What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 29 added, 54 removed, 271 unchanged (23% of the section changed)

47 unchanged sentences

Other Information

On February 9, 2023, the Company furnished a Form 8-K containing:

(i) a news release announcing its results for the quarter and year ended December 31, 2022 (the “News Release”) and (ii) a Financial Supplement for the quarter ended December 31, 2022 (the “Original Financial Supplement”).

In finalizing its Annual Report on Form 10-K, the Company determined that Future Policy Benefits (“FPBs”) as of December 31, 2022 were overstated in the News Release and the Original Financial Supplement and the amount has been revised to be $41,569 million (from $42,216 million).

This change in FPBs also resulted in the following changes to our consolidated balance sheet as of December 31, 2022:

• Total liabilities decreased from $220,189 million to $219,542 million;

• Accumulated other comprehensive income (loss) (“AOCI”) changed from $(5,935) million to $(5,424) million;

• Total equity increased from $5,527 million to $6,038 million;

• Total Brighthouse Financial, Inc.’s stockholders’ equity increased from $5,462 million to $5,973 million;

• Book value per common share increased from $55.11 to $62.60.

The change in FPBs also less significantly impacted certain other balance sheet items as of December 31, 2022, including:

(i) deferred income tax assets;

(ii) total assets;

and (iii) total liabilities and equity.

The updates mentioned above are reflected in the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

An updated Financial Supplement is available on the Company’s Investor Relations website.

Director and Officer 10b5-1 Plans

During the year ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Represented as CTE (100 less x).

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

CTE70 represents the worst thirty percent of scenarios and CTE98 represents the worst two 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.

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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.

Market Value Adjustments Amounts associated with the change in fair value of the crediting rate on experience-rated contracts

Net amount at risk (“NAR”)

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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.

Accumulation phase The phase of a variable annuity contract during which assets accumulate based on the policyholder’s lump sum payment 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.

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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 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 payment 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.

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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.

An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in a 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.

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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”)

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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.

Immediate annuity An annuity for which the owner pays a lump sum payment 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.

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and Brighthouse Financial, Inc., is incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 9, 2017 (our “August 9, 2017 8-K”) .

3.1 Amended and Restated Certificate of Incorporation of Brighthouse Financial, Inc., is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q, filed on August 15, 2017 .

3.1.1 Certificate of Designations of Brighthouse Financial, Inc.

with respect to the 6.600% Non-Cumulative Preferred Stock, Series A, dated March 20, 2019, filed with the Secretary of State of the State of Delaware and effective March 20, 2019 (the “Series A Certificate of Designations”) , is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed March 25, 2019 (our “March 25, 2019 8-K”) .

3.1.2 Certificate of Designations of Brighthouse Financial, Inc.

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”) .

3.1.3 Certificate of Designations of Brighthouse Financial, Inc.

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., effective January 26, 2023, is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on January 30, 2023.

3.1 Restated Certificate of Incorporation of Brighthouse Financial, Inc., dated July 11, 2023 is incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on August 9, 2023 .

3.2 Amended and Restated Bylaws of Brighthouse Financial, Inc., effective June 9, 2023, is incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on June 13, 2023.

4.1 Indenture, dated as of June 22, 2017, among Brighthouse Financial, Inc., MetLife, Inc., as Guarantor, and U.S.

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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.

Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 22, 2021 (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).

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4.7 Form of Junior Subordinated Debenture (included in Exhibit A to Exhibit 4.6.1).

4.8 Series A Certificate of Designations , is incorporated by reference to Exhibit 4.1 to our March 25, 2019 8-K.

4.9 Series B Certificate of Designations, is incorporated by reference to Exhibit 4.1 to our May 21, 2020 8-K.

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

4.8 Series A Certificate of Designations, is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on March 25, 2019 (our “March 25, 2019 8-K”).

4.9 Series B Certificate of Designations, is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 21, 2020 (our “May 21, 2020 8-K”).

4.10 Series C Certificate of Designations, is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on November 20, 2020 (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 .

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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, is incorporated by reference to Exhibit 4.20 to our Annual Report on Form 10-K, filed on February 24, 2022.

Description of Securities.

10.1 Transition Services Agreement, dated as of January 1, 2017, between MetLife Services and Solutions, LLC and Brighthouse Services, LLC and for purposes of Article VIII only, MetLife, Inc.

5 unchanged sentences

and its Affiliates, is incorporated by reference to Exhibit 10.6 to our August 9, 2017 8-K.

10.4 Revolving Credit Agreement, dated as of Ap ril 15 , 20 22 , among Brighthouse Financial, Inc., Bank of America , N.A., as administrative agent, and the other lenders party thereto is incorporated by reference to Exhibit 10.

1 to our Current Report on Form 8-K , filed on April 19, 2022 .

10.4 Revolving Credit Agreement, dated as of April 15, 2022, among Brighthouse Financial, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on April 19, 2022.

10.5# Brighthouse Services, LLC Auxiliary Savings Plan, is incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q, filed on August 15, 2017.

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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”).

10.7# Brighthouse Services, LLC Voluntary Deferred Compensation Plan, effective January 1, 2018, is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 28, 2017.

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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 .

Amendment Number Four to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan, is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q , filed on May 9, 2023 .

10.8# Brighthouse Financial, Inc.

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10.19# Form of Non-Management Director Award Agreement Supplement (Director Plan), as amended November 14, 2019, is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on May 11, 2020.

10.20# Brighthouse Financial Blue Relocation Policy, as amended July 1, 2019, is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 6, 2019.

10.20# Brighthouse Financial Blue Relocation Policy, as restated July 1, 2019, is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 6, 2019.

10.21# Brighthouse Services, LLC Amended and Restated Executive Severance Pay Plan, is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 19, 2019.

Ame n dme nt Number One to the Brighthouse Services, LLC Amended and Restated Executive Severance Pay Plan is inc orporated by reference to Exhibit 10.

3 to our Quarte rly Report on Form 10-Q, filed on August 9, 2023 .

10.22# Brighthouse Services, LLC Change of Control Severance Pay Plan, is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 16, 2018.

Amendment Number One to the Brighthouse Services, LLC Ch a n ge of Control Severance Pay Plan is incorporated by reference to Exhibit 10.

4 to our Quarterly Report on Form 10-Q, filed on August 9, 2023.

10.23# Brighthouse Services, LLC Limited Death Benefit Plan is incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on December 23, 2019.

10.24# Brighthouse Services, LLC Deferred Compensation Plan for Non-Management Directors, is incorporated by reference to Exhibit 10.32 to our 2019 Annual Report.

10.25#* Summary of Brighthouse Services, LLC ICOLI Supplemental Death Benefit Only Plan.

Amendment Number One to the Brighthouse Services, LLC Deferred Compensation Plan for Non-Management Directors, is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 9, 2023.

Summary of Brighthouse Services, LLC ICOLI Supplemental Death Benefit Only Plan is incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K, filed on February 23, 2023.

21.1* List of Subsidiaries as of December 31, 2023.

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32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Bri ghthouse Finan cial , Inc.

Accounting Restatement Compensation Recovery Policy .

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.

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(Principal Accounting Officer) February 22, 2024

/s/ Irene Chang Britt

Director February 23, 2023

Irene Chang Britt

Edward Chaplin

Chairman of the Board of Directors February 23, 2023

Edward Chaplin Chairman of the Board of Directors February 22, 2024

Edward Chaplin

/s/ Stephen C.

Director February 23, 2023

Hooley Director February 22, 2024

Director February 22, 2024

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Director February 22, 2024

/s/ Patrick J.

Director February 22, 2024

Director February 23, 2023

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