What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-24 · 131 added, 28 removed, 178 unchanged (47% of the section changed)

47 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Principal Accountant Fees and Services

The information required by this Item will be set forth in the 2021 Proxy Statement, which information is hereby incorporated by reference.

The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), will be set forth in the 2022 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

The following documents are filed as part of this report:

Financial Statements:

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See “Index to Consolidated Financial Statements, Notes and Schedules.”

The exhibits are listed in the “Exhibit Index” below.

Entries marked by the symbol # next to the exhibit’s number identify management contracts or compensation plans or arrangements.

See “Exhibit Index.”

Form 10-K Summary

Glossary of Selected Financial Terms

Account value The amount of money in a policyholder’s account.

The value increases with additional premiums and investment gains, and it decreases with withdrawals, investment losses and fees.

Adjusted earnings See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP and Other Financial Disclosures.”

Alternative investments General account investments in other limited partnership interests.

Assets under management (“AUM”) General account investments and separate account assets.

Conditional tail expectation (“CTE”)

A statistical tail risk measure used to assess the adequacy of assets supporting variable annuity contract liabilities, which is calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst “x%” of scenarios.

Represented as CTE (100 less x).

CTE95 represents the five worst percent of scenarios and CTE98 represents the two worst percent of scenarios.

Credit loss on investments The difference between the amortized cost of the security and the present value of the cash flows expected to be collected that is attributed to credit risk, is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, or if deemed uncollectible, as a permanent write-off of book value.

Deferred policy acquisition cost (“DAC”) Represents the incremental costs related directly to the successful acquisition of new and renewal insurance and annuity contracts and which have been deferred on the balance sheet as an asset.

Deferred sales inducements (“DSI”) Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.

General account assets All insurance company assets not allocated to separate accounts.

Invested assets General account investments in fixed maturity securities, equity securities, mortgage loans, policy loans, other limited partnership interests, real estate limited partnerships and limited liability companies, short-term investments and other invested assets.

Investment Hedge Adjustments Earned income 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.

Market Value Adjustments Amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets.

Net amount at risk (“NAR”)

Represents the difference between a claim amount payable if a specific event occurs and the amount set aside to support the claim.

The calculation of NAR can differ by policy type or guarantee.

Net investment spread See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP and Other Financial Disclosures.”

Normalized statutory earnings See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Parent Company — Liquidity and Capital — Normalized Statutory Earnings.”

Reinsurance Insurance that an insurance company buys for its own protection.

Reinsurance enables an insurance company to expand its capacity, stabilize its underwriting results, or finance its expanding volume.

Risk-based capital (“RBC”) ratio

The risk-based capital ratio is a method of measuring an insurance company’s capital, taking into consideration its relative size and risk profile, in order to ensure compliance with minimum regulatory capital requirements set by the National Association of Insurance Commissioners.

When referred to as “combined,” represents that of our insurance subsidiaries as a whole.

Total adjusted capital (“TAC”) Total adjusted capital primarily consists of statutory capital and surplus, as well as the statutory asset valuation reserve.

When referred to as “combined,” represents that of our insurance subsidiaries as a whole.

Value of business acquired (“VOBA”) Present value of projected future gross profits from in-force policies of acquired businesses.

Glossary of Product Terms

Accumulation phase The phase of a variable annuity contract during which assets accumulate based on the policyholder’s lump sum or periodic deposits and reinvested interest, capital gains and dividends that are generally tax-deferred.

Annuitant The person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of a life contingent annuity.

Annuities Long-term, tax-deferred investments designed to help investors save for retirement.

Annuitization The process of converting an annuity investment into a series of periodic income payments, generally for life.

Annuity sales Annuity sales consist of 100 percent of direct statutory premiums, except for fixed index annuity sales, which represents 100% of gross sales on directly written business and the proportion of assumed gross sales under reinsurance agreements.

Annuity sales exclude certain internal exchanges.

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

Benefit Base A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract.

The death benefit and living benefit within the same contract may not have the same Benefit Base.

Cash surrender value The amount an insurance company pays (minus any surrender charge) to the variable annuity owner when the contract is voluntarily terminated prematurely.

Deferred annuity An annuity purchased with premiums paid either over a period of years or as a lump sum, for which savings accumulate prior to annuitization or surrender, and upon annuitization, such savings are exchanged for either a future lump sum or periodic payments for a specified period of time or for a lifetime.

Deferred income annuity (“DIA”) An annuity that provides a pension-like stream of income payments after a specified deferral period.

Dollar-for-dollar withdrawal A method of calculating the reduction of a variable annuity Benefit Base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn.

Enhanced death benefit (“EDB”) An optional benefit that locks in investment gains annually, or every few years, or pays a minimum stated interest rate on purchase payments to the beneficiary.

Fixed annuity An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums.

Credited interest rates are guaranteed not to change for certain limited periods of time.

Future policy benefits Future policy benefits for the annuities business are comprised mainly of liabilities for life contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance.

Guaranteed minimum accumulation benefits (“GMAB”)

An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in lump sum, after a set period of time, typically referred to as the accumulation period.

The minimum payment is based on the Benefit Base, which could be greater than the underlying account value.

Guaranteed minimum death benefits (“GMDB”)

An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the Benefit Base, which could be greater than the underlying account value, upon the death of the annuitant.

Guaranteed minimum income benefits (“GMIB”)

An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the Benefit Base, which could be greater than the underlying account value.

Guaranteed minimum living benefits (“GMLB”) A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs).

Guaranteed minimum withdrawal benefit for life (“GMWB4L”)

An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their Benefit Base each year, for the duration of the contract holder’s life, regardless of account performance.

Guaranteed minimum withdrawal benefit riders (“GMLB Riders”) Changes in the carrying value of GMLB liabilities, related hedges and reinsurance;

the fees earned directly from the GMLB liabilities;

and related DAC offsets.

Guaranteed minimum withdrawal benefits (“GMWB”)

An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their Benefit Base each year, for which cumulative payments to the annuitant could be greater than the underlying account value.

Guaranteed minimum benefits (“GMxB”) A general reference to all forms of guaranteed minimum benefits, inclusive of living benefits and death benefits.

Immediate annuity An annuity for which the owner pays a lump sum and receives periodic payments immediately or soon after purchase.

Single premium immediate annuities (“SPIAs”) are single premium annuity products that provide a guaranteed level of income to the owner generally for a specified number of years or for the life of the annuitant.

Index-linked annuity An annuity that provides for asset accumulation and asset distribution needs with an ability to share in the upside from certain financial markets such as equity indices, or an interest rate benchmark.

The customer’s account value can grow or decline due to various external financial market indices performance.

Life insurance sales Life insurance sales consist of 100 percent of annualized new premium for term life, first-year paid premium for whole life, universal life, and variable universal life, and total paid premium for indexed universal life.

We exclude company-sponsored internal exchanges, corporate-owned life insurance, bank-owned life insurance, and private placement variable universal life.

Living benefits Optional benefits (available at an additional cost) that guarantee that the owner will get back at least his original investment when the money is withdrawn.

Mortality and expense risk fees (“M&E Fees”) Fees charged by insurance companies to compensate for the risk they take by issuing variable annuity contracts.

Net flows Net change in customer account balances in a period including, but not limited to, new sales, full or partial exits and the net impact of clients utilizing or withdrawing their funds.

It excludes the impact of markets on account balances.

Period certain annuity An annuity that guarantees payment to the annuitant for a specified period of time and to the beneficiary if the annuitant dies before the period ends.

Policyholder account balances Annuities:

Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities, and non-life contingent income annuities.

Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.

Life Insurance Policies:

Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies.

Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.

Rider An optional feature or benefit that a variable annuity contract holder can purchase at an additional cost.

Roll-up rate The guaranteed percentage that the Benefit Base increases by each year.

Separate account An insurance company account, legally segregated from the general account, that holds the contract assets or subaccount investments that can be actively or passively managed and invest in stock, bonds or money market portfolios.

Step-up An optional variable annuity feature (available at an additional cost) that can increase the Benefit Base amount if the variable annuity account value is higher than the Benefit Base on specified dates.

Surrender charge A fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase.

Term life Life insurance that provides a fixed death benefit in exchange for a guaranteed level premium over a specified period of time, usually ten to thirty years.

Generally, term life insurance does not include any cash value, savings or investment components.

Universal life Life insurance that provides a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time.

To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the account value of the policy and credited with a stated interest rate on a monthly basis.

Variable annuity An annuity that offers guaranteed periodic payments for a specified period of time or for a lifetime and gives owners the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns.

Variable universal life Universal life insurance where the excess amount paid over policy charges can be directed by the policyholder into a variety of separate account investment options.

In the separate account investment options, the policyholder bears the entire risk and returns of the investment results.

Whole life Life insurance that provides a guaranteed death benefit in exchange for a guaranteed level premium for a specified period of time in order to maintain coverage for the life of the insured.

Whole life products also have guaranteed minimum cash surrender values.

Although the primary purpose is protection, the policyholder can withdraw or borrow against the policy (sometimes on a tax favored basis).

Exhibit Index

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with respect to the 5.375% Non-Cumulative Preferred Stock, Series C, dated November 18, 2020, filed with the Secretary of State of the State of Delaware and effective November 18, 2020 (the “Series C Certificate of Designations”), is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on November 20, 2020 (our “November 20, 2020 8-K”).

3.1.4 Certificate of Designations of Brighthouse Financial, Inc.

with respect to the 4.625% Non-Cumulative Preferred Stock, Series D, dated November 18, 2021, filed with the Secretary of State of the State of Delaware and effective November 18, 2021 (the “Series D Certificate of Designations”), is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on November 22, 2021 (our “November 22, 2021 8-K”) .

3.2 Amended and Restated Bylaws of Brighthouse Financial, Inc., is incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on August 15, 2017.

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Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our May 15, 2020 8-K.

4.3.2 Second Supplemental Indenture, dated as of November 22, 2021, between Brighthouse Financial, Inc.

Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our November 22, 2021 8-K.

4.4 Form of 5.625% Senior Notes due 2030 (included in Exhibit A to Exhibit 4.3.1).

4.5 Form of 3.850% Senior Notes Due 2051 (included in Exhibit A to 4.3.2).

4.6 Junior Subordinated Indenture, dated as of September 12, 2018, between Brighthouse Financial, Inc.

6 unchanged sentences

4.10 Series C Certificate of Designations, is incorporated by reference to Exhibit 4.1 to our November 20, 2020 8-K.

4.11 Series D Certificate of Designations, is incorporated by reference to Exhibit 4.4 to our November 22, 2021 8-K.

4.12 Deposit Agreement, dated as of March 25, 2019, among Brighthouse Financial, Inc., Computershare Inc.

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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 November 20, 2020 8-K.

4.15 Deposit Agreement, dated as of November 22, 2021, among Brighthouse Financial, Inc., Computershare Inc.

4.16 Form of depositary receipt evidencing the Series A Depositary Shares (included as Exhibit A to Exhibit 4.12).

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4.18 Form of depositary receipt evidencing the Series C Depositary Shares (included as Exhibit A to Exhibit 4.14).

4.19 Form of depositary receipt evidencing the Series D Depositary Shares (included as Exhibit A to Exhibit 4.15).

4.20* Description of Securities.

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10.5.2# Amendment Number Two to the Brighthouse Services, LLC Auxiliary Savings Plan, is incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K, filed on March 16, 2018 (our “2017 Annual Report”).

10.5.3#* Amendment Number Three to the Brighthouse Services, LLC Auxiliary Savings Plan .

10.5.3# Amendment Number Three to the Brighthouse Services, LLC Auxiliary Savings Plan is incorporated by reference to Exhibit 10.5.3 to our Annual Report on Form 10-K, filed on February 24, 2021 (our “2020 Annual Report”).

10.6# Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan, amended as of February 21, 2020, is incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K, filed February 26, 2020 (our “2019 Annual Report”).

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10.7.2# Amendment Number Two to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.10.2 to our Annual Report on Form 10-K, filed February 26, 2019 (our “2018 Annual Report”).

10.7.3#* Amendment Number Three to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan .

10.7.3# Amendment Number Three to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.7.3 to our 2020 Annual Report .

10.8# Brighthouse Financial, Inc.

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Employee Stock Purchase Plan (restated effective March 25, 2020), is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on August 7, 2020

10.11# Brighthouse Services, LLC Temporary Incentive Deferred Compensation Plan ( restated as of March 13, 2018), is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on May 24, 2018 (our “May 24, 2018 8-K”).

10.11.1# Amendment Number One to the Brighthouse Services, LLC Temporary Incentive Deferred Compensation Plan, dated July 1, 2020, is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on August 7, 2020.

10.12# Form of Performance Share Unit Agreement (Employee Plan), for awards granted before February 13, 2019, is incorporated by reference to Exhibit 10.4 to our May 24, 2018 8-K.

10.13# Form of Performance Share Unit Agreement (Employee Plan) for awards granted on or after February 13, 2019 is incorporated by reference to Exhibit 10.15 to our 2018 Annual Report.

10.14# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with ratable vesting granted before February 13, 2019 is incorporated by reference to Exhibit 10.5 to our May 24, 2018 8-K.

10.15# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with ratable vesting granted on or after February 13, 2019 is incorporated by reference to Exhibit 10.17 to our 2018 Annual Report.

10.11# Form of Performance Share Unit Agreement (Employee Plan) is incorporated by reference to Exhibit 10.15 to our 2018 Annual Report.

10.12# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with ratable vesting is incorporated by reference to Exhibit 10.17 to our 2018 Annual Report.

10.13# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with cliff vesting is incorporated by reference to Exhibit 10.18 to our 2018 Annual Report.

10.14# Form of Non-Qualified Stock Option Agreement (Employee Plan) for awards granted before February 13, 2019 is incorporated by reference to Exhibit 10.6 to our May 24, 2018 8-K.

10.18# Form of Non-Qualified Stock Option Agreement (Employee Plan) for awards with ratable vesting granted on or after February 13, 2019 is incorporated by reference to Exhibit 10.20 to our 2018 Annual Report.

10.19# Award Agreement Supplement (Employee Plan), as amended, for awards with ratable vesting granted before February 13, 2019 is incorporated by reference to Exhibit 10.21 to our 2018 Annual Report.

10.20# Award Agreement Supplement (Employee Plan) for awards with ratable vesting granted on or after February 13, 2019 is incorporated by reference to Exhibit 10.22 to our 2018 Annual Report.

10.15# Form of Non-Qualified Stock Option Agreement (Employee Plan) for awards granted on or after February 13, 2019 is incorporated by reference to Exhibit 10.20 to our 2018 Annual Report.

10.16# Award Agreement Supplement (Employee Plan) for awards with ratable vesting is incorporated by reference to Exhibit 10.22 to our 2018 Annual Report.

10.17# Award Agreement Supplement (Employee Plan) for awards with cliff vesting is incorporated by reference to Exhibit 10.23 to our 2018 Annual Report.

10.22# Form of Non-Management Director Restricted Stock Unit Agreement (Director Plan) for awards granted prior to November 14, 2019 is incorporated by reference to Exhibit 10.10 to ou r May 24, 2018 8-K.

10.23# Non-Management Director Award Agreement Supplement (Director Plan) for awards granted prior to November 14, 2019 is incorporated by reference to Exhibit 10.11 to our May 24, 2018 8-K.

10.18# Form of Non-Management Director Restricted Stock Unit Agreement (Director Plan), as amended November 14, 2019, is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 11, 2020.

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BRIGHTHOUSE FINANCIAL, INC.

By /s/ Edward A.

/s/ Edward A.

Executive Vice President and Chief Financial Officer

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(Principal Financial Officer) February 24, 2022

Dumais Chief Accounting Officer

/s/ Kristine H.

Toscano Chief Accounting Officer

(Principal Accounting Officer) February 24, 2022

/s/ Irene Chang Britt Director February 24, 2021

/s/ Irene Chang Britt

Director February 24, 2022

Irene Chang Britt

Edward Chaplin Chairman of the Board of Directors February 24, 2021

Edward Chaplin

Chairman of the Board of Directors February 24, 2022

Edward Chaplin

/s/ Stephen C.

Hooley Director February 24, 2021

Director February 24, 2022

/s/ Eileen A.

Mallesch Director February 24, 2021

/s/ Margaret M.

McCarthy Director February 24, 2021

Offereins Director February 24, 2021

Director February 24, 2022

/s/ Patrick J.

Shouvlin Director February 24, 2021

Wetzel Director February 24, 2021

Director February 24, 2022

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.

What changed 10-K

Item 9A. Controls and Procedures