MetLife (MET) 10-K risk factor changes: FY2023 vs FY2022

Any or each of the events described below may (or may continue to) adversely affect the global [removed: economy,] [added: economy or] global financial markets, [added: or] our reputation, [removed: our] regulatory, customer, or other relationships, [removed: our] results of operations, [removed: our] liquidity or cash flows, [removed: our] statutory capital position, [removed: our] ability to meet our obligations, [removed: our] credit and financial strength ratings, [removed: our] financial condition, or the market price of our common stock.

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

Pandemics and other public health [removed: issues,] [added: issues or other events,] and governmental, business, and consumer reactions to them, [removed: have affected and] may [removed: continue to] affect economic [removed: conditions.][added: conditions and may cause a large number of illnesses or deaths.]

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

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

We would recognize the accumulated change in estimated fair value of these fixed income securities in net income [removed: when we realize a gain or loss] upon [removed: the sale of the security or] [added: a sale, an intent to sell, a determination it is more likely than not] we [removed: determine that] [added: will be required to sell, or if] the decline in estimated fair value is due to a credit loss.

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

Market price volatility [added: may result in defaults and a lack of pricing transparency, and] can make valuations of our securities difficult if trading becomes less frequent, which may require us to add to our reserves.

Our variable annuity [added: and life insurance] business is highly sensitive to equity markets, and a sustained weakness or stagnation in the equity markets may decrease these products’ revenues and earnings.

Furthermore, certain of our variable annuity [added: and life] products offer guaranteed benefits that increase our potential benefit exposure should equity markets decline or stagnate.

The timing of distributions from and valuations of our investments in leveraged buy-out funds, hedge [added: funds, real estate ventures, real estate] funds and other private equity funds depends on the performance of the underlying investments, distribution schedules, and the funds’ need for cash.

Changes in leasable commercial space supply and demand, [added: lessee behaviors,] 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 equity investments including joint ventures.

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

The occurrence of a major economic downturn, acts of corporate malfeasance, widening credit spreads, or other adverse events may [removed: reduce the estimated fair value of our portfolio of fixed income securities and mortgage loans and] increase the default rate of the fixed income securities and mortgage loans in our investment portfolio.

Many of our transactions with counterparties [removed: such as brokers and dealers, central clearinghouses, commercial banks, investment banks, hedge funds, investment funds, reinsurers and other financial institutions] expose us to the risk of counterparty default.

Furthermore, potential action by governments and regulatory bodies, [removed: such as controlling investment, nationalization, conservatorship, receivership and other intervention,] or lack of action by governments and central banks, as well as deterioration in the banks’ credit standing, could negatively impact these instruments, securities, transactions and investments or limit our ability to trade with them.

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 [added: effectively offset the impact of the foreign currency exchange rate fluctuation, or other factors.]

The continued threat of terrorism, ongoing or potential military [added: conflict] and other actions, and heightened security measures may cause [removed: significant volatility in global financial markets] [added: economic uncertainty] and result in loss of life, property damage, additional disruptions to commerce and reduced economic activity.

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

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

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

Governments may change regulation of financial services, insurance, variable annuities and variable life insurance, securities, derivatives, pension, health care, accounting, cybersecurity, [added: artificial intelligence,] privacy and data protection, tort reform legislation, taxation, benefit plan investment advice and related fiduciary duties, antitrust as applied to the business of health insurance or otherwise, and other areas.

[removed: Solvency] [added: Compliance with solvency] standards [removed: compliance] [added: or financial condition regulations] may increase our capital and reserve requirements, risk management costs, and reporting costs.

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

Legal or regulatory actions, inquiries or investigations, [added: for MetLife or our competitors,] whether ongoing or yet to come, could harm our reputation, ability to attract or retain customers or employees, [added: and] business, financial condition, or results of operations, even if we [added: or our competitors,] ultimately prevail.

Regulators or private parties may bring class actions, individual suits, or investigations seeking large recoveries 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 [removed: practices (such as those related to the COVID-19 pandemic),] [added: practices, privacy and] data [added: protection, or data] security incidents, discriminatory or inequitable practices, and breaches of fiduciary or other duties.

These standards and expectations may also, as a whole, reflect contrasting or conflicting values or [removed: agendas.][added: agendas and are not always susceptible to consensus.]

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

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

In June 2022, we announced our [removed: goal] [added: commitment] to achieve net zero greenhouse gas [added: (“GHG”)] emissions [removed: for our global operations and general account investment portfolio] by 2050 or sooner.

We [removed: are reorienting] [added: have oriented] our climate [removed: commitments] [added: objectives and interim targets] to advance this [removed: goal,] [added: commitment,] which involves assumptions and expectations that involve risks and uncertainties.

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 [removed: investors, regulators, customers or others.][added: expectations of some stakeholders.]

[removed: Customers] [added: For example, some current customers] and potential customers may [removed: be prohibited or choose not] [added: decline] to do business with us based on our sustainability practices and related policies and actions.

We may [added: also] face adverse regulatory, investor, media, or public scrutiny leading to business, reputational, or legal challenges.

Further, terms applicable to our Floating Rate Non-Cumulative Preferred Stock, Series [removed: A (the “Series A preferred stock”),] [added: A,] junior subordinated debentures and trust securities may prevent us from paying dividends or interest on those instruments.

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

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

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

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

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

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

In the U.S., a threat facing the economy is the continued disagreement over the federal debt limit and other budget questions.

Failure to resolve these issues in a timely manner could result in a government shutdown, erratic reduction in government spending or a default on government debt, which could result in increased market volatility and reduced economic activity.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

We remain liable and may incur costs as the direct insurer on all risks we reinsure as a result of a reinsurer’s insolvency, inability or unwillingness to make payments, or inability or unwillingness to maintain collateral, which could have a material adverse impact on our business, results of operations or financial condition.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

See “Business — Regulation — State Insurance Regulation — Surplus and Capital” for a summary of the NAIC’s developments related to financial condition regulation.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Our practices and performance are subject to increasing scrutiny with regard to various aspects of ESG performance from regulators and other stakeholders.

This commitment applies to GHG emissions from our global owned and leased offices and vehicle fleets, employee business travel, supply chain and general account investment portfolio, including the general accounts of MetLife, Inc.’s wholly-owned subsidiaries, where reliable data and methodologies are available.

Data and measurement techniques continue to evolve.

Further, because of the financed emissions included in our investment portfolio, our ability to meet our commitments is dependent on those counterparties meeting their own carbon reduction objectives.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Likewise, the growth and availability of artificial intelligence (“AI”) technologies, including generative AI, presents significant opportunities but also complex challenges, including with respect to balancing and mitigating potential risks of harm posed by the development or deployment of AI technologies.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

See “Business — Regulation — Cybersecurity, Privacy and Data Protection Regulation” for additional information.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Declining equity 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 carry and require us to increase funding to our captive reinsurers.

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

Public Health Risks

Any of these issues may cause or exacerbate any of the difficult economic conditions we describe in these risk factors.

our unrealized losses may increase.

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.

Federal Reserve Board monetary policy (and that of other central banks) may also impact the pricing levels of risk-bearing investments and may harm our investment income or product sales.

Market volatility may cause changes in credit spreads, defaults and a lack of pricing transparency.

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.

These may cause losses or impairments to the carrying value of our investments.

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

Our risk of

We may incur costs as a result of a reinsurer’s insolvency, inability or unwillingness to make payments, or inability or unwillingness to maintain collateral.

Regulators have reacted and may continue to react to pandemics and other public health issues (such as the COVID-19 pandemic).

They may require “no lapse” in policy coverage regardless of whether we receive premiums or are able to assess fees against policyholder account balances.

They may extend insurance coverage beyond our policy or contract terms and may impose premium grace periods, suspend cancellations, lower or freeze premium rates, 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.

We may also adopt customer accommodations, such as waiving exclusions, forgoing rate increases or implementing lower rate increases than we would otherwise, relaxing claim documentation requirements, relaxing eligibility criteria, granting premium credits, or other accommodations for customers experiencing economic or other distress.

Regulators may restrict our underwriting on public policy or other grounds, excluding factors such as exposure, quarantine, infection, and association with others suffering public health-related effects.

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

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

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

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.

We continue to actively transition to the alternative reference rates.

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 or dividend rates on our 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 contracts, whether, how, and when industry participants adopt alternative reference rates for new products or 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.

Uncertainty regarding the continued use and reliability of LIBOR, regarding the calculation of the applicable interest rate or payment amount depending on the terms of the governing instruments, or regarding the application or effectiveness of alternative reference rates, could increase our costs, reduce the value of such instruments, or impair our cash or derivative positions.

We may not effectively hedge or manage risks from differences among applicable alternative reference rates or timing of when such rates take effect.

We may fail to adequately prepare for or react to LIBOR discontinuation and replacement, or fail to fully protect ourselves from all the effects of such changes.

We may also fail to manage adequately any transition to alternative reference rates in a way that maintains the competitiveness of our products and the performance of our investment portfolio.

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.

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

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 do so in the future.

our insurance subsidiaries’ dividends and other payments.

methods that may result in estimated fair values that significantly vary by period, and may exceed the investment’s sale price.

Furthermore, the

Pandemics and other public health issues or other events may cause a large number of illnesses or deaths.

| [Forward-Looking Statements and Other Financial [removed: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_205)] [added: Information](#i59887bf18fdc49ee81fd716327570d9c_136)] | | | [removed: [52](#i215c1c38b6bb481e9ac5f01e012ea78b_205)] [added: [48](#i59887bf18fdc49ee81fd716327570d9c_136)] | | |

| [Consolidated Company [removed: Outlook](#i215c1c38b6bb481e9ac5f01e012ea78b_220)] [added: Outlook](#i59887bf18fdc49ee81fd716327570d9c_148)] | | | [removed: [54](#i215c1c38b6bb481e9ac5f01e012ea78b_220)] [added: [48](#i59887bf18fdc49ee81fd716327570d9c_148)] | | |

| [Summary of Critical Accounting [removed: Estimates](#i215c1c38b6bb481e9ac5f01e012ea78b_268)] [added: Estimates](#i59887bf18fdc49ee81fd716327570d9c_178)] | | | [removed: [62](#i215c1c38b6bb481e9ac5f01e012ea78b_268)] [added: [55](#i59887bf18fdc49ee81fd716327570d9c_178)] | | |

| [Acquisitions and [removed: Dispositions](#i215c1c38b6bb481e9ac5f01e012ea78b_301)] [added: Dispositions](#i59887bf18fdc49ee81fd716327570d9c_211)] | | | [removed: [70](#i215c1c38b6bb481e9ac5f01e012ea78b_301)] [added: [63](#i59887bf18fdc49ee81fd716327570d9c_211)] | | |

| [Liquidity and Capital [removed: Resources](#i215c1c38b6bb481e9ac5f01e012ea78b_562)] [added: Resources](#i59887bf18fdc49ee81fd716327570d9c_418)] | | | [removed: [113](#i215c1c38b6bb481e9ac5f01e012ea78b_562)] [added: [105](#i59887bf18fdc49ee81fd716327570d9c_418)] | | |

| [Future Adoption of Accounting [removed: Pronouncements](#i215c1c38b6bb481e9ac5f01e012ea78b_748)] [added: Pronouncements](#i59887bf18fdc49ee81fd716327570d9c_604)] | | | [removed: [129](#i215c1c38b6bb481e9ac5f01e012ea78b_748)] [added: [117](#i59887bf18fdc49ee81fd716327570d9c_604)] | | |

| [Non-GAAP and Other Financial [removed: Disclosures](#i215c1c38b6bb481e9ac5f01e012ea78b_751)] [added: Disclosures](#i59887bf18fdc49ee81fd716327570d9c_607)] | | | [removed: [130](#i215c1c38b6bb481e9ac5f01e012ea78b_751)] [added: [118](#i59887bf18fdc49ee81fd716327570d9c_607)] | | |

In addition, the Company [removed: reports] [added: continues to report] certain of its results of operations in Corporate & Other.

[removed: During 2022, adjusted] [added: Adjusted] premiums, fees and other revenues, net of foreign currency fluctuations, increased [added: $9.8 billion, or 21%,] compared to [removed: 2021 driven by growth in our U.S. segment,] [added: 2021,] primarily [added: due to higher premiums] in our RIS [removed: business.][added: segment, mainly driven by a large pension risk transfer transaction in 2022.]

[removed: For additional information, see] [added: See] Note [removed: 2] [added: 15] of the Notes to the Consolidated Financial [removed: Statements.][added: Statements for additional information on our goodwill.]

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

| Net income (loss) available to MetLife, Inc.’s common shareholders [removed: down $4.0 billion:] | | | [added: $] | [added: 1,380] | | | | | [added: $] | [added: 5,099] | | | | | [added: $] | [added: 6,654] | |

[removed: | • | | |] [added: Net Investment Gains (Losses)(1) \-] Unfavorable change [removed: in net investment gains (losses)] of $2.8 billion ($2.2 billion, net of income [removed: tax) | | | | | | | | | | | | | | |][added: tax):]

[removed: | • | | | Unfavorable] [added: Net Derivative Gains (Losses)(2) \- Favorable] change [removed: in net derivative gains (losses)] of [removed: $144] [added: $111] million [removed: ($114] [added: ($88] million, net of income [removed: tax)(2) | | | | | | | | | | | | | | |][added: tax)(3):]

[removed: | • | | |] [added: Actuarial Assumption Review \-] Favorable change [removed: from actuarial assumption reviews] of [removed: $356] [added: $701] million [removed: ($269] [added: ($561] million, net of income [removed: tax)(3) | | | | | | | | | | | | | | |][added: tax):]

| [removed: • | | |] Adjusted earnings available to common shareholders [removed: down $2.4 billion] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (958) | | | | | $ | 5,525 | |]

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

[removed: | (3) Includes amounts recognized in net derivative gains (losses) and] [added: ii) Consolidated] adjusted earnings available to common [removed: shareholders. See “— Results of Operations — Consolidated Results — Year Ended December 31, 2022 Compared with] [added: shareholders for] the [removed: Year Ended] [added: year ended] December 31, [removed: 2021 — Actuarial Assumption Review] [added: 2022 was positively impacted by notable items related to actuarial assumption review] and [removed: Certain Other Insurance Adjustments” for additional information. | | | | | | | | | | | | | | | | | |][added: other insurance adjustments of $89 million, net of income tax.]

[removed: | Consolidated] [added: See “— Consolidated] Results [removed: -] [added: —] Adjusted [removed: Earnings Highlights | | | | | | | | | | | | | | | | | |][added: Earnings.”]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $5.4] [added: $5.2] billion of cash and liquid assets at the holding companies which is above the high end of our $3.0 billion to $4.0 billion holding company cash target.

In [removed: 2023,] [added: 2024,] we expect to maintain this holding company cash target.

Assuming (i) interest rates following the observable forward yield curves as of December 31, [removed: 2022,] [added: 2023,] including a 10-year U.S. Treasury rate of [removed: 3.88% at December 31, 2022, and] 3.84% at December 31, [removed: 2023,] [added: 2024,] (ii) S&P 500 equity index annual return of 5% over the near-term, and (iii) private equity annual returns [removed: of 12%] [added: between 7% to 10%] over the near-term [removed: consistent with historical] [added: which is below our] long-term [removed: averages;] [added: historical returns of 12% and assumes continued pressure in the first quarter of 2024 before trending higher;] 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%.

Further, based on the aforementioned assumptions, [removed: 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 are [removed: increasing] [added: maintaining] our target for adjusted return on equity, excluding accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments (“FCTA”) [removed: to] [added: and total notable items, of] 13% to 15% over the near-term.

[removed: Our] [added: Based on our continued focus on expense discipline, building capacity to reinvest in growth initiatives and our overall efficiency mindset, we are lowering our] full year direct expense ratio target, excluding total notable items related to direct expenses and pension risk transfers, [removed: is] [added: from] 12.6% [added: to 12.3%] over the near-term.

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 global inflation, supply chain disruptions, [removed: the Russia-Ukraine conflict] [added: acts of war] and [removed: the COVID-19 pandemic.][added: banking sector volatility.]

In the U.S., the Federal Reserve Board and the Federal Open Market Committee took various actions in [removed: 2022] [added: 2023] to promote economic stability and combat inflation, including raising interest rates, although [removed: a heightened level of concern about an economic downturn in] [added: rates have remained steady over] the [removed: U.S. remains.][added: last few months, reflecting lower inflation.]

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

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

For additional discussion on gross margin and interest rate assumptions, as well as the potential impact of low interest rates, see “— Results of Operations — Consolidated Results — Year Ended December 31, [removed: 2022] [added: 2023] Compared with the Year Ended December 31, [removed: 2021] [added: 2022] — Actuarial Assumption [removed: Review and Certain Other Insurance Adjustments;”] [added: Review;”] “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions — Interest Rate Risks;” “Risk Factors — Business Risks — We May Be Required to Impair VOBA, VODA or VOCRA;” “Risk Factors — Business Risks — We May Be Required to Recognize an Impairment of Our Goodwill or Other Long-Lived Assets or to Establish a Valuation Allowance Against Our Deferred Income Tax Assets;” and “Risk Factors — Business Risks — We May Face Volatility, Higher Risk Management Costs, and Increased Counterparty Risk Due to Guarantees Within Certain of Our Products.”

For additional discussion on interest rate risk management and our ability to change interest crediting rates or dividend scales, see “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions — Interest Rate Risks;” “— [removed: Policyholder Liabilities;” “—] Risk Management;” and “Quantitative and Qualitative Disclosures About Market Risk — Management of Market Risk [removed: Exposures.”][added: Exposures,” as well as Notes 5 and 6 of the Notes to the Consolidated Financial Statements.]

To illustrate our sensitivity to U.S. interest rates, we compared the outcome of two hypothetical interest rate environments (the “Declining Interest Rate Scenario” and “Rising Interest Rate Scenario”) relative to our baseline economic assumptions (the “Base Scenario”) through [removed: 2025.][added: 2026.]

The Declining Interest Rate Scenario assumes U.S. interest rates for all maturities decline immediately on January 1, [removed: 2023] [added: 2024] by 50 basis points compared to the Base Scenario through [removed: 2025.][added: 2026.]

The Rising Interest Rate Scenario assumes U.S. interest rates rise immediately on January 1, [removed: 2023] [added: 2024] by 50 basis points through [removed: 2025.][added: 2026.]

Other than changing U.S. interest rates through [removed: 2025,] [added: 2026,] all other economic assumptions are equivalent in the Base Scenario, Declining Interest Rate Scenario and Rising Interest Rate Scenario.

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | | | |

| 10-year U.S. Treasury | | | 3.84% | | | 3.34% | | | 4.34% | | | | | | [removed: 3.86%] [added: 3.93%] | | | [removed: 3.36%] [added: 3.43%] | | | [removed: 4.36%] [added: 4.43%] | | | | | | [removed: 3.93%] [added: 4.04%] | | | [removed: 3.43%] [added: 3.54%] | | | [removed: 4.43%] [added: 4.54%] | | |

*Hypothetical Impact to Net Derivative Gains [removed: (Losses)] [added: (Losses), Market Risk Benefit Remeasurement (Gains) Losses] and Adjusted Earnings*

We estimate a net favorable impact to net derivative gains (losses) [removed: from non-VA program derivatives] [added: for 2024] through [removed: 2025] [added: 2026] for the hypothetical Declining Interest Rate Scenario.

We estimate a net unfavorable impact to net derivative gains (losses) [removed: from the non-VA program derivatives] [added: for 2024] through [removed: 2025] [added: 2026] for the hypothetical Rising Interest Rate Scenario.

We estimate a net unfavorable impact to consolidated adjusted earnings [added: for 2024] through [removed: 2025] [added: 2026] for the hypothetical Declining Interest Rate Scenario.

| [Industry Trends](#i59887bf18fdc49ee81fd716327570d9c_151) | | | [49](#i59887bf18fdc49ee81fd716327570d9c_151) | | |

| [Results of Operations](#i59887bf18fdc49ee81fd716327570d9c_214) | | | [64](#i59887bf18fdc49ee81fd716327570d9c_214) | | |

| [Investments](#i59887bf18fdc49ee81fd716327570d9c_271) | | | [89](#i59887bf18fdc49ee81fd716327570d9c_271) | | |

| [Derivatives](#i59887bf18fdc49ee81fd716327570d9c_346) | | | [105](#i59887bf18fdc49ee81fd716327570d9c_346) | | |

| [Adopted Accounting Pronouncements](#i59887bf18fdc49ee81fd716327570d9c_601) | | | [117](#i59887bf18fdc49ee81fd716327570d9c_601) | | |

| [Risk Management](#i59887bf18fdc49ee81fd716327570d9c_613) | | | [121](#i59887bf18fdc49ee81fd716327570d9c_613) | | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Our outlook reflects continued uncertainty around inflation and unemployment in 2024.

We expect the U.S. dollar to stabilize around current levels.

Based on the forward yield curve as of December 31, 2023, we expect long-term interest rates to remain largely unchanged in 2024 with the yield curve steepening, as short-term interest rates decline.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

| SOFR | | | 3.99% | | | 3.49% | | | 4.49% | | | | | | 3.08% | | | 2.58% | | | 3.58% | | | | | | 3.03% | | | 2.53% | | | 3.53% | | |

| 30-year U.S. Treasury | | | 3.97% | | | 3.47% | | | 4.47% | | | | | | 3.97% | | | 3.47% | | | 4.47% | | | | | | 3.99% | | | 3.49% | | | 4.49% | | |

We estimate a net unfavorable impact to market risk benefit remeasurement (gains) losses for 2024 through 2026 for the hypothetical Declining Interest Rate Scenario.

Under the hypothetical Declining Interest Rate Scenario, we expect the market risk benefit (“MRB”) reserves to increase due to discounting the future cash flows at a lower rate.

We estimate a net favorable impact to market risk benefit remeasurement (gains) losses for 2024 through 2026 for the hypothetical Rising Interest Rate Scenario.

Under the hypothetical Rising Interest Rate Scenario, we expect the MRB reserves to decrease due to discounting the future cash flows at a higher rate.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

| Market Risk Benefit Remeasurement (Gains) Losses | | | $ | 545 | | | | | $ | (7) | | | | | $ | (10) | |

| | | | 2024 | | | | | | 2025 | | | | | | 2026 | | |

| | | | (In millions, net of income tax) | | | | | | | | | | | | | | |

| Market Risk Benefit Remeasurement (Gains) Losses | | | $ | (466) | | | | | $ | 7 | | | | | $ | 10 | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

*Declining Interest Rate Scenario*.

*Declining Interest Rate Scenario*.

*Rising Interest Rate Scenario*.

Asia (Japan Only)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

*Rising Interest Rate Scenario*.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Effective January 1, 2023, the Company adopted a new accounting pronouncement related to targeted improvements to the accounting for long-duration contracts (“LDTI”) with a January 1, 2021 transition date (the “Transition Date”).

The effects of adoption were therefore applied for years ended December 31, 2022 and 2021, as described in Note 1 of the Notes to the Consolidated Financial Statements.

This summary of critical accounting estimates reflects this adoption.

| | | | | | |

Due to the adoption of LDTI, the measurement model for deferred policy acquisition costs (“DAC”) and VOBA changed and the majority of the embedded derivatives met the criteria to be accounted for as MRBs; therefore, we no longer believe that DAC, VOBA and embedded derivatives are critical accounting estimates.

LDTI impacted the recognition and measurement of FPBs, MRBs and reinsurance, along with the resulting impacts to deferred income taxes which are described in further detail below.

The other critical accounting estimates above were not impacted by the adoption of LDTI and are described below.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

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

| [Executive Summary](#i215c1c38b6bb481e9ac5f01e012ea78b_208) | | | [52](#i215c1c38b6bb481e9ac5f01e012ea78b_208) | | |

| [Industry Trends](#i215c1c38b6bb481e9ac5f01e012ea78b_235) | | | [55](#i215c1c38b6bb481e9ac5f01e012ea78b_235) | | |

| [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) | | |

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

Executive Summary

MetLife is organized into five segments: U.S.; Asia; Latin America; EMEA; and MetLife Holdings.

Current Year Highlights

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.

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

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.

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, 2022:


(1) Excludes Corporate & Other adjusted loss available to common shareholders of $844 million.

(2) Consistent with GAAP guidance for segment reporting, adjusted earnings is our GAAP measure of segment performance.

|  | | | | | | | | | | | | Consolidated Results - Highlights | | | | | |

| (1) See “— Results of Operations — Consolidated Results” and “— Non-GAAP and Other Financial Disclosures” for reconciliations and definitions of non-GAAP financial measures. | | | | | | | | | | | | | | | | | |

| 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. | | | | | | | | | | | | | | | | | |

For a more in-depth discussion of our consolidated results, see “— Results of Operations — Consolidated Results,” “— Results of Operations — Consolidated Results — Adjusted Earnings” and “— Results of Operations — Segment Results and Corporate & Other.”

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.

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.

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

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

For purposes of the two hypothetical interest rate scenarios, we have excluded all VA program derivatives.

For information regarding our VA and non-VA program derivatives, see “— Results of Operations — Consolidated Results.”

| Non-VA Program Derivatives | | | $ | 443 | | | | | $ | (6) | | | | | $ | (23) | |

| U.S. | | | $ | (49) | | | | | $ | (53) | | | | | $ | (65) | |

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

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

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

The interest rate sensitive liabilities for purposes of this disclosure include [removed: debt, policyholder account balances] [added: FPBs, PABs] related to certain investment type contracts, [added: debt] and [removed: embedded derivatives on] [added: MRBs primarily consisting of] variable annuities with guaranteed minimum benefits which have the same type of interest rate exposure (medium- and long-term interest rates) as fixed maturity securities AFS.

Our exposure to fluctuations in foreign currency exchange rates against the U.S. dollar results [added: most significantly] from our holdings in non-U.S. dollar denominated fixed maturity and equity securities, mortgage loans, and [removed: certain] [added: insurance] liabilities, as well as through our investments in foreign subsidiaries.

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

We have matched much of our foreign currency [added: insurance] liabilities in our foreign subsidiaries with their respective foreign currency assets, thereby reducing our risk to foreign currency exchange rate fluctuation.

Along with investments in equity [added: securities and FVO] securities, we have exposure to equity market risk through certain liabilities that involve long-term guarantees on equity [removed: performance] [added: performance,] such as [removed: embedded derivatives on] [added: MRBs for] variable annuities with guaranteed minimum benefits and certain [removed: policyholder account balances.][added: PABs.]

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

To [removed: manage] [added: support management of] interest rate risk, we [removed: analyze interest rate risk] [added: perform analysis] using various models, including multi-scenario cash flow projection models that forecast cash flows of the liabilities and their supporting investments, including derivatives.

In the U.S., for each segment, invested assets greater than or equal to the GAAP [removed: liabilities] [added: liabilities,] net of certain non-invested assets allocated to the [removed: segment] [added: segment,] are maintained, with any excess allocated to Corporate & Other.

We use foreign currency swaps, forwards and options to mitigate the liability exposure, risk of loss and financial statement volatility associated with our investments in foreign subsidiaries, foreign currency denominated fixed income investments and [removed: the sale of certain] [added: foreign currency] insurance [removed: products.][added: liabilities.]

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

- Risks Related to Guarantee Benefits — We use a wide range of derivative contracts to mitigate the risk associated with living guarantee [removed: benefits.][added: benefits accounted for as MRBs.]

Our foreign subsidiaries also use these hedges to swap non-local currency assets to local [removed: currency,] [added: currency assets in order] to match liabilities.

In performing the analysis summarized below, we used market rates at December 31, [removed: 2022.][added: 2023.]

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

- foreign currency exchange rate risk is not isolated for certain [removed: embedded derivatives within host asset and liability contracts,] [added: MRBs for variable annuities with guaranteed minimum benefits,] as the risk on these instruments is reflected as equity;

- [removed: for] the [removed: derivatives that qualify as hedges, and for certain other assets such as mortgage loans, the] impact on reported earnings may be materially different from the change in market [removed: values;][added: values, most notably for fixed maturity securities AFS, mortgage loans, FPBs, and derivatives that qualify for hedge accounting; and]

- the analysis excludes [removed: liabilities pursuant to insurance contracts, as well as] real estate holdings, private equity and hedge fund holdings; [removed: and]

Based on our analysis of the impact of a [removed: 100 basis] [added: 100-basis] point change (increase or decrease) in interest rates, as well as a 10% change (increase or decrease) in foreign currency exchange rates and 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: 22,327] [added: 8,610] | |

| Foreign currency exchange rate risk | | | $ | [removed: 5,929] [added: 2,322] | |

| Equity market risk | | | $ | [removed: 97] [added: 3] | |

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

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

| | | | Notional Amount | | | | | | [removed: Estimated Fair Value] [added: Estimated Fair Value] (1) | | | | | | Assuming [removed: a 100 bps Increase in] [added: a 100 bps Increase in] Interest [removed: Rates] [added: Rates (2)] | | | [added: | | | Assuming a 10% Appreciation in the U.S. Dollar (3) | | | | | | Assuming a 10% Decrease in Equity Prices (4) | | |]

| | | | (In millions) | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Assets | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| [removed: Liabilities (3)] [added: Liabilities] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Derivative Instruments | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Total derivative instruments | | | | | | | | | | | | | | | $ | [removed: (3,438)] [added: (3,099)] | | [added: | | | $ | 855 | | | | | $ | 522 | |]

| Net Change | | | | | | | | | | | | | | | $ | [removed: (22,327)] [added: (8,610)] | | [added: | | | $ | (2,322) | | | | | $ | (3) | |]

[removed: (1)Separate] [added: (2)Separate] account assets and liabilities and [removed: Unit-linked] [added: contractholder-directed] investments [added: supporting unit-linked variable annuity type liabilities (“Unit-linked investments”)] and associated [removed: policyholder account balances,] [added: PABs,] which are interest rate sensitive, are not included herein as any interest rate risk is borne by the [removed: contractholder, notwithstanding any general account guarantees which are included within embedded derivatives (see footnote (2) below) or included within future policy benefits and other policy-related balances (see footnote (3) below).][added: contractholder.]

[removed: (1)Does] [added: (3)Does] not necessarily represent those financial instruments solely subject to foreign currency exchange rate risk.

Separate account assets and liabilities and Unit-linked investments and associated [removed: policyholder account balances,] [added: PABs,] which are foreign currency exchange rate sensitive, are not included herein as any foreign currency exchange rate risk is borne by the [removed: contractholder, notwithstanding any general account guarantees which are included within embedded derivatives (see footnote (2) below) or included within future policy benefits and other policy-related balances (see footnote (3) below).][added: contractholder.]

[removed: (1)Does] [added: (4)Does] not necessarily represent those financial instruments solely subject to equity price risk.

Additionally, separate account assets and liabilities and Unit-linked investments and associated [removed: policyholder account balances,] [added: PABs,] which are equity market sensitive, are not included herein as any equity market risk is borne by the [removed: contractholder, notwithstanding any general account guarantees which are included within embedded derivatives (see footnote (2) below) or included within future policy benefits and other policy-related balances (see footnote (3) below).][added: contractholder.]

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

- liabilities do not include $19.7 billion of other policy-related balances largely consisting of claims, unearned revenue liabilities and policyholder dividends;

| | | | December 31, 2023 | | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

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

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

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | Interest Rate Risk | | | | | | Foreign Currency Exchange Rate Risk | | | | | | Equity Market Risk | | |

| Fixed maturity securities (5) | | | | | | | | | $ | 282,861 | | | | | $ | (21,429) | | | | | $ | (8,170) | | | | | $ | (80) | |

| Mortgage loans | | | | | | | | | $ | 87,753 | | | | | (2,603) | | | | | | (757) | | | | | | — | | |

| Other | | | | | | | | | $ | 48,612 | | | | | (804) | | | | | | (1,014) | | | | | | (57) | | |

| Total assets | | | | | | | | | | | | | | | $ | (24,836) | | | | | $ | (9,941) | | | | | $ | (137) | |

| Future policy benefits | | | | | | | | | $ | 196,406 | | | | | $ | 12,982 | | | | | $ | 3,670 | | | | | $ | (3) | |

| Policyholder account balances | | | | | | | | | $ | 130,590 | | | | | 3,806 | | | | | | 2,791 | | | | | | — | | |

| Market risk benefits | | | | | | | | | $ | 3,179 | | | | | 916 | | | | | | 39 | | | | | | (385) | | |

| Short-term and long-term debt | | | | | | | | | $ | 15,740 | | | | | 1,201 | | | | | | 130 | | | | | | — | | |

| Other | | | | | | | | | $ | 31,980 | | | | | 420 | | | | | | 134 | | | | | | — | | |

| Total liabilities | | | | | | | | | | | | | | | $ | 19,325 | | | | | $ | 6,764 | | | | | $ | (388) | |

| Interest rate | | | $ | 186,577 | | | | | $ | 691 | | | | | $ | (2,903) | | | | | $ | 68 | | | | | $ | — | |

| Foreign currency exchange rate | | | $ | 75,717 | | | | | $ | 1,674 | | | | | (154) | | | | | | 790 | | | | | | — | | |

| Credit | | | $ | 15,345 | | | | | $ | 152 | | | | | (5) | | | | | | (4) | | | | | | — | | |

| Equity market | | | $ | 23,595 | | | | | $ | (78) | | | | | (37) | | | | | | 1 | | | | | | 522 | | |

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

| Prior Year Net Change | | | | | | | | | | | | | | | $ | (9,172) | | | | | $ | (2,506) | | | | | $ | — | |

| Increase/(Decrease) | | | | | | | | | | | | | | | $ | (562) | | | | | $ | (184) | | | | | $ | 3 | |

(1)The carrying value for FPBs, as reported on the consolidated balance sheets, was used for these sensitivities.

See Note 1 of the Notes to the Consolidated Financial Statements for additional details on FPBs.

(5)Includes FVO securities.

The interest rate sensitive liabilities for purposes of this disclosure exclude a significant portion of the liabilities relating to insurance contracts.

The foreign currency exchange rate liabilities for purposes of this disclosure exclude a significant portion of the liabilities relating to insurance contracts.

For purposes of this disclosure, a significant portion of the liabilities relating to insurance contracts is excluded, as discussed further below.

- interest sensitive and foreign currency exchange rate sensitive liabilities do not include $223.9 billion, at carrying value, of insurance contracts.

Management believes that the changes in the economic value of those contracts under changing interest rates and changing foreign currency exchange rates would offset a significant portion of the fair value changes of interest sensitive and foreign currency exchange rate sensitive assets;

| | | | | | |

| | | | December 31, 2022 | | |

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

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

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

| Fixed maturity securities AFS | | | | | | | | | $ | 276,780 | | | | | $ | (20,707) | |

| Equity securities | | | | | | | | | $ | 1,684 | | | | | (80) | | |

| FVO Securities | | | | | | | | | $ | 1,435 | | | | | (26) | | |

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

| Policy loans | | | | | | | | | $ | 9,682 | | | | | (268) | | |

| Short-term investments | | | | | | | | | $ | 4,935 | | | | | (11) | | |

| Other invested assets | | | | | | | | | $ | 2,078 | | | | | (156) | | |

| Cash and cash equivalents | | | | | | | | | $ | 20,195 | | | | | (6) | | |

| Accrued investment income | | | | | | | | | $ | 3,446 | | | | | — | | |

| Premiums, reinsurance and other receivables | | | | | | | | | $ | 2,963 | | | | | (37) | | |

| Other assets | | | | | | | | | $ | 265 | | | | | (14) | | |

| Embedded derivatives within asset host contracts (2) | | | | | | | | | $ | 29 | | | | | (8) | | |

| Total assets | | | | | | | | | | | | | | | $ | (24,021) | |

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

| Payables for collateral under securities loaned and other transactions | | | | | | | | | $ | 20,937 | | | | | — | | |

| Short-term debt | | | | | | | | | $ | 175 | | | | | — | | |

| Long-term debt | | | | | | | | | $ | 14,241 | | | | | 1,031 | | |

| Collateral financing arrangement | | | | | | | | | $ | 591 | | | | | — | | |

| Junior subordinated debt securities | | | | | | | | | $ | 3,502 | | | | | 294 | | |

| Other liabilities | | | | | | | | | $ | 3,170 | | | | | 151 | | |

| Embedded derivatives within liability host contracts (2) | | | | | | | | | $ | 578 | | | | | 317 | | |

| Total liabilities | | | | | | | | | | | | | | | $ | 5,132 | |

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

| Interest rate floors | | | $ | 25,270 | | | | | $ | 125 | | | | | (66) | | |

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

| Interest rate futures | | | $ | 1,453 | | | | | $ | 1 | | | | | 31 | | |

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

| Interest rate forwards | | | $ | 7,828 | | | | | $ | (1,385) | | | | | (950) | | |

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

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

| [Business Overview & [removed: Strategy](#i215c1c38b6bb481e9ac5f01e012ea78b_25)] [added: Strategy](#i59887bf18fdc49ee81fd716327570d9c_25)] | | | [removed: [5](#i215c1c38b6bb481e9ac5f01e012ea78b_25)] [added: [5](#i59887bf18fdc49ee81fd716327570d9c_25)] | | |

| [Segments and Corporate & [removed: Other](#i215c1c38b6bb481e9ac5f01e012ea78b_28)] [added: Other](#i59887bf18fdc49ee81fd716327570d9c_28)] | | | [removed: [6](#i215c1c38b6bb481e9ac5f01e012ea78b_28)] [added: [6](#i59887bf18fdc49ee81fd716327570d9c_28)] | | |

| [Policyholder [removed: Liabilities](#i215c1c38b6bb481e9ac5f01e012ea78b_109)] [added: Liabilities](#i59887bf18fdc49ee81fd716327570d9c_64)] | | | [removed: [11](#i215c1c38b6bb481e9ac5f01e012ea78b_109)] [added: [10](#i59887bf18fdc49ee81fd716327570d9c_64)] | | |

| [Underwriting and [removed: Pricing](#i215c1c38b6bb481e9ac5f01e012ea78b_112)] [added: Pricing](#i59887bf18fdc49ee81fd716327570d9c_67)] | | | [removed: [11](#i215c1c38b6bb481e9ac5f01e012ea78b_112)] [added: [11](#i59887bf18fdc49ee81fd716327570d9c_67)] | | |

| [Reinsurance [removed: Activity](#i215c1c38b6bb481e9ac5f01e012ea78b_121)] [added: Activity](#i59887bf18fdc49ee81fd716327570d9c_76)] | | | [removed: [12](#i215c1c38b6bb481e9ac5f01e012ea78b_121)] [added: [12](#i59887bf18fdc49ee81fd716327570d9c_76)] | | |

| [Human Capital [removed: Resources](#i215c1c38b6bb481e9ac5f01e012ea78b_154)] [added: Resources](#i59887bf18fdc49ee81fd716327570d9c_85)] | | | [removed: [29](#i215c1c38b6bb481e9ac5f01e012ea78b_154)] [added: [26](#i59887bf18fdc49ee81fd716327570d9c_85)] | | |

| [Information About Our Executive [removed: Officers](#i215c1c38b6bb481e9ac5f01e012ea78b_157)] [added: Officers](#i59887bf18fdc49ee81fd716327570d9c_88)] | | | [removed: [31](#i215c1c38b6bb481e9ac5f01e012ea78b_157)] [added: [27](#i59887bf18fdc49ee81fd716327570d9c_88)] | | |

| [Available [removed: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_163)] [added: Information](#i59887bf18fdc49ee81fd716327570d9c_94)] | | | [removed: [32](#i215c1c38b6bb481e9ac5f01e012ea78b_163)] [added: [28](#i59887bf18fdc49ee81fd716327570d9c_94)] | | |

[removed: ][added: ]

[added: In the fourth quarter of 2023,] MetLife [removed: is organized into] [added: reorganized from] five [removed: segments: U.S.;] [added: segments into the following six segments to reflect changes in management’s responsibilities: Group Benefits; Retirement and Income Solutions (“RIS”);] Asia; Latin America; Europe, the Middle East and Africa (“EMEA”); and MetLife Holdings.

In addition, the Company [removed: reports] [added: continues to report] certain of its results of operations in Corporate & Other.

[removed: Our businesses in the U.S. segment] [added: We] offer a broad range of [removed: protection] products and services aimed at serving the financial needs of our [removed: customers throughout their lives.][added: customers.]

[removed: These] [added: We sell these] products [removed: are sold] to corporations and [removed: their respective employees,] other institutions [added: (including local, state] and [added: federal governments) and] their respective [removed: members,] [added: employees,] as well as individuals.

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

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

We also sell [removed: our] Group Benefits products and services through sponsoring associations and affinity groups and provide life, dental, accident & health, and vision coverage to certain employees of the U.S. Government.

[added: Our] Group Benefits [removed: business] [added: segment] quarterly claims experience may vary, as seasonal illnesses effect mortality and [removed: morbidity] [added: morbidity,] and due to utilization rate fluctuation in our non-medical health businesses.

Annual benefit renewal implementation, enrollment, and marketing costs normally elevate [added: expenses for the] Group Benefits [removed: business’ expenses] [added: segment] in the fourth quarter.

Our RIS [removed: business] [added: segment, based in the U.S.,] provides funding and financing solutions that help institutional customers mitigate and manage liabilities primarily associated with their employee benefit programs using a spectrum of life and annuity-based insurance and investment products.

| *Annuities* | | | *Pension Risk Transfers* | | | *General account* and *separate account annuities* are offered in connection with defined benefit pension plans which include single premium buyouts allowing for full or partial transfers of pension liabilities. *• General account annuities* include [removed: nonparticipating] [added: non-participating] group contract benefits purchased for retired [removed: employees] or active employees covered under terminating or ongoing pension plans. *• Separate account annuities* include both participating and non-participating group contract benefits. Participating contract benefits are purchased for retired, terminated, or active employees covered under active or terminated pension plans. The assets supporting the guaranteed benefits for each contract are held in a separate account, however, the Company fully guarantees all benefit payments. Non-participating contracts have economic features similar to our general account product, but offer the added protection of an insulated separate account. Under accounting principles generally accepted in the United States of America (“GAAP”), these annuity contracts are treated as general account products. | | |

| *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 the Federal Home Loan Bank of New York (“FHLBNY”) and to a subsidiary of the Federal Agricultural Mortgage [removed: Corporation (“Farmer Mac.”)] [added: Corporation.] | | |

In select markets, we also use independent brokers [added: for retail sales] and our employee sales force to sell group products.

We [added: also] offer [added: to] government employees [removed: life,] [added: life and] medical insurance, as well as retirement and savings, and other [removed: products, and periodically submit bids to do so.][added: products.]

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

It also includes [added: an in-force block of] assumed variable annuity guarantees from [removed: our former operating joint venture in Japan.][added: a third party.]

| *Variable, Universal and Term Life Insurance* | | | Similar to products offered by our Group Benefits [removed: business,] [added: segment,] except that these products were historically marketed to individuals through various retail distribution channels. For a description of these products, see “— [removed: U.S. —] Group Benefits.” | | |

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 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 [removed: affiliated reinsurance,] investment expenses and intersegment 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 more details on policyholder liabilities see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Summary of Critical Accounting Estimates — [removed: Liability for] Future Policy [removed: Benefits” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Policyholder] [added: Benefit] Liabilities.”

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

See “— Regulation — [added: State] Insurance Regulation — [removed: Policy] [added: Reserves] and [removed: Contract Reserve] [added: Asset] Adequacy Analysis.”

Product pricing reflects our [removed: globally-consistent] [added: globally consistent] standards.

[removed: Global Risk Management] [added: Regional product] and [removed: regional] finance [removed: and product] teams price [removed: and oversee] all of our insurance [removed: businesses.][added: business with oversight from Global Risk Management.]

We base our pricing on the expected benefits payout which we calculate through the use of assumptions for mortality, [added: longevity,] morbidity, expenses, persistency and investment returns and macroeconomic factors such as inflation.

We base our rates for group benefit products on anticipated earnings [removed: and expenses] for the book of business.

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

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Capital — Affiliated [removed: Captive] Reinsurance Transactions.”

For information regarding reinsurance by segment, our catastrophic coverage, and ceded reinsurance recoverable balances, included in premiums, reinsurance and other receivables on the consolidated balance sheets, see Note [removed: 6] [added: 9] of the Notes to the Consolidated Financial Statements.

[removed: Insurance] [added: State Insurance] Regulation

Each of MetLife’s [added: U.S.] insurance subsidiaries is licensed and regulated in each jurisdiction where it conducts insurance business.

The extent of insurance regulation in such jurisdictions varies, but most jurisdictions regulate the financial aspects and business conduct of insurers through broad administrative [removed: powers] [added: powers, including] with respect [removed: to, among] [added: to: (i) licensing companies and agents to transact business; (ii) regulating certain premium rates; (iii) reviewing and approving certain policy forms, including required policyholder disclosures; (iv) establishing statutory capital and reserve requirements and solvency standards; and (v) restricting the payment of dividends and] other [removed: things:][added: transactions between affiliates.]

| [Regulation](#i59887bf18fdc49ee81fd716327570d9c_79) | | | [12](#i59887bf18fdc49ee81fd716327570d9c_79) | | |

| [Competition](#i59887bf18fdc49ee81fd716327570d9c_82) | | | [25](#i59887bf18fdc49ee81fd716327570d9c_82) | | |

| [Trademarks](#i59887bf18fdc49ee81fd716327570d9c_91) | | | [28](#i59887bf18fdc49ee81fd716327570d9c_91) | | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

The Group Benefits and RIS businesses were previously reported as the U.S. segment.

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| | | | Group Benefits | | | | | | | | | RIS | | | | | | | | | Asia | | | | | | | | | | | | | | | Latin America | | | | | | | | | EMEA | | | | | | | | | MetLife Holdings | | | | | | | | |

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[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

See Note 9 of the Notes to the Consolidated Financial Statements for information on a reinsurance transaction with subsidiaries of Global Atlantic Financial Group.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Set forth below is a summary of the material regulatory frameworks applicable to MetLife, Inc. and its subsidiaries.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

In 2023, the FSOC adopted final guidance that establishes a new process for designating certain financial companies as non-bank SIFIs.

The revised approach is based on risk factors contained in a new analytic framework, including leverage, liquidity risk and maturity mismatch, interconnections, operational risks, complexity, or opacity, inadequate risk management, concentration, and destabilizing activities, regardless of whether those risks arise from activities, firms, or otherwise.

Under the guidance, the FSOC is no longer required to conduct a cost-benefit analysis and an assessment of the likelihood of a non-bank financial company’s material financial distress before considering the designation of the company.

The revised process could have the effect of simplifying and shortening FSOC’s procedures for designating certain financial companies as non-bank SIFIs, thereby subjecting such companies to additional supervision, examination, and regulation.

Any such designation would create uncertainties for the non-bank financial company regarding the likelihood, frequency or impact of any formal or informal regulatory or supervisory actions or inquiries; the scope of applicable regulatory or supervisory requirements or restrictions and the related compliance measures and internal controls; and the permissibility of certain activities or transactions.

It is difficult to predict the potential impact of these changes.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

U.S. Insurance Holding Company Regulation

*Dividend Restrictions*

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

NAIC developments related to the RBC framework are described below.

- RBC Revisions.

In 2023, the NAIC increased the RBC factor for structured security residual tranches from 30% to 45%, which will be effective for year-end 2024 RBC filings and is expected to have an immaterial RBC impact on us.

The NAIC is currently reviewing the RBC treatment of collateralized loan obligations (“CLOs”).

| [Regulation](#i215c1c38b6bb481e9ac5f01e012ea78b_139) | | | [13](#i215c1c38b6bb481e9ac5f01e012ea78b_139) | | |

| [Competition](#i215c1c38b6bb481e9ac5f01e012ea78b_151) | | | [28](#i215c1c38b6bb481e9ac5f01e012ea78b_151) | | |

| [Trademarks](#i215c1c38b6bb481e9ac5f01e012ea78b_160) | | | [32](#i215c1c38b6bb481e9ac5f01e012ea78b_160) | | |


In the U.S., we provide a variety of insurance and financial services products, including life, dental, disability, vision, accident & health, capital market investment, risk solutions, stable value and annuities.

Outside the U.S., we provide life, accident & health and credit insurance, as well as retirement & savings products.

U.S.

Our U.S. segment is organized into two businesses: Group Benefits and Retirement and Income Solutions (“RIS”).

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

Our Latin America segment offers a broad range of products to both individuals and corporations and other institutions (including local, state and federal governments) and their respective employees.

Our EMEA segment offers products to individuals, corporations, other institutions, and their respective employees.

See Note 3 of the Notes to the Consolidated Financial Statements for information regarding the Company's dispositions of its wholly-owned subsidiaries in Poland and Greece (collectively, “MetLife Poland and Greece”).

Captive reinsurers are affiliated insurance companies licensed as such under the Special Purpose Financial Captive law adopted by several states, including Vermont and South Carolina.

Captive insurers’ very narrow business plans restrict most or all of their activity to reinsuring business from their affiliates.

We expect the scope and extent of regulation and regulatory oversight generally to continue to increase.

The regulatory environment and changes in laws in the jurisdictions in which we operate could materially harm our results of operations.

Insurance regulation generally aims to protect policyholders and ensure insurance company solvency.

Insurance regulators increasingly seek information about the potential impact of activities on holding company systems as a whole, and some jurisdictions have asserted “group-wide” supervision, including model laws and regulations developed through the National Association of Insurance Commissioners’ (“NAIC”) Solvency Modernization Initiative.

See “— National Association of Insurance Commissioners” regarding group-wide supervision.

- licensing companies and agents to transact business;

- calculating the value of assets to determine compliance with statutory requirements;

- mandating certain insurance benefits;

- regulating certain premium rates;

- reviewing and approving certain policy forms, including required policyholder disclosures;

- regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements, and identifying and paying to the states or local authorities benefits and other property that is not claimed by the owners;

- regulating advertising;

- protecting and safeguarding personal information and other sensitive data, including through cybersecurity standards;

- establishing statutory capital and reserve requirements and solvency standards;

- specifying the conditions under which a ceding company can take credit for reinsurance in its statutory financial statements (i.e., reduce its reserves by the amount of reserves ceded to a reinsurer);

- fixing maximum interest rates on insurance policy loans and minimum guaranteed crediting rates on life insurance policies and annuity contracts;

- adopting and enforcing standards with respect to the sale of annuities and other insurance products;

- approving changes in control of insurance companies;

- restricting the payment of dividends and other transactions between affiliates; and

- regulating the types and amounts of investments.

Such authorities also periodically examine its operations and accounts.

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

Insurance, securities, and other regulatory authorities, other law enforcement agencies, and attorneys general, review MetLife, Inc. and its insurance subsidiaries for compliance with laws and regulations regarding the conduct of our insurance and securities businesses.

We cooperate with such inquiries and take corrective action when warranted.

For instance, legislators and policymakers have proposed various forms of direct and indirect federal regulation of insurance from time to time, such as proposals for the establishment of an optional federal charter for insurance companies.

See “Risk Factors — Regulatory and Legal Risks — Changes in Laws or Regulation, or in Supervisory and Enforcement Policies, May Reduce Our Profitability, Limit Our Growth, or Otherwise Adversely Affect Us.”

See Note [removed: 21] [added: 24] of the Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, [removed: 2022] [added: 2023] was approximately [removed: $50.1] [added: $42.8] billion.

At February [removed: 14, 2023, 774,362,092] [added: 8, 2024, 723,020,313] 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: 20, 2023,] [added: 18, 2024,] 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: 2022.][added: 2023.]

| Item 1. | | | | | | [removed: [Business](#i215c1c38b6bb481e9ac5f01e012ea78b_22)] [added: [Business](#i59887bf18fdc49ee81fd716327570d9c_22)] | | | | | | [removed: [4](#i215c1c38b6bb481e9ac5f01e012ea78b_22)] [added: [4](#i59887bf18fdc49ee81fd716327570d9c_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i215c1c38b6bb481e9ac5f01e012ea78b_166)] [added: Factors](#i59887bf18fdc49ee81fd716327570d9c_97)] | | | | | | [removed: [33](#i215c1c38b6bb481e9ac5f01e012ea78b_166)] [added: [29](#i59887bf18fdc49ee81fd716327570d9c_97)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i215c1c38b6bb481e9ac5f01e012ea78b_169)] [added: Comments](#i59887bf18fdc49ee81fd716327570d9c_100)] | | | | | | [removed: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_169)] [added: [42](#i59887bf18fdc49ee81fd716327570d9c_100)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i215c1c38b6bb481e9ac5f01e012ea78b_175)] [added: Proceedings](#i59887bf18fdc49ee81fd716327570d9c_106)] | | | | | | [removed: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_175)] [added: [44](#i59887bf18fdc49ee81fd716327570d9c_106)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i215c1c38b6bb481e9ac5f01e012ea78b_178)] [added: Disclosures](#i59887bf18fdc49ee81fd716327570d9c_109)] | | | | | | [removed: [47](#i215c1c38b6bb481e9ac5f01e012ea78b_178)] [added: [44](#i59887bf18fdc49ee81fd716327570d9c_109)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i215c1c38b6bb481e9ac5f01e012ea78b_184)] [added: Securities](#i59887bf18fdc49ee81fd716327570d9c_115)] | | | | | | [removed: [48](#i215c1c38b6bb481e9ac5f01e012ea78b_184)] [added: [45](#i59887bf18fdc49ee81fd716327570d9c_115)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i215c1c38b6bb481e9ac5f01e012ea78b_202)] [added: Operations](#i59887bf18fdc49ee81fd716327570d9c_133)] | | | | | | [removed: [51](#i215c1c38b6bb481e9ac5f01e012ea78b_202)] [added: [47](#i59887bf18fdc49ee81fd716327570d9c_133)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i215c1c38b6bb481e9ac5f01e012ea78b_781)] [added: Risk](#i59887bf18fdc49ee81fd716327570d9c_637)] | | | | | | [removed: [136](#i215c1c38b6bb481e9ac5f01e012ea78b_781)] [added: [124](#i59887bf18fdc49ee81fd716327570d9c_637)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i215c1c38b6bb481e9ac5f01e012ea78b_823)] [added: Data](#i59887bf18fdc49ee81fd716327570d9c_679)] | | | | | | [removed: [144](#i215c1c38b6bb481e9ac5f01e012ea78b_823)] [added: [129](#i59887bf18fdc49ee81fd716327570d9c_679)] | | |

| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i215c1c38b6bb481e9ac5f01e012ea78b_1357)] [added: Disclosure](#i59887bf18fdc49ee81fd716327570d9c_1213)] | | | | | | [removed: [312](#i215c1c38b6bb481e9ac5f01e012ea78b_1357)] [added: [330](#i59887bf18fdc49ee81fd716327570d9c_1213)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i215c1c38b6bb481e9ac5f01e012ea78b_1360)] [added: Procedures](#i59887bf18fdc49ee81fd716327570d9c_1216)] | | | | | | [removed: [312](#i215c1c38b6bb481e9ac5f01e012ea78b_1360)] [added: [330](#i59887bf18fdc49ee81fd716327570d9c_1216)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_1366)] [added: Information](#i59887bf18fdc49ee81fd716327570d9c_1222)] | | | | | | [removed: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1366)] [added: [332](#i59887bf18fdc49ee81fd716327570d9c_1222)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i215c1c38b6bb481e9ac5f01e012ea78b_1369)] [added: Inspections](#i59887bf18fdc49ee81fd716327570d9c_1225)] | | | | | | [removed: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1369)] [added: [332](#i59887bf18fdc49ee81fd716327570d9c_1225)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i215c1c38b6bb481e9ac5f01e012ea78b_1375)] [added: Governance](#i59887bf18fdc49ee81fd716327570d9c_1231)] | | | | | | [removed: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1375)] [added: [332](#i59887bf18fdc49ee81fd716327570d9c_1231)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i215c1c38b6bb481e9ac5f01e012ea78b_1378)] [added: Compensation](#i59887bf18fdc49ee81fd716327570d9c_1234)] | | | | | | [removed: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1378)] [added: [333](#i59887bf18fdc49ee81fd716327570d9c_1234)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i215c1c38b6bb481e9ac5f01e012ea78b_1381)] [added: Matters](#i59887bf18fdc49ee81fd716327570d9c_1237)] | | | | | | [removed: [314](#i215c1c38b6bb481e9ac5f01e012ea78b_1381)] [added: [333](#i59887bf18fdc49ee81fd716327570d9c_1237)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i215c1c38b6bb481e9ac5f01e012ea78b_1384)] [added: Independence](#i59887bf18fdc49ee81fd716327570d9c_1240)] | | | | | | [removed: [317](#i215c1c38b6bb481e9ac5f01e012ea78b_1384)] [added: [336](#i59887bf18fdc49ee81fd716327570d9c_1240)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i215c1c38b6bb481e9ac5f01e012ea78b_1387)] [added: Services](#i59887bf18fdc49ee81fd716327570d9c_1243)] | | | | | | [removed: [317](#i215c1c38b6bb481e9ac5f01e012ea78b_1387)] [added: [337](#i59887bf18fdc49ee81fd716327570d9c_1243)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i215c1c38b6bb481e9ac5f01e012ea78b_1393)] [added: Schedules](#i59887bf18fdc49ee81fd716327570d9c_1249)] | | | | | | [removed: [318](#i215c1c38b6bb481e9ac5f01e012ea78b_1393)] [added: [338](#i59887bf18fdc49ee81fd716327570d9c_1249)] | | |

They use words and terms such as “anticipate,” [added: “are confident,”] “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “will,” “would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms.

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

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

[removed: (11)] [added: (10)] unsuccessful efforts to meet all environmental, social, and governance standards or to enhance our sustainability;

[removed: (12)] [added: (11)] MetLife, Inc.’s inability to pay dividends and repurchase common stock;

[removed: (13)] [added: (12)] MetLife, Inc.’s subsidiaries’ inability to pay dividends to MetLife, Inc.;

[removed: (14)] [added: (13)] investment defaults, downgrades, or volatility;

[removed: (15)] [added: (14)] investment sales or lending difficulties;

[removed: (16)] [added: (15)] collateral or derivative-related payments;

[removed: (17)] [added: (16)] investment valuations, allowances, or impairments changes;

[removed: (18)] [added: (17)] claims or other results that differ from our estimates, assumptions, or models;

[removed: (19)] [added: (18)] global political, legal, or operational risks;

[removed: (20)] [added: (19)] business competition;

[removed: (21)] [added: (20)] technological changes;

[removed: (22)] [added: (21)] catastrophes;

[removed: (23)] [added: (22)] climate changes or responses to it;

[removed: (24)] [added: (23)] deficiencies in our closed block;

| Item 1C. | | | | | | [Cybersecurity](#i59887bf18fdc49ee81fd716327570d9c_11056) | | | | | | [43](#i59887bf18fdc49ee81fd716327570d9c_11056) | | |

| Item 2. | | | | | | [Properties](#i59887bf18fdc49ee81fd716327570d9c_103) | | | | | | [44](#i59887bf18fdc49ee81fd716327570d9c_103) | | |

| Item 6. | | | | | | [Reserved](#i59887bf18fdc49ee81fd716327570d9c_130) | | | | | | [46](#i59887bf18fdc49ee81fd716327570d9c_130) | | |

| Item 16. | | | | | | [Form 10-K Summary](#i59887bf18fdc49ee81fd716327570d9c_1252) | | | | | | [338](#i59887bf18fdc49ee81fd716327570d9c_1249) | | |

| [Exhibit Index](#i59887bf18fdc49ee81fd716327570d9c_1255) | | | | | | | | | | | | [339](#i59887bf18fdc49ee81fd716327570d9c_1255) | | |

| [Signatures](#i59887bf18fdc49ee81fd716327570d9c_1258) | | | | | | | | | | | | [348](#i59887bf18fdc49ee81fd716327570d9c_1258) | | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

(5) unavailability, unaffordability, or inadequate reinsurance, including reinsurance risks that arise from reinsurers’ credit risk, and the potential shortfall or failure of risk mitigants to protect against such risks;

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

| Item 2. | | | | | | [Properties](#i215c1c38b6bb481e9ac5f01e012ea78b_172) | | | | | | [47](#i215c1c38b6bb481e9ac5f01e012ea78b_172) | | |

| Item 6. | | | | | | [Reserved](#i215c1c38b6bb481e9ac5f01e012ea78b_199) | | | | | | [50](#i215c1c38b6bb481e9ac5f01e012ea78b_199) | | |

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

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

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

(5) unavailability, unaffordability, or inadequate reinsurance;

(10) London Interbank Offered Rate discontinuation and transition to alternative reference rates;

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Cybersecurity Management & Strategy

We manage information security risk through, and as part of, MetLife’s Information Security Program (the “Program”), which institutes and maintains controls for the systems, applications, and databases of the Company and of its third-party providers.

The primary goal of the Program is to protect the confidentiality, integrity and availability of all data MetLife owns or possesses, as well as its technology assets, through physical, technical, and administrative safeguards.

This includes controls and procedures for monitoring, detecting, reporting, containing, managing, and remediating cyber threats.

The Program aims to prevent data exfiltration, manipulation, and destruction, as well as system and transactional disruption.

The Program’s threat-centric and risk-based approach for securing the MetLife environment takes into consideration applicable guidelines from the cybersecurity framework developed by the U.S. Government’s National Institute of Standards and Technology, and is managed by MetLife’s CISO, in collaboration across lines of business and corporate functions.

Our Board of Directors oversees the Program.

The key features of the Program include:

- A cybersecurity incident response team under the CISO’s direction, which is responsible for monitoring and responding to threats, vulnerabilities, and incidents.

- An incident response plan that is managed by the CISO and our Privacy Office and tested through cross-functional annual exercises in various geographical regions of the Company, many of which include participation from senior executives and the Board of Directors.

- Information security policies and procedures that are reviewed at least annually and updated to reflect applicable changes in law, technology, practice and emerging threats.

- Regular network and application testing and surveillance.

- Periodic review of threats, vulnerabilities and other cybersecurity risks, internal and external.

- Risk mitigation strategies, including annual internal and third-party risk assessments, as well as cybersecurity and privacy liability insurance intended to defray costs associated with an information security breach.

- Vendor management procedures designed to identify and address potential risks associated with the use of third-party service providers.

- Employee training programs on information security, data security, and cybersecurity practices and protection of data against cyber threats, at least annually.

- A cross-functional approach to addressing cybersecurity risk, with participation from Global Technology & Operations, Risk, Compliance, Legal, Privacy and Internal Audit functions.

We exercise risk-based due diligence in selecting our third-party service providers, including, as appropriate, review of vendor applications, general IT controls and the IT facilities used to service MetLife’s business.

Third parties are governed by the MetLife Third-Party Risk Management program, which includes risk assessment prior to onboarding.

Based on the assessment of risk, certain third-party service providers must periodically update relevant assessment documentation and be reevaluated by MetLife relative to their internal controls.

Vendors deemed critical and high risk are continuously monitored by various industry solutions and services designed to identify cybersecurity risks.

We also work with third parties, such as independent assessors (for example, for industry maturity assessments, penetration testing, application security reviews, and independent audits), external legal counsel and other consultants as part of the design and implementation of the Program.

The Program is periodically evaluated by external experts, and the results of those reviews are reported to the Board of Directors.

During the period covered by this report, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect MetLife, including its business strategy, results of operations or financial condition.

For further discussion of MetLife’s risks related to cybersecurity, see “Risk Factors — Operational Risks — We May Fail to Protect the Confidentiality and Integrity of Our Data, Including As a Result of a Failure in Our Cybersecurity or Other Information Security Systems or Our Disaster Recovery Plans or Those of Our Vendors.”

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

Cybersecurity Governance

The CISO is a senior-level executive responsible for establishing and executing the Company’s information security strategy.

Management provides regular reports to the CISO detailing on-going cybersecurity risk management.

The CISO and the head of Global Technology & Operations present updates to the Audit Committee quarterly and, as necessary, to our full Board of Directors.

These regular reports include updates on our performance preparing for, preventing, detecting, responding to and recovering from cyber incidents.

The Audit Committee also reviews with management, as necessary, but at least annually, the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity.

Additionally, the CISO periodically and on an event-driven basis informs and updates the Board of Directors about information security incidents and the related risks posed to the Company.

The Program is subject to MetLife’s risk management framework and operates under the “Three Lines of Defense” model MetLife uses.

The CISO regularly reports about information security risk to the Enterprise Risk Committee (“ERC”), including the Chief Risk Officer (“CRO”), and other members of the senior management team.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management.”

The CISO, who oversees an organization that supports the day-to-day operation of the Program, is qualified in the areas of data protection and cybersecurity, having more than twenty years of professional IT experience in financial services.

Prior to his current role, the CISO previously served as MetLife’s Global Chief Technology Officer with accountability for the Company’s global infrastructure, engineering, service operations, quality assurance, application maintenance, and production management functions; he also served variously as the chief technology officer, CISO, chief information officer and global head of telecommunications engineering at other financial institutions prior to joining MetLife in 2012.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

At February [removed: 14, 2023,] [added: 8, 2024,] there were [removed: 73,182] [added: 72,491] 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: 2022] [added: 2023] are set forth below:

(1)During the periods October 1 through October 31, [removed: 2022,] [added: 2023,] November 1 through November 30, [removed: 2022] [added: 2023] and December 1 through December 31, [removed: 2022,] [added: 2023, there were no purchases by] separate account index funds [removed: purchased 0 shares, 0 shares and 131 shares, respectively,] of MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In May [removed: 2022,] [added: 2023,] MetLife, Inc. announced that its Board of Directors authorized [removed: $3.0] [added: a total of $4.0] billion of common stock repurchases.

At December 31, [removed: 2022,] [added: 2023,] MetLife, Inc. had [removed: $1.2] [added: $2.1] billion of common stock repurchases remaining under the [removed: authorization.][added: authorizations.]

[removed: For more information on common stock repurchases, see] [added: See also] “Risk Factors — Capital Risks — We May Not be Able to Pay Dividends or Repurchase Our Stock Due to Legal and Regulatory Restrictions or Cash Buffer [removed: Needs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Liquidity and Capital Uses — Common Stock Repurchases” and Note 16 of the Notes to the Consolidated Financial Statements.][added: Needs.”]

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, S&P 500 Financials and S&P 500 Life & Health Insurance indices, respectively, for the five-year period ended on December 31, [removed: 2022.][added: 2023.]

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: 2017,] [added: 2018,] including the reinvestment of all dividends.

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| October 1 - October 31, 2023 | | | | | | 4,187,473 | | | | | | $61.64 | | | | | | 4,187,473 | | | | | | $2,702,488,522 | | |

| November 1 - November 30, 2023 | | | | | | 4,802,596 | | | | | | $61.64 | | | | | | 4,802,596 | | | | | | $2,406,473,310 | | |

| December 1 - December 31, 2023 | | | | | | 4,676,556 | | | | | | $65.00 | | | | | | 4,676,556 | | | | | | $2,102,489,232 | | |

| Total | | | | | | 13,666,625 | | | | | | | | | | | | 13,666,625 | | | | | | | | |

Neither the authorization remaining, nor the amount repurchased, at December 31, 2023 reflects the $8 million of applicable excise tax payable in connection with such repurchases for the quarter ended December 31, 2023.

For more information on common stock repurchases and the related excise tax, see Note 19 of the Notes to the Consolidated Financial Statements.

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 128.84 | | | | | $ | 124.44 | | | | | $ | 171.01 | | | | | $ | 203.90 | | | | | $ | 192.70 | |

| S&P 500 | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 129.38 | | | | | | 128.81 | | | | | | 170.19 | | | | | | 187.42 | | | | | | 204.78 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 132.13 | | | | | | 129.89 | | | | | | 175.40 | | | | | | 156.92 | | | | | | 175.99 | | |

| S&P 500 Life & Health Insurance | | | | | | 100.00 | | | | | | 123.18 | | | | | | 111.51 | | | | | | 152.41 | | | | | | 168.18 | | | | | | 176.00 | | |

| 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 | | |

[Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)

| [Report of Independent Registered Public Accounting [removed: Firm](#i215c1c38b6bb481e9ac5f01e012ea78b_826)] [added: Firm](#i59887bf18fdc49ee81fd716327570d9c_682)] (PCAOB ID 34) | | | [removed: [145](#i215c1c38b6bb481e9ac5f01e012ea78b_826)] [added: [130](#i59887bf18fdc49ee81fd716327570d9c_682)] | | |

| Financial Statements at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:] [added: 2021:] | | | | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i215c1c38b6bb481e9ac5f01e012ea78b_841)] [added: Income](#i59887bf18fdc49ee81fd716327570d9c_697)] (Loss) | | | [removed: [152](#i215c1c38b6bb481e9ac5f01e012ea78b_841)] [added: [135](#i59887bf18fdc49ee81fd716327570d9c_697)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i215c1c38b6bb481e9ac5f01e012ea78b_847)] [added: Flows](#i59887bf18fdc49ee81fd716327570d9c_703)] | | | [removed: [154](#i215c1c38b6bb481e9ac5f01e012ea78b_847)] [added: [137](#i59887bf18fdc49ee81fd716327570d9c_703)] | | |

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

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

| [removed: [Note 5 —] Deferred Policy Acquisition Costs, Value of Business [removed: Acquired] [added: Acquired, Unearned Revenue] and Other [removed: Intangibles](#i215c1c38b6bb481e9ac5f01e012ea78b_970)] [added: Intangibles] | | | [removed: [198](#i215c1c38b6bb481e9ac5f01e012ea78b_970)] [added: 8] | | |

| [Note [removed: 13] [added: 16] — Long-term and Short-term [removed: Debt](#i215c1c38b6bb481e9ac5f01e012ea78b_1135)] [added: Debt](#i59887bf18fdc49ee81fd716327570d9c_982)] | | | [removed: [261](#i215c1c38b6bb481e9ac5f01e012ea78b_1135)] [added: [279](#i59887bf18fdc49ee81fd716327570d9c_982)] | | |

| [Note [removed: 15] [added: 18] — Junior Subordinated Debt [removed: Securities](#i215c1c38b6bb481e9ac5f01e012ea78b_1153)] [added: Securities](#i59887bf18fdc49ee81fd716327570d9c_1000)] | | | [removed: [264](#i215c1c38b6bb481e9ac5f01e012ea78b_1153)] [added: [282](#i59887bf18fdc49ee81fd716327570d9c_1000)] | | |

| [Note [removed: 17] [added: 20] — Other Revenues and Other [removed: Expenses](#i215c1c38b6bb481e9ac5f01e012ea78b_1204)] [added: Expenses](#i59887bf18fdc49ee81fd716327570d9c_1060)] | | | [removed: [283](#i215c1c38b6bb481e9ac5f01e012ea78b_1204)] [added: [300](#i59887bf18fdc49ee81fd716327570d9c_1060)] | | |

| [removed: [Note 18 —] Employee Benefit [removed: Plans](#i215c1c38b6bb481e9ac5f01e012ea78b_1216)] [added: Plans] | | | [removed: [284](#i215c1c38b6bb481e9ac5f01e012ea78b_1216)] [added: 21] | | |

| [Note [removed: 20] [added: 23] — Earnings Per Common [removed: Share](#i215c1c38b6bb481e9ac5f01e012ea78b_1228)] [added: Share](#i59887bf18fdc49ee81fd716327570d9c_1084)] | | | [removed: [296](#i215c1c38b6bb481e9ac5f01e012ea78b_1228)] [added: [313](#i59887bf18fdc49ee81fd716327570d9c_1084)] | | |

| [removed: [Note 21 — Contingencies,] [added: Contingencies,] Commitments and [removed: Guarantees](#i215c1c38b6bb481e9ac5f01e012ea78b_1234)] [added: Guarantees (Note 24)] | | | [removed: [296](#i215c1c38b6bb481e9ac5f01e012ea78b_1234)] | | | [added: | | | | | | | | |]

| Financial Statement Schedules at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:] [added: 2021:] | | | | | |

| [Schedule I — Consolidated Summary of Investments — Other Than Investments in Related [removed: Parties](#i215c1c38b6bb481e9ac5f01e012ea78b_1273)] [added: Parties](#i59887bf18fdc49ee81fd716327570d9c_1129)] | | | [removed: [301](#i215c1c38b6bb481e9ac5f01e012ea78b_1273)] [added: [319](#i59887bf18fdc49ee81fd716327570d9c_1129)] | | |

| [Schedule II — Condensed Financial Information (Parent Company [removed: Only)](#i215c1c38b6bb481e9ac5f01e012ea78b_1276)] [added: Only)](#i59887bf18fdc49ee81fd716327570d9c_1132)] | | | [removed: [302](#i215c1c38b6bb481e9ac5f01e012ea78b_1276)] [added: [320](#i59887bf18fdc49ee81fd716327570d9c_1132)] | | |

| [Schedule III — Consolidated Supplementary Insurance [removed: Information](#i215c1c38b6bb481e9ac5f01e012ea78b_1348)] [added: Information](#i59887bf18fdc49ee81fd716327570d9c_1204)] | | | [removed: [309](#i215c1c38b6bb481e9ac5f01e012ea78b_1348)] [added: [327](#i59887bf18fdc49ee81fd716327570d9c_1204)] | | |

We have audited the accompanying consolidated balance sheets of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 23, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Fixed Maturity Securities Available-for-Sale — Fair Value of Level 3 Fixed Maturity Securities — Refer to Notes 1, [removed: 8,] [added: 11,] and [removed: 10] [added: 13] to the financial statements

The Company’s products include long-term care [removed: insurance.][added: insurance policies.]

Management’s estimate of future policy benefits for long-term care insurance [added: in the MetLife Holdings segment] was [removed: $14.3 billion] [added: $15,240 million] as of December 31, [removed: 2022.][added: 2023.]

Principal assumptions used in the valuation of future policy benefits for long-term care insurance include [removed: morbidity, policy lapse, investment returns] [added: incidence, claim terminations, utilization, premium rate increases] and mortality.

[removed: Given the inherent uncertainty in selecting assumptions, we] [added: We] have determined that [removed: management’s evaluation of actual experience when estimating] future policy benefits for long-term care insurance [removed: policies] is a critical audit [removed: matter, which required a high degree of auditor judgment and an increased extent] [added: matter because] of [removed: effort when performing audit procedures to evaluate] the [added: significant] judgments made [removed: and the reasonableness of the assumptions used in the valuation.][added: by management when estimating future policy benefits liability.]

- We tested the effectiveness of [removed: the control] [added: controls] over the assumptions used in the valuation of future policy benefits and the effectiveness of [removed: the] controls over the underlying data.

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

[removed: Derivatives] [added: Market Risk Benefits] — Valuation of [removed: Embedded Derivative Liabilities] [added: Market Risk Benefits for MetLife Holdings] — Refer to Notes 1, [removed: 4, 9,] [added: 6] and [removed: 10] [added: 13] to the financial statements

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

[removed: Given the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management’s valuation of the embedded derivative liabilities is a critical audit matter which] [added: This] required [removed: a high degree of] [added: subjective] auditor judgment and an increased extent of [removed: effort] [added: effort, including the involvement of actuarial specialists,] when performing audit procedures to evaluate the judgments made and the reasonableness of the [removed: models and] [added: principal] assumptions used in the valuation.

Our audit procedures related to the valuation of [removed: embedded derivative liabilities] [added: market risk benefits] included, among others, the following:

- We tested the effectiveness of controls over [added: valuation of market risk benefits under ASU 2018-12, including] the [removed: methodologies and] [added: related methodologies,] models [added: and assumptions] used for determining [removed: the embedded derivative liabilities.][added: fair value.]

◦evaluated the results of underlying experience studies, capital market projections, and judgments applied by management in setting the [added: principal] assumptions

[removed: Future Adoption] [added: Adoption] of [removed: Accounting Pronouncements –] [added: ASU 2018-12 -] Targeted Improvements to the Accounting for Long-Duration [removed: Contracts — Refer to Note 1 to the financial statements][added: Contracts]

[removed: The] [added: Effective January 1, 2023, the] Company [removed: will adopt] [added: adopted] Accounting Standards Update [removed: No.] [added: (“ASU”)] 2018-12, *Financial [removed: Services— Insurance] [added: Services—Insurance] (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts*, as amended [removed: (“ASU 2018-12”), effective] [added: by ASU 2019-09, *Financial Services—Insurance (Topic 944)*: Effective Date; ASU 2020-11, *Financial Services—Insurance (Topic 944): Effective Date and Early Application*; and ASU 2022-05, *Financial Services—Insurance (Topic 944): Transition for Sold Contracts* (“LDTI”), with a transition date of] January 1, [removed: 2023.][added: 2021 (the “Transition Date”).]

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

December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Fixed maturity securities available-for-sale, at estimated fair value (net of allowance for credit loss of [removed: $183] [added: $184] and [removed: $91,] [added: $183,] respectively); and amortized cost: [removed: $306,025] [added: $300,555] and [removed: $310,884,] [added: $306,025,] respectively | | | | | | $ | [removed: 276,780] [added: 281,412] | | | | | $ | [removed: 340,274] [added: 276,780] | |

| Equity securities, at estimated fair value | | | | | | [removed: 1,684] [added: 757] | | | | | | [removed: 1,269] [added: 1,684] | | |

| [Consolidated Balance Sheets](#i59887bf18fdc49ee81fd716327570d9c_685) | | | [133](#i59887bf18fdc49ee81fd716327570d9c_685) | | |

| [Consolidated Statements of Operations](#i59887bf18fdc49ee81fd716327570d9c_691) | | | [134](#i59887bf18fdc49ee81fd716327570d9c_691) | | |

| [Consolidated Statements of Equity](#i59887bf18fdc49ee81fd716327570d9c_700) | | | [136](#i59887bf18fdc49ee81fd716327570d9c_700) | | |

| [Notes to the Consolidated Financial Statements](#i59887bf18fdc49ee81fd716327570d9c_712) | | | | | |

| [Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies](#i59887bf18fdc49ee81fd716327570d9c_715) | | | [139](#i59887bf18fdc49ee81fd716327570d9c_712) | | |

| [Note 2 — Segment Information](#i59887bf18fdc49ee81fd716327570d9c_727) | | | [168](#i59887bf18fdc49ee81fd716327570d9c_724) | | |

| [Note 3 — Dispositions](#i59887bf18fdc49ee81fd716327570d9c_745) | | | [174](#i59887bf18fdc49ee81fd716327570d9c_745) | | |

| [Note 4 — Future Policy Benefits](#i59887bf18fdc49ee81fd716327570d9c_10534) | | | [175](#i59887bf18fdc49ee81fd716327570d9c_10534) | | |

| [Note 5 — Policyholder Account Balance](#i59887bf18fdc49ee81fd716327570d9c_10648) | | | [197](#i59887bf18fdc49ee81fd716327570d9c_10648) | | |

| [Note 6 — Market Risk Benefits](#i59887bf18fdc49ee81fd716327570d9c_10641) | | | [212](#i59887bf18fdc49ee81fd716327570d9c_10641) | | |

| [Note 7 — Separate Accounts](#i59887bf18fdc49ee81fd716327570d9c_10656) | | | [217](#i59887bf18fdc49ee81fd716327570d9c_10656) | | |

| [Note 8 — Deferred Policy Acquisition Costs, Value of Business Acquired, Unearned Revenue and Other Intangibles](#i59887bf18fdc49ee81fd716327570d9c_826) | | | [221](#i59887bf18fdc49ee81fd716327570d9c_826) | | |

| [Note 9 — Reinsurance](#i59887bf18fdc49ee81fd716327570d9c_835) | | | [224](#i59887bf18fdc49ee81fd716327570d9c_835) | | |

| [Note 10 — Closed Block](#i59887bf18fdc49ee81fd716327570d9c_856) | | | [229](#i59887bf18fdc49ee81fd716327570d9c_856) | | |

| [Note 11 — Investments](#i59887bf18fdc49ee81fd716327570d9c_862) | | | [231](#i59887bf18fdc49ee81fd716327570d9c_862) | | |

| [Note 12 — Derivatives](#i59887bf18fdc49ee81fd716327570d9c_901) | | | [248](#i59887bf18fdc49ee81fd716327570d9c_901) | | |

| [Note 13 — Fair Value](#i59887bf18fdc49ee81fd716327570d9c_937) | | | [263](#i59887bf18fdc49ee81fd716327570d9c_937) | | |

| [Note 14 — Leases](#i59887bf18fdc49ee81fd716327570d9c_967) | | | [277](#i59887bf18fdc49ee81fd716327570d9c_967) | | |

| [Note 15 — Goodwill](#i59887bf18fdc49ee81fd716327570d9c_973) | | | [278](#i59887bf18fdc49ee81fd716327570d9c_973) | | |

| [Note 17 — Collateral Financing Arrangements](#i59887bf18fdc49ee81fd716327570d9c_991) | | | [281](#i59887bf18fdc49ee81fd716327570d9c_991) | | |

| [Note 19 — Equity](#i59887bf18fdc49ee81fd716327570d9c_1024) | | | [283](#i59887bf18fdc49ee81fd716327570d9c_1024) | | |

| [Note 22 — Income Tax](#i59887bf18fdc49ee81fd716327570d9c_1078) | | | [309](#i59887bf18fdc49ee81fd716327570d9c_1078) | | |

| [Note 25 — Quarterly Results of Operations (Unaudited)](#i59887bf18fdc49ee81fd716327570d9c_1108) | | | [318](#i59887bf18fdc49ee81fd716327570d9c_1108) | | |

| [Schedule IV — Consolidated Reinsurance](#i59887bf18fdc49ee81fd716327570d9c_1207) | | | [329](#i59887bf18fdc49ee81fd716327570d9c_1207) | | |

Adoption of New Accounting Standard

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting and presentation related to long-duration insurance contracts and certain related balances effective January 1, 2023, due to the adoption of 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”), with a transition date of January 1, 2021.

Also see Critical Audit Matters section below.

These investments are categorized as Level 3.

We have determined that the fair value of Level 3 fixed maturity securities valued using internal matrix pricing or discounted cash flow techniques is a critical audit matter because of the critical judgments made by management.

This required complex auditor judgment and an increased extent of effort, including the use of fair value specialists, in performing audit procedures to evaluate the estimate of fair value of these securities.

Such liabilities are established based on actuarial assumptions.

Management applies considerable judgment in evaluating actual experience and other information to determine current best estimate assumptions.

◦evaluated that principal assumptions were applied in the valuation model as intended, on a sample basis.

The Company adopted ASU 2018-12, effective January 1, 2023 with a transition date of January 1, 2021 (see Adoption of New Accounting Standard explanatory paragraph above).

As part of the adoption, market risk benefits were required to be measured at fair value, using a full retrospective transition method.

Management’s estimates of market risk benefits in the MetLife Holdings segment were $2,878 million in liabilities and $156 million in assets as of December 31, 2023.

Management applies considerable judgment in determining the actuarial and capital market assumptions to be used in the valuation models to estimate the fair value of market risk benefits.

In addition, at the transition date, management judgment was involved in estimating the assumptions at contract inception for the market risk benefits not previously accounted for as embedded derivatives.

We have identified the valuation of MetLife Holdings’ market risk benefits as a critical audit matter due to the high degree of auditor judgment and an increased extent of effort, including the use of specialists, when performing audit procedures to evaluate the judgments made by management to estimate the fair value of market risk benefits.

February 15, 2024

| | | | | | |

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

| [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 3 — Acquisition and Dispositions](#i215c1c38b6bb481e9ac5f01e012ea78b_889) | | | [181](#i215c1c38b6bb481e9ac5f01e012ea78b_889) | | |

| [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 14 — Collateral Financing Arrangement](#i215c1c38b6bb481e9ac5f01e012ea78b_1144) | | | [263](#i215c1c38b6bb481e9ac5f01e012ea78b_1144) | | |

| [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) | | |

*Critical Audit Matter Description*

These investments are categorized as Level 3 and had an estimated fair value of $6.6 billion as of December 31, 2022.

Given management uses considerable judgment when estimating the fair value of Level 3 fixed maturity securities determined using internal matrix pricing or discounted cash flow techniques, performing audit procedures to evaluate the estimate of fair value required a high degree of auditor judgment and an increased extent of effort.

This audit effort included the use of professionals with specialized skills and knowledge, including our fair value specialists, to assist in performing procedures and evaluating the audit evidence obtained.

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

Such liabilities are established based on actuarial assumptions at the time policies are issued, which are intended to estimate the experience for the period the policy benefits are payable.

Significant adverse changes in experience on such contracts may require the establishment of premium deficiency reserves, which are based on current assumptions.

Management applies considerable judgment in evaluating actual experience to determine whether a change in assumptions for long-term care insurance is warranted.

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

This included confirming that assumptions were applied as intended.

◦evaluated the results of the Company’s annual premium deficiency tests.

The Company’s products include variable annuity contracts with guaranteed minimum benefits that provide the policyholder a minimum return based on their initial deposit adjusted for withdrawals.

The guarantees on variable annuity contracts are accounted for as insurance liabilities or as embedded derivatives depending on how and when the benefit is paid.

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

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

Management’s estimate of embedded derivative liabilities was $0.6 billion as of December 31, 2022.

Management applies considerable judgment in selecting assumptions used to estimate embedded derivative liabilities and changes in market conditions or variations in certain assumptions could result in significant fluctuations in the estimate.

The valuation of the embedded derivative liabilities is also based on complex calculations which are data intensive.

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.

- We tested the effectiveness of controls over the assumptions, including controls over the underlying data used in the valuation of embedded derivative liabilities.

Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

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: 2022] [added: 2023] 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: 2022.][added: 2023.]

We have audited the internal control over financial reporting of MetLife, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 15, 2024,] expressed an unqualified opinion on those financial statements.

During the first quarter of 2023, MetLife adopted LDTI resulting in material changes to certain measurement models and disclosures for periodic results and balances related to long-duration insurance contracts.

To address the additional requirements under LDTI, MetLife implemented changes to policies and processes for the estimation and disclosure of these periodic results and balances.

February 15, 2024

February 23, 2023

Securities trading plans

During the three months ended December 31, 2023, the following Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Section 408(c) of Regulation S-K):

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

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

| | | | | | | | | | Plans | | | | | | | | | | | |

| Name & Title | | | Action | | | Date | | | Rule 10b5-1 | | | Non-Rule 10b5-1 | | | Total amount of securities to be sold | | | Plan expiration date | | |

| Ramy Tadros President, U.S. Business, of MetLife, Inc. and Head of MetLife Holdings | | | Adoption | | | December 13, 2023 | | | X | | | | | | 4,026 shares of common stock | | | August 1, 2024 | | |

Iran activity

Pursuant to Section 13(r) of the Exchange Act, the Company is required to disclose in its periodic reports whether it or any of its affiliates knowingly conducted transactions or dealings with the Government of Iran, or any person or entity owned or controlled, directly or indirectly, by the Government of Iran or any of its subdivisions, agencies or instrumentalities (a “Government Related Entity”).

The activities described below and reportable under Section 13(r) took place during the nine months ended September 30, 2023, and were reported in the Quarterly Reports on Form 10-Q for the second and third fiscal quarters of 2023 after they became known to management.

In the second quarter of 2023, a subsidiary of MetLife, Inc. issued group medical policies to (i) the Iranian Khadije Kobra School in Dubai, United Arab Emirates (“UAE”), an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity, and (ii) the Directorate of Iranian Schools in the UAE, an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity.

The Company recorded in its consolidated financial statements for the year ended December 31, 2023 approximately $78 thousand of premiums related to these policies that were received during the year ended December 31, 2023.

The Company paid approximately seven thousand dollars in claims under these policies during the year ended December 31, 2023.

In the third quarter of 2023, after further investigation, the Company determined that two former policyholders, (i) the Al Adab Iranian Private School for Boys in Dubai, UAE (“Al Adab”), and (ii) the Iranian Towheed Boys School in Dubai, UAE (“Iranian Towheed”), may be owned or controlled, directly or indirectly, by a Government Related Entity.

A subsidiary of MetLife, Inc. issued two group insurance policies to Al Adab in March 2021 and two group medical policies and one group life insurance policy to Iranian Towheed in March 2022, all of which terminated in March 2023 in accordance with their terms.

The Company did not receive any premiums and paid approximately $84 thousand in claims under these policies during the year ended December 31, 2023.

In each case, the Company does not intend to continue any services related to or involving the policies.

The Company has investigated the circumstances of the issuance of each policy.

The Company does not intend to conduct any transactions or dealings with a Government Related Entity not authorized by a U.S. federal department or agency.

None.

The information called for by this Item pertaining to Directors is incorporated herein by reference to [added: the following sections in] MetLife, Inc.’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 20, 2023,] [added: 18, 2024,] to be filed by MetLife, Inc. with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, [removed: 2022] [added: 2023] (the [removed: “2023] [added: “2024] Proxy [removed: Statement”).][added: Statement”):]

The Company has adopted the [removed: MetLife] Financial Management Code of Business Ethics (the “Financial Management Code”), a “code of ethics” as defined under the rules of the SEC, that applies to MetLife, Inc.’s CEO, CFO, Chief Accounting Officer and all professionals in finance and finance-related departments.

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

These codes are available on the Company’s website at [removed: www.metlife.com/about-us/corporate-governance/corporate-conduct/.][added: www.metlife.com/about-us/corporate-governance/corporate-conduct/ by selecting “Codes of Conduct” under “Reports.” The Company intends to satisfy any disclosure obligations under Item 5.05 of Form 8-K by posting information on the Company’s website at the address given above.]

- “Proxy Statement Summary — Corporate Governance Highlights — Experienced and Diverse Board”;

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Director Nominees”;

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Information About the Board of Directors – Board Committees”;

- “Security Ownership Information — Delinquent Section 16(a) Reports”; and

- “Other Information — Additional Information — 2025 Annual Meeting Shareholder Proposals and Nominations Deadline.”

The Company intends to satisfy any disclosure obligations under Item 5.05 of Form 8-K by posting information on the Company’s website at the address given above.

The information called for by this Item is incorporated herein by reference to the [removed: 2023] [added: following sections in the 2024] Proxy [removed: Statement.][added: Statement:]

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders – Information About the Board of Directors – Board Committees”;

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Compensation Committee Interlocks and Insider Participation”;

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Director Compensation in 2023”;

- “Executive Compensation — Proposal 3 — Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers” other than the disclosures under the heading “Pay versus Performance” responsive to Item 402(v) of Regulation S-K”;

- “Executive Compensation – Pay Ratio”;

- “Appendix A — Compensation Discussion and Analysis Supplementary Information”; and

- “Appendix B — Non-GAAP and Other Financial Disclosures.”

The information called for by this Item pertaining to ownership of shares of MetLife, Inc.’s common stock (“Shares”) is incorporated herein by reference [removed: to] [added: in] the [removed: 2023] [added: 2024] Proxy [removed: Statement.][added: Statement to the following sections:]

The following table provides information at December 31, [removed: 2022,] [added: 2023,] regarding MetLife, Inc.’s equity compensation plans:

Equity Compensation Plan Information at December 31, [removed: 2022][added: 2023]

(1) Column (a) reflects the following items outstanding as of December 31, [removed: 2022:][added: 2023:]

| Restricted Stock Units | | | [removed: 1,999,964] [added: 1,849,617] | | |

| Performance Shares (assuming future payout at maximum performance factor) | | | [removed: 5,611,791] [added: 5,098,621] | | |

| Shares that will or may be issued | | | [removed: 12,008,464] [added: 11,439,989] | | |

The maximum performance factor for Performance Shares granted in 2015 through [removed: 2022] [added: 2023] was 175%.

The number of Performance Shares outstanding as of December 31, [removed: 2022] [added: 2023] at target (100%) performance factor was [removed: 3,206,738.][added: 2,913,498.]

For a general description of how the number of Shares paid out on account of Performance Shares and Restricted Stock Units is determined, and the vesting periods applicable to Performance Shares and Restricted Stock Units, see Note [removed: 16] [added: 19] of the Notes to the Consolidated Financial Statements.

(2) Column (b) reflects the weighted average exercise price of all Stock Options under any plan that, as of December 31, [removed: 2022,] [added: 2023,] had been granted but not forfeited, expired, or exercised.

(3) Column (c) reflects the following items outstanding as of December 31, [removed: 2022:][added: 2023:]

| Total Shares recovered for issuance since January 1, 2015 | | | [removed: 33,895,251] [added: 35,770,685] | | |

| Total Shares covered by new awards and new imputed reinvested dividends on Deferred Shares since January 1, 2015 | | | [removed: 35,935,295] [added: 39,119,562] | | |

| Shares remaining available for future issuance under the 2015 Stock Plan and 2015 Director Stock Plan | | | [removed: 33,355,850] [added: 32,047,017] | | |

(iii) In 2017, MetLife, Inc. completed the separation of Brighthouse [removed: Financial, Inc. and its subsidiaries (“Brighthouse”)] through a distribution of shares of Brighthouse Financial, Inc. common stock to the MetLife, Inc. common shareholders (the “Separation”).

For a description of the adjustment to Stock Options, Performance Shares, Restricted Stock Units, and Deferred Shares, see Note [removed: 16] [added: 19] of the Notes to the Consolidated Financial Statements.

For a description of the kinds of awards that have been or may be made under the 2015 Stock Plan and 2015 Director Stock Plan and awards that remained outstanding under the 2005 Stock Plan, see Note [removed: 16] [added: 19] of the Notes to the Consolidated Financial Statements.

- “Security Ownership Information — Security Ownership of Directors and Executive Officers”; and

- “Security Ownership Information — Security Ownership of Certain Beneficial Owners.”

| Equity compensation plans approved by security holders | | | | | | 11,439,989 | | | | | | $ | 52.04 | | | | | 32,047,017 | | |

| Total | | | | | | 11,439,989 | | | | | | $ | 52.04 | | | | | 32,047,017 | | |

| Stock Options | | | 3,500,006 | | |

| Deferred Shares | | | 991,745 | | |

As of December 31, 2023:

| 2015 - 2022 | | | 33,895,251 | | |

| 2023 | | | 1,875,434 | | |

| 2015 - 2022 | | | 35,935,295 | | |

| 2023 | | | 3,184,267 | | |

| 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 | | |

The information called for by this Item is incorporated herein by reference to the [removed: 2023] [added: following sections in the 2024] Proxy [removed: Statement.][added: Statement:]

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Information About the Board of Directors — Procedures for Reviewing Related Person Transactions”;

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Information About the Board of Directors — Related Person Transactions”; and

- “Corporate Governance — Proposal 1 — Election of Directors for a One-Year Term Ending at the 2025 Annual Meeting of Shareholders — Information About the Board of Directors — Board Composition — Independent Oversight of Management.”

The information called for by this [removed: item] [added: Item] is incorporated herein by reference to the [removed: 2023] [added: section entitled “Audit Matters — Proposal 2 — Ratification of Appointment of the Independent Auditor” in the 2024] Proxy Statement.

The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 144.][added: 129.]

The financial statement schedules are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 144.][added: 129.]

The exhibits are listed in the Exhibit Index which begins on page [removed: 319.][added: 339.]

| 3.2 | | | | | | [Amended and Restated By-Laws of MetLife, Inc., effective [removed: September 25, 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518289734/d628811dex32.htm)] [added: October 3, 2023.](https://www.sec.gov/Archives/edgar/data/1099219/000119312523251586/d526389dex32.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.2 | | | | | | October [removed: 1, 2018] [added: 5, 2023] | | | | | | | | |

| 4.18 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex418.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex418.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.2 | | | | | | [Amended and Restated Credit Agreement, dated as of [removed: February 26, 2021, amending and restating the Five-Year Credit Agreement, dated as of August 4, 2017,] [added: May 8, 2023,] among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and the other parties signatory [removed: thereto.](http://www.sec.gov/Archives/edgar/data/0001099219/000119312521065780/d123195dex101.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1099219/000119312523139500/d351755dex101.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | [removed: March 2, 2021] [added: May 9, 2023] | | | | | | | | |

| 10.10 | | | | | | [MetLife Performance-Based Compensation Recoupment Policy (effective as amended and restated [removed: November] [added: December] 1, [removed: 2017).*](http://www.sec.gov/Archives/edgar/data/1099219/000119312517334381/d484019dex101.htm)] [added: 2023).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/exhibit1010metlifeperforma.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 001-15787] | | | | | | [removed: 10.1] | | | | | | [removed: November 6, 2017] | | | | | | [added: X] | | |

| 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) | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.18.6] | | | | | | [added: February 23, 2023] | | | | | | [removed: 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) | | | | | | [added: 10-K] | | | | | | [added: 001-15787] | | | | | | [added: 10.19.6] | | | | | | [added: February 23, 2023] | | | | | | [removed: X] | | |

| 10.26.14 | | | | | | [Amendment Number Thirteen to the MetLife Leadership Deferred Compensation Plan, dated December 4, 2018 (effective January 1, 2019).*](http://www.sec.gov/Archives/edgar/data/1099219/000109921919000008/met-201812312018xex102914.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | [removed: 10.26.14] [added: 10.29.14] | | | | | | February 22, 2019 | | | | | | | | |

| 10.27.1 | | | | | | [MetLife Plan for Transition Assistance for [removed: Officers,] [added: Grades 14 and Above,] dated [removed: April 21, 2014] [added: November 22, 2023] (as amended and restated, effective [removed: April] [added: November] 1, [removed: 2014 (the “MPTA”)).*](http://www.sec.gov/Archives/edgar/data/1099219/000093783414000041/met-2014630xex102.htm)] [added: 2023).*](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/exh10271_finalplanmpta14an.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-15787] | | | | | | [removed: 10.2] | | | | | | [removed: August 8, 2014] | | | | | | [added: X] | | |

| [removed: 10.32.2] [added: 10.32] | | | | | | [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/1099219/000109921923000045/exhibit211metlifeincsubsid.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/exhibit211metlifeincsubsid.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1099219/000109921923000045/mlinc-12312022xex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex231.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/1099219/000109921923000045/mlinc-12312022xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex311.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/1099219/000109921923000045/mlinc-12312022xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex312.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/1099219/000109921923000045/mlinc-12312022xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex321.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/1099219/000109921923000045/mlinc-12312022xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| /s/ Cheryl W. Grisé | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Carlos M. Gutierrez | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Carla A. Harris | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Gerald L. Hassell | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ David L. Herzog | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ R. Glenn Hubbard | | | | | | Chairman of the Board | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Edward J. Kelly, III | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ William E. Kennard | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Catherine R. Kinney | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Diana L. McKenzie | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Denise M. Morrison | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| /s/ Mark A. Weinberger | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | |

| Michel A. Khalaf | | | | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | | | | |

| John D. McCallion | | | | | | | | | February [removed: 23, 2023] [added: 15, 2024] | | | | | |