METROPOLITAN LIFE SEPARATE ACCOUNT UL
497, 1999-10-22
Previous: POTASH CORPORATION OF SASKATCHEWAN INC, 8-K, 1999-10-22
Next: JAPAN OTC EQUITY FUND INC, N-2/A, 1999-10-22



<PAGE>

MetLife's                                                       November 1, 1999
Equity Options

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

Equity Additions(TM)

Equity Enricher(SM)


Equity

Options

Prospectuses


Prospectuses For

 . Variable Additional Insurance Dividend Option and Variable Additional
  Benefits Rider Issued By Metropolitan Life Insurance Company

 . Metropolitan Series Fund, Inc.


MetLife(R)
<PAGE>



     E
     Q
     U
     I
     T
     Y

     O
     P
     T
     I
     O
     N
     S




                                   PROSPECTUS
                                      FOR

                               The Equity Options
                 Issued by Metropolitan Life Insurance Company
                                November 1, 1999

The Equity Options are the Equity Additions and the Equity Enricher. Each
option is designed to supplement benefits available under your MetLife fixed
benefit life insurance policy.

Equity Options are designed to provide:

 .Life insurance coverage

 .A death benefit

 .A conditional guaranteed minimum death benefit

 . A funding option for allocating premium payments to the available investment
  divisions of Metropolitan Life Separate Account UL.

A word about risk:
This Prospectus discusses the risks associated with purchasing the Equity
Options. The Metropolitan Series Fund, Inc. (the "Fund") prospectus discusses
the risks associated with investment in the Fund. The Fund prospectus is being
provided to you in addition to this Prospectus, because each available
investment division invests in a corresponding portfolio of the Fund. This
Prospectus is not valid unless you also receive or have received a current Fund
prospectus.

The purchase of the Equity Options involves risk. You could lose money, as well
as the benefits provided under the Equity Options.

How to learn more:
Before selecting an Equity Option, read the information in this Prospectus and
in the prospectus for the Fund. Keep the prospectuses for future reference.

                                  -----------

Neither the Securities and Exchange Commission ("SEC") nor any state securities
authority has approved or disapproved these securities, nor have they
determined if this Prospectus is accurate or complete. This prospectus does not
constitute an offering in any jurisdiction where such offering may not lawfully
be made. Any representation otherwise is a criminal offense. We do not
authorize any representations about this offering other than as contained in
this Prospectus or its supplements or in our authorized supplemental sales
material.


Metropolitan Life Insurance Company 1 Madison Avenue, New York, New York 10010
(800) 638-5000
<PAGE>




<TABLE>
<CAPTION>
                                                       Page
                                                     In this
   Subject                                          Prospectus
   -------                                          ----------
   <S>                                              <C>
   Summary.........................................      2
   MetLife.........................................      5
   Separate Account UL.............................      6
   Metropolitan Series Fund, Inc. .................      7
   The Base Policy and Benefit Options.............      7
   Issuing Equity Options..........................      8
   Equity Options Benefits.........................      9
   Equity Options Rights...........................     12
   Equity Options Premiums.........................     14
   Equity Options Charges and Deductions...........     17
   Net Single Premium..............................     18
   Federal Tax Matters.............................     18
   Showing Performance.............................     20
   Rights We Reserve...............................     20
   Other Policy Provisions.........................     21
   Sales and Administration of the Policies........     22
   Voting Rights...................................     23
   Reports.........................................     24
   Illustration of Equity Options Benefits.........     24
   Getting More Information........................     24
   Legal, Accounting and Actuarial Matters.........     25
   Management......................................     26
   Financial Statements............................     29
</TABLE>

Summary

This summary gives an overview of the Equity Options and is qualified by the
more detailed information in this Prospectus, the Equity Options riders, and
the relevant fixed benefit life insurance policy.

Equity Options

MetLife issues the Equity Options as optional benefits to a fixed benefit life
insurance policy (the "base policy"). We also offer other optional benefits as
additions to the base policy. For ease of reference, we refer to the base
policy and all of the optional benefits that are added to the base policy as
the "Policy." The Equity Options allow you to experience the potential growth
of the equity markets while maintaining your base policy. There are two
different Equity Options, and you may elect to include either or both as
optional benefits to your base policy:

 . Equity Additions (also known as Variable Additional Insurance)

 . Equity Enricher (also known as Variable Additional Benefits).

Equity Options Premiums

The Equity Options allow some flexibility in making premium payments.

 . Equity Additions allows you to make premium payments by allocating dividends
  or other payments from the base policy and from certain benefits options
  (known as credit options) to the base policy.

 . Equity Enricher allows you to make planned and unplanned premium payments.

                                       2
<PAGE>


Equity Options Cash Value

Your cash value in an Equity Option reflects your Equity Option's premium
payments, the charges we deduct from the cash value, any investment experience
you have in our Separate Account, as well as your transfer, loan and withdrawal
activity. MetLife doesn't guarantee the investment performance of any
investment division and you should consider your risk tolerance before
purchasing an Equity Option.

Transfers

You may transfer cash value from each Equity Option to pay base policy
premiums, charges or loan interest. You may also transfer cash value to or from
certain other benefit options to an Equity Option, subject to certain limits.
Finally, you may make transfers between the two investment options available
under the Equity Enricher.

Equity Options Death Benefit

Generally, the death benefit is equal to the Equity Option cash value divided
by an applicable "net single premium amount" that is specified in your rider
and multiplied by $1,000.

The Conditional Guaranteed Minimum Death Benefit

Generally, you will receive a conditional guaranteed minimum death benefit. In
certain situations this guaranteed minimum death benefit can be reduced or
eliminated entirely.

Surrenders, Partial Withdrawals and Loans

Within certain limits, you may take partial withdrawals from and loans against
amounts in the Equity Options. You may also surrender your Equity Option for
its cash value, less any applicable charges.

Tax Treatment

In most cases, you will not pay income taxes on withdrawals or surrenders or at
the Final Date of the Policy until your cumulative withdrawn amounts exceed the
cumulative premiums you have paid under your Policy. If your Policy is a
modified endowment contract, you will pay income taxes on loans and withdrawals
to the extent of any gains (which is generally the excess of cash value over
the premiums paid). In this case, an additional 10% tax may also apply. If the
Policy is part of a collateral assignment equity split dollar arrangement with
an employer, increases in cash value that are not due to premium payments may
be taxed annually. The death benefit may be subject to federal and state estate
taxes, but your beneficiary will generally not be taxed on the death benefit.
As with any taxation matter, you should consult with and rely on the advice of
your own tax advisor.

                                       3
<PAGE>


Table of Charges and Expenses

This table shows the charges and expenses that you pay under the Equity
Options. See "Charges and Deductions," below for more information on the Equity
Options charges:

<TABLE>
<CAPTION>
        Type of Charge or Expense              Amount of Charge or Expense
- --------------------------------------------------------------------------------
  <C>                                   <S>
  Monthly Deduction from your Equity
   Option's cash value
   Cost of insurance charges:           Amount varies depending on the specifics
                                        of your Policy./1/
   Mortality and expense risk and       The charge is equivalent to an effective
    administrative services charge:     annual rate of .75% of the cash value in
                                        the Separate Account on each monthly
                                        anniversary for riders to base policies
                                        that have a face amount less than
                                        $250,000, or .50% for riders to base
                                        policies that have a face amount of
                                        $250,000 or greater.
- --------------------------------------------------------------------------------
  Equity Enricher only:
  Charges we deduct from each premium
   payment
   Sales charge:                        2% of each premium payment
   Charge for average expected state
    taxes attributable to premiums:     2% of each premium payment
   Charge for expected federal taxes
    attributable to premiums:           1% of each premium payment
</TABLE>
- --------
/1/See "Cost of Insurance" under "Charges and Deductions" for a more detailed
discussion of factors affecting this charge. If you would like, we will provide
you with an illustration of the impact of these and other charges under the
Equity Options based on various assumptions.

Fund Investment Management Fees and Direct Expenses

MetLife receives an investment management fee from the Fund and the Fund incurs
direct expenses (see the Fund Prospectus and Statement of Additional
Information referred to therein). You bear indirectly your proportionate share
of the fees and expenses of the Portfolios of the Fund that correspond to the
Separate Account investment division you are using. The following sets forth
the applicable Portfolio's fees and expenses for the year ending 12/31/98:

<TABLE>
<CAPTION>
                                                                                    Total
                                                                                     1998
                               Management                  Other                    Annual
       Portfolio                  Fee                     Expenses                 Expenses
- -------------------------------------------------------------------------------------------
  <S>                          <C>                        <C>                      <C>
  MetLife Stock Index             .25%                      .05%                     .30%
- -------------------------------------------------------------------------------------------
  Janus Mid Cap                   .72%                      .09%                     .81%
</TABLE>

Other

Please refer to "Federal Tax Matters--Our Taxation" for a description of
certain charges that we currently do not impose but may impose in the future.

                                       4
<PAGE>

You can contact us at our Designated Office.

MetLife

We are a mutual life insurance company. We were formed in 1868 in New York and
we currently conduct business in all 50 states, the District of Columbia,
Puerto Rico and Canada. We are one of the largest financial services companies
in the world with many of the largest United States corporations for clients.
As of December 31, 1998, we had total life insurance in force of approximately
$1.7 trillion and total assets under management of approximately $359 billion.
We have listed our directors and certain key officers under "Management", and
our financial information under "Financial Statements," below.

On September 28, 1999, MetLife adopted a plan of reorganization to convert from
a mutual life insurance company to a stock life insurance company (the "plan").
Upon conversion, MetLife will become a wholly owned subsidiary of a new
publicly owned holding company, MetLife, Inc. The plan is subject to approval
by the New York State Superintendent of Insurance after a public hearing. In
addition, the plan cannot go into effect unless it is approved by a vote of
eligible MetLife policyholders and contract holders whose policies or contracts
were in force on September 28, 1999. Subject to these approvals and certain
other conditions, we expect the plan to become effective during the first
quarter of the year 2000. Holders of policies or contracts who are entitled to
vote on the plan will be entitled to receive certain compensation pursuant to
the terms of the plan.

Our conversion to a stock company will have no effect on your rights or our
obligations under your Equity Option, all of which will remain exactly as
stated in your Equity Option. Upon conversion, however, you will no longer have
rights by virtue of the Equity Options as members of MetLife. (These rights
consist primarily of the right to vote on matters submitted to policyholders
for a vote, including the election of directors, and the right to receive a
portion of any remaining surplus if the company is liquidated.) In addition,
because your Equity Option was issued after September 28, 1999, the New York
Insurance Law provides that you will not (by virtue of that Equity Option) be
entitled to vote on the plan or to receive compensation pursuant to the plan.

Because your Equity Option was issued after September 28, 1999, you will be
receiving a Notice of Pendency of the plan. Upon receipt of the Notice, you
will have the right under New York Insurance Law to rescind your Equity Option
and obtain a refund of any premiums paid as stated in the Notice.

Giving us requests, instructions or notifications

Contacting us:

You can communicate all of your requests, instructions and notifications to us
by contacting us in writing at our Designated Office. We may require that
certain requests, instructions and notifications be made on forms that we
provide. These include: changing your beneficiary; taking a Policy loan; taking
a partial withdrawal; surrendering your Policy or an Equity Option; making
transfer requests or changing the benefit option to which you want to allocate
your policy credits. Our Designated Office is our home office at 1 Madison
Avenue, New York, NY 10010. We may name additional or alternate Designated
Offices. If we do, we will notify you in writing.

                                       5
<PAGE>




 Each available investment division invests in a corresponding Portfolio of the
                                                                          Fund.

When your requests, instructions and notifications become effective:

 . Generally, requests, premium payments and other instructions and
  notifications are effective on the Date of Receipt. In those cases, the
  effective time is at the end of a Valuation Period during which we receive
  them at our Designated Office. (Some exceptions to this general rule are
  noted below and elsewhere in this Prospectus.)

 . A Valuation Period is the period between two successive Valuation Dates. It
   begins at the close of regular trading on the New York Stock Exchange on a
   Valuation Date and ends at the close of regular trading on the New York
   Stock Exchange on the next succeeding Valuation Date. The close of regular
   trading is 4:00 p.m., Eastern Time on most days.

 . A Valuation Date is:

  . Each day on which the New York Stock Exchange is open for trading.

  . Other days, if we, as the Fund's investment manager, think that there has
    been a sufficient degree of trading in the Fund's portfolio securities
    that the current net asset value of its redeemable securities might be
    materially affected.

 . The initial effective time of your Equity Options' investment in the
   Separate Account is the Investment Start Date. The Investment Start Date
   is:

  . For Equity Additions, the credit payment date of the first base policy
    credit that is allocated to the option or, if sooner, the date of the
    first transfer of cash value to Equity Additions from another benefit
    option.

  . For the Equity Enricher, the end of the first Valuation Date after the
    latest of:

   . The date we receive the first premium payment allocated to the Equity
     Enricher;

   . The 20th day following the Date of Policy indicated in the base policy;
     and

   . The 20th day following the date we receive the first full premium due
     for the base policy.

Prior to the Investment Start Date, we will place any premium payments you
make to the Equity Enricher in our general account, where it will earn a fixed
rate of interest, until the Investment Start Date.

Separate Account UL

We established the Separate Account under New York law on December 13, 1988.
The Separate Account receives premium payments from the Equity Options
described in this Prospectus and other variable life insurance policies that
we issue. We have registered the Separate Account as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). The assets in the
Separate Account legally belong to us; but they are held solely for the
benefit of investors in the Separate Account and no one else, including our
other creditors. We will keep an amount in the Separate Account that at least
equals the value of our commitments to policy owners that are based on their
investments in the Separate Account. We can also

                                       6
<PAGE>



You should carefully review the investment objective, strategies and risks of
each available Portfolio, which are contained in the Fund prospectus you have
also received.

The Policy includes the base policy and its benefit options.
keep charges that we deduct and other excess amounts in the Separate Account or
we can transfer the excess out of the Separate Account.

The Separate Account has subdivisions, called "investment divisions." Each
investment division invests its assets exclusively in shares of a corresponding
Portfolio of the Fund. Currently, only the MetLife Stock Index investment
division is available for use with the Equity Additions. Only the MetLife Stock
Index and Janus Mid Cap investment divisions are available for use with the
Equity Enricher. Amounts you allocate to an investment division receive the
investment experience of the investment division, and you bear this investment
risk.

The Metropolitan Series Fund, Inc.

The Fund is a "series" type of mutual fund, which is registered as an open-end
management investment company under the 1940 Act. The Fund is divided into
Portfolios, each of which represents a different class of stock in which a
corresponding investment division of the Separate Account invests. You should
read the Fund prospectus, which you have also received. It contains information
about the Fund and the MetLife Stock Index Portfolio, including the investment
objective, strategies, risks and investment adviser that is associated with the
Portfolio. It also contains information on our different separate accounts and
our affiliates that invest in the Fund and the risks related thereto.

As of the end of each Valuation Period, we purchase and redeem Fund shares for
the Separate Account at their net asset value without any sales or redemption
charges. These purchases and redemptions reflect the amount of any of the
following transactions that take effect at the end of the Valuation Period:

 . The allocation of premiums (less applicable charges) to the Separate Account.

 . Dividends and distributions on Fund shares that are reinvested as of the
  dates paid (which reduces the value of each share of the Fund and increases
  the number of Fund shares outstanding, but has no affect on the cash value in
  the Separate Account).

 . Policy loans and loan repayments allocated to the Separate Account.

 . Transfers to or from the Separate Account from other Policy parts.

 . Withdrawals or surrenders taken from the Separate Account.

 . Transfer between the Equity Enricher's available investment options.

The Base Policy and its Benefit Options

The base policy and all of its benefit options form the entire Policy. In this
Prospectus, we refer to each portion of the Policy as a Policy part. The base
policy provides a fixed amount of life insurance. Benefit options may be added
to the base policy.

In this Prospectus, we refer to some of the benefit options as "credit
options." Credit options are methods under which dividends or other credits
that become payable under your Policy, as well as cash value that you transfer
from any other credit options that you have in effect, are applied to
accumulate additional cash value and purchase additional death benefits. The
amount of dividends or other credits on your Policy changes annually, is not
guaranteed, and is based on a variety of factors. These factors may include

                                       7
<PAGE>

the base policy face amount, the death benefit and credit class of the base
policy, as well as the amount of our earnings. Any credits due from any Policy
part are paid on the last day of a base policy year, as set forth in the
benefit option. Credit options include:

 . Equity Additions: a benefit option described in this Prospectus.

 . Fixed Additional Insurance: a benefit option that is similar to Equity
  Additions, except that cash value accumulates at fixed interest rates that we
  declare.

 . Dividends with Interest ("DWI"): a benefit option where cash value
  accumulates with currently taxable interest that we declare periodically.

Other benefit options which are not credit options include:

 . Equity Enricher: a benefit option described in this Prospectus.

 . Enricher: a fixed paid-up additional insurance benefit option that is similar
  to Equity Enricher, except that it has a guaranteed cash value which is
  eligible for a dividend.

 . Flexible Additional Insurance Rider ("FLAIR"): a benefit rider that provides
  additional fixed benefit insurance and has a fixed benefit term insurance
  element.

 . Disability Waiver of Benefits Options: benefit options that waive certain
  charges or premium requirements in the event of disability. (No such waiver
  of premium benefit applies to the Equity Enricher).

 . Acceleration of Death Benefits Option: a benefit option that can provide a
  discounted present value of the death benefit, if the insured becomes
  terminally ill, prior to the insured's death.

Subject to certain limits and conditions, we guarantee the cash value in the
base policy as well as all of the benefit options, other than the Equity
Options. We make this guarantee because these Policy parts provide fixed
benefits. Since these fixed benefits are not registered under the federal
securities laws, this Prospectus contains only limited information about them.
The Policy gives you more information on the operation of these fixed benefits.

Issuing Equity Options

If you want an Equity Option, then you must complete an application. We will
issue an Equity Option to you only if you are also the owner of the base
policy. Your completed application must be received by the Designated Office.
The Equity Options are available to base policies meeting the minimum face
amount and eligibility requirements that we establish. You may not add the
Equity Additions while any term insurance is in effect under FLAIR. Once FLAIR
becomes fully funded, or you discontinue the term insurance provided by FLAIR,
you may add the Equity Additions. We reserve the right to reject an application
for any reason permitted by law, and our acceptance of an application is
subject to our underwriting rules.

The insured will be the same individual as the insured in the base policy. An
"insured" is the person upon whose life we issue the Policy. You do not have to
be the insured. For the purpose of computing the insured's age under the
Policy, we start with the insured's age on the Date of Policy, which is set
forth in the base policy. Age under the Policy at any other time is then
computed using that issue age and adding the number of full base policy years
completed.

                                       8
<PAGE>

We will issue an Equity Option to you as owner. You will have all the rights
under the option.



To elect the Equity Enricher you must complete the Equity Enricher application.
We will not require evidence of insurability other than that required in
connection with the issuance of the base policy, unless:

 . The amount of premiums you actually pay for the Equity Enricher during the
  first year is greater than the cumulative voluntary planned periodic premium
  payments indicated in the application, or you exceed certain other premium
  limitations described below after the first year; or

 . you add the Equity Enricher after we issue the base policy.

To elect the Equity Additions, you may complete the Equity Additions
application either at the same time as the application for the base policy or
after the base policy has been issued. If you decide to add Equity Additions
after you own the base policy, it may reduce the amount of premiums that you
could pay to your Policy before it would become a modified endowment contract.
If you contact us, we will tell you what these premium limits are. We will not
require additional evidence of insurability for the Equity Additions, unless
you desire to make a payment that is derived from another credit option that
does not itself have a death benefit.

Insurance coverage under an Equity Option commences on its Investment Start
Date, assuming coverage under the base policy is then in effect.

Equity Options Benefits

Insurance Proceeds

We will pay your beneficiary any insurance proceeds as of the end of the
Valuation Period that includes the insured's date of death. We will pay this
amount after we receive documents that we request as due proof of the insured's
death. The beneficiary can receive the death benefit in a single sum or under
an income plan described below. You may make this choice during the insured's
lifetime. If no selection is made we will place the amount in an account to
which we will credit interest, and the beneficiary will have immediate access
to all or part of that amount. The beneficiary has one year from the date the
insurance proceeds are paid to change the selection from a single sum payment
to an income plan, as long as we have made no payments from the interest-
bearing account. If the terms of the income plan permit the beneficiary to
withdraw the entire amount from the plan, the beneficiary can also name
contingent beneficiaries.

The insurance proceeds equal the Equity Option's death benefit.

Equity Options Death Benefits

The Equity Option's death benefit is:

 . the cash value (after we deduct the Mortality and Expense Risk and
  Administrative Services Charge and the Cost of Insurance Charge, pro rated
  for the appropriate period) at the end of the Valuation Period in which the
  insured dies; divided by

 . the net single premium for that day (see "Net Single Premium" below);
  multiplied by

 . $1,000.

Any increase or decrease in the cash value of an Equity Option also will
increase or decrease the death benefit that otherwise would apply. In such
cases, the death benefit will change by a larger amount than does the cash
value.

                                       9
<PAGE>



           Equity Options offers a conditional guaranteed minimum death benefit.

                           Equity Options are designed to accumulate cash value.

Any such increases in death benefit, however, will be partially or wholly
offset (and any decreases will be accentuated) by the fact that the net single
premium increases the longer your Policy is outstanding. Therefore, in order
for your Equity Option death benefit to increase or remain constant, your
Equity Option cash value must increase enough to compensate for the effect of
the increases in net single premium. If your Equity Option cash value declines
to zero (due to adverse investment results, the charges we deduct, and/or
insufficient premium payments), your Equity Option death benefit also will be
zero.

Alternate Death Benefit

In no event will the Policy death benefit be lower than the minimum amount
required to maintain the Policy as life insurance under the federal income tax
laws (which calculation shall exclude coverage provided under the DWI benefit
option).

Conditional Guaranteed Minimum Death Benefit

We provide a conditional guaranteed minimum death benefit that will be in
effect during the first 7 years of your base policy or another 7 year period
beginning from any date your policy is "materially modified" (within the
meaning of the tax law test discussed under "Federal Tax Matters-modified
endowment contract status," below). During any such 7 year period, the
conditional guaranteed minimum death benefit generally will equal the Equity
Option's death benefit at the beginning of each such 7 year period. The
guaranteed minimum death benefit ends:

 . if the Policy becomes a Modified Endowment Contract; or

 . for the Equity Additions, if you change your credit option to a different
  credit option for the next credit payment date.

The conditional guaranteed minimum death benefit is reduced for any:

 . loan;

 . withdrawal; or

 . cash value transfer from the Equity Option.

You should consult with your MetLife account representative before taking any
action listed above to find out whether the action will affect the conditional
guaranteed minimum death benefit.

If your conditional guaranteed minimum death benefit is reduced or ends, your
Policy may become a modified endowment contract.

Equity Options Cash Values

Your Equity Option's cash value equals the Separate Account cash value. The
Separate Account cash value is allocated to each applicable investment
division. For purposes of taking charges, loans and making transfers or
withdrawals, we divide your cash value into "components". Each component is the
portion of the Equity Option cash value that is attributable to payments made
from its corresponding Policy part. An Equity Option's cash value is calculated
as follows:

 . On the Investment Start Date, we will allocate your cash value to each
  applicable investment division.

                                       10
<PAGE>



Generally, the Policy's insurance proceeds, amounts payable at the Final Date
or amounts paid upon surrender of your Policy can be paid under an income plan
instead of in a lump sum.

 . Thereafter, at the end of each Valuation Period the cash value in the
  investment division will equal:

 . The cash value in the investment division at the beginning of the Valuation
   Period; plus

 . All premiums (less applicable charges) and cash value transfers into the
   investment division during the Valuation Period; minus

 . All partial cash withdrawals, loan amounts and cash value transfers out of
   the investment division during the Valuation Period; minus

 . The portion of any charges and deductions allocated to the cash value in
   the investment division during the Valuation Period; plus

 . The net investment return for the Valuation Period on the amount of cash
   value in the investment division at the beginning of the Valuation Period.
   The net investment return currently equals the rate of increase or decrease
   in the net asset value per share of the underlying Fund portfolio over the
   Valuation Period, adjusted upward to take appropriate account of any
   dividends and other distributions paid by the portfolio during the period.
   The net investment return could in the future be reduced by a charge for
   taxes that we have the right to impose.

If your Equity Option has no cash value, we will not provide any insurance
coverage under it, nor will we take a monthly deduction, until the Equity
Option does have cash value.

Benefit at Final Date

The Final Date is the Policy anniversary on which the insured is Age 100. We
will allow you to extend that date, however, where permitted by state law. If
the insured is living on the Final Date, we will pay you the cash value of the
Policy, reduced by any applicable charges and outstanding loans (plus accrued
interest). You can receive the cash value in a single sum, in an account that
earns interest, or under an available income plan.

Income Plans

Before you purchase an income plan you should consider:

 . The tax consequences associated with the Policy proceeds, which can vary
  considerably, depending on whether a plan is chosen. You or your beneficiary
  should consult with a qualified tax adviser about tax consequences.

 . That your Policy will terminate at the time you purchase an income plan and
  you will receive a new contract, which describes the terms of the income
  plan. You should carefully review the terms of the new contract, because it
  contains important information about the terms and conditions of the income
  plan.

 . That these plans do not have a variable investment return.

Generally, we currently make the following income plans available:

<TABLE>
  <S>                               <C>
  . Interest Income                 . Installment Income for a
                                      Stated Period
- --------------------------------------------------------------------
  . Installment Income for a        . Single Life Income--Guaranteed
    Stated Amount                     Payment Period
- --------------------------------------------------------------------
  . Joint and Survivor Life Income  . Single Life Income--Guaranteed
                                      Return
</TABLE>

                                       11
<PAGE>

   You may transfer cash value among the eligible portions of your Policy at any
                                                                           time.
            You can borrow from us and use your Policy as security for the loan.

Equity Options Rights

Cash Value Transfers


 . For the Equity Additions, transfers can only be made among it and the other
  credit options that are available to you at that time.

 . For the Equity Enricher, transfers can only be made between the available
  investment divisions and/or between the Equity Enricher and the Enricher.

You may only transfer cash value between a particular component and that
component's corresponding Policy Part. This limitation on transfers does not
currently affect the Equity Enricher, because cash value transfers can
currently only be made between it and the Enricher. We will adjust any credit
that would be due under a Policy part to reflect the timing and effect of any
transfer. Any transfer will reduce the conditional guaranteed minimum death
benefit by the same proportion as it reduces the Equity Options cash value.
There is no charge for cash value transfers.

If you would like to make a transfer, you must indicate which component and/or
investment division, if applicable, and which Policy part are involved in the
transfer. Except for transfers to the dividends with interest option, transfers
among the investment divisions and transfers among the Equity Options and other
Policy parts are not currently taxable transactions.

 . Automated transfer: We may in the future allow you to make automatic
  transfers of Equity Option cash values to pay the base policy premiums. If we
  do, we will set forth the terms and conditions in the forms we provide to you
  to establish the automatic transfers.

 . Transfers by telephone: We may, if permitted by state law, allow you to make
  transfer requests by phone. We may also allow you to authorize your sales
  representative to make such requests. The following procedures apply:

 . We must have received your authorization in writing satisfactory to us, to
   act on instructions from any person that claims to be you or your sales
   representative, as applicable, as long as that person follows our
   procedures.

 . We will institute reasonable procedures to confirm that instructions we
   receive are genuine. Our procedures will include receiving from the caller
   your personalized data.

 . All telephone calls will be recorded.

 . You will receive a written confirmation of any transaction.

 . Neither the Separate Account nor we will be liable for any loss, expense or
   cost arising out of a telephone request if we reasonably believed the
   request to be genuine.

 . You should contact our Designated Office with any questions regarding the
   procedures.

Loan Privileges

You may obtain a loan from us whenever your Policy has a loan value. The loan
value equals the Policy cash value less the anticipated loan interest for the
remainder of that base policy year. We will take the loan from available cash
value in accordance with our administrative procedures that are in effect at
the time you take the loan.

                                       12
<PAGE>


As of the Date of Receipt, for any loan request that affects an Equity Option,
we will:

 . Remove an amount equal to the loan from your Equity Option . We will place an
  equal amount in the Fixed Additional Insurance option (if the loan is from
  Equity Additions) or in the Enricher (if the loan is from the Equity
  Enricher), where it will receive interest in accordance with the option's
  terms.

 . Charge you interest, which will accrue daily. We will tell you the initial
  interest rate that applies to your loan and mail you advance notices of any
  increases applicable to existing loans. Your interest payments are due at the
  end of each Policy year. If you don't pay the interest, we will treat it as a
  new Policy loan, which will be taken from the components of the Equity Option
  in the same manner that the original loan amounts were taken. If one
  component does not have sufficient cash value, we will take the excess from
  the remaining components in accordance with our administrative procedures
  that are in effect at the time you take the loan. The interest rate charged
  for a base policy year will never be more than the maximum allowed by law and
  will generally be the greater of:

 . the published monthly average for the calendar month ending two months
   before the start of such year; or

 . the rate used to calculate the guaranteed cash value of the base policy and
   its riders for the base policy year plus 1%.

The published monthly average means (a) Moody's Corporate Bond Yield Average
Monthly Average Corporates, as published by Moody's Investors Service, Inc., or
any successor service; or (b) If the Moody's average is not published, a
substantially similar average established by regulation issued by the insurance
supervisory official of the state in which the base policy is delivered.

Repaying your loans (plus accrued interest) is done by sending in payments of
at least $50. We will allocate your repayment to the fixed additional insurance
benefit rider to which we had transferred the Equity Options cash value that
you used as security for your loan. You may then transfer such repaid amount to
your Equity Option at any time.

Before taking a Policy loan, you should consider the following:

 . Interest payments on loans are generally not deductible for tax purposes.

 . Under certain situations, Policy loans could be considered taxable
  distributions.

 . If you surrender your Policy or if we terminate your Policy, or at the Final
  Date, any outstanding loan amounts (plus accrued interest) will be taxed as a
  distribution. (See "Federal Tax Matters--The Policy--Loans" below.)

 . A Policy loan increases the chances of our terminating your Policy due to
  insufficient cash value.

 . An Equity Option's conditional guaranteed minimum death benefit will be
  reduced by the same proportion as the loan reduces the Equity Option's cash
  value.

 . Your Policy's death benefit will be reduced by any unpaid loan (plus accrued
  interest).

                                       13
<PAGE>

                        You can surrender your Equity Option for its cash value.

Surrender and Withdrawal Privileges

If you surrender an Equity Option, you can choose to receive the option's cash
value or have the proceeds transferred to any benefit option that is permitted
to receive premiums at that time. In the event of any transfer, any credit that
might be payable on amounts in such option will be adjusted to reflect the
timing of receipt of such transfer. We will deem your request for surrender of
the base policy also to be a request for surrender of the Equity Option. You
may receive the surrender proceeds in a single sum or under an income plan.

If you would like to make a partial withdrawal, you may direct from which
component and/or investment division, if applicable, the amount will be taken,
within the limits of the component's cash value. If you do not so direct, we
will withdraw cash value in accordance with our administrative procedures that
are in effect at the time of the withdrawal. If you request a partial
withdrawal of an amount that exceeds the cash value in the chosen component, or
investment division, if applicable, we will tell you and you may then ask for a
smaller withdrawal, or a different allocation among the components or
investment divisions, or surrender the Equity Option.

Before surrendering your Equity Option or requesting a partial withdrawal you
should consider the following:

 . Amounts received may be taxable as income and, if your Policy is a modified
  endowment contract, subject to certain tax penalties.

 . Your Policy could become a modified endowment contract.

 . For partial withdrawals, your death benefit will decrease.

 . In some cases you may be better off taking a Policy loan, rather than a
  withdrawal.

 . The conditional guaranteed minimum death benefit will be reduced by the same
  proportion as the withdrawal reduces the Equity Option's cash value.

Equity Options Premiums

The payments into the Equity Options won't guarantee that your Equity Option
will have a death benefit. Rather, this depends on the Equity Option's cash
value and the conditional guaranteed minimum death benefit.

Paying Premiums

You can make premium payments, subject to certain limitations discussed below,
through:

 . For the Equity Additions, dividends or other credits on the Policy provided
  that you direct us in writing at least sixty days prior to the credit payment
  date (unless Equity Additions is the credit option you currently are using).
  If you had previously chosen Equity Additions to receive the dividend or
  other credit, but want to change to a different credit option, you must elect
  the different credit option at least sixty days prior to the credit payment
  date. Only one election may be made for any credit payment date and will
  apply to all credits payable under the Policy.

                                       14
<PAGE>


 . For the Equity Enricher:

 . through a voluntary planned periodic premium schedule. You choose the
   schedule on your Equity Enricher application. The schedule sets forth the
   amount of premiums, fixed payment intervals, and the period of time that
   you intend to pay premiums. The schedule can be: (a) annual; (b) semi-
   annual; (c) periodic automatic pre-authorized transfers from your checking
   account ("check-o-matic"); (d) systematic through payment plans that your
   employer makes available; or (e) through another method to which we agree.
   You do not have to pay premiums in accordance with your voluntary planned
   period premium schedule.

 . Subject to the below limits, you can make unscheduled premium payments at
   any time.

Maximum and Minimum Premium Payments

 . Total premium payments under all benefit options (excluding the Equity
  Additions, DWI and disability waiver of benefits options) may not exceed $2.5
  million in the first base policy year and $500,000 in each year thereafter.

 . You may not pay premiums that exceed tax law premium limitations for your
  Policy to qualify as life insurance. We will return any amounts that exceed
  these limits, except that we will keep any amounts that are required to keep
  the Policy from terminating. We will let you make premium payments that would
  turn your Policy into a modified endowment contract, but we will tell you of
  this status in your annual statement, and if possible we will tell you how to
  reverse the status.

 . The following limitations apply to the Equity Enricher. When applying the
  limits, we aggregate payments to the Equity Enricher with payments to the
  Enricher:

 I. You may not make any premium payments:

   A. While we are considering your application for benefits on the base
      policy under a disability waiver of benefits option or an acceleration
      of death benefits option.

   B. If we are paying benefits under the above options or if all benefits
      due under one of those options have been paid.

   C. If you have made no payments to the Equity Enricher during the first
      year after its issuance or for any two consecutive base policy years
      (unless, during any part of such period, your right to make payments
      was terminated for reasons described in A, or, unless you were taking
      withdrawals from the Equity Enricher to pay for a child's education
      and you provide us with proof of such payment that we find
      satisfactory).

   D. After the later of the base policy anniversary on which the insured is
      65, or the tenth base policy anniversary. In no event will payments be
      accepted after the base policy anniversary on which the insured is age
      86.

 In any of these cases, you may elect to receive the cash value, transfer the
 cash value to the Enricher, or leave the cash value in the Equity Enricher.
 If you leave the cash value in the Equity Enricher, it will remain subject to
 applicable fees and charges. If investment performance is not sufficient to
 offset the amount of these expenses, the death benefit may decline or
 terminate.

                                       15
<PAGE>


 II. Your voluntary planned periodic payments must be at least:

   A. $250 annually ($100 for policies that are part of our Tower or
      Executive Series or where the insured was under 18 when the base
      policy was issued).

   B. $125 semi-annually ($50 for policies that are part of our Tower or
      Executive Series or where the insured was under 18 when the base
      policy was issued).

   C. $25 for all monthly methods of payment ($10 for policies that are part
      of our Tower or Executive Series or where the insured was under 18
      when the base policy was issued).

   D. $250 ($100 for the Tower or Executive Series or where the insured was
      under age 18 when the base policy was issued) for each unscheduled
      premium payment.

 III. During the first base policy year, we reserve the right to reject any
      amount that exceeds the cumulative amount of your first base policy
      year's voluntary planned periodic premiums.

 IV. During the first base policy year, the maximum annual payment we permit
     is 15 times the nonsmoker standard annual premium (minus the base policy
     fee) set forth in your base policy.

 V. After the first base policy year, the maximum payment we permit is the
    greater of

   A. 3 times the base policy's nonsmoker standard annual premium (minus the
      base policy fee) set forth in your base policy; or

   B. $5,000

 VI. We reserve the right to require evidence of insurability of premium
     payments that exceed both $25,000 and 2 times the greater of the total
     payments made in either of the prior two Policy years.

Equity Options Termination and Reinstatement

Termination

We will terminate Equity Options if we terminate the base policy or if you
reduce your base policy face amount of insurance below $50,000. We will
terminate your base policy if we do not receive sufficient premium payments (or
sufficient loan repayments so that the loan portion does not exceed the cash
value of the Policy) by the end of a 31 day grace period. If the insured dies
during the grace period, the insurance proceeds will still be payable, but we
will deduct any due and unpaid base policy premiums and any Policy loan and
loan interest from the proceeds.

At the end of the grace period, if you have elected to do so, and if there is
sufficient cash value in your Equity Option to do so, we will pay your premium
from the Equity Option cash value through an automatic loan feature. If the
automatic loan feature is not used to pay the base policy premium and the
Policy is terminated, we will transfer your Equity Additions cash value into
the fixed additional insurance option and your Equity Enricher cash value into
the Enricher in accordance with your Policy's provisions and our administrative
practices.

                                       16
<PAGE>

Carefully review the "Table of Charges and Expenses" in the "Summary" which
sets forth the charges that you pay under the Equity Options.

Reinstatement

We will reinstate the Equity Option if we reinstate your base policy. The
reinstated Equity Option will have no cash value until an Equity Option premium
payment is made. We will reinstate your base policy subject to certain terms
and conditions that the base policy provides. We must receive your
reinstatement request within 3 years (or within a longer period if required by
state law) after the end of the base policy's grace period and before its Final
Date.

Equity Options Charges and Deductions

The Equity Options charges compensate us for our expenses and risks. The name
of a charge can suggest the purposes for which the charge is imposed. For
example, the "sales charge" for the Equity Enricher is designed primarily to
defray commissions and other costs of marketing that Option. Nevertheless, any
distinctions we make about the specific purposes of the different charges are
imprecise, and we are free to keep and use our revenues or profits for any
other purpose, including paying any of our costs and expenses in connection
with the Policies. The following sets forth additional information about some
(but not all) of the Equity Options charges.

Charge for average expected state taxes attributable to premiums: We make this
charge, with respect to the Equity Enricher, to reimburse us for the state
premium taxes that we must pay on premiums we receive. Premium taxes vary from
state to state and currently range from 0 to 3.5%. Our charge approximates the
average tax rate we expect to pay on premiums we receive from all states.

Charges included in the Monthly Deduction: We take the monthly deduction from
each component and investment division, if applicable, in proportion to the
Equity Option's Cash Value in that component or investment division at the
beginning of the base policy month, beginning with the first base policy month
during which an Equity Option is in effect. We deduct the monthly deduction as
of each base policy monthly anniversary. If there is no cash value in the
Equity Option, there is no insurance coverage provided under the Option and
therefore no monthly deduction is due.

 . Cost of insurance: This charge varies monthly based on many factors. Each
  month, we determine the charge by multiplying the applicable cost of
  insurance percent by the cash value at the end of the prior Policy month.

 . The cost of insurance percent is based on our expectations as to future
  experience, taking into account the insured's sex (if permitted by law), age,
  smoking status and rate class. The percentages will never exceed the
  guaranteed cost of insurance percentages set forth in your Equity Option
  rider. These guaranteed percentages are based on certain 1980 Commissioners
  Standard Ordinary Mortality Tables and the insured's sex (if permitted by
  law), age and rate class. Our current percentages are lower than the maximums
  in most cases. We review our percentages periodically and may adjust them,
  but we will apply the same percentages to everyone who has had their Equity
  Option for the same amount of time and who is the same age, sex and rate
  class. As a general rule, the cost of insurance percentage increases each
  year you own your Equity Option, as the insured's age increases.

                                       17
<PAGE>


 . Rate class relates to the level of mortality risk we assume with respect to
   an insured. It can be the standard rate class, or one that is higher or
   lower (and if the insured is 18 or older, we divide rate class by smoking
   status). The insured's rate class will affect your charge for insurance
   coverage.

 . Mortality and Expense Risk and Administrative services charge: We make this
  monthly charge primarily to compensate us for:

 . expenses we incur in the administration of the Equity Option

 . mortality risks that insureds may live for a shorter period than we expect;
   and

 . expense risks that our issuing and administrative expenses may be higher
   than we expect.

If our estimates are correct, we will realize a profit from this charge;
otherwise, we could incur a loss. The amount of the charge is lower if the base
policy's face amount is at least $250,000 at the date we calculate the charge.
Therefore, changes you make in your base policy's face amount could affect the
rate at which this charge applies to you.

Net Single Premium

The net single premium varies from day to day and is based on the 1980
Commissioners Standard Ordinary Mortality Tables and the insured's sex (where
permitted by state law or unless the Policy is issued in connection with
certain types of employee benefit plans) and age. To determine a death benefit,
we divide an Equity Option's cash value by the net single premium. While it is
not a charge or expense, the lower the net single premium, the higher the death
benefit, and vice versa. The net single premium under your Equity Option will
increase each month, as the insured grows older. The amount of your net single
premium for each month is prescribed in the Equity Option itself and we will
not alter such amounts.

Federal Tax Matters

The following is a brief summary of some tax rules that may apply to your
Policy. You should consult with your own tax advisor to find out how taxes can
affect your benefits and rights under your Policy, especially before you make
unscheduled premium payments, change coverage provided by base policy or the
benefit options, take a loan or withdrawal, or assign or surrender the Policy.

The Policy

Insurance proceeds

 . Generally excludable from your beneficiary's gross income.

 . The proceeds may be subject to federal estate tax: (i) if paid to the
  insured's estate; or (ii) if paid to a different beneficiary if the insured
  possessed incidents of ownership at or within three years before death.

 . If you die before the insured, the value of your Policy (determined under IRS
  rules) is included in your estate and may be subject to federal estate tax.

 . Whether or not any federal estate tax is due is based on a number of factors
  including the estate size.

                                       18
<PAGE>


Cash value (if your Policy is not a modified endowment contract)

 . You are generally not taxed on your cash value (except with respect to the
  DWI option) until you withdraw it, surrender your Policy or receive a
  distribution on the Final Date. In these cases, you are generally permitted
  to take withdrawals up to the amount of premiums paid without any tax
  consequences. However, withdrawals will be subject to income tax after you
  have received amounts equal to the total premiums you paid. Somewhat
  different rules apply in the first 15 Policy years when a distribution may be
  subject to tax if there is a gain in your Policy (which is generally when
  your cash value exceeds the cumulative premiums you paid). Finally, if your
  Policy is part of a collateral assignment equity split dollar arrangement,
  there is a risk that increases in cash value may be taxed annually. For
  income tax purposes, if you surrender an Equity Option for its cash value but
  the base policy remains in force, you will be considered to have made a
  partial withdrawal. A transfer to the DWI also will be taxed as a withdrawal.

Loans

 . Loan amounts received will generally not be subject to income tax, unless
  your Policy is or becomes a modified endowment contract or terminates.

 . Interest on loans is generally not deductible. For businesses that own a
   Policy, at least part of the interest deduction unrelated to the Policy may
   be disallowed unless the insured is a 20% owner, officer, director or
   employee of the business.

 . If your Policy terminates (upon surrender, cancellation, lapse or the Final
   Date) while any Policy loan is outstanding, the amount of the loan plus
   accrued interest thereon will be deemed to be a "distribution" to you. Any
   such distribution will have the same tax consequences as any other Policy
   distribution.

Modified Endowment Contracts

These contracts are life insurance contracts where the premiums paid during the
first 7 years after the Policy is issued, or after a material change in the
Policy, exceeds tax law limits referred to as the "7-pay test." Material
changes in the Policy include changes in the level of benefits and certain
other changes to your Policy after the issue date. Reductions in benefits
during a 7-pay period may cause your Policy to become a modified endowment
contract. Generally, a life insurance policy that is received in exchange for a
modified endowment contract will also be considered a modified endowment
contract.

If your Policy is considered a modified endowment contract the following
applies:

 . The death benefit will generally be income tax free to your beneficiary, as
  discussed above.

 . Amounts withdrawn or distributed before the insured's death, including loans,
  assignments and pledges, are treated as income first and subject to income
  tax. All modified endowment contracts you purchase from us and our affiliates
  during the same calendar year are treated as a single contract for purposes
  of determining the amount of any such income.

 . An additional 10% income tax generally applies to the taxable portion of the
  amounts received before age 59 1/2, except generally if you are disabled or
  if the distribution is part of a series of substantially equal periodic
  payments.

                                       19
<PAGE>


Diversification

In order for your Policy to qualify as life insurance, we must comply with
certain diversification standards with respect to the investments underlying
the Equity Options. We believe that we satisfy and will continue to satisfy
these diversification standards. Inadvertent failure to meet these standards
may be able to be corrected. Failure to meet these standards would result in
immediate taxation to Policy owners of gains under their Policies.

Changes to tax rules and interpretations

Changes in applicable tax rules and interpretations can adversely affect the
tax treatment of your Policy. These changes may take effect retroactively. We
reserve the right to amend the Policy in any way necessary to avoid any adverse
tax treatment. Examples of changes that could create adverse tax consequences
include:

 . Possible taxation of cash value transfers among the options within the
  Policy.

 . Possible taxation as if you were the owner of your allocable portion of the
  Separate Account's assets.

 . Possible changes in the tax treatment of Policy benefits and rights.

Our taxation

We don't expect to incur federal, state or local taxes upon the earnings or
realize capital gains attributable to the Separate Account. If we do incur such
taxes at some time in the future, we reserve the right to charge cash value
allocated to the Separate Account for these taxes.

Showing Performance

We may advertise or otherwise show:

 . Investment division performance ranking and rating information as it compares
  among similar investments as compiled by independent organizations.

 . Comparisons of the investment division with performance of similar
  investments and appropriate indices.

 . Our insurance company ratings that are assigned by independent rating
  agencies and that are relevant when considering our ability to honor our
  guarantees.

 . Personalized illustrations based on historical Separate Account performance.

Rights We Reserve

We reserve the right to make certain changes if we believe the changes are in
the best interest of our Policy owners or would help carry out the purposes of
the Policy. We will make these changes in the manner permitted by applicable
law and only after getting any necessary owner and regulatory approval. We will
notify you of any changes that result in a material change in the underlying
investments in the investment divisions, and you will have a chance to transfer
out of the affected division (without charge). Some of the changes we may make
include:

 . Operating the Separate Account in any other form that is permitted by
  applicable law.

                                       20
<PAGE>

Carefully review your Policy which contains a full discussion of all its
provisions.

 . Changes to obtain or continue exemptions from the 1940 Act.

 . Transferring assets among investment divisions or to other separate accounts,
  or our general account or combining or removing investment divisions from the
  Separate Account.

 . Substituting Fund shares in an investment division for shares of another
  portfolio of the Fund or another fund or investment permitted by law.

 . Changing the way we assess charges without exceeding the aggregate amount of
  the Equity Option's guaranteed maximum charges.

 . Making any necessary technical changes to the Policy to conform it to the
  changes we have made.

Other Policy Provisions

You should read your Policy, including the Equity Options riders, for a full
discussion of their provisions. The following is a brief discussion of some of
the provisions that you should consider:

Free Look Period

You can return the Policy during this period. The period is the later of:

 . 10 days after you receive the Policy (unless state law requires your Policy
  to specify a longer period); and

 . 45 days after we receive Part A of the completed application.

If you return your Policy, we will send you a complete refund of any premiums
paid (or cash value plus any charges deducted if state law requires) within
seven days.

Incontestability

We will not contest your Policy after 2 years from the base policy's issue or
reinstatement.

Suicide

If the insured commits suicide within the first two base policy years (or
another period specified in your base policy, if required by state law), your
beneficiary will receive all premiums paid to the Policy (without interest),
less any outstanding loans (plus accrued interest) and withdrawals taken.

Age and Sex

We will adjust benefits to reflect the correct age and sex of the insured if
this information isn't correct in any Policy application.

Assignment

You can designate a new owner or otherwise assign an Equity Option only as part
of an assignment of your Policy. You can assign your Policy as collateral if
you notify us in writing. The assignment or release of the assignment is
effective when it is recorded at the Designated Office. We are not responsible
for determining the validity of the assignment or its release. Also, there
could be serious adverse tax consequences to you or your beneficiary, so you
should consult with your tax adviser before making any assignment.

                                       21
<PAGE>

              We perform the sales and administrative services for the Policies.

Payment and Deferment

Generally, we will pay or transfer amounts from the Separate Account within
seven days after the Date of Receipt of all necessary documentation required
for such payment or transfer. We can defer this if:

 . The New York Stock Exchange has an unscheduled closing.

 . There is an emergency so that we could not reasonably determine the
  investment experience of an Equity Option.

 . The Securities and Exchange Commission by order permits us to do so for the
  protection of Equity Option owners (provided that the delay is permitted
  under New York State insurance law and regulations).

 . With respect to the insurance proceeds, entitlement to a payment is being
  questioned or is uncertain.

 . We are paying amounts attributable to a check. In that case we can wait for a
  reasonable time (15 days or less) to let the check clear.

We currently pay interest on the amount of insurance proceeds at 6% per year
(or higher if state law requires) from the date of death until the date we pay
the benefit.

Dividends

The Equity Options are "nonparticipating," which means they are not eligible
for dividends from us and do not share in any distributions of our surplus.

Sales and Administration of the Policies

We serve as the "principal underwriter," as defined in the 1940 Act, for the
Policy and other variable life insurance and variable annuity contracts issued
by a subsidiary and us. We are registered under the Securities Exchange Act of
1934 as a broker-dealer and are a member of the National Association of
Securities Dealers, Inc. We are an investment manager to the Fund and may also
provide advisory services to other clients.

Computer Systems

We use computer systems to process Policy transactions and valuations. These
systems need to be adjusted to be able to continue to administer the Policies
beginning January 1, 2000. As is the case with most systems conversion
projects, risks and uncertainties exist due, in part to reliance on third party
vendors and a project could be delayed. Although we cannot give you assurances,
we are devoting substantial resources necessary to make these systems
modifications and expect that necessary changes will be completed on time and
in a way that will result in no disruption to Policy servicing operations.

Bonding

Our directors, officers and employees are bonded in the amount of $50,000,000,
subject to a $5,000,000 deductible.

                                       22
<PAGE>

You can give us voting instructions on shares of the Fund portfolio that are
attributable to your Equity Option.

Distributing the Policies

We sell the Policies that include an Equity Option through licensed life
insurance sales representatives:

 . Registered through us.

 . Registered through other broker-dealers, including a wholly owned subsidiary.

Commissions

We do not pay commissions for the sale of the Equity Additions. However,
representatives who write the Policy receive compensation calculated by adding
the cash value in the Policy and in certain other products offered by MetLife
and our affiliates. This compensation will not exceed .12% per year of the
total aggregate cash value. We pay commissions on the sale of the base policy
and certain riders.

We pay maximum commissions on the Equity Enricher of 2% of the gross amount
paid for each premium payment. The commissions do not increase the charges
deducted from the Policy. No commissions have been paid on this product because
we will not begin offering it before November 1999.

We also pay the sales manager of a sales representative employed by us an
override commission based on many factors including the commissions paid to the
representative who sold the Equity Option and to other representatives the
sales manager supervises.

Voting Rights

The Fund has shareholder meetings from time to time to, for example, elect
directors and approve investment managers. We will vote the shares of each
Portfolio that are attributed to your Policy based on your instructions. Should
we determine that the 1940 Act no longer requires us to do this, we may decide
to vote Fund shares in our own right, without input from you or any other
owners of variable life insurance policies or variable annuity contracts that
participate in the Fund.

If you are eligible to give us voting instructions, we will send you
informational material and a form to send back to us. We are entitled to
disregard voting instructions in certain limited circumstances prescribed by
the SEC. If we do so, we will give you our reasons in the next semi-annual
report to Equity Option owners.

The number of shares for which you can give us voting instructions is
determined as of the record date for the Fund shareholder meeting by dividing:

 . Your cash value in the corresponding investment division; by

 . The net asset value of one share of that Portfolio.

We will count fractional votes.

If we do not receive timely voting instructions from Policy owners and other
insurance and annuity owners that are entitled to give us voting instructions,
we will vote those shares in the same proportion as the shares held in the same
separate account for which we did receive voting instructions. Also, we will
vote Fund shares that are not attributable to insurance or annuity

                                       23
<PAGE>

      Personalized illustrations can help you understand how your Equity Options
                                                                values can vary.
owners (including shares that we hold in our general account) or that are held
in separate accounts that are not registered under the 1940 Act in the same
proportion as the aggregate of the shares for which we received voting
instructions from all insurance and annuity owners.

Reports

Generally, you will promptly receive statements confirming your significant
transactions involving Equity Options such as:

 . Changes in guarantees.

 . Transfers between Equity Options and other Policy parts.

 . Partial withdrawals.

 . Loan amounts you request.

 . Premium Payments.

If your premium payments are made through check-o-matic or another systematic
payment method, we will not send you any confirmation in addition to the one
you receive from your bank or employer.

We will also send you an annual statement within 30 days after a Policy year
that will summarize the year's transactions and include information on:

 . Deductions and charges.

 . Status of the death benefit.

 . Cash values.

 . Amounts in the investment division.

 . Status of Policy loans.

 . Automatic loans to pay interest.

 . Information on your modified endowment contract status (if applicable).

We will also send you the Fund's annual and semi-annual reports to
shareholders.

Illustration of Equity Options Benefits

In order to help you understand how your Equity Option values would vary over
time under different sets of assumptions, we will provide you with certain
illustrations upon request. These will be based on the age and insurance risk
characteristics of the insured under your Policy and such factors as the
premium payment amounts and rates of return (within limits) that you request.
You can request such illustrations at any time. We have filed an example of
such an illustration as an exhibit to the registration statement referred to
below.

Getting More Information

We are regulated by the New York Insurance Department and periodically are
examined by them. We are also subject to the laws and regulations of all the
jurisdictions in which we do business and, if required, we have filed the
Equity Options for approval in every jurisdiction in which the Equity Options
are sold. The Equity Options may not be available in every jurisdiction. You
should ask your sales representative whether the Equity Options are available
in your jurisdiction.

                                       24
<PAGE>


We file annual statements on our operations, including financial statements,
with insurance departments of various jurisdictions so that they can review our
solvency and compliance with applicable laws and regulations. You can review
these statements which are available at the offices of the various insurance
departments.

This Prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission under the Securities Act of 1933. The
registration statement includes additional information, amendments and
exhibits. You can get this information from the Securities and Exchange
Commission (a copying fee may apply) by visiting or writing to its Public
Reference Room or using its Internet site at:

 . Securities and Exchange Commission
 Public Reference Room
 Washington, D.C. 20549
 Call 1-800-SEC-0330 (for information about using the Public Reference Room)
 Internet site: http://www.sec.gov

Legal, Accounting and Actuarial Matters

Christopher P. Nicholas, Associate General Counsel at MetLife, has passed upon
the legality of the Policies. Messrs. Freedman, Levy, Kroll & Simonds,
Washington, D.C., have advised us on certain matters relating to the federal
securities laws.

Deloitte & Touche LLP, independent auditors, audited the financial statements
included in this Prospectus, as stated in their reports appearing herein. The
financial statements are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Our financial
statements should be considered only as bearing upon our ability to meet our
obligations under the Policy.

Marian Zeldin, FSA, MAAA, Vice-President and Actuary of MetLife, has examined
actuarial matters included in the registration statement, as stated in her
opinion filed as an exhibit to the registration statement.


                                       25
<PAGE>

Management

The present directors and the senior officers and secretary of MetLife are
listed below, together with certain information concerning them:

Directors, Officers-Directors


<TABLE>
<CAPTION>
                       Principal Occupation &                       Positions and Offices
  Name                 Business Address                                 with MetLife
- -------------------------------------------------------------------------------------------------
  <S>                  <C>                                  <C>
  Curtis H. Barnette   Chairman and Chief Executive Officer Director
                       Bethlehem Steel Corp.
                       1170 Eight Ave. -- Martin Tower 2118
                       Bethlehem, PA 18016
- -------------------------------------------------------------------------------------------------
  Robert H. Benmosche  Chairman of the Board, President and Chairman of the Board, President,
                       Chief Executive Officer              Chief Executive Officer and Director
                       Metropolitan Life Insurance Company
                       One Madison Ave.
                       New York, NY 10010
- -------------------------------------------------------------------------------------------------
  Gerald Clark         Vice Chairman of the Board and       Vice Chairman of the Board,
                       Chief Investment Officer             Chief Investment Officer and Director
                       Metropolitan Life Insurance Company
                       One Madison Ave.
                       New York, NY 10010
- -------------------------------------------------------------------------------------------------
  Joan Ganz Cooney     Chairman, Executive Committee        Director
                       Children's Television Workshop
                       One Lincoln Plaza
                       New York, NY 10023
- -------------------------------------------------------------------------------------------------
  Burton A. Dole, Jr.  Retired Chairman, President and      Director
                       Chief Executive Officer
                       Puritan Bennett
                       Overland Park, KS
- -------------------------------------------------------------------------------------------------
  James R. Houghton    Chairman of the Board Emeritus       Director
                       and Director
                       Corning Incorporated
                       80 East Market Street, 2nd Floor
                       Corning, NY 14830
- -------------------------------------------------------------------------------------------------
  Harry P. Kamen       Chairman and Chief                   Director
                       Executive Officer (Retired)
                       Metropolitan Life Insurance Company
                       One Madison Ave.
                       New York, NY 10010
- -------------------------------------------------------------------------------------------------
  Helene L. Kaplan     Of Counsel                           Director
                       Skadden Arps, Slate, Meagher & Flom
                       919 Third Ave.
                       New York, NY 10022
- -------------------------------------------------------------------------------------------------
  Charles M. Leighton  Retired Chairman and                 Director
                       Chief Executive Officer
                       CML Group, Inc.
                       Bolton, MA 01720
- -------------------------------------------------------------------------------------------------
  Allen E. Murray      Retired Chairman of the Board and    Director
                       Chief Executive Officer
                       Mobil Corporation
                       375 Park Ave., Suite 2901
                       New York, NY 10163
- -------------------------------------------------------------------------------------------------
  Stewart Nagler       Vice Chairman of the Board and       Vice Chairman of the Board and
                       Chief Financial Officer              Chief Financial Officer and Director
                       Metropolitan Life Insurance Company
                       One Madison Avenue
                       New York, NY 10010
</TABLE>

                                       26
<PAGE>


<TABLE>
<CAPTION>
                          Principal Occupation &                Positions and Offices
  Name                    Business Address                          with MetLife
- -------------------------------------------------------------------------------------
  <S>                     <C>                                   <C>
  John J. Phelan, Jr.     Retired Chairman and                  Director
                          Chief Executive Officer
                          New York Stock Exchange, Inc.
                          P.O. Box 312
                          Mill Neck, NY 11765
- -------------------------------------------------------------------------------------
  Hugh B. Price           President and Chief Executive Officer Director
                          National Urban League, Inc.
                          12 Wall Street
                          New York, NY 10005
- -------------------------------------------------------------------------------------
  Robert G. Schwartz      Retired Chairman of the Board,        Director
                          President and Chief Executive Officer
                          Metropolitan Life Insurance Company
                          200 Park Ave., Suite 5700
                          New York, NY 10166
- -------------------------------------------------------------------------------------
  Ruth J. Simmons, Ph.D.  President                             Director
                          Smith College
                          College Hall 20
                          Northhampton, MA 01063
- -------------------------------------------------------------------------------------
  William C. Steere, Jr.  Chairman of the Board and             Director
                          Chief Executive Officer
                          Pfizer, Inc.
                          235 East 42nd Street
                          New York, NY 10017
</TABLE>

                                       27
<PAGE>


<TABLE>
<CAPTION>
  Name of Officer*     Position with Metropolitan Life
- -----------------------------------------------------------------------------------
  <S>                  <C>
  Robert H. Benmosche  Chairman of the Board, President and Chief Executive Officer
- -----------------------------------------------------------------------------------
  Gerald Clark         Vice Chairman of the Board and Chief Investment Officer
- -----------------------------------------------------------------------------------
  Stewart G. Nagler    Vice Chairman of the Board and Chief Financial Officer
- -----------------------------------------------------------------------------------
  Gary A. Beller       Senior Executive Vice-President and General Counsel
- -----------------------------------------------------------------------------------
  James M. Benson      President, Individual Business; Chairman
                       Chief Executive Officer and President,
                       New England Life Insurance Company
- -----------------------------------------------------------------------------------
  C. Robert Henrikson  Senior Executive Vice-President
- -----------------------------------------------------------------------------------
  Catherine A. Rein    Senior Executive Vice President;
                       President and Chief Executive Officer,
                       Metropolitan Property and Casualty Insurance Company
- -----------------------------------------------------------------------------------
  William J. Toppeta   President, Client Services and Chief Administrative Officer
- -----------------------------------------------------------------------------------
  John H. Tweedie      Senior Executive Vice-President
- -----------------------------------------------------------------------------------
  Judy E. Weiss        Executive Vice-President and Chief Actuary
- -----------------------------------------------------------------------------------
  Lisa M. Weber        Senior Vice-President
</TABLE>
- ------------
* The principal occupation of each officer, except for the following officers,
  during the last five years has been as an officer of Metropolitan Life or an
  affiliate thereof. Gary A. Beller has been an officer of Metropolitan Life
  since November, 1994; prior thereto, he was a Consultant and Executive Vice-
  President and General Counsel of the Americana Express Company. Robert H.
  Benmosche has been an officer of Metropolitan Life since September, 1995;
  prior thereto, he was an Executive Vice-President of Paine Webber. Lisa
  Weber has been an officer of Metropolitan Life since March 16, 1998; prior
  thereto, she was a Director of Diversity Strategies and Development and an
  Associate Director of Human Resources of Paine Webber. James M. Benson has
  been an officer of Metropolitan Life or an affiliate since June 1997. Mr.
  Benson was the President and Chief Operating Officer of The Equitable
  Companies Incorporated (insurance and investment management) from February
  1996 to May 1997, and was President of The Equitable Life Assurance Society
  of the United States from February 1994 to May 1997, Chief Executive Officer
  from February 1996 to May 1997, Chief Operating Officer from February 1994
  to February 1996 and Senior Executive Vice-President from March 1993 to
  February 1994. The business address of each officer is 1 Madison Avenue, New
  York, New York 10010.



                                      28

<PAGE>

                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Metropolitan Life Insurance Company:

We have audited the accompanying statements of assets and liabilities of the
State Street Research Growth, State Street Research Income, State Street
Research Money Market, State Street Research Diversified, State Street
Research Aggressive Growth, MetLife Stock Index, Santander International
Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap
Growth and Scudder Global Equity Divisions of Metropolitan Life Separate
Account UL (the "Separate Account") as of December 31, 1998, and the related
statements (i) of operations for the year ended December 31, 1998 and of
changes in net assets for the years ended December 31, 1998 and 1997 of the
State Street Research Growth, State Street Research Income, State Street
Research Money Market, State Street Research Diversified, State Street
Research Aggressive Growth, MetLife Stock Index and Santander International
Stock Divisions and (ii) of operations for the year ended December 31, 1998
and of changes in net assets for the year ended December 31, 1998 and for the
period March 3, 1997 (commencement of operations) to December 31, 1997 of the
Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth
and Scudder Global Equity Divisions. These financial statements are the
responsibility of the Separate Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1998
by correspondence with the custodian and depositor of the Separate Account. An
audit also includes 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 financial statements present fairly, in all material
respects, the financial position of the State Street Research Growth, State
Street Research Income, State Street Research Money Market, State Street
Research Diversified, State Street Research Aggressive Growth, MetLife Stock
Index, Santander International Stock, Loomis Sayles High Yield Bond, Janus Mid
Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions of
Metropolitan Life Separate Account UL at December 31, 1998 and the results of
their operations and the changes in their net assets for the respective stated
periods, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York

March 15, 1999

                                       1
<PAGE>

                     Metropolitan Life Separate Account UL

                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                              State Street
                          State Street State Street State Street State Street   Research     MetLife      Santander
                            Research     Research     Research     Research    Aggressive     Stock     International
                             Growth       Income    Money Market Diversified     Growth       Index         Stock
                            Division     Division     Division     Division     Division     Division     Division
                          ------------ ------------ ------------ ------------ ------------ ------------ -------------
<S>                       <C>          <C>          <C>          <C>          <C>          <C>          <C>
ASSETS:
Investments in
 Metropolitan Series
 Fund,Inc. at Value
 (Note 1A):
State Street Research
 Growth Portfolio
 (8,991,252 shares; cost
 $262,836,766)..........  $333,575,453         --           --            --           --           --           --
State Street Research
 Income Portfolio
 (4,419,504 shares; cost
 $56,262,271)...........           --  $56,481,257          --            --           --           --           --
State Street Research
 Money Market Portfolio
 (2,150,767 shares; cost
 $22,944,978)...........           --          --   $22,265,813           --           --           --           --
State Street Research
 Diversified Portfolio
 (11,376,036 shares;
 cost $184,766,024).....           --          --           --   $209,205,308          --           --           --
State Street Research
 Aggressive Growth
 Portfolio (5,227,911
 shares; cost
 $136,845,160)..........           --          --           --            --  $154,380,221          --           --
MetLife Stock Index
 Portfolio (4,498,549
 shares; cost
 $118,596,732)..........           --          --           --            --           --  $159,158,678          --
Santander International
 Stock Portfolio
 (2,566,510 shares; cost
 $32,397,518)...........           --          --           --            --           --           --   $36,290,449
Loomis Sayles High Yield
 Bond Portfolio (303,096
 shares; cost
 $3,041,405)............           --          --           --            --           --           --           --
Janus Mid Cap Portfolio
 (1,214,612 shares; cost
 $16,647,482)...........           --          --           --            --           --           --           --
T. Rowe Price Small Cap
 Growth Portfolio
 (1,084,560 shares; cost
 $12,826,959)...........           --          --           --            --           --           --           --
Scudder Global Equity
 Portfolio (671,753
 shares; cost
 $7,767,908)............           --          --           --            --           --           --           --
                          ------------ -----------  -----------  ------------ ------------ ------------  -----------
 Total Assets...........   333,575,453  56,481,257   22,265,813   209,205,308  154,380,221  159,158,678   36,290,449
LIABILITIES.............     1,013,304      41,286        5,651       384,868      298,061      292,002       37,716
                          ------------ -----------  -----------  ------------ ------------ ------------  -----------
NET ASSETS..............  $332,562,149 $56,439,971  $22,260,162  $208,820,440 $154,082,160 $158,866,676  $36,252,733
                          ============ ===========  ===========  ============ ============ ============  ===========
</TABLE>

                       See Notes to Financial Statements.

                                       2
<PAGE>


<TABLE>
<CAPTION>
  Loomis                                                T. Rowe
  Sayles                                                 Price                         Scudder
High Yield               Janus                         Small Cap                        Global
   Bond                 Mid Cap                         Growth                          Equity
 Division              Division                        Division                        Division
- ----------            -----------                     -----------                     ----------
<S>                   <C>                             <C>                             <C>
       --                     --                              --                             --
       --                     --                              --                             --
       --                     --                              --                             --
       --                     --                              --                             --
       --                     --                              --                             --
       --                     --                              --                             --
       --                     --                              --                             --
$2,542,977                    --                              --                             --
       --             $21,170,685                             --                             --
       --                     --                      $13,329,240                            --
       --                     --                              --                      $8,316,299
- ----------            -----------                     -----------                     ----------
 2,542,977             21,170,685                      13,329,240                      8,316,299
     3,066                 44,138                          23,779                         13,441
- ----------            -----------                     -----------                     ----------
$2,539,911            $21,126,547                     $13,305,461                     $8,302,858
==========            ===========                     ===========                     ==========
</TABLE>

                                       3
<PAGE>

                     Metropolitan Life Separate Account UL

                            STATEMENTS OF OPERATIONS
                      For the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                              State
                             State      State        State        State       Street
                             Street     Street       Street       Street    Research     MetLife     Santander
                           Research    Research     Research    Research   Aggressive     Stock    International
                            Growth      Income    Money Market Diversified   Growth       Index        Stock
                           Division    Division     Division    Division    Division    Division     Division
                          ----------- ----------  ------------ ----------- ----------- ----------- -------------
<S>                       <C>         <C>         <C>          <C>         <C>         <C>         <C>
INVESTMENT INCOME:
Income:
 Dividends (Note 2).....  $30,285,471 $4,298,707   $1,166,116  $19,448,803 $ 8,619,767 $ 6,486,305  $  404,896
Expenses:
 Mortality and expense
  charges
  (Note 3)..............    2,500,061    420,836      143,978    1,610,657   1,146,158   1,020,115     284,929
                          ----------- ----------   ----------  ----------- ----------- -----------  ----------
Net investment income
 (loss).................   27,785,410  3,877,871    1,022,138   17,838,146   7,473,609   5,466,190     119,967
                          ----------- ----------   ----------  ----------- ----------- -----------  ----------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS: (Note
 1B)
Net realized gain (loss)
 from security
 transactions...........    1,828,922    239,248      139,583      522,086     390,678   2,060,324     251,518
Change in unrealized
 appreciation
 (depreciation) of
 investments............   38,462,367    (12,424)    (384,125)  12,721,568   9,316,026  21,573,004   5,740,557
                          ----------- ----------   ----------  ----------- ----------- -----------  ----------
Net realized and
 unrealized gain (loss)
 on investments.........   40,291,289    226,824     (244,542)  13,243,654   9,706,704  23,633,328   5,992,075
                          ----------- ----------   ----------  ----------- ----------- -----------  ----------
NET INCREASE (DECREASE)
 IN NET ASSETS RESULTING
 FROM OPERATIONS........  $68,076,699 $4,104,695   $  777,596  $31,081,800 $17,180,313 $29,099,518  $6,112,042
                          =========== ==========   ==========  =========== =========== ===========  ==========
</TABLE>

                       See Notes to Financial Statements.

                                       4
<PAGE>



<TABLE>
<CAPTION>

   Loomis                                                  T. Rowe
   Sayles                                                   Price                          Scudder
 High Yield                Janus                          Small Cap                         Global
    Bond                  Mid Cap                          Growth                           Equity
  Division                Division                        Division                         Division
 ----------              ----------                       ---------                        --------
 <S>                     <C>                              <C>                              <C>
 $ 256,747               $   98,545                       $      0                         $125,120
    15,303                   88,984                         71,325                           42,804
 ---------               ----------                       --------                         --------
   241,444                    9,561                        (71,325)                          82,316
 ---------               ----------                       --------                         --------
   (15,746)                 178,428                        (14,908)                          35,936
  (428,334)               4,299,801                        455,213                          556,946
 ---------               ----------                       --------                         --------
  (444,080)               4,478,229                        440,305                          592,882
 ---------               ----------                       --------                         --------
 $(202,636)              $4,487,790                       $368,980                         $675,198
 =========               ==========                       ========                         ========
</TABLE>

                                       5
<PAGE>

                     Metropolitan Life Separate Account UL

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                            State Street Research       State Street Research       State Street Research
                               Growth Division             Income Division          Money Market Division
                          --------------------------  --------------------------  --------------------------
                          For the Year  For the Year  For the Year  For the Year  For the Year  For the Year
                             Ended         Ended         Ended         Ended         Ended         Ended
                          December 31,  December 31,  December 31,  December 31,  December 31,  December 31,
                              1998          1997          1998          1997          1998          1997
                          ------------  ------------  ------------  ------------  ------------  ------------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN
 NET ASSETS:
 From operations:
 Net investment income
  (loss)................  $ 27,785,410  $ 40,418,794  $ 3,877,871   $ 2,617,788   $ 1,022,138   $   353,194
 Net realized gain
  (loss) from security
  transactions..........     1,828,922     1,080,724      239,248        32,950       139,583        68,458
 Change in unrealized
  appreciation
  (depreciation) of
  investments...........    38,462,367     6,378,588      (12,424)      748,796      (384,125)      (49,717)
                          ------------  ------------  -----------   -----------   -----------   -----------
 Net increase (decrease)
  in net assets
  resulting from
  operations............    68,076,699    47,878,106    4,104,695     3,399,534       777,596       371,935
                          ------------  ------------  -----------   -----------   -----------   -----------
 From capital
  transactions:
 Net premiums...........    68,697,236    59,834,638   13,501,414    13,090,983    28,800,532    13,691,749
 Redemptions............    (9,651,413)   (7,416,220)  (1,455,088)   (1,082,695)     (292,311)     (357,692)
 Net portfolio
  transfers.............       462,907     3,569,720    2,032,607     1,296,485   (12,984,969)  (12,877,177)
 Other net transfers....   (33,909,522)  (29,309,077)  (5,444,551)   (4,895,666)   (2,036,921)     (887,059)
                          ------------  ------------  -----------   -----------   -----------   -----------
 Net increase (decrease)
  in net assets
  resulting from capital
  transactions..........    25,599,208    26,679,061    8,634,382     8,409,107    13,486,331      (430,179)
                          ------------  ------------  -----------   -----------   -----------   -----------
NET CHANGE IN NET AS-
 SETS...................    93,675,907    74,557,167   12,739,077    11,808,641    14,263,927       (58,244)
NET ASSETS--BEGINNING OF
 YEAR...................   238,886,242   164,329,075   43,700,894    31,892,253     7,996,235     8,054,479
                          ------------  ------------  -----------   -----------   -----------   -----------
NET ASSETS--END OF
 YEAR...................  $332,562,149  $238,886,242  $56,439,971   $43,700,894   $22,260,162   $ 7,996,235
                          ============  ============  ===========   ===========   ===========   ===========
</TABLE>

                       See Notes to Financial Statements.

                                       6
<PAGE>


<TABLE>
<CAPTION>
                              State Street Research                                         Santander
  State Street Research         Aggressive Growth                MetLife               International Stock
  Diversified Division              Division              Stock Index Division              Division
- --------------------------  --------------------------  --------------------------  --------------------------
For the Year  For the Year  For the Year  For the Year  For the Year  For the Year  For the Year  For the Year
   Ended         Ended         Ended         Ended         Ended         Ended         Ended         Ended
December 31,  December 31,  December 31,  December 31,  December 31,  December 31,  December 31,  December 31,
    1998          1997          1998          1997          1998          1997          1998          1997
- ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
$ 17,838,146  $ 22,302,995  $  7,473,609  $  3,470,806  $  5,466,190  $ 1,186,647   $   119,967   $  (232,079)
     522,086       418,723       390,678       136,827     2,060,324    1,210,648       251,518       (84,952)
  12,721,568     1,103,869     9,316,026     2,615,059    21,573,004   13,344,725     5,740,557      (691,181)
- ------------  ------------  ------------  ------------  ------------  -----------   -----------   -----------
  31,081,800    23,825,587    17,180,313     6,222,692    29,099,518   15,742,020     6,112,042    (1,008,212)
- ------------  ------------  ------------  ------------  ------------  -----------   -----------   -----------
  48,746,380    41,236,061    48,080,744    52,235,040    59,343,787   38,059,853    10,224,172    11,240,912
  (5,712,146)   (4,829,385)   (4,373,459)   (3,613,975)   (2,361,734)  (1,198,193)   (1,153,624)   (1,139,393)
   2,809,643     1,557,340    (6,687,894)   (5,941,719)    9,729,932    9,580,428    (2,377,311)   (3,084,541)
 (23,504,994)  (19,209,913)  (18,773,580)  (20,670,473)  (23,041,439) (13,547,536)   (3,678,501)   (5,008,528)
- ------------  ------------  ------------  ------------  ------------  -----------   -----------   -----------
  22,338,883    18,754,103    18,245,811    22,008,873    43,670,546   32,894,552     3,014,736     2,008,450
- ------------  ------------  ------------  ------------  ------------  -----------   -----------   -----------
  53,420,683    42,579,690    35,426,124    28,231,565    72,770,064   48,636,572     9,126,778     1,000,238
 155,399,757   112,820,067   118,656,036    90,424,471    86,096,612   37,460,040    27,125,955    26,125,717
- ------------  ------------  ------------  ------------  ------------  -----------   -----------   -----------
$208,820,440  $155,399,757  $154,082,160  $118,656,036  $158,866,676  $86,096,612   $36,252,733   $27,125,955
============  ============  ============  ============  ============  ===========   ===========   ===========
</TABLE>

                                       7
<PAGE>

                     Metropolitan Life Separate Account UL

                STATEMENTS OF CHANGES IN NET ASSETS (Continued)

<TABLE>
<CAPTION>
                                 Loomis Sayles                   Janus
                           High Yield Bond Division        Mid Cap Division
                          --------------------------- ----------------------------
                                       For the Period               For the Period
                          For the Year March 3, 1997  For the Year  March 3, 1997
                             Ended           to          Ended            to
                          December 31,  December 31,  December 31,   December 31,
                              1998          1997          1998           1997
                          ------------ -------------- ------------  --------------
<S>                       <C>          <C>            <C>           <C>
INCREASE (DECREASE) IN
 NET ASSETS:
 From operations:
 Net investment income
  (loss)................   $  241,444    $   59,549   $     9,561     $    5,937
 Net realized gain
  (loss) from security
  transactions..........      (15,746)        9,361       178,428         26,779
 Change in unrealized
  appreciation
  (depreciation) of
  investments...........     (428,334)      (70,093)    4,299,801        223,402
                           ----------    ----------   -----------     ----------
 Net increase (decrease)
  in net assets
  resulting from
  operations............     (202,636)       (1,183)    4,487,790        256,118
                           ----------    ----------   -----------     ----------
 From capital
  transactions:
 Net premiums...........    1,559,975       590,158    13,796,446      2,676,784
 Redemptions............      (29,635)       (1,126)     (179,560)       (46,974)
 Net portfolio
  transfers.............      180,422     1,002,454     4,280,509      1,554,471
 Other net transfers....     (451,340)     (107,178)   (5,121,876)      (577,161)
                           ----------    ----------   -----------     ----------
 Net increase in net
  assets resulting from
  capital transactions..    1,259,422     1,484,308    12,775,519      3,607,120
                           ----------    ----------   -----------     ----------
NET CHANGE IN NET
 ASSETS.................    1,056,786     1,483,125    17,263,309      3,863,238
NET ASSETS--BEGINNING OF
 PERIOD.................    1,483,125           --      3,863,238            --
                           ----------    ----------   -----------     ----------
NET ASSETS--END OF
 PERIOD.................   $2,539,911    $1,483,125   $21,126,547     $3,863,238
                           ==========    ==========   ===========     ==========
</TABLE>

                       See Notes to Financial Statements.

                                       8
<PAGE>


<TABLE>
<CAPTION>
           T. Rowe Price                                      Scudder
     Small Cap Growth Division                        Global Equity Division
 ------------------------------------            ----------------------------------------------
                      For the Period                                       For the Period
 For the Year         March 3, 1997              For the Year              March 3, 1997
    Ended                   to                      Ended                        to
 December 31,          December 31,              December 31,               December 31,
     1998                  1997                      1998                       1997
 ------------         --------------             ------------              --------------
 <S>                  <C>                        <C>                       <C>
 $   (71,325)           $   (8,790)              $    82,316                 $   23,414
     (14,908)               47,764                    35,936                     21,982
     455,213                47,067                   556,946                     (8,556)
 -----------            ----------               -----------                 ----------
     368,980                86,041                   675,198                     36,840
 -----------            ----------               -----------                 ----------
   8,413,079             1,816,732                 3,660,518                  1,425,649
     (87,656)              (40,707)                  (44,451)                    (7,873)
   3,021,876             3,110,800                 2,251,711                  1,855,028
  (2,968,930)             (414,754)               (1,263,459)                  (286,303)
 -----------            ----------               -----------                 ----------
   8,378,369             4,472,071                 4,604,319                  2,986,501
 -----------            ----------               -----------                 ----------
   8,747,349             4,558,112                 5,279,517                  3,023,341
   4,558,112                   --                  3,023,341                        --
 -----------            ----------               -----------                 ----------
 $13,305,461            $4,558,112               $ 8,302,858                 $3,023,341
 ===========            ==========               ===========                 ==========
</TABLE>

                                       9
<PAGE>

                     Metropolitan Life Separate Account UL

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 1998

  Metropolitan Life Separate Account UL (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940 and consists of eleven investment divisions used to support variable
universal life insurance policies. The assets in each division are invested in
shares of the corresponding portfolio of the Metropolitan Series Fund, Inc.
(the "Fund'). Each portfolio has varying investment objectives relative to
growth of capital and income.

  The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on December 13, 1988, and registered as a unit
investment trust on January 5, 1990. The assets of the Separate Account are
the property of Metropolitan Life. On March 3, 1997, operations commenced for
the four new investment divisions added to the Separate Account on that date:
the Loomis Sayles High Yield Bond Division, the Janus Mid Cap Division, the T.
Rowe Price Small Cap Growth Division and the Scudder Global Equity Division.

  A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principles, is set forth below:

1.SIGNIFICANT ACCOUNTING POLICIES

  A.Valuation of Investments

    Investments in shares of the Fund are valued at the reported net asset
    values of the respective portfolios. A summary of investments of the
    eleven designated portfolios of the Fund in which the eleven investment
    divisions of the Separate Account invests as of December 31, 1998 is
    included as Note 5.

  B.Security Transactions

    Purchases and sales are recorded on the trade date. Realized gains and
    losses on sales of investments are determined on the basis of identified
    cost.

  C.Federal Income Taxes

    In the opinion of counsel of Metropolitan Life, the Separate Account
    will be treated as a part of Metropolitan Life and its operations, and
    the Separate Account will not be taxed separately as a "regulated
    investment company" under existing law. Metropolitan Life is taxed as a
    life insurance company. The policies permit Metropolitan Life to charge
    against the Separate Account any taxes, or reserves for taxes,
    attributable to the maintenance or operation of the Separate Account.
    Metropolitan Life is not currently charging any Federal income taxes
    against the Separate Account arising from the earnings or realized
    capital gains attributable to the Separate Account. Such charges may be
    imposed in future years depending on market fluctuations and
    transactions involving the Separate Account.

  D.Net Premiums

    Metropolitan Life deducts a sales load and a state premium tax charge
    from premiums before amounts are allocated to the Separate Account. In
    the case of certain of the policies, Metropolitan Life also deducts a
    Federal income tax charge before amounts are allocated to the Separate
    Account. The Federal income tax charge is imposed in connection with
    certain of the policies to recover a portion of the Federal income tax
    adjustment attributable to policy acquisition expenses.

2.DIVIDENDS

  On May 5, 1998 and December 16, 1998, the Fund declared dividends for all
shareholders of record on May 7, 1998 and December 23, 1998, respectively. The
amount of dividends received by the Separate Account was $71,190,477. The
dividends were paid to Metropolitan Life on May 8, 1998 and December 24, 1998,
respectively, and were immediately reinvested in additional shares of the
portfolios in which the investment divisions invest. As a result of

                                      10
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

this reinvestment, the number of shares of the Fund held by each of the eleven
investment divisions increased by the following: State Street Research Growth
Portfolio, 827,171 shares; State Street Research Income Portfolio, 339,329
shares; State Street Research Money Market Portfolio, 112,807 shares; State
Street Research Diversified Portfolio, 1,066,122 shares; State Street Research
Aggressive Growth Portfolio, 304,920 shares; MetLife Stock Index Portfolio,
183,724 shares; Santander International Stock Portfolio, 28,929 shares; Loomis
Growth Sayles High Yield Bond Portfolio, 30,811 shares; Janus Mid Cap
Portfolio, 6,072 shares; T. Rowe Price Small Cap Growth Portfolio, 0 shares
and Scudder Global Equity Portfolio, 10,237 shares.

3.EXPENSES

  With respect to assets in the Separate Account that support certain
policies, Metropolitan Life applies a charge against the assets attributable
to the Separate Account for the mortality and expense risks assumed by
Metropolitan Life. This charge varies by policy type but will not be higher
than an effective annual rate of .90% of the average daily value of the net
assets or the monthly anniversary value of the net assets in the Separate
Account which are attributable to such policies.

4.CHANGE OF NAME

  Effective November 9, 1998, Santander Global Advisors, Inc. became the sub-
investment manager of the Santander International Stock Portfolio (formerly
State Street Research International Stock Portfolio) of the Metropolitan
Series Fund, Inc. Simultaneously with that change, the corresponding
investment division had its name changed to the Santander International Stock
Division.

                                      11
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1998

  Below are summarized information of the investments of the portfolios of the
Fund in which each of the investment divisions invest.
                         Metropolitan Series Fund, Inc.

<TABLE>
<CAPTION>
                           State Street            State Street           State Street           State Street
                             Research                Research               Research               Research
                              Growth                  Income              Money Market           Diversified
                            Portfolio               Portfolio              Portfolio              Portfolio
                          --------------           ------------           ------------          --------------
<S>                       <C>             <C>      <C>           <C>      <C>          <C>      <C>             <C>
COMMON STOCK
 Automotive.............  $   50,517,664    (1.6%)                                              $   22,855,593    (0.9%)
 Banking................     172,519,438    (5.5%)                                                  80,028,947    (3.0%)
 Broadcasting...........     225,213,831    (7.2%)                                                 105,681,212    (4.0%)
 Business Services......      18,336,219    (0.6%)                                                   8,507,594    (0.3%)
 Chemicals..............      62,797,294    (2.0%)                                                  29,250,869    (1.1%)
 Computer Equipment &         41,206,377    (1.3%)                                                  19,014,400    (0.7%)
  Service...............
 Drugs & Health Care....     131,563,219    (4.2%)                                                  60,383,637    (2.3%)
 Electrical Equipment...     138,582,619    (4.5%)                                                  63,888,537    (2.4%)
 Electronics............     138,832,022    (4.5%)                                                  64,421,153    (2.4%)
 Entertainment &              27,114,300    (0.9%)                                                  12,803,681    (0.5%)
  Leisure...............
 Financial Services.....     191,024,825    (6.1%)                                                  88,565,588    (3.3%)
 Food & Beverages.......     134,094,937    (4.3%)                                                  60,573,275    (2.3%)
 Forest Products &            32,516,000    (1.0%)                                                  14,948,000    (0.6%)
  Paper.................
 Hotel & Motel..........      19,960,981    (0.6%)                                                   9,194,031    (0.3%)
 Household Products.....      46,167,600    (1.5%)                                                  21,275,813    (0.8%)
 Insurance..............     141,994,575    (4.6%)                                                  64,324,269    (2.4%)
 Medical Equipment &         117,281,881    (3.8%)                                                  54,248,912    (2.0%)
  Supply................
 Miscellaneous..........                                                                            44,334,619    (1.7%)
 Multi-Industry.........      95,549,138    (3.1%)
 Office & Business           191,625,919    (6.2%)                                                  88,440,600    (3.3%)
  Equipment.............
 Oil & Gas Exploration..       7,017,606    (0.2%)                                                   3,077,344    (0.1%)
 Oil....................      45,891,390    (1.5%)                                                  21,240,514    (0.8%)
 Oil-Domestic...........      53,123,188    (1.7%)                                                  24,575,613    (0.9%)
 Oil-International......      54,448,875    (1.7%)                                                  25,169,625    (1.0%)
 Pollution Control......      16,542,550    (0.5%)                                                   7,697,788    (0.3%)
 Restaurant.............      56,595,225    (1.8%)                                                  26,450,950    (1.0%)
 Retail Grocery.........      96,199,400    (3.1%)                                                  44,458,550    (1.7%)
 Retail Trade...........     203,995,450    (6.6%)                                                  94,199,631    (3.5%)
 Software...............      82,984,778    (2.7%)                                                  38,365,860    (1.4%)
 Telecommunications           20,702,053    (0.7%)                                                   9,738,909    (0.4%)
  Equipment & Services..
 Tobacco................      55,233,400    (1.8%)                                                  26,279,200    (1.0%)
 Transportation-                                                                                           288    (0.0%)
  Trucking..............
 Utilities-Electric.....      85,602,613    (2.8%)                                                  38,564,994    (1.5%)
 Utilities-Gas                28,536,956    (0.9%)                                                  13,312,681    (0.5%)
  Distribution &
  Pipelines.............
 Utilities-Telephone....     178,222,078    (5.7%)                                                  82,338,872    (3.1%)
                          --------------                                                        --------------
 Total Common Stock.....   2,961,994,401   (95.2%)                                               1,368,211,549   (51.5%)
                          --------------                                                        --------------
LONG-TERM DEBT
 SECURITIES
Corporate Bonds:
 Asset Backed...........                           $  5,952,261    (1.1%)                               55,261    (0.0%)
 Banking................                              4,912,622    (0.9%)                           17,413,654    (0.7%)
 Collateralized Mortgage                             23,365,521    (4.4%)                           44,988,869    (1.7%)
  Obligations...........
 Drugs & Health Care....                              4,023,433    (0.8%)                            9,762,956    (0.4%)
 Electrical Equipment...                                                                             5,669,210    (0.2%)
 Finance & Banking......                                                                            12,285,984    (0.5%)
 Financial Services.....                             88,530,073   (16.8%)                          187,150,983    (7.0%)
 Food & Beverages.......                              7,991,697    (1.5%)
 Healthcare Services....                             10,514,202    (2.0%)                           19,278,706    (0.7%)
 Household Products.....                              4,022,759    (0.8%)                            5,804,994    (0.2%)
 Industrials............                             25,394,604    (4.8%)                           96,688,722    (3.6%)
 Insurance..............                              2,999,260    (0.6%)                            6,981,640    (0.3%)
 Miscellaneous..........                              2,397,587    (0.5%)                            9,052,290    (0.3%)
 Mortgage Related.......                              2,067,088    (0.4%)                           18,490,416    (0.7%)
 Multi-Industry.........                              4,255,312    (0.8%)                           14,878,388    (0.6%)
 Newspapers.............                             10,184,873    (1.9%)                           20,021,470    (0.7%)
 Pollution Control......                              6,608,464    (1.3%)                           17,460,438    (0.7%)
 Restaurant.............                              3,312,855    (0.6%)                            4,164,732    (0.2%)
 Retail Grocery.........                              5,018,800    (0.9%)                           10,149,300    (0.4%)
 Utilities-Electric.....                             11,597,255    (2.2%)                           11,922,582    (0.4%)
 Utilities-Telephone....                              4,725,144    (0.9%)                           15,953,880    (0.6%)
                                                   ------------                                 --------------
 Total Corporate Bonds..                            227,873,810   (43.2%)                          528,174,475   (19.9%)
Federal Agency                                       43,969,433    (8.3%)                           99,933,906    (3.8%)
 Obligations............
Federal Treasury                                    190,468,139   (36.2%)                          413,509,607   (15.6%)
 Obligations............
Foreign Obligations.....                             14,827,292    (2.8%)                           31,091,792    (1.2%)
State Agency                                         20,142,424    (3.8%)                           50,582,786    (1.9%)
 Obligation.............
Yankee Bonds............                             21,382,026    (4.1%)                           43,966,468    (1.6%)
                                                   ------------                                 --------------
 Total Bonds............                            518,663,124   (98.4%)                        1,167,259,034   (44.0%)
                                                   ------------                                 --------------
SHORT-TERM OBLIGATIONS
 Commercial Paper.......     153,385,000    (4.9%)   24,658,252    (4.7%) $38,907,115   (94.5%)    144,348,000    (5.4%)
                          --------------           ------------           -----------           --------------
FOREIGN OBLIGATIONS ....                                                    1,978,317    (4.8%)
                                                                          -----------
TOTAL INVESTMENTS.......   3,115,379,401  (100.1%)  543,321,376  (103.1%)  40,885,432   (99.3%)  2,679,818,583  (100.9%)
 Other Assets Less            (3,298,290)  (-0.1%)  (16,467,003)  (-3.1%)     299,303    (0.7%)    (22,831,517)  (-0.9%)
  Liabilities...........
                          --------------           ------------           -----------           --------------
NET ASSETS..............  $3,112,081,111  (100.0%) $526,854,373  (100.0%) $41,184,735  (100.0%) $2,656,987,066  (100.0%)
                          ==============           ============           ===========           ==============
</TABLE>

                                       12
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1998--(CONTINUED)

                         Metropolitan Series Fund, Inc.

<TABLE>
<CAPTION>
                                                     State Street
                                                       Research               Santander
                               MetLife                Aggressive            International
                             Stock Index                Growth                  Stock
                              Portfolio               Portfolio               Portfolio
                            --------------          --------------          -------------
 <S>                        <C>            <C>      <C>            <C>      <C>            <C>
 COMMON STOCK
 Aerospace...............   $   39,162,797   (1.3%) $   19,058,175   (1.3%) $  1,022,761     (0.3%)
 Automotive..............       50,697,557   (1.6%)     50,687,806   (3.6%)    9,542,116     (3.2%)
 Banking.................      226,942,249   (7.3%)     13,915,069   (1.0%)   43,646,670    (14.7%)
 Broadcasting............       68,923,306   (2.2%)    129,192,089   (9.0%)
 Business Services.......                              182,199,234  (12.7%)
 Building &                     11,707,369   (0.4%)                            6,667,401     (2.2%)
 Construction............
 Business Services.......       44,921,087   (1.4%)
 Chemicals...............       56,423,606   (1.8%)     52,643,156   (3.7%)      539,483     (0.2%)
 Computer Equipment &          117,894,780   (3.8%)     39,012,934   (2.7%)
 Service.................
 Construction & Mining             148,738   (0.0%)
 Equipment...............
 Construction Materials..                                                      8,604,883     (2.9%)
 Consumer Products.......                                                        581,507     (0.2%)
 Containers & Glass......        5,030,406   (0.2%)     11,219,387   (0.8%)
 Cosmetics...............        5,524,500   (0.2%)
 Drugs & Health Care.....      275,280,674   (8.8%)     57,715,516   (4.0%)   30,583,278    (10.3%)
 Education...............                               21,623,094   (1.5%)
 Electrical Equipment....      133,697,394   (4.3%)      7,149,188   (0.5%)    5,308,380     (1.8%)
 Electronics.............      162,610,341   (5.2%)     72,071,731   (5.0%)    8,966,121     (3.0%)
 Entertainment &                29,081,710   (0.9%)     89,647,425   (6.3%)
 Leisure.................
 Financial Services......      155,792,983   (5.0%)     26,278,875   (1.8%)   10,369,932     (3.5%)
 Food & Beverages........      142,667,553   (4.6%)                            3,010,144     (1.0%)
 Forest Products &              27,901,546   (0.9%)                              593,175     (0.2%)
 Paper...................
 Healthcare Services.....        1,019,313   (0.0%)     20,341,956   (1.4%)
 Homebuilders............        1,575,306   (0.1%)                            3,931,488     (1.3%)
 Hospital Management.....        9,035,485   (0.3%)     16,403,625   (1.2%)
 Hotel & Motel...........        5,102,388   (0.2%)     20,250,769   (1.4%)
 Household Appliances &          5,126,825   (0.2%)                            4,650,482     (1.6%)
 Home Furnishings........
 Household Products......       88,111,919   (2.8%)
 Industrial Components &           231,000   (0.0%)
 Material................
 Insurance...............      100,057,086   (3.2%)     42,106,469   (2.9%)   28,578,219     (9.6%)
 Liquor..................        4,647,400   (0.1%)
 Machinery...............       21,152,778   (0.7%)
 Medical Equipment &            86,922,531   (2.8%)     13,084,500   (0.9%)
 Supply..................
 Metals-Aluminum.........        7,229,194   (0.2%)
 Metals-Gold.............        5,043,754   (0.2%)
 Metals-Non-Ferrous......        1,590,626   (0.1%)                            2,856,153     (1.0%)
 Metals-Steel & Iron.....        2,500,224   (0.1%)                              649,136     (0.2%)
 Mining..................        1,733,106   (0.1%)
 Miscellaneous...........       21,171,351   (0.7%)     12,238,669   (0.9%)    3,109,774     (1.0%)
 Multi-Industry..........       11,674,256   (0.4%)                            2,932,702     (1.0%)
 Newspapers..............       14,141,700   (0.5%)
 Office & Business             139,575,075   (4.5%)     38,931,731   (2.7%)    1,794,427     (0.6%)
 Equipment...............
 Oil & Gas Exploration...        2,982,744   (0.1%)     15,520,862   (1.1%)    5,273,395     (1.8%)
 Oil-Domestic............       23,193,860   (0.7%)
 Oil-International.......      133,887,606   (4.3%)                           10,485,842     (3.5%)
 Oil-Services............       17,001,025   (0.5%)
 Photography.............        7,522,413   (0.2%)                            3,083,591     (1.0%)
 Pollution Control.......        9,371,951   (0.3%)     24,137,762   (1.7%)
 Printing & Publishing...        8,504,231   (0.3%)     32,332,737   (2.3%)
 Restaurant..............       20,110,638   (0.6%)
 Retail Grocery..........       24,447,469   (0.8%)                            4,145,160     (1.4%)
 Retail Trade............      177,505,612   (5.7%)    190,272,119  (13.3%)    7,371,495     (2.5%)
 Software................      148,059,255   (4.8%)     99,577,969   (7.0%)
 Telecommunications                                     73,478,888   (5.1%)   12,397,259     (4.2%)
 Equipment & Services....
 Textiles & Apparel......        7,063,863   (0.2%)     10,687,669   (0.8%)
 Tires & Rubber..........        3,766,669   (0.1%)                            1,421,457     (0.5%)
 Tobacco.................       45,493,656   (1.5%)                            9,957,902     (3.3%)
 Toys & Amusements.......        3,494,528   (0.1%)     11,522,594   (0.8%)    1,598,187     (0.5%)
 Transportation..........                                                        624,855     (0.2%)
 Transportation-                 9,437,948   (0.3%)                            3,280,800     (1.1%)
 Airlines................
 Transportation-                                                               3,068,259     (1.0%)
 Miscellaneous...........
 Transportation-                14,912,864   (0.5%)                              508,639     (0.2%)
 Railroad................
 Transportation-                   572,000   (0.0%)
 Trucking................
 Utilities-Electric......       75,968,625   (2.4%)                           11,213,151     (3.8%)
 Utilities-Gas                  13,329,126   (0.4%)     16,061,906   (1.1%)    3,019,359     (1.0%)
 Distribution &
 Pipelines...............
 Utilities-                      1,886,504   (0.1%)                            2,707,194     (0.9%)
 Miscellaneous...........
 Utilities-Telephone.....      259,132,899   (8.3%)                           33,505,139    (11.3%)
                            --------------          --------------          ------------
 Total Common Stock......    3,089,695,399  (99.3%)  1,409,363,904  (98.5%)  291,599,916    (98.0%)
                                                                            ------------
 PREFERRED STOCK
 Retail Trade............                                                        269,563     (0.1%)
                                                                            ------------
 Total Preferred Stock...                                                        269,563     (0.1%)
                                                                            ------------
 Total Equity                                                                291,869,479
 Securities..............
 SHORT-TERM OBLIGATIONS--                                                      6,447,000     (2.2%)
 REPURCHASE AGREEMENTS...
                                                                            ------------
 SHORT-TERM OBLIGATIONS--                                1,574,324   (0.1%)
 COMMERCIAL PAPER........
                            --------------          --------------
 TOTAL INVESTMENTS.......    3,089,695,399  (99.3%)  1,410,938,228  (98.6%)  298,316,479   (100.3%)
 Other Assets Less              22,223,585   (0.7%)     20,398,358   (1.4%)     (935,567)   (-0.3%)
 Liabilities.............
                            --------------          --------------          ------------
 NET ASSETS..............   $3,111,918,984 (100.0%) $1,431,336,586 (100.0%) $297,380,912   (100.0%)
                            ==============          ==============          ============
</TABLE>

                                       13
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1998--(CONTINUED)

                         Metropolitan Series Fund, Inc.

<TABLE>
<CAPTION>
                                                         Loomis Sayles
                                                        High Yield Bond
                                                           Portfolio
                                                        ---------------
<S>                                                     <C>             <C>
COMMON STOCK
 Banking...............................................   $    15,557     (0.0%)
 Forest Products & Paper...............................       870,986     (2.1%)
 Oil & Gas Exploration.................................        52,216     (0.1%)
 Real Estate...........................................       539,556     (1.3%)
 Restaurant............................................        12,460     (0.0%)
 Utilities-Electric....................................        89,870     (0.2%)
                                                          -----------
 Total Common Stock....................................     1,580,645     (3.7%)
                                                          -----------
PREFERRED STOCK
 Banking...............................................       212,295     (0.4%)
 Construction Materials................................        62,344     (0.2%)
 Financial Services....................................       164,529     (0.4%)
 Metals-Steel & Iron...................................       265,687     (0.6%)
 Office & Business Equipment...........................       820,589     (1.9%)
 Oil-Services..........................................       112,219     (0.3%)
 Transportation-Shipping...............................       232,000     (0.6%)
 Transportation-Trucking...............................        51,000     (0.1%)
 Utilities-Electric....................................       320,200     (0.8%)
 Utilities-Telephone...................................       213,750     (0.5%)
                                                          -----------
 Total Preferred Stock.................................     2,454,613     (5.8%)
                                                          -----------
LONG-TERM DEBT SECURITIES
Convertible Bonds:
 Automotive............................................       351,750     (0.8%)
 Building & Construction...............................        84,000     (0.2%)
 Computer Equipment & Service..........................     3,652,187     (8.6%)
 Drugs & Health Care...................................     1,117,000     (2.6%)
 Electronics...........................................     1,819,762     (4.3%)
 Entertainment & Leisure...............................        75,580     (0.2%)
 Foreign Obligation....................................     4,378,810    (10.3%)
 Healthcare Services...................................       171,313     (0.4%)
 Industrial Components & Material......................        73,750     (0.2%)
 Industrials...........................................       117,975     (0.3%)
 Medical Equipment & Supply............................       407,825     (1.0%)
 Metals-Steel & Iron...................................             0     (0.0%)
 Mining................................................       354,875     (0.8%)
 Oil & Gas Exploration.................................       136,000     (0.3%)
 Oil-Services..........................................       261,056     (0.6%)
 Pollution Control.....................................       375,458     (0.9%)
 Real Estate...........................................        94,000     (0.2%)
 Restaurant............................................       608,630     (1.4%)
 Retail Trade..........................................        81,000     (0.2%)
 Telecommunications Equipment & Services...............       190,000     (0.5%)
 Textiles & Apparel....................................       411,162     (1.0%)
 Transportation-Shipping...............................       241,125     (0.6%)
 Transportation-Trucking...............................       128,000     (0.3%)
                                                          -----------
 Total Convertible Bonds...............................    15,131,258    (35.7%)
                                                          -----------
Corporate Bonds:
 Broadcasting..........................................     1,762,079     (4.2%)
 Food & Beverages......................................       588,209     (1.4%)
 Industrials...........................................       484,325     (1.1%)
 Oil & Gas Exploration.................................       856,500     (2.0%)
 Retail Grocery........................................       216,000     (0.5%)
 Retail Trade..........................................       389,250     (0.9%)
 Telecommunications Equipment & Services...............     2,226,525     (5.3%)
 Transportation........................................       412,500     (1.0%)
 Transportation-Shipping...............................       360,000     (0.9%)
 Utilities-Electric....................................       783,500     (1.8%)
 Utilities-Telephone...................................     1,162,125     (2.7%)
                                                          -----------
 Total Corporate Bonds.................................     9,241,013    (21.8%)
                                                          -----------
Foreign Obligations....................................     9,503,947    (22.4%)
                                                          -----------
Yankee Bonds...........................................     2,867,825     (6.7%)
                                                          -----------
 Total Bonds...........................................    36,744,043    (96.1%)
                                                          -----------
SHORT-TERM OBLIGATIONS--REPURCHASE AGREEMENTS..........       794,000     (1.9%)
                                                          -----------
TOTAL INVESTMENTS......................................    41,573,301    (98.0%)
 Other Assets Less Liabilities.........................       829,690     (2.0%)
                                                          -----------
NET ASSETS.............................................   $42,402,991   (100.0%)
                                                          ===========
</TABLE>

                                       14
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

5.SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1998--(CONTINUED)

                         Metropolitan Series Fund, Inc.

<TABLE>
<CAPTION>
                               Janus               T. Rowe Price               Scudder
                              Mid Cap             Small Cap Growth          Global Equity
                             Portfolio               Portfolio                Portfolio
                            ------------          ----------------          -------------
 <S>                        <C>          <C>      <C>              <C>      <C>            <C>
 COMMON STOCK
 Aerospace...............     $3,727,399   (1.0%)   $  4,229,684      2.2%) $  1,879,388     (1.7%)
 Automotive..............                              2,564,169     (1.4%)
 Banking.................      9,622,934   (2.6%)      4,461,345     (2.4%)    4,198,216     (3.7%)
 Biotechnology...........     11,305,260   (3.0%)      1,266,294     (0.7%)    1,453,650     (1.3%)
 Broadcasting............     56,634,368  (15.2%)      8,249,688     (4.4%)    5,551,477     (4.9%)
 Building &                                            2,130,563     (1.1%)
  Construction...........
 Business Services.......     28,673,398   (7.7%)     20,708,402    (11.0%)    1,494,872     (1.3%)
 Chemicals...............                              1,736,627     (0.9%)    7,465,971     (6.6%)
 Computer Equipment &         24,005,995   (6.5%)     13,056,117     (6.9%)
  Service................
 Construction Materials..                              1,041,569     (0.6%)      804,892     (0.7%)
 Construction & Mining                                 1,196,531     (0.6%)
  Equipment..............
 Consumer Products.......                                810,937     (0.4%)    1,847,336     (1.6%)
 Consumer Services.......                                                        314,036     (0.3%)
 Drugs & Health Care.....     29,539,775   (8.0%)     15,080,999     (8.0%)    4,157,539     (3.7%)
 Education...............     49,914,109  (13.4%)      2,946,847     (1.6%)
 Electrical Equipment....                              1,206,631     (0.6%)    1,451,842     (1.3%)
 Electronics.............     31,345,472   (8.5%)     15,441,078     (8.2%)    2,655,535     (2.3%)
 Entertainment &               3,353,212   (0.9%)      4,214,784     (2.2%)
  Leisure................
 Financial Services......     18,747,329   (5.0%)      5,415,602     (2.9%)      645,360     (0.6%)
 Food & Beverages........                              2,135,359     (1.1%)    2,954,732     (2.6%)
 Forest Products &                                        55,000     (0.0%)      319,973     (0.3%)
  Paper..................
 General Business........      3,927,964   (1.1%)
 Healthcare Services.....                              4,612,719     (2.4%)
 Hospital Management.....                                638,575     (0.3%)
 Hotel & Motel...........                                340,747     (0.2%)
 Household Appliances &                                  403,925     (0.2%)
  Home Furnishings.......
 Insurance...............                              3,745,319     (2.0%)   11,857,700    (10.4%)
 Machinery...............                                                        669,592     (0.6%)
 Medical Equipment &                                   4,249,506     (2.2%)    1,516,833     (1.3%)
  Supply.................
 Metals--Gold............                                                      2,892,048     (2.5%)
 Metals--Non-Ferrous.....                                215,600     (0.1%)    2,869,241     (2.5%)
 Metals--Steel & Iron....                                                      1,047,581     (0.9%)
 Mining..................                                                        876,832     (0.8%)
 Miscellaneous...........                              1,838,275     (1.0%)
 Multi-Industry..........      3,295,292   (0.9%)                              3,397,089     (3.0%)
 Newspapers..............                              1,033,000     (0.5%)
 Office & Business                                     4,521,756     (2.4%)    3,408,501     (3.0%)
  Equipment..............
 Oil & Gas Exploration...                                697,450     (0.4%)    1,039,598     (0.9%)
 Oil.....................                                                        213,875     (0.2%)
 Oil--Domestic...........                                                      1,949,213     (1.7%)
 Oil--International......                                                      1,961,332     (1.7%)
 Oil--Services...........                              1,409,228     (0.7%)      904,951     (0.8%)
 Photography.............                                450,056     (0.2%)
 Pollution Control.......                                923,737     (0.5%)
 Printing & Publishing...                              1,210,744     (0.6%)    1,014,244     (0.9%)
 Real Estate.............                              1,252,440     (0.7%)    1,934,002     (1.7%)
 Restaurant..............     19,240,018   (5.2%)      3,582,490     (1.9%)
 Retail Grocery..........                              1,872,900     (1.0%)
 Retail Trade............     13,958,932   (3.8%)     16,684,107     (8.8%)
 Shipbuilding............                                717,072     (0.4%)
 Software................     13,719,159   (3.7%)     14,046,833     (7.4%)    3,141,600     (2.8%)
 Telecommunications           27,154,008   (7.3%)     10,619,403     (5.6%)    1,177,250     (1.0%)
  Equipment & Services...
 Textiles & Apparel......                              1,837,403     (1.0%)
 Transportation--              6,419,241   (1.7%)      1,762,225     (0.9%)    2,026,000     (1.8%)
  Airlines...............
 Transportation--                                        883,047     (0.5%)    1,918,670     (1.7%)
  Railroad...............
 Transportation--                                      1,206,775     (0.6%)
  Trucking...............
 Utilities--Electric.....                                                      7,631,561     (6.7%)
 Utilities--Gas                                                                2,852,129     (2.5%)
  Distribution &
  Pipelines..............
 Utilities--Telephone....                                103,469     (0.1%)    2,664,242     (2.3%)
                            ------------            ------------            ------------
 Total Common Stock......    354,583,865  (95.5%)    188,807,027    (99.8%)   96,158,903    (84.6%)
                            ------------            ------------            ------------
 PREFERRED STOCK
 Food & Beverages........                                                        227,228     (0.2%)
 Metals--Steel & Iron....                                                        327,140     (0.3%)
 Oil--International......                                                        244,426     (0.2%)
 Software................                                                      1,099,328     (1.0%)
                            ------------            ------------            ------------
 Total Preferred Stock...            --                      --                1,898,122     (1.7%)
                            ------------            ------------            ------------
 Total Equity                354,583,865  (95.5%)    188,807,027    (99.8%)   98,057,025    (86.3%)
  Securities.............
                            ------------            ------------            ------------
 LONG-TERM DEBT
  SECURITIES
 Federal Treasury                                                              7,775,488     (6.8%)
  Obligations............
 Foreign Obligations.....                                                      2,113,840     (1.9%)
                                                                            ------------
 Total Long-Term Debt                                                          9,889,328     (8.7%)
  Securities.............
                                                                            ------------
 SHORT-TERM OBLIGATIONS
 Commercial Paper........     14,593,552   (3.9%)      1,170,561     (0.6%)
 Federal Agency                                        7,884,076     (4.2%)
  Obligations............
 Repurchase Agreements...                                                      6,398,000     (5.6%)
                            ------------            ------------            ------------
 Total Short-Term             14,593,552   (3.9%)      9,054,637     (4.8%)    6,398,000     (5.6%)
  Obligations............
                            ------------            ------------            ------------
 TOTAL INVESTMENTS.......    369,177,417  (99.4%)    197,861,664   (104.6%)  114,344,353   (100.6%)
 Other Assets Less             2,326,494   (0.6%)     (8,729,698)   (-4.6%)     (629,356)   (-0.6%)
  Liabilities............
                            ------------            ------------            ------------
 NET ASSETS..............   $371,503,911 (100.0%)   $189,131,966   (100.0%) $113,714,997   (100.0%)
                            ============            ============            ============
</TABLE>

                                       15
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Concluded)

5. SUMMARY OF INVESTMENTS AS OF DECEMBER 31, 1998--(CONCLUDED)

  The value of the investments of the Fund's portfolios are determined using
the following valuation techniques. Portfolio securities that are traded on
domestic stock exchanges are valued at the last price as of the close of
business on the day the securities are being valued, or, lacking any sales, at
the mean between closing bid and asked prices (except for the Loomis Sayles
High Yield Bond Portfolio, which in the latter case would value such
securities at the last bid price). Securities trading primarily on non-
domestic exchanges are valued at the preceding closing price on the exchange
where it primarily trades (or, in the case of the Loomis Sayles High Yield
Bond and Scudder Global Equity Portfolios, the last sale). A security that is
listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for that security by the Board of
Directors or its delegates. If no closing price is available, then such
securities are valued by using the mean between the last current bid and asked
prices or, second, by using the last available closing price (except for the
Scudder Global Equity Portfolio which second values such securities at the
last current bid, and third by using the last available price). Domestic
securities traded in the over-the-counter market are valued at the mean
between the bid and asked prices or yield equivalent as obtained from two or
more dealers that make markets in the securities (except for the Loomis Sayles
High Yield Bond Portfolio, which, in the latter case, would value such
security at the last bid price; or the Scudder Global Equity Portfolio which
would value such security first at the last sale, and second at the bid
price). All non-U.S. securities traded in the over-the-counter securities
market are valued at the last sale quote, if market quotations are available,
or the last closing bid price, if there is no active trading in a particular
security for a given day. Where market quotations are not readily available
such non-domestic over-the-counter securities, then such securities will be
valued in good faith by a method that the Board of Directors, or it delegates,
believe accurately reflects fair value. Portfolio securities which are traded
both in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market, and it is expected
that for debt securities this ordinarily will be the over-the-counter market.
Securities and assets for which market quotations are not readily available
(e.g. certain long-term bonds and notes) are valued at fair value as
determined in good faith by or under the direction of the Board of Directors
of the Fund, including valuations furnished by a pricing service retained for
this purpose and typically utilized by other institutional-sized trading
organizations. Forward foreign currency exchange contracts are valued based on
the closing prices of the forward currency contract rates in the London
foreign exchange markets on a daily basis as provided by a reliable bank or
dealer. Short-term instruments with a remaining maturity of sixty days or less
are valued utilizing the amortized cost, method of valuation. If for any
reason the fair value of any security is not fairly reflected by such method,
such security will be valued by the same methods as securities having a
maturity of more than sixty days.

  Options, whether on securities, indices, or futures contracts, are valued at
the last sales price available as of the close of business on the day of
valuation or, if no sale, at the mean between the bid and asked prices.
Options on currencies are valued at the spot price each day. As a general
matter, futures contracts are marked-to-market daily. The value of futures
contracts will be the sum of the margin deposit plus or minus the difference
between the value of the futures contract on each day the net asset value is
calculated and the value on the date the futures contract originated, value
being that established on a recognized commodity exchange, or by reference to
other customary sources, with gain or loss being realized when the futures
contract closes or expires.



                                      16


<PAGE>

                      Metropolitan Life Insurance Company

                       Consolidated Financial Statements
                  as of December 31, 1998 and 1997 and for the
                  Years Ended December 31, 1998, 1997 and 1996
                                      and
                          Independent Auditors' Report

<PAGE>

                         Independent Auditors' Report

The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:

  We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company and subsidiaries (the "Company") as of December 31,
1998 and 1997, and the related consolidated statements of income, equity and
cash flows for each of the three years in the period ended December 31, 1998.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 consolidated financial position of Metropolitan
Life Insurance Company and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles.

  As discussed in Note 1 to the consolidated financial statements, in 1997 the
Company changed the method of accounting for investment income on certain
structured securities.

DELOITTE & TOUCHE LLP

New York, New York
February 4, 1999

                                       2
<PAGE>

                      Metropolitan Life Insurance Company

                       CONSOLIDATED STATEMENTS OF INCOME

              For the Years Ended December 31, 1998, 1997 and 1996
                                 (In millions)

<TABLE>
<CAPTION>
                                                          1998    1997    1996
                                                         ------- ------- -------
<S>                                                      <C>     <C>     <C>
REVENUES
Premiums...............................................  $11,503 $11,278 $11,345
Universal life and investment-type product policy fees.    1,360   1,418   1,243
Net investment income..................................   10,228   9,491   8,978
Other revenues.........................................    1,965   1,491   1,246
Net realized investment gains..........................    2,021     787     231
                                                         ------- ------- -------
                                                          27,077  24,465  23,043
                                                         ------- ------- -------
EXPENSES
Policyholder benefits and claims.......................   12,488  12,234  12,286
Interest credited to policyholder account balances.....    2,731   2,884   2,868
Policyholder dividends.................................    1,653   1,742   1,728
Other expenses.........................................    8,118   5,934   4,755
                                                         ------- ------- -------
                                                          24,990  22,794  21,637
                                                         ------- ------- -------
Income before provision for income taxes, discontinued
 operations and extraordinary item.....................    2,087   1,671   1,406
Provision for income taxes.............................      740     468     482
                                                         ------- ------- -------
Income before discontinued operations and extraordinary
 item..................................................    1,347   1,203     924
Loss from discontinued operations......................      --      --       71
                                                         ------- ------- -------
Income before extraordinary item.......................    1,347   1,203     853
Extraordinary item--demutualization expense............        4     --       --
                                                         ------- ------- -------
Net income.............................................  $ 1,343 $ 1,203 $   853
                                                         ======= ======= =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                      Metropolitan Life Insurance Company

                          CONSOLIDATED BALANCE SHEETS

                    December 31, 1998 and 1997 (In millions)
<TABLE>
<CAPTION>
                                                                1998     1997
                                                              -------- --------
<S>                                                           <C>      <C>
ASSETS
Investments:
  Fixed maturities available-for-sale, at fair value......... $100,767 $ 92,630
  Equity securities, at fair value...........................    2,340    4,250
  Mortgage loans on real estate..............................   16,827   20,193
  Real estate and real estate joint ventures.................    6,287    7,080
  Policy loans...............................................    5,600    5,846
  Other limited partnership interests........................      964      855
  Short-term investments.....................................    1,369      679
  Other invested assets......................................    1,567    4,456
                                                              -------- --------
                                                               135,721  135,989
Cash and cash equivalents....................................    3,301    2,911
Accrued investment income....................................    1,994    1,860
Premiums and other receivables...............................    5,972    3,319
Deferred policy acquisition costs............................    6,560    6,436
Other........................................................    3,448    3,641
Separate account assets......................................   58,350   48,620
                                                              -------- --------
                                                              $215,346 $202,776
                                                              ======== ========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits....................................... $ 72,701 $ 73,848
Policyholder account balances................................   46,494   48,543
Other policyholder funds.....................................    4,061    3,998
Policyholder dividends payable...............................      947      969
Short-term debt..............................................    3,585    4,587
Long-term debt...............................................    2,903    2,884
Income taxes payable, current and deferred...................      948      952
Other........................................................   10,772    4,650
Separate account liabilities.................................   58,068   48,338
                                                              -------- --------
                                                               200,479  188,769
                                                              -------- --------
Commitments and contingencies (Note 9)

Equity:
Retained earnings............................................   13,483   12,140
Accumulated other comprehensive income.......................    1,384    1,867
                                                              -------- --------
                                                                14,867   14,007
                                                              -------- --------
                                                              $215,346 $202,776
                                                              ======== ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      Metropolitan Life Insurance Company

                 CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)

              For the Years Ended December 31, 1998, 1997 and 1996
                                 (In millions)

<TABLE>
<CAPTION>
                                                         Accumulated Other Comprehensive Income
                                                         ----------------------------------------------
                                                             Net             Foreign         Minimum
                                                          Unrealized        Currency         Pension
                                  Comprehensive Retained  Investment       Translation      Liability
                          Total      Income     Earnings    Gains          Adjustment       Adjustment
                         -------  ------------- -------- -------------    -------------    ------------
<S>                      <C>      <C>           <C>      <C>              <C>              <C>
Balance at January 1,
 1996................... $11,754                $10,084    $       1,646     $         24    $        --
Comprehensive income:
 Net income.............     853     $  853         853
                                     ------
 Other comprehensive
  loss:
   Unrealized investment
    losses, net of
    related offsets,
    reclassification
    adjustments and
    income taxes........               (618)                       (618)
   Foreign currency
    translation
    adjustments.........                 (6)                                           (6)
                                     ------
 Other comprehensive
  loss..................    (624)      (624)
                                     ------
   Comprehensive income.             $  229
                         -------     ======     -------    -------------     ------------    ------------
Balance at December 31,
 1996...................  11,983                 10,937            1,028               18             --
Comprehensive income:
 Net income.............   1,203     $1,203       1,203
                                     ------
 Other comprehensive
  income:
   Unrealized investment
    gains, net of
    related offsets,
    reclassification
    adjustments and
    income taxes........                870                          870
   Foreign currency
    translation
    adjustments.........                (49)                                          (49)
                                     ------
 Other comprehensive
  income................     821        821
                                     ------
   Comprehensive income.             $2,024
                         -------     ======     -------    -------------     ------------    ------------
Balance at December 31,
 1997...................  14,007                 12,140            1,898              (31)            --
Comprehensive income:
 Net income.............   1,343     $1,343       1,343
 Other comprehensive
  loss:
   Unrealized investment
    losses, net of
    related offsets,
    reclassification
    adjustments and
    income taxes........               (358)                        (358)
   Foreign currency
    translation
    adjustments.........               (113)                                         (113)
   Minimum pension
    liability
    adjustment..........                (12)                                                          (12)
                                     ------
 Other comprehensive
  loss..................    (483)      (483)
                         -------
                                     ------
   Comprehensive income.             $  860
                         -------                -------    -------------     ------------    ------------
                                     ======
Balance at December 31,
 1998................... $14,867                $13,483    $       1,540     $       (144)   $        (12)
                         =======                =======    =============     ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                      Metropolitan Life Insurance Company

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the Years Ended December 31, 1998, 1997 and 1996
                                 (In millions)
<TABLE>
<CAPTION>
                                                    1998      1997      1996
                                                  --------  --------  --------
<S>                                               <C>       <C>       <C>
Cash flows from operating activities
Net income....................................... $  1,343  $  1,203  $    853
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization expenses.......       56       (36)      (18)
    Gains from sales of investments and
     businesses, net.............................   (2,629)   (1,018)     (428)
    Change in undistributed income of real estate
     joint ventures and other limited partnership
     interests...................................      (91)      157       (45)
    Interest credited to policyholder account
     balances....................................    2,731     2,884     2,868
    Universal life and investment-type product
     policy fees.................................   (1,360)   (1,418)   (1,243)
    Change in accrued investment income..........     (181)     (215)      350
    Change in premiums and other receivables.....   (2,681)     (792)     (125)
    Change in deferred policy acquisition costs,
     net.........................................     (188)     (159)     (391)
    Change in insurance related liabilities......    1,493     2,364     2,349
    Change in income taxes payable...............      211       (99)     (134)
    Change in other liabilities..................    2,390      (206)      902
    Other, net...................................     (253)      207    (1,250)
                                                  --------  --------  --------
Net cash provided by operating activities........      841     2,872     3,688
                                                  --------  --------  --------
Cash flows from investing activities
  Sales, maturities and repayments of:
    Fixed maturities.............................   57,857    75,346    76,117
    Equity securities............................    3,085     1,821     2,069
    Mortgage loans on real estate................    2,296     2,784     2,380
    Real estate and real estate joint ventures...    1,122     2,046     2,358
    Other limited partnership interests..........      146       166       178
  Purchases of:
    Fixed maturities.............................  (67,543)  (76,603)  (76,225)
    Equity securities............................     (854)   (2,121)   (2,742)
    Mortgage loans on real estate................   (2,610)   (4,119)   (4,225)
    Real estate and real estate joint ventures...     (423)     (624)     (989)
    Other limited partnership interests..........     (723)     (338)     (307)
  Net change in short-term investments...........     (761)       63     1,028
  Net change in policy loans.....................      133        17      (128)
  Proceeds from sales of businesses..............    7,372       274        --
  Net change in investment collateral............    3,769        --        --
  Other, net.....................................     (183)     (378)     (438)
                                                  --------  --------  --------
Net cash provided by (used in) investing
 activities......................................    2,683    (1,666)     (924)
                                                  --------  --------  --------
Cash flows from financing activities
  Policyholder account balances:
    Deposits..................................... $ 19,361  $ 16,061  $ 17,167
    Withdrawals..................................  (21,706)  (18,831)  (19,321)
  Short-term debt, net...........................   (1,001)    1,265        69
  Long-term debt issued..........................      693       989        --
  Long-term debt repaid..........................     (481)     (104)     (284)
                                                  --------  --------  --------
Net cash used in financing activities............   (3,134)     (620)   (2,369)
                                                  --------  --------  --------
Change in cash and cash equivalents..............      390       586       395
Cash and cash equivalents, beginning of year.....    2,911     2,325     1,930
                                                  --------  --------  --------
Cash and cash equivalents, end of year........... $  3,301  $  2,911  $  2,325
                                                  ========  ========  ========
Supplemental disclosures of cash flow
 information:
  Interest....................................... $    367  $    422  $    310
                                                  ========  ========  ========
  Income taxes................................... $    579  $    589  $    497
                                                  ========  ========  ========
</TABLE>
Cash paid during the year for:

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                      Metropolitan Life Insurance Company

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Dollar amounts are in millions unless otherwise stated)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Business

  Metropolitan Life Insurance Company ("MetLife") and its subsidiaries (the
"Company") is a leading provider of insurance and financial services to a
broad section of institutional and individual customers. The Company offers
life insurance, annuities and mutual funds to individuals and group insurance
and retirement and savings products and services to corporations and other
institutions.

 Basis of Presentation

  The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New
York State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under
the New York Insurance Law. No consideration is given by the Department to
financial statements prepared in accordance with GAAP in making such
determination.

  The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The most significant estimates include those used
in determining deferred policy acquisition costs, investment allowances and
the liability for future policyholder benefits. Actual results could differ
from those estimates.

  During 1997, management changed to the retrospective interest method of
accounting for investment income on structured notes in accordance with
authoritative guidance issued in late 1996. As a result, net investment income
increased by $175. The cumulative effect of this accounting change on prior
years' income was not material.

 Principles of Consolidation

  The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint ventures in which MetLife
has a controlling interest. All material intercompany accounts and
transactions have been eliminated.

  The Company accounts for its investments in real estate joint ventures and
other limited partnership interests in which it does not have a controlling
interest, but more than a minimal interest, under the equity method of
accounting.

  Minority interest relating to consolidated entities included in other
liabilities was $274 and $277 at December 31, 1998 and 1997, respectively.

  Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the 1998 presentation.

 Investments

  The Company's fixed maturity and equity securities are classified as
available-for-sale and are reported at their estimated fair value. Unrealized
investment gains and losses on securities are recorded as a separate component
of other comprehensive income, net of policyholder related amounts and
deferred income taxes. The cost of fixed maturity and equity securities is
adjusted for impairments in value deemed to be other than temporary. These
adjustments are recorded as realized losses on investments. Realized gains and
losses on sales of securities are determined on a specific identification
basis. All security transactions are recorded on a trade date basis.

  Mortgage loans on real estate are stated at amortized cost, net of valuation
allowances. Valuation allowances are established for the excess carrying value
of the mortgage loan over its estimated fair value when it is probable that,
based upon current information and events, the Company will be unable to
collect all amounts due under the

                                       7
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

contractual terms of the loan agreement. Valuation allowances are based upon
the present value of expected future cash flows discounted at the loan's
original effective interest rate or the collateral value if the loan is
collateral dependent. Interest income earned on impaired loans is accrued on
the net carrying value amount of the loan based on the loan's effective
interest rate.

  Real estate, including related improvements, is stated at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis
over the estimated useful life of the asset (typically 20 to 40 years). Cost
is adjusted for impairment whenever events or changes in circumstances
indicate the carrying amount of the asset may not be recoverable. Impaired
real estate is written down to estimated fair value with the impairment loss
being included in realized losses on investments. Impairment losses are based
upon the estimated fair value of real estate, which is generally computed
using the present value of expected future cash flows from the real estate
discounted at a rate commensurate with the underlying risks. Real estate
acquired in satisfaction of debt is recorded at estimated fair value at the
date of foreclosure. Valuation allowances on real estate held-for-sale are
computed using the lower of depreciated cost or estimated fair value, net of
disposition costs.

  Policy loans are stated at unpaid principal balances.

  Short-term investments are stated at amortized cost, which approximates fair
value.

 Derivative Instruments

  The Company uses derivative instruments to manage market risk through one of
four principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
The Company's derivative strategy employs a variety of instruments including
financial futures, financial forwards, interest rate and foreign currency
swaps, floors, foreign exchange contracts, caps and options.

  The Company's derivative program is monitored by senior management. The
Company's risk of loss is typically limited to the fair value of its
derivative instruments and not to the notional or contractual amounts of these
derivatives. Risk arises from changes in the fair value of the underlying
instruments and, with respect to over-the-counter transactions, from the
possible inability of counterparties to meet the terms of the contracts. The
Company has strict policies regarding the financial stability and credit
standing of its major counterparties.

  The Company's derivative instruments are designated as hedges and are highly
correlated to the underlying risk at contract inception. The Company monitors
the effectiveness of its hedges throughout the contract term using an offset
ratio of 80 to 125 percent as its minimum acceptable threshold for hedge
effectiveness. Derivative instruments that lose their effectiveness are marked
to market through net investment income.

  Gains or losses on financial futures contracts entered into in anticipation
of investment transactions are deferred and, at the time of the ultimate
investment purchase or disposition, recorded as an adjustment to the basis of
the purchased assets or to the proceeds on disposition. Gains or losses on
financial futures used in asset risk management are deferred and amortized
into net investment income over the remaining term of the investment. Gains or
losses on financial futures used in portfolio risk management are deferred and
amortized into net investment income or policyholder benefits over the
remaining life of the hedged sector of the underlying portfolio.

  Financial forward contracts that are entered into to purchase securities are
marked to fair value through other comprehensive income, similar to the
accounting for the investment security. Such contracts are accounted for at
settlement by recording the purchase of the specified securities at fair
value. Gains or losses resulting from the termination of forward contracts are
recognized immediately as a component of net investment income.

  Interest rate and certain foreign currency swaps involve the periodic
exchange of payments without the exchange of underlying principal or notional
amounts. Net receipts or payments are accrued and recognized over the term of
the swap agreement as an adjustment to net investment income or other expense.
Gains or losses resulting from swap terminations are amortized over the
remaining term of the underlying asset or liability. Gains and losses on swaps
and certain foreign forward exchange contracts entered into in anticipation of
investment transactions are deferred and, at the time of the ultimate
investment purchase or disposition, reflected as an adjustment to the basis of
the purchased

                                       8
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

assets or to the proceeds of disposition. In the event the asset or liability
underlying a swap is disposed of, the swap position is closed immediately and
any gain or loss is recorded as an adjustment to the proceeds from
disposition.

  The Company periodically enters into collars, which consist of purchased put
and written call options, to lock in unrealized gains on equity securities.
Collars are marked to market through other comprehensive income, similar to
the accounting for the underlying equity securities. Purchased interest rate
caps and floors are used to offset the risk of interest rate changes related
to insurance liabilities. Premiums paid on floors, caps and options are split
into two components, time value and intrinsic value. Time value is amortized
over the life of the applicable derivative instrument. The intrinsic value and
any gains or losses relating to these derivative instruments adjust the basis
of the underlying asset or liability and are recognized as a component of net
investment income over the term of the underlying asset or liability being
hedged as an adjustment to the yield.

 Cash and Cash Equivalents

  The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

 Property, Equipment and Leasehold Improvements

  Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization.
Depreciation is determined using either the straight-line or sum-of-the-years-
digits method over the estimated useful lives of the assets. Estimated lives
range from 20 to 40 years for real estate and 5 to 15 years for all other
property and equipment. Accumulated depreciation on property and equipment and
accumulated amortization of leasehold improvements was $1,048 at both December
31, 1998 and 1997. Related depreciation and amortization expense was $95, $103
and $78 for the years ended December 31, 1998, 1997 and 1996, respectively.

 Deferred Policy Acquisition Costs

  The costs of acquiring new insurance business that vary with, and are
primarily related to, the production of new business are deferred. Such costs,
which consist principally of commissions, agency and policy issue expenses,
are amortized over the expected life of the contract for participating
traditional life, universal life and investment-type products. Generally,
deferred policy acquisition costs are amortized in proportion to the present
value of estimated gross margins or profits from investment, mortality,
expense margins and surrender charges. Actual gross margins or profits can
vary from management's estimates resulting in increases or decreases in the
rate of amortization. Management periodically updates these estimates and
evaluates the recoverability of deferred policy acquisition costs. When
appropriate, management revises its assumptions of the estimated gross margins
or profits of these contracts, and the cumulative amortization is re-estimated
and adjusted by a cumulative charge or credit to current operations.

  Deferred policy acquisition costs for non-participating traditional life,
non-medical health and annuity policies with life contingencies are amortized
in proportion to anticipated premiums. Assumptions as to anticipated premiums
are made at the date of policy issuance and are consistently applied during
the life of the contracts. Deviations from estimated experience are reflected
in operations when they occur. For these contracts, the amortization period is
typically the estimated life of the policy.

  Deferred policy acquisition costs for property and liability insurance
contracts, which are primarily comprised of commissions and certain
underwriting expenses, are deferred and amortized on a pro rata basis over the
applicable contract term or reinsurance treaty.

 Other Intangible Assets

  The excess of cost over the fair value of net assets acquired ("goodwill")
and the value of business acquired are included in other assets. Goodwill is
amortized on a straight-line basis over a period ranging from 10 to 30 years.
The Company continually reviews goodwill to assess recoverability from future
operations using undiscounted cash flows.

                                       9
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

Impairments are recognized in operating results if a permanent diminution in
value is deemed to have occurred. The value of business acquired is amortized
over the expected policy or contract duration in relation to the present value
of estimated gross profits from such policies and contracts.

<TABLE>
<CAPTION>
                                 Value of Business Acquired       Goodwill
                                 --------------------------    ----------------
Years Ended December 31            1998      1997      1996    1998  1997  1996
- -----------------------          --------  --------  --------  ----  ----  ----
<S>                              <C>       <C>       <C>       <C>   <C>   <C>
Net Balance at January 1........ $    498  $    358  $    381  $884  $544  $377
Acquisitions....................       32       176         7    80   387   197
Amortization....................      (55)      (36)      (30)  (59)  (47)  (30)
                                 --------  --------  --------  ----  ----  ----
Net Balance at December 31...... $    475  $    498  $    358  $905  $884  $544
                                 ========  ========  ========  ====  ====  ====
<CAPTION>
December 31                        1998      1997              1998  1997
- -----------                      --------  --------            ----  ----
<S>                              <C>       <C>       <C>       <C>   <C>   <C>
Accumulated Amortization........ $    142  $     87            $207  $148
                                 ========  ========            ====  ====
</TABLE>

 Future Policy Benefits and Policyholder Account Balances

  Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (a) net level premium
reserves for death and endowment policy benefits (calculated based upon the
nonforfeiture interest rate, ranging from 2% to 7%, and mortality rates
guaranteed in calculating the cash surrender values described in such
contracts), (b) the liability for terminal dividends, and (c) premium
deficiency reserves, which are established when the liabilities for future
policy benefits plus the present value of expected future gross premiums are
insufficient to provide for expected future policy benefits and expenses after
deferred policy acquisition costs are written off.

  Future policy benefit liabilities for traditional annuities are equal to
accumulated contractholder fund balances during the accumulation period and
the present value of expected future payments after annuitization. Interest
rates used in establishing such liabilities range from 5% to 8%. Future policy
benefit liabilities for non-medical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals
and interest, which provide a margin for adverse deviation. Interest rates
used in establishing such liabilities range from 4% to 7%. Future policy
benefit liabilities for disabled lives are estimated using the present value
of benefits method and experience assumptions as to claim terminations,
expenses and interest. Interest rates used in establishing such liabilities
range from 4% to 8%.

  Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values, which consist of an
accumulation of gross premium payments plus credited interest, ranging from 3%
to 17%, less expenses, mortality charges and withdrawals.

  The liability for unpaid claims and claim expenses for property and casualty
insurance represents the amount estimated for claims that have been reported
but not settled and claims incurred but not reported. Liabilities for unpaid
claims are estimated based upon the Company's historical experience and other
actuarial assumptions that consider the effects of current developments,
anticipated trends and risk management programs. Revisions of these estimates
are reflected in operations in the year such refinements are made.

 Recognition of Insurance Revenue and Related Benefits

  Premiums related to traditional life and annuity policies with life
contingencies are recognized as revenues when due. Benefits and expenses are
provided against such revenues to recognize profits over the estimated lives
of the 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 operations in a constant relationship to
insurance in-force or, for annuities, the amount of expected future policy
benefit payments.


                                      10
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

  Premiums related to non-medical health contracts are recognized on a pro
rata basis over the applicable contract term.

  Premiums related to universal life and investment-type contracts are
credited to policyholder account balances. Revenues from such contracts
consist of amounts assessed against policyholder account balances for
mortality, policy administration and surrender charges. Amounts that are
charged to operations include interest credited and benefit claims incurred in
excess of related policyholder account balances.

  Premiums related to property and casualty contracts are recognized as
revenue on a pro rata basis over the applicable contract term. Unearned
premiums are included in other liabilities.

 Dividends to Policyholders

  Dividends to policyholders are determined annually by the Board of
Directors. The aggregate amount of policyholders' dividends is related to
actual interest, mortality, morbidity and expense experience for the year, as
well as management's judgment as to the appropriate level of statutory surplus
to be retained by the Company.

 Participating Business

  Participating business represented approximately 21% and 22% of the
Company's life insurance in-force, and 81% and 87% of the number of life
insurance policies in-force, at December 31, 1998 and 1997, respectively.
Participating policies represented approximately 39% and 40%, 41% and 41%, and
40% and 44% of gross and net life insurance premiums for the years ended
December 31, 1998, 1997 and 1996, respectively.

 Income Taxes

  MetLife and its includable life insurance and non-life insurance
subsidiaries file a consolidated U.S. Federal income tax return in accordance
with the provisions of the Internal Revenue Code, as amended ("the Code").
Under the Code, the amount of Federal income tax expense incurred by mutual
life insurance companies includes an equity tax calculated based upon a
prescribed formula that incorporates a differential earnings rate between
stock and mutual life insurance companies. The future tax consequences of
temporary differences between financial reporting and tax bases of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred income tax assets and liabilities.

 Reinsurance

  The Company has reinsured certain of its life insurance and property and
casualty insurance contracts with other insurance companies under various
agreements. Amounts due from reinsurers are estimated based upon assumptions
consistent with those used in establishing the liabilities related to the
underlying reinsured contracts. Policy and contract liabilities are reported
gross of reinsurance credits.

 Separate Accounts

  Separate accounts are established in conformity with insurance laws and are
generally not chargeable with 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. Investments (stated at estimated fair value) and liabilities of
the separate accounts are reported separately as assets and liabilities.
Deposits to separate accounts, investment income and realized and unrealized
gains and losses on the investments of the separate accounts accrue directly
to contractholders and, accordingly, are not reflected in the Company's
consolidated statements of income and cash flows. Mortality, policy
administration and surrender charges to all separate accounts are included in
revenues.

 Foreign Currency Translation

  Balance sheet accounts of foreign operations are translated at the exchange
rates in effect at each year-end and income and expense accounts are
translated at the average rates of exchange prevailing during the year. The
local currencies of foreign operations are generally the functional
currencies. Translation adjustments are charged or

                                      11
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

credited directly to other comprehensive income. Gains and losses from foreign
currency transactions are reported in other expenses and were insignificant
for all years presented.

 Extraordinary Item--Demutualization Expense

  On November 24, 1998, the Board of Directors authorized management to
develop a plan to convert from a mutual life insurance company to a stock life
insurance company (the "demutualization"). A final plan to convert to a
publicly traded stock company is subject to the approval of the Board of
Directors, the policyholders and the New York Superintendent of Insurance
("Superintendent"). The Department has not yet reviewed or approved any
materials relating to the demutualization.

  The accompanying consolidated statements of income reflect an extraordinary
charge of $4 (net of income taxes of $2) for the year ended December 31, 1998
related to costs associated with the demutualization.

Application of Accounting Pronouncements

  In October 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-7, Accounting for Insurance
and Reinsurance Contracts That Do Not Transfer Insurance Risk ("SOP 98-7").
SOP 98-7 provides guidance on the method of accounting for insurance and
reinsurance contracts that do not transfer insurance risk, defined in the SOP
as the deposit method. SOP 98-7 classifies insurance and reinsurance contracts
for which the deposit method is appropriate into those that 1) transfer only
significant timing risk, 2) transfer only significant underwriting risk, 3)
transfer neither significant timing or underwriting risk and 4) have an
indeterminate risk. The Company is required to adopt SOP 98-7 as of January 1,
2000. Adoption of SOP 98-7 is not expected to have a material effect on the
Company's consolidated financial statements.

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires,
among other things, that all derivatives be recognized in the consolidated
balance sheets as either assets or liabilities and measured at fair value. The
corresponding derivative gains and losses should be reported based upon the
hedge relationship, if such a relationship exists. Changes in the fair value
of derivatives that are not designated as hedges or that do not meet the hedge
accounting criteria in SFAS 133 are required to be reported in income. The
Company is required to adopt SFAS 133 as of January 1, 2000. The Company is in
the process of quantifying the impact of SFAS 133 on its consolidated
financial statements.

  In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of Start-Up
Activities ("SOP 98-5"). SOP 98-5 broadly defines start-up activities. SOP 98-
5 requires costs of start-up activities and organization costs to be expensed
as incurred. The Company is required to adopt SOP 98-5 as of January 1, 1999.
Adoption of SOP 98-5 is not expected to have a material effect on the
Company's consolidated financial statements.

  In March 1998, the AICPA issued SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-
1 provides guidance for determining when an entity should capitalize or
expense external and internal costs of computer software developed or obtained
for internal use. The Company is required to adopt SOP 98-1 as of January 1,
1999. Adoption of SOP 98-1 is not expected to have a material effect on the
Company's consolidated financial statements.

  In December 1997, the AICPA issued SOP 97-3, Accounting for Insurance and
Other Enterprises for Insurance Related Assessments ("SOP 97-3"). SOP 97-3
provides guidance on accounting by insurance and other enterprises for
assessments related to insurance activities including recognition, measurement
and disclosure of guaranty fund and other insurance related assessments. The
Company is required to adopt SOP 97-3 as of January 1, 1999. Adoption of SOP
97-3 is not expected to have a material effect on the Company's consolidated
financial statements.

  In 1998, the Company adopted SFAS 131, Disclosures About Segments of an
Enterprise and Related Information ("SFAS 131"). SFAS 131 establishes
standards for reporting financial information and related disclosures about
products and services, geographic areas and major customers relating to
operating segments in annual financial statements. Adoption of SFAS 131 had no
effect on the Company's consolidated financial statements.


                                      12
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

  In 1998, the Company adopted SFAS 130, Reporting Comprehensive Income ("SFAS
130"). SFAS 130 establishes standards for reporting and displaying
comprehensive income and its components in a financial statement that is
displayed with the same prominence as other financial statements. Adoption of
SFAS 130 had no effect on the Company's consolidated financial statements.

  In 1998, the Company adopted the provisions of SFAS 125 which were deferred
by SFAS No. 127, Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125. The deferred provisions provide accounting and reporting
standards related to repurchase agreements, dollar rolls, securities lending
and similar transactions. Adoption of the provisions had the effect of
increasing assets and liabilities by $3,769 at December 31, 1998 and
increasing revenues and expenses by $266 for the year ended December 31, 1998.

2. INVESTMENTS

  The components of net investment income were as follows:

<TABLE>
<CAPTION>
                                                   Years ended December 31,
                                                   ---------------------------
                                                     1998     1997      1996
                                                   --------  -------- --------
      <S>                                          <C>       <C>      <C>
      Fixed maturities...........................  $  6,563  $ 6,445  $  6,042
      Equity securities..........................        78       50        60
      Mortgage loans on real estate..............     1,572    1,684     1,523
      Real estate and real estate joint ventures.     1,529    1,718     1,668
      Policy loans...............................       387      368       399
      Other limited partnership interests........       196      302       215
      Cash, cash equivalents and short-term
       investments                                      187      169       214
      Other......................................       841      368       401
                                                   --------  -------  --------
                                                     11,353   11,104    10,522
      Less: Investment expenses..................     1,125    1,613     1,544
                                                   --------  -------  --------
                                                    $10,228  $ 9,491   $ 8,978
                                                   ========  =======  ========

  Net realized investment gains, including changes in valuation allowances,
were as follows:

<CAPTION>
                                                   Years ended December 31,
                                                   ---------------------------
                                                     1998     1997      1996
                                                   --------  -------- --------
      <S>                                          <C>       <C>      <C>
      Fixed maturities...........................  $    573  $   118  $    234
      Equity securities..........................       994      224       101
      Mortgage loans on real estate..............        23       56       (86)
      Real estate and real estate joint ventures.       424      446       371
      Other limited partnership interests........        13       12      (129)
      Sale of subsidiaries.......................       531      139       --
      Other......................................        71       23       (33)
                                                   --------  -------  --------
                                                      2,629    1,018       458
      Amounts allocable to:
        Future policy benefit loss recognition...      (300)    (126)     (203)
        Deferred policy acquisition costs........      (240)     (70)       (4)
        Participating pension contracts..........       (68)     (35)      (20)
                                                   --------  -------  --------
                                                    $ 2,021  $   787  $    231
                                                   ========  =======  ========
</TABLE>

                                      13
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The components of net unrealized investment gains, included in accumulated
other comprehensive income, were as follows:

<TABLE>
<CAPTION>
                                                      Years ended December
                                                               31,
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
      <S>                                            <C>      <C>      <C>
      Fixed maturities.............................  $ 4,809  $ 4,766  $ 2,226
      Equity securities............................      832    1,605      563
      Other invested assets........................      125      294      474
                                                     -------  -------  -------
                                                       5,766    6,665    3,263
                                                     -------  -------  -------
      Amounts allocable to:
        Future policy benefit loss recognition.....   (2,248)  (2,189)  (1,219)
        Deferred policy acquisition costs..........     (902)  (1,147)    (420)
        Participating pension contracts............     (212)    (312)      (9)
      Deferred income taxes........................     (864)  (1,119)    (587)
                                                     -------  -------  -------
                                                      (4,226)  (4,767)  (2,235)
                                                     -------  -------  -------
                                                     $ 1,540  $ 1,898  $ 1,028
                                                     =======  =======  =======

The changes in net unrealized investment gains were as follows:

<CAPTION>
                                                      Years ended December
                                                               31,
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
      <S>                                            <C>      <C>      <C>
      Balance at January 1.........................  $ 1,898  $ 1,028  $ 1,646
      Unrealized investment gains (losses) during
       the year....................................     (899)   3,402   (2,493)
      Unrealized investment (gains) losses relating
       to:
        Future policy benefit loss recognition.....      (59)    (970)     845
        Deferred policy acquisition costs..........      245     (727)     328
        Participating pension contracts............      100     (303)     341
      Deferred income taxes........................      255     (532)     361
                                                     -------  -------  -------
      Balance at December 31.......................  $ 1,540  $ 1,898  $ 1,028
                                                     =======  =======  =======
      Net change in unrealized investment gains....  $  (358) $   870  $  (618)
                                                     =======  =======  =======
</TABLE>

                                      14
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


 Fixed Maturities and Equity Securities

  Fixed maturities and equity securities at December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                            Gross
                                                Cost or   Unrealized  Estimated
                                               Amortized ------------   Fair
                                                 Cost     Gain   Loss   Value
                                               --------- ------- ---- ---------
<S>                                            <C>       <C>     <C>  <C>
Fixed Maturities:
  Bonds:
    U.S. Treasury securities and obligations
     of U.S. government corporations and
     agencies.................................  $ 6,640  $ 1,117 $ 10 $  7,747
    States and political subdivisions.........      597       26   --      623
    Foreign governments.......................    3,435      254   88    3,601
    Corporate.................................   46,377    2,471  260   48,588
    Mortgage and asset-backed securities         26,456      569   46   26,979
    Other.....................................   12,438    1,069  293   13,214
                                                -------  ------- ---- --------
                                                 95,943    5,506  697  100,752
    Redeemable preferred stocks...............       15      --   --        15
                                                -------  ------- ---- --------
                                                $95,958  $ 5,506 $697 $100,767
                                                =======  ======= ==== ========
  Equity Securities:
    Common stocks.............................  $ 1,286  $   923 $ 77 $  2,132
    Nonredeemable preferred stocks............      222        4   18      208
                                                -------  ------- ---- --------
                                                $ 1,508  $   927 $ 95 $  2,340
                                                =======  ======= ==== ========

  Fixed maturities and equity securities at December 31, 1997 were as follows:

<CAPTION>
                                                            Gross
                                                Cost or   Unrealized  Estimated
                                               Amortized ------------   Fair
                                                 Cost     Gain   Loss   Value
                                               --------- ------- ---- ---------
<S>                                            <C>       <C>     <C>  <C>
Fixed Maturities:
  Bonds:
    U.S. Treasury securities and obligations
     of U. S. government
     corporations and agencies................  $ 8,708  $ 1,010 $  2  $ 9,716
    States and political subdivisions.........      486       22   --      508
    Foreign governments.......................    3,420      371   52    3,739
    Corporate.................................   41,012    2,337  291   43,058
    Mortgage and asset-backed securities......   22,370      579   21   22,928
    Other.....................................   11,374      929  134   12,169
                                                -------  ------- ---- --------
                                                 87,370    5,248  500   92,118
    Redeemable preferred stocks...............      494       19    1      512
                                                -------  ------- ---- --------
                                                $87,864  $ 5,267 $501 $ 92,630
                                                =======  ======= ==== ========
Equity Securities:
    Common stocks.............................  $ 2,444  $ 1,716 $105 $  4,055
    Nonredeemable preferred stocks............      201        5   11      195
                                                -------  ------- ---- --------
                                                $ 2,645  $ 1,721 $116 $  4,250
                                                =======  ======= ==== ========
</TABLE>

  The Company held foreign currency derivatives with notional amounts of $716
and $408 to hedge the exchange rate risk associated with foreign bonds at
December 31, 1998 and 1997, respectively. The Company also held options with
fair values of $(11) and $33 to hedge the market value of common stocks at
December 31, 1998 and 1997, respectively.

                                      15
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  At December 31, 1998, fixed maturities held by the Company that were below
investment grade or not rated by an independent rating agency totaled $8,289.
At December 31, 1998, non-income producing fixed maturities were
insignificant.

  The amortized cost and estimated fair value of bonds at December 31, 1998,
by contractual maturity date, are shown below:

<TABLE>
<CAPTION>
                                                                       Estimated
                                                             Amortized   Fair
                                                               Cost      Value
                                                             --------- ---------
      <S>                                                    <C>       <C>
      Due in one year or less............................... $  2,380  $  2,462
      Due after one year through five years.................   17,062    17,527
      Due after five years through 10 years.................   23,769    24,714
      Due after 10 years....................................   26,276    29,070
                                                             --------  --------
                                                               69,487    73,773
      Mortgage and asset-backed securities..................   26,456    26,979
                                                             --------  --------
                                                             $ 95,943  $100,752
                                                             ========  ========
</TABLE>

  Fixed maturities not due at a single maturity date have been included in the
above table in the year of final maturity. Actual maturities may differ from
contractual maturities due to the exercise of prepayment options.

  Sales of fixed maturities and equity securities were as follows:

<TABLE>
<CAPTION>
                                                       Years ended December
                                                                31,
                                                      -----------------------
                                                       1998    1997    1996
                                                      ------- ------- -------
      <S>                                             <C>     <C>     <C>
      Fixed maturities classified as available-for-
       sale:
        Proceeds..................................... $43,828 $67,454 $67,239
        Gross realized gains......................... $   928 $   672 $ 1,067
        Gross realized losses........................ $   355 $   558 $   842
      Fixed maturities classified as held-to-
       maturity:
        Proceeds..................................... $    -- $   352 $ 1,281
        Gross realized gains......................... $    -- $     5 $    10
        Gross realized losses........................ $    -- $     1 $     1
      Equity securities:
        Proceeds..................................... $ 3,085 $ 1,821 $ 2,069
        Gross realized gains......................... $ 1,125 $   293 $   150
        Gross realized losses........................ $   131 $    69 $    49
</TABLE>

  During 1997, fixed maturities with an amortized cost of $11,682 were
transferred from held-to-maturity to available-for-sale. Other comprehensive
income at the date of reclassification was increased by $198 excluding the
effects of deferred income taxes and policyholder related amounts.

  Excluding investments in U.S. governments and agencies, the Company is not
exposed to any significant concentration of credit risk in its fixed
maturities portfolio.

 Securities Lending Program

  The Company participates in securities lending programs whereby large blocks
of securities are loaned to third parties, primarily major brokerage firms.
The Company requires a minimum of 102% of the fair value of the loaned
securities to be separately maintained as collateral for the loans. Securities
with a cost or amortized cost of $4,005 and $6,068 and estimated fair value of
$4,552 and $6,653 were on loan under the program at December 31, 1998 and
1997, respectively. The Company is liable for cash collateral of $3,769 at
December 31, 1998. This liability is included in other liabilities. Rebates of
$266 were paid and accrued on the cash collateral for the year ended

                                      16
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998. The rebates paid and accrued during 1998 are included in
other operating costs and expenses. Security collateral is returnable on short
notice and is not reflected in the consolidated financial statements.

 Statutory Deposits

  The Company had investment assets on deposit with regulatory agencies of
$466 and $4,695 as of December 31, 1998 and 1997, respectively.

 Mortgage Loans on Real Estate

  Mortgage loans were categorized as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                              ----------------------------------
                                                   1998              1997
                                              ----------------  ----------------
                                              Amount   Percent  Amount   Percent
                                              -------  -------  -------  -------
<S>                                           <C>      <C>      <C>      <C>
Commercial mortgage loans.................... $12,503     74%   $14,945     73%
Agriculture mortgage loans...................   4,256     25%     3,753     18%
Residential mortgage loans...................     241      1%       272      1%
Other loans..................................      --      --     1,512      8%
                                              -------  ------   -------   -----
                                               17,000    100%    20,482    100%
                                                       ======             =====
Less: Valuation allowances...................     173               289
                                              -------           -------
                                              $16,827           $20,193
                                              =======           =======

  Mortgage loans on real estate are collateralized by properties primarily
located throughout the United States. At December 31, 1998, approximately 15%,
9% and 7% of the properties were located in California, New York and Florida,
respectively. Generally, the Company (as the lender) requires that a minimum
of one-fourth of the purchase price of the underlying real estate be paid by
the borrower.

  Certain of the Company's real estate joint ventures have mortgage loans with
the Company. The carrying values of such mortgages were $606 and $725 at
December 31, 1998 and 1997, respectively.

  Changes in mortgage loan valuation allowances were as follows:

<CAPTION>
                                               Years ended December
                                                        31,
                                              -------------------------
                                               1998     1997     1996
                                              -------  -------  -------
<S>                                           <C>      <C>      <C>      <C>
Balance at January 1......................... $   289  $  469   $   491
Additions....................................      40      61       144
Deductions for writedowns and dispositions...    (130)   (241)     (166)
Deductions for disposition of affiliates.....     (26)     --        --
                                              -------  ------   -------
Balance at December 31....................... $   173  $  289   $   469
                                              =======  ======   =======

  A portion of the Company's mortgage loans on real estate was impaired and
consisted of the following:

<CAPTION>
                                               December 31,
                                              ----------------
                                               1998     1997
                                              -------  -------
<S>                                           <C>      <C>      <C>      <C>
Impaired mortgage loans with valuation
 allowances.................................. $   823  $1,231
Impaired mortgage loans without valuation
 allowances..................................     375     306
                                              -------  ------
                                                1,198   1,537
Less: Valuation allowances...................     149     250
                                              -------  ------
                                              $ 1,049  $1,287
                                              =======  ======
</TABLE>


                                      17
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

  The average recorded investment in impaired mortgage loans on real estate
was $1,282, $1,680 and $2,113 for the years ended December 31, 1998, 1997 and
1996, respectively. Interest income on impaired mortgages was $109, $110 and
$119 for the years ended December 31, 1998, 1997 and 1996, respectively.

  Restructured mortgage loans on real estate were $1,036 and $1,207 at
December 31, 1998 and 1997, respectively. Interest income of $74, $91 and $135
was recognized on restructured loans for the years ended December 31, 1998,
1997 and 1996, respectively. Gross interest income that would have been
recorded in accordance with the original terms of such loans amounted to $87,
$116 and $198 for the years ended December 31, 1998, 1997 and 1996,
respectively.

  Mortgage loans on real estate with scheduled payments 60 days (90 days for
agriculture mortgages) or more past due or in foreclosure had an amortized
cost of $65 and $255 as of December 31, 1998 and 1997, respectively.

 Real Estate and Real Estate Joint Ventures

  Real estate and real estate joint ventures consisted of the following:

<TABLE>
<CAPTION>
                                                               December 31,
                                                              ---------------
                                                               1998     1997
                                                              -------  ------
      <S>                                                     <C>      <C>
      Real estate and real estate joint ventures held-for-
       investment............................................ $ 6,301  $6,731
      Impairments............................................    (408)   (407)
                                                              -------  ------
                                                                5,893   6,324
                                                              -------  ------
      Real estate and real estate joint ventures held-for-
       sale..................................................     546     915
      Impairments............................................    (119)    (49)
      Valuation allowance....................................     (33)   (110)
                                                              -------  ------
                                                                  394     756
                                                              -------  ------
                                                              $ 6,287  $7,080
                                                              =======  ======
</TABLE>

  Accumulated depreciation on real estate was $2,065 and $2,030 at December
31, 1998 and 1997, respectively. Related depreciation expense was $282, $338
and $348 for the years ended December 31, 1998, 1997 and 1996, respectively.

  Real estate and real estate joint ventures were categorized as follows:

<TABLE>
<CAPTION>
                                                           December 31,
                                                  ------------------------------
                                                       1998            1997
                                                  --------------- --------------
                                                  Amount  Percent Amount Percent
                                                  ------- ------- ------ -------
      <S>                                         <C>     <C>     <C>    <C>
      Office..................................... $ 4,265    68%  $4,730    67%
      Retail.....................................     640    10%     804    11%
      Apartments.................................     418     7%     406     6%
      Land.......................................     313     5%     346     5%
      Agriculture................................     195     3%     214     3%
      Other......................................     456     7%     580     8%
                                                  -------   ---   ------   ---
                                                  $ 6,287   100%  $7,080   100%
                                                  =======   ===   ======   ===
</TABLE>

  The Company's real estate holdings are primarily located throughout the
United States. At December 31, 1998, approximately 23%, 23% and 12% of the
Company's real estate holdings were located in New York, California and Texas,
respectively.

  Changes in real estate and real estate joint ventures held-for-sale
valuation allowance were as follows:

<TABLE>
<CAPTION>
                                Years ended December 31,
                               ----------------------------
                                 1998      1997      1996
                               --------  --------  --------
      <S>                      <C>       <C>       <C>
      Balance at January 1.... $    110  $    661  $    924
      Additions charged
       (credited) to
       operations.............       (5)      (76)      127
      Deductions for
       writedowns and
       dispositions...........      (72)     (475)     (390)
                               --------  --------  --------
      Balance at December 31.. $     33  $    110  $    661
                               ========  ========  ========
</TABLE>


                                      18
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

  Investment income (expense) relating to impaired real estate and real estate
joint ventures held-for-investment was $105, $28 and $(10) for the years ended
December 31, 1998, 1997 and 1996, respectively. Investment income relating to
real estate and real estate joint ventures held-for-sale was $3, $11 and $70
for the years ended December 31, 1998, 1997 and 1996, respectively. The
carrying value of non-income producing real estate and real estate joint
ventures was insignificant at December 31, 1998 and 1997, respectively.

  The Company owned real estate acquired in satisfaction of debt of $154 and
$218 at December 31, 1998 and 1997, respectively.

 Direct Financing and Leveraged Leases

  Direct financing and leveraged leases, included in other invested assets,
consisted of the following:

<TABLE>
<CAPTION>
                                              December 31,
                              -------------------------------------------------
                              Direct Financing     Leveraged
                                   Leases           Leases           Total
                              -----------------  --------------  --------------
                               1998     1997      1998    1997    1998    1997
                              -----------------  ------  ------  ------  ------
<S>                           <C>     <C>        <C>     <C>     <C>     <C>
Investment................... $   --  $   1,137  $1,067  $  851  $1,067  $1,988
Estimated residual values....     --        183     607     641     607     824
                              ------- ---------  ------  ------  ------  ------
                                  --      1,320   1,674   1,492   1,674   2,812
Unearned income..............     --       (261)   (471)   (428)   (471)   (689)
                              ------- ---------  ------  ------  ------  ------
Net investment............... $   --  $   1,059  $1,203  $1,064  $1,203  $2,123
                              ======= =========  ======  ======  ======  ======
</TABLE>

  The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from three to eight years,
but in certain circumstances are as long as 20 years. Average yields range
from 7% to 12%. These receivables are generally collateralized by the related
property.

3. DERIVATIVE INSTRUMENTS

  The table below provides a summary of the carrying value, notional amount
and current market or fair value of derivative financial instruments (other
than equity options) held at December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                          1998                                  1997
                          ------------------------------------- -------------------------------------
                                             Current Market or                     Current Market or
                                                 Fair Value                            Fair Value
                                             ------------------                    ------------------
<S>                       <C>       <C>      <C>    <C>         <C>       <C>      <C>    <C>
                          Carrying  Notional                    Carrying  Notional
                           Value     Amount  Assets Liabilities  Value     Amount  Assets Liabilities
                          --------  -------- ------ ----------- --------  -------- ------ -----------
Financial futures.......  $      3  $  2,190 $    8 $         6 $     10  $  2,262 $   17 $         7
Foreign exchange
 contracts..............       --        136    --            2      --        150      2         --
Interest rate swaps.....        (9)    1,621     17          50      (11)    1,464      9          28
Foreign currency swaps..        (1)      580      3          62      --        258      3          30
Caps....................       --      8,391    --          --       --      1,545     13         --
Options (fixed income)..       --        --     --          --         2       275    --            2
                          --------  -------- ------ ----------- --------  -------- ------ -----------
Total contractual
 commitments............  $     (7) $ 12,918 $   28 $       120 $      1  $  5,954 $   44 $        67
                          ========  ======== ====== =========== ========  ======== ====== ===========
</TABLE>

                                      19
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The following is a reconciliation of the notional amounts by derivative type
and strategy as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                          December 31, 1997           Terminations/ December 31, 1998
                           Notional Amount  Additions  Maturities    Notional Amount
                          ----------------- --------- ------------- -----------------
<S>                       <C>               <C>       <C>           <C>
BY DERIVATIVE TYPE
Financial futures.......       $2,262        $25,073    $(25,145)        $ 2,190
Foreign exchange
 contracts..............          150          1,231      (1,245)            136
Interest rate swaps.....        1,464            788        (631)          1,621
Foreign currency swaps..          258            386         (64)            580
Caps....................        1,545          8,250      (1,404)          8,391
Options (fixed income)..          275            --         (275)            --
                               ------        -------    --------         -------
Total contractual
 commitments............       $5,954        $35,728    $(28,764)        $12,918
                               ======        =======    ========         =======
BY STRATEGY
Liability hedging.......       $1,860        $ 8,419    $ (1,538)        $ 8,741
Invested asset hedging..          817          1,666      (1,619)            864
Portfolio hedging.......        2,787         25,643     (25,600)          2,830
Anticipated transaction
 hedging................          490            --           (7)            483
                               ------        -------    --------         -------
Total contractual
 commitments............       $5,954        $35,728    $(28,764)        $12,918
                               ======        =======    ========         =======
</TABLE>

  The following table presents the notional amounts of derivative financial
instruments by maturity at December 31, 1998:

<TABLE>
<CAPTION>
                                             Remaining Life
                                 ---------------------------------------
<S>                              <C>      <C>          <C>         <C>   <C>
                                                       After Five
                                           After One      Years    After
                                 One Year Year Through Through Ten  Ten
                                 or Less   Five Years     Years    Years  Total
                                 -------- ------------ ----------- ----- -------
Financial futures..............    $2,190 $        --  $       --  $ --  $ 2,190
Foreign exchange contracts.....       136          --          --    --      136
Interest rate swaps............       470          774         162   215   1,621
Foreign currency swaps.........        39          182         343    16     580
Caps...........................     1,875        6,496          20   --    8,391
                                 -------- ------------ ----------- ----- -------
Total contractual commitments..    $4,710 $      7,452 $       525 $ 231 $12,918
                                 ======== ============ =========== ===== =======
</TABLE>

  In addition to the derivative instruments above, the Company uses equity
option contracts as invested asset hedges. There were 92 thousand and 7
million equity option contracts outstanding with carrying values of $(11) and
$27 and market values of $(11) and $33, as of December 31, 1998 and 1997,
respectively. The outstanding contracts have a remaining life of one year or
less as of December 31, 1998.

4. REINSURANCE

  The Company assumes and cedes insurance with other insurance companies. The
Company continually evaluates the financial condition of its reinsurers and
monitors concentration of credit risk in an effort to minimize its exposure to
significant losses from reinsurer insolvencies. The Company is contingently
liable with respect to ceded reinsurance should any reinsurer be unable to
meet its obligations under these agreements. The amounts in the consolidated
statements of income are presented net of reinsurance ceded.

  The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess
of loss and quota share reinsurance arrangements to diversify its risk
portfolio.

                                      20
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
                                                      Years ended December
                                                               31,
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
      <S>                                            <C>      <C>      <C>
      Direct premiums............................... $12,763  $12,728  $12,452
      Reinsurance assumed...........................     409      360      508
      Reinsurance ceded.............................  (1,669)  (1,810)  (1,615)
                                                     -------  -------  -------
      Net premiums.................................. $11,503  $11,278  $11,345
                                                     =======  =======  =======
      Reinsurance recoveries netted against
       policyholder benefits........................ $ 1,751  $ 1,648  $ 1,667
                                                     =======  =======  =======
</TABLE>

  Reinsurance recoverables, included in other receivables, were $2,956 and
$1,511 at December 31, 1998 and 1997, respectively. Reinsurance and ceded
commissions payables, included in other liabilities, were $105 and $158 at
December 31, 1998 and 1997, respectively.

  The following provides an analysis of the activity in the liability for
benefits relating to property and casualty and group accident and non-medical
health policies and contracts:

<TABLE>
<CAPTION>
                                                       Years ended December
                                                                31,
                                                      -------------------------
                                                       1998     1997     1996
                                                      -------  -------  -------
      <S>                                             <C>      <C>      <C>
      Balance at January 1........................... $ 3,655  $ 3,345  $ 3,296
        Reinsurance recoverables.....................    (229)    (215)    (214)
                                                      -------  -------  -------
      Net balance at January 1.......................   3,426    3,130    3,082
                                                      -------  -------  -------
      Incurred related to:
        Current year.................................   2,726    2,855    2,951
        Prior years..................................    (245)      88     (114)
                                                      -------  -------  -------
                                                        2,481    2,943    2,837
                                                      -------  -------  -------
      Paid related to:
        Current year.................................  (1,967)  (1,832)  (1,998)
        Prior years..................................    (853)    (815)    (791)
                                                      -------  -------  -------
                                                       (2,820)  (2,647)  (2,789)
                                                      -------  -------  -------
      Balance at December 31.........................   3,087    3,426    3,130
        Add: Reinsurance recoverables................     233      229      215
                                                      -------  -------  -------
      Balance at December 31......................... $ 3,320  $ 3,655  $ 3,345
                                                      =======  =======  =======
</TABLE>

5. INCOME TAXES

  The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                                               Years ended
                                                               December 31,
                                                             ------------------
                                                              1998   1997  1996
                                                             ------  ----  ----
      <S>                                                    <C>     <C>   <C>
      Current:
        Federal............................................. $  821  $424  $346
        State and local.....................................     60    10    25
        Foreign.............................................     99    26    27
                                                             ------  ----  ----
                                                                980   460   398
                                                             ------  ----  ----
      Deferred:
        Federal.............................................   (178)  (26)   66
        State and local.....................................     (8)    9     6
        Foreign.............................................    (54)   25    12
                                                             ------  ----  ----
                                                              (240)     8    84
                                                             ------  ----  ----
      Provision for income taxes............................ $  740  $468  $482
                                                             ======  ====  ====
</TABLE>

                                      21
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported were as follows:

<TABLE>
<CAPTION>
                                                              Years ended
                                                              December 31,
                                                           --------------------
                                                            1998    1997   1996
                                                           ------  ------  ----
      <S>                                                  <C>     <C>     <C>
      Tax provision at U.S. statutory rate................ $  730  $  585  $492
      Tax effect of:
        Tax exempt investment income......................    (40)    (30)  (18)
        Goodwill..........................................      5       9    --
        Surplus tax.......................................     18     (40)   38
        State and local income taxes......................     31      15    23
        Foreign operations................................     12       7    (7)
        Tax credits.......................................    (25)    (15)  (15)
        Prior year taxes..................................      4      (2)  (46)
        Sale of subsidiaries..............................    (19)    (41)   --
        Other, net........................................     24     (20)   15
                                                           ------  ------  ----
      Provision for income taxes.......................... $  740  $  468  $482
                                                           ======  ======  ====

  Deferred income taxes represent the tax effect of the differences between
the book and tax basis of assets and liabilities. Net deferred income tax
liabilities consisted of the following:

<CAPTION>
                                                           December 31,
                                                           --------------
                                                            1998    1997
                                                           ------  ------
      <S>                                                  <C>     <C>     <C>
      Deferred income tax assets:
        Policyholder liabilities and receivables.......... $3,239  $3,174
        Net operating losses..............................     22      33
        Employee benefits.................................    174     187
        Non-deductible liabilities........................    441     162
        Other, net........................................    158     223
                                                           ------  ------
                                                            4,034   3,779
        Less: Valuation allowance.........................     21      24
                                                           ------  ------
                                                            4,013   3,755
                                                           ------  ------
      Deferred income tax liabilities:
        Investments.......................................  1,417   1,118
        Deferred policy acquisition costs.................  1,774   1,890
        Net unrealized investment gains...................    864   1,119
        Other, net........................................     18     100
                                                           ------  ------
                                                            4,073   4,227
                                                           ------  ------
      Net deferred income tax liability................... $  (60) $ (472)
                                                           ======  ======
</TABLE>

  Foreign net operating loss carryforwards generated a deferred income tax
benefit of $21. The Company has recorded a valuation allowance related to
these tax benefits. The valuation allowance reflects management's assessment,
based on available information, that it is more likely than not that the
deferred income tax asset for foreign net operating loss carryforwards will
not be realized. The benefit will be recognized at such time management
believes that it is more likely than not that the portion of the deferred
income tax asset is realizable.

                                      22
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The sources of deferred income tax expense (benefit) and their tax effects
were as follows:

<TABLE>
<CAPTION>
                                                                Years ended
                                                               December 31,
                                                              -----------------
                                                              1998   1997  1996
                                                              -----  ----  ----
      <S>                                                     <C>    <C>   <C>
      Policyholder liabilities and receivables............... $ (65) $(93) $ 27
      Net operating losses...................................    11     5   (19)
      Investments............................................   230   245    (6)
      Deferred policy acquisition costs......................  (116)  (51)   55
      Employee benefits......................................    13   (40)   (4)
      Non-deductible liabilities.............................  (279)  (66)  (24)
      Change in valuation allowances.........................    (3)   10     4
      Other, net.............................................   (31)   (2)   51
                                                              -----  ----  ----
                                                              $(240) $  8  $ 84
                                                              =====  ====  ====
</TABLE>

  The Company has been audited by the Internal Revenue Service for the years
through and including 1993. The Company is being audited for the years 1994,
1995 and 1996. The Company believes that any adjustments that might be
required for open years will not have a material effect on the Company's
consolidated financial statements.

                                      23
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


6. EMPLOYEE BENEFIT PLANS

 Pension Benefit and Other Benefit Plans

  The Company is both the sponsor and administrator of defined benefit pension
plans covering all eligible employees and sales representatives of MetLife and
certain of its subsidiaries. Retirement benefits are based upon years of
credited service and final average earnings history.

  The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.

<TABLE>
<CAPTION>
                                                     December 31,
                                           ------------------------------------
                                           Pension Benefits    Other Benefits
                                           ------------------  ----------------
                                             1998      1997     1998     1997
                                           --------  --------  -------  -------
<S>                                        <C>       <C>       <C>      <C>
Change in projected benefit obligation:
Projected benefit obligation at beginning
 of year.................................  $  3,523  $  3,268  $ 1,763  $ 1,773
Service cost.............................        88        73       31       30
Interest cost............................       254       244      114      122
Actuarial gain...........................       205       160      (74)     (57)
Divestitures, curtailments and
 terminations............................        24        (9)     (13)       2
Change in benefits.......................        12         6      --        (2)
Benefits paid............................      (245)     (219)    (113)    (105)
                                           --------  --------  -------  -------
Projected benefit obligation at end of
 year....................................     3,861     3,523    1,708    1,763
                                           --------  --------  -------  -------
Change in plan assets:
Contract value of plan assets at
 beginning of year.......................     3,982     3,628    1,004      897
Actual return on plan assets.............       671       566      171      128
Employer contribution....................        15         7       61       84
Benefits paid............................      (245)     (219)    (113)    (105)
Other payments...........................      (100)      --       --       --
                                           --------  --------  -------  -------
Contract value of plan assets at end of
 year....................................     4,323     3,982    1,123    1,004
                                           --------  --------  -------  -------
Over (under) funded......................       462       459     (585)    (759)
Unrecognized net asset at transition.....       (95)     (140)      --       --
Unrecognized net actuarial gains.........       (81)     (109)    (322)    (171)
Unrecognized prior service cost..........       144       150       (3)      (2)
                                           --------  --------  -------  -------
Prepaid (accrued) benefit cost...........  $    430  $    360  $  (910) $  (932)
                                           ========  ========  =======  =======
Qualified plan prepaid pension cost......  $    546  $    516  $   --   $   --
Non-qualified plan accrued pension cost..      (116)     (156)     --       --
                                           --------  --------  -------  -------
Prepaid benefit cost.....................  $    430  $    360  $   --   $   --
                                           ========  ========  =======  =======
</TABLE>

  The aggregate projected benefit obligation and aggregate contract value of
plan assets for the pension plans were as follows:

<TABLE>
<CAPTION>
                             Qualified Plan  Non-Qualified Plan        Total
                             --------------- ------------------    -------------
                              1998    1997     1998       1997      1998   1997
                             ------- ------- ---------  ---------  ------ ------
<S>                          <C>     <C>     <C>        <C>        <C>    <C>
Aggregate projected benefit
 obligation................  $ 3,638 $ 3,170 $     223  $     353  $3,861 $3,523
Aggregate contract value of
 plan assets (principally
 Company contracts)........    4,323   3,831       --         151   4,323  3,982
                             ------- ------- ---------  ---------  ------ ------
Over (under) funded........  $   685 $   661 $    (223) $    (202) $  462 $  459
                             ======= ======= =========  =========  ====== ======
</TABLE>

                                      24
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The assumptions used in determining the aggregate projected benefit
obligation and aggregate contract value for the pension and other benefits
were as follows:

<TABLE>
<CAPTION>
                                      Pension Benefits       Other Benefits
                                    --------------------- --------------------
Weighted average assumptions as of
December 31,                          1998       1997       1998      1997
- ----------------------------------  --------- ----------- -------- -----------
<S>                                 <C>       <C>         <C>      <C>
Discount rate...................... 7%-7.25%  7.25%-7.75%    7%    7.25%-7.75%
Expected return on plan assets.....   8.5%       8.75%    7.25%-9%    8.75%
Rate of compensation increase...... 4.5%-8.5%  4.5%-8.5%    n/a        n/a
</TABLE>

  The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was 6.5% per year for pre-
Medicare eligible claims and 6% for Medicare eligible claims in 1998. The
assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was generally 9% in 1997,
gradually decreasing to 5.25% over 5 years.

  Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in
assumed health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
                                                               One      One
                                                             Percent  Percent
                                                             Increase Decrease
                                                             -------- --------
      <S>                                                    <C>      <C>
      Effect on total of service and interest cost
       components...........................................   $ 16     $ 18
      Effect on accumulated postretirement benefit
       obligation...........................................   $124     $183
</TABLE>

  The components of periodic benefit costs were as follows:

<TABLE>
<CAPTION>
                                         Pension Benefits     Other Benefits
                                         -------------------  ----------------
                                         1998   1997   1996   1998  1997  1996
                                         -----  -----  -----  ----  ----  ----
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
Service cost............................ $  88  $  73  $  77  $ 31  $ 30  $ 41
Interest cost...........................   254    244    232   114   122   127
Expected return on plan assets..........  (330)  (318)  (273)  (79)  (66)  (58)
Amortization of prior actuarial (gain)
 loss...................................   (11)    (5)   (12)  (12)   (4)    2
Curtailment (credit) cost...............   (10)   --     --      4   --    --
                                         -----  -----  -----  ----  ----  ----
Net periodic benefit cost (credit)...... $  (9) $  (6) $  24  $ 58  $ 82  $112
                                         =====  =====  =====  ====  ====  ====
</TABLE>

 Savings and Investment Plans

  The Company sponsors savings and investment plans for substantially all
employees under which the Company matches a portion of employee contributions.
The Company contributed $43, $44 and $42 for the years ended December 31,
1998, 1997 and 1996, respectively.

7. LEASES

  In accordance with industry practice, certain of the Company's income from
lease agreements with retail tenants is contingent upon the level of the
tenants' sales revenues. Additionally, the Company, as lessee, has entered
into various lease and sublease agreements for office space, data processing
and other equipment. Future minimum rental and subrental income, and minimum
gross rental payments relating to these lease agreements were as follows:

<TABLE>
<CAPTION>
                                                                     Gross
                                                    Rental Sublease  Rental
                                                    Income  Income  Payments
                                                    ------ -------- --------
         <S>                                        <C>    <C>      <C>
         1999...................................... $1,213   $10      $126
         2000......................................  1,150    11       109
         2001......................................  1,052    11        94
         2002......................................    942    10        72
         2003......................................    787     9        51
         Thereafter................................  2,636    35       242
</TABLE>

                                      25
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


8. DEBT

  Debt consisted of the following:

<TABLE>
<CAPTION>
                                                                   December 31,
                                                                  --------------
                                                                   1998    1997
                                                                  ------- ------
<S>                                                               <C>     <C>
MetLife:
  6.300% surplus notes due 2003.................................. $   397 $  397
  7.000% surplus notes due 2005..................................     249    249
  7.700% surplus notes due 2015..................................     198    198
  7.450% surplus notes due 2023..................................     296    296
  7.875% surplus notes due 2024..................................     148    148
  7.800% surplus notes due 2025..................................     248    248
  Other..........................................................     207    436
                                                                  ------- ------
                                                                    1,743  1,972
                                                                  ------- ------
  Investment Related:
    Exchangeable subordinated debt, interest based on LIBOR plus
     factors, due 1999...........................................     212    374
    Exchangeable subordinated debt, interest rates ranging from
     4.90% to 6.18%, due 2001
     and 2002....................................................     371    --
                                                                  ------- ------
                                                                      583    374
                                                                  ------- ------
Total MetLife....................................................   2,326  2,346
                                                                  ------- ------
Nvest:
  7.060% senior notes due 2003...................................     110    110
  7.290% senior notes due 2007...................................     160    160
                                                                  ------- ------
                                                                      270    270
                                                                  ------- ------
Other Companies:
  Fixed rate notes, interest rates ranging from 6.96% to 8.51%,
   maturity dates ranging from 1999 to 2008                           179    --
  Floating rate notes, interest based on LIBOR plus factors......     --     146
  Other..........................................................     128    122
                                                                  ------- ------
                                                                      307    268
                                                                  ------- ------
Total long-term debt.............................................   2,903  2,884
Total short-term debt............................................   3,585  4,587
                                                                  ------- ------
                                                                  $ 6,488 $7,471
                                                                  ======= ======
</TABLE>

  Short-term debt consisted of commercial paper with a weighted average
interest rate of 5.31% and 5.75% and a weighted average maturity of 44 and 71
days as of December 31, 1998 and 1997, respectively.

  The Company maintains an unsecured credit facility of $2,000 under which
bank loans and other short-term debt are drawn. This facility is maintained
for general corporate purposes and to provide additional support to the
Company's commercial paper program. At December 31, 1998 there were no
outstanding borrowings under the facility.

  Payments of interest and principal on the surplus notes, subordinated to all
other indebtedness, may be made only with the prior approval of the
Superintendent. Subject to the prior approval of the Superintendent, the 7.45%
surplus notes may be redeemed, in whole or in part, at the election of the
Company at any time on or after November 1, 2003.

  The exchangeable subordinated debt is payable in cash or by the delivery of
the underlying common stock collateral owned by the Company. The value
ascribed to the common stock at the date of delivery is the greater of the
market value at the date of the debt issuance or date of delivery. The debt
provides for additional interest if the market value of the common stock
appreciates above certain levels at the date of delivery as compared with the
market value at the date of issuance.


                                      26
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

  The aggregate maturities of long-term debt are $413 in 1999, $45 in 2000,
$191 in 2001, $221 in 2002, $527 in 2003 and $1,518 thereafter.

  Interest expense related to the Company's outstanding indebtedness was $333,
$344 and $311, for the years ended December 31, 1998, 1997 and 1996,
respectively.

9. COMMITMENTS AND CONTINGENCIES

 Litigation

  The Company and certain of its subsidiaries are currently defendants in
approximately 400 lawsuits, including over 40 putative or certified class
action lawsuits, raising allegations of improper marketing and sales of
individual life insurance or annuities (hereafter "sales practices claims").
Two of these putative class actions are filed in Canada and the remainder are
filed in the United States. These cases are brought by or on behalf of
policyholders and others and allege, among other claims, that individual life
insurance policies were improperly sold in replacement transactions or with
inadequate or inaccurate disclosure concerning the period for which premiums
would be payable, or were misleadingly sold as savings or retirement plans.
The classes proposed in the pending class actions are defined broadly enough,
in the aggregate, to include a substantial number of active and lapsed
policyholders who purchased individual life insurance policies from the
Company during the 1980's and 1990's. In California, Ohio and West Virginia,
courts have certified or deemed certifiable classes on behalf of policyholders
in those states who allegedly did not receive proper notice of replacement. A
Federal Court in Massachusetts has certified a mandatory class involving
certain former policyholders of New England Mutual Life Insurance Company
which merged into the Company in 1996. The United States Court of Appeals
remanded the case to the trial court for further consideration. A number of
the sales practices claims pending in federal courts have been consolidated as
a multidistrict proceeding for pre-trial purposes in the United States
District Court for the Western District of Pennsylvania and, as to former New
England Mutual Life Insurance Company policyholders, in the United States
District Court in Massachusetts. In another case, a New York federal court has
certified or conditionally certified some subclasses of purchasers of the
Company's policies and annuity contracts outside the United States. While most
of these cases are in the early stages of litigation, they seek substantial
damages, including in some cases punitive and treble damages and attorneys'
fees. Additional litigation relating to the Company's marketing and sale of
individual life insurance may be commenced in the future.

  Regulatory authorities in a small number of states, including both insurance
departments and attorneys general, have ongoing investigations of the
Company's sales of individual life insurance or annuities, including
investigations of alleged improper replacement transactions and alleged
improper sales of insurance with inaccurate or inadequate disclosures as to
the period for which premiums would be payable. Over the past several years, a
number of investigations by other regulatory authorities have been resolved by
the Company for monetary payments and certain other relief.

  The Company is also a defendant in numerous lawsuits seeking compensatory
and punitive damages for personal injuries allegedly caused by exposure to
asbestos or asbestos-containing products. The Company has never engaged in the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in
the thousands, have principally been based upon allegations relating to
certain research, publication and other activities of one or more of the
Company's employees during the period from the 1920's through approximately
the 1950's and alleging that the Company learned or should have learned of
certain health risks posed by asbestos and, among other things, improperly
publicized or failed to disclose those health risks. Legal theories asserted
against the Company have included negligence, intentional tort claims and
conspiracy claims concerning the health risks associated with asbestos. While
the Company believes it has meritorious defenses to these claims, and has not
suffered any adverse judgments in respect thereof, most of the cases have been
resolved by settlements. The Company intends to continue to exercise its best
judgment regarding settlement or defense of such cases. The number of such
cases that may be brought or the aggregate amount of any liability that may
ultimately be incurred by the Company is uncertain. Significant portions of
amounts paid in settlement of such cases have been funded with proceeds from a
previously resolved dispute with its primary, umbrella and first level excess
liability insurance carriers. The Company is presently in litigation with
several of its excess liability insurers regarding amounts payable under the
Company's policies with respect to coverage for these claims.

                                      27
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  The Company believes that the claims and the amount of damages asserted in
the aforementioned sales practices and asbestos personal injury litigations
are without merit, and it intends to continue to defend its interests
vigorously.

  During 1998, the Company obtained certain excess reinsurance and insurance
policies providing coverage for risks associated primarily with sales
practices claims and claims for personal injuries caused by exposure to
asbestos or asbestos-containing products. In 1998, the Company recorded a
charge of $1,715, included in other expenses, for related insurance and
reinsurance premiums and for potential liabilities related to certain of these
claims.

  Various litigation, claims and assessments against the Company, in addition
to the aforementioned and those otherwise provided for in the Company's
consolidated financial statements, have arisen in the course of the Company's
business, including in connection with its activities as an insurer, employer,
investor and taxpayer. Further, state insurance regulatory authorities and
other authorities regularly make inquiries and conduct investigations
concerning the Company's compliance with applicable insurance and other laws
and regulations.

  In certain of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings, it is the opinion of the Company's
management that their outcomes, after consideration of available insurance and
reinsurance and the provisions made in the Company's consolidated financial
statements, are not likely to have a material adverse effect on the Company's
financial position. However, given the large and/or indeterminable 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 adverse effect on the Company's operating
results in particular quarterly or annual periods.

 Year 2000

  The Year 2000 issue is the result of the widespread use of computer programs
written using two digits (rather than four) to define the applicable year.
Such programming was a common industry practice designed to avoid the
significant costs associated with additional mainframe capacity necessary to
accommodate a four-digit year field. As a result, any of the Company's
computer systems that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in major
system failures or miscalculations. The Company has conducted a comprehensive
review of its computer systems to identify the systems that could be affected
by the Year 2000 issue and has developed and implemented a plan to resolve the
issue. The Company currently believes that, with modifications to existing
software and converting to new software, the Year 2000 issue will not pose
significant operational problems for the Company's computer systems. However,
if such modifications and conversions are not completed on a timely basis, the
Year 2000 issue may have a material impact on the operations of the Company.
Furthermore, even if the Company completes such modifications and conversions
on a timely basis, there can be no assurance that the failure by vendors or
other third parties to solve the Year 2000 issue will not have a material
impact on the operations of the Company. The Company estimates the total cost
to resolve its Year 2000 problem to be approximately $210 (unaudited) of which
approximately $149 has been incurred through December 31, 1998.

 Guaranty Funds

  Under insurance guaranty fund laws in each state, the District of Columbia
and Puerto Rico, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Recent regulatory actions against
certain large life insurers encountering financial difficulty have prompted
various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company pursuant to these laws may
be used as credits for a portion of the Company's premium taxes. The Company
paid guaranty fund assessments of $35, $23 and $25 in 1998, 1997 and 1996,
respectively, of which $24, $20 and $19 were estimated to be credited against
future premium taxes.


                                      28
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

10. OTHER EXPENSES

  Other expenses were comprised of the following:

<TABLE>
<CAPTION>
                                                        Years ended December
                                                                31,
                                                       ------------------------
                                                        1998     1997    1996
                                                       -------  ------  -------
        <S>                                            <C>      <C>     <C>
        Compensation.................................. $ 2,478  $2,072  $ 1,813
        Commissions...................................     902     766      722
        Interest and debt issue costs.................     379     453      311
        Amortization of policy acquisition costs......     587     771      633
        Capitalization of policy acquisition costs....  (1,025) (1,000)  (1,028)
        Rent, net of sublease.........................     155     179      183
        Minority interest.............................      67      56       30
        Restructuring charge..........................      81     --       --
        Other.........................................   4,494   2,637    2,091
                                                       -------  ------  -------
                                                       $ 8,118  $5,934  $ 4,755
                                                       =======  ======  =======
</TABLE>

11. DISCONTINUED OPERATIONS

  The 1996 loss from discontinued operations resulted from the finalization of
the transfer of certain group medical contracts in connection with the
Company's disposal of its group medical benefits business during 1995. The
components of discontinued operations for the year ended December 31, 1996
were as follows:

<TABLE>
        <S>                                                                <C>
        Loss from discontinued operations, net of
         income tax benefit of $18........................................ $ 52
        Loss on disposal of discontinued operations, net of
         income tax benefit of $11........................................   19
                                                                           ----
        Loss from discontinued operations................................. $ 71
                                                                           ====
</TABLE>

12. CONSOLIDATED CASH FLOW INFORMATION

  During 1998, the Company sold MetLife Capital Holdings, Inc. (a commercial
financing company) and substantially all of its Canadian and Mexican insurance
operations, which resulted in realized investment gains of $531. During 1997,
the Company sold its United Kingdom insurance operations, which resulted in a
realized investment gain of $139. Such sales caused a reduction in assets by
$10,663 and $4,342 and liabilities by $3,691 and $4,207 in 1998 and 1997,
respectively.

  In 1997, the Company also acquired assets of $3,777 and assumed liabilities
of $3,347, through the acquisition of certain insurance and noninsurance
companies. The aggregate purchase prices were allocated to the assets and
liabilities acquired based upon their estimated fair values.

  Real estate of $69, $151 and $189 was acquired in satisfaction of debt for
the years ended December 31, 1998, 1997 and 1996, respectively.

13. FAIR VALUE INFORMATION

  The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein
may not necessarily be indicative of amounts that could be realized in a
current market exchange. The use of different assumptions or valuation
methodologies may have a material effect on the estimated fair value amounts.

                                      29
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


  Amounts related to the Company's financial instruments were as follows:

<TABLE>
<CAPTION>
                                                                       Estimated
                                                     Notional Carrying   Fair
                                                      Amount   Value     Value
December 31, 1998                                    -------- -------- ---------
<S>                                                  <C>      <C>      <C>
Assets:
  Fixed maturities..................................   $      $100,767 $100,767
  Equity securities.................................             2,340    2,340
  Mortgage loans on real estate.....................            16,827   17,793
  Policy loans......................................             5,600    6,143
  Short-term investments............................             1,369    1,369
  Cash and cash equivalents.........................             3,301    3,301
  Mortgage loan commitments.........................    472        --        14
Liabilities:
  Policyholder account balances.....................            37,088   37,304
  Short-term debt...................................             3,585    3,585
  Long-term debt....................................             2,903    2,995
<CAPTION>
                                                                       Estimated
                                                     Notional Carrying   Fair
                                                      Amount   Value     Value
December 31, 1997                                    -------- -------- ---------
<S>                                                  <C>      <C>      <C>
Assets:
  Fixed maturities..................................   $      $ 92,630 $ 92,630
  Equity securities.................................             4,250    4,250
  Mortgage loans on real estate.....................            20,193   21,084
  Policy loans......................................             5,846    6,110
  Short-term investments............................               679      679
  Cash and cash equivalents.........................             2,911    2,911
  Mortgage loan commitments.........................    334        --         4
Liabilities:
  Policyholder account balances.....................            37,034   37,265
  Short-term debt...................................             4,587    4,587
  Long-term debt....................................             2,884    2,939
</TABLE>

  The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:

 Fixed Maturities and Equity Securities

  The fair value of fixed maturities and equity securities are based upon
quotations published by applicable stock exchanges or received from other
reliable sources. For securities in which the market values were not readily
available, fair values were estimated using quoted market prices of comparable
investments.

 Mortgage Loans on Real Estate and Mortgage Loan Commitments

  Fair values for mortgage loans on real estate and mortgage loan commitments
are estimated by discounting expected future cash flows using current interest
rates for similar loans with similar credit risk.

 Policy Loans

  Fair values for policy loans are estimated by discounting expected future
cash flows using U.S. treasury rates to approximate interest rates and the
Company's past experiences to project patterns of loan accrual and repayment
characteristics.

                                      30
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


 Cash and Cash Equivalents and Short-term Investments

  The carrying values for cash and cash equivalents and short-term investments
approximated fair market values due to the short-term maturities of these
instruments.

 Policyholder Account Balances

  The fair value of policyholder account balances are estimated by discounting
expected future cash flows, based upon interest rates currently being offered
for similar contracts with maturities consistent with those remaining for the
agreements being valued.

 Short-term and Long-term Debt

  The fair values of short-term and long-term debt are determined by
discounting expected future cash flows, using risk rates currently available
for debt with similar terms and remaining maturities.

 Derivative Instruments

  The fair value of derivative instruments, including financial futures,
financial forwards, interest rate and foreign currency swaps, floors, foreign
exchange contracts, caps and options are based upon quotations obtained from
dealers or other reliable sources. See Note 3 for derivative fair value
disclosures.

14. STATUTORY FINANCIAL INFORMATION

  The reconciliation of MetLife's statutory surplus and net change in
statutory surplus, determined in accordance with accounting practices
prescribed or permitted by insurance regulatory authorities, with equity and
net income determined in conformity with generally accepted accounting
principles were as follows:

<TABLE>
<CAPTION>
                                                        December 31,
                                                       ----------------
                                                        1998     1997
                                                       -------  -------
<S>                                                    <C>      <C>      <C>
Statutory surplus..................................... $ 7,388  $ 7,378
GAAP adjustments for:
  Future policy benefits and policyholder account
   balances...........................................  (6,830)  (6,807)
  Deferred policy acquisition costs...................   6,560    6,438
  Deferred income taxes...............................     295     (242)
  Valuation of investments............................   3,981    3,474
  Statutory asset valuation reserves..................   3,381    3,854
  Statutory interest maintenance reserve..............   1,486    1,261
  Surplus notes.......................................  (1,595)  (1,555)
  Other, net..........................................     201      206
                                                       -------  -------
Equity................................................ $14,867  $14,007
                                                       =======  =======
<CAPTION>
                                                       Years ended December
                                                                31,
                                                       -----------------------
                                                        1998     1997    1996
                                                       -------  -------  -----
<S>                                                    <C>      <C>      <C>
Net change in statutory surplus....................... $    10  $   227  $ 366
GAAP adjustments for:
  Future policy benefits and policyholder account
   balances...........................................     127      (38)  (165)
  Deferred policy acquisition costs...................     224      149    391
  Deferred income taxes...............................     234       62    (74)
  Valuation of investments............................   1,158     (387)   (84)
  Statutory asset valuation reserves..................    (461)   1,136    599
  Statutory interest maintenance reserve..............     312       53     19
  Other, net..........................................    (261)       1   (199)
                                                       -------  -------  -----
Net income............................................ $ 1,343  $ 1,203  $ 853
                                                       =======  =======  =====
</TABLE>

                                      31
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


15. SEPARATE ACCOUNTS

  Separate accounts reflect two categories of risk assumption: non-guaranteed
separate accounts totaling $39,490 and $32,893 at December 31, 1998 and 1997,
respectively, in which the policyholder assumes the investment risk, and
guaranteed separate accounts totaling $18,578 and $15,445 at December 31, 1998
and 1997, respectively, in which MetLife contractually guarantees either a
minimum return or account value to the policyholder.

  Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in
the Company's revenues as universal life and investment-type product policy
fees and totaled $413, $287 and $216 in 1998, 1997 and 1996, respectively.
Guaranteed separate accounts consisted primarily of Met Managed Guaranteed
Interest Contracts and participating close out contracts. The average interest
rate credited on these contracts was 7% at December 31, 1998. The assets that
support these liabilities were comprised of $16,639 in fixed maturities as of
December 31, 1998. The portfolios are segregated from other investments and
are managed to minimize liquidity and interest rate risk. In order to minimize
the risk of disintermediation associated with early withdrawals, these
investment products carry a graded surrender charge as well as a market value
adjustment.

16. OTHER COMPREHENSIVE INCOME

  The following tables set forth the reclassification adjustments required for
the years ended December 31, 1998, 1997 and 1996 to avoid double-counting in
comprehensive income items that are included as part of net income for the
current year that have been reported as a part of other comprehensive income
in the current or prior year:

<TABLE>
<CAPTION>
                                                       1998     1997     1996
                                                      -------  -------  -------
<S>                                                   <C>      <C>      <C>
Holding gains (losses) on investments arising during
 the year...........................................  $ 1,556  $ 4,479  $(1,494)
Income tax effect of holding gains or losses........     (646)  (1,698)     550
Transfer of securities from held-to-maturity to
 available-for-sale:
  Holding gains on investments......................       --      198       --
  Income tax effect.................................       --      (75)      --
Reclassification adjustments:
  Realized holding gains included in current year
   net income.......................................   (2,043)    (868)    (367)
  Amortization of premium and discount on
   investments......................................     (411)    (406)    (631)
  Realized holding gains (losses) allocated to other
   policyholder amounts.............................      608      231      227
  Income tax effect.................................      766      394      285
Allocation of holding (gains) losses on investments
 relating to other
 policyholder amounts...............................     (322)  (2,231)   1,286
Income tax effect of allocation of holding gains and
 losses to other
 policyholder amounts...............................      134      846     (474)
                                                      -------  -------  -------
Net unrealized investment (losses) gains............     (358)     870     (618)
                                                      -------  -------  -------
Foreign currency translation adjustments arising
 during the year....................................     (115)     (46)      (6)
Reclassification adjustment for sale of investment
 in foreign operation...............................        2       (3)      --
                                                      -------  -------  -------
Foreign currency translation adjustment.............     (113)     (49)      (6)
                                                      -------  -------  -------
Minimum pension liability adjustment................      (12)      --       --
                                                      -------  -------  -------
Other comprehensive (loss) income...................  $  (483) $   821  $  (624)
                                                      =======  =======  =======
</TABLE>

                                      32
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


17. RESTRUCTURING

  During 1998, the Company restructured headquarters operations and
consolidated certain agencies and other operations. The impacts of these
actions on a segment basis are as follows:

<TABLE>
<CAPTION>
                                                  Severance
                                                 and Related   Facility
                                       Number of Termination Consolidation
                                       Positions    Costs        Costs     Total
                                       --------- ----------- ------------- -----
<S>                                    <C>       <C>         <C>           <C>
Individual............................     488       $15          $16       $31
Institutional.........................     320         8            2        10
Auto & Home...........................     357         4           --         4
Corporate and Other...................   1,102        30            6        36
                                         -----       ---          ---       ---
                                         2,267       $57          $24       $81
                                         =====       ===          ===       ===
</TABLE>

  These programs are expected to be completed by the third quarter of 1999. As
of December 31, 1998, $28 of these restructuring costs had been paid and the
unpaid balance was $53.

18. BUSINESS SEGMENT INFORMATION

  The Company provides insurance and financial services to customers in the
United States, Canada, Central America, South America, Europe and Asia. The
Company's business is divided into six segments: Individual, Institutional,
Auto & Home, International, Asset Management and Corporate. These segments are
managed separately because they either provide different products and
services, require different strategies or have different technology
requirements.

  Individual offers a wide variety of individual insurance and investment
products, including life insurance, annuities and mutual funds. Institutional
offers a broad range of group insurance and retirement and savings products
and services, including group life insurance, non-medical health insurance
such as short and long-term disability, long-term care and dental insurance
and other insurance products and services. Auto & Home provides insurance
coverages including private passenger automobile, homeowners and personnel
excess liability insurance. International provides life insurance, accident
and health insurance, annuities and retirement and savings products to both
individuals and groups, and auto and homeowners coverage to individuals. Asset
Management provides a broad variety of asset management products and services
to individuals and institutions such as mutual funds for savings and
retirement needs, commercial real estate advisory and management services, and
institutional and retail investment management. Through its Corporate segment,
the Company reports items that are not allocated to any of the business
segments.

  Set forth in the tables below is certain financial information with respect
to the Company's operating segments for the years ended December 31, 1998,
1997 and 1996. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies, except for the
method of capital allocation. The Company allocates capital to each segment
based upon an internal capital allocation system that allows the Company to
more effectively manage its capital. The Company has divested operations that
did not meet targeted rates of return, including its medical insurance
operations, commercial leasing business, and insurance operations in the
United Kingdom and substantially all of its Canadian operations. The Company
evaluates the performance of each operating segment based upon income or loss
from operations before provision for income taxes and non-recurring items
(e.g. items of unusual or infrequent nature). The Company allocates non-
recurring items to the Corporate segment.

                                      33
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                    Auto
At or for the year ended                             &                    Asset              Consolidation/
   December 31, 1998      Individual Institutional  Home  International Management Corporate  Elimination    Total
- ------------------------  ---------- ------------- ------ ------------- ---------- --------- -------------- -------
<S>                       <C>        <C>           <C>    <C>           <C>        <C>       <C>            <C>
Premiums................   $ 4,381      $ 5,101    $1,403     $ 618       $  --     $   --       $   --     $11,503
Universal life and
 investment-type product
 policy fees                   817          475        --        68          --         --           --       1,360
Net investment income...     5,501        3,864        81       343          76        808         (445)     10,228
Other revenues..........       523          574        36        33         814         35          (50)      1,965
Net realized investment
 gains..................       663          552       122       117          --        683         (116)      2,021
Policyholder benefits
 and claims.............     4,659        6,373       869       597          --        (10)          --      12,488
Interest credited to
 policyholder account
 balances...............     1,443        1,199        --        89          --         --           --       2,731
Policyholder dividends..     1,447          142        --        64          --         --           --       1,653
Other expenses..........     2,609        1,592       546       352         799      2,632         (412)      8,118
Income before provision
 for income taxes.......     1,727        1,260       227        77          91     (1,096)        (199)      2,087
Income after provision
 for income taxes.......     1,091          833       161        56          47       (675)        (166)      1,347
Total assets............   103,974       88,356     2,771     3,432       1,165     20,652       (5,004)    215,346
Deferred policy
 acquisition costs......     6,255           43        57       205          --         --           --       6,560
Separate account assets.    23,038       35,286        --        26          --         --           --      58,350
Policyholder
 liabilities............    71,989       49,045     1,477     2,043          --          1         (352)    124,203
Separate account
 liabilities............   $23,013      $35,029    $   --     $  26       $  --     $   --       $   --     $58,068
</TABLE>

<TABLE>
<CAPTION>
                                                    Auto
At or for the year ended                             &                    Asset              Consolidation/
   December 31, 1997      Individual Institutional  Home  International Management Corporate  Elimination    Total
- ------------------------  ---------- ------------- ------ ------------- ---------- --------- -------------- -------
<S>                       <C>        <C>           <C>    <C>           <C>        <C>       <C>            <C>
Premiums................   $ 4,327      $ 4,689    $1,354     $ 908       $  --     $   --       $   --     $11,278
Universal life and
 investment-type product
 policy fees............       855          426        --       137          --         --           --       1,418
Net investment income...     4,754        3,754        71       504          87        895         (574)      9,491
Other revenues..........       338          357        25        54         682         19           16       1,491
Net realized investment
 gains..................       356           45         9       142          --        326          (91)        787
Policyholder benefits
 and claims.............     4,597        5,934       834       869          --         --           --      12,234
Interest credited to
 policyholder account
 balances...............     1,428        1,319        --       137          --         --           --       2,884
Policyholder dividends..     1,340          305        --        97          --         --           --       1,742
Other expenses..........     2,384        1,178       520       497         679      1,118         (442)      5,934
Income before provision
 for income taxes.......       881          535       105       145          90        122         (207)      1,671
Income after provision
 for income taxes.......       603          339        74       126          52        210         (201)      1,203
Total assets............    95,990       83,481     2,542     7,412       1,147     18,494       (6,290)    202,776
Deferred policy
 acquisition costs......     5,912           40        56       428          --         --           --       6,436
Separate account assets.    17,368       30,732        --       520          --         --           --      48,620
Policyholder
 liabilities............    70,686       49,550     1,509     5,615          --          1           (3)    127,358
Separate account
 liabilities............   $17,345      $30,473    $   --     $ 520       $  --     $   --       $   --     $48,338
</TABLE>

                                       34
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                    Auto
At or for the year ended                             &                    Asset              Consolidation/
   December 31, 1996      Individual Institutional  Home  International Management Corporate  Elimination    Total
- ------------------------  ---------- ------------- ------ ------------- ---------- --------- -------------- -------
<S>                       <C>        <C>           <C>    <C>           <C>        <C>       <C>            <C>
Premiums................   $ 4,559      $ 4,676    $1,316    $  794        $--      $   --       $   --     $11,345
Universal life and
 investment-type product
 policy fees............       729          375        --       139         --          --           --       1,243
Net investment income...     4,604        3,446        71       523         60         761         (487)      8,978
Other revenues..........        74          475        26        37        495          89           50       1,246
Net realized investment
  gains (losses) .......       282           28        24        13         --        (112)          (4)        231
Policyholder benefits
 and claims.............     4,690        6,006       891       700         --          (1)          --      12,286
Interest credited to
 policyholder account
 balances                    1,354        1,358        --       156         --          --           --       2,868
Policyholder dividends..     1,333          284        --       111         --          --           --       1,728
Other expenses..........     2,019        1,008       490       418        498         706         (384)      4,755
Income before provision
 for income taxes.......       852          344        56       121         57          33          (57)      1,406
Income after provision
 for income taxes.......       511          217        34        86         47          85          (56)        924
Total assets............    86,042       75,872     2,801    11,714        901      18,900       (6,954)    189,276
Deferred policy
 acquisition costs......     6,495           29        56       647         --          --           --       7,227
Separate account assets.    12,403       27,715        --     3,645         --          --           --      43,763
Policyholder
 liabilities............    67,220       48,253     1,562     6,045         --           1          (55)    123,026
Separate account
 liabilities............   $12,386      $27,368    $   --    $3,645        $--      $   --       $   --     $43,399
</TABLE>

  The individual segment includes an equity ownership interest in Nvest
Companies, L.P. ("Nvest") under the equity method of accounting. Nvest has
been included within the asset management segment due to the types of products
and strategies employed by the entity. The individual segment's equity in
earnings of Nvest, which is included in net investment income, was $49, $45
and $43 for the years ended December 31, 1998, 1997 and 1996, respectively.
The investment in Nvest was $252, $216 and $152 at December 31, 1998, 1997 and
1996, respectively.

  Net investment income and net realized investment gains are based upon the
actual results of each segment's specifically identifiable asset portfolio.
Other costs and operating costs were 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.

  The consolidation/elimination column includes the elimination of all
intersegment amounts and the individual segment's ownership interest in Nvest.
The principal component of the intersegment amounts related to intersegment
loans, which bore interest at rates commensurate with related borrowings.

  Revenues derived from any customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $25,643, $22,664 and $21,762 for
the years ended December 31, 1998, 1997 and 1996, respectively, which
represented 96%, 93% and 94%, respectively, of consolidated revenues.

                                      35

<PAGE>




                                  MetLife(R)

<TABLE>
<C>                                                    <S>                                                 <C>
                                                        Metropolitan Life Insurance Company
18000217971(1099) printed in U.S.A.                    One Madison Avenue, New York, NY 10010              99032X4N(exp0500)MCLIC LD
</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission