract  
value, if less. For certain Contracts, an administrative charge is also         
assessed which ranges from $12 to $29.50 for each Sub-Account in which the      
contract owner invests (waived if purchase payments equal or exceed $2,000 in   
the year, or if the account value is $10,000 or more at year end). For other    
Contracts, the administrative charge is $21.50 plus $2.50 for each Sub-Account  
selected, subject to the same waiver terms. In addition, the Contracts impose a 
surrender charge which ranges from 0% to 9% if the contract is partially or     
fully surrendered within the specified surrender charge period. For certain     
Contracts, a transaction charge of the lesser of $10 or 2% of the surrender is  
imposed on surrenders and a $10 charge is assessed for annuitizations. These    
charges are paid to the Company and recorded as contract charges in the         
accompanying statements of changes in net assets of the applicable              
Sub-Accounts.                                                                   

The MIST and MSF Trusts currently offer shares of their portfolios only to      
separate accounts established by the Company and other affiliated life          
insurance companies, and are managed by MetLife Advisers, LLC ("MetLife         
Advisers"), an affiliate of the Company. MetLife Advisers is also the           
investment adviser to the portfolios of the MIST and MSF Trusts.                

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS                                                   

                                                        [Enlarge/Download Table]

                                                                                                   FOR THE YEAR ENDED       
                                                                AS OF DECEMBER 31, 2015             DECEMBER 31, 2015       
                                                           -------------------------------  --------------------------------
                                                                                                COST OF          PROCEEDS   
                                                               SHARES          COST ($)      PURCHASES ($)    FROM SALES ($)
                                                           -------------     -------------  --------------    --------------
                                                                                                                            
Alger Small Cap Growth Sub-Account........................     2,355,066        63,230,291     14,378,495          7,710,796
American Funds Bond Sub-Account...........................    13,848,018       148,136,456     13,072,626         12,884,479
American Funds Global Growth Sub-Account..................    11,479,552       259,370,639     36,423,899         35,777,060
American Funds Global Small Capitalization Sub-Account....     4,734,263        96,212,103     13,833,933         14,335,412
American Funds Growth Sub-Account.........................    11,140,425       631,373,024    171,472,025        122,256,344
American Funds Growth-Income Sub-Account..................     7,958,496       305,334,067     62,606,723         40,545,837
BlackRock Global Allocation V.I. Sub-Account..............       120,164         1,685,370      1,708,559             31,985
Deutsche I CROCI International Sub-Account................     1,747,776        17,400,918        989,610          2,027,079
Federated High Income Bond Sub-Account....................         3,936            27,557          1,489                698
Federated Kaufman Sub-Account.............................         2,753            39,439          6,922              2,334
Fidelity VIP Asset Manager Sub-Account....................     4,830,719        74,719,511      7,432,256          9,603,851
Fidelity VIP Contrafund Sub-Account.......................    17,226,912       447,161,128     80,233,934         73,105,222
Fidelity VIP Equity-Income Sub-Account....................       242,382         5,459,115        686,031            515,628
Fidelity VIP FundsManager 50% Sub-Account.................   371,873,644     4,381,466,033  1,079,415,286         28,130,144
Fidelity VIP FundsManager 60% Sub-Account.................   333,518,033     3,324,168,601    319,226,940        326,627,104
Fidelity VIP Government Money Market Sub-Account..........    49,654,026        49,654,026    214,882,162        216,175,794
Fidelity VIP Growth Sub-Account...........................     2,447,543        95,074,592      6,238,361         18,991,462
Fidelity VIP Index 500 Sub-Account........................       301,430        39,631,209      1,320,771          8,883,075
Fidelity VIP Mid Cap Sub-Account..........................    12,607,119       376,704,644     55,223,784         40,357,611
Fidelity VIP Overseas Sub-Account.........................       241,918         4,431,293        208,962            661,206
FTVIPT Franklin Income VIP Sub-Account....................    17,838,182       269,353,824     15,932,938         24,835,508
FTVIPT Franklin Mutual Shares VIP Sub-Account.............     6,677,684       117,476,711     14,265,416         18,711,725
FTVIPT Franklin Small Cap Value VIP Sub-Account...........     6,278,204       106,432,174     20,500,049          8,675,899
FTVIPT Templeton Foreign VIP Sub-Account..................     5,000,181        74,818,868      8,417,023          6,791,064
FTVIPT Templeton Global Bond VIP Sub-Account..............    14,090,743       258,392,860     23,316,811         19,951,628
Invesco V.I. American Franchise Sub-Account...............           261            14,493          2,369              3,166
Invesco V.I. Core Equity Sub-Account......................         5,064           134,103         21,748             50,446
Invesco V.I. Equity and Income Sub-Account................    38,323,734       554,012,164     79,369,995         50,724,279
Invesco V.I. Growth and Income Sub-Account................           332             6,025          1,245                220
Invesco V.I. International Growth Sub-Account.............     7,759,970       211,494,664      6,809,371         16,238,646
Ivy Funds VIP Asset Strategy Sub-Account..................        38,262           377,484        337,509              4,875
LMPVET ClearBridge Variable Aggressive Growth                                                                               
  Sub-Account.............................................    11,449,074       218,687,230     44,318,103         21,671,149
LMPVET ClearBridge Variable Appreciation Sub-Account......    11,563,347       297,140,955     19,313,650         36,226,822
LMPVET ClearBridge Variable Dividend Strategy                                                                               
  Sub-Account.............................................    12,389,916       143,095,024      8,598,187         15,460,650
LMPVET ClearBridge Variable Large Cap Growth                                                                                
  Sub-Account.............................................       184,088         3,342,169        633,413          1,287,819
LMPVET ClearBridge Variable Large Cap Value Sub-Account...       421,201         7,154,101      1,388,095          1,940,924
LMPVET ClearBridge Variable Small Cap Growth                                                                                
  Sub-Account.............................................     4,849,452        85,464,744      4,887,578         11,925,433
LMPVET Permal Alternative Select VIT Sub-Account..........     1,085,601        10,958,708     10,339,484             21,046
LMPVET QS Legg Mason Variable Conservative Growth                                                                           
  Sub-Account.............................................     2,717,825        34,138,089      3,812,743          6,641,794
LMPVET QS Legg Mason Variable Growth Sub-Account..........     5,923,610        73,275,861     12,292,737          8,652,189
LMPVET QS Legg Mason Variable Moderate Growth                                                                               
  Sub-Account.............................................        91,574         1,033,097         31,688            639,181
LMPVIT Western Asset Variable Global High Yield Bond                                                                        
  Sub-Account.............................................    13,268,235       106,937,599      7,331,659         10,244,244
MFS VIT Investors Trust Sub-Account.......................           334             6,652          1,088                765
MFS VIT New Discovery Sub-Account.........................         2,537            39,044          1,295                582
MFS VIT Research Sub-Account..............................           982            17,782          2,213                585
MIST AB Global Dynamic Allocation Sub-Account.............   288,512,336     2,919,562,798    260,836,817        223,104,319

(a)  Commenced November 19, 2014 and began transactions in 2015.                
(b)  For the period May 1, 2015 to December 31, 2015.                           

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS -- (CONTINUED)                                    

                                                        [Enlarge/Download Table]

                                                                                                   FOR THE YEAR ENDED       
                                                                AS OF DECEMBER 31, 2015             DECEMBER 31, 2015       
                                                            ------------------------------  --------------------------------
                                                                                                COST OF          PROCEEDS   
                                                               SHARES           COST ($)     PURCHASES ($)    FROM SALES ($)
                                                            -------------    -------------  --------------    --------------
                                                                                                                            
MIST Allianz Global Investors Dynamic Multi-Asset Plus                                                                      
  Sub-Account..............................................     5,920,933       62,871,167     44,540,840           598,037 
MIST American Funds Balanced Allocation Sub-Account........   312,104,374    2,841,982,768    227,325,371       288,560,524 
MIST American Funds Growth Allocation Sub-Account..........   183,397,189    1,563,853,828    167,031,275       126,070,038 
MIST American Funds Growth Sub-Account.....................    52,907,778      471,460,074     79,315,113        64,917,625 
MIST American Funds Moderate Allocation Sub-Account........   158,822,590    1,476,078,863    104,883,641       174,155,461 
MIST AQR Global Risk Balanced Sub-Account..................   290,506,782    3,059,376,698    433,594,405       308,707,771 
MIST BlackRock Global Tactical Strategies Sub-Account......   496,435,880    4,905,277,414    325,778,125       319,069,872 
MIST BlackRock High Yield Sub-Account......................    29,547,286      241,598,082     49,935,479        47,109,047 
MIST Clarion Global Real Estate Sub-Account................    24,620,287      280,578,869     17,278,764        42,865,609 
MIST ClearBridge Aggressive Growth Sub-Account.............    34,363,255      345,778,882     39,512,396        90,085,220 
MIST Goldman Sachs Mid Cap Value Sub-Account...............    12,472,799      165,934,368     46,523,802        30,587,208 
MIST Harris Oakmark International Sub-Account..............    45,158,699      648,599,666    109,629,939        69,903,628 
MIST Invesco Balanced-Risk Allocation Sub-Account..........    84,648,132      873,291,275    121,666,512        58,313,665 
MIST Invesco Comstock Sub-Account..........................    50,308,258      592,057,144     51,225,077        71,700,737 
MIST Invesco Mid Cap Value Sub-Account.....................    14,120,348      236,999,707     41,798,086        18,328,248 
MIST Invesco Small Cap Growth Sub-Account..................    20,461,190      296,713,941     95,143,203        29,839,297 
MIST JPMorgan Core Bond Sub-Account........................    33,204,964      347,591,755     31,324,503        39,338,685 
MIST JPMorgan Global Active Allocation Sub-Account.........    90,405,180      985,230,242    196,958,449        38,121,134 
MIST JPMorgan Small Cap Value Sub-Account..................     1,528,136       21,546,244      3,305,310         3,687,274 
MIST Loomis Sayles Global Markets Sub-Account..............    10,803,168      128,690,247      8,777,019        24,580,444 
MIST Lord Abbett Bond Debenture Sub-Account................    17,430,948      214,320,076     42,083,741        50,886,390 
MIST Met/Artisan International Sub-Account (a).............        12,610          125,033        135,399             9,602 
MIST Met/Eaton Vance Floating Rate Sub-Account.............     6,533,577       67,764,150      9,340,487        16,238,390 
MIST Met/Franklin Low Duration Total Return Sub-Account....    16,525,442      164,324,813     30,507,040        39,519,046 
MIST Met/Templeton International Bond Sub-Account..........     4,282,038       49,373,238      6,435,555         5,589,698 
MIST MetLife Asset Allocation 100 Sub-Account..............    45,918,511      489,142,043     61,521,639        61,922,073 
MIST MetLife Balanced Plus Sub-Account.....................   644,431,730    6,613,133,710    662,144,626       407,850,330 
MIST MetLife Multi-Index Targeted Risk Sub-Account.........    54,546,593      630,215,516    246,983,041         2,764,956 
MIST MetLife Small Cap Value Sub-Account...................    18,899,246      266,621,503    100,132,135        42,565,106 
MIST MFS Emerging Markets Equity Sub-Account...............    45,249,982      437,241,988     34,510,262        30,147,263 
MIST MFS Research International Sub-Account................    26,245,169      284,876,446     20,404,499        24,547,796 
MIST Morgan Stanley Mid Cap Growth Sub-Account.............    14,562,115      157,094,455      5,038,569        13,766,717 
MIST Oppenheimer Global Equity Sub-Account.................     3,202,483       56,260,471      2,530,473        10,510,744 
MIST PanAgora Global Diversified Risk Sub-Account..........     2,195,832       22,668,341     14,204,563         1,790,375 
MIST PIMCO Inflation Protected Bond Sub-Account............    68,786,884      751,593,799     45,925,286        88,368,243 
MIST PIMCO Total Return Sub-Account........................   140,389,103    1,654,651,441    175,985,035       293,803,806 
MIST Pioneer Fund Sub-Account..............................    22,046,448      292,593,443     43,253,920        31,796,616 
MIST Pioneer Strategic Income Sub-Account..................    87,455,977      927,996,105    112,105,542       101,414,610 
MIST Pyramis Government Income Sub-Account.................    61,476,853      659,420,980    126,643,040       144,217,112 
MIST Pyramis Managed Risk Sub-Account......................    32,529,415      359,164,091    215,549,683         8,786,462 
MIST Schroders Global Multi-Asset Sub-Account..............    49,944,342      548,231,348    111,532,405        12,859,590 
MIST SSGA Growth and Income ETF Sub-Account................   119,135,707    1,305,264,133    120,027,651       143,349,952 
MIST SSGA Growth ETF Sub-Account...........................    41,388,322      435,694,559     60,261,483        47,114,956 
MIST T. Rowe Price Large Cap Value Sub-Account.............    21,099,963      563,746,478     32,408,601       113,740,644 
MIST T. Rowe Price Mid Cap Growth Sub-Account..............    45,093,243      401,076,245     93,058,605        95,044,351 
MIST TCW Core Fixed Income Sub-Account (b).................         7,357           73,381         75,093             1,708 
MIST WMC Large Cap Research Sub-Account....................     1,128,198       11,283,489      1,965,363         3,043,022 
MSF Baillie Gifford International Stock Sub-Account........    24,415,270      229,188,357     10,842,768        39,778,776 
MSF Barclays Aggregate Bond Index Sub-Account..............    22,956,517      250,608,195     57,821,825        19,607,697 
MSF BlackRock Bond Income Sub-Account......................       658,083       70,367,938     17,395,664         9,154,403 
MSF BlackRock Capital Appreciation Sub-Account.............       392,380       11,511,002      4,375,193         3,117,970 
MSF BlackRock Large Cap Value Sub-Account..................       493,277        4,983,246      1,395,446           747,110 

(a)  Commenced November 19, 2014 and began transactions in 2015.                
(b)  For the period May 1, 2015 to December 31, 2015.                           

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS -- (CONCLUDED)                                    

                                                        [Enlarge/Download Table]

                                                                                                   FOR THE YEAR ENDED      
                                                                AS OF DECEMBER 31, 2015             DECEMBER 31, 2015      
                                                            ------------------------------  -------------------------------
                                                                                                COST OF         PROCEEDS   
                                                               SHARES          COST ($)      PURCHASES ($)   FROM SALES ($)
                                                            -------------    -------------  --------------   --------------
                                                                                                                           
MSF BlackRock Money Market Sub-Account.....................     3,985,912      398,591,067    126,936,904       124,232,397
MSF Frontier Mid Cap Growth Sub-Account....................     2,368,323       71,567,919     21,615,506        20,608,328
MSF Jennison Growth Sub-Account............................    33,154,108      403,712,116     85,538,611        87,065,387
MSF Loomis Sayles Small Cap Core Sub-Account...............        52,980       12,359,178      2,471,795         1,441,372
MSF Loomis Sayles Small Cap Growth Sub-Account.............        26,451          361,787         99,229            20,342
MSF Met/Artisan Mid Cap Value Sub-Account..................       938,791      203,304,308     34,251,406        31,760,729
MSF Met/Dimensional International Small Company                                                                            
  Sub-Account..............................................     4,895,964       69,435,146     20,981,412         8,454,738
MSF MetLife Asset Allocation 20 Sub-Account................     6,043,200       67,790,811     43,980,658        17,026,698
MSF MetLife Asset Allocation 40 Sub-Account................   360,316,603    4,387,861,298    277,146,048       711,586,494
MSF MetLife Asset Allocation 60 Sub-Account................   535,955,717    6,928,365,464    503,014,284       786,519,114
MSF MetLife Asset Allocation 80 Sub-Account................   417,674,600    5,909,872,568    309,678,085       608,169,393
MSF MetLife Mid Cap Stock Index Sub-Account................     7,146,688      105,296,144     20,161,196        13,603,764
MSF MetLife Stock Index Sub-Account........................    12,930,300      415,907,673     75,229,942       103,398,431
MSF MFS Total Return Sub-Account...........................       253,745       36,901,507      4,688,949         6,945,006
MSF MFS Value Sub-Account..................................    16,687,326      248,580,734     78,309,212        38,864,054
MSF MSCI EAFE Index Sub-Account............................     8,403,413      100,466,896     21,980,550        17,998,800
MSF Neuberger Berman Genesis Sub-Account...................     7,403,566      106,719,568      6,552,183        25,349,227
MSF Russell 2000 Index Sub-Account.........................     7,366,854      110,885,945     28,464,068        28,108,785
MSF T. Rowe Price Large Cap Growth Sub-Account.............    10,418,721      221,668,115    102,485,751        22,088,341
MSF T. Rowe Price Small Cap Growth Sub-Account.............       551,452        9,888,921      4,797,316         2,163,411
MSF Van Eck Global Natural Resources Sub-Account...........     9,916,815      129,097,399     26,080,154         8,835,440
MSF Western Asset Management Strategic Bond                                                                                
  Opportunities Sub-Account................................        15,679          202,336        192,611             2,901
MSF Western Asset Management U.S. Government                                                                               
  Sub-Account..............................................    22,655,758      272,194,206     23,994,098        27,146,620
MSF WMC Core Equity Opportunities Sub-Account..............    18,746,732      530,760,360    207,247,955        96,052,317
Neuberger Berman Genesis Sub-Account.......................           134            5,390            680             1,866
Oppenheimer VA Core Bond Sub-Account.......................           971            9,795            328               943
Oppenheimer VA Main Street Small Cap Sub-Account...........     5,189,900       91,354,051     19,896,137        11,672,920
Oppenheimer VA Main Street Sub-Account.....................         3,576           80,459         21,692             9,674
Oppenheimer VA Money Sub-Account...........................         3,600            3,600              1               203
PIMCO VIT CommodityRealReturn Strategy Sub-Account.........        36,301          308,268        330,596            32,559
PIMCO VIT Emerging Markets Bond Sub-Account................        34,772          434,957        442,008            21,500
PIMCO VIT Unconstrained Bond Sub-Account...................        28,416          295,373        304,485            13,549
Pioneer VCT Mid Cap Value Sub-Account......................     3,421,946       62,349,215      9,778,379         7,760,645
Pioneer VCT Real Estate Shares Sub-Account.................        12,326          197,573         55,051            43,337
T. Rowe Price Growth Stock Sub-Account.....................       131,550        4,757,107      1,086,203         1,841,171
T. Rowe Price International Stock Sub-Account..............        27,340          389,753         77,733           278,418
T. Rowe Price Prime Reserve Sub-Account....................       497,039          497,039        426,631           443,807
TAP 1919 Variable Socially Responsive Balanced                                                                             
  Sub-Account..............................................         8,211          214,678         46,822            58,958
UIF Global Infrastructure Sub-Account......................        49,040          398,502        413,926            21,414
Van Eck VIP Long/Short Equity Index Sub-Account............        10,780          267,079        274,098            23,141

(a)  Commenced November 19, 2014 and began transactions in 2015.                
(b)  For the period May 1, 2015 to December 31, 2015.                           

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS                                                          
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]


                                       ALGER SMALL CAP GROWTH             AMERICAN FUNDS BOND         AMERICAN FUNDS GLOBAL GROWTH  
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014            2015             2014             2015            2014     
                                   --------------  ---------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........       3,970,857        4,387,118        8,333,829       8,361,945        8,193,931       8,333,553
Units issued and transferred                                                                                                        
   from other funding options....         111,356          162,051          957,597       1,138,757          545,519         958,883
Units redeemed and transferred to                                                                                                   
   other funding options.........       (573,381)        (578,312)      (1,131,437)     (1,166,873)      (1,258,668)     (1,098,505)
                                   --------------  ---------------  ---------------  --------------  ---------------  --------------
Units end of year................       3,508,832        3,970,857        8,159,989       8,333,829        7,480,782       8,193,931
                                   ==============  ===============  ===============  ==============  ===============  ==============


                                           AMERICAN FUNDS                                                                           
                                     GLOBAL SMALL CAPITALIZATION          AMERICAN FUNDS GROWTH                                     
                                             SUB-ACCOUNT                       SUB-ACCOUNT                                          
                                   -------------------------------  --------------------------------                                
                                         2015            2014             2015            2014                                      
                                   ---------------  --------------  ---------------  ---------------                                

                                                                                                                                    
Units beginning of year..........        3,297,014       3,375,743        3,527,704        3,937,244                                
Units issued and transferred                                                                                                        
   from other funding options....          395,266         375,100           54,060          132,323                                
Units redeemed and transferred to                                                                                                   
   other funding options.........        (568,586)       (453,829)        (506,207)        (541,863)                                
                                   ---------------  --------------  ---------------  ---------------                                
Units end of year................        3,123,694       3,297,014        3,075,557        3,527,704                                
                                   ===============  ==============  ===============  ===============                                



                                    AMERICAN FUNDS GROWTH-INCOME                                                                    
                                             SUB-ACCOUNT                                                                            
                                   -------------------------------                                                                  
                                        2015             2014                                                                       
                                   --------------  ---------------                                                                  

                                                                                                                                    
Units beginning of year..........       2,378,568        2,581,885                                                                  
Units issued and transferred                                                                                                        
   from other funding options....         137,901          209,589                                                                  
Units redeemed and transferred to                                                                                                   
   other funding options.........       (336,676)        (412,906)                                                                  
                                   --------------  ---------------                                                                  
Units end of year................       2,179,793        2,378,568                                                                  
                                   ==============  ===============                                                                  

                                                        [Enlarge/Download Table]

                                   BLACKROCK GLOBAL ALLOCATION V.I.   DEUTSCHE I CROCI INTERNATIONAL  
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                   ---------------------------------  --------------------------------
                                         2015           2014 (a)           2015             2014      
                                   ---------------  ---------------   ---------------  ---------------

                                                                                                      
Units beginning of year..........              402               --         1,732,959        1,888,612
Units issued and transferred                                                                          
   from other funding options....           92,990              402            95,371          102,848
Units redeemed and transferred to                                                                     
   other funding options.........         (16,023)               --         (264,570)        (258,501)
                                   ---------------  ---------------   ---------------  ---------------
Units end of year................           77,369              402         1,563,760        1,732,959
                                   ===============  ===============   ===============  ===============


                                      FEDERATED HIGH INCOME BOND             FEDERATED KAUFMAN        
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                   --------------------------------  -------------------------------- 
                                        2015              2014             2015             2014      
                                   ---------------  ---------------  ---------------  --------------- 

                                                                                                      
Units beginning of year..........            2,534            2,545            5,676            5,836 
Units issued and transferred                                                                          
   from other funding options....               --               --               --               -- 
Units redeemed and transferred to                                                                     
   other funding options.........             (31)             (11)            (185)            (160) 
                                   ---------------  ---------------  ---------------  --------------- 
Units end of year................            2,503            2,534            5,491            5,676 
                                   ===============  ===============  ===============  =============== 


                                      FIDELITY VIP ASSET MANAGER         FIDELITY VIP CONTRAFUND      
                                              SUB-ACCOUNT                      SUB-ACCOUNT            
                                   --------------------------------  -------------------------------- 
                                         2015            2014             2015             2014       
                                   ---------------  ---------------  ---------------  --------------- 

                                                                                                      
Units beginning of year..........        5,426,360        5,885,530       20,382,633       17,717,451 
Units issued and transferred                                                                          
   from other funding options....          153,576          170,327        3,996,402        5,468,074 
Units redeemed and transferred to                                                                     
   other funding options.........        (659,083)        (629,497)      (2,725,988)      (2,802,892) 
                                   ---------------  ---------------  ---------------  --------------- 
Units end of year................        4,920,853        5,426,360       21,653,047       20,382,633 
                                   ===============  ===============  ===============  =============== 

                                                        [Enlarge/Download Table]


                                     FIDELITY VIP EQUITY-INCOME       FIDELITY VIP FUNDSMANAGER 50%                                 
                                             SUB-ACCOUNT                       SUB-ACCOUNT                                          
                                   --------------------------------  --------------------------------                               
                                        2015             2014             2015             2014                                     
                                   ---------------  ---------------  ---------------  ---------------                               

                                                                                                                                    
Units beginning of year..........          303,711          341,560      268,426,412      158,954,030                               
Units issued and transferred                                                                                                        
   from other funding options....              911            3,835       83,556,244      117,006,306                               
Units redeemed and transferred to                                                                                                   
   other funding options.........         (24,435)         (41,684)     (11,580,065)      (7,533,924)                               
                                   ---------------  ---------------  ---------------  ---------------                               
Units end of year................          280,187          303,711      340,402,591      268,426,412                               
                                   ===============  ===============  ===============  ===============                               


                                                                         FIDELITY VIP GOVERNMENT                                    
                                    FIDELITY VIP FUNDSMANAGER 60%             MONEY MARKET                 FIDELITY VIP GROWTH      
                                             SUB-ACCOUNT                       SUB-ACCOUNT                     SUB-ACCOUNT          
                                   --------------------------------  ------------------------------  -------------------------------
                                        2015             2014             2015            2014            2015             2014     
                                   ---------------  ---------------  --------------  --------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........      319,425,019      333,151,686       5,894,288       8,307,410       7,538,876        8,194,380
Units issued and transferred                                                                                                        
   from other funding options....          457,348          415,030     107,299,143     142,794,372         221,157          316,464
Units redeemed and transferred to                                                                                                   
   other funding options.........     (20,236,300)     (14,141,697)   (107,428,684)   (145,207,494)       (917,475)        (971,968)
                                   ---------------  ---------------  --------------  --------------  --------------  ---------------
Units end of year................      299,646,067      319,425,019       5,764,747       5,894,288       6,842,558        7,538,876
                                   ===============  ===============  ==============  ==============  ==============  ===============



                                        FIDELITY VIP INDEX 500                                                                      
                                              SUB-ACCOUNT                                                                           
                                   --------------------------------                                                                 
                                         2015             2014                                                                      
                                   ---------------  ---------------                                                                 

                                                                                                                                    
Units beginning of year..........        2,778,454        3,091,556                                                                 
Units issued and transferred                                                                                                        
   from other funding options....           11,728           17,659                                                                 
Units redeemed and transferred to                                                                                                   
   other funding options.........        (325,622)        (330,761)                                                                 
                                   ---------------  ---------------                                                                 
Units end of year................        2,464,560        2,778,454                                                                 
                                   ===============  ===============                                                                 

                                                        [Enlarge/Download Table]


                                         FIDELITY VIP MID CAP             FIDELITY VIP OVERSEAS     
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                   --------------------------------  -------------------------------
                                         2015             2014            2015             2014     
                                   ---------------  ---------------  ---------------  --------------

                                                                                                    
Units beginning of year..........        7,445,624        7,792,671          411,275         447,143
Units issued and transferred                                                                        
   from other funding options....          425,914          669,936           16,903          21,166
Units redeemed and transferred to                                                                   
   other funding options.........        (973,361)      (1,016,983)         (52,156)        (57,034)
                                   ---------------  ---------------  ---------------  --------------
Units end of year................        6,898,177        7,445,624          376,022         411,275
                                   ===============  ===============  ===============  ==============


                                                                            FTVIPT FRANKLIN         
                                     FTVIPT FRANKLIN INCOME VIP            MUTUAL SHARES VIP        
                                             SUB-ACCOUNT                      SUB-ACCOUNT           
                                   -------------------------------  --------------------------------
                                        2015             2014            2015             2014      
                                   --------------  ---------------  ---------------  ---------------

                                                                                                    
Units beginning of year..........       4,717,186        4,919,666        5,080,687        5,477,366
Units issued and transferred                                                                        
   from other funding options....         429,783          486,023          225,032          353,975
Units redeemed and transferred to                                                                   
   other funding options.........       (731,785)        (688,503)        (769,269)        (750,654)
                                   --------------  ---------------  ---------------  ---------------
Units end of year................       4,415,184        4,717,186        4,536,450        5,080,687
                                   ==============  ===============  ===============  ===============


                                           FTVIPT FRANKLIN                                          
                                         SMALL CAP VALUE VIP         FTVIPT TEMPLETON FOREIGN VIP   
                                             SUB-ACCOUNT                      SUB-ACCOUNT           
                                   -------------------------------  --------------------------------
                                        2015             2014            2015             2014      
                                   --------------  ---------------  ---------------  ---------------

                                                                                                    
Units beginning of year..........       9,145,054        9,184,423        2,354,783        2,457,017
Units issued and transferred                                                                        
   from other funding options....         842,504        1,139,686          310,306          274,424
Units redeemed and transferred to                                                                   
   other funding options.........     (1,204,116)      (1,179,055)        (382,147)        (376,658)
                                   --------------  ---------------  ---------------  ---------------
Units end of year................       8,783,442        9,145,054        2,282,942        2,354,783
                                   ==============  ===============  ===============  ===============


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]

                                           FTVIPT TEMPLETON                                             
                                            GLOBAL BOND VIP            INVESCO V.I. AMERICAN FRANCHISE  
                                              SUB-ACCOUNT                        SUB-ACCOUNT            
                                   ---------------------------------  --------------------------------- 
                                         2015             2014              2015              2014      
                                   ----------------  ---------------  ----------------  --------------- 

                                                                                                        
Units beginning of year..........        12,667,617       12,950,902             1,911           22,147 
Units issued and transferred                                                                            
   from other funding options....         1,072,638        1,551,847               277            2,240 
Units redeemed and transferred to                                                                       
   other funding options.........       (1,795,110)      (1,835,132)             (363)         (22,476) 
                                   ----------------  ---------------  ----------------  --------------- 
Units end of year................        11,945,145       12,667,617             1,825            1,911 
                                   ================  ===============  ================  =============== 



                                       INVESCO V.I. CORE EQUITY        INVESCO V.I. EQUITY AND INCOME   
                                              SUB-ACCOUNT                        SUB-ACCOUNT            
                                   ---------------------------------  --------------------------------- 
                                        2015              2014             2015              2014       
                                   ---------------  ----------------  ---------------  ---------------- 

                                                                                                        
Units beginning of year..........           34,703            39,835       30,622,887        31,328,255 
Units issued and transferred                                                                            
   from other funding options....              222                17        2,239,714         3,381,596 
Units redeemed and transferred to                                                                       
   other funding options.........          (7,336)           (5,149)      (3,896,320)       (4,086,964) 
                                   ---------------  ----------------  ---------------  ---------------- 
Units end of year................           27,589            34,703       28,966,281        30,622,887 
                                   ===============  ================  ===============  ================ 



                                    INVESCO V.I. GROWTH AND INCOME    INVESCO V.I. INTERNATIONAL GROWTH 
                                              SUB-ACCOUNT                        SUB-ACCOUNT            
                                   ---------------------------------  ----------------------------------
                                        2015              2014              2015             2014       
                                   ---------------  ----------------  ---------------  ---------------- 

                                                                                                        
Units beginning of year..........              665        13,799,854        8,820,511         8,901,354 
Units issued and transferred                                                                            
   from other funding options....            4,318           379,286          732,708           898,858 
Units redeemed and transferred to                                                                       
   other funding options.........          (4,329)      (14,178,475)      (1,018,727)         (979,701) 
                                   ---------------  ----------------  ---------------  ---------------- 
Units end of year................              654               665        8,534,492         8,820,511 
                                   ===============  ================  ===============  ================ 

                                                        [Enlarge/Download Table]

                                                                          LMPVET CLEARBRIDGE               LMPVET CLEARBRIDGE       
                                    IVY FUNDS VIP ASSET STRATEGY      VARIABLE AGGRESSIVE GROWTH          VARIABLE APPRECIATION     
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                         2015          2014 (a)          2015             2014            2015             2014     
                                   ---------------  --------------  --------------  ---------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........            2,575              --      11,333,726       11,979,001        8,268,721       8,604,407
Units issued and transferred                                                                                                        
   from other funding options....           18,664           2,575       1,598,334        1,920,641          641,450         851,450
Units redeemed and transferred to                                                                                                   
   other funding options.........            (339)              --     (1,840,073)      (2,565,916)      (1,163,243)     (1,187,136)
                                   ---------------  --------------  --------------  ---------------  ---------------  --------------
Units end of year................           20,900           2,575      11,091,987       11,333,726        7,746,928       8,268,721
                                   ===============  ==============  ==============  ===============  ===============  ==============


                                         LMPVET CLEARBRIDGE                LMPVET CLEARBRIDGE                                       
                                     VARIABLE DIVIDEND STRATEGY         VARIABLE LARGE CAP GROWTH                                   
                                             SUB-ACCOUNT                       SUB-ACCOUNT                                          
                                   --------------------------------  -------------------------------                                
                                         2015            2014             2015             2014                                     
                                   ---------------  ---------------  --------------  ---------------                                

                                                                                                                                    
Units beginning of year..........        9,796,222       10,244,154         200,379          242,954                                
Units issued and transferred                                                                                                        
   from other funding options....          936,597        1,214,502           6,846           14,647                                
Units redeemed and transferred to                                                                                                   
   other funding options.........      (1,340,971)      (1,662,434)        (51,225)         (57,222)                                
                                   ---------------  ---------------  --------------  ---------------                                
Units end of year................        9,391,848        9,796,222         156,000          200,379                                
                                   ===============  ===============  ==============  ===============                                


                                         LMPVET CLEARBRIDGE                                                                         
                                      VARIABLE LARGE CAP VALUE                                                                      
                                             SUB-ACCOUNT                                                                            
                                   -------------------------------                                                                  
                                        2015             2014                                                                       
                                   ---------------  --------------                                                                  

                                                                                                                                    
Units beginning of year..........          369,225         319,601                                                                  
Units issued and transferred                                                                                                        
   from other funding options....           61,713         102,351                                                                  
Units redeemed and transferred to                                                                                                   
   other funding options.........         (97,661)        (52,727)                                                                  
                                   ---------------  --------------                                                                  
Units end of year................          333,277         369,225                                                                  
                                   ===============  ==============                                                                  

                                                        [Enlarge/Download Table]

                                         LMPVET CLEARBRIDGE                  LMPVET PERMAL                LMPVET QS LEGG MASON      
                                      VARIABLE SMALL CAP GROWTH         ALTERNATIVE SELECT VIT        VARIABLE CONSERVATIVE GROWTH  
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015            2014             2015           2014 (a)          2015            2014      
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........       4,105,606        4,102,827          64,025               --       1,866,299        2,011,433
Units issued and transferred                                                                                                        
   from other funding options....         409,903          797,486       1,126,041           64,025         197,334          227,347
Units redeemed and transferred to                                                                                                   
   other funding options.........       (697,748)        (794,707)       (111,209)               --       (332,332)        (372,481)
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
Units end of year................       3,817,761        4,105,606       1,078,857           64,025       1,731,301        1,866,299
                                   ==============  ===============  ==============  ===============  ==============  ===============


                                        LMPVET QS LEGG MASON             LMPVET QS LEGG MASON         LMPVIT WESTERN ASSET VARIABLE 
                                           VARIABLE GROWTH             VARIABLE MODERATE GROWTH          GLOBAL HIGH YIELD BOND     
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015            2014             2015            2014             2015             2014     
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........       4,529,329        4,790,185          98,417          121,395       4,320,147        4,386,878
Units issued and transferred                                                                                                        
   from other funding options....         198,570          247,187             697            5,821         404,813          599,910
Units redeemed and transferred to                                                                                                   
   other funding options.........       (493,758)        (508,043)        (31,495)         (28,799)       (721,375)        (666,641)
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
Units end of year................       4,234,141        4,529,329          67,619           98,417       4,003,585        4,320,147
                                   ==============  ===============  ==============  ===============  ==============  ===============

                                                        [Enlarge/Download Table]


                                       MFS VIT INVESTORS TRUST            MFS VIT NEW DISCOVERY     
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   -------------------------------  --------------------------------
                                        2015             2014             2015             2014     
                                   --------------  ---------------  ---------------  ---------------

                                                                                                    
Units beginning of year..........           1,191            3,517            3,178            3,294
Units issued and transferred                                                                        
   from other funding options....              --               --               --               --
Units redeemed and transferred to                                                                   
   other funding options.........            (79)          (2,326)               --            (116)
                                   --------------  ---------------  ---------------  ---------------
Units end of year................           1,112            1,191            3,178            3,178
                                   ==============  ===============  ===============  ===============


                                                                             MIST AB GLOBAL         
                                          MFS VIT RESEARCH                 DYNAMIC ALLOCATION       
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  -------------------------------
                                         2015            2014             2015             2014     
                                   ---------------  ---------------  ---------------  --------------

                                                                                                    
Units beginning of year..........            3,115            8,132      275,344,937     286,256,086
Units issued and transferred                                                                        
   from other funding options....               --               --       20,797,979      14,726,914
Units redeemed and transferred to                                                                   
   other funding options.........             (24)          (5,017)     (32,463,925)    (25,638,063)
                                   ---------------  ---------------  ---------------  --------------
Units end of year................            3,091            3,115      263,678,991     275,344,937
                                   ===============  ===============  ===============  ==============


                                    MIST ALLIANZ GLOBAL INVESTORS          MIST AMERICAN FUNDS      
                                      DYNAMIC MULTI-ASSET PLUS             BALANCED ALLOCATION      
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   -------------------------------  --------------------------------
                                        2015           2014 (b)           2015             2014     
                                   --------------  ---------------  ---------------  ---------------

                                                                                                    
Units beginning of year..........      18,219,524               --      264,143,945      276,830,535
Units issued and transferred                                                                        
   from other funding options....      46,238,996       19,099,470       12,343,569       16,871,646
Units redeemed and transferred to                                                                   
   other funding options.........     (4,657,523)        (879,946)     (30,223,961)     (29,558,236)
                                   --------------  ---------------  ---------------  ---------------
Units end of year................      59,800,997       18,219,524      246,263,553      264,143,945
                                   ==============  ===============  ===============  ===============


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]

                                         MIST AMERICAN FUNDS                                        
                                          GROWTH ALLOCATION            MIST AMERICAN FUNDS GROWTH   
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   -------------------------------  --------------------------------
                                        2015             2014             2015            2014      
                                   ---------------  --------------  ---------------  ---------------

                                                                                                    
Units beginning of year..........      142,940,560     147,794,512       71,860,704       59,593,818
Units issued and transferred                                                                        
   from other funding options....       10,181,343      15,093,995       19,365,787       25,206,532
Units redeemed and transferred to                                                                   
   other funding options.........     (15,652,280)    (19,947,947)     (13,495,892)     (12,939,646)
                                   ---------------  --------------  ---------------  ---------------
Units end of year................      137,469,623     142,940,560       77,730,599       71,860,704
                                   ===============  ==============  ===============  ===============


                                         MIST AMERICAN FUNDS             MIST AQR GLOBAL RISK       
                                         MODERATE ALLOCATION                   BALANCED             
                                             SUB-ACCOUNT                      SUB-ACCOUNT           
                                   -------------------------------  ------------------------------- 
                                        2015             2014            2015             2014      
                                   --------------  ---------------  ---------------  -------------- 

                                                                                                    
Units beginning of year..........     137,310,606      147,773,215      265,908,083     295,108,196 
Units issued and transferred                                                                        
   from other funding options....       5,116,512        5,811,912       17,722,524      14,864,956 
Units redeemed and transferred to                                                                   
   other funding options.........    (16,264,533)     (16,274,521)     (42,121,857)    (44,065,069) 
                                   --------------  ---------------  ---------------  -------------- 
Units end of year................     126,162,585      137,310,606      241,508,750     265,908,083 
                                   ==============  ===============  ===============  ============== 


                                        MIST BLACKROCK GLOBAL                                       
                                         TACTICAL STRATEGIES            MIST BLACKROCK HIGH YIELD   
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  -------------------------------
                                         2015            2014             2015             2014     
                                   ---------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year..........      463,962,556      487,574,727       9,596,910       10,783,682
Units issued and transferred                                                                        
   from other funding options....       30,759,555       21,197,067       2,244,487        3,291,085
Units redeemed and transferred to                                                                   
   other funding options.........     (49,509,088)     (44,809,238)     (2,809,723)      (4,477,857)
                                   ---------------  ---------------  --------------  ---------------
Units end of year................      445,213,023      463,962,556       9,031,674        9,596,910
                                   ===============  ===============  ==============  ===============

                                                        [Enlarge/Download Table]

                                                                             MIST CLEARBRIDGE        
                                    MIST CLARION GLOBAL REAL ESTATE          AGGRESSIVE GROWTH       
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                   ---------------------------------  -------------------------------
                                         2015            2014              2015             2014     
                                   ---------------  ---------------   ---------------  --------------

                                                                                                     
Units beginning of year..........       17,245,897       11,099,591        38,472,258      36,299,683
Units issued and transferred                                                                         
   from other funding options....        2,066,679        9,572,619         7,454,895      15,149,360
Units redeemed and transferred to                                                                    
   other funding options.........      (3,835,574)      (3,426,313)      (10,229,320)    (12,976,785)
                                   ---------------  ---------------   ---------------  --------------
Units end of year................       15,477,002       17,245,897        35,697,833      38,472,258
                                   ===============  ===============   ===============  ==============


                                          MIST GOLDMAN SACHS               MIST HARRIS OAKMARK       
                                             MID CAP VALUE                    INTERNATIONAL          
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                   --------------------------------  ------------------------------- 
                                         2015             2014            2015             2014      
                                   ---------------  ---------------  ---------------  -------------- 

                                                                                                     
Units beginning of year..........        7,477,599        7,939,384       26,551,192      25,769,452 
Units issued and transferred                                                                         
   from other funding options....          909,368        1,518,268        3,949,293       5,859,747 
Units redeemed and transferred to                                                                    
   other funding options.........      (1,873,196)      (1,980,053)      (5,161,480)     (5,078,007) 
                                   ---------------  ---------------  ---------------  -------------- 
Units end of year................        6,513,771        7,477,599       25,339,005      26,551,192 
                                   ===============  ===============  ===============  ============== 


                                             MIST INVESCO                                            
                                       BALANCED-RISK ALLOCATION           MIST INVESCO COMSTOCK      
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                   --------------------------------  ------------------------------- 
                                         2015             2014            2015             2014      
                                   ---------------  ---------------  ---------------  -------------- 

                                                                                                     
Units beginning of year..........      758,894,714      800,860,953       43,175,673      26,889,264 
Units issued and transferred                                                                         
   from other funding options....      110,674,691      107,191,182        3,588,670      23,440,874 
Units redeemed and transferred to                                                                    
   other funding options.........    (120,155,059)    (149,157,421)      (6,812,885)     (7,154,465) 
                                   ---------------  ---------------  ---------------  -------------- 
Units end of year................      749,414,346      758,894,714       39,951,458      43,175,673 
                                   ===============  ===============  ===============  ============== 

                                                        [Enlarge/Download Table]


                                     MIST INVESCO MID CAP VALUE      MIST INVESCO SMALL CAP GROWTH       MIST JPMORGAN CORE BOND    
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014            2015             2014            2015             2014     
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........       6,927,870        4,619,902      11,824,275       13,003,134      32,404,332       29,439,490
Units issued and transferred                                                                                                        
   from other funding options....       1,471,034        3,350,673       2,126,130        1,937,345       5,583,982        8,988,746
Units redeemed and transferred to                                                                                                   
   other funding options.........     (1,090,525)      (1,042,705)     (2,412,545)      (3,116,204)     (6,586,714)      (6,023,904)
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
Units end of year................       7,308,379        6,927,870      11,537,860       11,824,275      31,401,600       32,404,332
                                   ==============  ===============  ==============  ===============  ==============  ===============


                                        MIST JPMORGAN GLOBAL                                               MIST LOOMIS SAYLES       
                                          ACTIVE ALLOCATION          MIST JPMORGAN SMALL CAP VALUE           GLOBAL MARKETS         
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014            2015             2014            2015             2014     
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........     747,266,184      649,853,969       1,417,944        1,455,583      10,444,732       10,842,823
Units issued and transferred                                                                                                        
   from other funding options....     183,798,458      170,099,962          82,373          187,504       1,293,487        1,881,971
Units redeemed and transferred to                                                                                                   
   other funding options.........   (102,144,907)     (72,687,747)       (212,764)        (225,143)     (2,208,091)      (2,280,062)
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
Units end of year................     828,919,735      747,266,184       1,287,553        1,417,944       9,530,128       10,444,732
                                   ==============  ===============  ==============  ===============  ==============  ===============

                                                        [Enlarge/Download Table]

                                                                      MIST MET/                                    
                                          MIST LORD ABBETT             ARTISAN           MIST MET/EATON VANCE      
                                           BOND DEBENTURE           INTERNATIONAL            FLOATING RATE         
                                             SUB-ACCOUNT             SUB-ACCOUNT              SUB-ACCOUNT          
                                   ------------------------------  --------------  --------------------------------
                                        2015            2014          2015 (c)           2015             2014     
                                   --------------  --------------  --------------  ---------------  ---------------

                                                                                                                   
Units beginning of year..........       8,190,115       9,341,018              --        6,743,439        7,519,969
Units issued and transferred                                                                                       
   from other funding options....       1,200,893       1,778,947          13,794        1,401,318        1,914,132
Units redeemed and transferred to                                                                                  
   other funding options.........     (2,154,111)     (2,929,850)         (1,000)      (2,159,428)      (2,690,662)
                                   --------------  --------------  --------------  ---------------  ---------------
Units end of year................       7,236,897       8,190,115          12,794        5,985,329        6,743,439
                                   ==============  ==============  ==============  ===============  ===============



                                           MIST MET/FRANKLIN               MIST MET/TEMPLETON                      
                                       LOW DURATION TOTAL RETURN           INTERNATIONAL BOND                      
                                              SUB-ACCOUNT                      SUB-ACCOUNT                         
                                   --------------------------------  --------------------------------              
                                         2015            2014              2015            2014                    
                                   ---------------  ---------------  ---------------  ---------------              

                                                                                                                   
Units beginning of year..........       17,421,682       14,050,793        3,537,497        3,905,329              
Units issued and transferred                                                                                       
   from other funding options....        5,572,005        9,769,054          523,212          444,582              
Units redeemed and transferred to                                                                                  
   other funding options.........      (6,746,729)      (6,398,165)        (699,593)        (812,414)              
                                   ---------------  ---------------  ---------------  ---------------              
Units end of year................       16,246,958       17,421,682        3,361,116        3,537,497              
                                   ===============  ===============  ===============  ===============              



                                            MIST METLIFE                                                           
                                        ASSET ALLOCATION 100                                                       
                                             SUB-ACCOUNT                                                           
                                   --------------------------------                                                
                                        2015             2014                                                      
                                   ---------------  ---------------                                                

                                                                                                                   
Units beginning of year..........       39,915,870       42,451,280                                                
Units issued and transferred                                                                                       
   from other funding options....        1,828,840        3,131,273                                                
Units redeemed and transferred to                                                                                  
   other funding options.........      (4,601,483)      (5,666,683)                                                
                                   ---------------  ---------------                                                
Units end of year................       37,143,227       39,915,870                                                
                                   ===============  ===============                                                


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]

                                                                       MIST METLIFE MULTI-INDEX                                     
                                     MIST METLIFE BALANCED PLUS              TARGETED RISK           MIST METLIFE SMALL CAP VALUE   
                                             SUB-ACCOUNT                      SUB-ACCOUNT                     SUB-ACCOUNT           
                                   -------------------------------  ------------------------------  ------------------------------- 
                                        2015             2014            2015            2014            2015             2014      
                                   --------------  ---------------  --------------  --------------  ---------------  -------------- 

                                                                                                                                    
Units beginning of year..........     569,859,186      547,096,627     281,516,918     153,950,143       12,299,087      13,992,716 
Units issued and transferred                                                                                                        
   from other funding options....      52,530,370       67,969,703     195,537,842     155,759,625          696,285       1,447,253 
Units redeemed and transferred to                                                                                                   
   other funding options.........    (70,175,265)     (45,207,144)    (41,992,748)    (28,192,850)      (2,269,561)     (3,140,882) 
                                   --------------  ---------------  --------------  --------------  ---------------  -------------- 
Units end of year................     552,214,291      569,859,186     435,062,012     281,516,918       10,725,811      12,299,087 
                                   ==============  ===============  ==============  ==============  ===============  ============== 


                                              MIST MFS                         MIST MFS                    MIST MORGAN STANLEY      
                                       EMERGING MARKETS EQUITY          RESEARCH INTERNATIONAL               MID CAP GROWTH         
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014             2015            2014             2015            2014     
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........       42,182,331      41,623,177       18,585,662      19,616,483       12,928,550      13,099,903
Units issued and transferred                                                                                                        
   from other funding options....        7,953,715      10,380,546        2,420,616       1,973,110        1,292,590       1,969,239
Units redeemed and transferred to                                                                                                   
   other funding options.........      (7,511,429)     (9,821,392)      (2,849,938)     (3,003,931)      (1,572,882)     (2,140,592)
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------
Units end of year................       42,624,617      42,182,331       18,156,340      18,585,662       12,648,258      12,928,550
                                   ===============  ==============  ===============  ==============  ===============  ==============

                                                        [Enlarge/Download Table]

                                          MIST OPPENHEIMER                   MIST PANAGORA                     MIST PIMCO           
                                            GLOBAL EQUITY               GLOBAL DIVERSIFIED RISK         INFLATION PROTECTED BOND    
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014            2015           2014 (b)          2015             2014     
                                   --------------  ---------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........       2,866,078        3,127,720        9,788,108              --       50,751,209      57,648,505
Units issued and transferred                                                                                                        
   from other funding options....         127,425          158,724       15,578,995      11,245,493        5,226,296       6,093,264
Units redeemed and transferred to                                                                                                   
   other funding options.........       (473,405)        (420,366)      (3,594,824)     (1,457,385)      (9,879,172)    (12,990,560)
                                   --------------  ---------------  ---------------  --------------  ---------------  --------------
Units end of year................       2,520,098        2,866,078       21,772,279       9,788,108       46,098,333      50,751,209
                                   ==============  ===============  ===============  ==============  ===============  ==============



                                       MIST PIMCO TOTAL RETURN             MIST PIONEER FUND                                        
                                             SUB-ACCOUNT                      SUB-ACCOUNT                                           
                                   -------------------------------  --------------------------------                                
                                         2015            2014             2015            2014                                      
                                   ---------------  --------------  ---------------  ---------------                                

                                                                                                                                    
Units beginning of year..........      103,504,587     118,419,838       12,549,377       12,432,551                                
Units issued and transferred                                                                                                        
   from other funding options....       11,840,703      16,795,318        1,609,985        2,058,176                                
Units redeemed and transferred to                                                                                                   
   other funding options.........     (23,572,602)    (31,710,569)      (1,714,454)      (1,941,350)                                
                                   ---------------  --------------  ---------------  ---------------                                
Units end of year................       91,772,688     103,504,587       12,444,908       12,549,377                                
                                   ===============  ==============  ===============  ===============                                



                                    MIST PIONEER STRATEGIC INCOME                                                                   
                                             SUB-ACCOUNT                                                                            
                                   -------------------------------                                                                  
                                        2015             2014                                                                       
                                   --------------  ---------------                                                                  

                                                                                                                                    
Units beginning of year..........      54,471,343       41,450,021                                                                  
Units issued and transferred                                                                                                        
   from other funding options....      18,163,596       21,542,858                                                                  
Units redeemed and transferred to                                                                                                   
   other funding options.........     (9,372,481)      (8,521,536)                                                                  
                                   --------------  ---------------                                                                  
Units end of year................      63,262,458       54,471,343                                                                  
                                   ==============  ===============                                                                  

                                                        [Enlarge/Download Table]

                                             MIST PYRAMIS                                                                          
                                           GOVERNMENT INCOME           MIST PYRAMIS MANAGED RISK                                   
                                              SUB-ACCOUNT                     SUB-ACCOUNT                                          
                                    -------------------------------  ------------------------------                                
                                         2015            2014             2015            2014                                     
                                    --------------  ---------------  --------------  --------------                                

                                                                                                                                   
Units beginning of year............     62,286,953       69,488,361      14,204,266       7,294,047                                
Units issued and transferred                                                                                                       
   from other funding options......     17,467,934        9,869,116      21,363,188       8,511,959                                
Units redeemed and transferred to                                                                                                  
   other funding options...........   (19,605,618)     (17,070,524)     (4,149,474)     (1,601,740)                                
                                    --------------  ---------------  --------------  --------------                                
Units end of year..................     60,149,269       62,286,953      31,417,980      14,204,266                                
                                    ==============  ===============  ==============  ==============                                


                                            MIST SCHRODERS                     MIST SSGA                                           
                                          GLOBAL MULTI-ASSET             GROWTH AND INCOME ETF            MIST SSGA GROWTH ETF     
                                              SUB-ACCOUNT                     SUB-ACCOUNT                      SUB-ACCOUNT         
                                    -------------------------------  ------------------------------  ------------------------------
                                         2015            2014             2015            2014            2015            2014     
                                    --------------  ---------------  --------------  --------------  --------------  --------------

                                                                                                                                   
Units beginning of year............    400,460,215      375,261,358     101,616,119     110,435,377      34,092,389      35,919,224
Units issued and transferred                                                                                                       
   from other funding options......    125,494,383       78,123,472       4,020,856       4,643,095       3,610,428       3,767,077
Units redeemed and transferred to                                                                                                  
   other funding options...........   (58,703,583)     (52,924,615)    (11,861,984)    (13,462,353)     (4,711,154)     (5,593,912)
                                    --------------  ---------------  --------------  --------------  --------------  --------------
Units end of year..................    467,251,015      400,460,215      93,774,991     101,616,119      32,991,663      34,092,389
                                    ==============  ===============  ==============  ==============  ==============  ==============


                                          MIST T. ROWE PRICE                                                                       
                                            LARGE CAP VALUE                                                                        
                                              SUB-ACCOUNT                                                                          
                                    -------------------------------                                                                
                                          2015            2014                                                                     
                                    ---------------  --------------                                                                

                                                                                                                                   
Units beginning of year............      13,521,347      11,320,980                                                                
Units issued and transferred                                                                                                       
   from other funding options......       1,142,766       4,566,334                                                                
Units redeemed and transferred to                                                                                                  
   other funding options...........     (2,513,958)     (2,365,967)                                                                
                                    ---------------  --------------                                                                
Units end of year..................      12,150,155      13,521,347                                                                
                                    ===============  ==============                                                                

                                                        [Enlarge/Download Table]

                                                                       MIST TCW                                                     
                                         MIST T. ROWE PRICE              CORE                  MIST WMC                             
                                           MID CAP GROWTH            FIXED INCOME         LARGE CAP RESEARCH                        
                                             SUB-ACCOUNT              SUB-ACCOUNT             SUB-ACCOUNT                           
                                   -------------------------------  --------------  -------------------------------                 
                                        2015            2014           2015 (d)          2015             2014                      
                                   --------------  ---------------  --------------  ---------------  --------------                 

                                                                                                                                    
Units beginning of year..........      32,310,271       37,965,912              --        1,151,671       1,260,254                 
Units issued and transferred                                                                                                        
   from other funding options....       3,078,951        3,650,675           7,607           57,769         135,560                 
Units redeemed and transferred to                                                                                                   
   other funding options.........     (7,602,510)      (9,306,316)           (186)        (195,928)       (244,143)                 
                                   --------------  ---------------  --------------  ---------------  --------------                 
Units end of year................      27,786,712       32,310,271           7,421        1,013,512       1,151,671                 
                                   ==============  ===============  ==============  ===============  ==============                 



                                         MSF BAILLIE GIFFORD                 MSF BARCLAYS                     MSF BLACKROCK         
                                         INTERNATIONAL STOCK             AGGREGATE BOND INDEX                  BOND INCOME          
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                        2015             2014            2015             2014            2015             2014     
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........       27,573,117      29,549,817       16,099,701      13,536,937        1,105,752       1,054,348
Units issued and transferred                                                                                                        
   from other funding options....        2,341,820       2,706,528        6,472,916       6,144,916          302,840         243,287
Units redeemed and transferred to                                                                                                   
   other funding options.........      (5,068,642)     (4,683,228)      (4,540,059)     (3,582,152)        (212,298)       (191,883)
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------
Units end of year................       24,846,295      27,573,117       18,032,558      16,099,701        1,196,294       1,105,752
                                   ===============  ==============  ===============  ==============  ===============  ==============


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]

                                            MSF BLACKROCK                    MSF BLACKROCK                    MSF BLACKROCK         
                                        CAPITAL APPRECIATION                LARGE CAP VALUE                   MONEY MARKET          
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                         2015            2014             2015            2014            2015             2014     
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........          639,908         721,215          229,967         225,190       39,068,482      44,329,198
Units issued and transferred                                                                                                        
   from other funding options....           70,075          99,371           67,694          49,481       27,939,873      34,263,648
Units redeemed and transferred to                                                                                                   
   other funding options.........        (130,801)       (180,678)         (52,048)        (44,704)     (27,967,693)    (39,524,364)
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------
Units end of year................          579,182         639,908          245,613         229,967       39,040,662      39,068,482
                                   ===============  ==============  ===============  ==============  ===============  ==============


                                                                                                            MSF LOOMIS SAYLES       
                                     MSF FRONTIER MID CAP GROWTH          MSF JENNISON GROWTH                SMALL CAP CORE         
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  ------------------------------ 
                                        2015             2014            2015            2014             2015            2014      
                                   --------------  ---------------  --------------  ---------------  --------------  -------------- 

                                                                                                                                    
Units beginning of year..........       4,248,372        4,767,721      27,528,387       32,574,197         261,060         283,327 
Units issued and transferred                                                                                                        
   from other funding options....         926,646          469,614       2,170,102        2,242,773          23,649          28,393 
Units redeemed and transferred to                                                                                                   
   other funding options.........     (1,365,620)        (988,963)     (5,710,052)      (7,288,583)        (33,758)        (50,660) 
                                   --------------  ---------------  --------------  ---------------  --------------  -------------- 
Units end of year................       3,809,398        4,248,372      23,988,437       27,528,387         250,951         261,060 
                                   ==============  ===============  ==============  ===============  ==============  ============== 

                                                        [Enlarge/Download Table]

                                          MSF LOOMIS SAYLES                  MSF MET/ARTISAN         
                                          SMALL CAP GROWTH                    MID CAP VALUE          
                                             SUB-ACCOUNT                       SUB-ACCOUNT           
                                   --------------------------------  --------------------------------
                                        2015             2014             2015             2014      
                                   ---------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year..........           16,302           12,506       11,205,267       13,125,790
Units issued and transferred                                                                         
   from other funding options....            2,801            5,011          798,484          999,169
Units redeemed and transferred to                                                                    
   other funding options.........            (900)          (1,215)      (1,951,153)      (2,919,692)
                                   ---------------  ---------------  ---------------  ---------------
Units end of year................           18,203           16,302       10,052,598       11,205,267
                                   ===============  ===============  ===============  ===============


                                         MSF MET/DIMENSIONAL                   MSF METLIFE           
                                     INTERNATIONAL SMALL COMPANY           ASSET ALLOCATION 20       
                                             SUB-ACCOUNT                       SUB-ACCOUNT           
                                   -------------------------------  -------------------------------- 
                                        2015             2014             2015             2014      
                                   ---------------  --------------  ---------------  --------------- 

                                                                                                     
Units beginning of year..........        3,070,324       3,208,551        2,973,577          557,035 
Units issued and transferred                                                                         
   from other funding options....          831,227         923,235        3,666,154        4,014,103 
Units redeemed and transferred to                                                                    
   other funding options.........        (702,698)     (1,061,462)      (1,856,857)      (1,597,561) 
                                   ---------------  --------------  ---------------  --------------- 
Units end of year................        3,198,853       3,070,324        4,782,874        2,973,577 
                                   ===============  ==============  ===============  =============== 


                                              MSF METLIFE                       MSF METLIFE          
                                          ASSET ALLOCATION 40               ASSET ALLOCATION 60      
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  --------------------------------
                                         2015             2014             2015             2014     
                                   ---------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year..........      341,017,115          550,896      489,838,225        3,073,122
Units issued and transferred                                                                         
   from other funding options....        6,819,800      384,962,898       15,596,548      533,719,873
Units redeemed and transferred to                                                                    
   other funding options.........     (49,878,037)     (44,496,679)     (59,327,387)     (46,954,770)
                                   ---------------  ---------------  ---------------  ---------------
Units end of year................      297,958,878      341,017,115      446,107,386      489,838,225
                                   ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]

                                             MSF METLIFE                      MSF METLIFE                                           
                                         ASSET ALLOCATION 80              MID CAP STOCK INDEX            MSF METLIFE STOCK INDEX    
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                         2015            2014             2015            2014            2015             2014     
                                   ---------------  --------------  ---------------  --------------  --------------  ---------------

                                                                                                                                    
Units beginning of year..........      420,572,925       3,927,901        5,178,461       5,501,359      28,264,874       28,624,388
Units issued and transferred                                                                                                        
   from other funding options....       11,840,482     453,377,945          988,386       1,229,805       4,504,075        6,253,090
Units redeemed and transferred to                                                                                                   
   other funding options.........     (44,089,755)    (36,732,921)      (1,055,378)     (1,552,703)     (7,119,164)      (6,612,604)
                                   ---------------  --------------  ---------------  --------------  --------------  ---------------
Units end of year................      388,323,652     420,572,925        5,111,469       5,178,461      25,649,785       28,264,874
                                   ===============  ==============  ===============  ==============  ==============  ===============



                                        MSF MFS TOTAL RETURN                MSF MFS VALUE                 MSF MSCI EAFE INDEX       
                                             SUB-ACCOUNT                     SUB-ACCOUNT                      SUB-ACCOUNT           
                                   -------------------------------  ------------------------------  ------------------------------- 
                                        2015            2014             2015            2014            2015             2014      
                                   --------------  ---------------  --------------  --------------  ---------------  -------------- 

                                                                                                                                    
Units beginning of year..........         756,067          814,124      10,916,908      12,139,878        8,697,532       8,809,646 
Units issued and transferred                                                                                                        
   from other funding options....          82,475           82,183       2,504,720       1,347,935        2,367,341       1,960,333 
Units redeemed and transferred to                                                                                                   
   other funding options.........       (127,767)        (140,240)     (2,555,438)     (2,570,905)      (2,294,322)     (2,072,447) 
                                   --------------  ---------------  --------------  --------------  ---------------  -------------- 
Units end of year................         710,775          756,067      10,866,190      10,916,908        8,770,551       8,697,532 
                                   ==============  ===============  ==============  ==============  ===============  ============== 

                                                        [Enlarge/Download Table]


                                    MSF NEUBERGER BERMAN GENESIS         MSF RUSSELL 2000 INDEX     
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  -------------------------------
                                         2015            2014             2015             2014     
                                   ---------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year..........        7,109,782        8,020,175       5,807,014        5,835,501
Units issued and transferred                                                                        
   from other funding options....          596,532          707,452       1,423,551        1,445,125
Units redeemed and transferred to                                                                   
   other funding options.........      (1,367,197)      (1,617,845)     (1,713,759)      (1,473,612)
                                   ---------------  ---------------  --------------  ---------------
Units end of year................        6,339,117        7,109,782       5,516,806        5,807,014
                                   ===============  ===============  ==============  ===============


                                          MSF T. ROWE PRICE                 MSF T. ROWE PRICE       
                                          LARGE CAP GROWTH                  SMALL CAP GROWTH        
                                             SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  -------------------------------
                                         2015            2014             2015             2014     
                                   ---------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year..........       15,015,374       14,688,080         321,073          356,919
Units issued and transferred                                                                        
   from other funding options....       10,061,304        5,921,810         125,375           53,389
Units redeemed and transferred to                                                                   
   other funding options.........      (5,222,820)      (5,594,516)        (73,014)         (89,235)
                                   ---------------  ---------------  --------------  ---------------
Units end of year................       19,853,858       15,015,374         373,434          321,073
                                   ===============  ===============  ==============  ===============


                                             MSF VAN ECK             MSF WESTERN ASSET MANAGEMENT   
                                      GLOBAL NATURAL RESOURCES       STRATEGIC BOND OPPORTUNITIES   
                                             SUB-ACCOUNT                      SUB-ACCOUNT           
                                   -------------------------------  ------------------------------- 
                                        2015             2014            2015           2014 (a)    
                                   ---------------  --------------  --------------  --------------- 

                                                                                                    
Units beginning of year..........        6,586,665       6,278,667             398               -- 
Units issued and transferred                                                                        
   from other funding options....        3,338,775       1,787,920           6,964              398 
Units redeemed and transferred to                                                                   
   other funding options.........      (1,588,938)     (1,479,922)           (817)               -- 
                                   ---------------  --------------  --------------  --------------- 
Units end of year................        8,336,502       6,586,665           6,545              398 
                                   ===============  ==============  ==============  =============== 


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONCLUDED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014:                         

                                                        [Enlarge/Download Table]

                                    MSF WESTERN ASSET MANAGEMENT             MSF WMC CORE                                           
                                           U.S. GOVERNMENT               EQUITY OPPORTUNITIES         NEUBERGER BERMAN GENESIS      
                                             SUB-ACCOUNT                      SUB-ACCOUNT                    SUB-ACCOUNT            
                                   -------------------------------  ------------------------------  ------------------------------  
                                        2015            2014             2015            2014            2015            2014       
                                   --------------  ---------------  --------------  --------------  --------------  --------------  

                                                                                                                                    
Units beginning of year..........      15,346,536       16,417,493      30,718,018      36,209,587             393             474  
Units issued and transferred                                                                                                        
   from other funding options....       2,489,463        2,668,864       1,037,897       2,050,455              75              --  
Units redeemed and transferred to                                                                                                   
   other funding options.........     (2,766,439)      (3,739,821)     (5,399,278)     (7,542,024)           (151)            (81)  
                                   --------------  ---------------  --------------  --------------  --------------  --------------  
Units end of year................      15,069,560       15,346,536      26,356,637      30,718,018             317             393  
                                   ==============  ===============  ==============  ==============  ==============  ==============  


                                                                            OPPENHEIMER VA                                          
                                      OPPENHEIMER VA CORE BOND           MAIN STREET SMALL CAP         OPPENHEIMER VA MAIN STREET   
                                             SUB-ACCOUNT                      SUB-ACCOUNT                      SUB-ACCOUNT          
                                   -------------------------------  -------------------------------  -------------------------------
                                         2015            2014             2015            2014            2015             2014     
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------

                                                                                                                                    
Units beginning of year..........            1,362           1,493        4,346,502       4,655,290           13,372          14,316
Units issued and transferred                                                                                                        
   from other funding options....               --              --          290,602         411,658              575              --
Units redeemed and transferred to                                                                                                   
   other funding options.........            (136)           (131)        (583,221)       (720,446)          (1,011)           (944)
                                   ---------------  --------------  ---------------  --------------  ---------------  --------------
Units end of year................            1,226           1,362        4,053,883       4,346,502           12,936          13,372
                                   ===============  ==============  ===============  ==============  ===============  ==============

                                                        [Enlarge/Download Table]

                                                                                 PIMCO VIT           
                                                                           COMMODITY REALRETURN      
                                         OPPENHEIMER VA MONEY                    STRATEGY            
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                   --------------------------------  --------------------------------
                                         2015             2014             2015           2014 (a)   
                                   ---------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year..........              696              723            1,515               --
Units issued and transferred                                                                         
   from other funding options....               --               --           42,876            1,515
Units redeemed and transferred to                                                                    
   other funding options.........             (28)             (27)          (5,058)               --
                                   ---------------  ---------------  ---------------  ---------------
Units end of year................              668              696           39,333            1,515
                                   ===============  ===============  ===============  ===============



                                              PIMCO VIT                                              
                                        EMERGING MARKETS BOND         PIMCO VIT UNCONSTRAINED BOND   
                                             SUB-ACCOUNT                       SUB-ACCOUNT           
                                   --------------------------------  --------------------------------
                                        2015           2014 (a)           2015           2014 (a)    
                                   ---------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year..........            1,592               --              478               --
Units issued and transferred                                                                         
   from other funding options....           46,798            1,592           30,612              478
Units redeemed and transferred to                                                                    
   other funding options.........          (4,108)               --          (1,845)               --
                                   ---------------  ---------------  ---------------  ---------------
Units end of year................           44,282            1,592           29,245              478
                                   ===============  ===============  ===============  ===============



                                      PIONEER VCT MID CAP VALUE       PIONEER VCT REAL ESTATE SHARES 
                                             SUB-ACCOUNT                        SUB-ACCOUNT          
                                   --------------------------------  --------------------------------
                                        2015             2014              2015             2014     
                                   ---------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year..........        1,581,277        1,719,853            8,772           11,399
Units issued and transferred                                                                         
   from other funding options....          123,362          151,338              881              225
Units redeemed and transferred to                                                                    
   other funding options.........        (243,273)        (289,914)          (1,423)          (2,852)
                                   ---------------  ---------------  ---------------  ---------------
Units end of year................        1,461,366        1,581,277            8,230            8,772
                                   ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]


                                      T. ROWE PRICE GROWTH STOCK     T. ROWE PRICE INTERNATIONAL STOCK 
                                              SUB-ACCOUNT                       SUB-ACCOUNT            
                                   --------------------------------  ----------------------------------
                                        2015              2014             2015              2014      
                                   ---------------  ---------------   ---------------  --------------- 

                                                                                                       
Units beginning of year..........           52,254           62,571            39,998           41,360 
Units issued and transferred                                                                           
   from other funding options....            5,247            6,322             8,179            2,072 
Units redeemed and transferred to                                                                      
   other funding options.........         (12,809)         (16,639)          (20,907)          (3,434) 
                                   ---------------  ---------------   ---------------  --------------- 
Units end of year................           44,692           52,254            27,270           39,998 
                                   ===============  ===============   ===============  =============== 


                                                                              TAP 1919 VARIABLE        
                                      T. ROWE PRICE PRIME RESERVE       SOCIALLY RESPONSIVE BALANCED   
                                              SUB-ACCOUNT                        SUB-ACCOUNT           
                                   ---------------------------------  -------------------------------- 
                                         2015             2014              2015            2014       
                                   ----------------  ---------------  ---------------  --------------- 

                                                                                                       
Units beginning of year..........            29,487           31,743            6,406            7,932 
Units issued and transferred                                                                           
   from other funding options....            26,424           28,287              657              427 
Units redeemed and transferred to                                                                      
   other funding options.........          (27,157)         (30,543)          (1,429)          (1,953) 
                                   ----------------  ---------------  ---------------  --------------- 
Units end of year................            28,754           29,487            5,634            6,406 
                                   ================  ===============  ===============  =============== 


                                                                           VAN ECK VIP LONG/SHORT      
                                       UIF GLOBAL INFRASTRUCTURE                EQUITY INDEX           
                                              SUB-ACCOUNT                        SUB-ACCOUNT           
                                   ---------------------------------  -------------------------------- 
                                         2015           2014 (a)           2015            2014 (a)    
                                   ---------------  ----------------  ---------------  --------------- 

                                                                                                       
Units beginning of year..........              664                --            1,662               -- 
Units issued and transferred                                                                           
   from other funding options....           33,687               664           27,896            1,662 
Units redeemed and transferred to                                                                      
   other funding options.........          (1,980)                --          (2,561)               -- 
                                   ---------------  ----------------  ---------------  --------------- 
Units end of year................           32,371               664           26,997            1,662 
                                   ===============  ================  ===============  =============== 


(a) For the period November 19, 2014 to December 31, 2014.                      
(b) For the period April 28, 2014 to December 31, 2014.                         
(c) Commenced November 19, 2014 and began transactions in 2015.                 
(d) For the period May 1, 2015 to December 31, 2015.                            

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS                                                        

The Company sells a number of variable annuity products which have unique       
combinations of features and fees, some of which directly affect the unit       
values of the Sub-Accounts. Differences in the fee structures result in a       
variety of unit values, expense ratios, and total returns.                      

The following table is a summary of unit values and units outstanding for the   
Contracts, net investment income ratios, and expense ratios, excluding expenses 
for the underlying portfolio, series or fund, for the respective stated periods 
in the five years ended December 31, 2015:                                      

                                                        [Enlarge/Download Table]

                                                     AS OF DECEMBER 31                    
                                       ---------------------------------------------      
                                                        UNIT VALUE                        
                                                         LOWEST TO          NET           
                                           UNITS        HIGHEST ($)     ASSETS ($)        
                                       ------------  ---------------  --------------      
                                                                                          
Alger Small Cap Growth           2015     3,508,832    13.61 - 13.92      48,208,209      
   Sub-Account                   2014     3,970,857    14.28 - 14.58      57,195,868      
                                 2013     4,387,118    14.41 - 14.70      63,772,199      
                                 2012     4,795,545    10.89 - 11.09      52,626,085      
                                 2011     5,212,661      9.82 - 9.98      51,540,007      

American Funds Bond              2015     8,159,989    16.20 - 19.35     146,511,985      
   Sub-Account                   2014     8,333,829    16.47 - 19.48     151,245,946      
                                 2013     8,361,945    15.94 - 18.68     146,158,351      
                                 2012     7,687,811    16.60 - 19.27     139,213,016      
                                 2011     6,703,194    16.06 - 18.46     116,697,267      

American Funds Global            2015     7,480,782    34.27 - 44.51     300,649,358      
   Growth Sub-Account            2014     8,193,931    32.79 - 42.00     312,209,187      
                                 2013     8,333,553    32.79 - 41.42     314,826,203      
                                 2012     8,485,913    25.98 - 32.35     251,295,328      
                                 2011     8,205,329    21.69 - 26.44     200,460,185      

American Funds Global Small      2015     3,123,694    12.77 - 39.82     113,155,266      
   Capitalization Sub-Account    2014     3,297,014    13.05 - 40.07     122,112,070      
                                 2013     3,375,743    33.79 - 39.59     124,184,003      
                                 2012     3,385,796    26.85 - 31.14      98,386,346      
                                 2011     3,080,674    23.15 - 26.58      76,801,888      

American Funds Growth            2015     3,075,557  186.96 - 293.21     754,095,254      
   Sub-Account                   2014     3,527,704  179.03 - 276.84     821,201,132      
                                 2013     3,937,244  168.83 - 257.41     856,560,204      
                                 2012     4,113,319  132.79 - 199.62     696,665,988      
                                 2011     3,976,212  115.27 - 170.85     577,437,630      

American Funds                   2015     2,179,793  126.48 - 198.34     358,450,579      
   Growth-Income Sub-Account     2014     2,378,568  127.56 - 197.24     390,905,716      
                                 2013     2,581,885  117.99 - 179.88     388,319,990      
                                 2012     2,745,842   90.43 - 135.94     312,823,451      
                                 2011     2,773,925   78.78 - 116.75     272,388,909      

BlackRock Global Allocation V.I. 2015        77,369    19.63 - 21.37       1,566,871      
   Sub-Account                   2014           402            21.30           8,557      
   (Commenced 11/19/2014)                                                                 

Deutsche I CROCI International   2015     1,563,760      7.92 - 7.99      12,496,599      
   Sub-Account                   2014     1,732,959      8.50 - 8.57      14,851,303      
                                 2013     1,888,612      9.76 - 9.85      18,592,794      
                                 2012     2,040,232      8.24 - 8.30      16,933,216      
                                 2011     2,245,605      6.92 - 6.97      15,659,285      


                                                  FOR THE YEAR ENDED DECEMBER 31          
                                       ---------------------------------------------------
                                        INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                           INCOME          LOWEST TO          LOWEST TO   
                                          RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                       --------------  ----------------  -----------------
                                                                                          
Alger Small Cap Growth           2015         --         1.25 - 1.40       (4.66) - (4.52)
   Sub-Account                   2014         --         1.25 - 1.40       (0.96) - (0.81)
                                 2013         --         1.25 - 1.40         32.40 - 32.59
                                 2012         --         1.25 - 1.40         10.93 - 11.09
                                 2011         --         1.25 - 1.40       (4.52) - (4.38)

American Funds Bond              2015       1.68         0.95 - 1.90       (1.61) - (0.67)
   Sub-Account                   2014       1.94         0.95 - 1.90           3.30 - 4.28
                                 2013       1.84         0.95 - 1.90       (4.00) - (3.08)
                                 2012       2.64         0.95 - 1.90           3.38 - 4.37
                                 2011       3.37         0.95 - 1.90           4.11 - 5.11

American Funds Global            2015       0.99         0.90 - 2.30           4.51 - 5.98
   Growth Sub-Account            2014       1.16         0.90 - 2.30         (0.01) - 1.40
                                 2013       1.26         0.90 - 2.30         26.24 - 28.02
                                 2012       0.94         0.90 - 2.30          7.06 - 21.40
                                 2011       1.37         0.95 - 2.30      (10.95) - (9.75)

American Funds Global Small      2015         --         0.89 - 1.90       (6.47) - (0.62)
   Capitalization Sub-Account    2014       0.12         0.89 - 1.90           0.20 - 1.67
                                 2013       0.87         0.89 - 1.90         25.87 - 27.14
                                 2012       1.35         0.89 - 1.90          2.91 - 17.13
                                 2011       1.34         0.89 - 1.90     (20.66) - (19.86)

American Funds Growth            2015       0.58         0.89 - 2.30           4.43 - 5.91
   Sub-Account                   2014       0.77         0.89 - 2.30           6.04 - 7.55
                                 2013       0.93         0.89 - 2.30         27.15 - 28.95
                                 2012       0.81         0.89 - 2.30          1.85 - 16.84
                                 2011       0.63         0.89 - 2.30       (6.45) - (5.12)

American Funds                   2015       1.28         0.89 - 2.30         (0.85) - 0.56
   Growth-Income Sub-Account     2014       1.27         0.89 - 2.30           8.12 - 9.65
                                 2013       1.35         0.89 - 2.30         30.47 - 32.32
                                 2012       1.64         0.89 - 2.30         14.80 - 16.44
                                 2011       1.60         0.89 - 2.30       (4.06) - (2.70)

BlackRock Global Allocation V.I. 2015       2.16         0.90 - 1.60       (5.15) - (0.44)
   Sub-Account                   2014       2.13                1.10                (0.45)
   (Commenced 11/19/2014)                                                                 

Deutsche I CROCI International   2015       4.14         1.35 - 1.40       (6.80) - (6.75)
   Sub-Account                   2014       1.76         1.35 - 1.40     (12.99) - (12.95)
                                 2013       5.30         1.35 - 1.40         18.56 - 18.62
                                 2012       2.19         1.35 - 1.40         18.96 - 19.02
                                 2011       1.83         1.35 - 1.40     (17.83) - (17.79)

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                 AS OF DECEMBER 31                         FOR THE YEAR ENDED DECEMBER 31         
                                   --------------------------------------------  -------------------------------------------------
                                                   UNIT VALUE                    INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                                    LOWEST TO           NET         INCOME          LOWEST TO         LOWEST TO   
                                       UNITS       HIGHEST ($)      ASSETS ($)     RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                   ------------  ---------------  -------------  -------------  ----------------  ----------------
                                                                                                                                  
Federated High Income Bond   2015         2,503            10.00         25,030       5.62               1.40               (3.93)
   Sub-Account               2014         2,534            10.41         26,376       5.88               1.40                 1.26
                             2013         2,545            10.28         26,166       6.76               1.40                 5.50
                             2012         2,556             9.74         24,908       8.87               1.40                13.09
                             2011         3,549             8.62         30,572       8.62               1.40                 3.71

Federated Kaufman            2015         5,491             8.73         47,958         --               1.40                 4.90
   Sub-Account               2014         5,676             8.33         47,253         --               1.40                 8.19
                             2013         5,836             7.70         44,907         --               1.40                38.18
                             2012         6,002             5.57         33,424         --               1.40                15.65
                             2011        12,138             4.82         58,454       1.12               1.40              (14.47)

Fidelity VIP Asset Manager   2015     4,920,853    15.35 - 16.34     76,132,122       1.53        0.89 - 1.40      (1.25) - (0.75)
   Sub-Account               2014     5,426,360    15.54 - 16.47     84,977,763       1.47        0.89 - 1.40          4.36 - 4.90
                             2013     5,885,530    14.88 - 15.70     88,274,483       1.55        0.89 - 1.40        14.10 - 14.68
                             2012     6,517,939    13.04 - 13.69     85,640,352       1.49        0.89 - 1.40        10.91 - 11.48
                             2011     7,353,740    11.75 - 12.28     87,071,337       1.88        0.89 - 1.40      (3.91) - (3.42)

Fidelity VIP Contrafund      2015    21,653,047     6.17 - 71.00    581,923,231       0.94        0.89 - 2.25      (1.68) - (0.22)
   Sub-Account               2014    20,382,633     6.24 - 71.28    631,948,733       0.89        0.89 - 2.25         9.33 - 10.95
                             2013    17,717,451     5.67 - 64.36    611,972,926       1.04        0.89 - 2.25        10.23 - 30.12
                             2012    15,604,750    12.42 - 49.54    471,113,726       1.36        0.89 - 2.25        13.71 - 15.38
                             2011    15,588,853    10.76 - 43.00    388,526,965       1.01        0.89 - 2.25      (4.80) - (3.38)

Fidelity VIP Equity-Income   2015       280,187            17.70      4,959,137       3.11               1.40               (5.30)
   Sub-Account               2014       303,711            18.69      5,676,328       2.75               1.40                 7.21
                             2013       341,560            17.43      5,954,600       2.41               1.40                26.37
                             2012       400,352            13.80      5,523,241       2.96               1.40                15.67
                             2011       460,289            11.93      5,489,918       2.37               1.40               (0.43)

Fidelity VIP FundsManager    2015   340,402,591    12.86 - 13.05  4,406,702,675       1.25        1.90 - 2.05      (1.89) - (1.75)
   50% Sub-Account           2014   268,426,412    13.11 - 13.28  3,538,458,593       1.45        1.90 - 2.05          2.96 - 3.12
   (Commenced 7/23/2012)     2013   158,954,030    12.73 - 12.88  2,033,793,788       1.55        1.90 - 2.05        12.57 - 12.74
                             2012    39,080,828    11.31 - 11.42    443,823,085       2.69        1.90 - 2.05          1.76 - 4.11

Fidelity VIP FundsManager    2015   299,646,067    12.24 - 12.39  3,688,709,449       1.05        1.90 - 2.05      (1.63) - (1.48)
   60% Sub-Account           2014   319,425,019    12.44 - 12.58  3,994,437,491       1.24        1.90 - 2.05          3.27 - 3.42
                             2013   333,151,686    12.05 - 12.16  4,031,523,824       1.16        1.90 - 2.05        16.21 - 16.38
                             2012   345,636,001    10.37 - 10.45  3,596,633,088       1.53        1.90 - 2.05          9.33 - 9.49
                             2011   272,464,191      9.48 - 9.54  2,591,601,265       2.00        1.90 - 2.05      (4.01) - (3.87)

Fidelity VIP Government      2015     5,764,747     6.85 - 10.34     49,654,013       0.02        0.89 - 2.05      (2.02) - (0.86)
   Money Market Sub-Account  2014     5,894,288     6.95 - 10.53     50,947,648       0.01        0.89 - 2.05      (2.02) - (0.88)
                             2013     8,307,410     7.04 - 10.73     76,155,346       0.02        0.89 - 2.05      (2.01) - (0.86)
                             2012     8,041,430     7.14 - 10.94     73,659,399       0.12        0.89 - 2.05      (1.93) - (0.76)
                             2011     8,001,050     7.23 - 11.14     73,068,632       0.09        0.89 - 2.05      (1.94) - (0.77)

Fidelity VIP Growth          2015     6,842,558    23.31 - 24.69    160,925,919       0.25        0.89 - 1.40          5.68 - 6.23
   Sub-Account               2014     7,538,876    22.06 - 23.24    167,673,930       0.18        0.89 - 1.40         9.75 - 10.31
                             2013     8,194,380    20.10 - 21.07    165,968,439       0.29        0.89 - 1.40        34.44 - 35.13
                             2012     9,085,626    14.95 - 15.59    136,799,312       0.59        0.89 - 1.40        13.09 - 13.67
                             2011     9,918,387    13.22 - 13.72    131,974,709       0.36        0.89 - 1.40      (1.19) - (0.68)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                  AS OF DECEMBER 31                   
                                    ---------------------------------------------     
                                                     UNIT VALUE                       
                                                      LOWEST TO          NET          
                                        UNITS        HIGHEST ($)     ASSETS ($)       
                                    ------------  ---------------  --------------     
                                                                                      
Fidelity VIP Index 500        2015     2,464,560    25.24 - 26.83      62,224,177     
   Sub-Account                2014     2,778,454    25.25 - 26.71      70,165,982     
                              2013     3,091,556    22.53 - 23.73      69,677,247     
                              2012     3,530,426    17.27 - 18.10      60,984,620     
                              2011     3,976,112    15.10 - 15.76      60,061,917     

Fidelity VIP Mid Cap          2015     6,898,177    53.12 - 62.44     401,284,587     
   Sub-Account                2014     7,445,624    55.03 - 64.08     446,277,693     
                              2013     7,792,671    52.90 - 61.01     446,581,942     
                              2012     7,598,912    39.68 - 45.33     324,832,892     
                              2011     6,289,465    35.30 - 39.95     237,701,501     

Fidelity VIP Overseas         2015       376,022    11.55 - 13.19       4,615,792     
   Sub-Account                2014       411,275    11.28 - 12.89       4,942,746     
                              2013       447,143    12.41 - 14.19       5,925,521     
                              2012       509,517     9.62 - 11.02       5,241,037     
                              2011       540,072      8.06 - 9.24       4,664,192     

FTVIPT Franklin Income VIP    2015     4,415,184    45.17 - 64.11     253,302,116     
   Sub-Account                2014     4,717,186    49.71 - 69.63     294,909,928     
                              2013     4,919,666    48.59 - 67.20     297,821,470     
                              2012     4,708,870    43.62 - 59.54     253,164,341     
                              2011     4,290,472    39.61 - 53.36     206,611,149     

FTVIPT Franklin Mutual        2015     4,536,450    25.60 - 30.71     128,211,487     
   Shares VIP Sub-Account     2014     5,080,687    27.45 - 32.61     153,109,223     
                              2013     5,477,366    26.11 - 30.73     156,078,571     
                              2012     5,768,385    20.75 - 24.19     129,780,562     
                              2011     5,952,328    18.51 - 21.38     118,532,870     

FTVIPT Franklin Small Cap     2015     8,783,442     1.31 - 13.07     110,998,636     
   Value VIP Sub-Account      2014     9,145,054     1.42 - 14.25     126,502,556     
                              2013     9,184,423    13.56 - 14.30     128,048,983     
                              2012     8,321,925    10.13 - 10.60      86,296,073     
                              2011     5,710,847      8.71 - 9.04      50,705,697     

FTVIPT Templeton Foreign VIP  2015     2,282,942    13.03 - 30.69      66,002,305     
   Sub-Account                2014     2,354,783    14.19 - 33.39      73,607,780     
                              2013     2,457,017    16.25 - 38.21      87,721,293     
                              2012     2,730,167    13.46 - 31.61      80,788,377     
                              2011     2,720,421    11.59 - 27.19      69,009,193     

FTVIPT Templeton Global       2015    11,945,145    17.38 - 19.91     222,633,715     
   Bond VIP Sub-Account       2014    12,667,617    18.48 - 21.01     250,150,012     
                              2013    12,950,902    18.47 - 20.82     254,683,414     
                              2012    11,067,808    18.50 - 20.69     217,063,429     
                              2011     8,104,261    16.36 - 18.15     139,986,041     

Invesco V.I. American         2015         1,825             8.19          14,936     
   Franchise Sub-Account      2014         1,911             7.90          15,107     
                              2013        22,147             7.39         163,713     
                              2012        28,015             5.35         149,862     
                              2011        18,874             4.77          90,033     


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                       INCOME          LOWEST TO          LOWEST TO   
                                      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                    -------------  ----------------  -----------------
                                                                                      
Fidelity VIP Index 500        2015      1.93         0.89 - 1.35         (0.02) - 0.44
   Sub-Account                2014      1.59         0.89 - 1.35         12.05 - 12.56
                              2013      1.84         0.89 - 1.35         30.47 - 31.07
                              2012      2.03         0.89 - 1.35         14.35 - 14.88
                              2011      1.87         0.89 - 1.35           0.67 - 1.14

Fidelity VIP Mid Cap          2015      0.25         0.95 - 1.90       (3.48) - (2.56)
   Sub-Account                2014      0.02         0.95 - 1.90           4.04 - 5.03
                              2013      0.28         0.95 - 1.90         33.31 - 34.59
                              2012      0.43         0.95 - 1.90         12.40 - 13.47
                              2011      0.03         0.95 - 1.90     (12.53) - (11.70)

Fidelity VIP Overseas         2015      1.31         1.15 - 1.40           2.18 - 2.44
   Sub-Account                2014      1.29         1.15 - 1.40       (9.36) - (9.13)
                              2013      1.34         1.15 - 1.40         28.62 - 28.95
                              2012      1.97         1.15 - 1.40         19.05 - 19.35
                              2011      1.35         1.15 - 1.40     (18.32) - (18.12)

FTVIPT Franklin Income VIP    2015      4.62         0.95 - 2.25       (9.12) - (7.93)
   Sub-Account                2014      4.98         0.95 - 2.25           2.29 - 3.63
                              2013      6.33         0.95 - 2.25         11.41 - 12.86
                              2012      6.44         0.95 - 2.25         10.13 - 11.58
                              2011      5.75         0.95 - 2.25           0.11 - 1.42

FTVIPT Franklin Mutual        2015      3.00         0.95 - 1.90       (6.73) - (5.84)
   Shares VIP Sub-Account     2014      2.00         0.95 - 1.90           5.11 - 6.11
                              2013      2.10         0.95 - 1.90         25.85 - 27.05
                              2012      2.06         0.95 - 1.90         12.08 - 13.16
                              2011      2.42         0.95 - 1.90       (2.90) - (1.98)

FTVIPT Franklin Small Cap     2015      0.63         0.95 - 1.75       (8.99) - (8.26)
   Value VIP Sub-Account      2014      0.61         0.95 - 1.75       (1.17) - (0.38)
                              2013      1.31         0.95 - 1.75         33.88 - 34.95
                              2012      0.78         0.95 - 1.75         16.32 - 17.26
                              2011      0.66         0.95 - 1.75       (5.43) - (4.67)

FTVIPT Templeton Foreign VIP  2015      3.23         1.55 - 2.30       (8.62) - (7.93)
   Sub-Account                2014      1.86         1.55 - 2.30     (13.15) - (12.50)
                              2013      2.38         1.55 - 2.30         20.18 - 21.08
                              2012      3.02         1.55 - 2.30         15.53 - 16.41
                              2011      1.71         1.55 - 2.30     (12.66) - (12.00)

FTVIPT Templeton Global       2015      7.91         0.95 - 1.75       (5.97) - (5.21)
   Bond VIP Sub-Account       2014      5.11         0.95 - 1.75           0.07 - 0.87
                              2013      4.75         0.95 - 1.75         (0.13) - 0.67
                              2012      6.42         0.95 - 1.75         13.06 - 13.97
                              2011      5.46         0.95 - 1.75       (2.58) - (1.81)

Invesco V.I. American         2015        --                1.40                  3.55
   Franchise Sub-Account      2014        --                1.40                  6.93
                              2013      0.42                1.40                 38.19
                              2012        --                1.40                 12.14
                              2011        --                1.40                (7.49)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                                [Download Table]

                                                  AS OF DECEMBER 31                 
                                   ---------------------------------------------    
                                                    UNIT VALUE                      
                                                     LOWEST TO          NET         
                                       UNITS        HIGHEST ($)     ASSETS ($)      
                                   ------------  ---------------  --------------    
                                                                                    
Invesco V.I. Core Equity     2015        27,589             6.21         171,366    
   Sub-Account               2014        34,703             6.68         231,978    
                             2013        39,835             6.27         249,696    
                             2012        49,005             4.92         241,009    
                             2011        63,191             4.38         276,761    

Invesco V.I. Equity and      2015    28,966,281     6.30 - 22.55     619,311,840    
   Income Sub-Account        2014    30,622,887     6.54 - 23.37     681,211,301    
                             2013    31,328,255     6.09 - 21.69     649,322,698    
                             2012    29,563,858     4.93 - 17.54     496,945,594    
                             2011    27,370,136     4.44 - 15.75     414,357,262    

Invesco V.I. Growth and      2015           654             9.95           6,509    
   Income Sub-Account        2014           665            10.41           6,927    
                             2013    13,799,854     9.57 - 36.41     365,970,613    
                             2012    13,407,203     7.24 - 27.48     268,230,013    
                             2011    11,777,382     6.40 - 24.26     206,338,231    

Invesco V.I. International   2015     8,534,492     8.74 - 32.97     256,390,780    
   Growth Sub-Account        2014     8,820,511     9.07 - 34.18     275,880,972    
                             2013     8,901,354     9.17 - 34.47     281,999,206    
                             2012     8,127,475     7.81 - 29.32     219,783,700    
                             2011     6,481,068     6.86 - 25.68     154,099,050    

Ivy Funds VIP Asset          2015        20,900    14.31 - 15.87         317,700    
   Strategy Sub-Account      2014         2,575    16.67 - 17.51          45,023    
   (Commenced 11/19/2014)                                                           

LMPVET ClearBridge Variable  2015    11,091,987    16.99 - 30.16     300,878,534    
   Aggressive Growth         2014    11,333,726    17.67 - 30.99     316,448,933    
   Sub-Account               2013    11,979,001    15.00 - 25.98     280,745,200    
                             2012    11,687,754    10.38 - 17.75     186,988,862    
                             2011    11,855,614     8.94 - 15.09     160,839,221    

LMPVET ClearBridge Variable  2015     7,746,928    41.76 - 57.24     400,323,007    
   Appreciation Sub-Account  2014     8,268,721    42.06 - 56.87     426,519,441    
                             2013     8,604,407    38.78 - 51.73     405,286,221    
                             2012     7,908,912    30.52 - 40.17     290,191,379    
                             2011     7,021,537    26.94 - 34.98     224,680,370    

LMPVET ClearBridge Variable  2015     9,391,848    12.92 - 21.38     186,422,315    
   Dividend Strategy         2014     9,796,222    13.81 - 22.59     205,573,482    
   Sub-Account               2013    10,244,154    12.44 - 20.09     191,169,653    
                             2012     9,055,914    10.11 - 16.14     134,931,130    
                             2011     8,013,455     9.06 - 14.28     103,322,855    

LMPVET ClearBridge Variable  2015       156,000    22.70 - 26.15       3,887,858    
   Large Cap Growth          2014       200,379    21.16 - 24.18       4,631,601    
   Sub-Account               2013       242,954    18.99 - 21.53       5,012,390    
                             2012       283,429    14.10 - 15.86       4,312,254    
                             2011       363,040    11.99 - 13.38       4,673,796    


                                            FOR THE YEAR ENDED DECEMBER 31          
                                   -------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                      INCOME          LOWEST TO         LOWEST TO   
                                     RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                   -------------  ----------------  ----------------
                                                                                    
Invesco V.I. Core Equity     2015       1.05               1.40               (7.08)
   Sub-Account               2014       0.87               1.40                 6.64
                             2013       1.36               1.40                27.45
                             2012       0.91               1.40                12.29
                             2011       0.92               1.40               (1.44)

Invesco V.I. Equity and      2015       2.30        0.95 - 1.90      (4.42) - (3.51)
   Income Sub-Account        2014       1.58        0.95 - 1.90          6.72 - 7.74
                             2013       1.54        0.95 - 1.90        22.54 - 23.71
                             2012       1.85        0.95 - 1.90        10.26 - 11.32
                             2011       1.69        0.95 - 1.90      (8.77) - (2.23)

Invesco V.I. Growth and      2015       2.94               1.40               (4.41)
   Income Sub-Account        2014         --               1.40                 8.75
                             2013       1.31        0.95 - 1.90        31.25 - 32.50
                             2012       1.36        0.95 - 1.90        12.18 - 13.26
                             2011       1.13        0.95 - 1.90      (4.10) - (3.18)

Invesco V.I. International   2015       1.28        0.95 - 1.75      (4.31) - (3.54)
   Growth Sub-Account        2014       1.38        0.95 - 1.75      (1.65) - (0.86)
                             2013       1.10        0.95 - 1.75        16.66 - 17.60
                             2012       1.38        0.95 - 1.75        13.25 - 14.16
                             2011       1.06        0.95 - 1.75      (8.60) - (7.87)

Ivy Funds VIP Asset          2015       0.36        1.10 - 1.60      (9.80) - (9.35)
   Strategy Sub-Account      2014         --        1.10 - 1.35      (2.27) - (2.24)
   (Commenced 11/19/2014)                                                           

LMPVET ClearBridge Variable  2015       0.35        0.95 - 2.30      (3.97) - (2.66)
   Aggressive Growth         2014       0.17        0.95 - 2.30        17.66 - 19.26
   Sub-Account               2013       0.28        0.95 - 2.30        44.42 - 46.38
                             2012       0.43        0.95 - 2.30        16.01 - 17.60
                             2011       0.20        0.95 - 2.30          0.15 - 1.50

LMPVET ClearBridge Variable  2015       1.17        0.95 - 2.30        (0.71) - 0.64
   Appreciation Sub-Account  2014       1.17        0.95 - 2.30          8.47 - 9.94
                             2013       1.29        0.95 - 2.30        27.05 - 28.77
                             2012       1.75        0.95 - 2.30        13.30 - 14.85
                             2011       1.77        0.95 - 2.30          0.28 - 1.64

LMPVET ClearBridge Variable  2015       1.65        0.95 - 2.30      (6.48) - (5.34)
   Dividend Strategy         2014       2.05        0.95 - 2.30        11.03 - 12.41
   Sub-Account               2013       1.65        0.95 - 2.30        23.08 - 24.49
                             2012       3.04        0.95 - 2.30        11.60 - 12.99
                             2011       3.39        0.95 - 2.30        (2.15) - 6.69

LMPVET ClearBridge Variable  2015       0.43        1.50 - 2.30          7.30 - 8.16
   Large Cap Growth          2014       0.48        1.50 - 2.30        11.40 - 12.29
   Sub-Account               2013       0.51        1.50 - 2.30        34.72 - 35.80
                             2012       0.66        1.50 - 2.30        17.60 - 18.55
                             2011       0.42        1.50 - 2.30      (2.91) - (2.12)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                     AS OF DECEMBER 31                 
                                      ----------------------------------------------   
                                                       UNIT VALUE                      
                                                        LOWEST TO           NET        
                                          UNITS        HIGHEST ($)      ASSETS ($)     
                                      ------------  ----------------  --------------   
                                                                                       
LMPVET ClearBridge Variable     2015       333,277     20.49 - 23.64       7,518,321   
   Large Cap Value              2014       369,225     21.58 - 24.70       8,744,177   
   Sub-Account                  2013       319,601     19.77 - 22.45       6,892,954   
                                2012       286,427     15.28 - 17.21       4,743,489   
                                2011       265,335     13.42 - 15.00       3,836,359   

LMPVET ClearBridge Variable     2015     3,817,761     21.51 - 30.88     101,595,917   
   Small Cap Growth             2014     4,105,606     23.02 - 32.61     115,942,801   
   Sub-Account                  2013     4,102,827     22.63 - 31.63     112,499,020   
                                2012     3,457,289     15.75 - 21.71      64,881,494   
                                2011     2,686,955     13.50 - 18.35      42,564,777   

LMPVET Permal Alternative       2015     1,078,857       9.42 - 9.49      10,193,761   
   Select VIT Sub-Account       2014        64,025     10.01 - 10.02         641,034   
   (Commenced 11/19/2014)                                                              

LMPVET QS Legg Mason            2015     1,731,301     19.96 - 23.89      38,239,774   
   Variable Conservative        2014     1,866,299     20.59 - 24.41      42,335,472   
   Growth Sub-Account           2013     2,011,433     20.00 - 23.49      44,101,401   
                                2012     1,699,443     17.68 - 20.56      32,620,028   
                                2011     1,414,982     15.93 - 17.95      24,265,695   

LMPVET QS Legg Mason            2015     4,234,141     17.87 - 21.39      83,641,315   
   Variable Growth Sub-Account  2014     4,529,329     18.63 - 22.09      92,760,220   
                                2013     4,790,185     18.14 - 21.30      95,074,284   
                                2012     5,015,187     14.61 - 17.00      79,817,339   
                                2011     4,732,454     12.85 - 14.81      65,879,472   

LMPVET QS Legg Mason            2015        67,619     17.96 - 19.37       1,277,408   
   Variable Moderate Growth     2014        98,417     18.64 - 20.02       1,923,838   
   Sub-Account                  2013       121,395     18.11 - 19.37       2,304,999   
                                2012       162,342     15.15 - 16.14       2,573,509   
                                2011       219,583     13.47 - 14.30       3,086,943   

LMPVIT Western Asset            2015     4,003,585     18.50 - 23.49      86,641,483   
   Variable Global High Yield   2014     4,320,147     20.11 - 25.19     100,641,688   
   Bond Sub-Account             2013     4,386,878     20.82 - 25.72     104,740,451   
                                2012     4,039,328     20.05 - 24.44      91,771,912   
                                2011     3,594,817     17.34 - 20.85      69,717,903   

MFS VIT Investors Trust         2015         1,112              7.98           8,875   
   Sub-Account                  2014         1,191              8.08           9,619   
                                2013         3,517              7.38          25,951   
                                2012         3,616              5.67          20,488   
                                2011         7,050              4.82          33,994   

MFS VIT New Discovery           2015         3,178             12.36          39,288   
   Sub-Account                  2014         3,178             12.78          40,607   
                                2013         3,294             13.97          46,020   
                                2012         4,161             10.01          41,661   
                                2011         4,939              8.38          41,374   


                                               FOR THE YEAR ENDED DECEMBER 31          
                                      -------------------------------------------------
                                      INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                         INCOME          LOWEST TO         LOWEST TO   
                                        RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                      -------------  ----------------  ----------------
                                                                                       
LMPVET ClearBridge Variable     2015       1.41        1.50 - 2.30      (5.08) - (4.31)
   Large Cap Value              2014       1.96        1.50 - 2.30         9.17 - 10.05
   Sub-Account                  2013       1.77        1.50 - 2.30        29.36 - 30.40
                                2012       2.37        1.50 - 2.30        13.84 - 14.76
                                2011       2.82        1.50 - 2.30          2.57 - 3.39

LMPVET ClearBridge Variable     2015         --        0.95 - 2.30      (6.55) - (5.28)
   Small Cap Growth             2014         --        0.95 - 2.30          1.71 - 3.09
   Sub-Account                  2013       0.05        0.95 - 2.30        43.71 - 45.66
                                2012       0.42        0.95 - 2.30        16.70 - 18.29
                                2011         --        0.95 - 2.30        (0.91) - 0.43

LMPVET Permal Alternative       2015       1.46        0.95 - 1.60      (5.89) - (4.25)
   Select VIT Sub-Account       2014       0.57        1.10 - 1.60      (0.55) - (0.49)
   (Commenced 11/19/2014)                                                              

LMPVET QS Legg Mason            2015       1.95        0.95 - 1.90      (3.05) - (2.12)
   Variable Conservative        2014       2.46        0.95 - 1.90          2.93 - 3.92
   Growth Sub-Account           2013       2.21        0.95 - 1.90        13.16 - 14.24
                                2012       2.95        0.95 - 1.90        10.96 - 12.02
                                2011       3.19        1.10 - 1.90        (0.73) - 0.07

LMPVET QS Legg Mason            2015       1.33        0.95 - 1.90      (4.07) - (3.16)
   Variable Growth Sub-Account  2014       1.77        0.95 - 1.90          2.72 - 3.70
                                2013       1.66        0.95 - 1.90        24.12 - 25.30
                                2012       1.84        0.95 - 1.90        13.70 - 14.79
                                2011       1.55        0.95 - 1.90      (4.15) - (3.23)

LMPVET QS Legg Mason            2015       1.47        1.50 - 1.90      (3.64) - (3.25)
   Variable Moderate Growth     2014       1.74        1.50 - 1.90          2.93 - 3.34
   Sub-Account                  2013       1.41        1.50 - 1.90        19.53 - 20.01
                                2012       2.16        1.50 - 1.90        12.43 - 12.88
                                2011       1.88        1.50 - 1.90      (2.45) - (2.06)

LMPVIT Western Asset            2015       5.96        0.95 - 2.30      (7.98) - (6.73)
   Variable Global High Yield   2014       7.11        0.95 - 2.30      (3.40) - (2.09)
   Bond Sub-Account             2013       6.19        0.95 - 2.30          3.85 - 5.27
                                2012       7.84        0.95 - 2.30        15.62 - 17.20
                                2011       8.38        0.95 - 2.30        (0.59) - 0.75

MFS VIT Investors Trust         2015       0.92               1.40               (1.18)
   Sub-Account                  2014       0.61               1.40                 9.46
                                2013       1.10               1.40                30.22
                                2012       0.67               1.40                17.52
                                2011       0.90               1.40               (3.54)

MFS VIT New Discovery           2015         --               1.40               (3.25)
   Sub-Account                  2014         --               1.40               (8.55)
                                2013         --               1.40                39.55
                                2012         --               1.40                19.53
                                2011         --               1.40              (11.51)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                  
                                    -----------------------------------------------   
                                                      UNIT VALUE                      
                                                       LOWEST TO           NET        
                                        UNITS         HIGHEST ($)      ASSETS ($)     
                                    -------------  ----------------  --------------   
                                                                                      
MFS VIT Research Sub-Account  2015          3,091              8.48          26,211   
                              2014          3,115              8.53          26,571   
                              2013          8,132              7.85          63,835   
                              2012          8,335              6.02          50,155   
                              2011          8,675              5.20          45,142   

MIST AB Global Dynamic        2015    263,678,991     11.63 - 12.45   3,205,371,897   
   Allocation Sub-Account     2014    275,344,937     11.84 - 12.49   3,373,491,338   
   (Commenced 5/2/2011)       2013    286,256,086     11.32 - 11.74   3,313,674,192   
                              2012    267,334,005     10.40 - 10.66   2,823,843,417   
                              2011    168,434,681       9.68 - 9.75   1,639,379,077   

MIST Allianz Global           2015     59,800,997      1.00 - 10.35      60,867,062   
   Investors Dynamic          2014     18,219,524      1.04 - 10.55      18,986,456   
   Multi-Asset Plus                                                                   
   Sub-Account                                                                        
   (Commenced 4/28/2014)                                                              

MIST American Funds           2015    246,263,553     11.89 - 13.29   3,117,922,583   
   Balanced Allocation        2014    264,143,945     12.26 - 13.41   3,417,834,574   
   Sub-Account                2013    276,830,535     11.83 - 12.78   3,430,387,038   
                              2012    292,605,761     10.22 - 10.89   3,106,060,329   
                              2011    306,967,734       9.22 - 9.69   2,914,777,188   

MIST American Funds Growth    2015    137,469,623     11.92 - 13.12   1,740,439,216   
   Allocation Sub-Account     2014    142,940,560     12.29 - 13.37   1,852,260,667   
                              2013    147,794,512     11.83 - 12.67   1,828,322,375   
                              2012    149,020,463      9.68 - 10.24   1,496,665,592   
                              2011    159,224,115       8.53 - 8.92   1,398,390,722   

MIST American Funds Growth    2015     77,730,599      1.44 - 14.88     640,713,098   
   Sub-Account                2014     71,860,704      1.37 - 13.78     648,671,484   
                              2013     59,593,818      1.29 - 12.90     632,386,636   
                              2012     54,812,434      9.59 - 10.07     545,665,799   
                              2011     64,256,598       8.36 - 8.69     553,292,806   

MIST American Funds           2015    126,162,585     11.66 - 13.04   1,567,578,863   
   Moderate Allocation        2014    137,310,606     12.03 - 13.16   1,744,157,123   
   Sub-Account                2013    147,773,215     11.61 - 12.53   1,796,366,977   
                              2012    159,499,085     10.47 - 11.15   1,734,325,945   
                              2011    168,982,398      9.67 - 10.16   1,683,464,896   

MIST AQR Global Risk          2015    241,508,750      9.10 - 10.21   2,431,541,679   
   Balanced Sub-Account       2014    265,908,083     10.20 - 11.40   3,001,302,195   
   (Commenced 5/2/2011)       2013    295,108,196      9.93 - 11.09   3,248,475,977   
                              2012    324,843,850     10.42 - 11.61   3,753,309,463   
                              2011    179,038,392     10.54 - 10.62   1,898,124,083   

MIST BlackRock Global         2015    445,213,023     11.02 - 11.80   5,128,182,508   
   Tactical Strategies        2014    463,962,556     11.30 - 11.92   5,423,637,032   
   Sub-Account                2013    487,574,727     10.92 - 11.35   5,457,878,761   
   (Commenced 5/2/2011)       2012    471,913,542     10.13 - 10.38   4,856,824,935   
                              2011    297,189,715       9.51 - 9.58   2,842,712,285   


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                       INCOME          LOWEST TO          LOWEST TO   
                                      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                    -------------  ----------------  -----------------
                                                                                      
MFS VIT Research Sub-Account  2015       0.73               1.40                (0.60)
                              2014       0.79               1.40                  8.67
                              2013       0.33               1.40                 30.45
                              2012       0.79               1.40                 15.63
                              2011       0.72               1.40                (1.83)

MIST AB Global Dynamic        2015       3.28        0.90 - 2.35       (1.76) - (0.32)
   Allocation Sub-Account     2014       1.94        0.90 - 2.35           0.77 - 6.39
   (Commenced 5/2/2011)       2013       1.28        0.90 - 2.35          8.56 - 10.15
                              2012       0.10        0.90 - 2.35           3.45 - 8.82
                              2011       0.87        1.15 - 2.25       (3.18) - (2.47)

MIST Allianz Global           2015       1.61        1.10 - 2.15       (3.09) - (2.07)
   Investors Dynamic          2014       0.92        1.15 - 2.00           0.71 - 4.55
   Multi-Asset Plus                                                                   
   Sub-Account                                                                        
   (Commenced 4/28/2014)                                                              

MIST American Funds           2015       1.40        0.90 - 2.35       (4.60) - (0.37)
   Balanced Allocation        2014       1.27        1.00 - 2.35         (0.35) - 4.99
   Sub-Account                2013       1.37        1.00 - 2.35         15.78 - 17.35
                              2012       1.69        1.00 - 2.35         10.88 - 12.39
                              2011       1.26        1.00 - 2.35       (4.39) - (3.10)

MIST American Funds Growth    2015       1.31        1.10 - 2.35       (5.94) - (0.25)
   Allocation Sub-Account     2014       1.03        1.10 - 2.35         (0.52) - 5.17
                              2013       1.00        1.15 - 2.35         22.20 - 23.68
                              2012       1.21        1.15 - 2.35         13.45 - 14.82
                              2011       1.10        1.15 - 2.35       (6.95) - (5.82)

MIST American Funds Growth    2015       0.87        0.95 - 2.35           1.76 - 5.48
   Sub-Account                2014       0.55        0.95 - 2.35           0.56 - 7.16
                              2013       0.44        0.95 - 2.35         11.27 - 28.11
                              2012       0.33        1.30 - 2.35         14.67 - 15.89
                              2011       0.35        1.30 - 2.35       (6.81) - (5.83)

MIST American Funds           2015       1.49        0.90 - 2.35       (3.52) - (0.45)
   Moderate Allocation        2014       1.46        1.00 - 2.35         (0.26) - 5.04
   Sub-Account                2013       1.65        1.00 - 2.35         10.88 - 12.39
                              2012       2.04        1.00 - 2.35           8.25 - 9.73
                              2011       1.54        1.00 - 2.35       (2.14) - (0.81)

MIST AQR Global Risk          2015       5.51        0.90 - 2.35     (11.67) - (10.38)
   Balanced Sub-Account       2014         --        0.90 - 2.35         (3.48) - 3.07
   (Commenced 5/2/2011)       2013       2.09        0.90 - 2.35       (5.64) - (4.26)
                              2012       0.44        0.90 - 2.35           3.72 - 9.29
                              2011       3.00        1.15 - 2.25           1.94 - 2.70

MIST BlackRock Global         2015       1.55        0.90 - 2.35         (2.43) - 0.11
   Tactical Strategies        2014       1.12        0.90 - 2.35         (0.16) - 4.97
   Sub-Account                2013       1.36        0.90 - 2.35           7.75 - 9.32
   (Commenced 5/2/2011)       2012         --        0.90 - 2.35           3.27 - 7.89
                              2011       1.37        1.15 - 2.25       (4.84) - (4.14)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                  AS OF DECEMBER 31                   
                                    ---------------------------------------------     
                                                     UNIT VALUE                       
                                                      LOWEST TO          NET          
                                        UNITS        HIGHEST ($)     ASSETS ($)       
                                    ------------  ---------------  --------------     
                                                                                      
MIST BlackRock High Yield     2015     9,031,674    14.40 - 27.56     210,920,401     
   Sub-Account                2014     9,596,910    15.21 - 28.99     238,215,887     
                              2013    10,783,682    14.92 - 28.32     265,149,806     
                              2012    11,949,833    13.83 - 26.13     276,977,302     
                              2011    10,891,616    12.03 - 21.28     221,624,841     

MIST Clarion Global Real      2015    15,477,002    16.37 - 70.58     288,549,595     
   Estate Sub-Account         2014    17,245,897    17.00 - 72.26     330,178,643     
                              2013    11,099,591    15.36 - 17.68     182,673,922     
                              2012    10,967,900    15.19 - 17.23     177,317,957     
                              2011    11,304,866    12.34 - 13.38     147,447,056     

MIST ClearBridge Aggressive   2015    35,697,833   12.04 - 203.07     513,586,109     
   Growth Sub-Account         2014    38,472,258   12.71 - 214.41     586,572,505     
                              2013    36,299,683    10.84 - 13.77     451,710,565     
                              2012    33,802,849      7.55 - 9.54     292,871,764     
                              2011    35,764,496      6.45 - 7.78     265,479,062     

MIST Goldman Sachs Mid Cap    2015     6,513,771    19.57 - 23.18     139,196,313     
   Value Sub-Account          2014     7,477,599    22.05 - 25.19     178,512,669     
                              2013     7,939,384    19.93 - 22.07     170,038,386     
                              2012     8,486,283    15.38 - 16.85     139,211,779     
                              2011     9,263,271    13.34 - 14.45     130,696,272     

MIST Harris Oakmark           2015    25,339,005    20.23 - 25.80     595,542,818     
   International Sub-Account  2014    26,551,192    21.63 - 27.28     663,509,252     
                              2013    25,769,452    23.43 - 29.23     693,983,244     
                              2012    25,722,293    18.33 - 22.61     538,939,254     
                              2011    28,033,038    14.49 - 17.04     461,860,538     

MIST Invesco Balanced-Risk    2015   749,414,346     1.00 - 10.52     777,069,714     
   Allocation Sub-Account     2014   758,894,714     1.07 - 11.10     832,374,445     
   (Commenced 4/30/2012)      2013   800,860,953      1.04 - 1.06     843,160,697     
                              2012   631,214,101      1.04 - 1.05     661,422,417     

MIST Invesco Comstock         2015    39,951,458    14.08 - 22.61     699,284,637     
   Sub-Account                2014    43,175,673    15.33 - 24.28     813,000,076     
                              2013    26,889,264    14.36 - 22.42     443,561,923     
                              2012    26,662,653    10.86 - 16.72     329,458,802     
                              2011    25,137,797     9.39 - 14.24     266,463,408     

MIST Invesco Mid Cap Value    2015     7,308,379     1.61 - 37.62     244,281,850     
   Sub-Account                2014     6,927,870    17.85 - 41.71     258,407,609     
                              2013     4,619,902    30.27 - 38.39     158,040,375     
                              2012     5,175,603    23.78 - 29.73     138,149,492     
                              2011     5,366,862    21.23 - 24.69     127,004,689     

MIST Invesco Small Cap        2015    11,537,860    22.84 - 28.61     291,887,925     
   Growth Sub-Account         2014    11,824,275    23.77 - 29.28     308,642,273     
                              2013    13,003,134    22.53 - 27.31     319,189,345     
                              2012    13,528,657    16.44 - 19.61     240,468,780     
                              2011    13,942,780    14.22 - 16.69     212,672,795     


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                       INCOME          LOWEST TO          LOWEST TO   
                                      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                    -------------  ----------------  -----------------
                                                                                      
MIST BlackRock High Yield     2015      8.07         0.90 - 2.35       (6.28) - (4.91)
   Sub-Account                2014      6.09         0.90 - 2.35         (1.88) - 2.37
                              2013      7.02         0.90 - 2.35           6.79 - 8.35
                              2012      7.05         0.90 - 2.35          7.68 - 15.15
                              2011      6.52         1.20 - 2.35         (0.03) - 1.12

MIST Clarion Global Real      2015      3.81         0.90 - 2.35         (3.69) - 3.43
   Estate Sub-Account         2014      1.03         0.90 - 2.35          1.03 - 12.25
                              2013      6.85         0.90 - 2.35           1.14 - 2.62
                              2012      2.03         0.90 - 2.35          9.18 - 24.35
                              2011      3.80         1.30 - 2.35       (7.78) - (6.80)

MIST ClearBridge Aggressive   2015      0.23         0.90 - 2.35       (6.27) - (4.69)
   Growth Sub-Account         2014      0.11         0.90 - 2.35          1.60 - 17.83
                              2013      0.22         0.90 - 2.35         42.22 - 44.30
                              2012      0.02         0.90 - 2.35          3.28 - 17.38
                              2011        --         0.95 - 2.35         (9.34) - 1.91

MIST Goldman Sachs Mid Cap    2015      0.64         0.90 - 2.35      (11.23) - (4.37)
   Value Sub-Account          2014      0.54         1.10 - 2.35          2.29 - 11.77
                              2013      0.89         1.30 - 2.35         29.57 - 30.94
                              2012      0.59         1.30 - 2.35         15.36 - 16.58
                              2011      0.48         1.30 - 2.35       (8.46) - (7.50)

MIST Harris Oakmark           2015      3.01         0.95 - 2.35       (6.74) - (3.92)
   International Sub-Account  2014      2.41         0.95 - 2.35         (7.98) - 0.25
                              2013      2.44         0.95 - 2.35         27.46 - 29.26
                              2012      1.63         0.95 - 2.35         15.61 - 27.58
                              2011        --         1.30 - 2.35     (16.24) - (15.36)

MIST Invesco Balanced-Risk    2015      2.83         0.90 - 2.35       (6.43) - (0.67)
   Allocation Sub-Account     2014        --         0.90 - 2.35           0.40 - 4.63
   (Commenced 4/30/2012)      2013        --         0.90 - 2.35         (0.50) - 0.95
                              2012      0.55         0.90 - 2.35           3.03 - 4.04

MIST Invesco Comstock         2015      2.88         0.90 - 2.35       (8.16) - (6.81)
   Sub-Account                2014      0.60         0.90 - 2.35           0.28 - 8.33
                              2013      1.07         0.90 - 2.35         32.25 - 34.18
                              2012      1.22         0.90 - 2.35          5.55 - 17.40
                              2011      1.09         0.95 - 2.35       (3.76) - (2.39)

MIST Invesco Mid Cap Value    2015      0.45         0.90 - 2.35      (11.10) - (6.76)
   Sub-Account                2014      0.33         0.90 - 2.35           1.20 - 8.70
                              2013      0.74         0.90 - 2.35         27.28 - 29.14
                              2012      0.40         0.90 - 2.35          2.26 - 13.21
                              2011      0.51         1.30 - 2.35       (5.93) - (4.94)

MIST Invesco Small Cap        2015      0.01         0.89 - 2.35       (3.99) - (2.29)
   Growth Sub-Account         2014        --         0.89 - 2.35           1.89 - 7.22
                              2013      0.23         0.89 - 2.35         36.92 - 39.29
                              2012        --         0.89 - 2.35         15.47 - 17.45
                              2011        --         0.89 - 2.35       (3.37) - (1.73)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                    AS OF DECEMBER 31                   
                                      ---------------------------------------------     
                                                      UNIT VALUE                        
                                                       LOWEST TO           NET          
                                          UNITS       HIGHEST ($)      ASSETS ($)       
                                      ------------  ---------------  --------------     
                                                                                        
MIST JPMorgan Core Bond         2015    31,401,600     9.78 - 11.06     340,682,787     
   Sub-Account                  2014    32,404,332     9.89 - 11.15     355,237,960     
                                2013    29,439,490    10.12 - 10.75     311,869,932     
                                2012    31,242,391    10.69 - 11.23     346,492,447     
                                2011    32,528,572    10.43 - 10.84     349,346,240     

MIST JPMorgan Global Active     2015   828,919,735     1.16 - 12.26   1,000,785,200     
   Allocation Sub-Account       2014   747,266,184     1.18 - 12.14     905,975,458     
   (Commenced 4/30/2012)        2013   649,853,969      1.13 - 1.16     746,849,717     
                                2012   269,034,003      1.04 - 1.05     282,572,135     

MIST JPMorgan Small Cap         2015     1,287,553    16.94 - 19.19      23,133,878     
   Value Sub-Account            2014     1,417,944    18.69 - 20.92      27,932,500     
                                2013     1,455,583    18.28 - 20.23      27,866,566     
                                2012     1,643,159    14.04 - 15.36      24,014,976     
                                2011     1,650,824    12.42 - 13.17      21,224,281     

MIST Loomis Sayles Global       2015     9,530,128    15.68 - 17.95     161,399,211     
   Markets Sub-Account          2014    10,444,732    15.85 - 17.90     177,351,030     
                                2013    10,842,823    15.69 - 17.47     180,595,781     
                                2012    12,318,466    13.71 - 14.91     177,780,410     
                                2011    13,161,956    12.01 - 12.74     165,018,207     

MIST Lord Abbett Bond           2015     7,236,897    10.02 - 32.76     199,682,057     
   Debenture Sub-Account        2014     8,190,115    10.35 - 33.68     234,576,558     
                                2013     9,341,018     9.99 - 32.33     259,294,487     
                                2012    10,178,078     9.36 - 30.15     266,010,291     
                                2011    10,848,076     8.39 - 26.88     255,107,548     

MIST Met/Artisan International  2015        12,794      9.42 - 9.54         121,159     
   Sub-Account                                                                          
   (Commenced 11/19/2014                                                                
   and began transactions in 2015)                                                      

MIST Met/Eaton Vance            2015     5,985,329    10.26 - 11.01      64,028,918     
   Floating Rate Sub-Account    2014     6,743,439    10.59 - 11.23      73,909,210     
                                2013     7,519,969    10.76 - 11.18      83,115,837     
                                2012     5,007,151    10.61 - 10.91      54,197,004     
                                2011     4,263,176    10.13 - 10.30      43,696,769     

MIST Met/Franklin Low           2015    16,246,958     9.37 - 10.03     157,983,094     
   Duration Total Return        2014    17,421,682     9.65 - 10.18     173,124,917     
   Sub-Account                  2013    14,050,793     9.78 - 10.16     140,307,146     
   (Commenced 5/2/2011)         2012     4,349,231     9.92 - 10.14      43,609,944     
                                2011     2,835,514      9.70 - 9.78      27,661,832     

MIST Met/Templeton              2015     3,361,116    12.07 - 13.08      42,349,271     
   International Bond           2014     3,537,497    12.87 - 13.66      47,183,875     
   Sub-Account                  2013     3,905,329    13.00 - 13.53      52,286,139     
                                2012     4,238,395    13.19 - 13.56      57,001,253     
                                2011     4,276,073    11.74 - 12.02      51,093,268     


                                                FOR THE YEAR ENDED DECEMBER 31          
                                      --------------------------------------------------
                                      INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                         INCOME          LOWEST TO          LOWEST TO   
                                        RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                      -------------  ----------------  -----------------
                                                                                        
MIST JPMorgan Core Bond         2015       2.33        0.90 - 2.20       (1.70) - (0.01)
   Sub-Account                  2014       1.42        1.10 - 2.20           0.48 - 3.73
                                2013       0.28        1.30 - 2.35       (5.04) - (4.05)
                                2012       2.57        1.30 - 2.35           2.47 - 3.55
                                2011       2.09        1.30 - 2.35           3.34 - 4.42

MIST JPMorgan Global Active     2015       2.71        0.90 - 2.35         (1.45) - 0.82
   Allocation Sub-Account       2014       1.13        0.90 - 2.35           0.35 - 6.02
   (Commenced 4/30/2012)        2013       0.08        0.90 - 2.35           8.41 - 9.99
                                2012       0.73        0.90 - 2.35           3.02 - 4.03

MIST JPMorgan Small Cap         2015       1.35        0.90 - 2.30       (9.36) - (1.13)
   Value Sub-Account            2014       1.07        0.90 - 2.30           2.28 - 3.89
                                2013       0.69        0.90 - 2.30         30.22 - 31.71
                                2012       0.84        0.90 - 2.30          2.73 - 13.98
                                2011       1.69        1.20 - 2.30     (12.17) - (11.43)

MIST Loomis Sayles Global       2015       1.59        0.95 - 2.35         (1.12) - 0.27
   Markets Sub-Account          2014       2.08        0.95 - 2.35         (0.82) - 2.49
                                2013       2.41        0.95 - 2.35         14.41 - 16.02
                                2012       2.32        1.10 - 2.35          2.75 - 15.41
                                2011       2.32        1.30 - 2.35       (3.77) - (2.75)

MIST Lord Abbett Bond           2015       5.56        0.89 - 2.35       (4.45) - (2.74)
   Debenture Sub-Account        2014       5.67        0.89 - 2.35         (0.50) - 4.19
                                2013       6.62        0.89 - 2.35           5.47 - 7.21
                                2012       7.20        0.89 - 2.35          5.77 - 12.18
                                2011       5.92        0.89 - 2.35           2.04 - 3.90

MIST Met/Artisan International  2015       0.60        0.90 - 1.60       (9.11) - (4.55)
   Sub-Account                                                                          
   (Commenced 11/19/2014                                                                
   and began transactions in 2015)                                                      

MIST Met/Eaton Vance            2015       3.64        1.10 - 2.35       (3.14) - (1.92)
   Floating Rate Sub-Account    2014       3.65        1.10 - 2.35       (1.60) - (0.57)
                                2013       3.38        1.30 - 2.35           1.42 - 2.50
                                2012       3.39        1.30 - 2.35           4.83 - 5.94
                                2011       1.99        1.30 - 2.30         (0.31) - 0.69

MIST Met/Franklin Low           2015       3.12        0.90 - 2.35       (2.93) - (1.51)
   Duration Total Return        2014       2.15        0.90 - 2.35         (1.29) - 0.15
   Sub-Account                  2013       1.07        0.90 - 2.35         (1.19) - 0.25
   (Commenced 5/2/2011)         2012       1.91        0.90 - 2.20           1.17 - 3.15
                                2011         --        1.20 - 2.35       (2.83) - (2.08)

MIST Met/Templeton              2015       8.17        0.95 - 2.15         (6.20) - 0.75
   International Bond           2014       4.63        1.10 - 2.15       (2.28) - (0.17)
   Sub-Account                  2013       2.02        1.30 - 2.15       (1.11) - (0.27)
                                2012      10.26        1.30 - 2.05         11.96 - 12.80
                                2011       6.86        1.30 - 2.20       (2.49) - (1.61)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                   
                                     ---------------------------------------------     
                                                     UNIT VALUE                        
                                                      LOWEST TO           NET          
                                         UNITS       HIGHEST ($)      ASSETS ($)       
                                     ------------  ---------------  --------------     
                                                                                       
MIST MetLife Asset             2015    37,143,227    14.27 - 16.78     575,818,048     
   Allocation 100 Sub-Account  2014    39,915,870    14.91 - 17.28     641,574,794     
                               2013    42,451,280    14.53 - 16.59     659,971,504     
                               2012    44,655,767    11.48 - 12.93     545,044,070     
                               2011    49,390,389    10.07 - 10.98     524,691,864     

MIST MetLife Balanced Plus     2015   552,214,291    11.54 - 12.35   6,663,424,002     
   Sub-Account                 2014   569,859,186    12.32 - 13.00   7,268,454,132     
   (Commenced 5/2/2011)        2013   547,096,627    11.51 - 11.96   6,454,726,976     
                               2012   438,994,467    10.30 - 10.55   4,593,209,415     
                               2011   257,076,022      9.33 - 9.40   2,411,774,661     

MIST MetLife Multi-Index       2015   435,062,012     1.15 - 11.96     633,831,341     
   Targeted Risk Sub-Account   2014   281,516,918     1.19 - 12.18     421,513,955     
   (Commenced 11/12/2012)      2013   153,950,143     1.12 - 11.26     209,957,052     
                               2012    11,094,386             1.01      11,247,979     

MIST MetLife Small Cap         2015    10,725,811    20.08 - 25.07     236,287,986     
   Value Sub-Account           2014    12,299,087    21.73 - 26.68     291,013,900     
                               2013    13,992,716    21.87 - 26.40     330,701,962     
                               2012    15,859,523    16.91 - 20.06     287,540,317     
                               2011    18,611,699    14.67 - 17.11     290,532,427     

MIST MFS Emerging Markets      2015    42,624,617      7.91 - 9.58     365,167,198     
   Equity Sub-Account          2014    42,182,331     9.40 - 11.38     425,619,386     
                               2013    41,623,177    10.29 - 12.45     456,076,892     
                               2012    38,352,212    11.09 - 13.41     448,693,258     
                               2011    37,004,554     9.55 - 11.54     369,675,163     

MIST MFS Research              2015    18,156,340    13.44 - 17.81     271,985,758     
   International Sub-Account   2014    18,585,662    14.00 - 18.24     287,913,009     
                               2013    19,616,483    15.39 - 18.44     331,488,461     
                               2012    21,667,563    13.21 - 15.60     311,615,422     
                               2011    22,841,018    11.58 - 13.42     285,814,827     

MIST Morgan Stanley Mid Cap    2015    12,648,258     2.62 - 23.62     220,460,412     
   Growth Sub-Account          2014    12,928,550     2.79 - 25.03     240,528,688     
                               2013    13,099,903     2.79 - 24.94     244,579,234     
                               2012    12,225,316     2.03 - 18.06     166,100,095     
                               2011     8,735,505     1.88 - 16.63     109,412,403     

MIST Oppenheimer Global        2015     2,520,098    22.02 - 28.67      65,266,488     
   Equity Sub-Account          2014     2,866,078    21.68 - 27.83      72,350,999     
                               2013     3,127,720    21.72 - 27.49      78,398,573     
                               2012       500,711    18.48 - 21.83       9,983,469     
                               2011       559,531    15.55 - 17.64       9,330,001     

MIST PanAgora Global           2015    21,772,279      0.95 - 9.78      21,123,770     
   Diversified Risk            2014     9,788,108     1.03 - 10.44      10,161,644     
   Sub-Account                                                                         
   (Commenced 4/28/2014)                                                               


                                               FOR THE YEAR ENDED DECEMBER 31          
                                     --------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                        INCOME          LOWEST TO          LOWEST TO   
                                       RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                     -------------  ----------------  -----------------
                                                                                       
MIST MetLife Asset             2015       1.29        0.90 - 2.35       (4.28) - (1.06)
   Allocation 100 Sub-Account  2014       0.71        0.90 - 2.35           0.05 - 4.15
                               2013       0.75        0.90 - 2.35         26.50 - 28.35
                               2012       0.64        0.90 - 2.35          2.91 - 15.40
                               2011       1.10        1.15 - 2.35       (7.96) - (6.85)

MIST MetLife Balanced Plus     2015       2.10        0.90 - 2.35       (6.32) - (4.95)
   Sub-Account                 2014       1.75        0.90 - 2.35           0.70 - 8.67
   (Commenced 5/2/2011)        2013       1.19        0.90 - 2.35         11.71 - 13.34
                               2012         --        0.90 - 2.35          4.67 - 11.81
                               2011       0.27        1.15 - 2.25       (6.68) - (6.00)

MIST MetLife Multi-Index       2015       1.20        0.90 - 2.25       (3.41) - (2.10)
   Targeted Risk Sub-Account   2014         --        1.15 - 2.25           0.83 - 8.01
   (Commenced 11/12/2012)      2013       0.55        1.15 - 2.25          4.04 - 11.65
                               2012         --        1.15 - 2.00           2.56 - 2.68

MIST MetLife Small Cap         2015       0.10        0.89 - 2.35       (7.61) - (6.05)
   Value Sub-Account           2014       0.04        0.89 - 2.35         (0.65) - 1.06
                               2013       0.99        0.89 - 2.35         29.37 - 31.64
                               2012         --        0.89 - 2.35         15.23 - 17.22
                               2011       1.10        0.89 - 2.35      (11.09) - (9.50)

MIST MFS Emerging Markets      2015       1.79        0.90 - 2.35      (15.82) - (2.68)
   Equity Sub-Account          2014       0.84        0.90 - 2.35       (8.69) - (4.92)
                               2013       1.07        0.90 - 2.35       (7.19) - (5.83)
                               2012       0.75        0.90 - 2.35          3.96 - 17.77
                               2011       1.39        0.95 - 2.35     (20.59) - (19.48)

MIST MFS Research              2015       2.71        0.89 - 2.35       (4.06) - (2.37)
   International Sub-Account   2014       2.24        0.89 - 2.35       (9.11) - (3.46)
                               2013       2.58        0.90 - 2.35         16.49 - 18.19
                               2012       1.89        0.90 - 2.35          6.35 - 15.60
                               2011       1.88        0.95 - 2.35     (12.79) - (11.56)

MIST Morgan Stanley Mid Cap    2015         --        0.89 - 2.30       (7.18) - (5.63)
   Growth Sub-Account          2014         --        0.89 - 2.30         (1.40) - 0.39
                               2013       0.60        0.89 - 2.30         35.86 - 38.07
                               2012         --        0.89 - 2.30         (4.93) - 8.58
                               2011       0.56        0.89 - 2.30       (9.04) - (7.49)

MIST Oppenheimer Global        2015       0.94        0.90 - 2.30         (1.50) - 3.00
   Equity Sub-Account          2014       0.82        0.90 - 2.30         (0.31) - 1.23
                               2013       0.35        0.90 - 2.30         24.22 - 25.97
                               2012       1.40        0.90 - 1.95          8.80 - 19.84
                               2011       1.79        0.95 - 1.95      (10.17) - (9.41)

MIST PanAgora Global           2015       0.55        1.10 - 2.20       (7.53) - (6.51)
   Diversified Risk            2014       0.46        1.15 - 2.00         (0.35) - 3.75
   Sub-Account                                                                         
   (Commenced 4/28/2014)                                                               


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                   
                                     ---------------------------------------------     
                                                      UNIT VALUE                       
                                                       LOWEST TO          NET          
                                         UNITS        HIGHEST ($)     ASSETS ($)       
                                     ------------  ---------------  --------------     
                                                                                       
MIST PIMCO Inflation           2015    46,098,333    12.49 - 15.01     634,902,757     
   Protected Bond Sub-Account  2014    50,751,209    13.20 - 15.63     732,596,404     
                               2013    57,648,505    13.13 - 15.33     821,456,089     
                               2012    64,013,091    14.82 - 17.05   1,021,039,296     
                               2011    63,087,877    13.90 - 15.36     936,595,819     

MIST PIMCO Total Return        2015    91,772,688    12.26 - 19.72   1,561,823,561     
   Sub-Account                 2014   103,504,587    12.40 - 19.84   1,787,038,026     
                               2013   118,419,838    12.03 - 19.16   1,993,786,948     
                               2012   128,302,689    12.42 - 19.67   2,234,370,461     
                               2011   132,311,947    11.50 - 18.11   2,140,758,433     

MIST Pioneer Fund              2015    12,444,908     2.79 - 30.73     285,738,210     
   Sub-Account                 2014    12,549,377     2.83 - 30.99     305,917,464     
                               2013    12,432,551     2.58 - 28.13     297,755,670     
                               2012    11,331,680     9.91 - 21.33     220,043,655     
                               2011     9,480,402     9.11 - 19.29     168,467,083     

MIST Pioneer Strategic         2015    63,262,458     2.51 - 31.86     884,891,994     
   Income Sub-Account          2014    54,471,343     2.60 - 32.57     943,852,832     
                               2013    41,450,021     2.53 - 31.43     919,328,857     
                               2012    29,638,373    13.34 - 31.23     804,777,040     
                               2011    24,444,162    12.25 - 27.99     600,261,549     

MIST Pyramis Government        2015    60,149,269    10.35 - 11.07     651,039,693     
   Income Sub-Account          2014    62,286,953    10.55 - 11.13     680,446,278     
   (Commenced 5/2/2011)        2013    69,488,361    10.04 - 10.44     715,739,557     
                               2012    88,599,553    10.77 - 11.03     968,887,238     
                               2011    45,618,019    10.69 - 10.77     490,473,351     

MIST Pyramis Managed Risk      2015    31,417,980     1.14 - 11.35     351,642,870     
   Sub-Account                 2014    14,204,266    11.35 - 11.58     163,513,389     
   (Commenced 4/29/2013)       2013     7,294,047    10.69 - 10.77      78,417,229     

MIST Schroders Global          2015   467,251,015     1.16 - 12.20     562,872,602     
   Multi-Asset Sub-Account     2014   400,460,215     1.20 - 12.36     493,380,979     
   (Commenced 4/30/2012)       2013   375,261,358      1.14 - 1.17     435,205,689     
                               2012   179,641,654      1.06 - 1.07     191,885,161     

MIST SSGA Growth and Income    2015    93,774,991    13.20 - 15.32   1,349,807,450     
   ETF Sub-Account             2014   101,616,119    13.79 - 15.77   1,513,705,632     
                               2013   110,435,377    13.34 - 15.03   1,578,178,677     
                               2012   118,446,237    12.09 - 13.24   1,521,502,479     
                               2011   120,297,977    10.97 - 11.83   1,390,741,062     

MIST SSGA Growth ETF           2015    32,991,663    13.03 - 15.12     467,274,058     
   Sub-Account                 2014    34,092,389    13.66 - 15.62     501,804,705     
                               2013    35,919,224    13.27 - 14.96     509,607,858     
                               2012    36,733,044    11.51 - 12.55     448,167,959     
                               2011    37,984,453    10.24 - 11.04     409,132,829     

MIST T. Rowe Price Large       2015    12,150,155   38.27 - 138.81     715,850,738     
   Cap Value Sub-Account       2014    13,521,347   40.58 - 144.85     838,816,422     
                               2013    11,320,980   38.18 - 128.69     657,944,319     
                               2012    12,231,249    28.88 - 96.83     536,790,380     
                               2011    13,446,503    24.76 - 82.60     507,039,092     


                                               FOR THE YEAR ENDED DECEMBER 31          
                                     --------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                        INCOME          LOWEST TO          LOWEST TO   
                                       RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                     -------------  ----------------  -----------------
                                                                                       
MIST PIMCO Inflation           2015      4.95         0.90 - 2.35       (5.36) - (3.98)
   Protected Bond Sub-Account  2014      1.54         0.90 - 2.35         (1.54) - 1.97
                               2013      2.20         0.90 - 2.35     (11.38) - (10.09)
                               2012      3.02         0.90 - 2.35           4.22 - 7.82
                               2011      1.62         1.20 - 2.35           8.56 - 9.82

MIST PIMCO Total Return        2015      5.26         0.89 - 2.35       (2.32) - (0.45)
   Sub-Account                 2014      2.34         0.89 - 2.35           0.40 - 3.56
                               2013      4.27         0.89 - 2.35       (4.19) - (2.59)
                               2012      3.13         0.89 - 2.35           4.10 - 8.58
                               2011      2.62         0.89 - 2.35         (0.31) - 2.51

MIST Pioneer Fund              2015      1.24         0.90 - 2.35       (2.57) - (0.83)
   Sub-Account                 2014      1.66         0.90 - 2.35          1.00 - 10.16
                               2013      3.15         0.90 - 2.30          9.33 - 31.88
                               2012      1.45         0.90 - 2.30           0.85 - 9.54
                               2011      1.11         0.95 - 2.30      (11.94) - (5.45)

MIST Pioneer Strategic         2015      5.15         0.90 - 2.35       (3.75) - (2.18)
   Income Sub-Account          2014      4.98         0.90 - 2.35         (0.93) - 3.65
                               2013      4.82         0.90 - 2.35         (0.94) - 1.21
                               2012      4.73         0.90 - 2.35          6.09 - 10.56
                               2011      4.36         0.95 - 2.35           1.06 - 2.65

MIST Pyramis Government        2015      2.27         0.90 - 2.35       (1.90) - (0.47)
   Income Sub-Account          2014      2.60         0.90 - 2.35           0.96 - 6.59
   (Commenced 5/2/2011)        2013      1.55         0.90 - 2.35       (6.74) - (5.37)
                               2012      0.02         0.90 - 2.35           0.74 - 1.96
                               2011      0.89         1.15 - 2.25           6.96 - 7.75

MIST Pyramis Managed Risk      2015      0.66         0.90 - 2.25       (3.45) - (0.73)
   Sub-Account                 2014        --         1.10 - 2.25           0.98 - 7.40
   (Commenced 4/29/2013)       2013      1.65         1.15 - 2.25           4.66 - 5.43

MIST Schroders Global          2015      1.00         0.90 - 2.35       (3.18) - (1.77)
   Multi-Asset Sub-Account     2014      1.32         0.90 - 2.35           0.43 - 6.77
   (Commenced 4/30/2012)       2013      0.01         0.90 - 2.35           7.55 - 9.12
                               2012      1.49         0.90 - 2.35           5.01 - 6.03

MIST SSGA Growth and Income    2015      2.30         0.90 - 2.35       (4.24) - (2.84)
   ETF Sub-Account             2014      2.24         0.90 - 2.35         (0.03) - 4.86
                               2013      2.51         0.90 - 2.35         10.31 - 11.92
                               2012      2.40         1.10 - 2.35          4.01 - 11.55
                               2011      1.70         1.15 - 2.35       (1.29) - (0.09)

MIST SSGA Growth ETF           2015      2.00         0.90 - 2.35       (4.58) - (3.19)
   Sub-Account                 2014      1.88         0.90 - 2.35         (0.05) - 4.43
                               2013      2.10         0.90 - 2.35         15.33 - 17.01
                               2012      1.96         1.15 - 2.35          4.38 - 13.71
                               2011      1.56         1.15 - 2.35       (4.40) - (3.24)

MIST T. Rowe Price Large       2015      1.58         0.89 - 2.35         (5.83) - 3.48
   Cap Value Sub-Account       2014      1.18         0.89 - 2.35          1.20 - 12.56
                               2013      1.58         0.89 - 2.35         30.67 - 32.90
                               2012      1.50         0.89 - 2.35          6.92 - 17.22
                               2011      0.70         0.89 - 2.35       (6.24) - (4.62)

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                 AS OF DECEMBER 31                   
                                   ---------------------------------------------     
                                                    UNIT VALUE                       
                                                     LOWEST TO          NET          
                                       UNITS        HIGHEST ($)     ASSETS ($)       
                                   ------------  ---------------  --------------     
                                                                                     
MIST T. Rowe Price Mid Cap   2015    27,786,712    15.70 - 18.22     485,654,167     
   Growth Sub-Account        2014    32,310,271    15.06 - 17.30     537,586,208     
                             2013    37,965,912    13.67 - 15.54     568,882,747     
                             2012    41,941,697    10.24 - 11.53     467,536,275     
                             2011    44,089,511     9.22 - 10.28     439,146,325     

MIST TCW Core Fixed Income   2015         7,421      9.84 - 9.87          73,169     
   Sub-Account                                                                       
   (Commenced 5/1/2015)                                                              

MIST WMC Large Cap Research  2015     1,013,512    13.89 - 17.26      15,616,983     
   Sub-Account               2014     1,151,671    13.60 - 16.68      17,260,395     
                             2013     1,260,254    12.25 - 14.84      16,869,650     
                             2012     1,423,242     9.34 - 11.16      14,439,147     
                             2011     1,414,721      8.42 - 9.34      12,849,849     

MSF Baillie Gifford          2015    24,846,295     4.17 - 14.13     233,411,516     
   International Stock       2014    27,573,117     4.31 - 14.37     269,502,431     
   Sub-Account               2013    29,549,817     4.51 - 15.12     303,453,047     
                             2012       219,106     3.96 - 13.35       2,585,607     
                             2011       282,028     3.36 - 11.37       2,803,543     

MSF Barclays Aggregate Bond  2015    18,032,558     1.77 - 18.98     245,107,645     
   Index Sub-Account         2014    16,099,701     1.79 - 19.11     213,475,999     
                             2013    13,536,937     1.71 - 18.22     162,571,849     
                             2012    10,756,748     1.78 - 18.82     151,553,766     
                             2011     8,083,366     1.73 - 18.28     130,173,979     

MSF BlackRock Bond Income    2015     1,196,294    46.01 - 76.20      69,045,344     
   Sub-Account               2014     1,105,752    46.87 - 76.43      63,615,045     
                             2013     1,054,348    44.86 - 72.01      57,251,907     
                             2012     1,045,629    46.32 - 73.22      57,888,933     
                             2011       953,075    44.15 - 68.69      49,538,985     

MSF BlackRock Capital        2015       579,182    17.56 - 55.26      14,301,142     
   Appreciation Sub-Account  2014       639,908    16.88 - 52.46      14,686,428     
                             2013       721,215    15.83 - 48.60      15,272,342     
                             2012       745,728    12.04 - 36.54      11,831,610     
                             2011       814,200    10.75 - 32.23      11,348,650     

MSF BlackRock Large Cap      2015       245,613    15.79 - 17.99       4,149,008     
   Value Sub-Account         2014       229,967    17.66 - 19.31       4,201,564     
                             2013       225,190    16.80 - 17.73       3,792,926     
                             2012       230,438    12.89 - 13.54       2,977,532     
                             2011       252,494    11.44 - 11.96       2,890,664     

MSF BlackRock Money Market   2015    39,040,662     2.31 - 25.42     398,590,779     
   Sub-Account               2014    39,068,482     2.33 - 25.65     395,886,367     
                             2013    44,329,198     2.36 - 25.88     461,342,890     
                             2012    53,484,009     9.33 - 25.53     569,109,901     
                             2011    59,067,302     9.55 - 25.84     633,625,012     

MSF Frontier Mid Cap Growth  2015     3,809,398    17.73 - 20.04      73,654,799     
   Sub-Account               2014     4,248,372    17.69 - 19.79      81,297,538     
   (Commenced 4/29/2013)     2013     4,767,721    16.33 - 18.08      83,651,163     


                                             FOR THE YEAR ENDED DECEMBER 31          
                                   --------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                      INCOME          LOWEST TO          LOWEST TO   
                                     RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                   -------------  ----------------  -----------------
                                                                                     
MIST T. Rowe Price Mid Cap   2015        --         1.30 - 2.35           4.20 - 5.30
   Growth Sub-Account        2014        --         1.30 - 2.35         10.16 - 11.32
                             2013      0.21         1.30 - 2.35         33.41 - 34.82
                             2012        --         1.30 - 2.35         11.03 - 12.21
                             2011        --         1.30 - 2.35       (3.93) - (2.92)

MIST TCW Core Fixed Income   2015        --         1.10 - 1.60       (1.56) - (0.10)
   Sub-Account                                                                       
   (Commenced 5/1/2015)                                                              

MIST WMC Large Cap Research  2015      0.78         0.90 - 2.30           2.08 - 3.48
   Sub-Account               2014      0.80         0.90 - 2.30          1.80 - 12.40
                             2013      1.28         0.90 - 2.30         31.12 - 32.97
                             2012      1.07         0.90 - 2.30        (0.27) - 11.75
                             2011      0.92         1.55 - 2.30       (2.06) - (1.33)

MSF Baillie Gifford          2015      1.43         1.10 - 2.25       (4.35) - (0.24)
   International Stock       2014      1.26         1.30 - 2.25       (5.49) - (1.36)
   Sub-Account               2013      0.02         1.30 - 2.25          9.68 - 13.94
                             2012      1.14         1.40 - 1.90         17.11 - 17.85
                             2011      1.60         1.40 - 1.90     (21.63) - (20.99)

MSF Barclays Aggregate Bond  2015      2.67         0.89 - 2.35       (2.38) - (0.46)
   Index Sub-Account         2014      2.62         0.89 - 2.35           0.54 - 4.87
                             2013      3.23         0.89 - 2.25       (4.74) - (3.19)
                             2012      3.45         0.89 - 2.25           1.27 - 2.98
                             2011      3.22         0.89 - 2.25           4.77 - 6.56

MSF BlackRock Bond Income    2015      3.55         0.89 - 2.30       (1.84) - (0.30)
   Sub-Account               2014      3.22         0.89 - 2.30           0.85 - 6.14
                             2013      3.83         0.89 - 2.30       (3.17) - (1.65)
                             2012      2.54         0.89 - 2.30           3.74 - 6.59
                             2011      3.84         0.89 - 2.30           4.00 - 5.62

MSF BlackRock Capital        2015        --         0.89 - 2.30           0.83 - 5.34
   Appreciation Sub-Account  2014      0.06         0.89 - 2.30           0.94 - 7.93
                             2013      0.79         0.89 - 2.30         31.17 - 33.03
                             2012      0.32         0.89 - 2.30        (0.88) - 13.35
                             2011      0.17         0.89 - 2.30      (11.01) - (9.75)

MSF BlackRock Large Cap      2015      1.82         0.89 - 1.60      (10.29) - (6.82)
   Value Sub-Account         2014      1.26         0.89 - 1.35           1.39 - 8.95
                             2013      1.38         0.89 - 1.35         30.28 - 30.88
                             2012      1.61         0.89 - 1.35         12.74 - 13.27
                             2011      1.16         0.89 - 1.35           0.97 - 1.44

MSF BlackRock Money Market   2015        --         0.90 - 2.35       (2.32) - (0.27)
   Sub-Account               2014        --         0.90 - 2.35       (2.32) - (0.13)
                             2013        --         0.90 - 2.35       (2.32) - (0.37)
                             2012        --         0.95 - 2.35       (2.34) - (0.74)
                             2011        --         0.95 - 2.35       (2.32) - (0.94)

MSF Frontier Mid Cap Growth  2015        --         1.30 - 2.35           0.22 - 1.28
   Sub-Account               2014        --         1.30 - 2.35           8.30 - 9.44
   (Commenced 4/29/2013)     2013        --         1.30 - 2.35         19.21 - 20.07

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                     AS OF DECEMBER 31                  
                                      ----------------------------------------------    
                                                       UNIT VALUE                       
                                                        LOWEST TO           NET         
                                          UNITS        HIGHEST ($)      ASSETS ($)      
                                      ------------  ----------------  --------------    
                                                                                        
MSF Jennison Growth             2015    23,988,437      4.61 - 23.40     501,066,353    
   Sub-Account                  2014    27,528,387      4.22 - 21.36     529,020,323    
                                2013    32,574,197      3.93 - 19.82     585,624,219    
                                2012    35,125,323      2.91 - 14.55     468,764,846    
                                2011    20,877,221      2.55 - 12.29     248,172,110    

MSF Loomis Sayles Small Cap     2015       250,951     44.97 - 58.33      12,750,644    
   Core Sub-Account             2014       261,060     46.83 - 58.80      13,706,471    
                                2013       283,327     46.30 - 57.49      14,610,773    
                                2012       330,015     33.68 - 41.36      12,332,225    
                                2011       310,374     30.16 - 36.63      10,317,247    

MSF Loomis Sayles Small Cap     2015        18,203     17.03 - 18.60         328,707    
   Growth Sub-Account           2014        16,302     17.05 - 18.51         293,433    
   (Commenced 4/30/2012)        2013        12,506     17.15 - 18.50         226,802    
                                2012         3,306     11.73 - 12.58          40,927    

MSF Met/Artisan Mid Cap         2015    10,052,598     17.04 - 49.89     194,979,851    
   Value Sub-Account            2014    11,205,267     19.30 - 55.59     244,385,523    
                                2013    13,125,790     19.41 - 55.03     285,771,010    
                                2012    13,419,571     14.54 - 40.57     217,257,576    
                                2011    14,599,235     13.33 - 36.59     215,514,020    

MSF Met/Dimensional             2015     3,198,853     18.74 - 20.72      63,108,799    
   International Small Company  2014     3,070,324     18.13 - 19.77      58,174,088    
   Sub-Account                  2013     3,208,551     19.88 - 21.38      66,162,419    
                                2012     3,203,412     15.91 - 16.90      52,618,293    
                                2011     3,336,605     13.82 - 14.29      47,225,164    

MSF MetLife Asset               2015     4,782,874     12.86 - 14.78      65,568,612    
   Allocation 20 Sub-Account    2014     2,973,577     13.22 - 15.00      41,687,543    
                                2013       557,035     12.93 - 13.63       7,497,408    
                                2012       735,694     12.67 - 13.27       9,655,026    
                                2011       850,770     11.86 - 12.35      10,395,348    

MSF MetLife Asset               2015   297,958,878     12.97 - 15.25   4,248,132,666    
   Allocation 40 Sub-Account    2014   341,017,115     13.43 - 15.56   4,991,456,808    
                                2013       550,896     13.60 - 14.27       7,732,376    
                                2012       588,986     12.52 - 13.07       7,576,787    
                                2011       608,383     11.48 - 11.91       7,143,945    

MSF MetLife Asset               2015   446,107,386     13.78 - 19.25   6,667,289,010    
   Allocation 60 Sub-Account    2014   489,838,225     14.27 - 19.73   7,527,991,156    
                                2013     3,073,122     13.90 - 14.77      44,655,421    
                                2012     3,326,548     12.05 - 12.71      41,689,448    
                                2011     3,930,913     10.88 - 11.40      44,282,730    

MSF MetLife Asset               2015   388,323,652     13.77 - 19.96   5,814,030,390    
   Allocation 80 Sub-Account    2014   420,572,925     14.33 - 20.54   6,507,894,347    
                                2013     3,927,901     14.05 - 14.80      57,260,787    
                                2012     4,335,356     11.55 - 12.09      51,720,857    
                                2011     4,632,179     10.23 - 10.65      48,721,974    


                                                FOR THE YEAR ENDED DECEMBER 31          
                                      --------------------------------------------------
                                      INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                         INCOME          LOWEST TO          LOWEST TO   
                                        RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                      -------------  ----------------  -----------------
                                                                                        
MSF Jennison Growth             2015       0.02        0.90 - 2.35           3.00 - 9.55
   Sub-Account                  2014       0.04        0.90 - 2.35         (0.16) - 7.81
                                2013       0.20        0.90 - 2.35         33.56 - 35.51
                                2012       0.01        0.95 - 2.35        (4.12) - 14.17
                                2011       0.06        1.30 - 2.35       (2.11) - (0.86)

MSF Loomis Sayles Small Cap     2015         --        1.10 - 2.30       (3.98) - (2.67)
   Core Sub-Account             2014         --        1.20 - 2.30           1.15 - 2.27
                                2013       0.23        1.20 - 2.30         37.49 - 39.01
                                2012         --        1.20 - 2.30         11.66 - 12.90
                                2011         --        1.20 - 2.30       (1.94) - (0.86)

MSF Loomis Sayles Small Cap     2015         --        0.90 - 1.50         (0.08) - 0.52
   Growth Sub-Account           2014         --        0.90 - 1.50         (0.57) - 0.03
   (Commenced 4/30/2012)        2013         --        0.90 - 1.50         46.17 - 47.05
                                2012         --        0.90 - 1.50       (1.28) - (0.88)

MSF Met/Artisan Mid Cap         2015       0.94        0.89 - 2.35     (11.76) - (10.24)
   Value Sub-Account            2014       0.55        0.89 - 2.35         (0.69) - 1.02
                                2013       0.77        0.89 - 2.35         33.34 - 35.64
                                2012       0.80        0.89 - 2.35          8.98 - 10.87
                                2011       0.79        0.89 - 2.35           4.02 - 5.81

MSF Met/Dimensional             2015       1.67        0.90 - 2.30           0.83 - 4.81
   International Small Company  2014       2.02        0.90 - 2.30       (8.82) - (0.83)
   Sub-Account                  2013       1.72        0.90 - 2.30         24.70 - 26.46
                                2012       2.19        0.90 - 2.35          3.91 - 16.37
                                2011       1.94        1.30 - 2.35     (18.19) - (17.33)

MSF MetLife Asset               2015       1.92        0.90 - 2.20       (2.75) - (0.55)
   Allocation 20 Sub-Account    2014       1.17        0.90 - 2.20           0.07 - 3.02
                                2013       3.04        1.55 - 2.15           2.07 - 2.68
                                2012       3.27        1.55 - 2.15           6.85 - 7.49
                                2011       2.37        1.55 - 2.15           1.06 - 1.66

MSF MetLife Asset               2015       0.28        0.90 - 2.35       (3.37) - (0.68)
   Allocation 40 Sub-Account    2014       0.01        0.90 - 2.35           0.04 - 3.47
                                2013       2.53        1.55 - 2.10           8.62 - 9.22
                                2012       2.95        1.55 - 2.10           9.13 - 9.74
                                2011       2.14        1.55 - 2.10       (1.04) - (0.50)

MSF MetLife Asset               2015       0.54        0.90 - 2.35       (3.56) - (0.67)
   Allocation 60 Sub-Account    2014       0.02        0.90 - 2.35           0.03 - 3.93
                                2013       2.00        1.55 - 2.25         15.36 - 16.17
                                2012       2.39        1.55 - 2.25         10.71 - 11.49
                                2011       1.52        1.55 - 2.25       (3.55) - (2.89)

MSF MetLife Asset               2015       0.33        0.90 - 2.35       (3.98) - (0.84)
   Allocation 80 Sub-Account    2014       0.02        0.90 - 2.35         (0.03) - 4.53
                                2013       1.46        1.55 - 2.15         21.67 - 22.40
                                2012       1.91        1.55 - 2.15         12.92 - 13.60
                                2011       1.43        1.55 - 2.15       (5.81) - (5.25)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                 AS OF DECEMBER 31                   
                                   --------------------------------------------      
                                                   UNIT VALUE                        
                                                    LOWEST TO           NET          
                                       UNITS       HIGHEST ($)      ASSETS ($)       
                                   ------------  ---------------  -------------      
                                                                                     
MSF MetLife Mid Cap Stock    2015     5,111,469     2.75 - 29.62    121,483,288      
   Index Sub-Account         2014     5,178,461     2.86 - 30.60    127,735,872      
                             2013     5,501,359     2.64 - 28.20    125,884,078      
                             2012     4,914,049     2.01 - 21.37     88,989,701      
                             2011     4,708,991     1.73 - 18.33     77,805,929      

MSF MetLife Stock Index      2015    25,649,785     7.03 - 78.11    553,515,934      
   Sub-Account               2014    28,264,874     7.03 - 77.90    610,830,233      
                             2013    28,624,388     6.28 - 69.33    561,274,487      
                             2012    29,109,224     4.82 - 52.98    446,759,028      
                             2011    25,347,914     4.22 - 46.18    355,993,780      

MSF MFS Total Return         2015       710,775    47.72 - 75.73     42,319,194      
   Sub-Account               2014       756,067    49.00 - 76.52     45,817,455      
                             2013       814,124    46.24 - 71.07     46,044,412      
                             2012       730,405    41.41 - 60.26     35,344,618      
                             2011       826,212    38.00 - 54.49     36,390,818      

MSF MFS Value Sub-Account    2015    10,866,190    12.69 - 25.81    249,890,569      
                             2014    10,916,908    13.03 - 26.14    255,401,966      
                             2013    12,139,878    12.05 - 23.85    260,473,964      
                             2012     3,025,966    14.12 - 17.78     48,275,261      
                             2011     3,145,406    12.27 - 14.81     43,754,913      

MSF MSCI EAFE Index          2015     8,770,551     1.46 - 15.89     99,902,951      
   Sub-Account               2014     8,697,532     1.49 - 16.21    101,223,288      
                             2013     8,809,646     1.61 - 17.40    112,197,169      
                             2012     7,172,234     1.34 - 14.41     81,404,548      
                             2011     6,390,970     1.15 - 12.29     69,159,210      

MSF Neuberger Berman         2015     6,339,117    17.77 - 27.37    131,949,869      
   Genesis Sub-Account       2014     7,109,782    18.11 - 27.46    150,104,225      
                             2013     8,020,175    18.58 - 27.70    172,247,460      
                             2012       626,194    16.44 - 20.18     11,798,908      
                             2011       647,811    15.96 - 18.50     11,266,993      

MSF Russell 2000 Index       2015     5,516,806     2.69 - 29.61    129,529,499      
   Sub-Account               2014     5,807,014     2.84 - 31.21    144,858,146      
                             2013     5,835,501     2.74 - 29.98    141,070,458      
                             2012     5,078,788     2.01 - 21.83     91,750,975      
                             2011     3,926,223     1.75 - 18.93     64,081,468      

MSF T. Rowe Price Large Cap  2015    19,853,858     8.76 - 62.33    233,448,817      
   Growth Sub-Account        2014    15,015,374     8.02 - 57.25    166,959,337      
                             2013    14,688,080     8.03 - 53.41    151,930,071      
                             2012        39,346    35.99 - 39.07      1,501,612      
                             2011        44,809    30.91 - 33.42      1,465,621      

MSF T. Rowe Price Small Cap  2015       373,434    27.19 - 38.55     11,814,560      
   Growth Sub-Account        2014       321,073    27.11 - 37.87      9,976,420      
                             2013       356,919    25.98 - 35.74     10,522,813      
                             2012       380,162    18.41 - 24.95      7,808,995      
                             2011       417,381    16.23 - 21.67      7,500,142      


                                              FOR THE YEAR ENDED DECEMBER 31         
                                   --------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                      INCOME          LOWEST TO          LOWEST TO   
                                     RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                   -------------  ----------------  -----------------
                                                                                     
MSF MetLife Mid Cap Stock    2015       0.97        0.89 - 2.35       (7.24) - (2.52)
   Index Sub-Account         2014       0.85        0.89 - 2.35           1.60 - 8.52
                             2013       1.00        0.89 - 2.35         29.67 - 31.97
                             2012       0.82        0.89 - 2.35         14.53 - 16.55
                             2011       0.70        0.89 - 2.35       (4.50) - (2.76)

MSF MetLife Stock Index      2015       1.57        0.89 - 2.90         (3.80) - 2.90
   Sub-Account               2014       1.51        0.89 - 2.90          0.87 - 12.36
                             2013       1.68        0.89 - 2.90         28.14 - 30.85
                             2012       1.55        0.89 - 2.90         12.30 - 14.73
                             2011       1.55        0.89 - 2.90         (1.15) - 0.94

MSF MFS Total Return         2015       2.49        0.89 - 2.30       (2.62) - (1.04)
   Sub-Account               2014       2.25        0.89 - 2.30           5.95 - 7.68
                             2013       2.31        0.89 - 2.30         16.06 - 17.94
                             2012       2.78        0.89 - 2.15          2.75 - 10.59
                             2011       2.68        0.89 - 2.15           0.04 - 1.51

MSF MFS Value Sub-Account    2015       2.49        0.89 - 2.35         (2.68) - 2.26
                             2014       1.57        0.89 - 2.35           1.99 - 9.83
                             2013       0.55        0.89 - 2.35         17.10 - 34.53
                             2012       1.94        0.89 - 2.30          3.00 - 15.61
                             2011       1.57        0.89 - 2.30       (1.43) - (0.04)

MSF MSCI EAFE Index          2015       3.14        0.89 - 2.25       (9.98) - (1.36)
   Sub-Account               2014       2.43        0.89 - 2.25       (8.42) - (2.81)
                             2013       2.89        0.89 - 2.25         18.74 - 20.78
                             2012       2.89        0.89 - 2.15         15.42 - 17.27
                             2011       2.23        0.89 - 2.15     (14.50) - (13.28)

MSF Neuberger Berman         2015       0.18        0.89 - 2.35       (1.95) - (0.31)
   Genesis Sub-Account       2014       0.22        0.89 - 2.35         (2.62) - 0.40
                             2013       0.10        0.89 - 2.35         24.94 - 37.30
                             2012       0.34        0.89 - 2.30           7.25 - 9.05
                             2011       0.73        0.89 - 1.95         (7.38) - 4.87

MSF Russell 2000 Index       2015       1.00        0.89 - 2.35       (9.86) - (3.68)
   Sub-Account               2014       0.96        0.89 - 2.35           2.30 - 4.11
                             2013       1.29        0.89 - 2.35         34.91 - 37.33
                             2012       0.88        0.89 - 2.35         13.24 - 15.31
                             2011       0.84        0.89 - 2.35       (6.46) - (4.95)

MSF T. Rowe Price Large Cap  2015         --        0.89 - 2.35         (3.16) - 9.80
   Growth Sub-Account        2014         --        0.89 - 2.35        (0.04) - 13.92
                             2013         --        0.89 - 2.35         26.10 - 37.93
                             2012         --        1.50 - 1.90         16.43 - 16.90
                             2011         --        1.50 - 1.90       (3.19) - (2.80)

MSF T. Rowe Price Small Cap  2015       0.08        0.89 - 2.15         (8.44) - 1.80
   Growth Sub-Account        2014       0.01        0.89 - 2.15           2.47 - 5.96
                             2013       0.22        0.89 - 2.15         41.11 - 43.27
                             2012         --        0.89 - 2.15         13.43 - 15.14
                             2011         --        0.89 - 2.15         (0.70) - 0.87


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                   
                                     --------------------------------------------      
                                                     UNIT VALUE                        
                                                      LOWEST TO           NET          
                                         UNITS       HIGHEST ($)      ASSETS ($)       
                                     ------------  ---------------  -------------      
                                                                                       
MSF Van Eck Global Natural     2015     8,336,502      8.59 - 9.26     74,871,874      
   Resources Sub-Account       2014     6,586,665    13.05 - 13.93     89,288,128      
                               2013     6,278,667    16.43 - 17.17    106,449,499      
                               2012     7,200,491    15.15 - 15.70    111,896,983      
                               2011     6,910,683    15.07 - 15.51    106,332,935      

MSF Western Asset              2015         6,545    27.92 - 31.04        195,310      
   Management Strategic        2014           398            32.02         12,743      
   Bond Opportunities                                                                  
   Sub-Account                                                                         
   (Commenced 11/19/2014)                                                              

MSF Western Asset              2015    15,069,560    14.65 - 19.92    268,298,667      
   Management U.S. Government  2014    15,346,536    14.95 - 19.83    276,085,662      
   Sub-Account                 2013    16,417,493    14.93 - 19.52    291,870,388      
                               2012    17,244,875    15.42 - 19.89    313,310,285      
                               2011    16,038,241    15.32 - 19.49    285,529,978      

MSF WMC Core Equity            2015    26,356,637    17.28 - 58.48    527,700,755      
   Opportunities Sub-Account   2014    30,718,018    17.28 - 57.62    609,015,113      
                               2013    36,209,587    16.00 - 52.55    658,561,438      
                               2012    41,401,029    12.26 - 39.65    572,327,325      
                               2011    48,368,185    11.12 - 35.45    599,153,697      

Neuberger Berman Genesis       2015           317            22.76          7,222      
   Sub-Account                 2014           393            22.93          9,013      
                               2013           474            23.21         10,991      
                               2012           474            17.11          8,101      
                               2011           474            15.72          7,443      

Oppenheimer VA Core Bond       2015         1,226             6.10          7,477      
   Sub-Account                 2014         1,362             6.13          8,346      
                               2013         1,493             5.79          8,646      
                               2012         1,541             5.88          9,058      
                               2011         1,878             5.41         10,150      

Oppenheimer VA Main Street     2015     4,053,883    16.54 - 28.62    109,248,990      
   Small Cap Sub-Account       2014     4,346,502    17.83 - 30.77    126,466,514      
                               2013     4,655,290    16.15 - 27.82    123,045,407      
                               2012     5,041,901    11.62 - 19.97     96,092,155      
                               2011     4,964,464     9.98 - 17.13     81,494,321      

Oppenheimer VA Main Street     2015        12,936             8.08        104,564      
   Sub-Account                 2014        13,372             7.93        106,085      
                               2013        14,316             7.27        104,039      
                               2012        14,959             5.59         83,663      
                               2011        22,109             4.85        107,300      

Oppenheimer VA Money           2015           668             5.38          3,592      
   Sub-Account                 2014           696             5.45          3,793      
                               2013           723             5.53          4,000      
                               2012        20,150             5.61        112,965      
                               2011        20,177             5.69        114,709      


                                                FOR THE YEAR ENDED DECEMBER 31         
                                     --------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                        INCOME          LOWEST TO          LOWEST TO   
                                       RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                     -------------  ----------------  -----------------
                                                                                       
MSF Van Eck Global Natural     2015       0.21        1.10 - 2.15     (34.19) - (33.49)
   Resources Sub-Account       2014       0.27        1.10 - 2.15     (20.55) - (11.40)
                               2013       0.66        1.30 - 2.15           8.40 - 9.32
                               2012         --        1.30 - 2.15           0.38 - 1.25
                               2011       1.10        1.30 - 2.20     (18.49) - (17.75)

MSF Western Asset              2015       3.26        1.10 - 1.60       (3.56) - (2.23)
   Management Strategic        2014         --               1.10                (0.65)
   Bond Opportunities                                                                  
   Sub-Account                                                                         
   (Commenced 11/19/2014)                                                              

MSF Western Asset              2015       2.04        0.90 - 2.35       (2.02) - (0.40)
   Management U.S. Government  2014       1.68        0.95 - 2.35           0.17 - 1.58
   Sub-Account                 2013       1.95        0.95 - 2.35       (3.21) - (1.84)
                               2012       1.85        0.95 - 2.35           0.64 - 2.07
                               2011       1.20        0.95 - 2.35           2.83 - 4.28

MSF WMC Core Equity            2015       1.65        0.89 - 2.35         (0.11) - 4.18
   Opportunities Sub-Account   2014       0.59        0.89 - 2.35           1.34 - 9.65
                               2013       1.27        0.89 - 2.35         30.43 - 32.52
                               2012       0.72        0.89 - 2.35          1.16 - 11.86
                               2011       1.01        0.89 - 2.35      (11.86) - (4.88)

Neuberger Berman Genesis       2015       0.05               0.89                (0.74)
   Sub-Account                 2014       0.05               0.89                (1.19)
                               2013       0.32               0.89                 35.68
                               2012       0.21               0.89                  8.84
                               2011       0.84               0.89                  3.67

Oppenheimer VA Core Bond       2015       4.05               1.40                (0.44)
   Sub-Account                 2014       5.29               1.40                  5.77
                               2013       5.14               1.40                (1.49)
                               2012       4.67               1.40                  8.75
                               2011       5.76               1.40                  6.77

Oppenheimer VA Main Street     2015       0.64        0.95 - 1.75       (7.72) - (6.98)
   Small Cap Sub-Account       2014       0.63        0.95 - 1.75          9.72 - 10.60
                               2013       0.70        0.95 - 1.75         38.19 - 39.29
                               2012       0.33        0.95 - 1.75         15.62 - 16.55
                               2011       0.36        0.95 - 1.75       (4.07) - (3.30)

Oppenheimer VA Main Street     2015       0.92               1.40                  1.89
   Sub-Account                 2014       0.84               1.40                  9.16
                               2013       1.10               1.40                 29.94
                               2012       0.86               1.40                 15.24
                               2011       1.27               1.40                (1.40)

Oppenheimer VA Money           2015         --               1.40                (1.38)
   Sub-Account                 2014         --               1.40                (1.38)
                               2013       0.01               1.40                (1.38)
                               2012       0.01               1.40                (1.39)
                               2011       0.01               1.40                (1.37)


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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                 AS OF DECEMBER 31                    
                                   ---------------------------------------------      
                                                   UNIT VALUE                         
                                                    LOWEST TO           NET           
                                       UNITS       HIGHEST ($)      ASSETS ($)        
                                   ------------  ---------------  --------------      
                                                                                      
PIMCO VIT Commodity          2015        39,333      6.34 - 6.37         250,085      
   RealReturn Strategy       2014         1,515      8.69 - 8.70          13,170      
   Sub-Account                                                                        
   (Commenced 11/19/2014)                                                             

PIMCO VIT Emerging Markets   2015        44,282      9.16 - 9.21         406,796      
   Bonds Sub-Account         2014         1,592             9.55          15,202      
   (Commenced 11/19/2014)                                                             

PIMCO VIT Unconstrained      2015        29,245      9.61 - 9.66         281,863      
   Bond Sub-Account          2014           478             9.96           4,759      
   (Commenced 11/19/2014)                                                             

Pioneer VCT Mid Cap Value    2015     1,461,366    38.92 - 47.94      63,990,328      
   Sub-Account               2014     1,581,277    42.37 - 51.68      74,902,996      
                             2013     1,719,853    37.64 - 45.45      71,900,042      
                             2012     1,769,793    28.91 - 34.56      56,444,927      
                             2011     1,688,831    26.60 - 31.48      49,145,077      

Pioneer VCT Real Estate      2015         8,230    27.82 - 31.25         240,901      
   Shares Sub-Account        2014         8,772    27.15 - 30.26         249,879      
                             2013        11,399    21.20 - 23.46         252,653      
                             2012        10,700    21.29 - 23.38         237,514      
                             2011        12,968    18.70 - 20.38         251,847      

T. Rowe Price Growth Stock   2015        44,692           157.95       7,058,976      
   Sub-Account               2014        52,254           143.75       7,511,742      
                             2013        62,571           133.27       8,339,192      
                             2012        66,302            96.60       6,404,585      
                             2011        73,401            81.96       6,015,937      

T. Rowe Price International  2015        27,270            15.32         417,754      
   Stock Sub-Account         2014        39,998            15.58         623,024      
                             2013        41,360            15.85         655,401      
                             2012        45,736            13.99         639,881      
                             2011        59,337            11.89         705,529      

T. Rowe Price Prime Reserve  2015        28,754            17.29         497,039      
   Sub-Account               2014        29,487            17.44         514,215      
                             2013        31,743            17.59         558,449      
                             2012        40,746            17.75         723,146      
                             2011        54,384            17.91         973,756      

TAP 1919 Variable Socially   2015         5,634    35.70 - 39.24         215,832      
   Responsive Balanced       2014         6,406    37.02 - 40.53         253,840      
   Sub-Account               2013         7,932    34.52 - 37.64         292,286      
                             2012         9,185    29.64 - 32.19         289,329      
                             2011        17,377    27.28 - 29.51         501,373      

UIF Global Infrastructure    2015        32,371    10.20 - 11.38         345,685      
   Sub-Account               2014           664    12.49 - 12.95           8,465      
   (Commenced 11/19/2014)                                                             

Van Eck VIP Long/Short       2015        26,997      9.61 - 9.67         260,319      
   Equity Index Sub-Account  2014         1,662    10.08 - 10.09          16,769      
   (Commenced 11/19/2014)                                                             


                                              FOR THE YEAR ENDED DECEMBER 31          
                                   ---------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)     TOTAL RETURN(3)
                                      INCOME          LOWEST TO           LOWEST TO   
                                     RATIO (%)       HIGHEST (%)         HIGHEST (%)  
                                   -------------  ----------------  ------------------
                                                                                      
PIMCO VIT Commodity          2015       2.13        1.10 - 1.60     (27.09) - (26.72) 
   RealReturn Strategy       2014       0.20        1.10 - 1.35     (13.36) - (13.33) 
   Sub-Account                                                                        
   (Commenced 11/19/2014)                                                             

PIMCO VIT Emerging Markets   2015       5.03        1.10 - 1.60       (4.08) - (3.60) 
   Bonds Sub-Account         2014       0.32        1.10 - 1.60       (3.46) - (3.40) 
   (Commenced 11/19/2014)                                                             

PIMCO VIT Unconstrained      2015       4.52        1.10 - 1.60       (3.52) - (3.04) 
   Bond Sub-Account          2014       0.04               1.35                (0.10) 
   (Commenced 11/19/2014)                                                             

Pioneer VCT Mid Cap Value    2015       0.55        0.95 - 1.95       (8.16) - (7.24) 
   Sub-Account               2014       0.65        0.95 - 1.95         12.58 - 13.71 
                             2013       0.74        0.95 - 1.95         30.19 - 31.50 
                             2012       0.84        0.95 - 1.95           8.67 - 9.77 
                             2011       0.64        0.95 - 1.95       (7.66) - (6.73) 

Pioneer VCT Real Estate      2015       2.06        1.20 - 1.95           2.50 - 3.27 
   Shares Sub-Account        2014       2.29        1.20 - 1.95         28.04 - 29.00 
                             2013       2.16        1.20 - 1.95         (0.42) - 0.33 
                             2012       2.11        1.20 - 1.95         13.84 - 14.70 
                             2011       2.24        1.20 - 1.95           7.64 - 8.45 

T. Rowe Price Growth Stock   2015         --               0.89                  9.87 
   Sub-Account               2014         --               0.89                  7.86 
                             2013       0.04               0.89                 37.97 
                             2012       0.18               0.89                 17.86 
                             2011       0.02               0.89                (1.85) 

T. Rowe Price International  2015       0.80               0.89                (1.65) 
   Stock Sub-Account         2014       1.13               0.89                (1.70) 
                             2013       0.97               0.89                 13.26 
                             2012       1.21               0.89                 17.66 
                             2011       1.20               0.89               (13.11) 

T. Rowe Price Prime Reserve  2015       0.01               0.89                (0.88) 
   Sub-Account               2014       0.01               0.89                (0.88) 
                             2013       0.01               0.89                (0.87) 
                             2012       0.01               0.89                (0.88) 
                             2011       0.01               0.89                (0.87) 

TAP 1919 Variable Socially   2015       1.19        1.50 - 1.90       (3.56) - (3.18) 
   Responsive Balanced       2014       0.87        1.50 - 1.90           7.25 - 7.68 
   Sub-Account               2013       0.83        1.50 - 1.90         16.47 - 16.94 
                             2012       1.06        1.50 - 1.90           8.62 - 9.06 
                             2011       1.20        1.50 - 1.90       (1.89) - (1.51) 

UIF Global Infrastructure    2015       1.43        0.90 - 1.60     (15.25) - (12.01) 
   Sub-Account               2014         --        1.10 - 1.35           0.27 - 0.30 
   (Commenced 11/19/2014)                                                             

Van Eck VIP Long/Short       2015       0.06        1.10 - 1.60       (4.67) - (4.20) 
   Equity Index Sub-Account  2014         --        1.10 - 1.35           0.67 - 0.70 
   (Commenced 11/19/2014)                                                             

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INSURANCE COMPANY USA              
NOTES TO THE FINANCIAL STATEMENTS -- (CONCLUDED)              

8.  FINANCIAL HIGHLIGHTS -- (CONCLUDED)                                         

(1) These amounts represent the dividends, excluding distributions of capital   
   gains, received by the Sub-Account from the underlying portfolio, series or
 fund, net of management fees assessed by the fund manager, divided by the
   average net assets, regardless of share class, if any. These ratios exclude
those expenses, such as mortality and expense risk charges, that are    
 assessed against contract owner accounts either through reductions in the
unit values or the redemption of units. The investment income ratio is  
   calculated for each period indicated or from the effective date through the
end of the reporting period. The recognition of investment income by the
Sub-Account is affected by the timing of the declaration of dividends by
  the underlying portfolio, series or fund in which the Sub-Account invests.
   The investment income ratio is calculated as a weighted average ratio since
the Sub-Account may invest in two or more share classes, within the     
underlying portfolio, series or fund of the Trusts which may have unique
investment income ratios.                                               

(2) These amounts represent annualized contract expenses of each of the         
   applicable Sub-Accounts, consisting primarily of mortality and expense risk
  charges, for each period indicated. The ratios include only those expenses
  that result in a direct reduction to unit values. Charges made directly to
   contract owner accounts through the redemption of units and expenses of the
underlying portfolio, series or fund have been excluded.                

(3) These amounts represent the total return for the period indicated,          
   including changes in the value of the underlying portfolio, series or fund,
   and expenses assessed through the reduction of unit values. These ratios do
not include any expenses assessed through the redemption of units. The  
  total return is calculated for each period indicated or from the effective
   date through the end of the reporting period. The total return is presented
  as a range of minimum to maximum returns, based on the minimum and maximum
returns within each product grouping of the applicable Sub-Account.     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Item 8. Financial Statements and Supplementary Data                             

Index to Consolidated Financial Statements, Notes and Schedules 

                                                        [Enlarge/Download Table]

                                                                                                      Page
                                                                                                      ----
                                                                                                          
Report of Independent Registered Public Accounting Firm..............................................   2 
Financial Statements at December 31, 2015 and 2014 and for the Years Ended December 31, 2015, 2014        
  and 2013:                                                                                               
 Consolidated Balance Sheets.........................................................................   3 
 Consolidated Statements of Operations...............................................................   4 
 Consolidated Statements of Comprehensive Income (Loss)..............................................   5 
 Consolidated Statements of Stockholder's Equity.....................................................   6 
 Consolidated Statements of Cash Flows...............................................................   7 
 Notes to the Consolidated Financial Statements......................................................   9 
     Note 1 -- Business, Basis of Presentation and Summary of Significant Accounting Policies........   9 
     Note 2 -- Segment Information...................................................................  27 
     Note 3 -- Mergers...............................................................................  33 
     Note 4 -- Disposition...........................................................................  33 
     Note 5 -- Insurance.............................................................................  34 
     Note 6 -- Deferred Policy Acquisition Costs, Value of Business Acquired and Other Intangibles...  41 
     Note 7 -- Reinsurance...........................................................................  44 
     Note 8 -- Investments...........................................................................  52 
     Note 9 -- Derivatives...........................................................................  76 
     Note 10 -- Fair Value...........................................................................  90 
     Note 11 -- Goodwill............................................................................. 109 
     Note 12 -- Debt................................................................................. 111 
     Note 13 -- Equity............................................................................... 112 
     Note 14 -- Other Expenses....................................................................... 116 
     Note 15 -- Income Tax........................................................................... 117 
     Note 16 -- Contingencies, Commitments and Guarantees............................................ 120 
     Note 17 -- Related Party Transactions........................................................... 123 
     Note 18 -- Subsequent Events.................................................................... 124 
Financial Statement Schedules at December 31, 2015 and 2014 and for the Years Ended December 31,          
  2015, 2014 and 2013:                                                                                    
 Schedule I -- Consolidated Summary of Investments -- Other Than Investments in Related Parties...... 125 
 Schedule III -- Consolidated Supplementary Insurance Information.................................... 126 
 Schedule IV -- Consolidated Reinsurance............................................................. 128 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors and Stockholder of                                    
MetLife Insurance Company USA:                                                  

We have audited the accompanying consolidated balance sheets of MetLife         
Insurance Company USA (formerly MetLife Insurance Company of Connecticut) and   
subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related  
consolidated statements of operations, comprehensive income (loss),             
stockholder's equity, and cash flows for each of the three years in the period  
ended December 31, 2015. Our audits also included the financial statement       
schedules listed in the Index to Consolidated Financial Statements, Notes and   
Schedules. These consolidated financial statements and financial statement      
schedules are the responsibility of the Company's management. Our               
responsibility is to express an opinion on the consolidated financial           
statements and financial statement schedules based on our audits.               

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we     
plan and perform the audit to obtain reasonable assurance about whether the     
consolidated financial statements are free of material misstatement. The        
Company is not required to have, nor were we engaged to perform, an audit of    
its internal control over financial reporting. Our audits included              
consideration of internal control over financial reporting as a basis for       
designing audit procedures that are appropriate in the circumstances, but not   
for the purpose of expressing an opinion on the effectiveness of the Company's  
internal control over financial reporting. Accordingly, we express no such      
opinion. An audit also includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the consolidated financial statements, assessing 
the accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation. We believe     
that our audits provide a reasonable basis for our opinion.                     

In our opinion, such consolidated financial statements present fairly, in all   
material respects, the financial position of MetLife Insurance Company USA and  
subsidiaries as of December 31, 2015 and 2014, and the results of their         
operations and their cash flows for each of the three years in the period ended 
December 31, 2015, in conformity with accounting principles generally accepted  
in the United States of America. Also, in our opinion, such financial statement 
schedules, when considered in relation to the basic consolidated financial      
statements taken as a whole, present fairly, in all material respects, the      
information set forth therein.                                                  

/s/ DELOITTE & TOUCHE LLP                                                       
New York, New York                                                              
March 24, 2016                                                                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Balance Sheets 
December 31, 2015 and 2014  

(In millions, except share and per share data)  

                                                        [Enlarge/Download Table]

                                                                                               2015         2014    
                                                                                           -----------  ----------- 
                                                                                                                    
Assets                                                                                                              
Investments:                                                                                                        
 Fixed maturity securities available-for-sale, at estimated fair value (amortized cost:                             
   $50,154 and $46,423, respectively)..................................................... $    52,409  $    50,697 
 Equity securities available-for-sale, at estimated fair value (cost: $384 and $400,                                
   respectively)..........................................................................         409          459 
 Mortgage loans (net of valuation allowances of $36 and $25, respectively; includes                                 
   $172 and $280, respectively, at estimated fair value, relating to variable interest                              
   entities)..............................................................................       7,262        5,839 
 Policy loans.............................................................................       1,266        1,194 
 Real estate and real estate joint ventures (includes $5 and $93, respectively, of real                             
   estate held-for-sale)..................................................................         628          894 
 Other limited partnership interests......................................................       1,846        2,234 
 Short-term investments, principally at estimated fair value..............................       1,737        1,232 
 Other invested assets, principally at estimated fair value...............................       4,942        4,531 
                                                                                           -----------  ----------- 
   Total investments......................................................................      70,499       67,080 
Cash and cash equivalents, principally at estimated fair value............................       1,383        1,206 
Accrued investment income (includes $1 and $2, respectively, relating to variable                                   
  interest entities)......................................................................         505          501 
Premiums, reinsurance and other receivables...............................................      22,251       21,559 
Deferred policy acquisition costs and value of business acquired..........................       4,809        4,890 
Current income tax recoverable............................................................          --          537 
Goodwill..................................................................................         381          381 
Other assets..............................................................................         799          848 
Separate account assets...................................................................     101,735      108,861 
                                                                                           -----------  ----------- 
     Total assets......................................................................... $   202,362  $   205,863 
                                                                                           ===========  =========== 
Liabilities and Stockholder's Equity                                                                                
Liabilities                                                                                                         
Future policy benefits.................................................................... $    29,894  $    28,479 
Policyholder account balances.............................................................      35,661       35,486 
Other policy-related balances.............................................................       3,549        3,320 
Payables for collateral under securities loaned and other transactions....................      10,619        7,501 
Long-term debt (includes $48 and $139, respectively, at estimated fair value, relating to                           
  variable interest entities).............................................................         836          928 
Current income tax payable................................................................          20           -- 
Deferred income tax liability.............................................................         803        1,338 
Other liabilities (includes $1 and $1, respectively, relating to variable interest                                  
  entities)...............................................................................       7,682        7,944 
Separate account liabilities..............................................................     101,735      108,861 
                                                                                           -----------  ----------- 
     Total liabilities....................................................................     190,799      193,857 
                                                                                           -----------  ----------- 
Contingencies, Commitments and Guarantees (Note 16)                                                                 
Stockholder's Equity                                                                                                
Common stock, par value $25,000 per share; 4,000 shares authorized; 3,000 shares                                    
  issued and outstanding..................................................................          75           75 
Additional paid-in capital................................................................      10,871       10,855 
Retained earnings (deficit)...............................................................      (1,011)      (1,350)
Accumulated other comprehensive income (loss).............................................       1,628        2,426 
                                                                                           -----------  ----------- 
     Total stockholder's equity...........................................................      11,563       12,006 
                                                                                           -----------  ----------- 
     Total liabilities and stockholder's equity........................................... $   202,362  $   205,863 
                                                                                           ===========  =========== 

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Statements of Operations 
For the Years Ended December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                   2015       2014       2013   
                                                                ---------  ---------  --------- 
                                                                                                
Revenues                                                                                        
Premiums....................................................... $   1,433  $   1,152  $     689 
Universal life and investment-type product policy fees.........     2,940      3,193      3,130 
Net investment income..........................................     2,615      2,669      2,999 
Other revenues.................................................       504        539        610 
Net investment gains (losses):                                                                  
 Other-than-temporary impairments on fixed maturity securities.       (16)        (6)        (9)
 Other-than-temporary impairments on fixed maturity securities                                  
   transferred to other comprehensive income (loss)............        (9)        (6)       (11)
 Other net investment gains (losses)...........................        61       (457)        47 
                                                                ---------  ---------  --------- 
   Total net investment gains (losses).........................        36       (469)        27 
 Net derivative gains (losses).................................      (424)      (181)       441 
                                                                ---------  ---------  --------- 
     Total revenues............................................     7,104      6,903      7,896 
                                                                ---------  ---------  --------- 
Expenses                                                                                        
Policyholder benefits and claims...............................     2,696      2,764      3,147 
Interest credited to policyholder account balances.............     1,037      1,062      1,168 
Goodwill impairment............................................        --         33         66 
Other expenses.................................................     2,317      2,754      1,937 
                                                                ---------  ---------  --------- 
     Total expenses............................................     6,050      6,613      6,318 
                                                                ---------  ---------  --------- 
Income (loss) before provision for income tax..................     1,054        290      1,578 
Provision for income tax expense (benefit).....................       215         (5)       437 
                                                                ---------  ---------  --------- 
Net income (loss).............................................. $     839  $     295  $   1,141 
                                                                =========  =========  ========= 

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Statements of Comprehensive Income (Loss)  
For the Years Ended December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                  2015        2014       2013    
                                                               ----------  ---------  ---------- 
                                                                                                 
Net income (loss)............................................. $      839  $     295  $    1,141 
Other comprehensive income (loss):                                                               
 Unrealized investment gains (losses), net of related offsets.     (1,324)     1,953      (2,232)
 Unrealized gains (losses) on derivatives.....................         86        244        (206)
 Foreign currency translation adjustments.....................        (28)       (50)         54 
                                                               ----------  ---------  ---------- 
Other comprehensive income (loss), before income tax..........     (1,266)     2,147      (2,384)
Income tax (expense) benefit related to items of other                                           
  comprehensive income (loss).................................        468       (701)        808 
                                                               ----------  ---------  ---------- 
Other comprehensive income (loss), net of income tax..........       (798)     1,446      (1,576)
                                                               ----------  ---------  ---------- 
Comprehensive income (loss)................................... $       41  $   1,741  $     (435)
                                                               ==========  =========  ========== 

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Statements of Stockholder's Equity 
For the Years Ended December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                     Accumulated               
                                             Additional  Retained       Other         Total    
                                   Common     Paid-in    Earnings   Comprehensive Stockholder's
                                   Stock      Capital    (Deficit)  Income (Loss)    Equity    
                                 ---------  -----------  ---------  ------------- -------------
                                                                                               
Balance at December 31, 2012.... $      86  $    11,460  $    (886)   $   2,556    $   13,216  
Capital contributions from                                                                     
  MetLife, Inc..................                     46                                    46  
Dividends paid to MetLife, Inc..                            (1,261)                    (1,261) 
Net income (loss)...............                             1,141                      1,141  
Other comprehensive income                                                                     
  (loss), net of income tax.....                                         (1,576)       (1,576) 
                                 ---------  -----------  ---------    ---------    ----------  
Balance at December 31, 2013....        86       11,506     (1,006)         980        11,566  
Redemption of common stock......       (11)        (895)      (484)                    (1,390) 
Capital contributions from                                                                     
  MetLife, Inc..................                    244                                   244  
Dividends paid to MetLife, Inc..                              (155)                      (155) 
Net income (loss)...............                               295                        295  
Other comprehensive income                                                                     
  (loss), net of income tax.....                                          1,446         1,446  
                                 ---------  -----------  ---------    ---------    ----------  
Balance at December 31, 2014....        75       10,855     (1,350)       2,426        12,006  
Capital contributions from                                                                     
  MetLife, Inc..................                     16                                    16  
Dividends paid to MetLife, Inc..                              (500)                      (500) 
Net income (loss)...............                               839                        839  
Other comprehensive income                                                                     
  (loss), net of income tax.....                                           (798)         (798) 
                                 ---------  -----------  ---------    ---------    ----------  
Balance at December 31, 2015.... $      75  $    10,871  $  (1,011)   $   1,628    $   11,563  
                                 =========  ===========  =========    =========    ==========  

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Statements of Cash Flows 
For the Years Ended December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                                                      2015      2014      2013   
                                                                                                    --------  --------  -------- 
                                                                                                                                 
Cash flows from operating activities                                                                                             
Net income (loss).................................................................................. $    839  $    295  $  1,141 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                               
  Depreciation and amortization expenses...........................................................       23        30        35 
  Amortization of premiums and accretion of discounts associated with investments, net.............     (204)     (166)     (150)
  (Gains) losses on investments and from sales of businesses, net..................................      (36)      469       (27)
  (Gains) losses on derivatives, net...............................................................    1,225     1,443     1,567 
  (Income) loss from equity method investments, net of dividends or distributions..................      108       (11)      (82)
  Interest credited to policyholder account balances...............................................    1,037     1,062     1,168 
  Universal life and investment-type product policy fees...........................................   (2,940)   (3,193)   (3,130)
  Goodwill impairment..............................................................................       --        33        66 
  Change in accrued investment income..............................................................        9       124       146 
  Change in premiums, reinsurance and other receivables............................................     (586)   (1,479)     (190)
  Change in deferred policy acquisition costs and value of business acquired, net..................      270       711      (480)
  Change in income tax.............................................................................      491       245       691 
  Change in other assets...........................................................................    2,127     2,258     2,006 
  Change in insurance-related liabilities and policy-related balances..............................    2,104     1,398     1,198 
  Change in other liabilities......................................................................     (267)    1,390        31 
  Other, net.......................................................................................        5       (67)       (6)
                                                                                                    --------  --------  -------- 
Net cash provided by (used in) operating activities................................................    4,205     4,542     3,984 
                                                                                                    --------  --------  -------- 
Cash flows from investing activities                                                                                             
  Sales, maturities and repayments of:                                                                                           
   Fixed maturity securities.......................................................................   35,704    20,249    20,330 
   Equity securities...............................................................................      308        98        69 
   Mortgage loans..................................................................................    1,059     2,428     2,304 
   Real estate and real estate joint ventures......................................................      512        28       104 
   Other limited partnership interests.............................................................      425       255       153 
  Purchases of:                                                                                                                  
   Fixed maturity securities.......................................................................  (39,298)  (24,520)  (17,068)
   Equity securities...............................................................................     (273)      (41)     (133)
   Mortgage loans..................................................................................   (2,515)     (343)     (912)
   Real estate and real estate joint ventures......................................................     (109)     (209)     (201)
   Other limited partnership interests.............................................................     (233)     (345)     (368)
  Cash received in connection with freestanding derivatives........................................      223       788       258 
  Cash paid in connection with freestanding derivatives............................................     (868)   (1,991)   (3,615)
  Cash received under repurchase agreements........................................................      199        --        -- 
  Cash paid under repurchase agreements............................................................     (199)       --        -- 
  Cash received under reverse repurchase agreements................................................      199        --        -- 
  Cash paid under reverse repurchase agreements....................................................     (199)       --        -- 
  Sale of business, net of cash and cash equivalents disposed of $0, $251 and $0,                                                
   respectively....................................................................................       --       451        -- 
  Sales of loans to affiliates.....................................................................       --       520        -- 
  Net change in policy loans.......................................................................      (72)       52        (3)
  Net change in short-term investments.............................................................     (495)    3,581     2,060 
  Net change in other invested assets..............................................................      (55)     (305)      113 
  Other, net.......................................................................................       --        --         3 
                                                                                                    --------  --------  -------- 
Net cash provided by (used in) investing activities................................................   (5,687)      696     3,094 
                                                                                                    --------  --------  -------- 

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Consolidated Statements of Cash Flows -- (continued)  
For the Years Ended December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                                            2015         2014        2013    
                                                                                        -----------  -----------  ---------- 
                                                                                                                             
Cash flows from financing activities                                                                                         
  Policyholder account balances:                                                                                             
   Deposits............................................................................      19,970       18,581      15,005 
   Withdrawals.........................................................................     (20,797)     (21,564)    (16,806)
  Net change in payables for collateral under securities loaned and other transactions.       3,118          703      (3,197)
  Long-term debt issued................................................................         175           --          -- 
  Long-term debt repaid................................................................        (235)      (1,379)     (1,009)
  Financing element on certain derivative instruments..................................         (81)        (414)       (197)
  Redemption of common stock...........................................................          --         (906)         -- 
  Common stock redemption premium......................................................          --         (484)         -- 
  Dividends paid to MetLife, Inc.......................................................        (500)        (155)     (1,261)
  Capital contributions from MetLife, Inc..............................................          11          231          -- 
                                                                                        -----------  -----------  ---------- 
Net cash provided by (used in) financing activities....................................       1,661       (5,387)     (7,465)
                                                                                        -----------  -----------  ---------- 
Effect of change in foreign currency exchange rates on cash and cash equivalents                                             
 balances..............................................................................          (2)         (45)        (41)
                                                                                        -----------  -----------  ---------- 
Change in cash and cash equivalents....................................................         177         (194)       (428)
Cash and cash equivalents, beginning of year...........................................       1,206        1,400       1,828 
                                                                                        -----------  -----------  ---------- 
Cash and cash equivalents, end of year................................................. $     1,383  $     1,206  $    1,400 
                                                                                        ===========  ===========  ========== 
Supplemental disclosures of cash flow information                                                                            
Net cash paid (received) for:                                                                                                
   Interest............................................................................ $        77  $       116  $      199 
                                                                                        ===========  ===========  ========== 
   Income tax.......................................................................... $      (263) $      (221) $     (272)
                                                                                        ===========  ===========  ========== 
Non-cash transactions:                                                                                                       
  Capital contributions from MetLife, Inc.............................................. $         5  $        13  $       46 
                                                                                        ===========  ===========  ========== 
  Transfers of fixed maturity securities to affiliates................................. $        --  $       804  $       -- 
                                                                                        ===========  ===========  ========== 

See accompanying notes to the consolidated financial statements.  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements  

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies                                                                        

Business                                                                        

"MetLife USA" and the "Company" refer to MetLife Insurance Company USA      
(formerly, MetLife Insurance Company of Connecticut ("MICC")), a Delaware       
corporation originally incorporated in Connecticut in 1863, and its             
subsidiaries. MetLife Insurance Company USA is a wholly-owned subsidiary of     
MetLife, Inc. (MetLife, Inc., together with its subsidiaries and affiliates,    
"MetLife"). The Company offers individual annuities, individual life insurance, 
and institutional protection and asset accumulation products.                   

In November 2014, MetLife Insurance Company of Connecticut re-domesticated  
from Connecticut to Delaware, changed its name to MetLife Insurance Company USA 
and merged with its subsidiary, MetLife Investors USA Insurance Company         
("MLI-USA"), and its affiliates, MetLife Investors Insurance Company ("MLIIC")  
and Exeter Reassurance Company, Ltd. ("Exeter"). See Note 3 for further         
information on the merger transactions and the prior periods' adjustments.      

The Company is organized into two segments: Retail and Corporate Benefit    
Funding.                                                                        

Basis of Presentation                                                           

The preparation of financial statements in conformity with accounting       
principles generally accepted in the United States of America ("GAAP") requires 
management to adopt accounting policies and make estimates and assumptions that 
affect amounts reported on the consolidated financial statements. In applying   
these policies and estimates, management makes subjective and complex judgments 
that frequently require assumptions about matters that are inherently           
uncertain. Many of these policies, estimates and related judgments are common   
in the insurance and financial services industries; others are specific to the  
Company's business and operations. Actual results could differ from estimates.  

Consolidation                                                                 

The accompanying consolidated financial statements include the accounts of
MetLife Insurance Company USA and its subsidiaries, as well as partnerships   
and joint ventures in which the Company has control, and variable interest    
entities ("VIEs") for which the Company is the primary beneficiary.           
Intercompany accounts and transactions have been eliminated.                  

  Since the Company is a member of a controlled group of affiliated companies,
its results may not be indicative of those of a stand-alone entity.           

Discontinued Operations                                                       

  The results of operations of a component of the Company that has either been
disposed of or is classified as held-for-sale are reported in discontinued    
operations if certain criteria are met. Effective January 1, 2014, the Company
adopted new guidance regarding reporting of discontinued operations for       
disposals or classifications as held-for-sale that have not been previously   
reported on the consolidated financial statements. A disposal of a component  
is reported in discontinued operations if the disposal represents a strategic 
shift that has or will have a major effect on the Company's operations and    
financial results. See "-- Adoption of New Accounting Pronouncements."        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Separate Accounts                                                             

Separate accounts are established in conformity with insurance laws.      
Generally, the assets of the separate accounts cannot be used to settle the   
liabilities that arise from any other business of the Company. Separate       
account assets are subject to general account claims only to the extent the   
value of such assets exceeds the separate account liabilities. The Company    
reports separately, as assets and liabilities, investments held in separate   
accounts and liabilities of the separate accounts if:                         

.  such separate accounts are legally recognized;                           

.  assets supporting the contract liabilities are legally insulated from the
Company's general account liabilities;                                

.  investments are directed by the contractholder; and                      

.  all investment performance, net of contract fees and assessments, is     
passed through to the contractholder.                                 

The Company reports separate account assets at their fair value, which is 
based on the estimated fair values of the underlying assets comprising the    
individual separate account portfolios. Investment performance (including     
investment income, net investment gains (losses) and changes in unrealized    
gains (losses)) and the corresponding amounts credited to contractholders of  
such separate accounts are offset within the same line on the statements of   
operations. Separate accounts credited with a contractual investment return   
are combined on a line-by-line basis with the Company's general account       
assets, liabilities, revenues and expenses and the accounting for these       
investments is consistent with the methodologies described herein for similar 
financial instruments held within the general account.                        

The Company's revenues reflect fees charged to the separate accounts,     
including mortality charges, risk charges, policy administration fees,        
investment management fees and surrender charges. Such fees are included in   
universal life and investment-type product policy fees on the statements of   
operations.                                                                   

Reclassifications                                                             

Certain amounts in the prior years' consolidated financial statements and 
related footnotes thereto have been reclassified to conform with the current  
year presentation as discussed throughout the Notes to the Consolidated       
Financial Statements.                                                         

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Summary of Significant Accounting Policies                                      

The following are the Company's significant accounting policies with      
references to notes providing additional information on such policies and     
critical accounting estimates relating to such policies.                      

                                                        [Enlarge/Download Table]
                                                                                         
-----------------------------------------------------------------------------------------
Accounting Policy                                                                    Note
-----------------------------------------------------------------------------------------
Insurance                                                                             5  
-----------------------------------------------------------------------------------------
Deferred Policy Acquisition Costs, Value of Business Acquired and Other Intangibles   6  
-----------------------------------------------------------------------------------------
Reinsurance                                                                           7  
-----------------------------------------------------------------------------------------
Investments                                                                           8  
-----------------------------------------------------------------------------------------
Derivatives                                                                           9  
-----------------------------------------------------------------------------------------
Fair Value                                                                            10 
-----------------------------------------------------------------------------------------
Goodwill                                                                              11 
-----------------------------------------------------------------------------------------
Income Tax                                                                            15 
-----------------------------------------------------------------------------------------
Litigation Contingencies                                                              16 
-----------------------------------------------------------------------------------------

Insurance                                                                     

Future Policy Benefit Liabilities and Policyholder Account Balances         

The Company establishes liabilities for amounts payable under insurance 
policies. Generally, amounts are payable over an extended period of time and
related liabilities are calculated as the present value of future expected  
 benefits to be paid reduced by the present value of future expected premiums.
Such liabilities are established based on methods and underlying assumptions
in accordance with GAAP and applicable actuarial standards. Principal       
assumptions used in the establishment of liabilities for future policy      
benefits are mortality, morbidity, policy lapse, renewal, retirement,       
 disability incidence, disability terminations, investment returns, inflation,
 expenses and other contingent events as appropriate to the respective product
type. These assumptions are established at the time the policy is issued and
are intended to estimate the experience for the period the policy benefits  
are payable. Utilizing these assumptions, liabilities are established on a  
block of business basis. For long duration insurance contracts, assumptions 
such as mortality, morbidity and interest rates are "locked in" upon the    
issuance of new business. However, significant adverse changes in experience
on such contracts may require the establishment of premium deficiency       
reserves. Such reserves are determined based on the then current assumptions
and do not include a provision for adverse deviation.                       

Liabilities for universal and variable life secondary guarantees are    
determined by estimating the expected value of death benefits payable when  
the account balance is projected to be zero and recognizing those benefits  
 ratably over the accumulation period based on total expected assessments. The
assumptions used in estimating the secondary guarantee liabilities are      
consistent with those used for amortizing deferred policy acquisition costs 
("DAC"), and are thus subject to the same variability and risk as further   
discussed herein. The assumptions of investment performance and volatility  
for variable products are consistent with historical experience of          
appropriate underlying equity indices, such as the Standard & Poor's Ratings
Services ("S&P") 500 Index. The benefits used in calculating the liabilities
are based on the average benefits payable over a range of scenarios.        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

The Company regularly reviews its estimates of liabilities for future   
policy benefits and compares them with its actual experience. Differences   
result in changes to the liability balances with related charges or credits 
to benefit expenses in the period in which the changes occur.               

Policyholder account balances relate to contracts or contract features  
where the Company has no significant insurance risk.                        

The Company issues directly and assumes through reinsurance certain     
variable annuity products with guaranteed minimum benefits that provide the 
policyholder a minimum return based on their initial deposit (i.e., the     
benefit base) less withdrawals. These guarantees are accounted for as       
insurance liabilities or as embedded derivatives depending on how and when  
the benefit is paid. Specifically, a guarantee is accounted for as an       
embedded derivative if a guarantee is paid without requiring (i) the        
occurrence of specific insurable event, or (ii) the policyholder to         
annuitize. Alternatively, a guarantee is accounted for as an insurance      
liability if the guarantee is paid only upon either (i) the occurrence of a 
specific insurable event, or (ii) annuitization. In certain cases, a        
guarantee may have elements of both an insurance liability and an embedded  
derivative and in such cases the guarantee is split and accounted for under 
both models.                                                                

   Guarantees accounted for as insurance liabilities in future policy benefits
include guaranteed minimum death benefits ("GMDBs"), the portion of         
guaranteed minimum income benefits ("GMIBs") that require annuitization, and
the life-contingent portion of guaranteed minimum withdrawal benefits       
("GMWBs").                                                                  

Guarantees accounted for as embedded derivatives in policyholder account
 balances include the non life-contingent portion of GMWBs, guaranteed minimum
accumulation benefits ("GMABs") and the portion of GMIBs that do not require
annuitization. At inception, the Company attributes to the embedded         
derivative a portion of the projected future guarantee fees to be collected 
from the policyholder equal to the present value of projected future        
guaranteed benefits. Any additional fees represent "excess" fees and are    
reported in universal life and investment-type product policy fees.         

Other Policy-Related Balances                                               

Other policy-related balances primarily include assumed affiliated      
reinsurance payables, affiliated deferred experience refunds, policy and    
contract claims and unearned revenue liabilities.                           

   The assumed affiliated reinsurance payable relates primarily to reinsurance
for certain universal life business assumed from an affiliate, net of other 
reinsurance.                                                                

The affiliated deferred experience refunds relate to the repayment of   
acquisition costs under an affiliated reinsurance agreement and represent   
part of the net cost of reinsurance for the business reinsured. The deferred
experience refund is being amortized consistent with the DAC methodology on 
the underlying contracts.                                                   

  The liability for policy and contract claims generally relates to incurred
but not reported death, disability and long-term care claims, as well as    
claims which have been reported but not yet settled. The liability for these
claims is based on the Company's estimated ultimate cost of settling all    
 claims. The Company derives estimates for the development of incurred but not
 reported claims principally from analyses of historical patterns of claims by
business line. The methods used to determine these estimates are continually
reviewed.                                                                   

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Adjustments resulting from this continuous review process and differences   
between estimates and payments for claims are recognized in policyholder    
benefits and claims expense in the period in which the estimates are changed
or payments are made.                                                       

The unearned revenue liability relates to universal life-type and       
investment-type products and represents policy charges for services to be   
provided in future periods. The charges are deferred as unearned revenue and
amortized using the product's estimated gross profits, similar to DAC as    
 discussed further herein. Such amortization is recorded in universal life and
investment-type product policy fees.                                        

Recognition of Insurance Revenues and Deposits                              

Premiums related to traditional life and annuity contracts with life    
contingencies are recognized as revenues when due from policyholders.       
 Policyholder benefits and expenses are provided to recognize profits over the
estimated lives of the insurance policies. When premiums are due over a     
significantly shorter period than the period over which benefits are        
provided, any excess profit is deferred and recognized into earnings in a   
constant relationship to insurance in-force or, for annuities, the amount of
expected future policy benefit payments.                                    

Premiums related to non-medical health and disability contracts are     
recognized on a pro rata basis over the applicable contract term.           

Deposits related to universal life-type and investment-type products are
credited to policyholder account balances. Revenues from such contracts     
consist of fees for mortality, policy administration and surrender charges  
 and are recorded in universal life and investment-type product policy fees in
the period in which services are provided. Amounts that are charged to      
earnings include interest credited and benefit claims incurred in excess of 
related policyholder account balances.                                      

   Premiums, policy fees, policyholder benefits and expenses are presented net
of reinsurance.                                                             

Deferred Policy Acquisition Costs, Value of Business Acquired and Other       
Intangibles                                                                   

 The Company incurs significant costs in connection with acquiring new and
 renewal insurance business. Costs that are related directly to the successful
acquisition or renewal of insurance contracts are capitalized as DAC. Such  
costs include:                                                              

.  incremental direct costs of contract acquisition, such as commissions;   

.  the portion of an employee's total compensation and benefits related to  
time spent selling, underwriting or processing the issuance of new and
  renewal insurance business only with respect to actual policies acquired
or renewed;                                                           

.  other essential direct costs that would not have been incurred had a     
policy not been acquired or renewed; and                              

.  the costs of direct-response advertising, the primary purpose of which is
to elicit sales to customers who could be shown to have responded     
specifically to the advertising and that results in probable future   
benefits.                                                             

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

All other acquisition-related costs, including those related to general   
advertising and solicitation, market research, agent training, product        
development, unsuccessful sales and underwriting efforts, as well as all      
indirect costs, are expensed as incurred.                                     

 Value of business acquired ("VOBA") is an intangible asset resulting from a
business combination that represents the excess of book value over the        
estimated fair value of acquired insurance, annuity, and investment-type      
contracts in-force at the acquisition date. The estimated fair value of the   
acquired liabilities is based on projections, by each block of business, of   
future policy and contract charges, premiums, mortality and morbidity,        
separate account performance, surrenders, operating expenses, investment      
returns, nonperformance risk adjustment and other factors. Actual experience  
on the purchased business may vary from these projections.                    

DAC and VOBA are amortized as follows:                                    

                                                                [Download Table]
                                                                             
-----------------------------------------------------------------------------
Products:                              In proportion to the following over   
                                       estimated lives of the contracts:     
-----------------------------------------------------------------------------
.  Nonparticipating and                Actual and expected future gross      
   non-dividend-paying traditional     premiums.                             
   contracts (primarily term                                                 
   insurance)                                                                
-----------------------------------------------------------------------------
.  Participating, dividend-paying      Actual and expected future gross      
   traditional contracts               margins.                              
-----------------------------------------------------------------------------
.  Fixed and variable universal life   Actual and expected future gross      
   contracts                           profits.                              
.  Fixed and variable deferred                                               
   annuity contracts                                                         
-----------------------------------------------------------------------------

See Note 6 for additional information on DAC and VOBA amortization.       
Amortization of DAC and VOBA is included in other expenses.                   

The recovery of DAC and VOBA is dependent upon the future profitability of
the related business. DAC and VOBA are aggregated in the financial statements 
for reporting purposes.                                                       

  The Company generally has two different types of sales inducements which are
included in other assets: (i) the policyholder receives a bonus whereby the   
policyholder's initial account balance is increased by an amount equal to a   
specified percentage of the customer's deposit; and (ii) the policyholder     
receives a higher interest rate using a dollar cost averaging method than     
would have been received based on the normal general account interest rate    
credited. The Company defers sales inducements and amortizes them over the    
life of the policy using the same methodology and assumptions used to amortize
DAC. The amortization of sales inducements is included in policyholder        
benefits and claims. Each year, or more frequently if circumstances indicate a
potential recoverability issue exists, the Company reviews deferred sales     
inducements ("DSI") to determine the recoverability of the asset.             

Value of distribution agreements acquired ("VODA") is reported in other   
assets and represents the present value of expected future profits associated 
with the expected future business derived from the distribution agreements    
acquired as part of a business combination. Value of customer relationships   
acquired ("VOCRA") is also reported in other assets and represents the present
value of the expected future profits associated with the expected future      
business acquired through existing customers of the acquired company or       
business. The VODA and VOCRA associated with past business combinations are   
amortized over useful lives ranging from 10 to 30 years and such amortization 
is included in other expenses. Each year, or more frequently if circumstances 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

indicate a possible impairment exists, the Company reviews VODA and VOCRA to  
determine whether the asset is impaired.                                      

Reinsurance                                                                   

For each of its reinsurance agreements, the Company determines whether the
agreement provides indemnification against loss or liability relating to      
insurance risk in accordance with applicable accounting standards. Cessions   
under reinsurance agreements do not discharge the Company's obligations as the
primary insurer. The Company reviews all contractual features, including those
that may limit the amount of insurance risk to which the reinsurer is subject 
or features that delay the timely reimbursement of claims.                    

 For reinsurance of existing in-force blocks of long-duration contracts that
transfer significant insurance risk, the difference, if any, between the      
amounts paid (received), and the liabilities ceded (assumed) related to the   
underlying contracts is considered the net cost of reinsurance at the         
inception of the reinsurance agreement. The net cost of reinsurance is        
recorded as an adjustment to DAC when there is a gain at inception on the     
ceding entity and to other liabilities when there is a loss at inception. The 
net cost of reinsurance is recognized as a component of other expenses when   
there is a gain at inception and as policyholder benefits and claims when     
there is a loss and is subsequently amortized on a basis consistent with the  
methodology used for amortizing DAC related to the underlying reinsured       
contracts. Subsequent amounts paid (received) on the reinsurance of in-force  
blocks, as well as amounts paid (received) related to new business, are       
recorded as ceded (assumed) premiums and ceded (assumed) premiums, reinsurance
and other receivables (future policy benefits) are established.               

Amounts currently recoverable under reinsurance agreements are included in
premiums, reinsurance and other receivables and amounts currently payable are 
included in other liabilities. Assets and liabilities relating to reinsurance 
agreements with the same reinsurer may be recorded net on the balance sheet,  
if a right of offset exists within the reinsurance agreement. In the event    
that reinsurers do not meet their obligations to the Company under the terms  
of the reinsurance agreements, reinsurance recoverable balances could become  
uncollectible. In such instances, reinsurance recoverable balances are stated 
net of allowances for uncollectible reinsurance.                              

The funds withheld liability represents amounts withheld by the Company in
accordance with the terms of the reinsurance agreements. The Company withholds
the funds rather than transferring the underlying investments and, as a       
result, records funds withheld liability within other liabilities. The Company
recognizes interest on funds withheld, included in other expenses, at rates   
defined by the terms of the agreement which may be contractually specified or 
directly related to the investment portfolio.                                 

 Premiums, fees and policyholder benefits and claims include amounts assumed
under reinsurance agreements and are net of reinsurance ceded. Amounts        
received from reinsurers for policy administration are reported in other      
revenues. With respect to GMIBs, a portion of the directly written GMIBs are  
accounted for as insurance liabilities, but the associated reinsurance        
agreements contain embedded derivatives. These embedded derivatives are       
included in premiums, reinsurance and other receivables with changes in       
estimated fair value reported in net derivative gains (losses).               

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

If the Company determines that a reinsurance agreement does not expose the
reinsurer to a reasonable possibility of a significant loss from insurance    
risk, the Company records the agreement using the deposit method of           
accounting. Deposits received are included in other liabilities and deposits  
made are included within premiums, reinsurance and other receivables. As      
amounts are paid or received, consistent with the underlying contracts, the   
deposit assets or liabilities are adjusted. Interest on such deposits is      
recorded as other revenues or other expenses, as appropriate. Periodically,   
the Company evaluates the adequacy of the expected payments or recoveries and 
adjusts the deposit asset or liability through other revenues or other        
expenses, as appropriate. Certain assumed GMWB, GMAB and GMIB are also        
accounted for as embedded derivatives with changes in estimated fair value    
reported in net derivative gains (losses).                                    

Investments                                                                   

Net Investment Income and Net Investment Gains (Losses)                     

Income from investments is reported within net investment income, unless
 otherwise stated herein. Gains and losses on sales of investments, impairment
 losses and changes in valuation allowances are reported within net investment
gains (losses), unless otherwise stated herein.                             

Fixed Maturity and Equity Securities                                        

The majority of the Company's fixed maturity and equity securities are  
classified as available-for-sale ("AFS") and are reported at their estimated
fair value. Unrealized investment gains and losses on these securities are  
recorded as a separate component of other comprehensive income (loss)       
("OCI"), net of policy-related amounts and deferred income taxes. All       
security transactions are recorded on a trade date basis. Investment gains  
and losses on sales are determined on a specific identification basis.      

Interest income and prepayment fees are recognized when earned. Interest
income is recognized using an effective yield method giving effect to       
amortization of premiums and accretion of discounts. Dividends on equity    
securities are recognized when declared.                                    

   The Company periodically evaluates fixed maturity and equity securities for
impairment. The assessment of whether impairments have occurred is based on 
management's case-by-case evaluation of the underlying reasons for the      
decline in estimated fair value, as well as an analysis of the gross        
unrealized losses by severity and/or age as described in Note 8 "--         
 Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS
Securities."                                                                

For fixed maturity securities in an unrealized loss position, an        
 other-than-temporary impairment ("OTTI") is recognized in earnings when it is
anticipated that the amortized cost will not be recovered. When either:     
(i) the Company has the intent to sell the security; or (ii) it is more     
 likely than not that the Company will be required to sell the security before
recovery, the OTTI recognized in earnings is the entire difference between  
the security's amortized cost and estimated fair value. If neither of these 
conditions exists, the difference between the amortized cost of the security
 and the present value of projected future cash flows expected to be collected
is recognized as an OTTI in earnings ("credit loss"). If the estimated fair 
value is less than the present value of projected future cash flows expected
to be collected, this portion of OTTI related to other-than-credit factors  
("noncredit loss") is recorded in OCI.                                      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

With respect to equity securities, the Company considers in its OTTI    
analysis its intent and ability to hold a particular equity security for a  
period of time sufficient to allow for the recovery of its estimated fair   
value to an amount equal to or greater than cost. If a sale decision is made
 for an equity security and recovery to an amount at least equal to cost prior
to the sale is not expected, the security will be deemed to be              
 other-than-temporarily impaired in the period that the sale decision was made
and an OTTI loss will be recorded in earnings. The OTTI loss recognized is  
the entire difference between the security's cost and its estimated fair    
value.                                                                      

Mortgage Loans                                                              

The Company disaggregates its mortgage loan investments into three      
portfolio segments: commercial, agricultural and residential. The accounting
policies that are applicable to all portfolio segments are presented below  
and the accounting policies related to each of the portfolio segments are   
included in Note 8.                                                         

Mortgage loans are stated at unpaid principal balance, adjusted for any 
unamortized premium or discount, deferred fees or expenses, and are net of  
 valuation allowances. Interest income and prepayment fees are recognized when
earned. Interest income is recognized using an effective yield method giving
effect to amortization of premiums and accretion of discounts.              

Also included in mortgage loans are commercial mortgage loans held by   
 consolidated securitization entities ("CSEs") for which the fair value option
("FVO") was elected, which are stated at estimated fair value. Changes in   
estimated fair value are recognized in net investment gains (losses) for    
commercial mortgage loans held by CSEs.                                     

Policy Loans                                                                

Policy loans are stated at unpaid principal balances. Interest income is
recorded as earned using the contractual interest rate. Generally, accrued  
interest is capitalized on the policy's anniversary date. Valuation         
allowances are not established for policy loans, as they are fully          
collateralized by the cash surrender value of the underlying insurance      
 policies. Any unpaid principal and accrued interest is deducted from the cash
surrender value or the death benefit prior to settlement of the insurance   
policy.                                                                     

Real Estate                                                                 

Real estate held-for-investment is stated at cost less accumulated      
depreciation. Depreciation is recorded on a straight-line basis over the    
estimated useful life of the asset (typically 20 to 55 years). Rental income
is recognized on a straight-line basis over the term of the respective      
leases. The Company periodically reviews its real estate held-for-investment
for impairment and tests for recoverability whenever events or changes in   
circumstances indicate the carrying value may not be recoverable and exceeds
its estimated fair value. Properties whose carrying values are greater than 
 their undiscounted cash flows are written down to their estimated fair value,
which is generally computed using the present value of expected future cash 
flows discounted at a rate commensurate with the underlying risks.          

   Real estate for which the Company commits to a plan to sell within one year
and actively markets in its current condition for a reasonable price in     
comparison to its estimated fair value is classified as held-for-sale.      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Real estate held-for-sale is stated at the lower of depreciated cost or     
estimated fair value less expected disposition costs and is not depreciated.

Real Estate Joint Ventures and Other Limited Partnership Interests          

   The Company uses the equity method of accounting for equity securities when
it has significant influence or at least 20% interest and for real estate   
joint ventures and other limited partnership interests ("investees") when it
has more than a minor ownership interest or more than a minor influence over
the investee's operations, but does not have a controlling financial        
interest. The Company generally recognizes its share of the investee's      
earnings on a three-month lag in instances where the investee's financial   
information is not sufficiently timely or when the investee's reporting     
period differs from the Company's reporting period.                         

  The Company uses the cost method of accounting for investments in which it
has virtually no influence over the investee's operations. The Company      
recognizes distributions on cost method investments as earned or received.  
 Because of the nature and structure of these cost method investments, they do
not meet the characteristics of an equity security in accordance with       
applicable accounting standards.                                            

The Company routinely evaluates its equity method and cost method       
investments for impairment. For equity method investees, the Company        
considers financial and other information provided by the investee, other   
known information and inherent risks in the underlying investments, as well 
as future capital commitments, in determining whether an impairment has     
occurred. The Company considers its cost method investments for impairment  
when the carrying value of such investments exceeds the net asset value     
("NAV"). The Company takes into consideration the severity and duration of  
this excess when determining whether the cost method investment is impaired.

Short-term Investments                                                      

Short-term investments include securities and other investments with    
remaining maturities of one year or less, but greater than three months, at 
the time of purchase and are stated at estimated fair value or amortized    
cost, which approximates estimated fair value. Short-term investments also  
include investments in affiliated money market pools.                       

Other Invested Assets                                                       

Other invested assets consist principally of the following:             

.  Freestanding derivatives with positive estimated fair values which are   
described in "-- Derivatives" below.                                  

.  Funds withheld which represent a receivable for amounts contractually    
 withheld by ceding companies in accordance with reinsurance agreements.
   The Company recognizes interest on funds withheld at rates defined by the
 terms of the agreement which may be contractually specified or directly
related to the underlying investments.                                

.  Investments in an operating joint venture that engages in insurance      
  underwriting activities which are accounted for under the equity method.

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

.  Tax credit and renewable energy partnerships which derive a significant  
    source of investment return in the form of income tax credits or other tax
incentives. Where tax credits are guaranteed by a creditworthy third  
  party, the investment is accounted for under the effective yield method.
Otherwise, the investment is accounted for under the equity method.   

.  Leveraged leases which are recorded net of non-recourse debt. Income is  
  recognized by applying the leveraged lease's estimated rate of return to
 the net investment in the lease. The Company regularly reviews residual
values for impairment.                                                

Securities Lending Program                                                  

   Securities lending transactions, whereby blocks of securities are loaned to
 third parties, primarily brokerage firms and commercial banks, are treated as
 financing arrangements and the associated liability is recorded at the amount
of cash received. The Company obtains collateral at the inception of the    
loan, usually cash, in an amount generally equal to 102% of the estimated   
 fair value of the securities loaned, and maintains it at a level greater than
or equal to 100% for the duration of the loan. Securities loaned under such 
transactions may be sold or re-pledged by the transferee. The Company is    
 liable to return to the counterparties the cash collateral received. Security
collateral on deposit from counterparties in connection with securities     
lending transactions may not be sold or re-pledged, unless the counterparty 
is in default, and is not reflected on the Company's financial statements.  
The Company monitors the estimated fair value of the securities loaned on a 
 daily basis and additional collateral is obtained as necessary throughout the
duration of the loan. Income and expenses associated with securities lending
transactions are reported as investment income and investment expense,      
respectively, within net investment income.                                 

Derivatives                                                                   

Freestanding Derivatives                                                    

  Freestanding derivatives are carried on the Company's balance sheet either
as assets within other invested assets or as liabilities within other       
liabilities at estimated fair value. The Company does not offset the        
estimated fair value amounts recognized for derivatives executed with the   
same counterparty under the same master netting agreement.                  

   Accruals on derivatives are generally recorded in accrued investment income
or within other liabilities. However, accruals that are not scheduled to    
settle within one year are included with the derivatives carrying value in  
other invested assets or other liabilities.                                 

If a derivative is not designated as an accounting hedge or its use in  
 managing risk does not qualify for hedge accounting, changes in the estimated
fair value of the derivative are reported in net derivative gains (losses)  
except as follows:                                                          

                                                                [Download Table]
                                                                             
-----------------------------------------------------------------------------
Statement of Operations Presentation:  Derivative:                           
-----------------------------------------------------------------------------
Policyholder benefits and claims       .  Economic hedges of variable        
                                          annuity guarantees included in     
                                          future policy benefits             
-----------------------------------------------------------------------------
Net investment income                  .  Economic hedges of equity method   
                                          investments in joint ventures      
-----------------------------------------------------------------------------

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Hedge Accounting                                                            

To qualify for hedge accounting, at the inception of the hedging        
relationship, the Company formally documents its risk management objective  
and strategy for undertaking the hedging transaction, as well as its        
designation of the hedge. Hedge designation and financial statement         
presentation of changes in estimated fair value of the hedging derivatives  
are as follows:                                                             

.  Fair value hedge (a hedge of the estimated fair value of a recognized asset
or liability) -- in net derivative gains (losses), consistent with the  
change in estimated fair value of the hedged item attributable to the   
designated risk being hedged.                                           

.  Cash flow hedge (a hedge of a forecasted transaction or of the variability 
of cash flows to be received or paid related to a recognized asset or   
liability) -- effectiveness in OCI (deferred gains or losses on the     
derivative are reclassified into the statement of operations when the   
Company's earnings are affected by the variability in cash flows of the 
hedged item); ineffectiveness in net derivative gains (losses).         

The changes in estimated fair values of the hedging derivatives are     
exclusive of any accruals that are separately reported on the statement of  
operations within interest income or interest expense to match the location 
of the hedged item.                                                         

In its hedge documentation, the Company sets forth how the hedging      
instrument is expected to hedge the designated risks related to the hedged  
item and sets forth the method that will be used to retrospectively and     
prospectively assess the hedging instrument's effectiveness and the method  
that will be used to measure ineffectiveness. A derivative designated as a  
hedging instrument must be assessed as being highly effective in offsetting 
the designated risk of the hedged item. Hedge effectiveness is formally     
assessed at inception and at least quarterly throughout the life of the     
designated hedging relationship. Assessments of hedge effectiveness and     
measurements of ineffectiveness are also subject to interpretation and      
estimation and different interpretations or estimates may have a material   
effect on the amount reported in net income.                                

The Company discontinues hedge accounting prospectively when: (i) it is 
determined that the derivative is no longer highly effective in offsetting  
changes in the estimated fair value or cash flows of a hedged item; (ii) the
derivative expires, is sold, terminated, or exercised; (iii) it is no longer
probable that the hedged forecasted transaction will occur; or (iv) the     
derivative is de-designated as a hedging instrument.                        

When hedge accounting is discontinued because it is determined that the 
derivative is not highly effective in offsetting changes in the estimated   
fair value or cash flows of a hedged item, the derivative continues to be   
carried on the balance sheet at its estimated fair value, with changes in   
estimated fair value recognized in net derivative gains (losses). The       
 carrying value of the hedged recognized asset or liability under a fair value
hedge is no longer adjusted for changes in its estimated fair value due to  
the hedged risk, and the cumulative adjustment to its carrying value is     
amortized into income over the remaining life of the hedged item. Provided  
the hedged forecasted transaction is still probable of occurrence, the      
changes in estimated fair value of derivatives recorded in OCI related to   
discontinued cash flow hedges are released into the statement of operations 
when the Company's earnings are affected by the variability in cash flows of
the hedged item.                                                            

   When hedge accounting is discontinued because it is no longer probable that
the forecasted transactions will occur on the anticipated date or within two
months of that date, the derivative continues to be carried on the          

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

balance sheet at its estimated fair value, with changes in estimated fair   
value recognized currently in net derivative gains (losses). Deferred gains 
and losses of a derivative recorded in OCI pursuant to the discontinued cash
flow hedge of a forecasted transaction that is no longer probable are       
recognized immediately in net derivative gains (losses).                    

In all other situations in which hedge accounting is discontinued, the  
derivative is carried at its estimated fair value on the balance sheet, with
changes in its estimated fair value recognized in the current period as net 
derivative gains (losses).                                                  

Embedded Derivatives                                                        

  The Company sells variable annuities and issues certain insurance products
and investment contracts and is a party to certain reinsurance agreements   
 that have embedded derivatives. The Company assesses each identified embedded
 derivative to determine whether it is required to be bifurcated. The embedded
derivative is bifurcated from the host contract and accounted for as a      
freestanding derivative if:                                                 

.  the combined instrument is not accounted for in its entirety at estimated  
fair value with changes in estimated fair value recorded in earnings;   

.  the terms of the embedded derivative are not clearly and closely related to
the economic characteristics of the host contract; and                  

.  a separate instrument with the same terms as the embedded derivative would 
qualify as a derivative instrument.                                     

Such embedded derivatives are carried on the balance sheet at estimated 
fair value with the host contract and changes in their estimated fair value 
are generally reported in net derivative gains (losses), except for those in
 policyholder benefits and claims related to ceded reinsurance of GMIB. If the
 Company is unable to properly identify and measure an embedded derivative for
separation from its host contract, the entire contract is carried on the    
balance sheet at estimated fair value, with changes in estimated fair value 
recognized in the current period in net investment gains (losses) or net    
investment income. Additionally, the Company may elect to carry an entire   
contract on the balance sheet at estimated fair value, with changes in      
 estimated fair value recognized in the current period in net investment gains
(losses) or net investment income if that contract contains an embedded     
 derivative that requires bifurcation. At inception, the Company attributes to
the embedded derivative a portion of the projected future guarantee fees to 
be collected from the policyholder equal to the present value of projected  
future guaranteed benefits. Any additional fees represent "excess" fees and 
are reported in universal life and investment-type product policy fees.     

Fair Value                                                                    

Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability (an exit price) in the principal or most      
advantageous market for the asset or liability in an orderly transaction      
between market participants on the measurement date. In most cases, the exit  
price and the transaction (or entry) price will be the same at initial        
recognition.                                                                  

Subsequent to initial recognition, fair values are based on unadjusted    
quoted prices for identical assets or liabilities in active markets that are  
readily and regularly obtainable. When such quoted prices are not available,  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

fair values are based on quoted prices in markets that are not active, quoted 
prices for similar but not identical assets or liabilities, or other          
observable inputs. If these inputs are not available, or observable inputs are
not determinable, unobservable inputs and/or adjustments to observable inputs 
requiring management judgment are used to determine the estimated fair value  
of assets and liabilities.                                                    

Goodwill                                                                      

Goodwill represents the future economic benefits arising from net assets  
acquired in a business combination that are not individually identified and   
recognized. Goodwill is calculated as the excess of cost over the estimated   
fair value of such net assets acquired, is not amortized, and is tested for   
impairment based on a fair value approach at least annually or more frequently
if events or circumstances indicate that there may be justification for       
conducting an interim test. The Company performs its annual goodwill          
impairment testing during the third quarter of each year based upon data as of
the close of the second quarter. Goodwill associated with a business          
acquisition is not tested for impairment during the year the business is      
acquired unless there is a significant identified impairment event.           

The impairment test is performed at the reporting unit level, which is the
operating segment or a business one level below the operating segment, if     
discrete financial information is prepared and regularly reviewed by          
management at that level. For purposes of goodwill impairment testing, if the 
carrying value of a reporting unit exceeds its estimated fair value, there may
be an indication of impairment. In such instances, the implied fair value of  
the goodwill is determined in the same manner as the amount of goodwill that  
would be determined in a business combination. The excess of the carrying     
value of goodwill over the implied fair value of goodwill would be recognized 
as an impairment and recorded as a charge against net income.                 

 On an ongoing basis, the Company evaluates potential triggering events that
may affect the estimated fair value of the Company's reporting units to assess
whether any goodwill impairment exists. Deteriorating or adverse market       
conditions for certain reporting units may have a significant impact on the   
estimated fair value of these reporting units and could result in future      
impairments of goodwill.                                                      

Income Tax                                                                    

MetLife Insurance Company USA and its includable subsidiaries join with   
MetLife, Inc. and its includable subsidiaries in filing a consolidated U.S.   
life and non-life federal income tax return in accordance with the provisions 
of the Internal Revenue Code of 1986, as amended. Current taxes (and the      
benefits of tax attributes such as losses) are allocated to MetLife Insurance 
Company USA and its subsidiaries under the consolidated tax return regulations
and a tax sharing agreement. Under the consolidated tax return regulations,   
MetLife, Inc. has elected the "percentage method" (and 100% under such method)
of reimbursing companies for tax attributes e.g. net operating losses. As a   
result, 100% of tax attributes are reimbursed by MetLife, Inc. to the extent  
that consolidated federal income tax of the consolidated federal tax return   
group is reduced in a year by tax attributes. On an annual basis, each of the 
profitable subsidiaries pays to MetLife, Inc. the federal income tax which it 
would have paid based upon that year's taxable income. If MetLife Insurance   
Company USA or its includable subsidiaries has current or prior deductions and
credits (including but not limited to losses) which reduce the consolidated   
tax liability of the consolidated federal tax return group, the deductions and
credits are characterized as realized (or realizable) by MetLife Insurance    
Company USA and its includable subsidiaries when those tax attributes are     
realized (or realizable) by the consolidated federal tax return group, even if

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

MetLife Insurance Company USA or its includable subsidiaries would not have   
realized the attributes on a stand-alone basis under a "wait and see" method. 

The Company's accounting for income taxes represents management's best    
estimate of various events and transactions.                                  

Deferred tax assets and liabilities resulting from temporary differences  
between the financial reporting and tax bases of assets and liabilities are   
measured at the balance sheet date using enacted tax rates expected to apply  
to taxable income in the years the temporary differences are expected to      
reverse.                                                                      

The realization of deferred tax assets depends upon the existence of      
sufficient taxable income within the carryback or carryforward periods under  
the tax law in the applicable tax jurisdiction. Valuation allowances are      
established when management determines, based on available information, that  
it is more likely than not that deferred income tax assets will not be        
realized. Significant judgment is required in determining whether valuation   
allowances should be established, as well as the amount of such allowances.   
When making such determination the Company considers many factors, including: 

 .  the nature, frequency, and amount of cumulative financial reporting income
and losses in recent years;                                           

.  the jurisdiction in which the deferred tax asset was generated;          

 .  the length of time that carryforward can be utilized in the various taxing
jurisdiction;                                                         

.  future taxable income exclusive of reversing temporary differences and   
carryforwards;                                                        

.  future reversals of existing taxable temporary differences;              

.  taxable income in prior carryback years; and                             

.  tax planning strategies.                                                 

The Company may be required to change its provision for income taxes when 
estimates used in determining valuation allowances on deferred tax assets     
significantly change or when receipt of new information indicates the need for
adjustment in valuation allowances. Additionally, the effect of changes in tax
laws, tax regulations, or interpretations of such laws or regulations, is     
recognized in net income tax expense (benefit) in the period of change.       

The Company determines whether it is more likely than not that a tax      
position will be sustained upon examination by the appropriate taxing         
authorities before any part of the benefit can be recorded in the financial   
statements. A tax position is measured at the largest amount of benefit that  
is greater than 50% likely of being realized upon settlement. Unrecognized tax
benefits due to tax uncertainties that do not meet the threshold are included 
within other liabilities and are charged to earnings in the period that such  
determination is made.                                                        

  The Company classifies interest recognized as interest expense and penalties
recognized as a component of income tax expense.                              

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Litigation Contingencies                                                      

The Company is a party to a number of legal actions and is involved in a  
number of regulatory investigations. Given the inherent unpredictability of   
these matters, it is difficult to estimate the impact on the Company's        
financial position. Liabilities are established when it is probable that a    
loss has been incurred and the amount of the loss can be reasonably estimated.
Legal costs are recognized as incurred. On a quarterly and annual basis, the  
Company reviews relevant information with respect to liabilities for          
litigation, regulatory investigations and litigation-related contingencies to 
be reflected on the Company's financial statements.                           

Other Accounting Policies                                                     

Cash and Cash Equivalents                                                   

The Company considers all highly liquid securities and other investments
purchased with an original or remaining maturity of three months or less at 
the date of purchase to be cash equivalents. Cash equivalents are stated at 
amortized cost, which approximates estimated fair value.                    

Property, Equipment, Leasehold Improvements and Computer Software           

   Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization. 
Depreciation is determined using the straight-line method over the estimated
useful lives of the assets, as appropriate. Estimated lives generally range 
from five to 10 years for leasehold improvements, and from three to seven   
years for all other property and equipment. The net book value of the       
property, equipment and leasehold improvements was insignificant at both    
December 31, 2015 and 2014.                                                 

Computer software, which is included in other assets, is stated at cost,
less accumulated amortization. Purchased software costs, as well as certain 
internal and external costs incurred to develop internal-use computer       
software during the application development stage, are capitalized. Such    
 costs are amortized generally over a four-year period using the straight-line
 method. The cost basis of computer software was $254 million and $235 million
at December 31, 2015 and 2014, respectively. Accumulated amortization of    
capitalized software was $107 million at both December 31, 2015 and 2014.   
Related amortization expense was less than $1 million, $2 million and $7    
million for the years ended December 31, 2015, 2014 and 2013, respectively. 

Other Revenues                                                              

  Other revenues primarily include, in addition to items described elsewhere
  herein, fee income on financial reinsurance agreements and broker-dealer fees.

Employee Benefit Plans                                                      

Pension, postretirement and postemployment benefits are provided to     
associates under plans sponsored and administered by Metropolitan Life      
Insurance Company ("MLIC"), an affiliate of the Company. The Company's      
obligation and expense related to these benefits is limited to the amount of
associated expense allocated from MLIC.                                     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Foreign Currency                                                            

 Assets, liabilities and operations of foreign affiliates and subsidiaries
are recorded based on the functional currency of each entity. The           
determination of the functional currency is made based on the appropriate   
economic and management indicators. The local currencies of foreign         
operations are the functional currencies. Assets and liabilities of foreign 
affiliates and subsidiaries are translated from the functional currency to  
U.S. dollars at the exchange rates in effect at each year-end and revenues  
and expenses are translated at the average exchange rates during the year.  
The resulting translation adjustments are charged or credited directly to   
OCI, net of applicable taxes. Gains and losses from foreign currency        
transactions, including the effect of re-measurement of monetary assets and 
liabilities to the appropriate functional currency, are reported as part of 
net investment gains (losses) in the period in which they occur.            

Adoption of New Accounting Pronouncements                                       

Effective November 18, 2014, the Company adopted new guidance on when, if   
ever, the cost of acquiring an entity should be used to establish a new         
accounting basis ("pushdown") in the acquired entity's separate financial       
statements. The guidance provides an acquired entity and its subsidiaries with  
an irrevocable option to apply pushdown accounting in its separate financial    
statements upon occurrence of an event in which an acquirer obtains control of  
the acquired entity. If a reporting entity elects to apply pushdown accounting, 
its stand-alone financial statements would reflect the acquirer's new basis in  
the acquired entity's assets and liabilities. The election to apply pushdown    
accounting should be determined by an acquired entity for each individual       
change-in-control event in which an acquirer obtains control of the acquired    
entity; however, an entity that does not elect to apply pushdown accounting in  
the period of a change-in-control can later elect to retrospectively apply      
pushdown accounting to the most recent change-in-control transaction as a       
change in accounting principle. The new guidance did not have a material impact 
on the consolidated financial statements upon adoption.                         

Effective January 1, 2014, the Company adopted new guidance regarding       
reporting of discontinued operations and disclosures of disposals of components 
of an entity. The guidance increases the threshold for a disposal to qualify as 
a discontinued operation, expands the disclosures for discontinued operations   
and requires new disclosures for certain disposals that do not meet the         
definition of a discontinued operation. Disposals must now represent a          
strategic shift that has or will have a major effect on the entity's operations 
and financial results to qualify as discontinued operations. As discussed in    
Note 4, the Company sold its wholly-owned subsidiary, MetLife Assurance Limited 
("MAL"). As a result of the adoption of this new guidance, the results of       
operations of MAL and the loss on sale have been included in income from        
continuing operations.                                                          

Effective July 17, 2013, the Company adopted guidance regarding derivatives 
that permits the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate)   
to be used as a U.S. benchmark interest rate for hedge accounting purposes, in  
addition to the United States Treasury and London Interbank Offered Rate        
("LIBOR"). Also, this new guidance removes the restriction on using different   
benchmark rates for similar hedges. The new guidance did not have a material    
impact on the consolidated financial statements upon adoption.                  

Effective January 1, 2013, the Company adopted guidance regarding           
comprehensive income that requires an entity to provide information about the   
amounts reclassified out of accumulated OCI ("AOCI") by component. In addition, 
an entity is required to present, either on the face of the statement where net 
income is presented or in the notes, significant amounts reclassified out of    
AOCI by the respective line items of net income but only if the                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

amount reclassified is required under GAAP to be reclassified to net income in  
its entirety in the same reporting period. For other amounts that are not       
required under GAAP to be reclassified in their entirety to net income, an      
entity is required to cross-reference to other disclosures required under GAAP  
that provide additional detail about those amounts. The adoption was            
prospectively applied and resulted in additional disclosures in Note 13.        

Effective January 1, 2013, the Company adopted guidance regarding balance   
sheet offsetting disclosures which requires an entity to disclose information   
about offsetting and related arrangements for derivatives, including bifurcated 
embedded derivatives, repurchase and reverse repurchase agreements, and         
securities borrowing and lending transactions, to enable users of its financial 
statements to understand the effects of those arrangements on its financial     
position. Entities are required to disclose both gross information and net      
information about both instruments and transactions eligible for offset in the  
statement of financial position and instruments and transactions subject to an  
agreement similar to a master netting arrangement. The adoption was             
retrospectively applied and resulted in additional disclosures related to       
derivatives in Note 9.                                                          

Future Adoption of New Accounting Pronouncements                                

 In January 2016, the Financial Accounting Standards Board ("FASB") issued new
guidance (Accounting Standards Update ("ASU") 2016-01, Financial                
Instruments-Overall: Recognition and Measurement of Financial Assets and        
Financial Liabilities) on the recognition and measurement of financial          
instruments. The new guidance is effective for fiscal years beginning after     
December 15, 2017, including interim periods within those fiscal years. Early   
adoption is permitted for the instrument-specific credit risk provision. The    
new guidance changes the current accounting guidance related to (i) the         
classification and measurement of certain equity investments, (ii) the          
presentation of changes in the fair value of financial liabilities measured     
under the FVO that are due to instrument-specific credit risk, and              
(iii) certain disclosures associated with the fair value of financial           
instruments. The Company is currently evaluating the impact of this guidance on 
its consolidated financial statements.                                          

In May 2015, the FASB issued new guidance on fair value measurement Fair    
Value Measurement (Topic 820): Disclosures for Investments in Certain Entities  
That Calculate Net Asset Value per Share (or Its Equivalent)), effective for    
fiscal years beginning after December 15, 2015, and interim periods within      
those fiscal years and which should be applied retrospectively to all periods   
presented. Earlier application is permitted. The amendments in this ASU remove  
the requirement to categorize within the fair value hierarchy all investments   
for which fair value is measured using NAV per share (or its equivalent)        
practical expedient. In addition, the amendments remove the requirement to make 
certain disclosures for all investments that are eligible to be measured at     
fair value using the NAV per share practical expedient. The adoption of this    
new guidance will not have a material impact on the Company's consolidated      
financial statements.                                                           

In April 2015, the FASB issued new guidance on accounting for fees paid in a
cloud computing arrangement (ASU 2015-05, Intangibles -- Goodwill and Other --  
Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in 
a Cloud Computing Arrangement), effective for fiscal years beginning after      
December 15, 2015, and interim periods within those fiscal years. Early         
adoption of the new guidance is permitted and an entity can elect to adopt the  
guidance either: (1) prospectively to all arrangements entered into or          
materially modified after the effective date; or (2) retrospectively. The new   
guidance provides that all software licenses included in cloud computing        
arrangements be accounted for consistent with other licenses of intangible      
assets. However, if a cloud computing arrangement does not include a software   
license, the arrangement should be accounted for as a service contract, the     
accounting for which did not change. The adoption of this new guidance will not 
have a material impact on the Company's consolidated financial statements.      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

In February 2015, the FASB issued certain amendments to the consolidation   
analysis to improve consolidation guidance for legal entities (ASU 2015-02,     
Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective 
for fiscal years beginning after December 15, 2015 and interim periods within   
those years and early adoption is permitted. The new standard is intended to    
improve targeted areas of the consolidation guidance for legal entities such as 
limited partnerships, limited liability corporations, and securitization        
structures. The amendments in this ASU affect the consolidation evaluation for  
reporting organizations. In addition, the amendments in this ASU simplify and   
improve current GAAP by reducing the number of consolidation models. The        
adoption of this new guidance will not have a material impact on the Company's  
consolidated financial statements.                                              

 In May 2014, the FASB issued a comprehensive new revenue recognition standard
Revenue from Contracts with Customers (Topic 606)), effective for fiscal years  
beginning after December 15, 2016 and interim periods within those years and    
should be applied retrospectively. In August 2015, the FASB amended the         
guidance to defer the effective date by one year, effective for the fiscal      
years beginning after December 15, 2017, including interim periods within that  
reporting period. Earlier application is permitted only as of annual reporting  
periods beginning after December 15, 2016, including interim reporting periods  
within that reporting period. The new guidance will supersede nearly all        
existing revenue recognition guidance under GAAP; however, it will not impact   
the accounting for insurance contracts, leases, financial instruments and       
guarantees. For those contracts that are impacted by the new guidance, the      
guidance will require an entity to recognize revenue upon the transfer of       
promised goods or services to customers in an amount that reflects the          
consideration to which the entity expects to be entitled, in exchange for those 
goods or services. The Company is currently evaluating the impact of this       
guidance on its consolidated financial statements.                              

2. Segment Information                                                          

The Company is organized into two segments: Retail and Corporate Benefit    
Funding. In addition, the Company reports certain of its results of operations  
in Corporate & Other.                                                           

On January 12, 2016, MetLife, Inc. announced its plan to pursue the         
separation of a substantial portion of its Retail segment, which is organized   
into two U.S. businesses, Life & Other and Annuities, as well as certain        
portions of its Corporate Benefit Funding segment and Corporate & Other (the    
"Separation"). See Note 18.                                                     

In the first quarter of 2015, the Company implemented certain segment       
reporting changes related to the measurement of segment operating earnings,     
which included revising the Company's capital allocation methodology. These     
changes were applied retrospectively and did not have an impact on total        
consolidated operating earnings or net income.                                  

Retail                                                                          

The Retail segment offers a broad range of protection products and a variety
of annuities primarily to individuals, and is organized into two U.S.           
businesses: Annuities and Life & Other. Annuities includes a variety of         
variable, fixed and equity index-linked annuities which provide for both asset  
accumulation and asset distribution needs. Life & Other insurance products and  
services include variable life, universal life, term life and whole life        
products, as well as individual disability income products. Additionally,       
through broker-dealer affiliates, the Company offers a full range of mutual     
funds and other securities products.                                            

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

2. Segment Information (continued)                                              

Corporate Benefit Funding                                                       

The Corporate Benefit Funding segment offers a broad range of annuity and   
investment products, including guaranteed interest contracts and other stable   
value products, income annuities and separate account contracts for the         
investment management of defined benefit and defined contribution plan assets.  
This segment also includes structured settlements and certain products to fund  
company-, bank- or trust-owned life insurance used to finance nonqualified      
benefit programs for executives.                                                

Corporate & Other                                                               

Corporate & Other contains the excess capital not allocated to the segments,
run-off businesses, the Company's ancillary international operations, ancillary 
U.S. direct business sold direct to consumer, and interest expense related to   
the majority of the Company's outstanding debt, as well as expenses associated  
with certain legal proceedings and income tax audit issues. Corporate & Other   
also includes assumed reinsurance of certain variable annuity products from a   
former affiliated operating joint venture in Japan. Under this in-force         
reinsurance agreement, the Company reinsures living and death benefit           
guarantees issued in connection with variable annuity products. Additionally,   
Corporate & Other includes a reinsurance agreement to assume certain blocks of  
indemnity reinsurance from an affiliate. These reinsurance agreements were      
recaptured effective November 1, 2014. Corporate & Other also includes the      
elimination of intersegment amounts.                                            

Financial Measures and Segment Accounting Policies                              

Operating earnings is the measure of segment profit or loss the Company uses
to evaluate segment performance and allocate resources. Consistent with GAAP    
accounting guidance for segment reporting, operating earnings is the Company's  
measure of segment performance and is reported below. Operating earnings should 
not be viewed as a substitute for net income (loss). The Company believes the   
presentation of operating earnings as the Company measures it for management    
purposes enhances the understanding of its performance by highlighting the      
results of operations and the underlying profitability drivers of the business. 

Operating earnings is defined as operating revenues less operating expenses,
both net of income tax.                                                         

Operating revenues and operating expenses exclude results of discontinued   
operations and other businesses that have been or will be sold or exited by the 
Company and are referred to as divested businesses. Operating revenues also     
excludes net investment gains (losses) and net derivative gains (losses).       
Operating expenses also excludes goodwill impairments.                          

The following additional adjustments are made to GAAP revenues, in the line 
items indicated, in calculating operating revenues:                             

.  Universal life and investment-type product policy fees excludes the        
 amortization of unearned revenue related to net investment gains (losses)
and net derivative gains (losses) and certain variable annuity GMIB fees
("GMIB Fees"); and                                                      

.  Net investment income: (i) includes investment hedge adjustments which     
represent earned income on derivatives and amortization of premium on   
derivatives that are hedges of investments or that are used to          

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

2. Segment Information (continued)                                              

replicate certain investments, but do not qualify for hedge accounting  
 treatment, (ii) includes income from discontinued real estate operations,
(iii) excludes post-tax operating earnings adjustments relating to      
insurance joint ventures accounted for under the equity method and      
 (iv) excludes certain amounts related to securitization entities that are
VIEs consolidated under GAAP.                                           

The following additional adjustments are made to GAAP expenses, in the line 
items indicated, in calculating operating expenses:                             

.  Policyholder benefits and claims excludes: (i) amounts associated with     
periodic crediting rate adjustments based on the total return of a      
contractually referenced pool of assets, (ii) benefits and hedging costs
related to GMIBs ("GMIB Costs") and (iii) market value adjustments      
associated with surrenders or terminations of contracts ("Market Value  
Adjustments");                                                          

.  Interest credited to policyholder account balances includes adjustments for
earned income on derivatives and amortization of premium on derivatives 
that are hedges of policyholder account balances but do not qualify for 
hedge accounting treatment;                                             

.  Amortization of DAC and VOBA excludes amounts related to: (i) net          
   investment gains (losses) and net derivative gains (losses), (ii) GMIB Fees
and GMIB Costs and (iii) Market Value Adjustments;                      

.  Interest expense on debt excludes certain amounts related to securitization
entities that are VIEs consolidated under GAAP; and                     

.  Other expenses excludes costs related to: (i) implementation of new        
insurance regulatory requirements and (ii) acquisition and integration  
costs.                                                                  

In the first quarter of 2015, the Company implemented certain segment       
reporting changes related to the measurement of segment operating earnings,     
which included revising the Company's capital allocation methodology.           
Consequently, prior period results for the years ended December 31, 2014 and    
2013 were impacted as follows:                                                  

.  Retail's operating earnings increased (decreased) by $61 million and $25   
million, net of ($177) million and ($144) million of income tax expense 
(benefit), respectively;                                                

.  Corporate Benefit Funding's operating earnings increased (decreased) by $1 
 million and ($15) million, net of ($4) million and ($9) million of income
tax expense (benefit), respectively; and                                

.  Corporate & Other's operating earnings increased (decreased) by ($62)      
 million and ($10) million, net of $181 million and $153 million of income
tax expense (benefit), respectively.                                    

Set forth in the tables below is certain financial information with respect 
to the Company's segments, as well as Corporate & Other, for the years ended    
December 31, 2015, 2014 and 2013 and at December 31, 2015 and 2014. The segment 
accounting policies are the same as those used to prepare the Company's         
consolidated financial statements, except for operating earnings adjustments as 
defined above. In addition, segment accounting policies include the method of   
capital allocation described below.                                             

Economic capital is an internally developed risk capital model, the purpose 
of which is to measure the risk in the business and to provide a basis upon     
which capital is deployed. The economic capital model accounts for the unique   
and specific nature of the risks inherent in MetLife's and the Company's        
business.                                                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

2. Segment Information (continued)                                              

MetLife's economic capital model, coupled with considerations of local      
capital requirements, aligns segment allocated equity with emerging standards   
and consistent risk principles. The model applies statistics-based risk         
evaluation principles to the material risks to which the Company is exposed.    
These consistent risk principles include calibrating required economic capital  
shock factors to a specific confidence level and time horizon while applying an 
industry standard method for the inclusion of diversification benefits among    
risk types. MetLife's management is responsible for the ongoing production and  
enhancement of the economic capital model and reviews its approach periodically 
to ensure that it remains consistent with emerging industry practice standards. 

Segment net investment income is credited or charged based on the level of  
allocated equity; however, changes in allocated equity do not impact the        
Company's consolidated net investment income, operating earnings or net income  
(loss).                                                                         

Net investment income is based upon the actual results of each segment's    
specifically identifiable investment portfolios adjusted for allocated equity.  
Other costs are allocated to each of the segments based upon: (i) a review of   
the nature of such costs; (ii) time studies analyzing the amount of employee    
compensation costs incurred by each segment; and (iii) cost estimates included  
in the Company's product pricing.                                               

                                                        [Enlarge/Download Table]

                                                                  Operating Results                                   
                                                        -------------------------------------                         
                                                                 Corporate                                            
                                                                  Benefit  Corporate                         Total    
Year Ended December 31, 2015                             Retail   Funding   & Other   Total   Adjustments Consolidated
------------------------------------------------------- -------- --------- --------- -------- ----------- ------------
                                                                                (In millions)                         
                                                                                                                      
Revenues                                                                                                              
Premiums............................................... $  1,170  $    15   $   248  $  1,433 $       --   $    1,433 
Universal life and investment-type product policy fees.    2,619       55        --     2,674        266        2,940 
Net investment income..................................    2,043      858      (60)     2,841      (226)        2,615 
Other revenues.........................................      499        5        --       504         --          504 
Net investment gains (losses)..........................       --       --        --        --         36           36 
Net derivative gains (losses)..........................       --       --        --        --      (424)        (424) 
                                                        -------- --------- --------- -------- ----------- ------------
  Total revenues.......................................    6,331      933       188     7,452      (348)        7,104 
                                                        -------- --------- --------- -------- ----------- ------------
Expenses                                                                                                              
Policyholder benefits and claims.......................    1,770      414       206     2,390        306        2,696 
Interest credited to policyholder account balances.....      927      107        --     1,034          3        1,037 
Goodwill impairment....................................       --       --        --        --         --           -- 
Capitalization of DAC..................................    (252)      (1)      (72)     (325)         --        (325) 
Amortization of DAC and VOBA...........................      643        1        23       667       (72)          595 
Interest expense on debt...............................       --       --        68        68          8           76 
Other expenses.........................................    1,755       46       170     1,971         --        1,971 
                                                        -------- --------- --------- -------- ----------- ------------
  Total expenses.......................................    4,843      567       395     5,805        245        6,050 
                                                        -------- --------- --------- -------- ----------- ------------
Provision for income tax expense (benefit).............      386      126      (89)       423      (208)          215 
                                                        --------  -------   -------  --------              ---------- 
Operating earnings..................................... $  1,102  $   240   $ (118)     1,224                         
                                                        ========  =======   =======                                   
Adjustments to:                                                                                                       
  Total revenues.......................................                                 (348)                         
  Total expenses.......................................                                 (245)                         
  Provision for income tax (expense) benefit...........                                   208                         
                                                                                     --------                         
Net income (loss)......................................                              $    839              $      839 
                                                                                     ========              ========== 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

2. Segment Information (continued)                                              

                                                                [Download Table]

                                         Corporate                     
                                          Benefit  Corporate           
At December 31, 2015            Retail    Funding   & Other    Total   
----------------------------- ---------- --------- --------- ----------
                                            (In millions)              
                                                                       
Total assets................. $  167,142 $  25,043 $  10,177 $  202,362
Separate account assets...... $   98,502 $   3,233 $      -- $  101,735
Separate account liabilities. $   98,502 $   3,233 $      -- $  101,735

                                                        [Enlarge/Download Table]

                                                                   Operating Results                                    
                                                        ---------------------------------------                         
                                                                  Corporate                                             
                                                                   Benefit   Corporate                         Total    
Year Ended December 31, 2014                             Retail  Funding (1)  & Other   Total   Adjustments Consolidated
------------------------------------------------------- -------- ----------- --------- -------- ----------- ------------
                                                                                 (In millions)                          
                                                                                                                        
Revenues                                                                                                                
Premiums............................................... $  1,080  $   (26)   $     96  $  1,150 $        2  $     1,152 
Universal life and investment-type product policy fees.    2,700        33        146     2,879        314        3,193 
Net investment income..................................    1,960       896      (109)     2,747       (78)        2,669 
Other revenues.........................................      532         5          1       538          1          539 
Net investment gains (losses)..........................       --        --         --        --      (469)        (469) 
Net derivative gains (losses)..........................       --        --         --        --      (181)        (181) 
                                                        --------  --------   --------  -------- ----------  ----------- 
  Total revenues.......................................    6,272       908        134     7,314      (411)        6,903 
                                                        --------  --------   --------  -------- ----------  ----------- 
Expenses                                                                                                                
Policyholder benefits and claims.......................    1,768       390         55     2,213        551        2,764 
Interest credited to policyholder account balances.....      943       116         --     1,059          3        1,062 
Goodwill impairment....................................       --        --         --        --         33           33 
Capitalization of DAC..................................    (221)       (1)       (57)     (279)         --        (279) 
Amortization of DAC and VOBA...........................      678         2         22       702        288          990 
Interest expense on debt...............................        5        --         68        73         36          109 
Other expenses.........................................    1,736        31        155     1,922         12        1,934 
                                                        --------  --------   --------  -------- ----------  ----------- 
  Total expenses.......................................    4,909       538        243     5,690        923        6,613 
                                                        --------  --------   --------  -------- ----------  ----------- 
Provision for income tax expense (benefit).............      341       125       (46)       420      (425)          (5) 
                                                        --------  --------   --------  --------             ----------- 
Operating earnings..................................... $  1,022  $    245   $   (63)     1,204                         
                                                        ========  ========   ========                                   
Adjustments to:                                                                                                         
  Total revenues.......................................                                   (411)                         
  Total expenses.......................................                                   (923)                         
  Provision for income tax (expense) benefit...........                                     425                         
                                                                                       --------                         
Net income (loss)......................................                                $    295             $       295 
                                                                                       ========             =========== 

--------                                                                        

(1)Premiums and policyholder benefits and claims both include ($87) million of  
 ceded reinsurance with MLIC related to merger transactions. See Notes 3 and
7.                                                                        

                                                                [Download Table]

                                         Corporate                     
                                          Benefit  Corporate           
At December 31, 2014            Retail    Funding   & Other    Total   
----------------------------- ---------- --------- --------- ----------
                                            (In millions)              
                                                                       
Total assets................. $  173,657 $  25,312 $  6,894  $  205,863
Separate account assets...... $  106,667 $   2,194 $     --  $  108,861
Separate account liabilities. $  106,667 $   2,194 $     --  $  108,861

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

2. Segment Information (continued)                                              

                                                        [Enlarge/Download Table]

                                                                    Operating Results                                     
                                                        -----------------------------------------                         
                                                                   Corporate                                              
                                                                    Benefit  Corporate                           Total    
Year Ended December 31, 2013                              Retail    Funding   & Other    Total    Adjustments Consolidated
------------------------------------------------------- ---------- --------- --------- ---------- ----------- ------------
                                                                                  (In millions)                           
                                                                                                                          
Revenues                                                                                                                  
Premiums............................................... $      469  $     92  $     36 $      597 $        92  $       689
Universal life and investment-type product policy fees.      2,648        35       179      2,862         268        3,130
Net investment income..................................      1,897       982       (9)      2,870         129        2,999
Other revenues.........................................        605         5        --        610          --          610
Net investment gains (losses)..........................         --        --        --         --          27           27
Net derivative gains (losses)..........................         --        --        --         --         441          441
                                                        ----------  --------  -------- ---------- -----------  -----------
  Total revenues.......................................      5,619     1,114       206      6,939         957        7,896
                                                        ----------  --------  -------- ---------- -----------  -----------
Expenses                                                                                                                  
Policyholder benefits and claims.......................      1,087       527        13      1,627       1,520        3,147
Interest credited to policyholder account balances.....      1,034       139        --      1,173         (5)        1,168
Goodwill impairment....................................         --        --        --         --          66           66
Capitalization of DAC..................................      (483)       (2)      (27)      (512)          --        (512)
Amortization of DAC and VOBA...........................        586         5         1        592       (387)          205
Interest expense on debt...............................          5        --        68         73         122          195
Other expenses.........................................      1,932        21        77      2,030          19        2,049
                                                        ----------  --------  -------- ---------- -----------  -----------
  Total expenses.......................................      4,161       690       132      4,983       1,335        6,318
                                                        ----------  --------  -------- ---------- -----------  -----------
Provision for income tax expense (benefit).............        441       147        24        612       (175)          437
                                                        ----------  --------  -------- ----------              -----------
Operating earnings..................................... $    1,017  $    277  $     50      1,344                         
                                                        ==========  ========  ========                                    
Adjustments to:                                                                                                           
  Total revenues.......................................                                       957                         
  Total expenses.......................................                                   (1,335)                         
  Provision for income tax (expense) benefit...........                                       175                         
                                                                                       ----------                         
Net income (loss)......................................                                $    1,141              $     1,141
                                                                                       ==========              ===========

The following table presents total premiums, universal life and             
investment-type product policy fees and other revenues by major product groups  
of the Company's segments, as well as Corporate & Other:                        

                                                                [Download Table]

                              Years Ended December 31, 
                             --------------------------
                               2015     2014     2013  
                             -------- -------- --------
                                   (In millions)       
                                                       
Annuities................... $  3,568 $  3,926 $  3,486
Life insurance..............    1,176      953      937
Accident & health insurance.      133        5        6
                             -------- -------- --------
 Total...................... $  4,877 $  4,884 $  4,429
                             ======== ======== ========

Substantially all of the Company's consolidated premiums, universal life and
investment-type product policy fees and other revenues originated in the U.S.   

Revenues derived from any customer did not exceed 10% of consolidated       
premiums, universal life and investment-type product policy fees and other      
revenues for the years ended December 31, 2015, 2014 and 2013.                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

3. Mergers                                                                      

In November 2014, MetLife Insurance Company of Connecticut, a wholly-owned  
subsidiary of MetLife, Inc., re-domesticated from Connecticut to Delaware,      
changed its name to MetLife Insurance Company USA and merged with its           
subsidiary, MLI-USA, and its affiliate, MLIIC, each a U.S. insurance company    
that issued variable annuity products in addition to other products, and        
Exeter, a former offshore, captive reinsurance subsidiary of MetLife, Inc. and  
affiliate of MICC that mainly reinsured guarantees associated with variable     
annuity products (the "Mergers"). The surviving entity of the Mergers was       
MetLife USA. Exeter, formerly a Cayman Islands company, was re-domesticated to  
Delaware in October 2013. Prior to the Mergers, 40,000,000 authorized shares of 
common stock, of which 30,000,000 shares were issued and outstanding, were      
converted to 4,000 authorized shares of common stock, of which 3,000 shares     
were issued and outstanding.                                                    

Prior to the Mergers, effective January 1, 2014, following receipt of New   
York State Department of Financial Services approval, MetLife Insurance Company 
of Connecticut withdrew its license to issue insurance policies and annuity     
contracts in New York. Also effective January 1, 2014, MetLife Insurance        
Company of Connecticut reinsured with MLIC, an affiliate, all existing New York 
insurance policies and annuity contracts that include a separate account        
feature and deposited investments with an estimated fair market value of $6.3   
billion into a custodial account to secure MetLife Insurance Company of         
Connecticut's remaining New York policyholder liabilities not covered by such   
reinsurance. Also prior to the Mergers, certain risks ceded to Exeter were      
recaptured. See Note 7 for information regarding additional reinsurance         
transactions. See Notes 8, 9 and 13 for information regarding additional        
transactions in connection with the Mergers.                                    

The Mergers represent a transaction among entities under common control and 
have been accounted for in a manner similar to the pooling-of-interests method, 
which requires that the merged entities be combined at their historical cost.   
The Company's consolidated financial statements and related footnotes are       
presented as if the transaction occurred at the beginning of the earliest date  
presented and the prior periods have been retrospectively adjusted.             

4. Disposition                                                                  

In May 2014, the Company completed the sale of its wholly-owned subsidiary, 
MAL, for $702 million ((Pounds)418 million) in net cash consideration. As a     
result of the sale, a loss of $608 million ($436 million, net of income tax),   
was recorded for the year ended December 31, 2014, which includes a reduction   
to goodwill of $112 million ($94 million, net of income tax). The loss is       
reflected within net investment gains (losses) on the consolidated statements   
of operations and comprehensive income (loss). Compared to the expected loss at 
the time of the sales agreement, the actual loss on the sale was increased by   
net income from MAL of $77 million for the year ended December 31, 2014. MAL's  
results of operations are included in continuing operations. They were          
historically included in the Corporate Benefit Funding segment.                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance                                                                    

Insurance Liabilities                                                           

Insurance liabilities, including affiliated insurance liabilities on        
reinsurance assumed and ceded, are comprised of future policy benefits,         
policyholder account balances and other policy-related balances. Information    
regarding insurance liabilities by segment, as well as Corporate & Other, was   
as follows at:                                                                  

                                                                [Download Table]

                              December 31,    
                           -------------------
                             2015      2014   
                           --------- ---------
                              (In millions)   
                                              
Retail.................... $  45,953 $  42,974
Corporate Benefit Funding.    15,985    17,544
Corporate & Other.........     7,166     6,767
                           --------- ---------
 Total.................... $  69,104 $  67,285
                           ========= =========

See Note 7 for discussion of affiliated reinsurance liabilities included in 
the table above.                                                                

Future policy benefits are measured as follows:                             

Product Type:                        Measurement Assumptions:               
--------------------------------------------------------------------------- 
Participating life                   Aggregate of (i) net level premium     
                              reserves for death and endowment
                               policy benefits (calculated based
                                   upon the non-forfeiture interest rate
                                   of 4%, and mortality rates guaranteed
                               in calculating the cash surrender
                                  values described in such contracts);
                                 and (ii) the liability for terminal
        dividends.
--------------------------------------------------------------------------- 
Nonparticipating life                Aggregate of the present value of      
                                  expected future benefit payments and
                               related expenses less the present
                          value of expected future net
                                   premiums. Assumptions as to mortality
                                and persistency are based upon the
                                 Company's experience when the basis
                              of the liability is established.
                               Interest rate assumptions for the
                             aggregate future policy benefit
                              liabilities range from 3% to 8%.
--------------------------------------------------------------------------- 
Individual and group traditional     Present value of expected future       
fixed annuities after annuitization  payments. Interest rate assumptions    
                                   used in establishing such liabilities
                  range from 3% to 8%.
--------------------------------------------------------------------------- 
Non-medical health insurance         The net level premium method and       
                                 assumptions as to future morbidity,
                             withdrawals and interest, which
                          provide a margin for adverse
                                  deviation. Interest rate assumptions
                                   used in establishing such liabilities
                  range from 4% to 7%.
--------------------------------------------------------------------------- 
Disabled lives                       Present value of benefits method and   
                                experience assumptions as to claim
                                  terminations, expenses and interest.
                               Interest rate assumptions used in
                                 establishing such liabilities range
            from 3% to 6%.
--------------------------------------------------------------------------- 

Participating business represented 3% and 6% of the Company's life insurance
in-force at December 31, 2015 and 2014, respectively. Participating policies    
represented 43%, 39% and 36% of gross traditional life insurance premiums for   
the years ended December 31, 2015, 2014 and 2013, respectively.                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

Policyholder account balances are equal to: (i) policy account values, which
consist of an accumulation of gross premium payments; (ii) credited interest,   
ranging from less than 1% to 8%, less expenses, mortality charges and           
withdrawals; and (iii) fair value adjustments relating to business combinations.

Guarantees                                                                      

The Company issues variable annuity products with guaranteed minimum        
benefits. GMABs, the non-life-contingent portion of GMWBs and the portion of    
certain GMIBs that does not require annuitization are accounted for as embedded 
derivatives in policyholder account balances and are further discussed in Note  
9. Guarantees accounted for as insurance liabilities include:                   

                                                        [Enlarge/Download Table]
                                                                                                 
Guarantee:                                    Measurement Assumptions:                           
-------------------------------------------------------------------------------------------------
GMDBs  .  A return of purchase payment upon   Present value of expected death benefits in        
          death even if the account value is    excess of the projected account balance          
          reduced to zero.                      recognizing the excess ratably over the          
                                                accumulation period based on the present         
                                                value of total expected assessments.             

       .  An enhanced death benefit may be    Assumptions are consistent with those used         
          available for an additional fee.      for amortizing DAC, and are thus subject to      
                                                the same variability and risk.                   

                                              Investment performance and volatility              
                                                assumptions are consistent with the historical   
                                                experience of the appropriate underlying         
                                                equity index, such as the S&P 500 Index.         

                                              Benefit assumptions are based on the average       
                                                benefits payable over a range of scenarios.      
-------------------------------------------------------------------------------------------------
GMIBs  .  After a specified period of time    Present value of expected income benefits in       
          determined at the time of issuance    excess of the projected account balance at       
          of the variable annuity contract,     any future date of annuitization and             
          a minimum accumulation of purchase    recognizing the excess ratably over the          
          payments, even if the account         accumulation period based on present value       
          value is reduced to zero, that can    of total expected assessments.                   
          be annuitized to receive a monthly                                                     
          income stream that is not less                                                         
          than a specified amount.                                                               

       .  Certain contracts also provide for  Assumptions are consistent with those used         
          a guaranteed lump sum return of       for estimating GMDB liabilities.                 
          purchase premium in lieu of the                                                        
          annuitization benefit.                                                                 

                                              Calculation incorporates an assumption for         
                                                the percentage of the potential annuitizations   
                                                that may be elected by the contractholder.       
-------------------------------------------------------------------------------------------------
GMWBs. .  A return of purchase payment via    Expected value of the life contingent              
          partial withdrawals, even if the      payments and expected assessments using          
          account value is reduced to zero,     assumptions consistent with those used for       
          provided that cumulative              estimating the GMDB liabilities.                 
          withdrawals in a contract year do                                                      
          not exceed a certain limit.                                                            

       .  Certain contracts include                                                              
          guaranteed withdrawals that are                                                        
          life contingent.                                                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

Information regarding the liabilities for guarantees (excluding base policy 
liabilities and embedded derivatives) relating to annuity and universal and     
variable life contracts was as follows:                                         

                                                        [Enlarge/Download Table]

                                                    Universal and Variable Life          
                                  Annuity Contracts          Contracts                   
                                  ----------------- ---------------------------          
                                   GMDBs    GMIBs      Secondary Guarantees       Total  
                                  ------- --------- --------------------------- ---------
                                                       (In millions)                     
                                                                                         
Direct                                                                                   
Balance at January 1, 2013....... $   260 $   1,027         $             1,368 $   2,655
Incurred guaranteed benefits.....     166       128                         416       710
Paid guaranteed benefits.........    (22)        --                          --      (22)
                                  ------- --------- --------------------------- ---------
Balance at December 31, 2013.....     404     1,155                       1,784     3,343
Incurred guaranteed benefits (1).     231       285                         590     1,106
Paid guaranteed benefits.........    (24)        --                          --      (24)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2014.....     611     1,440                       2,374     4,425
Incurred guaranteed benefits.....     248       317                         413       978
Paid guaranteed benefits.........    (36)        --                          --      (36)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2015..... $   823 $   1,757         $             2,787 $   5,367
                                  ======= =========         =================== =========
Net Ceded/(Assumed)                                                                      
Balance at January 1, 2013....... $ (218) $   (134)         $               985 $     633
Incurred guaranteed benefits.....    (26)      (21)                         327       280
Paid guaranteed benefits.........      39        --                          --        39
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2013.....   (205)     (155)                       1,312       952
Incurred guaranteed benefits (1).     175        98                         477       750
Paid guaranteed benefits.........       1        --                          --         1
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2014.....    (29)      (57)                       1,789     1,703
Incurred guaranteed benefits.....      19       (9)                         362       372
Paid guaranteed benefits.........    (33)        --                          --      (33)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2015..... $  (43) $    (66)         $             2,151 $   2,042
                                  ======= =========         =================== =========
Net                                                                                      
Balance at January 1, 2013....... $   478 $   1,161         $               383 $   2,022
Incurred guaranteed benefits.....     192       149                          89       430
Paid guaranteed benefits.........    (61)        --                          --      (61)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2013.....     609     1,310                         472     2,391
Incurred guaranteed benefits (1).      56       187                         113       356
Paid guaranteed benefits.........    (25)        --                          --      (25)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2014.....     640     1,497                         585     2,722
Incurred guaranteed benefits.....     229       326                          51       606
Paid guaranteed benefits.........     (3)        --                          --       (3)
                                  ------- ---------         ------------------- ---------
Balance at December 31, 2015..... $   866 $   1,823         $               636 $   3,325
                                  ======= =========         =================== =========

--------                                                                        
(1)See Note 7.                                                                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

Information regarding the Company's guarantee exposure was as follows at:   

                                                        [Enlarge/Download Table]

                                                               December 31,                       
                                         ---------------------------------------------------------
                                                     2015                         2014            
                                         ---------------------------- ----------------------------
                                             In the          At           In the          At      
                                         Event of Death Annuitization Event of Death Annuitization
                                         -------------- ------------- -------------- -------------
                                                               (In millions)                      
                                                                                                  
Annuity Contracts (1), (2)                                                                        
Variable Annuity Guarantees                                                                       
Total account value (3).................  $   103,830    $    58,615   $   112,298    $    64,550 
Separate account value..................  $    98,897    $    57,284   $   107,261    $    63,206 
Net amount at risk......................  $ 8,168 (4)    $ 2,088 (5)   $ 3,151 (4)    $ 1,297 (5) 
Average attained age of contractholders.     66 years       66 years      65 years       65 years 

                                                                [Download Table]

                                                December 31,      
                                           -----------------------
                                              2015        2014    
                                           ----------- -----------
                                            Secondary Guarantees  
                                           -----------------------
                                                (In millions)     
                                                                  
Universal and Variable Life Contracts (1)                         
Total account value (3)................... $     6,919 $     6,702
Net amount at risk (6).................... $    90,940 $    91,204
Average attained age of policyholders.....    59 years    59 years

--------                                                                        

(1)The Company's annuity and life contracts with guarantees may offer more than 
 one type of guarantee in each contract. Therefore, the amounts listed above
may not be mutually exclusive.                                            

(2)Includes direct business, but excludes offsets from hedging or reinsurance,  
if any. See Note 7 for a discussion of certain living and death benefit   
 guarantees which have been reinsured. Therefore, the NARs presented reflect
the economic exposures of living and death benefit guarantees associated  
with variable annuities, but not necessarily their impact on the Company. 

(3)Includes the contractholder's investments in the general account and         
separate account, if applicable.                                          

(4)Defined as the death benefit less the total account value, as of the balance 
sheet date. It represents the amount of the claim that the Company would  
 incur if death claims were filed on all contracts on the balance sheet date
and includes any additional contractual claims associated with riders     
purchased to assist with covering income taxes payable upon death.        

(5)Defined as the amount (if any) that would be required to be added to the     
total account value to purchase a lifetime income stream, based on current
annuity rates, equal to the minimum amount provided under the guaranteed  
  benefit. This amount represents the Company's potential economic exposure to
such guarantees in the event all contractholders were to annuitize on the 
balance sheet date, even though the contracts contain terms that allow    
annuitization of the guaranteed amount only after the 10th anniversary of 
the contract, which not all contractholders have achieved.                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

(6)Defined as the guarantee amount less the account value, as of the balance    
sheet date. It represents the amount of the claim that the Company would  
  incur if death claims were filed on all contracts on the balance sheet date.

Account balances of contracts with guarantees were invested in separate     
account asset classes as follows at:                                            

                                                                [Download Table]

                     December 31,    
                 --------------------
                   2015       2014   
                 --------- ----------
                    (In millions)    
                                     
Fund Groupings:                      
Balanced........ $  49,870 $   55,287
Equity..........    41,269     43,430
Bond............     4,802      5,226
Money Market....       768        801
                 --------- ----------
 Total.......... $  96,709 $  104,744
                 ========= ==========

Obligations Under Funding Agreements                                            

The Company issues fixed and floating rate funding agreements, which are    
denominated in either U.S. dollars or foreign currencies, to certain special    
purpose entities ("SPEs") that have issued either debt securities or commercial 
paper for which payment of interest and principal is secured by such funding    
agreements. During the years ended December 31, 2015, 2014 and 2013, the        
Company issued $13.0 billion, $12.2 billion and $10.9 billion, respectively,    
and repaid $14.4 billion, $13.9 billion and $11.7 billion, respectively, of     
such funding agreements. At December 31, 2015 and 2014, liabilities for funding 
agreements outstanding, which are included in policyholder account balances,    
were $2.2 billion and $3.5 billion, respectively.                               

MetLife Insurance Company USA, is a member of regional banks in the Federal 
Home Loan Bank ("FHLB") system ("FHLBanks"). Holdings of common stock of        
FHLBanks, included in equity securities, were as follows at:                    

                                                                [Download Table]

                        December 31,     
                    ---------------------
                       2015       2014   
                    ---------- ----------
                        (In millions)    
                                         
FHLB of Pittsburgh. $       85 $       24
FHLB of Boston..... $       36 $       55
FHLB of Des Moines. $        4 $       16

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

The Company has also entered into funding agreements with FHLBanks and the  
Federal Agricultural Mortgage Corporation, a federally chartered                
instrumentality of the U.S. ("Farmer Mac"). The liability for such funding      
agreements is included in policyholder account balances. Information related to 
such funding agreements was as follows at:                                      

                                                                [Download Table]

                         Liability       Collateral      
                        ----------- ---------------------
                                  December 31,           
                        ---------------------------------
                         2015  2014    2015       2014   
                        ------ ---- ---------- ----------
                                  (In millions)          
                                                         
FHLB of Pittsburgh (1). $1,570 $185 $1,789 (2) $1,154 (2)
FHLB of Boston (1)..... $  250 $575 $  311 (2) $  666 (2)
FHLB of Des Moines (1). $   95 $405 $  147 (2) $  546 (2)
Farmer Mac (3)......... $   -- $200 $       -- $      231

--------                                                                        

(1)Represents funding agreements issued to the applicable FHLBank in exchange   
for cash and for which such FHLBank has been granted a lien on certain    
assets, some of which are in the custody of such FHLBank, including       
residential mortgage-backed securities ("RMBS"), to collateralize         
obligations under advances evidenced by funding agreements. The Company is
permitted to withdraw any portion of the collateral in the custody of such
 FHLBank as long as there is no event of default and the remaining qualified
collateral is sufficient to satisfy the collateral maintenance level. Upon
any event of default by the Company, such FHLBank's recovery on the       
collateral is limited to the amount of the Company's liability to such    
FHLBank.                                                                  

(2)Advances are collateralized by mortgage-backed securities. The amount of     
collateral presented is at estimated fair value.                          

(3)Represents funding agreements issued to certain SPEs that have issued debt   
securities for which payment of interest and principal is secured by such 
funding agreements, and such debt securities are also guaranteed as to    
  payment of interest and principal by Farmer Mac. The obligations under these
 funding agreements are secured by a pledge of certain eligible agricultural
 real estate mortgage loans and may, under certain circumstances, be secured
by other qualified collateral. The amount of collateral presented is at   
carrying value.                                                           

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

5. Insurance (continued)                                                        

Liabilities for Unpaid Claims and Claim Expenses                                

Information regarding the liabilities for unpaid claims and claim expenses  
relating to group accident and non-medical health policies and contracts, which 
are reported in future policy benefits and other policy-related balances, was   
as follows:                                                                     

                                                                [Download Table]

                                   Years Ended December 31,   
                                 ---------------------------- 
                                   2015      2014      2013   
                                 --------  --------  -------- 
                                         (In millions)        
                                                              
Balance at January 1,........... $  1,483  $  1,325  $  1,216 
 Less: Reinsurance recoverables.    1,400     1,235     1,124 
                                 --------  --------  -------- 
Net balance at January 1,.......       83        90        92 
                                 --------  --------  -------- 
Incurred related to:                                          
 Current year...................      105         3         5 
 Prior years....................       --         2         4 
                                 --------  --------  -------- 
   Total incurred...............      105         5         9 
                                 --------  --------  -------- 
Paid related to:                                              
 Current year...................      (30)       --        -- 
 Prior years....................      (10)      (12)      (11)
                                 --------  --------  -------- 
   Total paid...................      (40)      (12)      (11)
                                 --------  --------  -------- 
Net balance at December 31,.....      148        83        90 
 Add: Reinsurance recoverables..    1,545     1,400     1,235 
                                 --------  --------  -------- 
Balance at December 31,......... $  1,693  $  1,483  $  1,325 
                                 ========  ========  ======== 

Separate Accounts                                                               

Separate account assets and liabilities include two categories of account   
types: pass-through separate accounts totaling $101.5 billion and $108.7        
billion at December 31, 2015 and 2014, respectively, for which the policyholder 
assumes all investment risk, and separate accounts for which the Company        
contractually guarantees either a minimum return or account value to the        
policyholder which totaled $189 million and $187 million at December 31, 2015   
and 2014, respectively. The latter category consisted of bank owned life        
insurance contracts. The average interest rate credited on these contracts was  
2.56% and 2.52% at December 31, 2015 and 2014, respectively.                    

For the years ended December 31, 2015, 2014 and 2013, there were no         
investment gains (losses) on transfers of assets from the general account to    
the separate accounts.                                                          

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

6. Deferred Policy Acquisition Costs, Value of Business Acquired and Other      
Intangibles                                                                     

See Note 1 for a description of capitalized acquisition costs.              

Nonparticipating and Non-Dividend-Paying Traditional Contracts                  

 The Company amortizes DAC and VOBA related to these contracts (primarily term
insurance) over the appropriate premium paying period in proportion to the      
actual and expected future gross premiums that were set at contract issue. The  
expected premiums are based upon the premium requirement of each policy and     
assumptions for mortality, persistency and investment returns at policy         
issuance, or policy acquisition (as it relates to VOBA), include provisions for 
adverse deviation, and are consistent with the assumptions used to calculate    
future policyholder benefit liabilities. These assumptions are not revised      
after policy issuance or acquisition unless the DAC or VOBA balance is deemed   
to be unrecoverable from future expected profits. Absent a premium deficiency,  
variability in amortization after policy issuance or acquisition is caused only 
by variability in premium volumes.                                              

Participating, Dividend-Paying Traditional Contracts                            

 The Company amortizes DAC related to these contracts over the estimated lives
of the contracts in proportion to actual and expected future gross margins. The 
amortization includes interest based on rates in effect at inception or         
acquisition of the contracts. The future gross margins are dependent            
principally on investment returns, policyholder dividend scales, mortality,     
persistency, expenses to administer the business, creditworthiness of           
reinsurance counterparties and certain economic variables, such as inflation.   
Of these factors, the Company anticipates that investment returns, expenses,    
persistency and other factor changes, as well as policyholder dividend scales,  
are reasonably likely to impact significantly the rate of DAC amortization.     
Each reporting period, the Company updates the estimated gross margins with the 
actual gross margins for that period. When the actual gross margins change from 
previously estimated gross margins, the cumulative DAC amortization is          
re-estimated and adjusted by a cumulative charge or credit to current           
operations. When actual gross margins exceed those previously estimated, the    
DAC amortization will increase, resulting in a current period charge to         
earnings. The opposite result occurs when the actual gross margins are below    
the previously estimated gross margins. Each reporting period, the Company also 
updates the actual amount of business in-force, which impacts expected future   
gross margins. When expected future gross margins are below those previously    
estimated, the DAC amortization will increase, resulting in a current period    
charge to earnings. The opposite result occurs when the expected future gross   
margins are above the previously estimated expected future gross margins. Each  
period, the Company also reviews the estimated gross margins for each block of  
business to determine the recoverability of DAC balances.                       

Fixed and Variable Universal Life Contracts and Fixed and Variable Deferred     
Annuity Contracts                                                               

The Company amortizes DAC and VOBA related to these contracts over the      
estimated lives of the contracts in proportion to actual and expected future    
gross profits. The amortization includes interest based on rates in effect at   
inception or acquisition of the contracts. The amount of future gross profits   
is dependent principally upon returns in excess of the amounts credited to      
policyholders, mortality, persistency, interest crediting rates, expenses to    
administer the business, creditworthiness of reinsurance counterparties, the    
effect of any hedges used and certain economic variables, such as inflation. Of 
these factors, the Company anticipates that investment returns, expenses and    
persistency are reasonably likely to impact significantly the rate of DAC and   
VOBA amortization. Each reporting period, the Company updates the estimated     
gross profits with the actual gross profits for that period. When the actual    
gross profits change from previously estimated gross profits, the cumulative    
DAC and VOBA amortization is re-estimated and adjusted by a cumulative charge   
or credit to                                                                    

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

6. Deferred Policy Acquisition Costs, Value of Business Acquired and Other      
Intangibles (continued)                                                         

current operations. When actual gross profits exceed those previously           
estimated, the DAC and VOBA amortization will increase, resulting in a current  
period charge to earnings. The opposite result occurs when the actual gross     
profits are below the previously estimated gross profits. Each reporting        
period, the Company also updates the actual amount of business remaining        
in-force, which impacts expected future gross profits. When expected future     
gross profits are below those previously estimated, the DAC and VOBA            
amortization will increase, resulting in a current period charge to earnings.   
The opposite result occurs when the expected future gross profits are above the 
previously estimated expected future gross profits. Each period, the Company    
also reviews the estimated gross profits for each block of business to          
determine the recoverability of DAC and VOBA balances.                          

Factors Impacting Amortization                                                  

Separate account rates of return on variable universal life contracts and   
variable deferred annuity contracts affect in-force account balances on such    
contracts each reporting period, which can result in significant fluctuations   
in amortization of DAC and VOBA. Returns that are higher than the Company's     
long-term expectation produce higher account balances, which increases the      
Company's future fee expectations and decreases future benefit payment          
expectations on minimum death and living benefit guarantees, resulting in       
higher expected future gross profits. The opposite result occurs when returns   
are lower than the Company's long-term expectation. The Company's practice to   
determine the impact of gross profits resulting from returns on separate        
accounts assumes that long-term appreciation in equity markets is not changed   
by short-term market fluctuations, but is only changed when sustained interim   
deviations are expected. The Company monitors these events and only changes the 
assumption when its long-term expectation changes.                              

The Company also periodically reviews other long-term assumptions underlying
the projections of estimated gross margins and profits. These assumptions       
primarily relate to investment returns, policyholder dividend scales, interest  
crediting rates, mortality, persistency and expenses to administer business.    
Management annually updates assumptions used in the calculation of estimated    
gross margins and profits which may have significantly changed. If the update   
of assumptions causes expected future gross margins and profits to increase,    
DAC and VOBA amortization will decrease, resulting in a current period increase 
to earnings. The opposite result occurs when the assumption update causes       
expected future gross margins and profits to decrease.                          

Periodically, the Company modifies product benefits, features, rights or    
coverages that occur by the exchange of a contract for a new contract, or by    
amendment, endorsement, or rider to a contract, or by election or coverage      
within a contract. If such modification, referred to as an internal             
replacement, substantially changes the contract, the associated DAC or VOBA is  
written off immediately through income and any new deferrable costs associated  
with the replacement contract are deferred. If the modification does not        
substantially change the contract, the DAC or VOBA amortization on the original 
contract will continue and any acquisition costs associated with the related    
modification are expensed.                                                      

Amortization of DAC and VOBA is attributed to net investment gains (losses) 
and net derivative gains (losses), and to other expenses for the amount of      
gross margins or profits originating from transactions other than investment    
gains and losses. Unrealized investment gains and losses represent the amount   
of DAC and VOBA that would have been amortized if such gains and losses had     
been recognized.                                                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

6. Deferred Policy Acquisition Costs, Value of Business Acquired and Other      
Intangibles (continued)                                                         

Information regarding DAC and VOBA was as follows:                          

                                                        [Enlarge/Download Table]

                                                                    Years Ended December 31,   
                                                                  ---------------------------- 
                                                                    2015      2014      2013   
                                                                  --------  --------  -------- 
                                                                          (In millions)        
                                                                                               
DAC                                                                                            
Balance at January 1,............................................ $  4,162  $  4,795  $  4,086 
Capitalizations..................................................      325       279       512 
Amortization related to:                                                                       
 Net investment gains (losses) and net derivative gains (losses).      188      (152)      219 
 Other expenses..................................................     (639)     (699)     (287)
                                                                  --------  --------  -------- 
   Total amortization............................................     (451)     (851)      (68)
                                                                  --------  --------  -------- 
Unrealized investment gains (losses).............................       95       (61)       83 
Other (1)........................................................       --        --       182 
                                                                  --------  --------  -------- 
Balance at December 31,..........................................    4,131     4,162     4,795 
                                                                  --------  --------  -------- 
VOBA                                                                                           
Balance at January 1,............................................      728       896       718 
Amortization related to:                                                                       
 Net investment gains (losses) and net derivative gains (losses).      (19)       (1)        5 
 Other expenses..................................................     (125)     (138)     (142)
                                                                  --------  --------  -------- 
   Total amortization............................................     (144)     (139)     (137)
                                                                  --------  --------  -------- 
Unrealized investment gains (losses).............................       94       (29)      315 
                                                                  --------  --------  -------- 
Balance at December 31,..........................................      678       728       896 
                                                                  --------  --------  -------- 
Total DAC and VOBA                                                                             
Balance at December 31,.......................................... $  4,809  $  4,890  $  5,691 
                                                                  ========  ========  ======== 

--------                                                                        

(1)The year ended December 31, 2013 includes $182 million that was reclassified 
to DAC from premiums, reinsurance and other receivables. The amounts      
reclassified related to an affiliated reinsurance agreement accounted for 
 using the deposit method of accounting and represented the DAC amortization
on the expense allowances ceded on the agreement from inception. These    
amounts were previously included in the calculated value of the deposit   
receivable on this agreement and recorded within premiums, reinsurance and
other receivables.                                                        

Information regarding total DAC and VOBA by segment, as well as Corporate & 
Other, was as follows at:                                                       

                                                                [Download Table]

                             December 31,   
                           -----------------
                             2015     2014  
                           -------- --------
                             (In millions)  
                                            
Retail.................... $  4,694 $  4,824
Corporate Benefit Funding.        6        5
Corporate & Other.........      109       61
                           -------- --------
 Total.................... $  4,809 $  4,890
                           ======== ========

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

6. Deferred Policy Acquisition Costs, Value of Business Acquired and Other      
Intangibles (continued)                                                         

Information regarding other intangibles was as follows:                     

                                                                [Download Table]

                                      Years Ended December 31,
                                      ----------------------  
                                       2015     2014    2013  
                                      ------   ------  ------ 
                                           (In millions)      
                                                              
DSI                                                           
Balance at January 1,................ $  522   $  619  $  633 
Capitalization.......................      3        4       6 
Amortization.........................    (64)     (73)    (20)
Unrealized investment gains (losses).     17      (28)     -- 
                                      ------   ------  ------ 
Balance at December 31,.............. $  478   $  522  $  619 
                                      ======   ======  ====== 
VODA and VOCRA                                                
Balance at January 1,................ $  142   $  159  $  175 
Amortization.........................    (17)     (17)    (16)
                                      ------   ------  ------ 
Balance at December 31,.............. $  125   $  142  $  159 
                                      ======   ======  ====== 
Accumulated amortization............. $  115   $   98  $   81 
                                      ======   ======  ====== 

The estimated future amortization expense to be reported in other expenses  
for the next five years is as follows:                                          

                                                                [Download Table]

                                    VOBA      VODA and VOCRA
                               -------------- --------------
                                       (In millions)        
                                                            
2016.......................... $          122 $          12 
2017.......................... $          100 $          11 
2018.......................... $           83 $          10 
2019.......................... $           69 $           9 
2020.......................... $           54 $           8 

7. Reinsurance                                                                  

The Company enters into reinsurance agreements primarily as a purchaser of  
reinsurance for its various insurance products and also as a provider of        
reinsurance for some insurance products issued by affiliated and unaffiliated   
companies. The Company participates in reinsurance activities in order to limit 
losses, minimize exposure to significant risks and provide additional capacity  
for future growth.                                                              

Accounting for reinsurance requires extensive use of assumptions and        
estimates, particularly related to the future performance of the underlying     
business and the potential impact of counterparty credit risks. The Company     
periodically reviews actual and anticipated experience compared to the          
aforementioned assumptions used to establish assets and liabilities relating to 
ceded and assumed reinsurance and evaluates the financial strength of           
counterparties to its reinsurance agreements using criteria similar to that     
evaluated in the security impairment process discussed in Note 8.               

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

Retail                                                                          

The Company's Retail Annuities business currently reinsures 90% of certain  
fixed annuities to an affiliate. The Company also reinsures portions of the     
living and death benefit guarantees issued in connection with certain variable  
annuities to unaffiliated reinsurers. Under these reinsurance agreements, the   
Company pays a reinsurance premium generally based on fees associated with the  
guarantees collected from policyholders, and receives reimbursement for         
benefits paid or accrued in excess of account values, subject to certain        
limitations. The Company also assumes 100% of the living and death benefit      
guarantees issued in connection with certain variable annuities issued by       
certain affiliates.                                                             

For its Retail Life & Other insurance products, the Company has historically
reinsured the mortality risk primarily on an excess of retention basis or on a  
quota share basis. The Company currently reinsures 100% of the mortality risk   
in excess of $100,000 per life for most new policies and reinsures up to 100%   
of the mortality risk for certain other policies. In addition to reinsuring     
mortality risk as described above, the Company reinsures other risks, as well   
as specific coverages. Placement of reinsurance is done primarily on an         
automatic basis and also on a facultative basis for risks with specified        
characteristics. The Company also reinsures portions of certain whole life,     
level premium term and universal life policies with secondary death benefit     
guarantees to certain affiliates. The Company evaluates its reinsurance         
programs routinely and may increase or decrease its retention at any time.      

Corporate Benefit Funding                                                       

The Company's Corporate Benefit Funding segment has periodically engaged in 
reinsurance activities, on an opportunistic basis. The impact of these          
activities on the financial results of this segment has not been significant    
and there were no significant transactions during the periods presented.        

Corporate & Other                                                               

The Company reinsures, through 100% quota share reinsurance agreements,     
certain run-off long-term care and workers' compensation business written by    
the Company.                                                                    

The Company also assumes risk on certain client arrangements from both      
affiliated and unaffiliated companies. This reinsurance activity relates to     
risk-sharing agreements and multinational pooling.                              

Catastrophe Coverage                                                            

The Company has exposure to catastrophes which could contribute to          
significant fluctuations in the Company's results of operations. The Company    
uses excess of retention and quota share reinsurance agreements to provide      
greater diversification of risk and minimize exposure to larger risks.          

Reinsurance Recoverables                                                        

The Company reinsures its business through a diversified group of           
well-capitalized reinsurers. The Company analyzes recent trends in arbitration  
and litigation outcomes in disputes, if any, with its reinsurers. The Company   
monitors ratings and evaluates the financial strength of its reinsurers by      
analyzing their financial statements. In                                        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

addition, the reinsurance recoverable balance due from each reinsurer is        
evaluated as part of the overall monitoring process. Recoverability of          
reinsurance recoverable balances is evaluated based on these analyses. The      
Company generally secures large reinsurance recoverable balances with various   
forms of collateral, including secured trusts, funds withheld accounts and      
irrevocable letters of credit. These reinsurance recoverable balances are       
stated net of allowances for uncollectible reinsurance, which at December 31,   
2015 and 2014, were not significant.                                            

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts, funds withheld accounts and      
irrevocable letters of credit. The Company had $2.4 billion and $2.3 billion of 
unsecured unaffiliated reinsurance recoverable balances at December 31, 2015    
and 2014, respectively.                                                         

At December 31, 2015, the Company had $8.5 billion of net unaffiliated ceded
reinsurance recoverables. Of this total, $7.4 billion, or 87%, were with the    
Company's five largest unaffiliated ceded reinsurers, including $1.5 billion of 
net unaffiliated ceded reinsurance recoverables which were unsecured. At        
December 31, 2014, the Company had $8.1 billion of net unaffiliated ceded       
reinsurance recoverables. Of this total, $7.1 billion, or 87%, were with the    
Company's five largest unaffiliated ceded reinsurers, including $1.3 billion of 
net unaffiliated ceded reinsurance recoverables which were unsecured.           

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

The amounts on the consolidated statements of operations include the impact 
of reinsurance. Information regarding the significant effects of reinsurance    
was as follows:                                                                 

                                                        [Enlarge/Download Table]

                                                                 Years Ended December 31,   
                                                               ---------------------------- 
                                                                 2015      2014      2013   
                                                               --------  --------  -------- 
                                                                       (In millions)        
                                                                                            
Premiums                                                                                    
Direct premiums............................................... $  2,281  $  2,226  $  1,590 
Reinsurance assumed...........................................      297        94        73 
Reinsurance ceded.............................................   (1,145)   (1,168)     (974)
                                                               --------  --------  -------- 
   Net premiums............................................... $  1,433  $  1,152  $    689 
                                                               ========  ========  ======== 
Universal life and investment-type product policy fees                                      
Direct universal life and investment-type product policy fees. $  3,607  $  3,610  $  3,492 
Reinsurance assumed...........................................      142       398       398 
Reinsurance ceded.............................................     (809)     (815)     (760)
                                                               --------  --------  -------- 
   Net universal life and investment-type product policy fees. $  2,940  $  3,193  $  3,130 
                                                               ========  ========  ======== 
Other revenues                                                                              
Direct other revenues......................................... $    258  $    259  $    284 
Reinsurance assumed...........................................       --        28         1 
Reinsurance ceded.............................................      246       252       325 
                                                               --------  --------  -------- 
   Net other revenues......................................... $    504  $    539  $    610 
                                                               ========  ========  ======== 
Policyholder benefits and claims                                                            
Direct policyholder benefits and claims....................... $  4,807  $  4,797  $  4,693 
Reinsurance assumed...........................................      305       263       149 
Reinsurance ceded.............................................   (2,416)   (2,296)   (1,695)
                                                               --------  --------  -------- 
   Net policyholder benefits and claims....................... $  2,696  $  2,764  $  3,147 
                                                               ========  ========  ======== 
Interest credited to policyholder account balances                                          
Direct interest credited to policyholder account balances..... $  1,104  $  1,125  $  1,202 
Reinsurance assumed...........................................       78        76        91 
Reinsurance ceded.............................................     (145)     (139)     (125)
                                                               --------  --------  -------- 
   Net interest credited to policyholder account balances..... $  1,037  $  1,062  $  1,168 
                                                               ========  ========  ======== 
Other expenses                                                                              
Direct other expenses......................................... $  2,142  $  2,524  $  1,861 
Reinsurance assumed...........................................       55       106        19 
Reinsurance ceded.............................................      120       124        57 
                                                               --------  --------  -------- 
   Net other expenses......................................... $  2,317  $  2,754  $  1,937 
                                                               ========  ========  ======== 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

The amounts on the consolidated balance sheets include the impact of        
reinsurance. Information regarding the significant effects of reinsurance was   
as follows at:                                                                  

                                                        [Enlarge/Download Table]

                                                                 December 31,                           
                                       -----------------------------------------------------------------
                                                     2015                             2014              
                                       -------------------------------- --------------------------------
                                                                 Total                            Total 
                                                                Balance                          Balance
                                       Direct  Assumed  Ceded    Sheet  Direct  Assumed  Ceded    Sheet 
                                       ------- ------- -------  ------- ------- ------- -------  -------
                                                                 (In millions)                          
                                                                                                        
Assets                                                                                                  
Premiums, reinsurance and other                                                                         
 receivables.......................... $   630  $  162 $21,459  $22,251 $   516  $   57 $20,986  $21,559
Deferred policy acquisition costs and                                                                   
 value of business acquired...........   5,467     219    (877)   4,809   5,367     246    (723)   4,890
                                       ------- ------- -------  ------- ------- ------- -------  -------
  Total assets........................ $ 6,097  $  381 $20,582  $27,060 $ 5,883  $  303 $20,263  $26,449
                                       ======= ======= =======  ======= ======= ======= =======  =======
Liabilities                                                                                             
Future policy benefits................ $28,670  $1,294 $   (70) $29,894 $27,242  $1,237 $    --  $28,479
Policyholder account balances.........  34,764     897      --   35,661  34,659     827      --   35,486
Other policy-related balances.........     990   1,804     755    3,549     866   1,691     763    3,320
Other liabilities.....................   2,566      86   5,030    7,682   2,469      63   5,412    7,944
                                       ------- ------- -------  ------- ------- ------- -------  -------
  Total liabilities................... $66,990  $4,081 $ 5,715  $76,786 $65,236  $3,818 $ 6,175  $75,229
                                       ======= ======= =======  ======= ======= ======= =======  =======

 In November 2014, prior to the Mergers, guaranteed minimum benefit guarantees
on certain variable annuities previously ceded to Exeter from an unaffiliated   
foreign company were recaptured. As a result of this recapture, the significant 
impacts to the Company were decreases in future policy benefits of $101         
million, in other policy-related balances of $1.2 billion, in cash and cash     
equivalents of $705 million and in other invested assets of $553 million.       

Reinsurance agreements that do not expose the Company to a reasonable       
possibility of a significant loss from insurance risk are recorded using the    
deposit method of accounting. The deposit assets on reinsurance were $6.0       
billion and $6.2 billion at December 31, 2015 and 2014, respectively. The       
deposit liabilities on reinsurance was $1 million at both December 31, 2015 and 
2014.                                                                           

Related Party Reinsurance Transactions                                          

The Company has reinsurance agreements with certain MetLife, Inc.           
subsidiaries, including MLIC, MetLife Reinsurance Company of South Carolina,    
First MetLife Investors Insurance Company ("First MetLife"), General American   
Life Insurance Company, MetLife Europe Limited, MetLife Reinsurance Company of  
Vermont, New England Life Insurance Company ("NELICO"), MetLife Reinsurance     
Company of Delaware ("MRD"), Delaware American Life Insurance Company and       
American Life Insurance Company, all of which are related parties.              

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

Information regarding the significant effects of affiliated reinsurance     
included on the consolidated statements of operations was as follows:           

                                                        [Enlarge/Download Table]

                                                                Years Ended December 31,  
                                                               -------------------------- 
                                                                 2015      2014     2013  
                                                               --------  -------  ------- 
                                                                      (In millions)       
                                                                                          
Premiums                                                                                  
Reinsurance assumed........................................... $    227  $    55  $    28 
Reinsurance ceded.............................................     (783)    (830)    (638)
                                                               --------  -------  ------- 
   Net premiums............................................... $   (556) $  (775) $  (610)
                                                               ========  =======  ======= 
Universal life and investment-type product policy fees                                    
Reinsurance assumed........................................... $    142  $   291  $   259 
Reinsurance ceded.............................................     (299)    (361)    (344)
                                                               --------  -------  ------- 
   Net universal life and investment-type product policy fees. $   (157) $   (70) $   (85)
                                                               ========  =======  ======= 
Other revenues                                                                            
Reinsurance assumed........................................... $     --  $    28  $     1 
Reinsurance ceded.............................................      246      252      325 
                                                               --------  -------  ------- 
   Net other revenues......................................... $    246  $   280  $   326 
                                                               ========  =======  ======= 
Policyholder benefits and claims                                                          
Reinsurance assumed........................................... $    255  $   229  $   137 
Reinsurance ceded.............................................     (925)    (942)    (673)
                                                               --------  -------  ------- 
   Net policyholder benefits and claims....................... $   (670) $  (713) $  (536)
                                                               ========  =======  ======= 
Interest credited to policyholder account balances                                        
Reinsurance assumed........................................... $     78  $    76  $    91 
Reinsurance ceded.............................................     (145)    (139)    (125)
                                                               --------  -------  ------- 
   Net interest credited to policyholder account balances..... $    (67) $   (63) $   (34)
                                                               ========  =======  ======= 
Other expenses                                                                            
Reinsurance assumed........................................... $     65  $    92  $    33 
Reinsurance ceded.............................................      146      156       94 
                                                               --------  -------  ------- 
   Net other expenses......................................... $    211  $   248  $   127 
                                                               ========  =======  ======= 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

Information regarding the significant effects of affiliated reinsurance     
included on the consolidated balance sheets was as follows at:                  

                                                        [Enlarge/Download Table]

                                                                   December 31,           
                                                         -------------------------------- 
                                                               2015             2014      
                                                         ---------------  --------------- 
                                                         Assumed  Ceded   Assumed  Ceded  
                                                         ------- -------  ------- ------- 
                                                                   (In millions)          
                                                                                          
Assets                                                                                    
Premiums, reinsurance and other receivables.............  $  129 $12,746   $   45 $12,718 
Deferred policy acquisition costs and value of business                                   
  acquired..............................................     120    (861)     164    (707)
                                                         ------- -------  ------- ------- 
 Total assets...........................................  $  249 $11,885   $  209 $12,011 
                                                         ======= =======  ======= ======= 
Liabilities                                                                               
Future policy benefits..................................  $  630 $   (70)  $  593 $    -- 
Policyholder account balances...........................     897      --      827      -- 
Other policy-related balances...........................   1,785     755    1,689     763 
Other liabilities.......................................      27   4,691       16   5,109 
                                                         ------- -------  ------- ------- 
 Total liabilities......................................  $3,339 $ 5,376   $3,125 $ 5,872 
                                                         ======= =======  ======= ======= 

The Company ceded two blocks of business to two affiliates on a 90%         
coinsurance with funds withheld basis. Certain contractual features of these    
agreements qualify as embedded derivatives, which are separately accounted for  
at estimated fair value on the Company's consolidated balance sheets. The       
embedded derivatives related to the funds withheld associated with these        
reinsurance agreements are included within other liabilities and increased the  
funds withheld balance by $244 million and $382 million at December 31, 2015    
and 2014, respectively. Net derivative gains (losses) associated with these     
embedded derivatives were $137 million, ($348) million and $518 million for the 
years ended December 31, 2015, 2014 and 2013, respectively.                     

The Company assumes risks from affiliates related to guaranteed minimum     
benefit guarantees written directly by the affiliates. These assumed            
reinsurance agreements contain embedded derivatives and changes in their        
estimated fair value are also included within net derivative gains (losses).    
The embedded derivatives associated with the cessions are included within       
policyholder account balances and were liabilities of $897 million and $827     
million at December 31, 2015 and 2014, respectively. Net derivative gains       
(losses) associated with the embedded derivatives were ($59) million, ($541)    
million and $2.1 billion for the years ended December 31, 2015, 2014 and 2013,  
respectively.                                                                   

In December 2015, the Company entered into a reinsurance agreement to cede  
one block of business to MRD on a 90% coinsurance with funds withheld basis.    
This agreement covers certain term life policies issued in 2015 by the Company. 
This agreement transfers risk to MRD and, therefore, is accounted for as        
reinsurance. As a result of the agreement, affiliated reinsurance recoverables, 
included in premiums, reinsurance and other receivables, were $126 million at   
December 31, 2015. The Company also recorded a funds withheld liability and     
other reinsurance payables, included in other liabilities, which were $79       
million at December 31, 2015. The Company's consolidated statement of           
operations and comprehensive income (loss) includes no income for the year      
ended December 31, 2015.                                                        

In December 2014, the Company entered into a reinsurance agreement to cede  
two blocks of business to MRD on a 90% coinsurance with funds withheld basis.   
This agreement covers certain term and certain universal life                   

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

7. Reinsurance (continued)                                                      

policies issued in 2014 by the Company. This agreement transfers risk to MRD    
and, therefore, is accounted for as reinsurance. As a result of the agreement,  
affiliated reinsurance recoverables, included in premiums, reinsurance and      
other receivables, were $81 million and $54 million at December 31, 2015 and    
2014, respectively. The Company also recorded a funds withheld liability and    
other reinsurance payables, included in other liabilities, which were $23       
million and $118 million at December 31, 2015 and 2014, respectively. The       
Company's consolidated statement of operations and comprehensive income (loss)  
includes a loss for this agreement of $17 million, and less than $1 million for 
the years ended December 31, 2015 and 2014, respectively.                       

Prior to the Mergers, certain related party transactions were consummated as
summarized below. See Note 3 for additional information on the Mergers.         

.  In January 2014, the Company reinsured with MLIC all existing New York     
insurance policies and annuity contracts that include a separate account
   feature. As a result of the reinsurance agreements, the significant effects
to the Company were increases in premiums, reinsurance and other        
receivables of $700 million and in other liabilities of $206 million, as
well as decreases in cash and cash equivalents and total investments of 
$494 million. Certain contractual features of this agreement qualify as 
  embedded derivatives, which are separately accounted for at estimated fair
   value on the Company's consolidated balance sheets. The embedded derivative
  related to this agreement is included within policyholder account balances
   and was $4 million at both December 31, 2015 and 2014. Net derivative gains
  (losses) associated with the embedded derivative were less than $1 million
    and $4 million for the years ended December 31, 2015 and 2014, respectively.

.  In October 2014, MLIC recaptured a block of universal life secondary       
   guarantee business ceded to Exeter on a 75% coinsurance with funds withheld
basis. As a result of this recapture, the significant effects to the    
Company were decreases in premiums, reinsurance and other receivables of
$14 million, in DAC of $30 million, in other invested assets of $418    
million, in future policy benefits of $67 million and in other          
policy-related balances of $435 million.                                

.  In November 2014, MLIC, First MetLife and NELICO partially recaptured risks
related to guaranteed minimum benefit guarantees on certain variable    
annuities previously ceded to Exeter. As a result of this recapture, the
   significant effects to the Company were decreases in future policy benefits
   of $284 million, in other policy-related balances of $469 million, in other
   liabilities of $23 million, in other invested assets of $441 million and in
   cash and cash equivalents of $385 million. There was also a decrease in net
income of $57 million.                                                  

.  Also in November 2014, certain foreign blocks of indemnity reinsurance and 
guaranteed minimum benefit guarantees on certain variable annuities     
   previously ceded to Exeter from MetLife Europe were recaptured. As a result
   of this recapture, the significant effects to the Company were decreases in
   future policy benefits of $463 million, in other liabilities of $29 million
  and in other invested assets of $505 million, as well as increases in cash
 and cash equivalents of $122 million and in other policy-related balances
of $109 million.                                                        

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts, funds withheld accounts and      
irrevocable letters of credit. The Company had $6.3 billion and $6.2 billion of 
unsecured affiliated reinsurance recoverable balances at December 31, 2015 and  
2014, respectively.                                                             

Affiliated reinsurance agreements that do not expose the Company to a       
reasonable possibility of a significant loss from insurance risk are recorded   
using the deposit method of accounting. The deposit assets on affiliated        
reinsurance were $5.8 billion and $6.0 billion at December 31, 2015 and 2014,   
respectively. There were no deposit liabilities on affiliated reinsurance at    
both December 31, 2015 and 2014.                                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments                                                                  

See Note 10 for information about the fair value hierarchy for investments  
and the related valuation methodologies.                                        

Investment Risks and Uncertainties                                              

Investments are exposed to the following primary sources of risk: credit,   
interest rate, liquidity, market valuation, currency and real estate risk. The  
financial statement risks, stemming from such investment risks, are those       
associated with the determination of estimated fair values, the diminished      
ability to sell certain investments in times of strained market conditions, the 
recognition of impairments, the recognition of income on certain investments    
and the potential consolidation of VIEs. The use of different methodologies,    
assumptions and inputs relating to these financial statement risks may have a   
material effect on the amounts presented within the consolidated financial      
statements.                                                                     

The determination of valuation allowances and impairments is highly         
subjective and is based upon periodic evaluations and assessments of known and  
inherent risks associated with the respective asset class. Such evaluations and 
assessments are revised as conditions change and new information becomes        
available.                                                                      

 The recognition of income on certain investments (e.g. structured securities,
including mortgage-backed securities, asset-backed securities ("ABS") and       
certain structured investment transactions) is dependent upon certain factors   
such as prepayments and defaults, and changes in such factors could result in   
changes in amounts to be earned.                                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Fixed Maturity and Equity Securities AFS                                        

Fixed Maturity and Equity Securities AFS by Sector                            

  The following table presents the fixed maturity and equity securities AFS by
sector. Redeemable preferred stock is reported within U.S. corporate and      
foreign corporate fixed maturity securities and non-redeemable preferred stock
is reported within equity securities. Included within fixed maturity          
securities are structured securities including RMBS, ABS and commercial       
mortgage-backed securities ("CMBS").                                          

                                                        [Enlarge/Download Table]

                                          December 31, 2015                             December 31, 2014              
                            --------------------------------------------- ---------------------------------------------
                                          Gross Unrealized                              Gross Unrealized               
                             Cost or  -----------------------              Cost or  -----------------------            
                            Amortized        Temporary  OTTI   Estimated  Amortized        Temporary  OTTI   Estimated 
                              Cost    Gains   Losses   Losses  Fair Value   Cost    Gains   Losses   Losses  Fair Value
                            --------- ------ --------- ------  ---------- --------- ------ --------- ------  ----------
                                                                   (In millions)                                       
                                                                                                                       
Fixed Maturity Securities:                                                                                             
U.S. corporate.............   $16,160 $  979      $393    $--     $16,746   $15,286 $1,635      $119    $--     $16,802
U.S. Treasury and                                                                                                      
 agency....................    12,562  1,297        53     --      13,806    14,147  1,686         7     --      15,826
RMBS.......................     8,391    201        95     19       8,478     5,858    291        33     35       6,081
Foreign corporate..........     4,995    153       194     --       4,954     5,162    310        58     --       5,414
State and political                                                                                                    
 subdivision...............     2,398    321        13      1       2,705     2,180    413         1     --       2,592
ABS........................     2,694     14        34     --       2,674     1,546     26        10     --       1,562
CMBS (1)...................     2,303     20        23     (1)      2,301     1,637     45         4     (1)      1,679
Foreign government.........       651    104        10     --         745       607    136         2     --         741
                            --------- ------ --------- ------  ---------- --------- ------ --------- ------  ----------
 Total fixed maturity                                                                                                  
  securities...............   $50,154 $3,089      $815    $19     $52,409   $46,423 $4,542      $234    $34     $50,697
                            ========= ====== ========= ======  ========== ========= ====== ========= ======  ==========
Equity securities                                                                                                      
Non-redeemable preferred                                                                                               
 stock.....................   $   217 $   16      $  9    $--     $   224   $   224 $    9      $  7    $--     $   226
Common stock...............       167     23         5     --         185       176     60         3     --         233
                            --------- ------ --------- ------  ---------- --------- ------ --------- ------  ----------
 Total equity securities...   $   384 $   39      $ 14    $--     $   409   $   400 $   69      $ 10    $--     $   459
                            ========= ====== ========= ======  ========== ========= ====== ========= ======  ==========

--------                                                                        

(1)The noncredit loss component of OTTI losses for CMBS was in an unrealized    
gain position of $1 million at both December 31, 2015 and 2014, due to    
increases in estimated fair value subsequent to initial recognition of    
 noncredit losses on such securities. See also "-- Net Unrealized Investment
Gains (Losses)."                                                          

The Company held non-income producing fixed maturity securities with an 
estimated fair value of $11 million and $14 million with unrealized gains   
(losses) of $1 million and $4 million at December 31, 2015 and 2014,        
respectively.                                                               

Methodology for Amortization of Premium and Accretion of Discount on        
Structured Securities                                                       

  Amortization of premium and accretion of discount on structured securities
considers the estimated timing and amount of prepayments of the underlying  
loans. Actual prepayment experience is periodically reviewed and effective  
yields are recalculated when differences arise between the originally       
anticipated and the actual prepayments received and currently anticipated.  
Prepayment assumptions for single class and multi-class mortgage-backed and 
ABS are estimated using inputs obtained from third-party specialists and    
based on                                                                    

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

management's knowledge of the current market. For credit-sensitive          
mortgage-backed and ABS and certain prepayment-sensitive securities, the    
effective yield is recalculated on a prospective basis. For all other       
mortgage-backed and ABS, the effective yield is recalculated on a           
retrospective basis.                                                        

Maturities of Fixed Maturity Securities                                     

 The amortized cost and estimated fair value of fixed maturity securities,
by contractual maturity date, were as follows at December 31, 2015:         

                                                        [Enlarge/Download Table]

                                                 Due After Five                                     
                                   Due After One     Years                               Total Fixed
                       Due in One  Year Through   Through Ten   Due After Ten Structured  Maturity  
                      Year or Less  Five Years       Years          Years     Securities Securities 
                      ------------ ------------- -------------- ------------- ---------- -----------
                                                      (In millions)                                 
                                                                                                    
Amortized cost.......       $2,667        $9,375         $7,815       $16,909    $13,388     $50,154
Estimated fair value.       $2,677        $9,667         $7,840       $18,772    $13,453     $52,409

Actual maturities may differ from contractual maturities due to the     
exercise of call or prepayment options. Fixed maturity securities not due at
a single maturity date have been presented in the year of final contractual 
 maturity. Structured securities (RMBS, ABS and CMBS) are shown separately, as
they are not due at a single maturity.                                      

Continuous Gross Unrealized Losses for Fixed Maturity and Equity Securities   
AFS by Sector                                                                   

The following table presents the estimated fair value and gross unrealized
losses of fixed maturity and equity securities AFS in an unrealized loss      
position, aggregated by sector and by length of time that the securities have 
been in a continuous unrealized loss position.                                

                                                        [Enlarge/Download Table]

                                           December 31, 2015                         December 31, 2014            
                               ----------------------------------------- -----------------------------------------
                                                    Equal to or Greater                       Equal to or Greater 
                               Less than 12 Months     than 12 Months    Less than 12 Months     than 12 Months   
                               -------------------- -------------------- -------------------- --------------------
                               Estimated   Gross    Estimated   Gross    Estimated   Gross    Estimated   Gross   
                                 Fair    Unrealized   Fair    Unrealized   Fair    Unrealized   Fair    Unrealized
                                 Value     Losses     Value     Losses     Value     Losses     Value     Losses  
                               --------- ---------- --------- ---------- --------- ---------- --------- ----------
                                                   (In millions, except number of securities)                     
                                                                                                                  
Fixed maturity securities                                                                                         
U.S. corporate................ $   4,569     $  278 $     571     $  115  $  1,346     $   45  $    685     $   74
U.S. Treasury and agency......     4,037         53        --         --     4,067          5       163          2
RMBS..........................     4,305         73       495         41       684         26       530         42
Foreign corporate.............     1,650         96       605         98     1,031         49       133          9
State and political                                                                                               
 subdivision..................       373         12        19          2        11         --        24          1
ABS...........................     1,818         28       194          6       334          2       231          8
CMBS..........................     1,346         21        44          1       124          1        78          2
Foreign government............       130          9         6          1        27          1         9          1
                               --------- ---------- --------- ---------- --------- ---------- --------- ----------
 Total fixed maturity                                                                                             
  securities.................. $  18,228     $  570 $   1,934     $  264  $  7,624     $  129  $  1,853     $  139
                               ========= ========== ========= ========== ========= ========== ========= ==========
Equity securities                                                                                                 
Non-redeemable preferred stock $      25     $    1 $      40     $    8  $     28     $    1  $     44     $    6
Common stock..................         6          5         1         --        11          3        --         --
                               --------- ---------- --------- ---------- --------- ---------- --------- ----------
 Total equity securities...... $      31     $    6 $      41     $    8  $     39     $    4  $     44     $    6
                               ========= ========== ========= ========== ========= ========== ========= ==========
Total number of securities in                                                                                     
 an unrealized loss position..     1,850                  394                  752                  333           
                               =========            =========            =========            =========           

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS 
Securities                                                                      

Evaluation and Measurement Methodologies                                    

  Management considers a wide range of factors about the security issuer and
uses its best judgment in evaluating the cause of the decline in the        
estimated fair value of the security and in assessing the prospects for     
near-term recovery. Inherent in management's evaluation of the security are 
assumptions and estimates about the operations of the issuer and its future 
earnings potential. Considerations used in the impairment evaluation process
include, but are not limited to: (i) the length of time and the extent to   
which the estimated fair value has been below cost or amortized cost;       
(ii) the potential for impairments when the issuer is experiencing          
 significant financial difficulties; (iii) the potential for impairments in an
entire industry sector or sub-sector; (iv) the potential for impairments in 
certain economically depressed geographic locations; (v) the potential for  
impairments where the issuer, series of issuers or industry has suffered a  
catastrophic loss or has exhausted natural resources; (vi) with respect to  
 fixed maturity securities, whether the Company has the intent to sell or will
more likely than not be required to sell a particular security before the   
decline in estimated fair value below amortized cost recovers; (vii) with   
respect to structured securities, changes in forecasted cash flows after    
 considering the quality of underlying collateral, expected prepayment speeds,
current and forecasted loss severity, consideration of the payment terms of 
 the underlying assets backing a particular security, and the payment priority
within the tranche structure of the security; (viii) the potential for      
 impairments due to weakening of foreign currencies on non-functional currency
denominated fixed maturity securities that are near maturity; and (ix) other
subjective factors, including concentrations and information obtained from  
regulators and rating agencies.                                             

The methodology and significant inputs used to determine the amount of  
credit loss on fixed maturity securities are as follows:                    

  .  The Company calculates the recovery value by performing a discounted cash
flow analysis based on the present value of future cash flows. The  
  discount rate is generally the effective interest rate of the security
prior to impairment.                                                

.  When determining collectability and the period over which value is     
   expected to recover, the Company applies considerations utilized in its
overall impairment evaluation process which incorporates information
regarding the specific security, fundamentals of the industry and   
geographic area in which the security issuer operates, and overall  
     macroeconomic conditions. Projected future cash flows are estimated using
assumptions derived from management's best estimates of likely      
scenario-based outcomes after giving consideration to a variety of  
variables that include, but are not limited to: payment terms of the
 security; the likelihood that the issuer can service the interest and
  principal payments; the quality and amount of any credit enhancements;
the security's position within the capital structure of the issuer; 
possible corporate restructurings or asset sales by the issuer; and 
   changes to the rating of the security or the issuer by rating agencies.

.  Additional considerations are made when assessing the unique features  
  that apply to certain structured securities including, but not limited
 to: the quality of underlying collateral, expected prepayment speeds,
    current and forecasted loss severity, consideration of the payment terms
    of the underlying loans or assets backing a particular security, and the
payment priority within the tranche structure of the security.      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

.  When determining the amount of the credit loss for U.S. and foreign    
corporate securities, foreign government securities and state and   
    political subdivision securities, the estimated fair value is considered
the recovery value when available information does not indicate that
  another value is more appropriate. When information is identified that
  indicates a recovery value other than estimated fair value, management
    considers in the determination of recovery value the same considerations
     utilized in its overall impairment evaluation process as described above,
 as well as any private and public sector programs to restructure such
securities.                                                         

With respect to securities that have attributes of debt and equity      
 (perpetual hybrid securities), consideration is given in the OTTI analysis as
to whether there has been any deterioration in the credit of the issuer and 
the likelihood of recovery in value of the securities that are in a severe  
and extended unrealized loss position. Consideration is also given as to    
whether any perpetual hybrid securities, with an unrealized loss, regardless
of credit rating, have deferred any dividend payments. When an OTTI loss has
 occurred, the OTTI loss is the entire difference between the perpetual hybrid
security's cost and its estimated fair value with a corresponding charge to 
earnings.                                                                   

The cost or amortized cost of fixed maturity and equity securities is   
adjusted for OTTI in the period in which the determination is made. The     
Company does not change the revised cost basis for subsequent recoveries in 
value.                                                                      

In periods subsequent to the recognition of OTTI on a fixed maturity    
security, the Company accounts for the impaired security as if it had been  
purchased on the measurement date of the impairment. Accordingly, the       
discount (or reduced premium) based on the new cost basis is accreted over  
the remaining term of the fixed maturity security in a prospective manner   
based on the amount and timing of estimated future cash flows.              

Current Period Evaluation                                                   

Based on the Company's current evaluation of its AFS securities in an   
unrealized loss position in accordance with its impairment policy, and the  
Company's current intentions and assessments (as applicable to the type of  
security) about holding, selling and any requirements to sell these         
securities, the Company concluded that these securities were not            
 other-than-temporarily impaired at December 31, 2015. Future OTTI will depend
primarily on economic fundamentals, issuer performance (including changes in
the present value of future cash flows expected to be collected), changes in
credit ratings, collateral valuation, interest rates and credit spreads. If 
economic fundamentals deteriorate or if there are adverse changes in the    
above factors, OTTI may be incurred in upcoming periods.                    

   Gross unrealized losses on fixed maturity securities increased $566 million
during the year ended December 31, 2015 to $834 million. The increase in    
gross unrealized losses for the year ended December 31, 2015 was primarily  
attributable to widening credit spreads, an increase in interest rates and, 
to a lesser extent, the impact of weakening foreign currencies on           
non-functional currency denominated fixed maturity securities.              

At December 31, 2015, $68 million of the total $834 million of gross    
unrealized losses were from 21 fixed maturity securities with an unrealized 
loss position of 20% or more of amortized cost for six months or greater.   

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Investment Grade Fixed Maturity Securities                                  

  Of the $68 million of gross unrealized losses on fixed maturity securities
with an unrealized loss of 20% or more of amortized cost for six months or  
greater, $48 million, or 71%, were related to gross unrealized losses on 11 
investment grade fixed maturity securities. Unrealized losses on investment 
grade fixed maturity securities are principally related to widening credit  
spreads, and with respect to fixed-rate fixed maturity securities, rising   
interest rates since purchase.                                              

Below Investment Grade Fixed Maturity Securities                            

  Of the $68 million of gross unrealized losses on fixed maturity securities
with an unrealized loss of 20% or more of amortized cost for six months or  
greater, $20 million, or 29%, were related to gross unrealized losses on 10 
below investment grade fixed maturity securities. Unrealized losses on below
investment grade fixed maturity securities are principally related to U.S.  
and foreign corporate securities (primarily industrial and utility          
securities) and non-agency RMBS (primarily alternative residential mortgage 
loans) and are the result of significantly wider credit spreads resulting   
from higher risk premiums since purchase, largely due to economic and market
uncertainties including concerns over lower oil prices in the energy sector 
and valuations of residential real estate supporting non-agency RMBS.       
Management evaluates U.S. and foreign corporate securities based on factors 
such as expected cash flows and the financial condition and near-term and   
long-term prospects of the issuers and evaluates non-agency RMBS based on   
actual and projected cash flows after considering the quality of underlying 
 collateral, expected prepayment speeds, current and forecasted loss severity,
consideration of the payment terms of the underlying assets backing a       
particular security and the payment priority within the tranche structure of
the security.                                                               

Equity Securities                                                           

Gross unrealized losses on equity securities increased $4 million during
the year ended December 31, 2015 to $14 million. Of the $14 million, $5     
million were from two securities with gross unrealized losses of 20% or more
of cost for 12 months or greater. Of the $5 million, 40% were rated A or    
better, and all were from financial services industry investment grade      
non-redeemable preferred stock.                                             

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Mortgage Loans                                                                  

Mortgage Loans by Portfolio Segment                                           

Mortgage loans are summarized as follows at:                                

                                                        [Enlarge/Download Table]

                                                                December 31,                 
                                                ---------------------------------------------
                                                         2015                   2014         
                                                ---------------------- ----------------------
                                                  Carrying     % of      Carrying     % of   
                                                    Value      Total       Value      Total  
                                                ------------- -------- ------------- --------
                                                (In millions)          (In millions)         
                                                                                             
Mortgage loans                                                                               
 Commercial....................................   $  5,331       73.4%   $  4,281       73.3%
 Agricultural..................................      1,460        20.1      1,303        22.3
 Residential...................................        335         4.6         --          --
                                                ------------- -------- ------------- --------
   Subtotal....................................      7,126        98.1      5,584        95.6
 Valuation allowances..........................       (36)       (0.5)       (25)       (0.4)
                                                ------------- -------- ------------- --------
   Subtotal mortgage loans, net................      7,090        97.6      5,559        95.2
 Commercial mortgage loans held by CSEs -- FVO.        172         2.4        280         4.8
                                                ------------- -------- ------------- --------
     Total mortgage loans, net.................   $  7,262      100.0%   $  5,839      100.0%
                                                ============= ======== ============= ========

The Company purchases unaffiliated mortgage loans under a master        
participation agreement, from an affiliate, simultaneously with the         
affiliate's origination or acquisition of mortgage loans. The aggregate     
 amount of unaffiliated mortgage loan participation interests purchased by the
Company from an affiliate during the years ended December 31, 2015, 2014 and
2013 were $2.0 billion, $360 million and $787 million, respectively. In     
connection with the mortgage loan participations, the affiliate collected   
 mortgage loan principal and interest payments on the Company's behalf and the
affiliate remitted such payments to the Company in the amount of $973       
million, $1.0 billion and $1.5 billion during the years ended December 31,  
2015, 2014 and 2013, respectively.                                          

   Purchases of mortgage loans from third parties were $346 million and $0 for
the years ended December 31, 2015 and 2014, respectively.                   

See "-- Variable Interest Entities" for discussion of "CSEs."           

See "-- Related Party Investment Transactions" for discussion of related
party mortgage loans.                                                       

 Information on commercial, agricultural and residential mortgage loans is
presented in the tables below. Information on commercial mortgage loans held
by CSEs -- FVO is presented in Note 10. The Company elects the FVO for      
 certain commercial mortgage loans and related long-term debt that are managed
on a total return basis.                                                    

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Mortgage Loans, Valuation Allowance and Impaired Loans by Portfolio Segment   

  Mortgage loans by portfolio segment, by method of evaluation of credit loss,
impaired mortgage loans including those modified in a troubled debt           
restructuring, and the related valuation allowances, were as follows at and   
for the years ended:                                                          

                                                        [Enlarge/Download Table]

                                                                                             Evaluated Collectively for
                                 Evaluated Individually for Credit Losses                        Credit Losses         
                   ------------------------------------------------------------------------- --------------------------
                      Impaired Loans with a Valuation     Impaired Loans without a Valuation                           
                                 Allowance                          Allowance                                          
                   -------------------------------------- ----------------------------------                           

                   Unpaid Principal  Recorded  Valuation  Unpaid Principal     Recorded       Recorded     Valuation   
                       Balance      Investment Allowances     Balance         Investment     Investment    Allowances  
                   ---------------- ---------- ---------- ----------------   -------------   ----------    ----------  
                                                                             (In millions)                             
                                                                                                                       
December 31, 2015                                                                                                      
Commercial........            $  --      $  --     $   --           $   --          $   --    $   5,331        $   28  
Agricultural......                4          3         --               --              --        1,457             5  
Residential.......               --         --         --               --              --          335             3  
                   ---------------- ---------- ---------- ----------------   -------------   ----------    ----------  
Total.............            $   4      $   3     $   --           $   --          $   --    $   7,123        $   36  
                   ================ ========== ========== ================   =============   ==========    ==========  
December 31, 2014                                                                                                      
Commercial........            $  --      $  --     $   --           $   --          $   --    $   4,281        $   21  
Agricultural......                4          3         --               --              --        1,300             4  
Residential.......               --         --         --               --              --           --            --  
                   ---------------- ---------- ---------- ----------------   -------------   ----------    ----------  
Total.............            $   4      $   3     $   --           $   --          $   --    $   5,581        $   25  
                   ================ ========== ========== ================   =============   ==========    ==========  
                                                                [Download Table]


                     Impaired Loans   
                   -------------------

                             Average  
                   Carrying  Recorded 
                    Value   Investment
                   -------- ----------

                                      
December 31, 2015                     
Commercial........    $  --     $   --
Agricultural......        3          3
Residential.......       --         --
                   -------- ----------
Total.............    $   3     $    3
                   ======== ==========
December 31, 2014                     
Commercial........    $  --     $   43
Agricultural......        3          3
Residential.......       --         --
                   -------- ----------
Total.............    $   3     $   46
                   ======== ==========

The average recorded investment for impaired commercial, agricultural and 
residential mortgage loans was $73 million, $2 million and $0, respectively,  
for the year ended December 31, 2013.                                         

Valuation Allowance Rollforward by Portfolio Segment                          

  The changes in the valuation allowance, by portfolio segment, were as follows:

                                                                [Download Table]

                              Commercial Agricultural Residential Total
                              ---------- ------------ ----------- -----
                                              (In millions)            
                                                                       
Balance at January 1, 2013...      $  34          $ 3         $-- $  37
Provision (release)..........        (3)            1          --   (2)
                              ---------- ------------ ----------- -----
Balance at December 31, 2013.         31            4          --    35
Provision (release)..........       (10)           --          --  (10)
                              ---------- ------------ ----------- -----
Balance at December 31, 2014.         21            4          --    25
Provision (release)..........          7            1           3    11
                              ---------- ------------ ----------- -----
Balance at December 31, 2015.      $  28          $ 5         $ 3 $  36
                              ========== ============ =========== =====

Valuation Allowance Methodology                                             

Mortgage loans are considered to be impaired when it is probable that,  
based upon current information and events, the Company will be unable to    
collect all amounts due under the loan agreement. Specific valuation        
 allowances are established using the same methodology for all three portfolio
segments as the excess carrying value of a loan over either (i) the present 
value of expected future cash flows discounted at the loan's original       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

effective interest rate, (ii) the estimated fair value of the loan's        
underlying collateral if the loan is in the process of foreclosure or       
otherwise collateral dependent, or (iii) the loan's observable market price.
 A common evaluation framework is used for establishing non-specific valuation
allowances for all loan portfolio segments; however, a separate non-specific
valuation allowance is calculated and maintained for each loan portfolio    
segment that is based on inputs unique to each loan portfolio segment.      
Non-specific valuation allowances are established for pools of loans with   
similar risk characteristics where a property-specific or market-specific   
risk has not been identified, but for which the Company expects to incur a  
credit loss. These evaluations are based upon several loan portfolio        
 segment-specific factors, including the Company's experience for loan losses,
 defaults and loss severity, and loss expectations for loans with similar risk
characteristics. These evaluations are revised as conditions change and new 
information becomes available.                                              

Commercial and Agricultural Mortgage Loan Portfolio Segments                

The Company typically uses several years of historical experience in    
establishing non-specific valuation allowances which captures multiple      
 economic cycles. For evaluations of commercial mortgage loans, in addition to
historical experience, management considers factors that include the impact 
of a rapid change to the economy, which may not be reflected in the loan    
portfolio, and recent loss and recovery trend experience as compared to     
historical loss and recovery experience. For evaluations of agricultural    
mortgage loans, in addition to historical experience, management considers  
factors that include increased stress in certain sectors, which may be      
evidenced by higher delinquency rates, or a change in the number of higher  
 risk loans. On a quarterly basis, management incorporates the impact of these
current market events and conditions on historical experience in determining
the non-specific valuation allowance established for commercial and         
agricultural mortgage loans.                                                

All commercial mortgage loans are reviewed on an ongoing basis which may
 include an analysis of the property financial statements and rent roll, lease
rollover analysis, property inspections, market analysis, estimated         
valuations of the underlying collateral, loan-to-value ratios, debt service 
coverage ratios, and tenant creditworthiness. The monitoring process focuses
on higher risk loans, which include those that are classified as            
restructured, delinquent or in foreclosure, as well as loans with higher    
 loan-to-value ratios and lower debt service coverage ratios. All agricultural
mortgage loans are monitored on an ongoing basis. The monitoring process for
agricultural mortgage loans is generally similar to the commercial mortgage 
 loan monitoring process, with a focus on higher risk loans, including reviews
on a geographic and property-type basis. Higher risk loans are reviewed     
individually on an ongoing basis for potential credit loss and specific     
valuation allowances are established using the methodology described above. 
Quarterly, the remaining loans are reviewed on a pool basis by aggregating  
groups of loans that have similar risk characteristics for potential credit 
loss, and non-specific valuation allowances are established as described    
above using inputs that are unique to each segment of the loan portfolio.   

  For commercial mortgage loans, the primary credit quality indicator is the
 debt service coverage ratio, which compares a property's net operating income
to amounts needed to service the principal and interest due under the loan. 
Generally, the lower the debt service coverage ratio, the higher the risk of
experiencing a credit loss. The Company also reviews the loan-to-value ratio
of its commercial mortgage loan portfolio. Loan-to-value ratios compare the 
unpaid principal balance of the loan to the estimated fair value of the     
underlying collateral. Generally, the higher the loan-to-value ratio, the   
higher the risk of experiencing a credit loss. The debt service coverage    
ratio and the values utilized in calculating the ratio are updated annually 
on a rolling basis, with a                                                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

 portion of the portfolio updated each quarter. In addition, the loan-to-value
ratio is routinely updated for all but the lowest risk loans as part of the 
Company's ongoing review of its commercial mortgage loan portfolio.         

For agricultural mortgage loans, the Company's primary credit quality   
 indicator is the loan-to-value ratio. The values utilized in calculating this
 ratio are developed in connection with the ongoing review of the agricultural
mortgage loan portfolio and are routinely updated.                          

Residential Mortgage Loan Portfolio Segment                                 

   The Company's residential mortgage loan portfolio is comprised primarily of
closed end, amortizing residential mortgage loans. For evaluations of       
 residential mortgage loans, the key inputs of expected frequency and expected
loss reflect current market conditions, with expected frequency adjusted,   
when appropriate, for differences from market conditions and the Company's  
historical experience of affiliates of the Company. In contrast to the      
commercial and agricultural mortgage loan portfolios, residential mortgage  
loans are smaller-balance homogeneous loans that are collectively evaluated 
for impairment. Non-specific valuation allowances are established using the 
evaluation framework described above for pools of loans with similar risk   
 characteristics from inputs that are unique to the residential segment of the
loan portfolio. Loan specific valuation allowances are only established on  
residential mortgage loans when they have been restructured and are         
established using the methodology described above for all loan portfolio    
segments.                                                                   

For residential mortgage loans, the Company's primary credit quality    
indicator is whether the loan is performing or nonperforming. The Company   
generally defines nonperforming residential mortgage loans as those that are
60 or more days past due and/or in non-accrual status which is assessed     
monthly. Generally, nonperforming residential mortgage loans have a higher  
risk of experiencing a credit loss.                                         

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Credit Quality of Commercial Mortgage Loans                                   

The credit quality of commercial mortgage loans was as follows at:        

                                                        [Enlarge/Download Table]

                                   Recorded Investment                                   
                      ----------------------------------------------                     
                       Debt Service Coverage Ratios                    Estimated         
                      ------------------------------          % of       Fair      % of  
                      > 1.20x  1.00x - 1.20x < 1.00x  Total   Total      Value     Total 
                      -------- ------------- ------- -------- ------ ------------- ------
                                   (In millions)                     (In millions)       
                                                                                         
December 31, 2015                                                                        
Loan-to-value ratios                                                                     
Less than 65%........ $  4,659    $  151     $   100 $  4,910  92.1%   $  5,124     92.6%
65% to 75%...........      330        --           8      338    6.3        330       6.0
76% to 80%...........       --        --          --       --     --         --        --
Greater than 80%.....       44        25          14       83    1.6         80       1.4
                      -------- ------------- ------- -------- ------ ------------- ------
 Total............... $  5,033    $  176     $   122 $  5,331 100.0%   $  5,534    100.0%
                      ======== ============= ======= ======== ====== ============= ======
December 31, 2014                                                                        
Loan-to-value ratios                                                                     
Less than 65%........ $  3,668    $  267     $   125 $  4,060  94.8%   $  4,431     95.1%
65% to 75%...........      113        14          --      127    3.0        134       2.9
76% to 80%...........        9        --          --        9    0.2         10       0.2
Greater than 80%.....       45        26          14       85    2.0         83       1.8
                      -------- ------------- ------- -------- ------ ------------- ------
 Total............... $  3,835    $  307     $   139 $  4,281 100.0%   $  4,658    100.0%
                      ======== ============= ======= ======== ====== ============= ======

Credit Quality of Agricultural Mortgage Loans                                 

The credit quality of agricultural mortgage loans was as follows at:      

                                                                [Download Table]

                                      December 31,                 
                      ---------------------------------------------
                               2015                   2014         
                      ---------------------- ----------------------
                        Recorded     % of      Recorded     % of   
                       Investment    Total    Investment    Total  
                      ------------- -------- ------------- --------
                      (In millions)          (In millions)         
                                                                   
Loan-to-value ratios                                               
Less than 65%........   $  1,366       93.6%   $  1,239       95.1%
65% to 75%...........         94         6.4         64         4.9
                      ------------- -------- ------------- --------
 Total...............   $  1,460      100.0%   $  1,303      100.0%
                      ============= ======== ============= ========

  The estimated fair value of agricultural mortgage loans was $1.5 billion and
$1.4 billion at December 31, 2015 and 2014, respectively.                     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Credit Quality of Residential Mortgage Loans                                  

As of December 31, 2015, the Company had residential mortgage loans with a  
recorded investment of $335 million, $331 million of which was classified as    
performing. The estimated fair value of all residential mortgage loans was $345 
million at December 31, 2015. The Company did not hold any residential mortgage 
loans at December 31, 2014.                                                     

Past Due and Interest Accrual Status of Mortgage Loans                        

The Company has a high quality, well performing, mortgage loan portfolio,   
with 99% of all mortgage loans classified as performing at both December 31,    
2015 and 2014. The Company defines delinquency consistent with industry         
practice, when mortgage loans are past due as follows: commercial and           
residential mortgage loans -- 60 days and agricultural mortgage loans -- 90     
days. The Company had no commercial or agricultural mortgage loans past due and 
no commercial or agricultural mortgage loans in non-accrual status at either    
December 31, 2015, or 2014. The recorded investment of residential mortgage     
loans past due and in non-accrual status was $4 million at December 31, 2015.   

Mortgage Loans Modified in a Troubled Debt Restructuring                      

 The Company may grant concessions related to borrowers experiencing financial
difficulties, which are classified as troubled debt restructurings. Generally,  
the types of concessions include: reduction of the contractual interest rate,   
extension of the maturity date at an interest rate lower than current market    
interest rates, and/or a reduction of accrued interest. The amount, timing and  
extent of the concession granted is considered in determining any impairment or 
changes in the specific valuation allowance. During the years ended             
December 31, 2015 and 2014, there were no mortgage loans modified in a troubled 
debt restructuring.                                                             

Other Invested Assets                                                           

 Other invested assets is comprised primarily of freestanding derivatives with
positive estimated fair values (see Note 9), funds withheld, operating joint    
venture, tax credit and renewable energy partnerships and leveraged leases.     

Tax Credit Partnerships                                                       

 The carrying value of tax credit partnerships was $42 million and $39 million
at December 31, 2015 and 2014, respectively. Net investment income (loss) from  
tax credit partnerships were ($1) million, $3 million, and ($1) million for the 
years ended December 31, 2015, 2014 and 2013, respectively.                     

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Leveraged Leases                                                              

Investment in leveraged leases consisted of the following at:             

                                                        [Enlarge/Download Table]

                                                                        December 31,    
                                                                     -------------------
                                                                       2015      2014   
                                                                     --------- ---------
                                                                        (In millions)   
                                                                                        
Rental receivables, net............................................. $      90 $      92
Estimated residual values...........................................        14        14
                                                                     --------- ---------
   Subtotal.........................................................       104       106
Unearned income.....................................................      (33)      (34)
                                                                     --------- ---------
       Investment in leveraged leases, net of non-recourse debt..... $      71 $      72
                                                                     ========= =========

Rental receivables are generally due in periodic installments. The payment  
periods for leveraged leases range from one to 17 years. For rental             
receivables, the primary credit quality indicator is whether the rental         
receivable is performing or nonperforming, which is assessed monthly. The       
Company generally defines nonperforming rental receivables as those that are 90 
days or more past due. At December 31, 2015 and 2014, all rental receivables    
were performing.                                                                

 The deferred income tax liability related to leveraged leases was $76 million
and $71 million at December 31, 2015 and 2014, respectively.                    

Cash Equivalents                                                                

The carrying value of cash equivalents, which includes securities and other 
investments with an original or remaining maturity of three months or less at   
the time of purchase, was $1.1 billion and $681 million at December 31, 2015    
and 2014, respectively.                                                         

Net Unrealized Investment Gains (Losses)                                        

Unrealized investment gains (losses) on fixed maturity and equity securities
AFS and the effect on DAC, VOBA, DSI and future policy benefits, that would     
result from the realization of the unrealized gains (losses), are included in   
net unrealized investment gains (losses) in AOCI.                               

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

 The components of net unrealized investment gains (losses), included in AOCI,
were as follows:                                                                

                                                        [Enlarge/Download Table]

                                                                          Years Ended December 31,   
                                                                        -----------------------------
                                                                          2015       2014       2013 
                                                                        -------- ------------- ------
                                                                                 (In millions)       
                                                                                                     
Fixed maturity securities.............................................. $  2,265   $  4,311    $1,884
Fixed maturity securities with noncredit OTTI losses in AOCI...........     (19)       (34)      (45)
                                                                        -------- ------------- ------
 Total fixed maturity securities.......................................    2,246      4,277     1,839
Equity securities......................................................       54         69        13
Derivatives............................................................      368        282        38
Other..................................................................       78          9      (71)
                                                                        -------- ------------- ------
 Subtotal..............................................................    2,746      4,637     1,819
                                                                        -------- ------------- ------
Amounts allocated from:                                                                              
 Future policy benefits................................................     (56)      (503)        --
 DAC and VOBA related to noncredit OTTI losses recognized in                                         
   AOCI................................................................      (1)        (2)        --
 DAC, VOBA and DSI.....................................................    (198)      (403)     (287)
                                                                        -------- ------------- ------
   Subtotal............................................................    (255)      (908)     (287)
Deferred income tax benefit (expense) related to noncredit OTTI losses                               
  recognized in AOCI...................................................        7         12        15
Deferred income tax benefit (expense)..................................    (844)    (1,308)     (606)
                                                                        -------- ------------- ------
 Net unrealized investment gains (losses).............................. $  1,654   $  2,433    $  941
                                                                        ======== ============= ======

The changes in fixed maturity securities with noncredit OTTI losses included
in AOCI were as follows:                                                        

                                                                [Download Table]

                                                         Years Ended December 31,
                                                         ------------------------
                                                            2015         2014    
                                                         -----------  ---------- 
                                                             (In millions)       
                                                                                 
Balance at January 1,................................... $      (34)  $     (45) 
Noncredit OTTI losses and subsequent changes recognized.           9           6 
Securities sold with previous noncredit OTTI loss.......          17           9 
Subsequent changes in estimated fair value..............        (11)         (4) 
                                                         -----------  ---------- 
Balance at December 31,................................. $      (19)  $     (34) 
                                                         ===========  ========== 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

The changes in net unrealized investment gains (losses) were as follows:    

                                                        [Enlarge/Download Table]

                                                                       Years Ended December 31,   
                                                                    ------------------------------
                                                                       2015      2014      2013   
                                                                    ---------- -------- ----------
                                                                            (In millions)         
                                                                                                  
Balance at January 1,.............................................. $    2,433 $    941 $    2,569
Fixed maturity securities on which noncredit OTTI losses have been                                
  recognized.......................................................         15       11         25
Unrealized investment gains (losses) during the year...............    (1,906)    2,807    (3,601)
Unrealized investment gains (losses) relating to:                                                 
 Future policy benefits............................................        447    (503)        740
 DAC and VOBA related to noncredit OTTI losses recognized in                                      
   AOCI............................................................          1      (2)        (5)
 DAC, VOBA and DSI.................................................        205    (116)        403
 Deferred income tax benefit (expense) related to noncredit OTTI                                  
   losses recognized in AOCI.......................................        (5)      (3)        (7)
 Deferred income tax benefit (expense).............................        464    (702)        817
                                                                    ---------- -------- ----------
Balance at December 31,............................................ $    1,654 $  2,433 $      941
                                                                    ========== ======== ==========
 Change in net unrealized investment gains (losses)................ $    (779) $  1,492 $  (1,628)
                                                                    ========== ======== ==========

Concentrations of Credit Risk                                                   

There were no investments in any counterparty that were greater than 10% of 
the Company's stockholder's equity, other than the U.S. government and its      
agencies, at both December 31, 2015 and 2014.                                   

Securities Lending                                                              

Elements of the securities lending program are presented below at:          

                                                                [Download Table]

                                                            December 31,     
                                                        ---------------------
                                                           2015       2014   
                                                        ---------- ----------
                                                            (In millions)    
                                                                             
Securities on loan: (1)                                                      
 Amortized cost........................................ $    8,047 $    5,748
 Estimated fair value.................................. $    8,830 $    6,703
Cash collateral on deposit from counterparties (2)..... $    8,981 $    6,781
Security collateral on deposit from counterparties (3). $       23 $       60
Reinvestment portfolio -- estimated fair value......... $    8,938 $    6,846

--------                                                                        

(1)Included within fixed maturity securities and short-term investments.        

(2)Included within payables for collateral under securities loaned and other    
transactions.                                                             

(3)Security collateral on deposit from counterparties may not be sold or        
re-pledged, unless the counterparty is in default, and is not reflected on
the consolidated financial statements.                                    

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Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

The cash collateral liability by loaned security type and remaining tenor of
the agreements were as follows at:                                              

                                                        [Enlarge/Download Table]

                                                           December 31, 2015                              
                                     -------------------------------------------------------------------- 
                                     Remaining Tenor of Securities Lending Agreements                     
                                     ------------------------------------------------                     
                                      Open (1)     1 Month or Less    1 to 6 Months     Total   % of Total
                                      ----------   ---------------    -------------   --------- ----------
                                                             (In millions)                                
                                                                                                          
Cash collateral liability by loaned                                                                       
  security type                                                                                           
U.S. Treasury and agency............ $    2,631      $    3,140        $    1,338     $   7,109    79.1%  
Agency RMBS.........................         --             939               579         1,518    16.9   
U.S. corporate......................          9             302                --           311     3.5   
Foreign government..................          1              42                --            43     0.5   
Foreign corporate...................         --              --                --            --      --   
                                      ----------     ----------        ----------     ---------   -----   
 Total.............................. $    2,641      $    4,423        $    1,917     $   8,981   100.0%  
                                      ==========     ==========        ==========     =========   =====   

                                                        [Enlarge/Download Table]

                                                           December 31, 2014                               
                                     --------------------------------------------------------------------- 
                                     Remaining Tenor of Securities Lending Agreements                      
                                     ------------------------------------------------                      
                                      Open (1)     1 Month or Less    1 to 6 Months     Total    % of Total
                                      ----------   ---------------    -------------   ---------- ----------
                                                             (In millions)                                 
                                                                                                           
Cash collateral liability by loaned                                                                        
  security type                                                                                            
U.S. Treasury and agency............ $    2,618      $    2,611         $    822      $    6,051    89.2%  
Agency RMBS.........................         --              95              542             637     9.4   
U.S. corporate......................          7              35               --              42     0.6   
Foreign government..................          7              --               --               7     0.1   
Foreign corporate...................         22              22               --              44     0.7   
                                      ----------     ----------         --------      ----------   -----   
 Total.............................. $    2,654      $    2,763         $  1,364      $    6,781   100.0%  
                                      ==========     ==========         ========      ==========   =====   

--------                                                                        

(1)The related loaned security could be returned to the Company on the next     
 business day which would require the Company to immediately return the cash
collateral.                                                               

If the Company is required to return significant amounts of cash collateral 
on short notice and is forced to sell securities to meet the return obligation, 
it may have difficulty selling such collateral that is invested in securities   
in a timely manner, be forced to sell securities in a volatile or illiquid      
market for less than what otherwise would have been realized under normal       
market conditions, or both. The estimated fair value of the securities on loan  
related to the cash collateral on open at December 31, 2015 was $2.6 billion,   
over 99% of which were U.S. Treasury and agency securities which, if put back   
to the Company, could be immediately sold to satisfy the cash requirement.      

The reinvestment portfolio acquired with the cash collateral consisted      
principally of fixed maturity securities (including agency RMBS, U.S. Treasury  
and agency, ABS, non-agency RMBS and U.S. corporate securities) with 51%        
invested in agency RMBS, U.S. Treasury and agency, cash equivalents, short-term 
investments or held in cash. If the securities on loan or the reinvestment      
portfolio become less liquid, the Company has the liquidity resources of most   
of its general account available to meet any potential cash demands when        
securities on loan are put back to the Company.                                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Invested Assets on Deposit, Held in Trust and Pledged as Collateral             

Invested assets on deposit, held in trust and pledged as collateral are     
presented below at estimated fair value for all asset classes, except mortgage  
loans, which are presented at carrying value at:                                

                                                        [Enlarge/Download Table]

                                                                                 December 31,     
                                                                             ---------------------
                                                                                2015       2014   
                                                                             ---------- ----------
                                                                                 (In millions)    
                                                                                                  
Invested assets on deposit (regulatory deposits) (1)........................ $    7,245 $    7,334
Invested assets held in trust (reinsurance agreements) (2)..................        952        936
Invested assets pledged as collateral (3)...................................      2,801      3,174
                                                                             ---------- ----------
 Total invested assets on deposit, held in trust, and pledged as collateral. $   10,998 $   11,444
                                                                             ========== ==========

--------                                                                        

(1)See Note 3 for information about invested assets that became restricted in   
2014 in connection with MetLife Insurance Company of Connecticut's        
withdrawal of its New York license.                                       

(2)The Company has held in trust certain investments, primarily fixed maturity  
securities, in connection with certain reinsurance transactions.          

(3)The Company has pledged invested assets in connection with various           
agreements and transactions, including funding agreements (see Note 5) and
derivative transactions (see Note 9).                                     

See "-- Securities Lending" for information regarding securities on loan.   

Purchased Credit Impaired Investments                                           

Investments acquired with evidence of credit quality deterioration since    
origination and for which it is probable at the acquisition date that the       
Company will be unable to collect all contractually required payments are       
classified as purchased credit impaired ("PCI") investments. For each           
investment, the excess of the cash flows expected to be collected as of the     
acquisition date over its acquisition date fair value is referred to as the     
accretable yield and is recognized as net investment income on an effective     
yield basis. If subsequently, based on current information and events, it is    
probable that there is a significant increase in cash flows previously expected 
to be collected or if actual cash flows are significantly greater than cash     
flows previously expected to be collected, the accretable yield is adjusted     
prospectively. The excess of the contractually required payments (including     
interest) as of the acquisition date over the cash flows expected to be         
collected as of the acquisition date is referred to as the nonaccretable        
difference, and this amount is not expected to be realized as net investment    
income. Decreases in cash flows expected to be collected can result in OTTI.    

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

The Company's PCI fixed maturity securities were as follows at:             

                                                                [Download Table]

                                                    December 31,     
                                                ---------------------
                                                   2015       2014   
                                                ---------- ----------
                                                    (In millions)    
                                                                     
Outstanding principal and interest balance (1). $    1,224 $      653
Carrying value (2)............................. $      911 $      504

--------                                                                        

(1)Represents the contractually required payments, which is the sum of          
contractual principal, whether or not currently due, and accrued interest.

(2)Estimated fair value plus accrued interest.                                  

The following table presents information about PCI fixed maturity securities
acquired during the periods indicated:                                          

                                                                [Download Table]

                                                      Years Ended December 31,
                                                      ------------------------
                                                         2015         2014    
                                                       ----------  ---------- 
                                                          (In millions)       
                                                                              
Contractually required payments (including interest). $      785   $      102 
Cash flows expected to be collected (1).............. $      698   $       78 
Fair value of investments acquired................... $      512   $       54 

--------                                                                        

(1)Represents undiscounted principal and interest cash flow expectations, at    
the date of acquisition.                                                  

The following table presents activity for the accretable yield on PCI fixed 
maturity securities for:                                                        

                                                                [Download Table]

                                                     Years Ended December 31,
                                                     ------------------------
                                                        2015         2014    
                                                      ----------  ---------- 
                                                         (In millions)       
                                                                             
Accretable yield, January 1,........................ $      251   $      315 
Investments purchased...............................        186           24 
Accretion recognized in earnings....................       (48)         (25) 
Disposals...........................................        (8)         (13) 
Reclassification (to) from nonaccretable difference.         19         (50) 
                                                     ----------   ---------- 
Accretable yield, December 31,...................... $      400   $      251 
                                                     ==========   ========== 

Collectively Significant Equity Method Investments                              

The Company holds investments in real estate joint ventures, real estate    
funds and other limited partnership interests consisting of leveraged buy-out   
funds, hedge funds, private equity funds, joint ventures and other funds. The   
portion of these investments accounted for under the equity method had a        
carrying value of $2.6 billion at December 31, 2015. The Company's maximum      
exposure to loss related to these equity method investments is                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

limited to the carrying value of these investments plus unfunded commitments of 
$791 million at December 31, 2015. Except for certain real estate joint         
ventures, the Company's investments in real estate funds and other limited      
partnership interests are generally of a passive nature in that the Company     
does not participate in the management of the entities.                         

As described in Note 1, the Company generally records its share of earnings 
in its equity method investments using a three-month lag methodology and within 
net investment income. Aggregate net investment income from these equity method 
investments exceeded 10% of the Company's consolidated pre-tax income (loss)    
for the three most recent annual periods: 2015, 2014 and 2013. This aggregated  
summarized financial data does not represent the Company's proportionate share  
of the assets, liabilities, or earnings of such entities.                       

The aggregated summarized financial data presented below reflects the latest
available financial information and is as of, and for, the years ended          
December 31, 2015, 2014 and 2013. Aggregate total assets of these entities      
totaled $294.3 billion and $264.7 billion at December 31, 2015 and 2014,        
respectively. Aggregate total liabilities of these entities totaled $46.3       
billion and $23.2 billion at December 31, 2015 and 2014, respectively.          
Aggregate net income (loss) of these entities totaled $13.7 billion, $25.1      
billion and $20.9 billion for the years ended December 31, 2015, 2014 and 2013, 
respectively. Aggregate net income (loss) from the underlying entities in which 
the Company invests is primarily comprised of investment income, including      
recurring investment income and realized and unrealized investment gains        
(losses).                                                                       

Variable Interest Entities                                                      

The Company has invested in certain structured transactions (including CSEs)
that are VIEs. In certain instances, the Company holds both the power to direct 
the most significant activities of the entity, as well as an economic interest  
in the entity and, as such, is deemed to be the primary beneficiary or          
consolidator of the entity.                                                     

The determination of the VIE's primary beneficiary requires an evaluation of
the contractual and implied rights and obligations associated with each party's 
relationship with or involvement in the entity, an estimate of the entity's     
expected losses and expected residual returns and the allocation of such        
estimates to each party involved in the entity. The Company generally uses a    
qualitative approach to determine whether it is the primary beneficiary.        
However, for VIEs that are investment companies or apply measurement principles 
consistent with those utilized by investment companies, the primary beneficiary 
is based on a risks and rewards model and is defined as the entity that will    
absorb a majority of a VIE's expected losses, receive a majority of a VIE's     
expected residual returns if no single entity absorbs a majority of expected    
losses, or both. The Company reassesses its involvement with VIEs on a          
quarterly basis. The use of different methodologies, assumptions and inputs in  
the determination of the primary beneficiary could have a material effect on    
the amounts presented within the consolidated financial statements.             

Consolidated VIEs                                                             

Creditors or beneficial interest holders of VIEs where the Company is the   
primary beneficiary have no recourse to the general credit of the Company, as   
the Company's obligation to the VIEs is limited to the amount of its committed  
investment.                                                                     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

The following table presents the total assets and total liabilities relating
to VIEs for which the Company has concluded that it is the primary beneficiary  
and which are consolidated at December 31, 2015 and 2014.                       

                                                                [Download Table]

                                               December 31,   
                                             -----------------
                                               2015     2014  
                                             -------- --------
                                               (In millions)  
                                                              
CSEs: (1)                                                     
Assets:                                                       
 Mortgage loans (commercial mortgage loans). $    172 $    280
 Accrued investment income..................        1        2
                                             -------- --------
   Total assets............................. $    173 $    282
                                             ======== ========
Liabilities:                                                  
 Long-term debt............................. $     48 $    139
 Other liabilities..........................        1        1
                                             -------- --------
   Total liabilities........................ $     49 $    140
                                             ======== ========

--------                                                                        

(1)The Company consolidates entities that are structured as CMBS. The assets of 
 these entities can only be used to settle their respective liabilities, and
under no circumstances is the Company liable for any principal or interest
shortfalls should any arise. The Company's exposure was limited to that of
 its remaining investment in these entities of $105 million and $123 million
at estimated fair value at December 31, 2015 and 2014, respectively. The  
  long-term debt bears interest primarily at fixed rates ranging from 2.25% to
5.57%, payable primarily on a monthly basis. Interest expense related to  
these obligations, included in other expenses, was $8 million, $36 million
and $122 million for the years ended December 31, 2015, 2014 and 2013,    
respectively.                                                             

Unconsolidated VIEs                                                           

The carrying amount and maximum exposure to loss relating to VIEs in which
the Company holds a significant variable interest but is not the primary      
beneficiary and which have not been consolidated were as follows at:          

                                                        [Enlarge/Download Table]

                                                                December 31,                
                                                 -------------------------------------------
                                                         2015                  2014         
                                                 --------------------- ---------------------
                                                             Maximum               Maximum  
                                                 Carrying   Exposure   Carrying   Exposure  
                                                  Amount   to Loss (1)  Amount   to Loss (1)
                                                 --------- ----------- --------- -----------
                                                                (In millions)               
                                                                                            
Fixed maturity securities AFS:                                                              
 Structured securities (RMBS, ABS and CMBS) (2). $  13,453  $  13,453  $   9,322  $   9,322 
 U.S. and foreign corporate.....................       461        461        526        526 
Other limited partnership interests.............     1,367      1,647      1,774      2,162 
Other investments (3)...........................        92        100        103        117 
                                                 --------- ----------- --------- -----------
   Total........................................ $  15,373  $  15,661  $  11,725  $  12,127 
                                                 ========= =========== ========= ===========

--------                                                                        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (Continued) 

8. Investments (continued)                                                      

(1)The maximum exposure to loss relating to fixed maturity and equity           
  securities AFS is equal to their carrying amounts or the carrying amounts of
retained interests. The maximum exposure to loss relating to other limited
partnership interests and real estate joint ventures is equal to the      
carrying amounts plus any unfunded commitments. For certain of its        
  investments in other invested assets, the Company's return is in the form of
income tax credits which are guaranteed by creditworthy third parties. For
such investments, the maximum exposure to loss is equal to the carrying   
amounts plus any unfunded commitments, reduced by income tax credits      
guaranteed by third parties of less than $1 million at both December 31,  
2015 and 2014. Such a maximum loss would be expected to occur only upon   
bankruptcy of the issuer or investee.                                     

(2)For these variable interests, the Company's involvement is limited to that   
of a passive investor in mortgage-backed or asset-backed securities issued
by trusts that do not have substantial equity.                            

(3)Other investments is comprised of real estate joint ventures, other invested 
assets and non-redeemable preferred stock.                                

As described in Note 16, the Company makes commitments to fund partnership  
investments in the normal course of business. Excluding these commitments, the  
Company did not provide financial or other support to investees designated as   
VIEs during the years ended December 31, 2015, 2014 and 2013.                   

Net Investment Income                                                           

The components of net investment income were as follows:                    

                                                                [Download Table]

                                                          Years Ended December 31,
                                                          ------------------------
                                                           2015     2014    2013  
                                                           ------  ------  ------ 
                                                             (In millions)        
                                                                                  
Investment income:                                                                
 Fixed maturity securities............................... $2,010   $1,954  $2,235 
 Equity securities.......................................     18       17      13 
 Mortgage loans..........................................    360      337     360 
 Policy loans............................................     54       59      57 
 Real estate and real estate joint ventures..............    108       80      56 
 Other limited partnership interests.....................    134      266     270 
 Cash, cash equivalents and short-term investments.......      8        5       7 
 Operating joint venture.................................     11        2     (5) 
 Other...................................................     11        3     (2) 
                                                           ------  ------  ------ 
   Subtotal..............................................  2,714    2,723   2,991 
 Less: Investment expenses...............................    115      103     124 
                                                           ------  ------  ------ 
   Subtotal, net.........................................  2,599    2,620   2,867 
FVO CSEs -- interest income -- commercial mortgage loans.     16       49     132 
                                                           ------  ------  ------ 
   Subtotal..............................................     16       49     132 
                                                           ------  ------  ------ 
     Net investment income............................... $2,615   $2,669  $2,999 
                                                           ======  ======  ====== 

See "-- Variable Interest Entities" for discussion of CSEs.                 

See "-- Related Party Investment Transactions" for discussion of affiliated 
net investment income and investment expenses.                                  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Net Investment Gains (Losses)                                                   

Components of Net Investment Gains (Losses)                                   

The components of net investment gains (losses) were as follows:            

                                                        [Enlarge/Download Table]

                                                                           Years Ended December 31,
                                                                         --------------------------
                                                                         2015      2014     2013   
                                                                         -----    ------    -----  
                                                                           (In millions)           
                                                                                                   
Total gains (losses) on fixed maturity securities:                                                 
 Total OTTI losses recognized -- by sector and industry:                                           
   U.S. and foreign corporate securities -- by industry:                                           
     Consumer........................................................... $ (8)    $  (2)    $  --  
     Industrial.........................................................   (3)        --       --  
     Transportation.....................................................    --       (2)      (3)  
     Finance............................................................    --        --      (3)  
                                                                         -----    ------    -----  
       Total U.S. and foreign corporate securities......................  (11)       (4)      (6)  
   RMBS.................................................................  (14)       (8)     (14)  
                                                                         -----    ------    -----  
       OTTI losses on fixed maturity securities recognized in                                      
         earnings.......................................................  (25)      (12)     (20)  
 Fixed maturity securities -- net gains (losses) on sales and disposals.  (34)        26       61  
                                                                         -----    ------    -----  
   Total gains (losses) on fixed maturity securities....................  (59)        14       41  
                                                                         -----    ------    -----  
Total gains (losses) on equity securities:                                                         
 Total OTTI losses recognized -- by sector:                                                        
   Common stock.........................................................   (3)       (7)      (2)  
   Non-redeemable preferred stock.......................................    --       (8)      (3)  
                                                                         -----    ------    -----  
       OTTI losses on equity securities recognized in earnings..........   (3)      (15)      (5)  
 Equity securities -- net gains (losses) on sales and disposals.........    18        14       10  
                                                                         -----    ------    -----  
   Total gains (losses) on equity securities............................    15       (1)        5  
                                                                         -----    ------    -----  
 Mortgage loans.........................................................  (11)        17        5  
 Real estate and real estate joint ventures.............................    98       (4)        2  
 Other limited partnership interests....................................   (1)       (9)      (6)  
 Other..................................................................   (2)        43      (2)  
                                                                         -----    ------    -----  
     Subtotal...........................................................    40        60       45  
                                                                         -----    ------    -----  
FVO CSEs:                                                                                          
   Commercial mortgage loans............................................   (7)      (13)     (56)  
   Long-term debt -- related to commercial mortgage loans...............     4        19       88  
Non-investment portfolio gains (losses) (1).............................   (1)     (535)     (50)  
                                                                         -----    ------    -----  
     Subtotal...........................................................   (4)     (529)     (18)  
                                                                         -----    ------    -----  
       Total net investment gains (losses).............................. $  36    $(469)    $  27  
                                                                         =====    ======    =====  

--------                                                                        
(1)Non-investment portfolio gains (losses) for the year ended December 31, 2014 
includes a loss of $608 million related to the disposition of MAL as more 
fully described in Note 4.                                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

See "-- Variable Interest Entities" for discussion of CSEs.               

 See "-- Related Party Investment Transactions" for discussion of affiliated
net investment gains (losses) related to transfers of invested assets to      
affiliates.                                                                   

Gains (losses) from foreign currency transactions included within net     
investment gains (losses) were ($6) million, $66 million and ($59) million for
the years ended December 31, 2015, 2014 and 2013, respectively.               

Sales or Disposals and Impairments of Fixed Maturity and Equity Securities    

Investment gains and losses on sales of securities are determined on a    
specific identification basis. Proceeds from sales or disposals of fixed      
maturity and equity securities and the components of fixed maturity and equity
securities net investment gains (losses) were as shown in the table below.    

                                                                [Download Table]

                                             Years Ended December 31,             
                                --------------------------------------------------
                                  2015     2014     2013    2015    2014    2013  
                                -------- -------- -------- ------- ------- -------
                                Fixed Maturity Securities     Equity Securities   
                                -------------------------- -----------------------
                                                  (In millions)                   
                                                                                  
Proceeds....................... $ 29,937 $ 14,649 $ 11,719 $    80 $    57 $    75
                                ======== ======== ======== ======= ======= =======
Gross investment gains......... $    165 $     84 $    194 $    25 $    15 $    18
Gross investment losses........    (199)     (58)    (133)     (7)     (1)     (8)
OTTI losses....................     (25)     (12)     (20)     (3)    (15)     (5)
                                -------- -------- -------- ------- ------- -------
 Net investment gains (losses). $   (59) $     14 $     41 $    15 $   (1) $     5
                                ======== ======== ======== ======= ======= =======

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

Credit Loss Rollforward                                                       

The table below presents a rollforward of the cumulative credit loss        
component of OTTI loss recognized in earnings on fixed maturity securities      
still held for which a portion of the OTTI loss was recognized in OCI:          

                                                        [Enlarge/Download Table]

                                                                         Years Ended December 31,  
                                                                        ---------------------------
                                                                            2015          2014     
                                                                        ------------- -------------
                                                                               (In millions)       
                                                                                                   
Balance at January 1,.................................................. $          57 $          59
Additions:                                                                                         
 Initial impairments -- credit loss OTTI on securities not previously                              
   impaired............................................................             1            --
 Additional impairments -- credit loss OTTI on securities previously                               
   impaired............................................................            11             7
Reductions:                                                                                        
 Sales (maturities, pay downs or prepayments) of securities previously                             
   impaired as credit loss OTTI........................................          (14)           (9)
 Increase in cash flows -- accretion of previous credit loss OTTI......           (3)            --
                                                                        ------------- -------------
Balance at December 31,................................................ $          52 $          57
                                                                        ============= =============

Related Party Investment Transactions                                           

 The Company transfers invested assets, primarily consisting of fixed maturity
securities, to and from affiliates. Invested assets transferred to and from     
affiliates were as follows:                                                     

                                                        [Enlarge/Download Table]

                                                                       Years Ended December 31,  
                                                                     ----------------------------
                                                                       2015      2014      2013  
                                                                     -------- ---------- --------
                                                                            (In millions)        
                                                                                                 
Estimated fair value of invested assets transferred to affiliates... $    185 $    1,441 $    874
Amortized cost of invested assets transferred to affiliates......... $    169 $    1,362 $    827
Net investment gains (losses) recognized on transfers............... $     16 $       79 $     47
Estimated fair value of invested assets transferred from affiliates. $    928 $      132 $    834

 In 2013, prior to the Mergers, the Company transferred invested assets to and
from MLIC of $739 million and $751 million, respectively, related to the        
establishment of a custodial account to secure certain policyholder             
liabilities, which is included in the table above. See Note 3 for additional    
information on the Mergers.                                                     

In July 2014, prior to the Mergers, the Company sold affiliated loans to    
other affiliates, which were included in other invested assets and in the table 
above, at an estimated fair value totaling $520 million and a $45 million gain  
was recognized in net investment gains (losses). Net investment income from     
these affiliated loans was $13 million and $28 million for the years ended      
December 31, 2014 and 2013, respectively.                                       

The Company had affiliated loans outstanding to wholly-owned real estate    
subsidiaries of an affiliate, MLIC, which were included in mortgage loans, with 
a carrying value of $242 million at December 31, 2014. In August 2015 and       
November 2014, one affiliated loan with a carrying value of $132 million and    
two affiliated loans with                                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

8. Investments (continued)                                                      

a total carrying value of $120 million were repaid in cash prior to maturity.   
The remaining loan with a carrying value of $110 million was repaid in cash     
upon maturity in December 31, 2015. These affiliated loans were secured by      
interests in the real estate subsidiaries, which owned operating real estate    
with an estimated fair value in excess of the affiliated loans. Net investment  
income from these affiliated loans was $8 million, $34 million and $16 million  
for the years ended December 31, 2015, 2014 and 2013, respectively. In          
addition, mortgage loan prepayment income earned from the three repayments      
prior to maturity described above was $31 million and $16 million for the years 
ended December 31, 2015 and 2014, respectively.                                 

The Company receives investment administrative services from an affiliate.  
The related investment administrative service charges were $68 million, $62     
million, and $76 million for years ended December 31, 2015, 2014 and 2013,      
respectively. The Company also had affiliated net investment income of less     
than $1 million for both the years ended December 31, 2015 and 2014 and $1      
million for the year ended December 31, 2013.                                   

 See "-- Mortgage Loans -- Mortgage Loans by Portfolio Segment" for discussion
of mortgage loan participation agreements with affiliate.                       

9. Derivatives                                                                  

Accounting for Derivatives                                                      

See Note 1 for a description of the Company's accounting policies for       
derivatives and Note 10 for information about the fair value hierarchy for      
derivatives.                                                                    

Derivative Strategies                                                           

The Company is exposed to various risks relating to its ongoing business    
operations, including interest rate, foreign currency exchange rate, credit and 
equity market. The Company uses a variety of strategies to manage these risks,  
including the use of derivatives.                                               

Derivatives are financial instruments with values derived from interest     
rates, foreign currency exchange rates, credit spreads and/or other financial   
indices. Derivatives may be exchange-traded or contracted in the                
over-the-counter ("OTC") market. Certain of the Company's OTC derivatives are   
cleared and settled through central clearing counterparties ("OTC-cleared"),    
while others are bilateral contracts between two counterparties                 
("OTC-bilateral"). The types of derivatives the Company uses include swaps,     
forwards, futures and option contracts. To a lesser extent, the Company uses    
credit default swaps to synthetically replicate investment risks and returns    
which are not readily available in the cash market.                             

Interest Rate Derivatives                                                     

The Company uses a variety of interest rate derivatives to reduce its     
exposure to changes in interest rates, including interest rate swaps, caps,   
floors, swaptions, futures and forwards.                                      

  Interest rate swaps are used by the Company primarily to reduce market risks
from changes in interest rates and to alter interest rate exposure arising    
from mismatches between assets and liabilities (duration mismatches). In an   
interest rate swap, the Company agrees with another party to exchange, at     
specified intervals, the                                                      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

difference between fixed rate and floating rate interest amounts as calculated
by reference to an agreed notional amount. The Company utilizes interest rate 
swaps in fair value, cash flow and nonqualifying hedging relationships.       

  The Company purchases interest rate caps and floors primarily to protect its
floating rate liabilities against rises in interest rates above a specified   
level, and against interest rate exposure arising from mismatches between     
assets and liabilities, as well as to protect its minimum rate guarantee      
liabilities against declines in interest rates below a specified level,       
respectively. In certain instances, the Company locks in the economic impact  
of existing purchased caps and floors by entering into offsetting written caps
and floors. The Company utilizes interest rate caps and floors in             
nonqualifying hedging relationships.                                          

In exchange-traded interest rate (Treasury and swap) futures transactions,
the Company agrees to purchase or sell a specified number of contracts, the   
value of which is determined by the different classes of interest rate        
securities, and to post variation margin on a daily basis in an amount equal  
to the difference in the daily market values of those contracts. The Company  
enters into exchange-traded futures with regulated futures commission         
merchants that are members of the exchange. Exchange-traded interest rate     
(Treasury and swap) futures are used primarily to hedge mismatches between the
duration of assets in a portfolio and the duration of liabilities supported by
those assets, to hedge against changes in value of securities the Company owns
or anticipates acquiring, to hedge against changes in interest rates on       
anticipated liability issuances by replicating Treasury or swap curve         
performance, and to hedge minimum guarantees embedded in certain variable     
annuity products offered by the Company. The Company utilizes exchange-traded 
interest rate futures in nonqualifying hedging relationships.                 

Swaptions are used by the Company to hedge interest rate risk associated  
with the Company's long-term liabilities and invested assets. A swaption is an
option to enter into a swap with a forward starting effective date. In certain
instances, the Company locks in the economic impact of existing purchased     
swaptions by entering into offsetting written swaptions. The Company pays a   
premium for purchased swaptions and receives a premium for written swaptions. 
The Company utilizes swaptions in nonqualifying hedging relationships.        
Swaptions are included in interest rate options.                              

The Company enters into interest rate forwards to buy and sell securities.
The price is agreed upon at the time of the contract and payment for such a   
contract is made at a specified future date. The Company utilizes interest    
rate forwards in cash flow hedging relationships.                             

Foreign Currency Exchange Rate Derivatives                                    

  The Company uses foreign currency swaps to reduce the risk from fluctuations
in foreign currency exchange rates associated with its assets and liabilities 
denominated in foreign currencies. In a foreign currency swap transaction, the
Company agrees with another party to exchange, at specified intervals, the    
difference between one currency and another at a fixed exchange rate,         
generally set at inception, calculated by reference to an agreed upon notional
amount. The notional amount of each currency is exchanged at the inception and
termination of the currency swap by each party. The Company utilizes foreign  
currency swaps in fair value, cash flow and nonqualifying hedging             
relationships.                                                                

To a lesser extent, the Company uses foreign currency forwards and        
exchange-traded currency futures in nonqualifying hedging relationships.      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

Credit Derivatives                                                            

The Company enters into purchased credit default swaps to hedge against   
credit-related changes in the value of its investments. In a credit default   
swap transaction, the Company agrees with another party to pay, at specified  
intervals, a premium to hedge credit risk. If a credit event occurs, as       
defined by the contract, the contract may be cash settled or it may be settled
gross by the delivery of par quantities of the referenced investment equal to 
the specified swap notional amount in exchange for the payment of cash amounts
by the counterparty equal to the par value of the investment surrendered.     
Credit events vary by type of issuer but typically include bankruptcy, failure
to pay debt obligations, repudiation, moratorium, involuntary restructuring or
governmental intervention. In each case, payout on a credit default swap is   
triggered only after the Credit Derivatives Determinations Committee of the   
International Swaps and Derivatives Association, Inc. ("ISDA") deems that a   
credit event has occurred. The Company utilizes credit default swaps in       
nonqualifying hedging relationships.                                          

  The Company enters into written credit default swaps to synthetically create
credit investments that are either more expensive to acquire or otherwise     
unavailable in the cash markets. These transactions are a combination of a    
derivative and one or more cash instruments, such as U.S. Treasury securities,
agency securities or other fixed maturity securities. These credit default    
swaps are not designated as hedging instruments.                              

  To a lesser extent, the Company uses credit forwards to lock in the price to
be paid for forward purchases of certain securities. The Company utilizes     
credit forwards in cash flow hedging relationships.                           

Equity Derivatives                                                            

The Company uses a variety of equity derivatives to reduce its exposure to
equity market risk, including equity index options, equity variance swaps,    
exchange-traded equity futures and total rate of return swaps ("TRRs").       

Equity index options are used by the Company primarily to hedge minimum   
guarantees embedded in certain variable annuity products offered by the       
Company. To hedge against adverse changes in equity indices, the Company      
enters into contracts to sell the equity index within a limited time at a     
contracted price. The contracts will be net settled in cash based on          
differentials in the indices at the time of exercise and the strike price.    
Certain of these contracts may also contain settlement provisions linked to   
interest rates. In certain instances, the Company may enter into a combination
of transactions to hedge adverse changes in equity indices within a           
pre-determined range through the purchase and sale of options. The Company    
utilizes equity index options in nonqualifying hedging relationships.         

Equity variance swaps are used by the Company primarily to hedge minimum  
guarantees embedded in certain variable annuity products offered by the       
Company. In an equity variance swap, the Company agrees with another party to 
exchange amounts in the future, based on changes in equity volatility over a  
defined period. The Company utilizes equity variance swaps in nonqualifying   
hedging relationships.                                                        

In exchange-traded equity futures transactions, the Company agrees to     
purchase or sell a specified number of contracts, the value of which is       
determined by the different classes of equity securities, and to post         
variation margin on a daily basis in an amount equal to the difference in the 
daily market values of those contracts. The Company enters into               
exchange-traded futures with regulated futures commission merchants that are  
members of                                                                    

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

the exchange. Exchange-traded equity futures are used primarily to hedge      
minimum guarantees embedded in certain variable annuity products offered by   
the Company. The Company utilizes exchange-traded equity futures in           
nonqualifying hedging relationships.                                          

  TRRs are swaps whereby the Company agrees with another party to exchange, at
specified intervals, the difference between the economic risk and reward of an
asset or a market index and the LIBOR, calculated by reference to an agreed   
notional amount. No cash is exchanged at the outset of the contract. Cash is  
paid and received over the life of the contract based on the terms of the     
swap. The Company uses TRRs to hedge its equity market guarantees in certain  
of its insurance products. TRRs can be used as hedges or to synthetically     
create investments. The Company utilizes TRRs in nonqualifying hedging        
relationships.                                                                

Primary Risks Managed by Derivatives                                            

The following table presents the gross notional amount, estimated fair value
and primary underlying risk exposure of the Company's derivatives, excluding    
embedded derivatives, held at:                                                  

                                                        [Enlarge/Download Table]

                                                                                      December 31,                          
                                                             ---------------------------------------------------------------
                                                                          2015                            2014              
                                                             ------------------------------- -------------------------------
                                                                        Estimated Fair Value            Estimated Fair Value
                                                                        --------------------            --------------------
                                                               Gross                           Gross                        
                                                              Notional                        Notional                      
                           Primary Underlying Risk Exposure    Amount    Assets  Liabilities   Amount    Assets  Liabilities
                           --------------------------------  ---------- -------- ----------- ---------- -------- -----------
                                                                                      (In millions)                         
Derivatives Designated as Hedging Instruments                                                                               
                                                                                                                            
Fair value hedges:                                                                                                          
  Interest rate swaps..... Interest rate.................... $      420 $     38  $      1   $      379 $     33  $      2  
                                                             ---------- --------  --------   ---------- --------  --------  
Cash flow hedges:                                                                                                           
  Interest rate swaps..... Interest rate....................        230       60        --          369       81        --  
  Interest rate forwards.. Interest rate....................         35        8        --          155       45        --  
  Foreign currency swaps.. Foreign currency exchange rate...        937      126         3          728       56         9  
                                                             ---------- --------  --------   ---------- --------  --------  
   Subtotal..............................................         1,202      194         3        1,252      182         9  
                                                             ---------- --------  --------   ---------- --------  --------  
    Total qualifying hedges.............................          1,622      232         4        1,631      215        11  
                                                             ---------- --------  --------   ---------- --------  --------  
Derivatives Not Designated or Not Qualifying as Hedging                                                                     
 Instruments                                                                                                                
Interest rate swaps....... Interest rate....................     23,134    1,804       638       25,919    1,709       601  
Interest rate floors...... Interest rate....................      7,036       33        24       16,404       83        69  
Interest rate caps........ Interest rate....................     13,792       38        --        7,901       11        --  
Interest rate futures..... Interest rate....................        630        2        --          325        1        --  
Interest rate options..... Interest rate....................     18,620      472         5       29,870      446        16  
Foreign currency swaps.... Foreign currency exchange rate...        659       75        --          672       59         4  
Foreign currency forwards. Foreign currency exchange rate...        185        4         1           48        3        --  
Credit default                                                                                                              
 swaps -- purchased....... Credit...........................         21       --        --           45       --         1  
Credit default                                                                                                              
 swaps -- written......... Credit...........................      2,093       13         1        1,924       29         1  
Equity futures............ Equity market....................      3,669       37        --        3,086       34        --  
Equity index options...... Equity market....................     44,035    1,032       626       27,212      854       613  
Equity variance swaps..... Equity market....................     14,866      120       434       15,433      120       435  
TRRs...................... Equity market....................      2,814       31        49        2,332       12        67  
                                                             ---------- --------  --------   ---------- --------  --------  
   Total non-designated or nonqualifying derivatives.....       131,554    3,661     1,778      131,171    3,361     1,807  
                                                             ---------- --------  --------   ---------- --------  --------  
    Total...............................................     $  133,176 $  3,893  $  1,782   $  132,802 $  3,576  $  1,818  
                                                             ========== ========  ========   ========== ========  ========  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

Based on gross notional amounts, a substantial portion of the Company's     
derivatives was not designated or did not qualify as part of a hedging          
relationship at both December 31, 2015 and 2014. The Company's use of           
derivatives includes (i) derivatives that serve as macro hedges of the          
Company's exposure to various risks and that generally do not qualify for hedge 
accounting due to the criteria required under the portfolio hedging rules;      
(ii) derivatives that economically hedge insurance liabilities that contain     
mortality or morbidity risk and that generally do not qualify for hedge         
accounting because the lack of these risks in the derivatives cannot support an 
expectation of a highly effective hedging relationship; (iii) derivatives that  
economically hedge embedded derivatives that do not qualify for hedge           
accounting because the changes in estimated fair value of the embedded          
derivatives are already recorded in net income; and (iv) written credit default 
swaps that are used to synthetically create credit investments and that do not  
qualify for hedge accounting because they do not involve a hedging              
relationship. For these nonqualified derivatives, changes in market factors can 
lead to the recognition of fair value changes on the statement of operations    
without an offsetting gain or loss recognized in earnings for the item being    
hedged.                                                                         

Net Derivative Gains (Losses)                                               

The components of net derivative gains (losses) were as follows:            

                                                                [Download Table]

                                                         Years Ended December 31,
                                                         ------------------------
                                                          2015    2014     2013  
                                                         ------ -------- --------
                                                              (In millions)      
                                                                                 
Freestanding derivatives and hedging gains (losses) (1). $(154) $    868 $(5,826)
Embedded derivatives gains (losses).....................  (270)  (1,049)    6,267
                                                         ------ -------- --------
 Total net derivative gains (losses).................... $(424) $  (181) $    441
                                                         ====== ======== ========

--------                                                                        

(1)Includes foreign currency transaction gains (losses) on hedged items in cash 
flow and nonqualifying hedging relationships, which are not presented     
elsewhere in this note.                                                   

The following table presents earned income on derivatives:                  

                                                                [Download Table]

                                                     Years Ended December 31,
                                                     ------------------------
                                                     2015    2014     2013   
                                                     ----    ----    ------  
                                                      (In millions)          
                                                                             
Qualifying hedges:                                                           
 Net investment income.............................. $ 11    $  4    $    2  
 Interest credited to policyholder account balances.  (2)     (1)         2  
Nonqualifying hedges:                                                        
 Net derivative gains (losses)......................  360     273     (157)  
 Policyholder benefits and claims...................   14      32     (292)  
                                                     ----    ----    ------  
   Total............................................ $383    $308    $(445)  
                                                     ====    ====    ======  

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

Nonqualifying Derivatives and Derivatives for Purposes Other Than Hedging       

The following table presents the amount and location of gains (losses)  
recognized in income for derivatives that were not designated or qualifying 
as hedging instruments:                                                     

                                                                [Download Table]

                                                  Net          Net     Policyholder
                                               Derivative   Investment Benefits and
                                             Gains (Losses) Income (1)  Claims (2) 
                                             -------------- ---------- ------------
                                                         (In millions)             
                                                                                   
Year Ended December 31, 2015                                                       
 Interest rate derivatives..................       $   (67)       $ --       $    5
 Foreign currency exchange rate derivatives.             42         --           --
 Credit derivatives -- purchased............             --         --           --
 Credit derivatives -- written..............           (14)         --           --
 Equity derivatives.........................          (476)        (4)         (25)
                                             -------------- ---------- ------------
   Total....................................       $  (515)       $(4)       $ (20)
                                             ============== ========== ============
Year Ended December 31, 2014                                                       
 Interest rate derivatives..................       $  1,174       $ --       $   43
 Foreign currency exchange rate derivatives.              4         --           --
 Credit derivatives -- purchased............           (22)         --           --
 Credit derivatives -- written..............             18         --           --
 Equity derivatives.........................          (591)        (8)        (279)
                                             -------------- ---------- ------------
   Total....................................       $    583       $(8)       $(236)
                                             ============== ========== ============
Year Ended December 31, 2013                                                       
 Interest rate derivatives..................       $(1,534)       $ --       $ (27)
 Foreign currency exchange rate derivatives.          (542)         --           --
 Credit derivatives -- purchased............             --         --           --
 Credit derivatives -- written..............             27         --           --
 Equity derivatives.........................        (3,625)        (7)        (726)
                                             -------------- ---------- ------------
   Total....................................       $(5,674)       $(7)       $(753)
                                             ============== ========== ============

--------                                                                        

(1)Changes in estimated fair value related to economic hedges of equity method  
investments in joint ventures.                                            

(2)Changes in estimated fair value related to economic hedges of variable       
annuity guarantees included in future policy benefits.                    

Fair Value Hedges                                                               

The Company designates and accounts for the following as fair value hedges  
when they have met the requirements of fair value hedging: (i) interest rate    
swaps to convert fixed rate assets and liabilities to floating rate assets and  
liabilities; and (ii) foreign currency swaps to hedge the foreign currency fair 
value exposure of foreign currency denominated liabilities.                     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

 The Company recognizes gains and losses on derivatives and the related hedged
items in fair value hedges within net derivative gains (losses). The following  
table presents the amount of such net derivative gains (losses):                

                                                        [Enlarge/Download Table]

                                                             Net Derivative  Net Derivative Ineffectiveness
                                                             Gains (Losses)  Gains (Losses)  Recognized in 
Derivatives in Fair Value     Hedged Items in Fair Value       Recognized    Recognized for Net Derivative 
Hedging Relationships           Hedging Relationships        for Derivatives  Hedged Items  Gains (Losses) 
-------------------------  --------------------------------- --------------- -------------- ---------------
                                                                             (In millions)                 
                                                                                                           
Year Ended December 31, 2015                                                                               
Interest rate swaps:       Fixed maturity securities........    $          1  $           1   $           2
                           Policyholder liabilities (1).....               2            (2)              --
Foreign currency swaps:    Foreign-denominated policyholder                                                
                           account balances (2).............              --             --              --
                                                                ------------  -------------   -------------
  Total...................................................      $          3  $         (1)   $           2
                                                                ============  =============   =============
Year Ended December 31, 2014                                                                               
Interest rate swaps:       Fixed maturity securities........    $          1  $         (1)   $          --
                           Policyholder liabilities (1).....              32           (31)               1
Foreign currency swaps:    Foreign-denominated policyholder                                                
                           account balances (2).............              --             --              --
                                                                ------------  -------------   -------------
  Total...................................................      $         33  $        (32)   $           1
                                                                ============  =============   =============
Year Ended December 31, 2013                                                                               
Interest rate swaps:       Fixed maturity securities........    $          7  $         (9)   $         (2)
                           Policyholder liabilities (1).....            (30)             28             (2)
Foreign currency swaps:    Foreign-denominated policyholder                                                
                           account balances (2).............               2            (2)              --
                                                                ------------  -------------   -------------
  Total...................................................      $       (21)  $          17   $         (4)
                                                                ============  =============   =============

--------                                                                        

(1)Fixed rate liabilities reported in policyholder account balances or future   
policy benefits.                                                          

(2)Fixed rate or floating rate liabilities.                                     

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

Cash Flow Hedges                                                                

The Company designates and accounts for the following as cash flow hedges   
when they have met the requirements of cash flow hedging: (i) interest rate     
swaps to convert floating rate assets and liabilities to fixed rate assets and  
liabilities; (ii) foreign currency swaps to hedge the foreign currency cash     
flow exposure of foreign currency denominated assets and liabilities;           
(iii) interest rate forwards and credit forwards to lock in the price to be     
paid for forward purchases of investments; and (iv) interest rate swaps and     
interest rate forwards to hedge the forecasted purchases of fixed-rate          
investments.                                                                    

In certain instances, the Company discontinued cash flow hedge accounting   
because the forecasted transactions were no longer probable of occurring.       
Because certain of the forecasted transactions also were not probable of        
occurring within two months of the anticipated date, the Company reclassified   
amounts from AOCI into net derivative gains (losses). These amounts were $3     
million for the year ended December 31, 2015 and not significant for both the   
years ended December 31, 2014 and 2013.                                         

At December 31, 2015 and 2014, the maximum length of time over which the    
Company was hedging its exposure to variability in future cash flows for        
forecasted transactions did not exceed four years and five years, respectively. 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

At December 31, 2015 and 2014, the balance in AOCI associated with cash flow
hedges was $368 million and $282 million, respectively.                         

The following table presents the effects of derivatives in cash flow hedging
relationships on the consolidated statements of operations and the consolidated 
statements of stockholder's equity:                                             

                                                        [Enlarge/Download Table]

                                                    Amount and Location       Amount and Location  
                            Amount of Gains          of Gains (Losses)         of Gains (Losses)   
Derivatives in Cash Flow  (Losses) Deferred in       Reclassified from       Recognized in Income  
Hedging Relationships     AOCI on Derivatives     AOCI into Income (Loss)    (Loss) on Derivatives 
------------------------  -------------------- ----------------------------- ----------------------
                          (Effective Portion)       (Effective Portion)      (Ineffective Portion) 
                          -------------------- ----------------------------- ----------------------
                                               Net Derivative Net Investment    Net Derivative     
                                               Gains (Losses)     Income        Gains (Losses)     
                                               -------------- -------------- ----------------------
                                                       (In millions)                               
                                                                                                   
Year Ended December 31, 2015                                                                       
Interest rate swaps...... $                 15  $         1    $          1  $                    1
Interest rate forwards...                    1            2               2                      --
Foreign currency swaps...                   76           --              --                      --
Credit forwards..........                   --           --              --                      --
                          -------------------- -------------- -------------- ----------------------
  Total.................. $                 92  $         3    $          3  $                    1
                          ==================== ============== ============== ======================
Year Ended December 31, 2014                                                                       
Interest rate swaps...... $                131  $         1    $          1  $                   --
Interest rate forwards...                   55            1               1                      --
Foreign currency swaps...                   56          (6)              --                      --
Credit forwards..........                   --           --              --                      --
                          -------------------- -------------- -------------- ----------------------
  Total.................. $                242  $       (4)    $          2  $                   --
                          ==================== ============== ============== ======================
Year Ended December 31, 2013                                                                       
Interest rate swaps...... $              (120)  $        --    $          1  $                   --
Interest rate forwards...                 (57)            9               1                      --
Foreign currency swaps...                 (17)           --              --                       1
Credit forwards..........                  (1)           --              --                      --
                          -------------------- -------------- -------------- ----------------------
  Total.................. $              (195)  $         9    $          2  $                    1
                          ==================== ============== ============== ======================

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

At December 31, 2015, $27 million of deferred net gains (losses) on         
derivatives in AOCI was expected to be reclassified to earnings within the next 
12 months.                                                                      

Credit Derivatives                                                              

In connection with synthetically created credit investment transactions, the
Company writes credit default swaps for which it receives a premium to insure   
credit risk. Such credit derivatives are included within the nonqualifying      
derivatives and derivatives for purposes other than hedging table. If a credit  
event occurs, as defined by the contract, the contract may be cash settled or   
it may be settled gross by the Company paying the counterparty the specified    
swap notional amount in exchange for the delivery of par quantities of the      
referenced credit obligation. The Company's maximum amount at risk, assuming    
the value of all referenced credit obligations is zero, was $2.1 billion and    
$1.9 billion at December 31, 2015 and 2014, respectively. The Company can       
terminate these contracts at any time through cash settlement with the          
counterparty at an amount equal to the then current estimated fair value of the 
credit default swaps. At December 31, 2015 and 2014, the Company would have     
received $12 million and $28 million, respectively, to terminate all of these   
contracts.                                                                      

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

The following table presents the estimated fair value, maximum amount of    
future payments and weighted average years to maturity of written credit        
default swaps at:                                                               

                                                        [Enlarge/Download Table]

                                                                December 31,                                   
                              ---------------------------------------------------------------------------------
                                                2015                                     2014                  
                              ---------------------------------------- ----------------------------------------
                              Estimated      Maximum                   Estimated      Maximum                  
                              Fair Value Amount of Future   Weighted   Fair Value Amount of Future   Weighted  
Rating Agency Designation of  of Credit   Payments under    Average    of Credit   Payments under    Average   
Referenced                     Default    Credit Default    Years to    Default    Credit Default    Years to  
Credit Obligations (1)          Swaps         Swaps       Maturity (2)   Swaps         Swaps       Maturity (2)
----------------------------  ---------- ---------------- ------------ ---------- ---------------- ------------
                                     (In millions)                            (In millions)                    
                                                                                                               
Aaa/Aa/A                                                                                                       
Single name credit default                                                                                     
  swaps (corporate).......... $       1   $         207            1.5 $       2   $          155           2.1
Credit default swaps                                                                                           
  referencing indices........         1             219            4.0         1              134           1.3
                              ---------   -------------                ---------   --------------              
 Subtotal....................         2             426            2.8         3              289           1.7
                              ---------   -------------                ---------   --------------              
Baa                                                                                                            
Single name credit default                                                                                     
  swaps (corporate)..........         2             409            1.6         5              454           2.3
Credit default swaps                                                                                           
  referencing indices........         8           1,222            4.8        18            1,145           5.0
                              ---------   -------------                ---------   --------------              
 Subtotal....................        10           1,631            4.0        23            1,599           4.2
                              ---------   -------------                ---------   --------------              
B                                                                                                              
Single name credit default                                                                                     
  swaps (corporate)..........        --              --             --        --               --            --
Credit default swaps                                                                                           
  referencing indices........        --              36            5.0         2               36           5.0
                              ---------   -------------                ---------   --------------              
 Subtotal....................        --              36            5.0         2               36           5.0
                              ---------   -------------                ---------   --------------              
   Total..................... $      12   $       2,093            3.8 $      28   $        1,924           3.8
                              =========   =============                =========   ==============              

--------                                                                        

(1)The rating agency designations are based on availability and the midpoint of 
 the applicable ratings among Moody's Investors Service ("Moody's"), S&P and
Fitch Ratings. If no rating is available from a rating agency, then an    
internally developed rating is used.                                      

(2)The weighted average years to maturity of the credit default swaps is        
calculated based on weighted average gross notional amounts.              

Credit Risk on Freestanding Derivatives                                         

The Company may be exposed to credit-related losses in the event of         
nonperformance by its counterparties to derivatives. Generally, the current     
credit exposure of the Company's derivatives is limited to the net positive     
estimated fair value of derivatives at the reporting date after taking into     
consideration the existence of master netting or similar agreements and any     
collateral received pursuant to such agreements.                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

The Company manages its credit risk related to derivatives by entering into 
transactions with creditworthy counterparties and establishing and monitoring   
exposure limits. The Company's OTC-bilateral derivative transactions are        
generally governed by ISDA Master Agreements which provide for legally          
enforceable set-off and close-out netting of exposures to specific              
counterparties in the event of early termination of a transaction, which        
includes, but is not limited to, events of default and bankruptcy. In the event 
of an early termination, the Company is permitted to set off receivables from   
the counterparty against payables to the same counterparty arising out of all   
included transactions. Substantially all of the Company's ISDA Master           
Agreements also include Credit Support Annex provisions which require both the  
pledging and accepting of collateral in connection with its OTC-bilateral       
derivatives.                                                                    

The Company's OTC-cleared derivatives are effected through central clearing 
counterparties and its exchange-traded derivatives are effected through         
regulated exchanges. Such positions are marked to market and margined on a      
daily basis (both initial margin and variation margin), and the Company has     
minimal exposure to credit-related losses in the event of nonperformance by     
counterparties to such derivatives.                                             

See Note 10 for a description of the impact of credit risk on the valuation 
of derivatives.                                                                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

The estimated fair values of the Company's net derivative assets and net    
derivative liabilities after the application of master netting agreements and   
collateral were as follows at:                                                  

                                                        [Enlarge/Download Table]

                                                                                December 31,               
                                                                  -----------------------------------------
                                                                          2015                 2014        
                                                                  -------------------- --------------------
Derivatives Subject to a Master Netting Arrangement or a Similar                                           
Arrangement                                                        Assets  Liabilities  Assets  Liabilities
----------------------------------------------------------------  -------- ----------- -------- -----------
                                                                                (In millions)              
                                                                                                           
 Gross estimated fair value of derivatives:                                                                
  OTC-bilateral (1).............................................. $  3,870  $  1,725   $  3,554  $  1,767  
  OTC-cleared (1)................................................       78        78         75        73  
  Exchange-traded................................................       39        --         35        --  
                                                                  --------  --------   --------  --------  
    Total gross estimated fair value of derivatives (1)..........    3,987     1,803      3,664     1,840  
 Amounts offset on the consolidated balance sheets...............       --        --         --        --  
                                                                  --------  --------   --------  --------  
 Estimated fair value of derivatives presented on the                                                      
   consolidated balance sheets (1)...............................    3,987     1,803      3,664     1,840  
 Gross amounts not offset on the consolidated balance sheets:                                              
 Gross estimated fair value of derivatives: (2)                                                            
  OTC-bilateral..................................................  (1,577)   (1,577)    (1,592)   (1,592)  
  OTC-cleared....................................................     (70)      (70)       (54)      (54)  
  Exchange-traded................................................       --        --         --        --  
 Cash collateral: (3), (4)                                                                                 
  OTC-bilateral..................................................  (1,605)        --      (753)        --  
  OTC-cleared....................................................      (8)       (8)       (21)      (18)  
  Exchange-traded................................................       --        --         --        --  
 Securities collateral: (5)                                                                                
  OTC-bilateral..................................................    (552)     (148)    (1,152)     (175)  
  OTC-cleared....................................................       --        --         --        --  
  Exchange-traded................................................       --        --         --        --  
                                                                  --------  --------   --------  --------  
 Net amount after application of master netting agreements and                                             
   collateral.................................................... $    175  $     --   $     92  $      1  
                                                                  ======== =========== ======== ===========

--------                                                                        

(1)At December 31, 2015 and 2014, derivative assets included income or expense  
accruals reported in accrued investment income or in other liabilities of 
$94 million and $88 million, respectively, and derivative liabilities     
  included income or expense accruals reported in accrued investment income or
in other liabilities of $21 million and $22 million, respectively.        

(2)Estimated fair value of derivatives is limited to the amount that is subject 
to set-off and includes income or expense accruals.                       

(3)Cash collateral received by the Company for OTC-bilateral and OTC-cleared    
  derivatives is included in cash and cash equivalents, short-term investments
  or in fixed maturity securities, and the obligation to return it is included
  in payables for collateral under securities loaned and other transactions on
the balance sheet. In                                                     

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

 certain instances, cash collateral pledged to the Company as initial margin
 for OTC-bilateral derivatives is held in separate custodial accounts and is
 not recorded on the Company's balance sheet because the account title is in
the name of the counterparty (but segregated for the benefit of the       
Company). The amount of this off-balance sheet collateral was $0 and $121 
million at December 31, 2015 and 2014, respectively.                      

(4)The receivable for the return of cash collateral provided by the Company is  
inclusive of initial margin on exchange-traded and OTC-cleared derivatives
and is included in premiums, reinsurance and other receivables on the     
balance sheet. The amount of cash collateral offset in the table above is 
 limited to the net estimated fair value of derivatives after application of
netting agreements. At December 31, 2015 and 2014, the Company received   
excess cash collateral of $1 million and $33 million (including $0 and $33
million off-balance sheet cash collateral held in separate custodial      
 accounts), respectively, and provided excess cash collateral of $62 million
 and $30 million, respectively, which is not included in the table above due
to the foregoing limitation.                                              

(5)Securities collateral received by the Company is held in separate custodial  
accounts and is not recorded on the balance sheet. Subject to certain     
 constraints, the Company is permitted by contract to sell or re-pledge this
  collateral, but at December 31, 2015 none of the collateral had been sold or
re-pledged. Securities collateral pledged by the Company is reported in   
fixed maturity securities on the balance sheet. Subject to certain        
constraints, the counterparties are permitted by contract to sell or      
  re-pledge this collateral. The amount of securities collateral offset in the
 table above is limited to the net estimated fair value of derivatives after
 application of netting agreements and cash collateral. At December 31, 2015
and 2014, the Company received excess securities collateral with an       
estimated fair value of $0 and $122 million, respectively, for its        
 OTC-bilateral derivatives, which are not included in the table above due to
the foregoing limitation. At December 31, 2015 and 2014, the Company      
provided excess securities collateral with an estimated fair value of $36 
million and $17 million, respectively, for its OTC-bilateral derivatives, 
 $34 million and $37 million, respectively, for its OTC-cleared derivatives,
and $156 million and $165 million, respectively, for its exchange-traded  
 derivatives, which are not included in the table above due to the foregoing
limitation.                                                               

The Company's collateral arrangements for its OTC-bilateral derivatives     
generally require the counterparty in a net liability position, after           
considering the effect of netting agreements, to pledge collateral when the     
estimated fair value of that counterparty's derivatives reaches a               
pre-determined threshold. Certain of these arrangements also include financial  
strength-contingent provisions that provide for a reduction of these thresholds 
(on a sliding scale that converges toward zero) in the event of downgrades in   
the financial strength ratings of MetLife Insurance Company USA and/or the      
credit ratings of the counterparty. In addition, certain of the Company's       
netting agreements for derivatives contain provisions that require both MetLife 
Insurance Company USA and the counterparty to maintain a specific investment    
grade financial strength or credit rating from each of Moody's and S&P. If a    
party's financial strength or credit ratings were to fall below that specific   
investment grade financial strength or credit rating, that party would be in    
violation of these provisions, and the other party to the derivatives could     
terminate the transactions and demand immediate settlement and payment based on 
such party's reasonable valuation of the derivatives.                           

The following table presents the estimated fair value of the Company's      
OTC-bilateral derivatives that are in a net liability position after            
considering the effect of netting agreements, together with the estimated fair  
value and                                                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

balance sheet location of the collateral pledged. The table also presents the   
incremental collateral that MetLife Insurance Company USA would be required to  
provide if there was a one-notch downgrade in MetLife Insurance Company USA's   
financial strength rating at the reporting date or if MetLife Insurance Company 
USA's financial strength rating sustained a downgrade to a level that triggered 
full overnight collateralization or termination of the derivative position at   
the reporting date. OTC-bilateral derivatives that are not subject to           
collateral agreements are excluded from this table.                             

                                                        [Enlarge/Download Table]

                                                                                December 31,       
                                                                          -------------------------
                                                                              2015         2014    
                                                                          ------------ ------------
                                                                                (In millions)      
                                                                                                   
Estimated fair value of derivatives in a net liability position (1)...... $        148 $        175
Estimated Fair Value of Collateral Provided                                                        
 Fixed maturity securities............................................... $        179 $        192
 Cash.................................................................... $         -- $         --
Fair Value of Incremental Collateral Provided Upon                                                 
 One-notch downgrade in financial strength rating........................ $         -- $         --
 Downgrade in financial strength rating to a level that triggers full                              
   overnight collateralization or termination of the derivative position. $         -- $         --

--------                                                                        

(1)After taking into consideration the existence of netting agreements.         

Embedded Derivatives                                                            

The Company issues certain products or purchases certain investments that   
contain embedded derivatives that are required to be separated from their host  
contracts and accounted for as freestanding derivatives. These host contracts   
principally include: variable annuities with guaranteed minimum benefits,       
including GMWBs, GMABs and certain GMIBs; affiliated ceded reinsurance of       
guaranteed minimum benefits related to GMWBs, GMABs and certain GMIBs;          
affiliated assumed reinsurance of guaranteed minimum benefits related to GMWBs  
and certain GMIBs; funds withheld on ceded reinsurance; fixed annuities with    
equity indexed returns; and certain debt and equity securities.                 

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

9. Derivatives (continued)                                                      

The following table presents the estimated fair value and balance sheet     
location of the Company's embedded derivatives that have been separated from    
their host contracts at:                                                        

                                                                [Download Table]

                                                                     December 31,   
                                                                  ------------------
                                        Balance Sheet Location      2015      2014  
                                       -------------------------- --------- --------
                                                                    (In millions)   
                                                                                    
Net embedded derivatives within asset                                               
  host contracts:                                                                   
  Ceded guaranteed minimum benefits... Premiums, reinsurance and                    
                                       other receivables......... $     242 $    217
  Funds withheld on assumed                                                         
   reinsurance........................ Other invested assets.....        35       53
  Options embedded in debt or equity                                                
   securities......................... Investments...............      (63)     (48)
                                                                  --------- --------
   Net embedded derivatives within asset host contracts.......    $     214 $    222
                                                                  ========= ========
Net embedded derivatives within                                                     
  liability host contracts:                                                         
  Direct guaranteed minimum benefits.. Policyholder account                         
                                       balances.................. $     177 $  (609)
  Assumed guaranteed minimum benefits. Policyholder account                         
                                       balances..................       897      827
  Funds withheld on ceded reinsurance. Other liabilities.........       244      382
  Other............................... Policyholder account                         
                                       balances..................         6       17
                                                                  --------- --------
   Net embedded derivatives within liability host contracts...    $   1,324 $    617
                                                                  ========= ========

The following table presents changes in estimated fair value related to     
embedded derivatives:                                                           

                                                                [Download Table]

                                              Years Ended December 31,       
                                        -------------------------------------
                                           2015         2014         2013    
                                        ----------- ------------ ------------
                                                    (In millions)            
                                                                             
Net derivative gains (losses) (1), (2). $     (270) $    (1,049) $      6,267
Policyholder benefits and claims....... $        21 $         87 $      (139)

--------                                                                        

(1)The valuation of direct and assumed guaranteed minimum benefits includes a   
  nonperformance risk adjustment. The amounts included in net derivative gains
(losses) in connection with this adjustment were $25 million, $73 million 
and ($1.0) billion for the years ended December 31, 2015, 2014 and 2013,  
respectively.                                                             

(2)See Note 7 for discussion of affiliated net derivative gains (losses).       

Related Party Freestanding Derivative Transactions                              

In November 2014, as part of the settlement of related party reinsurance    
transactions, the Company transferred derivatives to affiliates. The estimated  
fair value of freestanding derivative assets and liabilities transferred was    
$1.8 billion and $1.2 billion, respectively. See Note 7 for additional          
information regarding related party reinsurance transactions in connection with 
the Mergers.                                                                    

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value                                                                  

When developing estimated fair values, the Company considers three broad    
valuation techniques: (i) the market approach, (ii) the income approach, and    
(iii) the cost approach. The Company determines the most appropriate valuation  
technique to use, given what is being measured and the availability of          
sufficient inputs, giving priority to observable inputs. The Company            
categorizes its assets and liabilities measured at estimated fair value into a  
three-level hierarchy, based on the significant input with the lowest level in  
its valuation. The input levels are as follows:                                 

Level 1  Unadjusted quoted prices in active   
   markets for identical assets or
    liabilities. The Company defines
   active markets based on average
         trading volume for equity securities.
     The size of the bid/ask spread is
  used as an indicator of market
activity for fixed maturity 
securities.                 

Level 2  Quoted prices in markets that are not
        active or inputs that are observable
        either directly or indirectly. These
        inputs can include quoted prices for
       similar assets or liabilities other
         than quoted prices in Level 1, quoted
  prices in markets that are not
       active, or other significant inputs
         that are observable or can be derived
       principally from or corroborated by
observable market data for  
      substantially the full term of the
assets or liabilities.      

Level 3  Unobservable inputs that are         
    supported by little or no market
       activity and are significant to the
         determination of estimated fair value
 of the assets or liabilities.
   Unobservable inputs reflect the
      reporting entity's own assumptions
     about the assumptions that market
         participants would use in pricing the
asset or liability.         

Financial markets are susceptible to severe events evidenced by rapid       
depreciation in asset values accompanied by a reduction in asset liquidity. The 
Company's ability to sell securities, or the price ultimately realized for      
these securities, depends upon the demand and liquidity in the market and       
increases the use of judgment in determining the estimated fair value of        
certain securities.                                                             

Considerable judgment is often required in interpreting market data to      
develop estimates of fair value, and the use of different assumptions or        
valuation methodologies may have a material effect on the estimated fair value  
amounts.                                                                        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

Recurring Fair Value Measurements                                               

The assets and liabilities measured at estimated fair value on a recurring  
basis and their corresponding placement in the fair value hierarchy, including  
those items for which the Company has elected the FVO, are presented below.     

                                                        [Enlarge/Download Table]

                                                                            December 31, 2015              
                                                              ---------------------------------------------
                                                                  Fair Value Hierarchy                     
                                                              -----------------------------                
                                                                                            Total Estimated
                                                               Level 1   Level 2   Level 3    Fair Value   
                                                              --------- ---------- -------- ---------------
                                                                              (In millions)                
                                                                                                           
Assets                                                                                                     
Fixed maturity securities:                                                                                 
  U.S. corporate............................................. $      -- $   15,295 $  1,451   $   16,746   
  U.S. Treasury and agency...................................     7,998      5,808       --       13,806   
  RMBS.......................................................        --      7,138    1,340        8,478   
  Foreign corporate..........................................        --      4,263      691        4,954   
  State and political subdivision............................        --      2,692       13        2,705   
  ABS........................................................        --      2,357      317        2,674   
  CMBS.......................................................        --      2,120      181        2,301   
  Foreign government.........................................        --        719       26          745   
                                                              --------- ---------- -------- ---------------
   Total fixed maturity securities...........................     7,998     40,392    4,019       52,409   
                                                              --------- ---------- -------- ---------------
Equity securities............................................        44        268       97          409   
Short-term investments (1)...................................        59      1,623       47        1,729   
Commercial mortgage loans held by CSEs -- FVO................        --        172       --          172   
Derivative assets: (2)                                                                                     
  Interest rate..............................................         2      2,445        8        2,455   
  Foreign currency exchange rate.............................        --        205       --          205   
  Credit.....................................................        --         12        1           13   
  Equity market..............................................        37        968      215        1,220   
                                                              --------- ---------- -------- ---------------
   Total derivative assets...................................        39      3,630      224        3,893   
                                                              --------- ---------- --------   ----------   
Net embedded derivatives within asset host contracts (3).....        --         --      277          277   
Separate account assets (4)..................................       624    100,965      146      101,735   
                                                              --------- ---------- --------   ----------   
      Total assets........................................... $   8,764 $  147,050 $  4,810   $  160,624   
                                                              ========= ========== ========   ==========   
Liabilities                                                                                                
Derivative liabilities: (2)                                                                                
  Interest rate.............................................. $      -- $      668 $     --   $      668   
  Foreign currency exchange rate.............................        --          4       --            4   
  Credit.....................................................        --          1       --            1   
  Equity market..............................................        --        653      456        1,109   
                                                              --------- ---------- -------- ---------------
   Total derivative liabilities..............................        --      1,326      456        1,782   
                                                              --------- ---------- --------   ----------   
Net embedded derivatives within liability host contracts (3).        --         --    1,324        1,324   
Long-term debt of CSEs -- FVO................................        --         48       --           48   
                                                              --------- ---------- --------   ----------   
      Total liabilities...................................... $      -- $    1,374 $  1,780   $    3,154   
                                                              ========= ========== ========   ==========   

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

                                                        [Enlarge/Download Table]

                                                                           December 31, 2014                       
                                                              --------------------------------------------         
                                                                  Fair Value Hierarchy                             
                                                              ----------------------------                         
                                                                                                    Total Estimated
                                                              Level 1      Level 2      Level 3       Fair Value   
                                                              --------    ----------    --------    ---------------
                                                                             (In millions)                         
                                                                                                                   
Assets                                                                                                             
Fixed maturity securities:                                                                                         
  U.S. corporate............................................. $     --    $   15,447    $  1,355      $   16,802   
  U.S. Treasury and agency...................................   10,226         5,600          --          15,826   
  RMBS.......................................................       --         5,365         716           6,081   
  Foreign corporate..........................................       --         4,704         710           5,414   
  State and political subdivision............................       --         2,592          --           2,592   
  ABS........................................................       --         1,381         181           1,562   
  CMBS.......................................................       --         1,531         148           1,679   
  Foreign government.........................................       --           741          --             741   
                                                              --------    ----------    --------    ---------------
    Total fixed maturity securities..........................   10,226        37,361       3,110          50,697   
                                                              --------    ----------    --------    ---------------
Equity securities............................................      105           254         100             459   
Short-term investments (1)...................................      253           812          71           1,136   
Commercial mortgage loans held by CSEs -- FVO................       --           280          --             280   
Derivative assets: (2)                                                                                             
  Interest rate..............................................        1         2,363          45           2,409   
  Foreign currency exchange rate.............................       --           118          --             118   
  Credit.....................................................       --            28           1              29   
  Equity market..............................................       34           770         216           1,020   
                                                              --------    ----------    --------    ---------------
    Total derivative assets..................................       35         3,279         262           3,576   
                                                              --------    ----------    --------      ----------   
Net embedded derivatives within asset host contracts (3).....       --            --         270             270   
Separate account assets (4)..................................      249       108,454         158         108,861   
                                                              --------    ----------    --------      ----------   
       Total assets.......................................... $ 10,868    $  150,440    $  3,971      $  165,279   
                                                              ========    ==========    ========      ==========   
Liabilities                                                                                                        
Derivative liabilities: (2)                                                                                        
  Interest rate.............................................. $     --    $      688    $     --      $      688   
  Foreign currency exchange rate.............................       --            13          --              13   
  Credit.....................................................       --             2          --               2   
  Equity market..............................................       --           657         458           1,115   
                                                              --------    ----------    --------      ----------   
    Total derivative liabilities.............................       --         1,360         458           1,818   
                                                              --------    ----------    --------      ----------   
Net embedded derivatives within liability host contracts (3).       --            --         617             617   
Long-term debt of CSEs -- FVO................................       --           139          --             139   
                                                              --------    ----------    --------      ----------   
       Total liabilities..................................... $     --    $    1,499    $  1,075      $    2,574   
                                                              ========    ==========    ========      ==========   

--------                                                                        

(1)Short-term investments as presented in the tables above differ from the      
amounts presented on the consolidated balance sheets because certain      
short-term investments are not measured at estimated fair value on a      
recurring basis.                                                          

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

(2)Derivative assets are presented within other invested assets on the          
 consolidated balance sheets and derivative liabilities are presented within
other liabilities on the consolidated balance sheets. The amounts are     
presented gross in the tables above to reflect the presentation on the    
consolidated balance sheets, but are presented net for purposes of the    
rollforward in the Fair Value Measurements Using Significant Unobservable 
Inputs (Level 3) tables.                                                  

(3)Net embedded derivatives within asset host contracts are presented primarily 
within premiums, reinsurance and other receivables on the consolidated    
  balance sheets. Net embedded derivatives within liability host contracts are
 presented within policyholder account balances and other liabilities on the
 consolidated balance sheets. At December 31, 2015 and 2014, debt and equity
securities also included embedded derivatives of ($63) million and ($48)  
million, respectively.                                                    

(4)Investment performance related to separate account assets is fully offset by 
corresponding amounts credited to contractholders whose liability is      
 reflected within separate account liabilities. Separate account liabilities
are set equal to the estimated fair value of separate account assets.     

The following describes the valuation methodologies used to measure assets  
and liabilities at fair value. The description includes the valuation           
techniques and key inputs for each category of assets or liabilities that are   
classified within Level 2 and Level 3 of the fair value hierarchy.              

Investments                                                                   

Valuation Controls and Procedures                                           

 On behalf of the Company and MetLife, Inc.'s Chief Investment Officer and
Chief Financial Officer, a pricing and valuation committee that is          
independent of the trading and investing functions and comprised of senior  
management, provides oversight of control systems and valuation policies for
securities, mortgage loans and derivatives. On a quarterly basis, this      
committee reviews and approves new transaction types and markets, ensures   
that observable market prices and market-based parameters are used for      
valuation, wherever possible, and determines that judgmental valuation      
adjustments, when applied, are based upon established policies and are      
 applied consistently over time. This committee also provides oversight of the
selection of independent third-party pricing providers and the controls and 
procedures to evaluate third party pricing. Periodically, the Chief         
Accounting Officer reports to the Audit Committee of MetLife Insurance      
Company USA's Board of Directors regarding compliance with fair value       
accounting standards.                                                       

The Company reviews its valuation methodologies on an ongoing basis and 
revises those methodologies when necessary based on changing market         
conditions. Assurance is gained on the overall reasonableness and consistent
 application of input assumptions, valuation methodologies and compliance with
fair value accounting standards through controls designed to ensure         
valuations represent an exit price. Several controls are utilized, including
certain monthly controls, which include, but are not limited to, analysis of
portfolio returns to corresponding benchmark returns, comparing a sample of 
executed prices of securities sold to the fair value estimates, comparing   
fair value estimates to management's knowledge of the current market,       
reviewing the bid/ask spreads to assess activity, comparing prices from     
multiple independent pricing services and ongoing due diligence to confirm  
that independent pricing services use market-based parameters. The process  
includes a determination of the observability of inputs used in estimated   
fair values received from                                                   

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Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

 independent pricing services or brokers by assessing whether these inputs can
be corroborated by observable market data. The Company ensures that prices  
received from independent brokers, also referred to herein as "consensus    
pricing," represent a reasonable estimate of fair value by considering such 
pricing relative to the Company's knowledge of the current market dynamics  
and current pricing for similar financial instruments. While independent    
non-binding broker quotations are utilized, they are not used for a         
significant portion of the portfolio. For example, fixed maturity securities
 priced using independent non-binding broker quotations represent less than 1%
of the total estimated fair value of fixed maturity securities and 5% of the
total estimated fair value of Level 3 fixed maturity securities at          
December 31, 2015.                                                          

  The Company also applies a formal process to challenge any prices received
from independent pricing services that are not considered representative of 
estimated fair value. If prices received from independent pricing services  
are not considered reflective of market activity or representative of       
 estimated fair value, independent non-binding broker quotations are obtained,
or an internally developed valuation is prepared. Internally developed      
valuations of current estimated fair value, which reflect internal estimates
of liquidity and nonperformance risks, compared with pricing received from  
 the independent pricing services, did not produce material differences in the
estimated fair values for the majority of the portfolio; accordingly,       
overrides were not material. This is, in part, because internal estimates of
liquidity and nonperformance risks are generally based on available market  
evidence and estimates used by other market participants. In the absence of 
such market-based evidence, management's best estimate is used.             

Securities, Short-term Investments and Long-term Debt of CSEs -- FVO        

  When available, the estimated fair value of these financial instruments is
based on quoted prices in active markets that are readily and regularly     
obtainable. Generally, these are the most liquid of the Company's securities
holdings and valuation of these securities does not involve management's    
judgment.                                                                   

 When quoted prices in active markets are not available, the determination
of estimated fair value is based on market standard valuation methodologies,
giving priority to observable inputs. The significant inputs to the market  
standard valuation methodologies for certain types of securities with       
 reasonable levels of price transparency are inputs that are observable in the
market or can be derived principally from, or corroborated by, observable   
market data. When observable inputs are not available, the market standard  
valuation methodologies rely on inputs that are significant to the estimated
fair value that are not observable in the market or cannot be derived       
principally from, or corroborated by, observable market data. These         
unobservable inputs can be based in large part on management's judgment or  
estimation and cannot be supported by reference to market activity. Even    
 though these inputs are unobservable, management believes they are consistent
with what other market participants would use when pricing such securities  
and are considered appropriate given the circumstances.                     

  The estimated fair value of long-term debt of CSEs -- FVO is determined on
a basis consistent with the methodologies described herein for securities.  

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Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

The valuation of most instruments listed below is determined using      
independent pricing sources, matrix pricing, discounted cash flow           
methodologies or other similar techniques that use either observable market 
inputs or unobservable inputs.                                              

                                                        [Enlarge/Download Table]

    Instrument                                    Level 2                                                 Level 3                 
                                              Observable Inputs                                     Unobservable Inputs           
----------------------------------------------------------------------------------------------------------------------------------
Fixed Maturity Securities                                                                                                         
----------------------------------------------------------------------------------------------------------------------------------
 U.S. corporate and Foreign corporate securities                                                                                  
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
                     Valuation Techniques: Principally the market and income              Valuation Techniques: Principally the   
                      approaches.                                                          market approach.                       
                     Key Inputs:                                                          Key Inputs:                             
                     . quoted prices in markets that are not active                       . illiquidity premium                   
                     . benchmark yields; spreads off benchmark yields; new                . delta spread adjustments to reflect   
                       issuances; issuer rating                                             specific credit- related issues       
                     . trades of identical or comparable securities; duration             . credit spreads                        
                                                                                          . quoted prices in markets that are not 
                                                                                            active for identical or similar       
                                                                                            securities that are less liquid and   
                                                                                            based on lower levels of trading      
                     . Privately-placed securities are valued using the additional          activity than securities classified   
                       key inputs:                                                          in Level 2                            
                                                                                          . independent non-binding broker        
                      . market yield curve; call provisions                                 quotations                            
                      . observable prices and spreads for similar public or private                                               
                        securities that incorporate the credit quality and                                                        
                        industry sector of the issuer                                                                             
                      . delta spread adjustments to reflect specific credit-related                                               
                        issues                                                                                                    
----------------------------------------------------------------------------------------------------------------------------------
 U.S. Treasury and agency,                                                                                                        
  State and political subdivision                                                                                                 
  and Foreign government securities                                                                                               
----------------------------------------------------------------------------------------------------------------------------------
                                                                                          Valuation Techniques: Principally the   
                     Valuation Techniques: Principally the market approach.               market approach.                        
                     Key Inputs:                                                          Key Inputs:                             
                                                                                          . independent non-binding broker        
                     . quoted prices in markets that are not active                         quotations                            
                     . benchmark U.S. Treasury yield or other yields                      . quoted prices in markets that are not 
                                                                                            active for identical or similar       
                                                                                            securities that are less liquid and   
                     . the spread off the U.S. Treasury yield curve for the identical       based on lower levels of trading      
                       security                                                             activity than securities classified   
                     . issuer ratings and issuer spreads; broker-dealer quotes              in Level 2                            
                     . comparable securities that are actively traded                     . credit spreads                        
----------------------------------------------------------------------------------------------------------------------------------
 Structured securities comprised                                                                                                  
 of RMBS, ABS and CMBS                                                                                                            
----------------------------------------------------------------------------------------------------------------------------------
                     Valuation Techniques: Principally the market and income              Valuation Techniques: Principally the   
                      approaches.                                                          market and income approaches.          
                     Key Inputs:                                                          Key Inputs:                             
                     . quoted prices in markets that are not active                       . credit spreads                        
                     . spreads for actively traded securities; spreads off benchmark      . quoted prices in markets that are not 
                       yields                                                               active for identical or similar       
                                                                                            securities that are less liquid and   
                                                                                            based on lower levels of trading      
                     . expected prepayment speeds and volumes                               activity than securities classified   
                     . current and forecasted loss severity; ratings; geographic region     in Level 2                            
                     . weighted average coupon and weighted average maturity              . independent non-binding broker        
                     . average delinquency rates; debt-service coverage ratios              quotations                            
                     . issuance-specific information, including, but not limited to:                                              
                      . collateral type; structure of the security; vintage of the loans                                          
                      . payment terms of the underlying assets                                                                    
                      . payment priority within the tranche; deal performance                                                     
                                                        [Enlarge/Download Table]

    Instrument                       Level 3                                                                                      
                               Unobservable Inputs                                                                                
-------------------------------------------------------------                                                                     
Fixed Maturity Securities                                                                                                         
----------------------------------------------------------------------------------------------------------------------------------
 U.S. corporate and Foreign corporate securities                                                                                  
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
                     Valuation Techniques: Principally the                                                                        
                      market approach.                                                                                            
                     Key Inputs:                                                                                                  
                     . illiquidity premium                                                                                        
                     . delta spread adjustments to reflect                                                                        
                       specific credit- related issues                                                                            
                     . credit spreads                                                                                             
                     . quoted prices in markets that are not                                                                      
                       active for identical or similar                                                                            
                       securities that are less liquid and                                                                        
                       based on lower levels of trading                                                                           
                       activity than securities classified                                                                        
                       in Level 2                                                                                                 
                     . independent non-binding broker                                                                             
                       quotations                                                                                                 

----------------------------------------------------------------------------------------------------------------------------------
 U.S. Treasury and agency,                                                                                                        
  State and political subdivision                                                                                                 
  and Foreign government securities                                                                                               
----------------------------------------------------------------------------------------------------------------------------------
                     Valuation Techniques: Principally the                                                                        
                     market approach.                                                                                             
                     Key Inputs:                                                                                                  
                     . independent non-binding broker                                                                             
                       quotations                                                                                                 
                     . quoted prices in markets that are not                                                                      
                       active for identical or similar                                                                            
                       securities that are less liquid and                                                                        
                       based on lower levels of trading                                                                           
                       activity than securities classified                                                                        
                       in Level 2                                                                                                 
                     . credit spreads                                                                                             
----------------------------------------------------------------------------------------------------------------------------------
 Structured securities comprised                                                                                                  
 of RMBS, ABS and CMBS                                                                                                            
----------------------------------------------------------------------------------------------------------------------------------
                     Valuation Techniques: Principally the                                                                        
                      market and income approaches.                                                                               
                     Key Inputs:                                                                                                  
                     . credit spreads                                                                                             
                     . quoted prices in markets that are not                                                                      
                       active for identical or similar                                                                            
                       securities that are less liquid and                                                                        
                       based on lower levels of trading                                                                           
                       activity than securities classified                                                                        
                       in Level 2                                                                                                 
                     . independent non-binding broker                                                                             
                       quotations                                                                                                 


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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

                                                        [Enlarge/Download Table]

    Instrument                                Level 2                                                  Level 3                      
                                          Observable Inputs                                      Unobservable Inputs                
------------------------------------------------------------------------------------------------------------------------------------
Equity Securities                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                     Valuation Techniques: Principally the market                 Valuation Techniques: Principally the market and  
                      approach.                                                    income approaches.                               
                     Key Input:                                                   Key Inputs:                                       
                     . quoted prices in markets that are not considered active    . credit ratings; issuance structures             
                                                                                  . quoted prices in markets that are not active    
                                                                                    for identical or similar securities that are    
                                                                                    less liquid and based on lower levels of        
                                                                                    trading activity than securities classified in  
                                                                                    Level 2                                         
                                                                                  . independent non-binding broker quotations       
------------------------------------------------------------------------------------------------------------------------------------
Short-term investments                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
                     . Short-term investments are of a similar nature and class   . Short-term investments are of a similar nature  
                       to the fixed maturity and equity securities described        and class to the fixed maturity and equity      
                       above; accordingly, the valuation techniques and             securities described above; accordingly, the    
                       observable inputs used in their valuation are also           valuation techniques and unobservable inputs    
                       similar to those described above.                            used in their valuation are also similar to     
                                                                                    those described above.                          
------------------------------------------------------------------------------------------------------------------------------------
Commercial mortgage loans held by CSEs -- FVO                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                     Valuation Techniques: Principally the market approach.       . N/A                                             
                     Key Input:                                                                                                     
                     . quoted securitization market price determined principally                                                    
                       by independent pricing services using observable                                                             
                       inputs                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
Separate Account Assets (1)                                                                                                         
------------------------------------------------------------------------------------------------------------------------------------
 Mutual funds without readily determinable fair values as prices are not published publicly                                         
------------------------------------------------------------------------------------------------------------------------------------
                     Key Input:                                                   . N/A                                             
                     . quoted prices or reported NAV provided by the fund                                                           
                       managers                                                                                                     
------------------------------------------------------------------------------------------------------------------------------------
 Other limited partnership interests                                                                                                
------------------------------------------------------------------------------------------------------------------------------------
                     N/A                                                          Valuation Techniques: Valued giving consideration 
                                                                                   to the underlying holdings of the partnerships   
                                                                                   and by applying a premium or discount, if        
                                                                                   appropriate.                                     
                                                                                  Key Inputs:                                       
                                                                                  . liquidity; bid/ask spreads; performance record  
                                                                                    of the fund manager                             
                                                                                  . other relevant variables that may impact the    
                                                                                    exit value of the particular partnership        
                                                                                    interest                                        

--------                                                                        

(1)Estimated fair value equals carrying value, based on the value of the        
underlying assets, including: mutual fund interests, fixed maturity       
securities, equity securities, derivatives, other limited partnership     
interests, short-term investments and cash and cash equivalents. Fixed    
 maturity securities, equity securities, derivatives, short-term investments
and cash and cash equivalents are similar in nature to the instruments    
  described under "-- Securities, Short-term Investments and Long-term Debt of
CSEs -- FVO" and "-- Derivatives -- Freestanding Derivatives Valuation    
Techniques and Key Inputs."                                               

Derivatives                                                                   

The estimated fair value of derivatives is determined through the use of    
quoted market prices for exchange-traded derivatives, or through the use of     
pricing models for OTC-bilateral and OTC-cleared derivatives. The determination 
of estimated fair value, when quoted market values are not available, is based  
on market standard valuation methodologies and inputs that management believes  
are consistent with what other market participants would use when pricing such  
instruments. Derivative valuations can be affected by changes in interest rates,

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

foreign currency exchange rates, financial indices, credit spreads, default     
risk, nonperformance risk, volatility, liquidity and changes in estimates and   
assumptions used in the pricing models. The valuation controls and procedures   
for derivatives are described in "-- Investments."                              

The significant inputs to the pricing models for most OTC-bilateral and     
OTC-cleared derivatives are inputs that are observable in the market or can be  
derived principally from, or corroborated by, observable market data. Certain   
OTC-bilateral and OTC-cleared derivatives may rely on inputs that are           
significant to the estimated fair value that are not observable in the market   
or cannot be derived principally from, or corroborated by, observable market    
data. These unobservable inputs may involve significant management judgment or  
estimation. Even though unobservable, these inputs are based on assumptions     
deemed appropriate given the circumstances and management believes they are     
consistent with what other market participants would use when pricing such      
instruments.                                                                    

Most inputs for OTC-bilateral and OTC-cleared derivatives are mid-market    
inputs but, in certain cases, liquidity adjustments are made when they are      
deemed more representative of exit value. Market liquidity, as well as the use  
of different methodologies, assumptions and inputs, may have a material effect  
on the estimated fair values of the Company's derivatives and could materially  
affect net income.                                                              

The credit risk of both the counterparty and the Company are considered in  
determining the estimated fair value for all OTC-bilateral and OTC-cleared      
derivatives, and any potential credit adjustment is based on the net exposure   
by counterparty after taking into account the effects of netting agreements and 
collateral arrangements. The Company values its OTC-bilateral and OTC-cleared   
derivatives using standard swap curves which may include a spread to the        
risk-free rate, depending upon specific collateral arrangements. This credit    
spread is appropriate for those parties that execute trades at pricing levels   
consistent with similar collateral arrangements. As the Company and its         
significant derivative counterparties generally execute trades at such pricing  
levels and hold sufficient collateral, additional credit risk adjustments are   
not currently required in the valuation process. The Company's ability to       
consistently execute at such pricing levels is in part due to the netting       
agreements and collateral arrangements that are in place with all of its        
significant derivative counterparties. An evaluation of the requirement to make 
additional credit risk adjustments is performed by the Company each reporting   
period.                                                                         

Freestanding Derivatives Valuation Techniques and Key Inputs                

Level 2                                                                     

 This level includes all types of derivatives utilized by the Company with
the exception of exchange-traded derivatives included within Level 1 and    
those derivatives with unobservable inputs as described in Level 3.         

Level 3                                                                     

   These valuation methodologies generally use the same inputs as described in
the corresponding sections for Level 2 measurements of derivatives. However,
 these derivatives result in Level 3 classification because one or more of the
significant inputs are not observable in the market or cannot be derived    
principally from, or corroborated by, observable market data.               

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

Freestanding derivatives are principally valued using the income approach.  
Valuations of non-option-based derivatives utilize present value techniques,    
whereas valuations of option-based derivatives utilize option pricing models.   
Key inputs are as follows:                                                      

                                                        [Enlarge/Download Table]

                                                               Foreign Currency Exchange                          
             Instrument                    Interest Rate                 Rate                     Credit          
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Inputs common to Level 2 and Level 3   . swap yield curve       . swap yield curve        . swap yield curve      
 by instrument type                    . basis curves           . basis curves            . credit curves         
                                       . interest rate          . currency spot rates     . recovery rates        
                                          volatility (1)        . cross currency basis                            
                                                                   curves                                         
------------------------------------------------------------------------------------------------------------------
Level 3                                . swap yield curve (2)   N/A                       . swap yield curve (2)  
                                       . basis curves (2)                                 . credit curves (2)     
                                                                                          . credit spreads        
                                                                                          . repurchase rates      
                                                                                          . independent non-      
                                                                                             binding broker       
                                                                                             quotations           
                                                                [Download Table]


             Instrument                       Equity Market         
--------------------------------------------------------------------
                                                                    
Inputs common to Level 2 and Level 3   . swap yield curve           
 by instrument type                    . spot equity index          
                                          levels                    
                                       . dividend yield curves      
                                       . equity volatility (1)      
--------------------------------------------------------------------
Level 3                                . dividend yield curves (2)  
                                       . equity volatility (1), (2) 
                                       . correlation between        
                                          model inputs (1)          


--------                                                                        

(1)Option-based only.                                                           

(2)Extrapolation beyond the observable limits of the curve(s).                  

Embedded Derivatives                                                          

Embedded derivatives principally include certain direct, assumed and ceded
variable annuity guarantees, equity or bond indexed crediting rates within    
certain annuity contracts, and those related to funds withheld on ceded       
reinsurance agreements. Embedded derivatives are recorded at estimated fair   
value with changes in estimated fair value reported in net income.            

  The Company issues certain variable annuity products with guaranteed minimum
benefits. GMWBs, GMABs and certain GMIBs contain embedded derivatives, which  
are measured at estimated fair value separately from the host variable annuity
contract, with changes in estimated fair value reported in net derivative     
gains (losses). These embedded derivatives are classified within policyholder 
account balances on the consolidated balance sheets.                          

The Company's actuarial department calculates the fair value of these     
embedded derivatives, which are estimated as the present value of projected   
future benefits minus the present value of projected future fees using        
actuarial and capital market assumptions including expectations concerning    
policyholder behavior. The calculation is based on in-force business, and is  
performed using standard actuarial valuation software which projects future   
cash flows from the embedded derivative over multiple risk neutral stochastic 
scenarios using observable risk-free rates.                                   

Capital market assumptions, such as risk-free rates and implied           
volatilities, are based on market prices for publicly traded instruments to   
the extent that prices for such instruments are observable. Implied           
volatilities beyond the observable period are extrapolated based on observable
implied volatilities and historical volatilities. Actuarial assumptions,      
including mortality, lapse, withdrawal and utilization, are unobservable and  
are reviewed at least annually based on actuarial studies of historical       
experience.                                                                   

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

The valuation of these guarantee liabilities includes nonperformance risk 
adjustments and adjustments for a risk margin related to non-capital market   
inputs. The nonperformance adjustment is determined by taking into            
consideration publicly available information relating to spreads in the       
secondary market for MetLife, Inc.'s debt, including related credit default   
swaps. These observable spreads are then adjusted, as necessary, to reflect   
the priority of these liabilities and the claims paying ability of the issuing
insurance subsidiaries compared to MetLife, Inc.                              

 Risk margins are established to capture the non-capital market risks of the
instrument which represent the additional compensation a market participant   
would require to assume the risks related to the uncertainties of such        
actuarial assumptions as annuitization, premium persistency, partial          
withdrawal and surrenders. The establishment of risk margins requires the use 
of significant management judgment, including assumptions of the amount and   
cost of capital needed to cover the guarantees. These guarantees may be more  
costly than expected in volatile or declining equity markets. Market          
conditions including, but not limited to, changes in interest rates, equity   
indices, market volatility and foreign currency exchange rates; changes in    
nonperformance risk; and variations in actuarial assumptions regarding        
policyholder behavior, mortality and risk margins related to non-capital      
market inputs, may result in significant fluctuations in the estimated fair   
value of the guarantees that could materially affect net income.              

  The Company assumed from an affiliated insurance company the risk associated
with certain GMIBs. These embedded derivatives are included in other          
policy-related balances on the consolidated balance sheets with changes in    
estimated fair value reported in net derivative gains (losses). The value of  
the embedded derivatives on these assumed risks is determined using a         
methodology consistent with that described previously for the guarantees      
directly written by the Company.                                              

The Company ceded to an affiliated reinsurance company the risk associated
with certain of the GMIBs, GMABs and GMWBs described above that are also      
accounted for as embedded derivatives. In addition to ceding risks associated 
with guarantees that are accounted for as embedded derivatives, the Company   
also cedes, to the same affiliated reinsurance company, certain directly      
written GMIBs that are accounted for as insurance (i.e., not as embedded      
derivatives), but where the reinsurance agreement contains an embedded        
derivative. These embedded derivatives are included within premiums,          
reinsurance and other receivables on the consolidated balance sheets with     
changes in estimated fair value reported in net derivative gains (losses). The
value of the embedded derivatives on the ceded risk is determined using a     
methodology consistent with that described previously for the guarantees      
directly written by the Company with the exception of the input for           
nonperformance risk that reflects the credit of the reinsurer.                

The estimated fair value of the embedded derivatives within funds withheld
related to certain ceded reinsurance is determined based on the change in     
estimated fair value of the underlying assets held by the Company in a        
reference portfolio backing the funds withheld liability. The estimated fair  
value of the underlying assets is determined as previously described in "--   
Investments -- Securities, Short-term Investments and Long-term Debt of CSEs  
-- FVO." The estimated fair value of these embedded derivatives is included,  
along with their funds withheld hosts, in other liabilities on the            
consolidated balance sheets with changes in estimated fair value recorded in  
net derivative gains (losses). Changes in the credit spreads on the underlying
assets, interest rates and market volatility may result in significant        
fluctuations in the estimated fair value of these embedded derivatives that   
could materially affect net income.                                           

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

  The Company issues certain annuity contracts which allow the policyholder to
participate in returns from equity indices. These equity indexed features are 
embedded derivatives which are measured at estimated fair value separately    
from the host fixed annuity contract, with changes in estimated fair value    
reported in net derivative gains (losses). These embedded derivatives are     
classified within policyholder account balances on the consolidated balance   
sheets.                                                                       

The estimated fair value of the embedded equity indexed derivatives, based
on the present value of future equity returns to the policyholder using       
actuarial and present value assumptions including expectations concerning     
policyholder behavior, is calculated by the Company's actuarial department.   
The calculation is based on in-force business and uses standard capital market
techniques, such as Black-Scholes, to calculate the value of the portion of   
the embedded derivative for which the terms are set. The portion of the       
embedded derivative covering the period beyond where terms are set is         
calculated as the present value of amounts expected to be spent to provide    
equity indexed returns in those periods. The valuation of these embedded      
derivatives also includes the establishment of a risk margin, as well as      
changes in nonperformance risk.                                               

Embedded Derivatives Within Asset and Liability Host Contracts              

Level 3 Valuation Techniques and Key Inputs:                                

Direct and assumed guaranteed minimum benefits                            

These embedded derivatives are principally valued using the income    
approach. Valuations are based on option pricing techniques, which utilize
significant inputs that may include swap yield curve, currency exchange   
  rates and implied volatilities. These embedded derivatives result in Level 3
classification because one or more of the significant inputs are not      
observable in the market or cannot be derived principally from, or        
corroborated by, observable market data. Significant unobservable inputs  
generally include: the extrapolation beyond observable limits of the swap 
  yield curve and implied volatilities, actuarial assumptions for policyholder
behavior and mortality and the potential variability in policyholder      
  behavior and mortality, nonperformance risk and cost of capital for purposes
of calculating the risk margin.                                           

Reinsurance ceded on certain guaranteed minimum benefits                  

These embedded derivatives are principally valued using the income    
approach. The valuation techniques and significant market standard        
unobservable inputs used in their valuation are similar to those described
above in "-- Direct and assumed guaranteed minimum benefits" and also     
include counterparty credit spreads.                                      

Transfers between Levels                                                      

Overall, transfers between levels occur when there are changes in the     
observability of inputs and market activity. Transfers into or out of any     
level are assumed to occur at the beginning of the period.                    

Transfers between Levels 1 and 2:                                           

  For assets and liabilities measured at estimated fair value and still held
at December 31, 2015 and 2014, transfers between Levels 1 and 2 were not    
significant.                                                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

Transfers into or out of Level 3:                                           

Assets and liabilities are transferred into Level 3 when a significant  
input cannot be corroborated with market observable data. This occurs when  
market activity decreases significantly and underlying inputs cannot be     
 observed, current prices are not available, and/or when there are significant
variances in quoted prices, thereby affecting transparency. Assets and      
liabilities are transferred out of Level 3 when circumstances change such   
that a significant input can be corroborated with market observable data.   
This may be due to a significant increase in market activity, a specific    
event, or one or more significant input(s) becoming observable.             

Assets and Liabilities Measured at Fair Value Using Significant Unobservable
Inputs (Level 3)                                                                

The following table presents certain quantitative information about the     
significant unobservable inputs used in the fair value measurement, and the     
sensitivity of the estimated fair value to changes in those inputs, for the     
more significant asset and liability classes measured at fair value on a        
recurring basis using significant unobservable inputs (Level 3) at:             

                                                        [Enlarge/Download Table]


                                                                                            December 31, 2015        
                                                                                       ----------------------------  
                                        Valuation                 Significant                             Weighted   
                                        Techniques            Unobservable Inputs           Range        Average (1) 
                               ----------------------------- -----------------------   ----------------  ----------- 
                                                                                                                     
Fixed maturity securities (3)                                                                                        
 U.S. corporate and foreign                                   Delta spread                (65) --    240      49     
  corporate...................  Matrix pricing                   adjustments (4)                                     
                                Market pricing                Quoted prices (5)            13  --    780     314     
                                Consensus pricing             Offered quotes (5)           68  --     95      80     
                               --------------------------------------------------------------------------------------
 RMBS.........................  Market pricing                Quoted prices (5)            29  --    292      93     
                               --------------------------------------------------------------------------------------
 ABS..........................  Market pricing                Quoted prices (5)            97  --    103     100     
                                Consensus pricing             Offered quotes (5)           66  --    105      99     
                               --------------------------------------------------------------------------------------
Derivatives                                                                                                          
 Interest rate................  Present value                 Swap yield (7)              317  --    317             
                                   techniques                                                                        
                               --------------------------------------------------------------------------------------
 Credit.......................  Present value                 Credit spreads (8)           --  --     --             
                                   techniques                                                                        
                                Consensus pricing             Offered quotes (9)                                     
                               --------------------------------------------------------------------------------------
 Equity market................  Present value                 Volatility (10)             17%  --    36%             
                                   techniques or option                                                              
                                   pricing models                                                                    
                                                              Correlation (12)            70%  --    70%             
                               --------------------------------------------------------------------------------------
Embedded derivatives                                                                                                 
 Direct, assumed and ceded      Option pricing techniques     Mortality rates:                                       
  guaranteed minimum                                                                                                 
  benefits....................                                                                                       
                                                                 Ages 0 - 40               0%  --  0.09%             
                                                                 Ages 41 - 60           0.04%  --  0.65%             
                                                                 Ages 61 - 115          0.26%  --   100%             
                                                              Lapse rates:                                           
                                                                 Durations 1 - 10       0.25%  --   100%             
                                                                 Durations 11 - 20         3%  --   100%             
                                                                 Durations 21 - 116        3%  --   100%             
                                                              Utilization rates            0%  --    25%             
                                                              Withdrawal rates          0.25%  --    10%             
                                                              Long-term equity         17.40%  --    25%             
                                                                 volatilities                                        
                                                              Nonperformance                                         
                                                                 risk spread            0.04%  --  0.52%             
                                                        [Enlarge/Download Table]


                                                                                            December 31, 2014        
                                                                                       ----------------------------  
                                        Valuation                 Significant                             Weighted   
                                        Techniques            Unobservable Inputs           Range        Average (1) 
                               ----------------------------- -----------------------   ----------------  ----------- 
                                                                                                                     
Fixed maturity securities (3)                                                                                        
 U.S. corporate and foreign                                   Delta spread                (35) --    240      51     
  corporate...................  Matrix pricing                   adjustments (4)                                     
                                Market pricing                Quoted prices (5)            --  --    750     418     
                                Consensus pricing             Offered quotes (5)           78  --    103      86     
                               --------------------------------------------------------------------------------------
 RMBS.........................  Market pricing                Quoted prices (5)             1  --    117     107     
                               --------------------------------------------------------------------------------------
 ABS..........................  Market pricing                Quoted prices (5)            97  --    108     101     
                                Consensus pricing             Offered quotes (5)           62  --    106      99     
                               --------------------------------------------------------------------------------------
Derivatives                                                                                                          
 Interest rate................  Present value                 Swap yield (7)              278  --    297             
                                   techniques                                                                        
                               --------------------------------------------------------------------------------------
 Credit.......................  Present value                 Credit spreads (8)           99  --     99             
                                   techniques                                                                        
                                Consensus pricing             Offered quotes (9)                                     
                               --------------------------------------------------------------------------------------
 Equity market................  Present value                 Volatility (10)             15%  --    27%             
                                   techniques or option                                                              
                                   pricing models                                                                    
                                                              Correlation (12)            70%  --    70%             
                               --------------------------------------------------------------------------------------
Embedded derivatives                                                                                                 
 Direct, assumed and ceded      Option pricing techniques     Mortality rates:                                       
  guaranteed minimum                                                                                                 
  benefits....................                                                                                       
                                                                 Ages 0 - 40               0%  --  0.10%             
                                                                 Ages 41 - 60           0.04%  --  0.65%             
                                                                 Ages 61 - 115          0.26%  --   100%             
                                                              Lapse rates:                                           
                                                                 Durations 1 - 10       0.50%  --   100%             
                                                                 Durations 11 - 20         3%  --   100%             
                                                                 Durations 21 - 116        3%  --   100%             
                                                              Utilization rates           20%  --    50%             
                                                              Withdrawal rates          0.07%  --    10%             
                                                              Long-term equity         17.40%  --    25%             
                                                                 volatilities                                        
                                                              Nonperformance                                         
                                                                 risk spread            0.03%  --  1.39%             
                                                        [Enlarge/Download Table]

                                                                                         Impact of    
                                                                                        Increase in   
                                                                                         Input on     
                                        Valuation                 Significant            Estimated    
                                        Techniques            Unobservable Inputs      Fair Value (2) 
                               ----------------------------- -----------------------   -------------- 
                                                                                                      
Fixed maturity securities (3)                                                                         
 U.S. corporate and foreign                                   Delta spread               Decrease     
  corporate...................  Matrix pricing                   adjustments (4)                      
                                Market pricing                Quoted prices (5)          Increase     
                                Consensus pricing             Offered quotes (5)         Increase     
                               -----------------------------------------------------------------------
 RMBS.........................  Market pricing                Quoted prices (5)        Increase (6)   
                               -----------------------------------------------------------------------
 ABS..........................  Market pricing                Quoted prices (5)        Increase (6)   
                                Consensus pricing             Offered quotes (5)       Increase (6)   
                               -----------------------------------------------------------------------
Derivatives                                                                                           
 Interest rate................  Present value                 Swap yield (7)           Increase (11)  
                                   techniques                                                         
                               -----------------------------------------------------------------------
 Credit.......................  Present value                 Credit spreads (8)       Decrease (8)   
                                   techniques                                                         
                                Consensus pricing             Offered quotes (9)                      
                               -----------------------------------------------------------------------
 Equity market................  Present value                 Volatility (10)          Increase (11)  
                                   techniques or option                                               
                                   pricing models                                                     
                                                              Correlation (12)                        
                               -----------------------------------------------------------------------
Embedded derivatives                                                                                  
 Direct, assumed and ceded      Option pricing techniques     Mortality rates:                        
  guaranteed minimum                                                                                  
  benefits....................                                                                        
                                                                 Ages 0 - 40           Decrease (13)  
                                                                 Ages 41 - 60          Decrease (13)  
                                                                 Ages 61 - 115         Decrease (13)  
                                                              Lapse rates:                            
                                                                 Durations 1 - 10      Decrease (14)  
                                                                 Durations 11 - 20     Decrease (14)  
                                                                 Durations 21 - 116    Decrease (14)  
                                                              Utilization rates        Increase (15)  
                                                              Withdrawal rates                 (16)   
                                                              Long-term equity         Increase (17)  
                                                                 volatilities                         
                                                              Nonperformance                          
                                                                 risk spread           Decrease (18)  

--------                                                                        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (Continued) 

10. Fair Value (continued)                                                      

(1)The weighted average for fixed maturity securities is determined based on    
the estimated fair value of the securities.                               

(2)The impact of a decrease in input would have the opposite impact on the      
  estimated fair value. For embedded derivatives, changes to direct guaranteed
minimum benefits are based on liability positions and changes to ceded    
guaranteed minimum benefits are based on asset positions.                 

(3)Significant increases (decreases) in expected default rates in isolation     
would result in substantially lower (higher) valuations.                  

(4)Range and weighted average are presented in basis points.                    

(5)Range and weighted average are presented in accordance with the market       
convention for fixed maturity securities of dollars per hundred dollars of
par.                                                                      

(6)Changes in the assumptions used for the probability of default is            
  accompanied by a directionally similar change in the assumption used for the
loss severity and a directionally opposite change in the assumptions used 
for prepayment rates.                                                     

(7)Ranges represent the rates across different yield curves and are presented   
in basis points. The swap yield curve is utilized among different types of
 derivatives to project cash flows, as well as to discount future cash flows
to present value. Since this valuation methodology uses a range of inputs 
across a yield curve to value the derivative, presenting a range is more  
representative of the unobservable input used in the valuation.           

(8)Represents the risk quoted in basis points of a credit default event on the  
underlying instrument. Credit derivatives with significant unobservable   
inputs are primarily comprised of written credit default swaps.           

(9)At both December 31, 2015 and 2014, independent non-binding broker           
quotations were used in the determination of less than 1% of the total net
derivative estimated fair value.                                          

(10)Ranges represent the underlying equity volatility quoted in percentage      
points. Since this valuation methodology uses a range of inputs across  
   multiple volatility surfaces to value the derivative, presenting a range is
more representative of the unobservable input used in the valuation.    

(11)Changes are based on long U.S. dollar net asset positions and will be       
inversely impacted for short U.S. dollar net asset positions.           

(12)Ranges represent the different correlation factors utilized as components   
   within the valuation methodology. Presenting a range of correlation factors
is more representative of the unobservable input used in the valuation. 
  Increases (decreases) in correlation in isolation will increase (decrease)
the significance of the change in valuations.                           

(13)Mortality rates vary by age and by demographic characteristics such as      
gender. Mortality rate assumptions are based on company experience. A   
 mortality improvement assumption is also applied. For any given contract,
mortality rates vary throughout the period over which cash flows are    
projected for purposes of valuing the embedded derivative.              

(14)Base lapse rates are adjusted at the contract level based on a comparison   
of the actuarially calculated guaranteed values and the current         
policyholder account value, as well as other factors, such as the       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

  applicability of any surrender charges. A dynamic lapse function reduces the
  base lapse rate when the guaranteed amount is greater than the account value
as in the money contracts are less likely to lapse. Lapse rates are also  
generally assumed to be lower in periods when a surrender charge applies. 
For any given contract, lapse rates vary throughout the period over which 
cash flows are projected for purposes of valuing the embedded derivative. 

(15)The utilization rate assumption estimates the percentage of contract        
holders with a GMIB or lifetime withdrawal benefit who will elect to    
  utilize the benefit upon becoming eligible. The rates may vary by the type
   of guarantee, the amount by which the guaranteed amount is greater than the
account value, the contract's withdrawal history and by the age of the  
   policyholder. For any given contract, utilization rates vary throughout the
period over which cash flows are projected for purposes of valuing the  
embedded derivative.                                                    

(16)The withdrawal rate represents the percentage of account balance that any   
  given policyholder will elect to withdraw from the contract each year. The
  withdrawal rate assumption varies by age and duration of the contract, and
also by other factors such as benefit type. For any given contract,     
withdrawal rates vary throughout the period over which cash flows are   
 projected for purposes of valuing the embedded derivative. For GMWBs, any
 increase (decrease) in withdrawal rates results in an increase (decrease)
in the estimated fair value of the guarantees. For GMABs and GMIBs, any 
   increase (decrease) in withdrawal rates results in a decrease (increase) in
the estimated fair value.                                               

(17)Long-term equity volatilities represent equity volatility beyond the period 
for which observable equity volatilities are available. For any given   
   contract, long-term equity volatility rates vary throughout the period over
which cash flows are projected for purposes of valuing the embedded     
derivative.                                                             

(18)Nonperformance risk spread varies by duration and by currency. For any      
  given contract, multiple nonperformance risk spreads will apply, depending
 on the duration of the cash flow being discounted for purposes of valuing
the embedded derivative.                                                

The following is a summary of the valuation techniques and significant      
unobservable inputs used in the fair value measurement of assets and            
liabilities classified within Level 3 that are not included in the preceding    
table. Generally, all other classes of securities classified within Level 3,    
including those within separate account assets and embedded derivatives within  
funds withheld related to certain ceded and assumed reinsurance, use the same   
valuation techniques and significant unobservable inputs as previously          
described for Level 3 securities. This includes matrix pricing and discounted   
cash flow methodologies, inputs such as quoted prices for identical or similar  
securities that are less liquid and based on lower levels of trading activity   
than securities classified in Level 2, as well as independent non-binding       
broker quotations. The sensitivity of the estimated fair value to changes in    
the significant unobservable inputs for these other assets and liabilities is   
similar in nature to that described in the preceding table. The valuation       
techniques and significant unobservable inputs used in the fair value           
measurement for the more significant assets measured at estimated fair value on 
a nonrecurring basis and determined using significant unobservable inputs       
(Level 3) are summarized in "-- Nonrecurring Fair Value Measurements."          

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

The following tables summarize the change of all assets and (liabilities)   
measured at estimated fair value on a recurring basis using significant         
unobservable inputs (Level 3):                                                  

                                                        [Enlarge/Download Table]

                                            Fair Value Measurements Using Significant Unobservable Inputs (Level 3)            
                     ----------------------------------------------------------------------------------------------------------
                                  Fixed Maturity Securities                                                                    
                     ---------------------------------------------------                                                       
                                                   State and                                                          Net      
                                                   Political   Foreign     Equity   Short-term        Net          Embedded    
                     Corporate (1) Structured (2) Subdivision Government Securities Investments Derivatives (3) Derivatives (4)
                     ------------- -------------- ----------- ---------- ---------- ----------- --------------- ---------------
                                                                         (In millions)                                         
                                                                                                                               
Balance, January 1,                                                                                                            
 2014...............        $2,049         $1,005         $--       $ --      $ 131       $  --          $(292)        $    288
Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in net                                                                                                               
 income (loss)                                                                                                                 
 (6) (7)............             3             10          --         --        (2)          --             (4)           (957)
Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in AOCI...            74             12          --         --          7          --              57             107
Purchases (8).......           178            501          --         --         --          71               4              --
Sales (8)...........         (194)          (277)          --         --       (24)          --              --              --
Issuances (8).......            --             --          --         --         --          --              --              --
Settlements (8).....            --             --          --         --         --          --              39             215
Transfers into                                                                                                                 
 Level 3 (9)........           163             25          --         --          6          --              --              --
Transfers out of                                                                                                               
 Level 3 (9)........         (208)          (231)          --         --       (18)          --              --              --
                     ------------- -------------- ----------- ---------- ---------- ----------- --------------- ---------------
Balance,                                                                                                                       
 December 31, 2014..        $2,065         $1,045         $--       $ --      $ 100       $  71          $(196)        $  (347)
Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in net                                                                                                               
 income (loss)                                                                                                                 
 (6) (7)............            16             21          --         --         11          --            (74)           (228)
Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in AOCI...         (113)           (11)          --        (3)       (10)          --               2              --
Purchases (8).......           285          1,255          13         29         --          47              22              --
Sales (8)...........         (118)          (360)          --         --       (16)          --              --              --
Issuances (8).......            --             --          --         --         --          --              --              --
Settlements (8).....            --             --          --         --         --          --              14           (472)
Transfers into                                                                                                                 
 Level 3 (9)........           202             22          --         --         19          --              --              --
Transfers out of                                                                                                               
 Level 3 (9)........         (195)          (134)          --         --        (7)        (71)              --              --
                     ------------- -------------- ----------- ---------- ---------- ----------- --------------- ---------------
Balance,                                                                                                                       
 December 31, 2015..        $2,142         $1,838         $13       $ 26      $  97       $  47          $(232)        $(1,047)
                     ============= ============== =========== ========== ========== =========== =============== ===============
Changes in                                                                                                                     
 unrealized gains                                                                                                              
 (losses) included                                                                                                             
 in net income                                                                                                                 
 (loss) for the                                                                                                                
 instruments still                                                                                                             
 held at                                                                                                                       
 December 31,                                                                                                                  
 2013 (10)..........        $    5         $    1         $--       $ --      $ (5)       $  --          $(443)        $  6,270
                     ============= ============== =========== ========== ========== =========== =============== ===============
Changes in                                                                                                                     
 unrealized gains                                                                                                              
 (losses) included                                                                                                             
 in net income                                                                                                                 
 (loss) for the                                                                                                                
 instruments still                                                                                                             
 held at                                                                                                                       
 December 31, 2014                                                                                                             
 (10)...............        $    3         $    6         $--       $ --      $ (1)       $  --          $  (7)        $  (982)
                     ============= ============== =========== ========== ========== =========== =============== ===============
Changes in                                                                                                                     
 unrealized gains                                                                                                              
 (losses) included                                                                                                             
 in net income                                                                                                                 
 (loss) for the                                                                                                                
 instruments still                                                                                                             
 held at                                                                                                                       
 December 31, 2015                                                                                                             
 (10)...............        $   11         $   21         $--       $ --      $  --       $  --          $ (64)        $  (241)
                     ============= ============== =========== ========== ========== =========== =============== ===============
Gains (Losses) Data                                                                                                            
 for the year ended                                                                                                            
 December 31, 2013                                                                                                             

Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in net                                                                                                               
 income (loss)                                                                                                                 
 (6) (7)............        $    1         $    4         $--       $ --      $   8       $  --          $(466)        $  6,309
Total                                                                                                                          
 realized/unrealized                                                                                                           
 gains (losses)                                                                                                                
 included in AOCI...        $ (43)         $    9         $--       $ --      $  21       $  --          $ (58)        $    292
                                                                [Download Table]


                     -----------

                      Separate  
                      Account   
                     Assets (5) 
                     ---------- 

                                
Balance, January 1,             
 2014...............       $153 
Total                           
 realized/unrealized            
 gains (losses)                 
 included in net                
 income (loss)                  
 (6) (7)............        (1) 
Total                           
 realized/unrealized            
 gains (losses)                 
 included in AOCI...         -- 
Purchases (8).......         12 
Sales (8)...........        (9) 
Issuances (8).......         -- 
Settlements (8).....         -- 
Transfers into                  
 Level 3 (9)........          3 
Transfers out of                
 Level 3 (9)........         -- 
                     ---------- 
Balance,                        
 December 31, 2014..       $158 
Total                           
 realized/unrealized            
 gains (losses)                 
 included in net                
 income (loss)                  
 (6) (7)............        (6) 
Total                           
 realized/unrealized            
 gains (losses)                 
 included in AOCI...         -- 
Purchases (8).......          3 
Sales (8)...........        (5) 
Issuances (8).......         -- 
Settlements (8).....         -- 
Transfers into                  
 Level 3 (9)........         -- 
Transfers out of                
 Level 3 (9)........        (4) 
                     ---------- 
Balance,                        
 December 31, 2015..       $146 
                     ========== 
Changes in                      
 unrealized gains               
 (losses) included              
 in net income                  
 (loss) for the                 
 instruments still              
 held at                        
 December 31,                   
 2013 (10)..........       $ -- 
                     ========== 
Changes in                      
 unrealized gains               
 (losses) included              
 in net income                  
 (loss) for the                 
 instruments still              
 held at                        
 December 31, 2014              
 (10)...............       $ -- 
                     ========== 
Changes in                      
 unrealized gains               
 (losses) included              
 in net income                  
 (loss) for the                 
 instruments still              
 held at                        
 December 31, 2015              
 (10)...............       $ -- 
                     ========== 
Gains (Losses) Data             
 for the year ended             
 December 31, 2013              

Total                           
 realized/unrealized            
 gains (losses)                 
 included in net                
 income (loss)                  
 (6) (7)............       $  6 
Total                           
 realized/unrealized            
 gains (losses)                 
 included in AOCI...       $ -- 

--------                                                                        
(1)Comprised of U.S. and foreign corporate securities.                          

(2)Comprised of RMBS, ABS and CMBS.                                             

(3)Freestanding derivative assets and liabilities are presented net for         
purposes of the rollforward.                                              

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

(4)Embedded derivative assets and liabilities are presented net for purposes of 
the rollforward.                                                          

(5)Investment performance related to separate account assets is fully offset by 
corresponding amounts credited to contractholders within separate account 
liabilities. Therefore, such changes in estimated fair value are not      
recorded in net income. For the purpose of this disclosure, these changes 
are presented within net investment gains (losses).                       

(6)Amortization of premium/accretion of discount is included within net         
investment income. Impairments charged to net income (loss) on securities 
are included in net investment gains (losses). Lapses associated with net 
embedded derivatives are included in net derivative gains (losses).       
 Substantially all realized/unrealized gains (losses) included in net income
for net derivatives and net embedded derivatives are reported in net      
derivatives gains (losses).                                               

(7)Interest and dividend accruals, as well as cash interest coupons and         
dividends received, are excluded from the rollforward.                    

(8)Items purchased/issued and then sold/settled in the same period are excluded 
from the rollforward. Fees attributed to embedded derivatives are included
in settlements.                                                           

(9)Gains and losses, in net income (loss) and OCI, are calculated assuming      
transfers into and/or out of Level 3 occurred at the beginning of the     
period. Items transferred into and then out of Level 3 in the same period 
are excluded from the rollforward.                                        

(10)Changes in unrealized gains (losses) included in net income (loss) relate   
  to assets and liabilities still held at the end of the respective periods.
Substantially all changes in unrealized gains (losses) included in net  
   income (loss) for net derivatives and net embedded derivatives are reported
in net derivative gains (losses).                                       

Fair Value Option                                                             

 The following table presents information for certain assets and liabilities
of CSEs, which are accounted for under the FVO. These assets and liabilities  
were initially measured at fair value.                                        

                                                        [Enlarge/Download Table]

                                                                            December 31, 
                                                                           --------------
                                                                             2015    2014
                                                                           ------- ------
                                                                           (In millions) 
                                                                                         
Assets (1)                                                                               
Unpaid principal balance.................................................. $   121 $  223
Difference between estimated fair value and unpaid principal balance......      51 $   57
                                                                           ------- ------
 Carrying value at estimated fair value................................... $   172 $  280
                                                                           ======= ======
Liabilities (1)                                                                          
Contractual principal balance............................................. $    46 $  133
Difference between estimated fair value and contractual principal balance.       2 $    6
                                                                           ------- ------
 Carrying value at estimated fair value................................... $    48 $  139
                                                                           ======= ======

--------                                                                        

(1)These assets and liabilities are comprised of commercial mortgage loans and  
long-term debt. Changes in estimated fair value on these assets and       
liabilities and gains or losses on sales of these assets are recognized in
 net investment gains (losses). Interest income on commercial mortgage loans
  held by CSEs -- FVO is recognized in net investment income. Interest expense
from long-term debt of CSEs -- FVO is recognized in other expenses.       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

Nonrecurring Fair Value Measurements                                            

The following table presents information for assets measured at estimated   
fair value on a nonrecurring basis during the periods and still held at the     
reporting dates (for example, when there is evidence of impairment). The        
estimated fair values for these assets were determined using significant        
unobservable inputs (Level 3).                                                  

                                                        [Enlarge/Download Table]

                                         At December 31,                  Years Ended December 31,
                                         -------------------------------- ----------------------  
                                         2015       2014       2013       2015     2014    2013   
                                         ----       ----       ----       ----     ----    ----   
                                         Carrying Value After Measurement  Gains (Losses)         
                                         -------------------------------- ----------------------  
                                                  (In millions)                                   
                                                                                                  
Mortgage loans (1)......................  $ 3        $ 3        $19        $--     $ --    $ (3)  
Other limited partnership interests (2).  $ 2        $38        $ 5        $(1)    $ (6)   $ (6)  
Goodwill (3)............................  $--        $--        $--        $--     $(33)   $(66)  

--------                                                                        

(1)Estimated fair values for impaired mortgage loans are based on independent   
broker quotations or valuation models using unobservable inputs or, if the
loans are in foreclosure or are otherwise determined to be collateral     
dependent, are based on the estimated fair value of the underlying        
collateral or the present value of the expected future cash flows.        

(2)For these cost method investments, estimated fair value is determined from   
 information provided in the financial statements of the underlying entities
 including NAV data. These investments include private equity and debt funds
  that typically invest primarily in various strategies including domestic and
international leveraged buyout funds; power, energy, timber and           
infrastructure development funds; venture capital funds; and below        
investment grade debt and mezzanine debt funds. Distributions will be     
generated from investment gains, from operating income from the underlying
investments of the funds and from liquidation of the underlying assets of 
the funds. It is estimated that the underlying assets of the funds will be
liquidated over the next two to 10 years. Unfunded commitments for these  
investments at both December 31, 2015 and 2014 were not significant.      

(3)In 2014, the Company recorded an impairment of goodwill associated with the  
Retail Annuities reporting unit. In addition, the Company recorded        
impairments of goodwill associated with the Retail Life & Other and Retail
  Annuities reporting units in 2013. See Note 11 for additional information on
the impairments. These impairments have been categorized as Level 3 due to
the significant unobservable inputs used in the determination of the      
estimated fair value.                                                     

Fair Value of Financial Instruments Carried at Other Than Fair Value            

 The following tables provide fair value information for financial instruments
that are carried on the balance sheet at amounts other than fair value. These   
tables exclude the following financial instruments: cash and cash equivalents,  
accrued investment income, payables for collateral under securities loaned and  
other transactions and those short-term investments that are not securities,    
such as time deposits, and therefore are not included in the three level        
hierarchy table disclosed in the "-- Recurring Fair Value Measurements"         
section. The estimated fair value of the excluded financial instruments, which  
are primarily classified in Level 2, approximates carrying value as they are    
short-term in nature such that the Company believes there is minimal risk of    
material changes in interest rates or credit quality. All remaining balance     
sheet amounts excluded from the tables below are not considered financial       
instruments subject to this disclosure.                                         

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

 The carrying values and estimated fair values for such financial instruments,
and their corresponding placement in the fair value hierarchy, are summarized   
as follows at:                                                                  

                                                        [Enlarge/Download Table]

                                                              December 31, 2015                 
                                             ---------------------------------------------------
                                                              Fair Value Hierarchy              
                                                            -------------------------           
                                                                                        Total   
                                                                                      Estimated 
                                             Carrying Value Level 1 Level 2  Level 3  Fair Value
                                             -------------- ------- ------- --------- ----------
                                                                (In millions)                   
                                                                                                
Assets                                                                                          
Mortgage loans..............................      $   7,090     $--  $   -- $   7,386  $   7,386
Policy loans................................      $   1,266     $--  $  917 $     430  $   1,347
Real estate joint ventures..................      $      23     $--  $   -- $      65  $      65
Other limited partnership interests.........      $      52     $--  $   -- $      57  $      57
Premiums, reinsurance and other receivables.      $   6,074     $--  $   80 $   7,163  $   7,243
Liabilities                                                                                     
Policyholder account balances...............      $  18,968     $--  $   -- $  20,339  $  20,339
Long-term debt..............................      $     788     $--  $1,070 $      --  $   1,070
Other liabilities...........................      $     217     $--  $   43 $     174  $     217
Separate account liabilities................      $   1,275     $--  $1,275 $      --  $   1,275

                                                              December 31, 2014                 
                                             ---------------------------------------------------
                                                              Fair Value Hierarchy              
                                                            -------------------------           
                                                                                        Total   
                                                                                      Estimated 
                                             Carrying Value Level 1 Level 2  Level 3  Fair Value
                                             -------------- ------- ------- --------- ----------
                                                                (In millions)                   
Assets                                                                                          
Mortgage loans..............................      $   5,559     $--  $   -- $   6,020  $   6,020
Policy loans................................      $   1,194     $--  $  834 $     454  $   1,288
Real estate joint ventures..................      $      37     $--  $   -- $      83  $      83
Other limited partnership interests.........      $      63     $--  $   -- $      81  $      81
Premiums, reinsurance and other receivables.      $   6,231     $--  $   51 $   7,156  $   7,207
Liabilities                                                                                     
Policyholder account balances...............      $  20,554     $--  $   -- $  22,079  $  22,079
Long-term debt..............................      $     789     $--  $1,120 $      --  $   1,120
Other liabilities...........................      $     245     $--  $   76 $     169  $     245
Separate account liabilities................      $   1,432     $--  $1,432 $      --  $   1,432

 The methods, assumptions and significant valuation techniques and inputs used
to estimate the fair value of financial instruments are summarized as follows:  

Mortgage Loans                                                                

The estimated fair value of mortgage loans is primarily determined by     
estimating expected future cash flows and discounting them using current      
interest rates for similar mortgage loans with similar credit risk, or is     
determined from pricing for similar loans.                                    

Policy Loans                                                                  

Policy loans with fixed interest rates are classified within Level 3. The 
estimated fair values for these loans are determined using a discounted cash  
flow model applied to groups of similar policy loans determined by the nature 
of the underlying insurance liabilities. Cash flow estimates are developed by 
applying a weighted-average interest rate to the outstanding principal balance
of the respective group of policy loans and an                                

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

estimated average maturity determined through experience studies of the past  
performance of policyholder repayment behavior for similar loans. These cash  
flows are discounted using current risk-free interest rates with no adjustment
for borrower credit risk, as these loans are fully collateralized by the cash 
surrender value of the underlying insurance policy. Policy loans with variable
interest rates are classified within Level 2 and the estimated fair value     
approximates carrying value due to the absence of borrower credit risk and the
short time period between interest rate resets, which presents minimal risk of
a material change in estimated fair value due to changes in market interest   
rates.                                                                        

Real Estate Joint Ventures and Other Limited Partnership Interests            

The estimated fair values of these cost method investments are generally  
based on the Company's share of the NAV as provided in the financial          
statements of the investees. In certain circumstances, management may adjust  
the NAV by a premium or discount when it has sufficient evidence to support   
applying such adjustments.                                                    

Premiums, Reinsurance and Other Receivables                                   

Premiums, reinsurance and other receivables are principally comprised of  
certain amounts recoverable under reinsurance agreements, amounts on deposit  
with financial institutions to facilitate daily settlements related to certain
derivatives and amounts receivable for securities sold but not yet settled.   

Amounts recoverable under ceded reinsurance agreements, which the Company 
has determined do not transfer significant risk such that they are accounted  
for using the deposit method of accounting, have been classified as Level 3.  
The valuation is based on discounted cash flow methodologies using significant
unobservable inputs. The estimated fair value is determined using interest    
rates determined to reflect the appropriate credit standing of the assuming   
counterparty.                                                                 

The amounts on deposit for derivative settlements, classified within Level
2, essentially represent the equivalent of demand deposit balances and amounts
due for securities sold are generally received over short periods such that   
the estimated fair value approximates carrying value.                         

Policyholder Account Balances                                                 

These policyholder account balances include investment contracts which    
primarily include certain funding agreements, fixed deferred annuities,       
modified guaranteed annuities, fixed term payout annuities and total control  
accounts. The valuation of these investment contracts is based on discounted  
cash flow methodologies using significant unobservable inputs. The estimated  
fair value is determined using current market risk-free interest rates adding 
a spread to reflect the nonperformance risk in the liability.                 

Long-term Debt                                                                

The estimated fair value of long-term debt is principally determined using
market standard valuation methodologies. Valuations of instruments are based  
primarily on quoted prices in markets that are not active or using matrix     
pricing that use standard market observable inputs such as quoted prices in   
markets that are not active and observable yields and spreads in the market.  
Instruments valued using discounted cash flow methodologies use standard      
market observable inputs including market yield curve, duration, observable   
prices and spreads for similar publicly traded or privately traded issues.    

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

10. Fair Value (continued)                                                      

Other Liabilities                                                             

Other liabilities consist primarily of interest payable, amounts due for  
securities purchased but not yet settled and funds withheld amounts payable,  
which are contractually withheld by the Company in accordance with the terms  
of the reinsurance agreements. The Company evaluates the specific terms, facts
and circumstances of each instrument to determine the appropriate estimated   
fair values, which are not materially different from the carrying values.     

Separate Account Liabilities                                                  

Separate account liabilities represent those balances due to policyholders
under contracts that are classified as investment contracts.                  

Separate account liabilities classified as investment contracts primarily 
represent variable annuities with no significant mortality risk to the Company
such that the death benefit is equal to the account balance and certain       
contracts that provide for benefit funding.                                   

Since separate account liabilities are fully funded by cash flows from the
separate account assets which are recognized at estimated fair value as       
described in the section "-- Recurring Fair Value Measurements," the value of 
those assets approximates the estimated fair value of the related separate    
account liabilities. The valuation techniques and inputs for separate account 
liabilities are similar to those described for separate account assets.       

11.  Goodwill                                                                   

Goodwill is the excess of cost over the estimated fair value of net assets  
acquired. Goodwill is not amortized but is tested for impairment at least       
annually or more frequently if events or circumstances, such as adverse changes 
in the business climate, indicate that there may be justification for           
conducting an interim test. The goodwill impairment process requires a          
comparison of the estimated fair value of a reporting unit to its carrying      
value. The Company tests goodwill for impairment by either performing a         
qualitative assessment or a two-step quantitative test. The qualitative         
assessment is an assessment of historical information and relevant events and   
circumstances to determine whether it is more likely than not that the fair     
value of a reporting unit is less than its carrying amount, including goodwill. 
The Company may elect not to perform the qualitative assessment for some or all 
of its reporting units and perform a two-step quantitative impairment test. In  
performing the two-step quantitative impairment test, the Company may use a     
market multiple valuation approach and a discounted cash flow valuation         
approach. For reporting units which are particularly sensitive to market        
assumptions, the Company may use additional valuation methodologies to estimate 
the reporting units' fair values.                                               

 The market multiple valuation approach utilizes market multiples of companies
with similar businesses and the projected operating earnings of the reporting   
unit. The discounted cash flow valuation approach requires judgments about      
revenues, operating earnings projections, capital market assumptions and        
discount rates. The key inputs, judgments and assumptions necessary in          
determining estimated fair value of the reporting units include projected       
operating earnings, current book value, the level of economic capital required  
to support the mix of business, long-term growth rates, comparative market      
multiples, control premium, the account value of in-force business, projections 
of new and renewal business, as well as margins on such business, the level of  
interest rates, credit spreads, equity market levels, and the discount rate     
that the Company believes is appropriate for the respective reporting unit.     

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

11.  Goodwill (continued)                                                       

The valuation methodologies utilized are subject to key judgments and       
assumptions that are sensitive to change. Estimates of fair value are           
inherently uncertain and represent only management's reasonable expectation     
regarding future developments. These estimates and the judgments and            
assumptions upon which the estimates are based will, in all likelihood, differ  
in some respects from actual future results. Declines in the estimated fair     
value of the Company's reporting units could result in goodwill impairments in  
future periods which could materially adversely affect the Company's results of 
operations or financial position.                                               

For the 2015 annual goodwill impairment test, the Company utilized the      
qualitative assessment for its Corporate Benefit Funding reporting unit and     
determined it was not more likely than not that the fair value of the reporting 
unit tested was less than its carrying amount, and, therefore no further        
testing was needed for this reporting unit.                                     

Information regarding goodwill by segment, as well as Corporate & Other, was
as follows:                                                                     

                                                                [Download Table]

                                     Corporate                   
                                      Benefit   Corporate        
                              Retail  Funding  & Other (1) Total 
                              ------ --------- ----------- ------
                                         (In millions)           
                                                                 
Balance at January 1, 2013                                       
Goodwill..................... $  274    $  307      $  405 $  986
Accumulated impairment.......  (218)        --       (176)  (394)
                              ------ --------- ----------- ------
 Total goodwill, net......... $   56    $  307      $  229 $  592

Impairments (2)..............   (23)        --        (43)   (66)

Balance at December 31, 2013                                     
Goodwill..................... $  274    $  307      $  405 $  986
Accumulated impairment.......  (241)        --       (219)  (460)
                              ------ --------- ----------- ------
 Total goodwill, net......... $   33    $  307      $  186 $  526
Dispositions (3).............     --     (112)          --  (112)
Impairments                     (33)        --          --   (33)
Balance at December 31, 2014                                     
Goodwill..................... $  274    $  195      $  405 $  874
Accumulated impairment.......  (274)        --       (219)  (493)
                              ------ --------- ----------- ------
 Total goodwill, net......... $   --    $  195      $  186 $  381
Balance at December 31, 2015                                     
Goodwill..................... $  274    $  195      $  405 $  874
Accumulated impairment.......  (274)        --       (219)  (493)
                              ------ --------- ----------- ------
 Total goodwill, net......... $   --    $  195      $  186 $  381
                              ====== ========= =========== ======

--------                                                                        

(1)For purposes of goodwill impairment testing in 2015, the $186 million of net 
goodwill in Corporate & Other at December 31, 2014 did not change. This   
balance resulted from goodwill acquired as part of the 2005 Travelers     
acquisition and was allocated to the Corporate Benefit Funding segment.   

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

11.  Goodwill (continued)                                                       

(2)In connection with its annual goodwill impairment testing, the Company       
determined that all of the recorded goodwill associated with the Retail   
Life & Other reporting unit was not recoverable and recorded a non-cash   
  charge of $66 million ($57 million, net of income tax) for the impairment of
  the entire goodwill balance on the consolidated statements of operations for
the year ended December 31, 2013.                                         

(3)In connection with the sale of MAL, goodwill in the Corporate Benefit        
Funding reporting unit was reduced by $112 million during the year ended  
December 31, 2014. See Note 4. This goodwill was allocated to MAL based on
the relative fair values of MAL and the remaining portion of the Corporate
Benefit Funding reporting unit.                                           

12. Debt                                                                        

Long-term debt outstanding was as follows:                                  

                                                                [Download Table]

                                                        December 31,   
                                    Interest          -----------------
                                      Rate   Maturity   2015     2014  
                                    -------- -------- -------- --------
                                                        (In millions)  
                                                                       
Surplus note -- affiliated (1).....   8.60%    2038   $    750 $    750
Long-term debt -- unaffiliated (2).   7.03%    2030         38       39
                                                      -------- --------
 Total long-term debt (3)..........                   $    788 $    789
                                                      ======== ========

--------                                                                        

(1)Payments of interest and principal on the affiliated surplus note, which is  
subordinate to all other obligations and may be made only with the prior  
approval of the Delaware Commissioner of Insurance (the "Delaware         
Commissioner").                                                           

(2)Principal and interest is paid quarterly.                                    

(3)Excludes $48 million and $139 million of long-term debt relating to CSEs at  
December 31, 2015 and 2014, respectively. See Note 8.                     

In December 2014, MetLife USA repaid in cash at maturity its $75 million    
6.80% affiliated note.                                                          

The aggregate maturities of long-term debt at December 31, 2015 are $1      
million in 2016, $1 million in 2017, $2 million in each of 2018, 2019 and 2020  
and $780 million thereafter.                                                    

Interest expense related to the Company's indebtedness is included in other 
expenses and was $68 million for year ended December 31, 2015 and was $73       
million for each of the years ended December 31, 2014 and 2013.                 

Letters of Credit                                                               

The Company had access to credit facilities from various banks, either      
directly with the bank or indirectly through letters of credit available to     
MetLife, Inc. for the benefit of the Company and certain other affiliates of    
MetLife, Inc. These facilities were used for collateral for certain of the      
Company's affiliated reinsurance liabilities. Total fees associated with        
letters of credit was $5 million, $13 million and $27 million for the years     

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Notes to the Consolidated Financial Statements -- (continued) 

12. Debt (continued)                                                            

ended December 31, 2015, 2014 and 2013, respectively, and was included in other 
expenses. At December 31, 2015, the Company had $0 in letters of credit         
outstanding. Remaining availability was $3.5 billion at December 31, 2015.      

13. Equity                                                                      

See Note 3 for a discussion on the Mergers.                                 

Common Stock                                                                    

In August 2014, MetLife Insurance Company of Connecticut redeemed for $1.4  
billion and retired 4,595,317 shares of its common stock owned by MetLife       
Investors Group LLC.                                                            

Capital Contributions                                                           

In August 2014, MetLife Insurance Company of Connecticut received a capital 
contribution of $231 million in cash from MetLife, Inc.                         

See Note 18 for information on a subsequent capital contribution.           

Statutory Equity and Income                                                     

The state of domicile of MetLife Insurance Company USA imposes risk-based   
capital ("RBC") requirements that were developed by the National Association of 
Insurance Commissioners ("NAIC"). Regulatory compliance is determined by a      
ratio of a company's total adjusted capital, calculated in the manner           
prescribed by the NAIC ("TAC") to its authorized control level RBC, calculated  
in the manner prescribed by the NAIC ("ACL RBC"), based on the statutory-based  
filed financial statements. Companies below specific trigger levels or ratios   
are classified by their respective levels, each of which requires specified     
corrective action. The minimum level of TAC before corrective action commences  
is twice ACL RBC. The RBC ratio for MetLife Insurance Company USA was in excess 
of 350% for all periods presented.                                              

MetLife Insurance Company USA prepares statutory-basis financial statements 
in accordance with statutory accounting practices prescribed or permitted by    
the Delaware Department of Insurance. The NAIC has adopted the Codification of  
Statutory Accounting Principles ("Statutory Codification"). Statutory           
Codification is intended to standardize regulatory accounting and reporting to  
state insurance departments. However, statutory accounting principles continue  
to be established by individual state laws and permitted practices.             
Modifications by the state insurance department may impact the effect of        
Statutory Codification on the statutory capital and surplus of MetLife          
Insurance Company USA.                                                          

 Statutory accounting principles differ from GAAP primarily by charging policy
acquisition costs to expense as incurred, establishing future policy benefit    
liabilities using different actuarial assumptions, reporting surplus notes as   
surplus instead of debt, reporting of reinsurance agreements and valuing        
securities on a different basis.                                                

In addition, certain assets are not admitted under statutory accounting     
principles and are charged directly to surplus. The most significant assets not 
admitted by MetLife Insurance Company USA are net deferred income tax assets    
resulting from temporary differences between statutory accounting principles    
basis and tax basis not expected to reverse and become recoverable within three 
years.                                                                          

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Notes to the Consolidated Financial Statements -- (continued) 

13. Equity (continued)                                                          

The Delaware Department of Insurance approved two statutory accounting      
permitted practices for MetLife Insurance Company USA. For December 31, 2013,   
MetLife Insurance Company USA applied a U.S. GAAP reserving methodology for     
certain foreign blocks of business held by Exeter prior to the mergers into     
MetLife Insurance Company USA of certain of its affiliates, including Exeter,   
and a subsidiary. These blocks of business were recaptured by the               
counterparties prior to these mergers and are, therefore, not included in       
MetLife Insurance Company USA's statutory reserves as of December 31, 2014. In  
addition, the Delaware Department of Insurance granted permission for MetLife   
Insurance Company USA not to calculate, record or disclose the effect of this   
permitted practice on statutory surplus and net income for the year ended       
December 31, 2013.                                                              

The tables below present amounts from MetLife Insurance Company USA, which  
are derived from the statutory-basis financial statements as filed with the     
Delaware Department of Insurance.                                               

Statutory net income (loss) was as follows:                                 

                                                                [Download Table]

                                                 Years Ended December 31,
                                                 ----------------------  
Company                        State of Domicile   2015      2014   2013 
------------------------------ ----------------- --------   ------ ------
                                                     (In millions)       
                                                                         
MetLife Insurance Company USA.     Delaware      $(1,022)   $1,543 $3,358

Statutory capital and surplus was as follows at:                            

                                                                [Download Table]

                                   December 31,     
                               ---------------------
Company                           2015       2014   
------------------------------ ---------- ----------
                                   (In millions)    
                                                    
MetLife Insurance Company USA. $    5,942 $    6,042

Dividend Restrictions                                                           

Under Delaware Insurance Code, MetLife Insurance Company USA is permitted,  
without prior insurance regulatory clearance, to pay a stockholder dividend to  
MetLife, Inc. as long as the amount of the dividend when aggregated with all    
other dividends in the preceding 12 months does not exceed the greater of:      
(i) 10% of its surplus to policyholders as of the end of the immediately        
preceding calendar year; or (ii) its net statutory gain from operations for the 
immediately preceding calendar year (excluding realized capital gains). MetLife 
Insurance Company USA will be permitted to pay a dividend to MetLife, Inc. in   
excess of the greater of such two amounts only if it files notice of the        
declaration of such a dividend and the amount thereof with the Delaware         
Commissioner and the Delaware Commissioner either approves the distribution of  
the dividend or does not disapprove the distribution within 30 days of its      
filing. In addition, any dividend that exceeds earned surplus (defined as       
"unassigned funds (surplus)") as of the immediately preceding calendar year     
requires insurance regulatory approval. Under Delaware Insurance Code, the      
Delaware Commissioner has broad discretion in determining whether the financial 
condition of a stock life insurance company would support the payment of such   
dividends to its stockholders. During the year ended December 31, 2015, MetLife 
Insurance Company USA paid a dividend to MetLife, Inc. in the amount of $500    
million. During the year ended December 31, 2014, MetLife Insurance Company USA 
did not pay a dividend. During the year ended December 31, 2014, prior to the   
Mergers, Exeter paid a dividend to MetLife, Inc. of $155 million.               

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Notes to the Consolidated Financial Statements -- (continued) 

13. Equity (continued)                                                          

Based on amounts at December 31, 2015, MetLife Insurance Company USA could  
pay a dividend to MetLife, Inc. in 2016 of $586 million without prior approval  
of the Delaware Commissioner.                                                   

Accumulated Other Comprehensive Income (Loss)                                   

Information regarding changes in the balances of each component of AOCI was 
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                         Unrealized                                                    
                                                      Investment Gains       Unrealized      Foreign Currency          
                                                      (Losses), Net of    Gains (Losses) on    Translation             
                                                     Related Offsets (1)     Derivatives       Adjustments      Total  
                                                     -------------------  -----------------  ----------------  ------- 
                                                                                     (In millions)                     
                                                                                                                       
Balance at January 1, 2012..........................             $ 2,410              $ 159             $ (13) $ 2,556 
OCI before reclassifications........................              (2,163)              (195)               54   (2,304)
Deferred income tax benefit (expense)...............                 714                 68                (2)     780 
                                                     -------------------  -----------------  ----------------  ------- 
  AOCI before reclassifications, net of income tax..                 961                 32                39    1,032 
Amounts reclassified from AOCI......................                 (69)               (11)               --      (80)
Deferred income tax benefit (expense)...............                  24                  4                --       28 
                                                     -------------------  -----------------  ----------------  ------- 
  Amounts reclassified from AOCI, net of income tax.                (45)                (7)                --     (52) 
                                                     -------------------  -----------------  ----------------  ------- 
Balance at December 31, 2013........................                 916                 25                39      980 
OCI before reclassifications........................               2,301                242               (56)   2,487 
Deferred income tax benefit (expense)...............                (707)               (85)                4     (788)
                                                     -------------------  -----------------  ----------------  ------- 
  AOCI before reclassifications, net of income tax..               2,510                182              (13)    2,679 
Amounts reclassified from AOCI......................                 (28)                 2                --      (26)
Deferred income tax benefit (expense)...............                   8                 (1)               --        7 
                                                     -------------------  -----------------  ----------------  ------- 
  Amounts reclassified from AOCI, net of income tax.                (20)                  1                --     (19) 
Sale of subsidiary (2)..............................                (320)                --                 6     (314)
Deferred income tax benefit (expense)...............                  80                 --                --       80 
                                                     -------------------  -----------------  ----------------  ------- 
  Sale of subsidiary, net of income tax.............               (240)                 --                 6    (234) 
                                                     -------------------  -----------------  ----------------  ------- 
Balance at December 31, 2014........................               2,250                183                (7)   2,426 
OCI before reclassifications........................              (1,370)                92               (28)  (1,306)
Deferred income tax benefit (expense)...............                 506                (32)                9      483 
                                                     -------------------  -----------------  ----------------  ------- 
  AOCI before reclassifications, net of income tax..               1,386                243              (26)    1,603 
Amounts reclassified from AOCI......................                  46                 (6)               --       40 
Deferred income tax benefit (expense)...............                 (17)                 2                --      (15)
                                                     -------------------  -----------------  ----------------  ------- 
  Amounts reclassified from AOCI, net of income tax.                  29                (4)                --       25 
                                                     -------------------  -----------------  ----------------  ------- 
Balance at December 31, 2015........................             $ 1,415              $ 239             $ (26) $ 1,628 
                                                     ===================  =================  ================  ======= 

--------                                                                        

(1)See Note 8 for information on offsets to investments related to future       
policy benefits, DAC, VOBA and DSI.                                       

(2)See Note 4.                                                                  

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

13. Equity (continued)                                                          

Information regarding amounts reclassified out of each component of AOCI was
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                             Consolidated Statement of Operations and
AOCI Components                               Amounts Reclassified from AOCI  Comprehensive Income (Loss) Locations  
------------------------------------------    ----------------------------   ----------------------------------------
                                              Years Ended December 31,                                               
                                              ----------------------------                                           
                                              2015       2014      2013                                              
                                              ----       ----      ----                                              
                                                (In millions)                                                        
                                                                                                                     
Net unrealized investment gains (losses):                                                                            
  Net unrealized investment                                                                                          
   gains(losses)............................. $(48)       $13      $ 50           Net investment gains (losses)      
  Net unrealized investment gains                                                                                    
   (losses)..................................   12         11        17           Net investment income              
  Net unrealized investment gains                                                                                    
   (losses)..................................  (10)         4         2           Net derivative gains (losses)      
                                              ----       ----      ----                                              
    Net unrealized investment gains                                                                                  
     (losses), before income tax.............  (46)        28        69                                              
    Income tax (expense) benefit.............   17         (8)      (24)                                             
                                              ----       ----      ----                                              
     Net unrealized investment gains                                                                                 
      (losses), net of income tax............ $(29)       $20      $ 45                                              
                                              ====       ====      ====                                              
Unrealized gains (losses) on                                                                                         
 derivatives -- cash flow hedges:                                                                                    
  Interest rate swaps........................ $  1        $ 1      $ --           Net derivative gains (losses)      
  Interest rate swaps........................    1          1         1           Net investment income              
  Interest rate forwards.....................    2          1         9           Net derivative gains (losses)      
  Interest rate forwards.....................    2          1         1           Net investment income              
  Foreign currency swaps.....................   --         (6)       --           Net derivative gains (losses)      
                                              ----       ----      ----                                              
    Gains (losses) on cash flow hedges,                                                                              
     before income tax.......................    6         (2)       11                                              
    Income tax (expense) benefit.............   (2)         1        (4)                                             
                                              ----       ----      ----                                              
    Gains (losses) on cash flow hedges,                                                                              
     net of income tax....................... $  4        $(1)     $  7                                              
                                              ====       ====      ====                                              
       Total reclassifications, net of                                                                               
        income tax........................... $(25)       $19      $ 52                                              
                                              ====       ====      ====                                              

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

14. Other Expenses                                                              

Information on other expenses was as follows:                               

                                                        [Enlarge/Download Table]

                                                              Years Ended December 31,   
                                                            ---------------------------- 
                                                              2015      2014      2013   
                                                            --------  --------  -------- 
                                                                    (In millions)        
                                                                                         
Compensation............................................... $    472  $    320  $    358 
Commissions................................................      650       492       700 
Volume-related costs.......................................      134       170       165 
Affiliated interest costs on ceded and assumed reinsurance.      205       325       212 
Capitalization of DAC......................................     (325)     (279)     (512)
Amortization of DAC and VOBA...............................      595       990       205 
Interest expense on debt...................................       76       109       195 
Premium taxes, licenses and fees...........................       67        53        59 
Professional services......................................       21        58        42 
Rent and related expenses..................................       53        41        31 
Other......................................................      369       475       482 
                                                            --------  --------  -------- 
 Total other expenses...................................... $  2,317  $  2,754  $  1,937 
                                                            ========  ========  ======== 

Capitalization of DAC and Amortization of DAC and VOBA                          

See Note 6 for additional information on DAC and VOBA including impacts of  
capitalization and amortization.                                                

Interest Expense on Debt                                                        

Interest expense on debt includes interest expense on debt (see Note 12) and
interest expense related to CSEs (see Note 8).                                  

Affiliated Expenses                                                             

Commissions, capitalization of DAC and amortization of DAC and VOBA include 
the impact of affiliated reinsurance transactions. See Notes 7, 12 and 17 for a 
discussion of affiliated expenses included in the table above.                  

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(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

15. Income Tax                                                                  

The provision for income tax was as follows:                                

                                                                [Download Table]

                                                   Years Ended December 31,
                                                   ----------------------- 
                                                   2015     2014     2013  
                                                   ----    -----    -----  
                                                      (In millions)        
                                                                           
Current:                                                                   
 Federal.......................................... $281    $(364)   $(271) 
 Foreign..........................................   --        6        8  
                                                   ----    -----    -----  
   Subtotal.......................................  281     (358)    (263) 
                                                   ----    -----    -----  
Deferred:                                                                  
 Federal..........................................  (66)     355      682  
 Foreign..........................................   --       (2)      18  
                                                   ----    -----    -----  
   Subtotal.......................................  (66)     353      700  
                                                   ----    -----    -----  
     Provision for income tax expense (benefit)... $215    $  (5)   $ 437  
                                                   ====    =====    =====  

 The Company's income (loss) before income tax expense (benefit) from domestic
and foreign operations were as follows:                                         

                                                                [Download Table]

                Years Ended December 31,
                ----------------------- 
                 2015    2014    2013   
                ------  -----   ------  
                    (In millions)       
                                        
Income (loss):                          
 Domestic...... $1,041  $(174)  $1,724  
 Foreign.......     13    464     (146) 
                ------  -----   ------  
   Total....... $1,054  $ 290   $1,578  
                ======  =====   ======  

The reconciliation of the income tax provision at the U.S. statutory rate to
the provision for income tax as reported was as follows:                        

                                                                [Download Table]

                                               Years Ended December 31,
                                               ----------------------- 
                                                2015     2014    2013  
                                               -----    -----    ----  
                                                  (In millions)        
                                                                       
Tax provision at U.S. statutory rate.......... $ 369    $ 102    $551  
Tax effect of:                                                         
 Dividend received deduction..................  (127)    (114)    (93) 
 Prior year tax...............................    (4)     (20)     (6) 
 Tax credits..................................   (16)     (14)    (11) 
 Foreign tax rate differential................    (5)      --      (2) 
 Goodwill impairment..........................    --       12      13  
 Sale of subsidiary...........................    --       24     (24) 
 Other, net...................................    (2)       5       9  
                                               -----    -----    ----  
   Provision for income tax expense (benefit). $ 215    $  (5)   $437  
                                               =====    =====    ====  

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Notes to the Consolidated Financial Statements -- (continued) 

15. Income Tax (continued)                                                      

  Deferred income tax represents the tax effect of the differences between the
book and tax bases of assets and liabilities. Net deferred income tax assets  
and liabilities consisted of the following at:                                

                                                                [Download Table]

                                                        December 31,  
                                                      --------------- 
                                                       2015     2014  
                                                      ------  ------- 
                                                       (In millions)  
                                                                      
Deferred income tax assets:                                           
 Policyholder liabilities and receivables............ $1,638  $ 1,836 
 Tax credit carryforwards............................    168      149 
 Other...............................................     39       40 
                                                      ------  ------- 
   Total deferred income tax assets..................  1,845    2,025 
                                                      ------  ------- 
Deferred income tax liabilities:                                      
 Investments, including derivatives..................    132      372 
 Intangibles.........................................    521      519 
 Net unrealized investment gains.....................    837    1,296 
 DAC.................................................  1,158    1,176 
                                                      ------  ------- 
   Total deferred income tax liabilities.............  2,648    3,363 
                                                      ------  ------- 
       Net deferred income tax asset (liability)..... $ (803) $(1,338)
                                                      ======  ======= 

The following table sets forth the general business credits, foreign tax  
credits, and other credit carryforwards for tax purposes at December 31, 2015.

                                                                [Download Table]

                         Tax Credit Carryforwards             
            --------------------------------------------------
            General Business Credits Foreign Tax Credits Other
            ------------------------ ------------------- -----
                              (In millions)                   
                                                              
Expiration                                                    
2016-2020..                      $--                 $--  $ --
2021-2025..                       --                  20    --
2026-2030..                       --                  --    --
2031-2035..                        5                  --    --
Indefinite.                       --                  --   150
            ------------------------ ------------------- -----
                                 $ 5                 $20  $150
            ======================== =================== =====

The Company participates in a tax sharing agreement with MetLife, Inc., as
described in Note 1. Pursuant to this tax sharing agreement, the amounts due  
from affiliates included $14 million, $537 million and $400 million for the   
years ended December 31, 2015, 2014 and 2013, respectively.                   

The Company files income tax returns with the U.S. federal government and 
various state and local jurisdictions, as well as foreign jurisdictions. The  
Company is under continuous examination by the Internal Revenue Service       
("IRS") and other tax authorities in jurisdictions in which the Company has   
significant business operations. The income tax years under examination vary  
by jurisdiction and subsidiary. The Company is no longer subject to U.S.      
federal, state or local income tax examinations for years prior to 2007,      
except for 2003 through 2006 where the IRS disallowance relates predominantly 
to tax policyholder liability deductions                                      

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Notes to the Consolidated Financial Statements -- (continued) 

15. Income Tax (continued)                                                      

and the Company is engaged with IRS appeals. Management believes it has       
established adequate tax liabilities and final resolution of the audit for the
years 2003 through 2006 is not expected to have a material impact on the      
Company's financial statements.                                               

The Company's liability for unrecognized tax benefits may increase or     
decrease in the next 12 months. A reasonable estimate of the increase or      
decrease cannot be made at this time. However, the Company continues to       
believe that the ultimate resolution of the pending issues will not result in 
a material change to its consolidated financial statements, although the      
resolution of income tax matters could impact the Company's effective tax rate
for a particular future period.                                               

A reconciliation of the beginning and ending amount of unrecognized tax   
benefits was as follows:                                                      

                                                        [Enlarge/Download Table]

                                                                          Years Ended December 31,
                                                                          --------------------    
                                                                          2015     2014    2013   
                                                                          ----     ----    ----   
                                                                            (In millions)         
                                                                                                  
Balance at January 1,....................................................  $38      $26     $(1)  
Additions for tax positions of prior years...............................    5       15      28   
Reductions for tax positions of prior years..............................   --       (5)     (1)  
Additions for tax positions of current year..............................    3        2       1   
Reductions for tax positions of current year.............................   --       --      (1)  
Settlements with tax authorities.........................................  $(4)     $--     $--   
                                                                          ----     ----    ----   
Balance at December 31,..................................................  $42      $38     $26   
                                                                          ====     ====    ====   
Unrecognized tax benefits that, if recognized would impact the effective                          
  rate...................................................................  $32      $28     $26   
                                                                          ====     ====    ====   

  The Company classifies interest accrued related to unrecognized tax benefits
in interest expense, included within other expenses, while penalties are      
included in income tax expense.                                               

Interest was as follows:                                                  

                                                        [Enlarge/Download Table]

                                                                  Years Ended December 31,
                                                                  ------------------------
                                                                  2015     2014    2013   
                                                                  ----     ----    ----   
                                                                  (In millions)           
                                                                                          
Interest recognized on the consolidated statements of operations.  $--      $--      $2   

                                                                           December 31,   
                                                                           ---------------
                                                                           2015    2014   
                                                                           ----    ----   
                                                                           (In millions)  
Interest included in other liabilities on the consolidated balance sheets.  $ 2      $2   

  The Company had no penalties for the years ended December 31, 2015, 2014 and
2013.                                                                         

 The U.S. Treasury Department and the IRS have indicated that they intend to
address through regulations the methodology to be followed in determining the 
dividends received deduction ("DRD"), related to variable life insurance and  
annuity contracts. The DRD reduces the amount of dividend income subject to   
tax and is a                                                                  

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Notes to the Consolidated Financial Statements -- (continued) 

15. Income Tax (continued)                                                      

significant component of the difference between the actual tax expense and    
expected amount determined using the federal statutory tax rate of 35%. Any   
regulations that the IRS ultimately proposes for issuance in this area will be
subject to public notice and comment, at which time insurance companies and   
other interested parties will have the opportunity to raise legal and         
practical questions about the content, scope and application of such          
regulations. As a result, the ultimate timing and substance of any such       
regulations are unknown at this time. For the years ended December 31, 2015,  
2014 and 2013, the Company recognized an income tax benefit of $138 million,  
$135 million and $106 million, respectively, related to the separate account  
DRD. The 2015 benefit included a benefit of $12 million related to a true-up  
of the 2014 tax return. The 2014 and 2013 benefit included a benefit of $21   
million and $13 million related to a true-up of the 2013 and 2012 tax returns,
respectively.                                                                 

16. Contingencies, Commitments and Guarantees                                   

Contingencies                                                                   

Litigation                                                                    

  The Company is a defendant in a number of litigation matters. In some of the
matters, large and/or indeterminate amounts, including punitive and treble    
damages, are sought. Modern pleading practice in the U.S. permits considerable
variation in the assertion of monetary damages or other relief. Jurisdictions 
may permit claimants not to specify the monetary damages sought or may permit 
claimants to state only that the amount sought is sufficient to invoke the    
jurisdiction of the trial court. In addition, jurisdictions may permit        
plaintiffs to allege monetary damages in amounts well exceeding reasonably    
possible verdicts in the jurisdiction for similar matters. This variability in
pleadings, together with the actual experience of the Company in litigating or
resolving through settlement numerous claims over an extended period of time, 
demonstrates to management that the monetary relief which may be specified in 
a lawsuit or claim bears little relevance to its merits or disposition value. 

Due to the vagaries of litigation, the outcome of a litigation matter and 
the amount or range of potential loss at particular points in time may        
normally be difficult to ascertain. Uncertainties can include how fact finders
will evaluate documentary evidence and the credibility and effectiveness of   
witness testimony, and how trial and appellate courts will apply the law in   
the context of the pleadings or evidence presented, whether by motion         
practice, or at trial or on appeal. Disposition valuations are also subject to
the uncertainty of how opposing parties and their counsel will themselves view
the relevant evidence and applicable law.                                     

The Company establishes liabilities for litigation and regulatory loss    
contingencies when it is probable that a loss has been incurred and the amount
of the loss can be reasonably estimated. It is possible that some matters     
could require the Company to pay damages or make other expenditures or        
establish accruals in amounts that could not be reasonably estimated at       
December 31, 2015.                                                            

Matters as to Which an Estimate Can Be Made                                 

For some loss contingency matters, the Company is able to estimate a      
reasonably possible range of loss. For such matters where a loss is believed  
to be reasonably possible, but not probable, no accrual has been made. As of  
December 31, 2015, the aggregate range of reasonably possible losses in excess
of amounts accrued for these matters was not material for the Company.        

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

16. Contingencies, Commitments and Guarantees (continued)                       

Matters as to Which an Estimate Cannot Be Made                              

For other matters, the Company is not currently able to estimate the      
reasonably possible loss or range of loss. The Company is often unable to     
estimate the possible loss or range of loss until developments in such matters
have provided sufficient information to support an assessment of the range of 
possible loss, such as quantification of a damage demand from plaintiffs,     
discovery from other parties and investigation of factual allegations, rulings
by the court on motions or appeals, analysis by experts, and the progress of  
settlement negotiations. On a quarterly and annual basis, the Company reviews 
relevant information with respect to litigation contingencies and updates its 
accruals, disclosures and estimates of reasonably possible losses or ranges of
loss based on such reviews.                                                   

Unclaimed Property Litigation                                               

On November 14, 2012, the West Virginia Treasurer filed an action against 
MetLife Investors USA Insurance Company in West Virginia state court (West    
Virginia ex rel. John D. Perdue v. MetLife Investors USA Insurance Company,   
Circuit Court of Putnam County, Civil Action No. 12-C-363) alleging that      
MetLife Investors USA Insurance Company violated the West Virginia Uniform    
Unclaimed Property Act (the "Act"), seeking to compel compliance with the Act,
and seeking payment of unclaimed property, interest, and penalties. On        
December 28, 2012, the Treasurer filed a substantially identical suit against 
MetLife Insurance Company of Connecticut (West Virginia ex rel. John D. Perdue
v. MetLife Insurance Company of Connecticut, Circuit Court of Putnam County,  
Civil Action No. 12-C-430). On June 16, 2015, the West Virginia Supreme Court 
of Appeals reversed the Circuit Court's order that had granted defendants'    
motions to dismiss the actions and remanded them to the Circuit Court for     
further proceedings. MetLife Insurance Company USA, successor by merger to    
these defendants, intends to defend these actions vigorously.                 

Sales Practices Claims                                                      

Over the past several years, the Company has faced claims and regulatory  
inquiries and investigations, alleging improper marketing or sales of         
individual life insurance policies, annuities, mutual funds or other products.
The Company continues to defend vigorously against the claims in these        
matters. The Company believes adequate provision has been made in its         
consolidated financial statements for all probable and reasonably estimable   
losses for sales practices matters.                                           

Summary                                                                     

 Various litigation, claims and assessments against the Company, in addition
to those discussed previously and those otherwise provided for in the         
Company's consolidated financial statements, have arisen in the course of the 
Company's business, including, but not limited to, in connection with its     
activities as an insurer, investor and taxpayer. Further, state insurance     
regulatory authorities and other federal and state authorities regularly make 
inquiries and conduct investigations concerning the Company's compliance with 
applicable insurance and other laws and regulations.                          

It is not possible to predict the ultimate outcome of all pending         
investigations and legal proceedings. In some of the matters referred to      
previously, large and/or indeterminate amounts, including punitive and treble 
damages, are sought. Although, in light of these considerations it is possible
that an adverse outcome in certain                                            

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

16. Contingencies, Commitments and Guarantees (continued)                       

cases could have a material effect upon the Company's financial position,     
based on information currently known by the Company's management, in its      
opinion, the outcomes of such pending investigations and legal proceedings are
not likely to have such an effect. However, given the large and/or            
indeterminate amounts sought in certain of these matters and the inherent     
unpredictability of litigation, it is possible that an adverse outcome in     
certain matters could, from time to time, have a material effect on the       
Company's consolidated net income or cash flows in particular quarterly or    
annual periods.                                                               

Insolvency Assessments                                                        

Most of the jurisdictions in which the Company is admitted to transact    
business require insurers doing business within the jurisdiction to           
participate in guaranty associations, which are organized to pay contractual  
benefits owed pursuant to insurance policies issued by impaired, insolvent or 
failed insurers. These associations levy assessments, up to prescribed limits,
on all member insurers in a particular state on the basis of the proportionate
share of the premiums written by member insurers in the lines of business in  
which the impaired, insolvent or failed insurer engaged. Some states permit   
member insurers to recover assessments paid through full or partial premium   
tax offsets.                                                                  

Assets and liabilities held for insolvency assessments were as follows:   

                                                        [Enlarge/Download Table]

                                                                        December 31, 
                                                                        ------------ 
                                                                        2015    2014 
                                                                        ----    ---- 
                                                                        (In millions)
                                                                                     
Other Assets:                                                                        
 Premium tax offset for future discounted and undiscounted assessments.  $13     $13 
 Premium tax offsets currently available for paid assessments..........   10      13 
                                                                        ----    ---- 
                                                                         $23     $26 
                                                                        ====    ==== 
Other Liabilities:                                                                   
 Insolvency assessments................................................  $17     $18 
                                                                        ====    ==== 

Commitments                                                                     

Mortgage Loan Commitments                                                   

The Company commits to lend funds under mortgage loan commitments. The    
amounts of these mortgage loan commitments were $124 million and $36 million  
at December 31, 2015 and 2014, respectively.                                  

Commitments to Fund Partnership Investments and Private Corporate Bond      
Investments                                                                 

 The Company commits to fund partnership investments and to lend funds under
private corporate bond investments. The amounts of these unfunded commitments 
 were $1.0 billion and $918 million at December 31, 2015 and 2014, respectively.

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

16. Contingencies, Commitments and Guarantees (continued)                       

Other Commitments                                                           

   The Company has entered into collateral arrangements with affiliates, which
require the transfer of collateral in connection with secured demand notes. 
At December 31, 2015 and 2014, the Company had agreed to fund up to $20     
million and $32 million, respectively, of cash upon the request by these    
affiliates and had transferred collateral consisting of various securities  
with a fair market value of $25 million and $57 million, respectively, to   
custody accounts to secure the demand notes. Each of these affiliates is    
permitted by contract to sell or re-pledge this collateral.                 

Guarantees                                                                      

In the normal course of its business, the Company has provided certain      
indemnities, guarantees and commitments to third parties such that it may be    
required to make payments now or in the future. In the context of acquisition,  
disposition, investment and other transactions, the Company has provided        
indemnities and guarantees, including those related to tax, environmental and   
other specific liabilities and other indemnities and guarantees that are        
triggered by, among other things, breaches of representations, warranties or    
covenants provided by the Company. In addition, in the normal course of         
business, the Company provides indemnifications to counterparties in contracts  
with triggers similar to the foregoing, as well as for certain other            
liabilities, such as third-party lawsuits. These obligations are often subject  
to time limitations that vary in duration, including contractual limitations    
and those that arise by operation of law, such as applicable statutes of        
limitation. In some cases, the maximum potential obligation under the           
indemnities and guarantees is subject to a contractual limitation ranging from  
$6 million to $223 million, with a cumulative maximum of $264 million, while in 
other cases such limitations are not specified or applicable. Since certain of  
these obligations are not subject to limitations, the Company does not believe  
that it is possible to determine the maximum potential amount that could become 
due under these guarantees in the future. Management believes that it is        
unlikely the Company will have to make any material payments under these        
indemnities, guarantees, or commitments.                                        

In addition, the Company indemnifies its directors and officers as provided 
in its charters and by-laws. Also, the Company indemnifies its agents for       
liabilities incurred as a result of their representation of the Company's       
interests. Since these indemnities are generally not subject to limitation with 
respect to duration or amount, the Company does not believe that it is possible 
to determine the maximum potential amount that could become due under these     
indemnities in the future.                                                      

The Company's recorded liabilities were $2 million and $1 million at        
December 31, 2015 and 2014, respectively, for indemnities, guarantees and       
commitments.                                                                    

17. Related Party Transactions                                                  

Service Agreements                                                              

The Company has entered into various agreements with affiliates for services
necessary to conduct its activities. Typical services provided under these      
agreements include personnel, policy administrative functions and distribution  
services. For certain agreements, charges are based on various performance      
measures or activity-based costing. The bases for such charges are modified and 
adjusted by management when necessary or appropriate to reflect fairly and      
equitably the actual incidence of cost incurred by the Company and/or affiliate.

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Notes to the Consolidated Financial Statements -- (continued) 

17. Related Party Transactions (continued)                                      

Expenses and fees incurred with affiliates related to these agreements,         
recorded in other expenses, were $1.6 billion, $1.6 billion and $1.7 billion    
for the years ended December 31, 2015, 2014 and 2013, respectively. Revenues    
received from affiliates related to these agreements, recorded in universal     
life and investment-type product policy fees, were $248 million, $266 million   
and $247 million for the years ended December 31, 2015, 2014 and 2013,          
respectively. Revenues received from affiliates related to these agreements,    
recorded in other revenues, were $208 million, $202 million and $211 million    
for the years ended December 31, 2015, 2014 and 2013, respectively.             

The Company had net receivables from affiliates, related to the items       
discussed above, of $136 million and $26 million at December 31, 2015 and 2014, 
respectively.                                                                   

See Notes 7, 8, 9 and 12 for additional information on related party        
transactions.                                                                   

18. Subsequent Events                                                           

Sales Distribution Services                                                     

On February 28, 2016, MetLife, Inc. entered into a purchase agreement with  
Massachusetts Mutual Life Insurance Company ("MassMutual") pursuant to which    
MassMutual will acquire MetLife's U.S. Retail advisor force, the MetLife        
Premier Client Group, together with its affiliated broker-dealer, MetLife       
Securities, Inc., a wholly-owned subsidiary of MetLife, Inc., and certain       
related assets. As part of the transaction, MetLife, Inc. and MassMutual have   
also agreed to enter into a product development agreement under which MetLife's 
U.S. Retail business will be the exclusive developer of certain annuity         
products to be issued by MassMutual. The transaction is subject to certain      
closing conditions, including regulatory approval.                              

Capital Contribution                                                            

On February 24, 2016, MetLife USA received a capital contribution of $1.5   
billion in cash from MetLife, Inc.                                              

The Separation                                                                  

On January 12, 2016, MetLife, Inc. announced its plan to pursue the         
Separation. MetLife is currently evaluating structural alternatives for the     
proposed Separation, including a public offering of shares in an independent,   
publicly traded company, a spin-off, or a sale. The completion of a public      
offering would depend on, among other things, the U.S. Securities and Exchange  
Commission ("SEC") filing and review process, as well as market conditions. Any 
Separation that might occur will be subject to the satisfaction of various      
conditions and approvals, including approval of any transaction by the MetLife, 
Inc. Board of Directors, satisfaction of any applicable requirements of the     
SEC, and receipt of insurance and other regulatory approvals and other          
anticipated conditions.                                                         

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Schedule I  
Consolidated Summary of Investments --  
Other Than Investments in Related Parties 
December 31, 2015 

(In millions) 

                                                        [Enlarge/Download Table]

                                               Cost or Amortized Estimated   Amount at Which Shown on
                                                   Cost (1)      Fair Value       Balance Sheet      
Types of Investments                           ----------------- ----------- ------------------------
                                                                                                     
Fixed maturity securities:                                                                           
 Bonds:                                                                                              
   U.S. Treasury and agency securities........   $        12,562 $    13,806            $      13,806
   State and political subdivision securities.             2,398       2,705                    2,705
   Public utilities...........................             2,207       2,343                    2,343
   Foreign government securities..............               651         745                      745
   All other corporate bonds..................            18,600      18,945                   18,945
                                               ----------------- ----------- ------------------------
     Total bonds..............................            36,418      38,544                   38,544
 Mortgage-backed and asset-backed                                                                    
   securities.................................            13,388      13,453                   13,453
 Redeemable preferred stock...................               348         412                      412
                                               ----------------- ----------- ------------------------
       Total fixed maturity securities........            50,154      52,409                   52,409
                                               ----------------- ----------- ------------------------
Equity securities:                                                                                   
Common stock:                                                                                        
 Industrial, miscellaneous and all other......               161         177                      177
 Public utilities.............................                 4           3                        3
 Banks, trust and insurance companies.........                 2           5                        5
 Non-redeemable preferred stock...............               217         224                      224
                                               ----------------- ----------- ------------------------
     Total equity securities..................               384         409                      409
                                               ----------------- ----------- ------------------------
Mortgage loans held-for-investment............             7,262                                7,262
Policy loans..................................             1,266                                1,266
Real estate and real estate joint ventures....               628                                  628
Other limited partnership interests...........             1,846                                1,846
Short-term investments........................             1,737                                1,737
Other invested assets.........................             4,942                                4,942
                                               -----------------             ------------------------
        Total investments.....................   $        68,219                        $      70,499
                                               =================             ========================

--------                                                                        

(1)Cost or amortized cost for fixed maturity securities and mortgage loans      
held-for-investment represents original cost reduced by repayments,       
valuation allowances and impairments from other-than-temporary declines in
estimated fair value that are charged to earnings and adjusted for        
amortization of premiums or accretion of discounts; for equity securities,
cost represents original cost reduced by impairments from                 
  other-than-temporary declines in estimated fair value; for real estate, cost
represents original cost reduced by impairments and adjusted for valuation
allowances and depreciation; for real estate joint ventures and other     
limited partnership interests, cost represents original cost reduced for  
impairments or original cost adjusted for equity in earnings and          
distributions.                                                            

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Schedule III  
Consolidated Supplementary Insurance Information  
December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                      Future Policy                                                  
                             DAC    Benefits and Other                                               
                             and      Policy-Related     Policyholder       Unearned       Unearned  
Segment                      VOBA        Balances      Account Balances Premiums (1), (2) Revenue (1)
-------------------------- -------- ------------------ ---------------- ----------------- -----------
                                                                                                     
2015                                                                                                 
Retail.................... $  4,694          $  16,164        $  29,789             $  12      $  175
Corporate Benefit Funding.        6             10,115            5,870                --          13
Corporate & Other.........      109              7,164                2                 6          --
                           -------- ------------------ ---------------- ----------------- -----------
 Total.................... $  4,809          $  33,443        $  35,661             $  18      $  188
                           ======== ================== ================ ================= ===========
2014                                                                                                 
Retail.................... $  4,824          $  14,184        $  28,790             $   9      $  203
Corporate Benefit Funding.        5             10,849            6,695                --           1
Corporate & Other.........       61              6,766                1                 5          --
                           -------- ------------------ ---------------- ----------------- -----------
 Total.................... $  4,890          $  31,799        $  35,486             $  14      $  204
                           ======== ================== ================ ================= ===========
2013                                                                                                 
Retail.................... $  5,659          $  13,156        $  27,864             $   9      $  286
Corporate Benefit Funding.        6             14,270            8,357                --           2
Corporate & Other.........       26              7,307            1,168                 4          --
                           -------- ------------------ ---------------- ----------------- -----------
 Total.................... $  5,691          $  34,733        $  37,389             $  13      $  288
                           ======== ================== ================ ================= ===========

--------                                                                        

(1)Amounts are included within the future policy benefits and other             
policy-related balances column.                                           

(2)Includes premiums received in advance.                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Schedule III  
Consolidated Supplementary Insurance Information -- (continued) 
December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                       Policyholder Benefits                                
                      Premiums and                        and Claims and     Amortization of                
                   Universal Life and                    Interest Credited    DAC and VOBA                  
                     Investment-Type   Net Investment     to Policyholder      Charged to    Other Operating
Segment            Product Policy Fees     Income        Account Balances    Other Expenses   Expenses (1)  
------------------ ------------------- --------------  --------------------- --------------- ---------------
                                                                                                            
2015                                                                                                        
Retail............          $    4,055       $  1,863           $      3,006       $     571       $   1,503
Corporate Benefit                                                                                           
  Funding.........                  70            804                    521               1              45
Corporate & Other.                 248            (52)                   206              23             174
                   ------------------- --------------  --------------------- --------------- ---------------
 Total............          $    4,373       $  2,615           $      3,733       $     595       $   1,722
                   =================== ==============  ===================== =============== ===============
2014                                                                                                        
Retail............          $    4,094       $  1,845           $      3,168       $     966       $   1,520
Corporate Benefit                                                                                           
  Funding.........                   9            908                    603               2              42
Corporate & Other.                 242            (84)                    55              22             202
                   ------------------- --------------  --------------------- --------------- ---------------
 Total............          $    4,345       $  2,669           $      3,826       $     990       $   1,764
                   =================== ==============  ===================== =============== ===============
2013                                                                                                        
Retail............          $    3,385       $  1,784           $      3,444       $     199       $   1,454
Corporate Benefit                                                                                           
  Funding.........                 219          1,119                    858               5              38
Corporate & Other.                 215             96                     13               1             240
                   ------------------- --------------  --------------------- --------------- ---------------
 Total............          $    3,819       $  2,999           $      4,315       $     205       $   1,732
                   =================== ==============  ===================== =============== ===============

--------                                                                        

(1)Includes other expenses, excluding amortization of DAC and VOBA charged to   
other expenses.                                                           

See Note 2 of the Notes to the Consolidated Financial Statements for        
information on certain segment reporting changes during the first quarter of    
2015, which were retrospectively applied.                                       

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MetLife Insurance Company USA 
(A Wholly-Owned Subsidiary of MetLife, Inc.)  

Schedule IV 
Consolidated Reinsurance  
December 31, 2015, 2014 and 2013  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                             % Amount   
                             Gross Amount   Ceded     Assumed  Net Amount Assumed to Net
                             ------------ ---------- --------- ---------- --------------
                                                                                        
2015                                                                                    
Life insurance in-force.....   $  538,086 $  497,017 $  94,863  $ 135,932          69.8%
                             ============ ========== ========= ==========               
Insurance premium                                                                       
Life insurance (1)..........   $    2,046 $      916 $     288  $   1,418          20.3%
Accident & health insurance.          235        229         9         15          60.0%
                             ------------ ---------- --------- ----------               
 Total insurance premium....   $    2,281 $    1,145 $     297  $   1,433          20.7%
                             ============ ========== ========= ==========               
2014                                                                                    
Life insurance in-force.....   $  489,194 $  450,342 $  52,728  $  91,580          57.6%
                             ============ ========== ========= ==========               
Insurance premium                                                                       
Life insurance (1)..........   $    1,995 $      943 $      94  $   1,146           8.2%
Accident & health insurance.          231        225        --          6           0.0%
                             ------------ ---------- --------- ----------               
 Total insurance premium....   $    2,226 $    1,168 $      94  $   1,152           8.2%
                             ============ ========== ========= ==========               
2013                                                                                    
Life insurance in-force.....   $  467,458 $  428,842 $  10,931  $  49,547          22.1%
                             ============ ========== ========= ==========               
Insurance premium                                                                       
Life insurance (1)..........   $    1,356 $      746 $      73  $     683          10.6%
Accident & health insurance.          234        228        --          6           0.0%
                             ------------ ---------- --------- ----------               
 Total insurance premium....   $    1,590 $      974 $      73  $     689          10.6%
                             ============ ========== ========= ==========               

--------                                                                        

(1)Includes annuities with life contingencies.                                  

For the year ended December 31, 2015, reinsurance ceded and assumed included
affiliated transactions for life insurance in-force of $321.0 billion and $86.4 
billion, respectively, and life insurance premiums of $783 million and $227     
million, respectively. For the year ended December 31, 2014, reinsurance ceded  
and assumed included affiliated transactions for life insurance in-force of     
$292.0 billion and $50.2 billion, respectively, and life insurance premiums of  
$830 million and $55 million, respectively. For the year ended December 31,     
2013, reinsurance ceded and assumed included affiliated transactions for life   
insurance in-force of $270.0 billion and $10.0 billion, respectively, and life  
insurance premiums of $638 million and $28 million, respectively.               

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PART C

OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

a. Financial Statements                                                         

The financial statements and financial highlights of each of the Sub-Accounts   
of the Separate Account are included in Part B hereof and include:              

1. Report of Independent Registered Public Accounting Firm.                     

2. Statements of Assets and Liabilities as of December 31, 2015.                

3. Statements of Operations for the year ended December 31, 2015.               

4. Statements of Changes in Net Assets for the years ended December 31, 2015    
and 2014.                                                                       

5. Notes to the Financial Statements.                                           

The consolidated financial statements and financial statement schedules of the  
Company and subsidiaries are included in Part B hereof and include:             

1. Report of Independent Registered Public Accounting Firm.                     

2. Consolidated Balance Sheets as of December 31, 2015 and 2014.                

3. Consolidated Statements of Operations for the years ended December 31, 2015, 
2014 and 2013.                                                                  

4. Consolidated Statements of Comprehensive Income (Loss) for the years ended   
December 31, 2015, 2014 and 2013.                                               

5. Consolidated Statements of Stockholder's Equity for the years ended December 
31, 2015, 2014 and 2013.                                                        

6. Consolidated Statements of Cash Flows for the years ended December 31, 2015, 
2014 and 2013.                                                                  

7. Notes to the Consolidated Financial Statements.                              

8. Financial Statement Schedules.                                               

b. Exhibits                                                                     

1. (i)         Certification of Restated Resolutions of the Board of Directors  
        of MetLife Investors USA Insurance Company authorizing the
              establishment of the Separate Account (adopted May 18, 2004) (3)

(ii)        Resolutions of the Board of Directors of MetLife Investors USA
       Insurance Company (including Agreement and Plan of Merger
           attached as Exhibit B to the resolutions) (adopted August 13,
2014) (22)                                        

(iii)       Resolutions of the Board of Directors of MetLife Insurance    
         Company of Connecticut authorizing the establishment of the
Separate Account (adopted September 17, 2014) (22)

2.             Not Applicable.                                                  

3. (i) (a)     Distribution and Principal Underwriting Agreement between        
            MetLife Insurance Company of Connecticut and MetLife Investors
    Distribution Company (effective November 24, 2009) (7)

(i) (b)     Amendment to Distribution and Principal Underwriting Agreement
          between MetLife Insurance Company of Connecticut and MetLife
         Investors Distribution Company (dated August 18, 2014) (22)

(i) (c)     Amendment No. 2 to the Distribution and Principal Underwriting
            Agreement between MetLife Insurance Company of Connecticut and
           MetLife Investors Distribution Company (effective December 7,
2015) (24)                                        

(ii)        Form of Enterprise Selling Agreement 09-12 (MetLife Investors 
Distribution Company Sales Agreement) (20)        

4. (i)         Individual Flexible Purchase Payment Deferred Variable Annuity   
Contract (7010 (11/00)) (1)                       

(ii)        Death Benefit Rider - (Principal Protection) (Form 7015       
(11/00)) (1)                                      

(iii)       Death Benefit Rider - (Annual Step-Up) (Form 7017 (11/00)) (1)

(iiv)       Additional Death Benefit Rider - (Earnings Preservation       
Benefit) (Form 7019 (11/00)) (1)                  

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(v)         Waiver of Withdrawal Charge for Nursing Home or Hospital      
Confinement Rider (Form 7021 (11/00)) (1)         

(vi)        Terminal Illness Rider (Form 7022 (11/00)) (1)                

(vii)       Unisex Annuity Rates Rider (Form 7027 (11/00)) (1)            

(viii)      Endorsement (Name Change - effective March 1, 2001. MetLife   
           Investors USA Insurance Company; formerly Security First Life
Insurance Company) (2)                            

(ix)        Individual Retirement Annuity Endorsement 8023.1 (9/02) (3)   

(x)         Roth Individual Retirement Annuity Endorsement 8024.1 (9/02)  
(3)                                               

(xi)        401(a)/403(a) Plan Endorsement 8025.1 (9/02) (3)              

(xii)       Tax Sheltered Annuity Endorsement 8026.1 (9/02) (3)           

(xiii)      Simple Individual Retirement Annuity Endorsement 8276 (9/02)  
(3)                                               

(xiv)       Designated Beneficiary Non-Qualified Annuity Endorsement      
MLIU-NQ-1 (11/05)-I (6)                           

(xv)        Lifetime Guaranteed Withdrawal Benefit Rider MLIU-690-3 (6/06)
(LWG I) (8)                                       

(xvi)       Form of Contract Schedule [LWG I, et al.] 8028-5 (6/06) (8)   

(xvii)      Fixed Account Rider 8012 (11/00) (9)                          

(xviii)     Form of Tax-Sheltered Annuity Endorsement MLIU-398-3 (12/08)  
(10)                                              

(xix)       Merger Endorsement (effective November 14, 2014) (MetLife     
           Investors USA Insurance Company merged into MetLife Insurance
Company USA) 6-E118-14 (22)                       

(xx)        Non-qualified Annuity Endorsement MLIU-NQ (11/04) - I (22)    

    (xxi) Guaranteed Lifetime Withdrawal Benefit Rider 5-4-GLWB-1 (02/15) (23)

  (xxii) Guaranteed Lifetime Withdrawal Benefit Rider (with Death Benefit)
5-4-GLWDB-1 (02/15) (23)                                                        

(xxiii) Contract Schedule Guaranteed Lifetime Withdrawal Benefit Rider    
(FlexChoice Level) 5-4-CGLWB-1 (02/15) (23)                               

(xxiv) Contract Schedule Guaranteed Lifetime Withdrawal Benefit Rider     
(FlexChoice Expedite) 5-4-CGLWB-1 (02/15) (23)                            

5.             Form of Variable Annuity Application ICC 16-PEV-APP (01/16)      
APPMPO-ICC (06/16) (filed herewith)               

6. (i)         Copy of Certificate of Incorporation of the Company and          
         Certificate of Amendment (effective November 14, 2014) (22)

(ii)        Copy of the Bylaws of the Company (22)                        

7.             Not Applicable.                                                  

8. (i) (a)     Participation Agreement Among Met Investors Series Trust, Met    
              Investors Advisory, LLC, MetLife Investors Distribution Company,
        The Travelers Insurance Company and The Travelers Life and
Annuity Company (effective 11-01-05) (11)         

(i) (b)     First Amendment to Participation Agreement Among Met Investors
    Series Trust, MetLife Advisers, LLC, MetLife Investors
   Distribution Company and MetLife Insurance Company of
Connecticut (effective 05-01-09) (12)             

(i) (c)     Amendment to Participation Agreement in effect Among Met      
              Investors Series Trust, MetLife Advisers, LLC, MetLife Investors
   Distribution Company and MetLife Insurance Company of
Connecticut, et al. (effective 4-30-10) (12)      

(i) (d)     Amendment to Participation Agreement with Met Investors Series
Trust (effective November 17, 2014) (22)          

(ii)(a)     Participation Agreement Among Metropolitan Series Fund, Inc., 
            MetLife Advisers, LLC, MetLife Investors Distribution Company,
 MetLife Insurance Company of Connecticut (effective
08-31-07) (13)                                    

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(ii) (b)    Amendment to Participation Agreement in effect Among          
            Metropolitan Series Fund, Inc., MetLife Advisers, LLC, MetLife
             Investors Distribution Company and MetLife Insurance Company of
Connecticut, et al. (effective 04-30-10) (12)     

(iii) (a)   Fund Participation Agreement Among The Travelers Insurance    
       Company, The Travelers Life and Annuity Company, American
              Variable Insurance Series, American Funds Distributors, Inc. and
          Capital Research and Management Company (effective 10-01-99)
(14)                                              

 (iii) (b)   Amendment to the Participation Agreement between American Funds
           Insurance Series, Capital Research and Management Company and
         MetLife Insurance Company of Connecticut, et al. (effective
04-30-10) (15)                                    

(iii) (c)   Amendment to the Participation Agreement with American Funds  
 Insurance Series (effective November 17, 2014) (22)

 (iii) (d)   Eighth Amendment to the Participation Agreement between MetLife
              Insurance Company USA, American Funds Insurance Series, American
          Funds Distributors, Inc. and Capital Research and Management
Company dated May 15, 2015. (24)                  

(iii) (e)   Ninth Amendment to the Participation Agreement between MetLife
              Insurance Company USA, American Funds Insurance Series, American
          Funds Distributors, Inc. and Capital Research and Management
Company dated November 19, 2014. (24)             

 (iv) (a)    Participation agreement among AIM Variable Insurance Funds, A I
        M Distributors, Inc., The Travelers Insurance Company, The
           Travelers Life and Annuity Company and Travelers Distribution
         LLC (effective 10-1-00) and Amendments (effective 05-01-03,
03-31-05, 03-31-08) (14)                          

(iv) (b)    Amendment to Participation Agreement among AIM Variable       
          Insurance Funds, A I M Distributors, Inc., MetLife Insurance
       Company of Connecticut and MetLife Investors Distribution
Company (effective 04-30-10) (16)                 

(iv) (c)    Amendment to Participation Agreement among AIM Variable       
          Insurance Funds (Invesco Variable Insurance Funds) ("AVIF"),
         Invesco Distributors, Inc. and MetLife Insurance Company of
Connecticut, et al. (effective 04-30-10) (16)     

(iv) (d)    Amendment to Participation Agreement among AIM Variable       
           Insurance Funds (Invesco Variable Insurance Funds) (effective
November 17, 2014) (22)                           

(v) (a)     Amended and Restated Participation Agreement among Fidelity(R)
      Variable Insurance Products Funds, Fidelity Distributors
        Corporation and The Travelers Insurance Company (effective
             05-01-01) and Amendments (effective 05-01-03 and 12-08-04) (14)

(v) (b)     Summary Prospectus Agreement among Fidelity Distributors      
              Corporation and MetLife Insurance Company of Connecticut, et al.
(effective 04-30-10) (17)                         

(v) (c)     Amendment to Participation Agreement with Fidelity(R) Variable
         Insurance Products Funds (effective November 17, 2014) (22)

(vi) (a)    Amended and Restated Participation Agreement among Franklin   
             Templeton Variable Insurance Products Trust, Franklin/Templeton
      Distributors, Inc., The Travelers Insurance Company, The
           Travelers Life and Annuity Company and Travelers Distribution
     LLC (effective 05-01-04) and Amendment No. 1 (effective
05-02-05) (14)                                    

(vi) (b)    Amendment No. 5 to the Amended and Restated Participation     
            Agreement among Franklin Templeton Variable Insurance Products
             Trust, Franklin/Templeton Distributors, Inc., MetLife Insurance
       Company of Connecticut and MetLife Investors Distribution
Company (effective 10-05-10) (17)                 

(vi) (c)    Participation Agreement Addendum among Franklin Templeton     
   Variable Insurance Products Trust, Franklin/Templeton
              Distributors, Inc., MetLife Insurance Company of Connecticut and
              MetLife Investors Distribution Company (effective 05-01-11) (12)

(vi) (d)    Amendment to the Participation Agreement among Franklin       
             Templeton Variable Insurance Products Trust, Franklin/Templeton
              Distributors, Inc., MetLife Insurance Company of Connecticut and
              MetLife Investors Distribution Company (effective 01-15-13) (18)

(vi) (e)    Amendment to the Participation Agreement with Franklin        
             Templeton Variable Insurance Products Trust (effective November
17, 2014) (22)                                    

 (vi) (f)    Amendment to Participation Agreement between Franklin Templeton
   Variable Insurance Products Trust, Franklin/Templeton
              Distributors, Inc., MetLife Insurance Company of Connecticut and
         MetLife Investors Distribution Company (effective August 1,
2014) (24)                                        

(vii) (a)   Participation Agreement among Legg Mason Partners Variable    
           Equity Trust, Legg Mason Partners Variable Income Trust, Legg
             Mason Investor Services, LLC, Legg Mason Partners Fund Advisor,
         LLC and MetLife Insurance Company of Connecticut (effective
01-01-09) (14)                                    

(vii) (b)   Amendment to Participation Agreement among Legg Mason Partners
        Variable Equity Trust, Legg Mason Partners Variable Income
           Trust, Legg Mason Investor Services, LLC, Legg Mason Partners
             Fund Advisor, LLC and MetLife Insurance Company of Connecticut,
et al. (effective 04-30-10) (17)                  

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(vii) (c)   Amendment to Participation Agreement with Legg Mason Partners 
           Variable Equity Trust and Legg Mason Partners Variable Income
Trust (effective November 17, 2014) (22)          

(viii) (a)  Participation Agreement among Oppenheimer Variable Account    
            Funds, OppenheimerFunds, Inc., The Travelers Insurance Company
             and The Travelers Life and Annuity Company (effective 01-01-02)
             and Amendment Nos. 1-4 (effective 05-01-03, 05-03-04, 05-02-05,
04-28-08) (14)                                    

(viii) (b)  Amendment to the Participation Agreement among Oppenheimer    
     Variable Account Funds, OppenheimerFunds, Inc., MetLife
           Insurance Company of Connecticut, et al. (effective 05-01-10)
(19)                                              

(viii) (c)  Amendment to Participation Agreement with Oppenheimer Variable
Account Funds (effective November 17, 2014) (22)  

 (ix) (a)    Participation Agreement among Pioneer Variable Contracts Trust,
             The Travelers Insurance Company, The Travelers Life and Annuity
            Company, Pioneer Investment Management, Inc. and Pioneer Funds
             Distributor, Inc. (effective 01-01-02) and Amendment Nos. 1 and
2 (effective 05-02-03 and 04-28-08) (14)          

(ix) (b)    Amendment No. 3 to the Participation Agreement among Pioneer  
    Variable Contracts Trust, MetLife Insurance Company of
          Connecticut, Pioneer Investment Management, Inc. and Pioneer
Funds Distributor, Inc. (effective 05-01-11) (21) 

(ix) (c)    Amendment to Participation Agreement with Pioneer Variable    
Contracts Trust (effective November 17, 2014) (22)

9.             Opinion of Counsel (filed herewith)                              

10.            Consent of Independent Registered Public Accounting Firm (filed  
herewith)                                         

11.            Not Applicable.                                                  

12.            Not Applicable.                                                  

13.            Powers of Attorney for Eric T. Steigerwalt, Myles Lambert,       
      Kieran Mullins, Peter M. Carlson and Anant Bhalla (filed
herewith)                                         

------------                                                                    
(1)   incorporated herein by reference to Registrant's Form N-4 (File Nos.      
333-54464 and 811-03365) filed electronically on January 26, 2001.  

(2)   incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 1 on Form N-4 (File Nos. 333-54464 and 811-03365) filed         
electronically on April 13, 2001.                                   

(3)   incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 6 on Form N-4 (File Nos. 333-54464 and 811-03365) filed         
electronically on July 15, 2004.                                    

(4)   incorporated herein by reference to Registrant's Pre-Effective Amendment  
No. 1 on Form N-4 (File Nos. 333-137968 and 811-03365) filed        
electronically on December 22, 2006.                                

(5)   incorporated herein by reference to Registrant's Initial Registration     
Statement on Form N-4 (File Nos. 333-125753 and 811-03365) filed    
electronically on June 13, 2005.                                    

(6)   incorporated herein by reference to Registrant's Pre-Effective Amendment  
No. 1 on Form N-4/A (File Nos. 333-125753 and 811-03365) filed      
electronically on September 15, 2005.                               

(7)   incorporated herein by reference to MetLife of CT Separate Account Eleven 
    for Variable Annuities' Post-Effective Amendment No. 1 to Form N-4 (File
 Nos. 333-152199 and 811-21262) filed electronically on April 8, 2009.

(8)   incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 19 on Form N-4 (File Nos. 333-54464 and 811-03365) filed        
electronically on April 24, 2006.                                   

(9)   incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 18 on Form N-4 (File Nos. 333-54466 and 811-03365) filed        
electronically on April 16, 2007.                                   

(10)  incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 3 to Form N-4 (File Nos. 333-156648 and 811-03365) filed        
electronically on March 22, 2011.                                   

(11)  incorporated herein by reference to The Travelers Fund ABD for Variable   
Annuities' Post-Effective Amendment No. 14 to Form N-4 (File Nos.   
033-65343 and 811-07465) filed electronically on April 6, 2006.     

(12)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
    for Variable Annuities' Post-Effective Amendment No. 4 to Form N-4 (File
 Nos. 333-152189 and 811-21262) filed electronically on April 4, 2012.

(13)  incorporated herein by reference to MetLife of CT Separate Account Nine   
     for Variable Annuities' Post-Effective Amendment No. 11 to Form N-4 (File
   Nos. 333-65926 and 811-09411) filed electronically on October 31, 2007.

(14)  incorporated herein by reference to MetLife of CT Fund UL III for         
  Variable Life's Post-Effective Amendment No. 15 to Form N-6 (File Nos.
333-71349 and 811-09215) filed electronically on April 9, 2009.     

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(15)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
    for Variable Annuities' Post-Effective Amendment No. 3 to Form N-4 (File
 Nos. 333-152194 and 811-21262) filed electronically on April 5, 2011.

(16)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
     for Variable Annuities' Post-Effective Amendment No. 21 to Form N-4 (File
 Nos. 333-101778 and 811-21262) filed electronically on April 5, 2011.

(17)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
     for Variable Annuities' Post-Effective Amendment No. 3 to Form N-4 (Files
 Nos. 333-152189 and 811-21262) filed electronically on April 5, 2011.

(18)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
for Variable Annuities' Post-Effective Amendment No. 23 to Form N-4 
  (Files Nos. 333-101778 and 811-21262) filed electronically on April 3,
2013.                                                               

(19)  incorporated herein by reference to MetLife of CT Fund UL III for         
  Variable Life's Post-Effective Amendment No. 18 to Form N-6 (File Nos.
333-71349 and 811-09215) filed electronically on April 5, 2012.     

(20)  incorporated herein by reference to Registrant's Post-Effective Amendment 
No. 12 to Form N-4 (File Nos. 333-176374 and 811-03365) filed       
electronically on April 10, 2013.                                   

(21)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
for Variable Annuities' Post-Effective Amendment No. 22 to Form N-4 
  (Files Nos. 333-101778 and 811-21262) filed electronically on April 4,
2012.                                                               

(22)  incorporated herein by reference to Registrant's Registration Statement   
    on Form N-4 (File Nos. 333-200237 and 811-03365) filed electronically on
November 17, 2014.                                                  

(23)  incorporated herein by reference to Registrant's Post-Effective           
  Amendment No. 1 to Form N-4 (File Nos. 333-200231 and 811-03365) filed
electronically on November 25, 2014.                                

(24)  incorporated herein by reference to MetLife of CT Separate Account Eleven 
     for Variable Annuities' Post-Effective Amendment No. 26 to Form N-4 (File
 Nos. 333-101778 and 811-21262) filed electronically on April 6, 2016.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR                                

The following are the Officers and Directors who are engaged directly or        
indirectly in activities relating to the Registrant or the variable annuity     
contracts offered by the Registrant and the executive officers of the Company:  

                                                        [Enlarge/Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS    POSITIONS AND OFFICES WITH DEPOSITOR                           
-------------------------------------  ---------------------------------------------------------------
                                                                                                      
Eric T. Steigerwalt                    Director, Chairman of the Board, President and Chief Executive 
Gragg Building                         Officer                                                        
11225 North Community House Road                                                                      
Charlotte, NC 28277                                                                                   

                                                                [Download Table]
                                       
Myles Lambert                  Director
1 MetLife Plaza                        
27-01 Queens Plaza North               
Long Island City, NY 11101             

                                                                [Download Table]
                                            
Kieran Mullins                      Director
Gragg Building                              
11225 North Community House Road            
Charlotte, NC 28277                         

                                                                [Download Table]
                                            
Jonathan L. Rosenthal               Director
10 Park Avenue                              
Morristown, NJ 07962                        

                                                                [Download Table]
                                                                           
Ricardo A. Anzaldua            Executive Vice President and General Counsel
1095 Avenue of the Americas                                                
New York, NY 10036                                                         

                                                                [Download Table]
                                                                                  
Peter M. Carlson             Executive Vice President and Chief Accounting Officer
1095 Avenue of the Americas                                                       
New York, NY 10036                                                                

                                                                [Download Table]
                                                                              
Steven J. Goulart        Executive Vice President and Chief Investment Officer
10 Park Avenue                                                                
Morristown, NJ 07962                                                          

                                                                [Download Table]
                                               
Robin F. Lenna         Executive Vice President
200 Park Avenue                                
12th Floor                                     
New York, NY 10166                             

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Anant Bhalla                      Director, Senior Vice President and Chief Financial Officer
Gragg Building                                                                               
11225 North Community House Road                                                             
Charlotte, NC 28277                                                                          

                                                                [Download Table]
                                                                     
Marlene B. Debel               Executive Vice President and Treasurer
1095 Avenue of the Americas                                          
New York, NY 10036                                                   

                                                                [Download Table]
                                                                        
Jason P. Manske          Senior Vice President and Chief Hedging Officer
10 Park Avenue                                                          
Morristown, NJ 07962                                                    

                                                                [Download Table]
                                                    
Roberto Baron                  Senior Vice President
1095 Avenue of the Americas                         
New York, NY 10036                                  

                                                                [Download Table]
                                            
Steven J. Brash        Senior Vice President
277 Park Avenue                             
46th Floor                                  
New York, NY 10172                          

                                                                [Download Table]
                                              
Frank Cassandra          Senior Vice President
10 Park Avenue                                
Morristown, NJ 07962                          

                                                                [Download Table]
                                                       
Adam M. Hodes                  Executive Vice President
1095 Avenue of the Americas                            
New York, NY 10036                                     

                                                                [Download Table]
                                                         
Jean P. Vernor                      Senior Vice President
Woodward Building                                        
11215 North Community House Road                         
Charlotte, NC 28277                                      

                                                                [Download Table]
                                                    
Stewart M. Ashkenazy           Senior Vice President
1095 Avenue of the Americas                         
New York, NY 10036                                  

                                                                [Download Table]
                                                                  
S. Peter Headley            Vice President and Assistant Secretary
10801 Mastin Boulevard                                            
Suite 930                                                         
Overland Park, KS 66210                                           

                                                                [Download Table]
                                               
Andrew Kaniuk             Senior Vice President
501 Route 22                                   
Bridgewater, NJ 08807                          

                                                                [Download Table]
                                                        
Christopher A. Kremer         Vice President and Actuary
1 MetLife Plaza                                         
27-01 Queens Plaza North                                
Long Island City NY 11101                               

                                                                [Download Table]
                                                    
Lisa S. Kuklinski              Senior Vice President
1095 Avenue of the Americas                         
New York, NY 10036                                  

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                                                                [Download Table]
                                                    
Enid M. Reichert          Vice President and Actuary
501 Route 22                                        
Bridgewater, NJ 08807                               

                                                                [Download Table]
                                                              
Ruth Y. Sayasith          Vice President and Appointed Actuary
501 Route 22                                                  
Bridgewater, NJ 08807                                         

                                                                [Download Table]
                                                         
Christopher Siudzinski         Vice President and Actuary
1095 Avenue of the Americas                              
New York, NY 10036                                       

                                                                [Download Table]
                                                                           
Wendy Lee Williams                  Vice President and Illustration Actuary
Woodward Building                                                          
11215 North Community House Road                                           
Charlotte, NC 28277                                                        

                                                                [Download Table]
                                            
Scott E. Andrews              Vice President
4700 Westown Pkwy.                          
Suite 200                                   
West Des Moines, IA 50266                   

                                                                [Download Table]
                                            
Andrew T. Aoyama       Senior Vice President
200 Park Avenue                             
12th Floor                                  
New York, NY 10166                          

                                                                [Download Table]
                                              
Grant Barrans            Senior Vice President
600 North King Street                         
Wilmington, DE 19801                          

                                                                [Download Table]
                                     
Henry W. Blaylock      Vice President
200 Park Avenue                      
12th Floor                           
New York, NY 10166                   

                                                                [Download Table]
                                        
Timothy J. Brown          Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                        
Mark J. Davis             Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                               
Lynn A. Dumais            Senior Vice President
18210 Crane Nest Drive                         
Tampa, FL 33647                                

                                                                [Download Table]
                                                  
Kevin G. Finneran                   Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                        
Geoffrey A. Fradkin       Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

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Judith A. Gulotta        Vice President
10 Park Avenue                         
Morristown, NJ 07962                   

                                                                [Download Table]
                                                         
Jeffrey P. Halperin                 Senior Vice President
Gragg Building                                           
11225 North Community House Road                         
Charlotte, NC 28277                                      

                                                                [Download Table]
                                       
Regynald Heurtelou       Vice President
334 Madison Avenue                     
Morristown, NJ 07960                   

                                                                [Download Table]
                                                  
Gregory E. Illson                   Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                        
John J. Iwanicki          Vice President
18210 Crane Nest Drive                  
Tampa, FL 33647                         

                                                                [Download Table]
                                                  
Derrick L. Kelson                   Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                         
James W. Koeger            Vice President
13045 Tesson Ferry Road                  
St. Louis, MO 63128                      

                                                                [Download Table]
                                               
Cynthia A. Mallet Kosakowski     Vice President
One Financial Center                           
21st Floor                                     
Boston, MA 02111                               

                                                                [Download Table]
                                                  
John P. Kyne, III                   Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                      
Timothy J. McLinden     Vice President
277 Park Avenue                       
46th Floor                            
New York, NY 10172                    

                                                                [Download Table]
                                      
James J. Reilly         Vice President
One Financial Center                  
21st Floor                            
Boston, MA 02111                      

                                                                [Download Table]
                                                  
Mark S. Reilly                      Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

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Thomas J. Schuster     Vice President
200 Park Avenue                      
12th Floor                           
New York, NY 10166                   

                                                                [Download Table]
                                        
Steven G. Sorrentino      Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                             
Robert L. Staffier, Jr.        Vice President
1 MetLife Plaza                              
27-01 Queens Plaza North                     
Long Island City, NY 11101                   

                                                                [Download Table]
                                                  
Barbara Stroz                       Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                     
Nan D. Tecotzky        Vice President
200 Park Avenue                      
12th Floor                           
New York, NY 10166                   

                                                                [Download Table]
                                       
Mark H. Wilsmann         Vice President
10 Park Avenue                         
Morristown, NJ 07962                   

                                                                [Download Table]
                                        
Jacob M. Jenkelowitz           Secretary
1095 Avenue of the Americas             
New York, NY 10036                      

                                                                [Download Table]
                                                             
Joseph Vaccaro         Senior Vice President and Tax Director
277 Park Avenue                                              
46th Floor                                                   
New York, NY 10172                                           

                                                                [Download Table]
                                                                   
Robert C. Dill            Senior Vice President and U.S. Controller
501 Route 22                                                       
Bridgewater, NJ 08807                                              

                                                                [Download Table]
                                              
William K. Ding          Senior Vice President
10 Park Avenue                                
Morristown, NJ 07962                          

                                                                [Download Table]
                                        
Michael C. Coe            Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                        
Jodi M. Conley            Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                                                     
Ellen N. Derrig          Vice President and Associate General Counsel
10 Park Avenue                                                       
Morristown, NJ 07962                                                 

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Jason Frain                         Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

                                                                [Download Table]
                                                                     
Todd Lurie               Vice President and Associate General Counsel
10 Park Avenue                                                       
Morristown, NJ 07962                                                 

                                                                [Download Table]
                                        
Sabrina M. Model          Vice President
501 Route 22                            
Bridgewater, NJ 08807                   

                                                                [Download Table]
                                            
Todd Nevenhoven               Vice President
4700 Westown Pkwy.                          
Suite 200                                   
West Des Moines, IA 50266                   

                                                                [Download Table]
                                                                        
Mark T. Pallis              Vice President and Associate General Counsel
425 Market Street                                                       
Suite 1050                                                              
San Francisco, CA 94105                                                 

                                                                [Download Table]
                                                     
Richard A. Stevens                     Vice President
18210 Crane Nest Dr Tampa,FL 33647                   

                                                        [Enlarge/Download Table]
                                                                                           
Frans W. teGroen                          Vice President and Corporate Illustration Actuary
1300 Hall Boulevard Bloomfield, CT 06002                                                   

                                                                [Download Table]
                                                              
Patricia M. Wersching                           Vice President
13045 Tesson Ferry Road St. Louis, MO 63128                   

                                                                [Download Table]
                                                  
Beverly C. Campbell                 Vice President
11215 North Community House Road                  
Charlotte, NC 28277                               

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
REGISTRANT                                                                      

The Registrant is a separate account of MetLife Insurance Company USA under     
Delaware insurance law. MetLife Insurance Company USA is a wholly-owned         
subsidiary of MetLife, Inc., a publicly traded company. The following outline   
indicates those entities that are controlled by MetLife, Inc. or are under the  
common control of MetLife, Inc. No person is controlled by the Registrant.      

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ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF March 31, 2016    

The following is a list of subsidiaries of MetLife, Inc. updated as of          
March 31, 2016. Those entities which are listed at the left margin (labeled     
with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise 
indicated, each entity which is indented under another entity is a subsidiary   
of that other entity and, therefore, an indirect subsidiary of MetLife, Inc.    
Certain inactive subsidiaries have been omitted from the MetLife, Inc.          
organizational listing. The voting securities (excluding directors' qualifying  
shares, if any) of the subsidiaries listed are 100% owned by their respective   
parent corporations, unless otherwise indicated. The jurisdiction of domicile   
of each subsidiary listed is set forth in the parenthetical following such      
subsidiary.                                                                     

A.    MetLife Group, Inc. (NY)                                                  

B.    MetLife Home Loans LLC (DE)                                               

C.    Metropolitan Tower Life Insurance Company (DE)                            

1.    EntreCap Real Estate II LLC (DE)                              

a)    PREFCO Dix-Huit LLC (CT)                          

b)    PREFCO X Holdings LLC (CT)                        

   c)    PREFCO Ten Limited Partnership (CT) - a 99.9% limited
                  partnership interest of PREFCO Ten Limited Partnership is held
   by EntreCap Real Estate II LLC and 0.1% general
 partnership is held by PREFCO X Holdings LLC.

d)    PREFCO Vingt LLC (CT)                             

    e)    PREFCO Twenty Limited Partnership (CT) - a 99% limited
                partnership interest of PREFCO Twenty Limited Partnership is
      held by EntreCap Real Estate II LLC and 1% general
partnership is held by PREFCO Vingt LLC.    

2.     Plaza Drive Properties, LLC (DE)                               

3.     MTL Leasing, LLC (DE)                                          

a)    PREFCO IX Realty LLC (CT)                         

b)    PREFCO XIV Holdings LLC (CT)                      

         c)    PREFCO Fourteen Limited Partnership (CT) -  a 99.9% limited
               partnership interest of PREFCO Fourteen Limited Partnership
               is held by MTL Leasing, LLC and 0.1% general partnership is
held by PREFCO XIV Holdings LLC.            

d)    1320 Venture LLC (DE)                             

                i)  1320 Owner LP (DE) - a 99.9% limited partnership of 1320
                 Owner LP is held by 1320 Venture LLC and 0.1% general
partnership is held by 1320 GP LLC. 

e)    1320 GP LLC (DE)                                  

D.    MetLife Chile Inversiones Limitada (Chile) - 72.35% of MetLife Chile      
Inversiones Limitada is owned by MetLife, Inc., 24.88% by American  
Life Insurance Company ("ALICO"), 2.76% is owned by Inversiones     
MetLife Holdco Dos Limitada and 0.01% is owned by Natiloportem      
Holdings, LLC and the rest by Third Parties.                        

 1.    MetLife Chile Seguros de Vida S.A. (Chile) - 99.995% of MetLife
       Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones
   Limitada and 0.005% by International Technical and Advisory
Services Limited ("ITAS").                              

      a)    MetLife Chile Administradora de Mutuos Hipotecarios S.A.
             (Chile) - 99.9% of MetLife Chile Administradora de Mutuos
               Hipotecarios S.A.  is held by MetLife Chile Seguros de Vida
                S.A. and 0.1% is held by MetLife Chile Inversiones Limitada.

2.    Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
        MetLife Chile Inversiones Limitada and the remaining interest is
owned by a third party.                                 

        a)    Legagroup S.A. (Chile) - 99% of Legagroup S.A. is owned by
             Legal Chile S.A. and the remaining interest is owned by a
third party.                                

3.    Inversiones MetLife Holdco Tres Limitada (Chile) - 97.13% of  
          Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile
      Inversiones Limitada and 2.87% is owned by Inversiones MetLife
Holdco Dos Limitada.                                    

        a)    AFP Provida S.A. - 41.959% of AFP Provida S.A. is owned by
                 Inversiones MetLife Holdco Dos Limitada., 41.959% is owned by
                 Inversiones MetLife Holdco Tres Limitada, 10.814% is owned by
                 MetLife Chile Inversiones Limitada and the remainder is owned
by the public.                              

        i)    Provida Internacional S.A. - 99.99% of Provida
                  Internacional S.A. is owned by AFP Provida S.A and
                     0.01% is owned by MetLife Chile Inversiones Limitada.

                        1)    AFP Genesis Administradora de Fondos y Fidecomisos
                    S.A. (Ecuador) - 99.9997% of AFP Genesis
                          Administradora de Fondos y Fidecomisos S.A. is
                         owned by Provida Internacional S.A. and 0.01%
by AFP Provida S.A. 

  4.    MetLife Chile Seguros Generales S.A. (Chile) - 99.98% of MetLife
           Chile Seguros Generales, S.A. is owned by MetLife Chile Inversiones
     Limitada and 0.02% is owned by Inversiones MetLife Holdco Dos
Limitada.                                               

E.    MetLife Securities, Inc. (DE)                                             

F.    Enterprise General Insurance Agency, Inc. (DE)                            

G.    Metropolitan Property and Casualty Insurance Company (RI)                 

1.    Metropolitan General Insurance Company (RI)                   

2.    Metropolitan Casualty Insurance Company (RI)                  

  3.    Metropolitan Direct Property and Casualty Insurance Company (RI)

4.    MetLife Auto & Home Insurance Agency, Inc. (RI)               

 5.    Metropolitan Group Property and Casualty Insurance Company (RI)

6.    Metropolitan Lloyds, Inc. (TX)                                

  a)    Metropolitan Lloyds Insurance Company of Texas (TX)-
                 Metropolitan Lloyds Insurance Company of Texas, an affiliated
           association, provides automobile, homeowner and related
           insurance for the Texas market. It is an association of
                individuals designated as underwriters. Metropolitan Lloyds,
            Inc., a subsidiary of Metropolitan Property and Casualty
                 Insurance Company, serves as the attorney-in-fact and manages
the association.                            

7.    Economy Fire & Casualty Company (IL)                          

a)    Economy Preferred Insurance Company (IL)          

b)    Economy Premier Assurance Company (IL)            

H.    First MetLife Investors Insurance Company (NY)                            

I.    Newbury Insurance Company, Limited (DE)                                   

J.    MetLife Investors Group, LLC (DE)                                         

1.    MetLife Investors Distribution Company (MO)                   

2.    MetLife Advisers, LLC (MA)                                    

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K.    Metropolitan Life Insurance Company ("MLIC") (NY)                         

1.    334 Madison Euro Investments, Inc. (DE)                       

2.    St. James Fleet Investments Two Limited (Cayman Islands)      

    a)    Park Twenty Three Investments Company (United Kingdom)

               i)    Convent Station Euro Investments Four Company (United
Kingdom)                        

                    1)     OMI MLIC Investments Limited (Cayman Islands)

3.    Sandpiper Cove Associates II, LLC                             

4.    MLIC Asset Holdings II LLC (DE)                               

a)    El Conquistador MAH II LLC (DE)                   

        b)    Mansell Office, LLC (DE) - 73.0284% is owned by MLIC Asset
              Holdings II, LLC and 29.9716% is owned by MLIC CB Holdings
LLC.                                        

              i)    Mansell Retail, LLC (DE) - 73.0284% is owned by MLIC
                    Asset Holdings II, LLC and 29.9716% is owned by MLIC
CB Holdings LLC.                

5.    CC Holdco Manager, LLC (DE)                                   

6.    Alternative Fuel I, LLC (DE)                                  

7.    Transmountain Land & Livestock Company (MT)                   

8.    HPZ Assets LLC (DE)                                           

9.    Missouri Reinsurance, Inc. (Cayman Islands)                   

10.   Metropolitan Tower Realty Company, Inc. (DE)                  

a)    Midtown Heights, LLC (DE)                         

11.   ML New River Village III, LLC (DE)                            

12.   MetLife RC SF Member, LLC (DE)                                

13.   MetLife Private Equity Holdings, LLC (DE)                     

14.   23rd Street Investments, Inc. (DE)                            

      a)    MetLife Capital Credit L.P. (DE)- 1% General Partnership
             interest is held by 23rd Street Investments, Inc. and 99%
             Limited Partnership interest is held by Metropolitan Life
Insurance Company.                          

   b)    MetLife Capital, Limited Partnership (DE)- 1% General
                 Partnership interest is held by 23rd Street Investments, Inc.
                and 99% Limited Partnership interest is held by Metropolitan
Life Insurance Company.                     

          i)    Long Island Solar Farm, LLC ("LISF")(DE) - 9.61%
                 membership interest is held by MetLife Renewables
                      Holding, LLC and 90.39% membership interest is held by
                 LISF Solar Trust in which MetLife Capital Limited
         Partnership has 100% beneficial interest.

ii)   Met Canada Solar ULC (Canada)         

15.   Hyatt Legal Plans, Inc. (DE)                                  

a)    Hyatt Legal Plans of Florida, Inc. (FL)           

16.   MetLife Holdings, Inc. (DE)                                   

a)    MetLife Credit Corp. (DE)                         

b)    MetLife Funding, Inc. (DE)                        

17.   MetLife Investments Asia Limited (Hong Kong)                  

18.   MetLife Investments Limited (United Kingdom)- 23rd Street     
         Investments, Inc. holds one share of MetLife Investments Limited.

      19.   MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd
     Street Investments, Inc. holds 0.01% of MetLife Latin America
Asesorias e Inversiones Limitada.                       

20.   New England Life Insurance Company (MA)                       

21.   General American Life Insurance Company (MO)                  

a)    GALIC Holdings LLC (DE)                           

22.   Corporate Real Estate Holdings, LLC (DE)                      

   23.   Ten Park SPC (Cayman Islands) - 1% voting control of Ten Park SPC
is held by 23rd Street Investments, Inc.                

24.   MetLife Tower Resources Group, Inc. (DE)                      

25.   Headland-Pacific Palisades, LLC (CA)                          

    26.   Headland Properties Associates (CA) - 99% is owned by Metropolitan
  Life Insurance Company and 1% is owned by Headland-Pacific
Palisades, LLC.                                         

27.   WFP 1000 Holding Company GP, LLC (DE)                         

28.   White Oak Royalty Company (OK)                                

29.   500 Grant Street GP LLC (DE)                                  

   30.   500 Grant Street Associates Limited Partnership (CT) - 99% of 500
           Grant Street Associates Limited Partnership is held by Metropolitan
 Life Insurance Company and 1% by 500 Grant Street GP LLC.

     31.   MetLife Mall Ventures Limited Partnership (DE) - 99% LP interest of
            MetLife Mall Ventures Limited Partnership is owned by MLIC and 1% GP
    interest is owned by Metropolitan Tower Realty Company, Inc.

32.   MetLife Retirement Services LLC (NJ)                          

a)   MetLife Associates LLC (DE)                        

33.   Euro CL Investments, LLC (DE)                                 

34.   MEX DF Properties, LLC (DE)                                   

           a)   LAR Vivienda XVII, S. de R.L. de C.V. (Mexico) - 99.99% of LAR
                 Vivienda XVII S. de R.L. de C.V. is owned by MEX DF Properties,
    LLC and 0.01% is owned by Euro CL Investments LLC.

   35.   MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is
         owned by Metropolitan Tower Realty Company, Inc. and 96% is owned
by Metropolitan Life Insurance Company.                 

36.   MetLife Properties Ventures, LLC (DE)                         

a)   Citypoint Holdings II Limited (United Kingdom)     

37.   Housing Fund Manager, LLC (DE)                                

       a)   MTC Fund I, LLC (DE) - 0.01% of MTC Fund I, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

         b)   MTC Fund II, LLC (DE) - 0.01% of MTC Fund II, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

           c)   MTC Fund III, LLC (DE) - 0.01% of MTC Fund III, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

38.   MLIC Asset Holdings LLC (DE)                                  

39.   85 Broad Street Mezzanine LLC (DE)                            

40.   The Building at 575 Fifth Avenue Mezzanine LLC (DE)           

a)   The Building at 575 Fifth Retail Holding LLC (DE)  

b)   The Building at 575 Fifth Retail Owner LLC (DE)    

41.   ML Bridgeside Apartments LLC (DE)                             

   42.   Para-Met Plaza Associates (FL)- 75% of the General Partnership is
          held by Metropolitan Life Insurance Company and 25% of the General
      Partnership is held by Metropolitan Tower Realty Company, Inc.

43.   MLIC CB Holdings LLC (DE)                                     

44.   The Worthington Series Trust (DE)                             

    45.   MetLife CC Member, LLC (DE) - 63.415% of MetLife CC Member, LLC is
       held by Metropolitan Life Insurance Company, 31.707% by MetLife
           Insurance Company USA and 4.878% by General American Life Insurance
Company.                                                

46.   Oconee Hotel Company, LLC (DE)                                

47.   Oconee Land Company, LLC (DE)                                 

a)  Oconee Land Development Company, LLC (DE)           

b)  Oconee Golf Company, LLC (DE)                       

c)  Oconee Marina Company, LLC (DE)                     

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48.   1201 TAB Manager, LLC (DE)                                    

49.   MetLife 1201 TAB Member, LLC (DE) - 69.66% of MetLife 1201 TAB
           Member, LLC is owned by Metropolitan Life Insurance Company, 27.24%
       is owned by MetLife Insurance Company USA and 3.10% is owned by
Metropolitan Property and Casualty Insurance Company.   

     50.   MetLife LHH Member, LLC (DE) - 69.23% of MetLife LHH Member, LLC is
        owned by Metropolitan Life Insurance Company, 19.78% is owned by
MetLife Insurance Company USA and 10.99% is owned by New
England Life Insurance Company.                         

51.   Ashton Southend GP, LLC (DE)                                  

    52.   Tremont Partners, LP (DE) - 99.9% LP interest of Tremont Partners,
      LP is owned by Metropolitan Life Insurance Company and 0.1% GP
interest is owned by Ashton Southend GP, LLC.           

53.   Riverway Residential, LP (DE) - 99.9% LP interest of Riverway 
           Residential, LP is owned by Metropolitan Life Insurance Company and
            0.1% GP interest is owned by Metropolitan Tower Realty Company, Inc.

54.   10420 McKinley Partners, LP (DE) - 99.9% LP interest of 10420 
     McKinley Partners, LP is owned by Metropolitan Life Insurance
          Company and 0.1% GP interest is owned by Metropolitan Tower Realty
Company, Inc.                                           

55.   Ardrey Kell Townhomes, LLC (DE)                               

56.   Boulevard Residential, LLC (DE)                               

57.   465 N. Park Drive, LLC (DE)                                   

58.   Ashton Judiciary Square, LLC (DE)                             

     59.   Sandpiper Cove Associates, LLC (DE) - 90.59% membership interest of
          Sandpiper Cove Associates, LLC is owned by MLIC and 9.41% is owned
by Metropolitan Tower Realty Company.                   

60.   1900 McKinney Properties, LP (DE) - 99.9% LP interest of 1900 
        McKinney Properties, LP is owned by MLIC and 0.1% GP interest is
owned by Metropolitan Tower Realty Company, Inc.        

61.   Marketplace Residences, LLC (DE)                              

62.   ML Swan Mezz, LLC (DE)                                        

a)    ML Swan GP, LLC (DE)                              

63.   ML Dolphin Mezz, LLC (DE)                                     

a)    ML Dolphin GP, LLC (DE)                           

64.   Haskell East Village, LLC (DE)                                

65.   MetLife Cabo Hilton Member, LLC (DE) - 54.129% of MetLife Cabo
           Hilton Member, LLC is owned by MLIC, 16.9% by General American Life
   Insurance Company, 28.971% by MetLife Insurance Company USA

66.   ML Terraces, LLC (DE)                                         

67.   Chestnut Flats Wind, LLC (DE)                                 

68.   MetLife 425 MKT Member, LLC (DE)                              

69.   MetLife OFC Member, LLC (DE)                                  

   70.   MetLife THR Investor, LLC (DE) - 85% of MetLife THR Investor, LLC
           is owned by MLIC and 15% is owned by MetLife Insurance Company USA.

  71.   ML Southmore, LLC (DE) - 75.12% of ML Southmore, LLC is owned by
  MLIC and 24.88% is owned by MetLife Insurance Company USA.

72.   ML - AI MetLife Member 1, LLC (DE) - 83.675% of the membership
           interest is owned by MLIC, 10.563% by MetLife Insurance Company USA
           and 4.801% by Metropolitan Property and Casualty Insurance Company.

73.   MetLife CB W/A, LLC (DE)                                      

 74.   MetLife Camino Ramon Member, LLC (DE) - 78.6% of MetLife Camino
        Ramon Member, LLC is owned by MLIC and 21.4% is owned by MetLife
Insurance Company USA.                                  

75.   10700 Wilshire, LLC (DE)                                      

76.   Viridian Miracle Mile, LLC (DE)                               

  77.   MetLife 555 12th Member, LLC (DE) - MetLife 555 12th Member, LLC
         is owned at 69.4% by MLIC, 25.2% by MetLife Insurance Company USA
and 5.4% by GALIC.                                      

78.   MetLife OBS Member, LLC (DE)                                  

79.   MetLife 1007 Stewart, LLC (DE)                                

   80.   ML-AI MetLife Member 2, LLC (DE) - 82% of ML-AI MetLife Member 2,
    LLC's ownership interest is owned by MLIC and 18% by MetLife
Insurance Company USA.                                  

81.   MetLife Treat Towers Member, LLC (DE)                         

82.   MetLife FM Hotel Member, LLC (DE)                             

a)   LHCW Holdings (U.S.) LLC (DE)                      

i)   LHC Holdings (U.S.) LLC (DE)             

1)    LHCW Hotel Holding LLC (DE)   

                 aa)    LHCW Hotel Holding (2002) LLC (DE)

                           bb)    LHCW Hotel Operating Company (2002) LLC (DE)

83.   ML Mililani Member, LLC (DE)- is owned at 70% by MLIC, 25% by 
     MetLife Insurance Company USA and 5% by General American Life
Insurance Company.                                      

84.   MetLife SP Holdings, LLC (DE)                                 

85.   Buford Logistics Center, LLC (DE)                             

86.   ML North Brand Member, LLC (DE)                               

87.   MetLife Park Tower Member, LLC (DE)                           

a)   Park Tower REIT, Inc. (DE)                         

i)   Park Tower JV Member, LLC (DE)           

 88.   MCPP Owners, LLC (DE) - 60.427% of MCPP Owners, LLC is owned by
        MLIC, 5.435% by MetLife Insurance Company USA, 0.603% by General
          American Life Insurance Company, 1.616% by Metropolitan Tower Life
   Insurance Company, 13.278% MTL Leasing, LLC, and 18.641% by
        Daniel/MetLife Midtown Atlanta Master Limited Liability Company.

89.   MetLife HCMJV 1 GP, LLC (DE)                                  

L.    MetLife Capital Trust IV (DE)                                             

M.    MetLife Insurance Company USA (DE)                                        

1.    MetLife Property Ventures Canada ULC (Canada)                 

2.    MetLife Canadian Property Ventures LLC (NY)                   

3.    Metropolitan Connecticut Property Ventures, LLC (DE)          

4.    Euro TI Investments LLC (DE)                                  

5.    Greenwich Street Investments, L.L.C. (DE)                     

a)    Greenwich Street Investments, L.P. (DE)           

6.    One Financial Place Corporation (DE) - 100% is owned in the   
aggregate by MetLife Insurance Company USA.             

7.    MetLife USA Assignment Company (CT)                           

8.    TIC European Real Estate LP, LLC (DE)                         

9.    MetLife European Holdings, LLC (DE)                           

10.   Euro TL Investments LLC (DE)                                  

11.   Corrigan TLP LLC (DE)                                         

12.   TLA Holdings LLC (DE)                                         

a)    The Prospect Company (DE)                         

     13.   TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
         are MetLife Insurance Company USA and Metropolitan Life Insurance
Company.                                                

14.   MetLife Renewables Holding, LLC (DE)                          

a)    Greater Sandhill I, LLC (DE)                      

15.   TLA Holdings II LLC (DE)                                      

16.   TLA Holdings III LLC (DE)                                     

 17.   MetLife Greenstone Southeast Venture, LLC (DE) - 95% of MetLife
       Greenstone Southeast Venture, LLC is owned by MetLife Insurance
          Company USA and 5% is owned by Metropolitan Connecticut Properties
Ventures, LLC.                                          

a)    MLGP Lakeside, LLC (DE)                           

     18.   Sino-US United MetLife Insurance Co., Ltd. (China) - Sino-US United
          MetLife Insurance Co., Ltd. is owned at 27.8% by MetLife Insurance
Company USA, 22.2% by MLIC and 50% by a third party.    

19.   ML 1065 Hotel, LLC                                            

20.   Daniel/MetLife Midtown Atlanta Master Limited Liability       
Company (DE)                                            

a)    1075 Peachtree, LLC (DE)                          

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N.    MetLife Reinsurance Company of South Carolina (SC)                        

O.    MetLife Investment Advisors, LLC (DE)                                     

1.   MetLife Alternatives GP, LLC (DE)                              

         a)   MetLife International PE Fund I, LP (Cayman Islands) - 92.593%
               of the Limited Partnership interests of this entity is owned by
               MetLife Insurance K.K., 4.115% is owned by MetLife Mexico S.A.,
                2.716% is owned by MetLife Limited (Hong Kong) and the remaining
              0.576% is owned by Metropolitan Life Insurance Company of Hong
Kong Limited.                                   

         b)   MetLife International PE Fund II, LP (Cayman Islands) - 94.54%
             of the limited partnership interests of MetLife International
           PE Fund II, LP is owned by MetLife Insurance K.K., 2.77% is
             owned by MetLife Limited (Hong Kong), 2.1% by MetLife Mexico,
            S.A. and 0.59% is owned by MetLife Insurance Company of Hong
Kong Limited.                                   

          c)   MetLife International HF Partners, LP (Cayman Islands) - 88.22%
               of the Limited partnership interests of this entity is owned by
              MetLife Insurance K.K. and 9.47% is owned by MetLife Insurance
           Company of Korea Limited, 2.29% is owned by MetLife Limited
         (Hong Kong) and 0.02% is owned by MetLife Alternative, GP

         d)   MetLife International PE  Fund III, LP - 88.93% of the limited
                partnership interests of MetLife International PE Fund III LP is
         owned by MetLife Insurance K.K, 7.91% is owned by MetLife
             Insurance Company of Korea Limited, 2.61% is owned by MetLife
            Limited (Hong Kong), and 0.55% is owned by Metropolitan Life
Insurance Company of Hong Kong Limited.         

         e)   MetLife International PE Fund IV, LP (Cayman Islands) - 94.70%
             of the limited partnership interests of MetLife International
          PE Fund IV, LP is owned by MetLife Insurance K.K, 3.79% is
             owned by MetLife Insurance Company of Korea Limited, 1.51% is
owned by Metlife Limited (Hong Kong).           

2.   MetLife Loan Asset Management LLC (DE)                         

3.   MetLife Core Property Fund GP, LLC (DE)                        

           a)   MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund
                GP, LLC is the general partner of MetLife Core Property Fund, LP
               (the "Fund"). A substantial majority of the limited partnership
              interests in the Fund are held by third parties. The following
           affiliates hold a minority share of the limited partnership
               interests in the Fund: Metropolitan Life Insurance Company owns
            23.7%, General American Life Insurance Company owns 0.1% and
MetLife Insurance Company USA owns 0.2%.        

i)   MetLife Core Property REIT, LLC (DE)       

                  1)    MetLife Core Property Holdings, LLC also holds the
                 following single-property limited liability
                         companies: MetLife Core Property Holdings, LLC also
                           holds the following single-property limited liability
                   companies: MCP Alley 24 East, LLC, MCP Denver
                  Pavilions Member, LLC, MCP SoCal Industrial-
                         Springdale, LLC, MCP SoCal Industrial-Redondo, LLC,
                    MCP SoCal Industrial-Concourse, LLC, MCP SoCal
                     Industrial-Kellwood, LLC, MCP SoCal Industrial-
                          Bernardo, LLC, MCP SoCal Industrial-Canyon, LLC, MCP
                          SoCal Industrial-Anaheim, LLC, MCP SoCal Industrial-
                        LAX, LLC, MCP SoCal Industrial-Fullerton, LLC, MCP
                          SoCal Industrial-Ontario, LLC, MCP SoCal Industrial-
                        Loker, LLC, MCP Paragon Point, LLC, MCP 4600 South
                  Syracuse, LLC, MCP The Palms Doral, LLC, MCP
                          Waterford Atrium, LLC, MCP EnV Chicago, LLC, MCP 100
                         Congress, LLC, MCP 1900 McKinney, LLC, MCP 550 West
                        Washington, LLC, MCP Main Street Village, LLC, MCP
                        Lodge At Lakecrest LLC, MCP Ashton South End, LLC,
                           MCP 3040 Post Oak, LLC, MCP Plaza at Legacy, LLC, MCP
                         VOA Holdings, LLC, MCP VOA I& III, LLC, MCP VOA II,
                           LLC, MCP Highland Park Lender, LLC, MCP One Westside,
                        LLC, MCP 7 Riverway, LLC, MCP Trimble Campus, LLC,
                           MCP 9020 Murphy Road, LLC, MCP DMCBP Phase II Venture
                         LLC, MCP Buford Logistics Center 2 Member, LLC, and
                       MCPF Acquisition, LLC, MCP 60 11th Street Member,
                      LLC, MCP Magnolia Park Member, LLC, and MCP Fife
                         Enterprise Member, LLC, MCP Northyards Holdco, LLC,
                      MCP Northyards Owner, LLC, MCP Northyards Master
                     Lessee, LLC, 60 11th Street, LLC, Magnolia Park
                        Greenville Venture, LLC, Denver Pavilions Venture,
                          LLC, Magnolia Park Greenville, LLC, Denver Pavilions
                          OwnerCo, LLC, MCP DMCBP Phase II Member, LLC, Buford
                   Logistics Center 2 Venture, LLC, MetLife Core
                        Property TRS, LLC, Fife Enterprise Center Venture,
                        LLC, Fife Enterprise Center, LLC, Des Moines Creek
                          Business Park Phase II, LLC, Buford Logistics Center
                         Bldg A Venture, LLC, Buford Logistics Center Bldg B
Venture, LLC.             

             a)    MCP Property Management, LLC (DE)

4.   MIM Property Management, LLC (DE)                              

5.   MetLife Commercial Mortgage Income Fund GP, LLC (DE)           

     a)   MetLife Commercial Mortgage Income Fund, LP (DE) - MetLife
              Commercial Mortgage Income Fund GP, LLC is the general partner
              of MetLife Commercial Mortgage Income Fund, LP (the "Fund"). A
             majority of the limited partnership interests in the Fund are
               held by third parties. The following affiliates hold a minority
       share of the limited partnership interests in the Fund:
       Metropolitan Life Insurance Company owns 29.2%, MetLife
             Insurance Company USA owns 9.7%, MetLife Insurance Company of
     Korea, Ltd. owns 5.8%, MetLife Limited owns 3.1%, and
        Metropolitan Life Insurance Company of Hong Kong Limited
owns .8%.                                       

i)   MetLife Commercial Mortgage REIT, LLC (DE) 

               1)   MetLife Commercial Mortgage Originator, LLC (DE)

   aa)    MCMIF Holdco I, LLC (DE)

P.    MetLife Standby I, LLC (DE)                                               

1.   MetLife Exchange Trust I (DE)                                  

Q.    MetLife Services and Solutions, LLC (DE)                                  

1.   MetLife Solutions Pte. Ltd. (Singapore)                        

a)    MetLife Services East Private Limited (India)       

    b)    MetLife Global Operations Support Center Private Limited
                 (India) - 99.99999% is owned by MetLife Solutions Pte. Ltd. and
  0.00001% is owned by Natiloportem Holdings, LLC.

R.    SafeGuard Health Enterprises, Inc. (DE)                                   

1.   MetLife Health Plans, Inc. (DE)                                

2.   SafeGuard Health Plans, Inc. (CA)                              

3.   SafeHealth Life Insurance Company (CA)                         

4.   SafeGuard Health Plans, Inc. (FL)                              

5.   SafeGuard Health Plans, Inc. (NV)                              

6.   SafeGuard Health Plans, Inc. (TX)                              

S.    MetLife Capital Trust X (DE)                                              

T.    Cova Life Management Company (DE)                                         

U.    MetLife Reinsurance Company of Charleston (SC)                            

V.    MetLife Reinsurance Company of Vermont (VT)                               

W.    Delaware American Life Insurance Company (DE)                             

X.    Federal Flood Certification LLC (TX)                                      

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Y.    American Life Insurance Company (ALICO) (DE)                              

1.    MetLife Insurance K.K. (Japan)                                

a)  Communication One Kabushiki Kaisha (Japan)    

2.    MetLife Global Holding Company I GmbH (Swiss I) (Switzerland) 

      a)  MetLife, Life Insurance Company (Egypt) - 84.125% of
                MetLife, Life Insurance Company is owned by MetLife Global
                  Holding Company I GmbH and the remaining interests are owned
by third parties.                         

   b)  MetLife Global Holding Company II GmbH (Swiss II)
(Switzerland)                             

               i)   MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of
                   MetLife Emeklilik ve Hayat A.S. is owned by Metlife
                 Global Holding Company II GmbH (Swiss II) and the
remainder by third parties.     

    ii)  ALICO European Holdings Limited (Ireland)

1)  ZAO Master D (Russia)       

                          aa)  Joint Stock Company MetLife Insurance Company
                               (Russia) - 51% of Joint Stock Company MetLife
                                Insurance Company is owned by ZAO Master D and
                        49% is owned by MetLife Global Holding
  Company II GmbH.

             iii) MetLife Asia Holding Company Pte. Ltd. (Singapore)

                1) MetLife Innovation Centre Pte. Ltd. (Singapore)

               iv) MetLife Reinsurance Company of Bermuda Ltd. (Bermuda)

                v)  MetLife Investment Management Limited (United Kingdom)

      vi) MetLife EU Holding Company Limited (Ireland)

                 1)  MetLife Europe Limited (Ireland) - 95.78465% of
                           MetLife Europe Limited is owned by MetLife EU Holding
                     Company Limited, 4.21534% is owned by ALICO and
                   0.00002408451788% by MetLife Holding (Cyprus)
Limited.                  

                          1. MetLife Pension Trustees Limited (United Kingdom)

2)  Agenvita S.r.l. (Italy)       

                    3)  MetLife Europe Insurance Limited (Ireland)- 93% of
                          MetLife Europe Insurance Limited is owned by MetLife
                          EU Holding Company Limited and 7% is owned by ALICO.

           4)  MetLife Europe Services Limited (Ireland)

            5)  MetLife Insurance Limited (United Kingdom)

  6)  MetLife Limited (United Kingdom)

             7)  MetLife Services, Sociedad Limitada (Spain)

                 8)  MetLife Slovakia S.r.o. (Slovakia) - 99.956% of
                    MetLife Slovakia S.r.o. is owned by MetLife EU
                          Holding Company Limited and 0.044% is owned by ITAS.

   9)  MetLife Solutions S.A.S. (France)

              10) Metropolitan Life Asigurari S.A. (Romania) -
                        99.9982018% of Metropolitan Life Asigurari S.A. is
                         owned by MetLife EU Holding Company Limited and the
            remaining 0.0017982% is owned by ITAS.

                    11) Metropolitan Life Societate de Administrare a unui
                        Fond de Pensii Administrat Privat S.A. (Romania) -
                99.9836% of Metropolitan Life Societate de
                           Administrare a unui Fond de Pensii Administrat Privat
                         S.A. is owned by MetLife EU Holding Company Limited
                        and 0.0164% is owned by MetLife Services Sp z.o.o.

            12) MetLife Towarzystwo Ubezpieczen na Zycie I
Reasekuracji S.A. (Poland)

             aa) MetLife Services Sp z.o.o. (Poland)

                      bb) MetLife Towarzystwo Funduszy Inwestycyjnych,
S.A. (Poland)     

                        cc) MetLife Powszechne Towarzystwo Emerytalne S.A.
(Poland)          

            13) MetLife Holdings (Cyprus) Limited (Cyprus)

                       aa)  American Life Insurance Company (CY) Limited
(Cyprus)        

                               i)  Hellenic Alico Life Insurance Company, Ltd.
                               (Cyprus) - 27.5% of Hellenic Alico Life
                                    Insurance Company, Ltd. Is owned by American
                                   Life Insurance Company (CY) Limited and the
                            remaining is owned by a third party.

  14) MetLife Services EOOD (Bulgaria)

      15) MetLife Life Insurance S.A. (Greece)

                        aa)  MetLife Mutual Fund Company (Greece) - 90% of
                               MetLife Mutual Fund Company is owned by MetLife
                              Life Insurance S.A. (Greece) and the remaining
                     interests are owned by third parties.

                   16) First American-Hungarian Insurance Agency Limited
(Hungary)                 

17) MetLife SK, a.s. (Slovakia)   

                 18) UBB-MetLife Zhivotozastrahovatelno Drujestvo AD
     (Bulgaria) - 40% of UBB-MetLife
                     Zhivotozastrahovatelno Drujestvo AD is owned by
                        MetLife EU Holding Company Limited and the rest by
third parties.            

                  19) Metropolitan Life Training and Consulting S.R.L.
                        (Romania) - 99.99% of Metropolitan Life Training &
                     Consulting S.R.L is owned by MetLife EU Holding
                         Company Limited and the remaining 0.01% is owned by
            MetLife Global Holding Company II GmbH

    vii.  MetLife International Holdings, LLC (DE)

      1.   Natiloportem Holdings, LLC (DE)

                            aa)  Excelencia Operativa y Tecnologica, S.A. de
                                   C.V. (Mexico) - 99% of Excelencia Operativa y
                          Tecnologica, S.A. de C.V. is held by
                                  Natiloportem Holdings, LLC and 1% by MetLife
                   Mexico Servicios S.A. de C.V.

                                   i)   MLA Comercial, S.A. de C.V. (Mexico) 99%
                                  is owned by Excelencia Operativa y
                                Tecnologica, S.A. de C.V. and 1%
                                     is owned by MetLife Mexico Servicios,
            S.A. de C.V.

                                   ii)  MLA Servicios, S.A. de C.V. (Mexico) 99%
                                  is owned by Excelencia Operativa y
                                   Tecnologica, S.A. de C.V. and 1% is
                                       owned by MetLife Mexico Servicios, S.A.
       de C.V.

                  2.   PNB MetLife India Insurance Company Limited
                          (India)- 26% is owned by MetLife International
                            Holdings, LLC and 74% is owned by third parties.

                       3.   Metropolitan Life Insurance Company of Hong Kong
                              Limited (Hong Kong)- 99.99935% is owned by MetLife
                              International Holdings, Inc. and 0.00065% is owned
           by Natiloporterm Holdings, LLC.

                    4.   MetLife Seguros S.A. (Argentina)- 95.5242% is
                         owned by MetLife International Holdings, LLC,
                           2.6753% is owned by Natiloportem Holdings, LLC,
                  16.2046% by ALICO and 1.8005% by ITAS.

                      5.   Metropolitan Life Seguros e Previdencia Privada
                     S.A. (Brazil)-66.662% is owned by MetLife
                            International Holdings, LLC, 33.337% is owned by
                         MetLife Worldwide Holdings, LLC and 0.001% is
                owned by Natiloportem Holdings, LLC.

                         6.   MetLife Administradora de Fundos Multipatrocinados
                 Ltda. (Brazil) - 99.99998% of MetLife
                            Administradora de Fundos Multipatrocinados Ltda.
                           is owned by MetLife International Holdings, LLC
                       and 0.00002% by Natiloportem Holdings, LLC.

                   7.   MetLife Seguros de Retiro S.A. (Argentina) -
                     96.887% is owned by MetLife International
                           Holdings, LLC, 3.1102% is owned by Natiloportem
                          Holdings, LLC, 1.3014% by ALICO and 0.0001% by
ITAS.               

                      8.   Best Market S.A. (Argentina) - 5% of the shares
                             are held by Natiloportem Holdings, LLC and 95% is
                         owned by MetLife International Holdings, LLC.

                    9.   Compania Inversora MetLife S.A. (Argentina) -
                              95.46% is owned by MetLife International Holdings,
                            LLC and 4.54% is owned by Natiloportem Holdings,
LLC.                

                             aa)   MetLife Servicios S.A. (Argentina) - 18.87%
                                   of the shares of MetLife Servicios S.A. are
                                held by Compania Inversora MetLife S.A.,
                                79.88% is owned by MetLife Seguros S.A.,
                                   0.99% is held by Natiloportem Holdings, LLC
                               and 0.26% is held by MetLife Seguros de
   Retiro S.A.

         10.    MetLife Worldwide Holdings, LLC (DE)

             aa)   MetLife Limited (Hong Kong)

                                 i)    BIDV MetLife Life Insurance Limited
                                        Liability Company (Vietnam) - 60% of
                                       BIDV MetLife Life Insurance Limited
                                        Liability Company is held by MetLife
                                         Limited (Hong Kong) and the remainder
                    by third parties

            11.    MetLife International Limited, LLC (DE)

                  12.    MetLife Planos Odontologicos Ltda. (Brazil) -
                     99.999% is owned by MetLife International
                             Holdings, LLC and 0.001% is owned by Natiloportem
Holdings, LLC.      

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                  13.   MetLife Ireland Holdings One Limited (Ireland)

                           aa)   MetLife Global Holdings Corporation S.A. de
                               C.V. (Mexico/Ireland) - 98.9% is owned by
                                   MetLife Ireland Holdings One Limited and 1.1%
                                is owned by MetLife International Limited,
LLC.      

                            i)    MetLife Ireland Treasury Limited
           (Ireland)

                                 1)    MetLife General Insurance
                                 Limited (Australia)

                                 2)    MetLife Insurance Limited
                                        (Australia) - 91.16468% of
                                       MetLife Insurance Limited
                                             (Australia) is owned by MetLife
                                          Ireland Treasury Limited and
                                          8.83532% is owned by MetLife
                                           Global Holdings Corp. S.A. de
                  C.V.

                                              a)    The Direct Call Centre PTY
                                             Limited (Australia)

                                           b)    MetLife Investments PTY
                                             Limited (Australia)

                                                     i)    MetLife Insurance and
                                                      Investment Trust
                                                   (Australia) -
                                                           MetLife Insurance and
                                                         Investment Trust is
                                                          a trust vehicle, the
                                                         trustee of which is
                                                         MetLife Investments
                                                           PTY Limited ("MIPL").
                                                      MIPL is a wholly
                                                         owned subsidiary of
                                                       MetLife Insurance
                                              Limited.

                               ii)   Metropolitan Global Management, LLC
                                  (DE/Ireland) - 99.7% is owned by
                                     MetLife Global Holdings Corporation
                                   S.A. de C.V. and 0.3% is owned by
                                      MetLife International Holdings, LLC.

                                     aaa)  MetLife Pensiones Mexico S.A.
                                            (Mexico)- 97.5125% is owned by
                                             Metropolitan Global Management,
                                         LLC and 2.4875% is owned by
                                             MetLife International Holdings,
                  LLC.

                                      bbb)  MetLife Mexico Servicios, S.A.
                                             de C.V. (Mexico) - 98% is owned
                                    by Metropolitan Global
                                             Management, LLC and 2% is owned
                                      by MetLife International
                            Holdings, LLC.

                                     ccc)  MetLife Mexico S.A. (Mexico)-
                                    99.050271% is owned by
                                             Metropolitan Global Management,
                                           LLC and 0.949729% is owned by
                                             MetLife International Holdings,
                  LLC.

                                               1)    MetLife Afore, S.A. de C.V.
                                                   (Mexico)- 99.99% is owned
                                                    by MetLife Mexico S.A. and
                                                   0.01% is owned by MetLife
                                               Pensiones Mexico S.A.

                                                   aaaa)  Met1 SIEFORE, S.A.
                                                          de C.V. (Mexico) -
                                                          99.99% is owned by
                                                           MetLife Afore, S.A.
                                                            de C.V. and 0.01% is
                                                        owned by MetLife
                                                   Mexico S.A.

                                                   bbbb)  Met2 SIEFORE, S.A.
                                                          de C.V. (Mexico) -
                                                          99.99% is owned by
                                                           MetLife Afore, S.A.
                                                            de C.V. and 0.01% is
                                                        owned by MetLife
                                                   Mexico S.A.

                                             cccc)  MetA SIEFORE
                                                          Adicional, S.A. de
                                                       C.V. (Mexico) -
                                                          99.99% is owned by
                                                           MetLife Afore, S.A.
                                                            de C.V. and 0.01% is
                                                        owned by MetLife
                                                   Mexico S.A.

                                                     dddd)  Met3 SIEFORE Basica,
                                                    S.A. de C.V.
                                                            (Mexico) - 99.99% is
                                                        owned by MetLife
                                                           Afore, S.A. de C.V.
                                                          and 0.01% is owned
                                                         by MetLife Mexico
                                            S.A.

                                                   eeee)  Met4 SIEFORE, S.A.
                                                          de C.V. (Mexico) -
                                                          99.99% is owned by
                                                           MetLife Afore, S.A.
                                                            de C.V. and 0.01% is
                                                        owned by MetLife
                                                   Mexico S.A.

                                                   ffff)  Met0 SIEFORE, S.A.
                                                          de C.V. (Mexico) -
                                                       99.99% is owned
                                                         by MetLife Afore,
                                                        S.A. de C.V. and
                                                         0.01% is owned by
                                                      MetLife Mexico
                                            S.A.

                                             2)    ML Capacitacion Comercial
                                                    S.A. de C.V.(Mexico) - 99%
                                                    is owned by MetLife Mexico
                                                 S.A. and 1% is owned by
                                                    MetLife Mexico Cares, S.A.
                                 de C.V.

                                     ddd)  MetLife Saengmyoung Insurance
                                             Co. Ltd. (also known as MetLife
                                        Insurance Company of Korea
                                            Limited) (South Korea)- 14.64%
                                              is owned by MetLife Mexico, S.A.
                                    and 85.36% is owned by
                                             Metropolitan Global Management,
                  LLC.

    14.   MetLife Asia Limited (Hong Kong)

                      15.   AmMetLife Insurance Berhad (Malaysia) - 50.000001%
                           of AmMetLife Insurance Berhad is owned by MetLife
                          International Holdings, LLC and the remainder is
 owned by a third party.

                    16.   AmMetLife Takaful Berhad (Malaysia) - 49.999999%
                         of AmMetLife Takaful Berhad is owned by MetLife
                          International Holdings, LLC and the remainder is
 owned by a third party.

                17.   MAXIS GBN S.A.S. (France) - 50% of MAXIS GBN
                           S.A.S. is held by MetLife International Holdings,
                 LLC and the remainder by third parties.

                    18.   MetLife Mas S.A. de C.V. (Mexico) - 99.99964399%
                   MetLife Mas, SA de CV is owned by MetLife
                             International Holdings, LLC and .00035601% is owned
                          by International Technical and Advisory Services
Limited.              

         viii. MM Global Operations Support Center, S.A. de C.V.
                   (Mexico) - 99.999509% of MM Global Operations Support
                    Center, S.A. de C.V. is held by MetLife Global Holding
                Company II GmbH (Swiss) and 0.00049095% is held by
            MetLife Global Holding Company I GmbH (Swiss).

           1.    Fundacion MetLife Mexico, A.C. (Mexico)

            ix. MetLife Colombia Seguros de Vida S.A. (Colombia) -
                    89.999966393% of MetLife Colombia Seguros de Vida S.A.
                  is owned by MetLife Global Holding Company II GmbH ,
              10.000029508% is owned by MetLife Global Holding
                    Company I GmbH, 0.000001366% is owned by International
                      Technical and Advisory Services Limited, 0.000001366% is
                      owned by Borderland Investments Limited and 0.000001366%
by Natiloportem Holdings, LLC     

              x.  PJSC MetLife (Ukraine) - 99.9988% of PJSC MetLife is
                     owned by MetLife Global Holding Company II GmbH, .0006%
                   is owned by ITAS and the remaining .0006% is owned by
Borderland Investments Limited.   

     xi. MetLife Innovation Centre Limited (Ireland)

3.    International Investment Holding Company Limited (Russia)     

4.    Borderland Investments Limited (USA-Delaware)                 

           a)    ALICO Hellas Single Member Limited Liability Company (Greece)

5.    International Technical and Advisory Services Limited ("ITAS")
(USA-Delaware)                                          

6.    ALICO Operations LLC (USA-Delaware)                           

a)    MetLife Asset Management Corp. (Japan)            

      7.    MetLife Seguros S.A. (Uruguay) - 74.9187% of MetLife Seguros S.A. is
        owned by ALICO, 25.0798% by MetLife, Inc. and 0.0015% by a third
party (Oscar Schmidt).                                  

  8.    ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
       Inc. is owned by ALICO and the remaining interests are owned by
third parties.                                          

a)    Global Properties, Inc. (USA-Delaware)            

9.    Alpha Properties, Inc. (USA-Delaware)                         

10.   Beta Properties, Inc. (USA-Delaware)                          

11.   Delta Properties Japan, Inc. (USA-Delaware)                   

12.   Epsilon Properties Japan, Inc. (USA-Delaware)                 

13.   Iris Properties, Inc. (USA-Delaware)                          

14.   Kappa Properties Japan, Inc. (USA-Delaware)                   

15.   MetLife American International Group and Arab National Bank   
     Cooperative Insurance Company (Saudi Arabia) - 30% of MetLife
       American International Group and Arab National Bank Cooperative
         Insurance Company is owned by ALICO and the remaining interest by
      third parties. The Delaware Department of Insurance approved a
    disclaimer of affiliation and therefore, this company is not
considered an affiliate under Delaware Law.             

Z.   MetLife Global Benefits, Ltd. (Cayman Islands)                             

AA.   Inversiones Metlife Holdco Dos Limitada (Chile) - 99.99946% of Inversiones
     MetLife Holdco Dos Limitada is owned by MetLife, Inc., 0.000535% is owned
by MetLife International Holdings, LLC and 0.0000054% is owned by   
Natiloportem Holdings, LLC                                          

AB.   MetLife Consumer Services, Inc. (DE)                                      

AC.   MetLife Reinsurance Company of Delaware (DE)                              

AD.   MetLife Global, Inc.                                                      

1) The voting securities (excluding directors' qualifying shares, if any) of    
each subsidiary shown on the organizational chart are 100% owned by their       
respective parent corporation, unless otherwise indicated.                      

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are  
pass-through investment pools, of which Metropolitan Life Insurance Company     
and/or its subsidiaries and/or affiliates are general partners.                 

3) The MetLife, Inc. organizational chart does not include real estate joint    
ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an  
investment partner. In addition, certain inactive subsidiaries have also been   
omitted.                                                                        

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-     
affiliated members.                                                             

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ITEM 27. NUMBER OF CONTRACT OWNERS                                              

As of April 30, 2016, there were 390,584 owners of qualified contracts and      
173,191 owners of non-qualified contracts offered by the Registrant (MetLife    
Investors USA Separate Account A).                                              

ITEM 28. INDEMNIFICATION                                                        

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As described in their respective governing documents, MetLife, Inc.(the         
ultimate parent of the Depositor and MetLife Investors Distribution Company,    
the Registrant's underwriter (the "Underwriter")) and the Depositor, each of    
which is incorporated in the state of Delaware, shall indemnify any person who  
is made or is threatened to be made a party to any civil or criminal suit, or   
any administrative or investigative proceeding, by reason of that person's      
service as a director, officer, or agent of the respective company, under       
certain circumstances, against liabilities and expenses incurred by such person 
(except, with respect to the Depositor, as described below regarding MetLife    
Employees).                                                                     

As described in its governing documents, the Underwriter, which is incorporated 
in the state of Missouri, may indemnify, under certain circumstances, any       
person who is made a party to any civil or criminal suit, or made a subject of  
any administrative or investigative proceeding by reason of the fact that he is 
or was a director, officer, or agent of the Underwriter. The Underwriter also   
has such other and further powers of indemnification as are not inconsistent    
with the laws of Missouri.                                                      

MetLife, Inc. also has adopted a policy to indemnify employees ("MetLife        
Employees") of MetLife, Inc. or its affiliates ("MetLife"), including any       
MetLife Employees serving as directors or officers of the Depositor or the      
Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, 
indemnify MetLife Employees for losses and expenses incurred in connection with 
legal actions threatened or brought against them as a result of their service   
to MetLife. The policy excludes MetLife directors and others who are not        
MetLife Employees, whose rights to indemnification, if any, are as described in 
the charter, bylaws or other arrangement of the relevant company.               

MetLife, Inc. also maintains a Directors and Officers Liability and Corporate   
Reimbursement Insurance Policy under which the Registrant, the Depositor and    
the Underwriter, as well as certain other subsidiaries of MetLife, are covered. 
MetLife, Inc. also has secured a Financial Institutions Bond.                   

Insofar as indemnification for liability arising under the Securities Act of    
1933 may be permitted to directors, officers and controlling persons of the     
Company pursuant to the foregoing provisions, or otherwise, the Company has     
been advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by the Company of expenses incurred or 
paid by a director, officer or controlling person of the Company in the         
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the Company will, unless in the opinion of its counsel the matter   
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication   
of such issue.                                                                  

ITEM 29. PRINCIPAL UNDERWRITERS                                                 

(a)        MetLife Investors Distribution Company is the principal underwriter  
     for the following investment companies (other than Registrant):

Met Investors Series Trust                                                      
MetLife Investors USA Variable Life Account A                                   
MetLife Investors Variable Annuity Account One                                  
MetLife Investors Variable Life Account One                                     
First MetLife Investors Variable Annuity Account One                            
General American Separate Account Eleven                                        
General American Separate Account Twenty-Eight                                  
General American Separate Account Twenty-Nine                                   
General American Separate Account Two                                           
Security Equity Separate Account Twenty-Six                                     
Security Equity Separate Account Twenty-Seven                                   
MetLife of CT Separate Account QPN for Variable Annuities                       
MetLife of CT Fund UL for Variable Life Insurance                               
MetLife of CT Fund UL III for Variable Life Insurance                           
Metropolitan Life Variable Annuity Separate Account II                          
MetLife of CT Separate Account Eleven for Variable Annuities                    
Metropolitan Life Separate Account E                                            
Metropolitan Life Separate Account UL                                           
Paragon Separate Account A                                                      
Paragon Separate Account B                                                      

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Paragon Separate Account C                                                      
Paragon Separate Account D                                                      
Metropolitan Series Fund                                                        
Metropolitan Tower Separate Account One                                         
Metropolitan Tower Separate Account Two                                         
New England Life Retirement Investment Account                                  
New England Variable Annuity Fund I                                             
New England Variable Annuity Separate Account                                   
New England Variable Life Separate Account                                      
Separate Account No. 13S                                                        

(b)        MetLife Investors Distribution Company is the principal underwriter  
   for the Contracts. The following persons are the officers and
        directors of MetLife Investors Distribution Company. The principal
         business address for MetLife Investors Distribution Company is 1095
Avenue of the Americas, New York, NY 10036.               

                                                                [Download Table]

NAME AND PRINCIPAL BUSINESS ADDRESS     POSITIONS AND OFFICES WITH UNDERWRITER 
-------------------------------------   ---------------------------------------
                                                                               
Elizabeth M. Forget                     Director                               
Gragg Building                                                                 
11225 North Community House Road                                               
Charlotte, NC 28277                                                            

                                                                [Download Table]
                                            
Paul A. LaPiana                     Director
Gragg Building                              
11225 North Community House Road            
Charlotte, NC 28277                         

                                                                [Download Table]
                                                                  
Gerard J. Nigro                 Director and Senior Vice President
1 MetLife Plaza                                                   
27-01 Queens Plaza North                                          
Long Island City, NY 11101                                        

                                                                [Download Table]
                                                                               
Myles J. Lambert                Chairman, President and Chief Executive Officer
1 MetLife Plaza                                                                
27-01 Queens Plaza North                                                       
Long Island City, NY 11101                                                     

                                                                [Download Table]
                                                            
Kieran R. Mullins                   Executive Vice President
Gragg Building                                              
11225 North Community House Road                            
Charlotte, NC 28277                                         

                                                                [Download Table]
                                                         
Barbara A. Dare                     Senior Vice President
Gragg Building                                           
11225 North Community House Road                         
Charlotte, NC 28277                                      

                                                                [Download Table]
                                                                               
John P. Kyne, III                   Vice President and Chief Compliance Officer
Gragg Building                                                                 
11225 North Community House Road                                               
Charlotte, NC 28277                                                            

                                                                [Download Table]
                                                  
Donald Leintz                       Vice President
Gragg Building                                    
11225 North Community House Road                  
Charlotte, NC 28277                               

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                                                                [Download Table]
                                                                    
John G. Martinez          Vice President and Chief Financial Officer
18210 Crane Nest Drive                                              
Tampa, FL 33647                                                     

                                                                [Download Table]
                                                      
Tyla L. Reynolds          Vice President and Secretary
600 North King Street                                 
Wilmington, DE 19801                                  

                                                                [Download Table]
                                        
Marlene B. Debel               Treasurer
1095 Avenue of the Americas             
New York, NY 10036                      

(c)        Compensation to the Distributor. The following aggregate amount of   
         commissions and other compensation was received by the Distributor,
        directly or indirectly, from the Registrant and the other separate
  accounts of the Depositor, which also issue variable annuity
contracts, during their last fiscal year:                 

                                                        [Enlarge/Download Table]

                                                       (2)                                                   
                                                NET UNDERWRITING        (3)            (4)           (5)     
                      (1)                         DISCOUNTS AND     COMPENSATION    BROKERAGE       OTHER    
         NAME OF PRINCIPAL UNDERWRITER             COMMISSIONS     ON REDEMPTION   COMMISSIONS   COMPENSATION
---------------------------------------------- ------------------ --------------- ------------- -------------
                                                                                                             
MetLife Investors Distribution Company........ $568,720,128       $0              $0            $0           

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS                                       

The following companies will maintain possession of the documents required by   
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:   

(a)        Registrant                                                           

(b)        MetLife Annuity Operations, 4700 Westown Parkway, Bldg. 4, Suite     
200, West Des Moines, IA 50266                            

(c)        State Street Bank & Trust Company, 225 Franklin Street, Boston, MA   
02110                                                     

(d)        MetLife Investors Distribution Company, 1095 Avenue of the Americas, 
New York, NY 10036                                        

(e)        MetLife Insurance Company USA, 11225 North Community House Road,     
Charlotte, NC 28277                                       

(f)        MetLife, 18210 Crane Nest Drive, Tampa, FL 33647                     

(g)        MetLife, One Financial Center, Boston, MA 02111                      

(h)        MetLife, 200 Park Avenue, New York, NY 10166                         

ITEM 31. MANAGEMENT SERVICES                                                    

Not Applicable.                                                                 

ITEM 32. UNDERTAKINGS                                                           

a.     Registrant hereby undertakes to file a post-effective amendment to this  
     registration statement as frequently as is necessary to ensure that the
  audited financial statements in the registration statement are never
more than sixteen (16) months old for so long as payment under the
variable annuity contracts may be accepted.                       

b.     Registrant hereby undertakes to include either (1) as part of any        
   application to purchase a contract offered by the Prospectus, a space
that an applicant can check to request a Statement of Additional  
     Information, or (2) a postcard or similar written communication affixed
    to or included in the Prospectus that the applicant can remove to send
for a Statement of Additional Information.                        

c.     Registrant hereby undertakes to deliver any Statement of Additional      
   Information and any financial statement required to be made available
under this Form promptly upon written or oral request.            

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REPRESENTATIONS 

MetLife Insurance Company USA ("Company") hereby represents that the fees and   
charges deducted under the Contracts described in the Prospectus, in the        
aggregate, are reasonable in relation to the services rendered, the expenses to 
be incurred and the risks assumed by the Company.                               

The Company hereby represents that it is relying upon the Securities and        
Exchange Commission No-Action Letter issued to the American Council of Life     
Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the        
following provisions have been complied with:                                   

1.     Include appropriate disclosure regarding the redemption restrictions     
     imposed by Section 403(b)(11) in each registration statement, including
the prospectus, used in connection with the offer of the contract;

2.     Include appropriate disclosure regarding the redemption restrictions     
      imposed by Section 403(b)(11) in any sales literature used in connection
with the offer of the contract;                                   

3.     Instruct sales representatives who solicit participants to purchase the  
   contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

4.     Obtain from each plan participant who purchases a Section 403(b) annuity 
    contract, prior to or at the time of such purchase, a signed statement
      acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment
    alternatives available under the employer's Section 403(b) arrangement
to which the participant may elect to transfer his contract value.

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SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this registration statement to be signed on its 
behalf, in the city of Charlotte, and the state of North Carolina, on the 3rd   
day of June, 2016.                                                              

METLIFE INVESTORS USA SEPARATE ACCOUNT A                                        
(Registrant)                                                                    

By:   METLIFE INSURANCE COMPANY USA                                             

By:   /s/ Gregory E. Illson                                                     
-----------------------------                                       
Gregory E. Illson                                                   
Vice President                                                      

By:   METLIFE INSURANCE COMPANY USA                                             
(Depositor)                                                         

By:   /s/ Gregory E. Illson                                                     
-----------------------------                                       
Gregory E. Illson                                                   
Vice President                                                      

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    As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on June 3,     
2016.                                                                           

/s/ Eric T. Steigerwalt*              Director, Chairman of the Board, President
------------------------              and Chief Executive Officer               
Eric T. Steigerwalt                                                             

/s/ Myles Lambert*                    Director                                  
------------------                                                              
Myles Lambert                                                                   

/s/ Kieran Mullins*                   Director                                  
-------------------                                                             
Kieran Mullins                                                                  

/s/ Peter M. Carlson*                 Executive Vice President and Chief        
---------------------                 Accounting Officer                        
Peter M. Carlson                                                                

/s/ Anant Bhalla*                     Director, Senior Vice President and Chief 
------------------                    Financial Officer                         
Anant Bhalla                                                                    

    Director
--------------------------                                                      
Jonathan L. Rosenthal                                                           

*By: /s/ John M. Richards                                                       
----------------------------------                                    
John M. Richards, Attorney-In-Fact                                    
June 3, 2016                                                          

*  MetLife Insurance Company USA. Executed by John M. Richards, Esquire on      
behalf of those indicated pursuant to powers of attorney filed herewith.  

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Index to Exhibits 

5    Form of Variable Annuity Application                                       

9    Opinion of Counsel                                                         

10   Consent of Independent Registered Public Accounting Firm                   

13   Powers of Attorney for MetLife Insurance Company USA