Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 16, 2023

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-15787		13-4075851
(Commission File Number)		(IRS Employer Identification No.)


200 Park Avenue, New York, NY		10166-0188
(Address of Principal Executive Offices)		(Zip Code)

(212) 578-9500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 7.01

Regulation FD Disclosure.

On November 16, 2023, MetLife, Inc., a Delaware corporation (the “Company”), issued a news release announcing that two of its subsidiaries, Metropolitan Life Insurance Company, a New York-domiciled insurance company (“MLIC”), and Metropolitan Tower Life Insurance Company, a Nebraska-domiciled insurance company (“MTL” and, together with MLIC, the “Ceding Companies”), completed the previously announced transactions (collectively, the “Transaction”) with Global Atlantic Financial Group under the Master Transaction Agreement, dated May 25, 2023, entered into with Commonwealth Annuity and Life Insurance Company, a Massachusetts-domiciled corporation (“CwA”), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (“FAFLIC” and, together with CwA, the “Reinsurers”). Additional details about the Transaction can be found in such news release, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information and exhibit provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01

Other Events.

At the closing of the Transaction on November 16, 2023, (i) MLIC and FAFLIC entered into a coinsurance and modified coinsurance agreement, and (ii) MTL and CwA entered into a coinsurance and modified coinsurance agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Ceding Companies ceded to the Reinsurers approximately $19 billion of U.S. retail life insurance comprised of universal life, variable universal life, and universal life with secondary guarantees, and fixed annuity statutory reserves.

Each Ceding Company will remain as administrator and service provider for the applicable policies to be reinsured. MetLife Investment Management, LLC will also manage a significant amount of the assets under a five-year investment management agreement.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


99.1		News Release of MetLife, Inc., dated November 16, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


METLIFE, INC.

By:		/s/ Timothy J. Ring
Name:		Timothy J. Ring
Title:		Senior Vice President and Secretary

Date: November 16, 2023

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Exhibit 99.1

LOGO

For Immediate Release İ Global Communications İ MetLife, Inc.

METLIFE COMPLETES RISK TRANSFER TRANSACTION WITH GLOBAL ATLANTIC FINANCIAL GROUP

NEW YORK, November 16, 2023 – MetLife, Inc. (NYSE: MET) today announced it has completed its risk transfer transaction with Global Atlantic Financial Group, a retirement and life insurance company. The transaction accelerates the run-off of MetLife Holdings, the company’s closed-block businesses of its former U.S. Retail segment, representing approximately $19 billion of statutory reserves.

As part of MetLife’s ongoing commitment to its customers, the company will remain as administrator and service provider for the policies to be reinsured. MetLife Investment Management will also manage a significant amount of the assets under a five-year investment management agreement.

“We are pleased to have closed this transaction, which illustrates MetLife’s capacity to execute as well as our commitment to reduce enterprise risk and deploy capital to its highest and best use,” said MetLife President and CEO Michel Khalaf.

Forward Looking and Cautionary Statements

This news release may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “are confident,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. They include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results.

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

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

(2)	global capital and credit market adversity;

(3)	credit facility inaccessibility;

(4)	financial strength or credit ratings downgrades;

(5)	unavailability, unaffordability, or inadequate reinsurance, including reinsurance risks that arise from reinsurers’ credit risk, and the potential shortfall or failure 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)	London Interbank Offered Rate discontinuation and transition to alternative reference rates;

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

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

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

(14)	investment defaults, downgrades, or volatility;

(15)	investment sales or lending difficulties;

(16)	collateral or derivative-related payments;

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

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

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

(20)	business competition;

(21)	technological changes;

(22)	catastrophes;

(23)	climate changes or responses to it;

(24)	deficiencies in our closed block;

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

(26)	impairment of value of business acquired, value of distribution agreements acquired or value of customer relationships acquired;

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

(28)	risk management failures;

(29)	insufficient protection from operational risks;

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

(31)	accounting standards changes;

(32)	excessive risk-taking;

(33)	marketing and distribution difficulties;

(34)	pension and other postretirement benefit assumption changes;

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

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

(37)	Brighthouse Financial, Inc. separation risks;

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

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

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

About MetLife

MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help individual and institutional customers build a more confident future. Founded in 1868, MetLife has operations in more than 40 markets globally and holds leading positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit www.metlife.com.

Contacts

For Media:

Brian Blaser

(212) 578-2415

bblaser@metlife.com

For Investors:

John Hall

(212) 578-7888

john.a.hall@metlife.com

Document and Entity Information	Nov. 16, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	METLIFE, INC.
Entity Incorporation State Country Code	DE
Entity File Number	1-15787
Entity Tax Identification Number	13-4075851
Entity Address Address Line 1	200 Park Avenue
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10166-0188
City Area Code	212
Local Phone Number	578-9500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001099219
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	MET
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E [Member]
Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E
Trading Symbol	MET PRE
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F [Member]
Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F
Trading Symbol	MET PRF
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Entity Information [Line Items]
Security 12b Title	Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01
Trading Symbol	MET PRA
Security Exchange Name	NYSE