Filed pursuant to
Rule 424(b)(3)
333-201860
BRIGHTHOUSE LIFE INSURANCE COMPANY
BRIGHTHOUSE RETIREMENT ACCOUNT--LIQUIDITY BENEFIT OPTION
SUPPLEMENT DATED MAY 1, 2017
TO THE BRIGHTHOUSE RETIREMENT ACCOUNT--LIQUIDITY BENEFIT OPTION
PROSPECTUS DATED MAY 1, 2015
This supplement revises and, to the extent inconsistent therewith, replaces
information contained in the Prospectus. Certain terms used in this supplement
have special meanings. If a term is not defined in this supplement, it has the
meaning given to it in the Prospectus. It should be read in its entirety and
kept together with Your Prospectus for future reference. If You have any
questions or would like a copy of the Prospectus, please contact Us at
1-800-842-9406, or write Us at Brighthouse Life Insurance Company, Annuity
Service Office, 4700 Westown Parkway, Ste. 200, West Des Moines, IA, 50266.
The Prospectus is revised as follows:
1. Effective March 6, 2017, the following name changes occurred:
FORMER NAME NEW NAME
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MetLife Insurance Company USA (MetLife USA) Brighthouse Life Insurance Company
(BLIC)
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MetLife of CT Separate Account Eleven for Brighthouse Separate Account Eleven
Variable Annuities for Variable Annuities
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MetLife Retirement Account Brighthouse Retirement Account
Your prospectus is updated accordingly.
2. Replace the first paragraph under the heading "THE INSURANCE COMPANY --
LIQUIDITY BENEFIT -- RISK" with the following:
Brighthouse Life Insurance Company is a stock life insurance company
originally chartered in Connecticut in 1863 and currently subject to the
laws of the State of Delaware. The Company was previously known as
MetLife Insurance Company of Connecticut but changed its name to MetLife
Insurance Company USA when it changed its state of domicile from
Connecticut to Delaware on November 14, 2014. We changed our name to
Brighthouse Life Insurance Company on March 6, 2017. The Company is
licensed to conduct business in all states of the United States, except
New York, and in the District of Columbia, Puerto Rico, Guam, the U.S.
and British Virgin Islands and the Bahamas. The Company is a subsidiary
of, and controlled by, MetLife, Inc., a publicly-traded company (see
"Planned Separation from MetLife, Inc." below). MetLife, Inc., through
its subsidiaries and affiliates, is a leading provider of insurance and
financial services to individuals and institutional customers.
PLANNED SEPARATION FROM METLIFE, INC.
In January 2016, MetLife, Inc. announced its plan to pursue the
separation of a substantial portion of its U.S. retail business. In
preparation for the planned separation, in August 2016 MetLife, Inc.
formed a new, wholly-owned Delaware holding company, Brighthouse
Financial, Inc. (Brighthouse Financial), which filed a registration
statement on Form 10 (the Form 10) with the SEC in October 2016, as
amended in December 2016, reflecting MetLife Inc.'s current initiative
to conduct the separation in the form of a spin-off.
To effect the separation, first, MetLife, Inc. expects to undertake the
restructuring described in more detail in the Form 10. The restructuring
would result in future Brighthouse Financial subsidiaries, including the
Company, being wholly-owned subsidiaries of Brighthouse Financial.
Following the restructuring, MetLife, Inc. would distribute at least
80.1% of Brighthouse Financial's common stock
to MetLife Inc.'s shareholders (the Distribution), and Brighthouse
Financial would become a separate, publicly traded company. The
separation remains subject to certain conditions including, among
others, obtaining final approval from the MetLife, Inc. board of
directors, receipt of a favorable IRS ruling and an opinion from
MetLife, Inc.'s tax advisor regarding certain U.S. federal income tax
matters, receipt of the approval of state insurance and other regulatory
authorities and an SEC declaration of the effectiveness of the Form 10.
Following the Distribution, if it occurs, the Company will be a
wholly-owned subsidiary of, and ultimately controlled by, Brighthouse
Financial. MetLife, Inc. currently plans to dispose of its remaining
shares of Brighthouse Financial common stock as soon as practicable
following the Distribution, but in no event later than five years after
the Distribution. For more information about Brighthouse Financial and
the Distribution, please see the most recent amendment to Brighthouse
Financial's Form 10 (SEC File No. 001-37905), available via the SEC's
EDGAR system on its website at
https://www.sec.gov/edgar/searchedgar/companysearch.html.
No assurances can be given regarding the final form the Distribution (or
any alternative separation transaction) may take or the specific terms
thereof, or that the Distribution (or any other form of separation) will
in fact occur. However, any separation transaction will not affect the
terms or conditions of your variable Contract. The Company will remain
fully responsible for its contractual obligations to variable Contract
owners, and you should carefully consider the potential impact of any
separation transaction that may occur on the Company's financial
strength and claims-paying ability.
3. Effective March 6, 2017, Brighthouse Life Insurance Company entered into
a new Principal Underwriting and Distribution Agreement with Brighthouse
Securities, LLC, 11225 North Community House Road, Charlotte, NC 28277.
Accordingly, all references in your prospectus to MetLife Investors
Distribution Company ("MLIDC") or Distributor refer to Brighthouse
Securities, LLC.
4. In July 1, 2016, MetLife, Inc. completed the sale of its affiliated
broker-dealer, MetLife Securities, Inc., a selling firm described in
your prospectus.
As a result of the transaction, please note the following:
MetLife Securities, Inc. is no longer an affiliate of the insurance
company that issues your contract or policy. All references in your
prospectus to MetLife Securities, Inc. being an affiliate of the
insurance company that issues your contract or policy are deleted.
THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE
Book 144S May 1, 2017