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fgseccommentresponse0420

Alan A. Lanis, Jr.  direct dial: 310.442.8828  jrlanis@bakerlaw.com  May 22, 2025  Office of Manufacturing  Division of Corporation Finance  Securities and Exchange Commission  Washington, DC 20549  Attn: Michael Volley and Amit Pande  Re: F&G Annuities & Life, Inc.  Form 10-K for Fiscal Year Ended December 31, 2024  Form 8-K Filed February 20, 2025  File No. 001-41490  Mr. Volley and Mr. Pande:  On behalf of F&G Annuities & Life, Inc. (the “Company”), we are submitting this letter in response to the  comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and  Exchange Commission (the “Commission”) dated April 25, 2025 (the “Comment Letter”), relating to the  Company’s Form 10-K, filed with the Commission on February 28, 2025 and the Company’s Form 8-K,  filed with the Commission on February 20, 2025.  For the Staff’s convenience, we have repeated below the Staff’s comment in italics, and have followed such  comment with the Company’s response.  Form 10-K for Fiscal Year Ended December 31, 2024  Our Strategy, page 11  1. We note your reference to accretive flow reinsurance and flow reinsurance fee income throughout your filing. Please revise future filings to provide additional information regarding how flow reinsurance is accretive and explain how you generate fee income from the flow reinsurance transactions. Please provide us your proposed disclosure. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to provide the additional information regarding how flow reinsurance is accretive  and how fee income from the flow reinsurance transactions is generated, as requested.

May 22, 2025  Page 2  For the Staff’s reference, set forth below is a draft of the proposed revised disclosure that the Company  intends to include in future filings:  Flow reinsurance is a strategic arrangement designed to optimize capital efficiency and maintain  sales growth capacity by leveraging the reinsurer’s balance sheet. Under this structure, on a  reinsured sale, F&G deploys approximately 50% of the capital required in the initial year compared  to a fully retained sale, with no capital allocated in the subsequent year. The reinsurer provides the  remaining capital and assumes the risk and returns on the ceded business. The reinsurer pays a  ceding commission to F&G as part of the sales arrangement. Although the commission is relatively  lower than the earnings from a fully retained sale, the overall construct is accretive due to the  significant reduction in capital utilization relative to earnings, creating a capital-light transaction  profile for F&G.  Non-GAAP Financial Measures, page 87  2. We note your prominent disclosure and discussion related to the Adjusted Net Earnings non-GAAP financial measure and the material adjustments on page 99 related to “Recognized gains and losses, net” and “Market related liability adjustments.” Please revise future filings to more clearly describe why you back out the impact of the multitude of transactions included in these two adjustments and why you consider the resulting measure to be useful in understanding your overall results of operations. Further, we note you back out only certain recognized gains and losses. Compare and contrast the key characteristics of recognized gains and losses left in as compared to those backed out. Please provide us your proposed disclosure. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to provide the additional information regarding the decision to back out transactions  included in “Recognized gains and losses, net” and “Market related liability adjustments” and why the  resulting measure is considered useful in understanding the Company’s overall results of operations, as  requested.  For the Staff’s reference, set forth below is a draft of the proposed revised disclosure that the Company  intends to include in future filings:  Adjusted net earnings attributable to common shareholders (ANE) is a non-GAAP economic  measure used to evaluate financial performance each period.   ANE eliminates the impact of specific items that are not indicative of the underlying economics of  our business, including certain market volatility, asymmetrical and noneconomic accounting, non- recurring items and other income and expense adjustments. These items are volatile in our reported  GAAP earnings and are not indicative of the underlying profitability drivers reflected in the design  and pricing of our products and/or our investment and hedging strategy, as such items fluctuate  from period to period in a manner inconsistent with these drivers.  ANE provides information to enhance an investor’s understanding of our results and underlying  profitability drivers by removing the impact of short-term market volatility (i.e. recognized gains  and losses, market risk benefits remeasurement gains and losses, derivative gains and losses),  asymmetrical and non-economic accounting (i.e. derivatives and investment hedges that do not  qualify for hedge accounting, deferred pension risk transfer deferred profit liability losses), and  other adjustments.

May 22, 2025  Page 3  ANE is calculated by adjusting net earnings or loss attributable to common shareholders to  eliminate:   (i) Recognized gains and losses, net: the impact of net investment gains/losses, including changes in allowance for expected credit losses and other than temporary impairment (“OTTI”) losses, recognized in operations; and the effects of changes in fair value of the reinsurance related embedded derivative and other derivatives, including interest rate swaps and forwards; (ii) Market related liability adjustments: the impacts related to changes in the fair value, including both realized and unrealized gains and losses, of index product related derivatives and embedded derivatives, net of hedging cost; the impact of initial pension risk transfer deferred profit liability losses, including amortization from previously deferred pension risk transfer deferred profit liability losses; and the changes in the fair value of market risk benefits by deferring current period changes and amortizing that amount over the life of the market risk benefit; (iii) Purchase price amortization: the impacts related to the amortization of certain intangibles (internally developed software, trademarks and value of distribution asset and the change in fair value of liabilities recognized as a result of acquisition activities); (iv) Transaction costs: the impacts related to acquisition, integration and merger related items; (v) Other and “non-recurring,” “infrequent” or “unusual items”: Other adjustments include removing any charges associated with U.S. guaranty fund assessments as these charges neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the Company. Further, Management excludes certain items determined to be “non-recurring,” “infrequent” or “unusual” from adjusted net earnings when incurred if it is determined these expenses are not a reflection of the core business and when the nature of the item is such that it is not reasonably likely to recur within two years and/or there was not a similar item in the preceding two years; (vi) Non-controlling interest on non-GAAP adjustments: the portion of the non-GAAP adjustments attributable to the equity interest of entities that F&G does not wholly own; and (vii) Income taxes: the income tax impact related to the above-mentioned adjustments is measured using an effective tax rate, as appropriate by tax jurisdiction. Recognized gains and losses are excluded from ANE as part of both adjustments (i) and (ii). As  part of those two adjustments to ANE, all material recognized gains and losses are removed except  for periodic settlements of interest rate swaps used to economically hedge our floating rate  investments.   While these items are an integral part of the overall performance of F&G, market conditions and/or  the non-operating nature of these items can overshadow the underlying performance of our normal,  ongoing business. Accordingly, management considers ANE to be a useful measure internally and  to investors and analysts in analyzing the trends of our operations. ANE should not be used as a  substitute for GAAP net earnings and loss. Therefore, the Company has provided a reconciliation  of ANE to the most comparable GAAP metric, net earnings and loss, on page XXX.

May 22, 2025  Page 4  3. We note your prominent disclosure and discussion related to AUM, AAUM and yield on AAUM. Please revise future filings to quantify the components of AUM, in appropriate detail, disclose the annualized net investment income used in the yield calculation and discuss any differences between annualized net investment income used in the yield calculation and US GAAP interest and investment income disclosed in the income statement. Additionally, please clarify if investments related to the coinsurance with funds withheld arrangements are included in these measures. Please provide us your proposed disclosure. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to provide the additional information regarding quantification of AUM, disclosure  of the annualized net investment income used in the yield calculation, and discussion of any differences  between annualized net investment income used in the yield calculation and US GAAP interest and  investment income disclosed in the income statement, as requested.   We propose to update the non-GAAP definition to state, “AUM is comprised of the following components  and is reported net of assets ceded pursuant to coinsurance funds withheld arrangements in accordance with  GAAP” and to update the caption in the table to “Net assets ceded pursuant to coinsurance funds withheld  arrangements.” Moreover, we propose to update the non-GAAP definition to clarify “Yield on AAUM is  calculated by dividing annualized GAAP net investment income by AAUM. Management considers this  non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level  of return earned on AAUM.”  For the Staff’s reference, set forth below is a draft of the proposed revised disclosure that the Company  intends to include in future filings:  6/30/2025 31-Dec-24 Reconciliation of total investments to  AUM  US GAAP total investments XX,XXX $59,393  US GAAP cash and cash equivalents X,XXX 3,539  Less: US GAAP derivative investments XXX 1,401  US GAAP line items subtotal XX,XXX 61,531  Adjustments  Net assets ceded pursuant to coinsurance  funds withheld arrangements -XX,XXX -9,838 Unrealized (gains)/losses and allowances  adjustment X,XXX 2,102  Owned distribution investments adjustment -XXX -314 Reclass from prepaid expenses and other  assets ¹ XXX 770  Reclass from accounts payable and accrued  liabilities ² -XXX -1,787 Total adjustments to arrive at AUM -X,XXX -9,067 AUM XX,XXX 52,464

May 22, 2025  Page 5  Investment Portfolio, page 99  4. We note your disclosure related to your alternative investments throughout your Form 10-K, quarterly financial supplements and investor presentations and that you recognized $514 million of investment income from alternative investments in 2024 representing 19% of total interest and investment income. Please revise future filings to provide a quantitative breakdown of the investments that are considered to be alternative investments and the related amount of investment income recognized for each period presented. Please provide us your proposed disclosure. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to provide a quantitative breakdown of the investments that are considered to be  alternative investments and the related amount of investment income recognized for each period presented.  For the Staff’s reference, set forth below is a draft of the proposed revised disclosure that the Company  intends to include in future filings:

May 22, 2025  Page 6  5. Please revise future filings to disclose the investments that are in the funds withheld account as of each  period end presented. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to disclose the investments that are in the funds withheld account as of each period  end presented.  Investments - Fixed Maturity Securities Available-for-Sale, page 134  6. We note your disclosure that “realized gains and losses on sales of our fixed maturity securities are  determined on the first-in first-out cost basis.” Please tell us why you use the first-in first out basis to

May 22, 2025  Page 7  determine the cost basis of sold fixed maturity securities available-for-sale as compared to the specific  identification method. Tell us the nature of your investments in fixed maturity securities available-for-sale  that results in first-in first-out being appropriate.  We acknowledge the Staff’s comment and appreciate the opportunity to clarify our disclosure.  While our filing refers to the use of a “first-in first-out” methodology for determining the cost of  investments sold, we would like to clarify that this terminology was used as a descriptive label rather than  an election of a cost flow assumption in the manner typically associated with inventory accounting. Our  actual practice is to apply a consistent, traceable lot-level identification approach when disposing of  investments. In effect, our approach is a systematic and consistently applied method of specific  identification, where the earliest acquired lots are selected for disposal when a partial sale occurs. This  method allows us to maintain full traceability of each investment lot and supports our ability to accurately  track gains and losses in accordance with ASC 320 or ASC 321, as applicable.   To address this, we will revise the relevant disclosure in the Company’s annual report on Form 10-K to  describe our methodology as a form of specific identification. We believe this change will enhance clarity  and ensure our disclosures more accurately reflect our accounting policy and compliance with U.S. GAAP.  Funds Withheld Arrangements, page 142  7. Please revise future filings to disclose your accounting policies related to “Funds withheld for  reinsurance liabilities.” Specifically disclose what items are included in this line item presented in your  Consolidated Balance Sheets and how they are recognized and measured. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to disclose the items included in “Funds withheld for reinsurance liabilities” and  how they are recognized and measured.  Recognized Gains and (Losses), Net, page 166  8. It appears the “Realized (losses) gains on derivatives and embedded derivatives” line item in the table  on page 166 represents a sub-total for “Derivatives and embedded derivatives.” Please explain to us why  it is labeled as “Realized” when it appears to include both realized and unrealized amounts. Alternatively,  please revise the line item description, as appropriate, in future filings. In response to the Staff’s comment, the Company acknowledges the Staff’s request and confirms that it will  revise its future filings to revise the line item description to state “Net realized/ unrealized (losses) gains on  derivatives and embedded derivatives.”  Note D - Derivative Financial Instruments, page 168  9. We note your disclosure on page 82 that the compou