SecProbe.io

Mail Stop 4546
May 15, 201 7

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

Re: Brighthouse Financial , Inc.
  Amendment No. 2  to Form  10-12B
Filed  April 18, 2017
  File No.  001-37905

Dear Mr. Bhalla :

We have reviewed your amended 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
Unaudited Pro Forma Condensed Combined Financial Statements, page 186

1. Upon separation, we note that as part of the  unwinding  of MetLife  Reinsurance Company
of South Carolina  (“MRSC”)  $2.8 billion collateral funding arrangement obligation, trust
assets in excess of MSRC’s obligation will support the early termination payment due to
an unaffiliated financial institution.  Please expand your disclosure to quantify and
explain your accoun ting for this early termination fee and any related future impacts, if
material.

2. Please tell us what consideration was given to reflecting any incremental costs associated
with your Master Separation Agreement as well as other agreements with MetLife in

Anant Bhalla
Brighthouse Financial , Inc.
May 15, 201 7
Page 2

 your pro forma financial information pursuant to Rule 11 -02(b)(6) of Regulation S -X.
We note discussion of  a post -separation license for the use of the “MetLife” name
discussed on page 287.

Non-GAAP and Other Financial Disclosures, page 192

3. You disclose  that you provide reconciliations of your non -GAAP measures to the most
directly comparable GAAP measures in the Results of Operations and Business sections
of your filing.  We are unable to locate reconciliations for Operating ROE and Operating
EPS.  Plea se tell us why these reconciliations were not provided.

4. You disclose that operating revenues and operating expenses exclude certain amounts
related to securitization entities that are VIEs consolidated under GAAP.  Please tell us
the reason(s) for excludi ng these amounts and quantify the amounts excluded from
operating revenues and operating expenses for each period presented.  Tell us the specific
line items that reflect the exclusion of such amounts on your reconciliations to the most
directly comparable  GAAP measures.

MetLife U.S. Retail Separation Business
Notes to Combined Financial Statements
1. Business, Basis of Presentation and Summary of Significant Accounting Policies
Employee Benefit Plans, page F -32

5. Your combined statements of operations incl ude expenses for employee benefit plans
sponsored by Metropolitan Life Insurance Company.  Please tell us if there is a
corresponding payable to MLIC recorded related to these expense amounts, if you have
an obligation to repay any of the benefits your emp loyees received under these plans, and
how any payables will be settled in the separation .

Stock -Based Compensation, page F -32

6. We note your stock -compensation expense included in your combined statements of
operations as determined by MetLife, Inc.’s accounting policy.  Please expand your
disclosure to discuss the impact of the separation on incentive compensation plans that
your employees previously participated in.

We remind 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.
May 15, 201 7
Page 3

 You may contact  Bonnie Baynes  at (202) 551 -4924  or Sharon Blume  at (202) 551 -3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or me at (202) 551 -3675  with any other
questions.

Sincerely,

 /s/ Sharon M. Blume for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Benjamin Nixon
 Willkie Farr & Gallagher LLP