MetLife (MET) 10-K risk factor changes: FY2024 vs FY2023

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During certain market events, such as a global credit crisis, a market downturn, or [added: a period of] sustained low market [removed: returns,] [added: yields,] we may incur significant losses due to, among other reasons, losses incurred in our general account [removed: and] [added: and/or] the impact of guarantees, including increases in liabilities, capital maintenance obligations and collateral requirements.

The measures we take to mitigate the risks of investing in a changing interest rate environment, such as mitigating [added: the sensitivity of] our fixed income investments relative to our interest rate sensitive liabilities, may not be sufficient.

The discount rate used to calculate liabilities for future policy benefits includes a component for market credit [added: spreads that does not necessarily align to our investment] spreads.

Changes in market credit spreads could result in volatility to liabilities for future policy [removed: benefits.][added: benefits relative to our asset values.]

The timing of distributions from and valuations of our investments in leveraged buy-out funds, hedge 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 [removed: cash.][added: cash, which may differ from performance of public equity markets, which drives performance of our equity hedges.]

In the U.S., a threat facing the economy is the continued disagreement over the federal debt [removed: limit and] [added: limit,] other budget [removed: questions.][added: questions, and potential restrictions on trade with other markets.]

The issuers or guarantors of fixed income securities and mortgage loans we own may [added: more frequently] default on principal and interest payments they owe us.

Such negative effects may be exacerbated if international markets experience severe economic or financial disruptions or significant currency devaluations, if a foreign economy is determined to be “highly inflationary,” or if a country withdraws from the [removed: Euro zone.][added: Eurozone.]

A counterparty, clearing broker, or central clearinghouse may become insolvent or otherwise unable or unwilling to make payments or to return collateral under the terms of derivatives agreements, increasing our [removed: costs.][added: costs or resulting in significant losses.]

In addition, we may face increased costs to the extent we replace counterparties [added: or clearing brokers] who suffer financial difficulties.

Our business and financial results may suffer without sufficient liquidity through impaired ability to pay claims, other operating expenses, interest on our [removed: debt and] [added: debt,] dividends on our capital stock, cash or collateral to our subsidiaries, maintain our securities lending, replace certain maturing liabilities, sustain our operations and investments, and repurchase our common stock.

Capital and credit market volatility may limit our access to capital we need to [removed: operate, limiting] [added: operate or grow] our [removed: ability to raise capital,] [added: business,] issue the types of securities we would prefer, timely replace maturing liabilities, [added: or] satisfy regulatory requirements, [removed: and access capital to grow our business,] any of which could decrease our profitability and significantly reduce our financial flexibility.

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

Regulators [added: and courts] may also interpret rules differently from the way we have, or change interpretations of laws or rules, and legislators may change statutes.

MetLife, Inc. could be compelled to undergo FDIC liquidation if it becomes insolvent or is in danger of defaulting on its obligations, [added: potentially] imposing greater losses on shareholders and unsecured creditors than under the Bankruptcy Code.

[removed: This] [added: Such delays] may increase uncertainty, prolong deleterious regulations and policies, delay or prevent beneficial regulatory or policy changes, and create the potential for later, more rapid changes to which we [added: may] find it more difficult to adjust.

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

Legal or regulatory actions, inquiries or investigations, [removed: for MetLife] [added: involving us] or our competitors, whether ongoing or yet to come, could harm our reputation, ability to attract or retain customers or employees, and business, financial condition, or results of operations, even if we 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 [added: matters such as] sales or underwriting practices, claims payments and procedures, failure to adequately or appropriately supervise, inappropriate compensation contrary to licensing requirements, product design, disclosure, administration, investments, denial or delay of benefits, pandemic- or other public health-related practices, privacy and data protection, or data security incidents, discriminatory or inequitable practices, and breaches of fiduciary or other duties.

We may be unable to anticipate the outcome of a litigation [added: or an investigation] and the amount or range of [removed: loss] [added: loss, including with respect to our reputation,] because we do not know how adversaries, fact finders, courts, regulators, or others will evaluate evidence, the law, or accounting principles, and whether they will do so differently than we have.

We may face moratoriums on foreclosures and other enforcement [removed: actions] [added: actions,] impairments, and loan or lease modifications, due to government action or market conditions.

We may face unfavorable conditions in privately-placed fixed income securities, private structured credit, certain derivative instruments, mortgage loans, policy loans, direct financing and leveraged leases, [removed: other limited partnership interests,] tax credit and renewable energy partnerships, [added: private equity,] and real estate equity, including real estate joint ventures and funds.

Regulators, clearinghouses, [added: counterparties,] or [removed: counterparties] [added: clearing brokers] may restrict or eliminate eligible collateral, increase our collateral requirements, or charge us to pledge such collateral, which would increase our costs, reduce our investment income, and harm our liquidity.

The global nature of our business operations exposes us to a wide range of political, legal, operational, economic and other risks, including: nationalization or expropriation of assets; imposition of limits on foreign ownership of local companies; restrictions on the ability to access cash on deposit, changes in laws, their application or interpretation; political instability; [added: military conflicts;] economic or trade sanctions; sanctions on cross-border exchange listing, investment or other securities transactions; dividend limitations; price controls; regulations [added: related] to [removed: address climate change;] [added: ESG matters;] currency exchange controls or other transfer or exchange restrictions; difficulty enforcing contracts; regulatory restrictions; and public or political criticism of our business and operations.

Additionally, we may lose purchasers of group insurance products that are [removed: underwritten annually] [added: subject to periodic re-underwriting] due to more favorable terms from competitors.

An increase in consolidation activity among banks, [removed: brokers and] [added: insurance brokers,] broker-dealers [added: and investment advisers] may negatively impact the insurance industry’s sales.

For example, changes in [removed: energy] [added: emerging] technology and increasing consumer preferences for e-commerce may harm the profitability of some businesses.

Likewise, the growth and availability of [removed: artificial intelligence (“AI”)] [added: AI] technologies, including generative AI, presents significant opportunities but also complex [removed: challenges, including with respect to] [added: challenges; these include] balancing and mitigating potential risks of harm posed by the development or deployment of AI [removed: technologies.][added: technologies, as well as implementing and maintaining controls reasonably designed to ensure compliance with an evolving and increasingly complex AI regulatory landscape.]

Our efforts to manage risks may be impeded by restrictions on our ability to withdraw from catastrophe-prone areas or on [added: the availability of] reinsurance [removed: transactions.][added: in such markets.]

Climate change may increase the frequency and severity of short-, medium-, or long-term weather-related disasters, public health incidents, [removed: forest fires,] [added: wildfires,] rising sea levels and pandemics, and their effects may increase over time.

[removed: Climate] [added: Changes in policy, regulation, technology or market behaviors in response to climate] change [removed: regulation] may harm the value of investments we hold or harm our counterparties, including reinsurers, or increase our compliance costs.

Adverse changes to investment returns, mortality, morbidity, persistency, interest crediting rates, dividends paid to policyholders, expenses to administer the business, [removed: creditworthiness of reinsurance counterparties,] significant or sustained equity market declines, significant changes to bond spreads, and certain other economic variables, such as inflation, could cause an impairment of the value of distribution agreements acquired (“VODA”), VOBA or the value of customer relationships acquired (“VOCRA”).

For example, policyholders seeking liquidity due to economic uncertainty or challenges may withdraw or [removed: surrender,] [added: surrender their policies,] change their premium payment practices, exercise product options, or take other actions at [removed: rates] [added: times and for amounts] different from those we expect.

[removed: These] [added: Pandemics and other public health issues, and authorities’ and people’s reactions thereto] may strain our risk [removed: management] [added: management,] and our business continuity plans, introduce or increase our operational and cybersecurity risks, and otherwise impair our ability to manage our business.

We May Fail to Protect the [removed: Confidentiality and] [added: Confidentiality,] Integrity [added: or Availability] of Our [added: Systems or] 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

A failure [removed: in] [added: to protect] the [removed: security] [added: confidentiality, integrity or availability] of such systems, use by our employees or agents of unauthorized tools, software or other technology to communicate with customers or business counterparties or a failure to maintain the security of our internal or external vendors’ systems, or the confidential information stored thereon, may adversely affect our ability to conduct business, result in regulatory enforcement action and litigation, and harm our results of operations, financial condition and reputation.

While we have [removed: implemented, and we require our critical vendors to implement,] [added: implemented] what we believe to be reasonable and appropriate cybersecurity and data protection [removed: measures,] [added: measures across business lines and at the enterprise level (and we contractually require our critical vendors to implement similar measures),] including a formal risk-based information security program, our efforts to minimize the risk of cyber-incidents and protect our information technology may be insufficient to prevent material break-ins, attacks, fraud, security breaches or other unauthorized access to our and our vendors’ systems, including as a result of software code that contains [removed: vulnerabilities that] [added: vulnerabilities, which] may increase the potential of [removed: cyber-attacks] [added: cyber attacks] or unauthorized access.

We may not [removed: timely] detect such [removed: incidents.][added: incidents in a timely manner.]

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

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Governmental bodies may delay acting on or implementing regulatory or policy changes due to circumstances outside of our control, including, but not limited to, public health issues.

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The assets of the closed block can never revert to the benefit of MLIC’s non-closed block policyholders or us, as sole shareholder of MLIC.

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

Further, we define our own corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders.

Pandemics and other public health issues, and authorities’ and people’s reactions thereto, have resulted in and may continue to result in remote, hybrid and/or flexible office working arrangements and other unusual conditions.

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

| [Forward-Looking Statements and Other Financial [removed: Information](#i59887bf18fdc49ee81fd716327570d9c_136)] [added: Information](#iad6cddcdac404a0d8692c87538f900eb_145)] | | | [removed: [48](#i59887bf18fdc49ee81fd716327570d9c_136)] [added: [46](#iad6cddcdac404a0d8692c87538f900eb_145)] | | |

| [Consolidated Company [removed: Outlook](#i59887bf18fdc49ee81fd716327570d9c_148)] [added: Outlook](#iad6cddcdac404a0d8692c87538f900eb_148)] | | | [removed: [48](#i59887bf18fdc49ee81fd716327570d9c_148)] [added: [46](#iad6cddcdac404a0d8692c87538f900eb_148)] | | |

| [Industry [removed: Trends](#i59887bf18fdc49ee81fd716327570d9c_151)] [added: Trends](#iad6cddcdac404a0d8692c87538f900eb_151)] | | | [removed: [49](#i59887bf18fdc49ee81fd716327570d9c_151)] [added: [47](#iad6cddcdac404a0d8692c87538f900eb_151)] | | |

| [Summary of Critical Accounting [removed: Estimates](#i59887bf18fdc49ee81fd716327570d9c_178)] [added: Estimates](#iad6cddcdac404a0d8692c87538f900eb_178)] | | | [removed: [55](#i59887bf18fdc49ee81fd716327570d9c_178)] [added: [53](#iad6cddcdac404a0d8692c87538f900eb_178)] | | |

[removed: | [Acquisitions] [added: ◦Note 3 (acquisitions] and [removed: Dispositions](#i59887bf18fdc49ee81fd716327570d9c_211) | | | [63](#i59887bf18fdc49ee81fd716327570d9c_211) | | |][added: dispositions);]

| [Liquidity and Capital [removed: Resources](#i59887bf18fdc49ee81fd716327570d9c_418)] [added: Resources](#iad6cddcdac404a0d8692c87538f900eb_346)] | | | [removed: [105](#i59887bf18fdc49ee81fd716327570d9c_418)] [added: [95](#iad6cddcdac404a0d8692c87538f900eb_346)] | | |

| [Future Adoption of Accounting [removed: Pronouncements](#i59887bf18fdc49ee81fd716327570d9c_604)] [added: Pronouncements](#iad6cddcdac404a0d8692c87538f900eb_436)] | | | [removed: [117](#i59887bf18fdc49ee81fd716327570d9c_604)] [added: [107](#iad6cddcdac404a0d8692c87538f900eb_436)] | | |

| [Non-GAAP and Other Financial [removed: Disclosures](#i59887bf18fdc49ee81fd716327570d9c_607)] [added: Disclosures](#iad6cddcdac404a0d8692c87538f900eb_439)] | | | [removed: [118](#i59887bf18fdc49ee81fd716327570d9c_607)] [added: [108](#iad6cddcdac404a0d8692c87538f900eb_439)] | | |

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Our outlook reflects continued uncertainty around inflation and unemployment in [removed: 2024.][added: 2025.]

Based on the forward yield curve as of December 31, [removed: 2023,] [added: 2024,] we expect long-term interest rates to remain [removed: largely unchanged] [added: stable] in [removed: 2024] [added: 2025] with the yield curve steepening, as short-term interest rates decline.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $5.2] [added: $5.1] 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: 2024,] [added: 2025,] we expect to maintain this holding company cash target.

Assuming (i) interest rates [removed: following] [added: follow] the observable forward yield curves as of December 31, [removed: 2023,] [added: 2024,] including a 10-year U.S. Treasury rate of [removed: 3.84%] [added: 4.69%] at December 31, [removed: 2024,] [added: 2025,] (ii) S&P 500 equity index annual return of [removed: 5% over the near-term,] [added: 5%,] and (iii) private equity annual returns between [removed: 7%] [added: 9%] to [removed: 10%] [added: 11%] over the [removed: near-term which is below our long-term historical returns of 12% and assumes continued pressure in the first quarter of 2024 before trending higher;] [added: near-term,] 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, we [removed: are maintaining] [added: (i) increased] our target for adjusted return on [removed: equity,] [added: equity1,] excluding [removed: accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments (“FCTA”) and] total notable items, [removed: of 13%] [added: from 13%-15%] to [removed: 15%] [added: 15%-17%, and (ii) established a new target of double-digit adjusted earnings per share growth, excluding total notable items,] over the near-term.

Based on our continued focus on expense [removed: discipline, building capacity to reinvest in growth initiatives] [added: discipline] and our overall efficiency mindset, we [removed: are lowering] [added: lowered] our full year direct expense ratio target, excluding total notable items related to direct expenses and pension risk transfers, from [removed: 12.6% to] 12.3% [added: to (i) 12.1%] over the [removed: near-term.][added: near-term and (ii) 11.3% over the New Frontier period.]

Governments and central banks around the world [removed: are using] [added: use] fiscal and monetary policies to address uncertain economic conditions.

[removed: The] [added: -] Japanese yen [removed: has] [added: and Korean won] weakened against the U.S. dollar [removed: as monetary policy divergence has widened between the BoJ and the Federal Reserve Board.]

Management believes that while inflation has not had a material effect on the Company’s consolidated results of operations, except insofar as inflation may affect interest rates, both rising interest rates and inflation will have a neutral to [removed: modest] [added: modestly favorable] impact on our business.

See “— Impact of a Rising Interest Rate [removed: Environment”] [added: Environment,” “— Impact of a Sustained Low Interest Rate Environment,”] and “— Interest Rate Scenarios.”

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: 2023] [added: 2024] Compared with the Year Ended December 31, [removed: 2022] [added: 2023] — Actuarial Assumption [removed: Review;”] [added: Review”;] “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions — Interest Rate [removed: Risks;”] [added: Risks”;] “Risk Factors — Business Risks — We May Be Required to Impair VOBA, VODA or [removed: VOCRA;”] [added: 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 [removed: Assets;”] [added: 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.”

In addition to proactive management strategies, businesses within our Latin America, EMEA, and Asia (exclusive of our Japan business) segments help [removed: manage] [added: alleviate] impacts to our consolidated results given their limited U.S. interest rate sensitivity.

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: 2026.][added: 2027.]

The Declining Interest Rate Scenario assumes U.S. interest rates for all maturities decline immediately on January 1, [removed: 2024] [added: 2025] by 50 basis points compared to the Base Scenario through [removed: 2026.][added: 2027.]

The Rising Interest Rate Scenario assumes U.S. interest rates rise immediately on January 1, [removed: 2024] [added: 2025] by 50 basis points through [removed: 2026.][added: 2027.]

Other than changing U.S. interest rates through [removed: 2026,] [added: 2027,] all other economic assumptions are equivalent in the Base Scenario, Declining Interest Rate Scenario and Rising Interest Rate Scenario.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2026] [added: 2027] | | | | | | | | |

We estimate a net favorable impact to net derivative gains (losses) for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Declining Interest Rate Scenario.

We estimate a net unfavorable impact to net derivative gains (losses) for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Rising Interest Rate Scenario.

We estimate a net unfavorable impact to market risk benefit remeasurement (gains) losses for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Declining Interest Rate Scenario.

We estimate a net favorable impact to market risk benefit remeasurement (gains) losses for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Rising Interest Rate Scenario.

We estimate a net unfavorable impact to consolidated adjusted earnings for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Declining Interest Rate Scenario.

We estimate a net favorable impact to consolidated adjusted earnings for [removed: 2024] [added: 2025] through [removed: 2026] [added: 2027] for the hypothetical Rising Interest Rate Scenario.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | |

| Net Derivative Gains (Losses) | | | $ | [removed: 292] [added: 263] | | | | | $ | [removed: (50)] [added: (27)] | | | | | $ | (23) | |

| Market Risk Benefit Remeasurement (Gains) Losses | | | $ | [removed: 545] [added: (435)] | | | | | $ | [removed: (7)] [added: 34] | | | | | $ | [removed: (10)] [added: 3] | |

| Group Benefits | | | $ | [removed: 3] [added: (6)] | | | | | $ | [removed: (12)] [added: (19)] | | | | | $ | [removed: (24)] [added: (32)] | |

| RIS | | | [removed: (26)] [added: (8)] | | | | | | [removed: (20)] [added: (24)] | | | | | | [removed: (18)] [added: (28)] | | |

| Asia (Japan only) | | | [removed: (10)] [added: (11)] | | | | | | (24) | | | | | | [removed: (36)] [added: (35)] | | |

| MetLife Holdings | | | [removed: (15)] [added: (7)] | | | | | | (23) | | | | | | [removed: (41)] [added: (34)] | | |

| [Acquisitions and Dispositions](#iad6cddcdac404a0d8692c87538f900eb_214) | | | [61](#iad6cddcdac404a0d8692c87538f900eb_214) | | |

| [Results of Operations](#iad6cddcdac404a0d8692c87538f900eb_217) | | | [62](#iad6cddcdac404a0d8692c87538f900eb_217) | | |

| [Investments](#iad6cddcdac404a0d8692c87538f900eb_259) | | | [78](#iad6cddcdac404a0d8692c87538f900eb_259) | | |

| [Derivatives](#iad6cddcdac404a0d8692c87538f900eb_334) | | | [95](#iad6cddcdac404a0d8692c87538f900eb_334) | | |

| [Adopted Accounting Pronouncements](#iad6cddcdac404a0d8692c87538f900eb_433) | | | [107](#iad6cddcdac404a0d8692c87538f900eb_433) | | |

| [Risk Management](#iad6cddcdac404a0d8692c87538f900eb_445) | | | [111](#iad6cddcdac404a0d8692c87538f900eb_445) | | |

For information relating to the Company’s financial condition and results of operations as of and for the year ended December 31, 2022, as well as for the year ended December 31, 2023 compared with the year ended December 31, 2022, 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, 2023.

At the December 2024 Investor Day, we introduced our New Frontier five-year strategy which is designed to accelerate growth across our global platform while delivering attractive returns and all-weather performance.

Our New Frontier strategy builds upon the success of our five-year Next Horizon strategy, which we announced in 2019, with an aim to focus, simplify and differentiate the Company.

We expect the U.S. dollar to strengthen in 2025 compared to 2024.

We have also returned a total of approximately $21.0 billion to shareholders from 2020 through 2024, and we expect to generate approximately $25.0 billion in free cash flow over the next five years.

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1Beginning with fourth quarter and full year 2024 results and going forward, “adjusted return on equity” refers to return on equity, excluding accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments (“FCTA”) and certain ceded reinsurance-related embedded derivatives.

In the U.S., the Federal Open Market Committee took various actions in 2024 to promote economic stability, including lowering interest rates during the second half of the year.

Labor market conditions, inflation and financial and international developments, as well as other factors, could affect the continuation of such actions in 2025.

The European Central Bank and Bank of England have also recently lowered interest rates, but forecasts for 2025 are uncertain due to risks to economic growth and global trade.

The Bank of Japan raised interest rates in January 2025 taking the policy rate to its highest level since 2008.

We expect that a lower interest rate environment, however, will have a modestly unfavorable impact on our business.

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| SOFR | | | 3.90% | | | 3.40% | | | 4.40% | | | | | | 3.87% | | | 3.37% | | | 4.37% | | | | | | 3.93% | | | 3.43% | | | 4.43% | | |

| 10-year U.S. Treasury | | | 4.69% | | | 4.19% | | | 5.19% | | | | | | 4.78% | | | 4.28% | | | 5.28% | | | | | | 4.88% | | | 4.38% | | | 5.38% | | |

| 30-year U.S. Treasury | | | 4.82% | | | 4.32% | | | 5.32% | | | | | | 4.84% | | | 4.34% | | | 5.34% | | | | | | 4.87% | | | 4.37% | | | 5.37% | | |

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| | | | 2025 | | | | | | 2026 | | | | | | 2027 | | |

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For our universal life products, our interest rate risk exposure has been substantially reduced as a result of an external reinsurance transaction that closed in November 2023 and we have minimal exposure from this block.

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[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Effect of an increase by 5% | | | | | | $ | 600 | | | | | $ | 4 | | | | | $ | (850) | | | | | $ | 254 | |

| Effect of a decrease by 5% | | | | | | $ | (459) | | | | | $ | (4) | | | | | $ | 705 | | | | | $ | (250) | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | | | |

| [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) | | |

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

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

In the U.S., the Federal Reserve Board and the Federal Open Market Committee took various actions in 2023 to promote economic stability and combat inflation, including raising interest rates, although rates have remained steady over the last few months, reflecting lower inflation.

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

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

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

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

| 10-year U.S. Treasury | | | 3.84% | | | 3.34% | | | 4.34% | | | | | | 3.93% | | | 3.43% | | | 4.43% | | | | | | 4.04% | | | 3.54% | | | 4.54% | | |

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

For our universal life products, we manage interest rate risk through a combination of product design features and ALM strategies, including the use of interest rate derivatives.

Although we are able to mitigate gross margin compression by lowering interest crediting rates on certain in-force universal life policies, these actions may be partially offset by increased liabilities for policies with secondary guarantees.

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.

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

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

| Effect of an increase by 5% | | | | | | $ | 568 | | | | | $ | 4 | | | | | $ | (788) | | | | | $ | 224 | |

| Effect of a decrease by 5% | | | | | | $ | (370) | | | | | $ | (4) | | | | | $ | 585 | | | | | $ | (219) | |

__________________

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

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

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

The Company also concluded that goodwill for all reporting units was not impaired.

As part of the annual goodwill impairment testing, the Company tested the EMEA reporting unit for impairment using the market multiple and the discounted cash flow valuation approaches.

The estimated fair value of the EMEA reporting unit under these approaches exceeded the carrying value by approximately 16% and 14%, respectively, and, therefore, the EMEA reporting unit was not impaired, but the margin has decreased below what the Company considered a substantial margin.

If we had assumed that the discount rate was 100 basis points higher than the discount rate used in the discounted cash flow valuation approach, the estimated fair value of the EMEA reporting unit would have been higher than the carrying value by approximately 9%.

Acquisition of Raven Capital Management

In March 2023, the Company completed the acquisition of Raven Capital Management, an alternative investment firm.

Acquisition of Affirmative Investment Management

In December 2022, the Company completed the acquisition of Affirmative Investment Management, a specialist global environmental, social and corporate governance impact fixed income investment manager.

Disposition of MetLife Poland and Greece

For information regarding the Company's dispositions of its wholly-owned subsidiaries in Poland and Greece in April 2022 and January 2022, respectively (collectively, “MetLife Poland and Greece”), see Note 3 of the Notes to the Consolidated Financial Statements.

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

In performing the analysis summarized below, we used market rates at December 31, [removed: 2023.][added: 2024.]

- liabilities do not include [removed: $19.7] [added: $18.9] billion of other policy-related balances largely consisting of claims, unearned revenue liabilities and policyholder dividends;

| Interest rate risk | | | $ | [removed: 8,610] [added: 8,301] | |

| Foreign currency exchange rate risk | | | $ | [removed: 2,322] [added: 1,748] | |

| Equity market risk | | | $ | [removed: 3] [added: 105] | |

| | | | 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 Rates (2) | | | | | | Assuming [removed: a 10%] [added: a 10%] Appreciation in the U.S. Dollar (3) | | | | | | Assuming [removed: a 10% Decrease in Equity Prices] [added: a 10% Decrease in Equity Prices] (4) | | |

| Fixed maturity securities (5) | | | | | | | | | $ | [removed: 282,861] [added: 282,618] | | | | | $ | [removed: (21,429)] [added: (20,311)] | | | | | $ | [removed: (8,170)] [added: (7,395)] | | | | | $ | [removed: (80)] [added: (97)] | |

| Short-term and long-term debt | | | | | | | | | $ | [removed: 15,740] [added: 14,963] | | | | | [removed: 1,201] [added: 1,167] | | | | | | [removed: 130] [added: 158] | | | | | | — | | |

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

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | December 31, 2024 | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mortgage loans | | | | | | | | | $ | 84,217 | | | | | (2,614) | | | | | | (719) | | | | | | — | | |

| Other | | | | | | | | | $ | 46,213 | | | | | (795) | | | | | | (887) | | | | | | (100) | | |

| Total assets | | | | | | | | | | | | | | | $ | (23,720) | | | | | $ | (9,001) | | | | | $ | (197) | |

| Future policy benefits | | | | | | | | | $ | 193,646 | | | | | $ | 11,924 | | | | | $ | 3,369 | | | | | $ | (9) | |

| Policyholder account balances | | | | | | | | | $ | 131,261 | | | | | 3,720 | | | | | | 2,657 | | | | | | — | | |

| Market risk benefits | | | | | | | | | $ | 2,581 | | | | | 733 | | | | | | 18 | | | | | | (310) | | |

| Other | | | | | | | | | $ | 30,453 | | | | | 399 | | | | | | 134 | | | | | | 3 | | |

| Total liabilities | | | | | | | | | | | | | | | $ | 17,943 | | | | | $ | 6,336 | | | | | $ | (316) | |

| Interest rate | | | $ | 156,981 | | | | | $ | (459) | | | | | $ | (2,345) | | | | | $ | 86 | | | | | $ | — | |

| Foreign currency exchange rate | | | $ | 76,516 | | | | | $ | 1,257 | | | | | (158) | | | | | | 837 | | | | | | — | | |

| Credit | | | $ | 14,555 | | | | | $ | 143 | | | | | (5) | | | | | | (4) | | | | | | — | | |

| Equity market | | | $ | 16,496 | | | | | $ | 12 | | | | | (16) | | | | | | (2) | | | | | | 408 | | |

| Total derivative instruments | | | | | | | | | | | | | | | $ | (2,524) | | | | | $ | 917 | | | | | $ | 408 | |

| Net Change | | | | | | | | | | | | | | | $ | (8,301) | | | | | $ | (1,748) | | | | | $ | (105) | |

| Increase/(Decrease) | | | | | | | | | | | | | | | $ | 309 | | | | | $ | 574 | | | | | $ | (102) | |

| | | | December 31, 2023 | | |

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

| 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) | | |

| 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 | | |

| Total derivative instruments | | | | | | | | | | | | | | | $ | (3,099) | | | | | $ | 855 | | | | | $ | 522 | |

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

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

| [Business Overview & [removed: Strategy](#i59887bf18fdc49ee81fd716327570d9c_25)] [added: Strategy](#iad6cddcdac404a0d8692c87538f900eb_25)] | | | [removed: [5](#i59887bf18fdc49ee81fd716327570d9c_25)] [added: [5](#iad6cddcdac404a0d8692c87538f900eb_25)] | | |

| [Segments and Corporate & [removed: Other](#i59887bf18fdc49ee81fd716327570d9c_28)] [added: Other](#iad6cddcdac404a0d8692c87538f900eb_28)] | | | [removed: [6](#i59887bf18fdc49ee81fd716327570d9c_28)] [added: [6](#iad6cddcdac404a0d8692c87538f900eb_28)] | | |

| [Policyholder [removed: Liabilities](#i59887bf18fdc49ee81fd716327570d9c_64)] [added: Liabilities](#iad6cddcdac404a0d8692c87538f900eb_70)] | | | [removed: [10](#i59887bf18fdc49ee81fd716327570d9c_64)] [added: [10](#iad6cddcdac404a0d8692c87538f900eb_70)] | | |

| [Underwriting and [removed: Pricing](#i59887bf18fdc49ee81fd716327570d9c_67)] [added: Pricing](#iad6cddcdac404a0d8692c87538f900eb_73)] | | | [removed: [11](#i59887bf18fdc49ee81fd716327570d9c_67)] [added: [11](#iad6cddcdac404a0d8692c87538f900eb_73)] | | |

| [Reinsurance [removed: Activity](#i59887bf18fdc49ee81fd716327570d9c_76)] [added: Activity](#iad6cddcdac404a0d8692c87538f900eb_82)] | | | [removed: [12](#i59887bf18fdc49ee81fd716327570d9c_76)] [added: [12](#iad6cddcdac404a0d8692c87538f900eb_82)] | | |

| [Human Capital [removed: Resources](#i59887bf18fdc49ee81fd716327570d9c_85)] [added: Resources](#iad6cddcdac404a0d8692c87538f900eb_91)] | | | [removed: [26](#i59887bf18fdc49ee81fd716327570d9c_85)] [added: [23](#iad6cddcdac404a0d8692c87538f900eb_91)] | | |

| [Information About Our Executive [removed: Officers](#i59887bf18fdc49ee81fd716327570d9c_88)] [added: Officers](#iad6cddcdac404a0d8692c87538f900eb_94)] | | | [removed: [27](#i59887bf18fdc49ee81fd716327570d9c_88)] [added: [25](#iad6cddcdac404a0d8692c87538f900eb_94)] | | |

| [Available [removed: Information](#i59887bf18fdc49ee81fd716327570d9c_94)] [added: Information](#iad6cddcdac404a0d8692c87538f900eb_100)] | | | [removed: [28](#i59887bf18fdc49ee81fd716327570d9c_94)] [added: [26](#iad6cddcdac404a0d8692c87538f900eb_100)] | | |

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

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

[removed: In the fourth quarter of 2023,] MetLife [removed: reorganized from five segments] [added: is organized] into [removed: the following] six [removed: segments to reflect changes in management’s responsibilities:] [added: segments:] 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: continues to report] [added: reports] certain of its results of operations in Corporate & Other.

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

We have entered into [removed: several operating joint ventures and other] arrangements with third parties to expand opportunities to market and distribute Group Benefits products and services.

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

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

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

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

See Note 9 of the Notes to the Consolidated Financial Statements for information on a reinsurance transaction [removed: with subsidiaries of Global Atlantic Financial Group.][added: that closed in November 2023.]

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 investment expenses and intersegment loans bearing interest rates commensurate with related borrowings), and the Company’s [added: institutional] investment management business (through which the Company provides public fixed income, private capital and real estate investment solutions to institutional investors worldwide).

We enter into reinsurance agreements primarily as a purchaser of reinsurance for our various insurance [removed: products.][added: products and also as a provider of reinsurance for some pension products and insurance products issued by third parties.]

We [removed: participate in] [added: purchase] reinsurance in order to limit losses, minimize exposure to significant risks, and provide additional capacity for future growth.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) increased the [removed: potential] federal role in regulating businesses such as ours, including in the following ways:

- The Financial Stability Oversight Council (“FSOC”) may designate certain financial companies that pose a threat to U.S. financial stability as non-bank systemically important financial institutions (“non-bank SIFI”) subject to supervision by the Board of Governors of the Federal Reserve System [removed: (“Federal Reserve Board”)] and the Federal Reserve Bank of New [removed: York (collectively with the Federal Reserve Board, the “Federal Reserve”).][added: York.]

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

[removed: The] [added: This] revised approach [removed: is based on] [added: evaluates] risk factors [removed: contained in a new analytic framework, including] [added: such as] 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.

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

[removed: We expect] [added: Consequently, we anticipate increased] regulatory oversight and litigation risk for U.S. products, including dental and [removed: vision, to increase.][added: vision.]

[removed: However, demand] [added: Demand] for and pricing of products [removed: remain] [added: is] subject to tax uncertainty.

Federal health care statutes and [removed: related regulation] [added: corresponding regulations] have [removed: imposed] increased [removed: and unpredictable] costs [removed: on] [added: unpredictably for] certain products and may have additional adverse effects.

We are subject to U.S. state insurance holding company laws and regulations that are generally based on the National Association of Insurance Commissioners’ (“NAIC”) Insurance Holding Company System Regulatory Act and [removed: Regulation (“Model Holding Company Act and Regulation”).][added: Regulation.]

These vary by jurisdiction, but generally require a controlled insurance company [removed: (i.e., insurers] [added: (an insurer] that [removed: are subsidiaries] [added: is a subsidiary] of [added: an] insurance holding [removed: companies)] [added: company)] to register and file reports with state regulatory authorities [removed: on] [added: about] its capital structure, ownership, financial condition, intercompany [removed: transactions] [added: transactions,] and general business operations.

[removed: State] [added: Furthermore, state] holding company laws require the ultimate controlling person of a U.S. insurer to file an annual enterprise risk report with the lead state of the insurance holding company system.

Each of our insurance subsidiaries’ domiciliary states has [removed: enacted laws to implement] [added: implemented] these requirements.

Each of MetLife’s U.S. insurance subsidiaries is licensed and regulated in [added: its jurisdiction of domicile and/or 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 powers, [removed: including with respect to:] [added: including:] (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) [removed: restricting the payment] [added: with respect to jurisdictions] of [removed: dividends] [added: domicile, restricting dividend payments] and other transactions between affiliates.

Each of our insurance subsidiaries [removed: is required to] [added: must] file reports, generally including detailed annual financial statements, with insurance regulators in each [removed: of the jurisdictions in which] [added: jurisdiction where] it does business.

Except for this consent order [removed: or] [added: and other items] as described in Note 24 of the Notes to the Consolidated Financial Statements, during the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] MetLife did not receive any material adverse findings resulting from state insurance department examinations of its insurance subsidiaries.

[removed: These organizations] [added: Organizations like the NAIC encourage insurance supervisors to establish Supervisory Colleges to] facilitate cooperation [removed: and coordination] among insurance supervisors to enhance their understanding of [removed: the] risk [removed: profile] [added: profiles] of U.S.-based insurance groups with international operations.

Insurers must maintain their capital and surplus at or above minimum levels [removed: prescribed by the laws of] [added: set in] their respective jurisdictions.

| [Regulation](#iad6cddcdac404a0d8692c87538f900eb_85) | | | [12](#iad6cddcdac404a0d8692c87538f900eb_85) | | |

| [Competition](#iad6cddcdac404a0d8692c87538f900eb_88) | | | [23](#iad6cddcdac404a0d8692c87538f900eb_88) | | |

| [Trademarks](#iad6cddcdac404a0d8692c87538f900eb_97) | | | [26](#iad6cddcdac404a0d8692c87538f900eb_97) | | |

We believe that our trusted global brand, diversified and resilient business, and position as a leader in attractive markets are the powers of our business.

Over the next five years we will execute on our New Frontier strategy, which was designed to accelerate growth across our global platform while delivering attractive returns and all-weather performance.

New Frontier builds upon the success of our Next Horizon strategy, which we implemented in 2019, with an aim to focus, simplify and differentiate the Company.

Under our New Frontier strategy, we intend to leverage the Company’s strengths to prioritize growth across four key areas of opportunity:

| | | | | | | •Extend our leadership in Group Benefits; | | |

| | | | | | | •Capitalize on our unique retirement platform; | | |

| | | | | | | | | |

| | | | | | | •Accelerate our growth in Asset Management; and | | |

| | | | | | | | | |

| | | | | | | •Expand in high growth international markets. | | |

In the fourth quarter of 2024, MetLife and General Atlantic, L.P. (“General Atlantic”) announced the formation of a life and annuity reinsurance company, Chariot Reinsurance, Ltd. (“Chariot Re”) which is expected to launch in the first half of 2025, subject to regulatory approvals and other closing conditions.

MetLife will own an equity interest in Chariot Re.

MetLife is targeting ceding a block of liabilities composed of structured settlement annuity contracts and group annuity contracts associated with pension risk transfers to Chariot Re.

MetLife Investment Management and General Atlantic will exclusively provide global investment management services to Chariot Re.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

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[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| | | | | | | | | |

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

| *Funded Reinsurance Solutions* | | | Funded reinsurance is a risk mitigation tool for insurance companies that write pension risk transfer business primarily in the U.K. It provides a single-premium reinsurance solution that transfers both the longevity risk and investment risk associated with U.K. bulk pensions. | | | | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

- If an entity such as MetLife, Inc. or another non-insurance financial institution faces insolvency or threat of default significantly impacting U.S. financial stability, the Federal Deposit Insurance Corporation (“FDIC”) could liquidate it as a receiver.

The FDIC’s purpose would be mitigating the systemic risks the institution’s failure poses, rather than adhering to traditional bankruptcy objectives, possibly resulting in different creditor treatment.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

These changes are not expected to have a material impact on RBC.

These interim changes had an immaterial impact on RBC.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.

In early 2024, the NAIC launched an initiative to address declines in reserve requirements following certain offshore reinsurance transactions, which could lead the NAIC to propose higher reserve requirements for cedants that are parties to certain offshore reinsurance treaties.

In most of those cases, a locally qualified actuary must submit an adequacy analysis, although regulatory and actuarial analytic standards vary widely.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

The U.K. and EU have completed reviews of their solvency regimes.

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

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

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

Our well-recognized brand, globally diversified and market-leading businesses, competitive and innovative product offerings and financial strength and expertise should help drive future growth and enhance shareholder value.

We will continue to execute on our Next Horizon strategy, creating value focusing on the following three pillars:


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

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

| | | | ● | | | | | | Focus | | |

| | | | *–* | | | | | | *Generate strong free cash flow by deploying capital and resources to the highest value opportunities.* | | |

| | | | ● | | | | | | Simplify | | |

| | | | *–* | | | | | | *Simplify our business to deliver operational efficiency and an outstanding customer experience.* | | |

| | | | ● | | | | | | Differentiate | | |

| | | | *–* | | | | | | *Drive competitive advantage through our brand, scale, talent, and innovation.* | | |

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

Our competitive advantage in bancassurance is based on robust distribution relationships with Japan’s very large banks, trust banks and various regional banks.

We base our rates for group benefit products on anticipated earnings for the book of business.

We generally re-evaluate renewals annually or biannually and re-price products to reflect our experience on such products.

We generally price many of our RIS products on demand.

Our pricing reflects our expected investment returns, as well as mortality, longevity and expense assumptions.

RIS business is generally nonparticipating and illiquid, as policyholders have few or no options or contractual rights to cash values.

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

We generally must receive regulatory approval of rates for individual life insurance products.

Such rates are highly regulated, even where we are not required to obtain advance regulatory approval.

We generally renew such products annually, and they may include pricing terms that are guaranteed for a certain period of time.

We price individual disability income products based on anticipated results by occupation.

Our rates for fixed and variable annuity products are also highly regulated, and we also generally must receive regulatory approval of them.

Such products generally include penalties for early withdrawals and policyholder benefit elections to tailor benefits to policyholder needs.

We periodically reevaluate the costs of such options and adjust pricing levels on our guarantees.

We may also reevaluate the type and level of guarantee features we offer.

We also provide reinsurance for some third parties’ insurance products.

- If an insurance holding company such as MetLife, Inc. or another non-insurance financial institution were to become insolvent or were in danger of defaulting on its obligations, and regulators determined that this would have serious adverse effects on financial stability in the U.S., then the Federal Deposit Insurance Corporation (“FDIC”) may liquidate such a company as receiver.

The FDIC’s purpose would be to mitigate the systemic risks the institution’s failure poses.

This is a different objective from that of a bankruptcy trustee under the Bankruptcy Code.

In such a liquidation, the holders of such company’s debt could in certain respects be treated differently than under the Bankruptcy Code.

The FDIC has established rules relating to the priority of creditors’ claims and the potentially dissimilar treatment of similarly situated creditors.

These provisions could apply to some financial institutions whose outstanding debt securities we hold in our investment portfolios.

The U.S. excise tax known as the “health insurer fee” was in force for the 2020 calendar year, but no longer applies.

Insurance standard-setting and regulatory support organizations, including the NAIC, encourage insurance supervisors to establish Supervisory Colleges.

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, [removed: 2023] [added: 2024] was approximately [removed: $42.8] [added: $49.4] billion.

At February [removed: 8, 2024, 723,020,313] [added: 13, 2025, 681,228,028] 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: 18, 2024,] [added: 17, 2025,] 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: 2023.][added: 2024.]

| Item 1. | | | | | | [removed: [Business](#i59887bf18fdc49ee81fd716327570d9c_22)] [added: [Business](#iad6cddcdac404a0d8692c87538f900eb_22)] | | | | | | [removed: [4](#i59887bf18fdc49ee81fd716327570d9c_22)] [added: [4](#iad6cddcdac404a0d8692c87538f900eb_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i59887bf18fdc49ee81fd716327570d9c_97)] [added: Factors](#iad6cddcdac404a0d8692c87538f900eb_103)] | | | | | | [removed: [29](#i59887bf18fdc49ee81fd716327570d9c_97)] [added: [27](#iad6cddcdac404a0d8692c87538f900eb_103)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i59887bf18fdc49ee81fd716327570d9c_100)] [added: Comments](#iad6cddcdac404a0d8692c87538f900eb_106)] | | | | | | [removed: [42](#i59887bf18fdc49ee81fd716327570d9c_100)] [added: [40](#iad6cddcdac404a0d8692c87538f900eb_106)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i59887bf18fdc49ee81fd716327570d9c_11056)] [added: [Cybersecurity](#iad6cddcdac404a0d8692c87538f900eb_109)] | | | | | | [removed: [43](#i59887bf18fdc49ee81fd716327570d9c_11056)] [added: [41](#iad6cddcdac404a0d8692c87538f900eb_109)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i59887bf18fdc49ee81fd716327570d9c_106)] [added: Proceedings](#iad6cddcdac404a0d8692c87538f900eb_115)] | | | | | | [removed: [44](#i59887bf18fdc49ee81fd716327570d9c_106)] [added: [42](#iad6cddcdac404a0d8692c87538f900eb_115)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i59887bf18fdc49ee81fd716327570d9c_109)] [added: Disclosures](#iad6cddcdac404a0d8692c87538f900eb_118)] | | | | | | [removed: [44](#i59887bf18fdc49ee81fd716327570d9c_109)] [added: [42](#iad6cddcdac404a0d8692c87538f900eb_118)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i59887bf18fdc49ee81fd716327570d9c_115)] [added: Securities](#iad6cddcdac404a0d8692c87538f900eb_124)] | | | | | | [removed: [45](#i59887bf18fdc49ee81fd716327570d9c_115)] [added: [43](#iad6cddcdac404a0d8692c87538f900eb_124)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i59887bf18fdc49ee81fd716327570d9c_133)] [added: Operations](#iad6cddcdac404a0d8692c87538f900eb_142)] | | | | | | [removed: [47](#i59887bf18fdc49ee81fd716327570d9c_133)] [added: [45](#iad6cddcdac404a0d8692c87538f900eb_142)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i59887bf18fdc49ee81fd716327570d9c_637)] [added: Risk](#iad6cddcdac404a0d8692c87538f900eb_469)] | | | | | | [removed: [124](#i59887bf18fdc49ee81fd716327570d9c_637)] [added: [114](#iad6cddcdac404a0d8692c87538f900eb_469)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i59887bf18fdc49ee81fd716327570d9c_679)] [added: Data](#iad6cddcdac404a0d8692c87538f900eb_511)] | | | | | | [removed: [129](#i59887bf18fdc49ee81fd716327570d9c_679)] [added: [119](#iad6cddcdac404a0d8692c87538f900eb_511)] | | |

| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i59887bf18fdc49ee81fd716327570d9c_1213)] [added: Disclosure](#iad6cddcdac404a0d8692c87538f900eb_1147)] | | | | | | [removed: [330](#i59887bf18fdc49ee81fd716327570d9c_1213)] [added: [306](#iad6cddcdac404a0d8692c87538f900eb_1147)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i59887bf18fdc49ee81fd716327570d9c_1216)] [added: Procedures](#iad6cddcdac404a0d8692c87538f900eb_1150)] | | | | | | [removed: [330](#i59887bf18fdc49ee81fd716327570d9c_1216)] [added: [306](#iad6cddcdac404a0d8692c87538f900eb_1150)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i59887bf18fdc49ee81fd716327570d9c_1222)] [added: Information](#iad6cddcdac404a0d8692c87538f900eb_1156)] | | | | | | [removed: [332](#i59887bf18fdc49ee81fd716327570d9c_1222)] [added: [308](#iad6cddcdac404a0d8692c87538f900eb_1156)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i59887bf18fdc49ee81fd716327570d9c_1225)] [added: Inspections](#iad6cddcdac404a0d8692c87538f900eb_1162)] | | | | | | [removed: [332](#i59887bf18fdc49ee81fd716327570d9c_1225)] [added: [308](#iad6cddcdac404a0d8692c87538f900eb_1162)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i59887bf18fdc49ee81fd716327570d9c_1231)] [added: Governance](#iad6cddcdac404a0d8692c87538f900eb_1168)] | | | | | | [removed: [332](#i59887bf18fdc49ee81fd716327570d9c_1231)] [added: [308](#iad6cddcdac404a0d8692c87538f900eb_1168)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i59887bf18fdc49ee81fd716327570d9c_1234)] [added: Compensation](#iad6cddcdac404a0d8692c87538f900eb_1171)] | | | | | | [removed: [333](#i59887bf18fdc49ee81fd716327570d9c_1234)] [added: [308](#iad6cddcdac404a0d8692c87538f900eb_1171)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i59887bf18fdc49ee81fd716327570d9c_1237)] [added: Matters](#iad6cddcdac404a0d8692c87538f900eb_1174)] | | | | | | [removed: [333](#i59887bf18fdc49ee81fd716327570d9c_1237)] [added: [309](#iad6cddcdac404a0d8692c87538f900eb_1174)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i59887bf18fdc49ee81fd716327570d9c_1240)] [added: Independence](#iad6cddcdac404a0d8692c87538f900eb_1177)] | | | | | | [removed: [336](#i59887bf18fdc49ee81fd716327570d9c_1240)] [added: [312](#iad6cddcdac404a0d8692c87538f900eb_1177)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i59887bf18fdc49ee81fd716327570d9c_1243)] [added: Services](#iad6cddcdac404a0d8692c87538f900eb_1180)] | | | | | | [removed: [337](#i59887bf18fdc49ee81fd716327570d9c_1243)] [added: [312](#iad6cddcdac404a0d8692c87538f900eb_1180)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i59887bf18fdc49ee81fd716327570d9c_1249)] [added: Schedules](#iad6cddcdac404a0d8692c87538f900eb_1186)] | | | | | | [removed: [338](#i59887bf18fdc49ee81fd716327570d9c_1249)] [added: [313](#iad6cddcdac404a0d8692c87538f900eb_1186)] | | |

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

They use words and terms such as “anticipate,” “are confident,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” [added: “target,”] “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.

(29) failure to protect [removed: confidentiality and] [added: confidentiality,] integrity [added: or availability] of [added: systems or] data or other cybersecurity or disaster recovery failures;

| Item 2. | | | | | | [Properties](#iad6cddcdac404a0d8692c87538f900eb_112) | | | | | | [42](#iad6cddcdac404a0d8692c87538f900eb_112) | | |

| Item 6. | | | | | | [Reserved](#iad6cddcdac404a0d8692c87538f900eb_139) | | | | | | [44](#iad6cddcdac404a0d8692c87538f900eb_139) | | |

| Item 16. | | | | | | [Form 10-K Summary](#iad6cddcdac404a0d8692c87538f900eb_1189) | | | | | | [313](#iad6cddcdac404a0d8692c87538f900eb_1186) | | |

| [Glossary](#iad6cddcdac404a0d8692c87538f900eb_9474) | | | | | | | | | | | | [314](#iad6cddcdac404a0d8692c87538f900eb_9474) | | |

| [Exhibit Index](#iad6cddcdac404a0d8692c87538f900eb_1192) | | | | | | | | | | | | [317](#iad6cddcdac404a0d8692c87538f900eb_1192) | | |

| [Signatures](#iad6cddcdac404a0d8692c87538f900eb_1195) | | | | | | | | | | | | [326](#iad6cddcdac404a0d8692c87538f900eb_1195) | | |

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

They include statements relating to strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information.

By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify.

Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.

However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| 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) | | |

They include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results.

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

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

This includes controls and procedures [added: across business units and at the enterprise level] for monitoring, detecting, reporting, containing, managing, and remediating cyber threats.

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 [removed: Technology,] [added: Technology along with the sensitivity of the systems] and [added: the potential severity of the associated risks to MetLife and its relevant lines of business, and] is managed by MetLife’s CISO, [removed: in collaboration across] [added: collaborating with] lines of business and corporate functions.

- An incident response plan that is managed by the CISO and [removed: our] [added: the Chief] Privacy [removed: Office] [added: Officer] 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.

For further discussion of MetLife’s risks related to cybersecurity, see “Risk Factors — Operational Risks — We May Fail to Protect the [removed: Confidentiality and] [added: Confidentiality,] Integrity [added: or Availability] of Our [added: Systems or] 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.”

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

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

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 [removed: cybersecurity, having] [added: cybersecurity and has] more than [removed: twenty] [added: 30] years of [removed: professional IT] experience [removed: in financial services.][added: leading information and physical security operations, with the emphasis on threat and vulnerability management, malware protection and cyber forensics.]

Prior to joining MetLife in 2024, the CISO was a chief security officer and a cybersecurity leader at other financial institutions, where he oversaw global cybersecurity programs for physical security, executive protection, risk management, critical incident response and management, disaster preparedness, third-party risk, insider threat, and security background investigations.

He holds multiple patents for systems and methods related to information security risk assessment, including three information security patents from his prior employment with another large U.S. financial institution.

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.

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

At February [removed: 8, 2024,] [added: 13, 2025,] there were [removed: 72,491] [added: 71,197] stockholders of record of our common stock.

See [removed: Item 12] [added: “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”] for information about our equity compensation plans.

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended December 31, [removed: 2023] [added: 2024] are set forth below:

(1)During the periods October 1 [removed: through] [added: —] October 31, [removed: 2023,] [added: 2024,] November 1 [removed: through] [added: —] November 30, [removed: 2023] [added: 2024] and December 1 [removed: through] [added: —] December 31, [removed: 2023,] [added: 2024,] there were no purchases by separate account index funds of MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In May [removed: 2023,] [added: 2024,] MetLife, Inc. announced that its Board of Directors authorized [removed: a total of $4.0] [added: an additional $3.0] billion of common stock repurchases.

At December 31, [removed: 2023,] [added: 2024,] MetLife, Inc. had [removed: $2.1] [added: $1.9] billion of common stock repurchases remaining under [removed: the authorizations.][added: this authorization.]

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

For more information on common stock [removed: repurchases and the related] [added: repurchases, including] excise [removed: tax,] [added: tax payable in connection therewith,] see Note 19 of the Notes to the Consolidated Financial Statements.

The graph and table below compare the total return on our common shares with the total return on the [removed: S&P] [added: Standard & Poor’s] 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: 2023.][added: 2024.]

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: 2018,] [added: 2019,] including the reinvestment of all dividends.

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 1 - October 31, 2024 | | | | | | 1,540,782 | | | | | | $83.34 | | | | | | 1,540,782 | | | | | | $2,172,966,699 | | |

| November 1 - November 30, 2024 | | | | | | 153,276 | | | | | | $78.29 | | | | | | 153,276 | | | | | | $2,160,966,737 | | |

| December 1 - December 31, 2024 | | | | | | 2,887,469 | | | | | | $81.62 | | | | | | 2,887,469 | | | | | | $1,925,294,295 | | |

| Total | | | | | | 4,581,527 | | | | | | | | | | | | 4,581,527 | | | | | | | | |

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 96.58 | | | | | $ | 132.73 | | | | | $ | 158.26 | | | | | $ | 149.56 | | | | | $ | 190.96 | |

| S&P 500 | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 99.56 | | | | | | 131.54 | | | | | | 144.86 | | | | | | 158.28 | | | | | | 200.73 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 98.31 | | | | | | 132.75 | | | | | | 118.77 | | | | | | 133.20 | | | | | | 173.90 | | |

| S&P 500 Life & Health Insurance | | | | | | 100.00 | | | | | | 90.52 | | | | | | 123.73 | | | | | | 136.53 | | | | | | 142.87 | | | | | | 171.87 | | |

| 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 | | | | | | | | |

| 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 | | |

[removed: [Table of](#i59887bf18fdc49ee81fd716327570d9c_10) [Contents](#i59887bf18fdc49ee81fd716327570d9c_10)][added: [Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i59887bf18fdc49ee81fd716327570d9c_682)] [added: Firm](#iad6cddcdac404a0d8692c87538f900eb_514)] (PCAOB ID 34) | | | [removed: [130](#i59887bf18fdc49ee81fd716327570d9c_682)] [added: [120](#iad6cddcdac404a0d8692c87538f900eb_514)] | | |

| Financial Statements at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021:] [added: 2022:] | | | | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i59887bf18fdc49ee81fd716327570d9c_697)] [added: Income](#iad6cddcdac404a0d8692c87538f900eb_529)] (Loss) | | | [removed: [135](#i59887bf18fdc49ee81fd716327570d9c_697)] [added: [125](#iad6cddcdac404a0d8692c87538f900eb_529)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i59887bf18fdc49ee81fd716327570d9c_703)] [added: Flows](#iad6cddcdac404a0d8692c87538f900eb_535)] | | | [removed: [137](#i59887bf18fdc49ee81fd716327570d9c_703)] [added: [127](#iad6cddcdac404a0d8692c87538f900eb_535)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i59887bf18fdc49ee81fd716327570d9c_712)] [added: Statements](#iad6cddcdac404a0d8692c87538f900eb_544)] | | | | | |

| [Note 1 — Business, Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i59887bf18fdc49ee81fd716327570d9c_715)] [added: Policies](#iad6cddcdac404a0d8692c87538f900eb_547)] | | | [removed: [139](#i59887bf18fdc49ee81fd716327570d9c_712)] [added: [129](#iad6cddcdac404a0d8692c87538f900eb_544)] | | |

| [Note 4 — Future Policy [removed: Benefits](#i59887bf18fdc49ee81fd716327570d9c_10534)] [added: Benefits](#iad6cddcdac404a0d8692c87538f900eb_634)] | | | [removed: [175](#i59887bf18fdc49ee81fd716327570d9c_10534)] [added: [154](#iad6cddcdac404a0d8692c87538f900eb_634)] | | |

| [Note 6 — Market Risk [removed: Benefits](#i59887bf18fdc49ee81fd716327570d9c_10641)] [added: Benefits](#iad6cddcdac404a0d8692c87538f900eb_724)] | | | [removed: [212](#i59887bf18fdc49ee81fd716327570d9c_10641)] [added: [190](#iad6cddcdac404a0d8692c87538f900eb_724)] | | |

| [Note 8 — Deferred Policy Acquisition Costs, Value of Business Acquired, Unearned Revenue and Other [removed: Intangibles](#i59887bf18fdc49ee81fd716327570d9c_826)] [added: Intangibles](#iad6cddcdac404a0d8692c87538f900eb_754)] | | | [removed: [221](#i59887bf18fdc49ee81fd716327570d9c_826)] [added: [199](#iad6cddcdac404a0d8692c87538f900eb_754)] | | |

| [Note 16 — Long-term and Short-term [removed: Debt](#i59887bf18fdc49ee81fd716327570d9c_982)] [added: Debt](#iad6cddcdac404a0d8692c87538f900eb_916)] | | | [removed: [279](#i59887bf18fdc49ee81fd716327570d9c_982)] [added: [256](#iad6cddcdac404a0d8692c87538f900eb_916)] | | |

| [Note 17 — Collateral Financing [removed: Arrangements](#i59887bf18fdc49ee81fd716327570d9c_991)] [added: Arrangements](#iad6cddcdac404a0d8692c87538f900eb_925)] | | | [removed: [281](#i59887bf18fdc49ee81fd716327570d9c_991)] [added: [258](#iad6cddcdac404a0d8692c87538f900eb_925)] | | |

| [Note 18 — Junior Subordinated Debt [removed: Securities](#i59887bf18fdc49ee81fd716327570d9c_1000)] [added: Securities](#iad6cddcdac404a0d8692c87538f900eb_934)] | | | [removed: [282](#i59887bf18fdc49ee81fd716327570d9c_1000)] [added: [260](#iad6cddcdac404a0d8692c87538f900eb_934)] | | |

| [Note 20 — Other Revenues and Other [removed: Expenses](#i59887bf18fdc49ee81fd716327570d9c_1060)] [added: Expenses](#iad6cddcdac404a0d8692c87538f900eb_994)] | | | [removed: [300](#i59887bf18fdc49ee81fd716327570d9c_1060)] [added: [277](#iad6cddcdac404a0d8692c87538f900eb_994)] | | |

| [Note 21 — Employee Benefit [removed: Plans](#i59887bf18fdc49ee81fd716327570d9c_1072)] [added: Plans](#iad6cddcdac404a0d8692c87538f900eb_1006)] | | | [removed: [301](#i59887bf18fdc49ee81fd716327570d9c_1072)] [added: [278](#iad6cddcdac404a0d8692c87538f900eb_1006)] | | |

| [Note 23 — Earnings Per Common [removed: Share](#i59887bf18fdc49ee81fd716327570d9c_1084)] [added: Share](#iad6cddcdac404a0d8692c87538f900eb_1018)] | | | [removed: [313](#i59887bf18fdc49ee81fd716327570d9c_1084)] [added: [289](#iad6cddcdac404a0d8692c87538f900eb_1018)] | | |

| [Note 24 — Contingencies, Commitments and [removed: Guarantees](#i59887bf18fdc49ee81fd716327570d9c_1090)] [added: Guarantees](#iad6cddcdac404a0d8692c87538f900eb_1024)] | | | [removed: [313](#i59887bf18fdc49ee81fd716327570d9c_1090)] [added: [290](#iad6cddcdac404a0d8692c87538f900eb_1024)] | | |

| Financial Statement Schedules at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021:] [added: 2022:] | | | | | |

| [Schedule I — Consolidated Summary of Investments — Other Than Investments in Related [removed: Parties](#i59887bf18fdc49ee81fd716327570d9c_1129)] [added: Parties](#iad6cddcdac404a0d8692c87538f900eb_1063)] | | | [removed: [319](#i59887bf18fdc49ee81fd716327570d9c_1129)] [added: [295](#iad6cddcdac404a0d8692c87538f900eb_1063)] | | |

| [Schedule II — Condensed Financial Information (Parent Company [removed: Only)](#i59887bf18fdc49ee81fd716327570d9c_1132)] [added: Only)](#iad6cddcdac404a0d8692c87538f900eb_1066)] | | | [removed: [320](#i59887bf18fdc49ee81fd716327570d9c_1132)] [added: [296](#iad6cddcdac404a0d8692c87538f900eb_1066)] | | |

| [Schedule III — Consolidated Supplementary Insurance [removed: Information](#i59887bf18fdc49ee81fd716327570d9c_1204)] [added: Information](#iad6cddcdac404a0d8692c87538f900eb_1138)] | | | [removed: [327](#i59887bf18fdc49ee81fd716327570d9c_1204)] [added: [303](#iad6cddcdac404a0d8692c87538f900eb_1138)] | | |

We have audited the accompanying consolidated balance sheets of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 15, 2024,] [added: 20, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The Company has investments in certain fixed maturity securities classified as available-for-sale whose fair values are based on unobservable inputs that are supported by little or no market [removed: activity.][added: activity and are significant to the determination of estimated fair value.]

When a price is not available in the active [removed: market,] [added: market or] from an independent pricing service, [removed: or from independent broker quotations,] management values the security using internal matrix pricing or discounted cash flow techniques.

We have determined [removed: that] the fair value of [removed: Level 3] fixed maturity securities valued using internal matrix pricing or discounted cash flow techniques is a critical audit matter [removed: because of] [added: due to] the [removed: critical] [added: significant] judgments made by [removed: management.][added: management when determining the unobservable inputs.]

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

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

- We tested the accuracy and completeness of relevant security attributes, [removed: including credit ratings,] [added: such as] maturity dates and coupon rates, used in the determination of [removed: Level 3] fair [removed: values.][added: values for the identified fixed maturity securities.]

Insurance Liabilities — [added: Certain Assumptions Related to the] Valuation of Future Policy Benefits for Long-Term Care Insurance — Refer to Notes 1 and 4 to the financial statements

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

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

We have determined that future policy benefits for long-term care insurance is a critical audit matter because of the significant judgments made by management [removed: when estimating] [added: in setting assumptions used to estimate the] future policy benefits liability.

◦evaluated [removed: that] [added: the intended application of] principal assumptions [removed: were applied] in the valuation model [removed: as intended,] on a sample basis.

Market Risk Benefits — [added: Certain Assumptions related to the] Valuation of Market Risk Benefits for MetLife Holdings — Refer to Notes 1, 6 and 13 to the financial statements

Principal assumptions include mortality, withdrawal, utilization, [removed: lapse] [added: lapse, volatility,] and [removed: implied volatility.][added: nonperformance risk spread.]

We have identified [added: certain assumptions related to] the valuation of [removed: MetLife Holdings’] market risk [added: benefits, more specifically certain guaranteed minimum] benefits [added: associated with variable annuity contracts,] 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.

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

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

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| [Consolidated Balance Sheets](#iad6cddcdac404a0d8692c87538f900eb_517) | | | [123](#iad6cddcdac404a0d8692c87538f900eb_517) | | |

| [Consolidated Statements of Operations](#iad6cddcdac404a0d8692c87538f900eb_523) | | | [124](#iad6cddcdac404a0d8692c87538f900eb_523) | | |

| [Consolidated Statements of Equity](#iad6cddcdac404a0d8692c87538f900eb_532) | | | [126](#iad6cddcdac404a0d8692c87538f900eb_532) | | |

| [Note 2 — Segment Information](#iad6cddcdac404a0d8692c87538f900eb_571) | | | [148](#iad6cddcdac404a0d8692c87538f900eb_568) | | |

| [Note 3 — Acquisition](#iad6cddcdac404a0d8692c87538f900eb_589)[s](#iad6cddcdac404a0d8692c87538f900eb_589) [and Dispositions](#iad6cddcdac404a0d8692c87538f900eb_589) | | | [154](#iad6cddcdac404a0d8692c87538f900eb_589) | | |

| [Note 5 — Policyholder Account Balances](#iad6cddcdac404a0d8692c87538f900eb_700) | | | [176](#iad6cddcdac404a0d8692c87538f900eb_700) | | |

| [Note 7 — Separate Accounts](#iad6cddcdac404a0d8692c87538f900eb_742) | | | [195](#iad6cddcdac404a0d8692c87538f900eb_742) | | |

| [Note 9 — Reinsurance](#iad6cddcdac404a0d8692c87538f900eb_769) | | | [201](#iad6cddcdac404a0d8692c87538f900eb_769) | | |

| [Note 10 — Closed Block](#iad6cddcdac404a0d8692c87538f900eb_790) | | | [206](#iad6cddcdac404a0d8692c87538f900eb_790) | | |

| [Note 11 — Investments](#iad6cddcdac404a0d8692c87538f900eb_796) | | | [208](#iad6cddcdac404a0d8692c87538f900eb_796) | | |

| [Note 12 — Derivatives](#iad6cddcdac404a0d8692c87538f900eb_835) | | | [226](#iad6cddcdac404a0d8692c87538f900eb_835) | | |

| [Note 13 — Fair Value](#iad6cddcdac404a0d8692c87538f900eb_871) | | | [240](#iad6cddcdac404a0d8692c87538f900eb_871) | | |

| [Note 14 — Leases](#iad6cddcdac404a0d8692c87538f900eb_901) | | | [254](#iad6cddcdac404a0d8692c87538f900eb_901) | | |

| [Note 15 — Goodwill](#iad6cddcdac404a0d8692c87538f900eb_907) | | | [255](#iad6cddcdac404a0d8692c87538f900eb_907) | | |

| [Note 19 — Equity](#iad6cddcdac404a0d8692c87538f900eb_958) | | | [261](#iad6cddcdac404a0d8692c87538f900eb_958) | | |

| [Note 22 — Income Tax](#iad6cddcdac404a0d8692c87538f900eb_1012) | | | [286](#iad6cddcdac404a0d8692c87538f900eb_1012) | | |

| [Schedule IV — Consolidated Reinsurance](#iad6cddcdac404a0d8692c87538f900eb_1141) | | | [305](#iad6cddcdac404a0d8692c87538f900eb_1141) | | |

Management applies considerable judgment in selecting unobservable inputs to value fixed maturity securities using internal matrix or discounted cash flow techniques.

Unobservable assumptions reflect the Company’s own assumptions about assumptions that a market participant would use in pricing the investment.

- With the involvement of our credit specialists, we developed an independent expectation of the credit rating for a sample of securities where an external rating was not available and compared our estimates to the Company’s estimates and evaluated differences, including the impact on the fair value of the security.

Market risk benefits are required to be measured at fair value.

◦evaluated the intended application of principal assumptions in the valuation model on a sample basis.

◦evaluated the reasonableness of the Company’s assumption by comparing those selected by management to those independently developed by our actuarial specialist.

February 20, 2025

| Premiums, reinsurance and other receivables (includes $47 and $0, respectively, relating to variable interest entities) | | | | | | 29,761 | | | | | | 28,971 | | |

| Short-term debt (includes $133 and $0, respectively, relating to variable interest entities) | | | | | | 465 | | | | | | 119 | | |

| Treasury stock acquired in connection with share repurchases (includes $30 million of excise tax) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,207) | | | | | | | | | | | | (3,207) | | | | | | | | | | | | (3,207) | | |

| Balance at December 31, 2024 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 33,791 | | | | | $ | 42,626 | | | | | $ | (27,798) | | | | | $ | (21,186) | | | | | $ | 27,445 | | | | | $ | 258 | | | | | $ | 27,703 | |

| Other invested assets received in connection with the sale of other limited partnership interests | | | $ | 375 | | | | | $ | — | | | | | $ | — | |

| Increase of short-term debt | | | $ | 113 | | | | | $ | — | | | | | $ | — | |

If the estimated fair value subsequently increases prior to sale, a gain is recognized and reported in net investment gains (losses) but will not exceed the losses recognized since the business was classified as held-for-sale.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

Any gain by the ceding entity on such retroactive agreement is deferred as a liability and is amortized over the estimated remaining settlement period.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| [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) | | |

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

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

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

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

| [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 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.

*Critical Audit Matter Description*

Management’s estimate of future policy benefits for long-term care insurance in the MetLife Holdings segment was $15,240 million as of December 31, 2023.

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.

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.

◦developed an independent estimate, on a sample basis, of the market risk benefits and evaluated differences.

February 15, 2024

MetLife, Inc.

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

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

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

| Balance at December 31, 2020 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 33,812 | | | | | $ | 36,491 | | | | | $ | (13,829) | | | | | $ | 18,072 | | | | | $ | 74,558 | | | | | $ | 259 | | | | | $ | 74,817 | |

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

| Preferred stock redemption premium | | | | | | | | | | | | | | | | | | | | | | | | (6) | | | | | | | | | | | | | | | | | | (6) | | | | | | | | | | | | (6) | | |

| Cash paid for other transactions with tenors greater than three months | | | — | | | | | | — | | | | | | (100) | | |

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

| Preferred stock redemption premium | | | — | | | | | | — | | | | | | (6) | | |

| Equity securities received due to in-kind distributions from other limited partnership interests | | | $ | 77 | | | | | $ | 96 | | | | | $ | 380 | |

Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

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: 2023] [added: 2024] 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: 2023.][added: 2024.]

We have audited the internal control over financial reporting of MetLife, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 15, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those financial statements.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

February 20, 2025

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

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

During the three months ended December 31, [removed: 2023, the following] [added: 2024, none of our] Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated [removed: a] [added: any] 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 [removed: S-K):][added: 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.

The information called for by this Item pertaining to Directors is incorporated herein by reference to the following sections in MetLife, Inc.’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 18, 2024,] [added: 17, 2025,] to be filed by MetLife, Inc. with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”):

- “Security Ownership Information — Delinquent Section 16(a) [removed: Reports”; and][added: Reports.”]

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

- “Corporate Governance — Proposal 1 — Election of Directors”; and

The Company has also adopted an insider trading policy governing the purchase, sale and other dispositions of its securities by directors and all employees of the Company.

It also includes provisions relating to the Company engaging in purchases, sales or other transactions involving its securities.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

- “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”;

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

The information called for by this Item is incorporated herein by reference to the following sections in the [removed: 2024] [added: 2025] Proxy Statement:

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

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

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

- “Executive Compensation [removed: –] [added: —] Pay Ratio”;

- “Corporate Governance — Proposal 1 — Election of Directors — Director Compensation in 2024”;

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

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

The information called for by this Item pertaining to ownership of shares of MetLife, Inc.’s common stock (“Shares”) is incorporated herein by reference in the [removed: 2024] [added: 2025] Proxy Statement to the following sections:

The following table provides information at December 31, [removed: 2023,] [added: 2024,] regarding MetLife, Inc.’s equity compensation plans:

Equity Compensation Plan Information at December 31, [removed: 2023][added: 2024]

(1) Column (a) reflects the following items outstanding as of December 31, [removed: 2023:][added: 2024:]

| Restricted Stock Units | | | [removed: 1,849,617] [added: 1,811,591] | | |

| Performance Shares (assuming future payout at maximum performance factor) | | | [removed: 5,098,621] [added: 4,820,929] | | |

| Shares that will or may be issued | | | [removed: 11,439,989] [added: 10,570,392] | | |

- Deferred Shares related to awards under the 2015 Stock Plan, MetLife, Inc. 2015 Non-Management [removed: Directors] [added: Director] Stock Compensation Plan (the “2015 Director Stock Plan”), 2005 Stock Plan, MetLife, Inc. 2005 Non-Management [removed: Directors] [added: Director] Stock Compensation Plan (the “2005 Director Stock Plan”), and earlier plans, were outstanding.

The maximum performance factor for Performance Shares granted in 2015 through [removed: 2023] [added: 2024] was 175%.

The number of Performance Shares outstanding as of December 31, [removed: 2023] [added: 2024] at target (100%) performance factor was [removed: 2,913,498.][added: 2,754,817.]

(2) Column (b) reflects the weighted average exercise price of all Stock Options under any plan that, as of December 31, [removed: 2023,] [added: 2024,] had been granted but not forfeited, expired, or exercised.

(3) Column (c) reflects the following items outstanding as of December 31, [removed: 2023:][added: 2024:]

| Total Shares recovered for issuance since January 1, 2015 | | | [removed: 35,770,685] [added: 37,608,213] | | |

| Total Shares covered by new awards and new imputed reinvested dividends on Deferred Shares since January 1, 2015 | | | [removed: 39,119,562] [added: 42,343,146] | | |

| Shares remaining available for future issuance under the 2015 Stock Plan and 2015 Director Stock Plan | | | [removed: 32,047,017] [added: 30,660,961] | | |

Shares covered by awards granted under the 2015 [removed: Directors] [added: Director] Stock Plan and Shares covered by imputed reinvested dividends credited on Deferred Shares owed to directors, employees or agents, in each case during each of the indicated calendar years.

| Equity compensation plans approved by security holders | | | | | | 10,570,392 | | | | | | $ | 55.79 | | | | | 30,660,961 | | |

| Total | | | | | | 10,570,392 | | | | | | $ | 55.79 | | | | | 30,660,961 | | |

| Stock Options | | | 2,994,371 | | |

| Deferred Shares | | | 943,501 | | |

As of December 31, 2024:

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| 2015 - 2023 | | | 35,770,685 | | |

| 2024 | | | 1,837,528 | | |

| 2015 - 2023 | | | 39,119,562 | | |

| 2024 | | | 3,223,584 | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| 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 | | |

The information called for by this Item is incorporated herein by reference to the following sections in the [removed: 2024] [added: 2025] Proxy Statement:

- “Corporate Governance — Proposal 1 — Election of Directors [removed: 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 [removed: 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 [removed: 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 Item is incorporated herein by reference to the section entitled “Audit Matters — Proposal 2 — Ratification of Appointment of the Independent Auditor” in the [removed: 2024] [added: 2025] Proxy Statement.

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 129.][added: 119.]

The financial statement schedules are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 129.][added: 119.]

The exhibits are listed in the Exhibit Index which begins on page [removed: 339.][added: 317.]

Additional information about MetLife, Inc., its subsidiaries and affiliates may be found elsewhere in this Annual Report on Form 10-K and MetLife, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at [removed: www.sec.gov.)*][added: https://www.sec.gov.)*]

| 2.1 | | | | | | [Plan of [removed: Reorganization.](http://www.sec.gov/Archives/edgar/data/1099219/000095012399010491/0000950123-99-010491.txt)] [added: Reorganization.](https://www.sec.gov/Archives/edgar/data/1099219/000095012399010491/0000950123-99-010491.txt)] | | | | | | S-1 | | | | | | 333-91517 | | | | | | 2.1 | | | | | | November 23, 1999 | | | | | | | | |

| 2.2 | | | | | | [Amendment to Plan of Reorganization, dated as of March 9, [removed: 2000.](http://www.sec.gov/Archives/edgar/data/1099219/000095012300002929/0000950123-00-002929.txt)] [added: 2000.](https://www.sec.gov/Archives/edgar/data/1099219/000095012300002929/0000950123-00-002929.txt)] | | | | | | S-1/A | | | | | | 333-91517 | | | | | | 2.2 | | | | | | March 29, 2000 | | | | | | | | |

| 2.3 | | | | | | [Master Separation Agreement, dated August 4, 2017, between MetLife, Inc. and Brighthouse Financial, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312517249962/d379288dex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1099219/000119312517249962/d379288dex21.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 2.1 | | | | | | August 7, 2017 | | | | | | | | |

| 3.1.1 | | | | | | [Amended and Restated Certificate of Incorporation of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met-20161231xex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met-20161231xex31.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | March 1, 2017 | | | | | | | | |

| 3.1.2 | | | | | | [Certificate of Retirement of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on November 5, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1099219/000073702613000010/met-2013930xex36.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1099219/000073702613000010/met-2013930xex36.htm)] | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 3.6 | | | | | | November 7, 2013 | | | | | | | | |

| 3.1.3 | | | | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1099219/000119312515162005/d903558dex31.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1099219/000119312515162005/d903558dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | April 30, 2015 | | | | | | | | |

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

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

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

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

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

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

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

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

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

| 3.1.13 | | | | | | [Certificate of Elimination of 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C, of MetLife, Inc., filed with the Secretary of State of Delaware on June 29, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/0001099219/000109921921000263/ex31certificateofeliminati.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0001099219/000109921921000263/ex31certificateofeliminati.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 3.1 | | | | | | June 29, 2021 | | | | | | | | |

| 4.1 | | | | | | [Form of Certificate for Common Stock, par value $0.01 per [removed: share.](http://www.sec.gov/Archives/edgar/data/1099219/000095012300002120/0000950123-00-002120.txt)] [added: share.](https://www.sec.gov/Archives/edgar/data/1099219/000095012300002120/0000950123-00-002120.txt)] | | | | | | S-1/A | | | | | | 333-91517 | | | | | | 4.1 | | | | | | March 9, 2000 | | | | | | | | |

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

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

| 4.4 | | | | | | [Form of Stock Certificate, Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000095012305007232/y09784exv99w6.txt)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1099219/000095012305007232/y09784exv99w6.txt)] | | | | | | 8-A | | | | | | 001-15787 | | | | | | 99.6 | | | | | | June 10, 2005 | | | | | | | | |

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

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

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

| 4.8 | | | | | | [Certificate of Designations of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc., filed with the Secretary of the State of Delaware on May 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1099219/000119312518183434/d596081dex31.htm)] (See Exhibit 3.1.10 above). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

| 4.13 | | | | | | [Form of Stock Certificate, 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1099219/000119312520004718/d864862dex31.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 4.1 | | | | | | January 9, 2020 | | | | | | | | |

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

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

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

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

| 4.18 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921924000035/mlinc-12312023xex418.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1099219/000109921925000044/mlinc-20242131xex418.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.1.1 | | | | | | [MetLife Policyholder Trust [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1099219/000095012399010491/0000950123-99-010491.txt)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1099219/000095012399010491/0000950123-99-010491.txt)] | | | | | | S-1 | | | | | | 333-91517 | | | | | | 10.12 | | | | | | November 23, 1999 | | | | | | | | |

| 10.1.2 | | | | | | [Amendment to MetLife Policyholder Trust [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1062.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1062.htm)] | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.62 | | | | | | February 27, 2013 | | | | | | | | |

| 10.2 | | | | | | [Amended and Restated Credit Agreement, dated as of 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/1099219/000119312523139500/d351755dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1099219/000119312523139500/d351755dex101.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | May 9, 2023 | | | | | | | | |

| 10.3 | | | | | | [Purchase Agreement by and among MetLife, Inc. and Massachusetts Mutual Life Insurance Company, dated as of February 28, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000099/met-2016331xex101.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1099219/000093783416000099/met-2016331xex101.htm)] | | | | | | 10-Q | | | | | | 001-15787 | | | | | | 10.1 | | | | | | May 6, 2016 | | | | | | | | |

| 10.4 | | | | | | [Tax Separation Agreement, dated as of July 27, 2017, by and among MetLife, Inc. and its affiliates and Brighthouse Financial, Inc. and its [removed: affiliates.](http://www.sec.gov/Archives/edgar/data/1099219/000119312517249962/d379288dex101.htm)] [added: affiliates.](https://www.sec.gov/Archives/edgar/data/1099219/000119312517249962/d379288dex101.htm)] | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | August 7, 2017 | | | | | | | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

Glossary

Throughout this Form 10-K, the Company uses certain abbreviations, acronyms and terms which are further detailed below.

| A.M. Best | | | A.M. Best Company, Inc. | | | | | | CSRD | | | Corporate Sustainability Reporting Directive | | |

| ABO | | | Accumulated Benefit Obligations | | | | | | Cybersecurity Model Law | | | NAIC’s Insurance Data Security Model Law | | |

| ABS & CLO | | | Asset-Backed Securities and Collateralized Loan Obligations | | | | | | DAC | | | Deferred Policy Acquisition Costs | | |

| ACL | | | Allowance For Credit Loss | | | | | | Deferred Shares | | | Awards that have become payable in shares but the issuance of which has been deferred | | |

| AD&D | | | Accidental Death and Dismemberment | | | | | | Delaware Commissioner | | | Delaware Commissioner of Insurance | | |

| AFS | | | Available-For-Sale | | | | | | Dodd-Frank | | | Dodd-Frank Wall Street Reform and Consumer Protection Act | | |

| AI | | | Artificial Intelligence | | | | | | DOL | | | Department of Labor | | |

| ALM | | | Asset/Liability Management | | | | | | DPL | | | Deferred Profit Liability | | |

| Alt-A | | | Alternative Residential Mortgage Loans | | | | | | DSCR | | | Debt Service Coverage Ratios | | |

| American Life | | | American Life Insurance Company | | | | | | EEA | | | European Economic Area | | |

| AOCI | | | Accumulated Other Comprehensive Income | | | | | | EMEA | | | Europe, the Middle East And Africa | | |

| APBO | | | Accumulated Postretirement Benefit Obligation | | | | | | ERC | | | Enterprise Risk Committee | | |

| ASO | | | Administrative Services-Only | | | | | | ERISA | | | Employee Retirement Income Security Act of 1974 | | |

| ASU | | | Accounting Standards Update | | | | | | ERM | | | Enterprise Risk Management | | |

| Authorized Control Level RBC | | | Authorized Control Level RBC, calculated in the manner prescribed by the NAIC | | | | | | ESG | | | Environmental, Social and Governance | | |

| Brighthouse | | | Brighthouse Financial, Inc. and its Subsidiaries | | | | | | EU | | | European Union | | |

| CBIRC | | | The China Banking and Insurance Regulatory Commission | | | | | | EU AI Act | | | European Union’s Artificial Intelligence Act | | |

| CCPA | | | California Consumer Privacy Act | | | | | | Exchange Act | | | Securities Exchange Act of 1934 | | |

| CEO | | | Chief Executive Officer | | | | | | Farmer Mac | | | Federal Agricultural Mortgage Corporation | | |

| CFO | | | Chief Financial Officer | | | | | | FASB | | | Financial Accounting Standards Board | | |

| CFPB | | | Consumer Financial Protection Bureau | | | | | | FCTA | | | Foreign Currency Translation Adjustments | | |

| CFTC | | | Commodity Futures Trading Commission | | | | | | FDIC | | | Federal Deposit Insurance Corporation | | |

| Chariot Re | | | Chariot Reinsurance, Ltd. | | | | | | Federal Reserve | | | Federal Reserve Board & Federal Reserve Bank of New York | | |

| CISO | | | Chief Information Security Officer | | | | | | Federal Reserve Board | | | Board of Governors of the Federal Reserve System | | |

| CLOs | | | Collateralized Loan Obligations | | | | | | FHLBNY | | | Federal Home Loan Bank of New York | | |

| CMBS | | | Commercial Mortgage-Backed Securities | | | | | | FINRA | | | Financial Industry Regulatory Authority | | |

| CODM | | | Chief Operating Decision Maker | | | | | | FIO | | | Federal Insurance Office | | |

| Committed Facilities | | | Credit Facility, as well as certain committed facilities | | | | | | Fitch | | | Fitch Ratings Inc. | | |

| Company Action Level RBC | | | Minimum level of TAC before corrective action commences is twice authorized control level RBC | | | | | | FPB | | | Future Policy Benefits | | |

| Credit Facility | | | Unsecured revolving credit facility | | | | | | FSA | | | Financial Services Agency | | |

| CRO | | | Chief Risk Officer | | | | | | FSB | | | Financial Stability Board | | |

| C-ROSS | | | China Risk Oriented Solvency System | | | | | | FSOC | | | Financial Stability Oversight Council | | |

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

| FVO | | | Fair Value Option | | | | | | Moody’s | | | Moody’s Investors Service, Inc. | | |

| GAAP | | | Accounting principles generally accepted in the United States of America | | | | | | MoRe | | | Missouri Reinsurance, Inc. | | |

| GCC | | | Group Capital Calculation | | | | | | MrB | | | MetLife Reinsurance Company of Bermuda, Ltd. | | |

| GDPR | | | General Data Protection Regulation | | | | | | MRBs | | | Market Risk Benefits | | |

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

| 10.14.4 | | | | | | [Amendment to Stock Option Agreements under the 2005 SIC Plan effective as of April 25, 2007.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312513077792/d450627dex1025.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.25 | | | | | | February 27, 2013 | | | | | | | | |

| 10.15.7 | | | | | | [Form of Unit Option Agreement under the MetLife International Unit Option Incentive Plan effective February 23, 2011.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783417000003/met-20161231xex1025.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.25 | | | | | | March 1, 2017 | | | | | | | | |

| 10.17.2 | | | | | | [Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction; No Code Section 162(m) Goals) under the 2015 SIC Plan, effective January 1, 2016.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex10100.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.100 | | | | | | February 25, 2016 | | | | | | | | |

| 10.18.2 | | | | | | [Form of Performance Share Agreement under the 2015 SIC Plan, effective February 27, 2018.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312514440212/d820187dex101.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.1 | | | | | | February 20, 2018 | | | | | | | | |

| 10.18.4 | | | | | | [Form of Performance Share Agreement under the 2015 SIC Plan, effective December 10, 2019.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921920000064/met-12312019xex10185.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.18.5 | | | | | | February 21, 2020 | | | | | | | | |

| 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) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.18.6 | | | | | | February 23, 2023 | | | | | | | | |

| 10.19.1 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective January 1, 2016.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex1096.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.96 | | | | | | February 25, 2016 | | | | | | | | |

| 10.19.2 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 27, 2018.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312518050456/d542821dex102.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.2 | | | | | | February 20, 2018 | | | | | | | | |

| 10.19.3 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective January 1, 2019. *](http://www.sec.gov/Archives/edgar/data/1099219/000119312518348231/d653479dex102.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.2 | | | | | | December 13, 2018 | | | | | | | | |

| 10.19.4 | | | | | | [Form of Performance Unit Agreement under the 2015 SIC Plan, effective December 10, 2019.*](http://www.sec.gov/Archives/edgar/data/1099219/000109921920000064/met-12312019xex10195.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.19.5 | | | | | | February 21, 2020 | | | | | | | | |

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

| 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) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.19.6 | | | | | | February 23, 2023 | | | | | | | | |

| 10.20.1 | | | | | | [Award Agreement Supplement, effective January 1, 2016.*](http://www.sec.gov/Archives/edgar/data/1099219/000093783416000077/met-20151231xex10105.htm) | | | | | | 10-K | | | | | | 001-15787 | | | | | | 10.105 | | | | | | February 25, 2016 | | | | | | | | |

| 10.20.2 | | | | | | [Award Agreement Supplement, effective February 27, 2018.*](http://www.sec.gov/Archives/edgar/data/1099219/000119312518050456/d542821dex107.htm) | | | | | | 8-K | | | | | | 001-15787 | | | | | | 10.7 | | | | | | February 20, 2018 | | | | | | | | |

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

February 15, 2024

| /s/ Gerald L. Hassell | | | | | | Director | | | | | | February 15, 2024 | | |

| Gerald L. Hassell | | | | | | | | | | | | | | |

| /s/ Catherine R. Kinney | | | | | | Director | | | | | | February 15, 2024 | | |

| Catherine R. Kinney | | | | | | | | | | | | | | |