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Issuer Purchases of Equity Securities
−Removed: Purchases of BHF common stock made by or on behalf of BHF or its affiliates during the three months ended March 31, 2020 are set forth below:
−Removed: Total Number of Shares Purchased (1)
−Removed: Average Price Paid per Share
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
−Removed: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: Purchases of BHF common stock made by or on behalf of BHF or its affiliates during the three months ended June 30, 2020 are set forth below:
+Added: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(In millions)
−Removed: January 1 — January 31, 2020
−Removed: February 1 — February 29, 2020
−Removed: March 1 — March 31, 2020
+Added: April 1 — April 30, 2020 5,516,764 $ 22.84 5,516,683 $ 285
+Added: May 1 — May 31, 2020 2,059,857 $ 26.22 2,059,857 $ 231
+Added: June 1 — June 30, 2020 146 $ 26.97 — $ 231
+Added: Total 7,576,767 7,576,540
+Added: __________________
(1) Where applicable, total number of shares purchased includes shares of common stock withheld with respect to option exercise costs and tax withholding obligations associated with the exercise or vesting of share-based compensation awards under our publicly announced benefit plans or programs.
−Removed: On February 6, 2020, we authorized the repurchase of up to $500 million of our common stock.
−Removed: This stock repurchase authorization is in addition to the $600 million aggregate stock repurchase authorizations announced in May 2019 and August 2018.
−Removed: For more information on common stock repurchases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Primary Uses of Liquidity and Capital — Common Stock Repurchases” as well as Notes 7 and 11 of the Notes to the Interim Condensed Consolidated Financial Statements.
+Added: (2) On February 6, 2020, we authorized the repurchase of up to $500 million of our common stock, which is in addition to the $600 million aggregate stock repurchase authorizations announced in May 2019 and August 2018.
+Added: On May 11, 2020, we announced that we had temporarily suspended repurchases of our common stock.
+Added: The temporary suspension remains in effect while we continue to assess market conditions and other factors.
+Added: For more information on common stock repurchases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Primary Uses of Liquidity and Capital — Common Stock Repurchases” as well as Note 8 of the Notes to the Interim Condensed Consolidated Financial Statements.
(Note Regarding Reliance on Statements in Our Contracts:
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Securities and Exchange Commission website at www.sec.gov.)
−Removed: Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan, as amended February 21, 2020 is incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K, filed February 26, 2020.
−Removed: Form of Non-Management Director Restricted Stock Unit Agreement (Brighthouse Financial, Inc.
−Removed: 2017 Non-Management Director Stock Compensation Plan, the “Director Plan”), as amended November 14, 2019 (replaces and updates Exhibit 10.26 to our Annual Report on Form 10-K, filed on February 26, 2020).
−Removed: Form of Non-Management Director Award Agreement Supplement (Director Plan), as amended November 14, 2019 (replaces and updates Exhibit 10.27 to our Annual Report on Form 10-K, filed on February 26, 2020).
+Added: 3.1 Certificate of Designations of Brighthouse Financial, Inc.
+Added: with respect to the 6.750% Non-Cumulative Preferred Stock, Series B, dated May 19, 2020, filed with the Secretary of State of the State of Delaware and effective May 19, 2020 (the “Series B Certificate of Designations”) is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 21, 2020 (our “May 21, 2020 8-K”).
+Added: 4.1 Senior Indenture, dated as of May 15, 2020, between Brighthouse Financial, Inc.
+Added: Bank National Association, as Trustee is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 15, 2020 (our “May 15, 2020 8-K”).
+Added: 4.1.1 First Supplemental Indenture, dated as of May 15, 2020, between Brighthouse Financial, Inc.
+Added: Bank National Association, as Trustee is incorporated by reference to Exhibit 4.2 to our May 15, 2020 8-K.
+Added: 4.2 Form of 5.625% Senior Notes due 2030 (included in Exhibit A to Exhibit 4.1.1).
+Added: 4.3 Series B Certificate of Designations is incorporated by reference to Exhibit 4 .1 to our May 21, 2020 8-K.
+Added: 4.4 Deposit Agreement, dated as of May 21, 2020, among Brighthouse Financial, Inc., Computershare Inc.
+Added: and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein is incorporated by reference to Exhibit 4.2 to our May 21, 2020 8-K.
+Added: 4.5 Form of depositary receipt evidencing the Series B Depositary Shares (included as Exhibit A to Exhibit 4.4).
+Added: 10.1#* Brighthouse Financial, Inc.
+Added: Employee Stock Purchase Plan (restated effective March 25, 2020).
+Added: 10.2#* Amendment Number One to the Brighthouse Services, LLC Temporary Incentive Deferred Compensation Plan, dated July 1, 2020 .
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: The cover page of Brighthouse Financial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).
+Added: 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.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 104* The cover page of Brighthouse Financial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).
* Filed herewith.
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(Duly Authorized Officer and Principal Financial Officer)
+Added: August 7, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.