F&G Annuities & Life, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although the Company’s management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's management, under the supervision of and with the participation of the CEO and CFO, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 based on criteria for effective control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on this assessment the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2023 in accordance with the COSO criteria. The Company's independent registered public 208 accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting, which is included herein. Changes in Internal Control Over Financial Reporting An evaluation was performed under the supervision of the Company's management, including the CEO and CFO, of whether any change in the Company's internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2023. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that no change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Limitations on the Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Item 9B. Other Information Refer to Note A - Business and Summary of Significant Accounting Policies, Recent Developments for a discussion of subsequent events. Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections Not applicable. 209 Part III Items 10-14 Within 120 days after the close of our fiscal year, we intend to file with the Securities and Exchange Commission the matters required by these items. 210 Part IV Item 15. Exhibits, Financial Statement Schedules List of Documents Filed 1) Financial Statements See Index to Consolidated Financial Statements on Page 101 included in Item. 8 of Part II in this Annual Report on Form 10-K. 2) Financial Statement Schedules Schedule I - Summary of Investments - Other than Investments in Related Parties Schedule II - Condensed Financial Information of Parent Only Schedule III - Supplementary Insurance Information Schedule IV - Reinsurance All other schedules have been omitted since they are either not applicable or the information is contained within the accompanying consolidated financial statements. List of Exhibits The following is a list of exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K. Exhibit No. Description of Exhibits 2.1 Separation and Distribution Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 3.1 Amended and Restated Certificate of Incorporation of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 3.2 Amended and Restated Bylaws of F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 4.1 Certificate of Designations of the Company designating the 6.875% Series A Mandatory Convertible Preferred Stock, dated as of January 12, 2024 ( incorporated by reference to Exhibit No. 5.1 to the Com pany ’ s Current Report on Form 8-K , filed with the Commission on January 16, 2024). 4.2 Third Supplemental Indenture relating to the 7.950% Senior Notes due 2053, dated as of December 6, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on December 6, 2023) . 4.3 Form of 7.950% Senior Notes due 2053 (included in Exhibit 4.1) incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 6, 2023) . 4.4 Indenture , dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 211 4.5 First Supplemental Indenture relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to Exhibit No. 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 4.6 Form of 7.400% Senior Notes due 2028 (incorporated by reference to Exhibit No. 4.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 4.7 Indenture, dated as of April 20, 2018, among Fidelity Guaranty & Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, including the form of 5.50% Note due 2025 (incorporated by reference to Exhibit No. 4.1 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.8 First Supplemental Indenture, dated as of April 20, 2018, among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.2 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.9 Second Supplemental Indenture, dated as of June 1, 2020, among Fidelity National Financial, Inc., Fidelity & Guaranty Life Holdings, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit No. 4.3 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.10 Officer’s Certificate of Fidelity & Guaranty Life Holdings, Inc., dated April 13, 2021 (incorporated by reference to Exhibit No. 4.4 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 4.11* Description of Capital Stock. 10.1 Tax Sharing Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.2 Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.3 Reverse Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.4 † Employment Agreement, dated as of February 6, 2019, by and between FGL Holdings and Christopher Blunt (incorporated by reference to Exhibit No. 10.4 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.5 † Employment Agreement, dated as of November 11, 2019, by and between FGL Holdings and John Fleurant (incorporated by reference to Exhibit No. 10.5 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.6 † Employment Agreement, dated November 14, 2013, by and between Fidelity & Guaranty Life Business Services, Inc. and Wendy J.B. Young (incorporated by reference to Exhibit No. 10.6 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.7 † Assignment of Employment Agreements, dated as of February 7, 2020, by and between FGL Holdings and F II Corp., and acknowledged and agreed to by Christopher Blunt, Jonathan Bayer and John Fleurant (incorporated by reference to Exhibit No. 10.7 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.8 † F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit No. 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.9 † F&G Annuities & Life, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit No. 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 10.10† F&G Annuities & Life, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on December 1, 2022). 212 10.11 Amended and Restated Omnibus Investment Management Agreement Termination Side Letter, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.10 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.12 Amended and Restated Sub-Manager Fee Agreement, dated as of June 1, 2020, by and among FGL Holdings, Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.11 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.13 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between FGL US Holdings Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.12 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.14 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity & Guaranty Life Holdings, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.13 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.15 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between F&G Life Re Ltd (f/k/a F&G Re Ltd) and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.14 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.16 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between CF Bermuda Holdings Limited and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.15 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.17 Second Amended and Restated Investment Management Agreement, dated as of June 1, 2020, by and between Fidelity and Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.16 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.18 Investment Management Agreement, dated as of December 16, 2020, by and between F&G Cayman Re Ltd. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.18 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.19 Investment Management Agreement, dated as of January 4, 2021, by and between F&G Annuities & Life, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.19 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.20 Investment Management Agreement, dated as of July 29, 2021, by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.20 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.21 Amended and Restated Amendment to Investment Management Agreements; IMA Omnibus Termination Side Letter; SMA Fee Agreement and Participation Fee Agreement, dated September 24, 2021, by and among F&G Life & Annuities, Inc., Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit No. 10.21 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.22 Note Purchase Agreement, dated as of December 20, 2021, between Kubera Insurance (SAC) Ltd. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit No. 10.22 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.23 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.23 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.24 Keepwell Agreement, dated December 17, 2020, between F&G Annuities & Life, Inc. and F&G Cayman Re Ltd. (incorporated by reference to Exhibit No. 10.24 to the Company’s Amendment No. 3 to Form 10, filed with the Commission on November 10, 2022). 10.25 † Retention Agreement between Fidelity & Guaranty Life Business Services, Inc. and John Currier dated February 16, 2023 (incorporated by reference to Exhibit No. 10.1 to the Company's Current Report on Form 8-K, filed with the Commission on February 21, 2023). 213 10.26 Amended and Restated Credit Agreement, dated as of February 16, 2024, by and among F&G Annuities & Life, Inc., a Delaware corporation, as the borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 16, 2024). 10.27 Registration Rights Agreement relating to the 7.400% Senior Notes due 2028, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2023). 10.28 Amendment to the Amended and Restated Investment Management Agreements; IMA Omnibus Termination Side Letter and Existing SMA Fee Agreement, dated as of March 10, 2023, by and among F&G Annuities & Life Inc., Blackstone ISG-I Advisors L.L.C. and Fidelity National Financial, Inc. (incorporated by reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 10, 2023). 10.29 L etter regarding Black ston e Participat ion Fee in Respe ct of New Business, dated as of March 10, 2023, by and between F&G Annuities & Lif e Inc., and Bil Car, LLC (inc orporated by reference to Exhibit No. 10.2 to the Company Current Report on Form 8-K, filed with the Commission on March 10, 2023). 10.30* † Form of Notice of F&G Restricted Stock Grant dated November 15, 2023 under F&G 2022 Omnibus Incentive Plan . 21.1* List of Subsidiaries. 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 24* Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K and incorporated by reference herein). 31.1* Certification of Chief Executive Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer, pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 * † F&G Annuities & Life, Inc. Incentive-Based Compensation Recovery Policy. 101* The following financial information from the Company’s Annual Report on Form 10-K for the twelve-month period ended December 31, 2023 is formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes to these consolidated financial statements, and (vii) the Cover Page to the Company’s Annual Report on Form 10-K. 104* The cover page from the Company’s Annual Report on Form 10-K for the twelve-month period ended December 31, 2023 is formatted in Inline XBRL (Extensible Business Reporting Language) and contained in Exhibit 101. * Filed herewith. † Indicates management contract or compensatory plan or agreement. Item 16. Form 10-K Summary None. 214 Signatures Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. F&G Annuities & Life, Inc. (Registrant) Date: February 29, 2024 By: /s/ Wendy J.B. Young Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) POWERS OF ATTORNEY KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Christopher O. Blunt and Wendy J.B. Young, and each of them, acting individually, as his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated Signature Title Date /s/ Christopher O. Blunt Director, President and Chief Executive Officer February 29, 2024 Christopher O. Blunt (Principal Executive Officer) /s/ Wendy J.B. Young Chief Financial Officer February 29, 2024 Wendy JB Young (Principal Financial and Accounting Officer) /s/ William P. Foley, II Director and Executive Chairman of the Board February 29, 2024 William P. Foley, II /s/ Douglas K. Ammerman Director February 29, 2024 Douglas K. Ammerman /s/ Celina J. Wang Doka Director February 29, 2024 Celina Wang Doka /s/ Douglas Martinez Director February 29, 2024 Douglas Martinez /s/ Michael J. Nolan Director February 29, 2024 Michael J. Nolan /s/ Raymond R. Quirk Director February 29, 2024 Raymond R. Quirk /s/ John D. Rood Director February 29, 2024 John D. Rood 215 Schedule I F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES December 31, 2023 (In millions) Amortized Cost Fair Value Amount Shown on Consolidated Balance Sheet Fixed maturity securities, available for sale: United States Government full faith and credit $ 258 $ 261 $ 261 United States Government sponsored entities 34 31 31 United States municipalities, states and territories 1,776 1,567 1,567 Foreign Governments 263 226 226 Corporate securities: Finance, insurance and real estate 7,526 6,895 6,895 Manufacturing, construction and mining 1,077 947 947 Utilities, energy and related sectors 2,825 2,374 2,374 Wholesale/retail trade 2,799 2,433 2,433 Services, media and other 4,553 3,930 3,930 Hybrid securities 668 618 618 Non-agency residential mortgage-backed securities 2,467 2,393 2,393 Commercial mortgage-backed securities 4,732 4,410 4,410 Asset-backed securities 9,273 8,929 8,929 CLO securities 5,350 5,405 5,405 Total fixed maturity securities, available for sale $ 43,601 $ 40,419 $ 40,419 Equity securities 682 606 606 Limited partnerships: Private equity 1,277 1,277 1,277 Real assets 465 463 463 Credit 1,039 1,039 1,039 Limited partnerships 2,781 2,779 2,779 Commercial mortgage loans 2,538 2,253 2,538 Residential mortgage loans 2,798 2,545 2,798 Other (primarily derivatives and company owned life insurance) 1,621 1,697 1,697 Short term investments 1,452 1,452 1,452 Total investments $ 55,473 $ 51,751 $ 52,289 See Report of Independent Registered Public Accounting Firm 216 Schedule II F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED BALANCE SHEET (In millions) December 31, 2023 December 31, 2022 Assets Investments in consolidated subsidiaries $ 4,236 $ 2,806 Fixed maturity securities, available for sale 54 54 Cash and cash equivalents 12 52 Prepaid expenses and other assets 3 6 Income taxes receivable 13 60 Total assets $ 4,318 $ 2,978 Liabilities and Equity Accounts payable and other liabilities 20 24 Intercompany payables 1 3 Notes payable 1,194 546 Total liabilities $ 1,215 $ 573 Equity: F&G common stock, $ 0.001 par value; authorized 500,000,000 shares as of December 31, 2023 and 2022; outstanding of 126,332,142 and 126,409,904 as of December 31, 2023 and 2022, respectively, and issued of 127,234,902 and 126,409,904 as of December 31, 2023 and 2022, respectively — — Additional paid-in-capital 3,185 3,162 Retained earnings 1,926 2,061 Accumulated other comprehensive earnings (loss) ( 1,990 ) ( 2,818 ) Treasury stock, at cost ( 902,760 shares and 7,762 shares as of December 31, 2023 and 2022, respectively) ( 18 ) — Total equity 3,103 2,405 Total liabilities and equity $ 4,318 $ 2,978 See Report of Independent Registered Public Accounting Firm. 217 Schedule II (continued) F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED INCOME STATEMENT (In millions) Year ended December 31, 2023 2022 2021 Revenues: Life insurance premiums and other fees $ 3 $ — $ — Interest and investment income 16 3 — Total revenues 19 3 — Expenses: Other operating expenses 5 — — Interest expense 75 7 3 Total expenses 80 7 3 Earnings (loss) before income tax expense and equity in earnings of subsidiaries ( 61 ) ( 4 ) ( 3 ) Income tax expense (benefit) ( 13 ) ( 24 ) — Earnings (loss) before equity in earnings of subsidiaries ( 48 ) 20 ( 3 ) Equity in earnings (loss) of subsidiaries ( 10 ) 615 1,243 Net earnings (loss) $ ( 58 ) $ 635 $ 1,240 See Report of Independent Registered Public Accounting Firm. 218 Schedule II (continued) F&G ANNUITIES & LIFE, INC. (Parent Only) CONDENSED FINANCIAL INFORMATION OF PARENT ONLY SUPPLEMENTAL CONDENSED CASH FLOW STATEMENT (In millions) Year ended December 31, 2023 2022 2021 Cash flows from operating activities: Net earnings (loss) $ ( 58 ) $ 635 $ 1,240 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Gain on sales of investments — 1 — Equity in earnings (loss) of subsidiaries 10 ( 615 ) ( 1,243 ) Net change in income taxes 47 ( 25 ) — Stock-based compensation 23 12 9 Net (increase) decrease in other assets and other liabilities ( 28 ) ( 9 ) ( 3 ) Net cash provided by (used in) operating activities ( 6 ) ( 1 ) 3 Cash flows from investing activities: Proceeds from sales, calls and maturities of investment securities 2 4 — Net cash provided by (used in) investing activities 2 4 — Cash flows from financing activities: Borrowings 845 550 — Debt issuance costs ( 12 ) ( 4 ) — Capital contributions ( 589 ) ( 500 ) — Purchases of treasury stock ( 18 ) — — Dividends paid ( 77 ) — — Net revolving credit facility repayments ( 185 ) — — Net cash provided by (used in) financing activities ( 36 ) 46 — Net change in cash and cash equivalents ( 40 ) 49 3 Cash and cash equivalents at beginning of year 52 3 — Cash and cash equivalents at end of year $ 12 $ 52 $ 3 See Report of Independent Registered Public Accounting Firm. 219 Schedule III F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUPPLEMENTARY INSURANCE INFORMATION (In millions) Year ended December 31, 2023 2022 2021 Deferred acquisition costs $ 2,215 $ 1,411 $ 784 Future policy benefits, losses, claims and loss expenses 7,050 5,021 4,918 Other policy claims and benefits payable 92 109 109 Life insurance premiums and other fees 2,413 1,704 1,407 Interest and investment income 2,211 1,655 1,852 Benefits, claims, losses and settlement expenses ( 3,553 ) ( 1,126 ) ( 1,932 ) Amortization of deferred policy acquisition costs ( 191 ) ( 99 ) ( 46 ) Other operating expenses, net of deferrals ( 146 ) ( 102 ) ( 105 ) See Report of Independent Registered Public Accounting Firm. 220 Schedule IV F&G ANNUITIES & LIFE, INC. AND SUBSIDIARIES SUPPLEMENTAL REINSURANCE SCHEDULE (In millions) For the year ended December 31, 2023 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 8,448 $ ( 1,436 ) $ — $ 7,012 — % Premiums and other considerations: Traditional life insurance premiums 148 ( 105 ) — 43 — % Life-contingent PRT premiums 1,964 — — 1,964 — % Annuity product charges and other fees 455 ( 49 ) — 406 — % Total premiums and other considerations $ 2,567 $ ( 154 ) $ — $ 2,413 — % For the year ended December 31, 2022 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 6,296 $ ( 1,524 ) $ — $ 4,772 — % Premiums and other considerations: Traditional life insurance premiums 160 ( 128 ) — 32 — % Life-contingent PRT premiums 1,362 — — 1,362 — % Annuity product charges and other fees 360 ( 50 ) — 310 — % Total premiums and other considerations $ 1,882 $ ( 178 ) $ — $ 1,704 — % For the year ended December 31, 2021 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 4,895 $ ( 1,642 ) $ — $ 3,253 — % Premiums and other considerations: Traditional life insurance premiums 168 ( 137 ) — 31 — % Life-contingent PRT premiums 1,146 — — 1,146 — % Annuity product charges and other fees 281 ( 51 ) — 230 — % Total premiums and other considerations $ 1,595 $ ( 188 ) $ — $ 1,407 — % See Report of Independent Registered Public Accounting Firm. 221