0000733076 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



	þ☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2018~~2019



	¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___ to ___

Commission File Number: 033-03094

Brighthouse Life Insurance Company

(Exact name of registrant as specified in its charter)



Delaware			06-0566090
(State or other jurisdiction of ~~incorporation)~~incorporation or organization)			(I.R.S. Employer Identification No.)

11225 North Community House Road,	Charlotte,	North Carolina	28277
(Address of principal executive offices)			(Zip Code)

~~(980)~~ (980) 365-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesþ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company¨		☐
~~Emerging growth company~~ ¨			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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No þ

AtAs of August ~~8, 2018,~~7, 2019, 3,000 shares of the registrant’s common stock ~~$25,000 par value per share,~~ were outstanding, all of which were owned indirectly by Brighthouse Financial, Inc.

REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the reduced disclosure format.

Table of Contents



		Page
Part I — Financial Information
Item 1.	Consolidated Financial Statements (at June 30, ~~2018~~2019 (Unaudited) and December 31, ~~2017~~2018 and for the Three Months and Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018 (Unaudited)):	2
	Interim Condensed Consolidated Balance Sheets	2
	Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3
	Interim Condensed Consolidated Statements of Equity	4
	Interim Condensed Consolidated Statements of Cash Flows	5
	Notes to the Interim Condensed Consolidated Financial ~~Statements:~~Statements (Unaudited):
	Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies	6
	Note 2 — Segment Information	87
	Note 3 — Insurance	11
	Note 4 — Investments	12
	Note 45 — ~~Investments~~Derivatives	1322
	Note 56 — ~~Derivatives~~Fair Value	2530
	Note 67 — ~~Fair Value~~Long-term Debt	3739
	Note 78 — ~~Long-term Debt~~Equity	5139
	~~Note 8 — Equity~~	51
	Note 9 — Other Revenues and Other Expenses	5341
	Note 10 — Contingencies, Commitments and Guarantees	5442
	Note 11 — Related Party Transactions	5744
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	7447
Item 4.	Controls and Procedures	7457

Part II — Other Information
Item 1.	Legal Proceedings	7557
Item 1A.	Risk Factors	75
~~Item 4.~~	~~Mine Safety Disclosures~~	7657
Item 6.	Exhibits	7658

Signatures		7759

Part I — Financial Information

Item 1. Financial Statements

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Interim Condensed Consolidated Balance Sheets

June 30, ~~2018~~2019 (Unaudited) and December 31, ~~2017~~2018

(In millions, except share and per share data)


	June 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $58,523 and $58,599, respectively)	$	60,753		$	63,333
Equity securities, at estimated fair value (cost: $140 and $142, respectively)	153			161
Mortgage loans (net of valuation allowances of $51 and $46, respectively; includes $96 and $115, respectively, at estimated fair value, relating to variable interest entities)	12,237			10,640
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $60,226 and $59,672, respectively)							$	66,011		$	61,348
Equity securities, at estimated fair value							153			140
Mortgage loans (net of valuation allowances of $63 and $56, respectively)							14,987			13,596
Policy loans	1,043			1,106			927			1,001
Real estate joint ventures	449			433
Real estate limited partnerships and limited liability companies							462			451
Other limited partnership interests	1,704			1,667			1,833			1,839
Short-term investments, principally at estimated fair value	115			269			386			—
Other invested assets, principally at estimated fair value	2,317			2,519			3,074			3,037
Total investments	78,771			80,128			87,833			81,412
Cash and cash equivalents, principally at estimated fair value	1,717			1,363
Accrued investment income (includes $0 and $1, respectively, relating to variable interest entities)	583			575
Cash and cash equivalents							3,427			3,494
Accrued investment income							725			704
Premiums, reinsurance and other receivables	13,024			12,918			13,677			13,113
Deferred policy acquisition costs and value of business acquired	5,343			5,623			4,887			5,086
Current income tax recoverable	807			735			—			1
Other assets	533			547			502			509
Separate account assets	103,801			110,156			98,857			91,511
Total assets	$	204,579		$	212,045		$	209,908		$	195,830
Liabilities and Equity
Liabilities
Future policy benefits	$	35,183		$	35,715		$	37,666		$	35,588
Policyholder account balances	37,629			37,069			42,270			39,330
Other policy-related balances	2,681			2,720			2,761			2,728
Payables for collateral under securities loaned and other transactions	4,255			4,158			4,078			5,047
Long-term debt (includes $5 and $11, respectively, at estimated fair value, relating to variable interest entities)	40			46
Long-term debt							845			434
Current income tax payable							1			2
Deferred income tax liability	646			894			1,320			944
Other liabilities	4,589			4,419			3,755			3,455
Separate account liabilities	103,801			110,156			98,857			91,511
Total liabilities	188,824			195,177			191,553			179,039
Contingencies, Commitments and Guarantees (Note 11)
Contingencies, Commitments and Guarantees (Note 10)
Equity
Brighthouse Life Insurance Company’s stockholder’s equity:
Common stock, par value $25,000 per share; 4,000 shares authorized; 3,000 shares issued and outstanding	75			75			75			75
Additional paid-in capital	19,073			19,073			19,073			19,073
Retained earnings (deficit)	(4,223		)	(4,132		)	(3,482		)	(3,090		)
Accumulated other comprehensive income (loss)	815			1,837			2,674			718
Total Brighthouse Life Insurance Company’s stockholder’s equity	15,740			16,853			18,340			16,776
Noncontrolling interests	15			15			15			15
Total equity	15,755			16,868			18,355			16,791
Total liabilities and equity	$	204,579		$	212,045		$	209,908		$	195,830

See accompanying notes to the interim condensed consolidated financial statements.

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months and Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018 (Unaudited)

(In millions)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017			2018			2017			2019		2018			2019			2018
Revenues
Premiums	$	215		$	209		$	435		$	379		$	226	$	215		$	443		$	435
Universal life and investment-type product policy fees	797			784			1,621			1,570			735		797			1,465			1,621
Net investment income	780			740			1,572			1,499			918		780			1,706			1,572
Other revenues	70			137			149			199			69		70			131			149
Net investment gains (losses)	(74		)	—			(78		)	(55		)	56		(74		)	46			(78		)
Net derivative gains (losses)	(278		)	(89		)	(565		)	(902		)	108		(278		)	(1,202		)	(565		)
Total revenues	1,510			1,781			3,134			2,690			2,112		1,510			2,589			3,134
Expenses
Policyholder benefits and claims	797			812			1,507			1,670			810		797			1,554			1,507
Interest credited to policyholder account balances	260			275			520			542			258		260			508			520
Amortization of deferred policy acquisition costs and value of business acquired	235			689			516			647			150		235			174			516
Other expenses	447			460			844			896			455		447			889			844
Total expenses	1,739			2,236			3,387			3,755			1,673		1,739			3,125			3,387
Income (loss) before provision for income tax	(229		)	(455		)	(253		)	(1,065		)	439		(229		)	(536		)	(253		)
Provision for income tax expense (benefit)	(65		)	(191		)	(87		)	(436		)	76		(65		)	(145		)	(87		)
Net income (loss)	$	(164	)	$	(264	)	$	(166	)	$	(629	)	363		(164		)	(391		)	(166		)
Less: Net income (loss) attributable to noncontrolling interests													1		—			1			—
Net income (loss) attributable to Brighthouse Life Insurance Company													$	362	$	(164	)	$	(392	)	$	(166	)
Comprehensive income (loss)	$	(284	)	$	200		$	(1,109	)	$	(16	)	$	1,379	$	(284	)	$	1,565		$	(1,109	)
Less: Comprehensive income (loss) attributable to noncontrolling interests													1		—			1			—
Comprehensive income (loss) attributable to Brighthouse Life Insurance Company													$	1,378	$	(284	)	$	1,564		$	(1,109	)

See accompanying notes to the interim condensed consolidated financial statements.

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Interim Condensed Consolidated Statements of Equity

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018 (Unaudited)

(In millions)

Common
Stock

Additional
Paid-in
Capital

Retained
Earnings (Deficit)

Accumulated
Other
Comprehensive
Income (Loss)
Brighthouse Life Insurance Company’s Stockholder’s Equity Noncontrolling Interests
Total
Equity
Balance at December 31, 2017 $ 75
$ 19,073
$ (4,132 ) $ 1,837
$ 16,853
$ 15
$ 16,868
Cumulative effect of change in accounting principle and other, net of income tax (Note 1)

75
(79 ) (4 )
(4 )
Balance at January 1, 2018 75
19,073
(4,057 ) 1,758
16,849
15
16,864
Change in noncontrolling interests
—

—
Net income (loss) (166 ) (166 )
(166 )
Other comprehensive income (loss), net of income tax (943 ) (943 ) (943 )
Balance at June 30, 2018 $ 75
$ 19,073
$ (4,223 ) $ 815
$ 15,740
$ 15
$ 15,755

Common
Stock

Additional
Paid-in
Capital
Retained
Earnings (Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Brighthouse Life Insurance Company’s Stockholder’s Equity Noncontrolling Interests
Total
Equity
Balance at December 31, 2016 $ 75
$ 18,461
$ (2,919 ) $ 1,248
$ 16,865
$ —
$ 16,865
Sale of operating joint venture interest to a former affiliate
202

202
202
Return of capital (2,737 ) (2,737 ) (2,737 )
Capital contributions 1,350
1,350
1,350
Change in noncontrolling interests —
15
15
Net income (loss) (629 ) (629 )

(629 )
Other comprehensive income (loss), net of income tax 613
613
613
Balance at June 30, 2017 $ 75
$ 17,276
$ (3,548 ) $ 1,861
$ 15,664
$ 15
$ 15,679



	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)		Brighthouse Life Insurance Company’s Stockholder’s Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2018	$	75	$	19,073	$	(3,090	)	$	718	$	16,776		$	15		$	16,791
Net income (loss)					(754		)			(754		)				(754		)
Other comprehensive income (loss), net of income tax								940		940						940
Balance at March 31, 2019	75		19,073		(3,844		)	1,658		16,962			15			16,977
Change in noncontrolling interests										—			(1		)	(1		)
Net income (loss)					362					362			1			363
Other comprehensive income (loss), net of income tax								1,016		1,016						1,016
Balance at June 30, 2019	$	75	$	19,073	$	(3,482	)	$	2,674	$	18,340		$	15		$	18,355



	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Brighthouse Life Insurance Company’s Stockholder’s Equity			Noncontrolling Interests		Total Equity
Balance at December 31, 2017	$	75	$	19,073	$	(4,132	)	$	1,837		$	16,853		$	15	$	16,868
Cumulative effect of change in accounting principle and other, net of income tax					75			(79		)	(4		)			(4		)
Balance at January 1, 2018	75		19,073		(4,057		)	1,758			16,849			15		16,864
Net income (loss)					(2		)				(2		)			(2		)
Other comprehensive income (loss), net of income tax								(823		)	(823		)			(823		)
Balance at March 31, 2018	75		19,073		(4,059		)	935			16,024			15		16,039
Net income (loss)					(164		)				(164		)			(164		)
Other comprehensive income (loss), net of income tax								(120		)	(120		)			(120		)
Balance at June 30, 2018	$	75	$	19,073	$	(4,223	)	$	815		$	15,740		$	15	$	15,755

See accompanying notes to the interim condensed consolidated financial statements.

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Interim Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018 (Unaudited)

(In millions)



	Six Months Ended June 30,
	2019			2018
Net cash provided by (used in) operating activities	$	1,081		$	1,339
Cash flows from investing activities
Sales, maturities and repayments of:
Fixed maturity securities	8,687			7,499
Equity securities	16			12
Mortgage loans	533			297
Real estate limited partnerships and limited liability companies	1			82
Other limited partnership interests	141			75
Purchases of:
Fixed maturity securities	(8,972		)	(7,310		)
Equity securities	(3		)	(1		)
Mortgage loans	(1,972		)	(1,916		)
Real estate limited partnerships and limited liability companies	(8		)	(27		)
Other limited partnership interests	(199		)	(99		)
Cash received in connection with freestanding derivatives	724			721
Cash paid in connection with freestanding derivatives	(1,341		)	(1,569		)
Net change in policy loans	74			63
Net change in short-term investments	(384		)	154
Net change in other invested assets	39			(6		)
Net cash provided by (used in) investing activities	(2,664		)	(2,025		)
Cash flows from financing activities
Policyholder account balances:
Deposits	3,522			2,720
Withdrawals	(1,465		)	(1,519		)
Net change in payables for collateral under securities loaned and other transactions	(969		)	97
Long-term debt issued	412			—
Long-term debt repaid	(1		)	(6		)
Financing element on certain derivative instruments and other derivative related transactions, net	44			(226		)
Other, net	(27		)	(26		)
Net cash provided by (used in) financing activities	1,516			1,040
Change in cash, cash equivalents and restricted cash	(67		)	354
Cash, cash equivalents and restricted cash, beginning of period	3,494			1,363
Cash, cash equivalents and restricted cash, end of period	$	3,427		$	1,717
Supplemental disclosures of cash flow information
Net cash paid (received) for:
Interest	$	1		$	5
Income tax	$	—		$	2

Six Months
Ended
June 30,
2018 2017
Net cash provided by (used in) operating activities $ 1,339
$ 1,614
Cash flows from investing activities
Sales, maturities and repayments of:
Fixed maturity securities 7,499
6,837
Equity securities 12
40
Mortgage loans 297
366
Real estate and real estate joint ventures 82
12
Other limited partnership interests 75
152
Purchases of:
Fixed maturity securities (7,310 ) (7,069 )
Equity securities (1 ) (2 )
Mortgage loans (1,916 ) (1,178 )
Real estate and real estate joint ventures (27 ) (92 )
Other limited partnership interests (99 ) (109 )
Cash received in connection with freestanding derivatives 721
1,763
Cash paid in connection with freestanding derivatives (1,569 ) (2,720 )
Sale of operating joint venture interest to a former affiliate —
42
Net change in policy loans 63
2
Net change in short-term investments 154
67
Net change in other invested assets (6 ) (10 )
Net cash provided by (used in) investing activities (2,025 ) (1,899 )
Cash flows from financing activities
Policyholder account balances:
Deposits 2,720
1,902
Withdrawals (1,519 ) (1,669 )
Net change in payables for collateral under securities loaned and other transactions 97
(192 )
Long-term debt repaid (6 ) (7 )
Capital contribution —
600
Returns of capital —
(3,425 )
Capital contribution associated with the sale of joint venture interest to a former affiliate —
202
Financing element on certain derivative instruments and other derivative related transactions, net (226 ) 50
Other, net (26 ) —
Net cash provided by (used in) financing activities 1,040
(2,539 )
Change in cash, cash equivalents and restricted cash 354
(2,824 )
Cash, cash equivalents and restricted cash, beginning of period 1,363
5,057
Cash, cash equivalents and restricted cash, end of period $ 1,717
$ 2,233
Supplemental disclosures of cash flow information
Net cash paid (received) for:
Interest $ 5
$ 75
Income tax $ 2
$ 22
Non-cash transactions:
Transfer of fixed maturity securities to former affiliates $ —
$ 293
Reduction of policyholder account balances in connection with reinsurance transactions $ —
$ 293

See accompanying notes to the interim condensed consolidated financial statements.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

1. Business, Basis of Presentation and Summary of Significant Accounting Policies

Business

“BLIC” and the “Company” refer to Brighthouse Life Insurance Company, a Delaware corporation originally incorporated in Connecticut in 1863, and its subsidiaries. Brighthouse Life Insurance Company is a wholly-owned subsidiary of Brighthouse Holdings, LLC (“Brighthouse Holdings”), which is a direct wholly-owned subsidiary of Brighthouse Financial, Inc. ~~(together~~(“BHF” together with its subsidiaries and affiliates, ~~“Brighthouse”~~“Brighthouse Financial”).

BLIC offers a range of individual annuities and individual life insurance products. The Company is organized into three segments: Annuities; Life; and Run-off. In addition, the Company reports certain of its results of operations in Corporate & Other.

In 2016, MetLife, Inc. (together with its subsidiaries and affiliates, “MetLife”) announced its plan to pursue the separation of a substantial portion of its former U.S. retail business (the “Separation”).In connection with the Separation, effective April 2017, following receipt of applicable regulatory approvals, MetLife, Inc. contributed certain affiliated reinsurance companies and Brighthouse Life Insurance Company of NY (“BHNY”) to Brighthouse Life Insurance Company (the “Contribution Transactions”). The affiliated reinsurance companies were then merged into Brighthouse Reinsurance Company of Delaware (“BRCD”), a licensed reinsurance subsidiary of Brighthouse Life Insurance Company. On July 28, 2017, MetLife, Inc. contributed Brighthouse Holdings, LLC to Brighthouse Financial, Inc., resulting in Brighthouse Life Insurance Company becoming an indirect wholly-owned subsidiary of Brighthouse Financial, Inc.~~On August 4, 2017, MetLife, Inc. completed the Separation through a distribution of the common stock of Brighthouse Financial Inc., representing~~ 80.8% of MetLife, Inc.’s interest in ~~Brighthouse Financial, Inc.,~~BHF was distributed to holders of MetLife, Inc.’s common ~~stock and MetLife, Inc. retained the remaining 19.2%.~~stock. On June 14, 2018, MetLife, Inc. divested its remaining shares of ~~Brighthouse Financial, Inc.~~BHF common stock (the “MetLife Divestiture”). As a result, MetLife, Inc. and its subsidiaries and affiliates are no longer considered related parties subsequent to the MetLife Divestiture.

The Company offers a range of individual annuities and individual life insurance products. The Company reports results through three segments: Annuities, Life and Run-off. In addition, the Company reports certain of its results in Corporate & Other.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported on the interim condensed consolidated financial statements. In applying these policies and estimates, management makes subjective and complex judgments that frequently require assumptions about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to the Company’s business and operations. Actual results could differ from these estimates.

Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Brighthouse Life Insurance Company and its subsidiaries, as well as partnerships and ~~joint ventures~~limited liability companies (“LLCs”) in which the Company has ~~control, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary.~~control. Intercompany accounts and transactions have been eliminated.

The Company uses the equity method of accounting for ~~equity securities when it has significant influence or at least 20% interest~~investments in limited partnerships and ~~for real estate joint ventures and other limited partnership interests (“investee”)~~LLCs when it has more than a minor ownership interest or more than a minor influence over the investee’s operations. The Company generally recognizes its share of the investee’s earnings on a three-month lag in instances where the investee’s financial information is not sufficiently timely or when the investee’s reporting period differs from the Company’s reporting period. When the Company has virtually no influence over the investee’s operations, the investment is carried at fair value.

Reclassifications

Certain amounts in the prior year periods’ interim condensed consolidated financial statements and related footnotes thereto have been reclassified to conform towith the ~~2018~~2019 presentation as may be discussed throughout the Notes to the Interim Condensed Consolidated Financial Statements. Additionally, effective January 1, 2018 the Company recorded an increase to other liabilities of $46 million, a decrease to deferred tax liabilities of $22 million, a decrease to accumulated other comprehensive income (“AOCI”) of $64 million, and an increase to retained earnings of $40 million, to reflect an adjustment, net of tax, to prior year accretion of certain investments in redeemable preferred stock.

Since the Company is a member of a controlled group of affiliated companies, its results may not be indicative of those of a stand-alone entity.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~1. Business, Basis of Presentation and Summary of Significant Accounting Policies (continued)~~

The accompanying interim condensed consolidated financial statements are unaudited and reflect all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in conformity with GAAP. Interim results are not necessarily indicative of full year performance. The December 31, ~~2017~~2018 consolidated balance sheet data was derived from audited consolidated financial statements included in Brighthouse Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (the ~~“2017~~“2018 Annual Report”), which include all disclosures required by GAAP. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in the ~~2017~~2018 Annual Report.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

1. Business, Basis of Presentation and Summary of Significant Accounting Policies (continued)

Adoption of New Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s financial statements. ~~The following table provides~~There were no ASUs adopted during 2019 which had a ~~description of new ASUs issued by the FASB and the expected~~material impact ~~of the adoption~~ on the Company’s financial statements.

ASUs issued but not yet adopted as of June 30, ~~2018~~2019 are summarized in the table below.



Standard	Description	Effective Date	Impact on Financial Statements
ASU ~~2016-01,~~2018-12, Financial ~~Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities~~Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts	The ~~new guidance~~amendments to Topic 944 will result in significant changes to the ~~current~~ accounting ~~guidance related~~for long-duration insurance contracts. These changes (1) require all guarantees that qualify as market risk benefits to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option (“FVO”) that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments. Additionally, there will no longer be a requirement to assess equity securities for impairment since such securities will be measured at fair value, ~~through net income.~~(2) require more frequent updating of assumptions and modify existing discount rate requirements for certain insurance liabilities, (3) modify the methods of amortization for deferred acquisition costs (“DAC”), and (4) require new qualitative and quantitative disclosures around insurance contract asset and liability balances and the judgments, assumptions and methods used to measure those balances. The market risk benefit guidance is required to be applied on a retrospective basis, while the changes to guidance for insurance liabilities and DAC may be applied to existing carrying amounts on the effective date or on a retrospective basis.	The amendments are currently effective on January 1, ~~2018 using~~2021. On July 17, 2019 the ~~modified retrospective method~~FASB tentatively decided to extend the effective date of the ASU by one year. The FASB intends to release an exposure draft, which if adopted, will change the effective date for the Company to January 1, 2022.	The Company 1) reclassified net unrealized gains related to equity securities previously classified as available-for-sale (“AFS”) from AOCI to retained earnings and 2) increased the carrying value of equity investments previously accounted for under the cost method to estimated fair value. The cumulative effect of the adoption is ~~a net increase to retained earnings of $38 million and a net decrease of $15 million to AOCI, after taxes.~~
~~ASU 2014-09, Revenue from Contracts with Customers (Topic 606)~~	For those contracts that are impacted, the guidance will require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, in exchange for those goods or services.	~~January 1, 2018 using the modified retrospective method~~	~~The adoption did not have an impact on the Company’s financial statements other than expanded disclosures in Note 9.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~1. Business, Basis of Presentation and Summary of Significant Accounting Policies (continued)~~

~~ASUs issued but not yet adopted as of June 30, 2018 are summarized in the table below.~~



~~Standard~~	~~Description~~	~~Effective Date~~	~~Impact on Financial Statements~~
~~ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~	~~The amendments to Topic 815 (i) refine and expand the criteria for achieving hedge accounting on certain hedging strategies, (ii) require the earnings effect of the hedging instrument be presented~~ in the ~~same line item in which~~early stages of evaluating the ~~earnings effect of~~new guidance and therefore is unable to estimate the ~~hedged item is reported, and (iii) eliminate the requirement~~impact to ~~separately measure and report hedge ineffectiveness.~~	~~January 1, 2019 using modified retrospective method (with early adoption permitted)~~	~~The Company does not expect a material impact on~~ its financial ~~statements from adoption~~statements. The most significant impact will be the measurement of ~~the new guidance.~~liabilities for variable annuity guarantees.
ASU 2016-13, Financial ~~Instruments - Credit~~Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The amendments to Topic 326 replace the incurred loss impairment methodology for certain financial instruments with one that reflects expected credit losses based on historical loss information, current conditions, and reasonable and supportable forecasts. The new guidance also requires that an other-than- temporary impairment (“OTTI”) on a debt security will be recognized as an allowance going forward, such that improvements in expected future cash flows after an impairment will no longer be reflected as a prospective yield adjustment through net investment income, but rather a reversal of the previous impairment and recognized through realized investment gains and losses.	January 1, 2020 using the modified retrospective method (with early adoption permitted beginning January 1, 2019)	The Company is currently evaluating the impact of this guidance on its financial statements, with the most significant impact expected to be earlier recognition of credit losses on mortgage loan investments.

2. Segment Information

The Company is organized into three segments: Annuities; Life; and Run-off. In addition, the Company reports certain of its results of operations in Corporate & Other.

Annuities

The Annuities segment consists of a variety of variable, fixed, index-linked and income annuities designed to address contract holders’ needs for protected wealth accumulation on a tax-deferred basis, wealth transfer and income security.

Life

The Life segment consists of insurance products and services, including term, universal, whole ~~universal~~ and variable life products designed to address policyholders’ needs for financial security and protected wealth transfer, which may be provided on a tax-advantaged basis.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)

Run-off

The Run-off segment consists of products no longer actively sold and which are separately managed, including structured settlements, pension risk transfer contracts, certain company-owned life insurance policies, funding agreements and universal life with secondary guarantees.

Corporate & Other

Corporate & Other contains the excess capital not allocated to the segments and interest expense related to the majority of the Company’s outstanding debt, as well as expenses associated with certain legal proceedings and income tax audit issues. Corporate & Other also includes the elimination of intersegment amounts, long-term care and workers compensation business reinsured through 100% quota share reinsurance agreements, and term life insurance sold direct to consumers, which is no longer being offered for new sales.

Financial Measures and Segment Accounting Policies

Adjusted earnings is a financial measure used by management to evaluate performance, allocate resources and facilitate comparisons to industry results. Consistent with GAAP guidance for segment reporting, adjusted earnings is also used to measure segment performance. The Company believes the presentation of adjusted earnings, as the Company measures it for management purposes, enhances the understanding of its performance by highlighting the results of operations and the underlying profitability drivers of the business. Adjusted earnings should not be viewed as a substitute for net income (loss).

~~Table of Contents~~

attributable to Brighthouse Life Insurance Company

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes~~ and excludes net income (loss) attributable to ~~the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~2. Segment Information (continued)~~

noncontrolling interests.

Adjusted earnings, which may be positive or negative, focuses on the Company’s primary businesses principally by excluding the impact of market volatility, which could distort ~~trends, as well as businesses that have been or will be sold or exited by the Company, referred to as divested businesses.~~trends.

The following are ~~the~~ significant items excluded from total revenues, net of income tax, in calculating adjusted earnings:

Net investment gains (losses);

Net derivative gains (losses) except earned income on derivatives and amortization of premium on derivatives that are hedges of investments or that are used to replicate certain investments, but do not qualify for hedge accounting treatment; and

~~Amortization~~Certain variable annuity guaranteed minimum income benefits (“GMIBs”) fees (“GMIB Fees”) and amortization of unearned revenue related to net investment gains (losses) and net derivative gains (losses) ~~and certain variable annuity guaranteed minimum income benefits (“GMIBs”) fees (“GMIB Fees”)~~.

The following are ~~the~~ significant items excluded from total expenses, net of income tax, in calculating adjusted earnings:

Amounts associated with benefits and hedging costs related to GMIBs (“GMIB Costs”);

Amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and market value adjustments associated with surrenders or terminations of contracts (“Market Value Adjustments”); and

Amortization of ~~deferred policy acquisition cost (“DAC”)~~DAC and value of business acquired (“VOBA”) related to: (i) net investment gains (losses), (ii) net derivative gains (losses), (iii) GMIB Fees and GMIB Costs and (iv) Market Value Adjustments.

The tax impact of the adjustments mentioned above ~~are~~is calculated net of the ~~U.S.~~ statutory tax rate, which could differ from the Company’s effective tax rate.

Set forth in the tables below is certain financial information with respect to the Company’s segments, as well as Corporate & Other, for the three months and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 and at June 30, ~~2018~~2019 and December 31, ~~2017.~~2018. The segment accounting policies are the same as those used to prepare the Company’s condensed consolidated financial statements, except for the adjustments to calculate adjusted earnings described above. In addition, segment accounting policies include the methods of capital allocation described below.

~~Beginning in~~

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the ~~first quarter of 2018, the Company changed the methodology for how capital is allocated to segments and, in some cases, products (the “Portfolio Realignment”).~~ Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)

Segment investment and capitalization targets are ~~now~~ based on statutory oriented risk principles and metrics. Segment invested assets backing liabilities are based on net statutory liabilities plus excess capital. For the variable annuity business, the excess capital held is based on the target statutory total asset requirement consistent with the Company’s variable annuity risk management ~~strategy discussed in the 2017 Annual Report.~~strategy. For insurance businesses other than variable annuities, excess capital held is based on a percentage of required statutory risk-based capital. Assets in excess of those allocated to the segments, if any, are held in Corporate & Other. Segment net investment income reflects the performance of each segment’s respective invested assets.

Previously, invested assets held in the segments were based on net GAAP liabilities. Excess capital was retained in Corporate & Other and allocated to segments based on an internally developed statistics based capital model intended to capture the material risks to which the Company was exposed (referred to as “allocated equity”). Surplus assets in excess of the combined allocations to the segments were held in Corporate & Other with net investment income being credited back to the segments at a predetermined rate. Any excess or shortfall in net investment income from surplus assets was recognized in Corporate & Other.

The Portfolio Realignment had no effect on the Company’s consolidated net income (loss) or adjusted earnings, but it did impact segment results for the six months ended June 30, 2018. It was not practicable to determine the impact of the Portfolio Realignment to adjusted earnings in prior periods; however, the Company estimates that pre-tax adjusted earnings in the Life segment for the six months ended June 30, 2018 increased between $40 million and $50 million as a result of the change, with most of the offsetting impact in the Run-off segment. Impacts to the Annuities segment and Corporate & Other would not have been significantly different under the previous allocation method.



	Operating Results
Three Months Ended June 30, 2019	Annuities		Life		Run-off		Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	321	$	72	$	2	$	(74	)	$	321
Provision for income tax expense (benefit)	59		15		—		(22		)	52
Post-tax adjusted earnings	262		57		2		(52		)	269
Less: Net income (loss) attributable to noncontrolling interests	—		—		—		1			1
Adjusted earnings	$	262	$	57	$	2	$	(53	)	268
Adjustments for:
Net investment gains (losses)										56
Net derivative gains (losses)										108
Other adjustments to net income										(46		)
Provision for income tax (expense) benefit										(24		)
Net income (loss) attributable to Brighthouse Life Insurance Company										$	362

Interest revenue	$	468	$	101	$	339	$	10
Interest expense	$	—	$	—	$	—	$	16



	Operating Results
Three Months Ended June 30, 2018	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	255	$	26	$	(8	)	$	(38	)	$	235
Provision for income tax expense (benefit)	43		6		(2		)	(14		)	33
Post-tax adjusted earnings	212		20		(6		)	(24		)	202
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			—			—
Adjusted earnings	$	212	$	20	$	(6	)	$	(24	)	202
Adjustments for:
Net investment gains (losses)											(74		)
Net derivative gains (losses)											(278		)
Other adjustments to net income											(112		)
Provision for income tax (expense) benefit											98
Net income (loss) attributable to Brighthouse Life Insurance Company											$	(164	)

Interest revenue	$	374	$	92	$	314		$	7
Interest expense	$	—	$	—	$	—		$	1

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)

~~In addition,~~



	Operating Results
Six Months Ended June 30, 2019	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	668	$	97	$	(44	)	$	(140	)	$	581
Provision for income tax expense (benefit)	122		20		(10		)	(42		)	90
Post-tax adjusted earnings	546		77		(34		)	(98		)	491
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			1			1
Adjusted earnings	$	546	$	77	$	(34	)	$	(99	)	490
Adjustments for:
Net investment gains (losses)											46
Net derivative gains (losses)											(1,202		)
Other adjustments to net income											39
Provision for income tax (expense) benefit											235
Net income (loss) attributable to Brighthouse Life Insurance Company											$	(392	)

Interest revenue	$	886	$	183	$	615		$	22
Interest expense	$	—	$	—	$	—		$	26



	Operating Results
Six Months Ended June 30, 2018	Annuities		Life		Run-off		Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	510	$	90	$	56	$	(55	)	$	601
Provision for income tax expense (benefit)	87		18		11		(23		)	93
Post-tax adjusted earnings	423		72		45		(32		)	508
Less: Net income (loss) attributable to noncontrolling interests	—		—		—		—			—
Adjusted earnings	$	423	$	72	$	45	$	(32	)	508
Adjustments for:
Net investment gains (losses)										(78		)
Net derivative gains (losses)										(565		)
Other adjustments to net income										(211		)
Provision for income tax (expense) benefit										180
Net income (loss) attributable to Brighthouse Life Insurance Company										$	(166	)

Interest revenue	$	733	$	180	$	657	$	17
Interest expense	$	—	$	—	$	—	$	2

The following table presents total revenues with respect to the ~~total assets recognized in the~~Company’s segments, ~~changed~~ as a result of the Portfolio Realignment. Total assets (on a book value basis) in the Annuities and Life segments increased approximately $2 billion and approximately $3 billion, respectively, under the new allocation method. The Run-off segment andwell as Corporate & ~~Other experienced decreases in total assets of approximately $3 billion and approximately $2 billion, respectively, as a result of the Portfolio Realignment.~~

Other:

Operating Results
Three Months Ended June 30, 2018 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 255
$ 26
$ (8 ) $ (38 ) $ 235
Provision for income tax expense (benefit) 43
6
(2 ) (14 ) 33
Adjusted earnings $ 212
$ 20
$ (6 ) $ (24 ) 202
Adjustments for:
Net investment gains (losses) (74 )
Net derivative gains (losses) (278 )
Other adjustments to net income (112 )
Provision for income tax (expense) benefit 98
Net income (loss) $ (164 )

Interest revenue $ 374
$ 92
$ 314
$ 7

Interest expense $ —
$ —
$ —
$ 1



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
	(In millions)
Annuities	$	1,048	$	985		$	2,015		$	1,962
Life	275		278			529			578
Run-off	527		509			1,003			1,058
Corporate & Other	33		31			70			67
Adjustments	229		(293		)	(1,028		)	(531		)
Total	$	2,112	$	1,510		$	2,589		$	3,134

Operating Results
Three Months Ended June 30, 2017 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 264
$ 84
$ (597 ) $ (12 ) $ (261 )
Provision for income tax expense (benefit) 65
16
(196 ) (7 ) (122 )
Adjusted earnings $ 199
$ 68
$ (401 ) $ (5 ) (139 )
Adjustments for:
Net investment gains (losses) —
Net derivative gains (losses) (89 )
Other adjustments to net income (105 )
Provision for income tax (expense) benefit 69
Net income (loss) $ (264 )

Interest revenue $ 308
$ 74
$ 338
$ 46

Interest expense $ —
$ —
$ 4
$ 19

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)

Operating Results
Six Months Ended June 30, 2018 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 510
$ 90
$ 56
$ (55 ) $ 601
Provision for income tax expense (benefit) 87
18
11
(23 ) 93
Adjusted earnings $ 423
$ 72
$ 45
$ (32 ) 508
Adjustments for:
Net investment gains (losses) (78 )
Net derivative gains (losses) (565 )
Other adjustments to net income (211 )
Provision for income tax (expense) benefit 180
Net income (loss) $ (166 )

Interest revenue $ 733
$ 180
$ 657
$ 17

Interest expense $ —
$ —
$ —
$ 2

Operating Results
Six Months Ended June 30, 2017 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 529
$ (42 ) $ (484 ) $ 15
$ 18
Provision for income tax expense (benefit) 132
(16 ) (171 ) (3 ) (58 )
Adjusted earnings $ 397
$ (26 ) $ (313 ) $ 18
76
Adjustments for:
Net investment gains (losses) (55 )
Net derivative gains (losses) (902 )
Other adjustments to net income (126 )
Provision for income tax (expense) benefit 378
Net income (loss) $ (629 )

Interest revenue $ 632
$ 154
$ 712
$ 102

Interest expense $ —
$ —
$ 19
$ 37

~~The following table presents total revenues with respect to the Company’s segments, as well as Corporate & Other:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Annuities $ 985
$ 960
$ 1,962
$ 1,888
Life 278
265
578
486
Run-off 509
531
1,058
1,085
Corporate & Other 31
73
67
155
Adjustments (293 ) (48 ) (531 ) (924 )
Total $ 1,510
$ 1,781
$ 3,134
$ 2,690

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~2. Segment Information (continued)~~

The following table presents total assets with respect to the Company’s segments, as well as Corporate & Other, at:



	June 30, 2019		December 31, 2018
	(In millions)
Annuities	$	148,581	$	137,079
Life	15,426		14,928
Run-off	34,258		32,390
Corporate & Other	11,643		11,433
Total	$	209,908	$	195,830

June 30, 2018
December 31, 2017

(In millions)
Annuities $ 146,905
$ 149,920
Life 14,192
13,044
Run-off 32,458
36,719
Corporate & Other 11,024
12,362
Total $ 204,579

$ 212,045

3. Insurance

Guarantees

As discussed inNotes 1and 4 of the Notes to the Consolidated Financial Statements included in the~~2017~~2018 Annual Report, the Company issues variable annuity ~~products~~contracts with guaranteed minimum benefits. Guaranteed minimum accumulation benefits (“GMABs”), the non-life contingent portion of guaranteed minimum withdrawal benefits (“GMWBs”) and ~~the portion~~certain portions of ~~certain~~ GMIBs that do not require ~~annuitization~~the policyholder to annuitize are accounted for as embedded derivatives in policyholder account balances and are further discussed in Note 5.

The Company also ~~issues~~has universal and variable life insurance contracts ~~where the Company contractually guarantees to the contract holder a~~with secondary ~~guarantee.~~guarantees.

Information regarding the Company’s guarantee exposure was as follows at:


	June 30, 2018						December 31, 2017						June 30, 2019						December 31, 2018
	In the Event of Death			At Annuitization			In the Event of Death			At Annuitization			In the Event of Death			At Annuitization			In the Event of Death			At Annuitization
	(Dollars in millions)												(Dollars in millions)
Annuity Contracts (1), (2)
Variable Annuity Guarantees
Total account value (3)	$	104,974		$	60,458		$	105,061		$	59,691		$	99,575		$	57,117		$	92,794		$	53,330
Separate account value	$	100,115		$	59,330		$	100,043		$	58,511		$	94,902		$	56,047		$	88,065		$	52,225
Net amount at risk	$	6,473	(4)	$	2,468	(5)	$	5,200	(4)	$	2,330	(5)	$	6,990	(4)	$	3,398	(5)	$	10,945	(4)	$	3,903	(5)
Average attained age of contract holders	68 years			68 years			68 years			68 years			69 years			69 years			69 years			68 years


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
	Secondary Guarantees				Secondary Guarantees
	(Dollars in millions)				(Dollars in millions)
Universal Life Contracts
Total account value (3)	$	6,154	$	6,244	$	6,028	$	6,099
Net amount at risk (6)	$	74,152	$	75,304	$	72,121	$	73,131
Average attained age of policyholders	65 years		64 years		66 years		65 years

Variable Life Contracts
Total account value (3)	$	1,037	$	1,021	$	1,078	$	954
Net amount at risk (6)	$	13,384	$	13,848	$	12,519	$	13,040
Average attained age of policyholders	44 years		44 years		45 years		45 years

__________________


(1)	The Company’s annuity contracts with guarantees may offer more than one type of guarantee in each contract. Therefore, the amounts listed above may not be mutually exclusive.

1211

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

3. Insurance (continued)

(2)

Includes direct business, but excludes offsets from hedging or reinsurance, if any. Therefore, the net amount at risk presented reflects the economic exposures of living and death benefit guarantees associated with variable annuities, but not necessarily their impact on the Company. SeeNote 6of the Notes to the Consolidated Financial Statements included in the ~~2017~~2018 Annual Report for a discussion of guaranteed minimum benefits which have been reinsured.


(3)	Includes the contract holder’s investments in the general account and separate account, if applicable.


(4)	Defined as the death benefit less the total account value, as of the balance sheet date. It represents the amount of the claim that the Company would incur if death claims were filed on all contracts on the balance sheet date and includes any additional contractual claims associated with riders purchased to assist with covering income taxes payable upon death.

(5)

Defined as the amount (if any) that would be required to be added to the total account value to purchase a lifetime income stream, based on current annuity rates, equal to the minimum amount provided under the guaranteed benefit. This amount represents the Company’s potential economic exposure to such guarantees in the event all contract holders were to annuitize on the balance sheet date, even though the contracts contain terms that allow annuitization of the guaranteed amount only after the 10th anniversary of the contract, which not all contract holders have achieved.


(6)	Defined as the guarantee amount less the account value, as of the balance sheet date. It represents the amount of the claim that the Company would incur if death claims were filed on all contracts on the balance sheet date.

4. Investments

See Note 1 of the Notes to the Consolidated Financial Statements included in the 2018 Annual Report for a description of the Company’s accounting policies for investments and Note 6 for information about the fair value hierarchy for investments and the related valuation methodologies.

Fixed Maturity Securities ~~AFS~~Available-for-sale (“AFS”)

Fixed Maturity Securities AFS by Sector

The following table presents the fixed maturity securities AFS by sector at:



	June 30, 2019											December 31, 2018
	Amortized Cost		Gross Unrealized							Estimated Fair Value		Amortized Cost		Gross Unrealized							Estimated Fair Value
	Amortized Cost		Gains		Temporary Losses		OTTI Losses (1)			Estimated Fair Value		Amortized Cost		Gains		Temporary Losses		OTTI Losses (1)			Estimated Fair Value
	(In millions)
Fixed maturity securities: (2)
U.S. corporate	$	25,634	$	2,190	$	86	$	—		$	27,738	$	23,902	$	816	$	659	$	—		$	24,059
U.S. government and agency	5,318		1,742		—		—			7,060		7,503		1,251		110		—			8,644
RMBS	8,883		425		18		(4		)	9,294		8,309		246		122		(2		)	8,435
Foreign corporate	8,981		532		97		—			9,416		8,044		157		306		—			7,895
CMBS	4,932		249		4		—			5,177		5,177		42		87		(1		)	5,133
State and political subdivision	3,192		634		1		—			3,825		3,202		399		15		—			3,586
ABS	1,827		24		9		—			1,842		2,120		13		22		—			2,111
Foreign government	1,459		203		3		—			1,659		1,415		101		31		—			1,485
Total fixed maturity securities	$	60,226	$	5,999	$	218	$	(4	)	$	66,011	$	59,672	$	3,025	$	1,352	$	(3	)	$	61,348

June 30, 2018 December 31, 2017
Amortized
Cost Gross Unrealized Estimated
Fair
Value Amortized
Cost Gross Unrealized Estimated
Fair
Value
Gains Temporary
Losses OTTI
Losses (1) Gains Temporary
Losses OTTI
Losses (1)
(In millions)
Fixed maturity securities: (2)
U.S. corporate $ 22,439
$ 963
$ 439
$ —
$ 22,963
$ 20,647
$ 1,822
$ 89
$ —
$ 22,380
U.S. government and agency 10,871
1,397
190
—
12,078
14,185
1,844
116
—
15,913
RMBS 7,615
249
173
(4 ) 7,695
7,588
283
57
(3 ) 7,817
Foreign corporate 6,751
171
176
—
6,746
6,457
376
62
—
6,771
State and political subdivision 3,583

435

25

(2 )
3,995

3,573

532

6

1

4,098
CMBS 3,967
10
87
(1 ) 3,891
3,259
48
17
(1 ) 3,291
ABS 2,041
14
5
—
2,050
1,779
19
2
—
1,796
Foreign government 1,256
104
25
—
1,335
1,111
159
3
—
1,267
Total fixed maturity securities $ 58,523

$ 3,343

$ 1,120

$ (7 )
$ 60,753

$ 58,599

$ 5,083

$ 352

$ (3 )
$ 63,333

__________________


(1)	Noncredit OTTI losses included in ~~AOCI~~accumulated other comprehensive income (loss) (“AOCI”) in an unrealized gain position are due to increases in estimated fair value subsequent to initial recognition of noncredit losses on such securities. ~~See also “— Net Unrealized Investment Gains (Losses).”~~


(2)	Redeemable preferred stock is reported within U.S. corporate and foreign corporate fixed maturity securities. Included within fixed maturity securities are structured securities including residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and asset-backed securities (“ABS”) (collectively, “Structured Securities”).

The Company held non-income producing fixed maturity securities with an estimated fair value of $6 million and $3 million with unrealized gains (losses) of $2 million and ($2) million at June 30, 2018 and December 31, 2017, respectively.

1312

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

The Company held non-income producing fixed maturity securities with an estimated fair value of $32 million and less than $1 million with unrealized gains (losses) of ($2) million and less than $1 million at June 30, 2019 and December 31, 2018, respectively.

Maturities of Fixed Maturity Securities

The amortized cost and estimated fair value of fixed maturity securities, by contractual maturity date, were as follows at June 30, ~~2018:~~2019:



	Due in One Year or Less		Due After One Year Through Five Years		Due After Five Years Through Ten Years		Due After Ten Years		Structured Securities		Total Fixed Maturity Securities
	(In millions)
Amortized cost	$	1,561	$	6,889	$	12,017	$	24,117	$	15,642	$	60,226
Estimated fair value	$	1,571	$	7,080	$	12,659	$	28,388	$	16,313	$	66,011

Due in One
Year or Less

Due After One
Year Through
Five Years

Due After
Five Years
Through Ten Years

Due After Ten
Years

Structured
Securities

Total Fixed
Maturity
Securities
(In millions)
Amortized cost $ 1,730
$ 8,028
$ 11,339
$ 23,803
$ 13,623
$ 58,523
Estimated fair value $ 1,736
$ 8,111
$ 11,234
$ 26,036
$ 13,636
$ 60,753

Actual maturities may differ from contractual maturities due to the exercise of call or prepayment options. Fixed maturity securities not due at a single maturity date have been presented in the year of final contractual maturity. Structured Securities are shown separately, as they are not due at a single maturity.

Continuous Gross Unrealized Losses for Fixed Maturity Securities AFS by Sector

The following table presents the estimated fair value and gross unrealized losses of fixed maturity securities AFS in an unrealized loss position, aggregated by sector and by length of time that the securities have been in a continuous unrealized loss position at:



	June 30, 2019								December 31, 2018
	Less than 12 Months				Equal to or Greater than 12 Months				Less than 12 Months				Equal to or Greater than 12 Months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(Dollars in millions)
Fixed maturity securities:
U.S. corporate	$	1,323	$	40	$	1,224	$	46	$	10,450	$	465	$	2,290	$	194
U.S. government and agency	99		—		58		—		359		7		1,355		103
RMBS	105		1		1,378		13		1,550		21		2,567		99
Foreign corporate	740		27		743		70		3,916		199		746		107
CMBS	78		—		262		4		2,264		52		800		34
State and political subdivision	5		—		36		1		346		7		158		8
ABS	560		4		357		5		1,407		21		70		1
Foreign government	54		3		—		—		520		25		132		6
Total fixed maturity securities	$	2,964	$	75	$	4,058	$	139	$	20,812	$	797	$	8,118	$	552
Total number of securities in an unrealized loss position	639				511				2,988				1,022

June 30, 2018 December 31, 2017
Less than 12 Months
Equal to or Greater
than 12 Months
Less than 12 Months
Equal to or Greater
than 12 Months

Estimated
Fair
Value

Gross
Unrealized
Losses

Estimated
Fair
Value

Gross
Unrealized
Losses

Estimated
Fair
Value

Gross
Unrealized
Losses

Estimated
Fair
Value

Gross
Unrealized
Losses
(Dollars in millions)
Fixed maturity securities:
U.S. corporate $ 9,566
$ 321
$ 1,229
$ 118
$ 1,762
$ 21
$ 1,413
$ 68
U.S. government and agency 2,587
61
1,318
129
4,764
36
1,573
80
RMBS 3,209
95
1,103
74
2,308
13
1,292
41
Foreign corporate 2,924
105
433
71
636
8
559
54
State and political subdivision 577
15
102
8
171
3
106
4
CMBS 2,897
66
344
20
603
6
335
10
ABS 735
4
33
1
165
—
75
2
Foreign government 500
21
68
4
152
2
50
1
Total fixed maturity securities $ 22,995

$ 688

$ 4,630

$ 425

$ 10,561

$ 89

$ 5,403

$ 260
Total number of securities in an unrealized loss position 2,770
574
903
619

1413

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS Securities

Evaluation and Measurement Methodologies

Management considers a wide range of factors about the security issuer and uses its best judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for near-term recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. Considerations used in the impairment evaluation process include, but are not limited to: (i) the length of time and the extent to which the estimated fair value has been below amortized cost; (ii) the potential for impairments when the issuer is experiencing significant financial difficulties; (iii) the potential for impairments in an entire industry sector or sub-sector; (iv) the potential for impairments in certain economically depressed geographic locations; (v) the potential for impairments where the issuer, series of issuers or industry has suffered a catastrophic loss or has exhausted natural resources; (vi) whether the Company has the intent to sell or will more likely than not be required to sell a particular security before the decline in estimated fair value below amortized cost recovers; (vii) with respect to Structured Securities, changes in forecasted cash flows after considering the quality of underlying collateral, expected prepayment speeds, current and forecasted loss severity, consideration of the payment terms of the underlying assets backing a particular security, and the payment priority within the tranche structure of the security; (viii) the potential for impairments due to weakening of foreign currencies on non-functional currency denominated fixed maturity securities that are near maturity; and (ix) other subjective factors, including concentrations and information obtained from regulators and rating agencies.

For securities in an unrealized loss position, an OTTI is recognized in earnings when it is anticipated that the amortized cost will not be recovered. When either: (i) the Company has the intent to sell the security; or (ii) it is more likely than not that the Company will be required to sell the security before recovery, the OTTI recognized in earnings is the entire difference between the security’s amortized cost and estimated fair value. If neither of these conditions exists, the difference between the amortized cost of the security and the present value of projected future cash flows expected to be collected is recognized as an OTTI in earnings (“credit loss”). If the estimated fair value is less than the present value of projected future cash flows expected to be collected, this portion of OTTI related to other-than-credit factors (“noncredit loss”) is recorded in other comprehensive income (“OCI”).

Current Period Evaluation

Based on the Company’s current evaluation of its AFS securities in an unrealized loss position in accordance with its impairment policy, and the Company’s current intentions and assessments (as applicable to the type of security) about holding, selling and any requirements to sell these securities, the Company concluded that these securities were not other-than-temporarily impaired at June 30, ~~2018.~~2019.

Gross unrealized losses on fixed maturity securities ~~increased $764 million~~decreased $1.1 billion during the six months endedJune 30, ~~2018~~2019to$~~1.1 billion.~~214 million. The ~~increase~~decrease in gross unrealized losses for the six months ended June 30, ~~2018~~2019 was primarily attributable to ~~increasing~~decreasing longer-term interest rates and ~~widening~~narrowing credit spreads.

At June 30, ~~2018, $2~~2019, $7 million of the total ~~$1.1 billion~~$214 million of gross unrealized losses were from seven fixed maturity securities with an unrealized loss position of 20% or more of amortized cost for six months or greater.

~~Mortgage Loans~~

~~Mortgage Loans by Portfolio Segment~~

~~Mortgage loans are summarized as follows at:~~

June 30, 2018 December 31, 2017

Carrying
Value

% of
Total

Carrying
Value

% of
Total
(Dollars in millions)
Mortgage loans:
Commercial $ 8,058
65.8 % $ 7,233
67.9 %
Agricultural 2,557
20.9
2,200
20.7
Residential 1,577
12.9
1,138
10.7
Subtotal (1) 12,192
99.6
10,571
99.3
Valuation allowances (2) (51 ) (0.4 ) (46 ) (0.4 )
Subtotal mortgage loans, net 12,141
99.2
10,525
98.9
Commercial mortgage loans held by CSEs — FVO
96
0.8
115
1.1
Total mortgage loans, net $ 12,237
100.0 % $ 10,640
100.0 %

~~__________________~~

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

Mortgage Loans

Mortgage Loans by Portfolio Segment

Mortgage loans are summarized as follows at:



	June 30, 2019					December 31, 2018
	Carrying Value			% of Total		Carrying Value			% of Total
	(Dollars in millions)
Mortgage loans:
Commercial	$	9,239		61.7	%	$	8,502		62.6	%
Agricultural	3,184			21.2		2,874			21.1
Residential	2,627			17.5		2,276			16.7
Subtotal (1)	15,050			100.4		13,652			100.4
Valuation allowances (2)	(63		)	(0.4	)	(56		)	(0.4	)
Total mortgage loans, net	$	14,987		100.0	%	$	13,596		100.0	%

__________________

(1)

Purchases of mortgage loans from third parties were $86 million and $563 million for the three months and six months ended June 30, 2019, respectively, and $518 million and $604 million for the three months and six months ended June 30, 2018, ~~respectively, and $147 million and $307 million for the three months and six months ended June 30, 2017,~~ respectively, and were primarily comprised of residential mortgage loans.


(2)	The valuation allowances were primarily from collective evaluation (non-specific loan related).

~~See “— Variable Interest Entities” for discussion of consolidated securitization entities (“CSEs”).~~

Information on commercial, agricultural and residential mortgage loans is presented in the tables below. ~~Information on commercial mortgage loans held by CSEs — FVO is presented in~~ ~~Note 6. The Company elects the FVO for certain commercial mortgage loans and related long-term debt that are managed on a total return basis.~~

Valuation Allowance Methodology

Mortgage loans are considered to be impaired when it is probable that, based upon current information and events, the Company will be unable to collect all amounts due under the loan agreement. Specific valuation allowances are established using the same methodology for all three portfolio segments as the excess carrying value of a loan over either (i) the present value of expected future cash flows discounted at the loan’s original effective interest rate, (ii) the estimated fair value of the loan’s underlying collateral if the loan is in the process of foreclosure or otherwise collateral dependent, or (iii) the loan’s observable market price. A common evaluation framework is used for establishing non-specific valuation allowances for all loan portfolio segments; however, a separate non-specific valuation allowance is calculated and maintained for each loan portfolio segment that is based on inputs unique to each loan portfolio segment. Non-specific valuation allowances are established for pools of loans with similar risk characteristics where a property-specific or market-specific risk has not been identified, but for which the Company expects to incur a credit loss. These evaluations are based upon several loan portfolio segment-specific factors, including the Company’s experience for loan losses, defaults and loss severity, and loss expectations for loans with similar risk characteristics. These evaluations are revised as conditions change and new information becomes available.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

Credit Quality of Commercial Mortgage Loans

The credit quality of commercial mortgage loans was as follows at:



	Recorded Investment
	Debt Service Coverage Ratios								% of Total		Estimated Fair Value		% of Total
	> 1.20x		1.00x - 1.20x		< 1.00x		Total		% of Total		Estimated Fair Value		% of Total
	(Dollars in millions)
June 30, 2019
Loan-to-value ratios:
Less than 65%	$	8,170	$	120	$	113	$	8,403	91.0	%	$	8,790	91.1	%
65% to 75%	688		—		—		688		7.4		712		7.4
76% to 80%	139		—		9		148		1.6		148		1.5
Total	$	8,997	$	120	$	122	$	9,239	100.0	%	$	9,650	100.0	%

December 31, 2018
Loan-to-value ratios:
Less than 65%	$	7,444	$	89	$	34	$	7,567	89.0	%	$	7,642	89.0	%
65% to 75%	762		—		24		786		9.2		797		9.3
76% to 80%	141		—		8		149		1.8		145		1.7
Total	$	8,347	$	89	$	66	$	8,502	100.0	%	$	8,584	100.0	%

Recorded Investment
Debt Service Coverage Ratios
% of
Total

Estimated
Fair
Value

% of
Total
> 1.20x 1.00x - 1.20x < 1.00x Total
(Dollars in millions)
June 30, 2018
Loan-to-value ratios:
Less than 65% $ 7,059
$ 115
$ 33
$ 7,207
89.5 % $ 7,244
89.5 %
65% to 75% 612
107
81
800
9.9
797
9.9
76% to 80% 42
—
9
51
0.6
49
0.6
Total $ 7,713

$ 222

$ 123

$ 8,058
100.0 % $ 8,090
100.0 %

December 31, 2017
Loan-to-value ratios:
Less than 65% $ 6,167
$ 293
$ 33
$ 6,493
89.7 % $ 6,654
90.0 %
65% to 75% 642
—
14
656
9.1
658
8.9
76% to 80% 42
—
9
51
0.7
50
0.7
Greater than 80% —
9
24
33
0.5
30
0.4
Total $ 6,851

$ 302

$ 80

$ 7,233
100.0 % $ 7,392
100.0 %

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

Credit Quality of Agricultural Mortgage Loans

The credit quality of agricultural mortgage loans was as follows at:



	June 30, 2019				December 31, 2018
	Recorded Investment		% of Total		Recorded Investment		% of Total
	(Dollars in millions)
Loan-to-value ratios:
Less than 65%	$	2,833	89.0	%	$	2,551	88.8	%
65% to 75%	350		11.0		322		11.2
76% to 80%	1		—		1		—
Total	$	3,184	100.0	%	$	2,874	100.0	%

June 30, 2018 December 31, 2017

Recorded
Investment

% of
Total

Recorded
Investment

% of
Total
(Dollars in millions)
Loan-to-value ratios:
Less than 65% $ 2,330
91.1 % $ 2,039
92.7 %
65% to 75% 227
8.9
161
7.3
Total $ 2,557
100.0 % $ 2,200
100.0 %

The estimated fair value of agricultural mortgage loans was ~~$2.5~~$3.3 billion and ~~$2.2~~$2.9 billion at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

Credit Quality of Residential Mortgage Loans

The credit quality of residential mortgage loans was as follows at:



	June 30, 2019				December 31, 2018
	Recorded Investment		% of Total		Recorded Investment		% of Total
	(Dollars in millions)
Performance indicators:
Performing	$	2,590	98.6	%	$	2,240	98.4	%
Nonperforming	37		1.4		36		1.6
Total	$	2,627	100.0	%	$	2,276	100.0	%

June 30, 2018 December 31, 2017
Recorded Investment
% of
Total
Recorded Investment
% of
Total
(Dollars in millions)
Performance indicators:
Performing $ 1,548
98.2 % $ 1,106
97.2 %
Nonperforming 29
1.8
32
2.8
Total $ 1,577
100.0 % $ 1,138
100.0 %

The estimated fair value of residential mortgage loans was$~~1.6~~2.7 billionand$~~1.2~~2.3 billionatJune 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Past Due, Nonaccrual and Modified Mortgage Loans

The Company has a high quality, well performing mortgage loan portfolio, with over 99% of all mortgage loans classified as performing at both June 30, ~~2018~~2019 and December 31, ~~2017.~~2018. The Company defines delinquency consistent with industry practice, when mortgage loans are past due as follows: commercial and residential mortgage loans — 60 days and agricultural mortgage loans — 90 days. The Company had no commercial ~~or agricultural~~ mortgage loans past due or in nonaccrual status at either June 30, 2019 or December 31, 2018. Agricultural mortgage loans past due totaled $6 million and less than $1 million at June 30, 2019 and December 31, 2018, respectively. The Company had no ~~commercial or~~ agricultural mortgage loans in nonaccrual status at either June 30, ~~2018~~2019 or December 31, ~~2017. The recorded investment of residential~~2018. Residential mortgage loans past due and in nonaccrual status ~~was $29~~totaled $37 million and ~~$32~~$36 million at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. During the three months and six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company did not have a significant ~~amount~~number of mortgage loans modified in a troubled debt restructuring.

Other Invested Assets

Freestanding derivatives with positive estimated fair values comprise over 90% of other invested assets. See Note 5 for information about freestanding derivatives with positive estimated fair values. Other invested assets also includes tax credit and renewable energy partnerships, leveraged leases and Federal Home Loan Bank stock.

Cash Equivalents

The carrying value of cash equivalents, which includes securities and other investments with an original or remaining maturity of three months or less at the time of purchase, was ~~$1.1 billion~~$946 million and ~~$1.0~~$2.8 billion at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Net Unrealized Investment Gains (Losses)

Unrealized investment gains (losses) on fixed maturity ~~and equity~~ securities and the effect on DAC, VOBA, deferred sales inducements (“DSI”) and future policy benefits, that would result from the realization of the unrealized gains (losses), are included in net unrealized investment gains (losses) in AOCI.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

The components of net unrealized investment gains (losses), included in AOCI, were as follows:



	June 30, 2019			December 31, 2018
	(In millions)
Fixed maturity securities	$	5,785		$	1,679
Derivatives	243			253
Other	(13		)	(15		)
Subtotal	6,015			1,917
Amounts allocated from:
Future policy benefits	(2,317		)	(885		)
DAC, VOBA and DSI	(289		)	(90		)
Subtotal	(2,606		)	(975		)
Deferred income tax benefit (expense)	(716		)	(198		)
Net unrealized investment gains (losses)	$	2,693		$	744

June 30, 2018 December 31, 2017
(In millions)
Fixed maturity securities $ 2,214
$ 4,722
Fixed maturity securities with noncredit OTTI losses included in AOCI 6
2
Total fixed maturity securities 2,220
4,724
Equity securities —
39
Derivatives 247
231
Other (9 ) (8 )
Subtotal 2,458
4,986
Amounts allocated from:
Future policy benefits (1,239 ) (2,370 )
DAC and VOBA related to noncredit OTTI losses recognized in AOCI (5 ) (2 )
DAC, VOBA and DSI (159 ) (260 )
Subtotal (1,403 ) (2,632 )
Deferred income tax benefit (expense) related to noncredit OTTI losses recognized in AOCI 2
1
Deferred income tax benefit (expense) (224 ) (495 )
Net unrealized investment gains (losses) $ 833
$ 1,860

The changes in net unrealized investment gains (losses) were as follows:



	Six Months Ended June 30, 2019
	(In millions)
Balance, December 31, 2018	$	744
Unrealized investment gains (losses) during the period	4,098
Unrealized investment gains (losses) relating to:
Future policy benefits	(1,432		)
DAC, VOBA and DSI	(199		)
Deferred income tax benefit (expense)	(518		)
Balance, June 30, 2019	$	2,693
Change in net unrealized investment gains (losses)	$	1,949

Six Months
Ended
June 30, 2018
(In millions)
Balance, December 31, 2017 $ 1,860
Unrealized investment gains (losses) change due to cumulative effect, net of income tax (1) (79 )
Balance, January 1, 2018 1,781
Fixed maturity securities on which noncredit OTTI losses have been recognized 4
Unrealized investment gains (losses) during the period (2,453 )
Unrealized investment gains (losses) relating to:
Future policy benefits 1,131
DAC and VOBA related to noncredit OTTI losses recognized in AOCI (3 )
DAC, VOBA and DSI 101
Deferred income tax benefit (expense) related to noncredit OTTI losses recognized in AOCI 1
Deferred income tax benefit (expense) 271
Balance, June 30, 2018 $ 833
Change in net unrealized investment gains (losses) $ (948 )

~~__________________~~


~~(1)~~	~~See~~ ~~Note 1~~ ~~for more information related to the cumulative effect of change in accounting principle and other.~~

Concentrations of Credit Risk

There were no investments in any counterparty that were greater than 10% of the Company’s equity, other than the U.S. government and its agencies, at both June 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

Securities Lending

Elements of the securities lending program are presented below at:


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
	(In millions)				(In millions)
Securities on loan: (1)
Amortized cost	$	3,304	$	3,085	$	2,038	$	3,056
Estimated fair value	$	3,798	$	3,748	$	2,973	$	3,628
Cash collateral received from counterparties (2)	$	3,834	$	3,791	$	3,023	$	3,646
Security collateral received from counterparties (3)	$	56	$	29	$	18	$	55
Reinvestment portfolio — estimated fair value	$	3,843	$	3,823	$	3,072	$	3,658

__________________


(1)	Included within fixed maturity securities.


(2)	Included within payables for collateral under securities loaned and other transactions.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)


(3)	Security collateral received from counterparties may not be sold or re-pledged, unless the counterparty is in default, and is not reflected on the consolidated financial statements.

The cash collateral liability by loaned security type and remaining tenor of the agreements were as follows at:

June 30, 2018 December 31, 2017
Remaining Tenor of Securities Lending Agreements Remaining Tenor of Securities Lending Agreements
Open (1) 1 Month or Less 1 to 6 Months Total Open (1) 1 Month or Less 1 to 6 Months Total
(In millions)
U.S. government and agency $ 1,345
$ 1,596
$ 893
$ 3,834
$ 1,626
$ 964
$ 1,201
$ 3,791



	June 30, 2019								December 31, 2018
	Remaining Tenor of Securities Lending Agreements								Remaining Tenor of Securities Lending Agreements
	Open (1)		1 Month or Less		1 to 6 Months		Total		Open (1)		1 Month or Less		1 to 6 Months		Total
	(In millions)
U.S. government and agency	$	1,446	$	686	$	891	$	3,023	$	1,474	$	1,823	$	349	$	3,646

__________________


(1)	The related loaned security could be returned to the Company on the next business day which would require the Company to immediately return the cash collateral.

If the Company is required to return significant amounts of cash collateral on short notice and is forced to sell securities to meet the return obligation, it may have difficulty selling such collateral that is invested in securities in a timely manner, be forced to sell securities in a volatile or illiquid market for less than what otherwise would have been realized under normal market conditions, or both. The estimated fair value of the securities on loan related to the cash collateral on open at June 30, ~~2018~~2019 was ~~$1.3~~$1.4 billion, all of which were U.S. government and agency securities which, if put back to the Company, could be immediately sold to satisfy the cash requirement.

The reinvestment portfolio acquired with the cash collateral consisted principally of fixed maturity securities (including agency RMBS, U.S. ~~government and agency securities, ABS, U.S.~~ and foreign corporate securities, ABS, non-agency RMBS and ~~non-agency RMBS)~~U.S. government and agency securities) with ~~64%~~55% invested in agency RMBS, cash and cash equivalents and U.S. government and agency securities ~~short-term investments, cash equivalents or held in cash~~ at June 30, ~~2018.~~2019. If the securities on loan or the reinvestment portfolio become less liquid, the Company has the liquidity resources of most of its general account available to meet any potential cash demands when securities on loan are put back to the Company.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

Invested Assets on Deposit, Held in Trust and Pledged as Collateral

Invested assets on deposit, held in trust and pledged as collateral are presented below at estimated fair value at:


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
	(In millions)				(In millions)
Invested assets on deposit (regulatory deposits) (1)	$	8,041	$	8,259	$	8,988	$	8,172
Invested assets held in trust (reinsurance agreements) (2)	2,985		2,634		4,087		3,455
Invested assets pledged as collateral (3)	3,823		3,199		3,335		3,340
Total invested assets on deposit, held in trust and pledged as collateral	$	14,849	$	14,092	$	16,410	$	14,967

__________________


(1)	The Company has assets, primarily fixed maturity securities, on deposit with governmental authorities relating to certain policyholder liabilities, of which ~~$70~~$171 million and ~~$34~~$55 million of the assets on deposit balance represents restricted cash at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.


(2)	The Company has assets, primarily fixed maturity securities, held in trust relating to certain reinsurance transactions. ~~$27~~$52 million and ~~$42~~$87 million of the assets held in trust balance represents restricted cash at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.


(3)	The Company has pledged invested assets in connection with various agreements and transactions, including funding agreements (seeNote 4of the Notes to the Consolidated Financial Statements included in the ~~2017~~2018 Annual Report) and derivative transactions (seeNote 5).

See “— Securities Lending” for information regarding securities on loan.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

Variable Interest Entities

The Company has invested in legal entities that are ~~VIEs. In certain instances,~~variable interest entities (“VIEs”). VIEs are consolidated when the ~~Company holds~~investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the ~~most significant~~ activities of the ~~entity,~~VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE.

There were no material VIEs for which the Company has concluded that it is the primary beneficiary at June 30, 2019 or December 31, 2018.

The Company’s investments in unconsolidated VIEs are described below.

Fixed Maturity Securities

The Company invests in U.S. corporate bonds, foreign corporate bonds, and Structured Securities issued by VIEs. The Company is not obligated to provide any financial or other support to these VIEs, other than the original investment. The Company’s involvement with these entities is limited to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer, or investment manager, which are generally viewed as ~~well as an~~having the power to direct the activities that most significantly impact the economic ~~interest~~performance of the VIE, nor does the Company function in any of these roles. The Company does not have the obligation to absorb losses or the right to receive benefits from the entity ~~and,~~that could potentially be significant to the entity; as ~~such,~~a result, the Company has determined it is ~~deemed to be~~not the primary beneficiary, or consolidator, of the ~~entity.~~VIE. The determination of the VIE’s primary beneficiary requires an evaluation of the contractual and implied rights and obligations associated with each party’s relationship with or involvement in the entity, an estimate of the entity’s expected losses and expected residual returns and the allocation of such estimatesCompany’s maximum exposure to ~~each party involved in the entity.~~

~~Consolidated VIEs~~

~~Creditors or beneficial interest holders of VIEs where the Company is the primary beneficiary have no recourse to the general credit of the Company, as the Company’s obligation to the VIEs~~loss on these fixed maturity securities is limited to the amortized cost of these investments. See “— Fixed Maturity Securities AFS” for information on these securities.

Limited Partnerships and LLCs

The Company holds investments in certain limited partnerships and LLCs which are VIEs. These ventures include real estate limited partnerships/LLCs, private equity funds, hedge funds, and to a lesser extent tax credit and renewable energy partnerships. The Company is not considered the primary beneficiary, or consolidator, when its involvement takes the form of a limited partner interest and is restricted to a role of a passive investor, as a limited partner’s interest does not provide the Company with any substantive kick-out or participating rights, nor does it provide the Company with the power to direct the activities of the fund. The Company’s maximum exposure to loss on these investments is limited to: (i) the amount invested in debt or equity of ~~its committed investment.~~the VIE and (ii) commitments to the VIE, as described in Note 10.

The carrying amount and maximum exposure to loss related to the VIEs in which the Company concluded that it holds a variable interest, but is not the primary beneficiary, were as follows at:



	June 30, 2019				December 31, 2018
	Carrying Amount		Maximum Exposure to Loss		Carrying Amount		Maximum Exposure to Loss
	(In millions)
Fixed maturity securities	$	13,219	$	12,609	$	12,848	$	12,848
Limited partnerships and LLCs	1,761		2,989		1,743		3,130
Total	$	14,980	$	15,598	$	14,591	$	15,978

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

~~The following table presents the total assets and total liabilities relating to VIEs for which the Company has concluded that it is the primary beneficiary and which are consolidated at:~~

June 30, 2018 December 31, 2017
(In millions)
CSEs: (1)
Assets
Mortgage loans (commercial mortgage loans) $ 96
$ 115
Accrued investment income —
1
Total assets $ 96

$ 116
Liabilities
Long-term debt $ 5
$ 11
Total liabilities $ 5

$ 11

~~__________________~~

~~(1)~~

The Company consolidates entities that are structured as CMBS. The assets of these entities can only be used to settle their respective liabilities, and under no circumstances is the Company liable for any principal or interest shortfalls should any arise. The Company’s exposure was limited to that of its remaining investment in these entities of $73 million and $86 million at estimated fair value at June 30, 2018 and December 31, 2017, respectively.

~~Unconsolidated VIEs~~

The carrying amount and maximum exposure to loss relating to VIEs in which the Company holds a significant variable interest but is not the primary beneficiary and which have not been consolidated were as follows at:

June 30, 2018 December 31, 2017

Carrying
Amount

Maximum
Exposure
to Loss (1)

Carrying
Amount

Maximum
Exposure
to Loss (1)
(In millions)
Fixed maturity securities AFS:
Structured Securities (2) $ 11,084
$ 11,084
$ 11,136
$ 11,136
U.S. and foreign corporate 437
437
501
501
Other limited partnership interests 1,549
2,772
1,509
2,460
Other investments (3) 78
81
71
79
Total $ 13,148

$ 14,374

$ 13,217

$ 14,176

~~__________________~~

~~(1)~~

The maximum exposure to loss relating to fixed maturity securities AFS is equal to their carrying amounts or the carrying amounts of retained interests. The maximum exposure to loss relating to other limited partnership interests and real estate joint ventures is equal to the carrying amounts plus any unfunded commitments. Such a maximum loss would be expected to occur only upon bankruptcy of the issuer or investee.


~~(2)~~	~~For these variable interests, the Company’s involvement is limited to that of a passive investor in mortgage-backed or asset-backed securities issued by trusts that do not have substantial equity.~~


~~(3)~~	~~Other investments is comprised of real estate joint ventures and other invested assets.~~

~~As described in~~ ~~Note 10~~, the Company makes commitments to fund partnership investments in the normal course of business. Excluding these commitments, the Company did not provide financial or other support to investees designated as VIEs during both the three months and six months ended June 30, 2018 and 2017.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

Net Investment Income

The components of net investment income were as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In millions)
Investment income:
Fixed maturity securities	$	666	$	621	$	1,308	$	1,233
Equity securities	2		2		5		4
Mortgage loans	175		127		333		244
Policy loans	12		28		22		38
Real estate limited partnerships and limited liability companies	12		10		20		24
Other limited partnership interests	75		24		75		89
Cash, cash equivalents and short-term investments	17		5		27		10
Other	7		11		18		20
Subtotal	966		828		1,808		1,662
Less: Investment expenses	48		48		102		90
Net investment income	$	918	$	780	$	1,706	$	1,572

Three Months
Ended
June 30, Six Months
Ended
June 30,

2018 2017 2018
2017

(In millions)
Investment income:

Fixed maturity securities $ 621
$ 582
$ 1,233
$ 1,174
Equity securities 2
3
4
5
Mortgage loans 127
110
244
218
Policy loans 28
11
38
23
Real estate joint ventures 10
14
24
26
Other limited partnership interests 24
48
89
105
Cash, cash equivalents and short-term investments 5
9
10
17
Other 9
6
16
14
Subtotal 826
783
1,658

1,582
Less: Investment expenses 48
45
90
87
Subtotal, net 778
738
1,568

1,495
FVO CSEs — interest income — commercial mortgage loans 2
2
4
4
Net investment income $ 780
$ 740
$ 1,572

$ 1,499

~~See “— Variable Interest Entities” for discussion of CSEs.~~

See “— Related Party Investment Transactions” for discussion of related party investment expenses.

Net Investment Gains (Losses)

Components of Net Investment Gains (Losses)

The components of net investment gains (losses) were as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In millions)
Fixed maturity securities	$	62		$	(65	)	$	47		$	(103	)
Equity securities	1			(2		)	11			(3		)
Mortgage loans	(3		)	(3		)	(7		)	(7		)
Real estate limited partnerships and limited liability companies	1			—			—			42
Other limited partnership interests	(4		)	—			(5		)	—
Other	(1		)	(4		)	—			(7		)
Total net investment gains (losses)	$	56		$	(74	)	$	46		$	(78	)

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

4. Investments (continued)

~~Net Investment Gains (Losses)~~

~~Components of Net Investment Gains (Losses)~~

~~The components of net investment gains (losses) were as follows:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017

(In millions)
Total gains (losses) on fixed maturity securities:
Total OTTI losses recognized — by sector:
State and political subdivision $ —
$ (1 ) $ —
$ (1 )
OTTI losses on fixed maturity securities recognized in earnings —
(1 ) —

(1 )
  Fixed maturity securities — net gains (losses) on sales and disposals (65 ) 1
(103 ) (36 )
Total gains (losses) on fixed maturity securities (65 ) —
(103 )
(37 )
Total gains (losses) on equity securities:
  Equity securities — Mark to market and net gains (losses) on sales and disposals (2 ) 2
(3 ) 1
Total gains (losses) on equity securities (2 ) 2
(3 )
1
Mortgage loans (3 ) (2 ) (7 ) (5 )
Real estate joint ventures —
1
42
3
Other limited partnership interests —
—
—
(10 )
Other 1
—
1
(5 )
Subtotal (69 ) 1
(70 ) (53 )
FVO CSEs:

Commercial mortgage loans (5 ) (1 ) (8 ) (1 )
Long-term debt — related to commercial mortgage loans —
—
—
—
Non-investment portfolio gains (losses) —
—
—
(1 )
Subtotal (5 ) (1 ) (8 )
(2 )
Total net investment gains (losses) $ (74 ) $ —
$ (78 )
$ (55 )

~~See “— Variable Interest Entities” for discussion of CSEs.~~

~~See “— Related Party Investment Transactions” for discussion of related party net investment gains (losses) related to transfers of invested assets.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

Sales or Disposals ~~and Impairments~~ of Fixed Maturity Securities

Investment gains and losses on sales of securities are determined on a specific identification basis. Proceeds from sales or disposals of fixed maturity securities and the components of fixed maturity securities net investment gains (losses) were as shown in the table below.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In millions)
Proceeds	$	3,416		$	2,450		$	6,636		$	5,288
Gross investment gains	$	99		$	9		$	163		$	12
Gross investment losses	(37		)	(74		)	(116		)	(115		)
Net investment gains (losses)	$	62		$	(65	)	$	47		$	(103	)

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Proceeds $ 2,450
$ 2,403
$ 5,288
$ 4,363
Gross investment gains $ 9
$ 11
$ 12
$ 20
Gross investment losses (74 ) (10 ) (115 ) (56 )
OTTI losses —
(1 ) —
(1 )
Net investment gains (losses) $ (65 ) $ —
$ (103 ) $ (37 )

~~Credit Loss Rollforward~~

The table below presents a rollforward of the cumulative credit loss component of OTTI loss recognized in earnings on fixed maturity securities still held for which a portion of the OTTI loss was recognized in other comprehensive income (“OCI”):

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Balance, beginning of period $ —
$ 10
$ —
$ 28
Reductions:
Sales (maturities, pay downs or prepayments) of securities previously impaired as credit loss OTTI —
(1 ) —
(19 )
Balance, end of period $ —
$ 9
$ —

$ 9

Related Party Investment Transactions

~~The Company previously transferred invested assets primarily consisting of fixed maturity securities to former affiliates, which were as follows:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Estimated fair value of invested assets transferred to former affiliates $ —
$ —
$ —
$ 292
Amortized cost of invested assets transferred to former affiliates $ —
$ —
$ —
$ 294
Net investment gains (losses) recognized on transfers $ —
$ —
$ —
$ (2 )

At March 31, 2017, the Company had $1.1 billion of loans due from MetLife, Inc., which were included in other invested assets. These loans were carried at fixed interest rates of 4.21% and 5.10%, payable semiannually, and were due on September 30, 2032 and December 31, 2033, respectively. In April 2017, these loans were satisfied in a non-cash exchange for $1.1 billion of notes due to MetLife, Inc. See ~~Notes 3 and 10of the Notes to the Consolidated Financial Statements included in the2017 Annual Report.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~4. Investments (continued)~~

In January 2017, Metropolitan Life Insurance Company (“MLIC”), a former affiliate, recaptured risks related to guaranteed minimum benefit guarantees on certain variable annuities being reinsured by the Company.~~The Company transferred invested assets and cash and cash equivalents which are included in the table above~~.~~See Note 11 for additional information related to these transfers.~~

In March 2017, the Company sold an operating joint venture with a book value of $89 million to MLIC for $286 million. The operating joint venture was accounted for under the equity method and included in other invested assets. This sale resulted in an increase in additional paid-in capital of $202 million in the first quarter of 2017.

The Company receives investment administrative services from MetLife Investment Advisors, LLC, ~~(“MLIA”),~~ which was considered a related party investment manager until the completion of the MetLife Divestiture. The related investment administrative service charges were ~~$26~~$26 million and $49 million for thethree months and six months endedJune 30,2018, ~~respectively, and $23 million and $48 million~~ ~~for~~ respectively. All of the ~~three months and six months ended~~ ~~June 30, 2017, respectively.~~charges reported as related party activity in 2018 occurred prior to the MetLife Divestiture. See Note 1 regarding the MetLife Divestiture.

5. Derivatives

Accounting for Derivatives

Freestanding Derivatives

Freestanding derivatives are carried on the Company’s balance sheet either as assets within other invested assets or as liabilities within other liabilities at estimated fair value. The Company does not offset the estimated fair value amounts recognized for derivatives executed with the same counterparty under the same master netting agreement.

Accruals on derivatives are generally recorded in accrued investment income or within other liabilities. However, accruals that are not scheduled to settle within one year are included with the derivatives carrying value in other invested assets or other liabilities.

If a derivative is not designated or did not qualify as an accounting hedge, ~~or its use in managing risk does not qualify for hedge accounting,~~ changes in the estimated fair value of the derivative are ~~generally~~ reported in net derivative gains (losses) except for economic hedges of ~~variable annuity guarantees~~limited partnerships and LLCs which are presented in ~~future policy benefits and claims.~~net investment income.

The Company generally reports cash received or paid for a derivative in the investing activity section of the statement of cash flows except for cash flows of certain derivative options with deferred premiums, which are reported in the financing activity section of the statement of cash flows.

Hedge Accounting

The Company primarily designates derivatives as a hedge of a forecasted transaction or a variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). When a derivative is designated as a cash flow hedge and is determined to be highly effective, changes in fair value are recorded in OCI and subsequently reclassified into the statement of operations when the Company’s earnings are affected by the variability in cash flows of the hedged item. The Company also designates derivatives as a hedge of the estimated fair value of a recognized asset or liabilities (fair value hedge). When a derivative is designated as fair value hedge and is determined to be highly effective, changes in fair value are recorded in net derivative gains (losses), consistent with the change in estimated fair value of the hedged item attributable to the designated risk being hedged.

To qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge. In its hedge documentation, the Company sets forth how the hedging instrument is expected to hedge the designated risks related to the hedged item and sets forth the method that will be used to retrospectively and prospectively assess the hedging instrument’s ~~effectiveness and the method that will be used to measure ineffectiveness.~~effectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and at least quarterly throughout the life of the designated hedging relationship.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)

The Company discontinues hedge accounting prospectively when: (i) it is determined that the derivative is no longer highly effective in offsetting changes in the estimated fair value or cash flows of a hedged item; (ii) the derivative or hedged item expires, is sold, terminated, or exercised; (iii) it is no longer probable that the hedged forecasted transaction will occur; or (iv) the derivative is de-designated as a hedging instrument.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

When hedge accounting is discontinued because it is determined that the derivative is not highly effective in offsetting changes in the estimated fair value or cash flows of a hedged item, the derivative continues to be carried on the balance sheet at its estimated fair value, with changes in estimated fair value recognized in net derivative gains (losses). The carrying value of the hedged recognized asset or liability under a fair value hedge is no longer adjusted for changes in its estimated fair value due to the hedged risk, and the cumulative adjustment to its carrying value is amortized into income over the remaining life of the hedged item. Provided the hedged forecasted transaction is still probable of occurrence, the changes in estimated fair value of derivatives recorded in OCI related to discontinued cash flow hedges are released into the statement of operations when the Company’s earnings are affected by the variability in cash flows of the hedged item.

~~In all other situations in which~~ hedge accounting is discontinued the derivative is carried at its estimated fair value on the balance sheet, with changes in its estimated fair value recognized in the current period as net derivative gains (losses). The changes in estimated fair value of derivatives previously recorded in OCI related to discontinued cash flow hedges are released into the statement of operations when the Company’s earnings are affected by the variability in cash flows of the hedged item. When the hedged item matures or is sold, or the forecasted transaction is not probable of occurring, the Company immediately reclassifies any remaining balances in OCI to net derivative gains (losses).

Embedded Derivatives

The Company ~~sells variable annuities and issues~~has certain insurance ~~products~~ and ~~investment~~reinsurance contracts ~~and is a party to certain reinsurance agreements~~ that ~~have~~contain embedded ~~derivatives. The Company assesses each identified embedded derivative to determine whether it is~~derivatives which are required to be ~~bifurcated. The embedded derivative is bifurcated~~separated from their host contracts and reported as derivatives. These host contracts include: variable annuities with guaranteed minimum benefits, including GMWBs, GMABs and certain GMIBs; index-linked annuities that are directly written or assumed through reinsurance; and ceded reinsurance of variable annuity GMIBs. Embedded derivatives within asset host contracts are presented within premiums, reinsurance and other receivables on the consolidated balance sheets. Embedded derivatives within liability host ~~contract and accounted for as a freestanding derivative if:~~

contracts are presented within policyholder account balances on the ~~combined instrument is not accounted for~~consolidated balance sheets. Changes in ~~its entirety at~~the estimated fair value ~~with changes in estimated fair value recorded in earnings;~~

~~the terms~~ of the embedded derivative are ~~not clearly and closely related to the economic characteristics of the host contract; and~~

~~a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument.~~

~~Such embedded derivatives are carried on the balance sheet at estimated fair value with the host contract and changes in their estimated fair value are generally~~ reported in net derivative gains (losses)~~, except for those in policyholder benefits and claims related to ceded reinsurance of GMIB.~~

~~See “— Variable Annuity Guarantees” inNote 1of the Notes to the Consolidated Financial Statements included in the2017 Annual Report for additional information on the accounting policy for embedded derivatives bifurcated from variable annuity host contracts.~~.

Derivative Strategies

The Company ~~is exposed~~maintains an overall risk management strategy that incorporates the use of derivative instruments to minimize its exposure to various market risks, ~~relating to its ongoing business operations,~~ including interest rate, foreign currency exchange rate, credit and equity market. ~~The Company uses a variety of strategies to manage these risks, including the use of derivatives.~~

Derivatives are financial instruments with values derived from interest rates, foreign currency exchange rates, credit spreads and/or other financial indices. Derivatives may be exchange-traded or contracted in the over-the-counter (“OTC”) market. Certain of the Company’s OTC derivatives are cleared and settled through central clearing counterparties (“OTC-cleared”), while others are bilateral contracts between two counterparties (“OTC-bilateral”). The types of derivatives the Company uses include swaps, forwards, futures and option contracts. To a lesser extent, the Company uses credit default swaps to synthetically replicate investment risks and returns which are not readily available in the cash markets.

Interest Rate Derivatives

Interest rate swaps: The Company primarily uses ~~a variety of interest rate derivatives to reduce its exposure to changes in interest rates, including~~ interest rate swaps to hedge interest rate ~~total return swaps, caps, floors, swaptions, futures~~exposure in variable annuity products and ~~forwards.~~

minimum guarantees embedded in universal life products. Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities (duration mismatches). In an interest rate swap, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount. The Company utilizes interest rate swaps in fair value, cash flow and nonqualifying hedging relationships.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

Interest rate total return swaps are swaps whereby the Company agrees with another party to exchange, at specified intervals, the difference between the economic risk and reward of an asset or a market index and the LIBOR (London Interbank Offered Rate), calculated by reference to an agreed notional amount. No cash is exchanged at the outset of the contract. Cash is paid and received over the life of the contract based on the terms of the swap. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by the counterparty at each due date. Interest rate total return swaps are used by the Company to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities (duration mismatches). The Company utilizes interest rate total return swaps in nonqualifying hedging relationships.

Interest rate caps: The Company ~~purchases~~uses interest rate caps ~~and floors primarily~~ to protect its floating rate liabilities against rises in interest rates above a specified level, and against interest rate exposure arising from mismatches between assets and liabilities, as well as to protect its minimum rate guarantee liabilities against declines in interest rates below a specified level, respectively. In certain instances, the Company locks in the economic impact of existing purchased caps and floors by entering into offsetting written caps and floors. The Company utilizes interestliabilities. Interest rate caps ~~and floors~~are used in nonqualifying hedging relationships.

InInterest rate futures: The Company uses exchange-traded interest rate ~~(Treasury and swap)~~ futures ~~transactions, the Company agrees to purchase or sell a specified number of~~ contracts the value of which is determined by the different classes of interest rate securities. The Company enters into exchange-traded futures with regulated futures commission merchants that are members of the exchange. Exchange-traded interest rate (Treasury and swap) futures are used primarily to hedge mismatches between the duration of assets in a portfolio and the duration of liabilities supported by those assets, to hedge against changes in value of securities the Company owns or anticipates acquiring, to hedge against changes in interest rates on anticipated liability issuances by replicating Treasury or swap curve performance, and to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. ~~The Company utilizes exchange-traded~~Exchange-traded interest rate futures are used in nonqualifying hedging relationships.

~~Swaptions are used by the~~Swaptions: The Company uses swaptions to hedge interest rate risk associated with the Company’s ~~long-term liabilities~~variable annuity and invested assets. A swaption is an option to enter into a swap with a forward starting effective date. In certain instances, the Company locks in the economic impact of existing purchased swaptions by entering into offsetting written swaptions. The Company pays a premium for purchased swaptions and receives a premium for written swaptions. The Company utilizes swaptionsuniversal life products. Swaptions are used in nonqualifying hedging relationships. Swaptions are included in interest rate options.

Interest rate forwards: The Company uses interest rate forwards to hedge minimum guarantees embedded in universal life products. Interest rate forwards are used in nonqualifying hedging relationships.

Foreign Currency Exchange Rate Derivatives

Foreign currency swaps: The Company uses foreign currency swaps to ~~reduce the risk from fluctuations in~~convert foreign currency denominated cash flows to U.S. dollars to reduce cash flow fluctuations due to changes in currency exchange rates associated with its assets and liabilities denominated in foreign currencies. In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another at a fixed exchange rate, generally set at inception, calculated by reference to an agreed upon notional amount. The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party. The Company utilizes foreignrates. Foreign currency swaps are used in cash flow and nonqualifying hedging relationships.

~~To a lesser extent, the~~Foreign currency forwards: The Company uses foreign currency forwards to hedge currency exposure on its invested assets. Foreign currency forwards are used in nonqualifying hedging relationships.

~~Credit Derivatives~~

The Company enters into purchased credit default swaps to hedge against credit-related changes in the value of its investments. In a credit default swap transaction, the Company agrees with another party to pay, at specified intervals, a premium to hedge credit risk. If a credit event occurs, as defined by the contract, the contract may be cash settled or it may be settled gross by the delivery of par quantities of the referenced investment equal to the specified swap notional amount in exchange for the payment of cash amounts by the counterparty equal to the par value of the investment surrendered. Credit events vary by type of issuer but typically include bankruptcy, failure to pay debt obligations, repudiation, moratorium, involuntary restructuring or governmental intervention. In each case, payout on a credit default swap is triggered only after the Credit Derivatives Determinations Committee of the International Swaps and Derivatives Association, Inc. (“ISDA”) deems that a credit event has occurred. The Company utilizes credit default swaps in nonqualifying hedging relationships.

The Company enters into written credit default swaps to create synthetic credit investments that are either more expensive to acquire or otherwise unavailable in the cash markets. These transactions are a combination of a derivative and one or more cash instruments, such as U.S. government and agency securities or other fixed maturity securities. These credit default swaps are not designated as hedging instruments.

2723

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)

~~Equity Derivatives~~

The Company uses a variety of equity derivatives to reduce its exposure to equity market risk, including equity index options, equity variance swaps, exchange-traded equity futures and equity total return swaps.

Equity index options are used by the Company primarily to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. To hedge against adverse changes in equity indices, the Company enters into contracts to sell the equity index within a limited time at a contracted price. The contracts will be net settled in cash based on differentials in the indices at the time of exercise and the strike price. Certain of these contracts may also contain settlement provisions linked to interest rates. In certain instances, the Company may enter into a combination of transactions to hedge adverse changes in equity indices within a pre-determined range through the purchase and sale of options. The Company utilizes equity index options in nonqualifying hedging relationships.

Equity variance swaps are used by the Company primarily to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. In an equity variance swap, the Company agrees with another party to exchange amounts in the future, based on changes in equity volatility over a defined period. The Company utilizes equity variance swaps in nonqualifying hedging relationships.

In exchange-traded equity futures transactions, the Company agrees to purchase or sell a specified number of contracts, the value of which is determined by the different classes of equity securities, and to post variation margin on a daily basis in an amount equal to the difference in the daily market values of those contracts and to pledge initial margin based on futures exchange requirements. The Company enters into exchange-traded futures with regulated futures commission merchants that are members of the exchange. Exchange-traded equity futures are used primarily to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. The Company utilizes exchange-traded equity futures in nonqualifying hedging relationships.

In an equity total return swap, the Company agrees with another party to exchange, at specified intervals, the difference between the economic risk and reward of an asset or a market index and the LIBOR, calculated by reference to an agreed notional amount. No cash is exchanged at the outset of the contract. Cash is paid and received over the life of the contract based on the terms of the swap. The Company uses equity total return swaps to hedge its equity market guarantees in certain of its insurance products. Equity total return swaps can be used as hedges or to create synthetic investments. The Company utilizes equity total return swaps in nonqualifying hedging relationships.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

~~Primary Risks Managed by Derivatives~~

~~The following table presents the primary underlying risk exposure, gross notional amount, and estimated fair value of the Company’s derivatives, excluding embedded derivatives, held at:~~

June 30, 2018 December 31, 2017
Primary Underlying Risk Exposure
Gross
Notional
Amount
Estimated Fair Value
Gross
Notional
Amount
Estimated Fair Value
Assets Liabilities Assets Liabilities
(In millions)
Derivatives Designated as Hedging Instruments:
Fair value hedges:
Interest rate swaps Interest rate $ 145
$ 35
$ —
$ 175
$ 44
$ —
Cash flow hedges:
Interest rate swaps Interest rate 27
3
—
27
5
—
Foreign currency swaps Foreign currency exchange rate 2,105
108
62
1,762
86
75
Subtotal 2,132
111
62
1,789
91
75
Total qualifying hedges 2,277
146
62
1,964
135
75
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate swaps Interest rate 15,879
576
888
20,213
922
774
Interest rate caps Interest rate 3,428
29
—
2,671
7
—
Interest rate futures Interest rate 282
—
—
282
1
—
Interest rate options Interest rate 14,500
119
97
24,600
133
63
Foreign currency swaps Foreign currency exchange rate 1,130
69
30
1,103
69
41
Foreign currency forwards Foreign currency exchange rate 128
1
1
130
—
2
Credit default swaps — purchased Credit 80
2
1
65
—
1
Credit default swaps — written Credit 1,927
26
1
1,878
40
—
Equity futures Equity market 1,619
—
1
2,713
15
—
Equity index options Equity market 46,292
905
1,680
47,066
794
1,664
Equity variance swaps Equity market 9,713
127
429
8,998
128
430
Equity total return swaps Equity market 2,433
45
33
1,767
—
79
Total non-designated or nonqualifying derivatives 97,411
1,899
3,161
111,486
2,109
3,054
Total $ 99,688
$ 2,045
$ 3,223
$ 113,450
$ 2,244
$ 3,129

Based on gross notional amounts, a substantial portion of the Company’s derivatives was not designated or did not qualify as part of a hedging relationship at both June 30, 2018 and December 31, 2017. The Company’s use of derivatives includes (i) derivatives that serve as macro hedges of the Company’s exposure to various risks and that generally do not qualify for hedge accounting due to the criteria required under the portfolio hedging rules; (ii) derivatives that economically hedge insurance liabilities that contain mortality or morbidity risk and that generally do not qualify for hedge accounting because the lack of these risks in the derivatives cannot support an expectation of a highly effective hedging relationship; (iii) derivatives that economically hedge embedded derivatives that do not qualify for hedge accounting because the changes in estimated fair value of the embedded derivatives are already recorded in net income; and (iv) written credit default swaps that are used to create synthetic credit investments and that do not qualify for hedge accounting because they do not involve a hedging relationship. For these nonqualified derivatives, changes in market factors can lead to the recognition of fair value changes on the statement of operations without an offsetting gain or loss recognized in earnings for the item being hedged.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

~~The following table presents earned income on derivatives~~:

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Qualifying hedges:
Net investment income $ 7
$ 5
$ 12
$ 11
Nonqualifying hedges:
Net derivative gains (losses) 37
67
90
186
Policyholder benefits and claims —
3
—
7
Total $ 44
$ 75
$ 102
$ 204

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

~~The following tables present the amount and location of gains (losses) recognized for derivatives and gains (losses) pertaining to hedged items presented in net derivative gains (losses)~~:

Net Derivative Gains (Losses) Recognized for Derivatives (1) Net Derivative Gains (Losses) Recognized for Hedged Items (2) Net Investment Income (3) Policyholder Benefits and Claims (4) Amount of Gains (Losses) deferred in AOCI
(In millions)
Three Months Ended June 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives $ (2 ) $ 3
$ —
$ —
$ —
Total fair value hedges (2 ) 3
—
—
—
Cash flow hedges (5):
Interest rate derivatives 10
—
2
—
—
Foreign currency exchange rate derivatives (1 ) —
—
—
108
Total cash flow hedges 9
—
2
—
108
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives (165 ) —
—
—
—
Foreign currency exchange rate derivatives 56
(5 ) —
—
—
Credit derivatives (3 ) —
—
—
—
Equity derivatives (440 ) —
—
—
—
Embedded derivatives 232
—
—
(1 ) —
Total non-qualifying hedges (320 ) (5 ) —
(1 ) —
Total $ (313 ) $ (2 ) $ 2
$ (1 ) $ 108
Three Months Ended June 30, 2017
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives $ 3
$ (3 ) $ —
$ —
$ —
Total fair value hedges 3
(3 ) —
—
—
Cash flow hedges (5):
Interest rate derivatives —
—
1
—
1
Foreign currency exchange rate derivatives 1
(1 ) —
—
(33 )
Total cash flow hedges 1
(1 ) 1
—
(32 )
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives 205
—
—
3
—
Foreign currency exchange rate derivatives (22 ) 2
—
—
—
Credit derivatives 5
—
—
—
—
Equity derivatives (474 ) —
(1 ) (93 ) —
Embedded derivatives 128
—
—
14
—
Total non-qualifying hedges (158 ) 2
(1 ) (76 ) —
Total $ (154 ) $ (2 ) $ —
$ (76 ) $ (32 )

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~

Net Derivative Gains (Losses) Recognized for Derivatives (1) Net Derivative Gains (Losses) Recognized for Hedged Items (2) Net Investment Income (3) Policyholder Benefits and Claims (4) Amount of Gains (Losses) deferred in AOCI
(In millions)
Six Months Ended June 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives $ (10 ) $ 10
$ —
$ —
$ —
Total fair value hedges (10 ) 10
—
—
—
Cash flow hedges (5):
Interest rate derivatives 17
—
3
—
(2 )
Foreign currency exchange rate derivatives (1 ) —
—
—
37
Total cash flow hedges 16
—
3
—
35
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives (974 ) —
—
—
—
Foreign currency exchange rate derivatives 15
(2 ) —
—
—
Credit derivatives (10 ) —
—
—
—
Equity derivatives (484 ) —
—
—
—
Embedded derivatives 784
—
—
(2 ) —
Total non-qualifying hedges (669 ) (2 ) —
(2 ) —
Total $ (663 ) $ 8
$ 3
$ (2 ) $ 35
Six Months Ended June 30, 2017
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives $ 1
$ (1 ) $ —
$ —
$ —
Total fair value hedges 1
(1 ) —
—
—
Cash flow hedges (5):
Interest rate derivatives —
—
3
—
1
Foreign currency exchange rate derivatives 9
(9 ) —
—
(52 )
Total cash flow hedges 9
(9 ) 3
—
(51 )
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives (64 ) —
—
2
—
Foreign currency exchange rate derivatives (42 ) (32 ) —
—
—
Credit derivatives 11
—
—
—
—
Equity derivatives (1,412 ) —
(1 ) (277 ) —
Embedded derivatives 451
—
—
(1 ) —
Total non-qualifying hedges (1,056 ) (32 ) (1 ) (276 ) —
Total $ (1,046 ) $ (42 ) $ 2
$ (276 ) $ (51 )

~~______________~~


~~(1)~~	~~Includes gains (losses) reclassified from AOCI for cash flow hedges.~~


~~(2)~~	Includes foreign currency transaction gains (losses) on hedged items in cash flow and nonqualifying hedging relationships. Hedged items in fair value hedging relationship includes fixed rate liabilities reported in policyholder account balances or future policy benefits and fixed maturity securities. Ineffective portion of the gains (losses) recognized in income is not significant.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~


~~(3)~~	~~Includes changes in estimated fair value related to economic hedges of equity method investments in joint ventures and gains (losses) reclassified from AOCI for cash flow hedges.~~


~~(4)~~	~~Changes in estimated fair value related to economic hedges of variable annuity guarantees included in future policy benefits.~~


~~(5)~~	~~All components of each derivative's gain or loss were included in the assessment of hedge effectiveness.~~

In certain instances, the Company discontinued cash flow hedge accounting because the forecasted transactions were no longer probable of occurring. Because certain of the forecasted transactions also were not probable of occurring within two months of the anticipated date, the Company reclassified amounts from AOCI into net derivative gains (losses). These amounts were $0 for both the three months and six months ended June 30, 2018, and $0 and $9 million for the three months and six months ended June 30, 2017, respectively.

At June 30, 2018 and December 31, 2017, the maximum length of time over which the Company was hedging its exposure to variability in future cash flows for forecasted transactions did not exceed one year and two years, respectively.

~~At June 30, 2018 and December 31, 2017, the balance in AOCI associated with cash flow hedges was $247 million and $231 million, respectively.~~

Credit Derivatives

Credit default swaps: The Company uses credit default swaps to create synthetic credit investments to replicate credit exposure that is more economically attractive than what is available in the market or otherwise unavailable (written credit protection), or to reduce credit loss exposure on certain assets that the Company owns (purchased credit protection). Credit default swaps are used in nonqualifying hedging relationships.

Equity Derivatives

Equity futures: The Company uses exchange-traded equity futures to hedge minimum guarantees embedded in certain variable annuity products against adverse changes in equity markets. Exchange-traded equity futures are used in nonqualifying hedging relationships.

Equity index options: The Company uses equity index options primarily to hedge minimum guarantees embedded in certain variable annuity products against adverse changes in equity markets. Additionally, the Company uses equity index options to hedge index-linked annuity products against adverse changes in equity markets. Equity index options are used in nonqualifying hedging relationships.

Equity total return swaps: The Company uses equity total return swaps to hedge minimum guarantees embedded in certain variable annuity products against adverse changes equity markets. Equity total return swaps are used in nonqualifying hedging relationships.

Equity variance swaps: The Company uses equity variance swaps to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. Equity variance swaps are used in nonqualifying hedging relationships.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)

Primary Risks Managed by Derivatives

The following table presents the primary underlying risk exposure, gross notional amount, and estimated fair value of the Company’s derivatives, held at:



		June 30, 2019						December 31, 2018
	Primary Underlying Risk Exposure	Gross Notional Amount		Estimated Fair Value				Gross Notional Amount		Estimated Fair Value
	Primary Underlying Risk Exposure	Gross Notional Amount		Assets		Liabilities		Gross Notional Amount		Assets		Liabilities
		(In millions)
Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Foreign currency swaps	Foreign currency exchange rate	$	2,634	$	220	$	38	$	2,461	$	200	$	30
Total qualifying hedges		2,634		220		38		2,461		200		30
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate swaps	Interest rate	7,960		873		37		10,747		528		558
Interest rate caps	Interest rate	3,350		4		—		3,350		21		—
Interest rate futures	Interest rate	—		—		—		53		—		—
Interest rate options	Interest rate	25,445		753		111		17,168		168		61
Interest rate forwards	Interest rate	2,237		16		—		—		—		—
Foreign currency swaps	Foreign currency exchange rate	1,097		112		15		1,398		99		18
Foreign currency forwards	Foreign currency exchange rate	138		—		1		125		—		—
Credit default swaps — purchased	Credit	12		—		—		98		3		—
Credit default swaps — written	Credit	1,883		32		—		1,798		14		3
Equity futures	Equity market	—		—		—		169		—		—
Equity index options	Equity market	43,450		731		1,627		45,815		1,372		1,207
Equity variance swaps	Equity market	5,574		95		247		5,574		80		232
Equity total return swaps	Equity market	5,061		4		92		3,920		280		3
Total non-designated or nonqualifying derivatives		96,207		2,620		2,130		90,215		2,565		2,082
Embedded derivatives:
Ceded guaranteed minimum income benefits	Other	N/A		253		—		N/A		228		—
Direct guaranteed minimum benefits	Other	N/A		—		1,563		N/A		—		1,546
Direct index-linked annuities	Other	N/A		—		1,516		N/A		—		488
Assumed guaranteed minimum benefits	Other	N/A		—		436		N/A		—		386
Assumed index-linked annuities	Other	N/A		—		188		N/A		—		96
Total embedded derivatives		N/A		253		3,703		N/A		228		2,516
Total		$	98,841	$	3,093	$	5,871	$	92,676	$	2,993	$	4,628

Based on gross notional amounts, a substantial portion of the Company’s derivatives was not designated or did not qualify as part of a hedging relationship at both June 30, 2019 and December 31, 2018. The Company’s use of derivatives includes (i) derivatives that serve as macro hedges of the Company’s exposure to various risks and generally do not qualify for hedge accounting because they do not meet the criteria required under portfolio hedging rules; (ii) derivatives that economically hedge insurance liabilities and generally do not qualify for hedge accounting because they do not meet the criteria of being “highly effective” as outlined in ASC 815; (iii) derivatives that economically hedge embedded derivatives that do not qualify for hedge accounting because the changes in estimated fair value of the embedded derivatives are already recorded in net income; and (iv) written credit default swaps that are used to create synthetic credit investments and that do not qualify for hedge accounting because they do not involve a hedging relationship.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)

The following tables present the amount and location of gains (losses), including earned income, recognized for derivatives and gains (losses) pertaining to hedged items presented in net derivative gains (losses):



	Net Derivative Gains (Losses) Recognized for Derivatives			Net Derivative Gains (Losses) Recognized for Hedged Items			Net Investment Income		Policyholder Benefits and Claims			Amount of Gains (Losses) deferred in AOCI
	(In millions)
Three Months Ended June 30, 2019
Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Interest rate derivatives	$	6		$	—		$	—	$	—		$	—
Foreign currency exchange rate derivatives	17			(23		)	8		—			73
Total cash flow hedges	23			(23		)	8		—			73
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	917			—			—		—			—
Foreign currency exchange rate derivatives	30			(4		)	—		—			—
Credit derivatives	11			—			—		—			—
Equity derivatives	(344		)	—			—		—			—
Embedded derivatives	(502		)	—			—		—			—
Total non-qualifying hedges	112			(4		)	—		—			—
Total	$	135		$	(27	)	$	8	$	—		$	73
Three Months Ended June 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges:
Interest rate derivatives	$	(2	)	$	3		$	—	$	—		$	—
Total fair value hedges	(2		)	3			—		—			—
Cash flow hedges:
Interest rate derivatives	10			—			2		—			—
Foreign currency exchange rate derivatives	(1		)	—			7		—			108
Total cash flow hedges	9			—			9		—			108
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	(151		)	—			—		—			—
Foreign currency exchange rate derivatives	60			(5		)	—		—			—
Credit derivatives	—			—			—		—			—
Equity derivatives	(424		)	—			—		—			—
Embedded derivatives	232			—			—		(1		)	—
Total non-qualifying hedges	(283		)	(5		)	—		(1		)	—
Total	$	(276	)	$	(2	)	$	9	$	(1	)	$	108

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)



	Net Derivative Gains (Losses) Recognized for Derivatives			Net Derivative Gains (Losses) Recognized for Hedged Items			Net Investment Income		Policyholder Benefits and Claims			Amount of Gains (Losses) deferred in AOCI
	(In millions)
Six Months Ended June 30, 2019
Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Interest rate derivatives	$	28		$	—		$	1	$	—		$	—
Foreign currency exchange rate derivatives	20			(23		)	16		—			39
Total cash flow hedges	48			(23		)	17		—			39
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	1,249			—			—		—			—
Foreign currency exchange rate derivatives	22			(4		)	—		—			—
Credit derivatives	29			—			—		—			—
Equity derivatives	(1,790		)	—			—		—			—
Embedded derivatives	(733		)	—			—		—			—
Total non-qualifying hedges	(1,223		)	(4		)	—		—			—
Total	$	(1,175	)	$	(27	)	$	17	$	—		$	39
Six Months Ended June 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges:
Interest rate derivatives	$	(10	)	$	10		$	—	$	—		$	—
Total fair value hedges	(10		)	10			—		—			—
Cash flow hedges:
Interest rate derivatives	17			—			4		—			(2		)
Foreign currency exchange rate derivatives	(1		)	—			11		—			37
Total cash flow hedges	16			—			15		—			35
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	(924		)	—			—		—			—
Foreign currency exchange rate derivatives	23			(2		)	—		—			—
Credit derivatives	(4		)	—			—		—			—
Equity derivatives	(458		)	—			—		—			—
Embedded derivatives	784			—			—		(2		)	—
Total non-qualifying hedges	(579		)	(2		)	—		(2		)	—
Total	$	(573	)	$	8		$	15	$	(2	)	$	35

At June 30, 2019 and December 31, 2018, the balance in AOCI associated with cash flow hedges was $243 million and $253 million, respectively.

Credit Derivatives

In connection with synthetically created credit investment transactions, the Company writes credit default swaps for which it receives a premium to insure credit risk. ~~Such credit derivatives are included within the nonqualifying derivatives and derivatives for purposes other than hedging table.~~ If a credit event occurs, as defined by the contract, the contract may be cash settled or it may be settled gross by the Company paying the counterparty the specified swap notional amount in exchange for the delivery of par quantities of the referenced credit obligation. ~~The Company can terminate these contracts at any time through cash settlement with the counterparty at an amount equal to the then current estimated fair value of the credit default swaps.~~

~~The following table presents the estimated fair value, maximum amount of future payments and weighted average years to maturity of written credit default swaps at:~~

June 30, 2018 December 31, 2017
Rating Agency Designation of Referenced Credit Obligations (1)
Estimated
Fair Value
of Credit
Default
Swaps

Maximum
Amount of
Future
Payments under
Credit Default
Swaps

Weighted
Average
Years to
Maturity (2)

Estimated
Fair Value
of Credit
Default
Swaps

Maximum
Amount of
Future
Payments under
Credit Default
Swaps

Weighted
Average
Years to
Maturity (2)
(Dollars in millions)
Aaa/Aa/A $ 9
$ 677
2.7
$ 12
$ 558
2.8
Baa 16
1,250
5.0
28
1,295
4.7
Ba —
—
—
—
25
4.5
Total $ 25
$ 1,927
4.2
$ 40
$ 1,878
4.1

~~__________________~~

~~(1)~~

Includes both single name credit default swaps that may be referenced to the credit of corporations, foreign governments, or state and political subdivisions and credit default swaps referencing indices. The rating agency designations are based on availability and the midpoint of the applicable ratings among Moody’s Investors Service (“Moody’s”),~~Standard & Poor’s Global Ratings (“S&P”)and Fitch Ratings. If no rating is available from a rating agency, then an internally developed rating is used.~~


~~(2)~~	~~The weighted average years to maturity of the credit default swaps is calculated based on weighted average gross notional amounts.~~

3327

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)

The following table presents the estimated fair value, maximum amount of future payments and weighted average years to maturity of written credit default swaps at:



	June 30, 2019					December 31, 2018
Rating Agency Designation of Referenced Credit Obligations (1)	Estimated Fair Value of Credit Default Swaps		Maximum Amount of Future Payments under Credit Default Swaps		Weighted Average Years to Maturity (2)	Estimated Fair Value of Credit Default Swaps		Maximum Amount of Future Payments under Credit Default Swaps		Weighted Average Years to Maturity (2)
	(Dollars in millions)
Aaa/Aa/A	$	10	$	828	2.0	$	8	$	689	2.0
Baa	22		1,055		4.9	3		1,109		5.0
Total	$	32	$	1,883	3.7	$	11	$	1,798	3.9

__________________


(1)	The Company has written credit protection on both single name and index references. The rating agency designations are based on availability and the midpoint of the applicable ratings among Moody’s Investors Service, Standard & Poor’s Global Ratings and Fitch Ratings. If no rating is available from a rating agency, then an internally developed rating is used.


(2)	The weighted average years to maturity of the credit default swaps is calculated based on weighted average gross notional amounts.

Counterparty Credit Risk

The Company may be exposed to credit-related losses in the event of counterparty nonperformance ~~by its counterparties to derivatives.~~on derivative instruments. Generally, the ~~current~~ credit exposure ofis the ~~Company’s derivatives is limited to the net positive estimated~~ fair value ~~of derivatives~~ at the reporting date ~~after taking into consideration the existence of master netting or similar agreements and~~less any collateral received ~~pursuant to such agreements.~~from the counterparty.

The Company manages its credit risk ~~related to derivatives by~~by: (i) entering into derivative transactions with creditworthy counterparties ~~and establishing and monitoring exposure limits. The Company’s OTC-bilateral derivative transactions are generally~~ governed by ~~ISDA Master Agreements which provide for legally enforceable set-off~~master netting agreements; (ii) trading through regulated exchanges and close-out netting of exposures to specific counterparties in the event of early termination of a transaction, which includes, but is not limited to, events of default and bankruptcy. In the event of an early termination, the Company is permitted to set off receivables from the counterparty against payables to the same counterparty arising out of all included transactions. Substantially all of the Company’s ISDA Master Agreements also include Credit Support Annex provisions which require both the pledging and accepting of collateral in connection with its OTC-bilateral derivatives.

~~The Company’s OTC-cleared derivatives are effected through~~ central clearing ~~counterparties~~counterparties; (iii) obtaining collateral, such as cash and ~~its exchange-traded derivatives~~securities, when appropriate; and (iv) setting limits on single party credit exposures which are ~~effected through regulated exchanges. Such positions are marked~~subject to market and margined on a daily basis (both initial margin and variation margin), and the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties to such derivatives.periodic management review.

SeeNote 6for a description of the impact of credit risk on the valuation of derivatives.

The estimated fair values of the Company’s net derivative assets and net derivative liabilities after the application of master netting agreements and collateral were as follows at:

June 30, 2018 December 31, 2017
Derivatives Subject to a Master Netting Arrangement or a Similar Arrangement Assets Liabilities Assets Liabilities
(In millions)
Gross estimated fair value of derivatives:
OTC-bilateral (1) $ 2,072
$ 3,211
$ 2,222
$ 3,080
OTC-cleared and Exchange-traded (1), (6) 17
6
69
40
Total gross estimated fair value of derivatives (1) 2,089
3,217
2,291
3,120
Amounts offset on the consolidated balance sheets —
—
—
—
Estimated fair value of derivatives presented on the consolidated balance sheets (1), (6) 2,089
3,217
2,291
3,120
Gross amounts not offset on the consolidated balance sheets:
Gross estimated fair value of derivatives: (2)
OTC-bilateral (1,834 ) (1,834 ) (1,942 ) (1,942 )
OTC-cleared and Exchange-traded (1 ) (1 ) (1 ) (1 )
Cash collateral: (3), (4)
OTC-bilateral (215 ) —
(247 ) —
OTC-cleared and Exchange-traded (16 ) —
(27 ) (39 )
Securities collateral: (5)
OTC-bilateral (22 ) (1,375 ) (31 ) (1,138 )
OTC-cleared and Exchange-traded —
(4 ) —
—
Net amount after application of master netting agreements and collateral $ 1
$ 3
$ 43
$ —



			Gross Amounts Not Offset on the Consolidated Balance Sheets
	Gross Amount Recognized		Financial Instruments (1)			Collateral Received/Pledged (2)			Net Amount		Off-balance Sheet Securities Collateral (3)			Net Amount After Securities Collateral
	(In millions)
June 30, 2019
Derivative assets	$	2,878	$	(1,314	)	$	(982	)	$	582	$	(573	)	$	9
Derivative liabilities	$	2,155	$	(1,314	)	$	—		$	841	$	(841	)	$	—
December 31, 2018
Derivative assets	$	2,820	$	(1,671	)	$	(1,053	)	$	96	$	(83	)	$	13
Derivative liabilities	$	2,104	$	(1,671	)	$	—		$	433	$	(433	)	$	—

__________________


(1)	~~At June 30, 2018 and December 31, 2017, derivative assets included income~~Represents amounts subject to an enforceable master netting agreement or ~~(expense) accruals reported~~similar agreement.

(2)

The amount of cash collateral offset in ~~accrued investment income or in other liabilities~~the table above is limited to the net estimated fair value of ~~$44 million and $47 million, respectively, and derivative liabilities included (income) or expense accruals reported in accrued investment income or in other liabilities~~derivatives after application of ~~($6) million and ($9) million, respectively.~~netting agreement.

3428

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

5. Derivatives (continued)


~~(2)~~	~~Estimated fair value of derivatives is limited to the amount that is subject to set-off and includes income or expense accruals.~~


(3)	Cash collateral received by the Company for OTC-bilateral and OTC-cleared derivatives is included in cash and cash equivalents, short-term investments or in fixed maturity securities, and the obligation to return it is included in payables for collateral under securities loaned and other transactions on the balance sheet.

~~(4)~~

The receivable for the return of cash collateral provided by the Company is inclusive of initial margin on exchange-traded and OTC-cleared derivatives and is included in premiums, reinsurance and other receivables on the balance sheet. The amount of cash collateral offset in the table above is limited to the net estimated fair value of derivatives after application of netting agreements. At June 30, 2018 and December 31, 2017, the Company received excess cash collateral of $191 million and $93 million, respectively, and provided excess cash collateral of $0 and $5 million, respectively, which is not included in the table above due to the foregoing limitation.

~~(5)~~

Securities collateral received by the Company is ~~held in separate custodial accounts and is~~ not recorded on the balance sheet. ~~Subject to certain constraints, the Company is permitted by contract to sell or re-pledge this collateral, but atJune 30, 2018~~,~~none~~Amounts do not include excess of ~~the collateral had been sold or re-pledged. Securities~~ collateral pledged ~~by the Company is reported in fixed maturity securities on the balance sheet. Subject to certain constraints, the counterparties are permitted by contract to sell~~ or re-pledge this collateral. The amount of securities collateral offset in the table above is limited to the net estimated fair value of derivatives after application of netting agreements and cash collateral. AtJune 30, 2018 and December 31, 2017, the Company received excess securities collateral with an estimated fair value of $170 million and $337 million, respectively, for its OTC-bilateral derivatives, which are not included in the table above due to the foregoing limitation. At June 30, 2018 and December 31, 2017, the Company provided excess securities collateral with an estimated fair value of $328 million and $471 million, respectively, for its OTC-bilateral derivatives, and $148 million and $426 million, respectively, for its OTC-cleared derivatives, and $83 million and $118 million, respectively, for its exchange-traded derivatives, which are not included in the table above due to the foregoing limitation.


~~(6)~~	Effective January 16, 2018, the London Clearing House (“LCH”) amended its rulebook, resulting in the characterization of variation margin transfers as settlement payments, as opposed to adjustments to collateral. These amendments impacted the accounting treatment of the Company’s centrally cleared derivatives, for which the LCH serves as the central clearing party.received.

The Company’s collateral arrangements ~~for its OTC-bilateral derivatives~~ generally require the counterparty in a net liability position, after considering the effect of netting agreements, to pledge collateral when the amount owed by that counterparty reaches a minimum transfer amount. ~~A small number~~Certain of these arrangements also include ~~credit-contingent~~credit contingent provisions ~~that include~~which permit the party with positive fair value to terminate the derivative at the current fair value or demand immediate full collateralization from the party in a ~~threshold above which collateral must be posted. Such agreements provide for a reduction of these thresholds (on a sliding scale that converges toward zero)~~net liability position, in the event ~~of downgrades in~~that the credit ratings of the Company and/or the counterparty. In addition, substantially all of the Company’s netting agreements for derivatives contain provisions that require both the Company and the counterparty to maintain a specific investment grade credit rating from each of Moody’s and S&P. If a party’s financial strength or credit ~~ratings were to fall below that specific investment grade credit~~ rating that party would be in violation of these provisions, and the other party to the derivatives could terminate the transactions and demand immediate settlement and payment based on such party’s reasonable valuation of the ~~derivatives.~~party in a net liability position falls below a certain level.

The following table presents the aggregate estimated fair value of ~~the Company’s OTC-bilateral~~ derivatives ~~that are~~ in a net liability position ~~after considering~~containing such credit contingent provisions and the ~~effect of netting agreements, together with the~~aggregate estimated fair value ~~and balance sheet location~~ of ~~the~~assets posted as collateral ~~pledged. The Company’s collateral agreements require both parties to be fully collateralized, as~~for such the Company would not be required to post additional collateral as a result of a downgrade in its financial strength rating. OTC-bilateral derivatives that are not subject to collateral agreements are excluded from this table. instruments.


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
	(In millions)				(In millions)
Estimated fair value of derivatives in a net liability position (1)	$	1,377	$	1,138	$	841	$	433
Estimated Fair Value of Collateral Provided:
Estimated Fair Value of Collateral Provided (2):
Fixed maturity securities	$	1,690	$	1,414	$	1,125	$	797

__________________

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~5. Derivatives (continued)~~


(1)	After taking into consideration the existence of netting agreements.

~~Embedded Derivatives~~

The Company issues certain products or purchases certain investments that contain embedded derivatives that are required to be separated from their host contracts and accounted for as freestanding derivatives. These host contracts principally include: variable annuities with guaranteed minimum benefits, including GMWBs, GMABs and certain GMIBs; related party ceded reinsurance of guaranteed minimum benefits related to GMWBs, GMABs and certain GMIBs; related party assumed reinsurance of guaranteed minimum benefits related to GMWBs and certain GMIBs; funds withheld on assumed and ceded reinsurance; assumed reinsurance on fixed deferred annuities; fixed annuities with equity-indexed returns; and certain debt and equity securities.

~~The following table presents the estimated fair value and balance sheet location of the Company’s embedded derivatives that have been separated from their host contracts at:~~

Balance Sheet Location June 30, 2018 December 31, 2017
(In millions)
Embedded derivatives within asset host contracts:
Ceded guaranteed minimum benefits Premiums, reinsurance and other receivables $ 184
$ 227
Options embedded in debt or equity securities (1) Investments —
(52 )
Embedded derivatives within asset host contracts $ 184
$ 175

Embedded derivatives within liability host contracts:
Direct guaranteed minimum benefits Policyholder account balances $ 619
$ 1,122
Assumed reinsurance on fixed deferred annuities Policyholder account balances —
1
Assumed guaranteed minimum benefits Policyholder account balances 321
437
Fixed annuities with equity indexed returns Policyholder account balances 742

674
Embedded derivatives within liability host contracts $ 1,682
$ 2,234

~~__________________~~

~~(1)~~

In ~~connection with the adoption of new guidance related to the recognition and measurement of financial instruments (see~~ ~~Note 1~~), effective January 1, 2018, the Company is no longer required to bifurcate and account separately for derivatives embedded in equity securities. Beginning January 1, 2018, the entire change in the estimated fair value of equity securities is recognized as a component of net investment gains and losses.

~~The following table presents changes in estimated fair value related to embedded derivatives:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Net derivative gains (losses) (1), (2) $ 232
$ 128
$ 784
$ 451
Policyholder benefits and claims $ (1 ) $ 14
$ (2 ) $ (1 )

~~__________________~~

~~(1)~~

~~The valuation of direct and assumed guaranteed minimum benefits includes a nonperformance risk adjustment. The amounts included in net derivative gains (losses) in connection with this adjustment were$58 millionand~~ ~~$43 millionfor thethree months and six months endedJune 30, 2018, respectively, and ($36) million and ($80) million for the three months and six months ended June 30, 2017, respectively.~~

(2)

~~See~~ ~~Note 11~~Substantially all of the Company’s collateral arrangements provide for ~~discussion~~daily posting of ~~related party~~collateral for the full value of the derivative contract. As a result, if the credit contingent provisions of derivative contracts in a net ~~derivative gains (losses).~~

liability position were triggered minimal additional assets would be required to be posted as collateral or needed to settle the instruments immediately.

3629

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value

Considerable judgment is often required in interpreting market data to develop estimates of fair value, and the use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

Recurring Fair Value Measurements

The assets and liabilities measured at estimated fair value on a recurring basis and their corresponding placement in the fair value hierarchy, ~~including those items for which the Company has elected the FVO,~~ are presented ~~below at:~~below. Investments that do not have a readily determinable fair value and are measured at net asset value (or equivalent) as a practical expedient to estimated fair value are excluded from the fair value hierarchy.


	June 30, 2018								June 30, 2019
	Fair Value Hierarchy								Fair Value Hierarchy
	Level 1		Level 2		Level 3		Total Estimated Fair Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)								(In millions)
Assets
Fixed maturity securities:
U.S. corporate	$	—	$	22,144	$	819	$	22,963	$	—	$	27,367	$	371	$	27,738
U.S. government and agency	4,634		7,444		—		12,078		1,413		5,647		—		7,060
RMBS	—		6,766		929		7,695		—		9,240		54		9,294
Foreign corporate	—		5,750		996		6,746		—		9,039		377		9,416
CMBS									—		5,163		14		5,177
State and political subdivision	—		3,987		8		3,995		—		3,751		74		3,825
CMBS	—		3,713		178		3,891
ABS	—		1,896		154		2,050		—		1,802		40		1,842
Foreign government	—		1,335		—		1,335		—		1,659		—		1,659
Total fixed maturity securities	4,634		53,035		3,084		60,753		1,413		63,668		930		66,011
Equity securities	15		18		120		153		16		133		4		153
Short-term investments	53		62		—		115		274		112		—		386
Real estate joint ventures (1)	—		—		17		17
Other limited partnership interests (1)	—		—		24		24
Commercial mortgage loans held by CSEs — FVO	—		96		—		96
Derivative assets: (2)
Derivative assets: (1)
Interest rate	—		762		—		762		—		1,646		—		1,646
Foreign currency exchange rate	—		178		—		178		—		321		11		332
Credit	—		20		8		28		—		22		10		32
Equity market	—		934		143		1,077		—		731		99		830
Total derivative assets	—		1,894		151		2,045		—		2,720		120		2,840
Embedded derivatives within asset host contracts (3)	—		—		184		184
Embedded derivatives within asset host contracts (2)									—		—		253		253
Separate account assets	182		103,615		4		103,801		322		98,535		—		98,857
Total assets	$	4,884	$	158,720	$	3,584	$	167,188	$	2,025	$	165,168	$	1,307	$	168,500
Liabilities
Derivative liabilities: (2)
Derivative liabilities: (1)
Interest rate	$	—	$	985	$	—	$	985	$	—	$	148	$	—	$	148
Foreign currency exchange rate	—		92		1		93		—		50		4		54
Credit	—		2		—		2
Equity market	1		1,708		434		2,143		—		1,716		250		1,966
Total derivative liabilities	1		2,787		435		3,223		—		1,914		254		2,168
Embedded derivatives within liability host contracts (3)	—		—		1,682		1,682
Long-term debt of CSEs — FVO	—		5		—		5
Embedded derivatives within liability host contracts (2)									—		—		3,703		3,703
Total liabilities	$	1	$	2,792	$	2,117	$	4,910	$	—	$	1,914	$	3,957	$	5,871

3730

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)


	December 31, 2017								December 31, 2018
	Fair Value Hierarchy								Fair Value Hierarchy
	Level 1		Level 2		Level 3		Total Estimated Fair Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)								(In millions)
Assets
Fixed maturity securities:
U.S. corporate	$	—	$	21,491	$	889	$	22,380	$	—	$	23,740	$	319	$	24,059
U.S. government and agency	8,002		7,911		—		15,913		2,334		6,310		—		8,644
RMBS	—		6,836		981		7,817		—		8,429		6		8,435
Foreign corporate	—		5,723		1,048		6,771		—		7,503		392		7,895
CMBS									—		5,004		129		5,133
State and political subdivision	—		4,098		—		4,098		—		3,512		74		3,586
CMBS	—		3,155		136		3,291
ABS	—		1,691		105		1,796		—		2,072		39		2,111
Foreign government	—		1,262		5		1,267		—		1,485		—		1,485
Total fixed maturity securities	8,002		52,167		3,164		63,333		2,334		58,055		959		61,348
Equity securities ~~(4)~~	18		19		124		161		13		124		3		140
Short-term investments	135		120		14		269
Commercial mortgage loans held by CSEs — FVO	—		115		—		115
Derivative assets: (2)
Derivative assets: (1)
Interest rate	1		1,111		—		1,112		—		717		—		717
Foreign currency exchange rate	—		155		—		155		—		288		11		299
Credit	—		30		10		40		—		10		7		17
Equity market	15		773		149		937		—		1,634		98		1,732
Total derivative assets	16		2,069		159		2,244		—		2,649		116		2,765
Embedded derivatives within asset host contracts (3)	—		—		227		227
Embedded derivatives within asset host contracts (2)									—		—		228		228
Separate account assets	410		109,741		5		110,156		217		91,293		1		91,511
Total assets	$	8,581	$	164,231	$	3,693	$	176,505	$	2,564	$	152,121	$	1,307	$	155,992
Liabilities
Derivative liabilities: (2)
Derivative liabilities: (1)
Interest rate	$	—	$	837	$	—	$	837	$	—	$	619	$	—	$	619
Foreign currency exchange rate	—		117		1		118		—		48		—		48
Credit	—		1		—		1		—		2		1		3
Equity market	—		1,736		437		2,173		—		1,205		237		1,442
Total derivative liabilities	—		2,691		438		3,129		—		1,874		238		2,112
Embedded derivatives within liability host contracts (3)	—		—		2,234		2,234
Long-term debt of CSEs — FVO	—		11		—		11
Embedded derivatives within liability host contracts (2)									—		—		2,516		2,516
Total liabilities	$	—	$	2,702	$	2,672	$	5,374	$	—	$	1,874	$	2,754	$	4,628

__________________


(1)	~~In connection with the adoption of new guidance related to the recognition and measurement of financial instruments (see~~ ~~Note 1~~), effective January 1, 2018 on a modified retrospective basis, the Company carries real estate joint ventures and other limited partnership interests previously accounted under the cost method of accounting at estimated fair value.

~~(2)~~

Derivative assets are presented within other invested assets on the consolidated balance sheets and derivative liabilities are presented within other liabilities on the consolidated balance sheets. The amounts are presented gross in the tables above to reflect the presentation on the consolidated balance sheets, but are presented net for purposes of the rollforward in the Fair Value Measurements Using Significant Unobservable Inputs (Level 3) tables.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

~~(3)~~(2)

Embedded derivatives within asset host contracts are presented within premiums, reinsurance and other receivables and other invested assets on the consolidated balance sheets. Embedded derivatives within liability host contracts are presented within policyholder account balances on the consolidated balance sheets. ~~At June 30, 2018 and December 31, 2017, debt and equity securities also included embedded derivatives of $0 and ($52) million, respectively.~~


~~(4)~~	~~The Company reclassified Federal Home Loan Bank stock in the prior period from equity securities to other invested assets.~~

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

Valuation Controls and Procedures

The Company monitors and provides oversight of valuation controls and policies for securities, mortgage loans and derivatives, which are primarily executed by ~~MLIA.~~its valuation service providers. The valuation methodologies used to determine fair values prioritize the use of observable market prices and market-based parameters and determines that judgmental valuation adjustments, when applied, are based upon established policies and are applied consistently over time. The valuation methodologies for securities, mortgage loans and derivatives are reviewed on an ongoing basis and revised when ~~necessary, based on changing market conditions.~~necessary. In addition, the Chief Accounting Officer periodically reports to the Audit Committee of ~~Brighthouse’s~~Brighthouse Financial’s Board of Directors regarding compliance with fair value accounting standards.

The fair value of financial assets and financial liabilities is based on quoted market prices, where available. The Company assesses whether prices received represent a reasonable estimate of fair value through controls designed to ensure valuations represent an exit price. ~~MLIA performs~~Valuation service providers perform several controls, including certain monthly controls, which include, but are not limited to, analysis of portfolio returns to corresponding benchmark returns, comparing a sample of executed prices of securities sold to the fair value estimates, reviewing the bid/ask spreads to assess activity, comparing prices from multiple independent pricing services and ongoing due diligence to confirm that independent pricing services use market-based parameters. The process includes a determination of the observability of inputs used in estimated fair values received from independent pricing services or brokers by assessing whether these inputs can be corroborated by observable market data. Independent non-binding broker quotes, also referred to herein as “consensus pricing,” are used for non-significant portion of the portfolio. Prices received from independent brokers are assessed to determine if they represent a reasonable estimate of fair value by considering such pricing relative to the current market dynamics and current pricing for similar financial instruments. Fixed maturity securities priced using independent non-binding broker quotations represent less than 1% of the total estimated fair value of fixed maturity securities and 4% of the total estimated fair value of Level 3 fixed maturity securities at June 30, 2018.

~~MLIA~~Valuation service providers also ~~applies~~apply a formal process to challenge any prices received from independent pricing services that are not considered representative of estimated fair value. If prices received from independent pricing services are not considered reflective of market activity or representative of estimated fair value, independent non-binding broker quotations are obtained. If obtaining an independent non-binding broker quotation is unsuccessful, ~~MLIA~~valuation service providers will use the last available price.

The Company reviews outputs of ~~MLIA’s~~the valuation service providers’ controls and performs additional controls, including certain monthly controls, which include but are not limited to, performing balance sheet analytics to assess reasonableness of period to period pricing changes, including any price adjustments. Price adjustments are applied if prices or quotes received from independent pricing services or brokers are not considered reflective of market activity or representative of estimated fair value. The Company did not have significant price adjustments during the six months ended June 30, ~~2018.~~2019.

Determination of Fair Value

Fixed ~~maturity securities~~Maturity Securities

The fair values for actively traded marketable bonds, primarily U.S. government and agency securities, are determined using the quoted market prices and are classified as Level 1 assets. For fixed maturity securities classified as Level 2 assets, fair values are determined using either a market or income approach and are valued based on a variety of observable inputs as described below.

U.S. corporate and foreign corporate securities:Fair value is determined using third-party commercial pricing services, with the primary inputs being quoted prices in markets that are not active, benchmark yields, spreads off benchmark yields, new issuances, issuer rating, trades of identical or comparable securities, or duration. Privately-placed securities are valued using the additional key inputs: market yield curve, call provisions, observable prices and spreads for similar public or private securities that incorporate the credit quality and industry sector of the issuer, and delta spread adjustments to reflect specific credit-related issues.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

U.S. government and agency, state and political subdivision and foreign government securities: Fair value is determined using third-party commercial pricing services, with the primary inputs being quoted prices in markets that are not active, benchmark U.S. Treasury yield or other yields, spread off the U.S. Treasury yield curve for the identical security, issuer ratings and issuer spreads, broker dealer quotes, and comparable securities that are actively traded.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

Structured ~~securities:~~Securities: Fair value is determined using third-party commercial pricing services, with the primary inputs being quoted prices in markets that are not active, spreads for actively traded securities, spreads off benchmark yields, expected prepayment speeds and volumes, current and forecasted loss severity, ratings, geographic region, weighted average coupon and weighted average maturity, average delinquency rates and ~~debt-service~~debt service coverage ratios. Other issuance-specific information is also used, including, but not limited to; collateral type, structure of the security, vintage of the loans, payment terms of the underlying asset, payment priority within tranche, and deal performance.

Equity ~~securities, short-term investments,~~ ~~real estate joint ventures, other limited partnership interests,~~ ~~commercial mortgage loans held by CSEs — FVO~~Securities and ~~long-term debt of CSEs — FVO~~Short-term Investments

The fair value for actively traded equity securities and short-term investments are determined using quoted market prices and are classified as Level 1 assets. For financial instruments classified as Level 2 assets or liabilities, fair values are determined using a market approach and are valued based on a variety of observable inputs as described below.

Equity securities and short-term investments: Fair value is determined using third-party commercial pricing services, with the primary input being quoted prices in markets that are not active.

~~Real Estate Joint Ventures and Other Limited Partnership Interests:~~ ~~Fair values is generally based on the Company’s share of the net asset value (“NAV”) as provided on the financial statements of the investees.~~

~~Commercial mortgage loans held by CSEs — FVO and long-term debt of CSEs — FVO:~~ Fair value is determined using third-party commercial pricing services, with the primary input being quoted securitization market price determined principally by independent pricing services using observable inputs or quoted prices or reported NAV provided by the fund managers.

Derivatives

The fair values for exchange-traded derivatives are determined using the quoted market prices and are classified as Level 1 assets. For OTC-bilateral derivatives and OTC-cleared derivatives classified as Level 2 assets or liabilities, fair values are determined using the income approach. Valuations of non-option-based derivatives utilize present value techniques, whereas valuations of option-based derivatives utilize option pricing models which are based on market standard valuation methodologies and a variety of observable inputs.

The significant inputs to the pricing models for most OTC-bilateral and OTC-cleared derivatives are inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data. Certain OTC-bilateral and OTC-cleared derivatives may rely on inputs that are significant to the estimated fair value that are not observable in the market or cannot be derived principally from, or corroborated by, observable market data. These unobservable inputs may involve significant management judgment or estimation. Even though unobservable, these inputs are based on assumptions deemed appropriate given the circumstances and management believes they are consistent with what other market participants would use when pricing such instruments.

Most inputs for OTC-bilateral and OTC-cleared derivatives are mid-market inputs but, in certain cases, liquidity adjustments are made when they are deemed more representative of exit value. Market liquidity, as well as the use of different methodologies, assumptions and inputs, may have a material effect on the estimated fair values of the Company’s derivatives and could materially affect net income.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

The credit risk of both the counterparty and the Company are considered in determining the estimated fair value for all OTC-bilateral and OTC-cleared derivatives, and any potential credit adjustment is based on the net exposure by counterparty after taking into account the effects of netting agreements and collateral arrangements. The Company values its OTC-bilateral and OTC-cleared derivatives using standard swap curves which may include a spread to the risk-free rate, depending upon specific collateral arrangements. This credit spread is appropriate for those parties that execute trades at pricing levels consistent with similar collateral arrangements. As the Company and its significant derivative counterparties generally execute trades at such pricing levels and hold sufficient collateral, additional credit risk adjustments are not currently required in the valuation process. The Company’s ability to consistently execute at such pricing levels is in part due to the netting agreements and collateral arrangements that are in place with all of its significant derivative counterparties. An evaluation of the requirement to make additional credit risk adjustments is performed by the Company each reporting period.

Embedded Derivatives

Embedded derivatives principally include certain direct ~~assumed~~ and ceded variable annuity guarantees and equity ~~or bond indexed~~ crediting rates within ~~certain~~index-linked annuity ~~contracts, and those related to funds withheld on ceded reinsurance agreements.~~contracts. Embedded derivatives are recorded at estimated fair value with changes in estimated fair value reported in net income.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

The Company issues certain variable annuity products with guaranteed minimum benefits. GMWBs, GMABs and certain GMIBs contain embedded derivatives, which are measured at estimated fair value separately from the host variable annuity contract, with changes in estimated fair value reported in net derivative gains (losses). These embedded derivatives are classified within policyholder account balances on the consolidated balance sheets.

The ~~Company’s actuarial department calculates~~Company determines the fair value of these embedded derivatives ~~which are estimated as~~by estimating the present value of projected future benefits minus the present value of projected future fees using actuarial and capital market assumptions including expectations ~~concerning~~of policyholder behavior. The calculation is based on in-force business and is performed using standard actuarial valuation software which projects future cash flows from the embedded derivative over multiple risk neutral stochastic scenarios using observable risk-free rates. The percentage of fees included in the initial fair value measurement is not updated in subsequent periods.

Capital market assumptions, such as risk-free rates and implied volatilities, are based on market prices for publicly traded instruments to the extent that prices for such instruments are observable. Implied volatilities beyond the observable period are extrapolated based on observable implied volatilities and historical volatilities. Actuarial assumptions, including mortality, lapse, withdrawal and utilization, are unobservable and are reviewed at least annually based on actuarial studies of historical experience.

The valuation of these guarantee liabilities includes nonperformance risk adjustments and adjustments for a risk margin related to non-capital market inputs. The nonperformance adjustment is determined by taking into consideration publicly available information relating to spreads in the secondary market for ~~Brighthouse Financial, Inc.’s~~BHF’s debt. These observable spreads are then adjusted to reflect the priority of these liabilities and claims paying ability of the issuing insurance subsidiaries as compared to ~~Brighthouse Financial, Inc.’s~~BHF’s overall financial strength.

Risk margins are established to capture the non-capital market risks of the instrument which represent the additional compensation a market participant would require to assume the risks related to the uncertainties of such actuarial assumptions as annuitization, premium persistency, partial withdrawal and surrenders. The establishment of risk margins requires the use of significant management judgment, including assumptions of the amount and cost of capital needed to cover the guarantees. These guarantees may be more costly than expected in volatile or declining equity markets. Market conditions including, but not limited to, changes in interest rates, equity indices, market volatility and foreign currency exchange rates; changes in nonperformance risk; and variations in actuarial assumptions regarding policyholder behavior, mortality and risk margins related to non-capital market inputs, may result in significant fluctuations in the estimated fair value of the guarantees that could materially affect net income.

The Company recaptured from a former affiliate the risk associated with certain GMIBs. These embedded derivatives are included in policyholder account balances on the consolidated balance sheets with changes in estimated fair value reported in net derivative gains (losses). The value of the embedded derivatives on these recaptured risks is determined using a methodology consistent with that described previously for the guarantees directly written by the Company.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

The Company ceded to a former affiliate the risk associated with certain of the GMIBs, GMABs and GMWBs described above that are also accounted for as embedded derivatives. In addition to ceding risks associated with guarantees that are accounted for as embedded derivatives, the Company also ceded, to a former affiliate, certain directly written GMIBs that are accounted for as insurance (i.e., not as embedded derivatives), but where the reinsurance agreement contains an embedded derivative. These embedded derivatives are included within premiums, reinsurance and other receivables on the consolidated balance sheets with changes in estimated fair value reported in net derivative gains (losses). The value of the embedded derivatives on the ceded risk is determined using a methodology consistent with that described previously for the guarantees directly written by the Company with the exception of the input for nonperformance risk that reflects the credit of the reinsurer.

The estimated fair value of the embedded derivatives within funds withheld related to certain ceded reinsurance is determined based on the change in estimated fair value of the underlying assets held by the Company in a reference portfolio backing the funds withheld liability. The estimated fair value of the underlying assets is determined as previously described in “— Equity securities, short-term investments, real estate joint ventures, other limited partnership interests, commercial mortgage loans held by CSEs — FVO and long-term debt of CSEs — FVO.” The estimated fair value of these embedded derivatives is included, along with their funds withheld hosts, in other liabilities on the consolidated balance sheets with changes in estimated fair value recorded in net derivative gains (losses). Changes in the credit spreads on the underlying assets, interest rates and market volatility may result in significant fluctuations in the estimated fair value of these embedded derivatives that could materially affect net income.

The Company issues ~~certain annuity contracts~~and assumes through reinsurance index-linked annuities which allow the policyholder to participate in returns from equity indices. ~~These equity indexed~~The crediting rates associated with these features are embedded derivatives which are measured at estimated fair value separately from the host fixed annuity contract, with changes in estimated fair value reported in net derivative gains (losses). These embedded derivatives are classified within policyholder account balances on the consolidated balance sheets.

The estimated fair value of ~~the embedded equity indexed derivatives, based on the present value~~crediting rates associated with index-linked annuities is determined using a combination of ~~future equity returns to the policyholder using actuarial~~an option pricing model and present value assumptions including expectations concerning policyholder behavior, is calculated by the Company’s actuarial department. The calculation is based on in-force business and uses standard capital market techniques, such as Black-Scholes, to calculate the value of the portion of the embedded derivative for which the terms are set. The portion of the embedded derivative covering the period beyond where terms are set is calculated as the present value of amounts expected to be spent to provide equity indexed returns in those periods.an option-budget approach. The valuation of these embedded derivatives also includes the establishment of a risk margin, as well as changes in nonperformance risk.

Transfers ~~between Levels~~

~~Overall, transfers between levels occur when there are changes in the observability of inputs and market activity. Transfers into~~Into or ~~out of any level are assumed to occur at the beginning of the period.~~

~~Transfers between Levels 1 and 2:~~

~~For assets and liabilities measured at estimated fair value and still held at June 30, 2018 and December 31, 2017, transfers between Levels 1 and 2 were not significant.~~

~~Transfers into or out~~Out of Level 3:

Assets and liabilities are transferred into Level 3 when a significant input cannot be corroborated with market observable data. This occurs when market activity decreases significantly and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred out of Level 3 when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity, a specific event, or one or more significant input(s) becoming observable.

4234

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)

The following table presents certain quantitative information about the significant unobservable inputs used in the fair value measurement, and the sensitivity of the estimated fair value to changes in those inputs, for the more significant asset and liability classes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at:

June 30, 2018 December 31, 2017
Impact of
Increase in Input
on Estimated
Fair Value (2)
Valuation
Techniques
Significant
Unobservable Inputs

Range Weighted
Average (1) Range Weighted
Average (1)
Fixed maturity securities (3)
U.S. corporate and foreign corporate • Matrix pricing • Offered quotes (4) 87 - 137 106 93 - 142 110 Increase
• Market pricing • Quoted prices (4) 53 - 353 105 — - 443 76 Increase
RMBS • Market pricing • Quoted prices (4) 56 - 107 95 3 - 107 94 Increase (5)
ABS • Market pricing • Quoted prices (4) 100 - 102 100 100 - 104 101 Increase (5)
• Consensus pricing • Offered quotes (4)

100 - 100 100 Increase (5)
Derivatives
Credit • Present value techniques • Credit spreads (7) 97 - 99 — - — Decrease (6)
• Consensus pricing • Offered quotes (8)
Equity market • Present value techniques or option pricing models • Volatility (9) 17% - 30% 11% - 31% Increase (6)
• Correlation (10) 10% - 30% 10% - 30%
Embedded derivatives
Direct, assumed and ceded guaranteed minimum benefits • Option pricing techniques • Mortality rates:
Ages 0 - 40 0% - 0.09% 0% - 0.09% Decrease (11)
Ages 41 - 60 0.04% - 0.65% 0.04% - 0.65% Decrease (11)
Ages 61 - 115 0.26% - 100% 0.26% - 100% Decrease (11)
• Lapse rates:
Durations 1 - 10 0.25% - 100% 0.25% - 100% Decrease (12)
Durations 11 - 20 2% - 100% 2% - 100% Decrease (12)
Durations 21 - 116 2% - 100% 2% - 100% Decrease (12)
• Utilization rates 0% - 25% 0% - 25% Increase (13)
• Withdrawal rates 0.25% - 10% 0.25% - 10% (14)
• Long-term equity volatilities 17.40% - 25% 17.40% - 25% Increase (15)
• Nonperformance risk spread 1.12% - 2.06% 0.64% - 1.43% Decrease (16)



					June 30, 2019			December 31, 2018			Impact of Increase in Input on Estimated Fair Value
	Valuation Techniques		Significant Unobservable Inputs		Range			Range			Impact of Increase in Input on Estimated Fair Value
Embedded derivatives
Direct, assumed and ceded guaranteed minimum benefits	•	Option pricing techniques	•	Mortality rates	0.02%	-	11.31%	0.02%	-	11.31%	Decrease (1)
			•	Lapse rates	0.25%	-	16.00%	0.25%	-	16.00%	Decrease (2)
			•	Utilization rates	0.00%	-	25.00%	0.00%	-	25.00%	Increase (3)
			•	Withdrawal rates	0.25%	-	10.00%	0.25%	-	10.00%	(4)
			•	Long-term equity volatilities	16.50%	-	22.00%	16.50%	-	22.00%	Increase (5)
			•	Nonperformance risk spread	0.94%	-	2.43%	1.91%	-	2.66%	Decrease (6)

___________________


(1)	~~The weighted average for fixed maturity securities is determined based on the estimated fair value of the securities.~~


~~(2)~~	The impact of a decrease in input would have the opposite impact on estimated fair value. For embedded derivatives, changes to direct and assumed guaranteed minimum benefits are based on liability positions; changes to ceded guaranteed minimum benefits are based on asset positions.


~~(3)~~	~~Significant increases (decreases) in expected default rates in isolation would result in substantially lower (higher) valuations.~~


~~(4)~~	~~Range and weighted average are presented in accordance with the market convention for fixed maturity securities of dollars per hundred dollars of par.~~


~~(5)~~	Changes in the assumptions used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumptions used for prepayment rates.


~~(6)~~	~~Changes in estimated fair value are based on long U.S. dollar net asset positions and will be inversely impacted for short U.S. dollar net asset positions.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~


~~(7)~~	Represents the risk quoted in basis points of a credit default event on the underlying instrument. Credit derivatives with significant unobservable inputs are primarily comprised of written credit default swaps.


~~(8)~~	At June 30, 2018 and December 31, 2017, independent non-binding broker quotations were used in the determination of less than 1% and 1% of the total net derivative estimated fair value, respectively.


~~(9)~~	Ranges represent the underlying equity volatility quoted in percentage points. Since this valuation methodology uses a range of inputs across multiple volatility surfaces to value the derivative, presenting a range is more representative of the unobservable input used in the valuation.


~~(10)~~	Ranges represent the different correlation factors utilized as components within the valuation methodology. Presenting a range of correlation factors is more representative of the unobservable input used in the valuation. Increases (decreases) in correlation in isolation will increase (decrease) the significance of the change in valuations.

~~(11)~~

Mortality rates vary by age and by demographic characteristics such as gender. Range shown reflects the mortality rate for policyholders between 35 and 90 years old, which represents the majority of the business with living benefits. Mortality rate assumptions are set based on company ~~experience. A~~experience and include an assumption for mortality ~~improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuing the embedded derivative.~~improvement.

~~(12)~~(2)

Range reflects base lapse rates for major product categories for duration 1-20, which represents majority of business with living benefit riders. Base lapse rates are adjusted at the contract level based on a comparison of the actuarially calculated guaranteed values and the current policyholder account value, as well as other factors, such as the applicability of any surrender charges. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as ~~in the money~~in-the-money contracts are less likely to lapse. Lapse rates are also generally assumed to be lower in periods when a surrender charge applies. ~~For any given contract, lapse rates vary throughout the period over which cash flows are projected for purposes of valuing the embedded derivative.~~

~~(13)~~(3)

The utilization rate assumption estimates the percentage of contract holders with a GMIB or lifetime withdrawal benefit who will elect to utilize the benefit upon becoming ~~eligible.~~eligible in a given year. The range shown represents the floor and cap of the GMIB dynamic election rates across varying levels of in-the-money. For lifetime withdrawal guarantee riders, the assumption is that everyone will begin withdrawals once account value reaches zero which is equivalent to a 100% utilization rate. Utilization rates may vary by the type of guarantee, the amount by which the guaranteed amount is greater than the account value, the contract’s withdrawal history and by the age of the policyholder. ~~For any given contract, utilization rates vary throughout the period over which cash flows are projected for purposes of valuing the embedded derivative.~~

~~(14)~~(4)

The withdrawal rate represents the percentage of account balance that any given policyholder will elect to withdraw from the contract each year. The withdrawal rate assumption varies by age and duration of the contract, and also by other factors such as benefit type. For any given contract, withdrawal rates vary throughout the period over which cash flows are projected for purposes of valuing the embedded derivative. For GMWBs, any increase (decrease) in withdrawal rates results in an increase (decrease) in the estimated fair value of the guarantees. For GMABs and GMIBs, any increase (decrease) in withdrawal rates results in a decrease (increase) in the estimated fair value.


~~(15)~~(5)	Long-term equity volatilities represent equity volatility beyond the period for which observable equity volatilities are available. For any given contract, long-term equity volatility rates vary throughout the period over which cash flows are projected for purposes of valuing the embedded derivative.


~~(16)~~(6)	Nonperformance risk spread varies by ~~duration and by currency.~~duration. For any given contract, multiple nonperformance risk spreads will apply, depending on the duration of the cash flow being discounted for purposes of valuing the embedded derivative.

The ~~following is a summary of the valuation techniques and significant~~Company does not develop unobservable inputs used in ~~the~~measuring fair value ~~measurement of~~for all other assets and liabilities classified within Level ~~3 that~~3; therefore, these are not included in the ~~preceding table. Generally, all~~table above. The other ~~classes of securities classified within~~ Level 3 including those within separate account assets and embedded derivatives within funds withheld related to certain assumed reinsurance, use the same valuation techniques and significant unobservable inputs as previously described for Level 3 securities. This includes matrix pricing and discounted cash flow methodologies, inputs such as quoted prices for identical or similar securities that are less liquid and based on lower levels of trading activity than securities classified in Level 2, as well as independent non-binding broker quotations. The sensitivity of the estimated fair value to changes in the significant unobservable inputs for these other assets and liabilities ~~is similar~~primarily included fixed maturity securities and derivatives. For fixed maturity securities valued based on non-binding broker quotes, an increase (decrease) in ~~nature to that described~~credit spreads would result in ~~the preceding table.~~a higher (lower) fair value. For derivatives valued based on third-party pricing models, an increase (decrease) in credit spreads would generally result in a higher (lower) fair value.

4435

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

The following tables summarize the change of all assets and (liabilities) measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)														Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Fixed Maturity Securities														Fixed Maturity Securities
	Corporate (1)			Structured Securities			State and Political Subdivision			Foreign Government		Equity Securities			Corporate (1)			Structured Securities			State and Political Subdivision		Foreign Government		Equity Securities			Short-term Investments		Net Derivatives (2)			Net Embedded Derivatives (3)			Separate Account Assets (4)
	(In millions)														(In millions)
Three Months Ended June 30, 2018
Three Months Ended June 30, 2019
Balance, beginning of period	$	1,845		$	1,195		$	—		$	—	$	123		$	679		$	228		$	74	$	—	$	4		$	—	$	(136	)	$	(2,727	)	$	—
Total realized/unrealized gains (losses) included in net income (loss) (6) (7)	6			5			—			—		—
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)															—			—			—		—		—			—		(1		)	(502		)	—
Total realized/unrealized gains (losses) included in AOCI	(70		)	—			2			—		—			2			1			—		—		—			—		4			—			—
Purchases ~~(8)~~(7)	81			202			2			—		—			64			15			—		—		—			—		—			—			—
Sales ~~(8)~~(7)	(24		)	(54		)	—			—		(3		)	(49		)	(9		)	—		—		—			—		—			—			—
Issuances ~~(8)~~(7)	—			—			—			—		—			—			—			—		—		—			—		—			—			—
Settlements ~~(8)~~(7)	—			—			—			—		—			—			—			—		—		—			—		—			(221		)	—
Transfers into Level 3 ~~(9)~~(8)	3			—			4			—		—			124			60			—		—		—			—		—			—			—
Transfers out of Level 3 ~~(9)~~(8)	(26		)	(87		)	—			—		—			(72		)	(187		)	—		—		—			—		(1		)	—			—
Balance, end of period	$	1,815		$	1,261		$	8		$	—	$	120		$	748		$	108		$	74	$	—	$	4		$	—	$	(134	)	$	(3,450	)	$	—
Three Months Ended June 30, 2017
Three Months Ended June 30, 2018
Balance, beginning of period	$	2,344		$	1,626		$	7		$	—	$	142		$	1,845		$	1,195		$	—	$	—	$	123		$	—	$	(273	)	$	(1,587	)	$	7
Total realized/unrealized gains (losses) included in net income (loss) (6) (7)	1			6			—			—		1
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)															6			5			—		—		—			—		(13		)	231			—
Total realized/unrealized gains (losses) included in AOCI	21			22			—			—		1			(70		)	—			2		—		—			—		—			—			—
Purchases ~~(8)~~(7)	171			24			—			—		—			81			202			2		—		—			—		2			—			—
Sales ~~(8)~~(7)	(247		)	(138		)	—			—		(10		)	(24		)	(54		)	—		—		(3		)	—		—			—			(3		)
Issuances ~~(8)~~(7)	—			—			—			—		—			—			—			—		—		—			—		—			—			—
Settlements ~~(8)~~(7)	—			—			—			—		—			—			—			—		—		—			—		—			(142		)	(1		)
Transfers into Level 3 ~~(9)~~(8)	29			—			—			—		—			3			—			4		—		—			—		—			—			1
Transfers out of Level 3 ~~(9)~~(8)	(24		)	(59		)	(7		)	—		—			(26		)	(87		)	—		—		—			—		—			—			—
Balance, end of period	$	2,295		$	1,481		$	—		$	—	$	134		$	1,815		$	1,261		$	8	$	—	$	120		$	—	$	(284	)	$	(1,498	)	$	4
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2018 (10)	$	6		$	5		$	—		$	—	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2017 (10)	$	—		$	6		$	—		$	—	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2019 (9)															$	—		$	—		$	—	$	—	$	—		$	—	$	(1	)	$	(578	)	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2018 (9)															$	6		$	5		$	—	$	—	$	—		$	—	$	(13	)	$	183		$	—

4536

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Real Estate Joint Ventures (2) Other Limited Partnership Interests (2) Short-term
Investments Net
Derivatives (3) Net Embedded
Derivatives (4) Separate
Account Assets (5)
(In millions)
Three Months Ended June 30, 2018
Balance, beginning of period $ 22
$ 26
$ —
$ (273 ) $ (1,587 ) $ 7
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
(2 ) —
—
(13 ) 231
—
Total realized/unrealized gains (losses)
included in AOCI
—
—
—
—
—
—
Purchases (8) —
—
—
2
—
—
Sales (8) (3 ) (2 ) —
—
—
(3 )
Issuances (8) —
—
—
—
—
—
Settlements (8) —
—
—
—
(142 ) (1 )
Transfers into Level 3 (9) —
—
—
—
—
1
Transfers out of Level 3 (9) —
—
—
—
—
—
Balance, end of period $ 17
$ 24
$ —
$ (284 ) $ (1,498 ) $ 4
Three Months Ended June 30, 2017
Balance, beginning of period $ —
$ —
$ 1
$ (890 ) $ (2,377 ) $ 15
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
—
—
—
106
151
—
Total realized/unrealized gains (losses)
included in AOCI
—
—
—
—
—
—
Purchases (8) —
—
91
4
—
7
Sales (8) —
—
—
—
—
(8 )
Issuances (8) —
—
—
—
—
—
Settlements (8) —
—
—
—
(251 ) (1 )
Transfers into Level 3 (9) —
—
—
—
—
—
Transfers out of Level 3 (9) —
—
(1 ) —
—
(7 )
Balance, end of period $ —
$ —
$ 91
$ (780 ) $ (2,477 ) $ 6
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2018 (10)
$ (2 ) $ —
$ —
$ (13 ) $ 183
$ —
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2017 (10)
$ —
$ —
$ —
$ 106
$ 235
$ —



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Fixed Maturity Securities
	Corporate (1)			Structured Securities			State and Political Subdivision		Foreign Government			Equity Securities				Short-term Investments			Net Derivatives (2)			Net Embedded Derivatives (3)			Separate Account Assets (4)
	(In millions)
Six Months Ended June 30, 2019
Balance, beginning of period	$	711		$	174		$	74	$	—		$	3			$	—		$	(122	)	$	(2,288	)	$	1
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)	—			—			—		—			—				—			(10		)	(733		)	—
Total realized/unrealized gains (losses) included in AOCI	10			2			—		—			—				—			1			—			—
Purchases (7)	68			15			—		—			—				—			—			—			—
Sales (7)	(55		)	(28		)	—		—			—				—			—			—			(1		)
Issuances (7)	—			—			—		—			—			��	—			—			—			—
Settlements (7)	—			—			—		—			—				—			—			(429		)	—
Transfers into Level 3 (8)	141			87			—		—			1				—			—			—			—
Transfers out of Level 3 (8)	(127		)	(142		)	—		—			—				—			(3		)	—			—
Balance, end of period	$	748		$	108		$	74	$	—		$	4			$	—		$	(134	)	$	(3,450	)	$	—
Six Months Ended June 30, 2018
Balance, beginning of period	$	1,937		$	1,222		$	—	$	5		$	124			$	14		$	(279	)	$	(2,007	)	$	5
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)	9			11			—		—			(1		)		—			(8		)	782			—
Total realized/unrealized gains (losses) included in AOCI	(77		)	(9		)	3		—			—				—			—			—			—
Purchases (7)	136			213			2		—			—				—			3			—			1
Sales (7)	(164		)	(119		)	—		(2		)	(3		)		(14		)	—			—			(1		)
Issuances (7)	—			—			—		—			—				—			—			—			—
Settlements (7)	—			—			—		—			—				—			—			(273		)	(1		)
Transfers into Level 3 (8)	33			—			3		—			—				—			—			—			—
Transfers out of Level 3 (8)	(59		)	(57		)	—		(3		)	—				—			—			—			—
Balance, end of period	$	1,815		$	1,261		$	8	$	—		$	120			$	—		$	(284	)	$	(1,498	)	$	4
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2019 (9)	$	—		$	—		$	—	$	—		$	—			$	—		$	(9	)	$	(869	)	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2018 (9)	$	7		$	11		$	—	$	—		$	—			$	—		$	(8	)	$	752		$	—

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Fixed Maturity Securities
Corporate (1) Structured Securities State and
Political
Subdivision Foreign
Government Equity
Securities
(In millions)
Six Months Ended June 30, 2018
Balance, beginning of period $ 1,937
$ 1,222
$ —
$ 5
$ 124
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
9
11
—
—
(1 )
Total realized/unrealized gains (losses)
included in AOCI
(77 ) (9 ) 3
—
—
Purchases (8) 136
213
2
—
—
Sales (8) (164 ) (119 ) —
(2 ) (3 )
Issuances (8) —
—
—
—
—
Settlements (8) —
—
—
—
—
Transfers into Level 3 (9) 33
—
3
—
—
Transfers out of Level 3 (9) (59 ) (57 ) —
(3 ) —
Balance, end of period $ 1,815
$ 1,261
$ 8
$ —
$ 120
Six Months Ended June 30, 2017
Balance, beginning of period $ 2,310
$ 1,695
$ 17
$ —
$ 137
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
(2 ) 9
—
—
—
Total realized/unrealized gains (losses)
included in AOCI
127
37
—
—
3
Purchases (8) 291
68
—
—
4
Sales (8) (298 ) (224 ) —
—
(10 )
Issuances (8) —
—
—
—
—
Settlements (8) —
—
—
—
—
Transfers into Level 3 (9) 3
—
—
—
—
Transfers out of Level 3 (9) (136 ) (104 ) (17 ) —
—
Balance, end of period $ 2,295
$ 1,481
$ —
$ —
$ 134
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2018 (10)
$ 7
$ 11
$ —
$ —
$ —
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2017 (10)
$ —
$ 10
$ —
$ —
$ —

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~6. Fair Value (continued)~~

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Real Estate Joint Ventures (2) Other Limited Partnership Interests (2) Short-term
Investments Net
Derivatives (3) Net Embedded
Derivatives (4) Separate
Account Assets (5)
(In millions)
Six Months Ended June 30, 2018
Balance, beginning of period $ 22
$ 28
$ 14
$ (279 ) $ (2,007 ) $ 5
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
(1 ) (1 ) —
(8 ) 782
—
Total realized/unrealized gains (losses)
included in AOCI
—
—
—
—
—
—
Purchases (8) —
—
—
3
—
1
Sales (8) (4 ) (3 ) (14 ) —
—
(1 )
Issuances (8) —
—
—
—
—
—
Settlements (8) —
—
—
—
(273 ) (1 )
Transfers into Level 3 (9) —
—
—
—
—
—
Transfers out of Level 3 (9) —
—
—
—
—
—
Balance, end of period $ 17
$ 24
$ —
$ (284 ) $ (1,498 ) $ 4
Six Months Ended June 30, 2017
Balance, beginning of period $ —
$ —
$ 2
$ (954 ) $ (2,761 ) $ 10
Total realized/unrealized gains (losses)
included in net income (loss) (6) (7)
—
—
—
96
468
—
Total realized/unrealized gains (losses)
included in AOCI
—
—
—
—
—
—
Purchases (8) —
—
91
4
—
1
Sales (8) —
—
(1 ) —
—
(2 )
Issuances (8) —
—
—
—
—
—
Settlements (8) —
—
—
74
(184 ) —
Transfers into Level 3 (9) —
—
—
—
—
2
Transfers out of Level 3 (9) —
—
(1 ) —
—
(5 )
Balance, end of period $ —
$ —
$ 91
$ (780 ) $ (2,477 ) $ 6
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2018 (10)
$ (1 ) $ (1 ) $ —
$ (8 ) $ 752
$ —
Changes in unrealized gains (losses) included
in net income (loss) for the instruments still
held at June 30, 2017 (10)
$ —
$ —
$ —
$ 93
$ 521
$ —

~~________________~~

__________________


(1)	Comprised of U.S. and foreign corporate securities.


(2)	~~In connection with the adoption of new guidance related to the recognition and measurement of financial instruments (see~~ ~~Note 1~~), effective January 1, 2018 on a modified retrospective basis, the Company carries real estate joint ventures and other limited partnership interests previously accounted under the cost method of accounting at estimated fair value.


~~(3)~~	Freestanding derivative assets and liabilities are presented net for purposes of the rollforward.


~~(4)~~(3)	Embedded derivative assets and liabilities are presented net for purposes of the rollforward.


~~(5)~~(4)	Investment performance related to separate account assets is fully offset by corresponding amounts credited to contract holders within separate account liabilities. Therefore, such changes in estimated fair value are not recorded in net income (loss). For the purpose of this disclosure, these changes are presented within net investment gains (losses).

4837

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

~~(6)~~(5)

Amortization of premium/accretion of discount is included within net investment income. Impairments charged to net income (loss) on securities are included in net investment gains (losses). Lapses associated with net embedded derivatives are included in net derivative gains (losses). Substantially all realized/unrealized gains (losses) included in net income (loss) for net derivatives and net embedded derivatives are reported in net derivative gains (losses).


~~(7)~~(6)	Interest and dividend accruals, as well as cash interest coupons and dividends received, are excluded from the rollforward.


~~(8)~~(7)	Items purchased/issued and then sold/settled in the same period are excluded from the rollforward. Fees attributed to embedded derivatives are included in settlements.


~~(9)~~(8)	Gains and losses, in net income (loss) and OCI, are calculated assuming transfers into and/or out of Level 3 occurred at the beginning of the period. Items transferred into and then out of Level 3 in the same period are excluded from the rollforward.


~~(10)~~(9)	Changes in unrealized gains (losses) included in net income (loss) relate to assets and liabilities still held at the end of the respective periods. Substantially all changes in unrealized gains (losses) included in net income (loss) for net derivatives and net embedded derivatives are reported in net derivative gains (losses).

~~Fair Value Option~~

~~The following table presents information for certain assets and liabilities of CSEs, which are accounted for under the FVO. These assets and liabilities were initially measured at fair value.~~

June 30, 2018 December 31, 2017
(In millions)
Assets (1)
Unpaid principal balance $ 59
$ 70
Difference between estimated fair value and unpaid principal balance 37
45
Carrying value at estimated fair value $ 96
$ 115
Liabilities (1)
Contractual principal balance $ 5
$ 10
Difference between estimated fair value and contractual principal balance —
1
Carrying value at estimated fair value $ 5
$ 11

~~__________________~~

~~(1)~~

These assets and liabilities are comprised of commercial mortgage loans and long-term debt. Changes in estimated fair value on these assets and liabilities and gains or losses on sales of these assets are recognized in net investment gains (losses). Interest income on commercial mortgage loans held by CSEs — FVO is recognized in net investment income. Interest expense from long-term debt of CSEs — FVO is recognized in other expenses.

Fair Value of Financial Instruments Carried at Other Than Fair Value

The following tables provide fair value information for financial instruments that are carried on the balance sheet at amounts other than fair value. These tables exclude the following financial instruments: cash and cash equivalents, accrued investment income, payables for collateral under securities loaned and other transactions and those short-term investments that are not securities ~~such as time deposits,~~ and therefore are not included in the three level hierarchy table disclosed in the “— Recurring Fair Value Measurements” section. The estimated fair value of the excluded financial instruments, which are primarily classified in Level 2, approximates carrying value as they are short-term in nature such that the Company believes there is minimal risk of material changes in interest rates or credit quality. All remaining balance sheet amounts excluded from the tables below are not considered financial instruments subject to this disclosure.

The carrying values and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy, are summarized as follows at:



	June 30, 2019
			Fair Value Hierarchy
	Carrying Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)
Assets
Mortgage loans	$	14,987	$	—	$	—	$	15,565	$	15,565
Policy loans	$	927	$	—	$	543	$	478	$	1,021
Other invested assets	$	63	$	—	$	50	$	13	$	63
Premiums, reinsurance and other receivables	$	1,646	$	—	$	103	$	1,830	$	1,933
Liabilities
Policyholder account balances	$	15,312	$	—	$	—	$	14,926	$	14,926
Long-term debt	$	845	$	—	$	40	$	840	$	880
Other liabilities	$	548	$	—	$	202	$	340	$	542
Separate account liabilities	$	1,151	$	—	$	1,151	$	—	$	1,151

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Fair Value (continued)

~~The carrying values and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy, are summarized as follows at:~~



	December 31, 2018
			Fair Value Hierarchy
	Carrying Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)
Assets
Mortgage loans	$	13,596	$	—	$	—	$	13,761	$	13,761
Policy loans	$	1,001	$	—	$	619	$	452	$	1,071
Other invested assets	$	77	$	—	$	64	$	13	$	77
Premiums, reinsurance and other receivables	$	1,426	$	—	$	31	$	1,501	$	1,532
Liabilities
Policyholder account balances	$	15,183	$	—	$	—	$	13,732	$	13,732
Long-term debt	$	434	$	—	$	38	$	380	$	418
Other liabilities	$	395	$	—	$	54	$	323	$	377
Separate account liabilities	$	1,025	$	—	$	1,025	$	—	$	1,025

June 30, 2018
Fair Value Hierarchy
Carrying
Value Level 1 Level 2 Level 3
Total
Estimated
Fair Value
(In millions)
Assets
Mortgage loans $ 12,141
$ —
$ —
$ 12,225
$ 12,225
Policy loans $ 1,043
$ —
$ 683
$ 423
$ 1,106
Other invested assets $ 85
$ —
$ 72
$ 13
$ 85
Premiums, reinsurance and other receivables $ 1,475
$ —
$ 88
$ 1,586
$ 1,674
Liabilities
Policyholder account balances $ 15,724
$ —
$ —
$ 14,687
$ 14,687
Long-term debt $ 35
$ —
$ 40
$ —
$ 40
Other liabilities $ 475
$ —
$ 125
$ 344
$ 469
Separate account liabilities $ 1,188
$ —
$ 1,188
$ —
$ 1,188

December 31, 2017
Fair Value Hierarchy
Carrying
Value Level 1 Level 2 Level 3
Total
Estimated
Fair Value
(In millions)
Assets
Mortgage loans $ 10,525
$ —
$ —
$ 10,768
$ 10,768
Policy loans $ 1,106
$ —
$ 746
$ 439
$ 1,185
Real estate joint ventures (1) $ 5
$ —
$ —
$ 22
$ 22
Other limited partnership interests (1) $ 36
$ —
$ —
$ 28
$ 28
Other invested assets (2) $ 71
$ —
$ 71
$ —
$ 71
Premiums, reinsurance and other receivables $ 1,556
$ —
$ 126
$ 1,783
$ 1,909
Liabilities
Policyholder account balances $ 15,626
$ —
$ —
$ 15,760
$ 15,760
Long-term debt $ 35
$ —
$ 42
$ —
$ 42
Other liabilities $ 459
$ —
$ 93
$ 368
$ 461
Separate account liabilities $ 1,206
$ —
$ 1,206
$ —
$ 1,206

~~__________________~~


~~(1)~~	~~In connection with the adoption of new guidance related to the recognition and measurement of financial instruments (see~~ ~~Note 1~~), effective January 1, 2018 on a modified retrospective basis, the Company carries real estate joint ventures and other limited partnership interests previously accounted under the cost method of accounting at estimated fair value.


~~(2)~~	~~The Company reclassified Federal Home Loan Bank stock in the prior period from equity securities to other invested assets.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

7. Long-term Debt

~~Repurchase Facility~~Surplus Note

~~In April 2018,~~On March 25, 2019, Brighthouse Life Insurance Company ~~entered into~~issued a ~~committed repurchase facility (the “Repurchase Facility”)~~$412 million surplus note due March 2059 to Brighthouse Holdings, LLC, which bears interest at a fixed rate of 8.07%, payable annually. Payments of interest and principal on this surplus note may be made only with ~~a financial institution, pursuant to which Brighthouse Life Insurance Company may enter into repurchase transactions in an aggregate amount up to $2.0 billion in respect~~the prior approval of ~~certain eligible securities. The Repurchase Facility has a term~~the Delaware Department of ~~three years, beginning on July 31, 2018 and ending on July 31, 2021.~~Insurance.

8. Equity

Accumulated Other Comprehensive Income (Loss)

Information regarding changes in the balances of each component of AOCI was as follows:


	Three Months Ended June 30, 2018												Three Months Ended June 30, 2019
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total			Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)												(In millions)
Balance, March 31, 2018	$	870		$	86		$	(21	)	$	935
Balance, March 31, 2019													$	1,551		$	133		$	(26	)	$	1,658
OCI before reclassifications	(311		)	108			4			(199		)	1,278			73			7			1,358
Deferred income tax benefit (expense)	82			(23		)	(1		)	58			(268		)	(15		)	—			(283		)
AOCI before reclassifications, net of income tax	641			171			(18		)	794			2,561			191			(19		)	2,733
Amounts reclassified from AOCI	41			(11		)	—			30			(51		)	(23		)	—			(74		)
Deferred income tax benefit (expense)	(11		)	2			—			(9		)	11			4			—			15
Amounts reclassified from AOCI, net of income tax	30			(9		)	—			21			(40		)	(19		)	—			(59		)
Balance, June 30, 2018	$	671		$	162		$	(18	)	$	815
Balance, June 30, 2019													$	2,521		$	172		$	(19	)	$	2,674

Three Months
Ended
June 30, 2017
Unrealized
Investment Gains
(Losses), Net of
Related Offsets (1) Unrealized
Gains (Losses)
on Derivatives Foreign
Currency
Translation
Adjustments Total
(In millions)
Balance, March 31, 2017 $ 1,190
$ 239
$ (33 ) $ 1,396
OCI before reclassifications 749
(32 ) 2
719
Deferred income tax benefit (expense) (267 ) 11
—
(256 )
AOCI before reclassifications, net of income tax 1,672
218
(31 ) 1,859
Amounts reclassified from AOCI (2 ) (2 ) —
(4 )
Deferred income tax benefit (expense) 5
1
—
6
Amounts reclassified from AOCI, net of income tax 3
(1 ) —
2
Balance, June 30, 2017 $ 1,675
$ 217
$ (31 ) $ 1,861

5139

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

8. Equity (continued)


	Six Months Ended June 30, 2018												Three Months Ended June 30, 2018
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total			Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)												(In millions)
Balance, December 31, 2017	$	1,709		$	151		$	(23	)	$	1,837
Cumulative effect of change in accounting principle and other, net of income tax (see Note 1)	(79		)	—			—			(79		)
Balance, January 1, 2018	1,630			151			(23		)	1,758
Balance, March 31, 2018													$	870		$	86		$	(21	)	$	935
OCI before reclassifications	(1,335		)	35			6			(1,294		)	(311		)	108			4			(199		)
Deferred income tax benefit (expense)	300			(8		)	(1		)	291			82			(23		)	(1		)	58
AOCI before reclassifications, net of income tax	595			178			(18		)	755			641			171			(18		)	794
Amounts reclassified from AOCI	99			(19		)	—			80			41			(11		)	—			30
Deferred income tax benefit (expense)	(23		)	3			—			(20		)	(11		)	2			—			(9		)
Amounts reclassified from AOCI, net of income tax	76			(16		)	—			60			30			(9		)	—			21
Balance, June 30, 2018	$	671		$	162		$	(18	)	$	815		$	671		$	162		$	(18	)	$	815


	Six Months Ended June 30, 2017												Six Months Ended June 30, 2019
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total			Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)												(In millions)
Balance, December 31, 2016	$	1,019		$	258		$	(29	)	$	1,248
Balance, December 31, 2018													$	564		$	180		$	(26	)	$	718
OCI before reclassifications	958			(51		)	(5		)	902			2,500			39			7			2,546
Deferred income tax benefit (expense)	(357		)	18			3			(336		)	(525		)	(8		)	—			(533		)
AOCI before reclassifications, net of income tax	1,620			225			(31		)	1,814			2,539			211			(19		)	2,731
Amounts reclassified from AOCI	88			(12		)	—			76			(23		)	(49		)	—			(72		)
Deferred income tax benefit (expense)	(33		)	4			—			(29		)	5			10			—			15
Amounts reclassified from AOCI, net of income tax	55			(8		)	—			47			(18		)	(39		)	—			(57		)
Balance, June 30, 2017	$	1,675		$	217		$	(31	)	$	1,861
Balance, June 30, 2019													$	2,521		$	172		$	(19	)	$	2,674



	Six Months Ended June 30, 2018
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)
Balance, December 31, 2017	$	1,709		$	151		$	(23	)	$	1,837
Cumulative effect of change in accounting principle, net of income tax	(79		)	—			—			(79		)
Balance, January 1, 2018	1,630			151			(23		)	1,758
OCI before reclassifications	(1,335		)	35			6			(1,294		)
Deferred income tax benefit (expense)	300			(8		)	(1		)	291
AOCI before reclassifications, net of income tax	595			178			(18		)	755
Amounts reclassified from AOCI	99			(19		)	—			80
Deferred income tax benefit (expense)	(23		)	3			—			(20		)
Amounts reclassified from AOCI, net of income tax	76			(16		)	—			60
Balance, June 30, 2018	$	671		$	162		$	(18	)	$	815

__________________


(1)	See Note 4 for information on offsets to investments related to future policy benefits, DAC, VOBA and DSI.

5240

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

8. Equity (continued)

Information regarding amounts reclassified out of each component of AOCI was as follows:



AOCI Components	Amounts Reclassified from AOCI												Consolidated Statements of Operations and Comprehensive Income (Loss) Locations
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In millions)
Net unrealized investment gains (losses):
Net unrealized investment gains (losses)	$	74		$	(42	)	$	50		$	(100	)	Net investment gains (losses)
Net unrealized investment gains (losses)	—			1			—			1			Net investment income
Net unrealized investment gains (losses)	(23		)	—			(27		)	—			Net derivative gains (losses)
Net unrealized investment gains (losses), before income tax	51			(41		)	23			(99		)
Income tax (expense) benefit	(11		)	11			(5		)	23
Net unrealized investment gains (losses), net of income tax	40			(30		)	18			(76		)
Unrealized gains (losses) on derivatives - cash flow hedges:
Interest rate swaps	6			10			28			16			Net derivative gains (losses)
Interest rate swaps	—			2			1			2			Net investment income
Interest rate forwards	—			—			—			1			Net derivative gains (losses)
Interest rate forwards	—			—			—			1			Net investment income
Foreign currency swaps	17			(1		)	20			(1		)	Net derivative gains (losses)
Gains (losses) on cash flow hedges, before income tax	23			11			49			19
Income tax (expense) benefit	(4		)	(2		)	(10		)	(3		)
Gains (losses) on cash flow hedges, net of income tax	19			9			39			16
Total reclassifications, net of income tax	$	59		$	(21	)	$	57		$	(60	)

AOCI Components Amounts Reclassified from AOCI Consolidated Statements of Operations and Comprehensive Income (Loss) Locations
Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Net unrealized investment gains (losses):
Net unrealized investment gains (losses) $ (42 ) $ 2
$ (100 ) $ (46 ) Net investment gains (losses)
Net unrealized investment gains (losses) 1
1
1
2
Net investment income
Net unrealized investment gains (losses) —
(1 ) —
(44 ) Net derivative gains (losses)
Net unrealized investment gains (losses), before income tax (41 ) 2
(99 ) (88 )
Income tax (expense) benefit 11
(5 ) 23
33

Net unrealized investment gains (losses), net of income tax (30 ) (3 ) (76 ) (55 )
Unrealized gains (losses) on derivatives - cash flow hedges:
Interest rate swaps 10
—
16
—
Net derivative gains (losses)
Interest rate swaps 2
1
2
2
Net investment income
Interest rate forwards —
—
1
—
Net derivative gains (losses)
Interest rate forwards —
—
1
1
Net investment income
Foreign currency swaps (1 ) 1
(1 ) 9
Net derivative gains (losses)
Gains (losses) on cash flow hedges, before
income tax
11
2
19
12

Income tax (expense) benefit (2 ) (1 ) (3 ) (4 )
Gains (losses) on cash flow hedges, net of income tax 9
1
16
8

Total reclassifications, net of income tax $ (21 ) $ (2 ) $ (60 ) $ (47 )

9. Other Revenues and Other Expenses

Other Revenues

The Company has entered into contracts with mutual funds, fund managers, and their affiliates (collectively, the “Funds”) whereby the Company is paid monthly or quarterly fees (“12b-1 fees”) for providing certain services to customers and distributors of the Funds. The 12b-1 fees are generally equal to a fixed percentage of the average daily balance of the customer’s investment in a ~~fund are based on a~~fund. The percentage is specified in the contract between the Company and the Funds. Payments are generally collected when due and are neither refundable nor able to offset future fees.

To earn these fees, the Company performs services such as responding to phone inquiries, maintaining records, providing information to distributors and shareholders about fund performance and providing training to account managers and sales agents. The passage of time reflects the satisfaction of the Company’s performance obligations to the Funds and is used to recognize revenue associated with 12b-1 fees.

Other revenues consisted primarily of 12b-1 fees of $61 million and $119 million for the three months and six months ended June 30, 2019, respectively, and $64 million and $130 million for the three months and six months ended June 30, 2018, respectively, ~~and $69 million and $131 million for the three months and six months ended June 30, 2017, respectively,~~ of which substantially all were reported in the Annuities segment.

5341

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

9. Other Revenues and Other Expenses (continued)

Other Expenses

Information on other expenses was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In millions)
Compensation	$	73	$	78	$	146	$	150
Contracted services and other labor costs	56		60		96		99
Transition services agreements	63		68		127		139
Establishment costs	35		—		73		—
Premium and other taxes, licenses and fees	10		24		16		40
Separate account fees	1		—		2		1
Volume related costs, excluding compensation, net of DAC capitalization	141		158		292		308
Interest expense on debt	16		1		26		2
Other	60		58		111		105
Total other expenses	$	455	$	447	$	889	$	844

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Compensation $ 78
$ 63
$ 150
$ 118
Commissions 191
174
383
368
Volume-related costs 26
59
56
115
Related party expenses on ceded and assumed reinsurance (3 ) (4 ) (8 ) 4
Capitalization of DAC (76 ) (61 ) (151 ) (128 )
Interest expense on debt (3 ) 25
(2 ) 57
Premium taxes, licenses and fees 24
17
40
30
Professional services 60
46
93
81
Rent and related expenses 3
4
6
7
Other 147
137
277
244
Total other expenses $ 447
$ 460
$ 844
$ 896

Related Party Expenses

~~Commissions and capitalization of DAC include the impact of related party reinsurance transactions.~~ See Note 11 for a discussion of related party expenses included in the table above.

10. Contingencies, Commitments and Guarantees

Contingencies

Litigation

The Company is a defendant in a number of litigation matters. In some of the matters, large and/or indeterminate amounts, including punitive and treble damages, are sought. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding reasonably possible verdicts in the jurisdiction for similar matters. This variability in pleadings, together with the actual experience of the Company in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to management that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value.

Due to the vagaries of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time may normally be difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.

The Company establishes liabilities for litigation and regulatory loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is possible that some matters could require the Company to pay damages or make other expenditures or establish accruals in amounts that could not be estimated at June 30, ~~2018.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~10. Contingencies, Commitments and Guarantees (continued)~~

2019.

Matters as to Which an Estimate Can Be Made

For some loss contingency matters, the Company is able to estimate a reasonably possible range of loss. For such matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. As of June 30, ~~2018,~~2019, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued for these matters was not material.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

10. Contingencies, Commitments and Guarantees (continued)

Matters as to Which an Estimate Cannot Be Made

For other matters, the Company is not currently able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts, and the progress of settlement negotiations. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation contingencies and updates its accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews.

Sales Practices Claims

Over the past several years, the Company has faced claims and regulatory inquiries and investigations, alleging improper marketing or sales of individual life insurance policies, annuities or other products. The Company continues to defend vigorously against the claims in these matters. The Company believes adequate provision has been made in its consolidated financial statements for all probable and reasonably estimable losses for sales practices matters.

~~Unclaimed Property Litigation~~

~~Total Asset Recovery Services, LLC on its own behalf and on behalf of the State of New York v. Brighthouse Financial, Inc., et al.~~(Supreme Court, New York County, NY, second amended complaint filed November 17, 2017). Total Asset Recovery Services, LLC (the “Relator”) has brought a qui tam action against Brighthouse Financial, Inc. and its subsidiaries and affiliates under the New York False Claims Act seeking to recover damages on behalf of the State of New York. The action originally was filed under seal on or about December 3, 2010. The State of New York declined to intervene in the action, and the Relator is now prosecuting the action. The Relator alleges that from on or about April 1, 1986 and continuing annually through on or about September 10, 2017, the defendants violated New York State Finance Law Section 189 (1) (g) by failing to timely report and deliver unclaimed insurance property to the State of New York. The Relator is seeking, among other things, treble damages, penalties, expenses and attorneys’ fees and prejudgment interest. No specific dollar amount of damages is specified by the Relator who also is suing numerous insurance companies and John Doe defendants. Brighthouse Financial, Inc. filed a motion to dismiss. The Court has entered an order of voluntary discontinuance without prejudice pursuant to which the Relator dismissed Brighthouse Financial, Inc. without prejudice but reserved its right to file a motion to amend to name other Brighthouse entities as defendants. If other Brighthouse entities are named, the Brighthouse defendants intend to defend this action vigorously.

~~Group Annuity Class Action~~

~~Edward Roycroft v. Brighthouse Financial, Inc., et al.~~ (U.S. District Court, Southern District of New York, filed June 18, 2018). Edward Roycroft filed a purported class action against Brighthouse Financial, Inc., MetLife, Inc., and Metropolitan Life Insurance Company. The complaint alleges plaintiff is a beneficiary of a Martindale-Hubbell group annuity contract and did not receive payments plaintiff claims he was entitled to upon his retirement in 1999. Plaintiff seeks to represent a class of all beneficiaries who were due annuity benefits pursuant to group annuity contracts and whose annuity benefits were released from reserves. Plaintiff’s causes of action are for conversion, unjust enrichment, an accounting and for a constructive trust. Plaintiff seeks damages, attorneys’ fees, declaratory and injunctive relief and other equitable remedies. Brighthouse Financial, Inc. intends to defend this action vigorously.

Summary

Various litigation, claims and assessments against the Company, in addition to those discussed previously and those otherwise provided for in the Company’s consolidated financial statements, have arisen in the course of the Company’s business, including, but not limited to, in connection with its activities as an insurer, investor and taxpayer. Further, state insurance regulatory authorities and other federal and state authorities regularly make inquiries and conduct investigations concerning the Company’s compliance with applicable insurance and other laws and regulations.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~10. Contingencies, Commitments and Guarantees (continued)~~

It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings. In some of the matters referred to previously, large and/or indeterminate amounts, including punitive and treble damages, are sought. Although, in light of these considerations, it is possible that an adverse outcome in certain cases could have a material effect upon the ~~Company��s~~Company’s financial position, based on information currently known by the Company’s management, in its opinion, the outcomes of such pending investigations and legal proceedings are not likely to have such an effect. However, given the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s consolidated net income or cash flows in particular quarterly or annual periods.

Commitments

Mortgage Loan Commitments

The Company commits to lend funds under mortgage loan commitments. The amounts of these mortgage loan commitments were ~~$371~~$297 million and ~~$388~~$492 million at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Commitments to Fund Partnership Investments and Private Corporate Bond Investments

The Company commits to fund partnership investments and to lend funds under private corporate bond investments. The amounts of these unfunded commitments were ~~$1.5 billion and $1.4~~$1.9 billion at both June 30, ~~2018~~2019 and December 31, ~~2017, respectively.~~2018.

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

10. Contingencies, Commitments and Guarantees (continued)

Guarantees

In the normal course of its business, the Company has provided certain indemnities, guarantees and commitments to third parties such that it may be required to make payments now or in the future. In the context of acquisition, disposition, investment and other transactions, the Company has provided indemnities and guarantees, including those related to tax, environmental and other specific liabilities and other indemnities and guarantees that are triggered by, among other things, breaches of representations, warranties or covenants provided by the Company. In addition, in the normal course of business, the Company provides indemnifications to counterparties in contracts with triggers similar to the foregoing, as well as for certain other liabilities, such as third-party lawsuits. These obligations are often subject to time limitations that vary in duration, including contractual limitations and those that arise by operation of law, such as applicable statutes of limitation. In some cases, the maximum potential obligation under the indemnities and guarantees is subject to a contractual limitation ranging from $6 million to ~~$169~~$124 million, with a cumulative maximum of ~~$175~~$130 million, while in other cases such limitations are not specified or applicable. Since certain of these obligations are not subject to limitations, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these guarantees in the future. Management believes that it is unlikely the Company will have to make any material payments under these indemnities, guarantees, or commitments.

In addition, the Company indemnifies its directors and officers as provided in its charters and by-laws. Also, the Company indemnifies its agents for liabilities incurred as a result of their representation of the Company’s interests. Since these indemnities are generally not subject to limitation with respect to duration or amount, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these indemnities in the future.

The Company’s recorded liabilities were $1 million and $2 million at ~~both~~ June 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively, for indemnities, guarantees and commitments.

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

11. Related Party Transactions

The Company has various existing arrangements with its Brighthouse affiliates and had previous arrangements with MetLife for services necessary to conduct its activities. ~~Subsequent to the Separation, certain~~Certain of the MetLife services have continued, ~~as provided for under a master service agreement and various transition services agreements entered into in connection with the Separation.~~however, MetLife was no longer considered a related party upon the completion of the MetLife Divestiture on June 14, ~~2018. See~~2018 (see Note ~~1 for information regarding the MetLife Divestiture.~~

~~Non-Broker-Dealer Transactions~~

1). The ~~following table summarizes income~~Company has related party investment and ~~expense from~~debt transactions ~~with related parties (excluding broker-dealer transactions) for the periods indicated:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Income $ 11
$ 96
$ 60
$ (110 )
Expense $ 168
$ 209
$ 349
$ 409

~~The following table summarizes assets~~(see Notes 4 and ~~liabilities from transactions with related parties (excluding broker-dealer transactions) at:~~

June 30, 2018 December 31, 2017
(In millions)
Assets $ 5
$ 2,839
Liabilities $ 383
$ 2,675

~~The~~7). Other material arrangements between the Company and its related parties not disclosed elsewhere are as follows:

Reinsurance Agreements

The Company enters into reinsurance agreements primarily as a purchaser of reinsurance for its various insurance products and also as a provider of reinsurance for some insurance products issued by related parties. The Company participates in reinsurance activities in order to limit losses, minimize exposure to significant risks and provide additional capacity for future growth.

~~The Company has reinsurance agreements with its affiliate New England Life Insurance Company (“NELICO”) and certain MetLife, Inc. subsidiaries, including MLIC,Metropolitan Tower Life Insurance Companyand MetLife Reinsurance Company of Vermont, all of which were related parties until the completion of the MetLife Divestiture.~~

5744

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

11. Related Party Transactions (continued)

Information regarding the significant effects of reinsurance with ~~NELICO~~New England Life Insurance Company (“NELICO”) and former MetLife affiliates included on the interim condensed consolidated statements of operations and comprehensive income (loss) was as follows:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017			2018			2017			2019		2018			2019		2018
	(In millions)												(In millions)
Premiums
Reinsurance assumed	$	3		$	4		$	7		$	9		$	1	$	3		$	1	$	7
Reinsurance ceded	(105		)	(140		)	(201		)	(317		)	—		(105		)	—		(201		)
Net premiums	$	(102	)	$	(136	)	$	(194	)	$	(308	)	$	1	$	(102	)	$	1	$	(194	)
Universal life and investment-type product policy fees
Reinsurance assumed	$	21		$	24		$	47		$	50		$	2	$	21		$	3	$	47
Reinsurance ceded	2			(5		)	1			(18		)	—		2			—		1
Net universal life and investment-type product policy fees	$	23		$	19		$	48		$	32		$	2	$	23		$	3	$	48
Other revenues
Reinsurance assumed	$	—		$	28		$	1		$	28		$	—	$	—		$	1	$	1
Reinsurance ceded	6			39			18			39			—		6			—		18
Net other revenues	$	6		$	67		$	19		$	67		$	—	$	6		$	1	$	19
Policyholder benefits and claims
Reinsurance assumed	$	10		$	17		$	30		$	35		$	10	$	10		$	17	$	30
Reinsurance ceded	(93		)	(94		)	(177		)	(228		)	—		(93		)	—		(177		)
Net policyholder benefits and claims	$	(83	)	$	(77	)	$	(147	)	$	(193	)	$	10	$	(83	)	$	17	$	(147	)

Information regarding the significant effects of reinsurance with NELICO and former MetLife affiliates included on the interim condensed consolidated balance sheets was as follows at:



	June 30, 2019					December 31, 2018
	Assumed			Ceded		Assumed			Ceded
	(In millions)
Assets
Premiums, reinsurance and other receivables	$	22		$	—	$	21		$	—
Liabilities
Policyholder account balances	$	436		$	—	$	386		$	—
Other policy-related balances	$	9		$	—	$	14		$	—
Other liabilities	$	(29	)	$	—	$	(38	)	$	—

June 30, 2018 December 31, 2017
Assumed Ceded Assumed Ceded
(In millions)
Assets
Premiums, reinsurance and other receivables $ 19
$ —
$ 34
$ 3,254
Liabilities
Policyholder account balances $ 321
$ —
$ 436
$ —
Other policy-related balances $ 14
$ —
$ 1,683
$ —
Other liabilities $ (45 ) $ —
$ (8 ) $ 401

The Company assumes risks from NELICO related to guaranteed minimum benefits written directly by the cedent. The assumed reinsurance agreements contain embedded derivatives and changes in the estimated fair value are ~~also~~ included within net derivative gains (losses). The embedded derivatives associated with these agreements are included within policyholder account balances and were ~~$321~~$436 million and ~~$436~~$386 million at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Net derivative gains (losses) associated with the embedded derivatives were ($54) million and ($48) million for the three months and six months ended June 30, 2019, respectively, and $50 million and $117 million for the three months and six months ended June 30, 2018, ~~respectively, and ($7) million and $28 million for the three months and six months ended June 30, 2017,~~ respectively. In January 2017, the Company executed a novation and assignment agreement whereby it replaced MLIC as the reinsurer of certain variable annuities, including guaranteed minimum benefits, issued by NELICO. At the time of the~~novation and assignment, the transaction~~ resulted in an increase in cash and cash equivalents of $184 million, an increase in future policy benefits of $34 million, an increase in policyholder account balances of $219 million and a decrease in other liabilities of $68 million. The Company recognizedno~~gain or loss as a result of this transaction.~~

5845

Table of Contents

Brighthouse Life Insurance Company

(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

11. Related Party Transactions (continued)

The Company cedes risks to MLIC related to guaranteed minimum benefits written directly by the Company. The ceded reinsurance agreements contain embedded derivatives and changes in the estimated fair value are also included within net derivative gains (losses). The embedded derivatives associated with the cessions are included within premiums, reinsurance and other receivables and were $0 and $2 million at June 30, 2018 and December 31, 2017, respectively. Net derivative gains (losses) associated with the embedded derivatives were less than ($1) million for both three months and six months ended June 30, 2018, and $0 and ($125) million for the three months and six months ended June 30, 2017, respectively.

~~In May 2017, the Company and~~ ~~BHNY~~ recaptured from MLIC risks related to multiple life products ceded under yearly renewable term and coinsurance agreements. This recapture resulted in an increase in cash and cash equivalents of $214 million and a decrease in premiums, reinsurance and other receivables of $189 million. The Company recognized a gain of $17 million, net of income tax, as a result of this reinsurance termination.

In January 2017, MLIC recaptured risks related to guaranteed minimum benefit guarantees on certain variable annuities being reinsured by the Company. This recapture resulted in a decrease in investments and cash and cash equivalents of $568 million, a decrease in future policy benefits of $106 million, and a decrease in policyholder account balances of $460 million. In June 2017, there was an adjustment to the recapture amounts of this transaction, which resulted in an increase in premiums, reinsurance and other receivables of $140 million at June 30, 2017. The Company recognized a gain of $91 million and $89 million, net of income tax, for the three months and six months ended, as a result of this transaction.

In January 2017, the Company recaptured risks related to certain variable annuities, including guaranteed minimum benefits, issued by BHNY ceded to MLIC. This recapture resulted in a decrease in cash and cash equivalents of $150 million, an increase in future policy benefits of $45 million, an increase in policyholder account balances of $168 million and a decrease in other liabilities of $359 million. The Company recognized no gain or loss as a result of this transaction.

~~Financing Arrangements~~

Prior to the Separation, the Company had collateral financing arrangements with MetLife that were used to support reinsurance obligations arising under previously affiliated reinsurance agreements. The Company recognized interest expense for such arrangements of $24 million and $55 million for the three months and six months ended June 30, 2017, respectively. These arrangements were terminated in April 2017.

~~Investment Transactions~~

In the ordinary course of business, the Company had previously transferred invested assets, primarily consisting of fixed maturity securities, to and from former affiliates. See Note 4 for further discussion of the related party investment transactions.

Shared Services and Overhead Allocations

Brighthouse affiliates currently provide and previously MetLife ~~provide~~provided the Company certain services, which include, but are not limited to, treasury, financial planning and analysis, legal, human resources, tax planning, internal audit, financial reporting and information technology. The Company is charged for the MetLife services through a transition services agreement and allocated to the legal entities and products within the Company. When specific identification to a particular legal entity and/or product is not practicable, an allocation methodology based on various performance measures or activity-based costing, such as sales, new policies/contracts issued, reserves, and in-force policy counts is used. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of costCosts incurred ~~by the Company and/or affiliate. Management believes that the methods used to allocate expenses~~ under these arrangements ~~are reasonable. Expenses incurred~~ with ~~the~~ Brighthouse affiliates, as well as with MetLife prior to the MetLife Divestiture, were $283 million and ~~MetLife related to these arrangements, recorded in other expenses, were~~$572 million for the three months and six months ended June 30, 2019, respectively, and $254 million and $501 million for the three months and six months ended June 30, 2018, respectively, and ~~$240~~were recorded in other expenses. Revenues received from affiliates related to these agreements, recorded in universal life and investment-type product policy fees, were $55 million and ~~$432~~$109 million for the three months and six months ended June 30, ~~2017,~~2019, respectively, and $59 million and $120 million for the three months and six months ended June 30, 2018, respectively.

The Company had net receivables (payables) from/to affiliates, related to the items discussed above, of ($65) million and ($50) million at June 30, 2019 and December 31, 2018, respectively.

Brighthouse affiliates incur costs related to the establishment of services and infrastructure to replace those previously provided by MetLife. The Company is charged a fee to reflect the value of the available infrastructure and services provided by these costs. While management believes ~~that~~ the method used to allocate expenses under this arrangement is reasonable, the allocated expenses may not be indicative of those of a stand-alone entity. If expenses were allocated to the Company under this arrangement as incurred by Brighthouse affiliates, the Company would not have incurred additional expenses ~~under this arrangement~~for the three months and six months ended June 30, 2019. The Company would have incurred additional expenses of $53 million and $98 million under this arrangement for the three months and six months ended June 30, 2018, respectively.

Broker-Dealer Transactions

The related party expense for the Company was commissions paid on the sale of variable products and passed through to the broker-dealer affiliate. The related party revenue for the Company was fee income passed through the broker-dealer affiliate from trusts and mutual funds whose shares serve as investment options of policyholders of the Company. Fee income received related to these transactions and recorded in other revenues was $51 million and $101 million for the three months and six months ended June 30, 2019, respectively, $55 million and $111 million for the three months and six months ended June 30, 2018, respectively. Commission expenses incurred related to these transactions and recorded in other expenses was $206 million and $400 million for the three months and six months ended June 30, 2019, respectively, and $162 million and $326 million for the three months and six months ended June 30, 2018, respectively. The Company ~~would have incurred no additional expenses under this arrangement in 2017.~~

~~Table of Contents~~

~~Brighthouse Life Insurance Company~~

~~(An Indirect Wholly-Owned Subsidiary of Brighthouse Financial, Inc.)~~

~~Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)~~

~~11. Related Party Transactions (continued)~~

~~Broker-Dealer Transactions~~

Beginning in March 2017, Brighthouse Securities, LLC, a registered broker-dealer affiliate, began distributing certain of the Company’s existing and future variable insurance products, and the MetLife broker-dealers discontinued such distributions. Prior to March 2017, the Company recognizedalso had related party revenues and expenses arising from transactions with MetLife broker-dealers that previously sold the Company’s variable annuity and life products. The related party expense for the Company was commissions collected on the sale of variable products by the Company and passed through to the broker-dealer. The related party revenue for the Company was fee income ~~from trusts and mutual funds whose shares serve as investment options~~receivables of ~~policyholders of the Company.~~

~~The following table summarizes income~~ $17 million at both June 30, 2019and ~~expense from transactions with related party broker-dealers for the periods indicated:~~

Three Months
Ended
June 30, Six Months
Ended
June 30,
2018 2017 2018 2017
(In millions)
Fee income $ 55
$ 56
$ 111
$ 110
Commission expense $ 162
$ 194
$ 326
$ 320

~~The following table summarizes assets from transactions with related party broker-dealers at:~~

June 30, 2018 December 31, 2017
(In millions)
Fee income receivables $ 18
$ 19
December 31, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations



	Page
Introduction	6248
Overview	6248
~~Regulatory Developments~~	63
Summary of Critical Accounting Estimates	6550
Non-GAAP and Other Financial Disclosures	6550
~~Segment Capital~~Results of Operations	6752
~~Results of Operations~~	68
Note Regarding Forward-Looking Statements	7356

Introduction

For purposes of this discussion, unless otherwise mentioned or unless the context indicates otherwise, “BLIC,” the “Company,” “we,” “our” and “us” refer to Brighthouse Life Insurance Company (formerly, MetLife Insurance Company USA), a Delaware corporation originally incorporated in Connecticut in 1863, and its subsidiaries. Brighthouse Life Insurance Company is a wholly-owned subsidiary of Brighthouse Holdings, LLC, which is a wholly-owned subsidiary of Brighthouse Financial, Inc. (together with its subsidiaries and affiliates, “Brighthouse”). Management’s narrative analysis of the results of operations is presented pursuant to General Instruction H(2)(a) of Form 10-Q. This narrative analysis should be read in conjunction with (i) the unaudited interim condensed consolidated financial statements and related notes included elsewhere herein; (ii) our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on March ~~22, 2018~~5, 2019 (the ~~“2017~~“2018 Annual Report”); (iii) our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2018~~2019 (the “First Quarter Form 10-Q”) filed with the SEC on May ~~10, 2018;~~8, 2019; and (iv) our current reports on Form 8-K filed in ~~2018.~~2019.

The term “Separation” refers to the separation of MetLife, Inc.’s (together with its subsidiaries and affiliates, “MetLife”) former Brighthouse Financial segment from MetLife’s other businesses and the creation of a separate, publicly traded company, Brighthouse Financial, Inc., (we use the term “BHF” to ~~hold the assets (including the equity interests of certain MetLife, Inc. subsidiaries, including the Company) and liabilities associated with MetLife, Inc.’s former~~refer solely to Brighthouse Financial, ~~segment from~~Inc., and ~~after the Distribution; the term “Distribution” refers~~not to any of its subsidiaries), as well as the distribution on August 4, 2017 of 96,776,670, or 80.8%, of the 119,773,106 shares of ~~Brighthouse Financial, Inc.~~BHF common stock outstanding immediately prior to the ~~Distribution~~distribution date by MetLife, Inc. to ~~shareholders~~holders of MetLife, Inc. common stock as of the record date for the ~~Distribution.~~distribution. The term “MetLife Divestiture” refers to the disposition by MetLife, Inc. on June 14, 2018 of all its remaining shares of ~~Brighthouse Financial, Inc.~~BHF common stock. Effective with the MetLife Divestiture, MetLife, Inc. and its subsidiaries and affiliates are no longer considered related parties to Brighthouse Financial, Inc. and its subsidiaries and affiliates.

Overview

We offer a range of individual annuities and individual life insurance products. We are licensed and regulated in each U.S. jurisdiction where we conduct insurance business. Brighthouse Life Insurance Company is licensed to issue insurance products in all U.S. states (except New York), the District of Columbia, the Bahamas, Guam, Puerto Rico, the British Virgin Islands and the U.S. Virgin Islands. Our insurance subsidiary, Brighthouse Life Insurance Company of NY (“BHNY”), is only licensed to issue insurance products in New York.

For operating purposes, we have established three segments: (i) Annuities, (ii) Life and (iii) Run-off, which consists of operations relating to products we are not actively selling and which are separately managed. In addition, we report certain of our results of operations ~~not included in the segments~~ in Corporate & Other. See “Business — Segments and Corporate & Other” included in the ~~2017~~2018 Annual Report ~~and~~along with Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements for further information on our segments and Corporate & Other.

See Note 1 of the Notes to the Interim Condensed Consolidated Financial Statements for information regarding the adoption of new accounting pronouncements in ~~2018.~~

~~Changes in Accounting Standards~~

~~Our financial statements are subject to the application of GAAP, which is periodically revised by the Financial Accounting Standards Board (“FASB”).~~

The FASB exposed several proposed amendments to the accounting for long-duration insurance contracts in 2016, and on June 6, 2018 voted to issue a final accounting standards update (“ASU”) effective January 1, 2021. The proposed ASU would require all guarantees associated with our variable annuity business to be accounted for at fair value, with changes in fair value reported in net income (excluding the change in fair value attributable to nonperformance risk, which would be reported in other comprehensive income). The proposed ASU would also require more frequent updating of assumptions for other long-duration insurance contract liabilities and changes to the amortization of deferred acquisition costs. It is not possible at this time to predict the impact to our financial statements from the proposed ASU as the final guidance has not been issued and the implementation will likely take several years to complete. Any required adoption of changes to long-duration insurance contracts could have a material adverse effect on our stockholders’ equity and results of operations, including our net income.

~~Regulatory Developments~~

We and our life insurance subsidiaries, Brighthouse Reinsurance Company of Delaware and BHNY, are regulated primarily at the state level, with some products and services also subject to federal regulation. Furthermore, some of our operations, products and services are subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), consumer protection laws, securities, broker-dealer and investment advisor regulations, and environmental and unclaimed property laws and regulations.

2019.

NAIC

~~In 2015, the~~The National Association of Insurance Commissioners (“NAIC”) is an organization, whose mission is to assist state insurance regulatory authorities in serving the public interest and achieving the insurance regulatory goals of its members, the state insurance regulatory officials. Through the NAIC, state insurance regulators establish standards and best practices, conduct peer reviews, and coordinate their regulatory oversight. The NAIC provides standardized insurance industry accounting and reporting guidance through its Accounting Practices and Procedures Manual (the ~~“NAIC”~~“Manual”) ~~commissioned an initiative~~, which states have largely adopted by regulation. However, statutory accounting principles continue to ~~identify changes~~be established by individual state laws, regulations and permitted practices, which may differ from the Manual. Changes to the Manual or modifications by the various states may impact our statutory capital and surplus.

The NAIC adopted a revised framework for statutory accounting, reserve and capital requirements for variable annuities ~~that can remove or~~in August 2018. The framework is designed to mitigate the motivation for insurers to engage in captive reinsurance ~~transactions. In September 2015, a third-party consultant engaged~~transactions by the NAIC provided the NAIC with a preliminary report identifying motivations for using variable annuity captives. In August 2016, the third-party consultant released several sets of recommendations regardingmaking improvements to Actuarial Guideline 43 (“AG 43”) and the Life ~~Risk-Based~~Risk Based Capital C3 Phase II ~~Instructions~~ (“RBC C3 Phase II”) ~~reserve~~capital requirements. ~~These recommendations generally focus on~~The changes to AG 43 and RBC C3 Phase II are intended to (i) ~~mitigating~~mitigate the asset-liability accounting mismatch between hedge instruments and statutory instruments and statutory liabilities, (ii) ~~removing~~remove the non-economic volatility in statutory capital charges and the resulting solvency ratios and (iii) ~~facilitating~~facilitate greater harmonization across insurers and their products for greater comparability. ~~After considering recommendations from the third-party consultant and industry,~~On August 6, 2019, the NAIC requested the third-party consultant to undertake a study to evaluate and parameterize the recommended structural revisions further. That work occurred between February and October 2017, and in December 2017, the third-party consultant issued a report containing 28 recommended revisionsadopted changes to AG 43 and submitted the RBC C3 Phase II ~~reserve requirements. Over the next few months,~~changes for NAIC Executive Committee and Plenary consent (which will be adopted after 10 days, unless otherwise objected to in accordance with the NAIC held multiple public conference calls to allow state insurance regulators, industry representatives, actuaries and the third-party consultant to discuss and refine the proposed recommendations. In July 2018, the regulators on the NAIC working group and committee overseeing the revised framework proposal reached consensus on the proposed recommendations and presented such revisions forbylaws). The changes will become effective as of January 1, 2020, with early adoption ~~by the NAIC Executive and Plenary (the “Plenary”), a body comprised~~permitted as of all U.S. state insurance commissioners and the NAIC Executive Committee. On August 7, 2018 the Plenary formally approved the revised framework proposal as amended by the regulators during their discussion. After adoption by the Plenary, other NAIC working groups and task forces will consider specific revisions to AG 43 and RBC C3 Phase II reserve requirements in order to implement the agreed-upon recommendations. December 31, 2019.

The adopted ~~framework~~changes will apply to all of our existing variable annuity business and may materially change the sensitivity of reserve and capital requirements to capital markets including interest rate, equity markets and volatility, our estimates of which historically did not reflect the impact of variable annuity capital reform or changes in tax rates, as well as prescribed assumptions for policyholder behavior. ~~Since the implementation details are very early in their development, it is~~We have not ~~possible to predict~~yet determined what impacts this reform will have on current risk mitigation and hedging programs. See “Risk Factors — Regulatory and Legal Risks — Our business is highly regulated, and changes in regulation and in supervisory and enforcement policies may materially impact our capitalization or cash flows, reduce our profitability and limit our growth” ~~included~~ in ~~the 2017~~our 2018 Annual Report.

In addition, following the reduction in the ~~federal corporate income~~statutory tax rate pursuant to the Tax Cuts and Jobs Act (the “Tax Act”), the NAIC reviewed the methodology by which taxes are incorporated into the risk-based capital (“RBC”) calculation. On August 7, 2018 the NAIC Executive Committee and Plenary, a body comprised of all U.S. state insurance commissioners and the NAIC Executive Committee, adopted changes to the RBC calculation effective December 31, 2018 to reflect the lower ~~corporate income~~statutory tax ~~rates,~~rate, which ~~will result~~resulted in a reduction to our insurance subsidiaries’ RBC ratios. ~~If such revisions to~~As of the ~~NAIC’s RBC calculation would result in a reduction in~~date of the ~~RBC ratio for one or more~~most recent annual statutory financial statements filed with insurance regulators, the total adjusted capital of each of our insurance subsidiaries ~~below certain prescribed~~was in excess of RBC levels ~~we may be~~ required to hold additional capital in such subsidiary or subsidiaries. “Risk Factors — Regulatory and Legal Risks — A decrease in our RBC ratio (as a result of a reduction in statutory surplus and/or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by ~~insurance regulators and rating agencies and have a material adverse effect on our results of operations and financial condition” included in the 2017 Annual Report.~~regulators.

The NAIC has adopted a new approach for the calculation of life insurance reserves, known as principle-based reserving (“PBR”). PBR became operative on January 1, 2017 in those states where it has been adopted, to be followed by a three-year phase-in period for business issued on or after this date. With respect to the states in which our insurance subsidiaries are domiciled, the Delaware Department of Insurance implemented PBR on January 1, 2017, and New York enacted legislation adopting PBR in December 2018. At the same time, the New York Department of Financial Services ~~(“NYDFS”) has publicly stated its intention~~adopted a temporary regulation to implement ~~this approach, subject to~~PBR while it develops a ~~working group of the NYDFS establishing the necessary reserves safeguards and the adopting of enabling~~final regulation. PBR legislation ~~by the New York legislature. The New York legislature enacted legislation adopting PBR~~was signed into law in ~~June 2018, but the legislation has not yet been delivered to the Governor for approval or veto.~~Massachusetts in January 2019. See “Risk Factors — Regulatory and Legal Risks — Our business is highly regulated, and changes in regulation and in supervisory and enforcement policies may materially impact our capitalization or cash flows, reduce our profitability and limit our growth” ~~included~~ in ~~the 2017~~our 2018 Annual Report.

The NAIC is considering revisions to RBC factors for bonds and real estate, as well as developing RBC charges for longevity risk. We cannot predict the impact of any potential proposals that may result from these studies.

We can give no assurances that any of our expectations will be met regarding the capital and reserve impacts or compliance costs, if any, that may result from the above initiatives.

~~New York~~Standard of Conduct Regulation ~~187~~

The NAIC, as well as certain state regulators, are currently considering implementing regulations that would apply an impartial conduct standard to recommendations made in connection with certain annuities and, in the caseAs a result of New York, life insurance policies. In particular, on July 18, 2018, the NYDFS issued a final version of Regulation 187, which adopts a “best interest” standard for the sale of life insurance and annuity products in New York. The regulation requires a consumer’s best interest, and not the financial interests of a producer or insurer, to influence a producer’s recommendation as to which life insurance or annuity product a consumer should purchase. Regulation 187 will become effective for annuity products on August 1, 2019 and for life insurance products on February 1, 2020. We are continuing to assess the impact of the regulation on our business. The regulation, when implemented, may have adverse effects on our business and consolidated results of operations.

~~Department of Labor and ERISA Considerations~~

We manufacture annuities for third parties to sell to tax-qualified pension plans, retirement plans and individual retirement accounts and annuities (“IRAs”), as well as individual retirement annuities sold to individuals that are subject to ERISA or the Internal Revenue Code of 1986, as amended (the “Code”). Also, a portion of our in-force life insurance products are held by tax-qualified pension and retirement plans. While we currently believe manufacturers do not have as much exposure to ERISA and the Code as distributors, certain activities are subject to the restrictions imposed by ERISA and the Code, including the requirement under ERISA that fiduciaries of a Plan subject to Title I of ERISA (an “ERISA Plan”) must perform their duties solely in the interests of the ERISA Plan participants and beneficiaries, and those fiduciaries may not cause a covered plan to engage in certain prohibited transactions. The applicable provisions of ERISA and the Code are subject to enforcementoverlapping efforts by the Department of Labor, ~~(“DOL”),~~ the ~~Internal Revenue Service (“IRS”)~~NAIC, individual states, and the ~~Pension Benefit Guaranty Corporation.~~

~~In addition, the prohibited transaction rules of ERISA and the Code generally restrict the provision of investment advice~~SEC to ERISA qualified plans, plan participants and IRAs if the investment recommendation results in fees paid to an individual advisor, the firm that employs the advisor or their affiliates that vary according to the investment recommendation chosen. Similarly, without an exemption, fiduciary advisors are prohibited from receiving compensation from third partiesimpose fiduciary-like requirements in connection with ~~their advice. ERISA also affects certain~~the sale of ~~our in-force~~annuities, life insurance policies and securities, which are each discussed in more detail below, there have been a number of proposed or adopted changes to the laws and regulations that govern the conduct of our business and the firms that distribute our products. As a manufacturer of annuity ~~contracts, as well as~~and life insurance ~~policies~~products, we do not directly distribute our products to consumers. However, regulations establishing standards of conduct in connection with the distribution and ~~annuity contracts we~~sale of these products could affect our business by imposing greater compliance, oversight, disclosure and notification requirements on our distributors and/or us, which may ~~sell~~ in ~~the future.~~

~~The DOL issued regulations (the “Fiduciary Rule”) that became applicable on June 9, 2017 but were subsequently vacated by the Fifth Circuit Court~~either case increase our costs or limit distribution of Appeals effective June 21, 2018. While the Fiduciary Rule was effective, it substantially expanded the definition of “investment advice,” thereby broadening the circumstances under which distributors and manufacturers could be considered fiduciaries under ERISA or the Code, and subject to an impartial or “best interests” standard in providing such advice. Under the rule, certain communications with plans, plan participants and IRA holders, including the marketing of products, and marketing of investment management or advisory services, were deemed fiduciary investment advice, thus, causing increased exposure to fiduciary liability if the distributor did not recommend what was in the client’s best interests.

~~It is uncertain whether the DOL will propose new investment advice fiduciary regulations to replace the nullified Fiduciary Rule.~~our products. We cannot predict what other proposals may be made, what legislation or regulations may be introduced or enacted, or what impact any ~~such~~future legislation or regulations may have on our business, results of operations and financial condition. See ~~“— NAIC” above and~~ “Risk Factors — Regulatory and Legal Risks — ~~NAIC - Existing~~Our business is highly regulated, and ~~proposed insurance regulation”~~changes in regulation and in supervisory and enforcement policies may materially impact our capitalization or cash flows, reduce our profitability and limit our growth — Standard of Conduct Regulation” in our ~~2017~~2018 Annual ~~Report~~Report.

New SEC Rules Addressing Standards of Conduct for Broker-Dealers

On June 5, 2019, the SEC adopted a ~~discussion~~comprehensive set of ~~efforts~~rules and interpretations for broker-dealers and investment advisers, including new Regulation Best Interest. Among other things, the package of new regulations (i) requires broker-dealers to act in the best interest of their retail clients without placing their own interests ahead of those of their clients when providing securities recommendations or advice; (ii) clarifies the nature of the fiduciary obligations owed by registered investment advisers to their clients; (iii) imposes new disclosure requirements on broker-dealers and investment advisers aimed at ensuring investors understand the nature of their relationship with their investment professionals and, in the case of broker-dealers, disclosing all material facts about conflicts of interest; and (iv) restricts broker-dealers and their financial professionals from using certain compensation practices and the terms “adviser” or “advisor.” The intent of Regulation Best Interest is to impose an enhanced standard of care on broker-dealers which is more similar to that of an investment adviser. Among other things, this would require broker-dealers to mitigate conflicts of interest arising from financial incentives in selling securities products.

Regulation Best Interest may change the way broker-dealers sell securities such as variable annuities to their customers. Moreover, it may impact broker-dealer sales of other annuity products that are not securities because it could be difficult for broker-dealers to differentiate their sales practices. Per the timeline established by the ~~NAIC~~SEC, broker-dealers will be required to comply with the requirements of Regulation Best Interest beginning June 30, 2020. Given the complexity of this package of regulations and ~~state regulators to include a “best interest”~~the fact that it was just recently adopted, its likely impact on the distribution of our products is uncertain. It is also unclear whether Regulation Best Interest will have any preemptive effect on similar existing or forthcoming state-level standard ~~as part~~ of ~~their suitability requirements. This uncertainty could create confusion among our distribution partners, which could negatively impact product sales.~~conduct regulations.

Summary of Critical Accounting Estimates

The most critical estimates include those used in determining:


(i)	liabilities for future policy benefits;


(ii)	accounting for reinsurance;


(iii)	capitalization and amortization of deferred policy acquisition costs (“DAC”) ~~and the establishment~~ and amortization of value of business acquired (“VOBA”);


(iv)	estimated fair values of investments in the absence of quoted market values;


(v)	investment impairments;


(vi)	estimated fair values of freestanding derivatives and the recognition and estimated fair value of embedded derivatives requiring bifurcation;


(vii)	measurement of income taxes and the valuation of deferred tax assets; and


(viii)	liabilities for litigation and regulatory matters.

In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to our business and operations. Actual results could differ from these estimates.

The above critical accounting estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Summary of Critical Accounting Estimates” and Note 1 of the Notes to the Consolidated Financial Statements included in the ~~2017~~2018 Annual Report.

Non-GAAP and Other Financial Disclosures

Our definitions of the non-GAAP and other financial measures may differ from those used by other companies.

Non-GAAP Financial Disclosures

Adjusted Earnings

In this report, we present adjusted earnings, which excludes net income (loss) attributable to noncontrolling interests, as a measure of our performance that is not calculated in accordance with GAAP. We believe that this non-GAAP financial measure highlights our results of operations and the underlying profitability drivers of our business, as well as enhances the understanding of our performance by the investor community. However, adjusted earnings should not be viewed as a substitute for net income (loss), attributable to Brighthouse Life Insurance Company, which is the most directly comparable financial measure calculated in accordance with GAAP. See “— Results of Operations” for a reconciliation of adjusted earnings to net income (loss). attributable to Brighthouse Life Insurance Company.

Adjusted earnings, which may be positive or negative, is used by management to evaluate performance, allocate resources and facilitate comparisons to industry results. This financial measure focuses on our primary businesses principally by excluding the impact of market volatility, which could distort ~~trends, as well as businesses that have been or will be sold or exited by us, referred to as divested businesses.~~

trends.

The following are ~~the~~ significant items excluded from total revenues, net of income tax, in calculating adjusted earnings:

Net investment gains (losses);

The following are ~~the~~ significant items excluded from total expenses, net of income tax, in calculating adjusted earnings:

Amounts associated with benefits and hedging costs related to GMIBs (“GMIB Costs”);

Amortization of DAC and VOBA related to (i) net investment gains (losses), (ii) net derivative gains (losses), (iii) GMIB Fees and GMIB Costs and (iv) Market Value Adjustments.

The tax impact of the adjustments mentioned ~~are~~is calculated net of the ~~U.S.~~ statutory tax rate, which could differ from our effective tax rate.

We present adjusted earnings in a manner consistent with management’s view of the primary business activities that drive the profitability of our core businesses. The following table illustrates how each component of adjusted earnings is calculated from the GAAP statement of operations line items:



Component of Adjusted Earnings		How Derived from GAAP (1)
(i)	Fee income	(i)	Universal life and investment-type policy fees (excluding (a) unearned revenue adjustments related to net investment gains (losses) and net derivative gains (losses) and (b) GMIB Fees) plus Other revenues (excluding other revenues associated with related party reinsurance) and amortization of deferred gain on reinsurance.
(ii)	Net investment spread	(ii)	Net investment income ~~(excluding securitization entities income)~~ plus Investment Hedge Adjustments and interest received on ceded fixed annuity reinsurance deposit funds reduced by Interest credited to policyholder account balances and interest on future policy benefits.
(iii)	Insurance-related activities	(iii)	Premiums less Policyholder benefits and claims (excluding (a) GMIB Costs, (b) Market Value Adjustments, (c) interest on future policy benefits and (d) amortization of deferred gain on reinsurance) plus the pass through of performance of ceded separate account assets.
(iv)	Amortization of DAC and VOBA	(iv)	Amortization of DAC and VOBA (excluding amounts related to (a) net investment gains (losses), (b) net derivative gains (losses), (c) GMIB Fees and GMIB Costs and (d) Market Value Adjustments).
(v)	Other expenses, net of DAC capitalization	(v)	Other expenses reduced by capitalization of ~~DAC and securitization entities expense.~~DAC.
(vi)	Provision for income tax expense (benefit)	(vi)	Tax impact of the above items.

______________

~~(1) Italicized items indicate GAAP statement of operations line items.~~


(1)	Italicized items indicate GAAP statement of operations line items.

Consistent with GAAP guidance for segment reporting, adjusted earnings is also our GAAP measure of segment performance. Accordingly, we report adjusted earnings by segment in Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements.

Other Financial Disclosures

~~The following additional information is relevant to an understanding of our performance results:~~

We sometimes refer to sales activity for various products. Statistical sales information for life sales are calculated using the LIMRA (Life Insurance Marketing and Research Association) definition of sales for core direct sales, excluding ~~company sponsored~~company-sponsored internal exchanges, corporate-owned life insurance, bank-owned life insurance, and private placement variable universal life insurance. Annuity sales consist of 10% of direct statutory premiums, excluding ~~company sponsored~~company-sponsored internal exchanges. These sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity.

~~Allocated equity is the portion of common stockholder’s equity that management allocated to each of its segments prior to 2018. See “— Segment Capital” and Note~~ 2~~of the Notes to the Interim Condensed Consolidated Financial Statements for further information.~~

~~Segment Capital~~

Beginning in the first quarter of 2018, we changed the methodology for how capital is allocated to segments and, in some cases, products. Segment investment and capitalization targets are now based on statutory oriented risk principles and metrics. Segment invested assets backing liabilities are based on net statutory liabilities plus excess capital. For our variable annuity business, the excess capital held is based on the target statutory total asset requirement consistent with our variable annuity risk management strategy discussed in the 2017 Annual Report. For insurance businesses other than variable annuities, excess capital held is based on a percentage of required statutory RBC. Assets in excess of those allocated to the segments, if any, are held in Corporate & Other. Segment net investment income reflects the performance of each segment’s respective invested assets.

We refer to this change in methodology as the “Portfolio Realignment.” While this change had no effect on our consolidated net income (loss) or adjusted earnings, it did, and we expect will continue to, impact segment results. Prior period segment results were not recast for this change in methodology as the inventory of assets has changed over time. Therefore, it is not reasonably possible to replicate the asset transfers as of prior periods and estimating such would not provide a meaningful comparison. In the future, management will evaluate, on a periodic basis, the excess capital held by each segment and may rebalance or move capital between segments based on market changes or changes in our statutory metrics.

Previously, invested assets held in the segments were based on net GAAP liabilities. Excess capital was retained in Corporate & Other and allocated to segments based on an internally developed statistics based capital model intended to capture the material risks to which we were exposed (referred to as “allocated equity”). Surplus assets in excess of the combined allocations to the segments were held in Corporate & Other with net investment income being credited back to the segments at a predetermined rate. Any excess or shortfall in net investment income from surplus assets was recognized in Corporate & Other.

Management is responsible for the periodic review and enhancement of the capital allocation model to ensure it remains consistent with the Company’s overall objectives and emerging industry practices.

Results of Operations

Consolidated Results for the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

Business Overview.~~We continue~~Annuity sales increased 35% compared to ~~evaluate our product offerings with~~ the ~~goal to provide new products that are simpler, more transparent and provide value to our advisors, clients and shareholders. New business efforts in both 2017 and 2018 centered on the sale~~prior period driven by higher sales of our suite of structured annuities consisting of products marketed under various names (collectively, “Shield Annuities”), ~~which~~fixed indexed annuities and fixed annuities.

A significant portion of our net income is driven by separate account balances related to our variable annuity business. Most directly, these balances determine asset-based fee income but they also impact DAC amortization and asset-based commissions. Separate account balances are driven by sales, movements in the market, surrenders, withdrawals, benefit payments, transfers and policy charges. Variable annuities separate account balances increased ~~41%~~for the six months ended June 30, 2019, compared to ~~the first half of 2017. In addition, as part of our distribution agreement with Massachusetts Mutual Life Insurance Company, we launched a new fixed index annuity product in the second half of 2017.~~December 31, 2018, driven by positive equity market performance, partially offset by negative net flows and policy charges.

Unless otherwise noted, all amounts in the following discussions of our results of operations are stated before income tax except for adjusted earnings, which are presented net of income tax.


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(In millions)						(In millions)
Revenues
Premiums	$	435		$	379		$	443		$	435
Universal life and investment-type product policy fees	1,621			1,570			1,465			1,621
Net investment income	1,572			1,499			1,706			1,572
Other revenues	149			199			131			149
Net investment gains (losses)	(78		)	(55		)	46			(78		)
Net derivative gains (losses)	(565		)	(902		)	(1,202		)	(565		)
Total revenues	3,134			2,690			2,589			3,134
Expenses
Policyholder benefits and claims	1,507			1,670			1,554			1,507
Interest credited to policyholder account balances	520			542			508			520
Capitalization of DAC	(151		)	(128		)	(179		)	(151		)
Amortization of DAC and VOBA	516			647			174			516
Interest expense on debt	(2		)	57			26			(2		)
Other expenses	997			967			1,042			997
Total expenses	3,387			3,755			3,125			3,387
Income (loss) before provision for income tax	(253		)	(1,065		)	(536		)	(253		)
Provision for income tax expense (benefit)	(87		)	(436		)	(145		)	(87		)
Net income (loss)	$	(166	)	$	(629	)	(391		)	(166		)
Less: Net income (loss) attributable to noncontrolling interests							1			—
Net income (loss) attributable to Brighthouse Life Insurance Company							$	(392	)	$	(166	)

The table below shows the components of net income (loss)~~, in addition to adjusted earnings.~~.


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(In millions)						(In millions)
GMLB Riders	$	(336	)	$	(889	)	$	(1,600	)	$	(336	)
Other derivative instruments	(480		)	(109		)	478			(480		)
Net investment gains (losses)	(78		)	(55		)	46			(78		)
Other adjustments	40			(30		)	(41		)	40
Adjusted earnings before provision for income tax	601			18
Income (loss) before provision for income tax	(253		)	(1,065		)
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests							580			601
Net income (loss) before provision for income tax							(537		)	(253		)
Provision for income tax expense (benefit)	(87		)	(436		)	(145		)	(87		)
Net income (loss)	$	(166	)	$	(629	)
Net income (loss) attributable to Brighthouse Life Insurance Company							$	(392	)	$	(166	)

Six Months Ended June 30, ~~2018~~2019 Compared with the Six Months Ended June 30, ~~2017~~2018

~~Overview.The~~Net loss before provision for income tax ~~in the current period decreased $812~~was $537 million ($~~463~~392 million, net of income tax) ~~when compared to the~~, an increased loss of $284 million ($226 million, net of income tax) from a loss before provision for income tax of $253 million ($166 million, net of income tax) in the prior period.

The ~~lower net~~increased loss in income before provision for income tax was driven ~~primarily~~ by the following key unfavorable items:

higher ~~adjusted earnings as well as favorable changes in GMLB Riders and other adjustments (described below), partially offset by unfavorable changes in other derivative instruments.~~

~~GMLB Riders.Results~~losses from ~~GMLB Riders reflect (i) changes in the carrying value of~~ guaranteed minimum living benefits (“~~GMLBs”~~GMLB”) ~~liabilities, including GMIBs, guaranteed minimum withdrawal benefits and guaranteed minimum accumulation benefits; (ii) changes~~Riders, discussed in the fair value of the hedges and reinsurance of GMLB liabilities; (iii) the fees earned from GMLB liabilities; and (iv) the related DAC and VOBA amortization offsets to each of the preceding components (collectively, “GMLB Riders”).

GMLB Riders had a favorable impact on comparative results of $553 million as favorable results from the related hedges were partially offset by decreases from DAC offsets. For a detailed discussion of GMLB Riders, seegreater detail in “— GMLB Riders for the Six Months Ended June 30, ~~2018~~2019 and ~~2017.~~2018;”

~~Other Derivative Instruments~~. We have other derivative instruments, in addition to the hedges and embedded derivatives included in GMLB Riders, for which changes in fair value are recognized in net derivative gains (losses). Changes in the fair value of other derivative instruments had an unfavorable impact on comparative results of $371 million.

~~Freestanding Derivatives.~~ Changes in the fair value of freestanding derivatives had an unfavorable impact on comparative results of $566 million, primarily due to the impact of changes in interest rates on the fair value of our interest rate swaps.

~~Embedded Derivatives.~~ Changes in the fair value of embedded derivatives had a favorable impact on comparative results of $195 million, primarily due to an unfavorable impact in the prior period on our Shield Annuities liabilities from an increase in underlying equity index levels. In connection with the transition to our new variable annuity hedging program, changes in the fair value of the Shield Annuities liabilities are included in the hedging program component of GMLB Riders beginning in the third quarter of 2017 on a prospective basis.

~~Net Investment Gains (Losses).Net investment gains (losses) had an unfavorable impact on comparative results of$23 million, primarily due to~~ higher current period net losses on sales of U.S. Treasuries due to portfolio repositioning actions and higher current period net losses on commercial mortgage loans. These losses were partially offset by higher current period net gains on real estate joint ventures and prior period net losses on disposals of other limited partnership interests.

~~Other Adjustments.Other adjustments to determine adjusted earnings had a favorable impact on comparative results of $70 million, primarily due to lower~~ policyholder benefits and claims, included in other adjustments, resulting from the adjustment for market performance related to participating products in ~~our run-off business.~~the Run-off segment; and

~~Adjusted Earnings~~. ~~Adjusted~~lower adjusted earnings, discussed in greater detail below.

The increased loss in income before provision for income tax ~~increased $583 million ($432 million,~~was partially offset by the following key favorable items:

current period gains on interest rate swaps and swaptions in our universal life with secondary guarantees hedge program from declining long-term interest rates, and

higher net ~~of income tax) for the six months ended June 30, 2018, compared to the prior period. Adjusted earnings are discussed in greater detail below.~~investment gains reflecting:


◦	current period net gains on sales of fixed maturity securities compared to prior period net losses; and


◦	current period net mark-to-market gains on equity securities compared to prior period net losses,

~~Income Tax Expense (Benefit)~~. ~~Income tax benefit for the six months ended June 30, 2018 was $87 million, or 34% of income (loss) before~~partially offset by


◦	prior period net gains on real estate limited partnerships.

The provision for income tax in the current period led to an effective tax rate of 27%, compared to ~~an income tax benefit of $436 million, or 41% of income (loss) before provision for income tax, for~~34% in the ~~six months ended June 30, 2017.~~prior period. Our effective tax ~~rates typically differ~~rate primarily differs from the ~~U.S.~~ statutory ~~rates primarily~~tax rate due to the impacts of the ~~dividend~~dividends received deductions and ~~utilization of~~ tax credits.

Reconciliation of ~~net income (loss)~~Net Income (Loss) Attributable to ~~adjusted earnings~~Brighthouse Life Insurance Company to Adjusted Earnings


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(In millions)						(In millions)
Net income (loss)	$	(166	)	$	(629	)
Net income (loss) attributable to Brighthouse Life Insurance Company							$	(392	)	$	(166	)
Add: Provision for income tax expense (benefit)	(87		)	(436		)	(145		)	(87		)
Income (loss) before provision for income tax	(253		)	(1,065		)
Net income (loss) before provision for income tax							(537		)	(253		)
Less: GMLB Riders	(336		)	(889		)	(1,600		)	(336		)
Less: Other derivative instruments	(480		)	(109		)	478			(480		)
Less: Net investment gains (losses)	(78		)	(55		)	46			(78		)
Less: Other adjustments	40			(30		)	(41		)	40
Adjusted earnings before provision for income tax	601			18
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests							580			601
Less: Provision for income tax expense (benefit)	93			(58		)	90			93
Adjusted earnings	$	508		$	76		$	490		$	508

Consolidated Results for the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018 — Adjusted Earnings

The following table presents the components of adjusted earnings:


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(In millions)						(In millions)
Fee income	$	1,634		$	1,631		$	1,468		$	1,634
Net investment spread	650			663			772			650
Insurance-related activities	(534		)	(488		)	(528		)	(534		)
Amortization of DAC and VOBA	(301		)	(894		)	(242		)	(301		)
Other expenses, net of DAC capitalization	(848		)	(894		)	(889		)	(848		)
Adjusted earnings before provision for income tax	601			18
Less: Net income (loss) attributable to noncontrolling interests							1			—
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests							580			601
Provision for income tax expense (benefit)	93			(58		)	90			93
Adjusted earnings	$	508		$	76		$	490		$	508

Six Months Ended June 30, ~~2018~~2019 Compared with the Six Months Ended June 30, ~~2017~~2018

~~Overview~~. Adjusted earnings ~~increased $432~~were $490 million, ~~primarily driven by lower amortization of DAC and lower expenses, partially offset by higher costs of insurance related activities.~~

~~Fee Income~~. ~~Fee income was largely unchanged when compared to the prior period. Higher fees~~ ~~from previously recaptured universal life business were mostly offset by~~ a decrease ~~in other revenues due to previously recaptured variable annuity business.~~of $18 million.

~~Net Investment Spread. Net investment spread decreased $13 million, primarily due to (i)~~ Key net unfavorable impacts were:

lower income on derivatives due to the termination of interest rate swaps, (ii) lower returns on other limited partnerships and (iii) lower income from our securities lending program as a result of a reduction in the program size and lower margins due to the impact of a flatter yield curve. This decrease was partially offset by higherfee income due ~~to the lengthening of the overall portfolio duration and positive net flows.~~to:


◦	lower asset-based variable annuity expenses resulting from lower average separate account balances, which are passed through to third-parties and largely offset in fee income;


◦	the reimbursement of fees for recaptured universal life business in the prior period; and

~~Insurance-Related Activities.Net costs~~higher other expenses from ~~insurance-related activities increased $46 million~~ ~~primarily due to unfavorable mortality experience~~a change in our run-off business and higher guaranteed minimum death benefit costs in our annuities business, driven by an increase in liability balances resulting from growth in the in-force and higher claims. These increases were partially offset by the charge in the prior period from additional ULSG loss recognition triggered by the Contribution Transaction and the favorable ongoing impacts from the second quarter 2017 recapture from Metropolitan Life Insurance Company (“MLIC”), a former affiliate, of a yearly renewable term reinsurance agreement for certain policies (“YRT Recapture”) in our life business. See Note 1 of the Notes to the Interim Condensed Consolidated Financial Statements for information regarding Contribution Transaction.

~~Amortization of DAC and VOBA.Lower DAC and VOBA amortization had a favorable impact on comparative results of $593 million, primarily due to:~~

$588 million lower amortization in our ULSG business, from the write-down in the prior period of the remaining ULSG-related DAC as a result of additional loss recognition triggered by the Contribution Transaction;

~~$56 million lower amortization due to a favorable ceded DAC adjustment in the prior year related to participating whole life business reinsured to MLIC; partially offset by~~

$52 million higher amortization in our annuities business due to lower profits resulting from lower than expected separate account returns in the current period as well as changes in in-force and actuarial model refinements.

~~Other Expenses, Net of DAC Capitalization.~~ ~~Expenses decreased $46 million, primarily due to~~ the allocation of establishment costs, which ~~began~~were previously reported in the ~~first quarter of 2018 and lower costs related to reinsurance financing arrangements which were terminated~~parent company.

The decrease in ~~the second quarter of 2017. These decreases were~~adjusted earnings was partially offset by the following:

higher ~~operating~~net investment spread reflecting:


◦	higher average invested assets resulting from positive net flows in the general account;

partially offset by


◦	lower alternative investment income in the current period;

lower amortization of DAC and VOBA due to positive equity market performance in the current period; and

lower costs ~~as a result~~from insurance-related activities due to:


◦	a decrease in guaranteed minimum death benefits liability balances resulting from positive equity market performance.

partially offset by


◦	unfavorable mortality in our life business.

The provision for income tax led to an effective tax rate of ~~being a stand-alone company.~~

~~Income Tax Expense (Benefit).Income tax expense for~~16% in the ~~six months ended June 30, 2018 was $93 million, or 15% of pre-tax adjusted earnings,~~current period, compared to ~~a benefit $58 million, or 322% of pre-tax adjusted earnings for~~15% in the ~~six months ended June 30, 2017.~~prior period. Our effective tax ~~rates typically differ~~rate primarily differs from the ~~U.S.~~ statutory ~~rates primarily~~tax rate due to the ~~dividend~~impacts of the dividends received deductions and ~~the utilization of~~ tax credits. Generally, the effect of our tax differences on our actual tax provision are relatively unchanged but the effective tax rate can vary significantly, when expressed as a percentage, due to significant changes in pre-tax income (loss). In 2018, our effective tax rate reflects the impact of tax reform, which lowered the U.S. statutory rate but also reduced the tax benefit for the dividend received deductions.

GMLB Riders for the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

The following table presents the overall impact to income (loss) before provision for income tax from the performance of GMLB Riders, which includes (i) changes in carrying value of the GAAP liabilities, (ii) the mark-to-market of hedges and reinsurance, (iii) fees, and (iv) associated DAC offsets:

Six Months
Ended
June 30,
2018 2017
(In millions)
Directly Written Liabilities (1) $ 287
$ 243
Assumed Reinsurance Liabilities 113
266
Total Liabilities 400
509
Hedging Program (877 ) (1,809 )
Ceded Reinsurance (45 ) (226 )
Total Hedging Program and Reinsurance (922 ) (2,035 )
Directly Written Fees 402
403
Assumed Reinsurance Fees 4
(26 )
Total Fees (2) 406
377
GMLB Riders before DAC Offsets (116 ) (1,149 )
DAC Offsets (220 ) 260
Total GMLB Riders $ (336 ) $ (889 )



	Six Months Ended June 30,
	2019			2018
	(In millions)
Liabilities (1)	$	(1,086	)	$	400
Hedging program	(999		)	(877		)
Ceded reinsurance	24			(45		)
Fees (2)	392			406
GMLB DAC	69			(220		)
Total GMLB Riders	$	(1,600	)	$	(336	)

______________


(1)	Includes changes in fair value of the Shield Annuities embedded derivatives of ($903) million and ($69) million for the six months ended June 30, 2019 and 2018, respectively.


(2)	Excludes living benefit fees, included as a component of adjusted earnings, of $32 million and $35 million for the six months ended June 30, 2019 and 2018, respectively.

(1) Includes changes in fair value of the Shield Annuities embedded derivatives of $(69) million for the six months ended June 30, 2018. Changes in the fair value of the Shield Annuities embedded derivatives were not included in GMLB results for the six months ended June 30, 2017.

~~(2) Excludes living benefit fees of $35 million, included as a component of adjusted earnings, for both the six months ended June 30, 2018 and 2017, respectively.~~

Six Months Ended June 30, ~~2018~~2019 Compared with the Six Months Ended June 30, ~~2017~~2018

Comparative results from GMLB Riders were ~~favorable~~unfavorable by ~~$553 million. Of this amount, a favorable change of $796 million~~$1.3 billion.

This decrease was ~~recorded in net derivative gains (losses).~~primarily driven by:

~~GMLB Riders Liabilities. The~~the unfavorable change in the ~~carrying~~fair value of the embedded derivative liability reserves and

higher losses in the GMLB ~~Riders liabilities resulted in an unfavorable impact on comparative results of $109 million, primarily due to unfavorable impacts from assumed reinsurance,~~ Hedging Program

partially offset by

a net favorable change in GMLB DAC related to capital market factors and

favorable changes in the ~~direct liabilities.~~ ceded reinsurance.

The ~~direct~~unfavorable change in the embedded derivative liabilities ~~were~~was driven primarily by lower interest rates in the current period compared to higher interest rates in the prior period and the impact of capital market changes to the adjustment for non-performance risk and risk margins. While higher relative equity markets favorably impacted the fair value of the variable annuity liability reserves, this impact was largely offset by the unfavorable impact that the higher equity markets had on the fair value of the Shield Annuities reserves.

Higher losses in the GMLB Hedging Program resulted as unfavorable changes infrom higher relative equity markets exceeded the favorable changes due to lower interest rates in the current period compared to the prior period and the change in the nonperformance risk adjustment due in part to changing to use of our own creditworthiness post-Separation. These favorable impacts were partially offset by (i) less favorable changes in equity markets in the current period than in the prior period, (ii) an unfavorable change in fair value of the Shield Annuities embedded derivatives, and (iii) in-force growth of GMIB insurance liabilities.

~~GMLB Riders Hedging Program and Reinsurance. The change in the fair value of GMLB Riders hedging program and reinsurance had a favorable impact on comparative results of approximately $1.1 billion, primarily due to:~~

~~a net favorable change of $926 million from the inverse impacts of the same interest rate and equity market factors that impacted the directly written GMLB Riders liabilities; and~~

~~a favorable change of $181 million due to a charge recognized in the prior period in connection with the recapture from MLIC of certain ceded and assumed variable annuity insurance agreements.~~

~~GMLB Riders Fees~~. Fees from GMLB Riders resulted in a favorable impact of comparative results of $29 million primarily due to the impact from the recapture and novation, in the prior period, of assumed and ceded agreements covering certain of our variable annuity business.

~~DAC Offsets. DAC offsets, which are inversely related to the changes in certain components of GMLB Riders discussed above, resulted in an unfavorable impact on comparative results of $480 million.~~period.

Note Regarding Forward-Looking Statements

This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other oral or written statements that we make from time to time may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements using words such as “anticipate,” “estimate,” “expect,” “project,” “may,” “will,” “could,” “intend,” “goal,” “target,” “guidance,” “forecast,” “preliminary,” “objective,” “continue,” “aim,” “plan,” “believe” and other words and terms of similar meaning, or that are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include, without limitation, 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 operating and financial results, as well as statements regarding the expected benefits of the ~~Separation and the recapitalization actions.~~Separation.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of BLIC. These statements are based on current expectations and the current economic environment and 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 due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others:

differences between actual experience and actuarial assumptions and the effectiveness of our actuarial models;

higher risk management costs and exposure to increased market and counterparty risk due to guarantees within certain of our products;

the effectiveness of our variable annuity exposure management strategy and the impact of such strategy on net income volatility and negative effects on our statutory capital;

the reserves we are required to hold against our variable annuities as a result of actuarial guidelines;

a sustained period of low equity market prices and interest rates that are lower than those we assumed when we issued our variable annuity products;

the potential material adverse effect of changes in accounting standards, practices and/or policies applicable to us, including changes in the accounting for long-duration contracts;

the effect adverse capital and credit market conditions may have on our ability to meet liquidity needs and our access to capital;

the impact of changes in regulation and in supervisory and enforcement policies on our insurance business or other operations;

the effectiveness of our risk management policies and procedures;

the availability of reinsurance and the ability of our counterparties to our reinsurance or indemnification arrangements to perform their obligations thereunder;

heightened competition, including with respect to service, product features, scale, price, actual or perceived financial strength, claims-paying ratings, ~~credit~~financial strength ratings, e-business capabilities and name recognition;

~~changes in accounting standards, practices and/or policies applicable to us;~~

the ability of our insurance subsidiaries to pay dividends to us;

our ability to market and distribute our products through distribution channels;

the impact of the Separation on our business and profitability due to MetLife’s strong brand and reputation, the increased costs related to replacing arrangements with MetLife with those of third parties;

any failure of third parties to provide services we need, any failure of the practices and procedures of these third parties and any inability to obtain information or assistance we need from third parties, including MetLife;

whether ~~the operational, strategic and other benefits of the Separation can be achieved, and our ability to implement our business strategy;~~

~~whether~~ all or any portion of the ~~Separation~~ tax consequences of the Separation are not as expected, leading to material additional taxes or material adverse consequences to tax attributes that impact us;

the uncertainty of the outcome of any disputes with MetLife over tax-related or other matters and agreements, including the potential of outcomes adverse to us that could cause us to owe MetLife material tax reimbursements or payments, or disagreements regarding MetLife’s or our obligations under our other agreements;

the impact on our business structure, profitability, cost of capital and flexibility due to restrictions we have agreed to that preserve the tax-free treatment of certain parts of the Separation;

the potential material negative tax impact of ~~the Tax Cuts and Jobs Act and other~~ potential future tax legislation that could decrease the value of our tax attributes ~~lead to increased RBC requirements~~ and cause other cash expenses, such as reserves, to increase materially and make some of our products less attractive to consumers;

whether the ~~Distribution~~Separation will qualify for non-recognition treatment for ~~U.S.~~ federal income tax purposes and potential indemnification to MetLife if the ~~Distribution~~Separation does not so qualify;

whether the operational, strategic and other benefits of the Separation can be achieved, and our ability to implement our business strategy;

our ability to attract and retain key personnel; and

other factors described in our ~~2017~~2018 Annual Report, ~~the First Quarter~~our subsequent Quarterly Reports on Form 10-Q, ~~this report,~~ and from time to time in documents that we file with the SEC.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements included and the risks, uncertainties and other factors identified in our ~~2017~~2018 Annual Report, ~~and the First Quarter~~our subsequent Quarterly Reports on Form 10-Q, particularly in the sections entitled “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk,” ~~and included elsewhere herein,~~ as well as in our other subsequent ~~filings with the SEC.~~SEC filings. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law. ~~Please consult any further disclosures the Company makes on related subjects in reports to the SEC.~~

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~

We regularly analyze our market risk exposure to interest rate, equity market price, credit and foreign currency exchange rate risks. As a result of that analysis, we have determined that the estimated fair values of certain assets and liabilities are significantly exposed to changes in interest rates, and to a lesser extent, to changes in equity market prices and foreign currency exchange rates. We have exposure to market risk through our insurance and annuity operations and general account investment activities. For purposes of this discussion, “market risk” is defined as changes in fair value resulting from changes in interest rates, equity market prices, credit spreads and foreign currency exchange rates. We may have additional financial impacts other than changes in fair value, which are beyond the scope of this discussion. A description of our market risk exposures may be found under “Quantitative and Qualitative Disclosures About Market Risk” in the 2017 Annual Report. There have been no material changes to our market risk exposures from the market risk exposures previously disclosed in the 2017 Annual Report.

Item 4. Controls and Procedures

Management, with the participation of the Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Interim Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of June 30, ~~2018.~~2019.

MetLife ~~continues to provide~~provides certain services to the Company on a transitional basis through services agreements. The Company continues to change business processes, implement systems and ~~standup systems~~establish new third-party arrangements, as a subsidiary of Brighthouse Financial, Inc. ~~and identifies, documents and evaluates controls to ensure controls over our financial reporting are effective.~~ We consider these to be a material ~~change~~changes in our internal control over financial reporting.

Other than as noted above, there were no changes to the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II — Other Information

Item 1. Legal Proceedings

~~The following should be read in conjunction with (i) Part I, Item 3 of the 2017 Annual Reportand Note 14 to the Notes to the Consolidated Financial Statements included in~~ ~~the 2017 Annual Report; (ii) Part II, Item 1 of the First Quarter Form 10-Q; and (iii)~~See Note 10 of the Notes to the Interim Condensed Consolidated Financial Statements included in ~~Part I of~~ this report.

~~Unclaimed Property Litigation~~

~~Total Asset Recovery Services, LLC on its own behalf~~ There have been no new material legal proceedings and ~~on behalf of the State of New York v. Brighthouse Financial, Inc., et al.~~ (Supreme Court, New York County, NY, second amended complaint filed November 17, 2017). Total Asset Recovery Services, LLC (the “Relator”) has brought a qui tam action against Brighthouse Financial, Inc. and its subsidiaries and affiliates under the New York False Claims Act seeking to recover damages on behalf of the State of New York. The action originally was filed under seal on or about December 3, 2010. The State of New York declined to interveneno material developments in legal proceedings previously disclosed in the action, and the Relator is now prosecuting the action. The Relator alleges that from on or about April 1, 1986 and continuing annually through on or about September 10, 2017, the defendants violated New York State Finance Law Section 189 (1) (g) by failing to timely report and deliver unclaimed insurance property to the State of New York. The Relator is seeking, among other things, treble damages, penalties, expenses and attorneys’ fees and prejudgment interest. No specific dollar amount of damages is specified by the Relator who also is suing numerous insurance companies and John Doe defendants. Brighthouse Financial, Inc. filed a motion to dismiss. The Court has entered an order of voluntary discontinuance without prejudice pursuant to which the Relator dismissed Brighthouse Financial, Inc. without prejudice but reserved its right to file a motion to amend to name other Brighthouse entities as defendants. If other Brighthouse entities are named, the Brighthouse defendants intend to defend this action vigorously.

~~Group Annuity Class Action~~

~~Edward Roycroft v. Brighthouse Financial, Inc., et al.~~ ~~(U.S. District Court, Southern District of New York, filed June 18, 2018)~~2018 Annual Report. Edward Roycroft filed a purported class action against Brighthouse Financial, Inc., MetLife, Inc., and Metropolitan Life Insurance Company. The complaint alleges plaintiff is a beneficiary of a Martindale-Hubbell group annuity contract and did not receive payments plaintiff claims he was entitled to upon his retirement in 1999. Plaintiff seeks to represent a class of all beneficiaries who were due annuity benefits pursuant to group annuity contracts and whose annuity benefits were released from reserves. Plaintiff’s causes of action are for conversion, unjust enrichment, an accounting and for a constructive trust. Plaintiff seeks damages, attorneys’ fees, declaratory and injunctive relief and other equitable remedies. Brighthouse Financial, Inc. intends to defend this action vigorously.

In addition to the matters discussed above, various litigation, claims and assessments against the Company, in addition to those discussed previously and those otherwise provided for in the Company’s consolidated financial statements, have arisen in the course of the Company’s business, including, but not limited to, in connection with its activities as an insurer, investor and taxpayer. Further, state insurance regulatory authorities and other federal and state authorities regularly make inquiries and conduct investigations concerning the Company’s compliance with applicable insurance and other laws and regulations.

It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings. In some of the matters referred to previously, large and/or indeterminate amounts, including punitive and treble damages, are sought. Although in light of these considerations it is possible that an adverse outcome in certain cases could have a material effect upon the Company’s financial position, based on information currently known by the Company’s management, in its opinion, the outcomes of such pending investigations and legal proceedings are not likely to have such an effect. However, given the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s consolidated net income or cash flows in particular quarterly or annual periods.

Item 1A. Risk Factors

We discuss in this report, in the ~~2017~~2018 Annual Report and in our other filings with the SEC, ~~including our First Quarter Form 10-Q,~~ various risks that may materially affect our business. In addition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Changes in Accounting Standards” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Developments” for regulatory and other updates, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Note Regarding Forward-Looking Statements” included in this ~~report, each of which is incorporated by reference herein.~~report. There have ~~otherwise~~ been no ~~other~~ material changes to our risk factors from the risk factors previously disclosed in the ~~2017~~2018 Annual Report, as amended or supplemented by such information in ~~the First Quarter~~our subsequent Quarterly Reports on Form 10-Q.

Item ~~4. Mine Safety Disclosures~~

~~Not applicable.~~

~~Item~~ 6. Exhibits

(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits herein, 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 Brighthouse Life Insurance Company, 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 (i) 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; (ii) 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; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) 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. Additional information about Brighthouse Life Insurance Company, its subsidiaries and affiliates may be found elsewhere herein and Brighthouse Life Insurance Company’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at www.sec.gov.)



Exhibit No.		Description
~~31.1~~10.1*		First Amended and Restated Investment Management Agreement, dated as of July 17, 2019, by and between Brighthouse Services, LLC and MetLife Investment Management, LLC.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~31.2~~31.2*		Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~32.1~~32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~32.2~~32.2**		Certification of Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~101.INS*		XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
~~101.SCH~~101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
~~101.CAL~~101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
~~101.LAB~~101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
~~101.PRE~~101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
~~101.DEF~~101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*		The cover page of Brighthouse Life Insurance Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments).

* Filed herewith.

** Furnished herewith.

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 thereunto duly authorized.



BRIGHTHOUSE LIFE INSURANCE COMPANY

By:		/s/ Lynn A. Dumais
	Name:	Lynn A. Dumais
	Title:	Vice President and Chief Accounting Officer
		(Authorized Signatory and Principal Accounting Officer)

Date: August ~~8, 2018~~7, 2019

7759



	Common Stock		Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Brighthouse Life Insurance Company’s Stockholder’s Equity			Noncontrolling Interests		Total Equity
Balance at December 31, 2017	$	75	$	19,073		$	(4,132	)	$	1,837		$	16,853		$	15	$	16,868
Cumulative effect of change in accounting principle and other, net of income tax (Note 1)						75			(79		)	(4		)			(4		)
Balance at January 1, 2018	75		19,073			(4,057		)	1,758			16,849			15		16,864
Change in noncontrolling interests												—					—
Net income (loss)						(166		)				(166		)			(166		)
Other comprehensive income (loss), net of income tax									(943		)	(943		)			(943		)
Balance at June 30, 2018	$	75	$	19,073		$	(4,223	)	$	815		$	15,740		$	15	$	15,755

	Common Stock		Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Brighthouse Life Insurance Company’s Stockholder’s Equity			Noncontrolling Interests		Total Equity
Balance at December 31, 2016	$	75	$	18,461		$	(2,919	)	$	1,248		$	16,865		$	—	$	16,865
Sale of operating joint venture interest to a former affiliate			202									202					202
Return of capital			(2,737		)							(2,737		)			(2,737		)
Capital contributions			1,350									1,350					1,350
Change in noncontrolling interests												—			15		15
Net income (loss)						(629		)				(629		)			(629		)
Other comprehensive income (loss), net of income tax									613			613					613
Balance at June 30, 2017	$	75	$	17,276		$	(3,548	)	$	1,861		$	15,664		$	15	$	15,679



	Operating Results
Six Months Ended June 30, 2017	Annuities		Life			Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	529	$	(42	)	$	(484	)	$	15		$	18
Provision for income tax expense (benefit)	132		(16		)	(171		)	(3		)	(58		)
Adjusted earnings	$	397	$	(26	)	$	(313	)	$	18		76
Adjustments for:
Net investment gains (losses)												(55		)
Net derivative gains (losses)												(902		)
Other adjustments to net income												(126		)
Provision for income tax (expense) benefit												378
Net income (loss)												$	(629	)

Interest revenue	$	632	$	154		$	712		$	102
Interest expense	$	—	$	—		$	19		$	37



	Net Derivative Gains (Losses) Recognized for Derivatives (1)			Net Derivative Gains (Losses) Recognized for Hedged Items (2)			Net Investment Income (3)			Policyholder Benefits and Claims (4)			Amount of Gains (Losses) deferred in AOCI
	(In millions)
Three Months Ended June 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives	$	(2	)	$	3		$	—		$	—		$	—
Total fair value hedges	(2		)	3			—			—			—
Cash flow hedges (5):
Interest rate derivatives	10			—			2			—			—
Foreign currency exchange rate derivatives	(1		)	—			—			—			108
Total cash flow hedges	9			—			2			—			108
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	(165		)	—			—			—			—
Foreign currency exchange rate derivatives	56			(5		)	—			—			—
Credit derivatives	(3		)	—			—			—			—
Equity derivatives	(440		)	—			—			—			—
Embedded derivatives	232			—			—			(1		)	—
Total non-qualifying hedges	(320		)	(5		)	—			(1		)	—
Total	$	(313	)	$	(2	)	$	2		$	(1	)	$	108
Three Months Ended June 30, 2017
Derivatives Designated as Hedging Instruments:
Fair value hedges (5):
Interest rate derivatives	$	3		$	(3	)	$	—		$	—		$	—
Total fair value hedges	3			(3		)	—			—			—
Cash flow hedges (5):
Interest rate derivatives	—			—			1			—			1
Foreign currency exchange rate derivatives	1			(1		)	—			—			(33		)
Total cash flow hedges	1			(1		)	1			—			(32		)
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	205			—			—			3			—
Foreign currency exchange rate derivatives	(22		)	2			—			—			—
Credit derivatives	5			—			—			—			—
Equity derivatives	(474		)	—			(1		)	(93		)	—
Embedded derivatives	128			—			—			14			—
Total non-qualifying hedges	(158		)	2			(1		)	(76		)	—
Total	$	(154	)	$	(2	)	$	—		$	(76	)	$	(32	)



	June 30, 2018						December 31, 2017
Derivatives Subject to a Master Netting Arrangement or a Similar Arrangement	Assets			Liabilities			Assets			Liabilities
	(In millions)
Gross estimated fair value of derivatives:
OTC-bilateral (1)	$	2,072		$	3,211		$	2,222		$	3,080
OTC-cleared and Exchange-traded (1), (6)	17			6			69			40
Total gross estimated fair value of derivatives (1)	2,089			3,217			2,291			3,120
Amounts offset on the consolidated balance sheets	—			—			—			—
Estimated fair value of derivatives presented on the consolidated balance sheets (1), (6)	2,089			3,217			2,291			3,120
Gross amounts not offset on the consolidated balance sheets:
Gross estimated fair value of derivatives: (2)
OTC-bilateral	(1,834		)	(1,834		)	(1,942		)	(1,942		)
OTC-cleared and Exchange-traded	(1		)	(1		)	(1		)	(1		)
Cash collateral: (3), (4)
OTC-bilateral	(215		)	—			(247		)	—
OTC-cleared and Exchange-traded	(16		)	—			(27		)	(39		)
Securities collateral: (5)
OTC-bilateral	(22		)	(1,375		)	(31		)	(1,138		)
OTC-cleared and Exchange-traded	—			(4		)	—			—
Net amount after application of master netting agreements and collateral	$	1		$	3		$	43		$	—



	Balance Sheet Location	June 30, 2018		December 31, 2017
		(In millions)
Embedded derivatives within asset host contracts:
Ceded guaranteed minimum benefits	Premiums, reinsurance and other receivables	$	184	$	227
Options embedded in debt or equity securities (1)	Investments	—		(52		)
Embedded derivatives within asset host contracts		$	184	$	175

Embedded derivatives within liability host contracts:
Direct guaranteed minimum benefits	Policyholder account balances	$	619	$	1,122
Assumed reinsurance on fixed deferred annuities	Policyholder account balances	—		1
Assumed guaranteed minimum benefits	Policyholder account balances	321		437
Fixed annuities with equity indexed returns	Policyholder account balances	742		674
Embedded derivatives within liability host contracts		$	1,682	$	2,234



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Real Estate Joint Ventures (2)			Other Limited Partnership Interests (2)			Short-term Investments			Net Derivatives (3)			Net Embedded Derivatives (4)			Separate Account Assets (5)
	(In millions)
Three Months Ended June 30, 2018
Balance, beginning of period	$	22		$	26		$	—		$	(273	)	$	(1,587	)	$	7
Total realized/unrealized gains (losses) included in net income (loss) (6) (7)	(2		)	—			—			(13		)	231			—
Total realized/unrealized gains (losses) included in AOCI	—			—			—			—			—			—
Purchases (8)	—			—			—			2			—			—
Sales (8)	(3		)	(2		)	—			—			—			(3		)
Issuances (8)	—			—			—			—			—			—
Settlements (8)	—			—			—			—			(142		)	(1		)
Transfers into Level 3 (9)	—			—			—			—			—			1
Transfers out of Level 3 (9)	—			—			—			—			—			—
Balance, end of period	$	17		$	24		$	—		$	(284	)	$	(1,498	)	$	4
Three Months Ended June 30, 2017
Balance, beginning of period	$	—		$	—		$	1		$	(890	)	$	(2,377	)	$	15
Total realized/unrealized gains (losses) included in net income (loss) (6) (7)	—			—			—			106			151			—
Total realized/unrealized gains (losses) included in AOCI	—			—			—			—			—			—
Purchases (8)	—			—			91			4			—			7
Sales (8)	—			—			—			—			—			(8		)
Issuances (8)	—			—			—			—			—			—
Settlements (8)	—			—			—			—			(251		)	(1		)
Transfers into Level 3 (9)	—			—			—			—			—			—
Transfers out of Level 3 (9)	—			—			(1		)	—			—			(7		)
Balance, end of period	$	—		$	—		$	91		$	(780	)	$	(2,477	)	$	6
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2018 (10)	$	(2	)	$	—		$	—		$	(13	)	$	183		$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2017 (10)	$	—		$	—		$	—		$	106		$	235		$	—



	Three Months Ended June 30, 2017
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)
Balance, March 31, 2017	$	1,190		$	239		$	(33	)	$	1,396
OCI before reclassifications	749			(32		)	2			719
Deferred income tax benefit (expense)	(267		)	11			—			(256		)
AOCI before reclassifications, net of income tax	1,672			218			(31		)	1,859
Amounts reclassified from AOCI	(2		)	(2		)	—			(4		)
Deferred income tax benefit (expense)	5			1			—			6
Amounts reclassified from AOCI, net of income tax	3			(1		)	—			2
Balance, June 30, 2017	$	1,675		$	217		$	(31	)	$	1,861