Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-268442
Prospectus Supplement
(To Prospectus Dated November 17, 2022)
¥112,300,000,000
MetLife, Inc.
¥7,100,000,000 1.009% Senior Notes due 2029
¥23,100,000,000 1.415% Senior Notes due 2031
¥16,700,000,000 1.670% Senior Notes due 2034
¥11,200,000,000 1.953% Senior Notes due 2039
¥15,500,000,000 2.195% Senior Notes due 2044
¥23,500,000,000 2.390% Senior Notes due 2054
¥15,200,000,000 2.448% Senior Notes due 2059
MetLife, Inc. is
offering ¥7,100,000,000 aggregate principal amount of its 1.009% Senior Notes due 2029 (the 2029 Senior Notes), ¥23,100,000,000 aggregate principal amount of its 1.415% Senior Notes due 2031 (the 2031 Senior
Notes), ¥ 16,700,000,000 aggregate principal amount of its 1.670% Senior Notes due 2034 (the 2034 Senior Notes), ¥11,200,000,000 aggregate principal amount of its 1.953% Senior Notes due 2039 (the
2039 Senior Notes), ¥15,500,000,000 aggregate principal amount of its 2.195% Senior Notes due 2044 (the 2044 Senior Notes), ¥23,500,000,000 aggregate principal amount of its 2.390% Senior
Notes due 2054 (the 2054 Senior Notes) and ¥15,200,000,000 aggregate principal amount of its 2.448% Senior Notes due 2059 (the 2059 Senior Notes and, together with the 2029 Senior Notes, the
2031 Senior Notes, the 2034 Senior Notes, the 2039 Senior Notes, the 2044 Senior Notes and the 2054 Notes, the Senior Notes). Interest on the Senior Notes will accrue at 1.009% per annum with respect to the 2029 Senior
Notes, 1.415% per annum with respect to the 2031 Senior Notes, 1.670% per annum with respect to the 2034 Senior Notes, 1.953% per annum with respect to the 2039 Senior Notes, 2.195% per annum with respect to the 2044
Senior Notes, 2.390% per annum with respect to the 2054 Senior Notes and 2.448% per annum with respect to the 2059 Senior Notes. Interest on each series of the Senior Notes will be payable semi-annually in arrears on March 7 and
September 7 of each year, beginning on September 7, 2024; provided, that the last interest payment on the 2054 Senior Notes will be March 6, 2054, the stated maturity of the 2054 Senior Notes.
The stated maturity of the 2029 Senior Notes will be March 7, 2029, of the 2031 Senior Notes will be March 7, 2031, of the 2034 Senior Notes
will be March 7, 2034, of the 2039 Senior Notes will be March 7, 2039, of the 2044 Senior Notes will be March 7, 2044, of the 2054 Senior Notes will be March 6, 2054 and of the 2059 Senior Notes will be March 7, 2059. The Senior Notes of each series
will be redeemable at MetLife, Inc.s option, in whole or in part, from and after the applicable Par Call Date (as defined herein) at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed, plus
accrued interest to the redemption date. See Description of the Senior Notes Optional Redemption. MetLife, Inc. may redeem the Senior Notes if certain events occur involving U.S. taxation as described herein under the
caption Description of the Senior Notes Tax Redemption.
The Senior Notes will be unsecured obligations of MetLife, Inc.
and each series of the Senior Notes will rank equally in right of payment with each other series of the Senior Notes and all of MetLife, Inc.s existing and future unsecured and unsubordinated indebtedness.
The offering of each series of the Senior Notes is not conditioned on the completion of the offering of any other series of the Senior Notes.
See Risk Factors beginning on page
S-12 of this prospectus supplement and the periodic reports MetLife, Inc. files with the Securities and Exchange Commission (the SEC) to read about important factors you should
consider before buying the Senior Notes.
Neither the SEC nor any state securities commission has approved or disapproved of the
Senior Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per 2029 Senior Note |
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Per 2031 Senior Note |
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Per 2034 Senior Note |
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Per 2039 Senior Note |
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Per 2044 Senior Note |
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Per 2054 Senior Note |
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Per 2059 Senior Note |
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Total |
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Price to the Public (1) |
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100.00 |
% |
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100.00 |
% |
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100.00 |
% |
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100.00 |
% |
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100.00 |
% |
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100.00 |
% |
|
|
100.00 |
% |
|
¥ |
112,300,000,000 |
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Underwriting Discount |
|
|
0.300 |
% |
|
|
0.400 |
% |
|
|
0.450 |
% |
|
|
0.550 |
% |
|
|
0.600 |
% |
|
|
0.700 |
% |
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|
0.700 |
% |
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¥ |
614,350,000 |
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Proceeds, before expenses, to MetLife, Inc. (1) |
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|
99.700 |
% |
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|
99.600 |
% |
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|
99.550 |
% |
|
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99.450 |
% |
|
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99.400 |
% |
|
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99.300 |
% |
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99.300 |
% |
|
¥ |
111,685,650,000 |
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(1) |
Plus accrued and unpaid interest, if any, from March 7, 2024. |
No series of the Senior Notes will be listed on any securities exchange. Currently, there is no public market for the Senior Notes.
The underwriters expect to deliver each series of the Senior Notes, in book-entry form only, through Clearstream Banking, S.A.
(Clearstream) or Euroclear Bank SA/NV (Euroclear), as the case may be, on or about March 7, 2024, which is the fourth Tokyo business day following the date of this prospectus supplement. This settlement date may
affect the trading of the Senior Notes.
Joint Bookrunners
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Mizuho |
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Morgan Stanley |
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SMBC Nikko |
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BofA Securities |
Senior Co-Managers
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BNP PARIBAS |
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Deutsche Bank Securities |
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TD Securities |
Co-Managers
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Scotiabank |
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Société Générale Corporate & Investment Banking |
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US Bancorp |
Junior Co-Managers
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Guzman & Company |
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Independence Point Securities |
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Multi-Bank Securities, Inc. |
Prospectus Supplement dated March 1, 2024.