SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 September 30, 2024

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:   Michael Volley

 Amit
Pande

Re:
 Brookfield Wealth Solutions Ltd. (formerly known as Brookfield Reinsurance Ltd.)

Form 20-F for the Fiscal Year Ended December 31, 2023 filed March 28, 2024

File No. 001-40509

Dear Ladies and Gentlemen:

 On behalf of
Brookfield Wealth Solutions Ltd. (formerly known as Brookfield Reinsurance Ltd.) (the “Company”), please find responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated September 9, 2024, with respect to the Company’s Form 20-F (File
No. 001-40509) (“Form 20-F”) for the Company’s fiscal year ended December 31, 2023, filed with the Commission on March 28, 2024. The
numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Form 20-F.

 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.

 The Company acknowledges the Staff’s comment and advises
the Staff that in future filings, beginning in the next annual filing on Form 20-F for the year ended December 31, 2024, the Company will revise its disclosure to more clearly explain the reasonably
likely impact of material tax laws on its tax obligations, including the impact of Pillar II and the Exempted Undertakings Tax Protection Act 1966 (as amended) (“EUTPA”). In addition, the Company will ensure that its disclosure in risk
factors is consistent with information disclosed in Note 22 Income Taxes in its financial statement notes.

 4.B Business Overview, page 56

2.
 Please revise future filing to provide relevant information about your mortgage and 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.

The Company acknowledges the Staff’s comment and advises the Staff that in Note 5 and 6 to the Company’s financial statements, the
Company provides certain information with respect to its mortgage and private loan portfolios. In addition, the Company advises the Staff that the Company provided further detail on its mortgage and private loan portfolios in its interim filing for
the quarter ended June 30, 2024 and that was included in its Form 6-K filed on August, 14, 2024 that was not previously included in its Form 20-F. Such further
information, which the Company will continue to include in future filings, includes (i) a breakdown of commercial and residential mortgage loans, (ii) a breakdown of commercial mortgage loans by geographic distribution and property type,
and (iii) amortized cost basis by origination year table now broken out between commercial and residential mortgage and includes a further breakdown based on days outstanding.

Beginning in the next annual filing on Form 20-F for the year ended December 31, 2024, the Company will
revise the Business Overview (under the Investment Strategy section) to include information about its mortgage and private loans portfolios and to cross-reference to notes to the Company’s financial statements where further detail is provided
on its mortgage and private loan portfolios as set forth below:

 “Our investment strategy includes investments into commercial and
residential mortgage loans as well as private loans with maturities ranging from one-year to greater than 30 years. Our loan portfolio consists of both fixed and variable rate notes with borrowers across
diverse geographical locations and property types. Generally, mortgage loans are collateralized by the related property. Please refer to Note 5 and 6 of the Notes to the Financial Statements for additional information on our mortgage and private
loan portfolios.”

 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.

 The Company acknowledges the
Staff’s comment and advises the Staff that the Company believes that each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share because, and as
disclosed on pages 13 and 78 of the Form 20-F, (i) each class A exchangeable share is exchangeable with Brookfield Corporation at the option of the holder for one Brookfield Class A Share (subject to
adjustments to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), subject to certain limitations and (ii) it is the intention that distributions on the class
A exchangeable shares are paid at the same time and in the same amount as dividends on the Brookfield Class A Shares.

 - 2 -

 In future filings beginning with its next annual filing for the year ended December 31,
2024, the Company will include the following language (as appropriate) in areas of the filings where there is a discussion of each exchangeable share being structured to provide an economic return equivalent to a Brookfield Class A Share:

“Each exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A
Share due to each exchangeable share (i) being exchangeable at the option of the holder for one Brookfield Class A Share or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), subject to
certain limitations as more fully described in this Form 20-F, and (ii) receiving distributions at the same time and in the same amounts as dividends on the Brookfield Class A Shares.”

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.

The Company acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with its next interim filing for the
quarter ended September 30, 2024, will revise the line of business section within the MD&A to include a breakdown of net premiums by product and, to the extent material, will disclose any trends identified in the net premiums by product.

 The Company proposes to include the following tabular information and related commentary in future filings (and such related commentary to
be revised as appropriate to reflect any identified material trends and primary drivers):

 - 3 -

 Net Premiums

Please see table below for a breakdown of net premiums by product:

 FOR THE YEARS ENDED DEC. 31

 US$
MILLIONS

2023

2022

2021

 Net premiums

 Annuities

 Retail1

 Fixed Rate

[XX
]

[XX
]

[XX
]

 Fixed Index

[XX
]

[XX
]

[XX
]

 Total Retail Annuities

[XX
]

[XX
]

[XX
]

 Institutional

 Pension Risk Transfer2

[XX
]

[XX
]

[XX
]

 Total Institutional Annuities

[XX
]

[XX
]

[XX
]

 Total Annuities

[XX
]

[XX
]

[XX
]

 Whole Life and Others

[XX
]

[XX
]

[XX
]

 Property and Casualty

 Property

[XX
]

[XX
]

[XX
]

 Liability

[XX
]

[XX
]

[XX
]

 Professional

[XX
]

[XX
]

[XX
]

 Specialty

[XX
]

[XX
]

[XX
]

 Total Property and Casualty

[XX
]

[XX
]

[XX
]

 Total

[XX
]

[XX
]

[XX
]

1.
 Premiums received from retail annuities are generally recorded as deposits and are not included in net
premiums.

2.
 Premiums may differ from gross annuity sales, since premiums are recognized as revenue when due while they are
included in sales upon deal close, which is confirmed by the counterparty.

 2023 vs. 2022

For the year ended December 31, 2023, we reported total net premiums of $[XX] million, compared to net premiums of $[XX] million in the prior year.
The increase of $[XX] million is primarily due to growth within the annuities segment as we continue to scale our pension risk transfer business. The growth was partially offset by a reduction of $[XX] million within our property and casualty
segment driven by additional reinsurance purchased on certain liability lines.

 2022 vs. 2021

For the year ended December 31, 2022, we reported total net premiums of $[XX] million, compared to net premiums of $[XX] million in the prior year.
The increase of $[XX] million is primarily due to the contribution by American National following the acquisition on May 25, 2022.

 - 4 -

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.

 The Company acknowledges the
Staff’s comment and advises the Staff that in future filings, beginning with its next interim filing for the quarter ended September 30, 2024, the Company will revise the line of business section within the MD&A to provide quantitative
information related to the sale of annuities by product type and, to the extent material, will disclose any trends identified by product.

The Company proposes to include the following tabular information and related commentary in future filings (and such related commentary to be
revised as appropriate to reflect any identified material trends and primary drivers):

 Gross Annuity Sales

Gross annuity sales are comprised of all products’ deposits, which generally are not included in revenues on the consolidated statement of operations.
Gross annuity sales include directly written business, flow reinsurance assumed as well as premiums and deposits generated from assumed block reinsurance transactions.

Please see table below for a breakdown of gross annuity sales:

 FOR THE YEARS ENDED DEC. 31

 US$
MILLIONS

2023

2022

2021

 Gross Annuity Sales

 Annuities

 Retail

 Fixed Index

[XX
]

[XX
]

[XX
]

 Fixed Rate

[XX
]

[XX
]

[XX
]

 Total Retail Annuities

[XX
]

[XX
]

[XX
]

 Institutional

 Pension Risk Transfer1

[XX
]

[XX
]

[XX
]

 Total Institutional Annuities

[XX
]

[XX
]

[XX
]

 Total Gross Annuity Sales

[XX
]

[XX
]

[XX
]

1.
 Premiums may differ from gross annuity sales, since premiums are recognized as revenue when due while they are
included in sales upon deal close, which is confirmed by the counterparty.

 2023 vs. 2022

For the year ended December 31, 2023, we reported total gross annuity sales of $[XX] million, compared to gross annuity sales of $[XX] million in the
prior year. The increase of $[XX] million is primarily due to the contribution by American National of full year annuity sales, as opposed to their partial year sales in 2022, following the acquisition on May 25, 2022.

 - 5 -

 2022 vs. 2021

For the year ended December 31, 2022, we reported total gross annuity sales of $[XX] million, compared to gross annuity sales of $[XX] million in the
prior year. The increase of $[XX] million is primarily due to the contribution by American National following the acquisition on May 25, 2022 coupled with growth in our pension risk transfer business.

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.

The Company acknowledges the Staff’s comment and respectfully notes the following for the Staff’s consideration.

The Company’s U.S. insurance subsidiaries have the majority of the Company’s cash and short-term investments and hold approximately
80% of the Company’s total liquidity. The Company’s corporate entity is not encumbered by regulatory capital and liquidity restrictions and has access to additional capital and liquidity in the form of an equity commitment from Brookfield
in the amount of $2.0 billion and revolving credit facilities of approximately $1.6 billion that can be deployed to its insurance subsidiaries if required.

The Company and its subsidiaries take an integrated approach to risk management that involves the Company’s risk appetite and capital
requirements. The Company’s insurance subsidiaries are well capitalized and are in compliance with all capital requirements imposed by the respective regulators. The Company’s U.S subsidiaries follow the Risk Based Capital
(“RBC”) requirements based on the guidelines of the National Association of Insurance Commissioners (“NAIC”).

 The
Company’s U.S. insurance subsidiaries have additional access to liquidity from sources such as the Federal Home Loan Bank (“FHLB”) programs. As of June 30, 2024, the Company had no drawings and a total of $1.5 billion
undrawn commitment available related to this program.

 The Company is of the opinion that all of its insurance subsidiaries are well
capitalized and have sufficient liquidity to meet their present requirements for the foreseeable future. As a result the Company believes that the likelihood of needing to repatriate funds to its U.S. insurance subsidiaries is unlikely. In the
unlikely event that our U.S. insurance subsidiaries would require an injection of capital, the Company would utilize the capital available at the corporate level and would not repatriate capital from foreign insurance subsidiaries.

In light of the Staff’s comment, the Company proposes the following footnote be added under the Total Liquidity table within the Liquidity
and Capital Resources section of the MD&A beginning with the next quarterly filing for the quarter ended September 30, 2024:

 AS OF DEC. 31

 US$ MILLIONS

2023

2022

 Cash and cash equivalents

$
[XX
]

$
[XX
]

 Liquid financial assets

[XX
]

[XX
]

 Undrawn credit facilities

[XX
]

[XX
]

 Total Liquidity1

$
[XX
]

$
[XX
]

1.
 See “Performance Measures used by Management”.

As of December 31, 2023 and 2022, [XX]% and [XX]%, respectively, of the Company’s Total Liquidity was held by our U.