SecProbe.io

September 9, 2024
Thomas Corbett
Chief Financial Officer
Brookfield Reinsurance Ltd.
Ideation House, First Floor
94 Pitts Bay Road
Pembroke, HM08 Bermuda
Re:Brookfield Reinsurance Ltd.
Form 20-F for Fiscal Year Ended December 31, 2023 filed March 28, 2024
File No. 001-40509
Dear Thomas Corbett:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Bermuda Tax Risks - Our company will be subject to corporate income tax in 2025, page 48
1.Please revise future filings to more clearly explain the reasonably likely impact on your
tax obligations of BEPS, the Bermuda Tax Act, EUTPA and any other material tax law or
regulation. More clearly explain if the “assurance that, in the event that Bermuda enacts
legislation imposing tax computed on profits, income, any capital asset, gain or
appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of
any such tax shall not be applicable to the company or to any of its operations or its
shares, debentures or other obligations, until March 31, 2035” results in any official tax
regulations not being applicable for you and how the assurance will impact your current
and future tax obligations. Please ensure your disclosure in risk factors is consistent with
information disclosed in Note 22 Income Taxes in your financial statement notes.
4.B Business Overview, page 56
Please revise future filing to provide relevant information about your mortgage and 2.

September 9, 2024
Page 2
private loan portfolios.  For example, discuss the type of borrowers, type of collateral,
industry sectors, whether loans have fixed or variable rates, contractual maturities, etc.
Please provide us your proposed revised disclosure.
4.C Organizational Structure, page 77
3.We note you disclose throughout the filing that “each class A exchangeable share is
structured with the intention of providing an economic return equivalent to one Brookfield
Class A Share.”  Please revise future filings to more clearly describe the terms or structure
of Class A exchangeable shares that result in the shares having equivalent economic
returns.  Please provide us your proposed revised disclosure.
MD&A - Line of Business - Direct Insurance, page 89
4.Please revise future filings to provide a breakdown of net premiums by product or other
relevant characteristic for each period presented to allow and investor to understand your
key products and trends. Please discuss the underlying reasons for material trends. Please
provide us your proposed revised disclosure.
5.Please revise here or your Business Overview section in future filings to provide
quantitative information related to the sale of annuities by product type or other relevant
characteristic for each period presented to allow an investor to understand your key
products and relevant trends. Please also revise to discuss the underlying reasons for any
material trends. Please provide us your proposed revised disclosure.
Liquidity and Capital Resources, page 91
6.If significant to an understanding of your liquidity, please revise future filings to clarify
the amount of cash, cash equivalents and short-term investments held by foreign
subsidiaries. Please also describe any of these amounts that may not be available for U.S.
operations where you consider earnings to be permanently reinvested, to the extent
material, and address the potential tax implications of repatriation. Please provide us your
proposed revised disclosure.
Brookfield Operating Results, page 94
7.Please revise future filings to disclose Brookfield’s diluted EPS for each period presented.
8.Please revise future filings to discuss and quantify, to the extent meaningful, the
significance of the Company to Brookfield’s net income attributed to shareholders. Please
provide us your proposed revised disclosure.
Market Risk, page 95
9.Please revise future filings to disclose all of the information required by Item 11 of Form
20-F, including quantitative information about market risks in accordance with one of the
three disclosure alternatives provided in Item 11(a). Please provide us your proposed
revised disclosure.
Non-GAAP Measures - Distributable Operating Earnings, page 101
We note material adjustments in the table reconciling your net income to DOE described
as “Net investment gains and losses, including funds withheld” and “Mark-to-market on 10.

September 9, 2024
Page 3
insurance contracts and other net assets.” Please revise future filings to provide additional
detail regarding the items included in these adjustments including reconciling them to
other detailed disclosure included in MD&A or financial statement notes to allow an
investor to more clearly understand the nature of items excluded from DOE. Please
provide us your proposed revised disclosure.
11.Please revise future filings to clarify how the tax impact of your adjustments is included
in DOE. If it is not, please tell us how you considered the guidance in Question 102.11 of
the C&DIs on Non-GAAP Financial Measures. Please provide us your proposed revised
disclosure.
12.Please revise future filings to quantify the amounts added back for “returns on equity
invested in certain variable interest entities” and “your share of adjusted earnings from
your investments in certain associates” for 2023 and 2024. If material, please tell us in
detail how these items are accounted for in your financial statements and explain in more
detail why you add them back.  Additionally, please tell us how you considered the
guidance in Question 100.04 of the C&DIs on Non-GAAP Financial Measures in
determining that the adjustments were appropriate. Please provide us your proposed
revised disclosure.
Class A Exchangeable Shares and Class A-1 Exchangeable Shares, page 130
13.Please revise future filings to clarify the impact on the Company’s financial statements if
a holder of Class A or A-1 shares exchanges shares with Brookfield Corporation for one
Brookfield Class A Share. Please provide us your proposed revised disclosure.
Distributions, page 137
14.Please revise future filings to disclose the relationship, if any, between the distributable
earnings paid quarterly to Class C shares and the non-GAAP financial measure
distributable operating earnings disclosed throughout your filing. Please provide us your
proposed revised disclosure.
Class A Junior Preferred Shares - Conversion - At the Option of the Holder, page 139
15.Please revise future filings, as needed, to clarify the conversion terms related to the holder
of Class A Junior Preferred Shares. We note disclosure here indicates holders may convert
shares into Class C shares while disclosure on page F-17 indicates that holders may
convert shares for cash. To the extent that holders can not convert the shares to cash,
please tell us how this impacts your classification of the shares as mezzanine equity.
Note 1. Organization and Description of the Company, page F-12
16.Please tell us in detail and revise disclosure in future filings to explain why the financial
statements are labeled as "combined".
Notes to Financial Statements, page F-12
17.Please revise future filings to disclose all of the information required by ASC 944-505-50.
Please provide us your proposed revised disclosure.

September 9, 2024
Page 4
Note 2. Summary of Significant Accounting Policies - Adoption of New Accounting Standards
ASC 2018-12, page F-14
18.We note you converted to US GAAP on January 1, 2023 and also adopted LDTI on the
same date with a transition date of January 1, 2021.  Please explain to us how you adopted
LDTI and measured the impact at transition considering the prior periods were prepared
under IFRS. Additionally, please tell us where the transition information required by ASC
944-40-65-2.g and .h is disclosed. As needed, please ensure your disclosure in future
filings clearly explains your transition approach with LDTI.
Class A exchangeable shares, page F-16
19.Please tell us how you determined that Class A and A-1 exchangeable shares should not
be classified as mezzanine equity.  Specifically, tell us how you considered if the shares
had redemption terms that were outside your control. Please reference all authoritative
and non-authoritative guidance you considered in your determination.
Earnings per share, page F-28
20.We note disclosure that, “Our Board of Directors has adopted a policy that class C share
distributions will be paid quarterly in an amount equal to the Company’s distributable
earnings…”  Please tell us where these distributions are presented in the statement of cash
flows or revise your disclosure accordingly here and elsewhere as needed, if these
distributions have not been made.
Foreign Currencies, page F-28
21.If material, please revise future filings to disclose the aggregate transaction gain or loss
included in determining net income for each period presented. Refer to ASC 830-20-50-1
for guidance.
Note 21. Corporate and Subsidiary Borrowings, page F-78
22.Please revise future filings to disclose the weighted average interest rate for short-term
borrowings and the interest rate for long-term debt. Refer to ASC 210-10-S99-1. 19 and
.22 for guidance.
23.Please revise future filings to disclose the carrying amount and classification of any assets
pledged as collateral for your borrowings. Refer to ASC 860-30-50-1A.b.1 for guidance.
Note 22. Income Taxes, page F-79
24.In light of the significant reconciling item due to differences of foreign taxes from U.S.
statutory taxes in the statutory tax rate reconciliation, please revise here or in MD&A in
future filings to quantify pre-tax income and income tax expense by country, disclose the
statutory tax rate of each country and discuss tax structures and strategies that results in a
large portion of your taxable income being derived from foreign countries with low tax
rates. Please provide us your proposed revised disclosure.
Note 27. Segment Reporting, page F-85
Please revise future filings to disclose the amount of revenue attributed to your country of
domicile and any other country with a material amount of revenue. Refer to ASC 280-10-25.

September 9, 2024
Page 5
50-41.a. for guidance. Please provide us your proposed revised disclosure.
General
26.We note disclosure throughout your filing that appear to be related to accounting policies
no longer in effect for any periods presented. For example, DAC amortization on pages 32
and 33 and disclosures starting with “prior to the adoption of LDTI.” Please tell us why
this disclosure is relevant or, if appropriate, remove it in future filings.
Form 6-K Filed August 14, 2024
Note 2. Summary of Significant Accounting Policies, page 9
27.We note the material amount of VOBA recognized at June 30, 2024. Please revise future
filings to disclosure your amortization policy and tell us the guidance you considered in
determining your policy.
Note 22. Income Taxes, page 58
28.Please provide us an accounting analysis that details the key facts, judgments and specific
accounting guidance that you considered in recognizing and measuring the material
deferred tax asset related to the new CIT regime in Bermuda. Please revise future filings
to provide appropriate information to allow investors to understand your income tax
determinations.
            In closing, 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.
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance