Document

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 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: 001-37905

Brighthouse Financial, Inc.

(Exact name of registrant as specified in its charter)



Delaware			81-3846992
(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:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BHF	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share	BHFAP	The Nasdaq Stock Market LLC
of 6.600% Non-Cumulative Preferred Stock, Series A	BHFAP	The Nasdaq Stock Market LLC
6.250% Junior Subordinated Debentures due 2058	BHFAL	The Nasdaq Stock Market LLC

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	þ	Accelerated filer	¨
Non-accelerated filer	¨	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 May 7, 2020, 93,844,031 shares of the registrant’s common stock were outstanding.

Table of Contents



		Page
Part I — Financial Information
Item 1.	Consolidated Financial Statements (at March 31, 2020 (Unaudited) and December 31, 2019 and for the Three Months Ended March 31, 2020 and 2019 (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	8
	Note 3 — Insurance	11
	Note 4 — Investments	12
	Note 5 — Derivatives	23
	Note 6 — Fair Value	28
	Note 7 — Equity	36
	Note 8 — Other Revenues and Other Expenses	38
	Note 9 — Earnings Per Common Share	39
	Note 10 — Contingencies, Commitments and Guarantees	39
	Note 11 — Subsequent Events	41
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	81
Item 4.	Controls and Procedures	81

Part II — Other Information
Item 1.	Legal Proceedings	82
Item 1A.	Risk Factors	82
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83
Item 6.	Exhibits	84

Signature		85

Table of Contents

Part I — Financial Information

Item 1. Financial Statements

Brighthouse Financial, Inc.

Interim Condensed Consolidated Balance Sheets

March 31, 2020 (Unaudited) and December 31, 2019

(In millions, except share and per share data)



	March 31, 2020			December 31, 2019
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $65,237 and $64,079, respectively; allowance for credit losses of $10 and $0, respectively)	$	71,302		$	71,036
Equity securities, at estimated fair value	122			147
Mortgage loans (net of allowance for credit losses of $69 and $64, respectively)	15,547			15,753
Policy loans	1,250			1,292
Limited partnerships and limited liability companies	2,505			2,380
Short-term investments, principally at estimated fair value	4,348			1,958
Other invested assets, principally at estimated fair value (net of allowance for credit losses of $13 and $0, respectively)	9,658			3,216
Total investments	104,732			95,782
Cash and cash equivalents	8,930			2,877
Accrued investment income	868			684
Premiums, reinsurance and other receivables	14,994			14,760
Deferred policy acquisition costs and value of business acquired	4,862			5,448
Current income tax recoverable	9			17
Other assets	550			584
Separate account assets	89,008			107,107
Total assets	$	223,953		$	227,259
Liabilities and Equity
Liabilities
Future policy benefits	$	40,653		$	39,686
Policyholder account balances	47,288			45,771
Other policy-related balances	3,169			3,111
Payables for collateral under securities loaned and other transactions	10,988			4,391
Long-term debt	4,365			4,365
Deferred income tax liability	2,482			1,355
Other liabilities	5,561			5,236
Separate account liabilities	89,008			107,107
Total liabilities	203,514			211,022
Contingencies, Commitments and Guarantees (Note 10)
Equity
Brighthouse Financial, Inc.’s stockholders’ equity:
Preferred stock, par value $0.01 per share; $425 aggregate liquidation preference	—			—
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 120,867,313 and 120,647,871 shares issued, respectively; 100,502,488 and 106,027,301 shares outstanding, respectively	1			1
Additional paid-in capital	12,911			12,908
Retained earnings (deficit)	5,521			585
Treasury stock, at cost; 20,364,825 and 14,620,570 shares, respectively	(706		)	(562		)
Accumulated other comprehensive income (loss)	2,647			3,240
Total Brighthouse Financial, Inc.’s stockholders’ equity	20,374			16,172
Noncontrolling interests	65			65
Total equity	20,439			16,237
Total liabilities and equity	$	223,953		$	227,259

See accompanying notes to the interim condensed consolidated financial statements.

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Brighthouse Financial, Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months Ended March 31, 2020 and 2019 (Unaudited)

(In millions, except per share data)



	Three Months Ended March 31,
	2020			2019
Revenues
Premiums	$	198		$	227
Universal life and investment-type product policy fees	886			875
Net investment income	916			811
Other revenues	102			92
Net investment gains (losses)	(19		)	(11		)
Net derivative gains (losses)	6,902			(1,303		)
Total revenues	8,985			691
Expenses
Policyholder benefits and claims	1,187			772
Interest credited to policyholder account balances	259			258
Amortization of deferred policy acquisition costs and value of business acquired	770			22
Other expenses	517			592
Total expenses	2,733			1,644
Income (loss) before provision for income tax	6,252			(953		)
Provision for income tax expense (benefit)	1,293			(218		)
Net income (loss)	4,959			(735		)
Less: Net income (loss) attributable to noncontrolling interests	2			2
Net income (loss) attributable to Brighthouse Financial, Inc.	4,957			(737		)
Less: Preferred stock dividends	7			—
Net income (loss) available to Brighthouse Financial, Inc.’s common shareholders	$	4,950		$	(737	)
Comprehensive income (loss)	$	4,366		$	219
Less: Comprehensive income (loss) attributable to noncontrolling interests	2			2
Comprehensive income (loss) attributable to Brighthouse Financial, Inc.	$	4,364		$	217



Earnings per common share
Basic	$	47.26	$	(6.31	)
Diluted	$	47.11	$	(6.31	)

See accompanying notes to the interim condensed consolidated financial statements.

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Brighthouse Financial, Inc.

Interim Condensed Consolidated Statements of Equity

For the Three Months Ended March 31, 2020 and 2019 (Unaudited)

(In millions)



	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Treasury Stock at Cost			Accumulated Other Comprehensive Income (Loss)			Brighthouse Financial, Inc.’s Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2019	$	—	$	1	$	12,908	$	585		$	(562	)	$	3,240		$	16,172		$	65		$	16,237
Cumulative effect of change in accounting principle, net of income tax (Note 1)							(14		)				3			(11		)				(11		)
Balance at January 1, 2020	—		1		12,908		571			(562		)	3,243			16,161			65			16,226
Treasury stock acquired in connection with share repurchases										(142		)				(142		)				(142		)
Share-based compensation					3					(2		)				1						1
Dividends on preferred stock							(7		)							(7		)				(7		)
Change in noncontrolling interests																—			(2		)	(2		)
Net income (loss)							4,957									4,957			2			4,959
Other comprehensive income (loss), net of income tax													(596		)	(596		)				(596		)
Balance at March 31, 2020	$	—	$	1	$	12,911	$	5,521		$	(706	)	$	2,647		$	20,374		$	65		$	20,439



	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Treasury Stock at Cost			Accumulated Other Comprehensive Income (Loss)		Brighthouse Financial, Inc.’s Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2018	$	—	$	1	$	12,473	$	1,346		$	(118	)	$	716	$	14,418		$	65		$	14,483
Preferred stock issuance	—				412										412						412
Treasury stock acquired in connection with share repurchases										(52		)			(52		)				(52		)
Share-based compensation					4										4						4
Change in noncontrolling interests															—			(2		)	(2		)
Net income (loss)							(737		)						(737		)	2			(735		)
Other comprehensive income (loss), net of income tax													954		954						954
Balance at March 31, 2019	$	—	$	1	$	12,889	$	609		$	(170	)	$	1,670	$	14,999		$	65		$	15,064

See accompanying notes to the interim condensed consolidated financial statements.

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Brighthouse Financial, Inc.

Interim Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2020 and 2019 (Unaudited)

(In millions)



	Three Months Ended March 31,
	2020			2019
Net cash provided by (used in) operating activities	$	96		$	376
Cash flows from investing activities
Sales, maturities and repayments of:
Fixed maturity securities	1,674			4,100
Equity securities	14			6
Mortgage loans	481			263
Limited partnerships and limited liability companies	69			77
Purchases of:
Fixed maturity securities	(2,541		)	(3,830		)
Mortgage loans	(279		)	(1,076		)
Limited partnerships and limited liability companies	(178		)	(110		)
Cash received in connection with freestanding derivatives	3,412			316
Cash paid in connection with freestanding derivatives	(1,807		)	(310		)
Net change in policy loans	41			36
Net change in short-term investments	(2,387		)	(799		)
Net change in other invested assets	17			55
Net cash provided by (used in) investing activities	(1,484		)	(1,272		)
Cash flows from financing activities
Policyholder account balances:
Deposits	1,974			1,858
Withdrawals	(478		)	(911		)
Net change in payables for collateral under securities loaned and other transactions	6,597			(1,067		)
Long-term debt issued	—			1,000
Long-term debt repaid	—			(600		)
Preferred stock issued, net of issuance costs	—			412
Dividends on preferred stock	(7		)	—
Treasury stock acquired in connection with share repurchases	(142		)	(52		)
Financing element on certain derivative instruments and other derivative related transactions, net	(486		)	(11		)
Other, net	(17		)	(14		)
Net cash provided by (used in) financing activities	7,441			615
Change in cash, cash equivalents and restricted cash	6,053			(281		)
Cash, cash equivalents and restricted cash, beginning of period	2,877			4,145
Cash, cash equivalents and restricted cash, end of period	$	8,930		$	3,864
Supplemental disclosures of cash flow information
Net cash paid (received) for:
Interest	$	15		$	12
Income tax	$	—		$	(1	)

See accompanying notes to the interim condensed consolidated financial statements.

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Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

1. Business, Basis of Presentation and Summary of Significant Accounting Policies

Business

“Brighthouse Financial” and the “Company” refer to Brighthouse Financial, Inc. and its subsidiaries. Brighthouse Financial, Inc. (“BHF”) is a holding company formed in 2016 to own the legal entities that historically operated a substantial portion of MetLife, Inc.’s former retail segment until becoming a separate, publicly-traded company in August 2017. Brighthouse Financial is one of the largest providers of annuity and life insurance products in the United States through multiple independent distribution channels and marketing arrangements with a diverse network of distribution partners. The Company is organized into three segments: Annuities; Life; and Run-off. In addition, the Company reports certain of its results of operations in Corporate & Other.

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 Financial, 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 current period presentation as may be discussed when applicable in the Notes to the Interim Condensed Consolidated Financial Statements.

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, 2019 consolidated balance sheet data was derived from audited consolidated financial statements included in Brighthouse Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “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 2019 Annual Report.

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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. ASUs adopted 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 March 31, 2020 are summarized 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.	January 1, 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 is expected to be the measurement of liabilities for variable annuity guarantees.

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.

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Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information

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

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.

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 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 the investor community. Adjusted earnings should not be viewed as a substitute for net income (loss) available to BHF’s common shareholders and excludes net income (loss) attributable to noncontrolling interests and preferred stock dividends.

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 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”).

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.

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Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)

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.

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.

Operating results by segment, as well as Corporate & Other, were as follows:



	Three Months Ended March 31, 2020
	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	389	$	13	$	(90	)	$	(59	)	$	253
Provision for income tax expense (benefit)	73		2		(20		)	(22		)	33
Post-tax adjusted earnings	316		11		(70		)	(37		)	220
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			2			2
Less: Preferred stock dividends	—		—		—			7			7
Adjusted earnings	$	316	$	11	$	(70	)	$	(46	)	211
Adjustments for:
Net investment gains (losses)											(19		)
Net derivative gains (losses)											6,902
Other adjustments to net income (loss)											(884		)
Provision for income tax (expense) benefit											(1,260		)
Net income (loss) available to Brighthouse Financial, Inc.’s common shareholders											$	4,950

Interest revenue	$	460	$	116	$	324		$	20
Interest expense	$	—	$	—	$	—		$	47

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Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Segment Information (continued)



	Three Months Ended March 31, 2019
	Annuities		Life		Run-off			Corporate & Other			Total
	(In millions)
Pre-tax adjusted earnings	$	361	$	31	$	(46	)	$	(72	)	$	274
Provision for income tax expense (benefit)	66		6		(10		)	(22		)	40
Post-tax adjusted earnings	295		25		(36		)	(50		)	234
Less: Net income (loss) attributable to noncontrolling interests	—		—		—			2			2
Less: Preferred stock dividends	—		—		—			—			—
Adjusted earnings	$	295	$	25	$	(36	)	$	(52	)	232
Adjustments for:
Net investment gains (losses)											(11		)
Net derivative gains (losses)											(1,303		)
Other adjustments to net income (loss)											87
Provision for income tax (expense) benefit											258
Net income (loss) available to Brighthouse Financial, Inc.’s common shareholders											$	(737	)