Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

On January 6, 2023, MetLife, Inc. (the "Company") issued $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2054 (the "Senior Notes"). The Senior Notes were issued pursuant to the Senior Indenture, dated as of November 9, 2001 (incorporated by reference to Exhibit 4.1(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2011), between the Company and The Bank of New York Mellon Trust Company, N.A., (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the "Trustee"), as supplemented by the Thirty-Seventh Supplemental Indenture, dated as of January 6, 2023, with respect to the Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference).

The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-268442), filed with the U.S. Securities and Exchange Commission (the "Commission") on November 17, 2022, and a prospectus supplement related to the Senior Notes dated January 3, 2023 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).

Item 8.01. Other Events

On January 3, 2023, the Company entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) and (ii) a pricing agreement (attached hereto as Exhibit 1.2 and incorporated herein by reference) (the "Pricing Agreement") relating to the sale of the Senior Notes, each among the Company and BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I to the Pricing Agreement.

A copy of the opinion letter of Willkie Farr & Gallagher LLP, relating to the validity of the Senior Notes is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                               Description of Exhibit

 1.1          Underwriting Agreement, dated as of January 3, 2023, among the
            Company and BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC
            Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley &
            Co. LLC, as representatives of the several underwriters named in
            Schedule I to the Pricing Agreement.

 1.2          Pricing Agreement, dated January 3, 2023, among the Company and BofA
            Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA)
            Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
            representatives of the several underwriters named therein.

 4.1          Thirty-Seventh Supplemental Indenture, dated as of January 6, 2023,
            between the Company and the Trustee.

 4.2          Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).

 5.1          Opinion Letter of Willkie Farr & Gallagher LLP relating to the
            validity of the Senior Notes.

23.1          Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1
            above).

101         Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in
            Inline XBRL (Inline eXtensible Business Reporting Language).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document and included in Exhibit 101).

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