MetLife (MET) 10-K risk factor changes: FY2022 vs FY2021

These risk factors [removed: are] [added: do] not [removed: a complete set of] [added: describe] all potential risks that could affect MetLife.

Market factors, including interest rates, credit spreads, equity prices, derivative prices and availability, real estate conditions, foreign currency exchange rates, consumer and government spending, [added: government default or spending reductions to avoid default,] business investment, [added: climate change, public health risks,] volatility, disruptions and strength of the capital markets, deflation and inflation, and government actions in response [removed: thereto] [added: thereto,] may 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.

Higher unemployment, changes to inflation, lower family income, lower corporate earnings, [added: greater government regulation,] lower business investment, lower consumer spending, elevated incidence of claims, adverse utilization of benefits relative to our best estimate expectations, lapses or surrenders of policies, reduced demand for our products, and deferred or canceled payments of insurance premiums may negatively affect our earnings and capitalization.

Declining equity [added: or debt] 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 [removed: carry, accelerate the amortization of deferred policy acquisition costs (“DAC”),] [added: carry] and require us to increase funding to our captive reinsurers.

Additionally, [added: higher or] lower interest rates may [added: impact the value and/or] reduce returns in fixed income investments.

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

[removed: Lower spreads may accelerate the amortization of DAC, reducing] [added: Reductions in] net income [removed: and] [added: may] in [removed: turn, harming] [added: turn harm] our credit instrument covenants [removed: or] [added: and] rating agency assessment of our financial condition.

Interest rate increases may [removed: also] harm our profitability.

This may result in cash outflows requiring the sale of investments on less favorable terms, resulting in investment [removed: losses.][added: losses and reductions in net income.]

[removed: We may accelerate the amortization of DAC and value of business acquired (“VOBA”), reducing] [added: Reductions in] net [removed: income, harming] [added: income from these factors may in turn harm] our credit instrument covenants [removed: and] [added: or] rating agency assessment of our financial condition.

Furthermore, if interest rates rise, our unrealized gains on fixed income securities may decrease and [removed: our unrealized losses may increase.]

In addition, asymmetrical and non-economic accounting may cause material changes to our net income and stockholders’ equity because we record our non-qualified derivatives at fair value through earnings, while [removed: the related] [added: certain] hedged items [removed: either] [added: may] follow an accrual-based accounting model or are recorded at fair value through other comprehensive income.

Downturns and volatility in equity markets may harm our savings and investment products’ revenues and investment returns, where fee income is earned based upon the [removed: estimated] fair value of our managed assets.

Changes in leasable commercial space supply and demand, pandemics and other public health 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 [removed: and real estate] [added: equity investments including] joint ventures.

[removed: Obligor] [added: Political, Obligor] and Counterparty Risks

Additionally, the change in value of underlying collateral within [removed: asset-backed securities (“ABS”), including] mortgage-backed securities, [added: asset-backed securities (“ABS”) and collateralized loan obligations (“CLO”)] may result in a default on principal and interest payments, reducing our cash flows.

We may be unable to mitigate the risk of such changes in exchange rates due to unhedged positions, asymmetrical and non-economic accounting resulting from derivative gains (losses) on non-qualifying hedges, the failure of hedges to [removed: effectively offset the impact of the foreign currency exchange rate fluctuation, or other factors.]

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

If the net estimated fair value of a derivative to which we are a party declines, we may need to pledge [added: additional] collateral or make [added: increased] payments.

In cases of volatility, disruption, or other conditions in global [removed: capital] [added: financial] 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.

We may fail to comply with or fulfill all conditions under the unsecured [added: revolving] credit facility (the “Credit Facility”) MetLife, Inc. and MetLife Funding, Inc. (“MetLife Funding”) maintain.

[removed: Our risk of] loss may increase if we decrease the amount of our reinsurance.

Any of these changes may harm our ability to continue to offer [added: the] products we do today or to introduce new products.

We may incur costs to comply with laws and regulations and changes to these laws and regulations may increase our [removed: expenses.][added: expenses and regulatory capital charges.]

Laws, regulations or regulatory actions may limit or change the type, amount or structure of compensation or benefits we offer our employees or others, [added: or may limit or ban the use of non-competition agreements,] which may harm our ability to compete in recruiting and retaining key personnel.

They may extend insurance coverage beyond our policy or contract terms and may impose premium grace periods, suspend cancellations, lower or freeze premium rates, [added: allow non-contractual withdrawals,] and extend proof of loss deadlines, including retroactively, exposing us to risks and costs we are unable to foresee or underwrite.

Changes in tax laws or interpretations of such laws could increase our corporate taxes, reduce our earnings, and [removed: increase] [added: adjust the value of] our deferred [removed: income] tax [added: assets and] liabilities.

Regulators or private parties may bring class actions, individual suits, or investigations seeking large recoveries [added: and] 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 COVID-19 pandemic), data security incidents, discriminatory or inequitable practices, and breaches of fiduciary or other duties.

Differences between LIBOR and the 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 [added: or dividend] rates on our [removed: borrowing] [added: borrowing, preferred stock] or debt.

The effects on our business and investments will vary depending on the transition of our existing LIBOR contracts to alternative reference rates, including the adequacy of LIBOR fallback provisions in such [removed: contracts and] [added: contracts,] whether, how, and when industry participants adopt alternative reference rates for new products or [removed: instruments.][added: instruments, the availability of “synthetic” LIBOR and the applicability of U.S. legislative remedies that address LIBOR transition risk for various legacy U.S. Dollar LIBOR contracts.]

[removed: Our] transition may not effectively protect other aspects of our business, such as our operations and the accuracy of the financial models and valuations we use to gauge our risks, for financial reporting, or other purposes.

Our Efforts to Meet Environmental, Social, and Governance Standards and to Enhance the Sustainability of our Businesses May Not Meet [removed: Investors' or] [added: Investors',] Regulators' [added: or Customers'] Expectations

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

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 fully satisfy investors, regulators, [added: customers] or others.

Insurance regulators may restrict dividends or other payments above certain amounts where their approval is required if they determine payments could be adverse to our policyholders or [removed: contract holders.][added: contractholders.]

Business conditions, rating agency considerations, taxation, dividend and repatriation rules, and monetary transfer and foreign currency exchange rules may limit [removed: our insurance subsidiaries’ dividends and other payments.]

In case of a major economic downturn, [added: U.S. government default (or threatened default),] acts of corporate malfeasance, widening credit risk spreads, ratings downgrades or other events, our estimated fair value of our fixed income securities and loan portfolios and corresponding earnings may decline, and the default rate of our investment portfolio may increase.

Legislation or regulations that would allow or require modifications to the terms of, or impact the value of, mortgage loans [added: or other investments] could harm our investment portfolio.

These [removed: have increased and] may continue to [removed: increase] [added: contribute to] our risk of investment defaults, downgrades and volatility, and lower variable investment income and returns, and may cause or exacerbate any of the investment risks we describe in these risk factors.

[removed: We may base our asset valuations on less observable and more subjective judgments, assumptions, or] methods that may result in estimated fair values that significantly vary by period, and may exceed the investment’s sale price.

our unrealized losses may increase.

During inflationary periods with rising interest rates, the value of fixed income investments falls which could increase realized and unrealized losses, resulting in additional deferred tax assets that may not be realizable.

The rapidly rising interest rate environment may cause the interest maintenance reserve (“IMR”) balance of certain of our insurance subsidiaries to decrease or become negative because of their bond sales at a capital loss.

Current statutory accounting guidance requires the non-admittance of negative IMR.

If the IMR balance of our insurance subsidiaries becomes negative, surplus and financial strength of certain of our insurance subsidiaries may not be captured in the Consolidated Financial Statements due to lower surplus and RBC ratios.

The NAIC is considering whether the allowance of a negative IMR balance in statutory accounting should be permitted, although the outcome of this initiative is uncertain.

The discount rate used to calculate liabilities for future policy benefits includes a component for market credit spreads.

Changes in market credit spreads could result in volatility to liabilities for future policy benefits.

In the U.S., one of the most serious threats facing the economy is the disagreement over the federal debt limit which, if not addressed in the coming months, could lead to a default on the federal debt, adverse market impact and a recession this year.

effectively offset the impact of the foreign currency exchange rate fluctuation, or other factors.

Our risk of

The FCA has proposed that the ICE Benchmark Administration continue publication of one-, three- and six-month U.S. Dollar LIBOR settings on a “synthetic,” or non-representative, basis through the end of September, 2024.

Our

In June 2022, we announced our goal to achieve net zero greenhouse gas emissions for our global operations and general account investment portfolio by 2050 or sooner.

We are reorienting our climate commitments to advance this goal, which involves assumptions and expectations that involve risks and uncertainties.

our insurance subsidiaries’ dividends and other payments.

We may base our asset valuations on less observable and more subjective judgments, assumptions, or

Furthermore, the

to avoid and deter foreign corrupt practices, or otherwise, and may increase both our compliance costs and our risk of violations.

Additionally, attrition could cause a lapse in implementation of policies and procedures.

A failure in the security of such systems, use by our employees or agents of unauthorized tools, software or other technology to communicate with customers or

regulatory approvals, modification of our operations and changes to our investment portfolios or derivatives hedging activities.

These factors could also cause an impairment of the value of distribution agreements acquired (“VODA”) or the value of customer relationships acquired (“VOCRA”).

| [Forward-Looking Statements and Other Financial [removed: Information](#i1660f8fa407048f2bb3753287c38e333_205)] [added: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_205)] | | | [removed: [52](#i1660f8fa407048f2bb3753287c38e333_205)] [added: [52](#i215c1c38b6bb481e9ac5f01e012ea78b_205)] | | |

| [Executive [removed: Summary](#i1660f8fa407048f2bb3753287c38e333_208)] [added: Summary](#i215c1c38b6bb481e9ac5f01e012ea78b_208)] | | | [removed: [52](#i1660f8fa407048f2bb3753287c38e333_208)] [added: [52](#i215c1c38b6bb481e9ac5f01e012ea78b_208)] | | |

| [Industry [removed: Trends](#i1660f8fa407048f2bb3753287c38e333_235)] [added: Trends](#i215c1c38b6bb481e9ac5f01e012ea78b_235)] | | | [removed: [55](#i1660f8fa407048f2bb3753287c38e333_235)] [added: [55](#i215c1c38b6bb481e9ac5f01e012ea78b_235)] | | |

| [Summary of Critical Accounting [removed: Estimates](#i1660f8fa407048f2bb3753287c38e333_268)] [added: Estimates](#i215c1c38b6bb481e9ac5f01e012ea78b_268)] | | | [removed: [62](#i1660f8fa407048f2bb3753287c38e333_268)] [added: [62](#i215c1c38b6bb481e9ac5f01e012ea78b_268)] | | |

| [Acquisitions and [removed: Dispositions](#i1660f8fa407048f2bb3753287c38e333_304)] [added: Dispositions](#i215c1c38b6bb481e9ac5f01e012ea78b_301)] | | | [removed: [70](#i1660f8fa407048f2bb3753287c38e333_304)] [added: [70](#i215c1c38b6bb481e9ac5f01e012ea78b_301)] | | |

| [Liquidity and Capital [removed: Resources](#i1660f8fa407048f2bb3753287c38e333_565)] [added: Resources](#i215c1c38b6bb481e9ac5f01e012ea78b_562)] | | | [removed: [118](#i1660f8fa407048f2bb3753287c38e333_565)] [added: [113](#i215c1c38b6bb481e9ac5f01e012ea78b_562)] | | |

| [Future Adoption [removed: of](#i1660f8fa407048f2bb3753287c38e333_751) [Accounting Pronouncements](#i1660f8fa407048f2bb3753287c38e333_751)] [added: of Accounting Pronouncements](#i215c1c38b6bb481e9ac5f01e012ea78b_748)] | | | [removed: [134](#i1660f8fa407048f2bb3753287c38e333_751)] [added: [129](#i215c1c38b6bb481e9ac5f01e012ea78b_748)] | | |

| [Non-GAAP and Other Financial [removed: Disclosures](#i1660f8fa407048f2bb3753287c38e333_754)] [added: Disclosures](#i215c1c38b6bb481e9ac5f01e012ea78b_751)] | | | [removed: [135](#i1660f8fa407048f2bb3753287c38e333_754)] [added: [130](#i215c1c38b6bb481e9ac5f01e012ea78b_751)] | | |

For information relating to the Company’s financial condition and results of operations as of and for the year ended December 31, [removed: 2019,] [added: 2020,] as well as for the year ended December 31, [removed: 2020] [added: 2021] compared with the year ended December 31, [removed: 2019,] [added: 2020,] 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: 2020.][added: 2021.]

[removed: The] [added: Global inflation, supply chain disruptions, the Russia-Ukraine conflict, and the] COVID-19 pandemic [removed: continues] [added: continue] to impact the global economy and financial markets and has caused volatility in the global equity, credit and real estate markets.

See [removed: also] Note [removed: 8] [added: 13] of the Notes to the Consolidated Financial Statements for further information regarding [removed: COVID-19 pandemic-related mortgage loan concessions.][added: the Company’s Credit Facility and certain committed facilities.]

During [removed: 2021,] [added: 2022,] adjusted premiums, fees and other revenues, net of foreign currency fluctuations, [removed: decreased] [added: increased] compared to [removed: 2020] [added: 2021] driven by [removed: the disposition of MetLife P&C.][added: growth in our U.S. segment, primarily in our RIS business.]

[removed: Changes in] [added: Higher] long-term interest rates drove an unfavorable change in net derivative gains (losses).

[removed: Underwriting experience was unfavorable] [added: Favorable underwriting resulted in a $1.1 billion increase in adjusted earnings] and reflected [added: overall lower] impacts from the COVID-19 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: 2021:][added: 2022:]

[removed: ][added: ]

(1) Excludes Corporate & Other adjusted loss available to common shareholders of [removed: $399] [added: $844] million.

Year Ended December 31, [removed: 2021] [added: 2022] Compared with the Year Ended December 31, [removed: 2020][added: 2021]

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

| Net income (loss) available to MetLife, Inc.’s common shareholders [removed: up $1.2] [added: down $4.0] billion: | | | | | | | | | | | | | | | | | |

| • | | | [removed: Favorable] [added: Unfavorable] change in net investment gains (losses) of [removed: $1.6] [added: $2.8] billion [removed: ($1.3] [added: ($2.2] billion, net of income tax) | | | | | | | | | | | | | | |

| • | | | Favorable change from [removed: annual] actuarial assumption reviews of [removed: $97] [added: $356] million [removed: ($85] [added: ($269] million, net of income [removed: tax)(2)] [added: tax)(3)] | | | | | | | | | | | | | | |

| • | | | Unfavorable change in net derivative gains (losses) of [removed: $3.6 billion ($2.8 billion,] [added: $144 million ($114 million,] net of income [removed: tax)(3)] [added: tax)(2)] | | | | | | | | | | | | | | |

| • | | | Adjusted earnings available to common shareholders [removed: up $2.3] [added: down $2.4] billion | | | | | | | | | | | | | | |

| [removed: (2)] [added: (3)] 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: 2021] [added: 2022] Compared with the Year Ended December 31, [removed: 2020] [added: 2021] — Actuarial Assumption [removed: Review”] [added: Review and Certain Other Insurance Adjustments”] for additional information. | | | | | | | | | | | | | | | | | |

| [removed: (3)] [added: (2)] Includes amounts relating to investment hedge adjustments, which are also included in adjusted earnings available to common shareholders. See “— [removed: Investments—] [added: Investments —] Current [removed: Environment—] [added: Environment —] Investment Portfolio Results” for additional information. | | | | | | | | | | | | | | | | | |

[removed: | Adjusted] [added: The primary drivers of the decrease in adjusted] earnings [removed: available to common shareholders up $2.3 billion primarily due to] [added: were] (i) [removed: higher] [added: lower] investment yields due to [removed: strong] [added: the unfavorable impact of lower equity market] returns [removed: in] [added: on] our private equity [added: funds] and [removed: real estate portfolios,] [added: hedge funds,] (ii) [removed: an increase in] [added: higher interest credited expense and (iii) higher expenses, partially offset by (i) higher] net investment income due to a larger average invested asset base, and [removed: (iii) lower interest credited expenses, partially offset by (i) unfavorable underwriting, which reflected impacts from the COVID-19 pandemic, and] (ii) [removed: the disposition of MetLife P&C, which decreased adjusted earnings] [added: favorable underwriting, primarily driven] by [removed: $322 million. | | | | | | | | | | | | | | | | | |][added: an overall decline in COVID-19 related claims.]

[removed: | | | | • | | |] [added: Our results for 2021 included] the favorable [removed: impact] [added: impacts] of tax adjustments [removed: 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. [removed: parent | | | | | | | | | | | |][added: parent, as well as the release of a legal reserve, all in Corporate & Other, and the unfavorable impact of our actuarial assumption review.]

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

As of December 31, [removed: 2021,] [added: 2022,] we had $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.

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

Assuming (i) interest rates following the observable forward yield curves as of December 31, [removed: 2021,] [added: 2022,] including a 10-year U.S. Treasury rate of [removed: 1.51%] [added: 3.88%] at December 31, [removed: 2021,] [added: 2022,] and [removed: 1.73%] [added: 3.84%] at December 31, [removed: 2022,] [added: 2023,] (ii) [removed: a mid-single digit] S&P 500 equity index annual return [added: of 5%] over the near-term, and (iii) [removed: positive low double digit] private equity annual returns [added: of 12%] over the near-term consistent with historical long-term averages; we expect to maintain the two-year average annual ratio of free cash flow to adjusted earnings, excluding total notable items, at 65% to 75%.

[removed: Based] [added: Further, based] on the aforementioned assumptions, [added: the growing impact of our mix of business and higher new business returns over the last several years, as well as the impact of LDTI,] we [removed: continue to] [added: are increasing our] target [removed: an] [added: for] adjusted return on equity, excluding accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments [removed: (“FCTA”), of 12%] [added: (“FCTA”)] to [removed: 14%] [added: 13% to 15%] over the near-term.

Lastly, we [removed: remain on track] [added: expect] to [added: exceed our goals to] generate approximately $20.0 billion of free cash flow [added: and make available an additional $1.0 billion to invest in growth and innovation,] over the time period of 2020 through 2024.

[removed: We are fully committed to achieving a] [added: Our] full year direct expense [removed: ratio,] [added: ratio target,] excluding total notable items related to direct expenses and pension risk transfers, [removed: of less than 12.3%] [added: is 12.6%] over the near-term.

Our outlook relies on the accuracy of our assumptions about future economic and business conditions, which can be affected by known and unknown [removed: risks] [added: risks, uncertainties] and other [removed: uncertainties, such as those posed by the COVID-19 pandemic.][added: factors.]

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

We may revise our outlook as we obtain more information regarding [removed: the effects of the COVID-19 pandemic, the effect and efficacy of efforts taken to respond to it,] economic conditions, regulatory changes, and other events, and the impact of these events on our business operations, investment portfolio, derivatives, financial results and financial condition.

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

We are closely monitoring political and economic conditions that might contribute to global market volatility and impact our business operations, investment portfolio and derivatives, such as [added: global inflation, supply chain disruptions,] the [removed: COVID-19 pandemic] [added: Russia-Ukraine conflict] and [removed: global inflation.][added: the COVID-19 pandemic.]

| [Consolidated Company Outlook](#i215c1c38b6bb481e9ac5f01e012ea78b_220) | | | [54](#i215c1c38b6bb481e9ac5f01e012ea78b_220) | | |

| [Results of Operations](#i215c1c38b6bb481e9ac5f01e012ea78b_304) | | | [71](#i215c1c38b6bb481e9ac5f01e012ea78b_304) | | |

| [Investments](#i215c1c38b6bb481e9ac5f01e012ea78b_388) | | | [88](#i215c1c38b6bb481e9ac5f01e012ea78b_388) | | |

| [Derivatives](#i215c1c38b6bb481e9ac5f01e012ea78b_463) | | | [104](#i215c1c38b6bb481e9ac5f01e012ea78b_463) | | |

| [Policyholder Liabilities](#i215c1c38b6bb481e9ac5f01e012ea78b_502) | | | [106](#i215c1c38b6bb481e9ac5f01e012ea78b_502) | | |

| [Adopted Accounting Pronouncements](#i215c1c38b6bb481e9ac5f01e012ea78b_745) | | | [129](#i215c1c38b6bb481e9ac5f01e012ea78b_745) | | |

| [Risk Management](#i215c1c38b6bb481e9ac5f01e012ea78b_757) | | | [133](#i215c1c38b6bb481e9ac5f01e012ea78b_757) | | |

| [Subsequent Events](#i215c1c38b6bb481e9ac5f01e012ea78b_778) | | | [135](#i215c1c38b6bb481e9ac5f01e012ea78b_778) | | |

Equity market returns had a less favorable impact on our private equity funds and hedge funds compared to 2021 and resulted in lower investment yields, however, positive net flows drove an increase in our investment portfolio.

An unfavorable change in net investment gains (losses) primarily reflects 2022 losses versus 2021 gains on sales of fixed maturity securities and the 2021 gain on the sale of Metropolitan Property and Casualty Insurance Company and certain of its wholly-owned subsidiaries (collectively, “MetLife P&C”), partially offset by the 2021 losses on the sale of certain subsidiaries.

Underwriting experience was favorable and reflected an overall decline in COVID-19 related claims.

Our actuarial assumption review resulted in a gain in 2022 versus a charge in 2021.

In addition, 2022 results include the favorable impact from a reinsurance recapture and the unfavorable impact from model refinements.

| Adjusted earnings available to common shareholders was down $2.4 billion primarily due to (i) lower investment yields as a result of the unfavorable impact of lower equity market returns on our private equity funds and hedge funds, (ii) higher interest credited expense and (iii) higher expenses, partially offset by (i) higher net investment income due to a larger average invested asset base, and (ii) favorable underwriting, primarily driven by an overall decline in COVID-19 related claims. Our results for 2022 also included the favorable impacts from a reinsurance recapture in our U.S. segment, a reinsurance settlement in our MetLife Holdings segment and our actuarial assumption review, as well as the unfavorable impact from model refinements in our MetLife Holdings segment. Our results for 2021 included the favorable impacts of tax adjustments 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, as well as the release of a legal reserve, all in Corporate & Other, and the unfavorable impact of our actuarial assumption review. | | | | | | | | | | | | | | | | | |

Our outlook reflects the impacts of the adoption of targeted improvements to the accounting for long-duration contracts (“LDTI”).

We assume COVID-19 to be endemic consistent with the recent trends that we have been experiencing.

We expect continued uncertainty to persist around inflation and a potential recession.

We expect interest rates to remain elevated relative to December 31, 2022.

In 2023, we expect to maintain this holding company cash target.

This increase from the previous target of 12.3% reflects a reduction in adjusted premiums, fees and other revenues, excluding pension risk transfers, due to the impact of the adoption of LDTI.

Since this change in accounting will be applied retrospectively to January 1, 2021, our previously reported direct expense ratios will likewise be re-calibrated to put 2021 and 2022 on the same basis as 2023 and beyond.

See “— Impact of Market Interest Rates — Effects of Inflation,” and “— Investments — Current Environment.”

Governments and central banks around the world are using fiscal and monetary policies to address uncertain economic conditions.

In the U.S., the Federal Reserve Board and the Federal Open Market Committee took various actions in 2022 to promote economic stability and combat inflation, including raising interest rates, although a heightened level of concern about an economic downturn in the U.S. remains.

The European Central Bank and Bank of England have been taking similar actions.

In contrast, the Bank of Japan (“BoJ”) has mostly kept its monetary policy settings on hold, reflecting a more cautious view on growth.

The Japanese yen weakened to its lowest level against the U.S. dollar since the 1990s as monetary policy divergence has widened between the BoJ and the Federal Reserve Board.

| Three-month LIBOR | | | 4.74% | | | 4.24% | | | 5.24% | | | | | | 3.52% | | | 3.02% | | | 4.02% | | | | | | 3.41% | | | 2.91% | | | 3.91% | | |

| 10-year U.S. Treasury | | | 3.84% | | | 3.34% | | | 4.34% | | | | | | 3.86% | | | 3.36% | | | 4.36% | | | | | | 3.93% | | | 3.43% | | | 4.43% | | |

| 30-year U.S. Treasury | | | 3.91% | | | 3.41% | | | 4.41% | | | | | | 3.89% | | | 3.39% | | | 4.39% | | | | | | 3.88% | | | 3.38% | | | 4.38% | | |

| | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

- Net decrease in amortization of $281 million associated with the general account long-term investment rates of return, primarily driven by the following:

- A decrease in amortization of approximately $60 million associated with realized losses in Japan largely caused by the increasing interest rate environment in 2022.

- Net decrease in amortization of $115 million associated with net investment/net derivative gains (losses) and GMIBs, primarily driven by the following:

- Net decrease in amortization of approximately $105 million resulting from other investment activities.

- Net increase in amortization of $183 million associated with in-force/persistency primarily due to higher lapses in Japan.

- Net decrease in amortization of $146 million associated with policyholder dividends, expense and other, was primarily driven by following:

- A decrease of approximately $50 million of DAC amortization resulting from the actuarial assumption review relating to the closed block.

- Decrease in amortization of approximately $90 million mostly due to unfavorable closed block mortality.

- A decrease in amortization of approximately $10 million associated with gains from GMIB hedges and the decreases in GMIB obligations.

| [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

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

See “— 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.

In 2021 and 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 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 “— 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.

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

_______________

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

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

| • | | | Our results for 2021 also included the following: | | | | | | | | | | | | | | |

| | | | • | | | the unfavorable impact from our annual actuarial assumption review of $140 million, net of income tax. | | | | | | | | | | | |

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

| • | | | Our results for 2020 included the unfavorable impact from our annual actuarial assumption review of $203 million, net of income tax. | | | | | | | | | | | | | | |

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.

While the economic projections of the Federal Reserve Board suggest that the interest rates will increase in 2022, a prolonged low interest rate environment still remains possible.

In 2022, we expect to maintain this holding company cash target and expect to be at or above the high end of this range.

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.

Furthermore, we continue to execute on our Next Horizon Strategy, which was introduced at our December 2019 Investor Day.

Governments and central banks around the world responded to the COVID-19 pandemic with unprecedented fiscal and monetary policies, but many of these stimulus programs are now winding down due to global economic recovery and rising inflation.

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.

The EU also approved a regional stimulus package comprised of grants and low interest financing to member states, which became operational in mid-2021.

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.

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

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

The fixed maturity securities AFS include U.S. and foreign government bonds, securities issued by government agencies, corporate bonds, mortgage-backed securities and [removed: ABS,] [added: ABS & CLO,] all of which are mainly exposed to changes in medium- and long-term interest rates.

The principal currencies that create foreign currency exchange rate risk in our investment portfolios and liabilities are the [removed: Euro, the] Japanese [removed: yen] [added: yen, the Euro] and the British pound.

In computing the duration of liabilities, we consider [removed: all] policyholder guarantees and how we intend to set indeterminate policy elements such as interest credits or dividends.

Derivative hedges are designed to reduce risk on an economic basis while considering their impact on financial results under different accounting regimes, including [removed: U.S.] GAAP and local statutory accounting.

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

This analysis estimates the potential changes in estimated fair value based on a hypothetical [removed: 10%] [added: 100 basis point] change (increase or decrease) in interest rates, [added: as well as a 10% change (increase or decrease) in] foreign currency exchange rates and equity market prices.

We believe [removed: that a 10% change (increase or decrease) in] these [added: changes in] market rates and prices [removed: is] [added: are] reasonably possible in the near term.

In performing the analysis summarized below, we used market rates at December 31, [removed: 2021.][added: 2022.]

- the net present values of our interest rate sensitive exposures resulting from a [removed: 10%] [added: 100 basis point] change (increase or decrease) in interest rates;

- interest sensitive and foreign currency exchange rate sensitive liabilities do not include [removed: $217.5] [added: $223.9] billion, at carrying value, of insurance contracts.

Based on our analysis of the impact of a [added: 100 basis point change (increase or decrease) in interest rates, as well as a] 10% change (increase or decrease) in [removed: market] [added: foreign currency exchange] rates and [added: equity market] prices, we have determined that such a change could have a material adverse effect on the estimated fair value of certain assets and liabilities from interest rate, foreign currency exchange rate and equity market exposures.

| Interest rate risk | | | $ | [removed: 4,989] [added: 22,327] | |

| Foreign currency exchange rate risk | | | $ | [removed: 7,239] [added: 5,929] | |

| Equity market risk | | | $ | [removed: 123] [added: 97] | |

The risk sensitivities derived used a [removed: 10%] [added: 100 basis point] increase to interest rates, a 10% strengthening of the U.S. dollar against foreign currencies, and a 10% increase in equity prices.

The table below provides additional detail regarding the potential loss in estimated fair value of our interest sensitive financial instruments due to a [removed: 10%] [added: 100 basis point] increase in interest rates at:

| | | | Notional Amount | | | | | | Estimated Fair Value (1) | | | | | | Assuming a [removed: 10%] [added: 100 bps] Increase in Interest Rates | | |

| Fixed maturity securities AFS | | | | | | | | | $ | [removed: 340,274] [added: 276,780] | | | | | $ | [removed: (4,562)] [added: (20,707)] | |

| Equity securities | | | | | | | | | $ | [removed: 1,269] [added: 1,684] | | | | | [removed: (1)] [added: (80)] | | |

| FVO [removed: securities] [added: Securities] | | | | | | | | | $ | [removed: 1,602] [added: 1,435] | | | | | [removed: (7)] [added: (26)] | | |

| Policy loans | | | | | | | | | $ | [removed: 10,751] [added: 9,682] | | | | | [removed: (56)] [added: (268)] | | |

| Short-term investments | | | | | | | | | $ | [removed: 7,176] [added: 4,935] | | | | | [removed: (2)] [added: (11)] | | |

| Other invested assets | | | | | | | | | $ | [removed: 1,984] [added: 2,078] | | | | | [removed: (2)] [added: (50)] | | |

| Cash and cash equivalents | | | | | | | | | $ | [removed: 20,047] [added: 20,195] | | | | | [removed: —] [added: (6)] | | |

| Accrued investment income | | | | | | | | | $ | [removed: 3,185] [added: 3,446] | | | | | — | | |

| Premiums, reinsurance and other receivables | | | | | | | | | $ | [removed: 2,454] [added: 2,963] | | | | | [removed: (15)] [added: (37)] | | |

| Other assets | | | | | | | | | $ | [removed: 291] [added: 265] | | | | | [removed: (2)] [added: (14)] | | |

| Embedded derivatives within asset host contracts (2) | | | | | | | | | $ | [removed: 38] [added: 29] | | | | | [removed: —] [added: (8)] | | |

| Total assets | | | | | | | | | | | | | | | $ | [removed: (5,000)] [added: (24,021)] | |

| Payables for collateral under securities loaned and other transactions | | | | | | | | | $ | [removed: 31,920] [added: 20,937] | | | | | — | | |

| Short-term debt | | | | | | | | | $ | [removed: 341] [added: 175] | | | | | — | | |

| Long-term debt | | | | | | | | | $ | [removed: 16,621] [added: 14,241] | | | | | [removed: 237] [added: 1,031] | | |

| Collateral financing arrangement | | | | | | | | | $ | [removed: 630] [added: 591] | | | | | — | | |

| Junior subordinated debt securities | | | | | | | | | $ | [removed: 4,447] [added: 3,502] | | | | | [removed: 57] [added: 294] | | |

| Other liabilities | | | | | | | | | $ | [removed: 2,835] [added: 3,170] | | | | | [removed: 43] [added: 14] | | |

| Embedded derivatives within liability host contracts (2) | | | | | | | | | $ | [removed: 649] [added: 578] | | | | | [removed: 77] [added: 7] | | |

| Total liabilities | | | | | | | | | | | | | | | $ | [removed: 925] [added: 5,132] | |

| Interest rate floors | | | $ | [removed: 7,701] [added: 25,270] | | | | | $ | [removed: 145] [added: 125] | | | | | [removed: (8)] [added: (66)] | | |

| Interest rate caps | | | $ | [removed: 65,559] [added: 48,290] | | | | | $ | [removed: 124] [added: 950] | | | | | [removed: 20] [added: —] | | |

| | | | December 31, 2022 | | |

| | | | December 31, 2022 | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 78,694 | | | | | (2,708) | | |

| Policyholder account balances | | | | | | | | | $ | 115,408 | | | | | $ | 3,339 | |

| Interest rate swaps | | | $ | 39,911 | | | | | $ | 938 | | | | | $ | (2,182) | |

| Interest rate caps | | | $ | 48,290 | | | | | $ | 950 | | | | | 302 | | |

| Interest rate options | | | $ | 44,391 | | | | | $ | 385 | | | | | (218) | | |

| Foreign currency swaps | | | $ | 56,025 | | | | | $ | 3,008 | | | | | (307) | | |

| Currency options | | | $ | 3,000 | | | | | $ | 236 | | | | | (8) | | |

Sensitivity to interest rates decreased $9.0 billion to $22.0 billion at December 31, 2022 from $31.0 billion at December 31, 2021.

| | | | December 31, 2022 | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 78,694 | | | | | (815) | | |

| Policy loans | | | | | | | | | $ | 9,682 | | | | | (123) | | |

| Policyholder account balances | | | | | | | | | $ | 115,408 | | | | | $ | 2,757 | |

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

| Synthetic GICs | | | $ | 46,316 | | | | | $ | — | | | | | — | | |

| Foreign currency swaps | | | $ | 56,025 | | | | | $ | 3,008 | | | | | 1,360 | | |

| Foreign currency forwards | | | $ | 18,211 | | | | | $ | (234) | | | | | (931) | | |

| Currency options | | | $ | 3,000 | | | | | $ | 236 | | | | | 162 | | |

| Equity variance swaps | | | $ | 163 | | | | | $ | 3 | | | | | — | | |

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

| | | | December 31, 2022 | | | | | | | | | | | | | | |

| Interest rate floors | | | $ | 25,270 | | | | | $ | 125 | | | | | — | | |

| Interest rate futures | | | $ | 1,453 | | | | | $ | 1 | | | | | — | | |

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

| Synthetic GICs | | | $ | 46,316 | | | | | $ | — | | | | | — | | |

| Currency futures | | | $ | 333 | | | | | $ | 8 | | | | | — | | |

| Currency options | | | $ | 3,000 | | | | | $ | 236 | | | | | — | | |

| Credit default swaps | | | $ | 14,437 | | | | | $ | 44 | | | | | — | | |

| Equity futures | | | $ | 2,988 | | | | | $ | 4 | | | | | (207) | | |

| Equity variance swaps | | | $ | 163 | | | | | $ | 3 | | | | | — | | |

| Equity total return swaps | | | $ | 2,799 | | | | | $ | (89) | | | | | (208) | | |

(3)Excludes $223.9 billion of liabilities, at carrying value, pursuant to insurance contracts reported within future policy benefits and other policy-related balances.

This risk is managed by our ALM Department in partnership with the Investments Department.

| | | | December 31, 2021 | | |

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

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

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

| Interest rate swaps | | | $ | 46,527 | | | | | $ | 5,692 | | | | | $ | (547) | |

| Interest rate total return swaps | | | $ | 1,048 | | | | | $ | 5 | | | | | (33) | | |

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

| Currency options | | | $ | 3,900 | | | | | $ | 139 | | | | | (6) | | |

Sensitivity to interest rates increased $1.0 billion to $5.0 billion at December 31, 2021 from $4.0 billion at December 31, 2020.

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

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

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

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

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

| Foreign currency forwards | | | $ | 17,866 | | | | | $ | (688) | | | | | (957) | | |

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

These liabilities would economically offset a significant portion of the net change in fair value of our financial instruments resulting from a 10% appreciation in the U.S. dollar compared to all other currencies.

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

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

| [Business Overview & [removed: Strategy](#i1660f8fa407048f2bb3753287c38e333_25)] [added: Strategy](#i215c1c38b6bb481e9ac5f01e012ea78b_25)] | | | [removed: [5](#i1660f8fa407048f2bb3753287c38e333_25)] [added: [5](#i215c1c38b6bb481e9ac5f01e012ea78b_25)] | | |

| [Segments and Corporate & [removed: Other](#i1660f8fa407048f2bb3753287c38e333_28)] [added: Other](#i215c1c38b6bb481e9ac5f01e012ea78b_28)] | | | [removed: [7](#i1660f8fa407048f2bb3753287c38e333_28)] [added: [6](#i215c1c38b6bb481e9ac5f01e012ea78b_28)] | | |

| [Policyholder [removed: Liabilities](#i1660f8fa407048f2bb3753287c38e333_109)] [added: Liabilities](#i215c1c38b6bb481e9ac5f01e012ea78b_109)] | | | [removed: [12](#i1660f8fa407048f2bb3753287c38e333_109)] [added: [11](#i215c1c38b6bb481e9ac5f01e012ea78b_109)] | | |

| [Underwriting and [removed: Pricing](#i1660f8fa407048f2bb3753287c38e333_112)] [added: Pricing](#i215c1c38b6bb481e9ac5f01e012ea78b_112)] | | | [removed: [12](#i1660f8fa407048f2bb3753287c38e333_112)] [added: [11](#i215c1c38b6bb481e9ac5f01e012ea78b_112)] | | |

| [Reinsurance [removed: Activity](#i1660f8fa407048f2bb3753287c38e333_121)] [added: Activity](#i215c1c38b6bb481e9ac5f01e012ea78b_121)] | | | [removed: [13](#i1660f8fa407048f2bb3753287c38e333_121)] [added: [12](#i215c1c38b6bb481e9ac5f01e012ea78b_121)] | | |

| [removed: [Regulation](#i1660f8fa407048f2bb3753287c38e333_139)] [added: [Regulation](#i215c1c38b6bb481e9ac5f01e012ea78b_139)] | | | [removed: [14](#i1660f8fa407048f2bb3753287c38e333_139)] [added: [13](#i215c1c38b6bb481e9ac5f01e012ea78b_139)] | | |

| [removed: [Competition](#i1660f8fa407048f2bb3753287c38e333_151)] [added: [Competition](#i215c1c38b6bb481e9ac5f01e012ea78b_151)] | | | [removed: [29](#i1660f8fa407048f2bb3753287c38e333_151)] [added: [28](#i215c1c38b6bb481e9ac5f01e012ea78b_151)] | | |

| [Human Capital [removed: Resources](#i1660f8fa407048f2bb3753287c38e333_154)] [added: Resources](#i215c1c38b6bb481e9ac5f01e012ea78b_154)] | | | [removed: [29](#i1660f8fa407048f2bb3753287c38e333_154)] [added: [29](#i215c1c38b6bb481e9ac5f01e012ea78b_154)] | | |

| [Information About Our Executive [removed: Officers](#i1660f8fa407048f2bb3753287c38e333_157)] [added: Officers](#i215c1c38b6bb481e9ac5f01e012ea78b_157)] | | | [removed: [31](#i1660f8fa407048f2bb3753287c38e333_157)] [added: [31](#i215c1c38b6bb481e9ac5f01e012ea78b_157)] | | |

| [removed: [Trademarks](#i1660f8fa407048f2bb3753287c38e333_160)] [added: [Trademarks](#i215c1c38b6bb481e9ac5f01e012ea78b_160)] | | | [removed: [32](#i1660f8fa407048f2bb3753287c38e333_160)] [added: [32](#i215c1c38b6bb481e9ac5f01e012ea78b_160)] | | |

| [Available [removed: Information](#i1660f8fa407048f2bb3753287c38e333_163)] [added: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_163)] | | | [removed: [32](#i1660f8fa407048f2bb3753287c38e333_163)] [added: [32](#i215c1c38b6bb481e9ac5f01e012ea78b_163)] | | |

We hold leading market positions in the United [removed: States,] [added: States (“U.S.”),] Japan, Latin America, Asia, Europe and the Middle East.

We are also one of the largest institutional investors in the [removed: United States] [added: U.S.] with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities.

[removed: ][added: ]

[removed: ][added: ]

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

Outside the [removed: United States,] [added: U.S.,] we provide life, [removed: medical, dental, credit and other] accident & health [added: and credit] insurance, as well as [removed: annuities, endowment and] retirement & savings products.

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

We have built a leading position in the [removed: United States] [added: U.S.] group insurance market through long-standing relationships with many of the largest corporate employers in the [removed: United States.][added: U.S.]

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 [removed: has recently introduced] pet insurance.

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

| *Stable Value Products* | | | | | | *• 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 [removed: of liquidity] [added: that plan participants will always be able to transact in their accounts] 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 [removed: rate, such as the three-month London Interbank Offered Rate (“LIBOR”)] [added: rate] or [removed: 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. | | |

| *Capital Markets Investment Products* | | | | | | *• 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 [removed: regional] [added: the] Federal Home Loan [removed: Banks (“FHLB”)] [added: Bank of New York (“FHLBNY”)] and to a subsidiary of the Federal Agricultural Mortgage Corporation (“Farmer Mac.”) | | |

Outside of Japan, our distribution strategies vary by market and leverage a combination of career and [removed: independent] [added: general] agencies, bancassurance and direct marketing.

| *Accident & Health Insurance* | | | Full range of accident & health products, including [removed: medical reimbursement,] hospitalization, cancer, critical illness, disability, income [removed: protection,] [added: protection and] personal accident [removed: coverage and group health products.] [added: coverage.] | | |

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

Our largest operations are in the U.K., [removed: Turkey] [added: France] and the Gulf region.

This segment consists of operations relating to products and businesses that we no longer actively market in the [removed: United States.][added: U.S. These include variable, universal, term and whole life insurance, variable, fixed and index-linked annuities, and long-term care insurance.]

| *Variable Annuities* | | | [removed: Asset] [added: Variable annuities provide for asset] accumulation and asset distribution needs. Variable annuities allow the contractholder to allocate deposits into various investment options in a separate account, as determined by the contractholder. In certain variable annuity products, contractholders may also choose to allocate all or a portion of their account to the Company’s general account and are credited with interest at rates we determine, subject to specified minimums. Contractholders may also elect certain minimum death benefit and minimum living benefit guarantees for which additional fees are charged and where asset allocation restrictions may apply. | | |

| *Long-term Care* | | | Protection against the potentially high costs of long-term health care services. Generally [removed: pay] [added: pays] benefits to insureds who need assistance with activities of daily living or have a cognitive impairment. | | |

Also included in Corporate & Other are: the excess capital, as well as certain charges and activities, not allocated to the segments (including external integration and disposition costs, internal resource costs for associates committed to acquisitions and dispositions and enterprise-wide strategic [removed: initiative restructuring charges),] [added: initiatives),] interest expense related to the majority of the Company’s outstanding debt, expenses associated with certain legal proceedings and income tax audit issues, the elimination of intersegment amounts (which generally relate to affiliated reinsurance, investment expenses and intersegment [removed: loans,] [added: loans] bearing interest rates commensurate with related borrowings), and the Company’s investment management business (through which the Company provides public fixed income, private capital and real estate investment solutions to institutional investors worldwide).

For life insurance and annuity products, we calculate these liabilities based on assumptions and estimates, including estimated premiums to be received over the assumed life of the policy, the timing of the event covered by the insurance [removed: policy,] [added: policy and] the amount of benefits or claims to be [removed: paid and the investment returns on the investments we make with the premiums we receive.][added: paid.]

MetLife, Inc.’s insurance subsidiaries, including affiliated captive reinsurers, establish statutory reserves under methods prescribed by [added: the] insurance [removed: laws.][added: laws of their respective domiciliary jurisdiction.]

In the [removed: United States (“U.S.”),] [added: U.S.,] state regulators primarily regulate our life insurance companies, with additional federal regulation of some [added: of our] products and services.

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

These subsidiaries must also file, and in many jurisdictions and in some lines of insurance obtain regulatory approval of, [removed: rules, rates,] [added: rates] and policy forms relating to the insurance written in the jurisdictions in which they operate.

[removed: At that time,] [added: However,] the Competitive Health Insurance Reform Act [removed: applied] [added: amended the McCarran-Ferguson Act such that] U.S. antitrust laws [added: now apply] to the “business of health insurance” and [removed: expanded] U.S. regulatory authority [added: expanded] accordingly.

[removed: These] [added: Guaranty] 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 2019, MetLife entered into a consent order with the New York State Department of Financial Services (“NYDFS”) relating to [removed: the] [added: unclaimed property following an] open market conduct quinquennial [removed: exam and] [added: exam, under which it] paid a fine and customer [removed: restitution] [added: restitution,] and submitted remediation plans for approval.

Except for this consent order or as described in Note 21 of the Notes to the Consolidated Financial Statements, during the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] MetLife did not receive any material adverse findings resulting from state insurance department examinations of its insurance subsidiaries.

In Japan, our face-to-face channels including both career and general agency, continue to be critical to our overall distribution strategy, catering to various needs of individual retail customers.

The Inflation Reduction Act, signed into law by President Biden on August 16, 2022, included a number of tax-related provisions, such as (i) a fifteen percent alternative minimum tax rate on adjusted financial statement income and (ii) a one percent excise tax on certain corporate stock buybacks.

Both provisions became effective on January 1, 2023 and are not expected to have a material impact on our results of operations.

In 2021 and 2022, FINRA conducted routine examinations of two of our broker-dealer affiliates and there were no material adverse findings.

As of January 1, 2023, the holding company amendments have been adopted by multiple states, including six of our domiciliary states, and they are expected to be broadly adopted in the future.

The model regulation became an NAIC accreditation standard on September 1, 2022, with enforcement beginning on January 1, 2023, although states can use AG 48 to satisfy the accreditation requirement.

The NAIC has also approved an RBC update for mortality risk that took effect at year-end 2022, which had a modest positive impact on our reported RBC ratios.

The filing requirement becomes effective when the holding company act amendments are adopted by the state where an insurance group’s lead state regulator is located.

A bill is pending in the New York State legislature to adopt such amendments.

While discussions continue between the U.K. and the EU on a Memorandum of Understanding (“MoU”) for financial services, there is no clear timeline for completion.

In the meantime, the U.K. government has begun the process of reviewing its regulatory framework.It is likely that the U.K.’s domestic prudential regime may begin to diverge from the Solvency II Directive, but it is still unclear if it will do so in a way that would prevent a future MoU or have a material impact on the supervision of insurers.

Similarly, the EU institutions have undertaken their own review of Solvency II.

The European Commission and the European Council have developed positions and are awaiting the Parliament’s report to start trialogue negotiations.

The full extent of the changes will only be known once the package of legislative reforms is finalized.

The IAIS is a voluntary membership association of insurance supervisors and regulators.

It is the global standard-setting body responsible for developing and assisting in the implementation of principles, standards and guidance, as well as supporting material, for the supervision of the insurance sector.

In December 2022, the FSB endorsed the Holistic Framework and discontinued the designation of globally systemically important insurers.

The NAIC and state insurance regulators are evaluating issues related to diversity within the insurance industry.

The NYDFS has proposed amendments to the Regulation which, if adopted, would require the implementation of new reporting, governance and oversight measures, and enhanced cybersecurity safeguards (such as annual audits, vulnerability assessments, and password controls and monitoring), and mandate notifications in the event a covered entity makes a cyber-ransom payment.

We cannot predict whether the amendments will be adopted, what form they will take, or what effect they would have on our business or compliance costs.

The NAIC adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”), which requires insurers and other entities licensed by a state insurance department to develop, implement and maintain a risk-based information security program.

CCPA enforcement thus far has been limited; it has not been subject to significant litigation and judicial interpretation, and the CPRA has shifted enforcement duties from the state Attorney General to the new CPPA.

Moreover, in February 2023, the CPPA adopted its final rule changes to the CCPA regulations; these are expected to come into force in April 2023.

However, some of these state laws (such as those enacted in Virginia, Colorado and Utah) include broad entity-wide exemptions for financial institutions.

Additionally, a draft of a new federal privacy bill, the American Data Privacy and Protection Act (“ADPPA”), was introduced in June 2022 with the aim of harmonizing and improving federal data protection legislation.

The ADPPA was not enacted during the last Congress, but it or similar federal legislation may be enacted in the future.

FINRA rules similarly impose “know your customer” and “suitability” requirements on broker-dealers, as well as supplemental rules relating to sale of variable annuities, including with respect to certain benefit plan customers and IRA owners.

The SECURE 2.0 Act of 2022 (“SECURE 2.0”), signed into law on December 29, 2022, makes significant changes to existing law for retirement plans by building upon provisions in the Setting Every Community Up for Retirement Enhancement Act of 2019.

SECURE 2.0 introduces new requirements and considerations for plan sponsors that are intended to expand coverage, increase savings, preserve income, and simplify plan rules and administrative procedures.

Among other provisions, SECURE 2.0 directs the DOL to review its current interpretive bulletin regarding ERISA plan sponsors’ selection of annuity providers for purposes of transferring plan sponsor benefit plan liability to such annuity providers.

Such review could result in the DOL’s imposition of new or different requirements on plan sponsors or on annuity providers such as MLIC and Metropolitan Tower Life Insurance Company, or could make such selection process more difficult for the parties involved.

Since then, bills allowing additional withdrawals and a second advance payment of annuities were rejected; however, it is possible that such proposals will be made again in the future.

In late 2022, the government sent a major pension reform bill to the Chilean Congress which included a proposal to limit private pension administrators to asset management and end their administration of mandatory pension accounts, among other significant changes.

Management of Climate Risks

In addition, the FIO is authorized to monitor the U.S. insurance industry under Dodd-Frank.

On March 21, 2022, the SEC proposed rules requiring registrants to provide additional climate-related information in their registration statements and annual reports, including in their financial statements.

The proposal sets forth proposed rules for disclosure of climate-related risks, material impacts, governance, risk management, financial statement metrics, greenhouse gas emissions, attestation of emissions disclosures, and targets and goals.

On May 25, 2022, the SEC proposed rules requiring registered investment companies, business development companies, and registered and certain unregistered investment advisers to disclose in their fund prospectuses, annual reports and Form ADV information about how funds and advisers incorporate ESG factors into their investment strategies.

The U.S., the EU and the U.K., maintain and enforce a variety of economic sanctions against designated countries and their nationals around the world, which can result in disruptions in cross-border activity.

In particular, U.S., EU and U.K. sanctions on Russia have expanded as a result of the war in Ukraine.

We believe these businesses will generally continue to grow more quickly than our United States businesses.

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

In Japan, our digitally-enabled face-to-face channels, along with bancassurance and direct marketing, continue to be critical to our overall distribution strategy.

See Note 3 of the Notes to the Consolidated Financial Statements for information regarding the Company's disposition of (i) Joint-stock Company MetLife Insurance Company (“MetLife 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”).

These include variable, universal, term and whole life insurance, variable, fixed and index-linked annuities, and long-term care insurance.

In 2018, Pennsylvania, California, Florida, North Dakota and New Hampshire insurance regulators scheduled a multistate re-examination of MetLife and its affiliates relating to compliance with a regulatory settlement agreement relating to unclaimed property.

This examination is ongoing.

The NYDFS subsequently amended the regulation, as a result of which we increased our statutory reserves by approximately $700 million and our statutory capital requirements by approximately $300 million over the prior reserve and capital requirements.

We fully graded these impacts into our statutory financial statements over a one-year period ending December 31, 2020.

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

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.

Several non-U.S. insurance regulators urged insurance companies to preserve funds during the COVID-19 pandemic.

For example, EIOPA had suggested that insurance companies temporarily suspend discretionary dividends during the COVID-19 pandemic.

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

In 2020, the NAIC issued guidance on RBC addressing debt restructuring due to the economic impact of the COVID-19 pandemic, where a counterparty might seek concessions.

The guidance provides that an insurer does not need to reclassify the RBC category of some loans or other assets on which it has granted a concession.

This may avoid a higher capital charge for the asset.

The NAIC extended this guidance through January 1, 2022 in further support of the use of prudent loan modifications to mitigate the impact of the COVID-19 pandemic.

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 relationship between the U.K. and the EU is now governed by the terms and conditions of a Trade and Cooperation Agreement (the “Trade Agreement”).

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.

Accordingly, there is currently no change to capital adequacy, risk management and regulatory reporting requirements for U.K. authorized insurers and reinsurers.

However, it is possible that the U.K.’s domestic prudential regime may begin to diverge from the Solvency II Directive over time.

The U.K. has undertaken a review of the Solvency II Directive and of the regulatory regime that is applicable to U.K. authorized insurers and reinsurers.

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.

The FSB annually designated MetLife, Inc. a globally systemically important insurer (“G-SII”) from 2013 to 2016, but suspended all G-SII identifications beginning in 2017 pending completion and implementation of the Holistic Framework, which began in 2020.

In 2022, the FSB may decide to discontinue or re-establish the G-SII designation system based on the implementation results of the Holistic Framework.

In 2017, the NAIC introduced the Insurance Data Security Model Law (the “Cybersecurity Model Law”).

The relationship between the U.K. and the EU in relation to certain aspects of data protection law remains unclear, which exposes us to further compliance risk.

The bill also requires insurance companies to advance payments of up to 10% of the reserves allocated to a customer’s annuity.

ProVida S.A., MetLife Chile and other companies in the industry continue to process such payments.

On December 3, 2021, the bill to allow a fourth withdrawal of pensions and a second advance payment of annuities was rejected by the lower Chamber, thus ending its discussion in Congress.

Additional major pension reform in Chile is possible in the future.

We have initiated a formal consultation process with the Chilean government to seek a resolution of our concerns regarding these developments.

The NYDFS has appealed the decision.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| Depositary [removed: Shares] [added: Shares,] each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E | | | MET PRE | | | New York Stock Exchange | | |

[added: 5.875%] Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, par value $0.01

[added: 3.850%] Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, par value $0.01

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act [added: (15 U.S.C. 7262(b))] by the registered public accounting firm that prepared or issued its audit report.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, [removed: 2021] [added: 2022] was approximately [removed: $51.5] [added: $50.1] billion.

At February [removed: 11, 2022, 825,078,244] [added: 14, 2023, 774,362,092] 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: 21, 2022,] [added: 20, 2023,] 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: 2021.][added: 2022.]

| Item 1. | | | | | | [removed: [Business](#i1660f8fa407048f2bb3753287c38e333_22)] [added: [Business](#i215c1c38b6bb481e9ac5f01e012ea78b_22)] | | | | | | [removed: [4](#i1660f8fa407048f2bb3753287c38e333_22)] [added: [4](#i215c1c38b6bb481e9ac5f01e012ea78b_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i1660f8fa407048f2bb3753287c38e333_166)] [added: Factors](#i215c1c38b6bb481e9ac5f01e012ea78b_166)] | | | | | | [removed: [32](#i1660f8fa407048f2bb3753287c38e333_166)] [added: [33](#i215c1c38b6bb481e9ac5f01e012ea78b_166)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i1660f8fa407048f2bb3753287c38e333_169)] [added: Comments](#i215c1c38b6bb481e9ac5f01e012ea78b_169)] | | | | | | [removed: [47](#i1660f8fa407048f2bb3753287c38e333_169)] [added: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_169)] | | |

| Item 2. | | | | | | [removed: [Properties](#i1660f8fa407048f2bb3753287c38e333_172)] [added: [Properties](#i215c1c38b6bb481e9ac5f01e012ea78b_172)] | | | | | | [removed: [47](#i1660f8fa407048f2bb3753287c38e333_172)] [added: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_172)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i1660f8fa407048f2bb3753287c38e333_175)] [added: Proceedings](#i215c1c38b6bb481e9ac5f01e012ea78b_175)] | | | | | | [removed: [47](#i1660f8fa407048f2bb3753287c38e333_175)] [added: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_175)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i1660f8fa407048f2bb3753287c38e333_178)] [added: Disclosures](#i215c1c38b6bb481e9ac5f01e012ea78b_178)] | | | | | | [removed: [47](#i1660f8fa407048f2bb3753287c38e333_178)] [added: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_178)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1660f8fa407048f2bb3753287c38e333_184)] [added: Securities](#i215c1c38b6bb481e9ac5f01e012ea78b_184)] | | | | | | [removed: [48](#i1660f8fa407048f2bb3753287c38e333_184)] [added: [48](#i215c1c38b6bb481e9ac5f01e012ea78b_184)] | | |

| Item 6. | | | | | | [removed: [Reserved](#i1660f8fa407048f2bb3753287c38e333_196)] [added: [Reserved](#i215c1c38b6bb481e9ac5f01e012ea78b_199)] | | | | | | [removed: [50](#i1660f8fa407048f2bb3753287c38e333_199)] [added: [50](#i215c1c38b6bb481e9ac5f01e012ea78b_199)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1660f8fa407048f2bb3753287c38e333_202)] [added: Operations](#i215c1c38b6bb481e9ac5f01e012ea78b_202)] | | | | | | [removed: [51](#i1660f8fa407048f2bb3753287c38e333_202)] [added: [51](#i215c1c38b6bb481e9ac5f01e012ea78b_202)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1660f8fa407048f2bb3753287c38e333_763)] [added: Risk](#i215c1c38b6bb481e9ac5f01e012ea78b_781)] | | | | | | [removed: [141](#i1660f8fa407048f2bb3753287c38e333_763)] [added: [136](#i215c1c38b6bb481e9ac5f01e012ea78b_781)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i1660f8fa407048f2bb3753287c38e333_805)] [added: Data](#i215c1c38b6bb481e9ac5f01e012ea78b_823)] | | | | | | [removed: [149](#i1660f8fa407048f2bb3753287c38e333_805)] [added: [144](#i215c1c38b6bb481e9ac5f01e012ea78b_823)] | | |

| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i1660f8fa407048f2bb3753287c38e333_1336)] [added: Disclosure](#i215c1c38b6bb481e9ac5f01e012ea78b_1357)] | | | | | | [removed: [324](#i1660f8fa407048f2bb3753287c38e333_1336)] [added: [312](#i215c1c38b6bb481e9ac5f01e012ea78b_1357)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i1660f8fa407048f2bb3753287c38e333_1339)] [added: Procedures](#i215c1c38b6bb481e9ac5f01e012ea78b_1360)] | | | | | | [removed: [324](#i1660f8fa407048f2bb3753287c38e333_1339)] [added: [312](#i215c1c38b6bb481e9ac5f01e012ea78b_1360)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i1660f8fa407048f2bb3753287c38e333_1345)] [added: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_1366)] | | | | | | [removed: [326](#i1660f8fa407048f2bb3753287c38e333_1345)] [added: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1366)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1660f8fa407048f2bb3753287c38e333_11774)] [added: Inspections](#i215c1c38b6bb481e9ac5f01e012ea78b_1369)] | | | | | | [removed: [326](#i1660f8fa407048f2bb3753287c38e333_11774)] [added: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1369)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1660f8fa407048f2bb3753287c38e333_1351)] [added: Governance](#i215c1c38b6bb481e9ac5f01e012ea78b_1375)] | | | | | | [removed: [326](#i1660f8fa407048f2bb3753287c38e333_1351)] [added: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1375)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i1660f8fa407048f2bb3753287c38e333_1354)] [added: Compensation](#i215c1c38b6bb481e9ac5f01e012ea78b_1378)] | | | | | | [removed: [326](#i1660f8fa407048f2bb3753287c38e333_1354)] [added: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1378)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1660f8fa407048f2bb3753287c38e333_1357)] [added: Matters](#i215c1c38b6bb481e9ac5f01e012ea78b_1381)] | | | | | | [removed: [326](#i1660f8fa407048f2bb3753287c38e333_1357)] [added: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1381)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1660f8fa407048f2bb3753287c38e333_1360)] [added: Independence](#i215c1c38b6bb481e9ac5f01e012ea78b_1384)] | | | | | | [removed: [329](#i1660f8fa407048f2bb3753287c38e333_1360)] [added: [317](#i215c1c38b6bb481e9ac5f01e012ea78b_1384)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i1660f8fa407048f2bb3753287c38e333_1363)] [added: Services](#i215c1c38b6bb481e9ac5f01e012ea78b_1387)] | | | | | | [removed: [329](#i1660f8fa407048f2bb3753287c38e333_1363)] [added: [317](#i215c1c38b6bb481e9ac5f01e012ea78b_1387)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i1660f8fa407048f2bb3753287c38e333_1369)] [added: Schedules](#i215c1c38b6bb481e9ac5f01e012ea78b_1393)] | | | | | | [removed: [330](#i1660f8fa407048f2bb3753287c38e333_1369)] [added: [318](#i215c1c38b6bb481e9ac5f01e012ea78b_1393)] | | |

(1) economic condition difficulties, including risks relating to public health, interest rates, credit spreads, equity, real estate, obligors and counterparties, [added: government default,] currency exchange rates, derivatives, [added: climate change] and terrorism and security;

(13) MetLife, Inc.’s subsidiaries’ inability to pay [removed: it dividends;][added: dividends to MetLife, Inc.;]

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 16. | | | | | | [Form 10-K Summary](#i215c1c38b6bb481e9ac5f01e012ea78b_1396) | | | | | | [318](#i215c1c38b6bb481e9ac5f01e012ea78b_1393) | | |

| [Exhibit Index](#i215c1c38b6bb481e9ac5f01e012ea78b_1399) | | | | | | | | | | | | [319](#i215c1c38b6bb481e9ac5f01e012ea78b_1399) | | |

| [Signatures](#i215c1c38b6bb481e9ac5f01e012ea78b_1402) | | | | | | | | | | | | [329](#i215c1c38b6bb481e9ac5f01e012ea78b_1402) | | |

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved.

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

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

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

The Company will not publicly correct or update any forward-looking statements if we believe we are not likely to achieve them or for any other reasons.

At February [removed: 11, 2022,] [added: 14, 2023,] there were [removed: 73,512] [added: 73,182] 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: 2021] [added: 2022] are set forth below:

(1)During the periods October 1 through October 31, [removed: 2021,] [added: 2022,] November 1 through November 30, [removed: 2021] [added: 2022] and December 1 through December 31, [removed: 2021,] [added: 2022,] separate account index funds purchased [removed: 548] [added: 0] shares, 0 shares and [removed: 339] [added: 131] shares, respectively, of MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In [removed: August 2021,] [added: May 2022,] MetLife, Inc. announced that its Board of Directors authorized $3.0 billion of common stock repurchases.

At December 31, [removed: 2021,] [added: 2022,] MetLife, Inc. had [removed: $1.5] [added: $1.2] 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, [removed: and] S&P 500 Financials [added: and S&P 500 Life & Health Insurance] indices, respectively, for the five-year period ended on December 31, [removed: 2021.][added: 2022.]

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: 2016,] [added: 2017,] including the reinvestment of all dividends.

[removed: ][added: ]

| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| October 1 - October 31, 2022 | | | | | | 2,790,495 | | | | | | $63.24 | | | | | | 2,790,495 | | | | | | $1,625,053,649 | | |

| November 1 - November 30, 2022 | | | | | | 2,301,836 | | | | | | $74.94 | | | | | | 2,301,836 | | | | | | $1,452,554,390 | | |

| December 1 - December 31, 2022 | | | | | | 3,373,502 | | | | | | $73.37 | | | | | | 3,373,371 | | | | | | $1,205,055,962 | | |

| Total | | | | | | 8,465,833 | | | | | | | | | | | | 8,465,702 | | | | | | | | |

We have added the S&P 500 Life & Health Insurance Index to this Annual Report on Form 10-K, as the companies in this index comprise a more relevant comparator group in terms of business, scale, performance drivers, and competition for investor capital than the other indices included in the graph and table below.

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 84.23 | | | | | $ | 108.53 | | | | | $ | 104.82 | | | | | $ | 144.05 | | | | | $ | 171.75 | |

| S&P 500 | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 88.79 | | | | | | 114.88 | | | | | | 114.38 | | | | | | 151.12 | | | | | | 166.42 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 86.97 | | | | | | 114.91 | | | | | | 112.96 | | | | | | 152.54 | | | | | | 136.48 | | |

| S&P 500 Life & Health Insurance | | | | | | 100.00 | | | | | | 79.23 | | | | | | 97.60 | | | | | | 88.35 | | | | | | 120.76 | | | | | | 133.25 | | |

| 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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1660f8fa407048f2bb3753287c38e333_808)] [added: Firm](#i215c1c38b6bb481e9ac5f01e012ea78b_826)] (PCAOB ID 34) | | | [removed: [150](#i1660f8fa407048f2bb3753287c38e333_808)] [added: [145](#i215c1c38b6bb481e9ac5f01e012ea78b_826)] | | |

| Financial Statements at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:] [added: 2020:] | | | | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1660f8fa407048f2bb3753287c38e333_823)] [added: Income](#i215c1c38b6bb481e9ac5f01e012ea78b_841)] (Loss) | | | [removed: [156](#i1660f8fa407048f2bb3753287c38e333_823)] [added: [152](#i215c1c38b6bb481e9ac5f01e012ea78b_841)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1660f8fa407048f2bb3753287c38e333_829)] [added: Flows](#i215c1c38b6bb481e9ac5f01e012ea78b_847)] | | | [removed: [158](#i1660f8fa407048f2bb3753287c38e333_829)] [added: [154](#i215c1c38b6bb481e9ac5f01e012ea78b_847)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i1660f8fa407048f2bb3753287c38e333_838)] [added: Statements](#i215c1c38b6bb481e9ac5f01e012ea78b_856)] | | | | | |

| [Note 1 — Business, Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i1660f8fa407048f2bb3753287c38e333_841)] [added: Policies](#i215c1c38b6bb481e9ac5f01e012ea78b_859)] | | | [removed: [160](#i1660f8fa407048f2bb3753287c38e333_838)] [added: [156](#i215c1c38b6bb481e9ac5f01e012ea78b_856)] | | |

| [Note 3 — Acquisition and [removed: Dispositions](#i1660f8fa407048f2bb3753287c38e333_871)] [added: Dispositions](#i215c1c38b6bb481e9ac5f01e012ea78b_889)] | | | [removed: [185](#i1660f8fa407048f2bb3753287c38e333_871)] [added: [181](#i215c1c38b6bb481e9ac5f01e012ea78b_889)] | | |

| [Note 5 — Deferred Policy Acquisition Costs, Value of Business Acquired and Other [removed: Intangibles](#i1660f8fa407048f2bb3753287c38e333_952)] [added: Intangibles](#i215c1c38b6bb481e9ac5f01e012ea78b_970)] | | | [removed: [204](#i1660f8fa407048f2bb3753287c38e333_952)] [added: [198](#i215c1c38b6bb481e9ac5f01e012ea78b_970)] | | |

| [Note 13 — Long-term and Short-term [removed: Debt](#i1660f8fa407048f2bb3753287c38e333_1117)] [added: Debt](#i215c1c38b6bb481e9ac5f01e012ea78b_1135)] | | | [removed: [270](#i1660f8fa407048f2bb3753287c38e333_1117)] [added: [261](#i215c1c38b6bb481e9ac5f01e012ea78b_1135)] | | |

| [Note 14 — Collateral Financing [removed: Arrangement](#i1660f8fa407048f2bb3753287c38e333_1126)] [added: Arrangement](#i215c1c38b6bb481e9ac5f01e012ea78b_1144)] | | | [removed: [273](#i1660f8fa407048f2bb3753287c38e333_1126)] [added: [263](#i215c1c38b6bb481e9ac5f01e012ea78b_1144)] | | |

| [Note 15 — Junior Subordinated Debt [removed: Securities](#i1660f8fa407048f2bb3753287c38e333_1135)] [added: Securities](#i215c1c38b6bb481e9ac5f01e012ea78b_1153)] | | | [removed: [274](#i1660f8fa407048f2bb3753287c38e333_1135)] [added: [264](#i215c1c38b6bb481e9ac5f01e012ea78b_1153)] | | |

| [Note 17 — Other Revenues and Other [removed: Expenses](#i1660f8fa407048f2bb3753287c38e333_1186)] [added: Expenses](#i215c1c38b6bb481e9ac5f01e012ea78b_1204)] | | | [removed: [292](#i1660f8fa407048f2bb3753287c38e333_1186)] [added: [283](#i215c1c38b6bb481e9ac5f01e012ea78b_1204)] | | |

| [Note 18 — Employee Benefit [removed: Plans](#i1660f8fa407048f2bb3753287c38e333_1198)] [added: Plans](#i215c1c38b6bb481e9ac5f01e012ea78b_1216)] | | | [removed: [293](#i1660f8fa407048f2bb3753287c38e333_1198)] [added: [284](#i215c1c38b6bb481e9ac5f01e012ea78b_1216)] | | |

| [Note 20 — Earnings Per Common [removed: Share](#i1660f8fa407048f2bb3753287c38e333_1210)] [added: Share](#i215c1c38b6bb481e9ac5f01e012ea78b_1228)] | | | [removed: [307](#i1660f8fa407048f2bb3753287c38e333_1210)] [added: [296](#i215c1c38b6bb481e9ac5f01e012ea78b_1228)] | | |

| [Note 21 — Contingencies, Commitments and [removed: Guarantees](#i1660f8fa407048f2bb3753287c38e333_1216)] [added: Guarantees](#i215c1c38b6bb481e9ac5f01e012ea78b_1234)] | | | [removed: [308](#i1660f8fa407048f2bb3753287c38e333_1216)] [added: [296](#i215c1c38b6bb481e9ac5f01e012ea78b_1234)] | | |

| Financial Statement Schedules at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:] [added: 2020:] | | | | | |

| [Schedule I — Consolidated Summary of Investments — Other Than Investments in Related [removed: Parties](#i1660f8fa407048f2bb3753287c38e333_1252)] [added: Parties](#i215c1c38b6bb481e9ac5f01e012ea78b_1273)] | | | [removed: [312](#i1660f8fa407048f2bb3753287c38e333_1252)] [added: [301](#i215c1c38b6bb481e9ac5f01e012ea78b_1273)] | | |

| [Schedule II — Condensed Financial Information (Parent Company [removed: Only)](#i1660f8fa407048f2bb3753287c38e333_1255)] [added: Only)](#i215c1c38b6bb481e9ac5f01e012ea78b_1276)] | | | [removed: [313](#i1660f8fa407048f2bb3753287c38e333_1255)] [added: [302](#i215c1c38b6bb481e9ac5f01e012ea78b_1276)] | | |

| [Schedule III — Consolidated Supplementary Insurance [removed: Information](#i1660f8fa407048f2bb3753287c38e333_1327)] [added: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_1348)] | | | [removed: [321](#i1660f8fa407048f2bb3753287c38e333_1327)] [added: [309](#i215c1c38b6bb481e9ac5f01e012ea78b_1348)] | | |

We have audited the accompanying consolidated balance sheets of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 17, 2022,] [added: 23, 2023,] 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: $5.9] [added: $6.6] billion as of December 31, [removed: 2021.][added: 2022.]

Management’s estimate of future policy benefits for long-term care insurance was [removed: $14.4] [added: $14.3] billion as of December 31, [removed: 2021.][added: 2022.]

Embedded derivatives are measured at estimated fair value separately from the host variable annuity contract using actuarial and capital market assumptions that are updated [added: at least] annually.

Management’s estimate of embedded derivative liabilities was $0.6 billion as of December 31, [removed: 2021.][added: 2022.]

Principal assumptions include mortality, lapse, dynamic lapse, withdrawal, utilization, and [removed: risk-free] [added: discount] rates and implied volatilities.

The audit effort included the use of professionals with specialized skill and knowledge, including our [removed: valuation, modeling] [added: valuation] and actuarial specialists, to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

- With the involvement of our [removed: valuation, modeling] [added: valuation] and actuarial specialists, we:

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Fixed maturity securities available-for-sale, at estimated fair value [removed: (amortized cost: $310,884 and $310,811, respectively;] [added: (net of] allowance for credit loss of [removed: $91] [added: $183] and [removed: $81, respectively)] [added: $91, respectively); and amortized cost: $306,025 and $310,884, respectively] | | | | | | $ | [removed: 340,274] [added: 276,780] | | | | | $ | [removed: 354,809] [added: 340,274] | |

| Equity securities, at estimated fair value | | | | | | [removed: 1,269] [added: 1,684] | | | | | | [removed: 1,079] [added: 1,269] | | |

| Contractholder-directed equity securities and fair value option securities, at estimated fair value | | | | | | [removed: 12,142] [added: 9,668] | | | | | | [removed: 13,319] [added: 12,142] | | |

| Mortgage loans (net of allowance for credit loss of [removed: $634] [added: $527] and [removed: $590,] [added: $634,] respectively; includes [removed: $127] [added: $0] and [removed: $165,] [added: $127,] respectively, under the fair value option) | | | | | | [removed: 79,353] [added: 83,763] | | | | | | [removed: 83,919] [added: 79,353] | | |

| Policy loans | | | | | | [removed: 9,111] [added: 8,874] | | | | | | [removed: 9,493] [added: 9,111] | | |

| Real estate and real estate joint ventures (includes [removed: $240] [added: $299] and [removed: $169,] [added: $240,] respectively, under the fair value option and [removed: $175] [added: $0] and [removed: $128,] [added: $175,] respectively, of real estate held-for-sale) | | | | | | [removed: 12,216] [added: 13,137] | | | | | | [removed: 11,933] [added: 12,216] | | |

| Other limited partnership interests | | | | | | [removed: 14,625] [added: 14,414] | | | | | | [removed: 9,470] [added: 14,625] | | |

| Short-term investments, principally at estimated fair value | | | | | | [removed: 7,176] [added: 4,935] | | | | | | [removed: 3,904] [added: 7,176] | | |

| Other invested assets [removed: (includes $1,930] [added: (net of allowance for credit loss of $26] and [removed: $2,156,] [added: $40, respectively; includes $1,926 and $1,930,] respectively, of leveraged and direct financing leases; [removed: $351] and [removed: $332,] [added: $326 and $351,] respectively, relating to variable interest [removed: entities and allowance for credit loss of $40 and $44, respectively)] [added: entities)] | | | | | | [removed: 18,655] [added: 20,038] | | | | | | [removed: 20,593] [added: 18,655] | | |

| [Consolidated Balance Sheets](#i215c1c38b6bb481e9ac5f01e012ea78b_829) | | | [150](#i215c1c38b6bb481e9ac5f01e012ea78b_829) | | |

| [Consolidated Statements of Operations](#i215c1c38b6bb481e9ac5f01e012ea78b_835) | | | [151](#i215c1c38b6bb481e9ac5f01e012ea78b_835) | | |

| [Consolidated Statements of Equity](#i215c1c38b6bb481e9ac5f01e012ea78b_844) | | | [153](#i215c1c38b6bb481e9ac5f01e012ea78b_844) | | |

| [Note 2 — Segment Information](#i215c1c38b6bb481e9ac5f01e012ea78b_871) | | | [175](#i215c1c38b6bb481e9ac5f01e012ea78b_868) | | |

| [Note 4 — Insurance](#i215c1c38b6bb481e9ac5f01e012ea78b_901) | | | [183](#i215c1c38b6bb481e9ac5f01e012ea78b_901) | | |

| [Note 6 — Reinsurance](#i215c1c38b6bb481e9ac5f01e012ea78b_979) | | | [201](#i215c1c38b6bb481e9ac5f01e012ea78b_979) | | |

| [Note 7 — Closed Block](#i215c1c38b6bb481e9ac5f01e012ea78b_1000) | | | [205](#i215c1c38b6bb481e9ac5f01e012ea78b_1000) | | |

| [Note 8 — Investments](#i215c1c38b6bb481e9ac5f01e012ea78b_1006) | | | [207](#i215c1c38b6bb481e9ac5f01e012ea78b_1006) | | |

| [Note 9 — Derivatives](#i215c1c38b6bb481e9ac5f01e012ea78b_1054) | | | [227](#i215c1c38b6bb481e9ac5f01e012ea78b_1054) | | |

| [Note 10 — Fair Value](#i215c1c38b6bb481e9ac5f01e012ea78b_1090) | | | [242](#i215c1c38b6bb481e9ac5f01e012ea78b_1090) | | |

| [Note 11 — Leases](#i215c1c38b6bb481e9ac5f01e012ea78b_1120) | | | [258](#i215c1c38b6bb481e9ac5f01e012ea78b_1120) | | |

| [Note 12 — Goodwill](#i215c1c38b6bb481e9ac5f01e012ea78b_1126) | | | [260](#i215c1c38b6bb481e9ac5f01e012ea78b_1126) | | |

| [Note 16 — Equity](#i215c1c38b6bb481e9ac5f01e012ea78b_1177) | | | [266](#i215c1c38b6bb481e9ac5f01e012ea78b_1177) | | |

| [Note 19 — Income Tax](#i215c1c38b6bb481e9ac5f01e012ea78b_1222) | | | [292](#i215c1c38b6bb481e9ac5f01e012ea78b_1222) | | |

| [Note 22 — Subsequent Events](#i215c1c38b6bb481e9ac5f01e012ea78b_1264) | | | [300](#i215c1c38b6bb481e9ac5f01e012ea78b_1264) | | |

| [Schedule IV — Consolidated Reinsurance](#i215c1c38b6bb481e9ac5f01e012ea78b_1351) | | | [311](#i215c1c38b6bb481e9ac5f01e012ea78b_1351) | | |

Future Adoption of Accounting Pronouncements – Targeted Improvements to the Accounting for Long-Duration Contracts — Refer to Note 1 to the financial statements

*Critical Audit Matter Description*

The Company will adopt Accounting Standards Update No. 2018-12, *Financial Services— Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts*, as amended (“ASU 2018-12”), effective January 1, 2023.

The modified retrospective transition method will be used, except in regard to market risk benefits where the Company will use the full retrospective method.

Based upon these transition methods, the Company estimates that the January 1, 2021 transition date impact from adoption will include a decrease to retained earnings of approximately $5.0 billion, net of income tax, which includes the impact from the requirement to account for variable annuity guarantees as market risk benefits measured at fair value.

Market risk benefits are contracts or contract features that guarantee benefits, such as guaranteed minimum benefits, in addition to an account balance which expose insurance companies to other than nominal capital market risk and protect the contractholder from the same risk.

Certain contracts or contract features to be identified as market risk benefits are currently accounted for as embedded derivatives and measured at fair value, while others will transition to fair value measurement upon the adoption of ASU 2018-12.

Management applies considerable judgment in estimating the transition date impact of market risk benefits under the full retrospective method of adoption due to the application of fair value measurement principles which use assumptions to estimate the impact of changes in market conditions and policyholder behavior since contract inception that could result in significant fluctuations in the estimate.

Principal assumptions include mortality, lapse, dynamic lapse, withdrawal, utilization, discount rates and implied volatilities.

Additionally, the valuation of market risk benefits is based on complex calculations.

Given the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that the estimated transition date impact of measuring market risk benefits on contracts or contract features not previously accounted for as embedded derivatives is a critical audit matter which required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the judgments made and the reasonableness of the methodologies, models and assumptions used in the valuation.

The audit effort included the use of professionals with specialized skill and knowledge, including our valuation and actuarial specialists, to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the estimated transition date impact of measuring market risk benefits not previously accounted for as embedded derivatives included, among others, the following:

- We tested the effectiveness of controls over the transition to market risk benefit measurement principles under ASU 2018-12, including the related methodologies, models and assumptions used for determining the fair value of market risk benefits not previously accounted for as embedded derivatives.

- With the involvement of our valuation and actuarial specialists, we:

◦evaluated the methods, models, and principal assumptions applied by management in the full retrospective application of market risk benefit measurement principles to estimate the transition date impact.

◦evaluated the results of underlying experience studies, capital market projections, and judgments applied by management in setting the assumptions since contract inception

◦developed an independent estimate, on a sample basis, of the market risk benefits not previously accounted for as embedded derivatives and evaluated differences.

February 23, 2023

| Deferred income tax asset | | | | | | 2,830 | | | | | | 189 | | |

| Balance at December 31, 2022 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 33,616 | | | | | $ | 41,953 | | | | | $ | (21,458) | | | | | $ | (27,083) | | | | | $ | 27,040 | | | | | $ | 247 | | | | | $ | 27,287 | |

| Net income (loss) | | | $ | 2,558 | | | | | $ | 6,575 | | | | | $ | 5,418 | |

| Short-term investments | | | 14,094 | | | | | | 20,871 | | | | | | 13,776 | | |

| [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 6 — Reinsurance](#i1660f8fa407048f2bb3753287c38e333_961) | | | [207](#i1660f8fa407048f2bb3753287c38e333_961) | | |

| [Note 7 — Closed Block](#i1660f8fa407048f2bb3753287c38e333_982) | | | [211](#i1660f8fa407048f2bb3753287c38e333_982) | | |

| [Note 8 — Investments](#i1660f8fa407048f2bb3753287c38e333_988) | | | [213](#i1660f8fa407048f2bb3753287c38e333_988) | | |

| [Note 9 — Derivatives](#i1660f8fa407048f2bb3753287c38e333_1036) | | | [235](#i1660f8fa407048f2bb3753287c38e333_1036) | | |

| [Note 10 — Fair Value](#i1660f8fa407048f2bb3753287c38e333_1072) | | | [250](#i1660f8fa407048f2bb3753287c38e333_1072) | | |

| [Note 11 — Leases](#i1660f8fa407048f2bb3753287c38e333_1102) | | | [267](#i1660f8fa407048f2bb3753287c38e333_1102) | | |

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

| [Note 16 — Equity](#i1660f8fa407048f2bb3753287c38e333_1159) | | | [275](#i1660f8fa407048f2bb3753287c38e333_1159) | | |

| [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) | | |

- 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, 2021.

February 17, 2022

MetLife, Inc.

| Other assets | | | | | | 11,615 | | | | | | 11,685 | | |

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

| Balance at December 31, 2018 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 32,474 | | | | | $ | 28,926 | | | | | $ | (10,393) | | | | | $ | 1,722 | | | | | $ | 52,741 | | | | | $ | 217 | | | | | $ | 52,958 | |

| Cumulative effects of changes in accounting principles, net of income tax | | | | | | | | | | | | | | | | | | | | | | | | 74 | | | | | | | | | | | | 21 | | | | | | 95 | | | | | | | | | | | | 95 | | |

| Operating lease liability associated with the recognition of right-of-use assets | | | $ | 63 | | | | | $ | 70 | | | | | $ | 341 | |

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

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.

During the year ended December 31, 2019, prior to the adoption of credit loss guidance on January 1, 2020, the Company applied other than temporary impairment (“OTTI”) guidance for securities in an unrealized loss position.

An OTTI was recognized in earnings within net investment gains (losses) when it was anticipated that the amortized cost would not be recovered.

When either: (i) the Company had the intent to sell the security, or (ii) it was more likely than not that the Company would be required to sell the security before recovery, the reduction of amortized cost and the OTTI recognized in earnings was the entire difference between the security’s amortized cost and estimated fair value.

If neither of these conditions existed, the difference between the amortized cost of the security and the present value of projected future cash flows expected to be collected was recognized as a reduction of amortized cost and an OTTI in earnings.

If the estimated fair value was less than the present value of projected future cash flows expected to be collected, this portion of OTTI related to noncredit loss was recorded in OCI as an unrecognized loss.

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).

The Company routinely evaluates its equity method investments for impairment.

| | | | | | | | | |

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

On January 1, 2020, the Company adopted accounting standards update (“ASU”) 2017-04, *Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment*, using a prospective transition approach for goodwill impairment testing.

- tax planning strategies.

In December 2017, H.R.1, commonly referred to as the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”) was signed into law.

See Note 19 for additional information on U.S. Tax Reform.

See Note 17 for further information on the 2019 impairment charges recorded as part of restructuring charges.

Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] 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: 2021.][added: 2022.]

We have audited the internal control over financial reporting of MetLife, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control [removed: -] [added: —] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control [removed: -] [added: —] 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: 2021,] [added: 2022,] of the Company and our report dated February [removed: 17, 2022,] [added: 23, 2023,] expressed an unqualified opinion on those financial statements.

February 23, 2023

February 17, 2022

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: 21, 2022,] [added: 20, 2023,] to be filed by MetLife, Inc. with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, [removed: 2021] [added: 2022] (the [removed: “2022] [added: “2023] Proxy Statement”).

In addition, the Company has adopted the Directors’ Code of Business Ethics (the “Directors’ Code”) which applies to all members of [removed: MetLife, Inc.’s] Board of Directors, including the CEO, and the Company’s Code of Business Ethics, which applies to all employees of the Company, including MetLife, Inc.’s CEO, CFO and Chief Accounting Officer.

The information called for by this Item is incorporated herein by reference to the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement.

The following table provides information at December 31, [removed: 2021,] [added: 2022,] regarding MetLife, Inc.’s equity compensation plans:

Equity Compensation Plan Information at December 31, [removed: 2021][added: 2022]

(1) Column (a) reflects the following items outstanding as of December 31, [removed: 2021:][added: 2022:]

| Restricted Stock Units | | | [removed: 2,451,046] [added: 1,999,964] | | |

| Performance Shares (assuming future payout at maximum performance factor) | | | [removed: 6,734,026] [added: 5,611,791] | | |

| Shares that will or may be issued | | | [removed: 14,467,626] [added: 12,008,464] | | |

The maximum performance factor for Performance Shares granted in 2015 through [removed: 2021] [added: 2022] was 175%.

The number of Performance Shares outstanding as of December 31, [removed: 2021] [added: 2022] at target (100%) performance factor was [removed: 3,848,015.][added: 3,206,738.]

(2) Column (b) reflects the weighted average exercise price of all Stock Options under any plan that, as of December 31, [removed: 2021,] [added: 2022,] had been granted but not forfeited, expired, or exercised.

(3) Column (c) reflects the following items outstanding as of December 31, [removed: 2021:][added: 2022:]

| Total Shares recovered for issuance since January 1, 2015 | | | [removed: 31,545,071] [added: 33,895,251] | | |

| Total Shares covered by new awards and new imputed reinvested dividends on Deferred Shares since January 1, 2015 | | | [removed: 32,867,851] [added: 35,935,295] | | |

| Shares remaining available for future issuance under the 2015 Stock Plan and 2015 Director Stock Plan | | | [removed: 34,073,114] [added: 33,355,850] | | |

Each Share MetLife, Inc. issues in connection with awards granted under the [removed: MetLife, Inc.] 2005 Stock Plan other than Stock Options or Stock Appreciation Rights (such as Shares payable on account of Performance Shares or Restricted Stock Units under that plan, including any Deferred Shares resulting from such awards) reduces the number of Shares remaining for issuance by 1.179 (“2005 Stock Plan Share Award Ratio”).

| Equity compensation plans approved by security holders | | | | | | 12,008,464 | | | | | | $ | 49.24 | | | | | 33,355,850 | | |

| Total | | | | | | 12,008,464 | | | | | | $ | 49.24 | | | | | 33,355,850 | | |

| Stock Options | | | 3,386,041 | | |

| Deferred Shares | | | 1,010,668 | | |

As of December 31, 2022:

| 2015 - 2021 | | | 31,545,071 | | |

| 2022 | | | 2,350,180 | | |

| 2015 - 2021 | | | 32,867,851 | | |

| 2022 | | | 3,067,444 | | |

| Equity compensation plans approved by security holders | | | | | | 14,467,626 | | | | | | $ | 44.02 | | | | | 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 | | |

The information called for by this Item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information called for by this item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 149.][added: 144.]

The financial statement schedules are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 149.][added: 144.]

The exhibits are listed in the Exhibit Index which begins on page [removed: 331.][added: 319.]

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

| 4.18 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex418.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex418.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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: 10.1] [added: 10.10] | | | | | | February 15, 2013 | | | | | | | | |

| 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: 10.1] [added: 10.10] | | | | | | December 11, 2014 | | | | | | | | |

| 10.21.14 | | | | | | [Amendment Number Ten to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated November 6, 2019 (effective November 1, [removed: 2019).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102114.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102114.htm).*] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.21.14] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.21.15 | | | | | | [Amendment Number 11 to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated April 7, 2021 (effective April 7, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102115.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102115.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.21.15] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.24.1 | | | | | | [Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)[,] [added: 2008),] dated [removed: December](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm) [2](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)[0,] [added: December 20,] 2007 [removed: (effe](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)[ctive] [added: (effective] January 1, [removed: 200](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)[8)](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)] [added: 2008).*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1072.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.72 | | | | | | February 27, 2013 | | | | | | | | |

| 10.24.2 | | | | | | [Amendment 1 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated, Effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000093783415000009/met-20141231xex1074.htm)[,] [added: 2008),] dated December 9, 2008 (effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000093783415000009/met-20141231xex1074.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783415000009/met-20141231xex1074.htm)] [added: 2008).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783415000009/met-20141231xex1074.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.74 | | | | | | February 27, 2015 | | | | | | | | |

| 10.24.3 | | | | | | [Amendment Number 2 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)[,] [added: 2008),] dated December 21, 2010 (effective January 1, [removed: 201](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)[0](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)[)](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)] [added: 2010).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1048.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.48 | | | | | | February 25, 2016 | | | | | | | | |

| 10.24.4 | | | | | | [Amendment Number 3 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)[,](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm) [dated] [added: 2008), dated] December 19, [removed: 2](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)[012 (effec](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)[tive] [added: 2012 (effective] January 1, 2012 and January 1, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)] [added: 2013).*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1075.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.75 | | | | | | February 27, 2013 | | | | | | | | |

| 10.24.5 | | | | | | [Amendment Number 4 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)[,] [added: 2008),] dated [removed: Decem](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)[ber] [added: December] 17, 2013 (effective [removed: July](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm) [1, 2013](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm) [and](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm) [January] [added: July] 1, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)[)](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)] [added: 2013 and January 1, 2014).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000011/met-xexhibit1077ex1077toth.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.77 | | | | | | February 27, 2014 | | | | | | | | |

| 10.24.6 | | | | | | [Amendment Number 5 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)[)](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)[,] [added: 2008),] dated March 5, [removed: 20](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)[18] [added: 2018] (effective March 15, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)[.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)] [added: 2018).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000022/met-ex108auxsipamendmentnu.htm)] | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.8 | | | | | | May 8, 2018 | | | | | | | | |

| 10.24.7 | | | | | | [Amendment Number 6 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008, formerly referred to as the “Metropolitan Life Auxiliary Savings and Investment Plan” until March 15, 2018), dated December 23, 2020 (effective January 1, [removed: 2020).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex10247.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex10247.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.24.7] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.24.8 | | | | | | [Amendment Number 7 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008), dated April 7, 2021 (effective April 7, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex10248.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex10248.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.24.8] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.26.15 | | | | | | [Amendment Number Fourteen to the MetLife Leadership Deferred Compensation Plan, dated April 7, 2021 (effective April 7, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102615.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102615.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.26.15] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.27.12 | | | | | | [Amendment Number Ten to the MPTA, dated December 23, 2020 (effective January 1, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102712.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102712.htm).*] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.27.12] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.27.13 | | | | | | [Amendment Number Eleven to the MPTA, dated March 3, 2021 (effective March 1, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102713.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102713.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.27.13] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.27.14 | | | | | | [Amendment Number Twelve to the MPTA, dated April 7, 2021 (effective March 1, 2021 and April 7, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102714.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102714.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.27.14] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| 10.27.15 | | | | | | [Amendment Number Thirteen to the MPTA, dated April 30, 2021 (effective April 12, [removed: 2021).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102715.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex102715.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.27.15] | | | | | | [added: February 18, 2022] | | | | | | [removed: X] | | |

| [removed: 10.31.6] [added: 10.31] | | | | | | [Letter [removed: Agreement, dated April 25, 2018,] [added: Agreement entered May 4, 2018] between [removed: MetLife] [added: MetLife,] Inc. and [removed: Oscar Schmidt.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit108.htm)] [added: John McCallion.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312518154478/d579229dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-15787 | | | | | | [removed: 10.8] [added: 10.1] | | | | | | [removed: August] [added: May] 7, 2018 | | | | | | | | |

| [removed: 10.32] [added: 10.32.2] | | | | | | [removed: [Letter] [added: [Description of] Agreement [removed: entered May 4, 2018] between [added: Kishore Ponnavolu and] MetLife, Inc. [removed: and John McCallion.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312518154478/d579229dex101.htm)] [added: dated April 23, 2019.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921919000225/met-2019930xex101.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-15787 | | | | | | 10.1 | | | | | | [removed: May 7, 2018] [added: November 5, 2019] | | | | | | | | |

| [removed: 10.33.1] [added: 10.32.1] | | | | | | [Letter of Understanding, dated August 23, 2018, effective September 1, 2018, with Kishore Ponnavolu.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000052/met-2018930xex101.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.1 | | | | | | November 8, 2018 | | | | | | | | |

| [removed: 10.33.2] [added: 10.33] | | | | | | [removed: [Description of Agreement] [added: [Sign-on Payments Letter, dated August 14, 2019, effective November 19, 2019,] between [removed: Kishore Ponnavolu and MetLife,] [added: MetLife Group,] Inc. [removed: dated April 23, 2019.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921919000225/met-2019930xex101.htm)] [added: and Bill Pappas.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921920000064/met-12312019xex1035.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | 001-15787 | | | | | | [removed: 10.1] [added: 10.35] | | | | | | [removed: November 5, 2019] [added: February 21, 2020] | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/exhibit211metlifeincsubsid.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921922000014/mlinc-12312021xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| /s/ Cheryl W. Grisé | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Carlos M. Gutierrez | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Gerald L. Hassell | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ David L. Herzog | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ R. Glenn Hubbard | | | | | | Chairman of the Board | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Edward J. Kelly, III | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ William E. Kennard | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Catherine R. Kinney | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Diana L. McKenzie | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Denise M. Morrison | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Mark A. Weinberger | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| 10.18.6 | | | | | | [Form of Performance Share Agreement under the 2015 SIC Plan, effective February 28, 2023.*](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/exh10186pspawardagreement2.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.19.6 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 28, 2023.*](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/exh10196puawardagreement20.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

February 23, 2023

| /s/ Carla A. Harris | | | | | | Director | | | | | | February 23, 2023 | | |

| Carla A. Harris | | | | | | | | | | | | | | |

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

| 10.31.1 | | | | | | [Executive Deferred Compensation Plan for Oscar Schmidt, effective July 1, 2009.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit103.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.3 | | | | | | August 7, 2018 | | | | | | | | |

| 10.31.2 | | | | | | [Amendment Number One to the Executive Deferred Compensation Plan for Oscar Schmidt (effective July 1, 2009).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit104.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.4 | | | | | | August 7, 2018 | | | | | | | | |

| 10.31.3 | | | | | | [Amendment Number Two to the Executive Deferred Compensation Plan for Oscar Schmidt (effective July 1, 2009).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit105.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.5 | | | | | | August 7, 2018 | | | | | | | | |

| 10.31.4 | | | | | | [Amendment Number Three to the Executive Deferred Compensation Plan for Oscar Schmidt (effective July 1, 2009).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit106.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.6 | | | | | | August 7, 2018 | | | | | | | | |

| 10.31.5 | | | | | | [Settlement Agreement & General Release, dated November 19, 2013, between MetLife Group, Inc. and Oscar Schmidt.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit107.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.7 | | | | | | August 7, 2018 | | | | | | | | |

| 10.31.7 | | | | | | [General Release And Waiver, dated April 27, 2018, between MetLife Group, Inc. and Oscar Schmidt.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783418000036/exhibit109.htm) | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.9 | | | | | | August 7, 2018 | | | | | | | | |

| 10.34 | | | | | | [Separation Agreement and General Release, effective June 16, 2019, between MetLife, Inc. and MetLife Group, Inc. and Martin Lippert.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921919000086/exhibit101061619.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | June 18, 2019 | | | | | | | | |

| 10.35 | | | | | | [Sign-on Payments Letter, dated August 14, 2019, effective November 19, 2019, between MetLife Group, Inc. and Bill Pappas.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921920000064/met-12312019xex1035.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.35 | | | | | | February 21, 2020 | | | | | | | | |

February 17, 2022