MetLife 10-Q 2022-06-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

(Mark One)

☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-15787

_____________________________________

MetLife, Inc.

(Exact name of registrant as specified in its charter)

Delaware												13-4075851
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification No.)
200 Park Avenue,			New York,			NY						10166-0188
(Address of principal executive offices)												(Zip Code)

(212) 578-9500

**(**Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01			MET			New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01			MET PRA			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E			MET PRE			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F			MET PRF			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☑			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At July 29, 2022, 797,614,319 shares of the registrant’s common stock were outstanding.

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						Page
Part I — Financial Information
Item 1.			Financial Statements (Unaudited) (at June 30, 2022 and December 31, 2021 and for the Three Months and Six Months Ended June 30, 2022 and 2021)
			Interim Condensed Consolidated Balance Sheets			4
			Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			5
			Interim Condensed Consolidated Statements of Equity			6
			Interim Condensed Consolidated Statements of Cash Flows			7
			Notes to the Interim Condensed Consolidated Financial Statements:
			Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies			8
			Note 2 — Segment Information			12
			Note 3 — Dispositions			19
			Note 4 — Insurance			20
			Note 5 — Closed Block			22
			Note 6 — Investments			25
			Note 7 — Derivatives			41
			Note 8 — Fair Value			53
			Note 9 — Equity			70
			Note 10 — Other Revenues and Other Expenses			75
			Note 11 — Employee Benefit Plans			76
			Note 12 — Income Tax			76
			Note 13 — Earnings Per Common Share			77
			Note 14 — Contingencies, Commitments and Guarantees			77
			Note 15 — Subsequent Events			81
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			82
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			149
Item 4.			Controls and Procedures			150
Part II — Other Information
Item 1.			Legal Proceedings			151
Item 1A.			Risk Factors			151
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			151
Item 6.			Exhibits			152
Signatures						153

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As used in this Form 10‑Q, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “will,” “would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. 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.

Many factors determine Company results, and they involve unpredictable risks and uncertainties. Our forward-looking statements depend on our assumptions, our expectations, and our understanding of the economic environment, but they may be inaccurate and may change. We do not guarantee any future performance. Our results could differ materially from those we express or imply in forward-looking statements. The risks, uncertainties and other factors, including those relating to the COVID-19 pandemic, identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. These factors include:

(1) economic condition difficulties, including risks relating to public health, interest rates, credit spreads, equity, real estate, obligors and counterparties, currency exchange rates, derivatives, and terrorism and security;

(2) global capital and credit market adversity;

(3) credit facility inaccessibility;

(4) financial strength or credit ratings downgrades;

(5) unavailability, unaffordability, or inadequate reinsurance;

(6) statutory life insurance reserve financing costs or limited market capacity;

(7) legal, regulatory, and supervisory and enforcement policy changes;

(8) changes in tax rates, tax laws or interpretations;

(9) litigation and regulatory investigations;

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

(11) unsuccessful efforts to meet all environmental, social, and governance standards or to enhance our sustainability;

(12) MetLife, Inc.’s inability to pay dividends and repurchase common stock;

(13) MetLife, Inc.’s subsidiaries’ inability to pay it dividends;

(14) investment defaults, downgrades, or volatility;

(15) investment sales or lending difficulties;

(16) collateral or derivative-related payments;

(17) investment valuations, allowances, or impairments changes;

(18) claims or other results that differ from our estimates, assumptions, or models;

(19) global political, legal, or operational risks;

(20) business competition;

(21) technological changes;

(22) catastrophes;

(23) climate changes or responses to it;

(24) deficiencies in our closed block;

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

(26) acceleration of amortization of deferred policy acquisition costs, deferred sales inducements, value of business acquired, value of distribution agreements acquired or value of customer relationships acquired;

(27) product guarantee volatility, costs, and counterparty risks;

(28) risk management failures;

(29) insufficient protection from operational risks;

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

(31) accounting standards changes;

(32) excessive risk-taking;

(33) marketing and distribution difficulties;

(34) pension and other postretirement benefit assumption changes;

(35) inability to protect our intellectual property or avoid infringement claims;

(36) acquisition, integration, growth, disposition, or reorganization difficulties;

(37) Brighthouse Financial, Inc. separation risks;

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

(39) legal- and corporate governance-related effects on business combinations.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the U.S. Securities and Exchange Commission.

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Corporate Information

We encourage investors and others to frequently visit our website (www.metlife.com), including our Investor Relations web pages (https://investor.metlife.com). We announce significant financial and other information to our investors and the public on the Investor Relations web pages, as well as in U.S. Securities and Exchange Commission filings, in news releases, public conference calls and webcasts, fact sheets and other documents and media. The information found on our website, including MetLife’s Sustainability Report, is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we submit to the U.S. Securities and Exchange Commission, and any references to our website are intended to be inactive textual references only.

Note Regarding Reliance on Statements in Our Contracts

See “Exhibits — Note Regarding Reliance on Statements in Our Contracts” for information regarding agreements included as exhibits to this Quarterly Report on Form 10-Q.

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Part I — Financial Information

MetLife, Inc.

Interim Condensed Consolidated Balance Sheets

June 30, 2022 and December 31, 2021 (Unaudited)

(In millions, except share and per share data)

						June 30, 2022						December 31, 2021
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $299,532 and $310,884, respectively; allowance for credit loss of $261 and $91, respectively)						$	284,178					$	340,274
Equity securities, at estimated fair value						1,085						1,269
Contractholder-directed equity securities and fair value option securities, at estimated fair value						9,875						12,142
Mortgage loans (net of allowance for credit loss of $486 and $634, respectively; includes $109 and $127, respectively, under the fair value option and $24 and $0, respectively, of mortgage loans held-for-sale)						82,055						79,353
Policy loans						8,876						9,111
Real estate and real estate joint ventures (includes $309 and $240, respectively, under the fair value option and $0 and $175, respectively, of real estate held-for-sale)						12,376						12,216
Other limited partnership interests						14,636						14,625
Short-term investments, principally at estimated fair value						3,043						7,176
Other invested assets (includes $1,849 and $1,930, respectively, of leveraged and direct financing leases; $343 and $351, respectively, relating to variable interest entities and allowance for credit loss of $33 and $40, respectively)						19,901						18,655
Total investments						436,025						494,821
Cash and cash equivalents, principally at estimated fair value						20,548						20,047
Accrued investment income						3,154						3,185
Premiums, reinsurance and other receivables						17,769						17,149
Deferred policy acquisition costs and value of business acquired						20,248						16,061
Current income tax recoverable						274						184
Goodwill						9,151						9,535
Assets held-for-sale						—						7,238
Other assets						11,895						11,615
Separate account assets						143,829						179,873
Total assets						$	662,893					$	759,708
Liabilities and Equity
Liabilities
Future policy benefits						$	193,474					$	199,721
Policyholder account balances						200,580						203,473
Other policy-related balances						19,284						17,751
Policyholder dividends payable						457						478
Policyholder dividend obligation						—						1,682
Payables for collateral under securities loaned and other transactions						23,819						31,920
Short-term debt						196						341
Long-term debt						13,677						13,933
Collateral financing arrangement						741						766
Junior subordinated debt securities						3,157						3,156
Deferred income tax liability						1,301						9,693
Liabilities held-for-sale						—						6,634
Other liabilities						25,011						22,538
Separate account liabilities						143,829						179,873
Total liabilities						625,526						691,959
Contingencies, Commitments and Guarantees (Note 14)
Equity
MetLife, Inc.’s stockholders’ equity:
Preferred stock, par value $0.01 per share; $3,905 and $3,905 aggregate liquidation preference, respectively						—						—
Common stock, par value $0.01 per share; 3,000,000,000 shares authorized; 1,189,520,578 and 1,186,540,473 shares issued, respectively; 797,580,831 and 825,540,267 shares outstanding, respectively						12						12
Additional paid-in capital						33,548						33,511
Retained earnings						41,101						41,197
Treasury stock, at cost; 391,939,747 and 361,000,206 shares, respectively						(20,188)						(18,157)
Accumulated other comprehensive income (loss)						(17,372)						10,919
Total MetLife, Inc.’s stockholders’ equity						37,101						67,482
Noncontrolling interests						266						267
Total equity						37,367						67,749
Total liabilities and equity						$	662,893					$	759,708

See accompanying notes to the interim condensed consolidated financial statements.

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MetLife, Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months and Six Months Ended June 30, 2022 and 2021 (Unaudited)

(In millions, except per share data)

						Three Months Ended June 30,												Six Months Ended June 30,
						2022						2021						2022						2021
Revenues
Premiums						$	11,721					$	9,132					$	22,492					$	19,459
Universal life and investment-type product policy fees						1,516						1,422						2,934						2,813
Net investment income						3,583						5,280						7,867						10,594
Other revenues						616						664						1,276						1,295
Net investment gains (losses)						(685)						1,605						(1,203)						1,739
Net derivative gains (losses)						(1,195)						421						(2,054)						(1,814)
Total revenues						15,556						18,524						31,312						34,086
Expenses
Policyholder benefits

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Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

			Page
Forward-Looking Statements and Other Financial Information			83
Executive Summary			83
Industry Trends			86
Summary of Critical Accounting Estimates			89
Acquisitions and Dispositions			89
Results of Operations			91
Investments			114
Derivatives			127
Policyholder Liabilities			130
Liquidity and Capital Resources			137
Adopted Accounting Pronouncements			146
Future Adoption of Accounting Pronouncements			146
Non-GAAP and Other Financial Disclosures			146
Risk Management			148
Subsequent Events			148

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Forward-Looking Statements and Other Financial Information

For purposes of this discussion, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates. This discussion should be read in conjunction with MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”), the cautionary language regarding forward-looking statements included below, the “Risk Factors” set forth in Part II, Item 1A, and the additional risk factors referred to therein, “Quantitative and Qualitative Disclosures About Market Risk” and the Company’s interim condensed consolidated financial statements included elsewhere herein.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Note Regarding Forward-Looking Statements” for cautionary language regarding forward-looking statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes references to our performance measures, adjusted earnings and adjusted earnings available to common shareholders, that are not based on accounting principles generally accepted in the United States of America (“GAAP”). See “— Non-GAAP and Other Financial Disclosures” for definitions and a discussion of these and other financial measures, and “— Results of Operations” and “— Investments” for reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP measures.

Executive Summary

Overview

MetLife is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management. MetLife is organized into five segments: U.S.; Asia; Latin America; Europe, the Middle East and Africa (“EMEA”); and MetLife Holdings. In addition, the Company reports certain of its results of operations in Corporate & Other. See Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements for further information on the Company’s segments and Corporate & Other.

COVID-19 Pandemic

We continue to closely monitor developments relating to the COVID-19 pandemic and assess its impact on our business. The COVID-19 pandemic continues to impact the global economy and financial markets and has caused volatility in the global equity, credit and real estate markets. See “— Industry Trends — Financial and Economic Environment.” We have implemented risk management and business continuity plans and taken preventive measures and other precautions, such as employee business travel restrictions and remote work arrangements which, to date, have enabled us to maintain our critical business processes, customer service levels, relationships with key vendors, financial reporting systems, internal control over financial reporting and disclosure controls and procedures.

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

Current Period Highlights

During the three months ended June 30, 2022, adjusted premiums, fees and other revenues, net of foreign currency fluctuations, increased compared to the prior period driven by growth in our U.S. segment, primarily in our Retirement and Income Solutions (“RIS”) business. Equity market returns had a less favorable impact on our private equity funds and hedge funds compared to the prior period and resulted in lower investment yields, however, positive net flows drove an increase in our investment portfolio. Changes in long-term interest rates drove an unfavorable change in net derivative gains (losses). Current period results include net investment losses versus gains in the prior period, which included the gain on the sale of Metropolitan Property and Casualty Insurance Company and certain of its wholly-owned subsidiaries (collectively, “MetLife P&C”). Underwriting experience was favorable and reflected a decline in COVID-19 related claims. In addition, the current period includes the favorable impact from a reinsurance settlement and the prior period included the release of a legal reserve.

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The following represents segment level results and percentage contributions to total segment level adjusted earnings available to common shareholders for the three months ended June 30, 2022:

---

(1)Excludes Corporate & Other adjusted loss available to common shareholders of $243 million.

(2)Consistent with GAAP guidance for segment reporting, adjusted earnings is our GAAP measure of segment performance. For additional information, see Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements.

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Three Months Ended June 30, 2022 Compared with the Three Months Ended June 30, 2021

												Consolidated Results - Highlights

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We regularly analyze our exposure to interest rate, equity market price and foreign currency exchange rate risks. As a result of that analysis, we have determined that the estimated fair values of certain assets and liabilities are materially exposed to changes in interest rates, foreign currency exchange rates and changes in the equity markets. We have exposure to such market risks through our insurance operations and investment activities. We use a variety of strategies to manage these risks, including the use of derivatives. A description of our market risk exposures may be found under “Quantitative and Qualitative Disclosures About Market Risk” included in the 2021 Annual Report. Further, our exposure to these market risks is expected to remain elevated due to the COVID-19 pandemic. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Summary — COVID-19 Pandemic.”

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Management, with the participation of the Chief Executive Officer (“CEO”) and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective.

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

See Note 14 of the Notes to the Interim Condensed Consolidated Financial Statements.

Certain factors that may affect the Company’s business or operations are described under “Risk Factors” in Part I, Item 1A, of the 2021 Annual Report. There have been no material changes to our risk factors from the risk factors previously disclosed in the 2021 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended June 30, 2022 are set forth below:

Period						Total Number of Shares Purchased (1)						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 1 — April 30, 2022						1,652,938						$	70.58					1,652,938						$	475,046,250
May 1 — May 31, 2022						7,035,408						$	63.90					7,035,408						$	3,025,471,177
June 1 — June 30, 2022						8,629,772						$	63.78					8,629,772						$	2,475,053,649
Total						17,318,118												17,318,118

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(1)During the periods April 1 — April 30, 2022, May 1 — May 31, 2022 and June 1 — June 30, 2022, 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 2022, MetLife, Inc. announced that its Board of Directors authorized $3.0 billion of common stock repurchases. At June 30, 2022, MetLife, Inc. had $2.5 billion of common stock repurchases remaining under the authorization. For more information on common stock repurchases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Liquidity and Capital Uses — Common Stock Repurchases” and Note 9 of the Notes to the Interim Condensed Consolidated Financial Statements. See also “Risk Factors — Capital Risks — We May Not be Able to Pay Dividends or Repurchase Our Stock Due to Legal and Regulatory Restrictions or Cash Buffer Needs” included in the 2021 Annual Report.

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(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q and MetLife, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at www.sec.gov.)

												Incorporated by Reference
Exhibit No.						Description						Form						File Number						Exhibit						Filing Date						Filed or Furnished Herewith
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																														X
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																														X
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																														X
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																														X
101.SCH						Inline XBRL Taxonomy Extension Schema Document.																														X
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document																														X
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document																														X
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document																														X
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.																														X
101.INS						XBRL 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
104						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).																														X

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Signatures

Pursuant to the requirements 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.

METLIFE, INC.
By:						/s/ Tamara L. Schock
						Name: Tamara L. Schock Title: Executive Vice President and Chief Accounting Officer (Authorized Signatory and Principal Accounting Officer)

Date: August 4, 2022