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1、2023 Annual ReportUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2023 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES

2、 EXCHANGE ACT OF 1934For 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 ofincorporation or organization)(I.R.S.EmployerIdentification No.)200 Park Avenue,New York,NY 1016

3、6-0188(Address of principal executive offices)(Zip Code)(212)578-9500(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par value$0.01METNew York Stock E

4、xchangeFloating Rate Non-Cumulative Preferred Stock,Series A,par value$0.01MET PRANew York Stock ExchangeDepositary Shares,each representing a 1/1,000th interest in a share of 5.625%Non-Cumulative Preferred Stock,Series EMET PRENew York Stock ExchangeDepositary Shares,each representing a 1/1,000th i

5、nterest in a share of 4.75%Non-Cumulative Preferred Stock,Series FMET PRFNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:5.875%Fixed-to-Floating Rate Non-Cumulative Preferred Stock,Series D,par value$0.01 3.850%Fixed Rate Reset Non-Cumulative Preferred Stock,Series G

6、,par value$0.01 Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate by check mark whether the re

7、gistrant:(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

8、.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

9、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“eme

10、rging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filer Smaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for compl

11、ying 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting un

12、der Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the fil

13、ing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant

14、recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30,2023 was approximat

15、ely$42.8 billion.At February 8,2024,723,020,313 shares of the registrants common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPart III of this Form 10-K incorporates by reference certain information from the registrants definitive proxy statement for the Annual Meeting of Shareholders t

16、o be held on June 18,2024,to be filed by the registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31,2023.Table of ContentsPagePart IItem 1.Business4Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments42Item 1C.Cyb

17、ersecurity43Item 2.Properties44Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures44Part IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities45Item 6.Reserved46Item 7.Managements Discussion and Analysis of Financial Condition and Re

18、sults of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk124Item 8.Financial Statements and Supplementary Data129Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure330Item 9A.Controls and Procedures330Item 9B.Other Information332I

19、tem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections332Part IIIItem 10.Directors,Executive Officers and Corporate Governance332Item 11.Executive Compensation333Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters333Item 13.Certa

20、in Relationships and Related Transactions,and Director Independence336Item 14.Principal Accountant Fees and Services337Part IVItem 15.Exhibits and Financial Statement Schedules338Item 16.Form 10-K Summary338Exhibit Index339Signatures348As used in this Form 10-K,“MetLife,”the“Company,”“we,”“our”and“u

21、s”refer to MetLife,Inc.,a Delaware corporation incorporated in 1999,its subsidiaries and affiliates.Note Regarding Forward-Looking StatementsThis Annual Report on Form 10-K,including Managements Discussion and Analysis of Financial Condition and Results of Operations,may contain or incorporate by re

22、ference 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

23、 and terms such as“anticipate,”“are confident,”“assume,”“believe,”“continue,”“could,”“estimate,”“expect,”“if,”“intend,”“likely,”“may,”“plan,”“potential,”“project,”“should,”“will,”“would”and other words and terms of similar meaning or that are otherwise tied to future periods or future performance,in

24、 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

25、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 chan

26、ge.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 identified in MetLife,Inc.s filings with the U.S.Securities and Exchange Commission,and others,may cause such diffe

27、rences.These factors include:(1)economic condition difficulties,including risks relating to interest rates,credit spreads,declining equity or debt markets,real estate,obligors and counterparties,government default,currency exchange rates,derivatives,climate change,publichealth and terrorism and secu

28、rity;(2)global capital and credit market adversity;(3)credit facility inaccessibility;(4)financial strength or credit ratings downgrades;(5)unavailability,unaffordability,or inadequate reinsurance,including reinsurance risks that arise from reinsurers creditrisk,and the potential shortfall or failur

29、e of risk mitigants to protect against such risks;(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)unsu

30、ccessful efforts to meet all environmental,social,and governance standards or to enhance our sustainability;(11)MetLife,Inc.s inability to pay dividends and repurchase common stock;(12)MetLife,Inc.s subsidiaries inability to pay dividends to MetLife,Inc.;(13)investment defaults,downgrades,or volatil

31、ity;(14)investment sales or lending difficulties;(15)collateral or derivative-related payments;(16)investment valuations,allowances,or impairments changes;(17)claims or other results that differ from our estimates,assumptions,or models;(18)global political,legal,or operational risks;(19)business com

32、petition;(20)technological changes;(21)catastrophes;(22)climate changes or responses to it;Table of Contents2(23)deficiencies in our closed block;(24)goodwill or other asset impairment,or deferred income tax asset allowance;(25)impairment of value of business acquired,value of distribution agreement

33、s acquired or value of customer relationshipsacquired;(26)product guarantee volatility,costs,and counterparty risks;(27)risk management failures;(28)insufficient protection from operational risks;(29)failure to protect confidentiality and integrity of data or other cybersecurity or disaster recovery

34、 failures;(30)accounting standards changes;(31)excessive risk-taking;(32)marketing and distribution difficulties;(33)pension and other postretirement benefit assumption changes;(34)inability to protect our intellectual property or avoid infringement claims;(35)acquisition,integration,growth,disposit

35、ion,or reorganization difficulties;(36)Brighthouse Financial,Inc.separation risks;(37)MetLife,Inc.s Board of Directors influence over the outcome of stockholder votes through the voting provisions of theMetLife Policyholder Trust;and(38)legal-and corporate governance-related effects on business comb

36、inations.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

37、 the U.S.Securities and Exchange Commission.Note Regarding Reliance on Statements in Our ContractsSee“Exhibit Index Note Regarding Reliance on Statements in Our Contracts”for information regarding agreements included as exhibits to this Annual Report on Form 10-K.Table of Contents3Part IItem 1.Busin

38、essIndex to BusinessPageBusiness Overview&Strategy5Segments and Corporate&Other6Policyholder Liabilities10Underwriting and Pricing11Reinsurance Activity12Regulation12Competition25Human Capital Resources26Information About Our Executive Officers27Trademarks28Available Information28Table of Contents4B

39、usiness Overview&StrategyAs used in this Form 10-K,“MetLife,”the“Company,”“we,”“our”and“us”refer to MetLife,Inc.,a Delaware corporation incorporated in 1999,its subsidiaries and affiliates.MetLife is one of the worlds leading financial services companies,providing insurance,annuities,employee benefi

40、ts and asset management.We hold leading market positions in the United States(“U.S.”),Japan,Latin America,Asia,Europe and the Middle East.We are also one of the largest institutional investors in the U.S.with a general account portfolio invested primarily in fixed income securities(corporate,structu

41、red products,municipals,and government and agency)and mortgage loans,as well as real estate,real estate joint ventures,other limited partnerships and equity securities.Our well-recognized brand,globally diversified and market-leading businesses,competitive and innovative product offerings and financ

42、ial 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:FocusGenerate strong free cash flow by deploying capital and resources to the highest value opportu

43、nities.SimplifySimplify our business to deliver operational efficiency and an outstanding customer experience.DifferentiateDrive competitive advantage through our brand,scale,talent,and innovation.In the fourth quarter of 2023,MetLife reorganized from five segments into the following six segments to

44、 reflect changes in managements responsibilities:Group Benefits;Retirement and Income Solutions(“RIS”);Asia;Latin America;Europe,the Middle East and Africa(“EMEA”);and MetLife Holdings.The Group Benefits and RIS businesses were previously reported as the U.S.segment.In addition,the Company continues

45、 to report certain of its results of operations in Corporate&Other.See“Segments and Corporate&Other”and Note 2 of the Notes to the Consolidated Financial Statements for further information on the Companys segments and Corporate&Other.MetLifeGroup BenefitsRISAsiaLatin AmericaEMEAMetLife HoldingsTable

46、 of Contents5Segments and Corporate&Other We offer a broad range of products and services aimed at serving the financial needs of our customers.We sell these products to corporations and other institutions(including local,state and federal governments)and their respective employees,as well as indivi

47、duals.Group BenefitsWe have built a leading position in the U.S.group insurance market through long-standing relationships with many of the largest employers in the U.S.Our Group Benefits segment,based in the U.S.,offers life insurance,dental,group short-and long-term disability,individual disabilit

48、y,accidental death and dismemberment(“AD&D”)insurance,vision,and accident&health insurance,as well as prepaid legal plans and pet insurance.We also sell administrative services-only(“ASO”)arrangements to some employers.We distribute Group Benefits products and services through a sales force primaril

49、y comprised of MetLife employees that is segmented by the size of the target customer.Account executives sell either directly to corporate and other group customers or through an intermediary,such as a broker or consultant.Employers have been emphasizing voluntary products and,as a result,we have in

50、creased our focus on communicating and marketing to employees in order to further foster sales of those products.We have entered into several operating joint ventures and other arrangements with third parties to expand opportunities to market and distribute Group Benefits products and services.We al

51、so sell Group Benefits products and services through sponsoring associations and affinity groups and provide life,dental,accident&health,and vision coverage to certain employees of the U.S.Government.We have longstanding relationships with these employees and continue to cultivate and expand them th

52、rough additional product offerings.Our Group Benefits segment quarterly claims experience may vary,as seasonal illnesses effect mortality and morbidity,and due to utilization rate fluctuation in our non-medical health businesses.Annual benefit renewal implementation,enrollment,and marketing costs no

53、rmally elevate expenses for the Group Benefits segment in the fourth quarter.Major ProductsTerm Life InsuranceA guaranteed benefit upon the death of the insured for a specified time period in return for the periodic payment of premiums.Premiums may be guaranteed at a level amount for the coverage pe

54、riod or may be non-level and non-guaranteed.Term contracts expire without value at the end of the coverage period when the insured party is still living.Variable Life InsuranceInsurance coverage through a contract that gives the policyholder flexibility in investment choices and,depending on the pro

55、duct,in premium payments and coverage amounts,with certain guarantees.Premiums and account balances can be directed by the policyholder into a variety of separate account investment options or directed to the Companys general account.In the separate account investment options,the policyholder bears

56、the entire risk of the investment results.With some products,by maintaining certain premium level,policyholders may have the advantage of various guarantees that may protect the death benefit from adverse investment experience.Universal Life Insurance Insurance coverage on the same basis as variable

57、 life,except that premiums,and the resulting accumulated balances,are allocated only to the Companys general account.With some products,by maintaining a certain premium level,policyholders may have the advantage of various guarantees that may protect the death benefit from adverse investment experie

58、nce.Dental Insurance and ASO arrangements that assist employees,retirees and their families in maintaining oral health while reducing out-of-pocket expenses.Disability Insurance and ASO arrangements for groups and individuals to provide benefits for income replacement,payment of business overhead ex

59、penses or mortgage protection,in the event of the disability of the insured.Accident&Health InsuranceAccident,critical illness or hospital indemnity coverage to the insured.Vision Insurance,ASO arrangements,and managed eye health and vision care solutions to assist employees,retirees and their famil

60、ies in maintaining vision health while reducing out-of-pocket expenses.Offered to commercial groups,individuals,health plans and government sponsored programs through a nationwide provider network,retail optical chains and online eyewear providers.Table of Contents6Retirement and Income SolutionsOur

61、 RIS segment,based in the U.S.,provides funding and financing solutions that help institutional customers mitigate and manage liabilities primarily associated with their employee benefit programs using a spectrum of life and annuity-based insurance and investment products.We distribute RIS products

62、and services through dedicated sales teams and relationship managers primarily comprised of MetLife employees.We may sell products directly to benefit plan sponsors and advisors or through brokers,consultants or other intermediaries.In addition,these sales professionals work with individual,group an

63、d global distribution areas to better reach and service customers,brokers,consultants and other intermediaries.Major ProductsStable Value Products General account guaranteed interest contracts(“GICs”)are designed to provide stable value investment options within tax-qualified defined contribution pl

64、ans by offering a fixed maturity investment with a guarantee of liquidity at contract value for participant transactions.Separate account GICs are available to defined contribution plan sponsors by offering market value returns on separate account investments with a general account guarantee that pl

65、an participants will always be able to transact in their accounts at contract value.Synthetic GICs or“wraps”are contracts available only to the sponsor of a participant-directed defined contribution plan.The contract“wraps”a portfolio of investments owned by the plan to provide a guarantee that plan

66、 participants will always be able to transact in their accounts at contract value.Generally,a wrap contract means that participants will not experience negative returns.Private floating rate funding agreements are generally privately-placed,unregistered investment contracts issued as general account

67、 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.AnnuitiesPension Risk TransfersGeneral account and separate account an

68、nuities are offered in connection with defined benefit pension plans which include single premium buyouts allowing for full or partial transfers of pension liabilities.General account annuities include non-participating group contract benefits purchased for retired or active employees covered under

69、terminating or ongoing pension plans.Separate account annuities include both participating and non-participating group contract benefits.Participating contract benefits are purchased for retired,terminated,or active employees covered under active or terminated pension plans.The assets supporting the

70、 guaranteed benefits for each contract are held in a separate account,however,the Company fully guarantees all benefit payments.Non-participating contracts have economic features similar to our general account product,but offer the added protection of an insulated separate account.Under accounting p

71、rinciples generally accepted in the United States of America(“GAAP”),these annuity contracts are treated as general account products.Institutional Income AnnuitiesGeneral account contracts that are guaranteed payout annuities purchased for employees upon retirement or termination of employment.Contr

72、acts can be life or non-life contingent non-participating contracts which do not provide for any loan or cash surrender value and,with few exceptions,do not permit future considerations.Structured SettlementsCustomized annuities designed to serve as an alternative to a lump sum payment in a lawsuit

73、initiated because of personal injury,wrongful death,or a workers compensation claim or other claim for damages.Surrenders are generally not allowed,although commutations are permitted in certain circumstances.Guaranteed payments consist of life contingent annuities,term certain annuities and lump su

74、ms.Table of Contents7Risk SolutionsLongevity Reinsurance SolutionsLongevity reinsurance is a risk mitigation solution for United Kingdom(“U.K.”)pension plan sponsors and U.K.insurance companies that write pension risk transfer business,converting uncertain future pension benefit obligations into a f

75、ixed stream of payments to MetLife over the duration of the contract as opposed to a lump sum at inception in typical pension risk transfer transactions.Benefit Funding SolutionsSpecialized life insurance products and funding agreements designed specifically to provide solutions for funding postreti

76、rement benefits and company-,bank-or trust-owned life insurance used to finance nonqualified benefit programs for executives.Capital Markets Investment Products Funding agreement-backed notes are offered in medium term note programs,under which funding agreements are issued to special-purpose trusts

77、 that issue marketable notes in U.S.dollars or foreign currencies.The proceeds of these note issuances are used to acquire funding agreements with matching interest and maturity payment terms from certain subsidiaries of MetLife,Inc.The notes are underwritten and marketed by major investment banks b

78、roker-dealer operations and are sold to institutional investors.Funding agreement-backed commercial paper is issued by a special-purpose limited liability company which deposits the proceeds under a master funding agreement issued to it by Metropolitan Life Insurance Company(“MLIC”).The commercial p

79、aper is issued in U.S.dollars or foreign currencies,receives the same short-term credit rating as MLIC and is marketed by major investment banks broker-dealer operations.Funding agreements are issued by certain of our insurance subsidiaries to the Federal Home Loan Bank of New York(“FHLBNY”)and to a

80、 subsidiary of the Federal Agricultural Mortgage Corporation.AsiaOur Asia operations are geographically diverse encompassing both developed and emerging markets.We operate in nine jurisdictions throughout Asia,with our largest operation in Japan.We market our products and services through a range of

81、 proprietary and third-party distribution channels.In Japan,our face-to-face channels including both career and general agency,continue to be critical to our overall distribution strategy,catering to various needs of individual retail customers.Our competitive advantage in bancassurance is based on

82、robust distribution relationships with Japans very large banks,trust banks and various regional banks.Outside of Japan,our distribution strategies vary by market and leverage a combination of career and general agencies,bancassurance and direct marketing.In select markets,we also use independent bro

83、kers for retail sales and our employee sales force to sell group products.Major ProductsLife InsuranceWhole and term life,endowments,universal and variable life,as well as group life products.Accident&Health InsuranceFull range of accident&health products,including hospitalization,cancer,critical il

84、lness,disability,income protection and personal accident coverage.Retirement and SavingsFixed and variable annuities,as well as regular savings products.Latin AmericaOur largest operations are in Mexico and Chile.We market our products and services through a multi-channel distribution strategy which

85、 varies by geographic region and stage of market development.We have an exclusive and captive agency distribution network which sells a variety of individual life,accident&health,and pension products.Our direct marketing channel includes sponsors and telesales representatives selling mainly accident

86、&health and individual life products directly to consumers.We also work with brokers and independent agents on sales of group and individual life,accident&health,group medical,dental and pension products,and worksite marketing.We also offer to government employees life and medical insurance,as well

87、as retirement and savings,and other products.Table of Contents8Major ProductsLife InsuranceWhole and term life,endowments,universal and variable life,as well as group life products.Retirement and Savings Fixed annuities and pension products.Fixed income annuities provide for asset distribution needs

88、.Our savings-oriented pension products are primarily offered in Chile under a mandatory privatized social security system.Accident&Health InsuranceGroup and individual major medical,accidental,and supplemental health products,including AD&D,hospital indemnity,medical reimbursement,and medical covera

89、ge for serious medical conditions,as well as dental products.Credit InsurancePolicies designed to fulfill certain loan obligations in the event of the policyholders death.EMEAWe operate across EMEA in both developed(Western Europe)and emerging(Central and Eastern Europe,Middle East and Africa)market

90、s.Our largest operations are in the Gulf region,the U.K.and France.In more mature markets,we focus our strategy on our preferred market segments to play a“niche”role.We also have a strong market presence in emerging markets leveraging a multi-channel distribution strategy.Our businesses in EMEA use

91、captive and independent agency,independent brokerage,bancassurance,corporate solutions and direct-to-consumer distribution channels.Major ProductsLife InsuranceTraditional and non-traditional life insurance products,such as whole and term life,endowments and variable life products,as well as group t

92、erm life programs in most markets.Retirement and SavingsFixed annuities and pension products,including group pension programs in select markets.Accident&Health InsuranceIndividual and group personal accident and supplemental health products,including AD&D,hospital indemnity,scheduled medical reimbur

93、sement plans,and coverage for serious medical conditions.In addition,we provide individual and group major medical coverage in select markets.Credit InsurancePolicies designed to fulfill certain loan obligations in the event of the policyholders death.MetLife HoldingsThis segment consists of operati

94、ons relating to products and businesses that we no longer actively market in the U.S.These include variable,universal,term and whole life insurance,variable,fixed and index-linked annuities,and long-term care insurance.It also includes an in-force block of assumed variable annuity guarantees from a

95、third party.See Note 9 of the Notes to the Consolidated Financial Statements for information on a reinsurance transaction with subsidiaries of Global Atlantic Financial Group.Table of Contents9Major ProductsVariable,Universal and Term Life InsuranceSimilar to products offered by our Group Benefits s

96、egment,except that these products were historically marketed to individuals through various retail distribution channels.For a description of these products,see“Group Benefits.”Whole Life InsuranceA benefit upon the death of the insured in return for the periodic payment of a fixed premium over a pr

97、edetermined period.Whole life insurance includes policies that provide a participation feature in the form of dividends.Policyholders may receive dividends in cash,or apply them to increase death benefits,increase cash values available upon surrender or reduce the premiums required to maintain the c

98、ontract in-force.Variable Annuities Variable annuities provide for asset accumulation and asset distribution needs.Variable annuities allow the contractholder to allocate deposits into various investment options in a separate account,as determined by the contractholder.In certain variable annuity pr

99、oducts,contractholders may also choose to allocate all or a portion of their account to the Companys general account and are credited with interest at rates we determine,subject to specified minimums.Contractholders may also elect certain minimum death benefit and minimum living benefit guarantees f

100、or which additional fees are charged and where asset allocation restrictions may apply.Fixed and Indexed-Linked AnnuitiesFixed annuities provide for asset accumulation and asset distribution needs.Deposits made into deferred annuity contracts are allocated to the Companys general account and are cre

101、dited with interest at rates we determine,subject to specified minimums.Fixed income annuities provide a guaranteed monthly income for a specified period of years and/or for the life of the annuitant.Additionally,the Company has issued indexed-linked annuities which allow the contractholder to parti

102、cipate in returns from equity indices.Long-term Care Protection against the potentially high costs of long-term health care services.Generally pays benefits to insureds who need assistance with activities of daily living or have a cognitive impairment.Corporate&Other Corporate&Other contains various

103、 start-up,developing and run-off businesses.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 dispos

104、itions and enterprise-wide strategic initiatives),interest expense related to the majority of the Companys 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 interse

105、gment loans bearing interest rates commensurate with related borrowings),and the Companys investment management business(through which the Company provides public fixed income,private capital and real estate investment solutions to institutional investors worldwide).Policyholder LiabilitiesWe establ

106、ish,and carry as liabilities,actuarially determined amounts that are calculated to meet policy obligations when a policy matures or is surrendered,an insured dies or becomes disabled or upon the occurrence of other covered events,or to provide for future annuity payments.Our liabilities for future p

107、olicy benefits and claims are established based on estimates by actuaries of how much we will need to pay for future benefits and claims.For life insurance and annuity products,we calculate these liabilities based on assumptions and estimates,including estimated premiums to be received over the assu

108、med life of the policy,the timing of the event covered by the insurance policy and the amount of benefits or claims to be paid.We establish liabilities for claims and benefits based on assumptions and estimates of losses and liabilities incurred.Amounts for actuarial liabilities are computed and rep

109、orted on the consolidated financial statements in conformity with GAAP.For more details on policyholder liabilities see“Managements Discussion and Analysis of Financial Condition and Results of Operations Summary of Critical Accounting Estimates Future Policy Benefit Liabilities.”MetLife,Inc.s insur

110、ance subsidiaries,including affiliated reinsurers,establish statutory reserves under methods prescribed by the insurance laws of their respective domiciliary jurisdiction.These reserves are reported as liabilities,and we expect them to be sufficient to meet policy and contract obligations,when taken

111、 together with expected future premiums and interest at assumed rates.Statutory reserves and actuarial liabilities for future policy benefits reported under GAAP generally differ due to the difference in accounting requirements.Table of Contents10U.S.state insurance laws and regulations require cert

112、ain MetLife entities to submit an annual opinion and memorandum of a qualified actuary.In it,the qualified actuary states that the statutory reserves and related actuarial amounts recorded in support of specified policies and contracts,and the assets supporting such statutory reserves and related ac

113、tuarial amounts,adequately provide for the anticipated cash flow required to meet contractual obligations and related expenses.Insurance regulators in many of the non-U.S.jurisdictions in which we operate require certain MetLife entities to prepare and submit a sufficiency analysis of the reserves p

114、resented in the locally required regulatory financial statements.See“Regulation State Insurance Regulation Reserves and Asset Adequacy Analysis.”Underwriting and Pricing We use a variety of underwriting and pricing management controls.Our Global Risk Management department develops product pricing st

115、andards and oversees underwriting practices in MetLifes insurance businesses.We also regularly conduct experience studies to monitor assumptions against expectations,impose formal new product approval processes,periodically update product profitability studies,and use reinsurance to manage our expos

116、ures,as appropriate.See“Reinsurance Activity.”UnderwritingOur underwriters and actuaries use detailed underwriting policies,guidelines and procedures to assess and quantify insurance risks,and determine the type and the amount of risk we are willing to accept.Insurance underwriters consider an appli

117、cants medical history and other factors such as financial profile,foreign travel,vocations and alcohol,drug and tobacco use.Group insurance underwriters generally evaluate the risk characteristics of the prospective insured group,but may underwrite members of a group on an individual basis for certa

118、in voluntary products and coverages.Our own employees generally perform our underwriting,but intermediaries review certain policies under guidelines established by us.Generally,we are not obligated to accept any risk or group of risks from,or to issue a policy or group of policies to,any employer or

119、 intermediary.We review requests for coverage on their merits and issue policies only after we have examined and approved the particular risk or group under our underwriting guidelines.We periodically review all our underwriting to maintain high standards of quality and consistency.Our reinsurers ge

120、nerally have the right to audit our underwriting.We use underwriting policies,guidelines,philosophies,and strategies that we intend to be competitive and suitable for the customer,the agent and us,to facilitate quality sales,and to serve our customers needs while supporting our financial strength an

121、d business objectives.We aim to ensure that underwriting risk levels are appropriately reflected in our product pricing.We continually review our underwriting policies,guidelines,philosophies,and strategies in light of applicable regulations and to ensure that our policies remain competitive,support

122、 our marketing strategies and profitability goals,and otherwise remain appropriate.PricingProduct pricing reflects our globally consistent standards.Regional product and finance teams price all of our insurance business with oversight from Global Risk Management.We base our pricing on the expected b

123、enefits payout which we calculate through the use of assumptions for mortality,longevity,morbidity,expenses,persistency and investment returns and macroeconomic factors such as inflation.We price investment-oriented products based on factors such as investment returns,expenses,persistency,optionalit

124、y,and possible variability of results.Our pricing of certain products may include prospective and retrospective experience rating features.For prospective experience rating,we evaluate past experience to determine future premium rates and we bear all prior year gains and losses.For retrospective exp

125、erience rating,we evaluate past experience to determine our cost of providing insurance for the customer in light of any features that allow us to recoup certain losses or distribute certain gains back to the policyholder based on prior years experience.We base our rates for group benefit products o

126、n 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.Table of Contents11We generally price many of our RIS products on demand.Our pricing reflects our expected investment returns,as w

127、ell 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

128、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 genera

129、lly 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 gener

130、ally 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 reeva

131、luate the type and level of guarantee features we offer.We continually review our pricing guidelines in light of applicable regulations and to ensure that our policies remain competitive,support our marketing strategies and profitability goals,and otherwise remain appropriate.Reinsurance ActivityWe

132、enter into reinsurance agreements primarily as a purchaser of reinsurance for our various insurance products.We also provide reinsurance for some third parties insurance products.We participate in reinsurance in order to limit losses,minimize exposure to significant risks,and provide additional capa

133、city for future growth.Our reinsurance covers individual risks,group risks,or defined blocks of business,primarily on a coinsurance,yearly renewable term,excess,or catastrophe excess basis.The extent of our retained risks depends on our risk evaluation,subject,in certain circumstances,to maximum ret

134、ention limits based on our risk appetite.We also cede first dollar mortality risk under certain contracts.We reinsure both mortality and other risks.We obtain reinsurance for capital requirement purposes and when its economic impact makes it appropriate to do so.We also reinsure for risk and capital

135、 management purposes among affiliates,including affiliated U.S.captive reinsurers and affiliated non-U.S.reinsurers.See“Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company Capital Affiliated Reinsurance Transactions.”For in

136、formation regarding reinsurance by segment,our catastrophic coverage,and ceded reinsurance recoverable balances,included in premiums,reinsurance and other receivables on the consolidated balance sheets,see Note 9 of the Notes to the Consolidated Financial Statements.Regulation OverviewIn the U.S.,st

137、ate regulators primarily regulate our life insurance companies,with additional federal regulation of some of our products and services.The insurance holding company laws of various U.S.jurisdictions apply to MetLife,Inc.and its U.S.insurance subsidiaries.Furthermore,consumer protection laws,privacy,

138、anti-money laundering,securities,commodities,broker-dealer and investment adviser regulations,environmental and unclaimed property laws and regulations,and the Employee Retirement Income Security Act of 1974(“ERISA”)also apply to some of MetLifes operations,products and services.Outside of the U.S.,

139、insurance regulatory authorities in the jurisdictions in which our insurance businesses are located or operate principally regulate those businesses.In addition,securities,pension,and other authorities oversee our investment and pension companies where they operate.Regulators also subject our non-U.

140、S.insurance businesses to current and developing solvency regimes,which impose various capital and other requirements.Additionally,regulators may enhance their capital standards and supervision,and impose additional non-U.S.and global regulatory initiatives.Set forth below is a summary of the materi

141、al regulatory frameworks applicable to MetLife,Inc.and its subsidiaries.U.S.Federal InitiativesU.S.federal initiatives can affect our business in a variety of ways,including regulation of financial services,securities,derivatives,pensions,health care,money laundering,foreign sanctions and corrupt pr

142、actices,and taxation.Table of Contents12The Dodd-Frank Wall Street Reform and Consumer Protection Act(“Dodd-Frank”)increased the potential federal role in regulating businesses such as ours,including in the following ways:The Financial Stability Oversight Council(“FSOC”)may designate certain financi

143、al 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(“Federal Reserve Board”)and the Federal Reserve Bank of New York(collectively with the F

144、ederal Reserve Board,the“Federal Reserve”).The Federal Insurance Office(“FIO”)within the Department of the Treasury may participate in the negotiations of international insurance agreements with foreign regulators for the U.S.,collect information about the insurance industry,and recommend prudential

145、 standards.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

146、 Federal Deposit Insurance Corporation(“FDIC”)may liquidate such a company as receiver.In that case,the Bankruptcy Code,which ordinarily governs liquidations,would not apply.The FDICs purpose would be to mitigate the systemic risks the institutions failure poses.This is a different objective from th

147、at of a bankruptcy trustee under the Bankruptcy Code.In such a liquidation,the holders of such companys 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 trea

148、tment of similarly situated creditors.These provisions could apply to some financial institutions whose outstanding debt securities we hold in our investment portfolios.However,state insurance laws would continue to apply to an insurance company resolution.Dodd-Frank provisions may also affect the i

149、nvestments and investment activities of MetLife,Inc.and its subsidiaries,including imposing federal regulation of such activities.In 2023,the FSOC adopted final guidance that establishes a new process for designating certain financial companies as non-bank SIFIs.The revised approach is based on risk

150、 factors contained in a new analytic framework,including leverage,liquidity risk and maturity mismatch,interconnections,operational risks,complexity,or opacity,inadequate risk management,concentration,and destabilizing activities,regardless of whether those risks arise from activities,firms,or other

151、wise.Under the guidance,the FSOC is no longer required to conduct a cost-benefit analysis and an assessment of the likelihood of a non-bank financial companys material financial distress before considering the designation of the company.The revised process could have the effect of simplifying and sh

152、ortening FSOCs procedures for designating certain financial companies as non-bank SIFIs,thereby subjecting such companies to additional supervision,examination,and regulation.Any such designation would create uncertainties for the non-bank financial company regarding the likelihood,frequency or impa

153、ct of any formal or informal regulatory or supervisory actions or inquiries;the scope of applicable regulatory or supervisory requirements or restrictions and the related compliance measures and internal controls;and the permissibility of certain activities or transactions.It is difficult to predict

154、 the potential impact of these changes.The Competitive Health Insurance Reform Act amended the McCarran-Ferguson Act such that U.S.antitrust laws now apply to the“business of health insurance”and U.S.regulatory authority expanded accordingly.We expect regulatory oversight and litigation risk for U.S

155、.products,including dental and vision,to increase.See“Risk Factors Regulatory and Legal Risks Changes in Laws or Regulation,or in Supervisory and Enforcement Policies,May Reduce Our Profitability,Limit Our Growth,or Otherwise Adversely Affect Us.”Health Care RegulationThe U.S.excise tax known as the

156、“health insurer fee”was in force for the 2020 calendar year,but no longer applies.However,demand for and pricing of products remain subject to tax uncertainty.Federal health care statutes and related regulation have imposed increased and unpredictable costs on certain products and may have additiona

157、l adverse effects.They have also harmed our competitive position,as these rules have a disparate impact on our products compared to products offered by our not-for-profit competitors.See“Risk Factors Regulatory and Legal Risks Changes in Laws or Regulation,or in Supervisory and Enforcement Policies,

158、May Reduce Our Profitability,Limit Our Growth,or Otherwise Adversely Affect Us.”Table of Contents13U.S.Insurance Holding Company RegulationWe are subject to U.S.state insurance holding company laws and regulations that are generally based on the National Association of Insurance Commissioners(“NAIC”

159、)Insurance Holding Company System Regulatory Act and Regulation(“Model Holding Company Act and Regulation”).These vary by jurisdiction,but generally require a controlled insurance company(i.e.,insurers that are subsidiaries of insurance holding companies)to register and file reports with state regul

160、atory authorities on its capital structure,ownership,financial condition,intercompany transactions and general business operations.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

161、 company system.This report identifies risks likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole.Each of our insurance subsidiaries domiciliary states has enacted laws to implement these requirements.The

162、 holding company laws also authorize state insurance commissioners to act as global group-wide supervisors for internationally active insurance groups(“IAIGs”).All states have adopted laws and regulations enhancing group-wide supervision.State Insurance Regulation Each of MetLifes U.S.insurance subs

163、idiaries is licensed and regulated in each jurisdiction where it conducts insurance business.The extent of insurance regulation in such jurisdictions varies,but most jurisdictions regulate the financial aspects and business conduct of insurers through broad administrative powers,including with respe

164、ct to:(i)licensing companies and agents to transact business;(ii)regulating certain premium rates;(iii)reviewing and approving certain policy forms,including required policyholder disclosures;(iv)establishing statutory capital and reserve requirements and solvency standards;and(v)restricting the pay

165、ment of dividends and other transactions between affiliates.Each of our insurance subsidiaries is required to file reports,generally including detailed annual financial statements,with insurance regulators in each of the jurisdictions in which it does business.Such authorities will periodically exam

166、ine their books,records,accounts,and business practices.In 2019,MetLife entered into a consent order with the New York State Department of Financial Services(“NYDFS”)relating to unclaimed property following an open market conduct quinquennial exam,under which it paid a fine and customer restitution,

167、and submitted remediation plans for approval.Except for this consent order or as described in Note 24 of the Notes to the Consolidated Financial Statements,during the years ended December 31,2023,2022 and 2021,MetLife did not receive any material adverse findings resulting from state insurance depar

168、tment examinations of its insurance subsidiaries.Insurance standard-setting and regulatory support organizations,including the NAIC,encourage insurance supervisors to establish Supervisory Colleges.These organizations facilitate cooperation and coordination among insurance supervisors to enhance the

169、ir understanding of the risk profile of U.S.-based insurance groups with international operations.MetLifes lead state regulator,the NYDFS,annually chairs Supervisory College meetings that MetLifes key U.S.and non-U.S.regulators attend.Surplus and CapitalInsurers must maintain their capital and surpl

170、us at or above minimum levels prescribed by the laws of their respective jurisdictions.Regulators generally have discretionary authority to limit or prohibit an insurers sales to policyholders if the insurer has not maintained minimum surplus or capital or if they find that the further transaction o

171、f business would be hazardous to policyholders.For developments that could affect our ratio of free cash flow to adjusted earnings results,and thus our surplus and capital,see“Risk Factors.”Dividend RestrictionsState insurance statutes typically restrict the dividends or other distributions an insur

172、ance company subsidiary may pay to its parent companies and limit the transactions between an insurer and its affiliates.Dividends in excess of prescribed limits and transactions above a specified size between an insurer and its affiliates require the approval of the domiciliary insurance regulator.

173、See“Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources MetLife,Inc.Liquidity and Capital Sources Dividends from Subsidiaries.”See also“Dividend Restrictions”in Note 19 of the Notes to the Consolidated Financial Statements for further

174、information regarding such limitations.Table of Contents14Risk-Based CapitalMost of our U.S.insurance subsidiaries are subject to risk-based capital(“RBC”)requirements.RBC is calculated annually based on a formula that applies factors to various asset,premium,claim,expense and statutory reserve item

175、s,taking into account asset,insurance,interest rate,and market and business risk characteristics.Regulators use the RBC formula as an early warning tool to identify insurers that may be inadequately capitalized for purposes of initiating regulatory action.See“Statutory Equity and Income”in Note 19 o

176、f the Notes to the Consolidated Financial Statements and“Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company Capital Statutory Capital and Dividends.”We calculate our internally defined“Statement-Based Combined RBC Ratio”by

177、 dividing the sum of total adjusted capital for MetLife,Inc.s principal U.S.insurance subsidiaries,excluding American Life Insurance Company(“American Life”),by the sum of company action level RBC for such subsidiaries,including annual letters on Special Considerations(each,an“SCL),as discussed belo

178、w.Our Statement-Based Combined RBC Ratio was in excess of 380%and in excess of 340%at December 31,2023 and 2022,respectively.By contrast,we calculate an“NAIC-Based Combined RBC Ratio”based on such subsidiaries statutory-based financial statements and NAIC capital and reserving standards.This NAIC-Ba

179、sed Combined RBC Ratio was in excess of 400%and in excess of 360%at December 31,2023 and 2022,respectively.NAIC developments related to the RBC framework are described below.RBC Revisions.The NAIC has approved RBC revisions for corporate bonds,real estate equity and longevity risk that took effect a

180、t year-end 2021,which had a modest net positive RBC impact on us.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.In 2023,the NAIC increased the RBC factor for structured security residual tran

181、ches from 30%to 45%,which will be effective for year-end 2024 RBC filings and is expected to have an immaterial RBC impact on us.The NAIC is currently reviewing the RBC treatment of collateralized loan obligations(“CLOs”).See“Investments”for additional information.Bond Project.The NAIC has undertake

182、n a principles-based bond project,which includes consideration of factors to determine whether an investment in an asset-backed security qualifies for reporting on an insurers statutory financial statement as a bond on Schedule D-1 as opposed to Schedule BA(other long-term investment assets),the lat

183、ter of which has a higher risk charge.The NAIC adopted a new,principles-based definition of a bond that will be effective in certain statutory accounting guidance as of January 1,2025.This will result in new reporting and disclosure requirements and may lead to categorical changes in the regulatory

184、reporting and RBC charges associated with these investments.Interest Maintenance Reserve.In 2023,the NAIC adopted an interim solution with regard to the treatment of an insurers negative interest maintenance reserve(“IMR”)balance,which may occur in a rising interest rate environment and can impact h

185、ow accurately the insurers surplus and financial strength are captured in its statutory financial statements due to lower surplus and RBC ratios.The NAICs interim statutory accounting guidance is effective until December 31,2025 and permits an insurer with a company action level RBC ratio greater th

186、an 150%(or an authorized control level RBC ratio greater than 300%)to admit negative IMR up to 10%of its general account capital and surplus,subject to certain restrictions and reporting obligations.The NAIC is developing a long-term solution for this issue.Group Capital Calculation.The NAICs group

187、capital calculation(“GCC”)tool uses an RBC aggregation methodology for all entities within an insurance holding company system,including non-U.S.entities.The NAIC amended the Model Holding Company Act and Regulation to adopt the GCC Template and Instructions and to implement the annual GCC filing re

188、quirement with an insurance groups lead state regulator.These amendments have been adopted by the majority of states,including New York,our lead state regulator,and most of our U.S.subsidiaries domiciliary states.We cannot predict what impact this regulatory tool may have on our business.Investments

189、State insurance laws and regulations limit the amount of investments that our U.S.insurance subsidiaries may have in certain asset categories,such as below investment grade fixed income securities,real estate equity,other equity investments,and derivatives,and require diversification of investment p

190、ortfolios.Investments exceeding regulatory limitations are not admitted for purposes of measuring surplus.In some instances,laws require us to divest any non-qualifying investments.Table of Contents15The NAIC is focused on enhancing regulatory oversight of insurers investments in complex assets,such

191、 as structured securities.In connection with evaluating the risks of investing in leveraged loans and CLOs,the NAIC adopted an amendment to the Purposes and Procedures Manual in 2023.Under the amendment,the NAIC Structured Securities Group(“SSG”)will assign risk weights to CLOs based on its own mode

192、ling,as opposed to credit ratings.The SSG will model CLO investments and evaluate tranche level losses across all debt tranches under a series of calibrated and weighted collateral stress scenarios to assign NAIC designations that minimize RBC arbitrage.The NAICs goal is to ensure that the aggregate

193、 RBC factor for owning all tranches of a CLO is similar to that required for owning all of the underlying loan collateral.We expect insurers to begin reporting the financially modeled NAIC designations for CLOs with their year-end 2024 financial statement filings.It is possible that the NAIC may pro

194、pose new regulations or changes to statutory accounting principles regarding CLOs.In addition,many of our non-U.S.insurance subsidiaries and pension companies are subject to other investment laws and regulations.Reserves and Asset Adequacy AnalysisThe NAICs valuation manual contains a principle-base

195、d approach to the calculation of life insurance reserves.Principle-based reserving,which is designed to better address reserving for life insurance and annuity products,has been adopted by all states.We use capital markets solutions to finance a portion of our statutory reserve requirements for seve

196、ral products,such as level premium term life products and MLICs closed block,which are subject to the NAICs Valuation of Life Insurance Policies Model Regulation(commonly referred to as Regulation XXX),and universal and variable life policies with secondary guarantees subject to NAIC Actuarial Guide

197、line 38(commonly referred to as Guideline AXXX).The NAICs Actuarial Guideline 48(“AG 48”)enhances the statutory financial statement disclosure of an insurers use of captives and narrows the types of assets permitted to back statutory reserves that are required to support the insurers future obligati

198、ons.The NAICs Term and Universal Life Insurance Reserve Financing Model Regulation codifies the same substantive requirements as AG 48.States must either adopt the model regulation or use AG 48 to satisfy the NAIC accreditation requirement.Each year a qualified actuary must submit an opinion stating

199、 that the statutory reserves of our U.S.insurance subsidiaries,including affiliated captive reinsurers,make adequate provision,according to accepted actuarial standards of practice,for the anticipated cash flows required by the contractual obligations and related expenses of such subsidiary.We may i

200、ncrease reserves in order to submit this opinion without qualification.In addition,the NYDFS issues SCL to New York-licensed insurance companies,including MLIC,that affect year-end asset adequacy testing.An SCL could mandate assumption changes that would require us to increase,or influence our decis

201、ion to release,certain asset adequacy reserves,which could materially impact our statutory capital and surplus.See“Statutory Equity and Income”in Note 19 of the Notes to the Consolidated Financial Statements.Many of our non-U.S.insurance operations must also analyze the adequacy of their statutory r

202、eserves.In most of those cases,a locally qualified actuary must submit an analysis of the likelihood that the reserves make adequate provision for the insurers associated contractual obligations and related expenses.Regulatory and actuarial analytic standards vary widely.Adjusting Non-Guaranteed Ele

203、ments of Life Insurance ProductsNew Yorks Insurance Regulation 210 establishes standards for the determination and any readjustment of non-guaranteed elements(“NGEs”)that may vary at the insurers discretion for life insurance policies and annuity contracts delivered or issued for delivery in New Yor

204、k.NGEs include cost of insurance for universal life insurance policies,as well as interest crediting rates for annuities and universal life insurance policies.The regulation requires insurers to notify policyholders in advance of any change in NGEs that is adverse to policyholders and,with respect t

205、o life insurance,to notify the NYDFS prior to any such changes.The regulation also requires insurers to inform the NYDFS annually of any changes adverse to policyholders made in the prior year.The regulation generally prohibits insurers from increasing profit margins for in-force policies or adjusti

206、ng NGEs in order to recoup past losses.Table of Contents16Guaranty AssociationsMany jurisdictions in which our insurance subsidiaries transact business require life and health insurers to participate in guaranty or similar associations,which pay insurance benefits owed by insolvent or failed insurer

207、s.Guaranty associations levy assessments,up to prescribed limits,on all member insurers in a particular jurisdiction on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired,insolvent or failed insurer engaged.We have establish

208、ed liabilities for guaranty fund assessments that we consider adequate.Certain Non-U.S.RegulationsRegulators supervise our non-U.S.insurance and pension businesses through periodic examinations of insurance company books and records,financial reporting requirements,market conduct examinations and po

209、licy filing requirements.The European Insurance and Occupational Pensions Authority along with European legislation,requires European regulators,such as the Central Bank of Ireland,to establish supervisory forums for European Economic Area(“EEA”)-based insurance groups with significant European oper

210、ations,including MetLife.These forums facilitate cooperation and coordination among European supervisors to enhance their understanding of an insurance groups risk profile.Non-U.S.jurisdictions also restrict the amount of dividends and other distributions from subsidiaries and remittances from branc

211、hes.For example,a portion of the annual earnings of our Japan operations may be repatriated each year,and may further be distributed to MetLife,Inc.as a dividend.We may determine not to repatriate profits from the Japan operations or to repatriate a reduced amount in order to maintain or improve the

212、 solvency of the Japan operations or for other reasons.In addition,the Financial Services Agency in Japan(“FSA”)may limit or not permit profit repatriations or other transfers of funds to the U.S.if such transfers would be detrimental to the solvency or financial strength of our Japan operations or

213、for other reasons.Solvency RegimesOur insurance business throughout the EEA is subject to the Solvency II Directive and its implementing rules.These cover the capital adequacy,risk management and regulatory reporting for insurers and reinsurers.Solvency II harmonizes insurance regulation across the

214、European Union(“EU”).Its capital requirements are forward-looking and based on the risk profile of each individual insurance company in order to promote comparability,transparency and competitiveness.In 2023,the EU and the U.K.signed a Memorandum of Understanding(“MoU”)on regulatory cooperation in f

215、inancial services.The MoU will establish an ongoing forum for the U.K.and the EU to discuss voluntary regulatory cooperation.The U.K.parliament will consider whether to pass a number of legislative changes to U.K.prudential insurance regulation throughout 2024.Similarly,the EU institutions have unde

216、rtaken their own review of Solvency II.However,we do not expect that EEA firms will be required to adhere to any regulatory changes to Solvency II prior to 2025.Mexico has adopted a Solvency II-type regulatory framework which imposes reserve and capital requirements and corporate governance to foste

217、r transparency.In line with the requirements of the local Solvency II,insurance companies calculate and report their capital requirement using a standard formula designed by the local regulators(“CNSF”).In addition,as required,certain MetLife entities must submit annual Own Risk and Solvency Assessm

218、ent(“ORSA”)reports to the CNSF on an ongoing basis.In Chile,the law implementing Solvency II-like regulation continues in the studies stage.The implementation date for the new solvency regime has not yet been set;however,it could be in force within four years after the final regulation is published.

219、MetLife Chile must also submit an annual ORSA report to the regulator.The Brazilian insurance regulator has established an insurance framework for minimum capital requirements based on risk,criteria for investment activities,a formal risk management function,and a formal enterprise risk management(“

220、ERM”)framework.Japanese law requires insurers to maintain solvency standards to protect policyholders and to support their own financial strength.Most Japanese life insurers maintain a solvency margin ratio well in excess of the legally mandated minimum.In addition,we expect Japan to adopt an econom

221、ic value-based solvency regime in 2025.Table of Contents17In China,the business of our joint venture(as well as the industry)has implemented China Risk Oriented Solvency System(“C-ROSS”),a risk-based solvency regime.Like Solvency II,C-ROSS focuses on risk management and has three pillars(strengthen

222、quantitative capital requirements,enhance qualitative supervision and establish a governance and market discipline process).In 2021,the China Banking and Insurance Regulatory Commission(“CBIRC”)issued C-ROSS Phase II rules,further enhancing the C-ROSS system.CBIRC has adopted a transition period app

223、roach based on actual circumstances,with full implementation to be in place by no later than 2025.In 2023,Chinas State Council created the National Administration for Financial Regulation(“NAFR”)to oversee regulation of the financial sector.NAFR has replaced the CBIRC.The Korea Financial Supervisory

224、 Service implemented a new solvency system in 2023.This system reflects the International Association of Insurance Supervisors(“IAIS”)global Insurance Capital Standard and incorporates certain product portfolio and other features specific to the Korean market and includes mark-to-market valuation.IA

225、ISThe IAIS is a voluntary membership association of insurance supervisors and regulators.It is the global standard-setting body responsible for developing and assisting in the implementation of principles,standards and guidance,as well as supporting material,for the supervision of the insurance sect

226、or.The IAIS is a member of the Financial Stability Board(“FSB”),an international entity established to coordinate,develop and promote regulatory,supervisory and other financial sector policies in the interest of financial stability.The IAIS participates in the FSBs initiative to identify and manage

227、systemic risk globally.The IAIS has adopted a holistic framework for the assessment and mitigation of systemic risk in the global insurance sector(the“Holistic Framework”).The framework monitors vulnerabilities at jurisdictional and global levels to address any such risk through the application of e

228、nhanced supervisory measures based on existing insurance core principles and the common framework for supervision of IAIGs.In 2022,the FSB endorsed the Holistic Framework and discontinued the designation of global systemically important insurers.An IAIS proposal becomes effective when it is enacted

229、through legislation or regulation in the applicable jurisdiction.Accordingly,the impact on MetLife,Inc.of the IAISs global proposals is uncertain.Cybersecurity,Privacy and Data Protection RegulationWe are subject to a variety of laws and regulations at the local,state,federal and international level

230、 regarding the collection,storage,use,retrieval,processing,disclosure,protection and security of personal information,including health-related and customer information and employee data.Various local,state and federal laws in the U.S.and around the world require companies such as ours to inform indi

231、viduals of their privacy rights.Our personal information processing practices further dictate whether,how,and under what circumstances we may transfer,process or receive personal information,the interpretation and scope of which are constantly evolving and vary significantly from jurisdiction to jur

232、isdiction.We are also subject to laws and regulations governing the security and integrity of our information systems and the information stored therein,many of which require the implementation and maintenance of a comprehensive information security program,and require notification to affected indiv

233、iduals and regulators in the event of security breaches and other cyber incidents affecting our information systems or the personal or non-public information stored thereon.Given growing cybersecurity risks and threats posed to information and financial systems by nation-states,terrorist organizatio

234、ns and independent criminal actors in recent years,insurance and other regulators have increased their focus on cybersecurity practices,and regulatory and legislative activity in the areas of privacy,data protection and cybersecurity continues to increase worldwide.Below,we highlight some of the key

235、 data protection and cybersecurity laws and regulations to which we are subject.Table of Contents18CybersecurityThe NYDFS promulgated the New York Cybersecurity Requirements for Financial Services Companies(the“Regulation”)to promote the protection of customer information and information technology

236、systems by establishing and regulating cybersecurity requirements for banking and insurance entities under the NYDFSs jurisdiction.In general,the Regulation requires covered entities,such as our insurance entities licensed in New York,to assess risks associated with their information systems and est

237、ablish and maintain a cybersecurity program designed to assess those risks and protect the confidentiality,integrity and availability of such systems and data.Specifically,the Regulation provides for,among other things:(i)technical safeguards and controls relating to the governance framework for a c

238、ybersecurity program;(ii)risk-based policies,procedures and minimum standards for technology systems for data protection;(iii)minimum standards for cyber breach responses,including notice to the NYDFS of certain material events;(iv)designation of a Chief Information Security Officer(“CISO”)and other

239、 qualified cybersecurity personnel;(v)oversight of third party service providers with access to the information systems and nonpublic personal information of covered entities,including via implementation of written policies and procedures to evaluate the third party service providers cybersecurity p

240、ractices;and(vi)identification and documentation of material deficiencies,remediation plans and annual certifications of regulatory compliance.Covered entities that fail to comply with the Regulation may be subject to enforcement actions brought by the NYDFS,the result of which could lead to civil p

241、enalties,and other legal and reputational costs.In late 2023,the NYDFS adopted amendments to the Regulation following several public comment periods on exposure drafts.The amendments include significant changes,such as:(a)implementing additional governance and oversight measures,including that a sen

242、ior governing body(e.g.,the board of directors)must have sufficient understanding of cybersecurity-related matters and regularly review management reports about cybersecurity matters;(b)expanding the types of cybersecurity events that require timely notification to the NYDFS;(c)mandating notificatio

243、ns to the NYDFS within 24 hours of a covered entitys cyber-ransom payment;and(d)requiring enhancements to a covered entitys written policies and procedures related to remote access,vulnerability management,data retention and access privileges.The majority of the new requirements become effective on

244、April 29,2024.We cannot predict what effect the amended Regulation will have on our business or compliance costs.The NAICs Insurance Data Security Model Law(the“Cybersecurity Model Law”)requires insurers and other entities licensed by a state insurance department to develop,implement and maintain a

245、risk-based information security program.The Cybersecurity Model Law also establishes standards for data security and for investigation of and notification to insurance commissioners of cybersecurity events involving unauthorized access to,or the misuse of,certain nonpublic information.Several states

246、 have adopted the Cybersecurity Model Law,including four of our insurance subsidiaries domiciliary states,and more may adopt it in the future,requiring further compliance and oversight efforts.Such compliance efforts may present an increasing demand on our systems and resources,and require significa

247、nt new and ongoing investments,including investments in compliance processes,personnel,and technical infrastructure.Privacy and Data ProtectionIn the U.S.,we are subject to state laws,which impose certain obligations on the processing of personal information and provide consumers specific rights to

248、control their personal information.For instance,the California Consumer Privacy Act(“CCPA”),which applies to certain portions of our business,requires covered companies to provide disclosures to California consumers about such companies data collection,use and sharing practices and gives California

249、residents expanded rights with respect to the processing of their personal information.In 2020,the CCPA was amended by the California Privacy Rights Act,which took effect in most material respects in 2023 and imposes additional rights and obligations.While a significant portion of our business is ex

250、empted from the CCPAs specific requirements,the Health Insurance Portability and Accountability Act and the insurance laws of several states to which we are subject grant similar rights to insureds,including the right to request copies of their personal information that a company has collected.Sever

251、al other states either have proposed or adopted new comprehensive privacy laws,which may apply to certain portions of our business.However,some of these state laws(such as those enacted in Virginia,Colorado,Connecticut,and Utah)include broad entity-wide exemptions for financial institutions.The NAIC

252、 is also developing a new consumer privacy model law that will likely be completed in 2024.Additionally,a draft of a new federal privacy bill,the American Data Privacy and Protection Act(“ADPPA”),was introduced in 2022 with the aim of harmonizing and improving federal data protection legislation.The

253、 ADPPA was not enacted during the last Congress,but it or similar federal legislation may be enacted in the future.Table of Contents19Outside of the U.S.,our subsidiaries are subject to various data protection regimes,including the General Data Protection Regulation(EU)2016/679(“GDPR”),which became

254、effective in May 2018,and applies to entities established in the EU,as well as to entities not established in the EU,that target goods or services to EU data subjects,or that monitor consumer behavior that takes place in the EU.The GDPR imposes strict requirements for controllers and processors of p

255、ersonal data and on transfers of personal data outside of the EEA to countries which have not been deemed“adequate”by the European Commission.Following the U.K.s exit from the EU,data privacy law in the U.K.includes the GDPR as retained in U.K.law.The interpretation of the U.K.GDPR may eventually st

256、art to differ from the GDPR,and ensuring compliance with each is and will remain an ongoing commitment that involves substantial costs.We are also subject to increasingly restrictive laws in other jurisdictions that address and impose strict requirements on cross-border data transfers,including,for

257、example,Chinas Personal Information Protection Law.The above laws,and other similar laws that may be passed,may require us to adapt our practices and divert resources from other initiatives and projects to address such evolving compliance and operational requirements.Moreover,despite our efforts,gov

258、ernmental authorities or others may assert that our business practices or that of our vendors fail to comply with such requirements,and if we or they are found to violate any such laws,we may incur substantial fines or damages,have to change our business practices,or face reputational harm,any of wh

259、ich could have an adverse effect on our business.Innovation and TechnologyAs a result of increased innovation and technology in the insurance sector,the NAIC and insurance regulators are focused on the use of“big data”techniques,such as the use of artificial intelligence(“AI”),machine learning and a

260、utomated decision-making.In 2023,the NAICs Innovation,Cybersecurity and Technology(H)Committee(the“(H)Committee”)adopted the Model Bulletin on the Use of Artificial Intelligence Systems by Insurers(the“AI Bulletin”)after exposing a draft for comment.The AI Bulletin outlines how insurance regulators

261、should govern the development,acquisition and use of AI technologies,as well as the types of information that regulators may request during an investigation or examination of an insurer in regard to AI systems.In 2024,the(H)Committee plans to form a new task force that will be charged with creating

262、a regulatory framework for the oversight of insurers use of third-party data and models.Further,the NAIC and state insurance regulators have been focused on addressing unfair discrimination in the use of consumer data and technology,and some states have passed laws targeting unfair discrimination pr

263、actices.For instance,in 2021,Colorado enacted a law which prohibits insurers from using external consumer data and information sources(“ECDIS”),as well as algorithms or predictive models that use ECDIS,in a way that unfairly discriminates based on race,color,national or ethnic origin,religion,sex,se

264、xual orientation,disability,gender identity or gender expression.In 2023,Colorado adopted the first legally binding regulation requiring life insurers to adopt a governance and risk management framework for the use of AI,machine learning and other technologies that utilize“external consumer data”in

265、connection with individual life insurance policies.It is expected that Colorado will also promulgate governance and testing regulations for other lines of insurance.Similarly,in January 2024,the NYDFS released for public comment a proposed circular letter focused on how insurers should develop and m

266、anage their use of external consumer data and AI systems in underwriting and pricing so as not to harm consumers.We expect big data to remain an important issue for the NAIC and state regulators.We cannot predict which insurance regulators will adopt the AI Bulletin,or what,if any,changes to laws or

267、 regulations may be enacted with regard to“big data”or AI technologies.We also expect legislators and regulators outside of the U.S.to enact laws and regulations with respect to big data and AI that will apply to our businesses.For example,in 2023,the European Council and the European Parliament rea

268、ched a provisional agreement on the Artificial Intelligence Act,which if enacted,will ban certain“high risk”AI while boosting innovation and seeking to ensure fundamental rights are not infringed by the technology.We continue to monitor the developments of the Artificial Intelligence Act and other g

269、overnmental initiatives around the world,particularly in jurisdictions where we operate.Standards of Conduct,ERISA,Fiduciary Considerations,and Other Pension and Retirement RegulationWe provide products and services to certain employee benefit plans that are subject to ERISA and/or Section 4975 of t

270、he Internal Revenue Code of 1986,as amended(the“Code”).ERISA and the Code impose restrictions,including fiduciary duties to perform solely in the interests of ERISA plan participants and beneficiaries,and to avoid prohibited non-exempt transactions.The applicable provisions of ERISA and the Code are

271、 subject to enforcement by the U.S.Department of Labor(the“DOL”),the Internal Revenue Service(“IRS”)and the Pension Benefit Guaranty Corporation.Table of Contents20The prohibited transaction rules of ERISA and the Code generally restrict the provision of investment advice to ERISA plans and particip

272、ants and to Individual Retirement Accounts(“IRAs”)(and certain other arrangements)if the investment recommendation results in fees paid to an individual advisor,the firm that employs the advisor or their affiliates that vary according to the investment recommendation chosen,unless an exemption or ex

273、ception is available.Similarly,without an exemption or exception,fiduciary advisors are prohibited from receiving compensation from third parties in connection with their advice.ERISA also affects certain of our in-force insurance policies and annuity contracts,as well as insurance policies and annu

274、ity contracts we may sell in the future.In 2020,the DOL released the final version of the prohibited transaction exemption(“PTE”)2020-02 to allow investment advice fiduciaries to receive compensation without violating ERISA,subject to impartial conduct standards and disclosure obligations aligned wi

275、th Securities and Exchange Commission(the“SEC”)rules.In the preamble to PTE 2020-02,the DOL also provided its interpretation of the five-part test used to determine whether a person is acting as an ERISA investment advice fiduciary.PTE 2020-02 became effective in 2021.In 2023,the DOL again proposed

276、a regulation to change the definition of“fiduciary”for purposes of the ERISA and parallel provisions of the Code when a financial professional,including an insurance producer,provides investment advice,and to amend various existing PTEs that financial professionals rely on when making recommendation

277、s.In November 2023,the DOL issued a proposed revised version of the five-part test,proposed amendments to PTE 2020-02,and proposed amendments to other PTEs,all of which relate to the provision of investment advice under ERISA.However,those proposed amendments are subject to notice and comment and wi

278、ll not be finalized for several months.Federal and state regulators have adopted standards of conduct when recommending securities,including variable insurance products.The SECs Regulation Best Interest requires broker-dealers to act in the best interest of retail consumers when recommending account

279、 types,securities transactions or investment strategies involving securities,including recommendations to IRA owners,as well as non-benefit plan retail customers.In addition,the Financial Industry Regulatory Authority(“FINRA”)rules impose requirements on broker-dealers relating to the sale of variab

280、le insurance products.State regulators and legislatures have proposed measures that would make broker-dealers,sales agents,and investment advisers and their representatives subject to a fiduciary duty when providing products and services to customers.The North American Securities Administrators Asso

281、ciation has proposed a model rule regarding broker-dealer conduct that states might seek to adopt.Although Regulation Best Interest does not include a private right of action,some of the state proposals and adopted regulations would allow for a private right of action.As a result of these developmen

282、ts,it is possible that it may become more costly to provide and distribute our products and services in the states subject to such rules,and that we might be subject to additional litigation and regulatory investigations regarding our compliance with those rules.The SECURE 2.0 Act of 2022 introduced

283、 new requirements for retirement plan sponsors that are intended to expand coverage,increase savings,preserve income,and simplify plan rules and administrative procedures;and directed the DOL to review its current interpretive bulletin regarding ERISA plan sponsors selection of annuity providers for

284、 purposes of transferring plan sponsor benefit plan liability to such annuity providers.Such review could result in the DOLs imposition of new or different requirements on plan sponsors or on annuity providers such as MLIC and Metropolitan Tower Life Insurance Company(“MTL”),or could make such selec

285、tion process more difficult for the parties involved.In 2020,the Chilean Congress approved two bills,each of which allowed individuals to withdraw up to 10%of pension accounts or the account balance if it is below a certain amount.In 2021,the Chilean Congress approved a third bill allowing for addit

286、ional withdrawals of pension funds which also required insurance companies to advance payments of up to 10%of the reserves allocated to a customers annuity.Since then,bills allowing additional withdrawals and a second advance payment of annuities have been rejected.In 2022,the government sent a majo

287、r pension reform bill to the Chilean Congress which included a proposal to limit private pension administrators to asset management and end their administration of mandatory pension accounts,among other significant changes.In 2023,the government introduced certain amendments to the bill in an effort

288、 to continue advancing the bill for approval by the Chilean Congress.The impact of any such pension reforms will depend on the final measures adopted,and in some cases could have an adverse effect on our Chilean pension business.Table of Contents21Management of Climate RiskClimate risk has come unde

289、r increased scrutiny by regulators and the NAIC.In New York,the NYDFS expects both New York domestic insurers,such as MLIC,and foreign authorized insurers,such as our other insurance subsidiaries licensed in New York,to manage material climate risks by taking actions that are proportionate to the na

290、ture,scale and complexity of their businesses.However,the NYDFS issued separate guidance for New York domestic insurers,which contains more detailed expectations,such as(i)ensuring the board of directors understands relevant climate risks;(ii)performing regular reviews of the insurers procedures tha

291、t are designed to manage climate risks;(iii)using scenario analysis to inform the insurers business strategies and risk assessment;and(iv)incorporating material climate risks into its financial risk management(e.g.,ERM and ORSA).The guidance states that the NYDFS will issue further guidance on the t

292、iming for implementation of certain of these expectations.In addition,New Yorks regulation governing ERM,which applies to New York domestic and foreign authorized insurers,was amended to require an insurance groups ERM function to address certain additional risks,including climate change risk.The NA

293、IC has adopted a new standard for insurance companies to report their climate-related risks as part of its annual Climate Risk Disclosure Survey,which applies to insurers that meet the reporting threshold of$100 million in countrywide direct premium and are licensed in one of the participating juris

294、dictions.The new disclosure standard is consistent with the international Task Force on Climate-Related Financial Disclosures framework for reporting climate-related financial information.Pursuant to its authority under Dodd-Frank,the FIO is also assessing how the insurance sector may mitigate clima

295、te risks and help achieve national climate-related goals.In 2023,the FIO released a report which evaluates climate-related issues and urges insurance regulators to adopt climate-related risk-monitoring guidance in order to enhance their regulation and supervision of insurers.The SEC is also continui

296、ng its focus on climate,and environmental,social and governance(“ESG”)risks and opportunities and has published its rulemaking list which contains several ESG-related rulemakings that the SEC is considering.In 2022,the SEC proposed rules requiring registrants to provide additional climate-related in

297、formation in their registration statements and annual reports,including in their financial statements.The proposal sets forth proposed rules for disclosure of climate-related risks,material impacts,governance,risk management,financial statement metrics,greenhouse gas emissions,attestation of emissio

298、ns disclosures,and targets and goals.In 2022,the SEC also proposed rules requiring registered investment companies,business development companies,and registered and certain unregistered investment advisers to disclose in their fund prospectuses,annual reports and Form ADV information about how funds

299、 and advisers incorporate ESG factors into their investment strategies.In 2023,California adopted laws establishing climate disclosure and climate-related financial risk reporting requirements which apply to companies doing business in California that meet applicable revenue thresholds.Also in 2023,

300、California adopted a law establishing disclosure requirements for entities operating within California that market,sell,purchase,or use voluntary carbon offsets,as well as those that make claims of achieving net zero emissions or carbon neutrality that operate within and make such claims within the

301、state.The EU Corporate Sustainability Reporting Directive(“CSRD”)requires in-scope companies to report on(i)how sustainability issues might create financial risks for the company;and(ii)the companys impacts on people and the environment.CSRD applies on a staggered basis to companies,over a multi-yea

302、r period,with the first reports due in 2025 in respect of the 2024 financial year.MetLifes largest insurance subsidiary in Europe is in scope for this first phase.Consumer Protection Laws As part of Dodd-Frank,Congress established the Consumer Financial Protection Bureau(“CFPB”)to supervise and regu

303、late institutions that provide certain financial products and services to consumers.Although the consumer financial services subject to the CFPBs jurisdiction generally exclude insurance business of the kind in which we engage,the CFPB does have authority to regulate non-insurance consumer services

304、we provide.Consumer protection laws in non-U.S.jurisdictions may also affect us.Derivatives Regulation and Clearing of Treasury SecuritiesDodd-Frank includes a framework of regulation of the over-the-counter(“OTC”)derivatives markets requiring clearing of certain OTC derivative transactions and impo

305、ses additional costs,including reporting and margin requirements.Centralized clearing also exposes us to the risk of a default by a clearing member or clearinghouse with respect to our cleared derivative transactions.Table of Contents22Our derivative hedging and other risk management procedures may

306、prove ineffective in reducing the risks to which our insurance business is exposed.Any such losses could be increased by higher costs of writing derivatives(including customized derivatives)and the reduced availability of customized derivatives that might result from the implementation of Dodd-Frank

307、 and comparable international derivatives regulations.Dodd-Frank also expanded the definition of“swap”and mandated the SEC and U.S.Commodity Futures Trading Commission(“CFTC”)to study whether“stable value contracts”should be treated as swaps.Pursuant to the definition and the SECs and CFTCs interpre

308、tive regulations,products offered by our insurance subsidiaries,other than stable value contracts,might also be treated as swaps.The effect of such potential treatment is difficult to predict.Special federal banking rules apply to certain derivatives contracts and other agreements with some banking

309、institutions and certain of their affiliates.These rules generally limit or delay the rights of counterparties upon the insolvency of such banking institutions which could increase our counterparty risk.In 2023,the principal U.S.federal banking regulatory agencies proposed for public comment regulat

310、ions to implement certain international“Basel III”capital standards.The U.S.regulatory proposal could affect capital charges applicable to banks and their affiliates engaged in derivatives activities,and could thus increase the costs of our risk mitigation using derivatives,as well as impact the ava

311、ilability of derivatives from our counterparties.It is not certain in what manner these proposed regulations may be modified when and if finalized.In 2023,the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct particip

312、ant of the agency to submit for clearing eligible secondary market transactions in U.S.Treasury securities.The rule effectively requires such participants to clear eligible cash transactions in U.S.Treasury securities by December 31,2025,and eligible repurchase transactions in U.S.Treasury securitie

313、s by June 30,2026.The rules potential effect on the U.S.Treasury markets is uncertain.Securities,Broker-Dealer and Investment Adviser RegulationU.S.federal and state securities laws and regulations apply to insurance products that meet the definition of a“security,”including variable annuity contrac

314、ts and variable life insurance policies,and certain fixed interest rate or index-linked contracts with features that require them to be registered as securities or exempt from registration.As a result,some of our subsidiaries and their activities in offering and selling variable insurance contracts

315、and policies are subject to extensive regulation under these securities laws.Federal and state securities laws and regulations generally grant regulatory agencies broad rulemaking and enforcement powers,including the power to adopt new rules impacting new or existing products,regulate the issuance,s

316、ale and distribution of our products and limit or restrict the conduct of business for failure to comply with such laws and regulations.In some non-U.S.jurisdictions,some of our insurance products are considered“securities”under local law,and we may be subject to local securities regulations and ove

317、rsight by local securities regulators.Some of our subsidiaries and their activities in offering and selling variable insurance products are subject to extensive regulation under the federal securities laws and regulations administered by the SEC.These subsidiaries issue variable annuity contracts an

318、d variable life insurance policies with separate accounts that are registered with the SEC as investment companies under the Investment Company Act of 1940,as amended(the“Investment Company Act”)or are exempt from registration under the Investment Company Act.Such separate accounts are generally div

319、ided into sub-accounts,each of which invests in an underlying mutual fund which is itself a registered investment company under the Investment Company Act.In addition,the variable annuity contracts and variable life insurance policies associated with these registered separate accounts are registered

320、 with the SEC under the Securities Act of 1933,as amended(the“Securities Act”)or are exempt from registration under the Securities Act.One insurance subsidiary issues a fixed interest rate contract with features that require it to be registered under the Securities Act.Certain variable contract sepa

321、rate accounts sponsored by our subsidiaries are exempt from registration but may be subject to other provisions of the federal securities laws.Two of our U.S.subsidiaries are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934,as amended(“Exchange Act”)and are members

322、 of,and subject to regulation by,FINRA.The SEC,CFTC and FINRA from time to time propose and adopt rules and regulations that impact broker-dealers and products deemed to be securities.Two of our U.S.subsidiaries are registered as investment advisers with the SEC under the Investment Advisers Act of

323、1940,as amended,and one is also registered or licensed in various non-U.S.jurisdictions,as applicable.In addition,we have non-U.S.subsidiaries that are registered or licensed in non-U.S.jurisdictions to conduct our investment management business.We may also be subject to similar laws and regulations

324、 in non-U.S.jurisdictions with respect to the provision of investment advisory services or the conducting of other activities.Table of Contents23One of our U.S.broker-dealers serves as the principal underwriter and distributor of these variable products and other securities offerings.Our broker-deal

325、er distributes these products via unaffiliated third party broker-dealers and financial intermediaries that sell these products to end investors.Under SEC rules,the selling broker-dealers recommending our variable products and other securities offerings to end investors are required to comply with v

326、arious SEC and FINRA rules and regulations,including Regulation Best Interest.SEC rules also require these selling broker-dealers to disclose the nature of services,their standard of conduct,and their conflicts of interest to their retail customers.With regard to insurance products,the NAIC revised

327、its Suitability in Annuity Transactions Model Regulation to add a“best interest”standard for the sale of annuities,which most of our insurance subsidiaries domiciliary states adopted and others may consider.Federal and state securities regulatory authorities and FINRA from time to time make inquirie

328、s and conduct examinations regarding compliance by MetLife,Inc.and its subsidiaries with securities and other laws and regulations.We cooperate with such inquiries and examinations and take corrective action when warranted.Diversity and Corporate GovernanceThe NAIC and state insurance regulators are

329、 evaluating issues related to diversity within the insurance industry.In New York,for example,the NYDFS expects the insurers it regulates to make diversity of their leadership a business priority and a key element of their corporate governance,and it includes diversity-related questions in its exami

330、nation process.Environmental Laws and RegulationsAs an owner and operator of real property in many jurisdictions,we are subject to extensive environmental laws and regulations in such jurisdictions.Inherent in such ownership and operation is also the risk that there may be environmental liabilities

331、and costs in connection with any required remediation of such properties.In addition,we hold equity interests in companies that could potentially be subject to environmental liabilities.We routinely have environmental assessments performed with respect to real estate being acquired for investment an

332、d real property to be acquired through foreclosure.Unexpected environmental liabilities may arise.However,based on information currently available to us,we believe that any costs associated with compliance with environmental laws and regulations or any remediation of such properties will not have a

333、material adverse effect on our business,results of operations or financial condition.Unclaimed PropertyWe are subject to the laws and regulations of states and other jurisdictions concerning identification,reporting and escheatment of unclaimed or abandoned funds,and are subject to audit and examination for compliance with these requirements.See“State Insurance Regulation,”which references a conse