UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~November 16~~December 21, 2023

METROPOLITAN LIFE INSURANCE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

of Incorporation)


000-55029		13-5581829
(Commission File Number)		(I.R.S. Employer Identification No.)

000-55029		13-5581829
(CommissionFile Number)		(IRS EmployerIdentification 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 TradingSymbol~~(s)~~ Name of each exchangeon which registered None N/A N/A

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 8 5.0103 ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~November~~December 1621, 2023, ~~Metropolitan~~the ~~Life~~Superintendent ~~Insurance~~of ~~Company,~~the a New York~~-domiciled~~ ~~insurance~~State ~~company~~Department of Financial Services (the “~~Company~~Superintendent”), ~~and~~approved ~~Metropolitan~~amendments ~~Tower~~to ~~Life~~the ~~Insurance Company, a Nebraska~~By-~~domiciled~~Laws ~~insurance company~~ (~~“MTL”~~as ~~and,~~so ~~together with MLIC~~amended, the “~~Ceding Companies~~By-Laws”), ~~completed~~of ~~the~~Metropolitan ~~previously~~Life ~~announced~~Insurance ~~transactions~~Company (~~collectively,~~ the “~~Transaction~~Company”) ~~with~~previously ~~Global~~approved ~~Atlantic~~by ~~Financial Group under~~ the ~~Master Transaction Agreement, dated May 25, 2023, entered into with Commonwealth Annuity and Life Insurance~~ Company,’s aBoard ~~Massachusetts-domiciled~~of ~~corporation~~Directors (the “~~CwA~~Board”), ~~and~~rendering ~~First~~them ~~Allmerica~~effective. ~~Financial~~The ~~Life Insurance~~ Company, is a ~~Massachusetts~~wholly-~~domiciled~~owned ~~insurance~~subsidiary ~~company~~of ~~(“FAFLIC” and~~MetLife, ~~together with CwA, the “Reinsurers”)~~Inc.

AtThe ~~the closing of the Transaction on November 16~~By-Laws, ~~2023,~~among ~~(i)~~other ~~the~~things: Company 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.

~~The~~• ~~Company~~Permit ~~will~~special ~~remain~~meetings asof ~~administrator and service provider for~~ the ~~applicable~~Board ~~policies~~ to be ~~reinsured.~~called ~~MetLife~~on ~~Investment~~such ~~Management,~~advanced ~~LLC~~notice ~~will~~as ~~also~~the ~~manage~~person aor ~~significant~~persons ~~amount~~calling of the ~~assets~~meeting ~~under~~may adeem ~~five-year~~necessary ~~investment~~or ~~management~~appropriate ~~agreement.~~in the circumstances;

~~Note~~• ~~Regarding~~Provide ~~Forward-Looking~~that ~~Statements~~the Chairman of the Board is not an officer position; and

As• ~~used~~Contemplate inthe ~~this~~appointment ~~Form~~of ~~8-K,~~more ~~“MLIC,”~~than ~~the~~one ~~“Company,”~~President ~~“we,”~~by ~~“our”~~the Board and ~~“us”~~remove ~~refer~~certain topowers ~~Metropolitan~~of ~~Life~~the ~~Insurance~~President ~~Company.~~under the By-Laws.

~~This~~The ~~Current~~foregoing ~~Report~~summary ~~on Form 8-K may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning~~ of the ~~Private~~amendments ~~Securities~~does ~~Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do~~ not ~~relate~~purport ~~strictly~~ to ~~historical~~be orcomplete ~~current facts. They use words~~ and ~~terms~~is ~~such~~qualified asin ~~“anticipate,”~~its ~~“are~~entirety ~~confident,”~~by ~~“assume,”~~reference ~~“believe,”~~to ~~“continue,”~~the ~~“could,”~~complete ~~“estimate,”~~text ~~“expect,”~~of ~~“if,”~~the ~~“intend~~By-Laws,” ~~“likely,”~~which ~~“may,” “plan,” “potential,” “project,” “should,” “will,” “would” and other words and terms of similar meaning or that~~ are ~~otherwise~~attached ~~tied~~hereto toas ~~future~~Exhibit ~~periods~~3.1 ~~or future performance,~~ in ~~each~~redline ~~case~~form inshowing ~~all~~the ~~derivative~~amendments ~~forms.~~described ~~They include statements relating to future actions~~above, ~~prospective services or products, future performance or results of current~~ and ~~anticipated~~as ~~services~~Exhibit or3.2 ~~products,~~in ~~future~~unmarked ~~sales efforts~~form, ~~future expenses, the outcome of contingencies such as legal proceedings,~~ and ~~future~~are ~~trends~~incorporated inherein ~~operations~~by ~~and financial results~~reference.

~~Many~~Item ~~factors determine Company results, and they involve unpredictable risks and uncertainties~~9. ~~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~~01. 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, including those relating to the COVID-19 pandemic, identified in Metropolitan Life Insurance Company’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. These factors include:Exhibits

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


Exhibit No.		Description

3.1		Amended and Restated By-Laws of Metropolitan Life Insurance Company, effective as of December 21, 2023, redlined for amendments effective as of December 21, 2023.

3.2		Amended and Restated By-Laws of Metropolitan Life Insurance Company, effective as of December 21, 2023.

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)

(2) global capital and credit market adversity;

(3) credit facility inaccessibility;

- 2 -

(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) investment defaults, downgrades, or volatility;

(13) investment sales or lending difficulties;

(14) collateral or derivative-related payments;

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

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

(17) business competition;

(18) catastrophes;

(19) climate changes or responses to it;

(20) deficiencies in our closed block;

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

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

(23) risk management failures;

(24) insufficient protection from operational risks;

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

(26) accounting standards changes;

(27) excessive risk-taking; and

(28) marketing and distribution difficulties.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

- 3 -

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,~~METROPOLITAN ~~INC.~~LIFE INSURANCE COMPANY By: /s/ Timothy J. Ring Name: Timothy J. Ring Title: Senior Vice President and Secretary

Date: ~~November~~December 1626, 2023

- 4 -

Filing Compare · METROPOLITAN LIFE INSURANCE CO