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
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.
FirstName LastNameChristopher Blunt Sincerely,
Comapany NameF&G Annuities & Life, Inc.
Division of
Corporation Finance
October 12, 2022 Page 2 Office of Finance
FirstName LastName