SecProbe.io

December 1, 2025
Conor Murphy
Chief Financial Officer
F&G Annuities & Life, Inc.
801 Grand Avenue
Des Moines, Iowa 50309
Re:F&G Annuities & Life, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-41490
Dear Conor Murphy :
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

fg-responselettertosecco

Alan A. Lanis, Jr.  direct dial: 310.442.8828  jrlanis@bakerlaw.com                August 8, 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  File No. 001-41490     Messrs. Volley and 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 July 11, 2025 (the “Comment Letter”), relating to the Company’s Form 10-K, filed with  the Commission on February 28, 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.  1. We note your response to prior comment 1. Please explain to us in detail what the MRB Discrete Asset  method is and why it is an appropriate methodology to amortize the deferred portion of the changes in fair  value of market risk benefits into adjusted net earnings.    The MRB Discrete Asset methodology is described in detail below, including illustrative calculations for two  consecutive periods. The methodology for amortizing the MRB Discrete Asset is the “constant level basis”  methodology as outlined in ASC 944-35-3A, introduced by the FASB in the “Long Duration Targeted  Improvements” (LDTI) standards, which were implemented for public-filing companies on 1/1/2023. This  methodology is used for amortizing DAC and DAC-like balances, including deferred sales inducements  (DSI) as prescribed in ASC 944-30-35-18. MRBs share key characteristics with sales inducements, including:  (i) being explicitly identified in the contract at issuance, (ii) representing incremental benefit compared to  similar contracts without the feature to attract and attain business, and (iii) being recognized as part of an  existing liability. Given these similarities, the MRB Discrete Asset is viewed analogously to a DSI and  therefore accounted for in a manner consistent with DSIs. It is an appropriate methodology for amortizing  the deferred portion of changes in the MRB fair value because this methodology recognizes the impact of  these deferrals over the same period that the MRB is accrued: from contract inception to contract termination.  This approach results in amortization that is tied to the MRB balance (via the MRB Discrete Asset), reduces  volatility, and provides better matching to the underlying assets that back these liabilities.

August 8, 2025  Page 2  Example    This example consists of 8 contracts and assumes initial premium for each contract was $100. All contracts contain a  feature that would generate a MRB calculation. Some contracts contain fees for the benefit, some contracts do not.    Time 0 (Contract Issue Date)        Contract ID  1. PV MRB  Benefits  2. PV MRB  Fees  3. MRB  Attributed Fee  Ratio  4. Initial MRB  Value  5. MRB  Discrete Asset  Deferral   A 6 8 0.75 0 0   B 6 0 1.00 6 6   C 5 7 0.71 0 0   D 5 4 1.00 1 1   E 3 6 0.50 0 0   F 3 0 1.00 3 3   G 2 3 0.67 0 0   H 2 0 1.00 2 2      Total 12 12   Definitions          1. PV MRB Benefits is the present value of the benefits associated with the MRB feature in the initial valuation  of the contract. In practice, this value is generated by an actuarial projection model. For this example, numbers  were assigned for illustrative purposes.    2. PV MRB Fees is the present value of the fees assessed against the contract for the MRB feature, determined  in the initial valuation of the contract. In practice, this value is generated by an actuarial projection model. For  this example, numbers were assigned for illustrative purposes. Values of zero were assigned for some contracts  to illustrate that some contracts do not have a specific fee that is charged for the MRB feature.    3. MRB Attributed Fee Ratio is a calculation that is performed at contract issuance and then locked-in for the  life of the contract. It is calculated as the ratio of PV MRB benefits to PV MRB fees (if any are present), and is  capped at 1 (100%).     4. Initial MRB Value is calculated as the PV of MRB benefits less the PV of MRB fees multiplied by the  Attributed Fee Ratio. If the fees are greater than the benefits, the initial value should be zero. If the fees are lower  than the benefits, then this will generate a liability.    5. MRB Discrete Asset Deferral is an intangible asset that is created to offset the Initial MRB Value. This ensures  there is not a day 1 recognition of a gain or loss. Please review the accompanying Comment Letter Response  No. 2 for further explanation of this deferral.  End of Year 1           This will show the methodology for amortizing the initial deferral determined at time 0. Yearly timesteps are used for  simplicity. At this point all contracts are still inforce and a projection would be run to determine the future expectation  for policy years inforce.

August 8, 2025  Page 3               Lives Inforce Projection Year                      Contract ID 1 2 3 4 5 6 7 8 9 10 Total  A 0.98 0.96 0.94 0.92 0.9 0.88 0.86 0.84 0.82 0 8.1  B 0.97 0.94 0.91 0.88 0.85 0.82 0.79 0.76 0 0 6.92  C 0.98 0.96 0.94 0.92 0.9 0.88 0.86 0.84 0 0 7.28  D 0.99 0.98 0.97 0.96 0.95 0 0 0 0 0 4.85  E 0.97 0.94 0.91 0.88 0.85 0.82 0.79 0.76 0.73 0 7.65  F 0.99 0.98 0.97 0.96 0.95 0 0 0 0 0 4.85  G 0.98 0.96 0.94 0.92 0 0 0 0 0 0 3.8  H 0.97 0.94 0.91 0.88 0.85 0 0 0 0 0 4.55            Cohort Total 48    The table above is an illustrative representation of an actuarial projection that would be used in this calculation. For  each contract a calculation is performed to determine the probability that the contract will be inforce at that time step.  For example, there is a 98% chance that contract A will be inforce at the end of the first projection year, and 2%  chance the contract will have terminated. These probabilities are summed for each contract, and summed across the  cohort of contracts to come up with a total projection of remaining years inforce for the block.             In practice the assumptions used at this step are the Company’s best estimate assumptions; the values above, however,  are merely illustrative.    In practice, these contracts would also be weighted by initial premium for the cohort level calculation, but in the  example the values are unweighted for simplicity.            Cohort Level Amortization    Calculation Component Value Explanation  Actual Contract Years Elapsed: 8  Each of the 8 contracts in this contract are still in force, so 8 policy  years elapsed during the period.  Projected Future Years Inforce: 48  This is based on the actuarial projection shown in the table above  for the entire cohort of contracts.  Total Years: 56 Sum of actual plus future expectation of years inforce.  MRB Discrete Asset Deferred: 12  This is the dollar amount of MRB Discrete Asset deferred in the  period.  Amortization Rate: 0.21  This is a representation of the dollars of MRB Discrete Asset that  should be amortized per elapsed contract year.  Current Period Amortization: 1.71  Since 8 contract years elapsed during the period, this is the actual  amortization for the period.  MRB Discrete Asset Balance  EOP: 10.29  Beginning balance, plus deferrals, less amortization    End of Year 2    For purposes of the example, assume now that Contract E has terminated during the second period. An updated  actuarial projection is run each period based on actual experience and any updates to assumptions that occurred during  the period. The table below will skip to the total for each contract.

August 8, 2025  Page 4  Contract ID Lives Inforce  A 7.28  B 6.16  C 6.44  D 3.9  E 0  F 3.7  G 2.88  H 3.7  Total 34.06    Again, values in the table above are merely illustrative. Assume that some changes to assumptions were made during  the period as well.    Calculation Component Value Explanation  Actual Contract Years Elapsed: 7 Contract E terminated, so 7 contract years elapsed during  the period.  Projected Future Years Inforce: 34.06 This is based on the actuarial projection shown in the table  above for the entire cohort of contracts.  Total Years: 41.06 Sum of actual plus future expectation of years inforce.  MRB Discrete Asset Beginning Balance: 10.29 This is the dollar amount of MRB Discrete Asset as of the  beginning of the period. No deferrals during this period.  Amortization Rate: 0.25 This is a representation of the dollars of MRB Discrete  Asset that should be amortized per elapsed contract year.  Current Period Amortization: 1.75 Since 7 contract years elapsed during the period, this is the  actual amortization for the period.  MRB Discrete Asset Balance EOP: 8.53 Beginning balance, plus deferrals, less amortization     In this part of the example, you can see that the amortization rate increased due to the decrease in projected current  and future policy years. However, since the years elapsed also decreased (due to the termination), there is a smaller  increase in the actual dollars of amortization recorded during the period. This methodology is consistent with the  constant level basis that is used for DAC, DSI, and other intangible balances for FIA contracts.    2. We note your response to prior comment 1. Please tell us how you considered whether recognizing the  deferred portion of the changes in fair value of market risk benefits into adjusted net earnings through the  MRB Discrete Asset amortization method was more appropriate than recognizing the deferred portion  through the recognition of the MRB attributed fees when earned and the GMxB benefits when contractually  due through US GAAP earnings which appears to be similar to options A and B discussed on page 5 of your  response. Clarify why the second method detailed above does not recognize the economic impact to the MRB  in adjusted net earnings which you appear to assert in your discussion of options A & B on page 5 of your  response.    As discussed in detail below, we carefully considered the appropriate method for recognizing the deferred portion of  changes in the fair value of market risk benefits (MRBs) in adjusted net earnings. We would like to clarify that our  intended meaning for the commentary on option A and B was that there was no reflection of those economic impacts  prior to benefits being paid. Meaning, there was no recognition of the economic impacts during the accrual period of  the MRB. Additional commentary addressing the appropriateness of our chosen methodology is included below.

August 8, 2025  Page 5  Examples    Below are two examples of MRB-related GAAP income. The purpose of these examples is to show how different  methods of non-GAAP adjustments would emerge under these scenarios. Example 1 is showing a scenario where the  MRB benefits paid are higher than the original expectation,and Example 2 is showing the reverse - MRB benefits that  are lower than the original expectation. These examples have three sections. The first section is showing the MRB- related Balance Sheet and Income Statement values for GAAP net income wihtout adjustments. The second and third  sections are showing a simplified MRB rollforward, and MRB discrete asset calculations. This information will allow  us to show how the MRB-related income/expenses would be recognized over the life of these examples under various  different non-GAAP adjustments. For the sake of simplicity, MRB AOCI movements are ignored for these examples.  After the example section each example is shown under 4 different non-GAAP adjustments that were discussed in our  previous response letter.    Example 1     GAAP Net Income Values      Simplified MRB Rollforward      MRB Discrete Asset Calculations

August 8, 2025  Page 6  Example 2    GAAP Net Income Values    Simplified MRB Rollforward      MRB Discrete Asset Calculations    The four sections below show non-GAAP earnings for the two examples above using four options for MRB  adjustments. Commentary follows each of the options.    Option A - Option A (as labeled in the prior response letter) that was considered was to completely remove the change  in MRB from earnings. If using this method it would also make sense to completely remove the discrete asset from  the income as well. Results and commentary are below.    Example 1  Example 2

August 8, 2025  Page 7  As the examples show, this method does not change the overall GAAP income number that is calculated by the end  of the example period. In both examples, though, the earnings shown on the adjusted basis are essentially the same  until benefits start actually being paid. This means that even though relevant economic impacts have occurred during  significant portions of the accrual period for the MRB, nothing is being reflected in the adjusted earnings presented to  users of the financial statements. This method is removing volatility, but it is not resulting in earnings that are reflecting  relevant economic impacts until years after they have occurred.    Option B - Option B was to remove the change in MRB and only show accruals due to collection of fees for the MRB.    Example 1      Example 2      Similar to Option A, this method does not change the overall GAAP income number that is calculated by the end of  the example period. And similar to option A, this removes the volatility shown in the early period before benefits have  stared to be paid. However, again, this method is not showing any impact from relevant economic changes to the  liabilities that have occurred until benefit payments are actually being paid out. In fact, this method actually delays  the knowledge of whether the MRB accruals are covering the liability until even later periods.    Option C - Option C that was considered involved removing only the changes in MRB due to risk free rate  movement.    Example 1  Example 2  This method is removing some volatility and is generally showing impacts on true economic changes earlier. With  this method it can generally be seen that “Example 1” will end up at a worse income position earlier in the projection.  With options A and B, there was very little difference between the examples in the early periods of the projection.  However, this method still results in very volatile earnings, with multiple swings in income of $50+ million from one  period to the next in both examples. Additionally, in this method the overall GAAP net income recognition is changing

August 8, 2025  Page 8  as well. This could result in differences in earnings simply due to risk free rate emergence, which is not truly an  economic impact.    Option D (FG ANE Method) - Option D is the method we have chosen for ANE, which is to defer changes in MRB  other than those due to attributed fees, benefit expenses, and MRB discrete asset, and amortizes those deferrals into  adjusted earnings over time.    Example 1    Example 2      This method removes the majority of the volatility associated with the MRB movements, with a much tighter range  of outcomes in the adjusted income. Additionally, as actual economic changes are happening that are affecting the  MRB balance, that impact is being reflected in the MRB-related net income within the MRB accrual period. There is  also no adjustment to the final net income that gets recognized through the end of the example period. Our view is  that this is a more useful set of information to provide the users of our financial statements, and that the methodology  is already closely tied to the MRB.    * * *  If Staff should have any questions or comments regarding this submission or response, please feel free to  contact me at (310) 442-8828. Thank you for your ongoing courtesy in this matter.    Sincerely,    /s/ Alan A. Lanis, Jr.  Ala

July 11, 2025
Conor Murphy
Chief Financial Officer
F&G Annuities & Life, Inc.
801 Grand Avenue
Des Moines, Iowa 50309
Re:F&G Annuities & Life, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Response dated July 7, 2025
File No. 001-41490
Dear Conor Murphy :
            We have reviewed your July 7, 2025 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in our June 20,
2025 letter.
Response dated July 7, 2025
Non-GAAP Financial Measures, page 87
1.We note your response to prior comment 1. Please explain to us in detail what the
MRB Discrete Asset method is and why it is an appropriate methodology to amortize
the deferred portion of the changes in fair value of market risk benefits into adjusted
net earnings.
We note your response to prior comment 1. Please tell us how you considered whether
recognizing the deferred portion of the changes in fair value of market risk benefits
into adjusted net earnings through the MRB Discrete Asset amortization method was
more appropriate than recognizing the deferred portion through the recognition of the
MRB attributed fees when earned and the GMxB benefits when contractually due
through US GAAP earnings which appears to be similar to options A and B discussed
on page 5 of your response. Clarify why the second method detailed above does not 2.

July 11, 2025
Page 2
recognize the economic impact to the MRB in adjusted net earnings which you appear
to assert in your discussion of options A & B on page 5 of your response.
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

fgseccommentresponse0620

Alan A. Lanis, Jr.  direct dial: 310.442.8828  jrlanis@bakerlaw.com                July 3, 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     Messrs. Volley and 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 June 20, 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  Non-GAAP Financial Measures, page 87  1. We note you disclose that you eliminate 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. Please address the following:    • Please quantify each component of this adjustment for 2024, 2023 and the quarter ended  March 31, 2025.

July 3, 2025  Page 2     Deferral Amortization  Adjustment to Net  Income  2023 (70,491,992) 45,672,248 (24,819,744)  2024 (163,250,008) 53,170,689 (110,079,319)  2025 Q1 81,282,583 13,140,942 94,423,525                    Note: Negative values are decreases to GAAP Income to arrive at ANE.    • Please explain to us why you believe this adjustment is needed to provide a useful  profitability measure for investors. Please discuss any asymmetrical or noneconomic  accounting that is being addressed by this adjustment and specifically tell us how the assets  that hedge this liability are accounted for. Specifically address how amortizing the amounts  over the life of the market risk benefit results in a useful measure.  The Company considered several options when determining a useful profitability measure  both internally and for investors.  The magnitude of assumptions and complexity of our  product mix ultimately resulted in the Company looking to align our ANE profitability  metric with that of the MRB Discrete Asset which is amortized into earnings over time.    The Market Risk Benefits recorded within the Company’s financial statements are  primarily made up of guaranteed minimum withdrawal benefits (GMWBs) and guaranteed  minimum death benefits (GMDBs) on FIA contracts.     GMWBs provide for guaranteed recurring withdrawals out of the contract for the life of  the policyholder. The policyholder has an option on when to begin the withdrawals. The  withdrawals are guaranteed to continue, even when the account value of the contract has  been exhausted.   GMDBs provide for a minimum benefit upon death. The majority of FIA contracts without  a GMDB will provide a death benefit that is simply equal to the account value. The GMDBs  present on these FIAs provide for a minimum death benefit that is greater than the account  value in most situations.  For both features the majority of the Company’s products charge an annual fee against the  account value that is designed to cover most or all of the expected benefits of these features.   The benefits that are designated as market risk benefits within these features are the  payments that are made above and beyond the payments supported by the account value.  The attributed fees (where applicable) are calculated as the proportion of future annual fees  for these features that are necessary to cover the market risk benefits. This proportion (or  ratio) is calculated at issue for each contract and locked in for the life of that contract. This  is referred to as the Attribute Fee Ratio.  To calculate the MRB the Company uses the income approach for fair value estimates  described in ASC 820-10-55-3F. At each valuation date the MRB fair value is equal to (i)

July 3, 2025  Page 3    the present value of the projected GMxB benefits, less (ii) the present value of (a) the  projected GMxB fees multiplied by (b) the Attributed Fee Ratio.  Quarterly Changes in MRB:    On a quarterly basis, the change in MRB includes impacts due to the following factors:  changes in our expectation of index credits for the current indexing period; changes in our  expectation of index credits for future indexing periods; changes in the present value of  both benefits and fees due to risk free rate changes; increases in the MRB due to the  collection of fees; changes in our expectation of policyholder behavior (both elective and  non-elective behavior); and actual policyholder behavior occurring during the period. This  list includes both economic and non-economic drivers of quarterly changes in MRB. It also  includes drivers that are hedged and drivers that are not hedged. The table below will  categorize these changes in MRB based on whether they are economic and whether they  are hedged.    Driver  Economic/ Non- economic Hedged Commentary  Current  Index  Period  Index  Credits  (Expected)  Economic Yes At the start of each indexing period  derivatives are purchased to hedge the index  credit due at the end of that period. The  changes in the fair value of these derivatives  are also removed from Adjusted Net  Earnings and replaced with the amortized  cost of the derivatives. The ultimate dollar  amount of market risk benefits that we are  required to pay is dependent on the index  credits the contract receives, so changes due  to this expectation are of an economic nature.   Future  Index  Period  Index  Credits  (Expected)  Economic No Future index credits are not hedged because  the terms of those index credits are variable  and are unknown until the start of each  indexing period. The ultimate dollar amount  of market risk benefits that we are required  to pay is dependent on the index credits the  contract receives, so changes due to this  expectation are of an economic nature.   Risk Free  Rate  Movement  (Actual)  Non- Economic  No The risk-free rate affects the discounting of  both the attributed fees and the benefits of  these features. However, investments  backing these features are made at contract  issuance and there is not significant  reinvestment risk. This is a non-economic

July 3, 2025  Page 4    change in the MRB, and the impact is a  primary source of volatility.   Collection  of Fees  (Actual)  Economic No The fees are economic as they are one of the  sources of earnings on these FIA contracts  with GMxBs. The fees are recognized in the  MRB in the same period that they are  collected from the contract, so the  accounting is consistent. This portion of the  change in MRB is not deferred within our  adjustment.  Current  Policyhold er Behavior  (Actual)  Economic No Actual policyholder behavior can affect the  ultimate amount of benefit we have to pay  under these features, so this change is of an  economic nature.  Future  Policyhold er Behavior  (Expected)  Economic No Expected future policyholder behavior can  affect the ultimate amount of benefit we have  to pay under these features, so this change is  of an economic nature.    Overall, the change in MRB is very volatile, with much of the volatility arising from the  first three items listed above, which are directly tied to market conditions. And for all of  the items listed above, the primary source of the impact are changes to cash flows that are  expected to occur in distant future periods. The Company’s position is that adjusting to  remove these items out of current period earnings results in more meaningful and useful  non-GAAP adjusted earnings. However, as the table shows, the majority of the items  affecting the MRB are economic in nature, and the majority of these items are not hedged  concurrently with the recognition of the expense within the change in MRB. The  Company’s position is that these economic impacts are relevant to the users of our financial  statements.    Given the positions outlined above:  i) an adjustment should be made to remove current period earnings volatility related  to distant future cash flows and market conditions; and   ii) economic impacts to the MRB should eventually be recognized within our non- GAAP adjusted earnings   The Company evaluated potential options for earnings adjustments that would be  compliant with Rule 100(b) of Regulation G. Below is a summary analysis of a few  options:

July 3, 2025  Page 5    Option Option Considered Company Rationale   A Completely remove the  change in MRB from  earnings    The Company determined that this would not reflect  appropriate accrual for future GMxB benefits that are  due to be paid in future periods – violating the second  position.    B Remove the change in  MRB and only show  accruals due to  collection of fees for  the MRB    The Company determined that this would show some  accrual for the liability, but would still not necessarily  cover the entire liability, and would potentially not  recognize significant variances from the original  expectation of the cost of the GMxBs – again violating  the second position.    C Allowing changes in  MRB to be reflected in  the current period, only  removing changes due  to risk free rate  movement    The Company determined that this reduced volatility,  but still showed enough volatility due to other drivers  of future benefit expectations that the adjusted earnings  metric was not useful to the readers of the financial  statements. This violated the first position.    D Remove the change in  MRB, outside of the  accruals due to  collection of fees,  using a deferral  concept, then amortize  the remaining changes  into earnings using the  same method as is used  in the MRB Discrete  Asset method at the  time of initial  measurement    This satisfies the first position by removing the drivers  of significant volatility from the current period.  This satisfies the second position by eventually  reflecting the impact of all MRB changes within the  adjusted earnings measure.  This method uses a recognition concept that is already  closely associated with changes in the MRB, as any  initial MRBs that start at a value other than zero get  offset by capitalization into the MRB Discrete Asset  and amortized into earnings over time. This same  concept is how the Company is treating the adjustment  – recognizing these impacts as new MRB to be  amortized into earnings over time.      • Please tell us how you considered whether the adjustment results in a misleading non- GAAP measure that violates Rule 100(b) of Regulation G. Refer to Question 100.04 of the

July 3, 2025  Page 6    Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for  guidance.  The Company has considered Rule 100(b) of Regulation G and specifically Question  100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial  Measures and does not believe our elimination of 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 causes the presentation of this non-GAAP measure to be  misleading.  Rather, The Company believes this adjustment provides further transparency  by excluding volatility caused by market conditions and distant future cash flows from  earnings.  In addition, our adjustment allows these economic impacts to be recognized  within our non-GAAP adjusted earnings over time which aligns with the method utilized  for the MRB Discrete Asset. Refer to commentary in explanation above for further detail.    Form 8-K Filed May 7, 2025  General  2. Your presentation of Adjusted Net Earnings – Management View on slide 5 appears to be a non- GAAP income statement. Please note that the presentation of a non-GAAP income statement may  place undue prominence on the non-GAAP information. Under Question 102.10(c) of the C&DI's  on Non-GAAP Financial Measures, a non-GAAP income statement is considered to be one that is  comprised of non-GAAP measures and includes all or most of the line items and subtotals found  in a GAAP income statement. Please confirm to us that you will not present a non-GAAP income  statement in future filings subject to Item 10(e)(1)(i) of Regulation SK.  In response to the Staff’s comment, the Company acknowledges the Staff’s request and will  remove the Adjusted Net Earnings – Management View from future filings.  * * *  If Staff should have any questions or comments regarding this submission or response,  please feel free to contact me at (310) 442-8828. Thank you for your ongoing courtesy in this  matter.    Sincerely,      Alan A. Lanis, Jr.  Partner

June 20, 2025
Conor Murphy
Chief Financial Officer
F&G Annuities & Life, Inc.
801 Grand Avenue
Des Moines, Iowa 50309
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
Dear Conor Murphy :
            We have reviewed your May 23, 2025 response to our comment letter 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 10-K for Fiscal Year Ended December 31, 2024
Non-GAAP Financial Measures, page 87
We note you disclose that you eliminate 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. Please address the following:
•Please quantify each component of this adjustment for 2024, 2023 and the quarter
ended March 31, 2025.
•Please explain to us why you believe this adjustment is needed to provide a useful
profitability measure for investors. Please discuss any asymmetrical or
noneconomic accounting that is being addressed by this adjustment and
specifically tell us how the assets that hedge this liability are accounted for.
Specifically address how amortizing the amounts over the life of the market risk
benefit results in a useful measure.
•Please tell us how you considered whether the adjustment results in a misleading
non-GAAP measure that violates Rule 100(b) of Regulation G.1.

June 20, 2025
Page 2

Refer to Question 100.04 of the Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures for guidance.
Form 8-K Filed May 7, 2025
General
2.Your presentation of Adjusted Net Earnings – Management View on slide 5 appears
to be a non-GAAP income statement. Please note that the presentation of a non-
GAAP income statement may place undue prominence on the non-GAAP
information. Under Question 102.10(c) of the C&DI's on Non-GAAP Financial
Measures, a non-GAAP income statement is considered to be one that is comprised of
non-GAAP measures and includes all or most of the line items and subtotals found in
a GAAP income statement. Please confirm to us that you will not present a non-
GAAP income statement in future filings subject to Item 10(e)(1)(i) of Regulation S-
K.
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

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

April 25, 2025
Conor Murphy
Chief Financial Officer
F&G Annuities & Life, Inc.
801 Grand Avenue
Des Moines, Iowa 50309
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
Dear Conor Murphy :
            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 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.
Non-GAAP Financial Measures, page 87
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. 2.

April 25, 2025
Page 2
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.
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.
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.
5.Please revise 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 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.
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.
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.
Note D - Derivative Financial Instruments, page 168
We note your disclosure on page 82 that the compound embedded derivatives related 9.

April 25, 2025
Page 3
to arrangements reinsuring indexed annuities products are reported in "Funds withheld
for reinsurance liabilities". Please tell us where these derivatives are presented in the
first table on page 168.  If material, please revise future filings to more clearly present
this information.
Note O - Insurance Subsidiary Financial Information and Regulatory Matters, page 196
10.For each material entity, please revise future filings to disclose the amount of statutory
capital and surplus necessary to satisfy regulatory requirements if significant in
relation to the entity’s statutory capital and surplus. Refer to ASC 944-505-50-1 for
guidance. Please provide us your proposed disclosure.
Form 8-K Filed February 20, 2025
Exhibit 99.3 F&G 2024 Winter Investor Presentation, page 41
11.We note in slide 41 that you present adjusted net earnings that includes an adjustment
related to alternative investment returns below your long-term expectations. We
further note that you discuss this measure in your fourth quarter 2024 earning call. In
your response letter dated October 26, 2022, you stated that you “... revised the
disclosures... to remove this adjustment from all non-GAAP financial measures” since
this adjustment results in a misleading non-GAAP measure that violates Rule 100(b)
of Regulation G. Please discontinue disclosing measures that contain this adjustment
in all future public communications whether written or oral or tell us how your current
presentation in your earnings release and discussion of this measure in your earnings
call complies with Regulation G.
            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

United States securities and exchange commission logo
December 6, 2023
Christopher O. Blunt
President & Chief Executive Officer
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, Iowa 50309
Re:F&G Annuities & Life, Inc.
Registration Statement on Form S-3
Filed December 1, 2023
File No. 333-275867
Dear Christopher O. Blunt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dwight S. Yoo

CORRESP
1
filename1.htm

Document

F&G Annuities & Life, Inc.

801 Grand Avenue, Suite 2600

Des Moines, Iowa 50309

December 5, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Robert Arzonetti

Re: F&G Annuities & Life, Inc.

 Registration Statement on Form S-3

 File No. 333-275867

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, F&G Annuities & Life, Inc., a Delaware corporation (the “Issuer”), and each of the guarantors set forth on the signature page hereto (together with the Issuer, the “Registrants”) respectfully request that the effective date of the Registration Statement on Form S-3 (File No. 333-275867), filed by the Registrants on December 1, 2023, be accelerated by the Securities and Exchange Commission to 4 p.m. Eastern Time, on December 7, 2023, or as soon thereafter as practicable.

The Registrants respectfully request that they be notified of such effectiveness by a telephone call to Dwight S. Yoo of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2573 and that such effectiveness also be confirmed in writing.

Very truly yours,

F&G ANNUITIES & LIFE, INC.

By: /s/ Jodi Ahlman

 Name: Jodi Ahlman

 Title: General Counsel & Secretary

GUARANTORS:

CF BERMUDA HOLDINGS LIMITED

FGL US HOLDINGS INC.

FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC.

FIDELITY & GUARANTY LIFE HOLDINGS, INC.

By: /s/ Jodi Ahlman

 Name: Jodi Ahlman

 Title: Senior Vice President, General Counsel & Secretary

cc: Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

[Signature Page to S-3 Acceleration Request]

CORRESP
1
filename1.htm

Document

F&G Annuities & Life, Inc.

801 Grand Avenue, Suite 2600

Des Moines, Iowa 50309

November 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Madeleine Mateo

Re: F&G Annuities & Life, Inc.

 Registration Statement on Form S-1

 File No. 333-275750

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, F&G Annuities & Life, Inc., a Delaware corporation (the “Issuer”), and each of the guarantors set forth on the signature page hereto (together with the Issuer, the “Registrants”), respectfully request that the effective date of the Registration Statement on Form S-1 (File No. 333-275750), filed by the Registrants on November 27, 2023, be accelerated by the Securities and Exchange Commission (the “Commission”) to 12 p.m. Eastern Time, on November 29, 2023, or as soon thereafter as practicable or at such later time as the Registrants may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

The Registrants respectfully request that they be notified of such effectiveness by a telephone call to Dwight S. Yoo of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2573 and that such effectiveness also be confirmed in writing.

Very truly yours,

F&G ANNUITIES & LIFE, INC.

By: /s/ Jodi Ahlman

 Name: Jodi Ahlman

 Title: General Counsel & Secretary

GUARANTORS:

CF BERMUDA HOLDINGS LIMITED

FGL US HOLDINGS INC.

FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC.

FIDELITY & GUARANTY LIFE HOLDINGS, INC.

By: /s/ Jodi Ahlman

 Name: Jodi Ahlman

 Title: Senior Vice President, General Counsel & Secretary

cc:

 Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

 Jeffrey J. Delaney, Pillsbury Winthrop Shaw Pittman LLP

 Stephanie J. Langan, Pillsbury Winthrop Shaw Pittman LLP

[Signature Page to S-1 Acceleration Request]

CORRESP
1
filename1.htm

Document

November 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Madeleine Mateo

Re: F&G Annuities & Life, Inc.

Registration Statement on Form S-1

File No. 333-275750

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters (the “Representatives”), hereby join F&G Annuities & Life, Inc. (the “Issuer”) and CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc. (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”) in requesting that the effective date of the Registration Statement on Form S-1 (File No. 333-275750), filed by the Registrants on November 27, 2023, be accelerated by the Securities and Exchange Commission (the “Commission”) so that the same will become effective on November 29, 2023 at 12 p.m. Eastern time, or as soon as practicable thereafter, or at such later time as the Registrants or their counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

Pursuant to Rule 460 under the Securities Act, we wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus described below as appears to be reasonable to secure adequate distribution of such preliminary prospectus.

Information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act:

(i)Date of the Preliminary Prospectus: November 27, 2023

(ii)Anticipated dates of distribution: November 27, 2023 to November 29, 2023

We, as the Representatives, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

WELLS FARGO SECURITIES, LLC

By: /s/ Carolyn Hurley

 Name:  Carolyn Hurley

 Title: Managing Director

BOFA SECURITIES, INC.

By: /s/ Elizabeth Grennon

 Name:  Elizabeth Grennon

 Title:  Managing Director

MORGAN STANLEY & CO. LLC

By: /s/ Erica Mui

 Name: Erica Mui

 Title: Managing Director

RBC CAPITAL MARKETS, LLC

By: /s/ John Greenspoon

 Name:  John Greenspoon

 Title:  Managing Director

UBS SECURITIES LLC

By: /s/ John Sciales

 Name: John Sciales

 Title: Director

By: /s/ Aaron Dupere

 Name: Aaron Dupere

 Title: Associate Director

cc: Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

 Jeffrey J. Delaney, Pillsbury Winthrop Shaw Pittman LLP

 Stephanie J. Langan, Pillsbury Winthrop Shaw Pittman LLP

[Signature Page to S-1 Acceleration Request]

United States securities and exchange commission logo
November 20, 2023
Jodi Ahlman
General Counsel & Secretary
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, IA 50309
Re:F&G Annuities & Life, Inc.
Draft Registration Statement on Form S-1
Submitted November 14, 2023
CIK No. 0001934850
Dear Jodi Ahlman:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dwight S. Yoo, Esq.

CORRESP
1
filename1.htm

Document

F&G ANNUITIES & LIFE, INC.

801 Grand Avenue, Suite 2600

Des Moines, IA 50309

August 17, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: F&G Annuities & Life, Inc.

 Registration Statement filed on Form S-4

 File No. 333-273890

 Filed August 10, 2023

Ladies and Gentlemen:

F&G Annuities & Life, Inc. (the “Company”), the primary obligor under its 7.400% Senior Notes due 2028 (the “Original Notes”), and each of the guarantors set forth on the signature page hereto (the “Guarantors” and, together with the Company, the “Registrants”), are registering an exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the position of the Staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). The Registrants represent as follows:

1.The Registrants have not entered into any arrangement or understanding with any person who will receive the Company’s 7.400% Senior Notes due 2028 in the Exchange Offer (the “Exchange Notes”) to distribute those securities following completion of the Exchange Offer. To the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and will not participate in the Exchange Offer with a view to distribute the Exchange Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and be identified as an underwriter in the prospectus.

2.The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3.The Registrants will include in the letter of transmittal to be executed by each person participating in the Exchange Offer (a) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (b) an acknowledgement for each person that is a broker-dealer exchanging Original Notes acquired for its own account as a result of market-making activities or other trading activities, that such person will satisfy any prospectus delivery requirements in connection with any resale of such Exchange Notes, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact me at (515) 330-3340 or Dwight S. Yoo, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, our legal counsel, at (212) 735-2573.

2

Very truly yours,

F&G ANNUITIES & LIFE, INC.

By:

 /s/ Jodi Ahlman

 Name:

 Jodi Ahlman

 Title:

 General Counsel & Secretary

GUARANTORS:

CF BERMUDA HOLDINGS LIMITED

FGL US HOLDINGS INC.

FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC.

FIDELITY & GUARANTY LIFE HOLDINGS, INC.

By:

 /s/ Jodi Ahlman

 Name:

 Jodi Ahlman

 Title:

 Senior Vice President, General Counsel & Secretary

cc: Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

[Signature Page to the Exxon Letter]

CORRESP
1
filename1.htm

Document

F&G Annuities & Life, Inc.

801 Grand Avenue, Suite 2600

Des Moines, Iowa 50309

August 17, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, DC 20549

Re:

 F&G Annuities & Life, Inc.

 Registration Statement on Form S-4

 File No. 333-273890

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, F&G Annuities & Life, Inc., a Delaware corporation (the “Issuer”), and each of the guarantors set forth on the signature page hereto (together with the Issuer, the “Registrants”), respectfully request that the effective date of the Registration Statement on Form S-4 (File No. 333-273890), filed by the Registrants on August 10, 2023, be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on August 21, 2023, or as soon thereafter as practicable.

The Registrants respectfully request that they be notified of such effectiveness by a telephone call to Dwight S. Yoo of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2573 and that such effectiveness also be confirmed in writing.

Very truly yours,

F&G ANNUITIES & LIFE, INC.

By:

 /s/ Jodi Ahlman

 Name:

 Jodi Ahlman

 Title:

 General Counsel & Secretary

GUARANTORS:

CF BERMUDA HOLDINGS LIMITED

FGL US HOLDINGS INC.

FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC.

FIDELITY & GUARANTY LIFE HOLDINGS, INC.

By:

 /s/ Jodi Ahlman

 Name:

 Jodi Ahlman

 Title:

 Senior Vice President, General Counsel & Secretary

cc:    Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

[Signature Page to S-4 Acceleration Request]

United States securities and exchange commission logo
August 17, 2023
Jodi Ahlman
Senior Vice President, General Counsel & Secretary
F&G Annuities & Life, Inc.
801 Grand Avenue,
Suite 2600,
Des Moines, Iowa 50309
Re:F&G Annuities & Life, Inc.
Registration Statement on Form S-4
Filed August 10, 2023
File No. 333-273890
Dear Jodi Ahlman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Dwight S. Yoo

CORRESP
1
filename1.htm

Document

F&G Annuities & Life, Inc.

801 Grand Avenue, Suite 2600

Des Moines, Iowa 50309

November 16, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Messrs. John Stickel and John Dana Brown

Re: F&G Annuities & Life, Inc.

Request for Acceleration of Effectiveness of

Registration Statement on Form 10 (File No. 001-41490)

Dear Messrs. Stickel and Brown:

Reference is made to the Registration Statement on Form 10 (File No. 001-41490) (as amended to date, the “Registration Statement”) filed by F&G Annuities & Life, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

Fidelity National Financial, Inc. (“FNF”) has set November 22, 2022 as the record date for the distribution of approximately fifteen percent (15%) of the shares of Company common stock (the “Shares”), which is expected to occur at 12:01 a.m. Eastern time on December 1, 2022.  FNF and the Company would like for the Shares to commence trading on the NYSE on a “when issued” basis as soon as practicable and potentially as early as November 21, 2022, one business day prior to the record date.  Accordingly, the Company hereby requests that the effectiveness of the Registration Statement be accelerated such that it be declared effective as of 12:00 p.m. Eastern time on November 18, 2022, or as soon thereafter as practicable, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

If you have any questions or require any additional information regarding this request, please contact Jon A. Hlafter of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2512. We request that we be notified of the effectiveness of the Registration

November 16, 2022

Page 2

Statement by a telephone call to Mr. Hlafter and that such effectiveness also be confirmed in writing to the address above.

Very truly yours,

F&G ANNUITIES & LIFE, INC.

By: /s/ Jodi Ahlman

Name: Jodi Ahlman

Title: General Counsel & Secretary

cc: Michael L. Gravelle (Fidelity National Financial, Inc.)

Jon A. Hlafter (Skadden, Arps, Slate, Meagher & Flom LLP)

2

CORRESP
1
filename1.htm

Document

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST

NEW YORK, NY 10001

____

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

              October 26, 2022

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

Via EDGAR

Mr. John Stickel

Mr. John Dana Brown

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:    F&G Annuities & Life, Inc.

Amendment No. 1 to Registration Statement on Form 10

Filed October 4, 2022

File No. 001-41490

Dear Messrs. Stickel and Brown:

On behalf of F&G Annuities & Life, Inc. (the “Company” or “SpinCo”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter to Christopher Blunt, dated October 12, 2022 (the “Comment Letter”), relating to the Company’s amended registration statement on Form 10 that was filed on October 4, 2022 (the “Registration Statement”).  To facilitate the Staff’s review, the headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter, and we have reproduced the text of the Staff’s comments in bold italics below.

Concurrently with the filing of this letter, the Company is publicly filing, via EDGAR submission, Amendment No. 2 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Information Statement.  The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein.  We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the October 4, 2022 filing to facilitate the Staff’s review.  References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 26, 2022

Page 2

Form 10-12B filed October 4, 2022

General

1.    Please file as exhibits the note purchase agreement with Kubera Insurance and your capital keep-well agreements with your reinsurance subsidiary F&G Cayman Re Ltd as referenced on page 8 or tell us why you believe they are not required. Refer to Item 601(b)(10) of Regulation S-K.

Response:  In response to the Staff’s comment, the Company has filed the note purchase agreement with Kubera Insurance and the capital keep-well agreements with F&G Cayman Re as Exhibits 10.22, 10.23 and 10.24, respectively, to Amendment No. 2 to the Registration Statement.

Adjusted Net Earnings Attributable to Common Shareholders, page 86

2.    Please refer to comment 4. Please also refer to comment 18 in our letter dated August 17, 2022. The adjustment for the impact of market volatility on the alternative asset portfolio that differs from management’s expectation of returns over the life of these assets substitutes an individually tailored recognition and measurement method for those of GAAP which results in a misleading non-GAAP measure that violates Rule 100(b) of Regulation G. Please remove this adjustment from your non-GAAP financial measures.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 85 of the Information Statement, including all other related areas of the Information Statement, to remove this adjustment from all non-GAAP financial measures.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 26, 2022

Page 3

***

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2512.

Sincerely,

/s/ Jon A. Hlafter

Jon A. Hlafter

Skadden, Arps, Slate, Meagher & Flom LLP

cc: Christopher Blunt, President and Chief Executive Officer, F&G Annuities & Life, Inc.

 Jodi Ahlman, Senior Vice President, General Counsel and Secretary,
F&G Annuities & Life, Inc.

 Todd E. Freed, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
October 12, 2022
Christopher Blunt
Chief Executive Officer
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, IA 50309
Re:F&G Annuities & Life, Inc.
Amendment No. 1 to Registration Statement on Form 10
Filed October 4, 2022
File No. 001-41490
Dear Christopher Blunt:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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.
Form 10-12B filed October 4, 2022
General
1.Please file as exhibits the note purchase agreement with Kubera Insurance and
your capital keep-well agreements with your reinsurance subsidiary F&G Cayman Re Ltd
as referenced on page 8 or tell us why you believe they are not required.  Refer to Item
601(b)(10) of Regulation S-K.
Adjusted Net Earnings Attributable to Common Shareholders, page 86
2.Please refer to comment 4.  Please also refer to comment 18 in our letter dated August 17,
2022.  The adjustment for the impact of market volatility on the alternative asset portfolio
that differs from management's expectation of returns over the life of these assets
substitutes an individually tailored recognition and measurement method for those of
GAAP which results in a misleading non-GAAP measure that violates Rule 100(b) of

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 October 12, 2022 Page 2
 FirstName LastName
Christopher Blunt
F&G Annuities & Life, Inc.
October 12, 2022
Page 2
Regulation G.  Please remove this adjustment from your non-GAAP financial measures.
            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.
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Document

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST

NEW YORK, NY 10001

____

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

              October 4, 2022

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

Via EDGAR

Mr. John Stickel

Mr. John Dana Brown

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:      F&G Annuities & Life, Inc.

Registration Statement on Form 10

Filed August 31, 2022

File No. 001-41490

Dear Messrs. Stickel and Brown:

On behalf of F&G Annuities & Life, Inc. (the “Company” or “SpinCo”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter to Christopher Blunt, dated September 22, 2022 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 that was filed on August 31, 2022 (the “Registration Statement”).  To facilitate the Staff’s review, the headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter, and we have reproduced the text of the Staff’s comments in bold italics below.

Concurrently with the filing of this letter, the Company is publicly filing, via EDGAR submission, Amendment No. 1 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Information Statement.  The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein.  We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the August 31, 2022 filing to facilitate the Staff’s review.  References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 2

Exhibit 99.1 Information Statement

Our amended and restated certificate of incorporation and bylaws will contain exclusive forum provisions, page 30

1.Please revise the heading and body of this risk factor to clarify that the exclusive forum provision is included in your bylaws and not the amended and restated certificate of incorporation.  In addition, we note that Article IX of your bylaws does not include the same information regarding the Securities Act and Exchange Act that is included in the information statement.  In this regard, we note that the information statement states the exclusive forum provision will not apply to actions brought under the Securities Act.  This suggests, as provided by Section 22 of the Securities Act, that federal and state courts will have concurrent jurisdiction over such claims.  However, Article IX states the federal courts shall be the sole and exclusive forum for the resolution of any complaint arising under the Securities Act.  If Article IX is accurate and will control, please revise your information statement disclosure as appropriate, including to describe Section 22 and to state that as a result there is uncertainty as to whether a court would enforce the exclusive forum provision.  Please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.  Further, please revise your bylaws to clearly state that the exclusive forum provision of Article IX does not apply to Exchange Act claims, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 29 and 30 of the Information Statement and revised Article IX of the Amended and Restated Bylaws filed as Exhibit 3.2 to the Registration Statement.

We Play in Large and Growing Markets, page 47

2.We note your response to comment 8.  Please briefly disclose here that you acquired  a 30% minority stake in Freedom Equity Group in October of 2021, and to the extent  material identify the cultural markets this NMG targets.  Consider also discussing here your plans to acquire an ownership stake in a second NMG that focuses on cultural markets by the end of 2022, as well as your plans to increase your ownership percentage in Freedom Equity Group by 2024.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 48 of the Information Statement.

Our Financial Goals, page 49

3.We note your response to comment 9 and reissue.  Please briefly discuss here the  anticipated timeframe for implementing your goal to diversify your sources of earnings into less capital-intensive adjacent products and services.  In this regard, consistent with your response discuss that over the next several months you will be completing a strategic review to determine additional products and services that could benefit from

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 3

your manufacturing capabilities and result in your earning fees from third parties that utilize such capabilities.  Also, please clarify what manufacturing capabilities you are referencing.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 49 of the Information Statement.

Adjusted Net Earnings Attributable to Common Shareholders, page 86

4.Please refer to comments 17, 18 and 21.  We continue to evaluate your responses and may have further comments.

Response:  The Company acknowledges the Staff’s comment #4 and awaits a further response from the Staff.

Return on Average Equity, page 88

5.Please refer to comment 20.  We note your disclosure on page 88 that average equity for the twelve months rolling is the average of five points throughout the period.  Please revise to disclose the five points in time used in each calculation and how the five points are used in determining  the twelve month rolling average.  Please provide us the details of your calculation of average equity for 2021 as an example.

Response:  In response to the Staff’s comment, the Company has revised the disclosures on pages 88 and 89 of the Information Statement to clarify that the calculation is a simple average and to add a footnote reference to all definitions that reference a five point average with the footnote being as follows:

“The calculation as of June 30, 2022, utilizes a 5 point simple average of the equity balances as of June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022 and June 30, 2022.  The calculations for the years ended December 31, 2021 and December 31, 2019, utilize a 5 point simple average of the equity balances as of the prior December 31, and the respective year equity balances as of March 31, June 30, September 30 and December 31. The calculation as of May 31, 2020, utilizes a 5 point simple average of the equity balances as of June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020 and May 31, 2020.  The calculation as of December 31, 2020, utilizes a 4 point simple average of the equity balances as of June 1, 2020, June 30, 2020, September 30, 2020, and December 31, 2020.”

The Company has also attached the details of its calculation of “Return on average equity and “Return on average equity, excluding AOCI” for 2021 as an example.

Net Investment Spread, page 89

6.Please refer to comment 4.  Please revise to present and reconcile Net Investment Spread with the most directly comparable financial measure calculated in accordance with US GAAP.  Please tell us how you determined that presenting Net Investment Spread without adjusting for the market volatility on alternative investments is not the most comparable US GAAP measure.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 4

Response:  In response to the Staff’s comment, the Company has further evaluated the Net Investment Spread and related metrics presented in the Information Statement, and has elected to remove these metrics from the Information Statement entirely.  The Company believes the remaining metrics presented in the Information Statement are the most appropriate for the users of the Information Statement to consider when evaluating the Company.

Note B – Restatement and Reclassification of Previously Issued Financial Statements, page F-23

7.Please refer to comment 24.  Please tell us the amount of the Actuarial System Conversion errors identified during 2021 and how they impacted the Fidelity National Financial, Inc. 2020 and 2021 financial statements.

Response:  In response to the Staff’s comment, during 2021 the Company identified a total of $26 million of errors (before tax considerations) during the execution of various internal controls associated with the Actuarial System Conversion. As part of the Company’s evaluation of these errors during 2021, it was determined that $25.1 million of the $26 million related to years prior to 2021. As it relates to the Fidelity National Financial, Inc. (“FNF”) 2021 financial statements, all of these errors were corrected by the filing of the FNF 2021 Form 10-K (including immaterial errors related to 2021).  As it relates to the FNF 2020 financial statements, these errors were evaluated both quantitatively and qualitatively and determined to be not material to the financial statements as a whole. See the table below for further details on the quantitative impact of these errors on the 2021 and 2020 financial statements (Note: The 2021 financial statement impacts are due to recording the correction of the 2020 and prior year impacts in the 2021 financial statements).

 2021  2020

In Millions Impact Balance % of Balance  Impact Balance % of Balance

Consolidated Balance Sheets

Other intangible assets, net —   2,557   0.00  %  (1)  2,264   -0.06  %

Total assets —   60,690   0.00  %  (1)  50,455   0.00  %

Contractholder funds —   35,525   0.00  %  24   28,718   -0.08  %

Total liabilities —   51,233   0.00  %  24   42,063   0.06  %

Total equity —   9,457   0.00  %  25   8,392   0.30  %

Consolidated Statements of Earnings

Benefits and other changes in policy reserves (24)  2,138   -1.11  %  (12)  866   -1.38  %

Depreciation and amortization (1)  645   -0.20  %  (1)  296   -0.45  %

Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates (25)  3,082   -0.81  %  (13)  1,784   -0.75  %

In regards to the Company’s qualitative evaluation, the Company was able to determine that the errors identified did not mask a change in the Company’s earnings trends, did not flip the Company’s earnings to a loss, do not impact future earnings, and do not impact

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 5

other key considerations (e.g., Debt Covenants, Regulatory Requirements, Management Compensation or Goodwill Impairment).

Legal and Regulatory Contingencies, page F-126

8.Please refer to comment 25.  If true, please revise your disclosure to clarify that reasonably possible losses for all pending legal proceedings are not material to your financial statements either individually or in the aggregate.  If not true, please revise to disclose the amount or range of reasonably possible losses.

Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it does not believe that any amounts in addition to the amounts accrued are considered material.  The Company has revised the following disclosure in Footnote F – Commitments and Contingencies of the unaudited Condensed Interim Financial Statements on page F-126 of the Information Statement to clarify that reasonably possible losses for all pending legal proceedings are not material to the Company’s financial statements either individually or in the aggregate:

“We do not consider (i) the amounts we have currently recorded for all legal proceedings in which it has been determined that a loss is both probable and reasonably estimable and (ii) reasonably possible losses for all pending legal proceedings to be material to our financial statements either individually or in the aggregate.”

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 6

***

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2512.

Sincerely,

/s/ Jon A. Hlafter

Jon A. Hlafter

Skadden, Arps, Slate, Meagher & Flom LLP

cc:       Christopher Blunt, President and Chief Executive Officer, F&G Annuities & Life, Inc.

Jodi Ahlman, Senior Vice President, General Counsel and Secretary,

F&G Annuities & Life, Inc.

Todd E. Freed, Skadden, Arps, Slate, Meagher & Flom LLP

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

October 4, 2022

Page 7

[Attachment]

F&G Summary Historical Consolidated Financial Information

Calculation of 2021 Return on average equity and return on average equity, excluding AOCI

Return on average equity 20.4  %

Return on average equity, excluding AOCI 25.9  %

YTD Net Earnings - December 31, 2021 865 (in millions) - Agrees to Statement of Earnings in Form 10

December 31, 2021   Agrees to Balance Sheet in Form 10    Agrees to Balance Sheet in Form 10

 5 Point Average  Dec-21 Sept-21 Jun-21 Mar-21 Dec-20

COMMON STOCK (960)   —   (4,800)  —   —   —

PREFERRED STOCK —    —   —   —   —   —

TREASURY STOCK —    —   —   —   —   —

APIC 2,745,592,013    2,749,908,234   2,747,827,726   2,745,768,614   2,743,516,553   2,740,938,939

RETAINED EARNINGS 590,084,704    1,001,584,170   880,286,863   507,570,690   424,909,928   136,071,870

AOCI 899,304,600    733,856,858   938,607,617   1,000,965,023   626,027,010   1,197,066,492

GAAP Total Equity 4,234,980,357    4,485,349,262   4,566,717,406   4,254,304,327   3,794,453,491   4,074,077,300

GAAP Total Equity 4,234,980,357    4,485,349,262   4,566,717,406   4,254,304,327   3,794,453,491   4,074,077,300

Subtract Preferred —

Subtract AOCI (899,304,600)   (733,856,858)  (938,607,617)  (1,000,965,023)  (626,027,010)  (1,197,066,492)

Average Equity exclud. 3,335,675,757    3,751,492,403   3,628,109,789   3,253,339,304   3,168,426,481   2,877,010,808

United States securities and exchange commission logo
September 22, 2022
Christopher Blunt
Chief Executive Officer
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, IA 50309
Re:F&G Annuities & Life, Inc.
Registration Statement on Form 10
Filed August 31, 2022
File No. 001-41490
Dear Mr. Blunt:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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
Our amended and restated certificate of incorporation and bylaws will contain exclusive forum
provisions , page 30
1.Please revise the heading and body of this risk factor to clarify that the exclusive forum
provision is included in your bylaws and not the amended and restated certificate of
incorporation.  In addition, we note that Article IX of your bylaws does not include the
same information regarding the Securities Act and Exchange Act that is included in the
information statement.  In this regard, we note that the information statement states the
exclusive forum provision will not apply to actions brought under the Securities Act.  This
suggests, as provided by Section 22 of the Securities Act, that federal and state courts will
have concurrent jurisdiction over such claims.  However, Article IX states the federal
courts shall be the sole and exclusive forum for the resolution of any complaint arising
under the Securities Act.  If Article IX is accurate and will control, please revise your

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 September 22, 2022 Page 2
 FirstName LastNameChristopher Blunt
F&G Annuities & Life, Inc.
September 22, 2022
Page 2
information statement disclosure as appropriate, including to describe Section 22 and to
state that as a result there is uncertainty as to whether a court would enforce the
exclusive forum provision.  Please also state that investors cannot waive compliance with
the federal securities laws and the rules and regulations thereunder.  Further, please revise
your bylaws to clearly state that the exclusive forum provision of Article IX does not
apply to Exchange Act claims, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Exchange Act.
We Play in Large and Growing Markets, page 47
2.We note your response to comment 8.  Please briefly disclose here that you acquired
a 30% minority stake in Freedom Equity Group in October of 2021, and to the extent
material identify the cultural markets this NMG targets.  Consider also discussing here
your plans to acquire an ownership stake in a second NMG that focuses on cultural
markets by the end of 2022, as well as your plans to increase your ownership percentage
in Freedom Equity Group by 2024.
Our Financial Goals, page 49
3.We note your response to comment 9 and reissue.  Please briefly discuss here the
anticipated timeframe for implementing your goal to diversify your sources of earnings
into less capital-intensive adjacent products and services.  In this regard, consistent with
your response discuss that over the next several months you will be completing a strategic
review to determine additional products and services that could benefit from your
manufacturing capabilities and result in the your earning fees from third parties that utilize
such capabilities.  Also, please clarify what manufacturing capabilities you are
referencing.
Adjusted Net Earnings Attributable to Common Shareholders, page 86
4.Please refer to comments 17, 18 and 21.  We continue to evaluate your responses and may
have further comments.
Return on Average Equity, page 88
5.Please refer to comment 20.  We note your disclosure on page 88 that average equity for
the twelve months rolling is the average of five points throughout the period.  Please
revise to disclose the five points in time used in each calculation and how the five points
are used in determining  the twelve month rolling average.  Please provide us the details of
your calculation of average equity for 2021 as an example.
Net Investment Spread, page 89
6.Please refer to comment 4.  Please revise to present and reconcile Net Investment Spread
with the most directly comparable financial measure calculated in accordance with US
GAAP.  Please tell us how you determined that presenting Net Investment Spread without

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 September 22, 2022 Page 3
 FirstName LastName
Christopher Blunt
F&G Annuities & Life, Inc.
September 22, 2022
Page 3
adjusting for the market volatility on alternative investments is not the most comparable
US GAAP measure.
Note B - Restatement and Reclassification of Previously Issued Financial Statements, page F-23
7.Please refer to comment 24.  Please tell us the amount of the Actuarial System Conversion
errors identified during 2021 and how they impacted the Fidelity National Financial, Inc.
2020 and 2021 financial statements.
Legal and Regulatory Contingencies, page F-126
8.Please refer to comment 25.  If true, please revise your disclosure to clarify that
reasonably possible losses for all pending legal proceedings are not material to your
financial statements either individually or in the aggregate.  If not true, please revise to
disclose the amount or range of reasonably possible losses.
            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.
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Document

Skadden, Arps, Slate, Meagher & Flom LLP

ONE MANHATTAN WEST

NEW YORK, NY 10001

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

 FIRM/AFFILIATE

OFFICES

-------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SĀO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

August 31, 2022

Via EDGAR

Mr. John Stickel

Mr. John Dana Brown

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re: F&G Annuities & Life, Inc.

 Draft Registration Statement on Form 10

 Filed July 20, 2022

 CIK No. 0001934850

Dear Messrs. Stickel and Brown:

On behalf of F&G Annuities & Life, Inc. (the “Company”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter to Christopher Blunt, dated August 17, 2022 (the “Comment Letter”), relating to the Company’s draft registration statement on Form 10 that was filed on July 20, 2022 (the “Registration Statement”).  To facilitate the Staff’s review, the headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter, and we have reproduced the text of the Staff’s comments in bold italics below.

Concurrently with the filing of this letter, the Company is publicly filing, via EDGAR submission, the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

August 31, 2022

Page 2

comments contained herein.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Information Statement.  The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein.  We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the July 20, 2022 filing to facilitate the Staff’s review.  References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

Exhibit 99.1 Information Statement

Information Statement Summary, page 1

1.    We note your disclosure that you now operate in and source significant premiums from five distinct channels, versus a single channel prior to the acquisition by FNF in June of 2020.  Consistent with your disclosure on page 80 and elsewhere, please briefly disclose here the three retail channels and two institutional channels that comprise the five channels to which you refer, or provide a cross-reference to such disclosure for added clarity.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 1 of the Information Statement to provide a cross-reference to the more detailed disclosure as follows: “For discussion of the five distinct channels, see ‘Business – We Play in Large and Growing Markets’ and ‘Business – Our Retail Distribution Channels’’ in this Information Statement.”

The Company has included a similar cross-reference in the “Business – Overview” section on page 45 of the Information Statement.

2.    Consistent with your disclosure on page 25, please expand this section to disclose that FNF may have interests which differ from other stockholders of F&G, and discuss the conflicts of interests that may arise from certain of your officers and directors also serving as officers and directors of FNF or holding equity interests in FNF.  Further, consistent with your disclosure on page 154, also discuss here that FNF will not have a duty to refrain from engaging in the same or similar activities or lines of business that F&G engages in, and, except as set forth in F&G’s charter, none of FNF and FNF’s officers and directors will be liable to F&G or its shareholders for any breach of any fiduciary duty due to any such activities of FNF.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 4 and 5 of the Information Statement.

3.    We note your disclosure on page 2 that FNF will retain control of F&G through an approximate 85% equity ownership stake.  Consistent with your disclosure on page 26, please briefly discuss here your status as a “controlled company” and that you plan to rely on the “controlled company” exemptions from certain corporate governance requirements.  Please also briefly summarize the potential conflicts of interest associated with having a controlling shareholder and the ability of FNF to control the outcome of matters put to a stockholder vote.  Consistent with your disclosure on pages 147 and F-69, also discuss here that an entity that is 50% owned by affiliates of FNF’s

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

August 31, 2022

Page 3

chairman serves as a sub-advisor and receives a fee in connection with your assets that are managed by BISGA.

Response:  In response to the Staff’s Comment, the Company has included additional disclosure on page 4 of the Information Statement to include a discussion of its status as a controlled company and that the Company intends to rely on the NYSE’s controlled company exemptions from certain corporate governance requirements.  The Company has also included additional disclosure on pages 5 and 164 of the Information Statement regarding MVB Management’s relationship with BISGA.

Overview, page 1

4.    We note that your disclosed non-GAAP measures (i.e., net investment spread and adjusted net earnings) are not accompanied by an equally prominent disclosure of the comparable GAAP measures.  This appears to cause your non-GAAP measures to be more prominent than the most directly comparable GAAP measures.  Please revise to present the most directly comparable GAAP measures with equal or greater prominence.  Please refer to Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for guidance.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 1 of the Information Statement to include and start with the most directly comparable GAAP measure to adjusted net earnings, as follows:  “… net earnings attributable to common shareholders was $466 million …”

The Company has revised the disclosure on page 45 of the Information Statement to include a similar update in the “Business – Overview” section.

The Company respectfully advises the Staff that it does not believe there is a comparable GAAP measure to net investment spread.

Risks Related to Economic Conditions and Market Conditions, page 14

5.    We note your disclosure on page 15 that high inflation rates are a headwind for the consumer and efforts by the Federal Reserve to stem inflation could induce a recession which would have an adverse impact on the consumer and potentially increase delinquencies to a higher level than what’s assumed in your underwriting, and your disclosure on page 17 that we are now experiencing a period of higher than normal inflation.  Please update these risk factors or include a new risk factor if recent inflationary pressures have materially impacted your operations.  In this regard, identify the types of inflationary pressures you are facing and how your business has been affected.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 15 of the Information Statement as follows:  “As of June 30, 2022, current economic conditions, including high inflation rates, have not adversely affected our business, results of operations and financial condition.”  See also “Risks Relating to Economic Conditions and Market Conditions — Interest rate fluctuations could adversely affect our business, financial condition, liquidity and results of operations.” in this Information Statement.”

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

August 31, 2022

Page 4

Interest rate fluctuations could adversely affect our business, financial condition, liquidity and results of operations, page 15

6.    Please expand your discussion of rising interest rates in the third and fourth paragraphs of this risk factor to specifically identify the actual impact of recent rate increases on your operations and how your business has been affected.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 17 of the Information Statement as follows: “As of June 30, 2022, current economic conditions, including higher interest rates, have not adversely affected our business, results of operations and financial condition.  Higher interest rates have decreased the fair value of our investment security portfolio as of June 30, 2022, primarily our fixed maturity securities, resulting in our AOCI being a loss of $2.1 billion compared to income of $0.7 billion as of December 31, 2021.  See ‘Quantitative and Qualitative Disclosure about Market Risk’ in this Information Statement for a more detailed discussion of interest rate risk.”

F&G’s amended and restated certificate of incorporation and bylaws will contain exclusive forum provisions, page 28

7.    We note that your risk factor discusses the additional costs you could incur associated with resolving matters in other jurisdictions.  Please also describe the risk that the exclusive forum provision may increase the costs for shareholders to bring a claim.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 30 of the Information Statement.

We Play in Large and Growing Markets, page 46

8.    We note your disclosure that you purchased a minority ownership stake in a nearly 4,000 agent strong NMG that focuses on cultural markets.  Please briefly discuss when you made the purchase, what ownership percentage you retain, and the cultural markets on which the NMG focuses.

Response:  The Company respectfully advises the Staff that the Company publicly disclosed its acquisition of a 30% minority stake in this NMG in October of 2021.  The Company is planning to increase its ownership stake in this NMG to a majority ownership stake in 2024.  The cultural markets this NMG targets includes Mexican-American, Hmong, Laotian, Filipino, Burmese, Congolese-American, Samoan, African-American, Thai and Vietnamese.  The Company is currently in negotiations to acquire an ownership stake in a second NMG that focuses on the Korean, African-American and Armenian cultural markets by the end of 2022.

Our Financial Goals, page 48

9.    We note that over time you plan to use reinsurance to further diversify your sources of earnings into less capital-intensive adjacent products and services.  Please briefly discuss the anticipated timeframe for implementing such goals and the adjacent products and service with which you hope to diversify.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

August 31, 2022

Page 5

Response:  The Company currently utilizes reinsurance to cede 50% of the MYGA premiums, which amounted to approximately $869 million in 2021 and $780 million through June 30, 2022.  The reinsurer pays the Company an up-front fee on the premium as well as an ongoing annual fee for generating the business.  The strength of our distribution partner relationships allows the Company to continue to achieve double digit sales growth and to retain the higher margin business such as FIA and middle market cultural life insurance while diversifying sources of margin to add fee income through reinsurance.

The Company’s  plan is to continue AUM and profitable growth by using the retained sales as a lever for capital efficient diversified margins.  Over the next several months, the Company will be completing a strategic review to determine additional products and services that could benefit from the Company’s manufacturing capabilities and result in the Company earning fees from third parties that utilize the Company’s capabilities.

The Products We Offer, page 48

10.    Please revise to discuss the timing of customer payments for each product, if different.  For example, discuss if the customer makes a single upfront payment, periodic payments over a fixed period, periodic payments for life, etc.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 50-54 of the Information Statement to include the timing of the deposits or premiums for each product description.

Pension Risk Transfer, page 50

11.    Please revise to provide additional information describing the key characteristic of a pension risk transfer transaction including how they are structured.  For example, clarify if the pension plan sponsor makes a payment upfront or over time to be discharged from their liability, clarify the types of insurance products you issue and how they are different from other products you provide and clarify your rights and obligations.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Information Statement in order to describe the key characteristics of a pension risk transfer transaction, including how such a transaction is structured.

Funding Agreements, page 51

12.    Please revise to provide additional information describing the key characteristics of a funding agreement.  For example, describe spread lending, the structure of a funding agreement backed note and any key differences between a FABN and funding agreements through the FHLB.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Information Statement in order to describe the key characteristics of a funding agreement.

Mr. John Stickel

Mr. John Dana Brown

U.S. Securities and Exchange Commission

August 31, 2022

Page 6

Our Investment Management Governance and Approach, page 53

13.    Please disclose the material terms of your investment management agreements with BISGA, including the compensation structure with and historical fees paid to the investment manager, any minimum amount of assets required to be covered under the agreement, and term and termination provisions.

Response:  In response to the Staff’s comment, the Company has included additional disclosure on pages 55 and 56 of the Information Statement disclosing the material terms of the Company’s investment management agreements with BISGA, including the compensation structure with and historical fees paid to BISGA, any minimum amount of assets required to be covered under those agreements and term and termination provisions.

Non-GAAP Measures, page 70

14.    We note the presentation of “Notable items included in adjusted earnings” in the table on page 71 and the general description on page 83. Please revise to provide quantitative detail of all significant items included in this disclosure for each period presented.  Additionally, please tell us why this disclosure is meaningful without related discussion and analysis of the amounts or linked to the discussion and analysis of adjusted net earnings on page 93.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page 74 of the Information Statement by cross-referencing from the “Summary historical consolidated financial and operating data” table to the related discussion in the “Management’s Discussion and Analysis” section on pages 97 and 106 of the Information Statement as follows: “For discussion and analysis of notable items for each period, see ‘Management’s Discussion and Analysis of Financial Condition and Resul

United States securities and exchange commission logo
August 17, 2022
Christopher Blunt
Chief Executive Officer
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, IA 50309
Re:F&G Annuities & Life, Inc.
Draft Registration Statement on Form 10
Filed July 20, 2022
CIK No. 0001934850
Dear Mr. Blunt:
            We have reviewed your filing and 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 business days by providing the requested
information or advise 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
Information Statement Summary, page 1
1.We note your disclosure that you now operate in and source significant premiums from
five distinct channels, versus a single channel prior to the acquisition by FNF in June of
2020.  Consistent with your disclosure on page 80 and elsewhere, please briefly disclose
here the three retail channels and two institutional channels that comprise the five
channels to which you refer, or provide a cross-reference to such disclosure for added
clarity.
2.Consistent with your disclosure on page 25, please expand this section to disclose that
FNF may have interests which differ from other stockholders of F&G, and discuss the
conflicts of interests that may arise from certain of your officers and directors also serving
as officers and directors of FNF or holding equity interests in FNF.  Further, consistent
with your disclosure on page 154, also discuss here that FNF will not have a duty to

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 August 17, 2022 Page 2
 FirstName LastName
Christopher Blunt
F&G Annuities & Life, Inc.
August 17, 2022
Page 2
refrain from engaging in the same or similar activities or lines of business that F&G
engages in, and, except as set forth in F&G’s charter, none of FNF and FNF’s officers and
directors will be liable to F&G or its shareholders for any breach of any fiduciary duty due
to any such activities of FNF.
3.We note your disclosure on page 2 that FNF will retain control of F&G through an
approximate 85% equity ownership stake.  Consistent with your disclosure on page 26,
please briefly discuss here your status as a “controlled company” and that you plan to rely
on the “controlled company” exemptions from certain corporate governance
requirements.  Please also briefly summarize the potential conflicts of interest
associated with having a controlling shareholder and the ability of FNF to control the
outcome of matters put to a stockholder vote.  Consistent with your disclosure on pages
147 and F-69, also discuss here that an entity that is 50% owned by affiliates of FNF's
chairman serves as a sub-advisor and receives a fee in connection with your assets that are
managed by BISGA.
Overview, page 1
4.We note that your disclosed non-GAAP measures (i.e. net investment spread and adjusted
net earnings) are not accompanied by an equally prominent disclosure of the comparable
GAAP measures.  This appears to cause your non-GAAP measures to be more prominent
than the most directly comparable GAAP measures.  Please revise to present the most
directly comparable GAAP measures with equal or greater prominence. Please refer to
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures for guidance.
Risks Related to Economic Conditions and Market Conditions, page 14
5.We note your disclosure on page 15 that high inflation rates are a headwind for the
consumer and efforts by the Federal Reserve to stem inflation could induce a recession
which would have an adverse impact on the consumer and potentially increase
delinquencies to a higher level than what’s assumed in your underwriting, and your
disclosure on page 17 that we are now experiencing a period of higher than normal
inflation.  Please update these risk factors or include a new risk factor if recent
inflationary pressures have materially impacted your operations.  In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
Interest rate fluctuations could adversely affect our business, financial condition, liquidity and
results of operations, page 15
6.Please expand your discussion of rising interest rates in the third and fourth paragraphs of
this risk factor to specifically identify the actual impact of recent rate increases on your
operations and how your business has been affected.

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 August 17, 2022 Page 3
 FirstName LastName
Christopher Blunt
F&G Annuities & Life, Inc.
August 17, 2022
Page 3
F&G's amended and restated certificate of incorporation and bylaws will contain exclusive
forum provisions, page 28
7.We note that your risk factor discusses the additional costs you could incur
associated with resolving matters in other jurisdictions.  Please also describe the risk that
the exclusive forum provision may increase the costs for shareholders to bring a claim.
We Play in Large and Growing Markets, page 46
8.We note your disclosure that you purchased a minority ownership stake in a nearly 4,000
agent strong NMG that focuses on cultural markets.  Please briefly discuss when you
made the purchase, what ownership percentage you retain, and the cultural markets
on which the NMG focuses.
Our Financial Goals, page 48
9.We note that over time you plan to use reinsurance to further diversify your sources of
earnings into less capital-intensive adjacent products and services.  Please briefly discuss
the anticipated timeframe for implementing such goals and the adjacent products and
service with which you hope to diversify.
The Products We Offer, page 48
10.Please revise to discuss the timing of customer payments for each product, if different.
For example, discuss if the customer makes a single upfront payment, periodic payments
over a fixed period, periodic payments for life, etc.
Pension Risk Transfer, page 50
11.Please revise to provide additional information describing the key characteristic of a
pension risk transfer transaction including how they are structured.  For example, clarify if
the pension plan sponsor makes a payment upfront or over time to be discharged from
their liability, clarify the types of insurance products you issue and how they are different
from other products you provide and clarify your rights and obligations.
Funding Agreements, page 51
12.Please revise to provide additional information describing the key characteristics of a
funding agreement.  For example, describe spread lending, the structure of a funding
agreement backed note and any key differences between a FABN and funding agreements
through the FHLB.
Our Investment Management Governance and Approach, page 53
13.Please disclose the material terms of your investment management agreements with
BISGA, including the compensation structure with and historical fees paid to the
investment manager, any minimum amount of assets required to be covered under the

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 August 17, 2022 Page 4
 FirstName LastNameChristopher Blunt
F&G Annuities & Life, Inc.
August 17, 2022
Page 4
agreement, and term and termination provisions.
Non-GAAP Measures, page 70
14.We note the presentation of “Notable items included in adjusted earnings” in the table on
page 71 and the general description on page 83.  Please revise to provide quantitative
detail of all significant items included in this disclosure for each period presented.
Additionally, please tell us why this disclosure is meaningful without related discussion
and analysis of the amounts or linked to the discussion and analysis of adjusted net
earnings on page 93.
15.Please revise to disclose the calculation of the “Debt-to-Capital ratio”.
Summary Historical Consolidated Financial Information, page 70
16.Please tell us and revise to clarify where single premium immediate annuity ("SPIA")
sales are included in the table on page 73 and quantify the amount, if material.
Adjusted Net Earnings Attributable to Common Shareholders, page 82
17.Please provide us the calculation for the impact of market volatility on the alternative
asset portfolio that differ from management's expectation of returns over the life of these
assets for each period presented and explain how each key input is determined.
18.Please tell us how you considered whether the adjustment for the impact of market
volatility on the alternative asset portfolio that differ from management's expectation of
returns over the life of these assets substitutes an individually tailored recognition and
measurement method for those of GAAP which results in a misleading non-GAAP
measure that violates Rule 100(b) of Regulation G.  Please refer to Question 100.04 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for
guidance.
19.We note your disclosure that adjustments to adjusted net earnings are net of the
corresponding impact on amortization of intangibles, as appropriate.  Please revise to
show the impact on amortization of intangibles as a separate adjustment with appropriate
explanation.
Return on Average Equity, page 84
20.Please revise to disclose the rationale behind using 5 points throughout the period to
calculate average equity.
Adjusted Net Earnings, page 93
21.Please revise to provide quantitative detail of all significant items included in the
“recognized (gains) and losses, net” adjustment for each period presented.
22.Please revise to provide quantitative detail of all significant items included in the

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 August 17, 2022 Page 5
 FirstName LastNameChristopher Blunt
F&G Annuities & Life, Inc.
August 17, 2022
Page 5
“transaction costs and other non-recurring items” adjustment for each period presented
and to the extent necessary fully explain why the adjustments are relevant.
Liquidity and Capital Resources, page 104
23.We note your disclosure on pages 7 and F-58 related to maintaining minimum ratings and
the potential impact of a ratings downgrade including requiring F&G to collateralize
reserves, balances or obligations under reinsurance and derivatives agreements.  Please
revise to disclose the minimum ratings required and the incremental collateral
requirements resulting from a potential credit rating downgrade.
Note B - Restatement and Reclassification of Previously Issued Financial Statements, page F-23
24.We note your disclosure that you identified certain errors to previously issued
consolidated financial statements of the Predecessor for the year ended December 31,
2019 that were material.  Please tell us all the facts and circumstances related to the
identification and correction of the errors including what filings, if any, filed by Fidelity
National Financial, Inc. included financial statements with errors.  Additionally, please tell
us how you considered if the errors were material to these financial statements and
whether restatements and amendments were warranted.  Please provide us any materiality
analysis performed including how you considered the guidance in SAB Topic 1M in
making your determinations.
Legal and Regulatory Contingencies, page F-60
25.We note your disclosure related to the materiality of your legal contingencies.  In
accordance with ASC 450-20-50, please revise to disclose the following information for
your legal contingencies in the aggregate or individually:

•The amount or range of reasonably possible losses in addition to amounts accrued;
•That reasonably possible losses cannot be estimated; or
•That any reasonably possible losses in addition to the amounts accrued are not
material to your financial statements.
            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.

 FirstName LastNameChristopher Blunt
 Comapany NameF&G Annuities & Life, Inc.
 August 17, 2022 Page 6
 FirstName LastName
Christopher Blunt
F&G Annuities & Life, Inc.
August 17, 2022
Page 6
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance