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Item 16. Form 10-K Summary

109K characters. Original on sec.gov ·

Item 16. Form 10-K Summary

None.

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Glossary

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

A.M. BestA.M. Best Company, Inc.CSRDCorporate Sustainability Reporting Directive
ABOAccumulated Benefit ObligationsCybersecurity Model LawNAIC’s Insurance Data Security Model Law
ABS & CLOAsset-Backed Securities and Collateralized Loan ObligationsDACDeferred Policy Acquisition Costs
ACLAllowance For Credit LossDeferred SharesAwards that have become payable in shares but the issuance of which has been deferred
AD&DAccidental Death and DismembermentDelaware CommissionerDelaware Commissioner of Insurance
AFSAvailable-For-SaleDodd-FrankDodd-Frank Wall Street Reform and Consumer Protection Act
AIArtificial IntelligenceDOLDepartment of Labor
ALMAsset/Liability ManagementDPLDeferred Profit Liability
Alt-AAlternative Residential Mortgage LoansDSCRDebt Service Coverage Ratios
American LifeAmerican Life Insurance CompanyEEAEuropean Economic Area
AOCIAccumulated Other Comprehensive IncomeEMEAEurope, the Middle East And Africa
APBOAccumulated Postretirement Benefit ObligationERCEnterprise Risk Committee
ASOAdministrative Services-OnlyERISAEmployee Retirement Income Security Act of 1974
ASUAccounting Standards UpdateERMEnterprise Risk Management
Authorized Control Level RBCAuthorized Control Level RBC, calculated in the manner prescribed by the NAICESGEnvironmental, Social and Governance
BrighthouseBrighthouse Financial, Inc. and its SubsidiariesEUEuropean Union
CBIRCThe China Banking and Insurance Regulatory CommissionEU AI ActEuropean Union’s Artificial Intelligence Act
CCPACalifornia Consumer Privacy ActExchange ActSecurities Exchange Act of 1934
CEOChief Executive OfficerFarmer MacFederal Agricultural Mortgage Corporation
CFOChief Financial OfficerFASBFinancial Accounting Standards Board
CFPBConsumer Financial Protection BureauFCTAForeign Currency Translation Adjustments
CFTCCommodity Futures Trading CommissionFDICFederal Deposit Insurance Corporation
Chariot ReChariot Reinsurance, Ltd.Federal ReserveFederal Reserve Board & Federal Reserve Bank of New York
CISOChief Information Security OfficerFederal Reserve BoardBoard of Governors of the Federal Reserve System
CLOsCollateralized Loan ObligationsFHLBNYFederal Home Loan Bank of New York
CMBSCommercial Mortgage-Backed SecuritiesFINRAFinancial Industry Regulatory Authority
CODMChief Operating Decision MakerFIOFederal Insurance Office
Committed FacilitiesCredit Facility, as well as certain committed facilitiesFitchFitch Ratings Inc.
Company Action Level RBCMinimum level of TAC before corrective action commences is twice authorized control level RBCFPBFuture Policy Benefits
Credit FacilityUnsecured revolving credit facilityFSAFinancial Services Agency
CROChief Risk OfficerFSBFinancial Stability Board
C-ROSSChina Risk Oriented Solvency SystemFSOCFinancial Stability Oversight Council

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FVOFair Value OptionMoody’sMoody’s Investors Service, Inc.
GAAPAccounting principles generally accepted in the United States of AmericaMoReMissouri Reinsurance, Inc.
GCCGroup Capital CalculationMrBMetLife Reinsurance Company of Bermuda, Ltd.
GDPRGeneral Data Protection RegulationMRBsMarket Risk Benefits
General AtlanticGeneral Atlantic, L.P.MRCMetLife Reinsurance Company of Charleston
GHGGreenhouse GasMrHMetLife Reinsurance Company of Hamilton, Ltd.
GICsGuaranteed Interest ContractsMRVMetLife Reinsurance Company of Vermont
GILTIGlobal Intangible Low-Taxed IncomeMSSMetLife Services and Solutions, LLC
Global AtlanticGlobal Atlantic Financial GroupMTLMetropolitan Tower Life Insurance Company
GMABsGuaranteed Minimum Accumulation BenefitsNAICNational Association of Insurance Commissioners
GMCRsGuaranteed Minimum Crediting RatesNAVNet Asset Value
GMDBsGuaranteed Minimum Death BenefitsNebraska DirectorDirector of the Nebraska Department of Insurance
GMIBsGuaranteed Minimum Income BenefitsNFRANational Financial Regulatory Administration
GMWBsGuaranteed Minimum Withdrawal BenefitsNGEsNon-Guaranteed Elements
GMXBsGuaranteed Minimum BenefitsNIFONet investment in a foreign operation
IAIGsInternationally Active Insurance GroupsNon-Bank SIFINon-Bank Systemically Important Financial Institution
IAISInternational Association of Insurance SupervisorsNPRNet Premium Ratio
IBNPIncurred But Not PaidNQMNon-Qualified Residential Mortgage
IBNRIncurred But Not ReportedNRSRONationally Recognized Statistical Rating Organizations
IMRInterest Maintenance ReserveNYDFSNew York State Department of Financial Services
Invested PlansAssets of the qualified pension plans and postretirement medical plansOCIOther Comprehensive Income (Loss)
IRSInternal Revenue ServiceOLPIOther Limited Partnership Interests
LDTILong-Duration Targeted ImprovementsORSAOwn Risk and Solvency Assessment
LDTI Transition DateJanuary 1, 2021OTCOver-the-Counter
LIBORLondon Interbank Offered RateOTC-bilateralBilateral contracts between two counterparties
LTVLoan-To-ValueOTC-clearedOTC derivatives are cleared and settled through central clearing counterparties
MetLife MalaysiaAmMetLife Insurance Berhad (Malaysia) and AmMetLife Takaful Berhad (Malaysia)PABsPolicyholder Account Balances
MetLife Poland and GreeceWholly-owned subsidiaries in Poland and GreecePBOProjected Benefit Obligation
MIMMetLife Investment Management, LLC and certain of its affiliatesPCAOBPublic Company Accounting Oversight Board
MLICMetropolitan Life Insurance CompanyPhantom Stock-Based AwardsCash-settled awards based in whole or in part on the price of shares or changes in the price of shares

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PineBridgePineBridge InvestmentsSSGStructured Securities Group
PNB MetLifePNB MetLife India Insurance Company LimitedStatement-Based Combined RBC RatioInternally defined Combined RBC Ratio
PTEProhibited Transaction ExemptionStatutory CodificationCodification of Statutory Accounting Principles
RBCRisk-Based CapitalStructured ProductsRMBS, ABS & CLO and CMBS
RCCReplacement Capital CovenantSuperintendentNew York Superintendent of Financial Services
REJVReal Estate Joint VenturesTACTotal Adjusted Capital, calculated in the manner prescribed by the NAIC
RISRetirement and Income SolutionsTRRsTotal Rate of Return Swaps
RMBSResidential Mortgage-Backed SecuritiesU.K.United Kingdom
ROURight-of-UseU.S.United States of America
S&PStandard & Poor’s Global RatingsULSGUniversal and Variable Life Policies with Secondary Guarantees
SCLSpecial Considerations LetterUnit-linked and FVO SecuritiesContractholder-directed equity securities and Fair Value Option securities
SECSecurities and Exchange CommissionUnit-linked investmentsContractholder-directed investments supporting unit-linked variable annuity type liabilities
SeparationDistribution of shares of Brighthouse Financial, Inc. common stock to the MetLife, Inc. common shareholdersUREVUnearned Revenue
Series A preferred stockNon-Cumulative Preferred Stock, Series AVIEsVariable Interest Entities
Series D preferred stock5.875% Fixed-To-Floating Rate Non-Cumulative Preferred Stock, Series DVOBAValue of Business Acquired
Series E preferred stock5.625% Non-Cumulative Preferred Stock, Series EVOCRAValue of Customer Relationships Acquired
Series F preferred stock4.75% Non-Cumulative Preferred Stock, Series FVODAValue of Distribution Agreements
SOFRSecured Overnight Financing Rate

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Exhibit Index

(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or affiliates, or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. 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 https://www.sec.gov.)

Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
2.1Plan of Reorganization.S-1333-915172.1November 23, 1999
2.2Amendment to Plan of Reorganization, dated as of March 9, 2000.S-1/A333-915172.2March 29, 2000
2.3Master Separation Agreement, dated August 4, 2017, between MetLife, Inc. and Brighthouse Financial, Inc.8-K001-157872.1August 7, 2017
3.1.1Amended and Restated Certificate of Incorporation of MetLife, Inc.10-K001-157873.1March 1, 2017
3.1.2Certificate 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, 2013.10-Q001-157873.6November 7, 2013
3.1.3Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2015.8-K001-157873.1April 30, 2015
3.1.4Certificate of Elimination of 6.500% Non-Cumulative Preferred Stock, Series B, of MetLife, Inc., filed with the Secretary of State of Delaware on November 3, 2015.10-Q001-157873.7November 5, 2015
3.1.5Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2011.10-K001-157873.4March 1, 2017
3.1.6Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on April 7, 2000.10-K001-157873.2March 1, 2017
3.1.7Certificate of Designations of Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc., filed with the Secretary of State of Delaware on June 10, 2005.10-K001-157873.3March 1, 2017
3.1.8Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, 2017.8-K001-157873.1October 24, 2017
3.1.9Certificate of Designations of 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc., filed with the Secretary of State of Delaware on March 21, 2018.8-K001-157873.1March 22, 2018
3.1.10Certificate of Designations of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc., filed with the Secretary of the State of Delaware on May 31, 2018.8-K001-157873.1June 4, 2018

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
3.1.11Certificate of Designations of 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc., filed with the Secretary of the State of Delaware on January 8, 2020.8-K001-157873.1January 9, 2020
3.1.12Certificate of Designations of 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc., filed with the Secretary of the State of Delaware on September 9, 2020.8-K001-157873.1September 10, 2020
3.1.13Certificate 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, 2021.8-K001-157873.1June 29, 2021
3.2Amended and Restated By-Laws of MetLife, Inc., effective October 3, 2023.8-K001-157873.2October 5, 2023
4.1Form of Certificate for Common Stock, par value $0.01 per share.S-1/A333-915174.1March 9, 2000
4.2Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on April 7, 2000. (See Exhibit 3.1.6 above).
4.3Certificate of Designations of Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc., filed with the Secretary of State of Delaware on June 10, 2005. (See Exhibit 3.1.7 above).
4.4Form of Stock Certificate, Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc.8-A001-1578799.6June 10, 2005
4.5Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, 2017. (See Exhibit 3.1.8 above).
4.6Certificate of Designations of 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc., filed with the Secretary of State of Delaware on March 21, 2018. (See Exhibit 3.1.9 above).
4.7Form of Stock Certificate, 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc.8-K001-157874.1March 22, 2018
4.8Certificate of Designations of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc., filed with the Secretary of the State of Delaware on May 31, 2018. (See Exhibit 3.1.10 above).
4.9Form of Stock Certificate, 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc.8-K001-157874.1June 4, 2018
4.10Deposit Agreement, dated June 4, 2018, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.8-K001-157874.2June 4, 2018
4.11Form 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, Inc.8-K001-157874.3June 4, 2018
4.12Certificate of Designations of 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc., filed with the Secretary of the State of Delaware on January 8, 2020. (See Exhibit 3.1.11 above).
4.13Form of Stock Certificate, 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc.8-K001-157874.1January 9, 2020
4.14Certificate of Designations of 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc., filed with the Secretary of the State of Delaware on September 9, 2020. (See Exhibit 3.1.12 above).
4.15Form of Stock Certificate, 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc.8-K001-157874.1September 10, 2020

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
4.16Deposit 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 therein.8-K001-157874.1January 15, 2020
4.17Form 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, Inc.8-K001-157874.3January 15, 2020
4.18Description of Securities.X
Certain instruments defining the rights of holders of long-term debt of MetLife, Inc. and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. MetLife, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments.
10.1.1MetLife Policyholder Trust Agreement.S-1333-9151710.12November 23, 1999
10.1.2Amendment to MetLife Policyholder Trust Agreement.10-K001-1578710.62February 27, 2013
10.2Amended and Restated Credit Agreement, dated as of May 8, 2023, among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and the other parties signatory thereto.8-K001-1578710.1May 9, 2023
10.3Purchase Agreement by and among MetLife, Inc. and Massachusetts Mutual Life Insurance Company, dated as of February 28, 2016.10-Q001-1578710.1May 6, 2016
10.4Tax Separation Agreement, dated as of July 27, 2017, by and among MetLife, Inc. and its affiliates and Brighthouse Financial, Inc. and its affiliates.8-K001-1578710.1August 7, 2017
10.5.1MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, 2005, implemented November 2012).*S-8333-2147104.1November 18, 2016
10.5.2Amendment to MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, 2005, implemented November 2020).*10-K001-1578710.6.2February 19, 2021
10.6MetLife, Inc. Director Indemnity Plan (dated and effective July 22, 2008).*10-K001-1578710.94February 27, 2014
10.7.1Form of Agreement to Protect Corporate Property executed by Michel Khalaf, effective April 9, 2012.*10-K001-1578710.15February 25, 2016
10.7.2Form of Agreement to Protect Corporate Property executed by Ramy Tadros, effective September 11, 2017.*10-Q001-1578710.1August 5, 2016
10.8MetLife Executive Severance Plan (as amended and restated, effective June 14, 2010).*10-K001-1578710.1February 27, 2015
10.9MetLife Performance-Based Compensation Recoupment Policy (effective as amended and restated December 1, 2023).*10-K001-1578710.10February 16, 2024
10.10.1MetLife, Inc. 2015 Stock and Incentive Compensation Plan, effective January 1, 2015 (the “2015 SIC Plan”).*S-8333-1981454.1August 14, 2014
10.10.2MetLife, Inc. 2005 Stock and Incentive Compensation Plan, effective April 15, 2005 (the “2005 SIC Plan”).*10-K001-1578710.24February 27, 2015
10.11MetLife Annual Variable Incentive Plan (effective as amended and restated January 1, 2015).*8-K001-1578710.11December 11, 2014
10.12.1MetLife International Unit Option Incentive Plan (as amended and restated December 3, 2012).*8-K001-1578710.11February 15, 2013
10.12.2MetLife International Unit Option Incentive Plan, dated July 21, 2011 (as amended and restated effective February 23, 2011).*10-K001-1578710.24March 1, 2017

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.13.1Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.7December 11, 2014
10.13.2Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.8December 11, 2014
10.13.3Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.101February 25, 2016
10.13.4Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.102February 25, 2016
10.14.1Form of Unit Option Agreement under the MetLife International Unit Option Incentive Plan effective February 11, 2013.*8-K001-1578710.12February 15, 2013
10.14.2Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the MetLife International Unit Option Incentive Plan, effective February 11, 2013.*8-K001-1578710.13February 15, 2013
10.14.3Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.9December 11, 2014
10.14.4Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.10December 11, 2014
10.14.5Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.103February 25, 2016
10.14.6Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.104February 25, 2016
10.14.7Form of Unit Option Agreement under the MetLife International Unit Option Incentive Plan effective February 23, 2011.*10-K001-1578710.25March 1, 2017
10.15.1Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 23, 2021.*10-K001-1578710.19.5February 19, 2021
10.15.2Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 28, 2023.*10-K001-1578710.19.6February 23, 2023
10.16Award Agreement Supplement, effective February 23, 2021.*10-K001-1578710.20.3February 19, 2021
10.17.1MetLife Auxiliary Pension Plan, dated August 7, 2006 (as amended and restated, effective June 30, 2006).*10-K001-1578710.60March 1, 2017
10.17.2MetLife Auxiliary Pension Plan, dated December 21, 2006 (amending and restating Part I thereof, effective January 1, 2007).*10-K001-1578710.61March 1, 2017
10.17.3MetLife Auxiliary Pension Plan, dated December 21, 2007 (amending and restating Part I thereof, effective January 1, 2008).*10-K001-1578710.95February 27, 2013
10.17.4Amendment #1 to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated October 24, 2008 (effective October 1, 2008).*10-K001-1578710.98February 27, 2014
10.17.5Amendment Number Two to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated December 12, 2008 (effective December 31, 2008).*10-K001-1578710.99February 27, 2014
10.17.6Amendment Number Three to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008) dated March 25, 2009 (effective January 1, 2009).*10-K001-1578710.71February 25, 2016
10.17.7Amendment Number Four to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated December 16, 2009 (effective January 1, 2010).*10-K001-1578710.102February 27, 2015

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.17.8Amendment Number Five to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated December 21, 2010 (effective January 1, 2010).*10-K001-1578710.73February 25, 2016
10.17.9Amendment Number Six to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated December 20, 2012 (effective January 1, 2012).*10-K001-1578710.101February 27, 2013
10.17.10Amendment Number Seven to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated December 27, 2013 (effective December 10, 2013).*10-K001-1578710.69March 1, 2017
10.17.11Amendment Number 6 to the MetLife Auxiliary Pension Plan (as amended and restated, effective January 1, 2008), dated March 5, 2018 (effective March 15, 2018).*10-Q001-1578710.9May 8, 2018
10.17.12Amendment Number 8 to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008, formerly referred to as the “MetLife Auxiliary Pension Plan” until March 15, 2018), dated September 4, 2018 (effective March 15, 2018).*10-Q001-1578710.2November 8, 2018
10.17.13Amendment Number Nine to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated September 26, 2018 (effective January 1, 2023).*10-Q001-1578710.3November 8, 2018
10.17.14Amendment Number Ten to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated November 6, 2019 (effective November 1, 2019).*10-K001-1578710.21.14February 18, 2022
10.17.15Amendment Number 11 to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated April 7, 2021 (effective April 7, 2021).*10-K001-1578710.21.15February 18, 2022
10.17.16Amendment Number 12 to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated November 20, 2023 (effective December 1, 2023).*10-K001-1578710.21.16February 16, 2024
10.17.17Amendment Number 13 to the MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2008), dated May 17, 2024 (effective April 1, 2024).*X
10.18.1Alico Overseas Pension Plan, dated January 2009.*10-K001-1578710.70March 1, 2017
10.18.2Amendment Number One to the Alico Overseas Pension Plan (effective November 1, 2010), dated December 20, 2010.*10-K001-1578710.71March 1, 2017
10.18.3Amendment Number Two to the Alico Overseas Pension Plan (effective as of November 1, 2011), dated December 13, 2011.*10-K001-1578710.72March 1, 2017
10.18.4Amendment Number Three to the Alico Overseas Pension Plan, dated May 1, 2012 (effective January 1, 2012).*8-K001-1578710.1May 4, 2012
10.18.5Amendment Number Four to the Alico Overseas Pension Plan, dated June 19, 2017, effective July 1, 2017.*10-Q001-1578710.6November 6, 2017
10.19MetLife Deferred Compensation Plan For Globally Mobile Employees, effective July 31, 2014, for which Michel Khalaf became eligible July 1, 2017.*10-Q001-1578710.4November 6, 2017
10.20.1Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, 2008), dated December 20, 2007 (effective January 1, 2008).*10-K001-1578710.72February 27, 2013
10.20.2Amendment 1 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated, Effective January 1, 2008), dated December 9, 2008 (effective January 1, 2008).*10-K001-1578710.74February 27, 2015

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.20.3Amendment Number 2 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, 2008), dated December 21, 2010 (effective January 1, 2010).*10-K001-1578710.48February 25, 2016
10.20.4Amendment Number 3 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, 2008), dated December 19, 2012 (effective January 1, 2012 and January 1, 2013).*10-K001-1578710.75February 27, 2013
10.20.5Amendment Number 4 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, 2008), dated December 17, 2013 (effective July 1, 2013 and January 1, 2014).*10-K001-1578710.77February 27, 2014
10.20.6Amendment Number 5 to the Metropolitan Life Auxiliary Savings and Investment Plan (Amended and Restated Effective January 1, 2008), dated March 5, 2018 (effective March 15, 2018).*10-Q001-1578710.8May 8, 2018
10.20.7Amendment Number 6 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008, formerly referred to as the “Metropolitan Life Auxiliary Savings and Investment Plan” until March 15, 2018), dated December 23, 2020 (effective January 1, 2020).*10-K001-1578710.24.7February 18, 2022
10.20.8Amendment Number 7 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008), dated April 7, 2021 (effective April 7, 2021).*10-K001-1578710.24.8February 18, 2022
10.20.9Amendment Number 8 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008), dated November 20, 2023 (effective December 1, 2023).*10-K001-1578710.24.9February 16, 2024
10.20.10Amendment Number 9 to the MetLife Auxiliary Match Plan (Amended and Restated Effective January 1, 2008), dated May 17, 2024 (effective April 1, 2024).*X
10.21.1MetLife Deferred Compensation Plan for Officers, as amended and restated, effective November 1, 2003.*10-K001-1578710.78February 27, 2014
10.21.2Amendment Number One to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003), dated May 4, 2005.*10-K001-1578710.52February 25, 2016
10.21.3Amendment Number Two to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003, effective December 14, 2005).*10-K001-1578710.53February 25, 2016
10.21.4Amendment Number Three to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003, effective February 26, 2007).*10-K001-1578710.45March 1, 2017
10.22.1MetLife Leadership Deferred Compensation Plan, dated November 2, 2006 (as amended and restated, effective with respect to salary and cash incentive compensation, January 1, 2005, and with respect to stock compensation, April 15, 2005).*10-K001-1578710.46March 1, 2017
10.22.2Amendment Number One to the MetLife Leadership Deferred Compensation Plan, dated December 13, 2007 (effective as of December 31, 2007).*10-K001-1578710.81February 27, 2013
10.22.3Amendment Number Two to the MetLife Leadership Deferred Compensation Plan, dated December 11, 2008 (effective December 31, 2008).*10-K001-1578710.84February 27, 2014
10.22.4Amendment Number Three to the MetLife Leadership Deferred Compensation Plan, dated December 11, 2009 (effective January 1, 2010).*10-K001-1578710.85February 27, 2015
10.22.5Amendment Number Four to the MetLife Leadership Deferred Compensation Plan, dated December 11, 2009 (effective December 31, 2009).*10-K001-1578710.86February 27, 2015
10.22.6Amendment Number Five to the MetLife Leadership Deferred Compensation Plan, dated December 16, 2010 (effective January 1, 2011).*10-K001-1578710.60February 25, 2016

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.22.7Amendment Number Six to the MetLife Leadership Deferred Compensation Plan, dated December 27, 2011 (effective January 1, 2011).*10-K001-1578710.52March 1, 2017
10.22.8Amendment Number Seven to the MetLife Leadership Deferred Compensation Plan, dated December 26, 2012 (effective January 1, 2013).*10-K001-1578710.53March 1, 2017
10.22.9Amendment Number Eight to the MetLife Leadership Deferred Compensation Plan, dated December 17, 2013 (effective January 1, 2014).*10-K001-1578710.54March 1, 2017
10.22.10Amendment Number Nine to the MetLife Leadership Deferred Compensation Plan, dated December 30, 2014 (effective January 1, 2015).*10-K001-1578710.88February 27, 2015
10.22.11Amendment Number Ten to the MetLife Leadership Deferred Compensation Plan, dated September 30, 2016 (effective October 1, 2016).*10-K001-1578710.56March 1, 2017
10.22.12Amendment Number Eleven to the MetLife Leadership Deferred Compensation Plan, dated September 30, 2016 (effective October 1, 2016).*10-K001-1578710.57March 1, 2017
10.22.13Amendment Number Twelve to the MetLife Leadership Deferred Compensation Plan, dated December 19, 2017 (effective January 1, 2017 and April 1, 2017).*10-K001-1578710.29.13February 22, 2019
10.22.14Amendment Number Thirteen to the MetLife Leadership Deferred Compensation Plan, dated December 4, 2018 (effective January 1, 2019).*10-K001-1578710.29.14February 22, 2019
10.22.15Amendment Number Fourteen to the MetLife Leadership Deferred Compensation Plan, dated April 7, 2021 (effective April 7, 2021).*10-K001-1578710.26.15February 18, 2022
10.22.16Amendment Number Fifteen to the MetLife Leadership Deferred Compensation Plan, dated May 17, 2024 (effective April 1, 2024).*X
10.23MetLife Plan for Transition Assistance for Grades 14 and Above, dated November 22, 2023 (as amended and restated, effective November 1, 2023).*10-K001-1578710.27.1February 16, 2024
10.24.1Adjustment of certain compensation terms for Michel Khalaf, effective July 1, 2012.*10-Q001-1578710.2November 7, 2012
10.24.2Tax Equalization Agreement dated June 10, 2015 between MetLife, Inc. and Michel Khalaf.*10-Q001-1578710.1August 6, 2015
10.24.3Offer Letter, dated March 25, 2009, between American Life Insurance Company and Michel Khalaf.*10-K001-1578710.2March 1, 2017
10.24.4Letter of Understanding, dated June 15, 2017, effective July 1, 2017, with Michel Khalaf.*10-Q001-1578710.3November 6, 2017
10.24.5MetLife, Inc. and Metropolitan Life Insurance Company Compensation Committee and Board of Directors Resolutions of June 13, 2017 approving Michel Khalaf’s eligibility to participate in the MetLife Deferred Compensation Plan For Globally Mobile Employees.*10-Q001-1578710.5November 6, 2017
10.24.6Amendment Number 1 to Letter of Understanding, Dated February 26, 2019, Effective February 27, 2019, with Michel Khalaf.*8-K001-1578710.1March 5, 2019
10.24.7Confirmation of End of Employment and Waiver and Release of Claims, Effective March 4, 2019, with Michel Khalaf.*8-K001-1578710.2March 5, 2019
10.25Sign-on Payments Letter, dated June 14, 2017, effective September 11, 2017, between MetLife Group, Inc. and Ramy Tadros.*10-Q001-1578710.2November 6, 2017
10.26Letter Agreement entered May 4, 2018 between MetLife, Inc. and John McCallion.*8-K001-1578710.1May 7, 2018

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.27Sign-on Payments Letter, dated August 14, 2019, effective November 19, 2019, between MetLife Group, Inc. and Bill Pappas.*10-K001-1578710.35February 21, 2020
10.28Sign-on Payments Letter, dated May 16, 2024, effective August 1, 2024, between MetLife Group, Inc. and Shurawl M. Sibblies.*10-Q001-1578710.1November 1, 2024
10.29MetLife, Inc. 2025 Stock and Incentive Compensation Plan, effective January 1, 2025 (the “2025 SIC Plan”).*8-K001-1578710.1June 24, 2024
10.30Form of Performance Share Agreement under the 2025 SIC Plan, effective January 1, 2025.*X
10.31Form of Performance Unit Agreement under the 2025 SIC Plan, effective January 1, 2025.*X
10.32Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*X
10.33Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025 (March Expiration).*X
10.34Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction) under the 2025 SIC Plan, effective January 1, 2025.*X
10.35Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*X
10.36Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025 (March Expiration).*X
10.37Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction) under the 2025 SIC Plan, effective January 1, 2025.*X
10.38Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*X
10.39Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2025 SIC Plan, effective January 1, 2025.*X
10.40Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2025 SIC Plan, effective January 1, 2025.*X
10.41Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*X
10.42Award Agreement Supplement under the 2025 SIC Plan, effective January 1, 2025.*X
10.43Award Agreement Supplement under the 2025 SIC Plan (65), effective January 1, 2025.*X
10.44MetLife Annual Variable Incentive Plan, effective January 1, 2025.*8-K001-1578710.2June 24, 2024
19.1MetLife Insider Trading Policy.X
21.1Subsidiaries of the Registrant.X
23.1Consent of Deloitte & Touche LLP.X
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X

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Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97.1MetLife Policy for the Recoupment of Erroneously Awarded Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (effective December 1, 2023).*10-K001-1578797.1February 16, 2024
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).X

  • Indicates management contracts or compensatory plans or arrangements.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 20, 2025

METLIFE, INC.
By/s/ Michel A. Khalaf
Name: Michel A. Khalaf
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Cheryl W. GriséDirectorFebruary 20, 2025
Cheryl W. Grisé
/s/ Carlos M. GutierrezDirectorFebruary 20, 2025
Carlos M. Gutierrez
/s/ Carla A. HarrisDirectorFebruary 20, 2025
Carla A. Harris
/s/ Laura J. HayDirectorFebruary 20, 2025
Laura J. Hay
/s/ David L. HerzogDirectorFebruary 20, 2025
David L. Herzog
/s/ R. Glenn HubbardChairman of the BoardFebruary 20, 2025
R. Glenn Hubbard
/s/ Jeh C. JohnsonDirectorFebruary 20, 2025
Jeh C. Johnson
/s/ Edward J. Kelly, IIIDirectorFebruary 20, 2025
Edward J. Kelly, III
/s/ William E. KennardDirectorFebruary 20, 2025
William E. Kennard
/s/ Diana L. McKenzieDirectorFebruary 20, 2025
Diana L. McKenzie
/s/ Denise M. MorrisonDirectorFebruary 20, 2025
Denise M. Morrison
/s/ Mark A. WeinbergerDirectorFebruary 20, 2025
Mark A. Weinberger

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SignatureTitleDate
/s/ Michel A. KhalafPresident, Chief Executive Officer and Director (Principal Executive Officer)
Michel A. KhalafFebruary 20, 2025
/s/ John D. McCallionExecutive Vice President and Chief Financial Officer (Principal Financial Officer)
John D. McCallionFebruary 20, 2025
/s/ Tamara L. SchockExecutive Vice President and Chief Accounting Officer (Principal Accounting Officer)
Tamara L. SchockFebruary 20, 2025

Previous: Item 15. Exhibits and Financial Statement Schedules