SecProbe.io

Mail Stop 4546
November 3, 2016

Anant Bhalla
Chief Financial Officer
Brighthouse Financial, Inc.
Gragg Building
11225 North Community House Road
Charlotte, N C 28277

Re: Brighthouse  Financial, Inc.
 Form 10-12B
Filed October 5, 2016
File No. 001-37905

Dear Mr. Bhalla :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us  why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Exhibit 99.1 – Information Statement

Summary

The Distribution, page 13

1. Please include a question and answer relating to whether MetLife can decide to cancel the
distribution of Brighthouse common stock even if all the conditions have been met.

2. We note your disclosures on pages 64 and 85 that you intend to incur substantial
indebtedness in connection with the separation and will use a significant portion of the
proceeds to pay a dividend to MetLife.  Please provide information about this financing
arrangement including the amount you intend to borrow and  the amount that you intend
to pay to MetLife .

Anant Bhalla
Brighthouse Financial, Inc.
November 3, 2016
Page 2

Summary Risk Factors, page 18

3. Please revise the description of your strengths, strategy and risks factors to ensure a
balanced presentation.  Th e risk factor discussion  should be as prominent in detail and
presentation  as the discussion of your strengths and strategy.  Please relocate the risk
factor discussion to immediately follow the discussion  of you r strengths, expand each
bullet to  provide additional detail and highlight any risks relating to the spin -off and
changes to your business  by addressing them first.

Risk Factors

We will incur significant indebtedness  in connection with the separation …, page 31

4. Please quantify the significant indebtedness.   Similarly, revise “We will incur substantial
indebtedness in connection with the separation, and the degree to whi ch we will be
leveraged following completion of the distribution and separation may materially and
adversely  affect o ur results of operations and financial condition. ”

5. If you do not have a loan commitment, please disclose the possibility that you might not
be able to enter into an unsecured credit facility on acceptable terms.

We may experience difficulty in marketing and distributing products through our distribution
channels, page 57

6. We note your statement that a significant distributor has elected to suspend their
distribution relationships with you.  Please identify the distributor and provide additional
disclosure about the impact that this has had  or is expected to have on your operations .

The Separation and Distribution

Reasons for the Distribution, page 68

7. Please revise your disclosure to discuss how the distribution will impact MetLife’s
potential redesignation as a non -bank systemically important financial institution and the
applicability of the DOL Fiduciary Rule.

Conditions to the Distribution, page 71

8. Please clarify if you are able to waive any of the conditions.  If you are, please identify
the conditions that are subject to waiver.

Anant Bhalla
Brighthouse Financial, Inc.
November 3, 2016
Page 3

 Brighthouse, page 82

9. Please expand your discussion to identify and quantify the MetLife liabilities you intend
to assume

Recapitalization, page 85

10. We note the tabular presentation of your planned financing and other capital transactions
expected to occur before or at the time of the distribution.  Please tell us your
consideration of including unaudited pro forma financial statements in your filing t o give
effect to these transactions, as well as the eventual distribution of Brighthouse common
stock.   Refer to Article 11 of Regulation S -X.

Summary of Critical Accounting Estimates

Liability for Future Policy Benefits, page 94

11. You disclose that during the second quarter of 2016, MetLife accelerated its annual
review of actuarial assumptions for its U.S. retail variable annuity busine ss in light of the
availability of a larger body of cumulative actual experience data than had been
previously available.   As a result of this review, you made changes to certain contract
holder behavior and long -term economic assumptions.   These updates r esulted in a
substantial charge ($1.7 billion, net of DAC and income tax) to earnings as well as shift
in your accounting treatment for certain variable annuity guarantees from accrual -based
insurance liabilities to fair value -based embedded derivatives.   Please provide us with the
following additional information:
 Describe the new data that became available to you and explain why this data was
unavailable prior to the second quarter of 2016;
 Explain why the new data only accelerated the review of your vari able annuities and
no other products;
 Describe in greater detail the changes you made to contract holder behavior and long -
term economic assumptions and the drivers of those changes (i.e. what specific
consumer behavior/long -term economic outlook changed f rom your prior actuarial
review and how did those changes specifically impact your assumptions concerning
annuitization, lapses and withdrawals and risk margins);
 Provide us with an analysis, citing relevant accounting guidance, supporting your
determination that fair value -based embedded derivative accounting is now
appropriate for these types of contracts, considering the changes in assumptions; and
 Tell us why you refer to this as a shift in your accounting.  Provide us an analysis as
to wheth er or not it represents an accounting change pursuant to ASC 250 and, if so,
the type of change and how your accounting and disclosure complies with ASC 250.

Anant Bhalla
Brighthouse Financial, Inc.
November 3, 2016
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Six Months  Ended June 30, 2016 Compared with the Six Months Ended June 30, 2015

GMLB Riders Liabilities, page 139

12. You disclose the unfavorable change in the carrying value of the GMLB Rider liabilities
decreased income (loss) before provision for income tax by $4. 9 billion ($3.2 billion net
of tax) primarily due to 1) changes in actuarial assumptions related to rider utilization 2)
the impact from a decline in long -term interest rates during the period and 3) a favorable
change from the impact of adjustments relate d to nonperformance risk and risk
margin.   Please revise to separately quantify the impact each of these items had on your
results of operations.   Refer to Item 303(a)(3) of Regulation S -K.

GMLB Riders Actuarial Assumption Review, page 140

13. You disclose i n this section that the annual assumption review is included in the amounts
discussed above.   However, you disclose under GMLB Riders Liabilities that the related
amounts exclude the impact of the actuarial assumption review.   Please revise for
clarificati on.

14. Please tell us your consideration of disclosing the changes in your contract holder
behavior/long -term economic assumptions and aforementioned accounting shift, as a
known trend that is reasonably expected to have a material unfavorabl e impact on total
revenues.   Refer to Item 303(a)(3) of Regulation S -K.

Rating Agencies, page 176

15. We note your statement that in connection  with the separation, rating agencies are
expected to update the insurer financial strength ratings of your insurance company
subsidiaries and assign credit ratings to you r parent company.  To the extent that you
have experienced any rating changes or there are outstanding credit alerts or watches that
may precede  a rating change, please expand your disclosure to describe these events  and
discuss how these could affect liquidity, collateral calls on reinsurance or derivative
contracts and the ability to write new policies.  Please also include such information in
the risk factor captioned, “A downgrade or a potential downgrade in our fina ncial
strength or credit ratings could result in a loss of business and materially affect our
financial condition and results of operations.”

Anant Bhalla
Brighthouse Financial, Inc.
November 3, 2016
Page 5

 Business

Third -Party Reinsurance, page 232

16. To the extent you are substantially dependent on any of your reinsurance agreements ,
please file them as exhibits .

Compensation of Executive Offic ers and Directors, page 253

17. We note your disclosure on page F -137 that your employees participate in MetLife’s
stock compensation plans, the costs of which have been allocated to you and recorded in
your statement of income.  Please expand your disclosure  to describe the effect that the
separation and distribution will have on the se stock compensation plans.

Financial Statements

Notes to Combined Financial Statements

1. Business, Basis of Presentation, and Summary of Significant Accounting Policies, page F -12

18. It appears from your disclosures on pages 79 and 91 that the formation of Brighthouse as
the eventual standalone parent company will be effective upon completion of the spin -off
from MetLife and the newly -formed Brighthouse entity has no business transacti ons or
activities and does not yet hold any of the certain assets and liabilities of the MetLife’s
Retail and Corporate Benefit Funding segments.  As such, tell us:
 Why it is appropriate to label the combined financial statements as Brighthouse
Financial I nc. and Related Companies;
 Why it is appropriate to refer to the historical results presented in the summary
and selected combined historical financial information/data as Brighthouse; and
 Why it is appropriate to include the results of operations, financi al condition, and
cash flows of Brighthouse Inc. in the combined historical financial statements,
when it was not incorporated until August 1, 2016.

Investmen ts, Fixed Maturity and Equity S ecurities, page F -19

19. You disclose that interest income is reco gnized using an effective yield method, giving
effect to amortization of premiums and accretion of discounts.   Please revise your
amortization policy to clarify the period over which you amortize (ex: contractual or
estimated lives of securities).

We rem ind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Anant Bhalla
Brighthouse Financial, Inc.
November 3, 2016
Page 6

You may contact Bonnie Baynes  at (202) 551 -4924 or Sharon Blu me at (202) 551 -3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Irene Paik at (202) 551 -6553 or me at (202) 551 -3675 with any other  questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Benjamin Nixon
 Willkie Farr & Gallagher LLP