Purchase
and Sale
Program
Brochure for
Beneficiaries of the
MetLife Policyholder Trust
Metropolitan Life Insurance Company demutualized effective April 7, 2000 and converted from a mutual life insurance
company to a stock life insurance company. As part of the process of demutualization, we conducted an initial public
offering of common stock of MetLife, Inc., a newly-formed holding company.
Under our plan, eligible policyholders received compensation in the form of cash or MetLife, Inc. common stock. Since
you did not elect to receive cash in lieu of stock, you were allocated shares of MetLife, Inc. common stock. The stock is
held for you in the MetLife Policyholder Trust. As a result, you own Trust Interests equal to the number of shares of
MetLife, Inc. common stock held for you in the Trust.
Shares of MetLife, Inc. common stock held by the Trust will be voted in accordance with rules set forth in our
demutualization plan. These rules are summarized in the enclosed description of the Purchase and Sale Program under
the heading “Notice to Trust Beneficiaries: The Voting of Shares Held in the Trust.”
You may sell the shares of MetLife, Inc. common stock held for you in the Trust and receive the proceeds, and, if you
own less than 1,000 shares, you may buy more shares of MetLife, Inc. common stock to be held for you in the Trust, all
on a commission-free basis, in accordance with the rules and procedures set forth in this brochure. The Purchase and
Sale Program will last for the life of the Trust. You may also transfer your Trust Interests (that is, your interests in the
shares of MetLife, Inc. common stock held for you in the Trust), but only in the limited circumstances described in the
“Permitted transfers of Trust Interests” portion of this brochure. Finally, you have the right to withdraw all (but not less
than all) of your shares from the Trust.
You are not required to participate in the Purchase and Sale Program. If you choose not to participate in the
Program, no action is required. Participating in the Program will have no effect on any existing insurance policy
or contract you may have.
Please read this document carefully and pay particular attention to the sections entitled “How many shares may I sell?”,
“How may I purchase shares?”, “How will the actual purchase price be determined?”, “When may I sell shares?”,
“General information about processing purchases and sales” and “Timing and control” since we have amended those
sections. If you have any questions, you may call the Program Agent, Computershare Inc. (“Computershare”), toll-free at
1-800-649-3593.
Important Information Regarding the Program
This brochure describes the MetLife Purchase and Sale Program, which MetLife has established to permit beneficiaries
of the MetLife Policyholder Trust to purchase or sell shares of MetLife, Inc. common stock (“MetLife common stock”),
subject to certain restrictions, free of any commissions or other fees. MetLife will pay those fees on your behalf. If,
after reading this brochure, you have additional questions, please call Computershare at 1-800-649-3593.
MetLife has established procedures for processing purchases and sales of MetLife common stock through the Purchase
and Sale Program. Among other things, the procedures explain how the price for a purchase or sale of shares will be
determined. This brochure summarizes the procedures as they are currently in effect. The procedures, as well as this
brochure, are available on the Investor Relations portion of MetLife’s website at https://investor.metlife.com by selecting
the Shareholder Services information page and clicking on “The Purchase and Sale Program.” You may also obtain a
copy of the procedures, as well as this brochure, by scrolling over “Shareholder Services” and then clicking on “Request
for Information” on that same website or by contacting Computershare, the Program Agent of the Purchase and Sale
Program, at the address or telephone number listed under “Contacting the Program Agent” on p. 11. If there is any
inconsistency between this brochure and the Purchase and Sale Program procedures, the procedures will govern.
MetLife may amend the procedures at any time; you will be notified of any changes to the procedures before the
changes become effective in the Annual Statement to Trust Beneficiaries. Amendments to the Purchase and Sale
Program are summarized in the table below.
Effective Date Notification Date Summary of Amendment
December 14, 2001 December 14, 2001 Made certain sale
limitations inapplicable to
Trust Interests transferred
to you by a deceased Trust
Beneficiary. See “How
many shares may I sell?” on
p. 4
January 1, 2013 December 14, 2012 Eliminated money orders as
a form of payment for
shares of MetLife common
stock through the Purchase
and Sale Program. See
“How may I purchase
shares?” on p. 3.
January 16, 2020 December 13, 2019 Imposed 10-calendar day
waiting period on
subsequent sales of shares
if you request a change of
address via telephone or
Internet. See “When may I
sell shares?” on p. 4.
January 18, 2022 December 14, 2021 Imposed up to a three-
business day waiting period
from receipt by the Program
Agent for checks to clear
prior to purchasing shares.
See “How will the actual
purchase price be
determined?” on p. 3.
In making decisions whether to purchase or sell shares of MetLife common stock through the Purchase and Sale
Program, beneficiaries of the Trust must rely on their own examination of MetLife, including the merits and risks involved
in holding shares. The shares of MetLife common stock have not been recommended by any
federal or state securities commission or securities regulatory authority. Furthermore, the foregoing authorities have not
confirmed the accuracy or determined the adequacy of this Purchase and Sale Program brochure. Any representation to
the contrary is a criminal offense.
The Purchase and Sale Program is administered by Computershare. The Purchase and Sale Program is not
administered by MetLife or the Trust. None of MetLife, the Trust or Computershare makes any recommendation as to
whether you should participate in the Purchase and Sale Program, nor can any assurance be given about the price you
will pay if you choose to purchase additional shares or the price you will receive for your shares if you choose to sell
shares. Shares of MetLife common stock purchased in the Purchase and Sale Program are not subject to protection
under the Securities Investor Protection Act.
You are not required to participate in the Purchase and Sale Program. If you choose not to participate in the Program, no
action is required. Participating in the Program will have no effect on any existing insurance policy or contract you may
have.
The Purchase and Sale Program will last for the life of the Trust.
Table of Contents
Page
Purchasing Shares through the Program ............................................................... 2
Who may purchase shares through the Program? ........................................................ 2
When may I purchase shares? ........................................................................ 2
How many shares may I purchase? .................................................................... 2
Do I have to make purchases in “round lots”? ............................................................ 2
How may I purchase shares? ......................................................................... 3
How will the actual purchase price be determined? ....................................................... 3
How will the shares I purchase be evidenced? ........................................................... 3
Selling Shares through the Program ................................................................... 4
Who may sell shares through the Program? ............................................................. 4
When may I sell shares? ............................................................................. 4
How many shares may I sell? ......................................................................... 4
Do I have to make sales in “round lots”? ................................................................ 5
How may I sell shares? .............................................................................. 5
How will the actual sale price be determined? ........................................................... 5
Other Information .................................................................................... 6
General information about processing purchases and sales ................................................ 6
Purchases by MetLife ................................................................................ 7
Settlement ......................................................................................... 7
Timing and control .................................................................................. 7
Determining the purchase and sale price ................................................................ 8
Purchases and sales outside of the Program ............................................................ 8
Withdrawing shares from the Trust ..................................................................... 8
Permitted transfers of Trust Interests ................................................................... 9
U.S. Federal Income Tax Information ................................................................... 9
Contacting the Program Agent ........................................................................11
Notice to Trust Beneficiaries: The Voting of Shares Held in the Trust ......................................11
1
Purchasing Shares through the Program
The Purchase and Sale Program allows you to purchase shares of MetLife common stock free of any commissions or
other fees. MetLife will pay those fees on your behalf.
Who may purchase shares through the Program?
You may purchase shares if you are a Trust Beneficiary — that is, you hold Trust Interests representing shares of
MetLife common stock held through the MetLife Policyholder Trust — and beneficially own less than 1,000 shares
through the Trust. You own Trust Interests equal to the number of shares of MetLife common stock held for you in the
Trust. If you withdraw all of your shares from the Trust, however, you will no longer be eligible to purchase shares
through the Program. For more information on your withdrawal rights, see “Withdrawing shares from the Trust” on p. 8.
When may I purchase shares?
You may purchase shares at any time you hold less than 1,000 Trust Interests.
How many shares may I purchase?
You may purchase additional shares of MetLife common stock to increase the number of shares you beneficially own up
to 1,000 shares. If you choose to make a purchase, you must purchase at least $250 worth of shares or a smaller
amount required to purchase up to the 1,000 maximum number of shares. You may make purchases of shares on one or
more occasions under the Program until you beneficially own 1,000 shares through the MetLife Policyholder Trust. If the
number of shares to be issued results in a fractional share, you may purchase that fractional share.
Here are some examples:
Š if you beneficially own 50 shares through the MetLife Policyholder Trust, then you will be able to purchase up to an
additional 950 shares (or fewer shares, if you wish, but you must purchase at least $250 worth of shares). If you
submit $3,000 to the Program Agent, together with a purchase instruction, and the market price at the time of
purchase is $60 per share, then the Program Agent will purchase, on your behalf, 50 shares of MetLife common
stock.
Š if you beneficially own 995 shares through the MetLife Policyholder Trust and the closing price of MetLife common
stock when you completed your purchase instructions is $60 per share, then you may purchase $300 worth of stock
(five additional shares multiplied by $60 per share). Since this will result in your owning the 1,000 maximum number
of shares, you may no longer purchase any additional shares through the Program. The price of MetLife’s common
stock is published in the New York Stock Exchange tables of most major newspapers. The price is also available on
the Investor Relations portion of MetLife’s website at https://investor.metlife.com by selecting “Stock,” or on other
financial websites under the stock symbol “MET.”
Do I have to make purchases in “round lots”?
You are not required to make purchases in “round lots” (that is, in 100 share increments), and you may hold shares in
“odd lots.” You must, however, comply with the purchase provisions discussed in the previous answer.
2
How may I purchase shares?
You may purchase shares by sending written purchase instructions, indicating the dollar amount of shares you wish to
have purchased, together with a check (in U.S. dollars only) for the indicated amount made to the order of “MetLife
Purchase Program,” to the Program Agent at the following address:
MetLife
c/o Computershare
P.O. Box 6006
Carol Stream, IL 60197
For further information, you may contact the Program Agent at the address listed under “Contacting the Program Agent”
on p. 11 or call Computershare at 1-800-649-3593. Failure to follow the purchase instructions outlined in this brochure
and the Purchase and Sale Program procedures may cause a delay in processing or prevent the processing of your
transaction.
Your check must be for at least $250, or such lesser amount as may be required to purchase, at the closing price of
MetLife common stock when you completed your purchase instructions, a number of shares that would cause you to
beneficially own 1,000 shares through the MetLife Policyholder Trust. If your check is for an amount in excess of the
funds used to acquire up to the 1,000 share maximum, the excess funds will be returned to you without interest. For
further information regarding the timing of such mailing, see “Settlement” on p. 7. You may not use money orders to
purchase shares of MetLife common stock through the Program.
Once a purchase instruction has been mailed, it cannot be revoked.
How will the actual purchase price be determined?
The actual purchase price for the shares will be based on the market price of MetLife common stock at the time of the
purchase. You must send your check before the purchase and a waiting period of up to three business days will be
imposed prior to purchase to ensure that the check clears. Since the actual purchase price for your shares will be based
on the market price at the time of purchase, it is possible that the number of shares purchased for you will be different
from the shares that could have been purchased at the market price on the day when you completed your purchase
instructions. For further information on how the purchase price will be determined and when the purchase will be made,
see “General information about processing purchases and sales” on p. 6 and “Determining the purchase and sale price”
on p. 8.
How will the shares I purchase be evidenced?
You will receive a statement confirming the number of shares you purchase. The shares you purchase will be held in
book-entry form (in other words, as uncertificated shares) in the MetLife Policyholder Trust on your behalf, until you later
sell them through the Program or withdraw all of your shares from the Trust. If you withdraw all of your shares from the
Trust, your shares will be issued to you in book-entry form unless you request to receive a stock certificate.
3
Selling Shares through the Program
The Purchase and Sale Program allows you to sell your shares of MetLife common stock held in the MetLife Policyholder
Trust free of any commissions or other fees. MetLife will pay those fees on your behalf.
Who may sell shares through the Program?
You may sell shares if you are a Trust Beneficiary — that is, you hold beneficial interests representing shares of MetLife
common stock held through the MetLife Policyholder Trust. There is no minimum share balance required to
participate in the Program. You have the right to withdraw all (but not less than all) of your shares from the Trust. Once
you withdraw all of your shares from the Trust, however, you will no longer be eligible to sell shares through the
Program. For more information on your withdrawal rights, see “Withdrawing shares from the Trust” on p. 8.
When may I sell shares?
You may sell shares at any time you are a Trust Beneficiary. However, you will be subject to a 10-calendar day waiting
period on subsequent sales of shares if you request a change of address via telephone or Internet. If you submit a sale
instruction during such waiting period, it will not be honored. You will need to resubmit it to the Program Agent following
the expiration of such waiting period. See “Timing and control” on p. 7.
How many shares may I sell?
Generally, you may sell all or a portion of your shares held in the Trust. The following share limitations apply:
Š If you beneficially own 199 or fewer shares through the Trust, all of your shares must be sold. You will not be
permitted to make a partial sale.
Š If you beneficially own more than 199 shares through the Trust, you may sell all or a portion of your shares. However,
partial sales may only be made in 100-share increments (for example, you may have 200 shares sold, but not 250).
Following any partial sale, you must still hold at least 100 shares in the Trust. If, after a partial sale, you would
beneficially own fewer than 100 shares in the Trust, you must make a full sale.
Š You are permitted to sell all, but not less than all, of the Trust Interests transferred to you (as permitted under the
Program) by a deceased Trust Beneficiary without regard to the share limitations described above and below under
the heading “Do I have to make sales in ‘round lots’?”
You have the right to withdraw all (but not less than all) of your shares from the Trust. If you do so, however, you will no
longer be eligible to participate in the Program. See “Withdrawing shares from the Trust” on p. 8. If you prefer, you may
keep your shares in the Trust for the life of the Trust.
4
Do I have to make sales in “round lots”?
If you beneficially own more than 199 shares through the Trust, partial sales may only be made in “round lots” (that is, in
100 share increments). Following any partial sales, you must beneficially own at least 100 shares in the Trust, but you
may hold shares in “odd lots.”
Partial sales resulting from your sale of Trust Interests transferred to you by a deceased Trust Beneficiary do not need to
be made in “round lots.”
How may I sell shares?
You may sell shares by:
Š sending written sale instructions, indicating the number of shares to be sold, to the Program Agent at the following
address:
MetLife
c/o Computershare
P.O. Box 43006
Providence, RI 02940-3006
or
Š giving a sale instruction through the following telephone number: 1-800-649-3593
(Telephone requests are not permitted for corporate, partnership or custodial accounts because the Program Agent
requires that such authorizations be given in writing.)
or
Š submitting a sale instruction through the internet at www.computershare.com/metlife. Once you are at this site, follow
the online directions to access your account and submit your instruction.
For further information, you may contact the Program Agent at the address listed under “Contacting the Program Agent”
on p. 11 or call Computershare at 1-800-649-3593. Once a sale instruction has been delivered, it cannot be revoked.
How will the actual sale price be determined?
The actual sale price for the shares will be based on the market price of MetLife common stock at the time of the sale.
For further information on how the sale price will be determined and when the sale will be made, see “General
information about processing purchases and sales” on p. 6 and “Determining the purchase and sale price” on p. 8.
5
Other Information
General information about processing purchases and sales
Upon receipt of a purchase or sale instruction, the Program Agent and its affiliate, Georgeson Securities Corporation, will
make sure the instruction complies with the requirements regarding the number of shares that may be purchased or sold and
the minimum dollar amounts required for purchases described above. If the dollar amount of shares to be purchased as
shown on an instruction does not match the dollar amount of the funds submitted, Georgeson Securities Corporation will
purchase shares equal to the dollar amount of the funds submitted. If Georgeson Securities Corporation or the Program
Agent determines that the instruction does not comply with these requirements, it will promptly mail you a rejection notice, with
an explanation of the defects in the instruction, and any funds you have submitted will be returned to you (without interest).
The Program Agent will impose up to a three-business day waiting period from receipt of the check for it to clear prior to
purchasing shares pursuant to the purchase instruction. If a purchase instruction is not processed within 14 business
days from receipt of the check by the Program Agent, the Custodian shall return the instruction and funds (without
interest) to the Trust Beneficiary. The Program Agent may, at its discretion, restrict withdrawals or subsequent sales of
shares purchased by check on your behalf until your check has cleared.
All valid purchase and sale instructions received after 3:00 p.m. on a particular business day and until 3:00 p.m. on the
next business day will be combined and processed together in a batch. To the extent possible, Georgeson Securities
Corporation will satisfy these requests by matching purchase and sale instructions in the batch. The matching of
purchase instructions with sale instructions will be done at a share price equal to the opening price on the second trading
day following the day the batch is formed.
After the matching process has been completed for each batch, we expect there will remain a number of open
instructions, since it is unlikely that there would be an equal number of shares to be purchased and shares to be sold.
Š If there are any remaining sale instructions, all or a portion of the remaining shares will be made available for
purchase by MetLife as described under “Purchases by MetLife” on p. 7. If MetLife does not purchase all of the
remaining shares, Georgeson Securities Corporation will place an order with one or more brokers to sell the
remaining shares.
Š If there are any remaining purchase instructions, Georgeson Securities Corporation will place an order with one or
more brokers to purchase the remaining shares.
Generally, purchases and sales will be made on the second trading day after the batch that includes the instructions has
been formed. If it is impracticable to process purchases and sales under the Purchase and Sale Program (which would
happen only in limited circumstances, such as acts of God, suspension of trading in any MetLife equity securities, a
general suspension of trading on the New York Stock Exchange or declaration of a banking moratorium) purchases and
sales will be suspended until they can be completed.
6
Purchases by MetLife
If, in any batch, sale instructions are greater than purchase instructions, MetLife may, at its discretion, purchase these
excess shares sold through the Purchase and Sale Program. Purchases by MetLife will be at a price equal to the average
of the high and low prices of MetLife common stock on the day of purchase. See “Determining the purchase and sale
price” on p. 8.
Settlement
After you purchase or sell shares through the Purchase and Sale Program, you will be mailed a written statement within
four trading days after the day the purchase or sale was made indicating the number of your beneficial interests in the
Trust. You will have one year from the date the written statement is mailed to review the statement and notify the
custodian of the Trust of any discrepancies or errors you discover. The statement will contain instructions about how you
can make this notification. The custodian will use reasonable efforts to resolve the discrepancies or errors following
notification. If you do not notify the custodian of any discrepancies or errors within this one-year
period, the statement will be binding upon you.
If you are purchasing shares through the Program, the shares will be deposited and held for you in the Trust. If your
check was for an amount in excess of the funds used to acquire up to the 1,000 share maximum, the custodian will mail
you a check via first class mail for the excess funds (without interest) within four trading days after the day the purchase
was made.
If you are selling shares through the Program, the custodian will mail you a check for the funds received within four
trading days after the day the sale was made.
Timing and control
Subject to the requirements described above, the timing of transactions and the frequency of transaction intervals will be
subject solely to the control of Georgeson Securities Corporation and the broker or brokers making the purchases and
sales. Neither MetLife nor any participant in the Purchase and Sale Program has the authority or power to control either
the timing or pricing of shares purchased or sold or the selection of the brokers. Therefore, you will not be able to
precisely time purchases or sales and will bear the market risk associated with fluctuations in the price of
MetLife common stock. That is, if you send in a purchase or sale instruction, it is possible that the market price of
MetLife common stock could go up or down before the purchase or sale is made. You will not earn interest on funds
deposited for purchase for the period before the shares are purchased. Furthermore, you will be subject to a 10-calendar
day waiting period on subsequent sales of shares if you request a change of address via telephone or Internet. If you
submit a sale instruction during such waiting period, it will not be honored. You will need to resubmit it to the Program
Agent following the expiration of such waiting period. The Program Agent will also impose up to a three-business day
waiting period from receipt of your check for it to clear prior to purchasing shares on your behalf. The market price of
MetLife common stock could go up or down before the end of such waiting periods. None of MetLife, the Trust or the
Program Agent or their respective affiliates will be liable for any claims arising out of the prices at which shares are
purchased or sold and the times when such purchases or sales are made, or for any fluctuation in the market value after
a purchase or sale of shares.
MetLife may engage in repurchases of its common stock from time to time for various corporate purposes. These
repurchases may occur during periods in which purchases and sales are made under the Purchase and Sale Program,
and may affect the market price of the MetLife common stock. In addition, from time to time MetLife makes
announcements of important developments, some of which may have an effect on the market price for MetLife common
stock.
7
Determining the purchase and sale price
The price at which shares are purchased or sold will be determined as follows:
Š If the only transactions that occur in a day’s batch are purchase and sale instructions that are matched with each
other, the price will be the opening price of MetLife common stock on the second trading day following the day the
batch is formed.
Š If Georgeson Securities Corporation places a purchase order, all purchase instructions in the batch, including any
purchases matched with sales instructions, will be assigned the same price per share. The purchase price will be the
volume weighted average price per share of all shares in the batch — that is, the price derived by dividing the
aggregate amount paid to purchase shares in a batch by the total number of shares purchased in the batch.
Š If Georgeson Securities Corporation places a sales order, all sale instructions in the batch, including any sales to
MetLife and sales matched with purchase instructions, will be assigned the same price per share. The sale price will
be the volume weighted average price per share of all shares in the batch.
For purposes of determining the prices of purchases and sales in a batch, the prices (other than the weighted average
price described above) will be those reported on the New York Stock Exchange Composite Tape on the date the
purchase and sale is made, except for the prices of shares sold to MetLife, which will be the price determined as
described under “Purchases by MetLife” on p. 7.
Price and volume statistics of MetLife common stock’s trading activity is published in the NYSE tables of most major
newspapers, is available on the Investor Relations portion of MetLife’s website at https://investor.metlife.com by selecting
“Stock,” or on other financial websites. Company names are abbreviated and listed alphabetically. MetLife’s ticker
symbol is “MET.” The price at which a purchase or sale is made may be different from the price of MetLife common stock
when you send in your instruction.
Purchases and sales outside of the Program
In addition to purchasing and selling shares through the Purchase and Sale Program, you may purchase shares outside
of the Trust, or sell shares directly held by you (i.e., not held by the Trust). Any shares purchased or held outside of the
Trust may not be deposited in the Trust. The Purchase and Sale Program procedures would not apply to purchases or
sales outside of the Trust, and you will be responsible for your own commissions and expenses.
Withdrawing shares from the Trust
You have the right to instruct the trustee of the Trust to withdraw all (but not less than all) of your shares of MetLife
common stock from the Trust in exchange for all of your corresponding Trust Interests. You should have already
received information regarding your withdrawal rights. You may also obtain this information by contacting the Program
Agent at the address listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at
1-800-649-3593. Once you have withdrawn all of your shares of MetLife common stock from the Trust, you may no
longer participate in the commission-free Purchase and Sale Program.
8
Permitted transfers of Trust Interests
As a Trust Beneficiary, you are permitted to transfer the ownership of your Trust Interests only as follows:
Š to your spouse or descendants.
Š to a charity qualifying for tax-exempt status under the Internal Revenue Code.
Š to a trust established to hold Trust Interests on behalf of an employee benefit plan.
Š to a trust established for your exclusive benefit or the exclusive benefit of your spouse or descendants or a qualifying
charity.
Š upon your death or bankruptcy, through your will or under applicable law.
Š to another entity if you are a legal entity that has merged or consolidated into, or sold substantially all of your assets
to, that entity.
Š from a trust holding an insurance policy or annuity contract in accordance with the terms of that trust.
After a transfer of the ownership of Trust Interests, the shares of MetLife common stock will remain in the Trust for the
life of the Trust until they have been withdrawn or sold through the Purchase and Sale Program. Other than transfers
upon death through the will of a Trust Beneficiary or by operation of law, no partial transfer will be permitted if the
transfer would result in a transferee owning a number of Trust Interests that is not a whole number.
You may obtain additional information about how to transfer Trust Interests by contacting the Program Agent at the
address listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at 1-800-649-3593.
U.S. Federal Income Tax Information
IRS Circular 230 Disclosure. The tax discussion is not intended to be used, and cannot be used, for the purpose
of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party
any transaction or matter addressed herein.
The following is a summary of the general U.S. Federal tax consequences for Trust Beneficiaries purchasing and selling
shares in the Purchase and Sale Program. This summary is not a comprehensive summary of all of the U.S. Federal
income tax considerations that may be relevant to a participant in the Program. In particular, this discussion does not
apply to Trust Beneficiaries that are not citizens or residents of the United States or otherwise subject to U.S. Federal
income tax on their worldwide income. Therefore, you are urged to consult your tax advisor regarding the consequences
of purchasing and selling shares in the Program (including, without limitation, federal estate, gift, and Medicare
contribution tax consequences and state, local and non-U.S. income tax consequences of selling and purchasing
shares). The following is also based upon the Internal Revenue Code, the Treasury regulations promulgated thereunder
and any relevant administrative rulings or pronouncements or judicial decisions, all as in effect on the date of this
document and as currently interpreted, and does not take into account possible changes in such tax laws or
interpretations thereof, which may apply retroactively.
9
Sale of Shares. You will generally realize gain or loss upon the sale of shares through the Purchase and Sale
Program. The amount of gain realized will be equal to the difference between the amount realized on the sale of shares
and the tax basis of the shares. The IRS position is that shares that were issued in the demutualization to the Trust for
the benefit of a Trust Beneficiary will have a zero tax basis. Assuming that the shares sold are held as a capital asset,
any realized gain will be capital gain or loss and will be long-term capital gain or loss if the holding period for the shares
is longer than one year. You may refer to the IRS website at www.irs.gov/taxtopics/tc430.html for more information. (In
this regard, the demutualization of Metropolitan Life Insurance Company from a mutual life insurance company to a stock
life insurance company was a tax-free reorganization under Section 368(a)(1) of the Internal Revenue Code. The stock
of Metropolitan Life Insurance Company was treated as having been transferred to MetLife, Inc. in a tax-free transfer
under Section 351(a) of the Internal Revenue Code.) Courts have split on the question of the tax basis of stock received
in a demutualization. See Fisher v. United States, 82 Fed. CI. 780 (2008) (affirmed in an unpublished per curiam order of
the U.S. Court of Appeals for the Federal Circuit), in which the U.S. Court of Federal Claims rejected the IRS position
that a taxpayer had zero tax basis in stock received in a demutualization. Also see Dorrance v. United States, 110 AFTR
2d 2012-5176 (DC AZ 2012), in which the U.S. District Court in Arizona rejected the IRS’s position that a taxpayer had
zero tax basis in stock received in a demutualization, and also rejected the taxpayer’s position that all past premium
payments represented tax basis in the stock. The court concluded that the tax basis arising from premium payments
made before the demutualization should be apportioned between tax basis in the stock and tax basis in the policy.
However, in Dorrance v. United States, 116 AFTR 2d 2015-6692 (CA 9), the Arizona District Court decision was
reversed by the Court of Appeals for the Ninth Circuit, which held that mutual insurance company policyholders have no
tax basis in stock received when the insurance company demutualizes.
Purchase of Shares. If you purchase shares, the amount you pay will generally be your tax basis in these shares for
purposes of determining the taxable gain or loss if you subsequently sell them. Dividends paid on shares out of current
or accumulated earnings and profits of MetLife, Inc. will be taxable to you as ordinary dividend income. For shares held
in the Trust, you will be provided with the information you will need for your income tax return, and any required
information will be reported to the IRS. Consult with your financial adviser regarding capital gains tax treatment.
Additional Tax Reporting Information. You will not be charged any commissions or fees with respect to
purchases and sales through the Purchase and Sale Program; MetLife will pay those fees on your behalf. The fees paid
on your behalf by MetLife are considered an additional dividend (“Imputed Dividend”) for Federal income tax purposes,
and may be reported to you on Form 1099-DIV.
Taxpayer Identification Number (Social Security Number). If you have not responded to the prior W-9
mailings, please send in a W-9 today, to Computershare, P.O. Box 43006, Providence, RI 02940-3006. You may also
call Computershare at 1-800-649-3593 to request a duplicate W-9 form, or visit the Program Agent’s website at
www.computershare.com/metlife to certify your taxpayer identification number. All proceeds from the sale of your Trust
Shares as well as distributions on such common stock may be subject to government tax withholdings.
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Contacting the Program Agent
MetLife has appointed Computershare to act as Program Agent for the Purchase and Sale Program. Some of the
activities described in this Purchase and Sale Program brochure will be performed by Georgeson Securities Corporation,
an affiliate of the Program Agent, in order to meet regulatory requirements under the federal securities laws.
For further information about the Purchase and Sale Program, you may contact Computershare (between the hours of
8:00 a.m. and 6:30 p.m., Eastern Time) at:
1-800-649-3593
With the exception of purchase instructions under the Purchase and Sale Program, all written requests and notices
should be made as follows:
MetLife
c/o
Computershare
P.O. Box 43006
Providence, RI 02940-3006
Purchase instructions under the Purchase and Sale Program should be made as follows:
MetLife
c/o Computershare
P.O. Box 6006
Carol Stream, IL 60197
You should also contact Computershare if you have questions or if you believe the number of interests shown on your
MetLife Policyholder Trust Annual Statement is incorrect.
Notice to Trust Beneficiaries:
The Voting of Shares Held in the Trust
Shares of MetLife common stock are held for you in the MetLife Policyholder Trust, and, accordingly, you are a Trust
Beneficiary. Special rules and procedures have been established to determine how the trustee of the Trust will vote your
Trust Shares (meaning the shares of MetLife common stock held for you in the Trust) on matters put to a vote of the
stockholders of MetLife, Inc. As a Trust Beneficiary, you will be able to instruct the trustee (currently Wilmington Trust
Company) on how to vote the Trust Shares held for you in the Trust on the following matters:
Š subject to certain conditions, a contested election of directors or the removal of a director.
Š a merger or consolidation, a sale, lease or exchange of all or substantially all of the property or assets or a
recapitalization or dissolution of MetLife, Inc., if it requires a vote of MetLife, Inc. stockholders under applicable
Delaware law.
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Š any transaction that would result in an exchange or conversion of the Trust Shares for cash, securities or other
property.
Š proposals submitted to stockholders requiring the board of directors of MetLife, Inc. to amend MetLife, Inc.’s
stockholder rights plan or redeem rights under the plan, other than a proposal with respect to which MetLife, Inc. has
received advice of nationally-recognized legal counsel to the effect that the proposal is not a proper subject for
stockholder action under Delaware law. MetLife, Inc. does not currently have a stockholder rights plan.
You are no longer able to instruct the Trustee on how to vote the Trust Shares on the following matters:
Š issuance of MetLife, Inc. common stock at a price materially less than the prevailing market price (other than
issuance in an underwritten public offering or pursuant to an employee benefit plan) if a vote is required under
applicable Delaware law.
Š any matter that requires approval by more than a majority of the outstanding stock of MetLife, Inc. entitled to vote on
the matter.
Š an amendment to the certificate of incorporation or by-laws of MetLife, Inc. that is submitted to MetLife, Inc.’s
stockholders for approval. Trust Beneficiaries will be mailed a notice of the outcome of any of these matters that has
been approved by the stockholders.
Trust Beneficiaries have the right to withdraw all (but not less than all) of their shares from the Trust and vote these
shares on any matters for which stockholders are entitled to vote. However, once the shares are withdrawn, the Trust
Beneficiary will no longer be eligible to participate in the Program. See “Withdrawing shares from the Trust” on p. 8.
If voting instructions are to be obtained from the Trust Beneficiaries, any proxy materials or other materials the Trustee
receives will be distributed to Trust Beneficiaries. The person providing the materials to the Trustee will pay the costs of
distributing them. Proxy materials and other materials will not be distributed to Trust Beneficiaries with respect to other
matters.
If voting instructions are to be obtained from the Trust Beneficiaries, the Trustee will vote, assent or consent all the Trust
Shares in the same ratio as instructed by the Trust Beneficiaries who return voting instructions to the Trustee.
On matters other than those described above, the Trustee will vote, assent or consent the Trust Shares in accordance
with the recommendation or direction given by MetLife, Inc.’s board of directors. Trust Beneficiaries will not be permitted
to vote on these other matters. These other matters include uncontested board elections and appointment of auditors
and proposals from MetLife, Inc.’s stockholders (other than those that relate to the fundamental matters described
above).
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Rev. Date 09/2022
003SSN0314
