MetLife (MET) 10-K risk factor changes: FY2021 vs FY2020

The effects may vary [removed: widely from time to time, product to] [added: depending on timing,] product, [removed: market to] market, region [removed: to region,] or [removed: segment to] segment.

Market factors, including interest rates, credit spreads, equity prices, derivative prices and availability, real estate conditions, foreign currency exchange rates, consumer and government spending, business investment, volatility, disruptions and strength of the capital markets, deflation and inflation, and government actions [added: in response thereto] may [added: inhibit revenue growth, reduce investment opportunities and] result in investment losses, derivative losses, changes in insurance liabilities, impairments, increased valuation allowances, increases in reserves, reduced net investment income and changes in unrealized gain or loss positions.

Declining equity markets may decrease the account value of our products, reducing certain fees generated by these products, which may increase the level of insurance liabilities we carry, accelerate the amortization of deferred policy acquisition costs (“DAC”), and [added: require us to] increase funding to our captive reinsurers.

Pandemics and other public health [removed: issues (such as the ongoing COVID-19 Pandemic),] [added: issues,] and governmental, business, and consumer reactions to them, have affected and may continue to affect economic conditions.

They have and may continue to cause illnesses and deaths, changes in consumer or business [removed: confidence] [added: confidence, behavior] and activity, changes to interest [removed: rates,] [added: rates] and [added: other market risk factors, and] governmental or other restrictions on economic activity for prolonged periods.

Interest rate increases may harm the value of our investment portfolio, for example, by decreasing the estimated fair [removed: values] [added: value] of fixed income securities, and may increase our daily settlement payments on interest rate futures and cleared swaps, resulting in increased cash outflows and liquidity needs.

Changes in leasable commercial space supply and demand, pandemics and other public health [removed: issues (such as the ongoing COVID-19 Pandemic),] [added: issues,] creditworthiness of tenants and partners, capital markets volatility, interest rate fluctuations, commodity prices, farm incomes, housing and commercial property market conditions, and real estate investment supply and demand may adversely impact our investments in commercial, agricultural and residential mortgage loans, and real estate and real estate joint ventures.

If our counterparties, clearing brokers or central clearinghouses fail or refuse to honor their obligations under our [removed: derivatives,] [added: derivatives agreements,] our risks may not be hedged.

In cases of volatility, [removed: disruptions,] [added: disruption,] or other conditions in global capital [removed: markets] [added: markets,] we may have to seek additional financing, the availability and cost of which could be adversely affected by market conditions, regulatory considerations, availability of credit to our industry generally, our credit ratings and credit capacity, reduced business activity, or investment losses, and the perception of our financial prospects.

Reinsurers may increase our reinsurance costs, or may decline to offer us reinsurance, due to policy changes related to pandemics or other public health issues (such as the [removed: ongoing] COVID-19 [removed: Pandemic),] [added: pandemic),] market conditions, or other factors.

Regulators have reacted and may continue to react to pandemics and other public health issues (such as the [removed: ongoing] COVID-19 [removed: Pandemic).][added: pandemic).]

Our New York [removed: regulator's] [added: insurance regulator’s] annual SCL for year-end asset adequacy testing may impose unforeseen assumptions or requirements that require us to increase or release reserves, which could affect our statutory capital and surplus.

Governmental bodies may delay acting on or implementing regulatory or policy changes due to pandemics or other public health issues, or because they are attending to pandemic or public health issues rather than [removed: on] [added: to] other topics.

Regulators or private parties may bring class actions, individual suits, or investigations seeking large recoveries alleging wrongs relating to sales or underwriting practices, claims payments and procedures, failure to adequately or appropriately supervise, inappropriate compensation contrary to licensing requirements, product design, disclosure, administration, investments, denial or delay of benefits, pandemic- or other public health-related practices (such as those related to the [removed: ongoing] COVID-19 [removed: Pandemic),] [added: pandemic),] data security incidents, discriminatory or inequitable practices, and breaches of fiduciary or other duties.

We May Face Changes to Interest Rates, the Value of our Financial Instruments, the Competitiveness of our Products, the Performance of our Investments, and our Relationships Due to LIBOR’s [removed: Termination] [added: Discontinuation] and the Uncertainties in Our [removed: transition] [added: Transition] to Alternative Reference Rates

[removed: Any change or discontinuation of] [added: Differences between] LIBOR [removed: (or other benchmark rates) may change interest rates] and the [added: applicable alternative reference rates may impact the] value of, return on, and markets for, a broad array of our products, our financial instruments, the instruments in which we invest, or interest rates on our borrowing or debt.

The effects on our business and investments will vary depending on [added: the transition of our] existing [added: LIBOR contracts to alternative reference rates, including the adequacy of LIBOR] fallback provisions in [removed: individual] [added: such] contracts and whether, how, and when industry participants [removed: continue to develop and] adopt alternative reference rates [removed: and fallbacks] for [removed: both legacy and] new products or instruments.

We may not effectively hedge or manage risks from differences among applicable [removed: fallback] [added: alternative reference] rates or [added: timing of] when [removed: those] [added: such] rates take effect.

Any such uncertainties or ineffective management may harm our reputation, our relationships with our investors, customers, or regulators, [added: our] financial condition, and our business operations.

Some of our shareholders, investors and customers, or those considering such a relationship with us, evaluate our business or other practices according to a variety of [removed: environmental, social, and governance (“ESG”)] [added: ESG] standards and expectations.

Some of our regulators have proposed [added: or announced that they plan to propose] ESG rules or announced that they intend to review our practices against ESG standards; others may yet do so.

Our investors or others may evaluate our practices by ESG criteria that are continually evolving and not always [removed: clear.][added: clear or readily measurable.]

Our decisions or priorities must also necessarily, and simultaneously, take account of [removed: several] [added: multiple] business goals and interests.

Our practices may [removed: also] not change in the particulars or at the rate stakeholders expect.

We may fail to meet our commitments or targets, and our policies and processes to evaluate and manage ESG standards in coordination with other business priorities may not prove completely effective or [added: fully] satisfy investors, regulators, or others.

MetLife, Inc. may also not meet [removed: our] [added: its] free cash flow or shareholder cash distribution goals.

Pandemics and other major public health issues (such as the [removed: ongoing] COVID-19 [removed: Pandemic)] [added: pandemic)] have affected and may continue to affect financial markets and our investment portfolio.

We may also encounter credit [removed: spreads] [added: spread] changes, increasing our borrowing costs and decreasing our product fee income.

We may realize losses that harm our financial metrics, which could harm our compliance with our credit [removed: instruments] [added: requirements] and rating agency capital adequacy measures.

Pandemics and other public health issues (such as the [removed: ongoing] COVID-19 [removed: Pandemic)] [added: pandemic)] have caused and may continue to cause increased claims under many of our policies (for example, life, disability, leave, long-term care, [added: major medical] and supplemental health products), raising our resulting costs.

We face other risks that may affect our global operations and investments, including those related to [added: the imposition of tariffs or other barriers to] international [added: trade, changes to international] trade agreements, uncertainties in intergovernmental organizations, pension system reforms, labor problems with workers’ associations or trade [removed: unions.][added: unions, and reliance on interconnected information systems and the security of such systems.]

Competitive pressures, based on a number of factors including service, product features, scale, price, financial strength, claims-paying ratings, credit ratings, e-business capabilities, name recognition, performance against ESG metrics, technology, adaptation in light of pandemics and other public health [removed: issues (such as the ongoing COVID-19 Pandemic),] [added: issues,] and other factors, may adversely affect the persistency of our products and our ability to sell products in the future.

We [removed: May] Face Technological Changes That Present New and Intensified [removed: Challenges][added: Challenges and May Fail to Foresee or Adapt to These Changes]

[removed: We] [added: For example, our assumptions, models and reserves] may [added: need to] be [added: modified if we are] unable to accurately, timely, or completely process the increased volume and variety of information relating to our businesses, including information related to deaths, that new technological tools for data collection and analysis make available.

[removed: Changes in] [added: Steps taken to adapt to these changes, such as changes to the method of] collection and analysis of [removed: data] [added: data,] could [added: also] expose us to [removed: regulatory] [added: litigation] or [added: other regulatory and] legal actions.

Technological changes may [removed: change] [added: affect our business model and] how we interact with existing or prospective customers, [removed: who may expect increased choices,] and [removed: we] [added: evolving consumer preferences] may [removed: have to] [added: require a] redesign [added: of] our products [removed: as a result.][added: and investment composition.]

[removed: Our] [added: Similarly, our] distribution channels may become more automated to increase flexibility of access to our services and products.

We may incur significant costs to implement [removed: these] [added: and adapt to such] changes.

If we are unsuccessful, our [added: results of operations,] competitive [removed: position] [added: position, reputation] and [added: customer and] distribution relationships may be harmed.

Pandemics and other public health issues [removed: (such as the ongoing COVID-19 Pandemic)] or other events may continue to cause a large number of illnesses or deaths.

The FCA, the U.K. regulator of LIBOR, and the ICE Benchmark Administration, the administrator of LIBOR, have announced the publication cessation dates for all U.S. Dollar and non-U.S. Dollar LIBOR settings.

Most settings ceased at the end of December 2021 and the remaining U.S. Dollar settings (overnight and one-, three-, six- and 12-month U.S. Dollar LIBOR) will cease at the end of June 2023.

We continue to actively transition to the alternative reference rates.

Customers and potential customers may be prohibited or choose not to do business with us based on our sustainability practices and related policies and actions.

Our business operations rely on functioning and secure information systems and those of our vendors.

Technological changes present us with new or intensified challenges, and if we are unable to foresee or adapt to these changes, our business, results of operations and financial condition may be adversely affected.

If we are unable to update our business model to match evolving consumer preferences and purchasing behavior, our business, results of operations and financial condition may be adversely affected.

New technologies may impact the configuration of our information systems, and how they connect with those of our vendors, service providers and/or partners.

Such technological developments may introduce or uncover information security vulnerabilities, which may result in breaches or increased costs associated with maintaining appropriate cybersecurity and data protection measures.

Any such vulnerability that results in a security breach or failure of our information systems, or those of third parties on which we rely, may result in regulatory action, negative impacts to our business operations, and reputational harm.

The institution of protocols relating to the COVID-19 pandemic and policies relating to workplace flexibility may exacerbate these concerns.

Notwithstanding our compliance with regulatory and accounting requirements in relation to internal controls and our conclusion that internal control over financial reporting is effective as of the date reported, there is a risk that the Company’s internal controls will prove ineffective and significant deficiencies or material weaknesses in internal controls may occur in the future.

Our business is highly dependent upon the effective operation of our information systems, and those of our service providers, vendors, and other third parties.

Our business relies on the proper functioning of these systems, including processing claims, transactions and applications, providing information to customers and distributors, performing actuarial analyses, and other core business functions.

A failure in the security of such systems or a failure to maintain the security of such systems, or the confidential information stored thereon, may adversely affect our ability to conduct business, result in regulatory enforcement action, and harm our results of operations, financial condition and reputation.

Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue.

If we or our vendors fail to prevent, detect, address and mitigate such incidents, we may suffer significant financial and reputational harm.

There is no assurance that our security measures or those of our vendors, including information security policies, administrative, technical and physical controls and other actions designed as preventative, will provide fully effective protection from such events.

In addition, we routinely transmit, receive and store personal, confidential and proprietary information by electronic means, including customers’ confidential health-related information.

Such failure may result in our or our vendors’ intentional or unintentional disclosure or misuse of confidential information, as well as others’ misappropriation of such confidential information, which could damage our reputation, reduce demand for our products and services and subject us to significant legal and regulatory liability and expenses, which would harm our business, results of operations and financial condition.

This may result in harm to our reputation.

We also have an increasing challenge of attracting and retaining highly qualified personnel to assist us in combating these security threats.

We are continuously evaluating and enhancing our cybersecurity and information security systems and creating new systems and processes.

However, there can be no assurance that these measures will be effective in preventing or limiting the impact of future cybersecurity incidents.

Changes in accounting rules applicable to our business may have an adverse impact on our results of operations and financial condition.

For a discussion of the impact of accounting pronouncements issued but not yet implemented, see Note 1 of the Notes to the Consolidated Financial Statements.

Regulators, agencies, or benchmark administrators may change how LIBOR is determined, discontinue reliance on LIBOR as a benchmark rate as planned, or establish additional alternative reference rates.

Technological changes may present us with new or intensified challenges.

We may modify our assumptions, models, or reserves as a result of our review of such information.

Technological advances may also change our investments composition and results.

public health incidents, and pandemics, and their affects may increase over time.

We may find it difficult or impossible to obtain required or appropriate signatures from our representatives, customers, or others for a variety of purposes, including property title-related or other governmental filings, increasing the uncertainties and risks from a variety of transactions, such as product sales, regulatory matters, or real estate-related transactions.

We may identify internal control deficiencies, disclosure control deficiencies, or material weaknesses.

Pandemics and other public health issues (such as the ongoing COVID-19 Pandemic) may affect our internal controls or disclosure controls by imposing new, less-seasoned processes, procedures, and controls to respond to changes in our business environment.

If any employees who are key to our controls become ill or are unable to work effectively, this may also affect our internal or disclosure controls.

As a result, we may intentionally or unintentionally disclose or misuse confidential personal information, or others may misappropriate it.

We may not be able to predict or assess the effects of these changes.

| [Forward-Looking Statements and Other Financial [removed: Information](#i0172f8acfce34112aea346192e73c2a3_265)] [added: Information](#i1660f8fa407048f2bb3753287c38e333_205)] | | | [removed: [50](#i0172f8acfce34112aea346192e73c2a3_265)] [added: [52](#i1660f8fa407048f2bb3753287c38e333_205)] | | |

| [Summary of Critical Accounting [removed: Estimates](#i0172f8acfce34112aea346192e73c2a3_328)] [added: Estimates](#i1660f8fa407048f2bb3753287c38e333_268)] | | | [removed: [60](#i0172f8acfce34112aea346192e73c2a3_328)] [added: [62](#i1660f8fa407048f2bb3753287c38e333_268)] | | |

| [Acquisitions and [removed: Dispositions](#i0172f8acfce34112aea346192e73c2a3_364)] [added: Dispositions](#i1660f8fa407048f2bb3753287c38e333_304)] | | | [removed: [67](#i0172f8acfce34112aea346192e73c2a3_364)] [added: [70](#i1660f8fa407048f2bb3753287c38e333_304)] | | |

| [Liquidity and Capital [removed: Resources](#i0172f8acfce34112aea346192e73c2a3_625)] [added: Resources](#i1660f8fa407048f2bb3753287c38e333_565)] | | | [removed: [119](#i0172f8acfce34112aea346192e73c2a3_625)] [added: [118](#i1660f8fa407048f2bb3753287c38e333_565)] | | |

[removed: | [Future] [added: Future] Adoption of [removed: New] Accounting [removed: Pronouncements](#i0172f8acfce34112aea346192e73c2a3_811) | | | [136](#i0172f8acfce34112aea346192e73c2a3_811) | | |][added: Pronouncements]

| [Non-GAAP and Other Financial [removed: Disclosures](#i0172f8acfce34112aea346192e73c2a3_814)] [added: Disclosures](#i1660f8fa407048f2bb3753287c38e333_754)] | | | [removed: [137](#i0172f8acfce34112aea346192e73c2a3_814)] [added: [135](#i1660f8fa407048f2bb3753287c38e333_754)] | | |

See “— Non-GAAP and Other Financial Disclosures” for definitions and a discussion of these and other financial measures, and “— Results of Operations” [added: and “— Investments”] for reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP measures.

For information relating to the Company’s financial condition and results of operations as of and for the year ended December 31, [removed: 2018,] [added: 2019,] as well as for the year ended December 31, [removed: 2019] [added: 2020] compared with the year ended December 31, [removed: 2018,] [added: 2019,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

During [removed: 2020,] [added: 2021,] adjusted premiums, fees and other revenues, net of foreign currency fluctuations, [removed: increased] [added: decreased] compared to [removed: 2019 in many of our segments, and most significantly in our U.S. segment, despite] [added: 2020 driven by] the [removed: negative impacts] [added: disposition] of [removed: the COVID-19 Pandemic and related restrictions.][added: MetLife P&C.]

Underwriting experience was [removed: favorable compared to 2019,] [added: unfavorable] and reflected impacts from the COVID-19 [removed: Pandemic and related restrictions.][added: pandemic.]

The following represents segment level results and percentage contributions to total segment level adjusted earnings available to common shareholders for the year ended December 31, [removed: 2020:][added: 2021:]

[removed: ][added: ]

(1) Excludes Corporate & Other adjusted loss available to common shareholders of [removed: $749] [added: $399] million.

Year Ended December 31, [removed: 2020] [added: 2021] Compared with the Year Ended December 31, [removed: 2019][added: 2020]

| [removed: ] [added: ] | | | | | | | | | | | | Consolidated Results - Highlights | | | | | |

| Net income (loss) available to MetLife, Inc.’s common shareholders [removed: down $530 million:] [added: up $1.2 billion:] | | | | | | | | | | | | | | | | | |

| • | | | Unfavorable change in net [removed: investment] [added: derivative] gains (losses) of [removed: $554 million ($438 million,] [added: $3.6 billion ($2.8 billion,] net of income [removed: tax)] [added: tax)(3)] | | | | | | | | | | | | | | |

| • | | | [removed: Unfavorable] [added: Favorable] change from annual actuarial assumption reviews of [removed: $177] [added: $97] million [removed: ($139] [added: ($85] million, net of income [removed: tax) (2)] [added: tax)(2)] | | | | | | | | | | | | | | |

[removed: | • | | | Favorable] [added: The favorable] change in net derivative gains (losses) [removed: of $721] [added: on VA program derivatives was $147] million [removed: ($570] [added: ($116] million, net of income [removed: tax) (3) | | | | | | | | | | | | | | |][added: tax).]

| • | | | Adjusted earnings available to common shareholders [removed: down $144 million] [added: up $2.3 billion] | | | | | | | | | | | | | | |

| (2) Includes amounts recognized in net derivative gains (losses) and adjusted earnings available to common shareholders. See “— Results of Operations — Consolidated Results — Year Ended December 31, [removed: 2020] [added: 2021] Compared with the Year Ended December 31, [removed: 2019] [added: 2020] — Actuarial Assumption [removed: Review and Certain Other Insurance Adjustments”] [added: Review”] for additional information. | | | | | | | | | | | | | | | | | |

| (3) Includes amounts relating to investment hedge adjustments, which are also included in adjusted earnings available to common shareholders. See “— [removed: Investments —] [added: Investments— Current Environment—] Investment Portfolio Results” for additional information. | | | | | | | | | | | | | | | | | |

| Adjusted earnings available to common shareholders [removed: down $144 million:] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | $ | (399) | | | | | $ | 7,954 | |]

| • | | | Our results for [removed: 2019] [added: 2021 also] included the following: | | | | | | | | | | | | | | |

| | | | [removed: •] [added: •] | | | [added: the] unfavorable impact from our annual actuarial assumption review of [removed: $143] [added: $140] million, net of income [removed: tax] [added: tax.] | | | | | | | | | | | |

[removed: The] [added: While the] economic projections of the Federal Reserve Board suggest that the [removed: current] [added: interest rates will increase in 2022, a prolonged] low interest rate environment [removed: will continue until 2023, and potentially longer.][added: still remains possible.]

See “— Industry Trends — Impact of [removed: a Sustained Low] [added: Market] Interest [removed: Rate Environment”] [added: Rates”] for discussion of the mitigating actions the Company has taken to reduce interest rate [removed: sensitivity] [added: sensitivity,] as market interest rates are a key driver of our results.

See [removed: “Risk Factors.”] [added: “— Industry Trends — Financial and Economic Environment.”] We have implemented risk management and business continuity plans and taken preventive measures and other precautions, such as employee business travel restrictions and remote work arrangements which, to date, have enabled us to maintain our critical business processes, customer service levels, relationships with key vendors, financial reporting systems, internal controls over financial reporting and disclosure controls and procedures.

[removed: We granted] [added: In 2021] and [removed: continue to grant] [added: 2020, we granted] certain accommodations to our customers, borrowers and lessees, including (i) waiving exclusions, such as deferred rate increases, extending premium grace periods, waiving late payment fees, and relaxing claim documentation requirements, (ii) credits on [removed: auto and] insured dental premiums, (iii) payment deferrals and other loan modifications on certain commercial, agricultural and residential mortgage loans, and (iv) certain operating and direct financing lease concessions.

See [added: also] Note 8 of the Notes to the Consolidated Financial Statements for further information regarding COVID-19 [removed: Pandemic-related] [added: pandemic-related] mortgage loan [removed: and lease] concessions.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $4.5] [added: $5.4] billion of cash and liquid assets at the holding companies which is above the high end of our $3.0 billion to $4.0 billion holding company cash target.

In [removed: 2021,] [added: 2022,] we expect to maintain this holding company cash target and expect to be [removed: within] [added: at] or above the high end of this range.

Our capital stress testing and longstanding commitment to liquidity position us to withstand [removed: the current crisis.][added: a variety of economic conditions.]

Assuming (i) interest rates following the observable forward yield curves as of December 31, [removed: 2020,] [added: 2021,] including a 10-year U.S. Treasury rate of [removed: 0.91%] [added: 1.51%] at December 31, [removed: 2020,] [added: 2021,] and [removed: 1.12%] [added: 1.73%] at December 31, [removed: 2021, and] [added: 2022,] (ii) a mid-single digit S&P 500 equity index [removed: increase for] [added: annual return over] the [removed: full year 2021,] [added: near-term, and (iii) positive low double digit private equity annual returns over the near-term consistent with historical long-term averages;] we expect [added: to maintain] the [added: two-year] average annual ratio of free cash flow to adjusted [removed: earnings over the two-year period of 2020 and 2021 to be] [added: earnings, excluding total notable items, at] 65% to 75%.

[removed: In addition,] [added: Lastly,] we remain on track to generate approximately $20.0 billion of free cash flow over the time period of 2020 through 2024.

[removed: We] [added: Based on the aforementioned assumptions, we] continue to target an adjusted return on equity, excluding accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments [removed: (“FCTA”)] [added: (“FCTA”),] of 12% to 14% over the [removed: near-term assuming non-recessionary market conditions.][added: near-term.]

We are fully committed to achieving a [added: full year] direct expense ratio, excluding total notable items related to direct expenses and pension risk [removed: transfers below 12.3%.][added: transfers, of less than 12.3% over the near-term.]

Furthermore, we [removed: also remain fully committed] [added: continue] to [added: execute on] our Next Horizon Strategy, which was introduced at our December 2019 Investor Day.

Due to the evolving and highly uncertain nature of the COVID-19 [removed: Pandemic] [added: pandemic] and other factors, we will continually review our assumptions, [removed: implementing] [added: implement] mitigation plans, and [removed: taking] [added: take] precautions.

Our business and results of operations are materially affected by conditions in the global capital markets and the economy [removed: generally.][added: generally due to our market presence in numerous countries, large investment portfolio and the sensitivity of our insurance liabilities and derivatives to changing market factors.]

| [Executive Summary](#i1660f8fa407048f2bb3753287c38e333_208) | | | [52](#i1660f8fa407048f2bb3753287c38e333_208) | | |

| [Industry Trends](#i1660f8fa407048f2bb3753287c38e333_235) | | | [55](#i1660f8fa407048f2bb3753287c38e333_235) | | |

| [Results of Operations](#i1660f8fa407048f2bb3753287c38e333_307) | | | [72](#i1660f8fa407048f2bb3753287c38e333_307) | | |

| [Investments](#i1660f8fa407048f2bb3753287c38e333_391) | | | [91](#i1660f8fa407048f2bb3753287c38e333_391) | | |

| [Derivatives](#i1660f8fa407048f2bb3753287c38e333_466) | | | [108](#i1660f8fa407048f2bb3753287c38e333_466) | | |

| [Policyholder Liabilities](#i1660f8fa407048f2bb3753287c38e333_505) | | | [110](#i1660f8fa407048f2bb3753287c38e333_505) | | |

| [Adopt](#i1660f8fa407048f2bb3753287c38e333_748)[ed](#i1660f8fa407048f2bb3753287c38e333_748) [](#i1660f8fa407048f2bb3753287c38e333_748)[Accounting Pronouncements](#i1660f8fa407048f2bb3753287c38e333_748) | | | [134](#i1660f8fa407048f2bb3753287c38e333_748) | | |

| [Risk Mana](#i1660f8fa407048f2bb3753287c38e333_11800)[gement](#i1660f8fa407048f2bb3753287c38e333_11800) | | | [138](#i1660f8fa407048f2bb3753287c38e333_11800) | | |

| [Subsequent Events](#i1660f8fa407048f2bb3753287c38e333_760) | | | [140](#i1660f8fa407048f2bb3753287c38e333_760) | | |

COVID-19 Pandemic

See “— Results of Operations — Segment Results and Corporate & Other” for further information regarding the effect of the COVID-19 pandemic on our businesses.

Growth in our Group Benefits business in our U.S. segment and the acquisition of Versant Health, Inc. (“Versant Health”) resulted in higher adjusted premiums, fees and other revenues.

Strong returns in our private equity and real estate portfolios resulted in improved investment yields.

Results for 2021 also included the gain on the sale of MetLife P&C, favorable tax adjustments and the release of a legal reserve.

Changes in long-term interest rates drove an unfavorable change in net derivative gains (losses).

In addition, results in both years included a charge due to the impact of our annual actuarial assumption review.

| • | | | Favorable change in net investment gains (losses) of $1.6 billion ($1.3 billion, net of income tax) | | | | | | | | | | | | | | |

| Adjusted earnings available to common shareholders up $2.3 billion primarily due to (i) higher investment yields due to strong returns in our private equity and real estate portfolios, (ii) an increase in net investment income due to a larger average invested asset base, and (iii) lower interest credited expenses, partially offset by (i) unfavorable underwriting, which reflected impacts from the COVID-19 pandemic, and (ii) the disposition of MetLife P&C, which decreased adjusted earnings by $322 million. | | | | | | | | | | | | | | | | | |

| | | | • | | | the favorable impact of tax adjustments totaling $140 million related to an IRS audit settlement and the non-cash transfer of assets from a wholly-owned U.K. investment subsidiary to its U.S. parent | | | | | | | | | | | |

| | | | • | | | the favorable impact of a legal reserve release of $66 million | | | | | | | | | | | |

We continue to closely monitor developments relating to the COVID-19 pandemic and assess its impact on our business operations, investment portfolio and derivatives.

See “— COVID-19 Pandemic.” Due to the continued uncertainty around the COVID-19 pandemic in 2022, we have excluded assumptions related to COVID-19 from our near-term targets.

We believe that our investment portfolio is highly diversified and positioned to perform well in a variety of economic scenarios, including disruptions caused by the COVID-19 pandemic.

Due to higher 2021 adjusted earnings, we expect the 2021-2022 ratio to be at the lower end of the range before moving higher in 2022-2024.

In the United States, the Federal Reserve Board has begun to reduce its asset purchases and will end all such purchases by March 2022.

Additionally, the board members’ forecasts suggest the policy rate is likely to increase in 2022.

The European Central Bank (“ECB”) also announced that it will end its pandemic asset purchase program by March 31, 2022; however, it plans to continue its net asset purchases at a slower pace through 2022 in order to ease the transition.

The ECB has stated its willingness to maintain its policies despite inflation being currently above target levels, as economic activity and price levels continue to rebound from COVID-19 pandemic-depressed levels.

The Bank of England raised interest rates in December 2021 to combat rising inflation and, as planned, ended its quantitative easing program in 2021.

The Bank of England is expected to further raise policy interest rates in 2022.

In Japan, the Bank of Japan has begun to taper its monetary easing program but does not plan to adjust interest rates despite the uncertainty regarding global inflation.

In order to further enhance its effectiveness and sustainability, the Bank of Japan (i) introduced a program to promote lending which will enable the Bank of Japan to mitigate potential negative side effects of further reductions in short and long-term interest rates; (ii) has clarified the target range of yield curve fluctuations for the 10-year Japanese government bond, including an upper limit when necessary, and (iii) announced greater purchasing flexibility for exchange-traded funds and Japan real estate investment trusts.

Impact of Market Interest Rates

Increases and decreases in such rates, as well as extended periods of stagnation, may impact our business and investments in various ways.

See “— Impact of a Rising Interest Rate Environment” and “— Interest Rate Scenarios.”

In our group life and disability businesses, premiums increase as compensation levels of our customers’ employees increase.

Impact of a Rising Interest Rate Environment

Periods of rising U.S. interest rates may cause us to:

- Reinvest investment proceeds in higher yielding assets and experience lower frequency prepayment or redemption of assets in our portfolio;

- Decrease our reserves related to policy liabilities;

| [Executive Summary](#i0172f8acfce34112aea346192e73c2a3_268) | | | [50](#i0172f8acfce34112aea346192e73c2a3_268) | | |

| [Industry Trends](#i0172f8acfce34112aea346192e73c2a3_295) | | | [54](#i0172f8acfce34112aea346192e73c2a3_295) | | |

| [Economic Capital](#i0172f8acfce34112aea346192e73c2a3_361) | | | [67](#i0172f8acfce34112aea346192e73c2a3_361) | | |

| [Results of Operations](#i0172f8acfce34112aea346192e73c2a3_367) | | | [69](#i0172f8acfce34112aea346192e73c2a3_367) | | |

| [Effects of Inflation](#i0172f8acfce34112aea346192e73c2a3_448) | | | [87](#i0172f8acfce34112aea346192e73c2a3_448) | | |

| [Investments](#i0172f8acfce34112aea346192e73c2a3_451) | | | [88](#i0172f8acfce34112aea346192e73c2a3_451) | | |

| [Derivatives](#i0172f8acfce34112aea346192e73c2a3_526) | | | [108](#i0172f8acfce34112aea346192e73c2a3_526) | | |

| [Off-Balance Sheet Arrangements](#i0172f8acfce34112aea346192e73c2a3_544) | | | [110](#i0172f8acfce34112aea346192e73c2a3_544) | | |

| [Insolvency Assessments](#i0172f8acfce34112aea346192e73c2a3_562) | | | [111](#i0172f8acfce34112aea346192e73c2a3_562) | | |

| [Policyholder Liabilities](#i0172f8acfce34112aea346192e73c2a3_565) | | | [111](#i0172f8acfce34112aea346192e73c2a3_565) | | |

| [Adoption of New Accounting Pronouncements](#i0172f8acfce34112aea346192e73c2a3_808) | | | [136](#i0172f8acfce34112aea346192e73c2a3_808) | | |

See “— Consolidated Company Outlook” for a discussion of the impact of the COVID-19 Pandemic on the Company.

Positive net flows drove an increase in our investment portfolio; however, investment yields declined.

Expenses, including interest credited expenses, also declined.

In addition, our annual actuarial assumption review resulted in a charge that was higher than the 2019 charge.

A favorable change in net derivative gains (losses) over 2019 was primarily the result of a decline in long-term interest rates.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| • | | | The primary drivers of the decrease in adjusted earnings were lower investment yields and a higher effective tax rate. These declines were partially offset by higher net investment income due to a larger asset base, and a decrease in expenses, including interest credited expenses. | | | | | | | | | | | | | | |

| | | | • | | | a $17 million, net of income tax, charge due to an increase in our incurred but not reported (“IBNR”) long-term care reserves, reflecting enhancements to our methodology related to potential claims | | | | | | | | | | | |

| | | | • | | | expenses associated with our previously announced unit cost initiative of $332 million, net of income tax | | | | | | | | | | | |

| | | | • | | | a $317 million tax benefit related to the resolution of an uncertainty regarding the deemed repatriation transition tax enacted as a part of the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”) | | | | | | | | | | | |

| | | | • | | | a $222 million benefit from the IRS audit settlement related to the tax treatment of a wholly-owned U.K. investment subsidiary of MLIC, which was comprised of a $158 million tax benefit and a $64 million interest benefit | | | | | | | | | | | |

Governments and businesses have taken numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, social distancing, shelter in place or total lock down orders, and business limitations and shutdowns.

Some governments and businesses have begun to ease some restrictions.

Others have reinstated restrictions they previously lifted.

Nevertheless, these measures have disrupted and will continue to disrupt business activity and have resulted in an economic slowdown and volatility in the financial markets, to which governments and central banks around the world have responded with unprecedented fiscal and monetary policies.

Although vaccines have become available, distribution and access are expected to take time before a significant percentage of the population is vaccinated.

See “— Industry Trends — Financial and Economic Environment.”

In addition, a prolonged low or near zero interest rate environment remains possible.

We believe that our investment portfolio is highly diversified and well positioned to withstand economic downturns; however, we expect that the market-related effects of the COVID-19 Pandemic, as well as the sustained low interest rate environment, will continue to have an impact across our investment portfolio.

Events related to the COVID-19 Pandemic may continue to adversely affect certain of our business operations, investment portfolio, derivatives, financial results or financial condition.

See also, “— Results of Operations — Segment Results and Corporate & Other — U.S.”

We have, and may continue to maintain, a higher than normal level of short-term liquidity, which may adversely affect net investment income if the reinvestment process occurs over an extended period of time.

However, (i) given the possible effects of the COVID-19 Pandemic and other events, (ii) given our exclusion of MetLife P&C from adjusted earnings because we expect to close its disposition in the second quarter 2021, and (iii) assuming (a) interest rates follow the observable forward yield curves as of December 31, 2020, including our updated assumptions for the 10-year U.S. Treasury rates noted in the paragraph above, (b) a mid-single digit S&P 500 equity index increase for the full year 2021, and (c) positive low double digit private equity returns in 2021, we could be below the low end of the target range in 2021.

We expect pressure on this ratio in 2021 due to the pending disposition of MetLife P&C with its lower direct expense ratio, but we intend to continue to exercise expense discipline and be below 12.3% for 2022.

Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio and our insurance liabilities and derivatives are sensitive to changing market factors.

See “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions.”

We have market presence in numerous countries and, therefore, our business operations are exposed to risks posed by local and regional economic conditions.

See “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions — Currency Exchange Rate Risks.”

For example, certain measures taken by governments and businesses as a result of the COVID-19 Pandemic to respond to the spread of the virus have disrupted business activity and have resulted in an economic slowdown and volatility in financial markets.

Our exposure to interest rate changes results most significantly from our holdings of fixed maturity securities [added: AFS] and derivatives, as well as our interest rate sensitive liabilities.

Equity exposures associated with [added: real estate and] limited partnership interests are excluded from this discussion as they are not considered financial instruments under GAAP.

This is achieved through direct investments in matching currency or through the use of foreign currency exchange [added: rate] derivatives.

We manage equity market risk on an integrated basis with other risks through our ALM strategies, including the dynamic hedging [added: with derivatives] of certain variable annuity guarantee benefits, as well as reinsurance, in order to limit losses, minimize exposure to large risks, and provide additional capacity for future growth.

- Foreign Currency Exchange Rate Risk — We use foreign currency swaps, [added: futures,] forwards and options to hedge foreign currency exchange rate risk.

- Macro Hedge Program — We use equity options, equity TRRs, interest rate [removed: swaptions and] [added: swaptions,] interest rate swaps [added: and Treasury lock] to mitigate the potential loss of legal entity statutory capital under stress scenarios.

In performing the analysis summarized below, we used market rates at December 31, [removed: 2020.][added: 2021.]

- interest sensitive and foreign currency exchange rate sensitive liabilities do not include [removed: $223.8] [added: $217.5] billion, at carrying value, of insurance contracts.

| Interest rate risk | | | $ | [removed: 4,012] [added: 4,989] | |

| Foreign currency exchange rate risk | | | $ | [removed: 8,389] [added: 7,239] | |

| Equity market risk | | | $ | [removed: 370] [added: 123] | |

| Fixed maturity securities AFS | | | | | | | | | $ | [removed: 354,809] [added: 340,274] | | | | | $ | [removed: (3,446)] [added: (4,562)] | |

| Equity securities | | | | | | | | | $ | [removed: 1,079] [added: 1,269] | | | | | [removed: —] [added: (1)] | | |

| FVO securities | | | | | | | | | $ | [removed: 1,611] [added: 1,602] | | | | | [removed: (6)] [added: (7)] | | |

| Policy loans | | | | | | | | | $ | [removed: 11,598] [added: 10,751] | | | | | [removed: (46)] [added: (56)] | | |

| Short-term investments | | | | | | | | | $ | [removed: 3,904] [added: 7,176] | | | | | [removed: (1)] [added: (2)] | | |

| Other invested assets | | | | | | | | | $ | [removed: 2,073] [added: 1,984] | | | | | (2) | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 19,795] [added: 20,047] | | | | | — | | |

| Accrued investment income | | | | | | | | | $ | [removed: 3,388] [added: 3,185] | | | | | — | | |

| Premiums, reinsurance and other receivables | | | | | | | | | $ | [removed: 2,978] [added: 2,454] | | | | | (15) | | |

| Other assets | | | | | | | | | $ | [removed: 301] [added: 291] | | | | | (2) | | |

| Embedded derivatives within asset host contracts (2) | | | | | | | | | $ | [removed: 55] [added: 38] | | | | | — | | |

| Total assets | | | | | | | | | | | | | | | $ | [removed: (3,718)] [added: (5,000)] | |

| Payables for collateral under securities loaned and other transactions | | | | | | | | | $ | [removed: 29,475] [added: 31,920] | | | | | — | | |

| Short-term debt | | | | | | | | | $ | [removed: 393] [added: 341] | | | | | — | | |

| Long-term debt | | | | | | | | | $ | [removed: 18,332] [added: 16,621] | | | | | [removed: 196] [added: 237] | | |

| Collateral financing arrangement | | | | | | | | | $ | [removed: 710] [added: 630] | | | | | — | | |

| Junior subordinated debt securities | | | | | | | | | $ | [removed: 4,604] [added: 4,447] | | | | | [removed: 49] [added: 57] | | |

| Other liabilities | | | | | | | | | $ | [removed: 3,133] [added: 2,835] | | | | | [removed: 40] [added: 43] | | |

| Embedded derivatives within liability host contracts (2) | | | | | | | | | $ | [removed: 1,196] [added: 649] | | | | | [removed: 83] [added: 77] | | |

| Total liabilities | | | | | | | | | | | | | | | $ | [removed: 688] [added: 925] | |

| Interest rate swaps | | | $ | [removed: 57,497] [added: 46,527] | | | | | $ | [removed: 6,909] [added: 5,692] | | | | | $ | (547) | |

| Interest rate floors | | | $ | [removed: 12,701] [added: 7,701] | | | | | $ | [removed: 350] [added: 145] | | | | | [removed: (5)] [added: (8)] | | |

| Interest rate caps | | | $ | [removed: 40,730] [added: 65,559] | | | | | $ | [removed: 13] [added: 124] | | | | | [removed: 1] [added: 20] | | |

| Interest rate futures | | | $ | [removed: 1,498] [added: 1,615] | | | | | $ | [removed: (2)] [added: 4] | | | | | 3 | | |

| Interest rate options | | | $ | [removed: 17,746] [added: 11,754] | | | | | $ | [removed: 497] [added: 483] | | | | | [removed: (27)] [added: (68)] | | |

| Interest rate forwards | | | $ | [removed: 7,728] [added: 7,263] | | | | | $ | [removed: 383] [added: (56)] | | | | | [removed: (169)] [added: 8] | | |

| Interest rate total return swaps | | | $ | 1,048 | | | | | $ | [removed: (59)] [added: 5] | | | | | (33) | | |

| Synthetic GICs | | | $ | [removed: 38,646] [added: 40,121] | | | | | $ | — | | | | | — | | |

| Foreign currency forwards | | | $ | [removed: 17,743] [added: 17,866] | | | | | $ | [removed: (80)] [added: (688)] | | | | | [removed: (20)] [added: 15] | | |

The following discussion on market risk should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management.”

For purposes of this disclosure, “market risk” is defined as the risk of loss due to potential changes in the value of assets and liabilities arising from fluctuation in the financial market and other economic factors.

| | | | December 31, 2021 | | |

| | | | December 31, 2021 | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 82,788 | | | | | (353) | | |

| Policyholder account balances | | | | | | | | | $ | 122,932 | | | | | $ | 511 | |

| Foreign currency swaps | | | $ | 54,683 | | | | | $ | 185 | | | | | (133) | | |

| | | | December 31, 2021 | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 82,788 | | | | | (870) | | |

| Policy loans | | | | | | | | | $ | 10,751 | | | | | (140) | | |

| Policyholder account balances | | | | | | | | | $ | 122,932 | | | | | $ | 3,311 | |

| Synthetic GICs | | | $ | 40,121 | | | | | $ | — | | | | | — | | |

| Foreign currency swaps | | | $ | 54,683 | | | | | $ | 185 | | | | | 1,841 | | |

| Currency options | | | $ | 3,900 | | | | | $ | 139 | | | | | 185 | | |

| Equity variance swaps | | | $ | 699 | | | | | $ | 4 | | | | | — | | |

(3)Excludes $217.5 billion of liabilities, at carrying value, pursuant to insurance contracts reported within future policy benefits and other policy-related balances.

| | | | December 31, 2021 | | | | | | | | | | | | | | |

| Interest rate swaps | | | $ | 46,527 | | | | | $ | 5,692 | | | | | $ | — | |

| Interest rate floors | | | $ | 7,701 | | | | | $ | 145 | | | | | — | | |

| Interest rate caps | | | $ | 65,559 | | | | | $ | 124 | | | | | — | | |

| Interest rate futures | | | $ | 1,615 | | | | | $ | 4 | | | | | — | | |

| Interest rate options | | | $ | 11,754 | | | | | $ | 483 | | | | | — | | |

| Interest rate total return swaps | | | $ | 1,048 | | | | | $ | 5 | | | | | — | | |

| Synthetic GICs | | | $ | 40,121 | | | | | $ | — | | | | | — | | |

| Credit default swaps | | | $ | 11,668 | | | | | $ | 65 | | | | | — | | |

| Equity futures | | | $ | 4,204 | | | | | $ | 7 | | | | | (336) | | |

| Equity variance swaps | | | $ | 699 | | | | | $ | 4 | | | | | — | | |

| Equity total return swaps | | | $ | 3,025 | | | | | $ | (39) | | | | | (253) | | |

(3)Excludes $217.5 billion of liabilities, at carrying value, pursuant to insurance contracts reported within future policy benefits and other policy-related balances.

Risk Management

We have an integrated process for managing risk, which we conduct through multiple Board and senior management committees (financial and non-financial) across the Global Risk Management, ALM, Finance, Treasury, Investments and business segment departments.

The risk committee structure is designed to provide a consolidated enterprise-wide assessment and management of risk.

The ERC is responsible for reviewing all material risks to the enterprise and deciding on actions, if necessary, in the event risks exceed desired tolerances, taking into consideration industry best practices and the current environment to resolve or mitigate those risks.

Additional committees at the MetLife, Inc. and subsidiary company level manage capital and risk positions and establish corporate business standards.

Global Risk Management

Independent from the lines of business, the centralized Global Risk Management department, led by the CRO, coordinates across all committees to ensure that all material risks are properly identified, measured, aggregated, managed and reported across the Company.

The CRO reports to the Chief Executive Officer (“CEO”) and is primarily responsible for maintaining and communicating the Company’s enterprise risk policies and for monitoring and analyzing all material risks.

Global Risk Management considers and monitors a full range of risks against the Company’s solvency, liquidity, earnings, business operations and reputation.

Global Risk Management’s primary responsibilities consist of:

- implementing an enterprise risk framework, which outlines our enterprise approach for managing risk;

- developing policies and procedures for identifying, managing, measuring, monitoring and controlling those risks identified in the enterprise risk framework;

- coordinating ORSAs for Board, senior management and regulator use;

- establishing appropriate enterprise risk tolerance levels;

- recommending risk appetite statements and investment general authorizations to the Board;

- measuring capital on an economic basis; and

- reporting to (i) the Finance and Risk Committee of MetLife, Inc.’s Board of Directors; (ii) the Investment Committee of MetLife, Inc.’s Board of Directors; (iii) the Compensation Committee of MetLife, Inc.’s Board of Directors; and (iv) the financial and non-financial senior management committees on various aspects of risk.

Asset/Liability Management

We actively manage our assets using an approach that is liability driven and balances quality, diversification, asset/liability matching, liquidity, concentration and investment return.

The goals of the investment process are to optimize, net of income tax, risk-adjusted investment income and risk-adjusted total return while ensuring that the assets and liabilities are reasonably aligned on a cash flow and duration basis.

The ALM process is the shared responsibility of the ALM, Global Risk Management, and Investments departments, with the engagement of senior members of the business segments and Finance, and is governed by the ALM Committees.

The ALM Committees’ duties include reviewing and approving investment guidelines and limits, approving significant portfolio and ALM strategies and providing oversight of the ALM process.

The directives of the ALM Committees are carried out and monitored through ALM Working Groups which are set up to manage risk by geography, product or portfolio type.

The ALM Steering Committee oversees the activities of the underlying ALM Committees and Working Groups.

The ALM Steering Committee reports to the ERC.

We establish portfolio guidelines that define ranges and limits related to asset allocation, interest rate risk, liquidity, concentration and other risks for each major business segment, legal entity or insurance product group.

These guidelines support implementation of investment strategies used to adequately fund our liabilities within acceptable levels of risk.

We also establish hedging programs and associated investment portfolios for different blocks of business.

The ALM Working Groups monitor these strategies and programs through regular review of portfolio metrics, such as effective duration, yield curve sensitivity, convexity, value at risk, market sensitivities (to interest rates, equity market levels, equity volatility, and foreign currency exchange rates), stress scenario payoffs, liquidity, asset sector concentration and credit quality.

For purposes of this disclosure, “market risk” is defined as the risk of loss resulting from changes in interest rates, foreign currency exchange rates and equity markets.

| | | | December 31, 2020 | | |

__________________

| | | | December 31, 2020 | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 88,675 | | | | | (200) | | |

| Policyholder account balances | | | | | | | | | $ | 129,637 | | | | | $ | 320 | |

| Foreign currency swaps | | | $ | 52,975 | | | | | $ | (628) | | | | | (178) | | |

Long-term debt excludes $5 million related to CSEs.

| Mortgage loans | | | | | | | | | $ | 88,675 | | | | | (990) | | |

| Policy loans | | | | | | | | | $ | 11,598 | | | | | (158) | | |

| Policyholder account balances | | | | | | | | | $ | 129,637 | | | | | $ | 3,733 | |

| [Business Overview & [removed: Strategy](#i0172f8acfce34112aea346192e73c2a3_25)] [added: Strategy](#i1660f8fa407048f2bb3753287c38e333_25)] | | | [removed: [5](#i0172f8acfce34112aea346192e73c2a3_25)] [added: [5](#i1660f8fa407048f2bb3753287c38e333_25)] | | |

| [Segments and Corporate & [removed: Other](#i0172f8acfce34112aea346192e73c2a3_28)] [added: Other](#i1660f8fa407048f2bb3753287c38e333_28)] | | | [removed: [7](#i0172f8acfce34112aea346192e73c2a3_28)] [added: [7](#i1660f8fa407048f2bb3753287c38e333_28)] | | |

| [Policyholder [removed: Liabilities](#i0172f8acfce34112aea346192e73c2a3_109)] [added: Liabilities](#i1660f8fa407048f2bb3753287c38e333_109)] | | | [removed: [13](#i0172f8acfce34112aea346192e73c2a3_109)] [added: [12](#i1660f8fa407048f2bb3753287c38e333_109)] | | |

| [Underwriting and [removed: Pricing](#i0172f8acfce34112aea346192e73c2a3_112)] [added: Pricing](#i1660f8fa407048f2bb3753287c38e333_112)] | | | [removed: [13](#i0172f8acfce34112aea346192e73c2a3_112)] [added: [12](#i1660f8fa407048f2bb3753287c38e333_112)] | | |

| [Reinsurance [removed: Activity](#i0172f8acfce34112aea346192e73c2a3_121)] [added: Activity](#i1660f8fa407048f2bb3753287c38e333_121)] | | | [removed: [15](#i0172f8acfce34112aea346192e73c2a3_121)] [added: [13](#i1660f8fa407048f2bb3753287c38e333_121)] | | |

| [Human Capital [removed: Resources](#i0172f8acfce34112aea346192e73c2a3_193)] [added: Resources](#i1660f8fa407048f2bb3753287c38e333_154)] | | | [removed: [29](#i0172f8acfce34112aea346192e73c2a3_193)] [added: [29](#i1660f8fa407048f2bb3753287c38e333_154)] | | |

| [Information About Our Executive [removed: Officers](#i0172f8acfce34112aea346192e73c2a3_196)] [added: Officers](#i1660f8fa407048f2bb3753287c38e333_157)] | | | [removed: [30](#i0172f8acfce34112aea346192e73c2a3_196)] [added: [31](#i1660f8fa407048f2bb3753287c38e333_157)] | | |

[removed: Over the course of the next several years, we] [added: We] will continue to execute on our Next Horizon strategy, creating value focusing on the following three pillars:

[removed: ][added: ]

[removed: ][added: ]

In the United States, we provide a variety of insurance and financial services products, including life, dental, disability, vision, accident & health, capital market investment, [removed: property and casualty,] guaranteed interest, stable value and annuities.

Our U.S. segment is organized into [removed: three] [added: two] businesses: Group [removed: Benefits,] [added: Benefits and] Retirement and Income Solutions [removed: (“RIS”) and Property & Casualty.][added: (“RIS”).]

Our Group Benefits business offers life insurance, dental, group short- and long-term disability (“LTD”), individual disability, accidental death and dismemberment (“AD&D”) insurance, vision, and accident & health insurance, as well as prepaid legal [removed: plans.][added: plans, and has recently introduced pet insurance.]

| Major Products | | | | | | [added: | | |]

| *Vision* | | | Insurance, [removed: (and effective with our acquisition of Versant Health through] ASO arrangements, [added: and] managed eye health and vision care [removed: solutions)] [added: solutions] to assist employees, retirees and their families in maintaining vision health while reducing out-of-pocket expenses. Offered to commercial groups, individuals, health plans and government sponsored programs through a nationwide provider network, retail optical chains and online eyewear providers. | | |

| *Stable Value Products* | | | [added: | | |] *• General account guaranteed interest contracts* (“*GIC*s”) are designed to provide stable value investment options within tax-qualified defined contribution plans by offering a fixed maturity investment with a guarantee of liquidity at contract value for participant transactions. *• Separate account GIC*s are available to defined contribution plan sponsors by offering market value returns on separate account investments with a general account guarantee of liquidity at contract value. *•Synthetic GICs or “wraps”* are contracts available only to the sponsor of a participant-directed defined contribution plan. The contract “wraps” a portfolio of investments owned by the plan to provide a guarantee that plan participants will always be able to transact in their accounts at contract value. Generally, a wrap contract means that participants will not experience negative returns. *• Private floating rate funding agreements* are generally privately-placed, unregistered investment contracts issued as general account obligations with interest credited based on a specified rate, such as the three-month London Interbank Offered Rate [removed: (“LIBOR”).] [added: (“LIBOR”) or other agreed upon short-term benchmark rate.] These agreements are used for money market funds, securities lending cash collateral portfolios and short-term investment funds. | | |

| [added: *Annuities* | | |] *Pension Risk Transfers* | | | *General account* and *separate account annuities* are offered in connection with defined benefit pension plans which include single premium buyouts allowing for full or partial transfers of pension liabilities. *• General account annuities* include nonparticipating group contract benefits purchased for retired employees or active employees covered under terminating or ongoing pension plans. [removed: They also include longevity reinsurance contracts associated with the United Kingdom (the “U.K.”) risk transfer market, which provide fee income (including risk fees) in exchange for assuming longevity risk from pension plans insured by third parties. Premiums for U.K. longevity products (which incorporate this fee) are generally paid over the duration of the contract as opposed to a lump sum.] *• Separate account annuities* include both participating and non-participating group contract benefits. Participating contract benefits are purchased for retired, terminated, or active employees covered under active or terminated pension plans. The assets supporting the guaranteed benefits for each contract are held in a separate account, however, the Company fully guarantees all benefit payments. Non-participating contracts have economic features similar to our general account product, but offer the added protection of an insulated separate account. Under accounting principles generally accepted in the United States of America (“GAAP”), these annuity contracts are treated as general account products. | | |

| *Institutional Income Annuities* | | | General account contracts that are guaranteed payout annuities purchased for employees upon retirement or termination of employment. Contracts can be life or non-life contingent non-participating contracts which do not provide for any loan or cash surrender value and, with few exceptions, do not permit future considerations. | | | [added: | | |]

| *Structured Settlements* | | | Customized annuities designed to serve as an alternative to a lump sum payment in a lawsuit initiated because of personal injury, wrongful death, or a workers’ compensation claim or other claim for damages. Surrenders are generally not allowed, although commutations are permitted in certain circumstances. Guaranteed payments consist of life contingent annuities, term certain annuities and lump sums. | | | [added: | | |]

| *Capital Markets Investment Products* | | | [added: | | |] *• Funding agreement-backed notes* are offered in medium term note programs, under which funding agreements are issued to special-purpose trusts that issue marketable notes in U.S. dollars or foreign currencies. The proceeds of these note issuances are used to acquire funding agreements with matching interest and maturity payment terms from certain subsidiaries of MetLife, Inc. The notes are underwritten and marketed by major investment banks’ broker-dealer operations and are sold to institutional investors. *• Funding agreement-backed commercial paper* is issued by a special-purpose limited liability company which deposits the proceeds under a master funding agreement issued to it by Metropolitan Life Insurance Company (“MLIC”). The commercial paper is issued in U.S. dollars or foreign currencies, receives the same short-term credit rating as MLIC and is marketed by major investment banks’ broker-dealer operations. *• Funding agreements* are issued by certain of our insurance subsidiaries to regional Federal Home Loan Banks (“FHLB”) and to a subsidiary of the Federal Agricultural Mortgage Corporation (“Farmer Mac.”) | | |

| [removed: *Other Products and Services*] [added: *Benefit Funding Solutions*] | | | [removed: *Specialized] [added: Specialized] life insurance products and funding [removed: agreements*] [added: agreements] designed specifically to provide solutions for funding postretirement benefits and company-, bank- or trust-owned life insurance used to finance nonqualified benefit programs for executives. | | | [added: | | |]

Our Asia segment offers a broad range of products [added: and services] to both individuals and corporations, as well as to other institutions, and their respective employees.

See Note 3 of the Notes to the Consolidated Financial Statements for information [removed: regarding] [added: on] the Company's [removed: sale] [added: disposition] of [removed: its two wholly-owned subsidiaries,] MetLife [removed: Limited] [added: Property] and [removed: Metropolitan Life] [added: Casualty] Insurance Company [added: and certain] of [removed: Hong Kong Limited] [added: its wholly-owned subsidiaries] (collectively, “MetLife [removed: Hong Kong”).][added: P&C”).]

Outside of Japan, our distribution strategies vary by market and leverage a combination of career and independent agencies, bancassurance and direct [removed: marketing (including inbound and outbound telemarketing, online lead generation and sales).][added: marketing.]

| *Retirement and Savings* | | | Fixed annuities and pension products. Fixed income annuities provide for both asset accumulation and asset distribution needs. Our savings-oriented pension products are primarily offered in Chile under a mandatory privatized social security system. See Note 3 of the Notes to the Consolidated Financial Statements for information regarding the Company's [removed: sale of one] [added: September 2021 disposition] of its wholly-owned Argentinian [removed: subsidiaries,] [added: subsidiary,] MetLife Seguros [removed: de Retiro] S.A. (“MetLife [removed: Seguros de Retiro”).] [added: Seguros”).] | | |

See Note 3 of the Notes to the Consolidated Financial Statements for information regarding the Company's disposition of [added: (i)] Joint-stock Company MetLife Insurance Company (“MetLife [removed: Russia”).][added: Russia”) and (ii) its wholly-owned subsidiaries in Greece (“MetLife Greece”), as well as the pending disposition of its wholly-owned subsidiaries in Poland (“MetLife Poland”) (MetLife Poland and MetLife Greece, collectively, “MetLife Poland and Greece”).]

| *Life Insurance* | | | Traditional and non-traditional life insurance products, such as whole and term life, [removed: mortgage protection,] endowments and variable life products, as well as group term life programs in most markets. | | |

| *Retirement and Savings* | | | [removed: Variable and fixed annuities, micro constant proportion portfolio insurance] [added: Fixed annuities] and pension products, including group pension programs in select markets. | | |

| *Credit Insurance* | | | [removed: Designed] [added: Policies designed] to fulfill certain loan obligations in the event of the policyholder’s death. [removed: Non-life coverage is also provided for involuntary loss of employment coverage in certain markets.] | | |

We continually review our underwriting [removed: guidelines] [added: policies, guidelines, philosophies, and strategies] in light of applicable regulations and to ensure that our policies remain competitive, support our marketing strategies and profitability goals, and otherwise remain appropriate.

Global Risk Management and regional finance and product [removed: teams’] [added: teams] price and oversee all of our insurance businesses.

We [added: generally] price [added: many of our] RIS products on demand.

[removed: However] [added: However,] for [removed: our] [added: products with liquidity provisions, such as] stable [removed: value business,] [added: value,] pricing reflects the [removed: contractholders] [added: contractholders’] ability to withdraw at book value over a period of [removed: time] [added: time,] as well as our ability to reset rates periodically.

We also reinsure for risk and capital management purposes among affiliates, including affiliated captive [removed: reinsurers.][added: reinsurers and affiliated offshore insurance companies.]

Furthermore, consumer protection laws, privacy, anti-money laundering, securities, [added: commodities,] broker-dealer and investment adviser regulations, environmental and unclaimed property laws and regulations, and the Employee Retirement Income Security Act of 1974 (“ERISA”) also apply to some of MetLife’s operations, products and services.

Additionally, regulators may enhance their capital [removed: standards, enhance their] [added: standards and] supervision, and impose additional non-U.S. and global regulatory initiatives.

The extent of such regulation varies, but most jurisdictions regulate the financial aspects and business conduct of insurers through broad administrative powers with respect to, [removed: amongst] [added: among] other things:

- fixing maximum interest rates on insurance policy loans and minimum [removed: rates for] guaranteed crediting rates on life insurance policies and annuity contracts;

- adopting and enforcing [removed: sales] standards with respect to the sale of annuities and other insurance products;

U.S. federal initiatives [removed: often] [added: can] affect our business in a variety of ways, including regulation of financial services, securities, derivatives, pensions, health care, money laundering, foreign sanctions and corrupt practices, and taxation.

| [Regulation](#i1660f8fa407048f2bb3753287c38e333_139) | | | [14](#i1660f8fa407048f2bb3753287c38e333_139) | | |

| [Competition](#i1660f8fa407048f2bb3753287c38e333_151) | | | [29](#i1660f8fa407048f2bb3753287c38e333_151) | | |

| [Trademarks](#i1660f8fa407048f2bb3753287c38e333_160) | | | [32](#i1660f8fa407048f2bb3753287c38e333_160) | | |

| [Available Information](#i1660f8fa407048f2bb3753287c38e333_163) | | | [32](#i1660f8fa407048f2bb3753287c38e333_163) | | |

Prior to its disposition in April 2021, our former Property & Casualty business was included in the U.S. segment.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Risk Solutions* | | | *Longevity Reinsurance Solutions* | | | Longevity reinsurance is a risk mitigation solution for United Kingdom (“U.K.”) pension plan sponsors and U.K. insurance companies that write pension risk transfer business, converting uncertain future pension benefit obligations into a fixed stream of payments to MetLife over the duration of the contract as opposed to a lump sum at inception in typical pension risk transfer transactions. | | |

These associations levy assessments, up to prescribed limits, on all member insurers in a particular jurisdiction on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer engaged.

In addition, certain jurisdictions have government owned or controlled organizations providing life and health insurance to their citizens, whose activities could place additional stress on the adequacy of guaranty fund assessments.

Many of these organizations have the power to levy assessments similar to those of the guaranty associations.

Some jurisdictions permit member insurers to recover assessments paid through full or partial premium tax offsets.

The applicability of the framework is based on amounts of certain types of business written or material exposure to certain investment transactions, such as derivatives and securities lending.

The framework is consistent with MetLife’s liquidity risks policies and procedures, and it will be used as a regulatory tool once the holding company act amendments have been adopted by state legislatures.

As of January 1, 2022, the amendments have been adopted by two of our domiciliary states, California and Rhode Island.

In order to address the use of captives for policies covered by Regulation XXX and Guideline AXXX, the NAIC adopted Actuarial Guideline 48 (“AG 48”).

AG 48 also requires the actuary of a ceding insurer to opine on the assuming insurer’s collateral associated with the treaty and to issue a qualified opinion if the assuming entity is not complying with the requirements of AG 48.

This model regulation has only been adopted by a few states, although it is expected to be broadly adopted in the near term since it will become an NAIC accreditation standard on September 1, 2022.

No changes were made to asset adequacy reserves in either 2021 or 2020 as a result of the SCL.

The NAIC has approved RBC revisions for corporate bonds, real estate equity and longevity risk that took effect at year-end 2021 and we expect these revisions to have a modest net positive RBC impact on us.

The NAIC amended the Model Holding Company Act and Regulation to adopt the GCC Template and Instructions and to implement the annual GCC filing requirement with an insurance group’s lead state regulator.

As noted above, the filing requirement will not become effective until the holding company act amendments are adopted by the states.

Following the expiration of the guidance on January 1, 2022, an insurer should rely upon existing accounting guidance regarding the impact of a debt restructuring on the insurer’s RBC.

The Trade Agreement does not contain many substantive provisions relating to financial services.

Similarly, it is not expected that the Memorandum of Understanding (“MoU”) relating to financial services that has been concluded by the U.K. and the EU, and which may in the future be entered into between them, will contain many (if any) further substantive provisions.

The MoU is, instead, expected to establish a Joint U.K.-EU Regulatory Forum that will serve as a platform to facilitate dialogue between the parties on financial issues.

The U.K.’s HM Treasury is working alongside the Prudential Regulation Authority to prepare a package of proposed reforms to the U.K.’s domestic regulatory regime for consultation in early 2022.

The timeframe within which any such proposed reforms will be implemented into U.K. law and regulation is currently unclear, and will depend upon the nature and extent of the proposed changes to the domestic regime, as well as the U.K. insurance industry’s responses to them.

Similarly, the European Commission has undertaken its own review of Solvency II and, on September 22, 2021, published a package of proposed legislative reforms for amending the existing regulatory framework.

This proposed legislation is being discussed by the European Parliament and Council.

While there can be no certainty around the timing of this legislative process, we do not expect any changes to Solvency II resulting from this legislative process to be finalized and transposed into EEA member states’ respective domestic legislation prior to 2024.

On December 30, 2021, the China Banking and Insurance Regulatory Commission (“CBIRC”) issued the Regulatory Rules for the Solvency of Insurance Companies (II) (“Rules II”), marking completion of the buildout of C-ROSS Phase II.

CBIRC will determine a transition period policy based on actual circumstances, allowing for a step-by-step implementation of some of the regulatory rules, with full implementation to be in place by no later than 2025.

Our joint venture will continue strengthening its solvency management in accordance with the revised rules.

NYDFS Guidance on Diversity and Corporate Governance

On March 16, 2021, the NYDFS stated that it expects the insurers it regulates to make diversity of their leadership a business priority and a key element of their corporate governance.

The NYDFS collected data from insurers that met certain New York premium thresholds, including MetLife, Inc. and certain of its subsidiaries, regarding the diversity of their corporate boards and management.

The NYDFS plans to publish such data on an aggregate basis to measure progress in the industry, and it will include diversity-related questions in its examination process starting in 2022.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Regulation](#i0172f8acfce34112aea346192e73c2a3_142) | | | [15](#i0172f8acfce34112aea346192e73c2a3_142) | | |

| [Competition](#i0172f8acfce34112aea346192e73c2a3_190) | | | [29](#i0172f8acfce34112aea346192e73c2a3_190) | | |

| [Trademarks](#i0172f8acfce34112aea346192e73c2a3_199) | | | [31](#i0172f8acfce34112aea346192e73c2a3_199) | | |

| [Available Information](#i0172f8acfce34112aea346192e73c2a3_202) | | | [31](#i0172f8acfce34112aea346192e73c2a3_202) | | |

See Note 3 of the Notes to the Consolidated Financial Statements for information regarding the Company's acquisition of Versant Health, Inc. (“Versant Health”), a managed vision care company.

Property & Casualty

Our Property & Casualty business offers personal lines of property and casualty insurance, including private passenger automobile, homeowners’ and personal excess liability insurance.

In December 2020, the Company entered into a definitive agreement to sell its wholly-owned subsidiary, Metropolitan Property and Casualty Insurance Company and certain of its wholly-owned subsidiaries (collectively “MetLife P&C”) to Farmers Group, Inc. Also, the Company and the Farmers Exchanges have established a 10-year strategic partnership through which the Farmers Insurance Group will offer its personal line products on MetLife’s U.S. Group Benefits platform which will commence when the transaction closes.

For further information on the pending disposition, reported as held-for-sale, see Notes 1 and 3 of the Notes to the Consolidated Financial Statements.

We market and sell Property & Casualty products through independent agents, property and casualty specialists and brokers.

We are a leading provider of personal lines property and casualty insurance products offered to employees at their employer’s worksite.

Marketing representatives market personal lines property and casualty insurance products to employers through a variety of means, including broker referrals and cross-selling to group customers.

Once permitted by the employer, MetLife commences marketing efforts to employees, enabling them to purchase coverage and to request payroll deduction over the telephone.

| *Personal Auto Insurance* | | | Coverage for private passenger automobiles, utility automobiles and vans, motorcycles, motor homes, antique or classic automobiles, trailers, liability, uninsured motorist, no fault or personal injury protection, as well as collision and comprehensive insurance. | | |

| *Homeowners’ Insurance* | | | Protection for homeowners, renters, condominium owners and residential landlords against losses arising out of damage to dwellings and contents from a wide variety of perils, as well as coverage for liability arising from ownership or occupancy. | | |

For our Property & Casualty business, our underwriting function has six principal aspects: evaluating potential voluntary and worksite employer accounts and independent agencies; establishing guidelines for the binding of risks; reviewing coverage bound by agents; underwriting potential insureds, on a case by case basis, presented by agents outside the scope of their binding authority; pursuing information necessary in certain cases to enable issuance of a policy within our guidelines; and ensuring that renewal policies continue to be written at rates commensurate with risk.

Subject to very few exceptions, agents in each of the distribution channels have binding authority for risks which fall within our published underwriting guidelines.

Risks falling outside the underwriting guidelines may be submitted for approval to the underwriting department; alternatively, agents in such a situation may call the underwriting department to obtain authorization to bind the risk themselves.

In most states, we generally have the right within a specified period (usually the first 60 days) to cancel any policy.

For our Property & Casualty business, our ability to set and change rates is subject to regulatory oversight.

Rates for our major lines of property and casualty insurance are based on our proprietary database, rather than relying on rating bureaus.

We determine prices in part from a number of variables specific to each risk.

The pricing of personal lines insurance products takes into account, among other things, the expected frequency and severity of losses, the costs of providing coverage (including the costs of acquiring policyholders and administering policy benefits and other administrative and overhead costs such as reinsurance), competitive factors and profit considerations.

The major pricing variables for personal lines insurance include characteristics of the insured property, such as age, make and model or construction type, as well as characteristics of the insureds, such as driving record and loss experience, and the insured’s personal financial management.

As a condition of our license to do business in each state, we, like all other personal lines insurers, are required to write or share the cost of private passenger automobile and homeowners insurance for higher risk individuals who would otherwise be unable to obtain such insurance.

This “involuntary” market, also called the “shared market,” is governed by the applicable laws and regulations of each state, and policies written in this market are generally written at rates higher than standard rates and typically afford less coverage.

In 2020, many government actors and insurance regulators issued regulations, bulletins, directives and guidance in connection with the novel coronavirus COVID-19 pandemic (the “COVID-19 Pandemic”), some of which have since expired.

These encourage, request or direct health, life, and property and casualty insurance companies to waive cost-sharing for coronavirus COVID-19 testing, cover telehealth services, provide extended grace periods for premium payments, forbear on the cancellation or non-renewal of policies due to non-payment of premium, expand coverage for state-mandated disability and family leave benefits to address COVID-19-related events, and provide other policyholder accommodations.

For example, the New York State Department of Financial Services ("NYDFS") required life insurance- or annuity- authorized insurers to extend premium and fee payment grace periods to 90 days for policyholders who demonstrated COVID-19 Pandemic-related financial hardship.

The NYDFS also prohibited New York licensed insurers from imposing any late fees on or reporting policyholders to a credit reporting or debt collection agency for failure to timely pay any life or annuity premiums, and required such insurers to allow policyholders to pay the premium over a 12-month period.

Insurers were required to accept a policyholder’s written attestation as proof of financial hardship as a result of the COVID-19 Pandemic.

The federal government's 2020 response to the COVID-19 pandemic has affected us.

For example, the U.S. federal government established paid sick leave and expanded other leave laws to cover certain COVID-19 Pandemic related events.

The U.S. federal government also added certain tax-favored withdrawals and increased loan withdrawal limitations from eligible retirement plans, and temporarily waived required minimum distribution rules for qualified retirement plan participants and Individual Retirement Accounts (“IRA”) owners.

We also granted concessions to certain of our commercial, agricultural and residential mortgage loan borrowers, including payment deferrals and other loan modifications, as well as to certain of our lessees (operating and direct financing leases), primarily in the form of rent deferrals.

In addition, we have made certain accounting elections regarding loan and lease concessions related to the Federal Government’s pandemic relief efforts.

In 2019, we and other insurance and pension fund companies provided annuities sales practices information to the Chilean insurance and pension regulators.

The regulators found that non-employee sales agents of MetLife Chile and other insurers had engaged in improper sales practices and that ProVida S.A. and other pension fund companies provided improper advice to customers.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, [removed: 2020] [added: 2021] was approximately [removed: $33.1] [added: $51.5] billion.

At February [removed: 12, 2021, 884,399,222] [added: 11, 2022, 825,078,244] shares of the registrant’s common stock were outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 15, 2021,] [added: 21, 2022,] to be filed by the registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, [removed: 2020.][added: 2021.]

| Item 1. | | | | | | [removed: [Business](#i0172f8acfce34112aea346192e73c2a3_22)] [added: [Business](#i1660f8fa407048f2bb3753287c38e333_22)] | | | | | | [removed: [4](#i0172f8acfce34112aea346192e73c2a3_22)] [added: [4](#i1660f8fa407048f2bb3753287c38e333_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i0172f8acfce34112aea346192e73c2a3_205)] [added: Factors](#i1660f8fa407048f2bb3753287c38e333_166)] | | | | | | [removed: [31](#i0172f8acfce34112aea346192e73c2a3_205)] [added: [32](#i1660f8fa407048f2bb3753287c38e333_166)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i0172f8acfce34112aea346192e73c2a3_232)] [added: Comments](#i1660f8fa407048f2bb3753287c38e333_169)] | | | | | | [removed: [45](#i0172f8acfce34112aea346192e73c2a3_232)] [added: [47](#i1660f8fa407048f2bb3753287c38e333_169)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i0172f8acfce34112aea346192e73c2a3_238)] [added: Proceedings](#i1660f8fa407048f2bb3753287c38e333_175)] | | | | | | [removed: [45](#i0172f8acfce34112aea346192e73c2a3_238)] [added: [47](#i1660f8fa407048f2bb3753287c38e333_175)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i0172f8acfce34112aea346192e73c2a3_241)] [added: Disclosures](#i1660f8fa407048f2bb3753287c38e333_178)] | | | | | | [removed: [45](#i0172f8acfce34112aea346192e73c2a3_241)] [added: [47](#i1660f8fa407048f2bb3753287c38e333_178)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0172f8acfce34112aea346192e73c2a3_247)] [added: Securities](#i1660f8fa407048f2bb3753287c38e333_184)] | | | | | | [removed: [46](#i0172f8acfce34112aea346192e73c2a3_247)] [added: [48](#i1660f8fa407048f2bb3753287c38e333_184)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0172f8acfce34112aea346192e73c2a3_262)] [added: Operations](#i1660f8fa407048f2bb3753287c38e333_202)] | | | | | | [removed: [49](#i0172f8acfce34112aea346192e73c2a3_262)] [added: [51](#i1660f8fa407048f2bb3753287c38e333_202)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0172f8acfce34112aea346192e73c2a3_823)] [added: Risk](#i1660f8fa407048f2bb3753287c38e333_763)] | | | | | | [removed: [141](#i0172f8acfce34112aea346192e73c2a3_823)] [added: [141](#i1660f8fa407048f2bb3753287c38e333_763)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i0172f8acfce34112aea346192e73c2a3_865)] [added: Data](#i1660f8fa407048f2bb3753287c38e333_805)] | | | | | | [removed: [150](#i0172f8acfce34112aea346192e73c2a3_865)] [added: [149](#i1660f8fa407048f2bb3753287c38e333_805)] | | |

| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i0172f8acfce34112aea346192e73c2a3_1465)] [added: Disclosure](#i1660f8fa407048f2bb3753287c38e333_1336)] | | | | | | [removed: [329](#i0172f8acfce34112aea346192e73c2a3_1465)] [added: [324](#i1660f8fa407048f2bb3753287c38e333_1336)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i0172f8acfce34112aea346192e73c2a3_1468)] [added: Procedures](#i1660f8fa407048f2bb3753287c38e333_1339)] | | | | | | [removed: [329](#i0172f8acfce34112aea346192e73c2a3_1468)] [added: [324](#i1660f8fa407048f2bb3753287c38e333_1339)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i0172f8acfce34112aea346192e73c2a3_1474)] [added: Information](#i1660f8fa407048f2bb3753287c38e333_1345)] | | | | | | [removed: [331](#i0172f8acfce34112aea346192e73c2a3_1474)] [added: [326](#i1660f8fa407048f2bb3753287c38e333_1345)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0172f8acfce34112aea346192e73c2a3_1480)] [added: Governance](#i1660f8fa407048f2bb3753287c38e333_1351)] | | | | | | [removed: [331](#i0172f8acfce34112aea346192e73c2a3_1480)] [added: [326](#i1660f8fa407048f2bb3753287c38e333_1351)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i0172f8acfce34112aea346192e73c2a3_1483)] [added: Compensation](#i1660f8fa407048f2bb3753287c38e333_1354)] | | | | | | [removed: [331](#i0172f8acfce34112aea346192e73c2a3_1483)] [added: [326](#i1660f8fa407048f2bb3753287c38e333_1354)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0172f8acfce34112aea346192e73c2a3_1486)] [added: Matters](#i1660f8fa407048f2bb3753287c38e333_1357)] | | | | | | [removed: [331](#i0172f8acfce34112aea346192e73c2a3_1486)] [added: [326](#i1660f8fa407048f2bb3753287c38e333_1357)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0172f8acfce34112aea346192e73c2a3_1489)] [added: Independence](#i1660f8fa407048f2bb3753287c38e333_1360)] | | | | | | [removed: [334](#i0172f8acfce34112aea346192e73c2a3_1489)] [added: [329](#i1660f8fa407048f2bb3753287c38e333_1360)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i0172f8acfce34112aea346192e73c2a3_1492)] [added: Services](#i1660f8fa407048f2bb3753287c38e333_1363)] | | | | | | [removed: [334](#i0172f8acfce34112aea346192e73c2a3_1492)] [added: [329](#i1660f8fa407048f2bb3753287c38e333_1363)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i0172f8acfce34112aea346192e73c2a3_1498)] [added: Schedules](#i1660f8fa407048f2bb3753287c38e333_1369)] | | | | | | [removed: [335](#i0172f8acfce34112aea346192e73c2a3_1498)] [added: [330](#i1660f8fa407048f2bb3753287c38e333_1369)] | | |

They use words and terms such as “anticipate,” [removed: “aspire to,”] “assume,” [removed: “become,”] “believe,” [removed: “can,”] “continue,” “could,” [removed: “emerge,”] “estimate,” [removed: “evolve,”] “expect,” [removed: “forecast,” “foresee,” “future,” “guideline,”] “if,” “intend,” “likely,” “may,” “plan,” [removed: “possible,”] “potential,” [removed: “predict,” “probable,”] “project,” [removed: “propose,” “prospect,” “remain,” “risk,” “scheduled,”] “should,” [removed: “strive to,” “target,” “ultimate,” “upcoming,” “when,”] “will,” [removed: “work to,”] “would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms.

The risks, uncertainties and other [removed: factors] [added: factors, including those relating to the COVID-19 pandemic,] identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences.

(5) unavailability, unaffordability, or inadequate [removed: reinsurance][added: reinsurance;]

(8) [added: changes in] tax [removed: rate or] [added: rates,] tax laws [removed: changes;][added: or interpretations;]

(10) London Interbank Offered Rate [removed: termination] [added: discontinuation] and transition to alternative reference rates;

[removed: (24)] [added: (26) acceleration of] amortization of deferred policy acquisition costs, deferred sales inducements, value of business acquired, [added: value of distribution agreements acquired] or value of customer relationships acquired;

[removed: (25)] [added: (27)] product guarantee volatility, costs, and [removed: counterpart] [added: counterparty] risks;

[removed: (26)] [added: (28)] risk management failures;

[removed: (27)] [added: (29)] insufficient protection from operational risks;

[removed: (29)] [added: (31)] accounting standards changes;

[removed: (30)] [added: (32)] excessive risk-taking;

[removed: (31)] [added: (33)] marketing and distribution difficulties;

[removed: (32)] [added: (34)] pension and other postretirement benefit assumption changes;

[removed: (33)] [added: (35)] inability to protect our intellectual property or avoid infringement claims;

[removed: (34)] [added: (36)] acquisition, integration, growth, disposition, or reorganization difficulties;

[removed: (35)] [added: (37)] Brighthouse [added: Financial, Inc.] separation risks;

[removed: (36)] [added: (38)] MetLife, Inc.’s Board of Directors influence over the outcome of stockholder votes through the voting provisions of the MetLife Policyholder Trust; and

[removed: (37)] [added: (39)] legal- and corporate governance-related effects on business combinations.

| Item 2. | | | | | | [Properties](#i1660f8fa407048f2bb3753287c38e333_172) | | | | | | [47](#i1660f8fa407048f2bb3753287c38e333_172) | | |

| Item 6. | | | | | | [Reserved](#i1660f8fa407048f2bb3753287c38e333_196) | | | | | | [50](#i1660f8fa407048f2bb3753287c38e333_199) | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i1660f8fa407048f2bb3753287c38e333_11774) | | | | | | [326](#i1660f8fa407048f2bb3753287c38e333_11774) | | |

| Item 16. | | | | | | [Form 10-K Summary](#i1660f8fa407048f2bb3753287c38e333_1372) | | | | | | [330](#i1660f8fa407048f2bb3753287c38e333_1369) | | |

| [Exhibit Index](#i1660f8fa407048f2bb3753287c38e333_1375) | | | | | | | | | | | | [331](#i1660f8fa407048f2bb3753287c38e333_1375) | | |

| [Signatures](#i1660f8fa407048f2bb3753287c38e333_1378) | | | | | | | | | | | | [341](#i1660f8fa407048f2bb3753287c38e333_1378) | | |

(21) technological changes;

(24) deficiencies in our closed block;

(25) goodwill or other asset impairment, or deferred income tax asset allowance;

(30) failure to protect confidentiality and integrity of data or other cybersecurity or disaster recovery failures;

Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C, par value $0.01

| Item 2. | | | | | | [Properties](#i0172f8acfce34112aea346192e73c2a3_235) | | | | | | [45](#i0172f8acfce34112aea346192e73c2a3_235) | | |

| Item 6. | | | | | | [Selected Financial Data](#i0172f8acfce34112aea346192e73c2a3_13406) | | | | | | [48](#i0172f8acfce34112aea346192e73c2a3_13406) | | |

| Item 16. | | | | | | [Form 10-K Summary](#i0172f8acfce34112aea346192e73c2a3_1501) | | | | | | [335](#i0172f8acfce34112aea346192e73c2a3_1498) | | |

| [Exhibit Index](#i0172f8acfce34112aea346192e73c2a3_1504) | | | | | | | | | | | | [336](#i0172f8acfce34112aea346192e73c2a3_1504) | | |

| [Signatures](#i0172f8acfce34112aea346192e73c2a3_1507) | | | | | | | | | | | | [346](#i0172f8acfce34112aea346192e73c2a3_1507) | | |

(21) technological change;

(28) confidential information protection or other cybersecurity or disaster recovery failures;

At February [removed: 12, 2021,] [added: 11, 2022,] there were [removed: 73,246] [added: 73,512] stockholders of record of our common stock.

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended December 31, [removed: 2020] [added: 2021] are set forth below:

(1)During the periods October 1 through October 31, [removed: 2020,] [added: 2021,] November 1 through November 30, [removed: 2020] [added: 2021] and December 1 through December 31, [removed: 2020, there were no purchases by] [added: 2021,] separate account index funds [added: purchased 548 shares, 0 shares and 339 shares, respectively,] of MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In [removed: December 2020,] [added: August 2021,] MetLife, Inc. announced that its Board of Directors authorized $3.0 billion of common stock repurchases.

At December 31, [removed: 2020,] [added: 2021,] MetLife, Inc. had [removed: $2.8] [added: $1.5] billion of common stock repurchases remaining under the authorization.

The graph and table below compare the total return on our common shares with the total return on the S&P Global Ratings (“S&P”) 500, S&P 500 Insurance, and S&P 500 Financials indices, respectively, for the five-year period ended on December 31, [removed: 2020.][added: 2021.]

The graph and table show the total return on a hypothetical $100 investment in our common shares and in each index, respectively, on December 31, [removed: 2015,] [added: 2016,] including the reinvestment of all dividends.

[removed: ][added: ]

| | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| October 1 - October 31, 2021 | | | | | | 3,641,852 | | | | | | $63.86 | | | | | | 3,641,304 | | | | | | $2,475,046,203 | | |

| November 1 - November 30, 2021 | | | | | | 5,593,449 | | | | | | $63.01 | | | | | | 5,593,449 | | | | | | $2,122,629,767 | | |

| December 1 - December 31, 2021 | | | | | | 10,204,843 | | | | | | $60.42 | | | | | | 10,204,504 | | | | | | $1,506,100,095 | | |

| Total | | | | | | 19,440,144 | | | | | | | | | | | | 19,439,257 | | | | | | | | |

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 108.07 | | | | | $ | 91.03 | | | | | $ | 117.28 | | | | | $ | 113.27 | | | | | $ | 155.67 | |

| S&P 500 | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 116.19 | | | | | | 103.17 | | | | | | 133.48 | | | | | | 132.90 | | | | | | 175.58 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 122.18 | | | | | | 106.26 | | | | | | 140.40 | | | | | | 138.02 | | | | | | 186.38 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1 - October 31, 2020 | | | | | | 5,655,304 | | | | | | $38.90 | | | | | | 5,655,304 | | | | | | $185,344,456 | | |

| November 1 - November 30, 2020 | | | | | | 4,302,912 | | | | | | $43.06 | | | | | | 4,302,912 | | | | | | $43,883 | | |

| December 1 - December 31, 2020 | | | | | | 3,596,807 | | | | | | $46.02 | | | | | | 3,596,807 | | | | | | $2,834,532,414 | | |

| Total | | | | | | 13,555,023 | | | | | | | | | | | | 13,555,023 | | | | | | | | |

__________________

Purchases of MetLife, Inc. preferred stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended December 31, 2020 are set forth below:

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| October 1 - October 31, 2020 | | | | | | 1,000,000 | | | | | | $ | 1,000.00 | | | | | 1,000,000 | | | | | | $ | — | |

| November 1 - November 30, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| December 1 - December 31, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| Total | | | | | | 1,000,000 | | | | | | | | | | | | 1,000,000 | | | | | | | | |

(1)On September 10, 2020, MetLife, Inc. delivered a notice of partial redemption to the holders of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (“Series C preferred stock”) pursuant to which it would redeem 1,000,000 of its 1,500,000 shares of Series C preferred stock at a redemption price of $1,000 per share, plus an amount equal to accrued but unpaid dividends on the Series C preferred stock to, but excluding, October 10, 2020, the redemption date.

On October 13, 2020, MetLife, Inc. redeemed and canceled 1,000,000 shares of Series C preferred stock for an aggregate redemption price of $1.0 billion in cash.

See Note 16 of the Notes to the Consolidated Financial Statements.

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 115.86 | | | | | $ | 125.20 | | | | | $ | 105.47 | | | | | $ | 135.88 | | | | | $ | 131.24 | |

| S&P 500 | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 117.58 | | | | | | 136.62 | | | | | | 121.31 | | | | | | 156.95 | | | | | | 156.26 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 122.80 | | | | | | 150.04 | | | | | | 130.49 | | | | | | 172.41 | | | | | | 169.49 | | |

Reserved.

| [Report of Independent Registered Public Accounting [removed: Firm](#i0172f8acfce34112aea346192e73c2a3_868)] [added: Firm](#i1660f8fa407048f2bb3753287c38e333_808) (PCAOB ID 34)] | | | [removed: [151](#i0172f8acfce34112aea346192e73c2a3_868)] [added: [150](#i1660f8fa407048f2bb3753287c38e333_808)] | | |

| Financial Statements at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:] [added: 2019:] | | | | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i0172f8acfce34112aea346192e73c2a3_883)] [added: Income](#i1660f8fa407048f2bb3753287c38e333_823)] (Loss) | | | [removed: [157](#i0172f8acfce34112aea346192e73c2a3_883)] [added: [156](#i1660f8fa407048f2bb3753287c38e333_823)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i0172f8acfce34112aea346192e73c2a3_889)] [added: Flows](#i1660f8fa407048f2bb3753287c38e333_829)] | | | [removed: [159](#i0172f8acfce34112aea346192e73c2a3_889)] [added: [158](#i1660f8fa407048f2bb3753287c38e333_829)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i0172f8acfce34112aea346192e73c2a3_898)] [added: Statements](#i1660f8fa407048f2bb3753287c38e333_838)] | | | | | |

| [Note 1 — Business, Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i0172f8acfce34112aea346192e73c2a3_901)] [added: Policies](#i1660f8fa407048f2bb3753287c38e333_841)] | | | [removed: [161](#i0172f8acfce34112aea346192e73c2a3_898)] [added: [160](#i1660f8fa407048f2bb3753287c38e333_838)] | | |

| [Note 3 [removed: —](#i0172f8acfce34112aea346192e73c2a3_937) [Acquisition and](#i0172f8acfce34112aea346192e73c2a3_937) [Dispositions](#i0172f8acfce34112aea346192e73c2a3_937)] [added: — Acquisition and Dispositions](#i1660f8fa407048f2bb3753287c38e333_871)] | | | [removed: [186](#i0172f8acfce34112aea346192e73c2a3_937)] [added: [185](#i1660f8fa407048f2bb3753287c38e333_871)] | | |

| [Note 5 — Deferred Policy Acquisition Costs, Value of Business Acquired and Other [removed: Intangibles](#i0172f8acfce34112aea346192e73c2a3_1057)] [added: Intangibles](#i1660f8fa407048f2bb3753287c38e333_952)] | | | [removed: [204](#i0172f8acfce34112aea346192e73c2a3_1057)] [added: [204](#i1660f8fa407048f2bb3753287c38e333_952)] | | |

| [Note 6 — [removed: Reinsurance](#i0172f8acfce34112aea346192e73c2a3_1066)] [added: Reinsurance](#i1660f8fa407048f2bb3753287c38e333_961)] | | | [removed: [207](#i0172f8acfce34112aea346192e73c2a3_1066)] [added: [207](#i1660f8fa407048f2bb3753287c38e333_961)] | | |

| [Note 7 — Closed [removed: Block](#i0172f8acfce34112aea346192e73c2a3_1087)] [added: Block](#i1660f8fa407048f2bb3753287c38e333_982)] | | | [removed: [211](#i0172f8acfce34112aea346192e73c2a3_1087)] [added: [211](#i1660f8fa407048f2bb3753287c38e333_982)] | | |

| [Note 8 — [removed: Investments](#i0172f8acfce34112aea346192e73c2a3_1093)] [added: Investments](#i1660f8fa407048f2bb3753287c38e333_988)] | | | [removed: [213](#i0172f8acfce34112aea346192e73c2a3_1093)] [added: [213](#i1660f8fa407048f2bb3753287c38e333_988)] | | |

| [Note 9 — [removed: Derivatives](#i0172f8acfce34112aea346192e73c2a3_1153)] [added: Derivatives](#i1660f8fa407048f2bb3753287c38e333_1036)] | | | [removed: [235](#i0172f8acfce34112aea346192e73c2a3_1153)] [added: [235](#i1660f8fa407048f2bb3753287c38e333_1036)] | | |

| [Note 10 — Fair [removed: Value](#i0172f8acfce34112aea346192e73c2a3_1189)] [added: Value](#i1660f8fa407048f2bb3753287c38e333_1072)] | | | [removed: [250](#i0172f8acfce34112aea346192e73c2a3_1189)] [added: [250](#i1660f8fa407048f2bb3753287c38e333_1072)] | | |

| [Note 11 — [removed: Leases](#i0172f8acfce34112aea346192e73c2a3_1219)] [added: Leases](#i1660f8fa407048f2bb3753287c38e333_1102)] | | | [removed: [267](#i0172f8acfce34112aea346192e73c2a3_1219)] [added: [267](#i1660f8fa407048f2bb3753287c38e333_1102)] | | |

| [Note 13 — Long-term and Short-term [removed: Debt](#i0172f8acfce34112aea346192e73c2a3_1234)] [added: Debt](#i1660f8fa407048f2bb3753287c38e333_1117)] | | | [removed: [270](#i0172f8acfce34112aea346192e73c2a3_1234)] [added: [270](#i1660f8fa407048f2bb3753287c38e333_1117)] | | |

| [Note 14 — Collateral Financing [removed: Arrangement](#i0172f8acfce34112aea346192e73c2a3_1246)] [added: Arrangement](#i1660f8fa407048f2bb3753287c38e333_1126)] | | | [removed: [273](#i0172f8acfce34112aea346192e73c2a3_1246)] [added: [273](#i1660f8fa407048f2bb3753287c38e333_1126)] | | |

| [Note 15 — Junior Subordinated Debt [removed: Securities](#i0172f8acfce34112aea346192e73c2a3_1255)] [added: Securities](#i1660f8fa407048f2bb3753287c38e333_1135)] | | | [removed: [274](#i0172f8acfce34112aea346192e73c2a3_1255)] [added: [274](#i1660f8fa407048f2bb3753287c38e333_1135)] | | |

| [Note 16 — [removed: Equity](#i0172f8acfce34112aea346192e73c2a3_1279)] [added: Equity](#i1660f8fa407048f2bb3753287c38e333_1159)] | | | [removed: [275](#i0172f8acfce34112aea346192e73c2a3_1279)] [added: [275](#i1660f8fa407048f2bb3753287c38e333_1159)] | | |

| [Note 17 — Other Revenues and Other [removed: Expenses](#i0172f8acfce34112aea346192e73c2a3_1306)] [added: Expenses](#i1660f8fa407048f2bb3753287c38e333_1186)] | | | [removed: [292](#i0172f8acfce34112aea346192e73c2a3_1306)] [added: [292](#i1660f8fa407048f2bb3753287c38e333_1186)] | | |

| [Note 18 — Employee Benefit [removed: Plans](#i0172f8acfce34112aea346192e73c2a3_1318)] [added: Plans](#i1660f8fa407048f2bb3753287c38e333_1198)] | | | [removed: [293](#i0172f8acfce34112aea346192e73c2a3_1318)] [added: [293](#i1660f8fa407048f2bb3753287c38e333_1198)] | | |

| [Note 20 — Earnings Per Common [removed: Share](#i0172f8acfce34112aea346192e73c2a3_1336)] [added: Share](#i1660f8fa407048f2bb3753287c38e333_1210)] | | | [removed: [309](#i0172f8acfce34112aea346192e73c2a3_1336)] [added: [307](#i1660f8fa407048f2bb3753287c38e333_1210)] | | |

| [Note 21 — Contingencies, Commitments and [removed: Guarantees](#i0172f8acfce34112aea346192e73c2a3_1342)] [added: Guarantees](#i1660f8fa407048f2bb3753287c38e333_1216)] | | | [removed: [310](#i0172f8acfce34112aea346192e73c2a3_1342)] [added: [308](#i1660f8fa407048f2bb3753287c38e333_1216)] | | |

| Financial Statement Schedules at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:] [added: 2019:] | | | | | |

| [Schedule I — Consolidated Summary of Investments — Other Than Investments in Related [removed: Parties](#i0172f8acfce34112aea346192e73c2a3_1378)] [added: Parties](#i1660f8fa407048f2bb3753287c38e333_1252)] | | | [removed: [317](#i0172f8acfce34112aea346192e73c2a3_1378)] [added: [312](#i1660f8fa407048f2bb3753287c38e333_1252)] | | |

| [Schedule II — Condensed Financial Information (Parent Company [removed: Only)](#i0172f8acfce34112aea346192e73c2a3_1381)] [added: Only)](#i1660f8fa407048f2bb3753287c38e333_1255)] | | | [removed: [318](#i0172f8acfce34112aea346192e73c2a3_1381)] [added: [313](#i1660f8fa407048f2bb3753287c38e333_1255)] | | |

| [Schedule III — Consolidated Supplementary Insurance [removed: Information](#i0172f8acfce34112aea346192e73c2a3_1456)] [added: Information](#i1660f8fa407048f2bb3753287c38e333_1327)] | | | [removed: [326](#i0172f8acfce34112aea346192e73c2a3_1456)] [added: [321](#i1660f8fa407048f2bb3753287c38e333_1327)] | | |

We have audited the accompanying consolidated balance sheets of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedules listed in the Index to Consolidated Financial Statements, Notes and Schedules (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control* — *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 18, 2021,] [added: 17, 2022,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

These investments are categorized as Level 3 and had an estimated fair value of [removed: $5.1] [added: $5.9] billion as of December 31, [removed: 2020.][added: 2021.]

Our audit procedures related to the valuation of Level 3 fixed maturity securities determined using internal matrix pricing or discounted cash flow techniques [removed: included the following,] [added: included,] among [removed: others:][added: others, the following:]

- We evaluated management’s ability to accurately estimate fair value by comparing management’s historical estimates to subsequent transactions, taking into account changes in market conditions subsequent to December 31, [removed: 2020.][added: 2021.]

Management’s estimate of future policy benefits for long-term care insurance was [removed: $14.3] [added: $14.4] billion as of December 31, [removed: 2020.][added: 2021.]

◦evaluated management’s estimate of, or developed an independent estimate [removed: of] [added: of,] future policy benefits, on a sample basis, and evaluated differences.

Guarantees accounted for as embedded derivatives include the non-life contingent portion of guaranteed minimum withdrawal benefits and certain non-life contingent portions of guaranteed minimum income [removed: benefits] [added: benefits,] and are recorded in policyholder account balances on the Company’s consolidated balance sheet.

Management’s estimate of embedded derivative liabilities was [removed: $1.2] [added: $0.6] billion as of December 31, [removed: 2020.][added: 2021.]

December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: [removed: $310,811] [added: $310,884] and [removed: $297,655,] [added: $310,811,] respectively; allowance for credit loss of [removed: $81] [added: $91] and [removed: $0,] [added: $81,] respectively) | | | | | | $ | [removed: 354,809] [added: 340,274] | | | | | $ | [removed: 327,820] [added: 354,809] | |

| Equity securities, at estimated fair value | | | | | | [removed: 1,079] [added: 1,269] | | | | | | [removed: 1,342] [added: 1,079] | | |

| [Consolidated Balance Sheets](#i1660f8fa407048f2bb3753287c38e333_811) | | | [154](#i1660f8fa407048f2bb3753287c38e333_811) | | |

| [Consolidated Statements of Operations](#i1660f8fa407048f2bb3753287c38e333_817) | | | [155](#i1660f8fa407048f2bb3753287c38e333_817) | | |

| [Consolidated Statements of Equity](#i1660f8fa407048f2bb3753287c38e333_826) | | | [157](#i1660f8fa407048f2bb3753287c38e333_826) | | |

| [Note 2 — Segment Information](#i1660f8fa407048f2bb3753287c38e333_853) | | | [179](#i1660f8fa407048f2bb3753287c38e333_850) | | |

| [Note 4 — Insurance](#i1660f8fa407048f2bb3753287c38e333_883) | | | [188](#i1660f8fa407048f2bb3753287c38e333_883) | | |

| [Note 12 — Goodwill](#i1660f8fa407048f2bb3753287c38e333_1108) | | | [269](#i1660f8fa407048f2bb3753287c38e333_1108) | | |

| [Note 19 — Income Tax](#i1660f8fa407048f2bb3753287c38e333_1204) | | | [303](#i1660f8fa407048f2bb3753287c38e333_1204) | | |

| [Note 2](#i1660f8fa407048f2bb3753287c38e333_1246)[2](#i1660f8fa407048f2bb3753287c38e333_1246) [— Subsequent Events](#i1660f8fa407048f2bb3753287c38e333_1246) | | | [311](#i1660f8fa407048f2bb3753287c38e333_1246) | | |

| [Schedule IV — Consolidated Reinsurance](#i1660f8fa407048f2bb3753287c38e333_1330) | | | [323](#i1660f8fa407048f2bb3753287c38e333_1330) | | |

February 17, 2022

| Current income tax recoverable | | | | | | 184 | | | | | | — | | |

| Redemption of preferred stock | | | | | | | | | | | | | | | | | | (494) | | | | | | | | | | | | | | | | | | | | | | | | (494) | | | | | | | | | | | | (494) | | |

| Balance at December 31, 2021 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 33,511 | | | | | $ | 41,197 | | | | | $ | (18,157) | | | | | $ | 10,919 | | | | | $ | 67,482 | | | | | $ | 267 | | | | | $ | 67,749 | |

| Net income (loss) | | | $ | 6,575 | | | | | $ | 5,418 | | | | | $ | 5,909 | |

| Sales of businesses, net of cash and cash equivalents disposed of $611, $0 and $0, respectively | | | 3,270 | | | | | | — | | | | | | — | | |

For the Years Ended December 31, 2021, 2020 and 2019

| Cash and cash equivalents, including subsidiaries held-for-sale, end of year | | | $ | 20,116 | | | | | $ | 20,560 | | | | | $ | 16,598 | |

| Cash and cash equivalents, subsidiaries held-for-sale, beginning of year | | | $ | 765 | | | | | $ | — | | | | | $ | — | |

| Increase in equity securities due to in-kind distributions received from other limited partnership interests | | | $ | 380 | | | | | $ | 108 | | | | | $ | 44 | |

described herein for similar financial instruments held within the general account.

Reclassifications

Certain amounts in the prior years’ consolidated financial statements and related footnotes thereto have been reclassified to conform to the current year presentation as discussed throughout the Notes to the Consolidated Financial Statements.

| • | | | Property & casualty insurance contracts (prior to the disposition of the Company’s Property and Casualty business. See Note 3) | | | | | | | | | | | | | | |

Net investment income includes primarily interest income, including amortization of premium and accretion of discount, prepayment fees, dividend income, rental income and equity method income and is net of related investment expenses.

Net investment income also includes, to a lesser extent, (i) realized gains (losses) on investments sold or disposed and (ii) unrealized gains (losses) recognized in earnings, representing changes in estimated fair value, primarily for Unit-linked investments (defined below) and fair value option (“FVO”) securities (“FVO Securities”).

Net investment gains (losses) include primarily (i) realized gains (losses) from sales and disposals of investments, which are determined by specific identification, (ii) intent-to-sell impairment losses on fixed maturity securities available-for-sale (“AFS”) and impairment losses on all other asset classes, and to a lesser extent, (iii) recognized gains (losses).

Recognized gains (losses) are primarily comprised of the change in the ACL and unrealized gains (losses) for certain investments for which changes in estimated fair value are recognized in earnings.

Changes in the ACL includes both (i) provisions for credit loss on fixed maturity securities AFS, mortgage loans and leveraged and direct financing leases and (ii) subsequent changes in the ACL.

Unrealized gains (losses), representing changes in estimated fair value recognized in earnings, primarily relate to equity securities and certain other limited partnership interests and real estate joint ventures.

Net investment gains (losses) also include non-investment portfolio gains (losses) which do not relate to the performance of the investment portfolio, including gains (losses) from sales and divestitures of businesses and impairment of property, equipment, leasehold improvements and right-of-use (“ROU”) lease assets.

Generally, the accrual of income is ceased and accrued investment income that is considered uncollectible is recognized as a charge within net investment gains (losses) when securities are impaired.

Realized gains (losses) on investments sold or disposed and unrealized gains (losses), representing changes in estimated fair value, are both recognized in net investment income for Unit-linked investments and FVO Securities.

After adoption of credit loss guidance on January 1, 2020, the Company recognizes an ACL in earnings within net investment gains (losses) at time of purchase based on expected lifetime credit loss on financing receivables carried at amortized cost, including, but not limited to, mortgage loans and leveraged and direct financing leases, in an amount that represents the portion of the amortized cost basis of such financing receivables that the Company does not expect to collect, resulting in financing receivables being presented at the net amount expected to be collected.

During the year ended December 31, 2019, prior to the adoption of credit loss guidance on January 1, 2020, the Company applied incurred loss guidance where credit loss was recognized in earnings within net investment gains (losses) when incurred (when it was probable, based on current information and events, that all amounts due under the loan agreement would not be collected).

Under the equity method, the Company recognizes in earnings within net investment income its share of the investee’s earnings.

Contributions paid by the Company increase carrying value and distributions received by the Company reduce carrying value.

The Company consolidates real estate joint ventures and other limited partnership interests of which it holds a controlling financial interest, or it is deemed the primary beneficiary of a VIE.

Assets of certain of these consolidated other limited partnership interests and real estate joint ventures are recorded at estimated fair value.

Unrealized gains (losses) representing changes in estimated fair value are recognized in net investment income.

When it is determined an equity method investment has had a loss in value that is other than temporary, it is impaired.

| | | | | | |

| [Consolidated Balance Sheets](#i0172f8acfce34112aea346192e73c2a3_871) | | | [155](#i0172f8acfce34112aea346192e73c2a3_871) | | |

| [Consolidated Statements of Operations](#i0172f8acfce34112aea346192e73c2a3_877) | | | [156](#i0172f8acfce34112aea346192e73c2a3_877) | | |

| [Consolidated Statements of Equity](#i0172f8acfce34112aea346192e73c2a3_886) | | | [158](#i0172f8acfce34112aea346192e73c2a3_886) | | |

| [Note 2 — Segment Information](#i0172f8acfce34112aea346192e73c2a3_916) | | | [180](#i0172f8acfce34112aea346192e73c2a3_913) | | |

| [Note 4 — Insurance](#i0172f8acfce34112aea346192e73c2a3_991) | | | [189](#i0172f8acfce34112aea346192e73c2a3_991) | | |

| [Note 12 — Goodwill](#i0172f8acfce34112aea346192e73c2a3_1225) | | | [268](#i0172f8acfce34112aea346192e73c2a3_1225) | | |

| [Note 19 — Income Tax](#i0172f8acfce34112aea346192e73c2a3_1327) | | | [302](#i0172f8acfce34112aea346192e73c2a3_1327) | | |

| [Note 22 — Quarterly Results of Operations (Unaudited)](#i0172f8acfce34112aea346192e73c2a3_1360) | | | [316](#i0172f8acfce34112aea346192e73c2a3_1360) | | |

| [Schedule IV — Consolidated Reinsurance](#i0172f8acfce34112aea346192e73c2a3_1459) | | | [328](#i0172f8acfce34112aea346192e73c2a3_1459) | | |

February 18, 2021

MetLife, Inc.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other assets (includes $1 and $2, respectively, relating to variable interest entities) | | | | | | 11,685 | | | | | | 10,518 | | |

| Long-term debt (includes $5 and $5, respectively, relating to variable interest entities) | | | | | | 14,603 | | | | | | 13,466 | | |

| Other liabilities (includes $1 and $1, respectively, relating to variable interest entities) | | | | | | 23,614 | | | | | | 24,179 | | |

| Balance at December 31, 2017 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 31,111 | | | | | $ | 26,527 | | | | | $ | (6,401) | | | | | $ | 7,427 | | | | | $ | 58,676 | | | | | $ | 194 | | | | | $ | 58,870 | |

| Preferred stock issuance | | | | | | | | | | | | | | | | | | 1,274 | | | | | | | | | | | | | | | | | | | | | | | | 1,274 | | | | | | | | | | | | 1,274 | | |

| Brighthouse common stock exchange transaction (Note 3): | | | | | | | | | | | | | | | | | |

| • | | | Property & casualty insurance contracts | | | | | | | | | | | | | | |

Income from investments is reported within net investment income, unless otherwise stated herein.

Gains and losses on sales of investments, intent-to-sell impairments, as well as provisions for credit loss in the allowance for credit loss (“ACL”) on fixed maturity securities available-for-sale (“AFS”), mortgage loans and investments in leases and subsequent changes in the ACL or for impairment losses on real estate investments and other asset classes, are reported within net investment gains (losses), unless otherwise stated herein.

On January 1, 2020, the Company adopted accounting standards update (“ASU”) 2016-13, *Financial Instruments-Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments* (“ASU 2016-13”), using a modified retrospective approach.

Upon adoption, the replacement of the PCI model did not have a material impact on the Company’s consolidated financial statements.

- securities held by consolidated securitization entities (“CSEs”).

ASU 2016-13 requires an ACL based on expected lifetime credit loss on financing receivables carried at amortized cost, including, but not limited to, mortgage loans and leveraged and direct financing leases, as described in Note 8.

For equity method investees, the Company considers financial and other information provided by the investee, other known information and inherent risks in the underlying investments, as well as future capital commitments, in determining whether an impairment has occurred.

While the collateral management practices are unique to the FHLB of Boston short-term advance agreements program, these transactions are accounted for, have collateral maintenance requirements and have restrictions on securities pledged similar to securities lending transactions.

FHLB of Boston Advance Agreements

A subsidiary of the Company has entered into short-term advance agreements with the FHLB of Boston.

Under these advance agreements, the subsidiary pledges fixed maturity securities AFS as collateral and receives cash, which is segregated and reinvested, primarily into fixed maturity securities AFS and cash equivalents.

Securities pledged as collateral may not be sold or re-pledged by the transferee.

See Note 19 for additional information on U.S. Tax Reform and related Staff Accounting Bulletin 118 (“SAB 118”) provisional amounts.

Given the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s consolidated net income or cash flows in particular quarterly or annual periods.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ASU 2017-04, *Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment* | | | The new guidance simplifies the former two-step goodwill impairment test by eliminating Step 2 of the test. The new guidance requires a one-step impairment test in which an entity compares the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. | | | January 1, 2020, the Company adopted, using a prospective approach. | | | The adoption of the new guidance reduced the complexity involved with the evaluation of goodwill for impairment and did not have an impact on the Company’s consolidated financial statements. | | |

| ASU 2016-13, *Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as clarified and amended by* ASU 2018-19, *Codification Improvements to Topic 326, Financial Instruments-Credit Losses;* ASU 2019-04, *Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments;* ASU 2019-05, *Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief; and* ASU 2019-11, *Codification Improvements to Topic 326, Financial Instruments-Credit Losses* | | | The new guidance requires an ACL based on expected lifetime credit loss on financing receivables carried at amortized cost, including, but not limited to, mortgage loans, premium receivables, reinsurance receivables and leveraged and direct financing leases. The former model for OTTI on fixed maturity securities AFS has been modified and requires the recording of an ACL instead of a reduction of the amortized cost. Any improvements in expected future cash flows will no longer be reflected as a prospective yield adjustment, but instead will be reflected as a reduction in the ACL. The new guidance also replaces the model for PCI fixed maturity securities AFS and financing receivables and requires the establishment of an ACL at acquisition, which is added to the purchase price to establish the initial amortized cost of the investment. The new guidance also requires enhanced disclosures. | | | January 1, 2020 for substantially all financial assets, the Company adopted using a modified retrospective approach. For previously impaired fixed maturity securities AFS and certain fixed maturity securities AFS acquired with evidence of credit quality deterioration since origination, the Company adopted prospectively on January 1, 2020. | | | The adoption of this guidance resulted in a $121 million, net of income tax, decrease to retained earnings primarily related to the Company’s mortgage loan investments. The Company has included the required disclosures within Note 8. | | |

| ASU 2016-02, *Leases (Topic 842),* as clarified and amended by ASU 2018-10, *Codification Improvements to Topic 842, Leases,* ASU 2018-11*, Leases (Topic 842): Targeted Improvements,* and ASU 2018-20*, Leases (Topic 842): Narrow-Scope Improvements for Lessors* | | | The guidance requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. Leases are classified as finance or operating leases and both types of leases are recognized on the balance sheet. Lessor accounting remains largely unchanged from previous guidance except for certain targeted changes. The new guidance also requires new qualitative and quantitative disclosures. In July 2018, two amendments to the guidance were issued. The amendments provided the option to adopt the new guidance prospectively without adjusting comparative periods. Also, the amendments provided lessors with a practical expedient not to separate lease and non-lease components for certain operating leases. In December 2018, an amendment was issued to clarify lessor accounting relating to taxes, certain lessor’s costs and variable payments related to both lease and non-lease components. | | | January 1, 2019. The Company adopted using a modified retrospective approach. | | | The Company elected the package of practical expedients allowed under the transition guidance. This allowed the Company to carry forward its historical lease classification. In addition, the Company elected all other practical expedients that were allowed under the new guidance and were applicable, including the practical expedient to combine lease and non-lease components into one lease component for certain real estate leases. The adoption of this guidance resulted in the recording of additional net ROU assets and lease liabilities of approximately $1.5 billion and $1.7 billion, respectively, as of January 1, 2019. The reduction of ROU assets was a result of adjustments for prepaid/deferred rent, unamortized initial direct costs and impairment of certain ROU assets based on the net present value of the remaining minimum lease payments and sublease revenues. In addition, as of January 1, 2019, retained earnings increased by $95 million, net of income tax, as a result of the recognition of deferred gains on previous sale leaseback transactions. The guidance did not have a material impact on the Company’s consolidated net income and cash flows. The Company has included expanded disclosures on the consolidated balance sheets and in Notes 8 and 11. | | |

Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2020.][added: 2021.]

There were no changes to the Company’s internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In the opinion of management, MetLife, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

We have audited the internal control over financial reporting of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 18, 2021,] [added: 17, 2022,] expressed an unqualified opinion on those financial statements.

February 17, 2022

February 18, 2021

Part III

Not applicable.

Part III

The information called for by this Item pertaining to Directors is incorporated herein by reference to MetLife, Inc.’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 15, 2021,] [added: 21, 2022,] to be filed by MetLife, Inc. with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, [removed: 2020] [added: 2021] (the [removed: “2021] [added: “2022] Proxy Statement”).

The information called for by this Item is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information called for by this Item pertaining to ownership of shares of MetLife, Inc.’s common stock (“Shares”) is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The following table provides information at December 31, [removed: 2020,] [added: 2021,] regarding MetLife, Inc.’s equity compensation plans:

Equity Compensation Plan Information at December 31, [removed: 2020][added: 2021]

| Equity compensation plans approved by security holders | | | | | | [removed: 18,114,359] [added: 14,467,626] | | | | | | $ | [removed: 40.25] [added: 44.02] | | | | | [removed: 35,249,278] [added: 34,073,114] | | |

(1) Column (a) reflects the following items outstanding as of December 31, [removed: 2020:][added: 2021:]

| Restricted Stock Units | | | [removed: 2,788,150] [added: 2,451,046] | | |

| Performance Shares (assuming future payout at maximum performance factor) | | | [removed: 7,178,245] [added: 6,734,026] | | |

| Shares that will or may be issued | | | [removed: 18,114,359] [added: 14,467,626] | | |

The maximum performance factor for Performance Shares granted in [removed: 2015, 2016, 2017, 2018, 2019 and 2020] [added: 2015 through 2021] was 175%.

The number of Performance Shares outstanding as of December 31, [removed: 2020] [added: 2021] at target (100%) performance factor was [removed: 4,101,854.][added: 3,848,015.]

(2) Column (b) reflects the weighted average exercise price of all Stock Options under any plan that, as of December 31, [removed: 2020,] [added: 2021,] had been granted but not forfeited, expired, or exercised.

(3) Column (c) reflects the following items outstanding as of December 31, [removed: 2020:][added: 2021:]

| Total Shares recovered for issuance since January 1, 2015 | | | [removed: 28,964,432] [added: 31,545,071] | | |

| Total Shares covered by new awards and new imputed reinvested dividends on Deferred Shares since January 1, 2015 | | | [removed: 29,111,048] [added: 32,867,851] | | |

| Shares remaining available for future issuance under the 2015 Stock Plan and 2015 Director Stock Plan | | | [removed: 35,249,278] [added: 34,073,114] | | |

| Total | | | | | | 14,467,626 | | | | | | $ | 44.02 | | | | | 34,073,114 | | |

| Stock Options | | | 4,268,091 | | |

| Deferred Shares | | | 1,014,463 | | |

As of December 31, 2021:

| 2015 - 2020 | | | 28,964,432 | | |

| 2021 | | | 2,580,639 | | |

| 2015 - 2020 | | | 29,111,048 | | |

| 2021 | | | 3,756,803 | | |

| Total | | | | | | 18,114,359 | | | | | | $ | 40.25 | | | | | 35,249,278 | | |

| Stock Options | | | 7,042,441 | | |

| Deferred Shares | | | 1,105,523 | | |

As of December 31, 2020:

| 2015 - 2019 | | | 26,533,707 | | |

| 2020 | | | 2,430,725 | | |

| 2015 - 2019 | | | 24,738,291 | | |

| 2020 | | | 4,372,757 | | |

The information called for by this Item is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information called for by this item is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 150.][added: 149.]

The financial statement schedules are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 150.][added: 149.]

The exhibits are listed in the Exhibit Index which begins on page [removed: 336.][added: 331.]

| [removed: 3.1.4] [added: 3.1.9] | | | | | | [Certificate of Designations of [removed: 5.250%] [added: 5.875%] Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series [removed: C,] [added: D,] of MetLife, Inc., filed with the Secretary of State of Delaware on [removed: May 28, 2015.](http://www.sec.gov/Archives/edgar/data/1099219/000119312515204394/d932022dex31.htm)] [added: March 21, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518092177/d553518dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | [removed: May 28, 2015] [added: March 22, 2018] | | | | | | | | |

| [removed: 3.1.5] [added: 3.1.4] | | | | | | [Certificate of Elimination of 6.500% Non-Cumulative Preferred Stock, Series B, of MetLife, Inc., filed with the Secretary of State of Delaware on November 3, 2015.](http://www.sec.gov/Archives/edgar/data/1099219/000093783415000059/met-201593015xex37.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 3.7 | | | | | | November 5, 2015 | | | | | | | | |

| [removed: 3.1.6] [added: 3.1.5] | | | | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2011.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met20161231-ex34.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 3.4 | | | | | | March 1, 2017 | | | | | | | | |

| [removed: 3.1.7] [added: 3.1.6] | | | | | | [Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on April 7, 2000.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met-20161231xex32.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 3.2 | | | | | | March 1, 2017 | | | | | | | | |

| [removed: 3.1.8] [added: 3.1.7] | | | | | | [Certificate of Designations of Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc., filed with the Secretary of State of Delaware on June 10, 2005.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met20161231-ex33.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 3.3 | | | | | | March 1, 2017 | | | | | | | | |

| [removed: 3.1.9] [added: 3.1.8] | | | | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1099219/000119312517317898/d480189dex31.htm).] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1099219/000119312517317898/d480189dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | October 24, 2017 | | | | | | | | |

| [removed: 3.1.10] [added: 4.6] | | | | | | [Certificate of Designations of 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc., filed with the Secretary of State of Delaware on March 21, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518092177/d553518dex31.htm) [added: (See Exhibit 3.1.9 above).] | | | | | | [removed: 8-K] | | | | | | [removed: 001-15787] | | | | | | [removed: 3.1] | | | | | | [removed: March 22, 2018] | | | | | | | | |

| [removed: 3.1.11] [added: 3.1.10] | | | | | | [Certificate of Designations of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc., filed with the Secretary of the State of Delaware on May 31, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | June 4, 2018 | | | | | | | | |

| [removed: 3.1.12] [added: 3.1.11] | | | | | | [Certificate of Designations of 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc., filed with the Secretary of the State of Delaware on January 8, 2020.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | January 9, 2020 | | | | | | | | |

| [removed: 3.1.13] [added: 3.1.12] | | | | | | [Certificate of Designations of 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc., filed with the Secretary of the State of Delaware on September 9, 2020.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520243114/d88995dex31.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | September 10, 2020 | | | | | | | | |

| 4.2 | | | | | | [Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on April 7, 2000.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met-20161231xex32.htm) (See Exhibit [removed: 3.1.7] [added: 3.1.6] above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.3 | | | | | | [Certificate of Designations of Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc., filed with the Secretary of State of Delaware on June 10, 2005.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met20161231-ex33.htm) (See Exhibit [removed: 3.1.8] [added: 3.1.7] above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 4.5] [added: 4.8] | | | | | | [Certificate of Designations of [removed: 5.250% Fixed-to-Floating Rate] [added: 5.625%] Non-Cumulative Preferred Stock, Series [removed: C,] [added: E,] of MetLife, Inc., filed with the Secretary of [added: the] State of Delaware on May [removed: 28, 2015.](http://www.sec.gov/Archives/edgar/data/1099219/000119312515204394/d932022dex31.htm)] [added: 31, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] (See Exhibit [removed: 3.1.4] [added: 3.1.10] above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Form of Stock Certificate, [removed: 5.250%] [added: 5.875%] Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series [removed: C,] [added: D,] of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312515204394/d932022dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518092177/d553518dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: May 28, 2015] [added: March 22, 2018] | | | | | | | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, 2017.](http://www.sec.gov/Archives/edgar/data/1099219/000119312517317898/d480189dex31.htm) (See Exhibit [removed: 3.1.9] [added: 3.1.8] above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 4.8] [added: 4.14] | | | | | | [Certificate of Designations of [removed: 5.875% Fixed-to-Floating] [added: 3.850% Fixed] Rate [added: Reset] Non-Cumulative Preferred Stock, Series [removed: D,] [added: G,] of MetLife, Inc., filed with the Secretary of [added: the] State of Delaware on [removed: March 21, 2018](http://www.sec.gov/Archives/edgar/data/1099219/000119312518092177/d553518dex31.htm).] [added: September 9, 2020.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520243114/d88995dex31.htm)] (See Exhibit [removed: 3.1.10] [added: 3.1.12] above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.9 | | | | | | [Form of Stock Certificate, [removed: 5.875% Fixed-to-Floating Rate] [added: 5.625%] Non-Cumulative Preferred Stock, Series [removed: D,] [added: E,] of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518092177/d553518dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.1 | | | | | | [removed: March 22,] [added: June 4,] 2018 | | | | | | | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Certificate of Designations of [removed: 5.625%] [added: 4.75%] Non-Cumulative Preferred Stock, Series [removed: E,] [added: F,] of MetLife, Inc., filed with the Secretary of the State of Delaware on [removed: May 31, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] [added: January 8, 2020.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm)] (See Exhibit 3.1.11 above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.11 | | | | | | [Form of [removed: Stock Certificate,] [added: Depositary Receipt, Depositary Shares each representing a 1/1,000th interest in a share of] 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex42.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | [removed: 4.1] [added: 4.3] | | | | | | June 4, 2018 | | | | | | | | |

| [removed: 4.12] [added: 4.10] | | | | | | [Deposit Agreement, dated June 4, 2018, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex42.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.2 | | | | | | June 4, 2018 | | | | | | | | |

| [removed: 4.13] [added: 4.17] | | | | | | [Form of Depositary Receipt, Depositary Shares each representing a 1/1,000th interest in a share of [removed: 5.625%] [added: 4.75%] Non-Cumulative Preferred Stock, Series [removed: E,] [added: F,] of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex42.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520008087/d763325dex41.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.3 | | | | | | [removed: June 4, 2018] [added: January 15, 2020] | | | | | | | | |

| [removed: 4.14] [added: 4.13] | | | | | | [removed: [Certificate of Designations] [added: [Form] of [added: Stock Certificate,] 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, [removed: Inc., filed with the Secretary of the State of Delaware on January 8, 2020.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm) (See Exhibit 3.1.12 above).] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm)] | | | | | | [added: 8-K] | | | | | | [added: 001-15787] | | | | | | [added: 4.1] | | | | | | [added: January 9, 2020] | | | | | | | | |

| 4.15 | | | | | | [Form of Stock Certificate, [removed: 4.75%] [added: 3.850% Reset] Non-Cumulative Preferred Stock, Series [removed: F,] [added: G,] of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520243114/d88995dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.1 | | | | | | [removed: January 9,] [added: September 10,] 2020 | | | | | | | | |

| [removed: 4.16] [added: 3.1.13] | | | | | | [Certificate of [removed: Designations] [added: Elimination] of [removed: 3.850% Fixed] [added: 5.250% Fixed-to-Floating] Rate [removed: Reset] Non-Cumulative Preferred Stock, Series [removed: G,] [added: C,] of MetLife, Inc., filed with the Secretary of [removed: the] State of Delaware on [removed: September 9, 2020. (See Exhibit 3.1.13 above).](http://www.sec.gov/Archives/edgar/data/1099219/000119312520243114/d88995dex31.htm)] [added: June 29, 2021.](http://www.sec.gov/Archives/edgar/data/0001099219/000109921921000263/ex31certificateofeliminati.htm)] | | | | | | [added: 8-K] | | | | | | [added: 001-15787] | | | | | | [added: 3.1] | | | | | | [added: June 29, 2021] | | | | | | | | |

| [removed: 4.18] [added: 4.16] | | | | | | [Deposit Agreement, dated January 15, 2020, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described [removed: therein](http://www.sec.gov/Archives/edgar/data/1099219/000119312520008087/d763325dex41.htm).] [added: therein.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520008087/d763325dex41.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.1 | | | | | | January 15, 2020 | | | | | | | | |

| [removed: 4.20] [added: 4.18] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex420.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex418.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.2 | | | | | | [removed: [Five-Year] [added: [Amended and Restated] Credit Agreement, dated as of [removed: August 4, 2017 (“2017 Credit Agreement”),] [added: February 26, 2021,] amending and restating the Five-Year Credit Agreement, dated as of [removed: May 30, 2014 (“2014 Credit Agreement”),] [added: August 4, 2017,] among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and the other parties signatory [removed: thereto (The 2017 Credit Agreement is included as Exhibit A to the Second Amendment, dated as of December 20, 2016, to the 2014 Credit Agreement).](http://www.sec.gov/Archives/edgar/data/1099219/000119312516799653/d289830dex101.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/0001099219/000119312521065780/d123195dex101.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | [removed: December 21, 2016] [added: March 2, 2021] | | | | | | | | |

| 10.6.1 | | | | | | [MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/1099219/000119312516772318/d188950dex41.htm)[,] [added: 2005,] implemented November [removed: 20](http://www.sec.gov/Archives/edgar/data/1099219/000119312516772318/d188950dex41.htm)[12](http://www.sec.gov/Archives/edgar/data/1099219/000119312516772318/d188950dex41.htm)[).*](http://www.sec.gov/Archives/edgar/data/1099219/000119312516772318/d188950dex41.htm)] [added: 2012).*](http://www.sec.gov/Archives/edgar/data/1099219/000119312516772318/d188950dex41.htm)] | | | | | | S-8 | | | | | | 333-214710 | | | | | | 4.1 | | | | | | November 18, 2016 | | | | | | | | |

| 10.6.2 | | | | | | [Amendment to MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, 2005, implemented November [removed: 2020).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex1062.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex1062.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.6.2] | | | | | | [added: February 19, 2021] | | | | | | [removed: X] | | |

| 10.14.2 | | | | | | [Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2005 SIC Plan effective February 11, 2013.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513062835/d483242dex1010.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | [removed: 10.10] [added: 10.1] | | | | | | February 15, 2013 | | | | | | | | |

| 10.14.5 | | | | | | [Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1099219/000119312514440212/d820187dex107.htm) *] [added: 2015 *](http://www.sec.gov/Archives/edgar/data/1099219/000119312514440212/d820187dex107.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.7 | | | | | | December 11, 2014 | | | | | | | | |

| 10.15.4 | | | | | | [Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2015.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312514440212/d820187dex1010.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | [removed: 10.10] [added: 10.1] | | | | | | December 11, 2014 | | | | | | | | |

| 10.18.5 | | | | | | [Form of Performance Share Agreement under the 2015 SIC Plan, effective February 23, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10185.htm)] [added: 2021.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10185.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.18.5] | | | | | | [added: February 19, 2021] | | | | | | [removed: X] | | |

| 10.19.5 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 23, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10195.htm)] [added: 2021.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10195.htm)] | | | | | | 10-K | | | | | | [added: 001-15787] | | | | | | [added: 10.19.5] | | | | | | [added: February 19, 2021] | | | | | | [removed: X] | | |

| 10.20.3 | | | | | | [Award Agreement Supplement, effective February 23, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10203.htm)] [added: 2021.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921921000050/met-12312020xex10203.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.20.3] | | | | | | [added: February 19, 2021] | | | | | | [removed: X] | | |