~~0000733076 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020



☐	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 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) 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 (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. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes þ 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	Smaller reporting 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

As of ~~November 6, 2019,~~May 12, 2020, 3,000 shares of the registrant’s common stock 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 ~~September 30, 2019~~March 31, 2020 (Unaudited) and December 31, ~~2018~~2019 and for the Three Months Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 2018~~ (Unaudited)):
	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 (Unaudited):
	Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies	6
	Note 2 — Segment Information	7
	Note 3 — Insurance	1110
	Note 4 — Investments	1211
	Note 5 — Derivatives	2223
	Note 6 — Fair Value	3028
	Note 7 — Long-term and Short-term Debt	3937
	Note 8 — Equity	3937
	Note 9 — Other Revenues and Other Expenses	4138
	Note 10 — Contingencies, Commitments and Guarantees	4239
	Note 11 — Related Party Transactions	4441
	Note 12 — Subsequent Events	43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4744
Item 4.	Controls and Procedures	5754

Part II — Other Information
Item 1.	Legal Proceedings	5754
Item 1A.	Risk Factors	5754
Item 6.	Exhibits	5856

~~Signatures~~Signature		5957

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

~~September 30, 2019~~March 31, 2020 (Unaudited) and December 31, ~~2018~~2019

(In millions, except share and per share data)


	September 30, 2019			December 31, 2018			March 31, 2020		December 31, 2019
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $62,138 and $59,672, respectively)	$	69,676		$	61,348
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $64,182 and $63,083, respectively; allowance for credit losses of $10 and $0, respectively)							$	70,202	$	69,977
Equity securities, at estimated fair value	148			140			122		147
Mortgage loans (net of valuation allowances of $64 and $56, respectively)	15,269			13,596
Mortgage loans (net of allowance for credit losses of $68 and $64, respectively)							15,457		15,664
Policy loans	915			1,001			836		875
Real estate limited partnerships and limited liability companies	458			451
Other limited partnership interests	1,894			1,839
Limited partnerships and limited liability companies							2,503		2,379
Short-term investments, principally at estimated fair value	1,483			—			3,729		1,482
Other invested assets, principally at estimated fair value	4,738			3,037
Other invested assets, principally at estimated fair value (net of allowance for credit losses of $13 and $0, respectively)							9,756		3,224
Total investments	94,581			81,412			102,605		93,748
Cash and cash equivalents	3,720			3,494			8,508		2,493
Accrued investment income	709			704			847		663
Premiums, reinsurance and other receivables	13,847			13,113			14,549		14,287
Deferred policy acquisition costs and value of business acquired	4,711			5,086			4,288		4,809
Current income tax recoverable	21			1			19		21
Other assets	476			509			441		464
Separate account assets	96,782			91,511			83,049		99,668
Total assets	$	214,847		$	195,830		$	214,306	$	216,153
Liabilities and Equity
Liabilities
Future policy benefits	$	39,232		$	35,588		$	40,272	$	39,081
Policyholder account balances	44,325			39,330			46,782		45,121
Other policy-related balances	2,778			2,728			2,891		2,801
Payables for collateral under securities loaned and other transactions	5,271			5,047			10,964		4,374
Long-term debt	845			434
Current income tax payable	—			2
Long-term and short-term debt							944		844
Deferred income tax liability	1,680			944			2,359		1,301
Other liabilities	4,112			3,455			4,811		4,484
Separate account liabilities	96,782			91,511			83,049		99,668
Total liabilities	195,025			179,039			192,072		197,674
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			18,773		19,073
Retained earnings (deficit)	(2,873		)	(3,090		)	926		(3,899		)
Accumulated other comprehensive income (loss)	3,532			718			2,445		3,215
Total Brighthouse Life Insurance Company’s stockholder’s equity	19,807			16,776			22,219		18,464
Noncontrolling interests	15			15			15		15
Total equity	19,822			16,791			22,234		18,479
Total liabilities and equity	$	214,847		$	195,830		$	214,306	$	216,153

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 Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 2018~~ (Unaudited)

(In millions)


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
	2019		2018			2019			2018			2020			2019
Revenues
Premiums	$	206	$	218		$	649		$	653		$	191		$	217
Universal life and investment-type product policy fees	725		826			2,190			2,447			701			730
Net investment income	904		828			2,610			2,400			896			788
Other revenues	68		73			199			222			84			62
Net investment gains (losses)	14		(42		)	60			(120		)	(19		)	(10		)
Net derivative gains (losses)	984		(665		)	(218		)	(1,230		)	6,747			(1,310		)
Total revenues	2,901		1,238			5,490			4,372			8,600			477
Expenses
Policyholder benefits and claims	1,282		805			2,836			2,312			1,133			744
Interest credited to policyholder account balances	263		265			771			785			251			250
Amortization of deferred policy acquisition costs and value of business acquired	184		66			358			582			702			24
Other expenses	464		509			1,353			1,353			410			434
Total expenses	2,193		1,645			5,318			5,032			2,496			1,452
Income (loss) before provision for income tax	708		(407		)	172			(660		)	6,104			(975		)
Provision for income tax expense (benefit)	99		(108		)	(46		)	(195		)	1,265			(221		)
Net income (loss)	609		(299		)	218			(465		)	4,839			(754		)
Less: Net income (loss) attributable to noncontrolling interests	—		—			1			—			—			—
Net income (loss) attributable to Brighthouse Life Insurance Company	$	609	$	(299	)	$	217		$	(465	)	$	4,839		$	(754	)
Comprehensive income (loss)	$	1,467	$	(554	)	$	3,032		$	(1,663	)	$	4,069		$	186
Less: Comprehensive income (loss) attributable to noncontrolling interests	—		—			1			—			—			—
Comprehensive income (loss) attributable to Brighthouse Life Insurance Company	$	1,467	$	(554	)	$	3,031		$	(1,663	)	$	4,069		$	186

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 Three Months Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 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, 2019	$	75	$	19,073		$	(3,899	)	$	3,215		$	18,464		$	15	$	18,479
Cumulative effect of change in accounting principle, net of income tax (Note 1)						(14		)	3			(11		)			(11		)
Balance at January 1, 2020	75		19,073			(3,913		)	3,218			18,453			15		18,468
Dividends paid to parent			(300		)							(300		)			(300		)
Net income (loss)						4,839						4,839					4,839
Other comprehensive income (loss), net of income tax									(773		)	(773		)			(773		)
Balance at March 31, 2020	$	75	$	18,773		$	926		$	2,445		$	22,219		$	15	$	22,234

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
Change in noncontrolling interests —
(1 ) (1 )
Net income (loss) (392 ) (392 ) 1
(391 )
Other comprehensive income (loss), net of income tax 1,956
1,956
1,956
Balance at June 30, 2019 75
19,073
(3,482 ) 2,674
18,340
15
18,355
Net income (loss) 609
609
609
Other comprehensive income (loss), net of income tax 858
858
858
Balance at September 30, 2019 $ 75
$ 19,073
$ (2,873 ) $ 3,532
$ 19,807
$ 15
$ 19,822

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) (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
Net income (loss) (299 ) (299 ) (299 )
Other comprehensive income (loss), net of income tax (255 ) (255 ) (255 )
Balance at September 30, 2018 $ 75
$ 19,073
$ (4,522 ) $ 560
$ 15,186
$ 15
$ 15,201



	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

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 ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)

(In millions)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Net cash provided by (used in) operating activities	$	1,643		$	1,960		$	158		$	523
Cash flows from investing activities
Sales, maturities and repayments of:
Fixed maturity securities	11,160			11,533			1,644			3,950
Equity securities	29			15			14			6
Mortgage loans	924			443			480			255
Real estate limited partnerships and limited liability companies	2			87
Other limited partnership interests	203			137
Limited partnerships and limited liability companies							69			77
Purchases of:
Fixed maturity securities	(12,982		)	(11,802		)	(2,469		)	(3,712		)
Equity securities	(3		)	(1		)
Mortgage loans	(2,625		)	(2,771		)	(277		)	(1,076		)
Real estate limited partnerships and limited liability companies	(13		)	(31		)
Other limited partnership interests	(308		)	(194		)
Limited partnerships and limited liability companies							(178		)	(110		)
Cash received in connection with freestanding derivatives	1,178			1,140			3,411			313
Cash paid in connection with freestanding derivatives	(1,704		)	(2,284		)	(1,806		)	(302		)
Issuance of loan to affiliate	—			(2		)	(100		)	—
Net change in policy loans	86			80			39			34
Net change in short-term investments	(1,477		)	154			(2,245		)	(506		)
Net change in other invested assets	21			35			18			50
Net cash provided by (used in) investing activities	(5,509		)	(3,461		)	(1,400		)	(1,021		)
Cash flows from financing activities
Policyholder account balances:
Deposits	5,279			4,259			1,839			1,724
Withdrawals	(1,963		)	(2,129		)	(473		)	(893		)
Net change in payables for collateral under securities loaned and other transactions	224			(125		)	6,590			(1,070		)
Long-term debt issued	412			200
Long-term debt repaid	(1		)	(9		)
Long-term and short-term debt issued							100			412
Long-term and short-term debt repaid							—			(1		)
Dividends paid to parent							(300		)	—
Financing element on certain derivative instruments and other derivative related transactions, net	179			(386		)	(486		)	(11		)
Other, net	(38		)	(39		)	(13		)	(13		)
Net cash provided by (used in) financing activities	4,092			1,771			7,257			148
Change in cash, cash equivalents and restricted cash	226			270			6,015			(350		)
Cash, cash equivalents and restricted cash, beginning of period	3,494			1,363			2,493			3,494
Cash, cash equivalents and restricted cash, end of period	$	3,720		$	1,633		$	8,508		$	3,144
Supplemental disclosures of cash flow information
Net cash paid (received) for:
Interest	$	30		$	2		$	34		$	1
Income tax	$	—		$	3		$	—		$	(1	)

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~~BH Holdings”), which is a direct wholly-owned subsidiary of Brighthouse Financial, Inc. (“BHF” together with its subsidiaries and affiliates, “Brighthouse Financial”).

BLIC offers a range of individual annuities and individual life insurance products. The Company is organized into 3 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, 80.8% of MetLife, Inc.’s interest in BHF was distributed to holders of MetLife, Inc.’s common stock. On June 14, 2018, MetLife, Inc. divested its remaining shares of 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.

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 limited liability companies (“LLCs”) in which the Company has control. Intercompany accounts and transactions have been eliminated.

The Company uses the equity method of accounting for investments in limited partnerships and 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 with the ~~2019~~current period presentation as may be discussed ~~throughout~~when applicable in the Notes to the Interim Condensed Consolidated Financial Statements.

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.

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, ~~2018~~2019 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, ~~2018~~2019 (the ~~“2018~~“2019 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 ~~2018~~2019 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 consolidated financial statements. ~~There were no~~ ASUs adopted ~~during 2019 that had a material impact on the Company’s financial statements.~~as of March 31, 2020 are summarized as follows:



Standard	Description	Effective Date	Impact on Financial Statements
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”)	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 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	The Company recorded an after tax net decrease to retained earnings of $14 million and a net increase to accumulated other comprehensive income (loss) (“AOCI”) of $3 million for the cumulative effect of adoption. The adjustment included establishing or updating the allowance for credit losses on fixed maturity securities, mortgage loans, and other invested assets.

ASUs issued but not yet adopted as of ~~September 30, 2019~~March 31, 2020 are summarized ~~in the table below.~~as follows:



Standard	Description	Effective Date	Impact on Financial Statements
ASU 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts	The amendments to Topic 944 will result in significant changes to the accounting for long-duration insurance contracts. These changes (1) require all guarantees that qualify as market risk benefits to be measured at fair value, (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 policy 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 were originally effective on~~ January 1, ~~2021. On October 16, 2019, the FASB voted to change the effective date of the ASU to January 1, 2022.~~2022	The Company is in the early stages of evaluating the new guidance and therefore is unable to estimate the impact to its financial statements. The most significant impact ~~will~~is expected to be the measurement of liabilities for variable annuity guarantees.
~~ASU 2016-13, Financial 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 expects to reduce retained earnings upon adoption due to an increase in its allowance for credit losses; the amount is not expected to be material.~~

CARES Act

In response to the worldwide pandemic sparked by the novel coronavirus (the “COVID-19 pandemic”), on March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act contains numerous provisions intended to provide swift aid, including through tax relief, to businesses and individuals affected by the COVID-19 pandemic. The Company does not believe that the CARES Act will have a material impact to its consolidated financial statements at this time. The Company will continue to closely monitor developments related to the COVID-19 pandemic and the CARES Act.

2. Segment Information

The Company is organized into 3 segments: Annuities; Life; and Run-off. In addition, the Company reports certain of its results of operations in Corporate & Other.

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)

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 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) attributable to Brighthouse Life Insurance Company and excludes net income (loss) attributable to 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.

The following are 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

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)~~.

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

Amounts associated with benefits 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 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 is calculated net of the statutory tax rate, which could differ from the Company’s effective tax rate.

The segment accounting policies are the same as those used to prepare the Company’s interim 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.

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)

Segment investment and capitalization targets are 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. 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.

~~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)~~

~~Set forth in the tables below are the operating~~Operating results ~~with respect to the Company’s segments,~~by segment, as well as Corporate & Other, ~~for the three months and nine months ended September 30, 2019 and 2018.~~were as follows:


	Operating Results													Three Months Ended March 31, 2020
Three Months Ended September 30, 2019	Annuities		Life		Run-off			Corporate & Other			Total
														Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)													(In millions)
Pre-tax adjusted earnings	$	247	$	88	$	(543	)	$	(70	)	$	(278	)	$	383	$	21	$	(89	)	$	(83	)	$	232
Provision for income tax expense (benefit)	50		18		(117		)	(60		)	(109		)	72		4		(19		)	(25		)	32
Post-tax adjusted earnings	197		70		(426		)	(10		)	(169		)	311		17		(70		)	(58		)	200
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			—			—			—		—		—			—			—
Adjusted earnings	$	197	$	70	$	(426	)	$	(10	)	(169		)	$	311	$	17	$	(70	)	$	(58	)	200
Adjustments for:
Net investment gains (losses)											14													(19		)
Net derivative gains (losses)											984													6,747
Other adjustments to net income											(12		)
Other adjustments to net income (loss)																								(856		)
Provision for income tax (expense) benefit											(208		)											(1,233		)
Net income (loss) attributable to Brighthouse Life Insurance Company											$	609												$	4,839

Interest revenue	$	458	$	101	$	327		$	18					$	458	$	100	$	324		$	16
Interest expense	$	—	$	—	$	—		$	17					$	—	$	—	$	—		$	17



	Three Months Ended March 31, 2019
	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	347	$	25	$	(46	)	$	(66	)	$	260
Provision for income tax expense (benefit)	63		5		(10		)	(20		)	38
Post-tax adjusted earnings	284		20		(36		)	(46		)	222
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			—			—
Adjusted earnings	$	284	$	20	$	(36	)	$	(46	)	222
Adjustments for:
Net investment gains (losses)											(10		)
Net derivative gains (losses)											(1,310		)
Other adjustments to net income (loss)											85
Provision for income tax (expense) benefit											259
Net income (loss) attributable to Brighthouse Life Insurance Company											$	(754	)

Interest revenue	$	418	$	82	$	276		$	12
Interest expense	$	—	$	—	$	—		$	10

Operating Results
Three Months Ended September 30, 2018 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 469
$ 52
$ (135 ) $ (120 ) $ 266
Provision for income tax expense (benefit) 81
10
(29 ) (30 ) 32
Post-tax adjusted earnings 388
42
(106 ) (90 ) 234
Less: Net income (loss) attributable to noncontrolling interests —
—
—
—
—
Adjusted earnings $ 388
$ 42
$ (106 ) $ (90 ) 234
Adjustments for:
Net investment gains (losses) (42 )
Net derivative gains (losses) (665 )
Other adjustments to net income 34
Provision for income tax (expense) benefit 140
Net income (loss) attributable to Brighthouse Life Insurance Company $ (299 )

Interest revenue $ 395
$ 96
$ 322
$ 12

Interest expense $ —
$ —
$ —
$ —

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
Nine Months Ended September 30, 2019 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 915
$ 185
$ (587 ) $ (210 ) $ 303
Provision for income tax expense (benefit) 172
38
(127 ) (102 ) (19 )
Post-tax adjusted earnings 743
147
(460 ) (108 ) 322
Less: Net income (loss) attributable to noncontrolling interests —
—
—
1
1
Adjusted earnings $ 743
$ 147
$ (460 ) $ (109 ) 321
Adjustments for:
Net investment gains (losses) 60
Net derivative gains (losses) (218 )
Other adjustments to net income 27
Provision for income tax (expense) benefit 27
Net income (loss) attributable to Brighthouse Life Insurance Company $ 217

Interest revenue $ 1,344
$ 284
$ 942
$ 40

Interest expense $ —
$ —
$ —
$ 43

Operating Results
Nine Months Ended September 30, 2018 Annuities Life Run-off Corporate & Other Total
(In millions)
Pre-tax adjusted earnings $ 979
$ 142
$ (79 ) $ (175 ) $ 867
Provision for income tax expense (benefit) 168
28
(18 ) (53 ) 125
Post-tax adjusted earnings 811
114
(61 ) (122 ) 742
Less: Net income (loss) attributable to noncontrolling interests —
—
—
—
—
Adjusted earnings $ 811
$ 114
$ (61 ) $ (122 ) 742
Adjustments for:
Net investment gains (losses) (120 )
Net derivative gains (losses) (1,230 )
Other adjustments to net income (177 )
Provision for income tax (expense) benefit 320
Net income (loss) attributable to Brighthouse Life Insurance Company $ (465 )

Interest revenue $ 1,128
$ 276
$ 979
$ 29

Interest expense $ —
$ —
$ —
$ 2

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019
2018
(In millions)
Annuities $ 1,037
$ 995
$ 3,052
$ 2,957
Life 278
307
807
885
Run-off 484
536
1,487
1,594
Corporate & Other 40
41
110
108
Adjustments 1,062
(641 ) 34
(1,172 )
Total $ 2,901
$ 1,238
$ 5,490
$ 4,372

~~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,~~by segment, as well as Corporate & Other, were as follows:



	Three Months Ended March 31,
	2020		2019
	(In millions)
Annuities	$	1,013	$	967
Life	269		254
Run-off	493		476
Corporate & Other	38		37
Adjustments	6,787		(1,257		)
Total	$	8,600	$	477

Total assets by segment, as well as Corporate & Other, were as follows at:


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(In millions)				(In millions)
Annuities	$	150,615	$	137,079	$	143,445	$	152,740
Life	15,553		14,928		16,129		16,389
Run-off	36,096		32,390		36,523		35,132
Corporate & Other	12,583		11,433		18,209		11,892
Total	$	214,847	$	195,830	$	214,306	$	216,153

3. Insurance

Guarantees

As discussed in Notes 1 and 4 of the Notes to the Consolidated Financial Statements included in the ~~2018~~2019 Annual Report, the Company issues variable annuity contracts with guaranteed minimum benefits. Guaranteed minimum accumulation benefits (“GMABs”), the ~~non-life contingent~~non-life-contingent portion of guaranteed minimum withdrawal benefits (“GMWBs”) and the portion of certain ~~portions of~~ GMIBs that do not require ~~the policyholder to annuitize~~annuitization are accounted for as embedded derivatives in policyholder account balances and are further discussed in Note 5.

The Company also has universal and variable life insurance contracts with secondary guarantees.

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


	September 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	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)	$	97,460		$	55,859		$	92,794		$	53,330		$	84,118		$	48,027		$	100,034		$	57,069
Separate account value	$	92,798		$	54,801		$	88,065		$	52,225		$	79,412		$	46,952		$	95,430		$	56,027
Net amount at risk	$	7,335	(4)	$	4,729	(5)	$	10,945	(4)	$	3,903	(5)	$	12,837	(4)	$	9,710	(5)	$	6,617	(4)	$	4,495	(5)
Average attained age of contract holders	69 years			69 years			69 years			68 years			70 years			70 years			69 years			69 years

September 30, 2019 December 31, 2018
Secondary Guarantees
(Dollars in millions)
Universal Life Contracts
Total account value (3) $ 6,000
$ 6,099
Net amount at risk (6) $ 71,641
$ 73,131
Average attained age of policyholders 66 years
65 years

Variable Life Contracts
Total account value (3) $ 1,072
$ 954
Net amount at risk (6) $ 12,345
$ 13,040
Average attained age of policyholders 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.~~

1110

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)



	March 31, 2020		December 31, 2019
	Secondary Guarantees
	(Dollars in millions)
Universal Life Contracts
Total account value (3)	$	5,917	$	5,957
Net amount at risk (6)	$	70,588	$	71,124
Average attained age of policyholders	66 years		66 years

Variable Life Contracts
Total account value (3)	$	957	$	1,133
Net amount at risk (6)	$	12,024	$	12,082
Average attained age of policyholders	46 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.

(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. See Note 6 of the Notes to the Consolidated Financial Statements included in the ~~2018~~2019 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~~2019 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 Available-for-sale (“AFS”)~~

~~Fixed Maturity Securities AFS~~ In connection with the adoption of new guidance related to the credit losses (see Note 1), effective January 1, 2020, the Company updated its accounting policies on certain investments. Any accounting policy updates required by ~~Sector~~

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

September 30, 2019 December 31, 2018
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:
U.S. corporate $ 27,409
$ 2,972
$ 74
$ —
$ 30,307
$ 23,902
$ 816
$ 659
$ —
$ 24,059
U.S. government and agency 5,387
2,203
—
—
7,590
7,503
1,251
110
—
8,644
RMBS 8,634
513
12
(5 ) 9,140
8,309
246
122
(2 ) 8,435
Foreign corporate 8,922
675
109
—
9,488
8,044
157
306
—
7,895
CMBS 5,208
340
3
—
5,545
5,177
42
87
(1 ) 5,133
State and political subdivision 3,205

765

—

—

3,970

3,202

399

15

—

3,586
ABS 1,894
27
10
—
1,911
2,120
13
22
—
2,111
Foreign government 1,479
251
5
—
1,725
1,415
101
31
—
1,485
Total fixed maturity securities $ 62,138

$ 7,746

$ 213

$ (5 )
$ 69,676

$ 59,672

$ 3,025

$ 1,352

$ (3 )
$ 61,348

new guidance are described in this footnote.

~~__________________~~


~~(1)~~	Noncredit OTTI losses included in 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.

The Company held 0 non-income producing fixed maturity securities at September 30, 2019. The Company held non-income producing fixed maturity securities with an estimated fair value of less than $1 million at December 31, 2018.

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)

4. Investments (continued)

Fixed Maturity Securities Available-for-sale

Fixed Maturity Securities by Sector

Fixed maturity securities by sector were as follows at:



	March 31, 2020										December 31, 2019
	Amortized Cost		Allowance for Credit Losses		Gross Unrealized				Estimated Fair Value		Amortized Cost		Allowance for Credit Losses		Gross Unrealized				Estimated Fair Value
	Amortized Cost		Allowance for Credit Losses		Gains		Losses		Estimated Fair Value		Amortized Cost		Allowance for Credit Losses		Gains		Losses		Estimated Fair Value
	(In millions)
U.S. corporate	$	28,604	$	8	$	2,319	$	791	$	30,124	$	27,841	$	—	$	2,815	$	65	$	30,591
Foreign corporate	9,180		1		350		428		9,101		9,017		—		736		67		9,686
RMBS	8,319		—		545		51		8,813		8,600		—		440		10		9,030
U.S. government and agency	5,530		—		3,214		—		8,744		5,396		—		1,848		—		7,244
CMBS	5,533		—		224		79		5,678		5,460		—		263		9		5,714
State and political subdivision	3,344		—		733		4		4,073		3,326		—		687		2		4,011
ABS	2,165		—		13		156		2,022		1,940		—		21		11		1,950
Foreign government	1,507		1		182		41		1,647		1,503		—		250		2		1,751
Total fixed maturity securities	$	64,182	$	10	$	7,580	$	1,550	$	70,202	$	63,083	$	—	$	7,060	$	166	$	69,977

The Company held non-income producing fixed maturity securities with an estimated fair value of $1 million at March 31, 2020. The Company did not hold any non-income producing fixed maturity securities at December 31, 2019.

Maturities of Fixed Maturity Securities

The amortized cost and estimated fair value of fixed maturity securities, by contractual maturity date, were as follows at ~~September 30, 2019:~~March 31, 2020:


	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 (1)		Total Fixed Maturity Securities		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 (1)		Total Fixed Maturity Securities
	(In millions)												(In millions)
Amortized cost	$	1,873	$	6,610	$	12,382	$	25,537	$	15,736	$	62,138	$	1,896	$	7,024	$	12,782	$	26,463	$	16,017	$	64,182
Estimated fair value	$	1,877	$	6,803	$	13,211	$	31,189	$	16,596	$	69,676	$	1,886	$	6,981	$	12,923	$	31,899	$	16,513	$	70,202

~~__________________~~_______________


(1)	Structured securities include residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and asset-backed securities (“ABS”) (collectively, “Structured Securities”).

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.

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)

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, were as follows at:


	September 30, 2019								December 31, 2018								March 31, 2020								December 31, 2019
	Less than 12 Months				Equal to or Greater than 12 Months				Less than 12 Months				Equal to or Greater than 12 Months				Less than 12 Months				12 Months or Greater				Less than 12 Months				12 Months or Greater
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		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)																(Dollars in millions)
Fixed maturity securities:
U.S. corporate	$	1,541	$	42	$	404	$	32	$	10,450	$	465	$	2,290	$	194	$	8,459	$	736	$	272	$	55	$	1,931	$	43	$	320	$	22
Foreign corporate																	3,726		316		503		112		577		12		510		55
RMBS																	977		49		19		2		802		6		346		4
U.S. government and agency	75		—		—		—		359		7		1,355		103		73		—		—		—		14		—		—		—
RMBS	524		3		411		4		1,550		21		2,567		99
Foreign corporate	831		28		581		81		3,916		199		746		107
CMBS	102		—		190		3		2,264		52		800		34		1,531		76		143		3		552		7		171		2
State and political subdivision	15		—		8		—		346		7		158		8		94		4		—		—		120		2		8		—
ABS	445		3		504		7		1,407		21		70		1		1,192		92		522		64		358		2		676		9
Foreign government	52		5		—		—		520		25		132		6		493		40		4		1		65		2		—		—
Total fixed maturity securities	$	3,585	$	81	$	2,098	$	127	$	20,812	$	797	$	8,118	$	552	$	16,545	$	1,313	$	1,463	$	237	$	4,419	$	74	$	2,031	$	92
Total number of securities in an unrealized loss position	669				309				2,988				1,022				2,843				272				686				297

Allowance for Credit Losses for Fixed Maturity Securities

Evaluation and Measurement Methodologies

For fixed maturity securities in an unrealized loss position, management first assesses whether the Company intends to sell, or whether it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to estimated fair value through net investment gains (losses). For fixed maturity securities that do not meet the aforementioned criteria, management evaluates whether the decline in estimated fair value has resulted from credit losses or other factors. 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 allowance for credit loss evaluation process include, but are not limited to: (i) the extent to which estimated fair value is less than amortized cost; (ii) any changes to the rating of the security by a rating agency; (iii) adverse conditions specifically related to the security, industry or geographic area; and (iv) payment structure of the fixed maturity security and the likelihood of the issuer being able to make payments in the future or the issuer’s failure to make scheduled interest and principal payments. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss is deemed to exist and an allowance for credit losses is recorded, limited by the amount that the estimated fair value is less than the amortized cost basis, with a corresponding charge to net investment gains (losses). Any unrealized losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive income (loss) (“OCI”).

Once a security specific allowance for credit losses is established, the present value of cash flows expected to be collected from the security continues to be reassessed. Any changes in the security specific allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense in net investment gains (losses).

Fixed maturity securities are also evaluated to determine whether any amounts have become uncollectible. When all, or a portion, of a security is deemed uncollectible, the uncollectible portion is written-off with an adjustment to amortized cost and a corresponding reduction to the allowance for credit losses.

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~~Accrued interest receivables are presented separate from 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)~~basis of fixed maturity securities. An allowance for credit losses is not estimated on an accrued interest receivable, rather receivable balances 90-days past due are deemed uncollectible and are written off with ~~respect~~a corresponding reduction 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 currenciesnet investment income. The accrued interest receivable on ~~non-functional currency denominated~~ fixed maturity securities ~~that~~totaled $520 million at March 31, 2020 and is included in accrued investment income.

Fixed maturity securities are ~~near maturity;~~also evaluated to determine if they qualify as purchased financial assets with credit deterioration (“PCD”). To determine if the credit deterioration experienced since origination is more than insignificant, both (i) the extent of the credit deterioration and ~~(ix) other subjective factors, including concentrations and information obtained from regulators and~~(ii) any rating ~~agencies.~~

agency downgrades are evaluated. 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 andcategorized as PCD assets, the present value of ~~projected future~~cash flows expected to be collected from the security are compared to the par value of the security. If the present value of cash flows expected to be collected is ~~recognized as~~less than the par value, credit losses are embedded in the purchase price of the PCD asset. In this situation, both an ~~OTTI in earnings (“~~allowance for credit ~~loss”). If~~losses and amortized cost gross-up is recorded, limited by the amount that the estimated fair value is less than the grossed-up amortized cost basis. Any difference between the purchase price and the present value of ~~projected future~~ cash flows ~~expected~~is amortized or accreted into net investment income over the life of the PCD asset. Any subsequent PCD asset allowance for credit losses is evaluated in a manner similar to ~~be collected, this portion of OTTI related to other-than-credit factors (“noncredit loss”) is recorded in other comprehensive income (“OCI”).~~the process described above for fixed maturity securities.

Current Period Evaluation

Based on the Company’s current evaluation of its ~~AFS~~fixed maturity 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~~intent or requirement to sell, ~~these securities,~~ the Company recorded an allowance for credit losses of $10 million, relating to 21 securities at March 31, 2020. Management concluded that ~~these securities were not other-than-temporarily impaired at September 30, 2019.~~

~~Gross unrealized losses on~~for all other fixed maturity securities ~~decreased $1.1 billion during the nine months endedSeptember 30, 2019~~to~~$208 million. The decrease~~ in ~~gross unrealized losses for the nine months ended September 30, 2019 was primarily attributable to decreasing longer-term interest rates and narrowing credit spreads.~~

~~At September 30, 2019, $10 million of the total $208 million of gross unrealized losses were from 11 fixed maturity securities with~~ an unrealized loss position, the unrealized loss was not due to issuer-specific credit-related factors and as a result was recognized in OCI. Where unrealized losses have not been recognized into income, it is primarily because the securities’ bond issuer(s) are of ~~20% or more~~high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in estimated fair value is largely due to changes in interest rates and non-issuer specific credit spreads. These issuers continued to make timely principal and interest payments and the estimated fair value is expected to recover as the securities approach maturity.

Rollforward of ~~amortized cost~~the Allowance for ~~six~~Credit Losses for Fixed Maturity Securities by Sector

The changes in the allowance for credit losses by sector were as follows:



	U.S. Corporate			Foreign Corporate			Foreign Government		Total
	(In millions)
Balance at January 1, 2020	$	3		$	1		$	—	$	4
Allowance on securities where credit losses were not previously recorded	8			—			1		9
Allowance on securities that had an allowance recorded in a previous period	—			1			—		1
Write-offs charged against allowance (1)	(3		)	(1		)	—		(4		)
Balance at March 31, 2020	$	8		$	1		$	1	$	10

_______________


(1)	The Company recorded total write-offs of $12 million during the three months ended March 31, 2020.

PCD Fixed Maturity Securities

The Company did not purchase any PCD fixed maturity securities during the three months ~~or greater.~~ended March 31, 2020.

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:


	September 30, 2019					December 31, 2018					March 31, 2020					December 31, 2019
	Carrying Value			% of Total		Carrying Value			% of Total		Carrying Value			% of Total		Carrying Value			% of Total
	(Dollars in millions)										(Dollars in millions)
Mortgage loans:
Commercial	$	9,446		61.9	%	$	8,502		62.6	%	$	9,484		61.4	%	$	9,694		61.9	%
Agricultural	3,228			21.1		2,874			21.1		3,340			21.6		3,326			21.2
Residential	2,659			17.4		2,276			16.7		2,701			17.4		2,708			17.3
Subtotal (1)	15,333			100.4		13,652			100.4
Valuation allowances (2)	(64		)	(0.4	)	(56		)	(0.4	)
Total mortgage loans (1)											15,525			100.4		15,728			100.4
Allowance for credit losses											(68		)	(0.4	)	(64		)	(0.4	)
Total mortgage loans, net	$	15,269		100.0	%	$	13,596		100.0	%	$	15,457		100.0	%	$	15,664		100.0	%

~~__________________~~_______________


(1)	Purchases of mortgage loans from third parties were ~~$159~~$157 million and ~~$722~~$477 million for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~respectively, and $816 million and $1.4 billion for the three months and nine months ended September 30, 2018,~~ respectively, and were primarily comprised of residential mortgage loans.


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

~~Information~~Allowance for Credit Losses for Mortgage Loans

Evaluation and Measurement Methodologies

The allowance for credit losses is a valuation account that is deducted from the mortgage loan’s amortized cost basis to present the net amount expected to be collected on ~~commercial, agricultural and residential~~the mortgage loan. The loan balance, or a portion of the loan balance, is written-off against the allowance when management believes this amount is uncollectible.

Accrued interest receivables are presented separate from the amortized cost basis of mortgage loans. An allowance for credit losses is not estimated on an accrued interest receivable, rather when a loan is placed in nonaccrual status the associated accrued interest receivable balance is written off with a corresponding reduction to net investment income. The accrued interest receivable on mortgage loans totaled $77 million at March 31, 2020 and is ~~presented~~included in accrued investment income.

The allowance for credit losses is estimated using relevant available information, from internal and external sources, relating to past events, current conditions, and a reasonable and supportable forecast. Historical credit loss experience provides the ~~tables below.~~

~~Valuation Allowance Methodology~~basis for estimating expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics and environmental conditions. A reasonable and supportable forecast period of two-years is used with an input reversion period of one-year.

Mortgage loans are ~~considered to be impaired when it is probable that, based upon current information and events,~~evaluated in each of 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 to determine the allowance for credit losses. The loan-level loss rates are determined using individual loan terms and characteristics, risk pools/internal ratings, national economic forecasts, prepayment speeds, and estimated default and loss severity.

The resulting loss rates are applied to the mortgage loan’s amortized cost to generate an allowance for credit losses. In certain situations, the allowance for credit losses is measured as the ~~excess carrying value of a loan over either (i) the present value of expected future cash flows discounted at~~difference between the loan’s ~~original effective interest rate, (ii) the estimated fair~~amortized cost and liquidation value of the ~~loan’s underlying~~collateral. These situations include collateral dependent loans, expected troubled debt restructurings (“TDRs”), foreclosure probable loans, and loans with dissimilar risk characteristics.

Mortgage loans are also evaluated to determine if they qualify as PCD assets. To determine if the credit deterioration experienced since origination is more than insignificant, the extent of credit deterioration is evaluated. All re-performing/modified loan (“RPL”) pools purchased after December 31, 2019 are determined to have been acquired with evidence of more than insignificant credit deterioration since origination and are classified as PCD assets. RPLs are pools of residential mortgage loans acquired at discounts which have both credit and non-credit components. For PCD mortgage loans, the allowance for credit losses is determined using a similar methodology described above, except the loss-rate is determined at the pool level instead of the individual loan level. The initial allowance for credit losses, determined on a collective basis, is then allocated to the individual loans. The initial amortized cost of the loan is ingrossed-up to reflect the ~~process~~sum of ~~foreclosure or otherwise collateral dependent, or (iii)~~ the loan’s ~~observable market price. A common evaluation framework is used~~purchase price and allowance for ~~establishing non-specific valuation allowances for all loan portfolio segments; however, a separate non-specific valuation allowance is calculated~~credit losses. The difference between the grossed-up amortized cost basis 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.par

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)

value of the loan is a noncredit discount, which is accreted into net investment income over the remaining life of the loan. Any subsequent PCD mortgage loan allowance for credit losses is evaluated in a manner similar to the process described above for each of the three portfolio segments.

Rollforward of the Allowance for Credit ~~Quality of Commercial~~Losses for Mortgage Loans by Portfolio Segment

The changes in the allowance for credit losses by portfolio segment were as follows:



	Commercial			Agricultural		Residential		Total
	(In millions)
Balance at December 31, 2019	$	47		$	10	$	7	$	64
Cumulative effect of change in accounting principle	(20		)	6		14		—
Balance at January 1, 2020	27			16		21		64
Current period provision	—			1		3		4
Balance at March 31, 2020	$	27		$	17	$	24	$	68

PCD Mortgage Loans

The Company did not purchase any PCD mortgage loans during the three months ended March 31, 2020.

Credit Quality of Mortgage Loans by Portfolio Segment

The amortized cost of mortgage loans by year of origination and credit quality ~~of commercial mortgage loans~~indicator 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
(Dollars in millions)
September 30, 2019
Loan-to-value ratios:
Less than 65% $ 8,328
$ 128
$ 141
$ 8,597
91.0 % $ 9,083
91.2 %
65% to 75% 684
18
—
702
7.4
729
7.3
76% to 80% 138
—
9
147
1.6
146
1.5
Total $ 9,150

$ 146

$ 150

$ 9,446
100.0 % $ 9,958
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 %

~~Credit Quality of Agricultural Mortgage Loans~~

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


	September 30, 2019				December 31, 2018				2020		2019		2018		2017		2016		Prior		Total
	Recorded Investment		% of Total		Recorded Investment		% of Total		(In millions)
	(Dollars in millions)
March 31, 2020
Commercial mortgage loans
Loan-to-value ratios:
Less than 65%	$	2,983	92.4	%	$	2,551	88.8	%	$	—	$	1,829	$	1,409	$	716	$	1,123	$	3,425	$	8,502
65% to 75%	244		7.6		322		11.2		—		161		200		195		100		143		799
76% to 80%	1		—		1		—		—		—		—		12		30		141		183
Total commercial mortgage loans									—		1,990		1,609		923		1,253		3,709		9,484
Agricultural mortgage loans
Loan-to-value ratios:
Less than 65%									63		563		815		424		454		803		3,122
65% to 75%									2		86		15		61		36		7		207
Greater than 80%									—		—		11		—		—		—		11
Total agricultural mortgage loans									65		649		841		485		490		810		3,340
Residential mortgage loans
Performing									50		476		637		144		45		1,309		2,661
Nonperforming									—		—		1		—		1		38		40
Total residential mortgage loans									50		476		638		144		46		1,347		2,701
Total	$	3,228	100.0	%	$	2,874	100.0	%	$	115	$	3,115	$	3,088	$	1,552	$	1,789	$	5,866	$	15,525

The loan-to-value ratio is a measure commonly used to assess the quality of commercial and agricultural mortgage loans. The loan-to-value ratio compares the amount of the loan to the estimated fair value of ~~agricultural~~the underlying property collateralizing the loan and is commonly expressed as a percentage. A loan-to-value ratio less than 100% indicates an excess of collateral value over the loan amount. Loan-to-value ratios greater than 100% indicate that the loan amount exceeds the collateral value. Performing status is a measure commonly used to assess the quality of residential mortgage ~~loans was $3.3 billion~~loans. A loan is considered performing when the borrower makes consistent and ~~$2.9 billion at September 30, 2019 and December 31, 2018, respectively.~~timely payments.

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~~The amortized cost of ~~Residential Mortgage Loans~~

~~The credit quality of residential~~commercial mortgage loans by debt-service coverage ratio was as follows at:

September 30, 2019 December 31, 2018
Recorded Investment
% of
Total
Recorded Investment
% of
Total
(Dollars in millions)
Performance indicators:
Performing $ 2,621
98.6 % $ 2,240
98.4 %
Nonperforming 38
1.4
36
1.6
Total $ 2,659
100.0 % $ 2,276
100.0 %



	March 31, 2020				December 31, 2019
	Amortized Cost		% of Total		Amortized Cost		% of Total
	(Dollars in millions)
Debt-Service Coverage Ratios:
Greater than 1.20x	$	9,114	96.1	%	$	9,230	95.2	%
1.00x - 1.20x	298		3.1		298		3.1
Less than 1.00x	72		0.8		166		1.7
Total	$	9,484	100.0	%	$	9,694	100.0	%

The ~~estimated fair value~~debt-service coverage ratio compares a property’s net operating income to its debt-service payments. Debt-service coverage ratios less than 1.00 times indicate that property operations do not generate enough income to cover the loan’s current debt payments. A debt-service coverage ratio greater than 1.00 times indicates an excess of ~~residential mortgage loans was $2.7 billion and $2.3 billion at September 30, 2019 and December 31, 2018, respectively.~~net operating income over the debt-service payments.

Past Due ~~Nonaccrual and Modified~~ Mortgage Loans by Portfolio Segment

The Company has a ~~high quality, well performing~~high-quality, well-performing mortgage loan portfolio, with over 99% of all mortgage loans classified as performing at both ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018. The Company defines delinquency~~2019. Delinquency is defined 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. To the extent a payment deferral is agreed to with a borrower, in response to the COVID-19 pandemic, the impacted loans will not be considered past due during the period of deferral.

The ~~Company had 0 commercial~~aging of the amortized cost of past due mortgage loans by portfolio segment was as follows at:



	March 31, 2020
	Commercial		Agricultural		Residential		Total
	(In millions)
Current	$	9,484	$	3,311	$	2,659	$	15,454
30-59 days past due	—		5		2		7
60-89 days past due	—		3		13		16
90-179 days past due	—		—		13		13
180+ days past due	—		21		14		35
Total	$	9,484	$	3,340	$	2,701	$	15,525

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 in Nonaccrual Status by Portfolio Segment

Mortgage loans are placed in a nonaccrual status if there are concerns regarding collectability of future payments or the loan is past due, orunless the past due loan is well collateralized and in the process of foreclosure. To the extent a payment deferral is agreed to with a borrower, in response to the COVID-19 pandemic, the impacted loans will not be reported as in a nonaccrual status ~~at either September 30, 2019 or December 31, 2018. Agricultural mortgage~~during the period of deferral.

Mortgage loans ~~past due totaled $7 million and less than $1 million at September 30, 2019 and December 31, 2018, respectively. The Company had 0~~in a nonaccrual status by portfolio segment were as follows at:



	Commercial (2)		Agricultural (2)		Residential (2)		Total (2)
	(In millions)
Amortized cost at December 31, 2019	$	—	$	21	$	37	$	58
Amortized cost at March 31, 2020 (1)	$	—	$	1	$	40	$	41

_______________


(1)	All mortgage loans in nonaccrual status had a related allowance for credit losses.


(2)	The Company had $20 million of agricultural mortgage loans that were 90 days or more past due but were not in a nonaccrual status for the three months ended March 31, 2020.

Current period investment income on mortgage loans in nonaccrual status ~~at either September 30, 2019 or December 31, 2018. Residential mortgage loans past due and in nonaccrual status totaled $38~~was less than $1 million ~~and $36 million at September 30, 2019 and December 31, 2018, respectively. During~~for the three months ended March 31, 2020.

Modified Mortgage Loans by Portfolio Segment

Under certain circumstances, modifications are granted to non-performing mortgage loans. Each modification is evaluated to determine if a TDR has occurred. A modification is a TDR when the borrower is in financial difficulty and ~~nine months ended September 30, 2019 and 2018,~~ the creditor makes concessions. Generally, the types of concessions may include reducing the amount of debt owed, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company did not have a significant ~~number~~amount of mortgage loans modified in a troubled debt ~~restructuring.~~restructuring during the three months ended March 31, 2020.

Short-term modifications made on a good faith basis to borrowers who were current prior to any relief and in response to the COVID-19 pandemic are not considered TDRs. Such short-term modifications include payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant.

Other Invested Assets

~~Freestanding~~Over 90% of other invested assets is comprised of freestanding derivatives with positive estimated fair ~~values comprise over 90% of other invested assets.~~values. 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.

Leveraged Leases

The carrying value of leveraged leases at March 31, 2020 and December 31, 2019 was $51 million and $64 million, respectively, net of allowance for credit losses of $13 million and $0, respectively. Rental receivables are generally due in periodic installments. The payment periods for leveraged leases generally range from one to 15 years. For rental receivables, the primary credit quality indicator is whether the rental receivable is performing or nonperforming, which is assessed monthly. Nonperforming rental receivables are generally defined as those that are 90 days or more past due. At both March 31, 2020 and December 31, 2019, all leveraged leases were performing.

Net Unrealized Investment Gains (Losses)

Unrealized investment gains (losses) on fixed maturity 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.

1718

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:~~follows at:


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(In millions)						(In millions)
Fixed maturity securities	$	7,538		$	1,679		$	6,030		$	6,894
Derivatives	399			253			783			232
Other	(15		)	(15		)	(21		)	(15		)
Subtotal	7,922			1,917			6,792			7,111
Amounts allocated from:
Future policy benefits	(3,049		)	(885		)	(3,425		)	(2,691		)
DAC, VOBA and DSI	(373		)	(90		)	(247		)	(332		)
Subtotal	(3,422		)	(975		)	(3,672		)	(3,023		)
Deferred income tax benefit (expense)	(945		)	(198		)	(655		)	(859		)
Net unrealized investment gains (losses)	$	3,555		$	744		$	2,465		$	3,229

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


	Nine Months Ended September 30, 2019			Three Months Ended March 31, 2020
	(In millions)			(In millions)
Balance, December 31, 2018	$	744
Balance at December 31, 2019				$	3,229
Unrealized investment gains (losses) during the period	6,005			(319		)
Unrealized investment gains (losses) relating to:
Future policy benefits	(2,164		)	(734		)
DAC, VOBA and DSI	(283		)	85
Deferred income tax benefit (expense)	(747		)	204
Balance, September 30, 2019	$	3,555
Balance at March 31, 2020				$	2,465
Change in net unrealized investment gains (losses)	$	2,811		$	(764	)

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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Securities Lending

Elements of the securities lending program are presented below at:


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(In millions)				(In millions)
Securities on loan: (1)
Amortized cost	$	2,055	$	3,056	$	1,961	$	2,031
Estimated fair value	$	3,214	$	3,628	$	3,468	$	2,996
Cash collateral received from counterparties (2)	$	3,244	$	3,646	$	3,584	$	3,074
Security collateral received from counterparties (3)	$	35	$	55
Reinvestment portfolio — estimated fair value	$	3,354	$	3,658	$	3,642	$	3,174

~~__________________~~_______________


(1)	Included within fixed maturity securities.


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

1819

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:

September 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 $ 1,561
$ 1,283
$ 400
$ 3,244
$ 1,474
$ 1,823
$ 349
$ 3,646



	March 31, 2020								December 31, 2019
	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	$	1,197	$	1,511	$	876	$	3,584	$	1,279	$	1,094	$	701	$	3,074

~~__________________~~_______________


(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 ~~September 30, 2019~~March 31, 2020 was ~~$1.5~~$1.2 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. and foreign corporate securities, ABS, non-agency RMBS and U.S. government and agency securities) with ~~55%~~62% invested in agency RMBS, cash and cash equivalents and U.S. government and agency securities at ~~September 30, 2019.~~March 31, 2020. 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.

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 were as follows at:


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(In millions)				(In millions)
Invested assets on deposit (regulatory deposits) (1)	$	9,439	$	8,172	$	9,386	$	9,345
Invested assets held in trust (reinsurance agreements) (2)	4,429		3,455		5,052		4,561
Invested assets pledged as collateral (3)	3,469		3,340		3,277		3,640
Total invested assets on deposit, held in trust and pledged as collateral	$	17,337	$	14,967	$	17,715	$	17,546

~~__________________~~_______________


(1)	The Company has assets, primarily fixed maturity securities, on deposit with governmental authorities relating to certain policyholder liabilities, of which ~~$75~~$70 million and ~~$55~~$69 million of the assets on deposit ~~balance~~ represents restricted cash and cash equivalents at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.


(2)	The Company has assets, primarily fixed maturity securities, held in trust relating to certain reinsurance ~~transactions. $132~~transactions, of which $77 million and ~~$87~~$124 million of the assets held in trust balance represents restricted cash and cash equivalents at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.


(3)	The Company has pledged invested assets in connection with various agreements and transactions, including funding agreements (see Note 4 of the Notes to the Consolidated Financial Statements included in the ~~2018~~2019 Annual Report) and derivative transactions (see Note 5).

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

1920

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 variable interest entities (“VIEs”). VIEs are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to (i) direct the activities of the VIE that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

There were 0no material VIEs for which the Company has concluded that it is the primary beneficiary at ~~September 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.

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



	March 31, 2020				December 31, 2019
	Carrying Amount		Maximum Exposure to Loss		Carrying Amount		Maximum Exposure to Loss
	(In millions)
Fixed maturity securities	$	12,537	$	12,092	$	12,959	$	12,317
Limited partnerships and LLCs	2,007		3,222		1,892		3,065
Total	$	14,544	$	15,314	$	14,851	$	15,382

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 having the power to direct the activities that most significantly impact the economic 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 that could potentially be significant to the entity; as a result, the Company has determined it is not the primary beneficiary, or consolidator, of the VIE. The Company’s maximum exposure to loss on these fixed maturity securities is limited to the amortized cost of these investments. See “— Fixed Maturity Securities ~~AFS”~~Available-for-sale” 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/~~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 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:~~

September 30, 2019 December 31, 2018

Carrying
Amount

Maximum
Exposure
to Loss

Carrying
Amount

Maximum
Exposure
to Loss
(In millions)
Fixed maturity securities $ 13,246
$ 12,475
$ 12,848
$ 12,848
Limited partnerships and LLCs 1,833
3,052
1,743
3,130
Total $ 15,079
$ 15,527
$ 14,591
$ 15,978

2021

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 September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(In millions)								(In millions)
Investment income:
Fixed maturity securities	$	654	$	624	$	1,962	$	1,857	$	658	$	642
Equity securities	1		1		6		5		2		3
Mortgage loans	172		137		505		381		166		158
Policy loans	12		12		34		50		6		10
Real estate limited partnerships and limited liability companies	12		12		32		36
Other limited partnership interests	68		70		143		159
Limited partnerships and LLCs (1)									82		8
Cash, cash equivalents and short-term investments	25		5		52		15		20		10
Other	10		20		28		40		13		11
Subtotal	954		881		2,762		2,543
Total investment income									947		842
Less: Investment expenses	50		53		152		143		51		54
Net investment income	$	904	$	828	$	2,610	$	2,400	$	896	$	788

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


(1)	Includes net investment income pertaining to other limited partnership interests of $73 million and $0 for the three months ended March 31, 2020 and 2019, respectively.

Net Investment Gains (Losses)

Components of Net Investment Gains (Losses)

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
	(In millions)												(In millions)
Fixed maturity securities	$	16		$	(34	)	$	63		$	(137	)	$	(6	)	$	(15	)
Equity securities	3			(2		)	14			(5		)	(14		)	10
Mortgage loans	(1		)	(5		)	(8		)	(12		)	(4		)	(4		)
Real estate limited partnerships and limited liability companies	—			—			—			42
Other limited partnership interests	(3		)	—			(8		)	—
Limited partnerships and LLCs													(1		)	(2		)
Other	(1		)	(1		)	(1		)	(8		)	6			1
Total net investment gains (losses)	$	14		$	(42	)	$	60		$	(120	)	$	(19	)	$	(10	)

2122

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 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.~~follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
	(In millions)												(In millions)
Proceeds	$	1,371		$	3,070		$	8,007		$	8,358		$	647		$	3,220
Gross investment gains	$	31		$	57		$	194		$	69		$	17		$	64
Gross investment losses	(15		)	(91		)	(131		)	(206		)	(6		)	(79		)
Net investment gains (losses)	$	16		$	(34	)	$	63		$	(137	)	$	11		$	(15	)

~~Related Party Investment Transactions~~

The Company receives investment administrative services from MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), which was considered a related party investment manager until the completion of the MetLife Divestiture. The related investment administrative service charges were $0 and $49 million for the three months and nine months ended September 30, 2018, respectively. All of the 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.

~~If a derivative is not designated or did not qualify as an accounting hedge, changes in the estimated fair value~~See Note 1 of the ~~derivative are reported in net derivative gains (losses) except for economic hedges of limited partnerships and LLCs which are presented in 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.

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. 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~~included in the ~~estimated~~2019 Annual Report for a description of the Company’s accounting policies for derivatives and Note 9 for information about the 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.

When 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 has certain insurance and reinsurance contracts that contain embedded derivatives which are required to be separated from their host contracts and reported as~~hierarchy for 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 contracts are presented within policyholder account balances on the consolidated balance sheets. Changes in the estimated fair value of the embedded derivative are reported in net derivative gains (losses).

Derivative Strategies

Types of Derivative Instruments and Derivative Strategies

The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to minimize its exposure to various market ~~risks, including interest~~risks. Commonly used derivative instruments include, but are not necessarily limited to:

Interest rate ~~foreign~~derivatives: swaps, caps, swaptions and forwards;

Foreign currency exchange rate derivatives: forwards and swaps;

Equity derivatives: options, total return swaps and variance swaps; and

Credit derivatives: single and index reference credit default swaps.

For detailed information on these contracts and ~~equity market.~~

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 contractedthe related strategies, see Note 8 of the Notes to the Consolidated Financial Statements included 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”).

~~Interest Rate Derivatives~~

Interest rate swaps: The Company primarily uses interest rate swaps to hedge interest rate exposure in variable annuity products and minimum guarantees embedded in universal life products. Interest rate swaps are used in nonqualifying hedging relationships.

Interest rate caps: The Company uses interest rate caps 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. Interest rate caps are used in nonqualifying hedging relationships.

Interest rate futures: The Company uses exchange-traded interest rate futures contracts to hedge minimum guarantees embedded in certain variable annuity products offered by the Company. Exchange-traded interest rate futures are used in nonqualifying hedging relationships.

Swaptions: The Company uses swaptions to hedge interest rate risk associated with the Company’s variable annuity and universal 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 cash flow and nonqualifying hedging relationships.

~~Foreign Currency Exchange Rate Derivatives~~

Foreign currency swaps: The Company uses foreign currency swaps to convert foreign currency denominated cash flows to U.S. dollars to reduce cash flow fluctuations due to changes in currency exchange rates. Foreign currency swaps are used in cash flow and nonqualifying hedging relationships.

~~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.~~2019 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)~~

~~5. Derivatives (continued)~~

~~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 were as follows at:


		September 30, 2019						December 31, 2018							March 31, 2020							December 31, 2019
	Primary Underlying Risk Exposure	Gross Notional Amount		Estimated Fair Value				Gross Notional Amount		Estimated Fair Value				Primary Underlying Risk Exposure	Gross Notional Amount		Estimated Fair Value					Gross Notional Amount		Estimated Fair Value
				Assets		Liabilities				Assets		Liabilities					Assets		Liabilities					Assets		Liabilities
		(In millions)													(In millions)
Derivatives Designated as Hedging Instruments:	Derivatives Designated as Hedging Instruments:													Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Interest rate forwards	Interest rate	$	460	$	51	$	—	$	—	$	—	$	—	Interest rate	$	390	$	114	$	—		$	420	$	22	$	—
Foreign currency swaps	Foreign currency exchange rate	2,674		304		16		2,461		200		30		Foreign currency exchange rate	2,761		611		2			2,701		176		27
Total qualifying hedges		3,134		355		16		2,461		200		30			3,151		725		2			3,121		198		27
Derivatives Not Designated or Not Qualifying as Hedging Instruments:	Derivatives Not Designated or Not Qualifying as Hedging Instruments:													Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate swaps	Interest rate	8,730		1,049		32		10,747		528		558		Interest rate	3,060		739		7			7,559		878		29
Interest rate caps	Interest rate	3,350		2		—		3,350		21		—		Interest rate	3,350		1		—			3,350		2		—
Interest rate futures	Interest rate	—		—		—		53		—		—
Interest rate options	Interest rate	27,250		1,771		375		17,168		168		61		Interest rate	27,650		3,657		833			29,750		782		187
Interest rate forwards	Interest rate	4,143		241		15		—		—		—		Interest rate	6,656		1,439		—			5,418		94		114
Foreign currency swaps	Foreign currency exchange rate	1,066		143		13		1,398		99		18		Foreign currency exchange rate	1,027		215		13			1,040		94		15
Foreign currency forwards	Foreign currency exchange rate	118		2		—		125		—		—		Foreign currency exchange rate	142		—		1			138		—		1
Credit default swaps — purchased	Credit	12		—		—		98		3		—		Credit	18		—		—			18		—		—
Credit default swaps — written	Credit	1,712		30		—		1,798		14		3		Credit	1,876		7		13			1,613		36		—
Equity futures	Equity market	—		—		—		169		—		—
Equity index options	Equity market	46,098		766		1,503		45,815		1,372		1,207		Equity market	51,247		1,243		1,655			51,509		850		1,728
Equity variance swaps	Equity market	5,574		95		249		5,574		80		232		Equity market	1,098		11		30			2,136		69		69
Equity total return swaps	Equity market	5,037		41		33		3,920		280		3		Equity market	8,516		1,423		89			7,723		2		367
Total non-designated or nonqualifying derivatives		103,090		4,140		2,220		90,215		2,565		2,082
Total non-designated or non-qualifying derivatives															104,640		8,735		2,641			110,254		2,807		2,510
Embedded derivatives:
Ceded guaranteed minimum income benefits	Other	N/A		303		—		N/A		228		—		Other	N/A		316		—			N/A		217		—
Direct index-linked annuities														Other	N/A		—		(116		)	N/A		—		2,253
Direct guaranteed minimum benefits	Other	N/A		—		2,250		N/A		—		1,546		Other	N/A		—		4,190			N/A		—		1,548
Direct index-linked annuities	Other	N/A		—		1,566		N/A		—		488
Assumed guaranteed minimum benefits	Other	N/A		—		541		N/A		—		386		Other	N/A		—		709			N/A		—		442
Assumed index-linked annuities	Other	N/A		—		316		N/A		—		96		Other	N/A		—		280			N/A		—		339
Total embedded derivatives		N/A		303		4,673		N/A		228		2,516			N/A		316		5,063			N/A		217		4,582
Total		$	106,224	$	4,798	$	6,909	$	92,676	$	2,993	$	4,628		$	107,791	$	9,776	$	7,706		$	113,375	$	3,222	$	7,119

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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. 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.

2524

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) were as follows:

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 September 30, 2019
Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Interest rate derivatives $ —
$ —
$ 1
$ —
$ 51
Foreign currency exchange rate derivatives —
—
9
—
106
Total cash flow hedges —
—
10
—
157
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives 1,656
—
—
—
—
Foreign currency exchange rate derivatives 49
(2 ) —
—
—
Credit derivatives 2
—
—
—
—
Equity derivatives (18 ) —
—
—
—
Embedded derivatives (703 ) —
—
—
—
Total non-qualifying hedges 986
(2 ) —
—
—
Total $ 986
$ (2 ) $ 10
$ —
$ 157
Three Months Ended September 30, 2018
Derivatives Designated as Hedging Instruments:
Fair value hedges:
Interest rate derivatives $ (2 ) $ 2
$ —
$ —
$ —
Total fair value hedges (2 ) 2
—
—
—
Cash flow hedges:
Interest rate derivatives 45
—
1
—
(3 )
Foreign currency exchange rate derivatives

—
6
—
(4 )
Total cash flow hedges 45
—
7
—
(7 )
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives (266 ) —
—
—
—
Foreign currency exchange rate derivatives 6
(2 ) —
—
—
Credit derivatives 11
—
—
—
—
Equity derivatives (446 ) —
—
—
—
Embedded derivatives (13 ) —
—
(2 ) —
Total non-qualifying hedges (708 ) (2 ) —
(2 ) —
Total $ (665 ) $ —
$ 7
$ (2 ) $ (7 )

~~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			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)														(In millions)
Nine Months Ended September 30, 2019
Three Months Ended March 31, 2020
Derivatives Designated as Hedging Instruments:
Cash flow hedges:
Interest rate derivatives	$	28		$	—		$	2	$	—		$	51		$	1		$	—		$	1	$	—	$	97
Foreign currency exchange rate derivatives	20			(23		)	25		—			145			—			—			11		—		456
Total cash flow hedges	48			(23		)	27		—			196			1			—			12		—		553
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	2,905			—			—		—			—			4,921			—			—		—		—
Foreign currency exchange rate derivatives	71			(6		)	—		—			—			132			(7		)	—		—		—
Credit derivatives	31			—			—		—			—			(31		)	—			—		—		—
Equity derivatives	(1,808		)	—			—		—			—			1,964			—			—		—		—
Embedded derivatives	(1,436		)	—			—		—			—			(233		)	—			—		—		—
Total non-qualifying hedges	(237		)	(6		)	—		—			—			6,753			(7		)	—		—		—
Total	$	(189	)	$	(29	)	$	27	$	—		$	196		$	6,754		$	(7	)	$	12	$	—	$	553
Nine Months Ended September 30, 2018
Three Months Ended March 31, 2019
Derivatives Designated as Hedging Instruments:
Fair value hedges:
Interest rate derivatives	$	(12	)	$	12		$	1	$	—		$	—
Total fair value hedges	(12		)	12			1		—			—
Cash flow hedges:
Interest rate derivatives	62			—			4		—			(5		)	$	22		$	—		$	1	$	—	$	—
Foreign currency exchange rate derivatives	(1		)	—			17		—			33			3			—			8		—		(34		)
Total cash flow hedges	61			—			21		—			28			25			—			9		—		(34		)
Derivatives Not Designated or Not Qualifying as Hedging Instruments:
Interest rate derivatives	(1,190		)	—			—		—			—			332			—			—		—		—
Foreign currency exchange rate derivatives	29			(4		)	—		—			—			(8		)	—			—		—		—
Credit derivatives	7			—			—		—			—			18			—			—		—		—
Equity derivatives	(904		)	—			—		—			—			(1,446		)	—			—		—		—
Embedded derivatives	771			—			—		(4		)	—			(231		)	—			—		—		—
Total non-qualifying hedges	(1,287		)	(4		)	—		(4		)	—			(1,335		)	—			—		—		—
Total	$	(1,238	)	$	8		$	22	$	(4	)	$	28		$	(1,310	)	$	—		$	9	$	—	$	(34	)

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the balance in AOCI associated with cash flow hedges was ~~$399~~$783 million and ~~$253~~$232 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. 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.

2725

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 were as follows at:


	September 30, 2019					December 31, 2018					March 31, 2020						December 31, 2019
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)	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)										(Dollars in millions)
Aaa/Aa/A	$	9	$	615	2.4	$	8	$	689	2.0	$	3		$	680	2.5	$	11	$	615	2.5
Baa	21		1,097		5.3	3		1,109		5.0	(9		)	1,196		5.4	25		998		5.1
Total	$	30	$	1,712	4.3	$	11	$	1,798	3.9	$	(6	)	$	1,876	4.4	$	36	$	1,613	4.1

~~__________________~~_______________


(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~~S&P and ~~Fitch Ratings.~~Fitch. 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 on derivative instruments. Generally, the credit exposure is the fair value at the reporting date less any collateral received from the counterparty.

The Company manages its credit risk by: (i) entering into derivative transactions with creditworthy counterparties governed by master netting agreements; (ii) trading through regulated exchanges and central clearing counterparties; (iii) obtaining collateral, such as cash and securities, when appropriate; and (iv) setting limits on single party credit exposures which are subject to periodic management review.

See Note 6 for 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:


			Gross Amounts Not Offset on the Consolidated Balance Sheets															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		Gross Amount Recognized		Financial Instruments (1)			Collateral Received/Pledged (2)			Net Amount		Securities Collateral Received/Pledged (3)			Net Amount After Securities Collateral
	(In millions)															(In millions)
September 30, 2019
March 31, 2020
Derivative assets	$	4,555	$	(1,599	)	$	(1,831	)	$	1,125	$	(1,088	)	$	37	$	9,508	$	(2,101	)	$	(6,854	)	$	553	$	(541	)	$	12
Derivative liabilities	$	2,232	$	(1,599	)	$	—		$	633	$	(633	)	$	—	$	2,639	$	(2,101	)	$	(5	)	$	533	$	(531	)	$	2
December 31, 2018
December 31, 2019
Derivative assets	$	2,820	$	(1,671	)	$	(1,053	)	$	96	$	(83	)	$	13	$	3,046	$	(1,458	)	$	(1,100	)	$	488	$	(487	)	$	1
Derivative liabilities	$	2,104	$	(1,671	)	$	—		$	433	$	(433	)	$	—	$	2,522	$	(1,458	)	$	—		$	1,064	$	(1,061	)	$	3

~~__________________~~_______________


(1)	Represents amounts subject to an enforceable master netting agreement or similar agreement.


(2)	The amount of cash collateral offset in the table above is limited to the net estimated fair value of derivatives after application of netting agreement.

2826

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)	Securities collateral received by the Company is not recorded on the balance sheet. Amounts do not include excess of collateral pledged or received.

The Company’s collateral arrangements 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. Certain of these arrangements also include ~~credit contingent~~credit-contingent provisions 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 net liability position, in the event that the financial strength or credit rating of the party in a net liability position falls below a certain level.

The ~~following table presents the~~ aggregate estimated fair ~~value~~values of derivatives in a net liability position containing such ~~credit contingent~~credit-contingent provisions and the aggregate estimated fair value of assets posted as collateral for such ~~instruments.~~instruments were as follows at:


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(In millions)				(In millions)
Estimated fair value of derivatives in a net liability position (1)	$	633	$	433	$	538	$	1,064
Estimated Fair Value of Collateral Provided (2):
Fixed maturity securities	$	1,250	$	797	$	1,078	$	1,473

~~__________________~~_______________


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

(2)

Substantially all of the Company’s collateral arrangements provide for daily posting of collateral for the full value of the derivative contract. As a result, if the ~~credit contingent~~credit-contingent provisions of derivative contracts in a net liability position were triggered, minimal additional assets would be required to be posted as collateral or needed to settle the instruments immediately.

2927

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, are presented in the tables 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.


	September 30, 2019								March 31, 2020
	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	$	—	$	29,875	$	432	$	30,307	$	—	$	29,495	$	629	$	30,124
Foreign corporate									—		8,892		209		9,101
RMBS									—		8,730		83		8,813
U.S. government and agency	1,570		6,020		—		7,590		1,779		6,965		—		8,744
RMBS	—		9,063		77		9,140
Foreign corporate	—		9,112		376		9,488
CMBS	—		5,511		34		5,545		—		5,659		19		5,678
State and political subdivision	—		3,897		73		3,970		—		4,001		72		4,073
ABS	—		1,847		64		1,911		—		1,906		116		2,022
Foreign government	—		1,725		—		1,725		—		1,640		7		1,647
Total fixed maturity securities	1,570		67,050		1,056		69,676		1,779		67,288		1,135		70,202
Equity securities	11		133		4		148		11		107		4		122
Short-term investments	1,018		465		—		1,483		2,219		1,508		2		3,729
Derivative assets: (1)
Interest rate	—		3,114		—		3,114		—		5,950		—		5,950
Foreign currency exchange rate	—		436		13		449		—		786		40		826
Credit	—		21		9		30		—		—		7		7
Equity market	—		803		99		902		—		2,633		44		2,677
Total derivative assets	—		4,374		121		4,495		—		9,369		91		9,460
Embedded derivatives within asset host contracts (2)	—		—		303		303		—		—		316		316
Separate account assets	224		96,558		—		96,782		198		82,847		4		83,049
Total assets	$	2,823	$	168,580	$	1,484	$	172,887	$	4,207	$	161,119	$	1,552	$	166,878
Liabilities
Derivative liabilities: (1)
Interest rate	$	—	$	422	$	—	$	422	$	—	$	840	$	—	$	840
Foreign currency exchange rate	—		28		1		29		—		16		—		16
Credit									—		9		4		13
Equity market	—		1,534		251		1,785		—		1,737		37		1,774
Total derivative liabilities	—		1,984		252		2,236		—		2,602		41		2,643
Embedded derivatives within liability host contracts (2)	—		—		4,673		4,673		—		—		5,063		5,063
Total liabilities	$	—	$	1,984	$	4,925	$	6,909	$	—	$	2,602	$	5,104	$	7,706

3028

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, 2018								December 31, 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	$	—	$	23,740	$	319	$	24,059	$	—	$	30,266	$	325	$	30,591
Foreign corporate									—		9,554		132		9,686
RMBS									—		8,986		44		9,030
U.S. government and agency	2,334		6,310		—		8,644		1,542		5,702		—		7,244
RMBS	—		8,429		6		8,435
Foreign corporate	—		7,503		392		7,895
CMBS	—		5,004		129		5,133		—		5,714		—		5,714
State and political subdivision	—		3,512		74		3,586		—		3,938		73		4,011
ABS	—		2,072		39		2,111		—		1,877		73		1,950
Foreign government	—		1,485		—		1,485		—		1,751		—		1,751
Total fixed maturity securities	2,334		58,055		959		61,348		1,542		67,788		647		69,977
Equity securities	13		124		3		140		14		125		8		147
Short-term investments									1,004		473		5		1,482
Derivative assets: (1)
Interest rate	—		717		—		717		—		1,778		—		1,778
Foreign currency exchange rate	—		288		11		299		—		265		5		270
Credit	—		10		7		17		—		25		11		36
Equity market	—		1,634		98		1,732		—		850		71		921
Total derivative assets	—		2,649		116		2,765		—		2,918		87		3,005
Embedded derivatives within asset host contracts (2)	—		—		228		228		—		—		217		217
Separate account assets	217		91,293		1		91,511		180		99,485		3		99,668
Total assets	$	2,564	$	152,121	$	1,307	$	155,992	$	2,740	$	170,789	$	967	$	174,496
Liabilities
Derivative liabilities: (1)
Interest rate	$	—	$	619	$	—	$	619	$	—	$	330	$	—	$	330
Foreign currency exchange rate	—		48		—		48		—		43		—		43
Credit	—		2		1		3
Equity market	—		1,205		237		1,442		—		2,093		71		2,164
Total derivative liabilities	—		1,874		238		2,112		—		2,466		71		2,537
Embedded derivatives within liability host contracts (2)	—		—		2,516		2,516		—		—		4,582		4,582
Total liabilities	$	—	$	1,874	$	2,754	$	4,628	$	—	$	2,466	$	4,653	$	7,119

~~__________________~~_______________

(1)

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.~~sheets.


(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.

3129

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 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. In addition, the Chief Accounting Officer periodically reports to the Audit Committee of 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~~Prices received are assessed to determine if they represent a reasonable estimate of fair ~~value through~~value. Several controls ~~designed to ensure valuations represent an exit price. Valuation service providers perform several controls,~~are performed, 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 a 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.

~~Valuation service providers~~A formal process is also ~~apply a formal process~~applied 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, ~~valuation service providers will use~~ the last available ~~price.~~price will be used.

~~The Company reviews outputs of the valuation service providers’~~Additional controls ~~and performs additional controls, including certain monthly controls, which include but~~ are ~~not limited to, performing~~performed, such as, 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 ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

Determination of Fair Value

Fixed 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.

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~~broker-dealer quotes, and comparable securities that are actively traded.

3230

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: 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 and 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.

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 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.

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.

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)

Embedded Derivatives

Embedded derivatives principally include certain direct and ceded variable annuity guarantees and equity crediting rates within index-linked annuity 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 determines the fair value of these embedded derivatives 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 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~~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 BHF’s debt. These observable spreads are then adjusted to reflect the priority of these liabilities and ~~claims paying~~claims-paying ability of the issuing insurance subsidiaries as compared to 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.

The Company issues and assumes through reinsurance index-linked annuities which allow the policyholder to participate in returns from equity indices. 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 crediting rates associated with index-linked annuities is determined using a combination of an option pricing model and 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 Into or 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.

3432

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~~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) were as follows at:


					September 30, 2019			December 31, 2018			Impact of Increase in Input on Estimated Fair Value					March 31, 2020			December 31, 2019			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	Valuation Techniques		Significant Unobservable Inputs		Range			Range			Impact of Increase in Input on Estimated Fair Value
Embedded derivatives	Embedded derivatives											Embedded derivatives
Direct, assumed and ceded guaranteed minimum benefits	•	Option pricing techniques	•	Mortality rates	0.02%	-	11.31%	0.02%	-	11.31%	Decrease (1)	•	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)			•	Lapse rates	0.25%	-	16.00%	0.25%	-	16.00%	Decrease (2)
			•	Utilization rates	0.00%	-	25.00%	0.00%	-	25.00%	Increase (3)			•	Utilization rates	0.00%	-	25.00%	0.00%	-	25.00%	Increase (3)
			•	Withdrawal rates	0.25%	-	10.00%	0.25%	-	10.00%	(4)			•	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)			•	Long-term equity volatilities	16.24%	-	21.65%	16.24%	-	21.65%	Increase (5)
			•	Nonperformance risk spread	0.61%	-	2.37%	1.91%	-	2.66%	Decrease (6)			•	Nonperformance risk spread	3.19%	-	3.43%	0.54%	-	1.99%	Decrease (6)

~~___________________~~_______________


(1)	Mortality rates vary by age and by demographic characteristics such as gender. ~~Range~~The 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 and include an assumption for mortality improvement.

(2)

~~Range~~The range shown 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 contracts are less likely to lapse. Lapse rates are also generally assumed to be lower in periods when a surrender charge applies.

(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 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.

(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.


(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.


(6)	Nonperformance risk spread varies by 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 Company does not develop unobservable inputs used in measuring fair value for all other assets and liabilities classified within Level 3; therefore, these are not included in the table above. The other Level 3 assets and liabilities primarily included fixed maturity securities and derivatives. For fixed maturity securities valued based on non-binding broker quotes, an increase (decrease) in credit spreads would result in 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.

3533

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~~changes in assets and (liabilities) measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3): were summarized as follows:


	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			Short-term Investments		Net Derivatives (2)			Net Embedded Derivatives (3)			Separate Account Assets (4)			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 September 30, 2019
Three Months Ended March 31, 2020
Balance, beginning of period	$	748		$	108		$	74		$	—	$	4		$	—	$	(134	)	$	(3,450	)	$	—		$	457		$	117		$	73		$	—	$	8		$	5		$	16		$	(4,365	)	$	3
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)	—			—			—			—		—			—		(2		)	(703		)	—			(2		)	—			—			—		—			—			1			(233		)	—
Total realized/unrealized gains (losses) included in AOCI	—			1			—			—		—			—		3			—			—			(44		)	(8		)	—			—		—			—			31			—			(1		)
Purchases (7)	117			61			—			—		—			—		—			—			—			249			65			—			7		—			—			—			—			1
Sales (7)	(22		)	(6		)	(1		)	—		—			—		—			—			—			(11		)	(6		)	(1		)	—		—			(3		)	2			—			—
Issuances (7)	—			—			—			—		—			—		—			—			—			—			—			—			—		—			—			—			—			—
Settlements (7)	—			—			—			—		—			—		—			(217		)	—			—			—			—			—		—			—			—			(149		)	—
Transfers into Level 3 (8)	49			29			—			—		—			—		—			—			—			220			68			—			—		—			—			—			—			1
Transfers out of Level 3 (8)	(84		)	(18		)	—			—		—			—		2			—			—			(31		)	(18		)	—			—		(4		)	—			—			—			—
Balance, end of period	$	808		$	175		$	73		$	—	$	4		$	—	$	(131	)	$	(4,370	)	$	—		$	838		$	218		$	72		$	7	$	4		$	2		$	50		$	(4,747	)	$	4
Three Months Ended September 30, 2018
Three Months Ended March 31, 2019
Balance, beginning of period	$	1,815		$	1,261		$	8		$	—	$	120		$	—	$	(284	)	$	(1,498	)	$	4		$	711		$	174		$	74		$	—	$	3		$	—		$	(122	)	$	(2,288	)	$	1
Total realized/unrealized gains (losses) included in net income (loss) (5) (6)	—			10			2			—		(2		)	—		(4		)	(15		)	—			—			(1		)	—			—		—			—			(9		)	(234		)	—
Total realized/unrealized gains (losses) included in AOCI	(44		)	(8		)	(2		)	—		—			—		—			—			—			7			2			—			—		—			—			(4		)	—			—
Purchases (7)	56			287			—			—		—			—		—			—			1			16			29			—			—		—			—			—			—			—
Sales (7)	(50		)	(114		)	(6		)	—		—			—		—			—			—			(2		)	(13		)	—			—		—			—			—			—			(1		)
Issuances (7)	—			—			—			—		—			—		—			—			—			—			—			—			—		—			—			—			—			—
Settlements (7)	—			—			—			—		—			—		—			(152		)	—			—			—			—			—		—			—			—			(205		)	—
Transfers into Level 3 (8)	20			3			—			—		9			—		—			—			—			36			45			—			—		1			—			—			—			—
Transfers out of Level 3 (8)	(208		)	(170		)	(2		)	—		(5		)	—		—			—			(1		)	(89		)	(8		)	—			—		—			—			(1		)	—			—
Balance, end of period	$	1,589		$	1,269		$	—		$	—	$	122		$	—	$	(288	)	$	(1,665	)	$	4		$	679		$	228		$	74		$	—	$	4		$	—		$	(136	)	$	(2,727	)	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2019 (9)	$	—		$	—		$	—		$	—	$	—		$	—	$	(2	)	$	(778	)	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2018 (9)	$	—		$	4		$	—		$	—	$	—		$	—	$	(4	)	$	(13	)	$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at March 31, 2020 (9)																										$	(1	)	$	—		$	—		$	—	$	—		$	—		$	1		$	(242	)	$	—
Changes in unrealized gains (losses) included in OCI for the instruments still held at March 31, 2020 (9)																										$	(44	)	$	(8	)	$	—		$	—	$	—		$	—		$	30		$	—		$	—
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at March 31, 2019 (9)																										$	—		$	(1	)	$	—		$	—	$	—		$	—		$	(8	)	$	(291	)	$	—

_______________


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

3634

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 Short-term
Investments Net
Derivatives (2) Net Embedded
Derivatives (3) Separate
Account Assets (4)
(In millions)
Nine Months Ended September 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) —
1
—
—
—
—
(10 ) (1,436 ) —
Total realized/unrealized gains (losses)
included in AOCI 11
3
—
—
—
—
5

—
Purchases (7) 178
74
—
—
—
—
—
—
—
Sales (7) (78 ) (24 ) (1 ) —
—
—
—
—
(1 )
Issuances (7) —
—
—
—
—
—
—
—
—
Settlements (7) —
—
—
—
—
—
—
(646 ) —
Transfers into Level 3 (8) 147
92
—
—
1
—
—
—
—
Transfers out of Level 3 (8) (161 ) (145 ) —
—
—
—
(4 ) —
—
Balance, end of period $ 808
$ 175
$ 73
$ —
$ 4
$ —
$ (131 ) $ (4,370 ) $ —
Nine Months Ended September 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) 2
21
—
—
(4 ) —
(12 ) 767
—
Total realized/unrealized gains (losses)
included in AOCI (118 ) (10 ) —
—
—
—
—
—
—
Purchases (7) 164
339
—
—
—
—
3
—
1
Sales (7) (183 ) (227 ) —
—
(3 ) (14 ) —
—
(1 )
Issuances (7) —
—
—
—
—
—
—
—
—
Settlements (7) —
—
—
—
—
—
—
(425 ) (1 )
Transfers into Level 3 (8) 20
—
—
—
10
—
—
—
—
Transfers out of Level 3 (8) (233 ) (76 ) —
(5 ) (5 ) —
—
—
—
Balance, end of period $ 1,589
$ 1,269
$ —
$ —
$ 122
$ —
$ (288 ) $ (1,665 ) $ 4
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2019 (9) $ —
$ 1
$ —
$ —
$ —
$ —
$ (11 ) $ (1,647 ) $ —
Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2018 (9) $ (1 ) $ 14
$ —
$ —
$ (4 ) $ —
$ (12 ) $ 739
$ —

~~__________________~~


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


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


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


(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).

~~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)~~

(5)

Amortization of premium/accretion of discount is included within net investment income. ~~Impairments~~Changes in the allowance for credit losses and direct write-offs are 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).


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


(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.


(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.

(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.~~for fixed maturities are reported in either net investment income or net investment gains (losses). 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 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 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:~~

September 30, 2019
Fair Value Hierarchy
Carrying
Value Level 1 Level 2 Level 3
Total
Estimated
Fair Value
(In millions)
Assets
Mortgage loans $ 15,269
$ —
$ —
$ 15,980
$ 15,980
Policy loans $ 915
$ —
$ 518
$ 522
$ 1,040
Other invested assets $ 63
$ —
$ 50
$ 13
$ 63
Premiums, reinsurance and other receivables $ 1,612
$ —
$ 46
$ 1,982
$ 2,028
Liabilities
Policyholder account balances $ 15,469
$ —
$ —
$ 15,682
$ 15,682
Long-term debt $ 845
$ —
$ 40
$ 887
$ 927
Other liabilities $ 898
$ —
$ 553
$ 349
$ 902
Separate account liabilities $ 1,122
$ —
$ 1,122
$ —
$ 1,122

3835

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



	March 31, 2020
			Fair Value Hierarchy
	Carrying Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)
Assets
Mortgage loans	$	15,457	$	—	$	—	$	15,775	$	15,775
Policy loans	$	836	$	—	$	435	$	595	$	1,030
Other invested assets	$	154	$	—	$	39	$	115	$	154
Premiums, reinsurance and other receivables	$	2,177	$	—	$	37	$	2,493	$	2,530
Liabilities
Policyholder account balances	$	15,637	$	—	$	—	$	14,996	$	14,996
Short-term debt	$	100	$	—	$	—	$	100	$	100
Long-term debt	$	844	$	—	$	38	$	604	$	642
Other liabilities	$	1,261	$	—	$	484	$	769	$	1,253
Separate account liabilities	$	949	$	—	$	949	$	—	$	949



	December 31, 2019
			Fair Value Hierarchy
	Carrying Value		Level 1		Level 2		Level 3		Total Estimated Fair Value
	(In millions)
Assets
Mortgage loans	$	15,664	$	—	$	—	$	16,291	$	16,291
Policy loans	$	875	$	—	$	479	$	504	$	983
Other invested assets	$	51	$	—	$	39	$	12	$	51
Premiums, reinsurance and other receivables	$	2,053	$	—	$	41	$	2,427	$	2,468
Liabilities
Policyholder account balances	$	15,474	$	—	$	—	$	15,576	$	15,576
Long-term debt	$	844	$	—	$	39	$	903	$	942
Other liabilities	$	943	$	—	$	169	$	777	$	946
Separate account liabilities	$	1,186	$	—	$	1,186	$	—	$	1,186

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 and Short-term Debt

~~Surplus Note~~Intercompany Liquidity Facilities

BHF has established an intercompany liquidity facility with certain of its insurance and non-insurance subsidiaries to provide short-term liquidity within and across the combined group of companies. Under the facility, which is comprised of a series of revolving loan agreements among BHF and its participating subsidiaries, each company may lend to or borrow from each other, subject to certain maximum limits for a term not more than 364 days. For each insurance subsidiary, the borrowing and lending limit is 3% of the respective insurance subsidiary’s statutory admitted assets as of the previous year end. For BHF and each non-insurance subsidiary, the borrowing and lending limit is based on a formula tied to the statutory admitted assets of the respective insurance subsidiaries.

On March ~~25, 2019,~~30, 2020, BH Holdings issued a $100 million promissory note due June 30, 2020 to Brighthouse Life Insurance Company, ~~issued a $412 million surplus note due March 2059 to Brighthouse Holdings, LLC,~~ which bears interest at a fixed rate of ~~8.07%, payable annually. Payments~~2.4996% and is included in premiums, reinsurance and other receivables. Additionally, on March 30, 2020, Brighthouse Life Insurance Company of NY issued a $100 million promissory note due June 30, 2020 to BH Holdings, which bears interest at a fixed rate of 2.4996% and ~~principal on this surplus note may be made only with the prior approval of the Delaware Department of Insurance.~~is included in long-term and short-term debt.

8. Equity

Capital Transactions

During the first quarter of 2020, Brighthouse Life Insurance Company paid an ordinary cash dividend of $300 million to BH Holdings, which was accounted for as a return of capital. See Note 12.

Accumulated Other Comprehensive Income (Loss)

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


	Three Months Ended September 30, 2019												Three Months Ended March 31, 2020
	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, June 30, 2019	$	2,521		$	172		$	(19	)	$	2,674
Balance at December 31, 2019													$	3,066		$	163		$	(14	)	$	3,215
OCI before reclassifications(2)	952			157			(4		)	1,105			(1,509		)	553			(6		)	(962		)
Deferred income tax benefit (expense)	(200		)	(33		)	—			(233		)	318			(116		)	—			202
AOCI before reclassifications, net of income tax	3,273			296			(23		)	3,546			1,875			600			(20		)	2,455
Amounts reclassified from AOCI	(17		)	(1		)	—			(18		)	(10		)	(2		)	—			(12		)
Deferred income tax benefit (expense)	3			1			—			4			2			—			—			2
Amounts reclassified from AOCI, net of income tax	(14		)	—			—			(14		)	(8		)	(2		)	—			(10		)
Balance, September 30, 2019	$	3,259		$	296		$	(23	)	$	3,532
Balance at March 31, 2020													$	1,867		$	598		$	(20	)	$	2,445



	Three Months Ended March 31, 2019
	Unrealized Investment Gains (Losses), Net of Related Offsets (1)			Unrealized Gains (Losses) on Derivatives			Foreign Currency Translation Adjustments			Total
	(In millions)
Balance at December 31, 2018	$	564		$	180		$	(26	)	$	718
OCI before reclassifications	1,222			(34		)	—			1,188
Deferred income tax benefit (expense)	(257		)	7			—			(250		)
AOCI before reclassifications, net of income tax	1,529			153			(26		)	1,656
Amounts reclassified from AOCI	28			(26		)	—			2
Deferred income tax benefit (expense)	(6		)	6			—			—
Amounts reclassified from AOCI, net of income tax	22			(20		)	—			2
Balance at March 31, 2019	$	1,551		$	133		$	(26	)	$	1,658

_______________


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

3937

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)

Three Months Ended
September 30, 2018
Unrealized
Investment Gains
(Losses), Net of
Related Offsets (1) Unrealized
Gains (Losses)
on Derivatives Foreign
Currency
Translation
Adjustments Total
(In millions)
Balance, June 30, 2018 $ 671
$ 162
$ (18 ) $ 815
OCI before reclassifications (298 ) (7 ) (8 ) (313 )
Deferred income tax benefit (expense) 61
2
1
64
AOCI before reclassifications, net of income tax 434
157
(25 ) 566
Amounts reclassified from AOCI 37
(46 ) —
(9 )
Deferred income tax benefit (expense) (8 ) 11
—
3
Amounts reclassified from AOCI, net of income tax 29
(35 ) —
(6 )
Balance, September 30, 2018 $ 463
$ 122
$ (25 ) $ 560

Nine Months Ended
September 30, 2019
Unrealized
Investment Gains
(Losses), Net of
Related Offsets (1) Unrealized
Gains (Losses)
on Derivatives Foreign
Currency
Translation
Adjustments Total
(In millions)
Balance, December 31, 2018 $ 564
$ 180
$ (26 ) $ 718
OCI before reclassifications 3,452
196
3
3,651
Deferred income tax benefit (expense) (725 ) (41 ) —
(766 )
AOCI before reclassifications, net of income tax 3,291
335
(23 ) 3,603
Amounts reclassified from AOCI (40 ) (50 ) —
(90 )
Deferred income tax benefit (expense) 8
11
—
19
Amounts reclassified from AOCI, net of income tax (32 ) (39 ) —
(71 )
Balance, September 30, 2019 $ 3,259
$ 296
$ (23 ) $ 3,532

Nine Months Ended
September 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 (1,633 ) 28
(2 ) (1,607 )
Deferred income tax benefit (expense) 361
(6 ) —
355
AOCI before reclassifications, net of income tax 358
173
(25 ) 506
Amounts reclassified from AOCI 136
(65 ) —
71
Deferred income tax benefit (expense) (31 ) 14
—
(17 )
Amounts reclassified from AOCI, net of income tax 105
(51 ) —
54
Balance, September 30, 2018 $ 463
$ 122
$ (25 ) $ 560

~~__________________~~


~~(1)~~(2)	~~See~~Includes $3 million related to the adoption of ASU 2016-13, see Note 41 ~~for information on offsets to investments related to future policy benefits, DAC, VOBA and DSI.~~.

~~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	Amounts Reclassified from AOCI						Consolidated Statements of Operations and Comprehensive Income (Loss) Locations
	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
	2019			2018			2019			2018				2020			2019
	(In millions)													(In millions)
Net unrealized investment gains (losses):
Net unrealized investment gains (losses)	$	17		$	(36	)	$	67		$	(136	)	Net investment gains (losses)	$	12		$	(24	)	Net investment gains (losses)
Net unrealized investment gains (losses)	—			—			—			1			Net investment income	(2		)	(4		)	Net derivative gains (losses)
Net unrealized investment gains (losses)	—			(1		)	(27		)	(1		)	Net derivative gains (losses)
Net unrealized investment gains (losses), before income tax	17			(37		)	40			(136		)		10			(28		)
Income tax (expense) benefit	(3		)	8			(8		)	31				(2		)	6
Net unrealized investment gains (losses), net of income tax	14			(29		)	32			(105		)		8			(22		)
Unrealized gains (losses) on derivatives - cash flow hedges:
Interest rate swaps	—			15			28			31			Net derivative gains (losses)	1			22			Net derivative gains (losses)
Interest rate swaps	1			—			2			2			Net investment income	1			1			Net investment income
Interest rate forwards	—			30			—			31			Net derivative gains (losses)
Interest rate forwards	—			1			—			2			Net investment income
Foreign currency swaps	—			—			20			(1		)	Net derivative gains (losses)	—			3			Net derivative gains (losses)
Gains (losses) on cash flow hedges, before income tax	1			46			50			65				2			26
Income tax (expense) benefit	(1		)	(11		)	(11		)	(14		)		—			(6		)
Gains (losses) on cash flow hedges, net of income tax	—			35			39			51				2			20
Total reclassifications, net of income tax	$	14		$	6		$	71		$	(54	)		$	10		$	(2	)

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. 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 ~~$60~~$59 million and ~~$179~~$58 million for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~respectively, and $65 million and $195 million for the three months and nine months ended September 30, 2018,~~ respectively, of which substantially all were reported in the Annuities segment.

4138

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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 September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(In millions)								(In millions)
Compensation	$	71	$	63	$	217	$	213	$	73	$	72
Contracted services and other labor costs	66		53		162		152		61		40
Transition services agreements	62		67		189		206		36		64
Establishment costs	20		100		93		100		40		38
Premium and other taxes, licenses and fees	14		11		30		51		11		6
Separate account fees	—		—		2		1
Volume related costs, excluding compensation, net of DAC capitalization	144		154		436		462		122		151
Interest expense on debt	17		—		43		2		17		10
Other	70		61		181		166		50		53
Total other expenses	$	464	$	509	$	1,353	$	1,353	$	410	$	434

Related Party Expenses

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 ~~September 30, 2019.~~March 31, 2020.

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 ~~September 30, 2019,~~March 31, 2020, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued for these matters ~~was not material.~~to be $0 to $10 million.

4239

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.

Group Annuity Class Action

Leroy and Geraldine Atkins v. Brighthouse Life Insurance Company, Brighthouse Financial, Inc., et al. (U.S. District Court, District of Nevada, filed November 18, 2019). Plaintiffs have filed a purported class action lawsuit against Brighthouse Life Insurance Company, Brighthouse Financial, Inc., MetLife, Inc. and Metropolitan Life Insurance Company relating to the pension closeout business. Plaintiffs allege that annuity benefits were due but have not been paid. Plaintiffs also allege they were not able to obtain information as to the group annuity contract and the benefit other than what was on a benefit election form. Plaintiffs seek to represent a class of all annuitants and their designated beneficiaries who were due annuity payments pursuant to group annuity contracts purchased from defendants by sponsors of employer provided defined benefit plans. Plaintiffs allege the defendants failed to timely contact, notify and pay overdue annuity benefits and interest to retirees. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing (contract and tort), unjust enrichment, conversion and breach of fiduciary duty. In March 2020, Brighthouse Life Insurance Company and Brighthouse Financial, Inc. filed a joint motion to dismiss. In April 2020, the parties filed a stipulation of dismissal without prejudice.

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.

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.

~~Commitments~~

~~Mortgage Loan Commitments~~

The Company commits to lend funds under mortgage loan commitments. The amounts of these mortgage loan commitments were $235 million and $492 million at September 30, 2019 and December 31, 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 $1.9 billion at both September 30, 2019 and December 31, 2018.

4340

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)

Other Contingencies

The Company applies the same standard of recognition for non-litigation loss contingencies when assertions are made involving contract disputes with third-party vendors or with counterparties to contractual arrangements entered into by the Company. In such cases, the Company establishes liabilities when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For some asserted claims, the Company is not currently able to estimate any reasonably possible loss or range of loss associated with such matters, and will be unable to do so until developments have provided sufficient information to support any such assessments. On a quarterly and annual basis, the Company reviews relevant information with respect to non-litigation contingencies and, when applicable, updates its accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews.

Commitments

Mortgage Loan Commitments

The Company commits to lend funds under mortgage loan commitments. The amounts of these mortgage loan commitments were $325 million and $206 million at March 31, 2020 and December 31, 2019, 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 $1.7 billion and $1.8 billion at March 31, 2020 and December 31, 2019, respectively.

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 $122 million, with a cumulative maximum of ~~$128~~$127 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 ~~September 30, 2019~~both March 31, 2020 and December 31, ~~2018, respectively,~~2019 for indemnities, guarantees and commitments.

11. Related Party Transactions

The Company has various existing arrangements with its Brighthouse affiliates and had previous arrangements with MetLife, Inc. (together with its subsidiaries and affiliates, “MetLife”) for services necessary to conduct its activities. Certain of the MetLife services have continued, however, MetLife ~~was no longer considered~~ceased to be a related party ~~upon the completion of the MetLife Divestiture on~~in June ~~14, 2018 (see~~ 2018. SeeNote ~~1).~~9for amounts related to continuing transition services. The Company also has related party ~~investment~~debt and ~~debt~~equity transactions (seeNotes 47 and 7)8). 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.

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



	Three Months Ended March 31,
	2020			2019
	(In millions)
Premiums
Reinsurance assumed	$	—		$	—
Universal life and investment-type product policy fees
Reinsurance assumed	$	2		$	1
Other revenues
Reinsurance assumed	$	—		$	1
Policyholder benefits and claims
Reinsurance assumed	$	17		$	7
Other expenses
Reinsurance assumed	$	(5	)	$	(7	)

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



	March 31, 2020			December 31, 2019
	Assumed			Assumed
	(In millions)
Assets
Premiums, reinsurance and other receivables	$	25		$	26
Liabilities
Future policy benefits	$	105		$	97
Policyholder account balances	$	709		$	443
Other policy-related balances	$	8		$	11
Other liabilities	$	(10	)	$	(21	)

4441

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 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
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
(In millions)
Premiums
Reinsurance assumed $ (1 ) $ 1
$ —
$ 8
Reinsurance ceded —
—
—
(201 )
Net premiums $ (1 ) $ 1
$ —
$ (193 )
Universal life and investment-type product policy fees
Reinsurance assumed $ 2
$ 2
$ 5
$ 49
Reinsurance ceded —
—
—
1
Net universal life and investment-type product policy fees $ 2
$ 2
$ 5
$ 50
Other revenues
Reinsurance assumed $ 1
$ —
$ 2
$ 1
Reinsurance ceded —
—
—
18
Net other revenues $ 1
$ —
$ 2
$ 19
Policyholder benefits and claims
Reinsurance assumed $ 8
$ 8
$ 25
$ 38
Reinsurance ceded —
—
—
(177 )
Net policyholder benefits and claims $ 8
$ 8
$ 25
$ (139 )

~~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:~~

September 30, 2019 December 31, 2018
Assumed Ceded Assumed Ceded
(In millions)
Assets
Premiums, reinsurance and other receivables $ 21
$ —
$ 21
$ —
Liabilities
Policyholder account balances $ 542
$ —
$ 386
$ —
Other policy-related balances $ 10
$ —
$ 14
$ —
Other liabilities $ (26 ) $ —
$ (38 ) $ —

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 included within net derivative gains (losses). The embedded derivatives associated with these agreements are included within policyholder account balances and were ~~$542~~$709 million and ~~$386~~$443 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. Net derivative gains (losses) associated with the embedded derivatives were ($~~106)~~266) million and ~~($154)~~$6 million for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~respectively, and $33 million and $150 million for the three months and nine months ended September 30, 2018,~~ respectively.

4542

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)

Shared Services and Overhead Allocations

Brighthouse ~~affiliates~~Services, LLC, an affiliate, currently ~~provide and previously MetLife provided~~provides 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. Costs incurred under these arrangements with Brighthouse affiliates, as well as with MetLife prior to the MetLife Divestiture, were $274 million and $846 million for the three months and nine months ended September 30, 2019, respectively, and $386 million and $887 million for the three months and nine months ended September 30, 2018, respectively, and were recorded in other expenses. Revenues received from ~~affiliates~~an affiliate related to these agreements, recorded in universal life and investment-type product policy fees, were ~~$56~~$53 million and ~~$165~~$54 million for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~respectively, and $59~~respectively. Costs incurred under these arrangements were $256 million and ~~$179~~$289 million for the three months ended March 31, 2020 and ~~nine months ended September 30, 2018, respectively.~~2019, respectively, and were recorded in other expenses.

~~The Company had net receivables (payables) from/to affiliates, related to the items discussed above, of ($93) million and ($50) million at September 30, 2019 and December 31, 2018, respectively.~~

~~Brighthouse affiliates incur~~Included in these costs are those incurred related to the establishment of services and infrastructure to replace those previously provided by MetLife. The Company incurred costs of $22 million and ($6) million for the three months ended March 31, 2020 and 2019, respectively. The Company is charged a fee to reflect the value of the available infrastructure and services provided by these costs. While management believes 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~~

The Company had net receivables (payables) from/to affiliates, related to the Company under this arrangement as incurred by Brighthouse affiliates, the Company would not have incurred additional expenses for the three months and nine months ended September 30, 2019. The Company would have incurred additional expensesitems discussed above, of ~~$27~~($47) million and ~~$56~~($43) million ~~under this arrangement for the three months~~at March 31, 2020 and ~~nine months ended September 30, 2018,~~December 31, 2019, 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 ~~$52~~$50 million ~~and $153 million~~ for both of the three months ended March 31, 2020 and ~~nine months ended September 30, 2019, respectively, $55 million and $166 million for the three months and nine months ended September 30, 2018, respectively.~~2019. Commission expenses incurred related to these transactions and recorded in other expenses was ~~$397~~$204 million and ~~$603~~$194 million for the three months ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~respectively, and $214 million and $540 million for the three months and nine months ended September 30, 2018,~~ respectively. The Company also had related party fee income receivables of ~~$17~~$15 million and $18 million at ~~both September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019, respectively.

12. Subsequent Events

Capital Transactions

On April 24, 2020, Brighthouse Life Insurance Company paid an ordinary cash dividend of $500 million to BH Holdings.

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	4845
Overview	4845
Regulatory Developments	4846
Summary of Critical Accounting Estimates	4946
Non-GAAP ~~and Other Financial~~ Disclosures	4947
Results of Operations	5149
Note Regarding Forward-Looking Statements	5653

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~~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, ~~2018,~~2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on March ~~5, 2019~~4, 2020 (the ~~“2018~~“2019 Annual Report”); (iii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “First Quarter Form 10-Q”) filed with the SEC on May 8, 2019; (iv) our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Second Quarter Form 10-Q”) filed with the SEC on August 7, 2019; and ~~(v)~~(iii) our current reports on Form 8-K filed in ~~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 refer solely to Brighthouse Financial, Inc., and 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 BHF common stock outstanding immediately prior to the distribution date by MetLife, Inc. to holders of MetLife, Inc. common stock as of the record date for the distribution. The term “MetLife Divestiture” refers to the disposition by MetLife, Inc. on June 14, 2018 of all its remaining shares of BHF common stock. Effective with the MetLife Divestiture, MetLife, Inc. and its subsidiaries and affiliates are no longer considered related parties to BHF and its subsidiaries and affiliates.2020.

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 in Corporate & Other. See “Business — Segments and Corporate & Other” included in the ~~2018~~2019 Annual Report 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 ~~2019.~~2020.

COVID-19 Pandemic

We are closely monitoring developments related to the worldwide pandemic sparked by the novel coronavirus (“COVID-19 pandemic”), which has already negatively impacted us, including as discussed below. At this time, it is not possible to estimate the severity or duration of the pandemic, including the severity, duration and frequency of any additional “waves” of the pandemic or the timetable for the development and implementation, and the efficacy, of any therapeutic treatment or vaccine for COVID-19. It is likewise not possible to predict or estimate the longer-term effects of the pandemic, or any actions taken to contain or address the pandemic, on the economy at large and on our business, results of operations, financial condition and prospects, including the impact on our investment portfolio and our ratings, or the need for us in the future to revisit or revise targets previously provided to the markets and/or aspects of our business model. See also “Risk Factors — The ongoing COVID-19 pandemic may materially adversely affect our business, results of operations and financial condition, including capitalization and liquidity.”

In March, in response to this extraordinary event, management promptly implemented our business continuity plans, and quickly and successfully shifted all our employees to a work-from-home environment. Our sales and support teams remain fully operational, and we have continued to serve our distribution partners and customers without interruption. Additionally, we are closely monitoring all aspects of our business, including but not limited to, levels of sales and claims activity, policy lapses or surrenders, payments of premiums, sources and uses of liquidity, the valuation of our investments and the performance of our derivatives programs. We have observed varying degrees of impact in these areas, and have taken prudent and proportionate measures to address such impacts; however, at this time it is impossible to predict if the COVID-19 pandemic will have a material adverse impact on our business, results of operations or financial condition. We continue to closely monitor this evolving situation as we remain focused on ensuring the health and safety of our employees, on supporting our partners and customers as usual and on mitigating potential adverse impacts to our business.

Increased economic uncertainty and increased unemployment resulting from the economic impacts of the COVID-19 pandemic have also impacted sales of certain of our products and have prompted us to take actions to provide relief to customers affected by adverse circumstances due to the COVID-19 pandemic, as further described in “— Regulatory Developments.” While the relief granted to customers to date has not had a material impact on our financial condition or results of operations, it is not possible to estimate the potential impact of any future relief. Circumstances resulting from the COVID-19 pandemic may affect the incidence of claims, utilization of benefits, lapses or surrenders of policies and payments on insurance premiums, any of which could impact future revenues and expenses associated with our products.

Our investment portfolio (and, specifically, the valuations of certain investment assets we hold) has been, and we expect will continue to be, adversely affected as a result of the impact of the COVID-19 pandemic on capital markets and the global economy, as well as uncertainty regarding its duration and outcome. See Note 4 of the Notes to the Interim Condensed Consolidated Financial Statements.

Credit rating agencies may continue to review and adjust their ratings for the companies that they rate, including us. The credit rating agencies also evaluate the insurance industry as a whole and may change our credit rating based on their overall view of our industry. For example, Fitch recently revised the rating outlook of Brighthouse Life Insurance Company and certain of its affiliated companies to negative from stable due to the disruption to economic activity and the financial markets from the COVID-19 pandemic. This action by Fitch followed its revision of the rating outlook on the U.S. life insurance industry to negative. Downgrades in our ratings or changes to our rating outlooks could have a material adverse effect on our results of operations and financial condition, including capitalization and liquidity. There can be no assurance that Fitch will not take further adverse action with respect to our ratings or that other rating agencies will not take similar actions in the future. Each rating should be evaluated independently of any other rating.

Regulatory Developments

We and our ~~life~~ insurance ~~subsidiaries,~~subsidiary, BHNY, and our reinsurance subsidiary, Brighthouse Reinsurance Company of Delaware, ~~and BHNY,~~ are regulated primarily at the state level, with some products and services also subject to federal regulation.In addition, Brighthouse Life Insurance Company and its affiliates are subject to regulation under the insurance holding company laws of various U.S. jurisdictions.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, as well as environmental and unclaimed property laws and regulations. See “Business— Regulation,” as well as “Risk Factors — Regulatory and Legal Risks” included in our ~~2018~~2019 Annual Report, as amended or supplemented ~~herein and in our Second Quarter Form 10-Q under~~herein.

State Insurance Regulatory Actions Related to the ~~headings “Management’s Discussion and Analysis~~COVID-19 Pandemic

As U.S. states have declared states of ~~Financial Condition and Results of Operations — Overview — NAIC” and “ — Standard of Conduct Regulation.”~~

~~Standard of Conduct Regulation~~

emergency, many state insurance regulators have mandated or recommended that insurers implement policies to provide relief to consumers who have been adversely impacted by the COVID-19 pandemic. As a result, ~~of overlapping efforts by the Department of Labor (the “DOL”), the National Association of Insurance Commissioners, individual states, and the SEC~~we have taken actions to ~~impose fiduciary-like requirements in connection with the sale of annuities,~~provide relief to our life insurance ~~policies~~policyholders, annuitants and ~~securities, there~~other contract holders who have ~~been~~claimed hardship as a ~~number~~result of ~~proposed~~the COVID-19 pandemic. Such relief may include extending the grace period for payment of insurance premiums, offering additional time to exercise contractual rights or ~~adopted changes to the laws and regulations that govern the conduct of our business and the firms that distribute our products. While we manufacture annuity and life insurance products,~~

we do not directly distribute our products to consumers. However, regulations establishing standards of conduct in connection with the distribution and sale of these products could affect our business by imposing greater compliance, oversight, disclosure and notification requirementsoptions or extending maturity dates on our distributors and/or us, which may in either case increase our costs or limit distribution of our products. Earlier this year, the DOL indicated that it may issue a new proposed rule on fiduciary investment advice under ERISA in 2019. At this time, we cannot predict the content or form of any such rule or its impact on our business, results of operations and financial condition. See “Business — Regulation — Standard of Conduct Regulation — Department of Labor Fiduciary Rule” and “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” in our 2018 Annual Report.annuities.

Summary of Critical Accounting Estimates

The most critical estimates include those used in determining:


(i)	liabilities for future policy benefits;


(ii)	~~accounting for reinsurance;~~amortization of deferred policy acquisition costs (“DAC”);


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


(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; and


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


~~(viii)~~	~~liabilities for litigation and regulatory matters.~~assets.

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 ~~2018~~2019 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.

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

Net investment gains (losses);

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

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

Amortization of DAC and ~~VOBA~~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 is calculated net of the 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 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.
(vi)	Provision for income tax expense (benefit)	(vi)	Tax impact of the above 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~~

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 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 internal exchanges. These sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity.

Results of Operations

~~Annual Actuarial Review~~

Generally, in the third quarter of each year we conduct an annual actuarial review (“AAR”). The most significant impact from the 2019 AAR reflected the change in the long-term general account earned rate for GAAP, which lowered the base 10-year U.S. Treasury rate from 4.25% to 3.75%, which had the largest impact to our ULSG business. For our variable annuity business, in addition to the update in the long-term general account earned rate, we updated assumptions regarding separate account fund allocations and volatility, as well as maintenance expenses. In our life business, we updated assumptions related to mortality and expenses.

Consolidated Results for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

~~Business Overview.~~Annuity sales increased 28% compared to the first nine months of 2018 driven by higher sales of our suite of structured annuities consisting of products marketed under various names (collectively, “Shield Annuities” or “Shield”), 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 for the nine months ended September 30, 2019, compared to 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.


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
	(In millions)						(In millions)
Revenues
Premiums	$	649		$	653		$	191		$	217
Universal life and investment-type product policy fees	2,190			2,447			701			730
Net investment income	2,610			2,400			896			788
Other revenues	199			222			84			62
Net investment gains (losses)	60			(120		)	(19		)	(10		)
Net derivative gains (losses)	(218		)	(1,230		)	6,747			(1,310		)
Total revenues	5,490			4,372			8,600			477
Expenses
Policyholder benefits and claims	2,836			2,312			1,133			744
Interest credited to policyholder account balances	771			785			251			250
Capitalization of DAC	(271		)	(233		)	(97		)	(85		)
Amortization of DAC and VOBA	358			582			702			24
Interest expense on debt	43			2			17			10
Other expenses	1,581			1,584			490			509
Total expenses	5,318			5,032			2,496			1,452
Income (loss) before provision for income tax	172			(660		)	6,104			(975		)
Provision for income tax expense (benefit)	(46		)	(195		)	1,265			(221		)
Net income (loss)	218			(465		)	4,839			(754		)
Less: Net income (loss) attributable to noncontrolling interests	1			—			—			—
Net income (loss) attributable to Brighthouse Life Insurance Company	$	217		$	(465	)	$	4,839		$	(754	)

The ~~following table presents the~~ components of net income (loss). available to shareholders were as follows:


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
	(In millions)						(In millions)
GMLB Riders	$	(1,252	)	$	(919	)	$	4,244		$	(1,339	)
Other derivative instruments	1,114			(534		)	1,719			136
Net investment gains (losses)	60			(120		)	(19		)	(10		)
Other adjustments	(53		)	46			(72		)	(22		)
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests	302			867
Net income (loss) before provision for income tax	171			(660		)
Pre-tax adjusted earnings, less net income (loss) attributable to noncontrolling interests							232			260
Income (loss) available to shareholders before provision for income tax							6,104			(975		)
Provision for income tax expense (benefit)	(46		)	(195		)	1,265			(221		)
Net income (loss) attributable to Brighthouse Life Insurance Company	$	217		$	(465	)	$	4,839		$	(754	)

~~Nine~~Three Months Ended ~~September 30, 2019~~March 31, 2020 Compared with the ~~Nine~~Three Months Ended ~~September 30, 2018~~March 31, 2019

~~Net income~~Income before provision for income tax was ~~$171 million~~$6.1 billion ($~~217 million,~~4.8 billion, net of income tax), an increase of ~~$831 million~~$7.1 billion ($~~682 million,~~5.6 billion, net of income tax) from a loss before provision for income tax of ~~$660~~$975 million ($~~465~~754 million, net of income tax) in the prior period.

The increase in income before provision for income tax was driven by the following key favorable items:

gains from guaranteed minimum living benefits (“GMLB”) riders (“GMLB Riders”) in the current period, compared to losses in the prior period, see “— GMLB Riders for the Three Months Ended March 31, 2020 and 2019;” and

current period gains on interest rate ~~swaps and swaptions~~derivatives used to manage interest rate exposure in our ULSG ~~hedging program from~~business due to declining long-term interest ~~rates;~~rates.

~~the change in net investment gains (losses) reflecting:~~


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


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

~~partially offset by~~


◦	~~prior period net gains on real estate joint ventures.~~

The increase in income before provision for income tax was partially offset by the following key unfavorable items:

~~lower adjusted earnings, discussed in greater detail below;~~

higher losses from guaranteed minimum living benefits (“GMLB”) riders (“GMLB Riders”), discussed in greater detail in “— GMLB Riders for the Nine Months Ended September 30, 2019 and 2018”; and

higher policyholder benefits and claims, included in other adjustments, resulting from the adjustment for market performance related to participating products in ~~the Run-off segment.~~our run-off business; and

lower pre-tax adjusted earnings, discussed in greater detail below.

The provision for income tax in the current period led to an effective tax rate of ~~27%~~21%, compared to ~~30%~~23% in the prior period. Our effective tax rate primarily differs from the statutory tax rate due to the impacts of the dividends received deductions and tax credits.

Reconciliation of Net Income (Loss) to Adjusted Earnings

The reconciliation of net income (loss) attributable to Brighthouse Life Insurance Company to adjusted earnings was as follows:



	Three Months Ended March 31,
	2020			2019
	(In millions)
Net income (loss) attributable to Brighthouse Life Insurance Company	$	4,839		$	(754	)
Add: Provision for income tax expense (benefit)	1,265			(221		)
Income (loss) before provision for income tax	6,104			(975		)
Less: GMLB Riders	4,244			(1,339		)
Less: Other derivative instruments	1,719			136
Less: Net investment gains (losses)	(19		)	(10		)
Less: Other adjustments	(72		)	(22		)
Pre-tax adjusted earnings, less net income (loss) attributable to noncontrolling interests	232			260
Less: Provision for income tax expense (benefit)	32			38
Adjusted earnings	$	200		$	222

Consolidated Results for the Three Months Ended March 31, 2020 and 2019 — Adjusted Earnings

The components of adjusted earnings were as follows:



	Three Months Ended March 31,
	2020			2019
	(In millions)
Fee income	$	724		$	729
Net investment spread	432			324
Insurance-related activities	(464		)	(258		)
Amortization of DAC and VOBA	(50		)	(101		)
Other expenses, net of DAC capitalization	(410		)	(434		)
Less: Net income (loss) attributable to noncontrolling interests	—			—
Pre-tax adjusted earnings, less net income (loss) attributable to noncontrolling interests	232			260
Provision for income tax expense (benefit)	32			38
Adjusted earnings	$	200		$	222

Three Months Ended March 31, 2020 Compared with the Three Months Ended March 31, 2019

Adjusted earnings were $200 million, a decrease of $22 million.

Key net unfavorable impacts were:

higher costs associated with insurance-related activities due to:


◦	an increase in guaranteed minimum death benefits (“GMDB”) liability balances resulting from unfavorable equity market performance;


◦	an increase in liability balances from the impact of recapture transactions in our ULSG business in the current period;


◦	a one-time adjustment to paid claims in our company-owned life insurance business resulting from the transition to a new vendor; and


◦	lower underwriting margin driven by higher paid claims, net of reinsurance, in the current period.

Key favorable impacts were:

higher net investment spread reflecting:


◦	higher net investment income from higher returns on other limited partnerships for the comparative measurement period; and


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

partially offset by


◦	lower investment yields on the fixed income portfolio, as proceeds from maturing investments and growth in the investment portfolio were invested at lower yields than the portfolio average;

lower amortization of DAC and VOBA driven by the net reduction of future gross profits from the decline in equity markets;

lower other expenses due to:


◦	lower deferred compensation expense driven by the decline in equity markets; and


◦	lower establishment costs in the current period related to planned technology expenses.

The provision for income tax in the current period led to an effective tax rate of 14%, compared to 15% in the prior period. Our effective tax rate primarily differs from the statutory tax rate due to the impacts of the dividends received deductions and tax credits.

~~Reconciliation of Net Income (Loss) Attributable to Brighthouse Life Insurance Company to Adjusted Earnings~~

Nine Months Ended
September 30,
2019 2018
(In millions)
Net income (loss) attributable to Brighthouse Life Insurance Company $ 217
$ (465 )
Add: Provision for income tax expense (benefit) (46 ) (195 )
Net income (loss) before provision for income tax 171
(660 )
Less: GMLB Riders (1,252 ) (919 )
Less: Other derivative instruments 1,114
(534 )
Less: Net investment gains (losses) 60
(120 )
Less: Other adjustments (53 ) 46
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests 302

867
Less: Provision for income tax expense (benefit) (19 ) 125
Adjusted earnings $ 321
$ 742

~~Consolidated Results for the Nine Months Ended September 30, 2019 and 2018 — Adjusted Earnings~~

~~The following table presents the components of adjusted earnings:~~

Nine Months Ended
September 30,
2019 2018
(In millions)
Fee income $ 2,197
$ 2,472
Net investment spread 1,196
998
Insurance-related activities (1,301 ) (872 )
Amortization of DAC and VOBA (436 ) (378 )
Other expenses, net of DAC capitalization (1,353 ) (1,353 )
Less: Net income (loss) attributable to noncontrolling interests 1
—
Pre-tax adjusted earnings, less net income attributable to noncontrolling interests 302
867
Provision for income tax expense (benefit) (19 ) 125
Adjusted earnings $ 321
$ 742

~~Nine Months Ended September 30, 2019 Compared with the Nine Months Ended September 30, 2018~~

~~Adjusted earnings were $321 million, a decrease of $421 million.~~

~~Key net unfavorable impacts were:~~

~~higher costs associated with insurance-related activities due to:~~


◦	an increase in liability balances in our ULSG and annuities businesses resulting from changes in connection with the AAR, most notably the change in the long-term general account earned rate in the current period,

~~partially offset by~~


◦	~~a decrease in liability balances, primarily in our ULSG business, from the net impact of recapture transactions in the prior period;~~

~~lower fee income due to:~~


◦	~~lower asset-based fees resulting from lower average separate account balances, a portion of which are offset in other expenses;~~


◦	~~lower unearned revenue amortization in our life business from changes in expense and mortality assumptions in connection with the AAR; and~~


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

~~higher amortization of DAC driven by a benefit recorded in the prior period in connection with the AAR.~~

~~The decrease in adjusted earnings was partially offset by:~~

~~higher net investment spread reflecting:~~


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


◦	~~the repositioning of the investment portfolio out of U.S. Treasuries into higher yielding assets.~~

Certain one-time tax adjustments recognized in the current period resulted in an effective tax rate that was unusually low, compared to 14% in the prior period. Our effective tax rate primarily differs from the statutory tax rate due to the impacts of the dividends received deductions and tax credits.

GMLB Riders for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 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:~~offsets, was as follows:


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
	(In millions)						(In millions)
Liabilities ~~(1)~~	$	(1,968	)	$	206		$	(756	)	$	(351	)
Hedging program	(51		)	(1,472		)
Hedges							5,337			(1,245		)
Ceded reinsurance	75			(65		)	96			(9		)
Fees ~~(2)~~(1)	614			624			190			189
GMLB DAC	78			(212		)	(623		)	77
Total GMLB Riders	$	(1,252	)	$	(919	)	$	4,244		$	(1,339	)

______________


(1)	~~Includes changes in estimated fair value of the Shield Annuities embedded derivatives of $918 million and $531 million for the nine months ended September 30, 2019 and 2018, respectively.~~


~~(2)~~	Excludes living benefit fees, included as a component of adjusted earnings, of ~~$48~~$14 million and ~~$52~~$16 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

~~Nine~~Three Months Ended ~~September 30, 2019~~March 31, 2020 Compared with the ~~Nine~~Three Months Ended ~~September 30, 2018~~March 31, 2019

Comparative results from GMLB Riders were ~~unfavorable~~favorable by ~~$333 million,~~$5.6 billion, primarily driven ~~by:~~

~~a net unfavorable change in the estimated fair value of variable annuity liability reserves; and~~

~~unfavorable changes in Shield Annuities liability reserves,~~

~~largely offset~~ by:

a net favorable change in the GMLB ~~hedging program;~~hedges; and


•	favorable changes in Shield Level Annuity (“Shield” and “Shield Annuities”),a suite of structured annuities consisting of products marketed under various names, embedded derivative liability (“Shield Annuity liability”)reserves;

partially offset by

~~favorable~~unfavorable change to the estimated fair value of the variable annuity liability reserve; and

unfavorable changes in GMLB ~~DAC; and~~DAC.

~~favorable changes in the ceded reinsurance.~~

~~Higher~~Lower relative equity markets in the current period significantly impacted the following:

~~unfavorable~~favorable changes to the estimated fair value of ~~freestanding derivatives in~~ our GMLB ~~hedging program;~~hedges;

~~unfavorable~~favorable changes to the estimated fair value of the Shield Annuity liability reserves, net of ~~favorable~~unfavorable changes to the estimated fair value of the related hedges; ~~and~~

~~unfavorable changes in GMLB DAC,~~

partially offset by

~~favorable~~unfavorable changes to the estimated fair value of the variable annuity liability reserve.

Lower interest rates in the current period significantly impacted the following:

favorable changes to the estimated fair value of ~~freestanding derivatives in~~ our GMLB ~~hedging program;~~hedges; and

favorable changes to GMLB DAC; ~~and~~

~~favorable changes in ceded reinsurance,~~

partially offset by

unfavorable changes to the estimated fair value of the variable annuity liability ~~reserves.~~reserve.

The ~~AAR~~widening of our credit default swap spreads combined with an increase in the underlying variable annuity liability reserves resulted in a favorable ~~changes~~change in non-performance risk net of an unfavorable change in the ~~current period primarily due to higher reserves recognized in the prior period, net of a corresponding decrease in~~ GMLB DAC ~~relative to the prior period.~~offset.

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, financial projections, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, as well as trends in operating and financial ~~results, as well as statements regarding the expected benefits of the Separation.~~results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown 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:

the impact of the ongoing COVID-19 pandemic;

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 risk management strategy and the impact of such strategy on ~~net income~~ volatility in our profitability measures 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~~long duration contracts;

the ~~effect~~impact of adverse capital and credit market conditions, ~~may have on~~including with respect to 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~~the counterparties to our reinsurance or indemnification arrangements to perform their obligations thereunder;

the adverse impact to liabilities for policyholder claims as a result of extreme mortality events;

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

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

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

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

the effectiveness of our policies and procedures in managing risk;

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

whether all or any portion of the tax consequences of ~~the Separation~~our separation from MetLife, Inc. (together with its subsidiaries and affiliates, “MetLife”) 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 potential future tax legislation that could ~~decrease the value of our tax attributes and cause other cash expenses, such as reserves, to increase materially and~~ make some of our products less attractive to consumers;

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

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 and incremental costs as a public company;

~~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 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 ~~2018~~2019 Annual Report, ~~our subsequent Quarterly Reports on Form 10-Q,~~ particularly in the sections entitled “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk,” as well as in our other subsequent filings with the SEC. 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.

Item 4. Controls and Procedures

Management, with the participation of the Chief Executive Officer and the 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 the Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of ~~September 30, 2019.~~March 31, 2020.

MetLife provides certain services to the Company on a transitional basis through services agreements. The Company continues to change business processes, implement systems and establish new third-party arrangements, as a subsidiary of Brighthouse Financial, Inc. We consider these in aggregate to be material 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 ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~these internal ~~control~~controls over financial reporting.

Part II — Other Information

Item 1. Legal Proceedings

See Note 10 of the Notes to the Interim Condensed Consolidated Financial Statements. Except as disclosed in the Notes to the Interim Condensed Consolidated Financial Statements, ~~included in this report. There~~there have been no new material legal proceedings and no material developments in legal proceedings previously disclosed in the ~~2018~~2019 Annual ~~Report~~.Report.

Item 1A. Risk Factors

We discuss in this report, in the ~~2018~~2019 Annual Report and in our other filings with the SEC, various risks that may materially affect our business. In addition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Note Regarding Forward-Looking Statements” included herein. The extent to which the COVID-19 pandemic adversely affects our business and financial results may also have the effect of heightening or exacerbating many of the other risks described in the “Risk Factors” section of our 2019 Annual Report.

The ongoing COVID-19 pandemic may materially adversely affect our business, results of operations and financial condition, including capitalization and liquidity

We are closely monitoring developments related to the COVID-19 pandemic, which has already negatively impacted us, including as discussed below and as further discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — COVID-19 Pandemic.” At this ~~report. There~~time, it is not possible to estimate the severity or duration of the pandemic, including the severity, duration and frequency of any additional “waves” of the pandemic or the timetable for the development and implementation, and the efficacy, of any therapeutic treatment or vaccine for COVID-19. It is likewise not possible to predict or estimate the longer-term effects of the pandemic, or any actions taken to contain or address the pandemic, on the economy at large and on our business, results of operations, financial condition and prospects, including the impact on our investment portfolio and our ratings, or the need for us in the future to revisit or revise targets previously provided to the markets and/or aspects of our business model.

A key part of our operating strategy is that we leverage third parties to deliver certain services important to our business. As a result, we rely upon the successful implementation and execution of the business continuity plans of such entities in the current environment. While our third-party provider contracts require business continuity and we closely monitor the performance of such third parties, including those that are operating in a remote work environment, successful implementation and execution of their business continuity strategies are largely outside of our control. If any of our third-party providers or partners (including third-party reinsurers) experience operational or financial failures related to the COVID-19 pandemic, or are unable to perform any of their contractual obligations due to a force majeure or otherwise, there could be a material adverse effect on our business, results of operations or financial condition.

economy, as well as uncertainty regarding its duration and outcome. Moreover, a sustained period of low interest rates, reduced liquidity and a continued slowdown in U.S. or global economic conditions have ~~been no material~~adversely affected, and we expect will continue to adversely affect, the values and cash flows of some of our investments. We expect our investments in secured loans and asset-backed securities will be negatively affected by delays or failures of borrowers to make payments of principal and interest when due or delays or moratoriums on enforcement actions with respect to delinquent or defaulted loans imposed by governmental authorities. Further, extreme market volatility may leave us unable to react to market events in a manner consistent with our historical investment practices in dealing with more orderly markets. Market dislocations, decreases in observable market activity or unavailability of information, in each case, arising from the COVID-19 pandemic, may restrict our access to key inputs used to derive certain estimates and assumptions made in connection with financial reporting or otherwise, including estimates and changes in long term macro-economic assumptions relating to accounting for current expected credit losses. Restricted access to such inputs may make our financial statement balances and estimates and assumptions used to run our business subject to greater variability and subjectivity. In addition, market conditions related to the COVID-19 pandemic may increase certain liabilities beyond what our hedges cover.

Credit rating agencies may continue to review and adjust their ratings for the companies that they rate, including us. The credit rating agencies also evaluate the insurance industry as a whole and may change our credit rating based on their overall view of our industry. For example, Fitch recently revised the rating outlook of Brighthouse Life Insurance Company and certain of its affiliated companies to negative from stable due to the disruption to economic activity and the financial markets from the COVID-19 pandemic. This action by Fitch followed its revision of the rating outlook on the U.S. life insurance industry to negative. Downgrades in our ratings or changes to our ~~risk factors~~rating outlooks could have a material adverse effect on our results of operations and financial condition, including capitalization and liquidity. There can be no assurance that Fitch will not take further adverse action with respect to our ratings or that other rating agencies will not take similar actions in the future. Each rating should be evaluated independently of any other rating.

Increased economic uncertainty and increased unemployment resulting from the economic impacts of the of the COVID-19 pandemic have also impacted sales of certain of our products and have prompted us to take actions to provide relief to customers adversely affected by the COVID-19 pandemic, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Developments.” Circumstances resulting from the COVID-19 pandemic may affect the incidence of claims, utilization of benefits, lapses or surrenders of policies and payments on insurance premiums, any of which could impact the revenues and expenses associated with our products.

Any risk ~~factors previously disclosed~~management or contingency plans or preventative measures we take may not adequately predict or address the impact of the COVID-19 pandemic on our business. Currently, our employees are working remotely. An extended period of remote work arrangements could strain our business continuity plans, increase operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.

Both the U.S. federal government and many state legislatures and insurance regulators have passed new legislation and regulations in response to the ~~2018 Annual Report, as amended or supplemented by such information~~COVID-19 pandemic that affect the conduct of our business. Changes in our ~~subsequent Quarterly Reports on Form 10-Q.~~circumstances due to the COVID-19 pandemic could subject us to additional legal and regulatory restrictions under existing laws and regulations, such as the Coronavirus Aid, Relief, and Economic Security Act. Future legal and regulatory responses could also materially affect the conduct of our business going forward as well as our results of operations and financial condition.

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
~~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 (Incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by Brighthouse Life Insurance Company on August 7, 2019).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance 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*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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 ~~September 30, 2019,~~March 31,2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).

* Filed herewith.

** Furnished herewith.

~~Signatures~~SIGNATURE

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
		(Duly Authorized ~~Signatory~~Officer and Principal Accounting Officer)

Date: ~~November 6, 2019~~May 12, 2020

5957



	Operating Results
Three Months Ended September 30, 2018	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	469	$	52	$	(135	)	$	(120	)	$	266
Provision for income tax expense (benefit)	81		10		(29		)	(30		)	32
Post-tax adjusted earnings	388		42		(106		)	(90		)	234
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			—			—
Adjusted earnings	$	388	$	42	$	(106	)	$	(90	)	234
Adjustments for:
Net investment gains (losses)											(42		)
Net derivative gains (losses)											(665		)
Other adjustments to net income											34
Provision for income tax (expense) benefit											140
Net income (loss) attributable to Brighthouse Life Insurance Company											$	(299	)

Interest revenue	$	395	$	96	$	322		$	12
Interest expense	$	—	$	—	$	—		$	—



	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)
September 30, 2019
Loan-to-value ratios:
Less than 65%	$	8,328	$	128	$	141	$	8,597	91.0	%	$	9,083	91.2	%
65% to 75%	684		18		—		702		7.4		729		7.3
76% to 80%	138		—		9		147		1.6		146		1.5
Total	$	9,150	$	146	$	150	$	9,446	100.0	%	$	9,958	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	%



	Nine Months Ended September 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	(1,633		)	28			(2		)	(1,607		)
Deferred income tax benefit (expense)	361			(6		)	—			355
AOCI before reclassifications, net of income tax	358			173			(25		)	506
Amounts reclassified from AOCI	136			(65		)	—			71
Deferred income tax benefit (expense)	(31		)	14			—			(17		)
Amounts reclassified from AOCI, net of income tax	105			(51		)	—			54
Balance, September 30, 2018	$	463		$	122		$	(25	)	$	560