Bond MetLifeCorp 5.875% ( US59156RBT41 ) in USD

MetLifeCorp

101.96 % ▲

United States

US59156RBT41 ( in USD )

5.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond MetLife Inc US59156RBT41 en USD 5.875%, maturity Perpetual

2 000 USD

500 000 000 USD

59156RBT4

BBB ( Lower medium grade - Investment-grade )

N/A

15/03/2026 ( In 163 days )

MetLife, Inc. is a leading global provider of insurance, annuities, and employee benefits programs, offering a wide range of financial products and services to individuals and institutions worldwide.

The Bond issued by MetLifeCorp ( United States ) , in USD, with the ISIN code US59156RBT41, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by MetLifeCorp ( United States ) , in USD, with the ISIN code US59156RBT41, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d516376d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-214708
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)
5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D

$500,000,000

$62,250

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $62,250 is due for this offering.
Table of Contents
Prospectus Supplement
(To Prospectus Dated November 18, 2016)
500,000 Shares

5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D
MetLife, Inc. is offering 500,000 shares of its 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, $1,000 liquidation preference per share (the
"Series D Preferred Shares").
Holders of Series D Preferred Shares will be entitled to receive dividend payments only when, as and if declared by MetLife, Inc.'s board of directors (or a duly
authorized committee of the board), out of funds legally available for the payment of dividends. Any such dividends will be payable on a non-cumulative basis (i) from
the date of original issue, semi-annually in arrears on the 15th day of March and September of each year commencing on September 15, 2018, to, but excluding,
March 15, 2028, at a fixed rate per annum of 5.875%, and (ii) from, and including, March 15, 2028, quarterly in arrears on the 15th day of March, June, September and
December of each year, at a floating rate per annum equal to three-month U.S. dollar LIBOR plus 2.959% on the related LIBOR determination date. Payment of dividends
on the Series D Preferred Shares is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
Dividends on the Series D Preferred Shares will not be cumulative and will not be mandatory. Accordingly, if dividends are not declared on the Series D Preferred
Shares for any dividend period, then any accrued dividends for that dividend period shall cease to accrue and be payable. If MetLife, Inc.'s board of directors (or a duly
authorized committee of the board) has not declared a dividend before the dividend payment date for any dividend period, MetLife, Inc. will have no obligation to pay
dividends accrued for such dividend period on or after the dividend payment date for that dividend period, whether or not dividends on the Series D Preferred Shares are
declared for any future dividend period.
MetLife, Inc. may, at its option, redeem the Series D Preferred Shares, (a) in whole but not in part, at any time prior to March 15, 2028, within 90 days after the
occurrence of a "rating agency event," at a redemption price equal to $1,020 per Series D Preferred Share, plus an amount equal to any accrued and unpaid dividends per
share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date and (b)(i) in whole but not in part, at
any time prior to March 15, 2028, within 90 days after the occurrence of a "regulatory capital event," or (ii) in whole or in part, from time to time, on or after March 15,
2028, in each case, at a redemption price equal to $1,000 per Series D Preferred Share, plus an amount equal to any accrued and unpaid dividends per share that have
accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. See "Description of the Series D Preferred
Shares -- Optional Redemption." If the Series D Preferred Shares are treated as "Tier 1 capital" (or a substantially similar concept) under the capital guidelines of
MetLife, Inc.'s "capital regulator," any redemption of the Series D Preferred Shares may be subject to MetLife, Inc.'s receipt of any required prior approval from the
"capital regulator" and to the satisfaction of any conditions to MetLife, Inc.'s redemption of the Series D Preferred Shares set forth in those capital guidelines or any other
applicable regulations of the "capital regulator." "Capital regulator" means any governmental agency, instrumentality or standard-setting organization, including, but not
limited to, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the Federal Insurance Office (the "FIO"), the National Association of
Insurance Commissioners (the "NAIC") or any state insurance regulator, as may then have group-wide oversight of MetLife, Inc.'s regulatory capital.
The Series D Preferred Shares will not have voting rights, except as set forth under "Description of the Series D Preferred Shares --Voting Rights" on page S-30.
The Series D Preferred Shares will not be listed or displayed on any securities exchange or interdealer quotation system.
See "Risk Factors" beginning on page S-13 of this prospectus supplement and the periodic reports MetLife, Inc. files with the Securities and
Exchange Commission to read about important factors you should consider before buying the Series D Preferred Shares.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the Series D Preferred Shares
or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.

Per Series D

Preferred Share
Total

Price to the Public (1)

$
1,000.00
$500,000,000.00
Underwriting Discount

$
10.00
$
5,000,000.00
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
Proceeds, before expenses, to MetLife, Inc.

$
990.00
$495,000,000.00

(1) The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance, which
is expected to be March 22, 2018.
The underwriters expect to deliver the Series D Preferred Shares, in book-entry form only, through the facilities of The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg ("Clearstream Luxembourg") and/or Euroclear Bank S.A./N.V. ("Euroclear"),
on or about March 22, 2018.

Joint Bookrunners

BofA Merrill Lynch

Citigroup

J.P. Morgan

Wells Fargo Securities
Senior Co-Managers

Barclays
BNP PARIBAS
Credit Suisse
Deutsche Bank
Goldman Sachs &
HSBC
Morgan

Securities

Co. LLC

Stanley
Co-Managers

Mizuho Securities

Scotiabank

SOCIETE GENERALE

SMBC Nikko

US Bancorp
Junior Co-Managers

ANZ
BNY Mellon Capital
COMMERZBANK
Credit
ICBC
nabSecurities, LLC
NatWest
Santander
Securities
Markets, LLC
Agricole CIB
Standard
Markets

Bank

Standard
TD Securities
The Williams Capital
UniCredit Capital
Drexel Hamilton
MFR Securities, Inc.
Mischler
Chartered
Group, L.P.
Markets
Financial
Bank

Group, Inc.

Prospectus Supplement dated March 20, 2018.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-2
Where You Can Find More Information
S-2
Special Note Regarding Forward-Looking Statements
S-4
Note Regarding Reliance On Statements In Our Contracts
S-6
Summary
S-7
Risk Factors
S-13
Selected Historical Consolidated Financial Data
S-19
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
S-21
Use of Proceeds
S-22
Capitalization
S-23
Description of the Series D Preferred Shares
S-24
Certain Material U.S. Federal Income Tax Consequences
S-36
Underwriting
S-42
Legal Opinions
S-48
Experts
S-48

Page
Prospectus

About This Prospectus

1
Risk Factors

1
Special Note Regarding Forward-Looking Statements

1
Note Regarding Reliance on Statements in Our Contracts

3
Where You Can Find More Information

3
MetLife, Inc.

5
The Trusts

5
Use of Proceeds

6
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
Ratio of Earnings to Fixed Charges

7
Description of Securities

8
Description of Debt Securities

9
Description of Capital Stock

19
Description of Depositary Shares

25
Description of Warrants

28
Description of Purchase Contracts

30
Description of Units

31
Description of Trust Preferred Securities

32
Description of Guarantees

35
Plan of Distribution

38
Legal Opinions

39
Experts

39

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or different
information. If anyone provided you with additional or different information, you should not rely on it. Neither we nor the underwriters
are making an offer to sell the Series D Preferred Shares in any jurisdiction where the offer or sale is not permitted. You should assume
that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference,
is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.

S-1
Table of Contents
The Series D Preferred Shares are offered for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is
lawful to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the Series D
Preferred Shares in some jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying
prospectus come are required by us and the underwriters to inform themselves about and to observe any applicable restrictions. This prospectus
supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in
which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation. See "Underwriting --
Offering Restrictions" in this prospectus supplement.
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus carefully before investing in the Series D Preferred
Shares. This prospectus supplement contains the terms of the Series D Preferred Shares. This prospectus supplement may add, update or change
information in the accompanying prospectus. In addition, the information incorporated by reference in the accompanying prospectus may have
added, updated or changed information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with any
information in the accompanying prospectus (or any information incorporated therein by reference), this prospectus supplement will apply and will
supersede such information.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the additional information under the caption "Where You Can Find More
Information" in this prospectus supplement and the accompanying prospectus.
Unless otherwise stated or the context otherwise requires, references in this prospectus supplement to "MetLife," the "Company," "we,"
"our" and "us" refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates, while references to "MetLife,
Inc." refer only to the holding company on an unconsolidated basis.
WHERE YOU CAN FIND MORE INFORMATION
MetLife, Inc. files reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC"). These
reports, proxy statements and other information can be read and copied at the SEC's public reference room at 100 F Street, N.E., Washington,
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an
internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file
electronically with the SEC, including MetLife, Inc. MetLife, Inc.'s common stock is listed and trading on the New York Stock Exchange under
the symbol "MET." These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, 11
Wall Street, New York, New York 10005.
The SEC allows "incorporation by reference" into this prospectus supplement and the accompanying prospectus of information that MetLife,
Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information
referenced this way is considered part of this prospectus supplement and the accompanying prospectus. Information furnished under Item 2.02 and
Item 7.01 of MetLife, Inc.'s Current Reports on Form 8-K is not incorporated by reference in this prospectus supplement and the accompanying
prospectus. MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC:

·
Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K");

S-2
Table of Contents
·
The portions of MetLife, Inc.'s Definitive Proxy Statement filed on April 27, 2017 for our Annual Meeting of Stockholders incorporated by
reference into MetLife, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016; and

·
Current Reports on Form 8-K filed April 17, 2017 (as amended by Form 8-K/A Amendment No. 1 filed May 1, 2017), October 31, 2017,
November 6, 2017, December 21, 2017, January 19, 2018, January 25, 2018, January 30, 2018, February 13, 2018 (only with respect to the
Item 8.01 information), February 16, 2018, February 20, 2018, February 21, 2018 and March 5, 2018.
MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than information furnished under Item
2.02 or Item 7.01 of MetLife, Inc.'s Current Reports on Form 8-K, until the termination or completion of the offering of the Series D Preferred
Shares made by this prospectus supplement and the accompanying prospectus. Any such reports filed by MetLife, Inc. with the SEC, other than
information furnished under Item 2.02 or Item 7.01 of MetLife, Inc.'s Current Reports on Form 8-K, on or after the date of this prospectus
supplement and before the date that the offering of the Series D Preferred Shares by means of this prospectus supplement and the accompanying
prospectus is terminated or completed will automatically update and, where applicable, supersede any information contained in this prospectus
supplement and the accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus.
MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents that are incorporated by
reference into this prospectus supplement and the accompanying prospectus, other than exhibits to those documents, unless those exhibits are
specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, MetLife, Inc., 200 Park Avenue,
New York, New York 10166, by electronic mail ([email protected]), or by telephone (212-578-9500). You may also obtain the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus at MetLife's website, www.metlife.com. All other
information contained on MetLife's website is not a part of this prospectus supplement or the accompanying prospectus, and any references to
MetLife's website are intended to be inactive textual references only.

S-3
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus 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. These statements can be identified by the fact that they do not relate strictly to historical or current facts.
They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will be," "will not," and other words and terms
of similar meaning, or are tied to future periods, in connection with a discussion of future financial performance. In particular, these include
statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
risks and uncertainties. Many such factors will be important in determining the actual future results of MetLife. These statements are based on
current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These
statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking
statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in
MetLife, Inc.'s filings with the SEC. These factors include: (1) adverse effects which may arise in connection with the material weaknesses in our
internal control over financial reporting or our failure to promptly remediate them; (2) difficult conditions in the global capital markets;
(3) increased volatility and disruption of the global capital and credit markets, which may affect our ability to meet liquidity needs and access
capital, including through our credit facilities, generate fee income and market-related revenue and finance statutory reserve requirements and may
require us to pledge collateral or make payments related to declines in value of specified assets, including assets supporting risks ceded to certain
of our captive reinsurers or hedging arrangements associated with those risks; (4) exposure to global financial and capital market risks, including
as a result of the United Kingdom's notice of withdrawal from the European Union or other disruption in global political, security or economic
conditions; (5) impact on us of comprehensive financial services regulation reform; (6) numerous rulemaking initiatives required or permitted by
the Dodd-Frank Wall Street Reform and Consumer Protection Act which may impact how we conduct our business, including those compelling
the liquidation of certain financial institutions; (7) regulatory, legislative or tax changes relating to our insurance, international, or other operations
that may affect the cost of, or demand for, our products or services, or increase the cost or administrative burdens of providing benefits to
employees; (8) adverse results or other consequences from litigation, arbitration or regulatory investigations; (9) potential liquidity and other risks
resulting from our participation in a securities lending program and other transactions; (10) investment losses and defaults, and changes to
investment valuations; (11) changes in assumptions related to investment valuations, deferred policy acquisition costs, deferred sales inducements,
value of business acquired or goodwill; (12) impairments of goodwill and realized losses or market value impairments to illiquid assets;
(13) defaults on our mortgage loans; (14) the defaults or deteriorating credit of other financial institutions that could adversely affect us;
(15) economic, political, legal, currency and other risks relating to our international operations, including with respect to fluctuations of exchange
rates; (16) downgrades in our claims paying ability, financial strength or credit ratings; (17) a deterioration in the experience of the closed block
established in connection with the reorganization of Metropolitan Life Insurance Company; (18) availability and effectiveness of reinsurance,
hedging or indemnification arrangements, as well as any default or failure of counterparties to perform; (19) differences between actual claims
experience and underwriting and reserving assumptions; (20) ineffectiveness of risk management policies and procedures; (21) catastrophe losses;
(22) increasing cost and limited market capacity for statutory life insurance reserve financings; (23) heightened competition, including with respect
to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors, and for
personnel; (24) exposure to losses related to variable annuity guarantee benefits, including from significant and sustained downturns or extreme
volatility in equity markets, reduced interest rates, unanticipated policyholder behavior, mortality or longevity, and any adjustment for
nonperformance risk; (25) our ability to address difficulties, unforeseen liabilities, asset

S-4
Table of Contents
impairments, or rating agency actions arising from (a) business acquisitions and integrating and managing the growth of such acquired businesses,
(b) dispositions of businesses via sale, initial public offering, spin-off or otherwise, including failure to achieve projected operational benefit from
such transactions and any restrictions, liabilities, losses or indemnification obligations arising from any transitional services or tax arrangements
related to the separation of any business, or from the failure of such a separation to qualify for any intended tax-free treatment, (c) entry into joint
ventures, or (d) legal entity reorganizations; (26) unanticipated or adverse developments that could adversely affect our achieving expected
operational or other benefits from the separation of Brighthouse Financial, Inc. and its subsidiaries ("Brighthouse"); (27) our equity market
exposure to Brighthouse Financial, Inc.; (28) liabilities, losses or indemnification obligations arising from our transitional services, investment
management or tax arrangements or other agreements with Brighthouse; (29) failure of the separation of Brighthouse to qualify for intended
tax-free treatment; (30) legal, regulatory and other restrictions affecting MetLife, Inc.'s ability to pay dividends and repurchase common stock;
(31) MetLife, Inc.'s and its subsidiary holding companies' primary reliance, as holding companies, on dividends from subsidiaries to meet free
cash flow targets and debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends;
(32) the possibility that MetLife, Inc.'s board of directors may influence the outcome of stockholder votes through the voting provisions of the
MetLife Policyholder Trust; (33) changes in accounting standards, practices and/or policies; (34) increased expenses relating to pension and
postretirement benefit plans, as well as health care and other employee benefits; (35) inability to protect our intellectual property rights or claims of
infringement of the intellectual property rights of others; (36) difficulties in marketing and distributing products through our distribution channels;
(37) provisions of laws and our incorporation documents that may delay, deter or prevent takeovers and corporate combinations involving MetLife;
(38) the effects of business disruption or economic contraction due to disasters such as terrorist attacks, cyberattacks, other hostilities, or natural
catastrophes, including any related impact on the value of our investment portfolio, our disaster recovery systems, cyber- or other information
security systems and management continuity planning; (39) any failure to protect the confidentiality of client information; (40) the effectiveness of
our programs and practices in avoiding giving our associates incentives to take excessive risks; (41) the impact of technological changes on our
businesses; and (42) other risks and uncertainties described from time to time in MetLife, Inc.'s filings with the SEC.
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 reports to
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
the SEC.

S-5
Table of Contents
NOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTS
In reviewing the agreements included as exhibits to any of the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus, please remember that they are included to provide you with information regarding their terms and are not intended to
provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or affiliates, or the other parties to the agreements. The
agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have
been made solely for the benefit of the other parties to the applicable agreement and:

·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if

those statements prove to be inaccurate;

·
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement,

which disclosures are not necessarily reflected in the agreement;

·
may apply standards of materiality in a way that is different from what may be viewed as material to investors; and

·
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are

subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time.

S-6
Table of Contents
SUMMARY
This summary contains basic information about us and the offering. Because it is a summary, it does not contain all of the information
that you should consider before purchasing any Series D Preferred Shares in the offering. You should read this entire prospectus supplement
and the accompanying prospectus carefully, including the sections entitled "Risk Factors" in this prospectus supplement and the periodic
reports MetLife, Inc. files with the SEC, our financial statements and the notes thereto, and the other information incorporated by reference
into this prospectus supplement and the accompanying prospectus, before making an investment decision.
MetLife
MetLife is one of the world's leading financial services companies, providing insurance, annuities, employee benefits and asset
management. Through its subsidiaries and affiliates, MetLife has leading market positions in the United States, Japan, Latin America, Asia,
Europe and the Middle East.
MetLife is also one of the largest institutional investors in the United States with a $457 billion general account portfolio invested
primarily in investment grade corporate bonds, structured finance securities, mortgage loans and U.S. Treasury and agency securities, as well
as real estate and corporate equity, at December 31, 2017.
MetLife's well-recognized brand, leading market positions, competitive and innovative product offerings and financial strength and
expertise should help drive future growth and enhance shareholder value, building on a long history of fairness, honesty and integrity. Over
the course of the next several years, MetLife will pursue its refreshed enterprise strategy, focusing on transforming the company to become
more digital, driving efficiencies and innovation to achieve competitive advantage, and simplified, decreasing the costs and risks associated
with MetLife's highly complex industry to customers and shareholders.
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
MetLife is organized into five segments: U.S.; Asia; Latin America; Europe, the Middle East and Africa; and MetLife Holdings. In
addition, the Company reports certain of its results of operations in Corporate & Other. See "Business -- Segments and Corporate & Other" in
the 2017 Form 10-K incorporated by reference herein for further information on MetLife's segments and Corporate & Other. Management
continues to evaluate MetLife's segment performance and allocated resources and may adjust related measurements in the future to better
reflect segment profitability.
On August 4, 2017, MetLife, Inc. completed the separation of Brighthouse through a distribution of 96,776,670 shares of Brighthouse
Financial, Inc. common stock to the MetLife, Inc. common shareholders (the "Separation"). See Note 3 of the Notes to the Consolidated
Financial Statements in the 2017 Form 10-K incorporated herein for additional information on the Separation.
MetLife is incorporated under the laws of the State of Delaware. MetLife's principal executive offices are located at 200 Park Avenue,
New York, New York 10166-0188, its telephone number is (212) 578-9500 and its internet address is www.metlife.com. Information
contained on MetLife's website does not constitute part of this prospectus supplement or the accompanying prospectus. This website address is
an inactive text reference and is not intended to be an actual link to the website.

S-7
Table of Contents
The Offering

Issuer
MetLife, Inc.

Securities Offered
500,000 shares of 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series D, $0.01 par value per share, with a liquidation preference of $1,000 per share, of
MetLife, Inc. (the "Series D Preferred Shares").

Dividends
Holders of Series D Preferred Shares will be entitled to receive dividend payments only
when, as and if declared by MetLife, Inc.'s board of directors (or a duly authorized
committee of the board), out of funds legally available for the payment of dividends.
Any such dividends will be payable on a non-cumulative basis (i) from the date of
original issue, semi-annually in arrears on the 15th day of March and September of each
year commencing on September 15, 2018, to, but excluding, March 15, 2028, at a fixed
rate per annum of 5.875%, and (ii) from, and including, March 15, 2028, quarterly in
arrears on the 15th day of March, June, September and December of each year, at a
floating rate per annum equal to three-month U.S. dollar LIBOR plus 2.959% on the
related LIBOR determination date. Dividend payment dates are subject to adjustment
for business days. Any such dividends will be distributed to holders of the Series D
Preferred Shares in the manner described under "Description of the Series D Preferred
Shares -- Dividends."

A dividend period is (i) from, and including, the original issue date of the Series D
Preferred Shares to, but excluding, March 15, 2028, the period from, and including, a
dividend payment date to, but excluding, the next dividend payment date, except that the
initial dividend period will commence on, and include, the original issue date of the

Series D Preferred Shares and will end on, but exclude, the September 15, 2018
dividend payment date, and (ii) from, and including, March 15, 2028, the period from,
and including, a dividend payment date to, but excluding, the next dividend payment
date.

LIBOR for each dividend period from, and including, March 15, 2028, will be the
offered rate expressed as a percentage per annum for three-month deposits in U.S.
dollars, beginning on the first day of such dividend period, as that rate appears on

Reuters screen LIBOR01 (or any successor or replacement page) as of approximately
11:00 A.M., London time, on the second London business day immediately preceding
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
the first day of such dividend period, except in the circumstances described under
"Description of the Series D Preferred Shares -- Dividends."

Dividends on the Series D Preferred Shares will not be cumulative and will not be
mandatory. Accordingly, if dividends are not declared on the Series D Preferred Shares

for any dividend period, then any accrued dividends for that dividend period shall cease
to accrue and be payable. If MetLife, Inc.'s board of directors (or a duly authorized

S-8
Table of Contents
committee of the board) has not declared a dividend before the dividend payment date
for any dividend period, MetLife, Inc. will have no obligation to pay dividends accrued

for such dividend period on or after the dividend payment date for that dividend period,
whether or not dividends on the Series D Preferred Shares are declared for any future
dividend period.

During any dividend period, so long as any Series D Preferred Shares remain
outstanding, unless the full dividends for the latest completed dividend period on all

outstanding Series D Preferred Shares have been declared and paid, or declared and a
sum sufficient for the payment thereof has been set aside:

· no dividend shall be paid or declared on MetLife, Inc.'s common stock or other

junior stock; and

· no common stock or other junior stock shall be purchased, redeemed or otherwise
acquired for consideration by MetLife, Inc., directly or indirectly (other than as a

result of the reclassification of such junior stock for or into other junior stock, or the
exchange or conversion of one share of such junior stock for or into another share of
such junior stock).

For any dividend period in which dividends are not paid in full upon the Series D
Preferred Shares or any parity stock having the same restrictions on the declaration and
payment of dividends as the Series D Preferred Shares, all dividends declared for such

dividend period with respect to the Series D Preferred Shares and such parity stock shall
be declared on a pro rata basis. See "Description of the Series D Preferred Shares --
Dividends."

Payment of dividends on the Series D Preferred Shares is subject to certain legal,

regulatory and other restrictions described under "Description of the Series D Preferred
Shares -- Dividends" below.

Dividend Payment Dates
The 15th day of March and September of each year, commencing on September 15,
2018 and ending on March 15, 2028, and the 15th day of March, June, September and
December of each year following March 15, 2028, subject to adjustment for business
days as provided below. If any dividend payment date on or prior to March 15, 2028 is
not a business day (as defined below), then the dividend with respect to that dividend
payment date will be paid on the next succeeding business day, without interest or other
payment in respect of such delayed payment. If any date after March 15, 2028 on which
dividends would otherwise be payable is not a business day, then the dividend payment
date will be the next succeeding business day unless such day falls in the next calendar
month, in which case the dividend payment date will be the immediately preceding day
that is a business day, and dividends will accrue to the dividend payment date as so
adjusted. "Business day" means any day other than a day on which federal or state
banking institutions in the Borough of Manhattan, The City of New York, are authorized
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
or obligated by

S-9
Table of Contents
law, executive order or regulation to close. See "Description of the Series D Preferred

Shares -- Dividends."

Optional Redemption
MetLife, Inc. may, at its option, redeem the Series D Preferred Shares, (a) in whole but
not in part, at any time prior to March 15, 2028, within 90 days after the occurrence of a
"rating agency event," at a redemption price equal to $1,020 per Series D Preferred
Share, plus an amount equal to any accrued and unpaid dividends per share that have
accrued but not been declared and paid for the then-current dividend period to, but
excluding, such redemption date and (b)(i) in whole but not in part, at any time prior to
March 15, 2028, within 90 days after the occurrence of a "regulatory capital event," or
(ii) in whole or in part, from time to time, on or after March 15, 2028, in each case, at a
redemption price equal to $1,000 per Series D Preferred Share, plus an amount equal to
any accrued and unpaid dividends per share that have accrued but not been declared and
paid for the then-current dividend period to, but excluding, such redemption date. If the
Series D Preferred Shares are treated as "Tier 1 capital" (or a substantially similar
concept) under the capital guidelines of MetLife, Inc.'s "capital regulator," any
redemption of the Series D Preferred Shares may be subject to MetLife, Inc.'s receipt of
any required prior approval from the "capital regulator" and to the satisfaction of any
conditions to MetLife, Inc.'s redemption of the Series D Preferred Shares set forth in
those capital guidelines or any other applicable regulations of the "capital regulator."
The Series D Preferred Shares will not be subject to any sinking fund or other obligation
of MetLife, Inc. to redeem, repurchase or retire the Series D Preferred Shares. See
"Description of the Series D Preferred Shares -- Optional Redemption."

Ranking
The Series D Preferred Shares:

· will rank senior to MetLife, Inc.'s junior stock with respect to the payment of
dividends and distributions upon liquidation, dissolution or winding-up. Junior stock
includes MetLife, Inc.'s common stock, its Series A Junior Participating Preferred

Stock (the "Series A Junior Preferred Shares"), of which none has been issued or is
outstanding, and any other class of stock that ranks junior to the Series D Preferred
Shares either as to the payment of dividends or as to the distribution of assets upon
any liquidation, dissolution or winding-up of MetLife, Inc.; and

· will rank equally with each other series of parity stock that MetLife, Inc. has issued
or may issue with respect to the payment of dividends and distributions upon
liquidation, dissolution or winding-up. Parity stock includes MetLife, Inc.'s Floating

Rate Non-Cumulative Preferred Stock, Series A (the "Series A Preferred Shares"),
and MetLife, Inc.'s 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series C (the "Series C Preferred Shares").

S-10
Table of Contents
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

424B5
Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution or winding-up of MetLife,
Inc., holders of the Series D Preferred Shares are entitled to receive out of the assets of
MetLife, Inc., available for distribution to stockholders, before any distribution is made
to holders of common stock or other junior stock, a liquidating distribution in the
amount of $1,000 per Series D Preferred Share plus any declared and unpaid dividends,
without accumulation of any undeclared dividends. Distributions will be made pro rata
as to the Series D Preferred Shares and any parity stock and only to the extent of
MetLife, Inc.'s assets, if any, that are available after satisfaction of all liabilities to
creditors. See "Description of the Series D Preferred Shares -- Liquidation Rights."

Voting Rights
Holders of the Series D Preferred Shares will have no voting rights, except with respect
to certain fundamental changes in the terms of the Series D Preferred Shares, in the case
of certain dividend non-payments and as otherwise required by applicable law. See
"Description of the Series D Preferred Shares -- Voting Rights."

Maturity
The Series D Preferred Shares do not have any maturity date, and MetLife, Inc. is not
required to redeem the Series D Preferred Shares. Accordingly, the Series D Preferred
Shares will remain outstanding indefinitely, unless and until MetLife, Inc. decides to
redeem them.

Preemptive Rights
Holders of the Series D Preferred Shares will have no preemptive rights.

Certain Material U.S. Federal Income Tax
If you are a noncorporate U.S. holder of Series D Preferred Shares, dividends paid to
Consequences
you will be taxable to you at a maximum rate of 20%, subject to certain requirements
described herein, plus all or a portion of such dividends may also be subject to a 3.8%
tax imposed on "net investment income." If you are taxed as a corporation, for taxable
years beginning after December 31, 2017, except as described herein under "Certain
Material U.S. Federal Income Tax Consequences -- U.S. Holders -- Distributions on
Series D Preferred Shares," dividends generally will be eligible for the 50% dividends-
received deduction. If you are a non-U.S. holder of Series D Preferred Shares, dividends
paid to you are subject to withholding tax at a 30% rate or at a lower rate if you are
eligible for the benefits of an income tax treaty that provides for a lower rate. For
further discussion of the material U.S. federal income tax consequences relating to the
purchase, ownership and disposition of the Series D Preferred Shares, see "Certain
Material U.S. Federal Income Tax Consequences."

Use of Proceeds
We expect to receive net proceeds from this offering of approximately $493,500,000,
after the underwriting discount and estimated expenses.

S-11
Table of Contents
We intend to use the net proceeds from this offering for general corporate purposes,

which may include the repayment of our indebtedness.

Listing
The Series D Preferred Shares will not be listed or displayed on any securities exchange
or interdealer quotation system.

Transfer Agent and Registrar
Computershare, Inc.

Calculation Agent
MetLife, Inc. will appoint a calculation agent with respect to the Series D Preferred
Shares prior to the second London business day preceding the March 15, 2028 dividend
payment date.
https://www.sec.gov/Archives/edgar/data/1099219/000119312518090825/d516376d424b5.htm[3/22/2018 9:48:59 AM]

Document Outline

#1">
- #1">