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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 100 added, 32 removed, 368 unchanged (26% of the section changed)

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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.

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of December 31, 2024, 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.

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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.

We completed the Roar acquisition on January 2, 2024 (see Note P - Acquisitions of the Notes to Consolidated Financial Statements included in Part II.

Item 8 of this Annual Report on Form 10-K).

The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over financial reporting of Roar.

This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

Roar represented approximately 1.4% of our total revenues for the year ended December 31, 2024.

Total assets of the acquired business as of December 31, 2024 represented approximately 0.5% of total consolidated assets, consisting principally of goodwill and intangible assets.

As a result of the closing of the Roar acquisition, we have incorporated internal controls over significant processes specific to the acquisition that we believe are appropriate and necessary in consideration of the level of related integration.

As the post-closing integration continues, we will continue to review the internal controls and processes of Roar and may take further steps to integrate such controls and processes with those of the Company.

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, 2024 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, 2024 in accordance with the COSO criteria.

The Company's independent registered public

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.

The Company's independent registered public 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

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Refer to Note A - Business and Summary of Significant Accounting Policies, Recent Developments for a discussion of subsequent events.

During the quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections

Not applicable.

Codes of Ethics

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees.

The purpose of these codes is to:

(i) promote honest and ethical conduct, including the ethical handling of conflicts of interest;

(ii) promote full, fair, accurate, timely and understandable disclosure;

(iii) promote compliance with applicable laws and governmental rules and regulations;

(iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information;

and (v) deter wrongdoing.

Our codes of ethics are designed to maintain our commitment to our longstanding standards for ethical business practices.

Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset.

Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules.

We intend to disclose any such amendment or waiver by posting it on our website at www.investors.fglife.com.

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at www.investors.fglife.com.

Policy Prohibiting Insider Trading and Related Procedures

We have adopted an Insider Trading and Tipping Policy prohibiting insider trading and provides related procedures governing the purchase, sale, and other dispositions of the registrant's securities.

This policy also prohibits tipping or disclosing material nonpublic information (“MNPI”) to outsiders.

This policy is applicable to all directors, officers, employees, their immediate family, and any entities controlled by them who have regular access to MNPI.

A copy of the insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

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.

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3.3 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).

5.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2024).

4.1 Form of Indenture, between F&G, and Citibank, N.A., as trustee (incorporated by reference to Exhibit No.

4.1 to the Company’s Curre nt Report on Form 8- K , filed with the Commission on January 13 , 2025).

4.2 F orm of First Supplemental Indenture relating to the 7.300% Junior Subordinated Notes due 2065, between F&G Annuities and Life , Inc.

and Citibank, N.A., as trustee (i ncorporate d by reference to Exhibit No.

4.2 on the Comp any ’ s Current Report on Form 8- K , filed wit h the Commission on January 13 , 2025 ) .

4.3 Form of 7.300% Junior Subordinated Note due 2065 (included in Exhibit 4.2) (incorporated by reference to Exhibit No.

4.3 on the Company’s Current Re port on Form 8- K , filed with the Commission on January 13 , 2025).

4.4 Fifth Supplemental Indenture relating to F&G Annuities & Life, Inc.’s 6.250% senior notes due 2034, dated as of October 4, 2024, 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 October 4, 2024).

4.5 F orm of F&G Annuities & Life, Inc.

’ s 6.250% senior notes due 2034 ( inc orporated by reference to Exhibit No.

4.1 to the Comp any ’ s Current Report on Form 8-K, filed with the Commission on Oc to ber 4, 2024).

4.6 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc’s 6.500% senior notes due 2029 (incorporated by reference to Exhibit No.

4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2024).

4.7 F orm of F&G Annuities and Life, Inc .

’ s 6.500 % senior notes due 2029 (incorporated by reference to Exhibit 4.2 to the Comp any ’ s Current Report on Form 8-K, filed with the Commission on June 4, 2024).

4.8 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) .

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3 to Form 10, filed with the Commission on November 10, 2022).

4.11* Description of Capital Stock.

4.17 Description of Capital Stock (incorporated by reference to Exhibit No.

4.11 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 29, 2024).

10.1 Tax Sharing Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc.

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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.

10.29 Letter regarding Blackstone Participation Fee in Respect of New Business, dated as of March 10, 2023, by and between F&G Annuities & Life Inc., and BilCar, LLC (incorporated by reference to Exhibit No.

10.2 to the Company Current Report on Form 8-K, filed with the Commission on March 10, 2023).

Form of Notice of F&G Restricted Stock Grant dated November 15, 2023 under F&G 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit No.

10.30 to the Company's Annual Report on Form 10-K, filed with the Commission on February 29, 2024).

Amended and Restated Retention Agreement between F&G Annuities & Life, Inc.

Currier, Jr., dated as of May 8, 2024 (incorporated by reference to Exhibit No.

10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2024).

10.32* Third Amended and Restated Investment Management Agreement, dated as of October 1, 2024, by and between Fidelity & Guaranty Life Insurance Company and Blackstone Advisors L.L.C.

10.33*† Form of Notice of F&G Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan.

10.34*† Form of Notice of F&G Director Restricted Stock Grant dated November 8, 2024, under F&G 2022 Omnibus Incentive Plan.

10.35 * Investment Management Agreement, dated as of November 6, by and between Fidelity & Guaranty Life Insurance Company of New York and Blackstone ISG-I Advisors, L.L.C.

10.36*†^

Employment Agreement between Fidelity & Guaranty Annuities & Life, Inc., and Conor Murphy effective as of April 1, 2025 .

19.1* Insider Trading and Tipping Policy 2024.

List of Subsidiaries.

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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.

Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K, filed with the Commission on February 29, 2024).

101.INS * Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.

101.SCH * Inline XBRL Taxonomy Extension Schema Document.

101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.

104* The cover page from the Company’s Annual Report on Form 10-K for the twelve-month period ended December 31, 2024 is formatted in Inline XBRL (Extensible Business Reporting Language) and contained in Exhibit 101.

* Filed herewith.

** Furnished herewith.

† Indicates management contract or compensatory plan or agreement.

Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type of information that the company treats as confidential or private.

Form 10-K Summary

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/s/ Wendy J.B.

Chief Financial Officer

Executive Vice President, Chief Financial Officer

(on behalf of the Registrant and as Principal Financial Officer)

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/s/ Christopher O.

Blunt Director, President and Chief Executive Officer February 29, 2024

Blunt Director, Chief Executive Officer February 28, 2025

Christopher O.

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/s/ Wendy J.B.

Young Chief Financial Officer February 29, 2024

Wendy JB Young (Principal Financial and Accounting Officer)

Young Executive Vice President, Chief Financial Officer February 28, 2025

Young (Principal Financial and Accounting Officer)

/s/ William P.

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December 31, 2024

(In millions) Amortized Cost Fair Value Amount Shown on Consolidated Balance Sheet

(In millions) Amortized Cost Fair Value Amount Shown on Consolidated Balance Sheets

Fixed maturity securities, available for sale:

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Asset-backed securities 10,478 10,270 10,270

CLO securities 5,350 5,405 5,405

Collateralized loan obligations 5,299 5,379 5,379

Total fixed maturity securities, available for sale $ 49,729 $ 46,317 $ 46,317

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CONDENSED FINANCIAL INFORMATION OF PARENT ONLY

SUPPLEMENTAL CONDENSED BALANCE SHEET

(In millions) December 31, 2023 December 31, 2022

SUPPLEMENTAL CONDENSED BALANCE SHEETS

(In millions) December 31,

Investments in consolidated subsidiaries $ 5,545 $ 4,236

Fixed maturity securities, available for sale — 54

Mortgage loans, net of allowance for credit losses of $ 3 and $ 0 at December 31, 2024 and 2023, respectively

Cash and cash equivalents 202 12

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Total liabilities 1,913 1,215

Preferred stock $ 0.001 par value;

authorized 25,000,000 shares as of December 31, 2024 and 2023;

outstanding and issued 5,000,000 and 0 shares as of December 31, 2024 and 2023, respectively

F&G common stock, $ 0.001 par value;

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Retained earnings 2,440 1,926

Accumulated other comprehensive earnings (loss) ( 1,990 ) ( 2,818 )

Accumulated other comprehensive income (loss) ( 1,923 ) ( 1,990 )

Treasury stock, at cost ( 1,159,299 shares and 902,760 shares as of December 31, 2024 and

2023, respectively)

( 30 ) ( 18 )

Total equity 3,951 3,103

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CONDENSED FINANCIAL INFORMATION OF PARENT ONLY

SUPPLEMENTAL CONDENSED INCOME STATEMENT

SUPPLEMENTAL CONDENSED INCOME STATEMENTS

(In millions) Year ended December 31,

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Earnings (loss) before income tax expense and equity in earnings of subsidiaries ( 105 ) ( 61 ) ( 4 )

Income tax expense (benefit) ( 13 ) ( 24 ) —

Income tax benefit ( 21 ) ( 13 ) ( 24 )

Earnings (loss) before equity in earnings of subsidiaries ( 84 ) ( 48 ) 20

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Net earnings (loss) 639 ( 58 ) 635

Preferred stock dividend 17 — —

Net earnings (loss) attributable to F&G common shareholders $ 622 $ ( 58 ) $ 635

See Report of Independent Registered Public Accounting Firm.

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CONDENSED FINANCIAL INFORMATION OF PARENT ONLY

SUPPLEMENTAL CONDENSED CASH FLOW STATEMENT

SUPPLEMENTAL CONDENSED CASH FLOW STATEMENTS

(In millions) Year ended December 31,

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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 ( 723 ) 10 ( 615 )

Loss on sales of investments 2 — 1

Stock-based compensation cost 29 23 12

Net change in income taxes ( 9 ) 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

Net change in other assets and other liabilities ( 65 ) ( 28 ) ( 9 )

Net cash used in operating activities ( 127 ) ( 6 ) ( 1 )

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 —

Proceeds from sales, calls and maturities of investments 28 2 4

Net cash provided by investing activities 28 2 4

Cash Flows from Financing Activities:

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Capital contributions ( 493 ) ( 589 ) ( 500 )

Purchases of treasury stock ( 18 ) — —

Net revolving credit facility (repayments) borrowings ( 365 ) ( 185 ) —

Dividends paid ( 121 ) ( 77 ) —

Net revolving credit facility repayments ( 185 ) — —

Purchases of treasury stock ( 12 ) ( 18 ) —

Issuance of preferred stock 250 — —

Net cash provided by (used in) financing activities 289 ( 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

Net increase (decrease) in cash and cash equivalents 190 ( 40 ) 49

Cash and cash equivalents at beginning of period 12 52 3

Cash and cash equivalents at end of period $ 202 $ 12 $ 52

See Report of Independent Registered Public Accounting Firm.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures