0001822993us-gaap:~~SeniorNotesMemberjxn:SeniorNotesDue2031Member2021-11-23~~PolicyholderAccountBalanceAtGuaranteedMinimumCreditingRateMemberjxn:PolicyholderAccountBalanceGuaranteedMinimumCreditingRateRangeFrom0151To0250Memberjxn:ClosedBlockAnnuityMember2023-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40274

Jackson Financial Inc.

(Exact name of registrant as specified in its charter)


Delaware						98-0486152
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1 Corporate Way, Lansing, Michigan						48951
(Address of principal executive offices)						(Zip Code)

(517) 381-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, Par Value $0.01 Per Share	JXN	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A	JXN PRA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐☑

Accelerated filer

☐

Non-accelerated filer

☑☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~November~~August 3, ~~2022,~~2023, there were ~~83,036,974~~81,910,831 shares of the registrant’s common stock, $0.01 par value, outstanding.

As of August 3, 2023, there were outstanding 22,000,000 depositary shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A.

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022			2
Condensed Consolidated Income Statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			4
Condensed Consolidated Statements of Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			5
Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			6
Notes to Condensed Consolidated Financial Statements
Note 1. Business and Basis of Presentation			8
Note 2. New Accounting Standards			10
Note 3. Segment Information			1217
Note 4. Investments			1823
Note 5. Derivative Instruments			3438
Note 6. Fair Value Measurements			3842
Note 7. Deferred Acquisition Costs			5661
Note 8. Reinsurance			5662
Note 9. Reserves for Future Policy Benefits and Claims Payable ~~and Other Contract Holder Funds~~			58
~~Note 10. Certain Nontraditional Long-Duration Contracts and Variable Annuity Guarantees~~			61
~~Note 11. Long-Term Debt~~			65
~~Note 12. Federal Home Loan Bank Advances~~			66
Note ~~13. Income Taxes~~10. Other Contract Holder Funds			6672
Note 11. Separate Account Assets and Liabilities			77
Note 12. Market Risk Benefits			78
Note 13. Long-Term Debt			80
Note 14. Federal Home Loan Bank Advances			82
Note 15. Income Taxes			82
Note 16. Commitments and Contingencies			6783
Note ~~15.~~17. Other Related Party Transactions			6783
Note ~~16.~~18. Operating Costs and Other Expenses			6883
Note ~~17.~~19. Accumulated Other Comprehensive Income (Loss)			6884
Note ~~18.~~20. Equity			6985
Note ~~19.~~21. Earnings Per Share			7187
Note ~~20.~~22. Revision and Reclassification of Prior Period Financial Statements			7188
Note 2 1 .23. Subsequent Events			7389
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Statements - Cautionary Language			7490
Available Information			7591
Principal Definitions, Abbreviations and Acronyms Used in the Text and Notes toof this Report			7591
Overview of Management's Discussion and Analysis of Financial Condition and Results of Operations			7793
Executive Summary			77
~~Non-GAAP Financial Measures~~			7993
Key Operating Measures			8394
Macroeconomic, Industry, and Regulatory Trends			8798
Non-GAAP Financial Measures			102
Consolidated Results of Operations			91106
Segment Results of Operations			95109
Investments			~~101~~116
Policy and Contract Liabilities			~~112~~123
Liquidity and Capital Resources			~~115~~124
Summary of Critical Accounting Estimates			~~122~~131
Item 3. Quantitative and Qualitative Disclosures About Market Risk			~~123~~136
Item 4. Controls and Procedures			~~123~~136

PART II—OTHER INFORMATION
Item 1. Legal Proceedings			~~124~~137
Item 1A. Risk Factors			~~124~~137
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			~~125~~137
Item 4. Mine Safety Disclosures			~~125~~137
Item 5. Other Information			~~126~~138
Item 6. Exhibits			~~127~~138

SIGNATURES
Signatures			~~128~~139

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Jackson Financial Inc.

Condensed Consolidated Balance Sheets

(in millions, except ~~per~~ share data)

September 30, December 31,
2022 2021
Assets (Unaudited)
Investments:
Debt Securities, available-for-sale, net of allowance for credit losses of $31 and $9 at September 30, 2022 and December 31, 2021, respectively (amortized cost: 2022 $48,868; 2021 $49,378) $ 41,681 $ 51,547
Debt Securities, at fair value under fair value option 2,124 1,711
Debt Securities, trading, at fair value 102 117
Equity securities, at fair value 234 279
Mortgage loans, net of allowance for credit losses of $79 and $94 at September 30, 2022 and December 31, 2021, respectively 11,223 11,482
Mortgage loans, at fair value under fair value option 508 —
Policy loans (including $3,487 and $3,467 at fair value under the fair value option at September 30, 2022 and December 31, 2021, respectively) 4,446 4,475
Freestanding derivative instruments 1,950 1,417
Other invested assets 3,622 3,199
Total investments 65,890 74,227
Cash and cash equivalents 5,331 2,623
Accrued investment income 509 503
Deferred acquisition costs 12,797 14,249
Reinsurance recoverable, net of allowance for credit losses of $10 and $12 at September 30, 2022 and December 31, 2021, respectively 30,796 33,126
Deferred income taxes, net 759 954
Other assets 1,846 928
Separate account assets 185,042 248,949
Total assets $ 302,970 $ 375,559
Liabilities and Equity
Liabilities
Reserves for future policy benefits and claims payable $ 16,130 $ 18,667
Other contract holder funds 58,174 58,726
Funds withheld payable under reinsurance treaties (including $3,646 and $3,639 at fair value under the fair value option at September 30, 2022 and December 31, 2021, respectively) 23,900 29,007
Long-term debt 2,634 2,649
Repurchase agreements and securities lending payable 27 1,589
Collateral payable for derivative instruments 1,038 913
Freestanding derivative instruments 2,225 41
Notes issued by consolidated variable interest entities, at fair value under fair value option (Note 4) 1,745 1,404
Other liabilities 2,352 2,540
Separate account liabilities 185,042 248,949
Total liabilities 293,267 364,485
Commitments, Contingencies, and Guarantees (Note 14)
Equity
Common stock, (i) Class A Common Stock 900,000,000 shares authorized, $0.01 par value per share and 83,666,942 and 88,046,833 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively and (ii) No authorized Class B Common Stock at September 30, 2022 and 100,000,000 shares authorized, $0.01 par value per share and 638,861 shares issued and outstanding at December 31, 2021 (See Note 18) 1 1
Additional paid-in capital 6,036 6,051
Treasury stock, at cost; 10,807,076 and 5,778,649 shares at September 30, 2022 and December 31, 2021, respectively (410) (211)
Accumulated other comprehensive income (loss), net of tax expense (benefit) of $(1,235) and $194 at September 30, 2022 and December 31, 2021, respectively (5,718) 1,744
Retained earnings 9,065 2,809
Total shareholders' equity 8,974 10,394
Noncontrolling interests 729 680
Total equity 9,703 11,074
Total liabilities and equity $ 302,970 $ 375,559


	June 30,		December 31,
	2023		2022(1)
Assets	(Unaudited)
Investments:
Debt Securities, available-for-sale, net of allowance for credit losses of $16 and $23 at June 30, 2023 and December 31, 2022, respectively (amortized cost: 2023 $47,871; 2022 $48,798)	$	42,063	$	42,489
Debt Securities, at fair value under fair value option	2,210		2,173
Debt Securities, trading, at fair value	101		100
Equity securities, at fair value	267		393
Mortgage loans, net of allowance for credit losses of $162 and $95 at June 30, 2023 and December 31, 2022, respectively	10,303		10,967
Mortgage loans, at fair value under fair value option	509		582
Policy loans (including $3,438 and $3,419 at fair value under the fair value option at June 30, 2023 and December 31, 2022, respectively)	4,381		4,377
Freestanding derivative instruments	946		1,270
Other invested assets	3,503		3,595
Total investments	64,283		65,946
Cash and cash equivalents	2,100		4,298
Accrued investment income	528		514
Deferred acquisition costs	12,599		12,923
Reinsurance recoverable, net of allowance for credit losses of $39 and $15 at June 30, 2023 and December 31, 2022, respectively	27,069		29,046
Reinsurance recoverable on market risk benefits, at fair value	194		221
Market risk benefit assets, at fair value	5,957		4,865
Deferred income taxes, net	681		320
Other assets	850		944
Separate account assets	212,719		195,906
Total assets	$	326,980	$	314,983

Liabilities and Equity
Liabilities
Reserves for future policy benefits and claims payable	$	12,003	$	12,318
Other contract holder funds	56,477		58,190
Market risk benefit liabilities, at fair value	4,463		5,662
Funds withheld payable under reinsurance treaties (including $3,602 and $3,582 at fair value under the fair value option at June 30, 2023 and December 31, 2022, respectively)	21,170		22,957

Long-term debt	2,633		2,635
Repurchase agreements and securities lending payable	1,678		1,048
Collateral payable for derivative instruments	498		689
Freestanding derivative instruments	1,816		2,065
Notes issued by consolidated variable interest entities, at fair value under fair value option (Note 4)	1,996		1,732
Other liabilities	2,104		2,403
Separate account liabilities	212,719		195,906
Total liabilities	317,557		305,605
Commitments, Contingencies, and Guarantees (Note 16)
Equity
Series A non-cumulative preferred stock and additional paid in capital, $1.00 par value per share: 24,000 shares authorized; shares issued: 2023 - 22,000; liquidation preference $25,000 per share (See Note 20)	533		—
Common stock; 1,000,000,000 shares authorized, $0.01 par value per share and 81,910,831 and 82,690,098 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (See Note 20)	1		1
Additional paid-in capital	5,997		6,063
Treasury stock, at cost; 12,570,175 and 11,784,813 shares at June 30, 2023 and December 31, 2022, respectively	(466)		(443)


Accumulated other comprehensive income (loss), net of tax expense (benefit) of $(127) and $(66) at June 30, 2023 and December 31, 2022, respectively	(3,365)		(3,378)
Retained earnings	5,952		6,403
Total shareholders' equity	8,652		8,646
Noncontrolling interests	771		732
Total equity	9,423		9,378
Total liabilities and equity	$	326,980	$	314,983

(1) Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements.

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Condensed Consolidated Income Statements

(Unaudited, in millions, except per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022(1)		2023		2022(1)
Revenues	Revenues									Revenues
Fee income	Fee income	$	1,908	$	2,063	$	5,854	$	5,963	Fee income	$	1,913	$	1,934	$	3,801	$	3,946
Premiums	Premiums	36		37		105		115		Premiums	52		32		77		69
Net investment income		640		837		2,022		2,568
Net investment income:										Net investment income:
Net investment income excluding funds withheld assets										Net investment income excluding funds withheld assets	420		328		835		758
Net investment income on funds withheld assets										Net investment income on funds withheld assets	252		364		559		624
Total net investment income										Total net investment income	672		692		1,394		1,382
Net gains (losses) on derivatives and investments:										Net gains (losses) on derivatives and investments:
Net gains (losses) on derivatives and investments	Net gains (losses) on derivatives and investments	1,419		(1,379)		6,891		(1,194)		Net gains (losses) on derivatives and investments	(2,112)		2,938		(4,838)		1,372
Net gains (losses) on funds withheld reinsurance treaties										Net gains (losses) on funds withheld reinsurance treaties	(134)		1,077		(807)		2,105
Total net gains (losses) on derivatives and investments										Total net gains (losses) on derivatives and investments	(2,246)		4,015		(5,645)		3,477
Other income	Other income	19		17		60		70		Other income	19		21		34		41
Total revenues	Total revenues	4,022		1,575		14,932		7,522		Total revenues	410		6,694		(339)		8,915

Benefits and Expenses	Benefits and Expenses									Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	586		405		2,090		933		Death, other policy benefits and change in policy reserves, net of deferrals	241		274		469		574
(Gain) loss from updating future policy benefits cash flow assumptions, net										(Gain) loss from updating future policy benefits cash flow assumptions, net	10		14		24		29
Market risk benefits (gains) losses, net										Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	224		209		628		630		Interest credited on other contract holder funds, net of deferrals and amortization	295		209		580		406
Interest expense	Interest expense	29		6		73		19		Interest expense	58		24		101		44
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	592		699		1,801		2,090		Operating costs and other expenses, net of deferrals	620		543		1,236		1,209

Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	564		4		2,276		551		Amortization of deferred acquisition costs	291		307		584		624
Total benefits and expenses	Total benefits and expenses	1,995		1,323		6,868		4,223		Total benefits and expenses	(1,055)		2,555		250		2,163
Pretax income (loss)	Pretax income (loss)	2,027		252		8,064		3,299		Pretax income (loss)	1,465		4,139		(589)		6,752
Income tax expense (benefit)	Income tax expense (benefit)	559		(16)		1,606		515		Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss)	Net income (loss)	1,468		268		6,458		2,784		Net income (loss)	1,220		3,294		(276)		5,519
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests	(11)		62		51		186		Less: Net income (loss) attributable to noncontrolling interests	3		31		4		62
Net income (loss) attributable to Jackson Financial Inc.	Net income (loss) attributable to Jackson Financial Inc.	$	1,479	$	206	$	6,407	$	2,598	Net income (loss) attributable to Jackson Financial Inc.	1,217		3,263		(280)		5,457
Less: Dividends on preferred stock										Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc. common shareholders										Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

Earnings per share	Earnings per share									Earnings per share

Basic	Basic	$	17.38	$	2.18	$	74.39	$	27.50	Basic	$	14.58	$	37.96	$	(3.55)	$	62.98
Diluted	Diluted	$	16.83	$	2.18	$	71.73	$	27.50	Diluted	$	14.21	$	36.59	$	(3.55)	$	60.60

(1)

Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in millions)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022(1)		2023		2022(1)

Net income (loss)	Net income (loss)	$	1,468	$	268	$	6,458	$	2,784	Net income (loss)	$	1,220	$	3,294	$	(276)	$	5,519

Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Securities with no credit impairment net of tax expense (benefit) of: $(323) and $(95), for the three months ended September 30, 2022 and 2021, respectively, and $(1,431) and $(492), for the nine months ended September 30, 2022 and 2021, respectively		(1,978)		(345)		(7,466)		(1,778)
Securities with credit impairment, net of tax expense (benefit) of: $(5) and nil for the three months ended September 30, 2022 and 2021, respectively, and $1 and $1, for the nine months ended September 30, 2022 and 2021, respectively		(18)		—		4		2

Change in unrealized gains (losses) on securities with no credit impairment net of tax expense (benefit) of: $(34) and $(390), for the three months ended June 30, 2023 and 2022, respectively, and $58 and $(1,167) for the six months ended June 30, 2023 and 2022, respectively.										Change in unrealized gains (losses) on securities with no credit impairment net of tax expense (benefit) of: $(34) and $(390), for the three months ended June 30, 2023 and 2022, respectively, and $58 and $(1,167) for the six months ended June 30, 2023 and 2022, respectively.	(532)		(2,888)		436		(5,714)
Change in unrealized gains (losses) on securities with credit impairment, net of tax expense (benefit) of: $(1) and $2 million for the three months ended June 30, 2023 and 2022, respectively, and $(3) and $6 for the six months ended June 30, 2023 and 2022, respectively.										Change in unrealized gains (losses) on securities with credit impairment, net of tax expense (benefit) of: $(1) and $2 million for the three months ended June 30, 2023 and 2022, respectively, and $(3) and $6 for the six months ended June 30, 2023 and 2022, respectively.	(1)		8		(9)		22
Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit) of $21 and $128 for the three months ended June 30, 2023 and 2022, respectively, and $(11) and $294 for the six months ended June 30, 2023 and 2022, respectively.										Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit) of $21 and $128 for the three months ended June 30, 2023 and 2022, respectively, and $(11) and $294 for the six months ended June 30, 2023 and 2022, respectively.	75		463		(39)		1,062
Change in non-performance risk on market risk benefits, net of tax expense (benefit) of $(165) and $220 for the three months ended June 30, 2023 and 2022, respectively, and $(105) and $422 for the six months ended June 30, 2023 and 2022, respectively.										Change in non-performance risk on market risk benefits, net of tax expense (benefit) of $(165) and $220 for the three months ended June 30, 2023 and 2022, respectively, and $(105) and $422 for the six months ended June 30, 2023 and 2022, respectively.	(599)		797		(375)		1,531
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(1,996)		(345)		(7,462)		(1,776)		Total other comprehensive income (loss)	(1,057)		(1,620)		13		(3,099)
Comprehensive income (loss)	Comprehensive income (loss)	(528)		(77)		(1,004)		1,008		Comprehensive income (loss)	163		1,674		(263)		2,420
Less: Comprehensive income (loss) attributable to noncontrolling interests	Less: Comprehensive income (loss) attributable to noncontrolling interests	(11)		62		51		186		Less: Comprehensive income (loss) attributable to noncontrolling interests	3		31		4		62
Comprehensive income (loss) attributable to Jackson Financial Inc.	Comprehensive income (loss) attributable to Jackson Financial Inc.	$	(517)	$	(139)	$	(1,055)	$	822	Comprehensive income (loss) attributable to Jackson Financial Inc.	$	160	$	1,643	$	(267)	$	2,358

(1)

Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Condensed Consolidated Statements of Equity

(Unaudited, in millions)

Accumulated
Additional Treasury Shares Equity Other Total Non-
Common Paid-In Stock Held Compensation Comprehensive Retained Shareholders' Controlling Total
Stock Capital at Cost In Trust Reserve Income Earnings Equity Interests Equity
Balances as of June 30, 2022 $ 1 $ 6,020 $ (371) $ — $ — $ (3,722) $ 7,635 $ 9,563 $ 747 $ 10,310
Net income (loss) — — — — — — 1,479 1,479 (11) 1,468
Change in unrealized investment gains and losses, net of tax — — — — — (1,996) — (1,996) — (1,996)
Change in equity of noncontrolling interests — — — — — — — — (7) (7)
Dividends on common stock — — — — — — (49) (49) — (49)
Purchase of treasury stock — — (39) — — — — (39) — (39)
Share based compensation — 16 — — — — — 16 — 16
Balances as of September 30, 2022 $ 1 $ 6,036 $ (410) $ — $ — $ (5,718) $ 9,065 $ 8,974 $ 729 $ 9,703
Accumulated
Additional Treasury Shares Equity Other Total Non-
Common Paid-In Stock Held Compensation Comprehensive Retained Shareholders' Controlling Total
Stock Capital at Cost In Trust Reserve Income Earnings Equity Interests Equity
Balances as of June 30, 2021 $ 1 $ 5,927 $ — $ (4) $ 9 $ 2,390 $ 2,068 $ 10,391 $ 599 $ 10,990
Net income (loss) — — — — — — 206 206 62 268
Change in unrealized investment gains and losses, net of tax — — — — — (345) — (345) — (345)
Change in equity of noncontrolling interests — — — — — — — — (63) (63)
Shares sold in connection with demerger — 1 — 4 — — — 5 — 5
Reserve for equity compensation plans — — — — $ 1 — — 1 — 1
Balances as of September 30, 2021 $ 1 $ 5,928 $ — $ — $ 10 $ 2,045 $ 2,274 $ 10,258 $ 598 $ 10,856
Accumulated
Additional Treasury Shares Equity Other Total Non-
Common Paid-In Stock Held Compensation Comprehensive Retained Shareholders' Controlling Total
Stock Capital at Cost In Trust Reserve Income Earnings Equity Interests Equity
Balances as of December 31, 2021 $ 1 $ 6,051 $ (211) $ — $ — $ 1,744 $ 2,809 $ 10,394 $ 680 $ 11,074
Net income (loss) — — — — — — 6,407 6,407 51 6,458
Change in unrealized investment gains and losses, net of tax — — — — — (7,462) — (7,462) — (7,462)
Change in equity of noncontrolling interests — — — — — — — — (2) (2)
Dividends on common stock — — — — — — (151) (151) — (151)
Purchase of treasury stock — — (279) — — — — (279) — (279)
Share based compensation — (15) 80 — — — — 65 — 65
Balances as of September 30, 2022 $ 1 $ 6,036 $ (410) $ — $ — $ (5,718) $ 9,065 $ 8,974 $ 729 $ 9,703
Accumulated
Additional Treasury Shares Equity Other Total Non-
Common Paid-In Stock Held Compensation Comprehensive Retained Shareholders' Controlling Total
Stock Capital at Cost In Trust Reserve Income Earnings Equity Interests Equity
Balances as of December 31, 2020 $ 1 $ 5,927 $ — $ (4) $ 8 $ 3,821 $ (324) $ 9,429 $ 494 $ 9,923
Net income (loss) — — — — — — 2,598 2,598 186 2,784
Change in unrealized investment gains and losses, net of tax — — — — — (1,776) — (1,776) — (1,776)
Change in equity of noncontrolling interests — — — — — — — — (82) (82)
Shares sold in connection with demerger — 1 — 4 — — — 5 — 5
Reserve for equity compensation plans — — — — 2 — — 2 — 2
Balances as of September 30, 2021 $ 1 $ 5,928 $ — $ — $ 10 $ 2,045 $ 2,274 $ 10,258 $ 598 $ 10,856


									Accumulated
					Additional		Treasury		Other				Total		Non-
	Preferred		Common		Paid-In		Stock		Comprehensive		Retained		Shareholders'		Controlling		Total
	Stock		Stock		Capital		at Cost		Income		Earnings		Equity		Interests		Equity
Balances as of March 31, 2023	$	533	$	1	$	6,070	$	(510)	$	(2,308)	$	4,852	$	8,638	$	829	$	9,467

Net income (loss)	—		—		—		—		—		1,217		1,217		3		1,220
Other comprehensive income (loss)	—		—		—		—		(1,057)		—		(1,057)		—		(1,057)
Change in equity of noncontrolling interests	—		—		—		—		—		—		—		(61)		(61)
Dividends on preferred stock	—		—		—		—		—		(13)		(13)		—		(13)
Dividends on common stock	—		—		—		—		—		(53)		(53)		—		(53)
Purchase of treasury stock	—		—		—		(94)		—		—		(94)		—		(94)

Share based compensation	—		—		(73)		138		—		(51)		14		—		14
Balances as of June 30, 2023	$	533	$	1	$	5,997	$	(466)	$	(3,365)	$	5,952	$	8,652	$	771	$	9,423

									Accumulated
					Additional		Treasury		Other				Total		Non-
	Preferred		Common		Paid-In		Stock		Comprehensive		Retained		Shareholders'		Controlling		Total
	Stock		Stock		Capital		at Cost		Income		Earnings		Equity		Interests		Equity
Balances as of March 31, 2022 (1)	$	—	$	1	$	6,081	$	(351)	$	(119)	$	2,582	$	8,194	$	715	$	8,909

Net income (loss)	—		—		—		—		—		3,263		3,263		31		3,294
Other comprehensive income (loss)	—		—		—		—		(1,620)		—		(1,620)		—		(1,620)
Change in equity of noncontrolling interests	—		—		—		—		—		—		—		1		1
Dividends on common stock	—		—		—		—		—		(50)		(50)		—		(50)
Purchase of treasury stock	—		—		—		(100)		—		—		(100)		—		(100)
Share based compensation	—		—		(61)		80		—		—		19		—		19
Balances as of June 30, 2022 (1)	$	—	$	1	$	6,020	$	(371)	$	(1,739)	$	5,795	$	9,706	$	747	$	10,453

									Accumulated
					Additional		Treasury		Other				Total		Non-
	Preferred		Common		Paid-In		Stock		Comprehensive		Retained		Shareholders'		Controlling		Total
	Stock		Stock		Capital		at Cost		Income		Earnings		Equity		Interests		Equity
Balances as of December 31, 2022 (1)	$	—	$	1	$	6,063	$	(443)	$	(3,378)	$	6,403	$	8,646	$	732	$	9,378

Net income (loss)	—		—		—		—		—		(280)		(280)		4		(276)
Other comprehensive income (loss)	—		—		—		—		13		—		13		—		13
Change in equity of noncontrolling interests	—		—		—		—		—		—		—		35		35
Dividends on preferred stock	—		—		—		—		—		(13)		(13)		—		(13)
Dividends on common stock	—		—		—		—		—		(107)		(107)		—		(107)
Purchase of treasury stock	—		—		—		(164)		—		—		(164)		—		(164)
Issuance of preferred stock	533		—		—		—		—		—		533		—		533

Share based compensation	—		—		(66)		141		—		(51)		24		—		24
Balances as of June 30, 2023	$	533	$	1	$	5,997	$	(466)	$	(3,365)	$	5,952	$	8,652	$	771	$	9,423

									Accumulated
					Additional		Treasury		Other				Total		Non-
	Preferred		Common		Paid-In		Stock		Comprehensive		Retained		Shareholders'		Controlling		Total
	Stock		Stock		Capital		at Cost		Income		Earnings		Equity		Interests		Equity
Balances as of December 31, 2021 (1)	$	—	$	1	$	6,051	$	(211)	$	1,360	$	440	$	7,641	$	680	$	8,321

Net income (loss)	—		—		—		—		—		5,457		5,457		62		5,519
Other comprehensive income (loss)	—		—		—		—		(3,099)		—		(3,099)		—		(3,099)
Change in equity of noncontrolling interests	—		—		—		—		—		—		—		5		5
Dividends on common stock	—		—		—		—		—		(102)		(102)		—		(102)
Purchase of treasury stock	—		—		—		(240)		—		—		(240)		—		(240)
Share based compensation	—		—		(31)		80		—		—		49		—		49
Balances as of June 30, 2022(1)	$	—	$	1	$	6,020	$	(371)	$	(1,739)	$	5,795	$	9,706	$	747	$	10,453

(1) Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements.

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in millions)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022(1)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	6,458	$	2,784	Net income (loss)	$	(276)	$	5,519

Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Net realized losses (gains) on investments	Net realized losses (gains) on investments	131		(204)		Net realized losses (gains) on investments	108		125
Net losses (gains) on derivatives	Net losses (gains) on derivatives	(4,362)		1,413		Net losses (gains) on derivatives	4,730		(1,497)
Net losses (gains) on funds withheld reinsurance		(2,660)		(15)
Net losses (gains) on funds withheld reinsurance treaties						Net losses (gains) on funds withheld reinsurance treaties	807		(2,105)
Net (gain) loss on market risk benefits						Net (gain) loss on market risk benefits	(2,744)		(723)
(Gain) loss from updating future policy benefits cash flow assumptions, net						(Gain) loss from updating future policy benefits cash flow assumptions, net	24		29
Interest credited on other contract holder funds, gross	Interest credited on other contract holder funds, gross	628		630		Interest credited on other contract holder funds, gross	580		406
Mortality, expense and surrender charges	Mortality, expense and surrender charges	(400)		(418)		Mortality, expense and surrender charges	(266)		(269)
Amortization of discount and premium on investments	Amortization of discount and premium on investments	19		40		Amortization of discount and premium on investments	(13)		13
Deferred income tax expense (benefit)	Deferred income tax expense (benefit)	1,625		544		Deferred income tax expense (benefit)	(300)		1,261
Share-based compensation	Share-based compensation	96		60		Share-based compensation	39		69

Change in:	Change in:					Change in:
Accrued investment income	Accrued investment income	(6)		47		Accrued investment income	(15)		(2)
Deferred acquisition costs	Deferred acquisition costs	1,783		(43)		Deferred acquisition costs	325		275
Funds withheld, net of reinsurance	Funds withheld, net of reinsurance	(204)		(609)		Funds withheld, net of reinsurance	177		224
Other assets and liabilities, net	Other assets and liabilities, net	(167)		(694)		Other assets and liabilities, net	(629)		(1,273)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	2,941		3,535		Net cash provided by (used in) operating activities	2,547		2,052

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Sales, maturities and repayments of:	Sales, maturities and repayments of:					Sales, maturities and repayments of:
Debt securities	Debt securities	8,959		12,994		Debt securities	5,125		6,942
Equity securities	Equity securities	54		36		Equity securities	180		43
Mortgage loans	Mortgage loans	1,046		1,243		Mortgage loans	1,362		551
Purchases of:	Purchases of:					Purchases of:
Debt securities	Debt securities	(8,861)		(8,290)		Debt securities	(4,514)		(5,981)
Equity securities	Equity securities	(27)		(108)		Equity securities	(6)		(25)
Mortgage loans	Mortgage loans	(1,378)		(2,176)		Mortgage loans	(657)		(1,039)
Settlements related to derivatives and collateral on investments	Settlements related to derivatives and collateral on investments	3,109		(3,223)		Settlements related to derivatives and collateral on investments	(4,659)		2,570
Other investing activities	Other investing activities	(433)		148		Other investing activities	365		(446)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	2,469		624		Net cash provided by (used in) investing activities	(2,804)		2,615

(1) Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements.

(continued)

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Unaudited, in millions)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022(1)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Policyholders' account balances:	Policyholders' account balances:					Policyholders' account balances:
Deposits	Deposits	$	14,235	$	14,649	Deposits	$	7,349	$	10,282
Withdrawals	Withdrawals	(18,716)		(21,590)		Withdrawals	(14,314)		(12,936)
Net transfers from (to) separate accounts	Net transfers from (to) separate accounts	3,805		2,068		Net transfers from (to) separate accounts	4,185		2,554
Proceeds from (payments on) repurchase agreements and securities lending	Proceeds from (payments on) repurchase agreements and securities lending	(1,563)		(794)		Proceeds from (payments on) repurchase agreements and securities lending	630		(1,557)
Net proceeds from (payments on) Federal Home Loan Bank notes		—		(380)

Net proceeds from (payments on) debt	Net proceeds from (payments on) debt	(784)		2,346		Net proceeds from (payments on) debt	(46)		(783)
Net proceeds from issuance of Senior Notes	Net proceeds from issuance of Senior Notes	750		—		Net proceeds from issuance of Senior Notes	—		750
Debt issuance costs	Debt issuance costs	(7)		—		Debt issuance costs	—		(7)
Disposition of shares held in trust at cost, net		—		5

Dividends on common stock	Dividends on common stock	(151)		—		Dividends on common stock	(101)		(102)
Dividends on preferred stock						Dividends on preferred stock	(13)		—
Purchase of treasury stock	Purchase of treasury stock	(279)		—		Purchase of treasury stock	(164)		(240)

Issuance of preferred stock						Issuance of preferred stock	533		—

Other financing activities	Other financing activities	10		—		Other financing activities	—		7
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(2,700)		(3,696)		Net cash provided by (used in) financing activities	(1,941)		(2,032)

Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	2,710		463		Net increase (decrease) in cash, cash equivalents, and restricted cash	(2,198)		2,635

Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	2,631		2,019		Cash, cash equivalents, and restricted cash at beginning of period	4,301		2,631
Total cash, cash equivalents, and restricted cash at end of period	Total cash, cash equivalents, and restricted cash at end of period	$	5,341	$	2,482	Total cash, cash equivalents, and restricted cash at end of period	$	2,103	$	5,266

Supplemental cash flow information	Supplemental cash flow information					Supplemental cash flow information
Income taxes paid (received)	Income taxes paid (received)	$	(2)	$	36	Income taxes paid (received)	$	—	$	(2)
Interest paid	Interest paid	$	48	$	15	Interest paid	$	99	$	40

Non-cash investing activities	Non-cash investing activities					Non-cash investing activities
Debt securities acquired from exchanges, payments-in-kind, and similar transactions	Debt securities acquired from exchanges, payments-in-kind, and similar transactions	$	436	$	303	Debt securities acquired from exchanges, payments-in-kind, and similar transactions	$	49	$	214

Other invested assets acquired from stock splits and stock distributions	Other invested assets acquired from stock splits and stock distributions	$	42	$	99	Other invested assets acquired from stock splits and stock distributions	$	181	$	42

Non-cash financing activities						Non-cash financing activities
Non-cash dividend equivalents on stock-based awards						Non-cash dividend equivalents on stock-based awards	$	(6)	$	—

Reconciliation to Statement of Financial Position	Reconciliation to Statement of Financial Position					Reconciliation to Statement of Financial Position
Cash and cash equivalents	Cash and cash equivalents	$	5,331	$	2,482	Cash and cash equivalents	$	2,100	$	5,258
Restricted cash (included in Other assets)	Restricted cash (included in Other assets)	10		—		Restricted cash (included in Other assets)	3		8
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	5,341	$	2,482	Total cash, cash equivalents, and restricted cash	$	2,103	$	5,266

(1)

Recast for the adoption of ASU 2018-12. See Notes 1 and 2 to the Condensed Consolidated Financial Statements

See Notes to Condensed Consolidated Financial Statements.

Jackson Financial Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Business and Basis of Presentation

Jackson Financial Inc. ~~(“Jackson~~("JFI" or “Jackson Financial”) ~~along~~together with its subsidiaries, ~~(collectively, the~~(the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company focused on helping Americans grow and protect their retirement savings and income to enable them to pursue financial freedom for life. Jackson Financial, domiciled in the state of Delaware in the United States (“U.S.”), was a majority-owned subsidiary of Prudential plc (“Prudential”), London, England, and was the holding company for Prudential’s U.S. operations. As described below under "Other," the Company's demerger from Prudential was completed on September 13, 2021 ("Demerger"), and the Company is a stand-alone U.S. public company. As of June 30, 2023, Prudential has no remaining equity interest in the Company.

Jackson Financial’s primary life insurance subsidiary, Jackson National Life Insurance Company and its insurance subsidiaries (collectively, “Jackson”), is licensed to sell group and individual annuity products (including immediate, registered index-linked, deferred fixed, fixed index and variable annuities), and individual life insurance products, including variable universal life, in all 50 states and the District of Columbia. Jackson also participates in the institutional products market through the issuance of guaranteed investment contracts (“GICs”), funding agreements and medium-term note funding agreements. ~~Jackson Financial’s primary operating subsidiaries, in~~In addition to Jackson, Jackson Financial’s other operating subsidiaries are as follows:

•PPM America, Inc. (“PPM”), is the Company’s investment management operation that manages the life insurance companies’ general account investment funds. PPM also provides investment services to other former affiliated and unaffiliated institutional clients.

•Brooke Life Insurance Company (“Brooke Life”), Jackson’s direct parent, is a life insurance company licensed to sell life insurance and annuity products in the state of Michigan.

Other wholly-owned subsidiaries of Jackson are as follows:

•Life insurers: Jackson National Life Insurance Company of New York (“~~JNY”~~Jackson NY” or “JNY”); Squire Reassurance Company LLC (“Squire Re”); Squire Reassurance Company II, Inc. (“Squire Re II”); and VFL International Life Company SPC, LTD;

•Registered broker-dealer: Jackson National Life Distributors LLC ~~("JNLD"~~(“JNLD”);

•Registered investment adviser: Jackson National Asset Management LLC ~~("JNAM"~~(“JNAM”), which manages the life insurance companies' separate account funds underlying ~~the~~our variable annuities products, which funds are sub-advised. JNAM manages and oversees those sub-advisers;

•Service provider: PGDS (US One) LLC (“PGDS”), which provides certain services to the Company and certain former affiliates; and

•Other insignificant wholly-owned subsidiaries.

The Company's Condensed Consolidated Financial Statements also include other insignificant partnerships, limited liability companies (“LLCs”) and other variable interest entities (“VIEs”) in which the Company is deemed the primary beneficiary.

Other

On August 6, 2021, the Company's Class A Common Stock was registered on a Form 10 registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") and became effective under the Securities Exchange Act of 1934, as amended. We refer to that effective Form 10 registration as the "Form 10." The Demerger transaction described in the Form 10 was consummated on September 13, 2021. ~~As of September 30, 2022, Prudential retained a 9.1% remaining interest in the Company.~~

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 1. Business and Basis of Presentation

On September 9, 2021, the Company effected a 104,960.3836276-for-1 stock split of its Class A Common Stock and Class B Common Stock by way of a reclassification of its Class A Common Stock and Class B Common Stock (the “stock split”). The incremental par value of the newly issued shares was recorded with the offset to additional paid-in capital. All share and earnings per share information presented herein have been retroactively adjusted to reflect the stock split.

On June 18, 2020, the Company’s subsidiary, Jackson, announced that it had entered into a funds withheld coinsurance agreement with Athene Life Re Ltd. (“Athene”) effective June 1, 2020, to reinsure on a 100% quota share basis, a block of Jackson’s in-force fixed and fixed-index annuity product liabilities in exchange for a $1.2 billion ceding commission (the "Athene Reinsurance Agreement").

In addition, we entered into an investment agreement with Athene Life Re Ltd., pursuant to which Athene invested $500 million of capital in return for a 9.9% voting interest corresponding to a 11.1% economic interest in the Company. That investment was completed on July 17, 2020. In August 2020, the Company made a $500 million capital contribution to its subsidiary, Jackson. As of September 30, 2022, Athene retained a 9.0% voting interest and 9.0% economic interest.

~~We continue to monitor developments related to the COVID-19 pandemic. The COVID-19 pandemic caused significant economic and financial turmoil in the United States and around the world.~~ There has been a steady resumption of activity during 2022; however, at this time it is not possible to estimate the long-term effectiveness of any therapeutic treatments and vaccines for COVID-19, or their efficacy with respect to current or future variants or mutations of COVID-19, or the longer-term effects that the COVID-19 pandemic could have on our business. The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted. The Company implemented business continuity plans that already were in place to ensure the availability of services for our customers, work at home capabilities for our employees, where appropriate, and other ongoing risk management activities. The Company had employees, as needed or voluntarily, in our offices during this time, as permitted by local and state restrictions. The Company rolled out a broader “return to office plan” for all employees, and since September 2022, required some associates to return to the office five days a week. Employees below director level remain on an “office-centric” hybrid schedule between in-office and remote working arrangements.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, certain financial information that is normally included in annual financial statements prepared in accordance with U.S. GAAP, but not required for interim reporting purposes, has been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as filed with the SEC on March ~~7, 2022,~~1, 2023, (the ~~"2021~~"2022 Annual Report")., as recast in our Current Report on 8-K filed May 10, 2023, to reflect the adoption of the accounting standard discussed in the next paragraph. The condensed consolidated financial information as of December 31, ~~2021,~~2022, included herein, has been derived from the audited Consolidated Financial Statements, ~~in the 2021 Annual Report, although certain amounts have been reclassified to conform~~as so recast.

The Company adopted Accounting Standards Update (“ASU”) 2018-12, “Targeted Improvements to the ~~2022 presentation.~~Accounting for Long-Duration Contracts” (“LDTI”), effective January 1, 2023, with a transition date of January 1, 2021. See Note 2 of the Notes to Condensed Consolidated Financial Statements for further description of our adoption of LDTI.

Certain accounting policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in the Notes to Consolidated Financial Statements in the Company’s ~~2021~~2022 Annual ~~Report.~~Report, as recast in our Current Report on Form 8-K filed May 10, 2023. New accounting policies adopted for LDTI are included in Notes 7, 8, 9, 10, 11, and 12 to the Condensed Consolidated Financial Statements in this Form 10-Q.

In the opinion of management, these ~~financial statements~~Condensed Consolidated Financial Statements include all normal recurring adjustments necessary for a fair presentation of the Company’s results. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2022.~~2023. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of ~~the~~these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the use of estimates and assumptions about future events that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. Significant estimates or assumptions, as further discussed in the notes, include:

•Valuation of investments and derivative instruments, including fair values of securities deemed to be in an illiquid market and the determination of when an impairment is necessary;

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 1. Business and Basis of Presentation~~

•Assessments as to whether certain entities are ~~variable interest entities,~~VIEs, the existence of reconsideration events and the determination of which party, if any, should consolidate the entity;

•Assumptions impacting estimated future gross profits, including policyholder behavior, mortality rates, expenses, projected hedging costs, investment returns and policy crediting rates, used in the calculation of amortization of deferred acquisition costs;

•Assumptions used in calculating policy reserves and liabilities including policyholder behavior, mortality rates, expenses, investment returns and policy crediting rates;

•Assumptions as to future earnings levels being sufficient to realize deferred tax benefits;

•Estimates related to expectations of credit losses on certain financial assets and off-balance sheet exposures;

•Assumptions and estimates associated with the Company’s tax positions, including an estimate of the dividends received deduction, which impact the amount of recognized tax benefits recorded by the Company; ~~and~~

•Assumptions used in calculating market risk benefits including policyholder behavior, mortality rates, and capital market assumptions; and

•Assumptions impacting the ~~value of guaranteed benefits.~~expected term used amortizing deferred acquisition costs, including policyholder behavior and mortality rates.

These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other ~~factors deemed appropriate.~~appropriate factors. As facts and circumstances dictate, these estimates and assumptions may be adjusted. Since future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates, including those resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in the periods the estimates are changed.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 1. Business and Basis of Presentation

Revision of Prior Period Financial Statements

~~The~~In 2022, the Company identified errors related to the classification of certain balances and amounts in the line items of the ~~consolidated balance sheets~~Condensed Consolidated Balance Sheets and ~~consolidated income statements.~~Condensed Consolidated Income Statements. These errors resulted in the revision of balances and amounts related to deferred sales inducement assets, liabilities for certain life-contingent annuities, sub-advisor fee expenses, and other operating expense items that impacted previously issued ~~consolidated financial statements.~~Condensed Consolidated Financial Statements. The impact of these errors to the ~~current and the~~ prior periods' ~~consolidated financial statements~~Condensed Consolidated Financial Statements were not considered to be material and had no impact on shareholders' equity or net ~~income.~~income (loss). However, to improve the consistency and comparability of the financial statements, management revised the financial statements and related disclosures in this quarterly report. See Note 2022 to the Notes to Condensed Consolidated Financial Statements for details of the revisions.

2. New Accounting Standards

Changes in Accounting Principles – Adopted in Current Year

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“ASU”)~~ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The new guidance provides optional expedients for applying U.S. GAAP to contracts and other transactions affected by reference rate reform and is effective for contract modifications made between March 12, 2020 and December 31, 2022. If certain criteria are met, an entity will not be required to remeasure or reassess contracts impacted by reference rate reform. The practical expedient allowed by this standard was elected and is being applied prospectively by the Company as reference rate reform unfolds. The contracts modified to date met the criteria for the practical expedient and therefore had no material impact on the Company’s ~~consolidated financial statements.~~Condensed Consolidated Financial Statements. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments are effective for all entities as of December 21, 2022. The Company will continue to evaluate the impacts of reference rate reform on contract modifications and other transactions through December 31, ~~2022.~~

~~Changes in Accounting Principles – Issued but Not Yet Adopted~~2024.

In August 2018, the FASB issued ASU 2018-12, “Targeted Improvements to the Accounting for ~~Long-Duration~~Long Duration Contracts,” ("LDTI"), which ~~includes~~included changes to the existing recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. ~~ASU No. 2018-12 is~~The Company adopted LDTI effective January 1, 2023, with a transition date of January 1, 2021, using the modified retrospective transition method relating to liabilities for ~~fiscal years beginning after~~traditional and limited payment contracts and deferred policy acquisition costs associated therewith, and on a retrospective basis, in relation to market risk benefits ("MRBs").

Under the modified retrospective approach, the Company applied the guidance to contracts in force on the transition date on the basis of their existing carrying value, using updated future cash flow assumptions, and eliminated certain related amounts in accumulated other comprehensive income (loss) (“AOCI”). Under the full retrospective transition approach, the Company applied the guidance as of the transition date, using actual historical assumption information as of contract inception, as if the accounting principle had always been applied.

Amounts reported as of June 30, 2023 and December ~~15, 2022.~~31, 2022 and for the three and six months ended June 30, 2023 and 2022 within these Condensed Consolidated Financial Statements are accounted for and presented in accordance with U.S. GAAP reflecting the adoption of LDTI.

LDTI contains four significant changes:

1.Market risk benefits: market risk benefits (“MRBs”), a new term for certain contract features that provide for potential benefits in addition to the account balance that expose the Company to other-than-nominal market risk (for example, guaranteed benefits on annuity contracts, including guaranteed minimum withdrawal benefits and guaranteed minimum death benefits on variable annuities), are measured at fair value. Changes in fair value are recorded and presented separately within the income statement, with the exception of changes in fair value due to non-performance risk, which are recognized in other comprehensive income (loss) (“OCI”);

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

~~The amendments in ASU 2018-12 contain four significant changes:~~

1.~~Market risk benefits:~~ market risk benefits, a new term for certain contracts or features that provide for potential benefits in addition to the account balance which expose us to other than nominal market risk (for example, certain guaranteed benefits on annuity contracts, including guaranteed minimum withdrawal benefits and guaranteed minimum death benefits on variable annuities), will be measured at fair value. Changes in fair value will be recorded and presented separately within the income statement, with the exception of changes in fair value due to instrument-specific credit risk, which will be recognized in other comprehensive income (loss) (“OCI”). See Note 10 for more information regarding guaranteed benefits;

2.Deferred acquisition costs:deferred acquisition costs (“DAC”) ~~will be~~are amortized on a constant-level basis, independent of profitability onof the underlying business;

3.Liability for future policy benefits: annual review and, if necessary, update of cash flow assumptions used to measure the liability for future policy benefits for nonparticipating traditional and limited-payment insurance contracts ~~will be~~is required. These liabilities ~~will be~~are discounted using an upper-medium grade fixed income instrument yield which ~~will be~~is updated quarterly, with related changes in the liability recognized in OCI; and

4.Enhanced disclosures: enhanced disclosures, including disaggregated roll-forwards of certain balance sheet accounts that provide information about actual and expected cash flows, as well as information about significant inputs, judgments, assumptions and methods used in measurement, ~~will be~~are required. The enhanced disclosures are intended to improve the ability of users of the financial statements to evaluate the timing, amount, and uncertainty of cash flows arising from long-duration contracts.

The ~~Company will adopt~~adoption of LDTI resulted in a decrease in total equity of $3.0 billion as of the ~~standard effective January 1, 2023, with a~~ transition date of January 1, 2021, ~~using~~comprised of a ~~modified retrospective approach, except~~reduction in AOCI of $0.4 billion and a reduction in retained earnings of $2.6 billion. The primary drivers for this impact to total equity included:

1.the classification of certain benefits as market risk benefits, ~~for~~ which we will apply a full retrospective transition approach. Under the modified retrospective approach, the Company will apply the guidance to contracts in force on the transition date on the basis of their existing carryingwere remeasured at fair value using updated future cash flow assumptions, and eliminate certain related amounts in accumulated other comprehensive income (loss) (“AOCI”). Under the full retrospective transition approach, the Company will apply the guidance as of the ~~earliest period presented, using actual historical experience information as of contract inception, as if the accounting principle had always been applied.~~

In accordance with its established governance framework, the Company continues to progress with implementation efforts including determining significant accounting policy decisions, modifying actuarial valuation models, revising reporting processes, and updating internal controls over financial reporting.

Given the nature and extent of the required changes, the adoption of this standard is expected to have a significant impact on the Company’s consolidated financial statements and disclosures. Based upon the elected transition ~~methods, the Company currently estimates the adoption of the standard will result in a decrease of between approximately $2 billion and $4 billion~~date. The resulting change in the ~~Company’s total equity~~value of these benefits at the transition date, ~~of January 1, 2021. This estimate is based on the economic conditions experienced at the transition date.~~

~~The most significant drivers~~net of the ~~transition adjustment are expected to be:~~

•related deferred tax effect, is recognized in retained earnings, with the exception of the cumulative effect of changes toin non-performance risk, net of the measurement of certain benefits currently accounted for as insurance benefits (e.g., guaranteed minimum death benefits on variable annuities) which will be classified as market risk benefits upon adoption and remeasured at fair value, the impact ofrelated deferred tax effect, which is ~~highly dependent on market conditions, including interest rates;~~recognized in AOCI;

•2.changes to the discount rate used to measure liabilities for future policyholder benefits ~~that will be~~which, under LDTI, are remeasured each reporting period using current upper-medium grade fixed-income instrument yields, which are generally considered to be those on single-A rated public corporate ~~debt;~~debt. The cumulative effect of the remeasurement of these liabilities using the transition date discount rate, net of the related deferred tax effect, is recognized in AOCI; and

•3.the removal of certain ~~balances~~shadow adjustments previously recorded in AOCI related to ~~changes~~the impact of unrealized gains (losses) on investments that were included in ~~unrealized appreciation (depreciation)~~the estimated gross profit amortization calculation for deferred acquisition costs, which are no longer recognized upon the adoption of LDTI.

The following table presents the effect of transition adjustments on ~~investments.~~shareholders' equity due to the adoption of LDTI (in millions):


	January 1, 2021
			Accumulated other
	Retained earnings		comprehensive income
Deferred acquisition costs	$	—	$	106
Reinsurance recoverable on market risk benefits	—		(34)
Reserves for future policy benefits and claims payable	97		141
Market risk benefits	(2,700)		(598)
Total	$	(2,603)	$	(385)

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~3. Segment Information~~2. New Accounting Standards

The following table presents amounts previously reported as of December 31, 2020, to reflect the effect of the change due to the adoption of LDTI, and the adjusted amounts as of January 1, 2021 (in millions):


	As Previously		Effect of		As of
	Reported		Changes		1/1/2021
Assets












Deferred acquisition costs	$	13,897	$	146	$	14,043
Reinsurance recoverable, net of allowance for credit losses	35,270		(154)		35,116
Reinsurance recoverable on market risk benefits, at fair value	—		471		471
Market risk benefit assets, at fair value	—		690		690
Deferred income taxes, net	1,058		824		1,882
Other assets	1,179		2		1,181

Total assets	$	353,532	$	1,979	$	355,511

Liabilities and Equity
Liabilities
Reserves for future policy benefits and claims payable	$	22,512	$	(5,716)	$	16,796
Other contract holder funds	63,592		(7)		63,585
Market risk benefit liabilities, at fair value	—		10,690		10,690









Total liabilities	343,609		4,967		348,576

Equity





Accumulated other comprehensive income, net of tax expense	3,821		(385)		3,436
Retained earnings	(324)		(2,603)		(2,927)


Total equity	9,923		(2,988)		6,935
Total liabilities and equity	$	353,532	$	1,979	$	355,511

Liability for future policy benefits

For the liability for future policy benefits, the net transition adjustment is related to the difference in the discount rate used pre-transition and the discount rate at January 1, 2021. The discount rate used to measure the liability at transition was generally lower than the rates used to measure the liability prior to the adoption of LDTI. Additionally, at transition, where net premiums exceeded gross premiums at the cohort level, the Company set net premiums equal to gross premiums and recognized the resulting increase in the liability for future policy benefits as an adjustment to opening retained earnings.

The following table presents the impact of the adoption of LDTI, as of the transition date, on reserves for future policy benefits and claims payable (in millions):


	Payout		Closed		Closed
	Annuities		Block Life		Block Annuity		Total
Reserves for future policy benefits at December 31, 2020	$	1,148	$	5,809	$	5,328	$	12,285
Adjustment for loss contracts under the modified retrospective approach	4		15		18		37
Effect of remeasurement of liability at current discount rate	143		560		997		1,700
Reserves for future policy benefits at January 1, 2021	$	1,295	$	6,384	$	6,343	$	14,022
Other future policy benefits and claims payable							2,774
Reserves for future policy benefits and claims payable at January 1, 2021							$	16,796

The following table presents the transition date reclassifications and adjustments to reserves for future policy benefits by category resulting from the adoption of LDTI (in millions):


	Reserve for future policy benefits		Other (1)		Total
Reserve for future policy benefits and claims payable at December 31, 2020	$	12,285	$	10,227	$	22,512
Adjustments for LDTI transition	1,737		(7,453)		(5,716)
Reserve for future policy benefits and claims payable at January 1, 2021	$	14,022	$	2,774	$	16,796

(1) Includes variable annuity embedded derivatives that were reclassed to market risk benefits.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

The following table presents the impact of the adoption of LDTI, as of the transition date, on Closed Block Life additional liabilities for universal life-type contracts (in millions):


	Closed Block Life
Balance, December 31, 2020	$	1,157
Adjustment for reversal of AOCI adjustments	28
Adjustment for cumulative effect of adoption of LDTI	—
Balance, January 1, 2021	$	1,185

Market risk benefits

For MRBs, the net transition adjustment relates to the measurement of certain guaranteed benefit features at fair value that were previously measured using an insurance accrual model. The measurement of these features at fair value includes use of generally lower discount rates and lower assumed future fund performance relative to their previous measurement, as well as inclusion of risk margins, all of which lead to a generally higher fair value balance relative to the carrying value prior to transition to LDTI.

The transition adjustment to AOCI for MRBs relates to the effect of changes in the non-performance risk between the contract issuance date and the transition date. The remaining difference between the carrying value of these contract features under the insurance accrual model prior to transition to LDTI and the fair value measured at transition was recorded as an adjustment to retained earnings as of the transition date.

The following table presents the impact of the adoption of LDTI, as of the transition date, on MRBs, net (in millions):


	Variable		Other
	Annuities		Product Lines		Total
Balance, December 31, 2020 - Carrying amount of MRBs under prior guidance	$	7,306	$	74	$	7,380
Adjustment for reversal of AOCI adjustments	(27)		(48)		(75)
Cumulative effect of the changes in non-performance risk between the original contract issuance date and the transition date	(743)		(6)		(749)
Remaining cumulative difference (exclusive of non-performance risk change) between 12/31/20 carrying amount and fair value measurement for the MRBs	3,372		72		3,444
Balance, January 1, 2021 - Market risk benefits, net, at fair value	$	9,908	$	92	$	10,000

Deferred acquisition costs

For DAC, at transition to LDTI, the Company removed shadow adjustments previously recorded in AOCI for the impact of unrealized gains and losses that were included in the estimated gross profit amortization calculation prior to the adoption of LDTI.

The following table presents the impact of the adoption of LDTI, as of the transition date, on DAC (in millions):


	Variable		Other
	Annuities		Product Lines		Total
Balance, December 31, 2020 - Deferred acquisition costs	$	13,725	$	172	$	13,897
Adjustment for reversal of AOCI adjustments	151		(5)		146
Balance, January 1, 2021 - Deferred acquisition costs	$	13,876	$	167	$	14,043

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

Reinsurance recoverable

The following table presents the impact of the adoption of LDTI, as of the transition date, on reinsurance recoverable (in millions):


	Total
Balance, December 31, 2020	$	35,270
Reclass of carrying amount of MRBs under prior guidance	(407)
Adjustment for loss contracts under the modified retrospective approach	—
Effect of remeasurement of liability at current discount rate	253
Balance, January 1, 2021	$	35,116

The following table presents the impact of the adoption of LDTI, as of the transition date, on reinsurance recoverable on market risk benefits at fair value (in millions):


	Variable		Other
	Annuities		Product Lines		Total
Balance, December 31, 2020 - Carrying amount of MRBs under prior guidance	$	340	$	67	$	407
Adjustment for reversal of AOCI adjustments	—		(47)		(47)
Cumulative difference between 12/31/2020 carrying amount and fair value measurement for the MRBs	28		83		111
Balance, January 1, 2021 - Reinsurance recoverable on market risk benefits at fair value	$	368	$	103	$	471

TheadoptionofLDTIresulted in an increase in net income attributable to Jackson Financial of $360 million and $529 million for the three and six months ended June 30, 2022, respectively, and also resulted in an increase in total equity of $223 million for the year endedDecember 31, 2022.

The following table presents amounts previously reported in the Consolidated Balance Sheets as of December 31, 2022, to reflect the effect of the change due to the adoption of LDTI, and the adjusted amounts as of December 31, 2022 (in millions):


	As Previously				As Adjusted
	Reported		Effect of		As of
	December 31, 2022		Changes		December 31, 2022
Assets
Deferred acquisition costs	$	13,422	$	(499)	$	12,923
Reinsurance recoverable, net of allowance for credit losses	29,641		(595)		29,046
Reinsurance recoverable on market risk benefits, at fair value	—		221		221
Market risk benefit assets, at fair value	—		4,865		4,865
Deferred income taxes, net	385		(65)		320
Other assets	946		(2)		944
Total assets	$	311,058	$	3,925	$	314,983

Liabilities and Equity
Liabilities
Reserves for future policy benefits and claims payable	$	14,273	$	(1,955)	$	12,318
Other contract holder funds	58,195		(5)		58,190
Market risk benefit liabilities, at fair value	—		5,662		5,662
Total liabilities	301,903		3,702		305,605

Equity
Accumulated other comprehensive income, net of tax expense	(5,481)		2,103		(3,378)
Retained earnings	8,283		(1,880)		6,403
Total equity	9,155		223		9,378
Total liabilities and equity	$	311,058	$	3,925	$	314,983

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

The following table presents amounts previously reported in Condensed Consolidated Income Statements as revised (see Note 22- Revision and Reclassifications of Prior Period Financial Statements for further details) for the three and six months ended June 30, 2022, to reflect the effect of the change due to the adoption of LDTI, and the adjusted amounts (in millions):


	As revised				As Adjusted
	Three Months Ended		Effect of		Three Months Ended
	June 30, 2022		Changes		June 30, 2022
Revenues









Total net gains (losses) on derivatives and investments	$	3,867	$	148	$	4,015

Total revenues	6,546		148		6,694

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	923		(649)		274
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		14		14
Market risk benefits (gains) losses, net	—		1,184		1,184
Interest credited on other contract holder funds, net of deferrals and amortization	208		1		209



Amortization of deferred acquisition costs	1,197		(890)		307
Total benefits and expenses	2,895		(340)		2,555
Pretax income (loss)	3,651		488		4,139
Income tax expense (benefit)	717		128		845
Net income (loss)	2,934		360		3,294

Net income (loss) attributable to Jackson Financial Inc.	$	2,903	$	360	$	3,263

Earnings per share
Basic	$	33.77	$	4.19	$	37.96
Diluted	$	32.56	$	4.03	$	36.59


	As revised				As Adjusted
	Six Months Ended		Effect of		Six Months Ended
	June 30, 2022		Changes		June 30, 2022
Revenues









Total net gains (losses) on derivatives and investments	$	5,472	$	(1,995)	$	3,477

Total revenues	10,910		(1,995)		8,915

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	1,504		(930)		574
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		29		29
Market risk benefits (gains) losses, net	—		(723)		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	404		2		406



Amortization of deferred acquisition costs	1,712		(1,088)		624
Total benefits and expenses	4,873		(2,710)		2,163
Pretax income (loss)	6,037		715		6,752
Income tax expense (benefit)	1,047		186		1,233
Net income (loss)	4,990		529		5,519

Net income (loss) attributable to Jackson Financial Inc.	$	4,928	$	529	$	5,457

Earnings per share
Basic	$	56.87	$	6.11	$	62.98
Diluted	$	54.72	$	5.88	$	60.60

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

The following table presents amounts previously reported in Condensed Consolidated Statements of Comprehensive Income (Loss) as revised (see Note 22- Revision and Reclassifications of Prior Period Financial Statements for further details) for the three and six months ended June 30, 2022, to reflect the effect of the change due to the adoption of LDTI, and the adjusted amounts (in millions):


	As Revised				As Adjusted
	Three Months Ended		Effect of		Three Months Ended
	June 30, 2022		Changes		June 30, 2022
Net income (loss)	$	2,934	$	360	$	3,294

Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on securities with no credit impairment, net of tax expense (benefit)	(2,791)		(97)		(2,888)

Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit)	—		463		463
Change in non-performance risk on market risk benefits, net of tax expense (benefit)	—		797		797
Total other comprehensive income (loss)	(2,783)		1,163		(1,620)


Comprehensive income (loss) attributable to Jackson Financial Inc.	$	120	$	1,523	$	1,643


	As Revised				As adjusted
	Six Months Ended		Effect of		Six Months Ended
	June 30, 2022		Changes		June 30, 2022
Net income (loss)	$	4,990	$	529	$	5,519

Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on securities with no credit impairment, net of tax expense (benefit)	(5,488)		(226)		(5,714)

Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit)	—		1,062		1,062
Change in non-performance risk on market risk benefits, net of tax expense (benefit)	—		1,531		1,531
Total other comprehensive income (loss)	(5,466)		2,367		(3,099)


Comprehensive income (loss) attributable to Jackson Financial Inc.	$	(538)	$	2,896	$	2,358

The adoption of LDTI did not affect the previously reported as revised (see Note 22- Revision and Reclassifications of Prior Period Financial Statements for further details) totals for net cash flows provided by (used in) operating, investing, or financing activities, but did affect the following components of net cash flows provided by (used in) operating activities:


	As Revised				As Adjusted
	Six Months Ended		Effect of		Six Months Ended
	June 30, 2022		Changes		June 30, 2022
Cash flows from operating activities:
Net income (loss)	$	4,990	$	529	$	5,519
Adjustments to reconcile net income to net cash provided by operating activities:
Net losses (gains) on derivatives	(3,492)		1,995		(1,497)
Net (gain) loss on market risk benefits	—		(723)		(723)
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		29		29
Interest credited on other contract holder funds, gross	404		2		406
Deferred income tax expense (benefit)	1,075		186		1,261
Change in deferred acquisition costs	1,363		(1,088)		275
Change in funds withheld, net of reinsurance	(90)		314		224
Change in other assets and liabilities, net	(29)		(1,244)		(1,273)
Total adjustments	(769)		(529)		(1,298)
Net cash provided by (used in) operating activities	$	2,052	$	—	$	2,052

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 2. New Accounting Standards

In addition, information regarding periods ended on or before December 31, 2022 presented in the following Notes to the Condensed Consolidated Financial Statements has been recast to reflect the adoption of LDTI: Notes 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 19, 20, 21, and 22.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors, and instead requires an entity to evaluate whether a modification represents a new loan or a continuation of an existing loan. The amendments also enhance disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. New guidance for vintage disclosures requires that current-period gross write-offs be disclosed by year of origination for financing receivables and net investments in leases that fall within scope of the current expected credit loss model. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Updates should be applied prospectively. However, an entity has the option to apply the modified retrospective method related to the recognition and measurements of troubled debt restructurings. ~~Early adoption is permitted. The~~Effective January 1, 2023, the Company ~~does~~adopted ASU 2022-02, which did not ~~anticipate~~have a ~~significant~~material impact ~~when adopting~~to the ~~new guidance and does not plan to early adopt.~~Condensed Consolidated Financial Statements.

3. Segment Information

The Company has three reportable ~~segments consisting of~~segments: Retail Annuities, Institutional Products, and Closed Life and Annuity ~~Block, plus its~~Block. The Company reports certain activities and items that are not included in these reportable segments, including the results of PPM Holdings, Inc., the holding company of PPM, which manages the majority of the Company’s general account investment portfolio, in Corporate and ~~Other segment. These~~Other. The reportable segments reflect how the Company’s chief operating decision maker views and manages the business. The following is a brief description of the Company’s reportable ~~segments.~~segments, plus its Corporate and Other segment.

Retail Annuities

The Company’s Retail Annuities segment offers a variety of retirement income and savings products through its diverse suite of products, consisting primarily of variable annuities, fixed index annuities, fixed annuities, ~~immediate~~ payout annuities, and registered index-linked annuities ("RILA"). These products are distributed through various wirehouses, insurance brokers and independent broker-dealers, as well as through banks and financial institutions, primarily to ~~high net~~high-net worth investors and the mass and affluent markets.

The Company’s variable annuities represent an attractive option for retirees and soon-to-be retirees, providing access to equity market appreciation and add-on benefits, including guaranteed lifetime income. A fixed index annuity is designed for investors who desire principal protection with the opportunity to participate in capped upside investment returns linked to a reference market index. The Company also provides access to guaranteed lifetime income as an add-on benefit. A fixed annuity is a guaranteed product designed to build wealth without market exposure, through a crediting rate that is likely to be superior to interest rates offered from banks or money market funds. A RILA ~~product~~ offers customers exposure to market returns through market index-linked investment options, subject to a cap, and offers a variety of guarantees designed to modify or limit losses.

The financial results of the variable annuity business within the Company’s Retail Annuities segment are largely dependent on the performance of the contract holder account value, which impacts both the level of fees collected and the benefits paid to the contract holder. The financial results of the Company’s fixed annuities, including the fixed ~~portion of its~~option on variable ~~annuity,~~annuities, RILA and fixed index annuities, are largely dependent on the Company’s ability to earn a spread between earned investment rates on general account assets and the interest credited to contract holders.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information

Institutional Products

The Company’s Institutional Products ~~consist~~segment consists of traditional Guaranteed Investment Contracts ~~(GICs)~~("GICs"), funding agreements (including agreements issued in conjunction with the Company’s participation in the U.S. Federal Home Loan Bank ("FHLB") program) and medium-term note funding agreements. The Company’s GIC products are marketed to defined contribution pension and profit-sharing retirement plans. Funding agreements are marketed to institutional investors, including corporate cash accounts and securities lending funds, as well as money market funds, and are issued to the FHLB in connection with its program.

The financial results of the Company’s institutional products business are primarily dependent on the Company’s ability to earn a spread between earned investment rates on general account assets and the interest credited on GICs and funding agreements.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information~~

Closed Life and Annuity Blocks

The Company's Closed Life and Annuity Blocks segment is primarily composed of blocks of business that have been acquired since 2004. ~~The~~This segment includes various protection products, primarily whole life, universal life, variable universal life, and term life insurance products, as well as fixed, fixed index, and payout annuities. The Closed Life and Annuity Blocks segment also includes a block of group payout annuities that we assumed from John Hancock Life Insurance Company (USA) ~~(“John Hancock”)~~ and John Hancock Life Insurance Company of New York ~~(“John Hancock NY”)~~ through reinsurance transactions in 2018 and 2019, respectively. The Company historically offered traditional and interest-sensitive life insurance products but discontinued new sales of life insurance products in 2012, as we believe opportunistically acquiring mature blocks of life insurance policies iswas a more efficient means of diversifying our in-force business than selling new life insurance products.

The profitability of the Company’s Closed Life and Annuity Blocks segment is largely driven by its historical ability to appropriately price its products and purchase appropriately priced blocks of business, as realized through underwriting, expense and net gains (losses) on derivatives and investments, and the ability to earn an assumed rate of return on the assets supporting that business.

Corporate and Other

The Company’s Corporate and Other segment primarily consists of the operations of its investment management subsidiary, PPM, VIE’s, and unallocated corporate income and expenses. The Corporate and Other segment also includes certain eliminations and consolidation adjustments.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information

Segment Performance Measurement

Segment operating revenues and pretax adjusted operating earnings are non-GAAP financial measures that management believes are critical to the evaluation of the financial performance of the Company’s segments. The Company uses the same accounting policies and procedures to measure segment pretax adjusted operating earnings as used in its reporting of consolidated net income. ~~Pretax~~Its primary measure is pretax adjusted operating earnings, which is defined as net income recorded in accordance with U.S. GAAP, excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP, or that are non-recurring in nature, as well as certain other revenues and expenses that are not considered ~~drivers of~~to drive underlying performance. Operating revenues and pretax adjusted operating earnings should not be used as a substitute for revenues and net income as calculated in accordance with U.S. GAAP.

Pretax adjusted operating earnings equals net income adjusted to eliminate the impact of the following items:

1.~~Guaranteed Benefits and~~Net Hedging Results: ~~the~~Comprised of: (i) fees attributed to guaranteed benefits, the associated movements in optional guaranteed benefit liabilities and related claims and benefit payments are excluded from pretax adjusted operating earnings, as we believe this approach appropriately removes the impact to both revenue and related expenses associated with the guaranteed benefit features that are offered for certain of our variable annuities and fixed index annuities and gives investors a better picture of what is driving our underlying performance. This adjustment includes the following components:

•~~Fees Attributable to Guarantee Benefits~~: fees earned in conjunction with guaranteed benefit features offered for certain of our variable annuities and fixed index annuities are set at a level intended to mitigate the cost of hedging and funding the liabilities associated with such guaranteed benefit features. The full amount of the fees attributable to guaranteed benefit features have been excluded from pretax adjusted operating earnings as the related net movements in freestanding derivatives and net reserve and embedded derivative movements, as described below, have been excluded from pretax adjusted operating earnings. This adjusted presentation of our earnings is intended to directly align revenue and related expenses associated with the guaranteed benefit features;

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information~~

•Net Movement in Freestanding Derivatives, except earned income (periodic settlements and changes in settlement accruals) on derivatives that are hedges of investments, but do not qualify for hedge accounting treatment:benefits; (ii) changes in the fair value of ~~our~~ freestanding derivatives used to manage the risk associated with ~~our life~~market risk benefits and ~~annuity~~other guaranteed benefit features; (iii) the movements in reserves, ~~including those arising from the~~market risk benefits, guaranteed benefit features ~~offered~~accounted for ~~certain~~as embedded derivative instruments, and related claims and benefit payments; (iv) amortization of ~~our variable annuities~~the balance of unamortized deferred acquisition costs at the date of transition to current LDTI accounting guidance on January 1, 2021 associated with items excluded from pretax adjusted operating earnings prior to transition; and ~~fixed index annuities.~~(v) the impact on the valuation of Guaranteed Benefits and Net ~~movements~~Hedging Results arising from changes in ~~freestanding derivatives have been~~underlying actuarial assumptions. These items are excluded from pretax adjusted operating earnings as ~~the market value of these derivatives~~they may vary significantly from period to period ~~as a result of~~due to near-term market conditions and therefore are not directly comparable or reflective of the underlying performance of our ~~business;~~

•business. We believe this approach appropriately removes the impact to both revenue and related expenses associated with Guaranteed Benefits and Net ~~Reserve~~Hedging Results and ~~Embedded Derivative Movements:~~ ~~changes in~~provides investors a better picture of the valuation of certain life and annuity reserves, a portion of which are accounted for as embedded derivative instruments, and which are primarily composed of variable and fixed index annuity reserves, including those arising from the guaranteed benefit features offered for certaindrivers of our variable annuities. Net reserve and embedded derivative movements have been excluded from pretax adjusted operating earnings as the carrying values of these derivatives may vary significantly from period to period as the result of near-term market conditions and policyholder behavior-related inputs and therefore are not directly comparable or reflective of the underlying performance of our business. Movements in reserves attributable to the current period claims and benefit payments in excess of a customer’s account value on these policies are also excluded from pretax adjusted operating earnings as these benefit payments are affected by near-term market conditions and policyholder behavior-related inputs and therefore may vary significantly from period to period;

•~~DAC and Deferred Sales Inducements ("DSI") Impact:~~ ~~amortization of deferred acquisition costs and deferred sales inducements associated with the items excluded from pretax adjusted operating earnings;~~

•~~Assumption changes~~: ~~the impact on the valuation of Net Derivative and Reserve Movements, including amortization of DAC, arising from changes in underlying actuarial assumptions on an annual basis;~~performance.

2.Net Realized Investment Gains and ~~Losses including change in fair value of funds withheld embedded derivative:~~ Losses: Comprised of: (i) realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading ~~portfolio, as well as~~portfolio; and (ii) impairments of securities, after adjustment for the non-credit component of the impairment ~~charges~~charges. These items are excluded from pretax adjusted operating earnings as they may vary significantly from period to period due to near-term market conditions and therefore are not directly comparable or reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

3. Change in Value of Funds Withheld Embedded Derivative and Net Investment Income on Funds Withheld Assets: Comprised of: (i) the change in fair value of funds withheld embedded ~~derivative related to the Athene Reinsurance Transaction;~~

3.~~Loss on Athene Reinsurance Transaction:~~ ~~includes contractual ceding commission, cost of reinsurance write-off~~derivatives; and ~~DAC and DSI write-off related to the Athene Reinsurance Transaction;~~

4.~~Net investment income on funds withheld assets: includes~~(ii) net investment income on funds withheld assets related to funds withheld reinsurance ~~transactions;~~transactions. These items are excluded from pretax adjusted operating earnings as they are not reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

5.4. Other ~~items~~items: ~~: one-time or other non-recurring items, such as costs relating to the Demerger and our separation from Prudential,~~Comprised of: (i) the impact of ~~discontinued operations and~~ investments that are consolidated onin our financial statements due to U.S. GAAP accounting requirements, such as our investments in collateralized loan obligations ("CLOs"), but for which the consolidation effects are not ~~aligned~~consistent with our economic interest or exposure to those ~~entities.~~entities, and (ii) one-time or other non-recurring items. These items are excluded from pretax adjusted operating earnings as they are not reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the Company uses an estimated annual effective tax rate ("ETR") in computing its tax provision including consideration of discrete items.5. Income taxes.

1419

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information

Set forth in the tables below is certain information with respect to the Company’s segments, as described above (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


Three Months Ended September 30, 2022		Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Three Months Ended June 30, 2023												Three Months Ended June 30, 2023	Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Operating Revenues	Operating Revenues											Operating Revenues
Fee income	Fee income	$	1,002	$	—	$	118	$	13	$	1,133	Fee income	$	1,002	$	—	$	116	$	13	$	1,131
Premiums	Premiums	3		—		36		—		39		Premiums	6		—		49		—		55
Net investment income	Net investment income	72		80		166		22		340		Net investment income	130		119		175		11		435
Income (loss) on operating derivatives	Income (loss) on operating derivatives	2		(8)		7		2		3		Income (loss) on operating derivatives	(12)		(13)		(14)		(4)		(43)
Other income	Other income	11		—		8		—		19		Other income	10		—		6		3		19
Total Operating Revenues	Total Operating Revenues	1,090		72		335		37		1,534		Total Operating Revenues	1,136		106		332		23		1,597

Operating Benefits and Expenses	Operating Benefits and Expenses											Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	5		—		176		—		181		Death, other policy benefits and change in policy reserves, net of deferrals	12		—		154		—		166
(Gain) loss from updating future policy benefits cash flow assumptions, net												(Gain) loss from updating future policy benefits cash flow assumptions, net	—				11		—		11
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	72		51		101		—		224		Interest credited on other contract holder funds, net of deferrals and amortization	96		84		115		—		295
Interest expense	Interest expense	8		—				21		29		Interest expense	32		4		—		22		58
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	541		1		22		28		592		Operating costs and other expenses, net of deferrals	529		1		42		48		620
Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	100		—		3		1		104		Amortization of deferred acquisition costs	139		—		3		—		142
Total Operating Benefits and Expenses	Total Operating Benefits and Expenses	726		52		302		50		1,130		Total Operating Benefits and Expenses	808		89		325		70		1,292

Pretax Adjusted Operating Earnings	Pretax Adjusted Operating Earnings	$	364	$	20	$	33	$	(13)	$	404	Pretax Adjusted Operating Earnings	$	328	$	17	$	7	$	(47)	$	305


Three Months Ended September 30, 2021		Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Three Months Ended June 30, 2022												Three Months Ended June 30, 2022	Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Operating Revenues	Operating Revenues											Operating Revenues
Fee income	Fee income	$	1,194	$	—	$	123	$	15	$	1,332	Fee income	$	1,034	$	—	$	119	$	14	$	1,167
Premiums	Premiums	2		—		39		—		41		Premiums	—		—		35		—		35
Net investment income	Net investment income	180		69		245		(23)		471		Net investment income	113		72		167		9		361
Income (loss) on operating derivatives	Income (loss) on operating derivatives	13		(1)		18		8		38		Income (loss) on operating derivatives	7		(4)		13		8		24
Other income	Other income	12		—		7		(2)		17		Other income	11		—		9		1		21
Total Operating Revenues	Total Operating Revenues	1,401		68		432		(2)		1,899		Total Operating Revenues	1,165		68		343		32		1,608

Operating Benefits and Expenses	Operating Benefits and Expenses											Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	38		—		216		—		254		Death, other policy benefits and change in policy reserves, net of deferrals	16		—		194		—		210
(Gain) loss from updating future policy benefits cash flow assumptions, net												(Gain) loss from updating future policy benefits cash flow assumptions, net	1		—		14		—		15
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	56		47		106		—		209		Interest credited on other contract holder funds, net of deferrals and amortization	61		47		101		—		209
Interest expense	Interest expense	6		(2)		—		2		6		Interest expense	6		—		—		18		24
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	614		2		38		31		685		Operating costs and other expenses, net of deferrals	515		2		19		6		542
Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	160		—		4		10		174		Amortization of deferred acquisition costs	141		—		3		—		144
Total Operating Benefits and Expenses	Total Operating Benefits and Expenses	874		47		364		43		1,328		Total Operating Benefits and Expenses	740		49		331		24		1,144

Pretax Adjusted Operating Earnings	Pretax Adjusted Operating Earnings	$	527	$	21	$	68	$	(45)	$	571	Pretax Adjusted Operating Earnings	$	425	$	19	$	12	$	8	$	464

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information


Nine Months Ended September 30, 2022		Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Six Months Ended June 30, 2023												Six Months Ended June 30, 2023	Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Operating Revenues	Operating Revenues											Operating Revenues
Fee income	Fee income	$	3,144	$	—	$	358	$	43	$	3,545	Fee income	$	1,977	$	—	$	233	$	26	$	2,236
Premiums	Premiums	6		—		108		—		114		Premiums	10		—		72		—		82
Net investment income	Net investment income	299		216		522		65		1,102		Net investment income	266		221		352		33		872
Income (loss) on operating derivatives	Income (loss) on operating derivatives	20		(13)		35		20		62		Income (loss) on operating derivatives	(22)		(25)		(24)		(8)		(79)
Other income	Other income	33		—		25		2		60		Other income	19		—		10		5		34
Total Operating Revenues	Total Operating Revenues	3,502		203		1,048		130		4,883		Total Operating Revenues	2,250		196		643		56		3,145

Operating Benefits and Expenses	Operating Benefits and Expenses											Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	54		—		636		—		690		Death, other policy benefits and change in policy reserves, net of deferrals	(3)		—		317		—		314
(Gain) loss from updating future policy benefits cash flow assumptions, net												(Gain) loss from updating future policy benefits cash flow assumptions, net	(2)		—		27		—		25
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	191		137		300		—		628		Interest credited on other contract holder funds, net of deferrals and amortization	194		160		226		—		580
Interest expense	Interest expense	19		—				54		73		Interest expense	49		8		—		44		101
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	1,648		4		74		74		1,800		Operating costs and other expenses, net of deferrals	1,051		2		81		102		1,236
Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	602		—		7		18		627		Amortization of deferred acquisition costs	277		—		5		—		282
Total Operating Benefits and Expenses	Total Operating Benefits and Expenses	2,514		141		1,017		146		3,818		Total Operating Benefits and Expenses	1,566		170		656		146		2,538

Pretax Adjusted Operating Earnings	Pretax Adjusted Operating Earnings	$	988	$	62	$	31	$	(16)	$	1,065	Pretax Adjusted Operating Earnings	$	684	$	26	$	(13)	$	(90)	$	607


Nine Months Ended September 30, 2021		Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Six Months Ended June 30, 2022												Six Months Ended June 30, 2022	Retail Annuities		Institutional Products		Closed Life and Annuity Blocks		Corporate and Other		Total Consolidated
Operating Revenues	Operating Revenues											Operating Revenues
Fee income	Fee income	$	3,433	$	—	$	371	$	49	$	3,853	Fee income	$	2,142	$	—	$	240	$	30	$	2,412
Premiums	Premiums	15		—		110		—		125		Premiums	3		—		72		—		75
Net investment income	Net investment income	541		189		723		9		1,462		Net investment income	227		136		356		43		762
Income (loss) on operating derivatives	Income (loss) on operating derivatives	42		(1)		56		20		117		Income (loss) on operating derivatives	18		(5)		28		18		59
Other income	Other income	35		—		29		6		70		Other income	22		—		17		2		41
Total Operating Revenues	Total Operating Revenues	4,066		188		1,289		84		5,627		Total Operating Revenues	2,412		131		713		93		3,349

Operating Benefits and Expenses	Operating Benefits and Expenses											Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	90		—		629		—		719		Death, other policy benefits and change in policy reserves, net of deferrals	48		—		419		—		467
(Gain) loss from updating future policy benefits cash flow assumptions, net												(Gain) loss from updating future policy benefits cash flow assumptions, net	(2)		—		32		—		30
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	168		147		315		—		630		Interest credited on other contract holder funds, net of deferrals and amortization	118		86		202		—		406
Interest expense	Interest expense	17		—		—		2		19		Interest expense	11		—		—		33		44
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	1,780		4		131		111		2,026		Operating costs and other expenses, net of deferrals	1,107		3		51		46		1,207
Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	232		—		11		25		268		Amortization of deferred acquisition costs	280		—		6		—		286
Total Operating Benefits and Expenses	Total Operating Benefits and Expenses	2,287		151		1,086		138		3,662		Total Operating Benefits and Expenses	1,562		89		710		79		2,440

Pretax Adjusted Operating Earnings	Pretax Adjusted Operating Earnings	$	1,779	$	37	$	203	$	(54)	$	1,965	Pretax Adjusted Operating Earnings	$	850	$	42	$	3	$	14	$	909

Intersegment eliminations in the above tables are included in the Corporate and Other segment. These include the elimination of investment income, ~~net of deferred acquisition costs amortization,~~ between Retail Annuities and the Corporate and Other segments, as well as the elimination from fee income and investment income of investment fees paid by Jackson to its affiliate PPM, which were ~~$18~~$19 million and ~~$17~~$18 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~,2022, respectively, and $5237 million and ~~$52~~$34 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information

The following table summarizes the reconciling items from the non-GAAP measure of operating revenues to the U.S. GAAP measure of total revenues attributable to the Company (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Total operating revenues	Total operating revenues	$	1,534	$	1,899	$	4,883	$	5,627	Total operating revenues	$	1,597	$	1,608	$	3,145	$	3,349
Fees attributed to variable annuity benefit reserves		771		728		2,300		2,101
Fees attributed to guarantee benefit reserves										Fees attributed to guarantee benefit reserves	781		765		1,561		1,529
Net gains (losses) on derivatives and investments	Net gains (losses) on derivatives and investments	1,416		(1,418)		6,829		(1,311)		Net gains (losses) on derivatives and investments	(2,205)		3,991		(5,567)		3,418
Net investment income (loss) related to noncontrolling interests	Net investment income (loss) related to noncontrolling interests	(11)		62		51		186		Net investment income (loss) related to noncontrolling interests	3		31		4		62
Consolidated investments	Consolidated investments	(1)		4		(68)		35		Consolidated investments	(18)		(65)		(41)		(67)
Net investment income on funds withheld assets	Net investment income on funds withheld assets	313		300		937		884		Net investment income on funds withheld assets	252		364		559		624
Total revenues (1)	Total revenues (1)	$	4,022	$	1,575	$	14,932	$	7,522	Total revenues (1)	$	410	$	6,694	$	(339)	$	8,915

(1) Substantially all the Company's revenues originated in the United States. There were no individual customers that exceeded 10% of total revenues.

The following table summarizes the reconciling items from the non-GAAP measure of operating benefits and expenses to the U.S. GAAP measure of total benefits and expenses attributable to the Company (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Total operating benefits and expenses	Total operating benefits and expenses	$	1,130	$	1,328	$	3,818	$	3,662	Total operating benefits and expenses	$	1,292	$	1,144	$	2,538	$	2,440
Benefits attributed to variable annuity benefit reserves		65		25		158		91
Amortization of DAC and DSI related to non-operating revenues and expenses		458		(169)		1,648		284
Statement of Position 03-1 reserve movements		341		127		1,242		123
Net (gain) loss on market risk benefits										Net (gain) loss on market risk benefits	(2,570)		1,184		(2,744)		(723)

Benefits attributed to guaranteed benefit features										Benefits attributed to guaranteed benefit features	74		62		154		106
Amortization of DAC related to non-operating revenues and expenses										Amortization of DAC related to non-operating revenues and expenses	149		166		302		339
Other items	Other items	1		12		2		63		Other items	—		(1)		—		1
Total benefits and expenses	Total benefits and expenses	$	1,995	$	1,323	$	6,868	$	4,223	Total benefits and expenses	$	(1,055)	$	2,555	$	250	$	2,163

The following table summarizes the reconciling items, ~~net of deferred acquisition costs and deferred sales inducements,~~ from the non-GAAP measure of pretax adjusted operating earnings to the U.S. GAAP measure of net income attributable to the Company (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Pretax adjusted operating earnings $ 404 $ 571 $ 1,065 $ 1,965
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves 771 728 2,300 2,101
Net movement in freestanding derivatives (253) (493) 1,118 (3,966)
Net reserve and embedded derivative movements 714 (997) 1,781 2,222
DAC and DSI impact (458) 169 (1,648) (284)
Assumption changes — — — —
Total guaranteed benefits and hedging results 774 (593) 3,551 73
Net realized investment gains (losses) including change in fair value of funds withheld embedded derivative 549 (79) 2,529 219
Net investment income on funds withheld assets 313 300 937 884
Other items (2) (9) (69) (28)
Pretax income (loss) attributable to Jackson Financial Inc. 2,038 190 8,013 3,113
Income tax expense (benefit) 559 (16) 1,606 515
Net income (loss) attributable to Jackson Financial Inc. $ 1,479 $ 206 $ 6,407 $ 2,598


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Pretax adjusted operating earnings	$	305	$	464	$	607	$	909
Non-operating adjustments income (loss):
Fees attributable to guarantee benefit reserves	781		765		1,561		1,529
Net movement in freestanding derivatives	(1,911)		2,847		(4,423)		1,371
Market risk benefits gains (losses), net	2,570		(1,184)		2,744		723
Net reserve and embedded derivative movements	(194)		—		(383)		(40)
Amortization of DAC associated with non-operating items at date of transition to LDTI	(149)		(166)		(302)		(339)

Total guaranteed benefits and net hedging results	1,097		2,262		(803)		3,244
Net realized investment gains (losses)	(40)		5		(108)		(125)
Net realized investment gains (losses) on funds withheld assets	(134)		1,077		(807)		2,105
Net investment income on funds withheld assets	252		364		559		624
Other items	(18)		(64)		(41)		(67)
Pretax income (loss) attributable to Jackson Financial Inc	1,462		4,108		(593)		6,690
Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss) attributable to Jackson Financial Inc	1,217		3,263		(280)		5,457
Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

1722

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

4. Investments

Investments are comprised primarily of fixed-income securities and loans, primarily publicly-traded corporate and government bonds, asset-backed securities and mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The Company generates the majority of its general account deposits from interest-sensitive individual annuity contracts, life insurance products and institutional products on which it has committed to pay a declared rate of interest. The Company's strategy of investing in fixed-income securities and loans aims to ensure matching of the asset yield with the amounts credited to the interest-sensitive liabilities and to earn a stable return on its investments.

Debt Securities

The following table sets forth the composition of the fair value of debt securities at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, classified by rating categories as assigned by a nationally recognized statistical rating ~~organizations~~organization (“NRSRO”), the National Association of Insurance Commissioners (“NAIC”), or if not rated by such organizations, the Company’s investment advisors. The Company uses the second lowest rating by an NRSRO when NRSRO ratings are not equivalent and, for purposes of the table, if not otherwise rated by a NRSRO, the NAIC rating of a security is converted to an equivalent NRSRO-style rating. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying value of investments rated by the Company’s consolidated investment advisor totaled ~~$72~~$492 million and ~~$13~~$32 million, respectively.


		Percent of Total Debt Securities Carrying Value			Percent of Total Debt Securities Carrying Value
		September 30, 2022	December 31, 2021		June 30, 2023	December 31, 2022
Investment Rating	Investment Rating			Investment Rating
AAA	AAA	15.3%	14.5%	AAA	15.6%	17.9%
AA	AA	8.8%	9.6%	AA	10.2%	8.2%
A	A	29.9%	28.5%	A	30.3%	29.9%
BBB	BBB	38.2%	40.9%	BBB	36.8%	36.4%
Investment grade	Investment grade	92.2%	93.5%	Investment grade	92.9%	92.4%
BB	BB	4.0%	3.6%	BB	3.6%	3.9%
B and below	B and below	3.8%	2.9%	B and below	3.5%	3.7%
Below investment grade	Below investment grade	7.8%	6.5%	Below investment grade	7.1%	7.6%
Total debt securities	Total debt securities	100.0%	100.0%	Total debt securities	100.0%	100.0%

At ~~September~~June 30, ~~2022, based on ratings by NRSROs,~~2023, of the total carrying value of debt securities in an unrealized loss position, ~~73%~~77% were investment grade, 7%2% were below investment grade and 21% were not rated. Unrealized losses on debt securities that were below investment grade or not rated were approximately 21% of the aggregate gross unrealized losses on available-for-sale debt securities.

At December 31, 2022, of the total carrying value of debt securities in an unrealized loss position, 78% were investment grade, 2% were below investment grade and 20% were not rated. Unrealized losses on debt securities that were below investment grade or not rated were approximately ~~20%~~21% of the aggregate gross unrealized losses on available-for-sale ~~debt securities.~~

At December 31, 2021, based on ratings by NRSROs, of the total carrying value of debt securities in an unrealized loss position, 76% were investment grade, 2% were below investment grade and 22% were not rated. Unrealized losses on debt securities that were below investment grade or not rated were approximately 16% of the aggregate gross unrealized losses on available for sale debt securities.

Corporate securities in an unrealized loss position were diversified across industries. As of ~~September~~June 30, ~~2022,~~2023, the industries accounting for the largest percentage of unrealized losses included ~~utilities~~utility (16% of corporate gross unrealized losses) and healthcare (10%). The largest unrealized loss related to a single corporate obligor was ~~$61~~$53 million at ~~September~~June 30, ~~2022.~~2023.

As of December 31, ~~2021,~~2022, the industries accounting for the largest percentage of unrealized losses included ~~financial services~~utility (16% of corporate gross unrealized losses) and ~~consumer goods (15%~~healthcare (10%). The largest unrealized loss related to a single corporate obligor was ~~$16~~$57 million at December 31, ~~2021.~~2022.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the amortized cost, allowance for credit loss ("ACL"), gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):

Allowance Gross Gross
Amortized for Unrealized Unrealized Fair
September 30, 2022
Cost (1)
Credit Loss Gains Losses Value
U.S. government securities $ 5,064 $ — $ — $ 1,008 $ 4,056
Other government securities 1,712 3 2 262 1,449
Public utilities 5,901 — 19 811 5,109
Corporate securities 29,748 23 30 4,360 25,395
Residential mortgage-backed 492 5 20 52 455
Commercial mortgage-backed 1,818 — — 173 1,645
Other asset-backed securities 6,359 — 9 570 5,798
Total debt securities $ 51,094 $ 31 $ 80 $ 7,236 $ 43,907
Allowance Gross Gross
Amortized for Unrealized Unrealized Fair
December 31, 2021
Cost (1)
Credit Loss Gains Losses Value
U.S. government securities $ 4,525 $ — $ 97 $ 301 $ 4,321
Other government securities 1,489 — 147 17 1,619
Public utilities 6,069 — 671 25 6,715
Corporate securities 29,701 — 1,682 237 31,146
Residential mortgage-backed 528 2 46 3 569
Commercial mortgage-backed 1,968 — 76 6 2,038
Other asset-backed securities 6,926 7 71 23 6,967
Total debt securities $ 51,206 $ 9 $ 2,790 $ 612 $ 53,375
(1) Amortized cost, apart from the carrying value for securities carried at fair value under the fair value option and trading securities.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments


				Allowance		Gross		Gross
		Amortized		for		Unrealized		Unrealized		Fair
June 30, 2023		Cost (1)		Credit Loss		Gains		Losses		Value
	U.S. government securities	$	5,630	$	—	$	—	$	961	$	4,669
	Other government securities	1,685		3		1		221		1,462
	Public utilities	5,974		—		26		669		5,331
	Corporate securities	29,423		7		68		3,387		26,097
	Residential mortgage-backed	456		6		12		52		410
	Commercial mortgage-backed	1,676		—		—		185		1,491
	Other asset-backed securities	5,338		—		12		436		4,914
	Total debt securities	$	50,182	$	16	$	119	$	5,911	$	44,374

				Allowance		Gross		Gross
		Amortized		for		Unrealized		Unrealized		Fair
December 31, 2022		Cost (1)		Credit Loss		Gains		Losses		Value
	U.S. government securities	$	6,192	$	—	$	1	$	1,008	$	5,185
	Other government securities	1,719		2		1		251		1,467
	Public utilities	5,893		—		27		695		5,225
	Corporate securities	28,803		15		59		3,701		25,146
	Residential mortgage-backed	510		6		19		59		464
	Commercial mortgage-backed	1,821		—		—		183		1,638
	Other asset-backed securities	6,133		—		8		504		5,637
	Total debt securities	$	51,071	$	23	$	115	$	6,401	$	44,762

	(1) Amortized cost, apart from the carrying value for securities carried at fair value under the fair value option and trading securities.

The amortized cost, ACL, gross unrealized gains and losses, and fair value of debt securities at ~~September~~June 30, ~~2022,~~2023, by contractual maturity, are shown below (in millions). Actual maturities may differ from contractual maturities where securities can be called or prepaid with or without early redemption penalties.


				Allowance		Gross		Gross							Allowance		Gross		Gross
		Amortized		for		Unrealized		Unrealized		Fair			Amortized		for		Unrealized		Unrealized		Fair
		Cost (1)		Credit Loss		Gains		Losses		Value			Cost (1)		Credit Loss		Gains		Losses		Value
Due in 1 year or less	Due in 1 year or less	$	1,333	$	—	$	1	$	6	$	1,328	Due in 1 year or less	$	1,971	$	1	$	—	$	11	$	1,959
Due after 1 year through 5 years	Due after 1 year through 5 years	9,655		3		8		497		9,163		Due after 1 year through 5 years	10,622		2		5		482		10,143
Due after 5 years through 10 years	Due after 5 years through 10 years	14,158		20		9		1,896		12,251		Due after 5 years through 10 years	13,542		4		35		1,409		12,164
Due after 10 years through 20 years	Due after 10 years through 20 years	9,260		3		32		1,842		7,447		Due after 10 years through 20 years	9,076		3		49		1,517		7,605
Due after 20 years	Due after 20 years	8,019		—		1		2,200		5,820		Due after 20 years	7,501		—		6		1,819		5,688
Residential mortgage-backed	Residential mortgage-backed	492		5		20		52		455		Residential mortgage-backed	456		6		12		52		410
Commercial mortgage-backed	Commercial mortgage-backed	1,818		—		—		173		1,645		Commercial mortgage-backed	1,676		—		—		185		1,491
Other asset-backed securities	Other asset-backed securities	6,359		—		9		570		5,798		Other asset-backed securities	5,338		—		12		436		4,914
Total	Total	$	51,094	$	31	$	80	$	7,236	$	43,907	Total	$	50,182	$	16	$	119	$	5,911	$	44,374

(1) Amortized cost, apart from the carrying value for securities carried at fair value under the fair value option and trading securities.

As required by law in various states in which business is conducted, securities with a carrying value of $93 million and $90 million at June 30, 2023 and December 31, 2022, respectively, were on deposit with regulatory authorities.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

As required by law in various states in which business is conducted, securities with a carrying value of $90 million and $117 million at September 30, 2022 and December 31, 2021, respectively, were on deposit with regulatory authorities.

Residential mortgage-backed securities (“RMBS”) include certain RMBS that are collateralized by residential mortgage loans and are neither expressly nor implicitly guaranteed by U.S. government agencies (“non-agency RMBS”). The Company’s non-agency RMBS include investments in securities backed by prime, Alt-A, and subprime loans, as follows (in millions):


				Allowance		Gross		Gross							Allowance		Gross		Gross
		Amortized		for		Unrealized		Unrealized		Fair			Amortized		for		Unrealized		Unrealized		Fair
September 30, 2022		Cost (1)		Credit Loss		Gains		Losses		Value
June 30, 2023												June 30, 2023	Cost (1)		Credit Loss		Gains		Losses		Value
Prime	Prime	$	209	$	3	$	2	$	25	$	183	Prime	$	192	$	3	$	1	$	25	$	165
Alt-A	Alt-A	83		2		9		7		83		Alt-A	63		3		6		12		54
Subprime	Subprime	29		—		9		—		38		Subprime	14		—		5		—		19
Total non-agency RMBS	Total non-agency RMBS	$	321	$	5	$	20	$	32	$	304	Total non-agency RMBS	$	269	$	6	$	12	$	37	$	238

				Allowance		Gross		Gross							Allowance		Gross		Gross
		Amortized		for		Unrealized		Unrealized		Fair			Amortized		for		Unrealized		Unrealized		Fair
December 31, 2021		Cost (1)		Credit Loss		Gains		Losses		Value
December 31, 2022												December 31, 2022	Cost (1)		Credit Loss		Gains		Losses		Value
Prime	Prime	$	228	$	1	$	10	$	2	$	235	Prime	$	206	$	4	$	2	$	30	$	174
Alt-A	Alt-A	94		1		21		—		114		Alt-A	84		2		7		10		79
Subprime	Subprime	39		—		13		—		52		Subprime	27		—		10		1		36
Total non-agency RMBS	Total non-agency RMBS	$	361	$	2	$	44	$	2	$	401	Total non-agency RMBS	$	317	$	6	$	19	$	41	$	289

(1) Amortized cost, apart from carrying value for securities carried at fair value under the fair value option and trading securities.	(1) Amortized cost, apart from carrying value for securities carried at fair value under the fair value option and trading securities.											(1) Amortized cost, apart from carrying value for securities carried at fair value under the fair value option and trading securities.

The Company defines its exposure to non-agency residential mortgage loans as follows:

•Prime loan-backed securities are collateralized by mortgage loans made to the highest rated borrowers.

•Alt-A loan-backed securities are collateralized by mortgage loans made to borrowers who lack credit documentation or necessary requirements to obtain prime borrower rates.

•Subprime loan-backed securities are collateralized by mortgage loans made to borrowers that have a FICO score of 660 or lower.

2025

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

The following table summarizes the number of securities, fair value and the gross unrealized losses of debt securities, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position (dollars in millions):


		September 30, 2022								December 31, 2021												June 30, 2023										December 31, 2022
		Less than 12 months								Less than 12 months												Less than 12 months										Less than 12 months
		Gross		Fair Value						Gross				Fair Value								Gross				Fair Value						Gross				Fair Value
		Unrealized				# of			Unrealized							# of				Unrealized								# of			Unrealized							# of
		Losses				securities			Losses							securities				Losses								securities			Losses							securities
U.S. government securities	U.S. government securities	$	276			$	2,260		41			$	2			$	107		16		U.S. government securities			$	91			$	2,106		26			$	339			$	2,815		40
Other government securities	Other government securities	256				1,371			154			17				252			23		Other government securities			27				570			73			174				1,258			143
Public utilities	Public utilities	659		4,476				530		17				721				93	Public utilities			74				1,245				139		508				4,279				490
Corporate securities	Corporate securities	3,217		19,878				2,649		180				6,343				728	Corporate securities			263				6,281				902		2,087				17,068				2,323
Residential mortgage-backed	Residential mortgage-backed	40		293				217		3				174				109	Residential mortgage-backed			6				125				84		43				279				196
Commercial mortgage-backed	Commercial mortgage-backed	146		1,537				192		5				314				37	Commercial mortgage-backed			13				225				29		138				1,421				177
Other asset-backed securities	Other asset-backed securities	519		4,912				610		22				3,224				338	Other asset-backed securities			47				1,161				89		282				3,485				417
Total temporarily impaired securities	Total temporarily impaired securities	$	5,113	$	34,727			4,393		$	246			$	11,135			1,344	Total temporarily impaired securities			$	521			$	11,713			1,342		$	3,571			$	30,605			3,786

		12 months or longer								12 months or longer												12 months or longer										12 months or longer
		Gross		Fair Value						Gross				Fair Value								Gross				Fair Value						Gross				Fair Value
		Unrealized				# of			Unrealized							# of				Unrealized								# of			Unrealized							# of
		Losses				securities			Losses							securities				Losses								securities			Losses							securities
U.S. government securities	U.S. government securities	$	732			$	1,634		8			$	299			$	3,190		7		U.S. government securities			$	870			$	2,116		17			$	669			$	1,386		6
Other government securities	Other government securities	6				47			10			—				4			2		Other government securities			194				884			133			77				177			23
Public utilities	Public utilities	152		336				55		7				99				8	Public utilities			595				3,649				437		187				520				87
Corporate securities	Corporate securities	1,143		2,704				396		58				661				69	Corporate securities			3,124				15,933				2,011		1,614				4,601				644
Residential mortgage-backed	Residential mortgage-backed	12		71				75		—				11				12	Residential mortgage-backed			46				212				206		16				81				94
Commercial mortgage-backed	Commercial mortgage-backed	27		95				16		1				30				3	Commercial mortgage-backed			172				1,246				179		45				192				31
Other asset-backed securities	Other asset-backed securities	51		309				41		1				11				3	Other asset-backed securities			389				3,447				448		222				1,551				171
Total temporarily impaired securities	Total temporarily impaired securities	$	2,123	$	5,196			601		$	366			$	4,006			104	Total temporarily impaired securities			$	5,390			$	27,487			3,431		$	2,830			$	8,508			1,056

		Total								Total												Total										Total
		Gross								Gross												Gross										Gross
		Unrealized		Fair				# of		Unrealized				Fair				# of				Unrealized				Fair				# of		Unrealized				Fair				# of
		Losses		Value				securities (1)		Losses				Value				securities (1)				Losses				Value				securities (1)		Losses				Value				securities (1)
U.S. government securities	U.S. government securities	$	1,008	$	3,894			43		$	301			$	3,297			23	U.S. government securities			$	961			$	4,222			41		$	1,008			$	4,201			42
Other government securities	Other government securities	262		1,418				164		17				256				25	Other government securities			221				1,454				165		251				1,435				162
Public utilities	Public utilities	811		4,812				575		24				820				101	Public utilities			669				4,894				575		695				4,799				562
Corporate securities	Corporate securities	4,360		22,582				2,936		238				7,004				797	Corporate securities			3,387				22,214				2,737		3,701				21,669				2,806
Residential mortgage-backed	Residential mortgage-backed	52		364				292		3				185				121	Residential mortgage-backed			52				337				289		59				360				290
Commercial mortgage-backed	Commercial mortgage-backed	173		1,632				207		6				344				40	Commercial mortgage-backed			185				1,471				202		183				1,613				206
Other asset-backed securities	Other asset-backed securities	570		5,221				651		23				3,235				341	Other asset-backed securities			436				4,608				526		504				5,036				577
Total temporarily impaired securities	Total temporarily impaired securities	$	7,236	$	39,923			4,868		$	612			$	15,141			1,448	Total temporarily impaired securities			$	5,911			$	39,200			4,535		$	6,401			$	39,113			4,645

(1) Certain securities contain multiple lots and fit the criteria of both aging groups.

Debt securities in an unrealized loss position as of ~~September~~June 30, ~~2022~~2023 did not require an impairment recognized in earnings as (i) the Company did not intend to sell these debt securities, (ii) it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost basis, and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. Based upon this evaluation, the Company believes it has the ability to generate adequate amounts of cash from normal operations to meet cash requirements with a reasonable margin of safety without requiring the sale of impaired securities.

2126

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

As of ~~September~~June 30, ~~2022,~~2023, unrealized losses associated with debt securities are primarily due to widening credit spreads or rising risk-free rates since purchase. The Company performed a detailed analysis of the financial performance of the underlying issues in an unrealized loss position and determined that recovery of the entire amortized cost of each impaired security is expected. In addition, mortgage-backed and asset-backed securities were assessed for credit impairment using a cash flow model that incorporates key assumptions including default rates, severities, and prepayment rates. The Company estimated losses for a security by forecasting performance in the underlying loans in each transaction. The forecasted loan performance was used to project cash flows to the various tranches in the structure, as applicable. The forecasted cash flows also considered, as applicable, independent industry analyst reports and forecasts, and other independent market data. Based upon this assessment of the expected credit losses of the security given the performance of the underlying collateral compared to subordination or other credit enhancement, the Company expects to recover the entire amortized cost of each impaired security.

Evaluation of Available-for-Sale Debt Securities for Credit Loss

For debt securities in an unrealized loss position, management first assesses whether the Company has the intent to sell, or whether it is more likely than not it will be required to sell the security before the amortized cost basis is fully recovered. If either criterion is met, the amortized cost is written down to fair value through net gains (losses) on derivatives and investments as an impairment.

Debt securities in an unrealized loss position for which the Company does not have the intent to sell or is not more likely than not to sell the security before recovery to amortized cost are further evaluated to determine if the cause of the decline in fair value resulted from credit losses or other factors, which includes estimates about the operations of the issuer and future earnings potential.

The credit loss evaluation may consider the following: the extent to which the fair value is below amortized cost; changes in ratings of the security; whether a significant covenant related to the security has been breached; whether an issuer has filed or indicated a possibility of filing for bankruptcy, has missed or announced it intends to miss a scheduled interest or principal payment, or has experienced a specific material adverse change that may impair its creditworthiness; judgments about an obligor’s current and projected financial position; an issuer’s current and projected ability to service and repay its debt obligations; the existence of, and realizable value of, any collateral backing the obligations; and the macro-economic and micro-economic outlooks for specific industries and issuers.

In addition to the above, the credit loss review of investments in asset-backed securities includes the review of future estimated cash flows, including expected and stress case scenarios, to identify potential shortfalls in contractual payments. These estimated cash flows are developed using available performance indicators from the underlying assets including current and projected default or delinquency rates, levels of credit enhancement, current subordination levels, vintage, expected loss severity and other relevant characteristics. These estimates reflect a combination of data derived by third parties and internally developed assumptions. Where possible, this data is benchmarked against third-party sources.

For mortgage-backed securities, credit losses are assessed using a cash flow model that estimates the cash flows on the underlying mortgages, using the security-specific collateral characteristics and transaction structure. The model estimates cash flows from the underlying mortgage loans and distributes those cash flows to various tranches of securities, considering the transaction structure and any subordination and credit enhancements existing in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then projects the remaining cash flows using a number of assumptions, including prepayment timing, default rates and loss severity. Specifically, for prime and Alt-A RMBS, the assumed default percentage is dependent on the severity of delinquency status, with foreclosures and real estate owned receiving higher rates, but also includes the currently performing loans.

These estimates reflect a combination of data derived by third parties and internally developed assumptions. Where possible, this data is benchmarked against other third-party sources. In addition, these estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate. When a credit loss is determined to exist and the present value of cash flows expected to be collected is less than the amortized cost of the security, an allowance for credit loss is recorded along with a charge to net gains (losses) on derivatives and investments, limited by the amount that the fair value is less than amortized cost. Any remaining unrealized loss after recording the allowance for credit loss is the non-credit amount and is recorded to other comprehensive income.

2227

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

The allowance for credit loss for specific debt securities may be increased or reversed in subsequent periods due to changes in the assessment of the present value of cash flows that are expected to be collected. Any changes to the allowance for credit loss is recorded as a provision for (or reversal of) credit loss expense in net gains (losses) on derivatives and investments.

When all, or a portion, of a security is deemed uncollectible, the uncollectible portion is written-off with an adjustment to amortized cost and a corresponding reduction to the allowance for credit losses.

Accrued interest receivables are presented separate from the amortized cost basis of debt securities. Accrued interest receivables that are determined to be uncollectible are written off with a corresponding reduction to net investment income. Accrued interest of nil was written off during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

The ~~roll forward~~roll-forward of the allowance for credit loss for available-for-sale securities by sector is as follows (in millions):


Three Months Ended September 30, 2022		US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at July 1, 2022		$	—	$	6	$	1	$	30	$	6	$	—	$	—	$	43
Three Months Ended June 30, 2023																		Three Months Ended June 30, 2023	US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at April 1, 2023																		Balance at April 1, 2023	$	—	$	3	$	—	$	21	$	5	$	—	$	—	$	29
Additions for which credit loss was not previously recorded	Additions for which credit loss was not previously recorded	—						12		1		—				13		Additions for which credit loss was not previously recorded	—						1		—						1
Changes for securities with previously recorded credit loss	Changes for securities with previously recorded credit loss	—				(1)		(8)		(2)		—				(11)		Changes for securities with previously recorded credit loss	—						(1)		2		—				1
Additions for purchases of PCD debt securities (1)	Additions for purchases of PCD debt securities (1)	—																Additions for purchases of PCD debt securities (1)	—
Reductions from charge-offs	Reductions from charge-offs	—																Reductions from charge-offs	—
Reductions for securities disposed	Reductions for securities disposed	—		(3)		—										(3)		Reductions for securities disposed	—						(14)		(1)		—				(15)
Securities intended/required to be sold before recovery of amortized cost basis	Securities intended/required to be sold before recovery of amortized cost basis	—						(11)		—						(11)		Securities intended/required to be sold before recovery of amortized cost basis	—
Balance at September 30, 2022 (2)		$	—	$	3	$	—	$	23	$	5	$	—	$	—	$	31
Balance at June 30, 2023 (2)																		Balance at June 30, 2023 (2)	$	—	$	3	$	—	$	7	$	6	$	—	$	—	$	16


Three Months Ended September 30, 2021		US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at July 1, 2021		$	—	$	—	$	—	$	—	$	1	$	—	$	6	$	7
Three Months Ended June 30, 2022																		Three Months Ended June 30, 2022	US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at April 1, 2022																		Balance at April 1, 2022	$	—	$	6	$	—	$	22	$	2	$	—	$	2	$	32
Additions for which credit loss was not previously recorded	Additions for which credit loss was not previously recorded	—								1		—				1		Additions for which credit loss was not previously recorded	—				1		3		2		—				6
Changes for securities with previously recorded credit loss	Changes for securities with previously recorded credit loss	—												17				Changes for securities with previously recorded credit loss	—						5		3		—		(2)		6
Additions for purchases of PCD debt securities (1)	Additions for purchases of PCD debt securities (1)	—																Additions for purchases of PCD debt securities (1)	—
Reductions from charge-offs	Reductions from charge-offs	—																Reductions from charge-offs	—								(1)		—				(1)
Reductions for securities disposed	Reductions for securities disposed	—												(16)				Reductions for securities disposed	—
Securities intended/required to be sold before recovery of amortized cost basis	Securities intended/required to be sold before recovery of amortized cost basis	—																Securities intended/required to be sold before recovery of amortized cost basis	—
Balance at September 30, 2021 (2)		$	—	$	—	$	—	$	—	$	2	$	—	$	7	$	9
Balance at June 30, 2022 (2)																		Balance at June 30, 2022 (2)	$	—	$	6	$	1	$	30	$	6	$	—	$	—	$	43

2328

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments


Nine Months Ended September 30, 2022		US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at January 1, 2022		$	—	$	—	$	—	$	—	$	2	$	—	$	7	$	9
Six Months Ended June 30, 2023																		Six Months Ended June 30, 2023	US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at January 1, 2023																		Balance at January 1, 2023	$	—	$	2	$	—	$	15	$	6	$	—	$	—	$	23
Additions for which credit loss was not previously recorded	Additions for which credit loss was not previously recorded	—		6		1		42		3		—				52		Additions for which credit loss was not previously recorded	—						33		—						33
Changes for securities with previously recorded credit loss	Changes for securities with previously recorded credit loss	—				(1)		(3)		1		—		(7)		(10)		Changes for securities with previously recorded credit loss	—		1		—		(1)		2		—				2
Additions for purchases of PCD debt securities (1)	Additions for purchases of PCD debt securities (1)	—																Additions for purchases of PCD debt securities (1)	—
Reductions from charge-offs	Reductions from charge-offs	—																Reductions from charge-offs	—
Reductions for securities disposed	Reductions for securities disposed	—		(3)		—				(1)		—				(4)		Reductions for securities disposed	—						(23)		(2)		—				(25)
Securities intended/required to be sold before recovery of amortized cost basis	Securities intended/required to be sold before recovery of amortized cost basis	—						(16)		—						(16)		Securities intended/required to be sold before recovery of amortized cost basis	—						(17)		—						(17)
Balance at September 30, 2022 (2)		$	—	$	3	$	—	$	23	$	5	$	—	$	—	$	31
Balance at June 30, 2023 (2)																		Balance at June 30, 2023 (2)	$	—	$	3	$	—	$	7	$	6	$	—	$	—	$	16


Nine Months Ended September 30, 2021		US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at January 1, 2021		$	—	$	—	$	—	$	—	$	—	$	—	$	14	$	14
Six Months Ended June 30, 2022																		Six Months Ended June 30, 2022	US government securities		Other government securities		Public utilities		Corporate securities		Residential mortgage-backed		Commercial mortgage-backed		Other asset-backed securities		Total
Balance at January 1, 2022																		Balance at January 1, 2022	$	—	$	—	$	—	$	—	$	2	$	—	$	7	$	9
Additions for which credit loss was not previously recorded	Additions for which credit loss was not previously recorded	—								2		—				2		Additions for which credit loss was not previously recorded	—		6		1		30		2		—				39
Changes for securities with previously recorded credit loss	Changes for securities with previously recorded credit loss	—												9				Changes for securities with previously recorded credit loss	—						5		3		—		(7)		1
Additions for purchases of PCD debt securities (1)	Additions for purchases of PCD debt securities (1)	—																Additions for purchases of PCD debt securities (1)	—
Reductions from charge-offs	Reductions from charge-offs	—																Reductions from charge-offs	—
Reductions for securities disposed	Reductions for securities disposed	—												(16)				Reductions for securities disposed	—								(1)		—				(1)
Securities intended/required to be sold before recovery of amortized cost basis	Securities intended/required to be sold before recovery of amortized cost basis	—																Securities intended/required to be sold before recovery of amortized cost basis	—						(5)		—						(5)
Balance at September 30, 2021 (2)		$	—	$	—	$	—	$	—	$	2	$	—	$	7	$	9
Balance at June 30, 2022 (2)																		Balance at June 30, 2022 (2)	$	—	$	6	$	1	$	30	$	6	$	—	$	—	$	43


(1) Represents purchased credit-deteriorated ("PCD") fixed maturity available-for-sale securities.
(2) Accrued interest receivable on debt securities totaled ~~$414~~$429 million and ~~$397~~$382 million as of ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and was excluded from the determination of credit losses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

2429

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

Net Investment Income

The sources of net investment income were as follows (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Debt securities (1)	Debt securities (1)	$	306	$	272	$	792	$	872	Debt securities (1)	$	338	$	213	$	720	$	486
Equity securities	Equity securities	(25)		—		(18)		6		Equity securities	9		6		(1)		7
Mortgage loans	Mortgage loans	70		79		211		242		Mortgage loans	78		68		154		141
Policy loans	Policy loans	18		20		52		55		Policy loans	16		17		33		34
Limited partnerships	Limited partnerships	(7)		193		151		586		Limited partnerships	(38)		50		(1)		158
Other investment income	Other investment income	14		2		25		10		Other investment income	22		10		50		11
Total investment income excluding funds withheld assets	Total investment income excluding funds withheld assets	376		566		1,213		1,771		Total investment income excluding funds withheld assets	425		364		955		837
Investment expenses										Investment expenses	(5)		(36)		(120)		(79)
Net investment income excluding funds withheld assets										Net investment income excluding funds withheld assets	420		328		835		758

Net investment income on funds withheld assets (see Note 8)	Net investment income on funds withheld assets (see Note 8)	313		300		937		884		Net investment income on funds withheld assets (see Note 8)	252		364		559		624

Investment expenses:
Derivative trading commission		(3)		(1)		(5)		(2)
Depreciation on real estate		(2)		(4)		(8)		(8)
Expenses related to consolidated entities (2)		(26)		(8)		(62)		(24)
Other investment income (expense) (3)		(18)		(16)		(53)		(53)
Total investment expenses		(49)		(29)		(128)		(87)
Net investment income	Net investment income	$	640	$	837	$	2,022	$	2,568	Net investment income	$	672	$	692	$	1,394	$	1,382

(1) Includes unrealized gains ~~and losses~~(losses) on trading securities and includes ~~$(8)~~$(35) million and ~~$(103)~~$(8) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, and ~~$(1)~~$(95) million and ~~$37~~$(85) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, related to the change in fair value for securities carried under the fair value option.

~~(2)~~ Includes interest expense and change in fair value related to notes issued by consolidated VIE's, management fees, administrative fees, legal fees, and other expenses related to the consolidation of certain investments.

~~(3)~~ ~~Includes interest expense, investment software expense, custodial fees, and other bank fees; institutional product issuance related expenses; and other expenses.~~

Unrealized gains (losses) included in investment income that were recognized on equity securities held were ~~$(17)~~$(8) million and $6$(13) million, for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$(48)~~$(22) million and ~~$21~~$(31) million, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

Net Gains (Losses) on Derivatives and Investments

The following table summarizes net gains (losses) on derivatives and investments (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Available-for-sale securities	Available-for-sale securities									Available-for-sale securities
Realized gains on sale	Realized gains on sale	$	3	$	28	$	32	$	149	Realized gains on sale	$	2	$	5	$	6	$	29
Realized losses on sale	Realized losses on sale	(57)		(1)		(298)		(59)		Realized losses on sale	(18)		(63)		(43)		(241)
Credit loss income (expense)	Credit loss income (expense)	(6)		(17)		(5)		(10)		Credit loss income (expense)	—		1		(11)		1
Credit loss income (expense) on mortgage loans	Credit loss income (expense) on mortgage loans	(5)		14		(2)		62		Credit loss income (expense) on mortgage loans	(13)		(9)		(60)		3
Other (1)	Other (1)	59		13		142		62		Other (1)	(11)		71		—		83
Net gains (losses) excluding derivatives and funds withheld assets	Net gains (losses) excluding derivatives and funds withheld assets	(6)		37		(131)		204		Net gains (losses) excluding derivatives and funds withheld assets	(40)		5		(108)		(125)
Net gains (losses) on derivative instruments (see Note 5)	Net gains (losses) on derivative instruments (see Note 5)	870		(1,301)		4,362		(1,413)		Net gains (losses) on derivative instruments (see Note 5)	(2,072)		2,933		(4,730)		1,497
Net gains (losses) on derivatives and investments										Net gains (losses) on derivatives and investments	(2,112)		2,938		(4,838)		1,372

Net gains (losses) on funds withheld reinsurance treaties (see Note 8)	Net gains (losses) on funds withheld reinsurance treaties (see Note 8)	555		(115)		2,660		15		Net gains (losses) on funds withheld reinsurance treaties (see Note 8)	(134)		1,077		(807)		2,105
Total net gains (losses) on derivatives and investments	Total net gains (losses) on derivatives and investments	$	1,419	$	(1,379)	$	6,891	$	(1,194)	Total net gains (losses) on derivatives and investments	$	(2,246)	$	4,015	$	(5,645)	$	3,477

(1) Includes the foreign currency gain or loss related to foreign denominated trust instruments supporting funding agreements.	(1) Includes the foreign currency gain or loss related to foreign denominated trust instruments supporting funding agreements.									(1) Includes the foreign currency gain or loss related to foreign denominated trust instruments supporting funding agreements.

Net gains (losses) on funds withheld reinsurance treaties represents income (loss) from the sale of investments held in segregated funds withheld accounts in support of reinsurance agreements for which Jackson retains legal ownership of the underlying investments. These gains (losses) are increased or decreased by changes in the embedded derivative liability related to the Athene ~~Reinsurance Agreement~~funds withheld coinsurance agreement and also include (i) changes in the related funds withheld payable, as all economic performance of the investments held in the segregated accounts inure to the benefit of the reinsurers under the respective reinsurance agreements with each reinsurer, and (ii) amortization of the difference between book value and fair value of the investments as of the effective date of the reinsurance agreements with each reinsurer.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

The aggregate fair value of securities sold at a loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$1,068~~$356 million and ~~$3,966~~$2,153 million, which was approximately ~~94%~~93% and ~~93%~~96% of book value, respectively. The aggregate fair value of securities sold at a loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$161~~$506 million and ~~$1,345~~$2,898 million, which was approximately ~~98%~~93% and ~~95%~~92% of book value, respectively.

Proceeds from sales of available-for-sale debt securities were ~~$1.4~~$1.3 billion and ~~$6.3~~$3.3 billion during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, and ~~$1.0~~$0.8 billion and ~~$1.9~~$4.9 billion during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively.

There are inherent uncertainties in assessing the fair values assigned to the Company’s investments. The Company’s reviews of net present value and fair value involve several criteria including economic conditions, credit loss experience, other issuer-specific developments and estimated future cash flows. These assessments are based on the best available information at the time. Factors such as market liquidity, the widening of bid/ask spreads and a change in the cash flow assumptions can contribute to future price volatility. If actual experience differs negatively from the assumptions and other considerations used in the ~~consolidated financial statements,~~Consolidated Financial Statements, unrealized losses currently reported in accumulated other comprehensive income (loss) may be recognized in the ~~consolidated income statements~~Consolidated Income Statements in future periods.

The Company currently has no intent to sell securities with unrealized losses considered to be temporary until they mature or recover in value and believes that it has the ability to do so. However, if the specific facts and circumstances surrounding an individual security, or the outlook for its industry sector change, the Company may sell the security prior to its maturity or recovery and realize a loss.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

Consolidated Variable Interest Entities ("VIEs")

The Company funds affiliated limited liability companies to facilitate the issuance of collateralized loan ~~obligations.~~obligations ("CLOs"). The Company concluded that these limited liability companies are VIEs and that the Company is the primary beneficiary as it has the power to direct the most significant activities affecting the performance of the entity as well as the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. In April 2022, the Company reinvested in ~~collateralized loan obligation~~CLO issuances resulting in an increase of consolidated assets and liabilities. The Company’s exposure to loss is limited to the capital invested and unfunded capital commitments. In December 2022, a consolidated VIE issued $276 million par, net of the Company’s holding, of CLOs. The Company’s policy is to record the consolidation of VIEs on a one-month lag due to the timing of when information is available from the VIE. Therefore, the VIE's issuance of this CLO is not reflected in the Company’s Consolidated Balance Sheet as of December 31, 2022 but would not materially impact the financial position of the Company as a result of the offsetting changes to assets and liabilities.

Private Equity Funds III – VIII are limited partnership structures that invest the ownership capital in portfolios of various other limited partnership structures. The Company concluded that the Private Equity Funds are VIEs and that the Company is the primary beneficiary as it has the power to direct the most significant activities affecting the performance of the funds as well as the obligation to absorb losses or the right to receive benefits that could potentially be significant to the funds. ~~In the fourth quarter of 2021, the Company entered into a commitment to invest up to $300 million in the newly formed Private Equity Fund VIII.~~ The Company’s exposure to loss is limited to the capital invested and unfunded capital commitments. The Company intends to divest its investment in certain private equity funds. While there are multiple scenarios for how the divestiture may be completed, it is probable that the divestiture will result in a loss due to the illiquidity discount that market participants require. The Company estimates that the loss will approximate $50 million and has recognized this amount in Net Investment Income as of June 30, 2023.

PPM has created and managed institutional share class mutual funds, where Jackson seeds new funds, or new share classes within a fund, when deemed necessary to develop the requisite track record prior to allowing investment by external parties. Jackson may sell its interest in the fund once opened to investment by external parties. The Company concluded that these funds are VIEs and that the Company is the primary beneficiary as it has both the power to direct the most significant activities of the VIE as well as the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company’s exposure to loss related to these mutual funds is limited to the capital invested.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

Asset and liability information for the consolidated VIEs included on the Condensed Consolidated Balance Sheets are as follows (in millions):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Assets	Assets					Assets
Debt securities, at fair value under fair value option	Debt securities, at fair value under fair value option	$	1,965	$	1,546	Debt securities, at fair value under fair value option	$	2,049	$	2,014
Debt securities, trading	Debt securities, trading	102		117		Debt securities, trading	101		100
Equity securities	Equity securities	111		129		Equity securities	92		127
Other invested assets	Other invested assets	1,496		1,309		Other invested assets	1,507		1,507
Cash and cash equivalents	Cash and cash equivalents	53		120		Cash and cash equivalents	102		75
Other assets	Other assets	18		45		Other assets	43		19
Total assets	Total assets	$	3,745	$	3,266	Total assets	$	3,894	$	3,842

Liabilities	Liabilities					Liabilities
Notes issued by consolidated VIEs, at fair value under fair value option	Notes issued by consolidated VIEs, at fair value under fair value option	$	1,745	$	1,404	Notes issued by consolidated VIEs, at fair value under fair value option	$	1,996	$	1,732
Other liabilities	Other liabilities	407		307		Other liabilities	114		343
Total other liabilities	Total other liabilities	2,152		1,711		Total other liabilities	2,110		2,075
Securities lending payable	Securities lending payable	5		4		Securities lending payable	4		4
Total liabilities	Total liabilities	$	2,157	$	1,715	Total liabilities	$	2,114	$	2,079

Equity	Equity					Equity
Noncontrolling interests	Noncontrolling interests	$	729	$	680	Noncontrolling interests	$	771	$	732

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

Unconsolidated VIEs

The Company invests in certain limited partnerships ("LPs") and limited liability companies ("LLCs") that it has concluded are VIEs. Based on the analysis of these entities, the Company is not the primary beneficiary of the VIEs as it does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. In addition, the Company does not have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entities. Therefore, the Company does not consolidate these VIEs and the carrying amounts of the Company’s investments in these LPs and LLCs are recognized in other invested assets on the Condensed Consolidated Balance Sheets. Unfunded capital commitments for these investments are detailed in Note ~~14.~~16 of the Notes to Condensed Consolidated Financial Statements. The Company’s exposure to loss is limited to the capital invested and unfunded capital commitments related to the LPs/LLCs, which was ~~$4,321~~$3,016 million and ~~$3,860~~$3,285 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The capital invested in an LP or LLC equals the original capital contributed, increased for additional capital contributed after the initial investment, and reduced for any returns of capital from the LP or LLC. LPs and LLCs are carried at fair value.

The Company invests in certain mutual funds that it has concluded are VIEs. Based on the analysis of these entities, the Company is not the primary beneficiary of the VIEs. Mutual funds for which the Company does not have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entities are recognized in equity securities on the Condensed Consolidated Balance Sheets and were ~~$26~~$19 million and ~~$33~~$28 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The Company’s maximum exposure to loss on these mutual funds is limited to the amortized cost for these investments.

The Company makes investments in structured debt securities issued by VIEs for which ~~they are~~it is not the manager. These structured debt securities include RMBS, Commercial Mortgage-Backed Securities ("CMBS"), and asset-backed securities ("ABS"). The Company does not consolidate the securitization trusts utilized in these transactions because ~~they do~~it does not have the power to direct the activities that most significantly impact the economic performance of these securitization trusts. The Company does not consider its continuing involvement with these VIEs to be significant because ~~they~~it either ~~invest~~invests in securities issued by the VIE and ~~were~~was not involved in the design of the VIE or no transfers have occurred between the Company and the VIE. The Company’s maximum exposure to loss on these structured debt securities is limited to the amortized cost of these investments. The Company does not have any further contractual obligations to the VIE. The

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

Company recognizes the variable interest in these VIEs at fair value on the ~~consolidated balance sheets.~~Condensed Consolidated Balance Sheets.

Commercial and Residential Mortgage Loans

Commercial mortgage loans of ~~$10.5~~$9.7 billion and ~~$10.5~~$10.2 billion at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, are reported net of an allowance for credit losses of ~~$76~~$154 million and ~~$85~~$91 million at each date, respectively. At ~~September~~June 30, ~~2022,~~2023, commercial mortgage loans were collateralized by properties located in 3837 states, the District of Columbia, and Europe. Accrued interest receivable on commercial mortgage loans was $37 million and ~~$32~~$39 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Residential mortgage loans of ~~$1,280 million~~$1.1 billion and ~~$939 million~~$1.3 billion at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, are reported net of an allowance for credit losses of $3$8 million and $9$4 million at each date, respectively. Loans were collateralized by properties located in 50 states, the District of Columbia, Mexico, and Europe. Accrued interest receivable on residential mortgage loans was $7 million and $9 million ~~and $13 million~~ at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

Mortgage Loan Concessions

In response to the generally adverse economic impact of the COVID-19 pandemic, the Company granted concessions to certain of its commercial mortgage loan borrowers, including payment deferrals and other loan modifications. The Company has elected the option under the Coronavirus Aid, Relief, and Economic Security Act, the Consolidated Appropriations Act of 2021, and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) not to account for or report qualifying concessions as troubled debt restructurings and does not classify such loans as past due during the payment deferral period. Additionally, in accordance with the FASB’s published response to a COVID-19 Pandemic technical inquiry, the Company continues to accrue interest income on such loans that have deferred payment. For some commercial mortgage loan borrowers (principally in the hotel and retail sectors), the Company granted concessions ~~which~~that were primarily interest and/or principal payment deferrals generally ranging from 6 to 14 months and, to a much lesser extent, maturity date extensions. Repayment periods are generally within one year but may extend until maturity date. Deferred commercial mortgage loan interest and principal payments were ~~$11~~$9 million at ~~September~~June 30, ~~2022.~~2023. The concessions granted had no impact on the Company’s results of operations or financial position as the Company has not granted concessions that would have been disclosed and accounted for as troubled debt restructurings.

Evaluation for Credit Losses on Mortgage Loans

The Company reviews mortgage loans that are not carried at fair value under the fair value option on a quarterly basis to estimate the ACL with changes in the ACL recorded in net gains (losses) on derivatives and investments. Apart from an ACL recorded on individual mortgage loans where the borrower is experiencing financial difficulties, the Company records an ACL on the pool of mortgage loans based on lifetime expected credit losses. The Company utilizes a third-party forecasting model to estimate lifetime expected credit losses at a loan level for mortgage loans. The model forecasts net operating income and property values for the economic scenario selected. The debt service coverage ratios (“DSCR”) and loan to values (“LTV”) are calculated over the forecastable period by comparing the projected net operating income and property valuations to the loan payment and principal amounts of each loan. The model utilizes historical mortgage loan performance based on DSCRs and LTV to derive probability of default and expected losses based on the economic scenario that is similar to the Company’s expectations of economic factors such as unemployment, gross domestic product growth, and interest rates. The Company determined the forecastable period to be reasonable and supportable for a period of two years beyond the end of the reporting period. Over the following one-year period, the model reverts to the historical performance of the portfolio for the remainder of the contractual term of the loans. In cases where the Company does not have an appropriate length of historical performance, the relevant historical rate from an index or the lifetime expected credit loss calculated from the model may be used.

Unfunded commitments are included in the model and an ACL is determined accordingly. Credit loss estimates are pooled by property type and the Company does not include accrued interest in the determination of ACL.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

For individual loans or for types of loans for which the third-party model is deemed not suitable, the Company utilizes relevant current market data, industry data, and publicly available historical loss rates to calculate an estimate of the lifetime expected credit loss.

Mortgage loans on real estate deemed uncollectible are charged against the ACL, and subsequent recoveries, if any, are credited to the ACL, limited to the aggregate of amounts previously charged-off and expected to be charged-off. Mortgage loans on real estate are presented net of the ~~allowance for credit losses~~ACL on the Condensed Consolidated Balance Sheets.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

The following table provides ~~a summary of~~the change in the allowance for credit losses in the Company’s mortgage loan portfolios (in millions):

Three Months Ended September 30, 2022 Apartment Hotel Office Retail Warehouse Residential Mortgage Total
Balance at July 1, 2022 $ 21 $ 18 $ 16 $ 13 $ 9 $ 3 $ 80
Charge offs, net of recoveries — — — — — — —
Provision (release) (5) (1) (3) 8 — — (1)
Balance at September 30, 2022 (1)
$ 16 $ 17 $ 13 $ 21 $ 9 $ 3 $ 79


Three Months Ended June 30, 2023	Apartment		Hotel		Office		Retail		Warehouse		Residential Mortgage		Total
Balance at April 1, 2023	$	20	$	19	$	67	$	22	$	11	$	7	$	146
Charge offs, net of recoveries	—		—		—		—		—		—		—

Provision (release)	(2)		(12)		24		4		1		1		16
Balance at June 30, 2023 (1) (2)	$	18	$	7	$	91	$	26	$	12	$	8	$	162

Three Months Ended September 30, 2021 Apartment Hotel Office Retail Warehouse Residential Mortgage Total
Balance at July 1, 2021 $ 26 $ 33 $ 20 $ 23 $ 12 $ 21 $ 135
Charge offs, net of recoveries — — — — — — —
Provision (release) (5) (18) 3 (7) (1) (11) (39)
Balance at September 30, 2021 (1)
$ 21 $ 15 $ 23 $ 16 $ 11 $ 10 $ 96


Three Months Ended June 30, 2022	Apartment		Hotel		Office		Retail		Warehouse		Residential Mortgage		Total
Balance at April 1, 2022	$	21	$	9	$	22	$	14	$	12	$	6	$	84

Charge offs, net of recoveries	—		—		—		—		—		—		—

Provision (release)	—		9		(6)		(1)		(3)		(3)		(4)
Balance at June 30, 2022 (1) (2)	$	21	$	18	$	16	$	13	$	9	$	3	$	80


Six Months Ended June 30, 2023	Apartment		Hotel		Office		Retail		Warehouse		Residential Mortgage		Total
Balance at January 1, 2023	$	18	$	20	$	15	$	22	$	16	$	4	$	95
Charge offs, net of recoveries	—		—		—		—		—		—		—

Provision (release)	—		(13)		76		4		(4)		4		67
Balance at June 30, 2023 (1) (2)	$	18	$	7	$	91	$	26	$	12	$	8	$	162


Nine Months Ended September 30, 2022		Apartment		Hotel		Office		Retail		Warehouse		Residential Mortgage		Total
Six Months Ended June 30, 2022																Six Months Ended June 30, 2022	Apartment		Hotel		Office		Retail		Warehouse		Residential Mortgage		Total
Balance at January 1, 2022	Balance at January 1, 2022	$	19	$	9	$	28	$	17	$	12	$	9	$	94	Balance at January 1, 2022	$	19	$	9	$	28	$	17	$	12	$	9	$	94

Charge offs, net of recoveries	Charge offs, net of recoveries	—		—		—		—		—		—		—		Charge offs, net of recoveries	—		—		—		—		—		—		—

Provision (release)	Provision (release)	(3)		8		(15)		4		(3)		(6)		(15)		Provision (release)	2		9		(12)		(4)		(3)		(6)		(14)
Balance at September 30, 2022 (1)		$	16	$	17	$	13	$	21	$	9	$	3	$	79
Balance at June 30, 2022 (1) (2)																Balance at June 30, 2022 (1) (2)	$	21	$	18	$	16	$	13	$	9	$	3	$	80

Nine Months Ended September 30, 2021 Apartment Hotel Office Retail Warehouse Residential Mortgage Total
Balance at January 1, 2021 $ 58 $ 34 $ 25 $ 24 $ 24 $ 14 $ 179
Charge offs, net of recoveries — — — — — — —
Provision (release) (37) (19) (2) (8) (13) (4) (83)
Balance at September 30, 2021 (1)
$ 21 $ 15 $ 23 $ 16 $ 11 $ 10 $ 96

(1) Accrued interest receivable totaled ~~$46~~$44 million and ~~$48~~$44 million as of ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and was excluded from the determination of credit losses.

(2) Accrued interest amounting to $2 million and nil were written off as of June 30, 2023 and 2022, respectively, relating to loans that were greater than 90 days delinquent or in the process of foreclosure.

The Company’s mortgage loans that are current and in good standing are accruing interest. Interest is not accrued on loans greater than 90 days delinquent and in process of foreclosure, when deemed uncollectible. Delinquency status is determined from the date of the first missed contractual payment.

At ~~September~~June 30, ~~2022,~~2023, there was ~~$17~~$13 million of recorded investment, ~~$18~~$14 million of unpaid principal balance, no related loan allowance, $15 million of average recorded investment, and no investment income recognized on impaired residential mortgage loans.

At December 31, ~~2021,~~2022, there was $6$15 million of recorded investment, $7$16 million of unpaid principal balance, no related loan allowance, $2$18 million of average recorded investment, and no investment income recognized on impaired residential mortgage loans.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

~~The following tables provide information about the credit quality with vintage year and category of mortgage loans (in millions):~~

September 30, 2022
2022 2021 2020 2019 2018 Prior Revolving
Loans Total % of
Total
Commercial mortgage loans
Loan to value ratios:
Less than 70% $ 518 $ 1,288 $ 1,305 $ 1,528 $ 1,458 $ 3,637 $ 4 $ 9,738 93 %
70% - 80% 80 342 44 14 52 143 — 675 6 %
80% - 100% — — — 25 4 — — 29 — %
Greater than 100% — — — — — 9 — 9 — %
Total commercial mortgage loans 598 1,630 1,349 1,567 1,514 3,789 4 10,451 100 %
Debt service coverage ratios:
Greater than 1.20x 548 1,071 957 1,439 1,345 3,456 4 8,820 84 %
1.00x - 1.20x 50 427 250 84 35 185 — 1,031 10 %
Less than 1.00x — 132 142 44 134 148 — 600 6 %
Total commercial mortgage loans 598 1,630 1,349 1,567 1,514 3,789 4 10,451 100 %
Residential mortgage loans
Performing 473 256 227 19 14 218 — 1,207 94 %
Nonperforming (2)
2 3 11 5 6 46 — 73 6 %
Total residential mortgage loans 475 259 238 24 20 264 — 1,280 100 %
Total mortgage loans $ 1,073 $ 1,889 $ 1,587 $ 1,591 $ 1,534 $ 4,053 $ 4 $ 11,731 100 %

December 31, 2021
2021 2020 2019 2018 2017 Prior Revolving
Loans Total % of
Total
Commercial mortgage loans
Loan to value ratios:
Less than 70% $ 1,270 $ 1,346 $ 1,592 $ 1,599 $ 1,305 $ 2,703 $ 4 $ 9,819 93 %
70% - 80% 345 35 — 52 85 153 — 670 6 %
80% - 100% — — 39 5 — — — 44 — %
Greater than 100% — — — — — 10 — 10 — %
Total commercial mortgage loans 1,615 1,381 1,631 1,656 1,390 2,866 4 10,543 100 %
Debt service coverage ratios:
Greater than 1.20x 796 974 1,532 1,293 1,257 2,609 4 8,465 80 %
1.00x - 1.20x 651 329 81 90 11 68 — 1,230 12 %
Less than 1.00x 168 78 18 273 122 189 — 848 8 %
Total commercial mortgage loans 1,615 1,381 1,631 1,656 1,390 2,866 4 10,543 100 %
Residential mortgage loans
Performing 268 22 18 16 7 396 — 727 77 %
Nonperforming (2)
4 44 22 19 23 100 — 212 23 %
Total residential mortgage loans 272 66 40 35 30 496 — 939 100 %
Total mortgage loans $ 1,887 $ 1,447 $ 1,671 $ 1,691 $ 1,420 $ 3,362 $ 4 $ 11,482 100 %

3134

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

September 30, 2022

In Good Standing (1)
Restructured Greater than 90 Days Delinquent In the Process of Foreclosure Total Carrying Value
Apartment $ 3,775 $ — $ — $ — $ 3,775
Hotel 1,025 — — — 1,025
Office 1,885 — — — 1,885
Retail 2,093 — — — 2,093
Warehouse 1,673 — — — 1,673
Total commercial 10,451 — — — 10,451
Residential (2)
1,207 — 56 17 1,280
Total $ 11,658 $ — $ 56 $ 17 $ 11,731
The following tables provide information about the credit quality with vintage year and category of mortgage loans (in millions):


	June 30, 2023
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total		% of Total
Commercial mortgage loans
Loan to value ratios:
Less than 70%	$	406	$	776	$	1,012	$	796	$	1,370	$	4,633	$	4	$	8,997	93	%
70% - 80%	—		163		220		—		13		61		—		457		5	%
80% - 100%	—		—		151		27		—		44		—		222		2	%
Greater than 100%	—		—		—		—		24		—		—		24		—	%
Total commercial mortgage loans	406		939		1,383		823		1,407		4,738		4		9,700		100	%

Debt service coverage ratios:
Greater than 1.20x	360		672		891		753		1,331		4,499		4		8,510		88	%
1.00x - 1.20x	46		258		341		70		31		151		—		897		9	%
Less than 1.00x	—		9		151		—		45		88		—		293		3	%
Total commercial mortgage loans	406		939		1,383		823		1,407		4,738		4		9,700		100	%

Residential mortgage loans
Performing	104		246		238		41		31		382		—		1,042		94	%
Nonperforming	—		17		9		7		4		33		—		70		6	%
Total residential mortgage loans	104		263		247		48		35		415		—		1,112		100	%

Total mortgage loans	$	510	$	1,202	$	1,630	$	871	$	1,442	$	5,153	$	4	$	10,812	100	%

December 31, 2021

In Good Standing (1)
Restructured Greater than 90 Days Delinquent In the Process of Foreclosure Total Carrying Value
Apartment $ 3,755 $ — $ — $ — $ 3,755
Hotel 1,054 — — — 1,054
Office 1,889 — — — 1,889
Retail 2,104 — — — 2,104
Warehouse 1,741 — — — 1,741
Total commercial 10,543 — — — 10,543
Residential (2)
727 — 206 6 939
Total $ 11,270 $ — $ 206 $ 6 $ 11,482


	December 31, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total		% of Total
Commercial mortgage loans
Loan to value ratios:
Less than 70%	$	771	$	1,266	$	1,171	$	1,473	$	1,480	$	3,421	$	4	$	9,586	94	%
70% - 80%	125		190		32		13		5		59		—		424		4	%
80% - 100%	—		152		—		—		5		40		—		197		2	%
Greater than 100%	—		—		—		25		—		9		—		34		—	%
Total commercial mortgage loans	896		1,608		1,203		1,511		1,490		3,529		4		10,241		100	%

Debt service coverage ratios:
Greater than 1.20x	694		1,092		955		1,387		1,324		3,211		4		8,667		85	%
1.00x - 1.20x	202		372		106		83		34		172		—		969		9	%
Less than 1.00x	—		144		142		41		132		146		—		605		6	%
Total commercial mortgage loans	896		1,608		1,203		1,511		1,490		3,529		4		10,241		100	%

Residential mortgage loans
Performing	413		308		49		37		14		409		—		1,230		94	%
Nonperforming	6		11		8		6		7		40		—		78		6	%
Total residential mortgage loans	419		319		57		43		21		449		—		1,308		100	%

Total mortgage loans	$	1,315	$	1,927	$	1,260	$	1,554	$	1,511	$	3,978	$	4	$	11,549	100	%

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments


	June 30, 2023
	In Good Standing (1)		Restructured		Greater than 90 Days Delinquent		In the Process of Foreclosure		Total Carrying Value
Apartment	$	3,278	$	—	$	—	$	—	$	3,278
Hotel	933		—		—		—		933
Office	1,497		—		—		—		1,497
Retail	2,080		—		—		—		2,080
Warehouse	1,912		—		—		—		1,912
Total commercial	9,700		—		—		—		9,700
Residential (2)	1,042		—		57		13		1,112
Total	$	10,742	$	—	$	57	$	13	$	10,812


	December 31, 2022
	In Good Standing (1)		Restructured		Greater than 90 Days Delinquent		In the Process of Foreclosure		Total Carrying Value
Apartment	$	3,558	$	—	$	—	$	—	$	3,558
Hotel	1,015		—		—		—		1,015
Office	1,795		—		—		—		1,795
Retail	2,085		—		—		—		2,085
Warehouse	1,788		—		—		—		1,788
Total commercial	10,241		—		—		—		10,241
Residential (2)	1,230		—		63		15		1,308
Total	$	11,471	$	—	$	63	$	15	$	11,549

(1) At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, includes mezzanine and bridge loans of ~~$379~~$377 million and ~~$278~~$410 million in the Apartment category, ~~$41~~$29 million and ~~$75~~$41 million in the Hotel category, ~~$237~~$171 million and ~~$252~~$236 million in the Office category, ~~$27~~$31 million and ~~$27~~$43 million in the Retail category, and ~~$56~~$253 million and ~~$26~~$140 million in the Warehouse category, respectively.

(2) At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, includes ~~$48~~$28 million and ~~$202~~$41 million of loans purchased when the loans were greater than 90 days delinquent and ~~$14~~$9 million and $5$12 million of loans in process of foreclosure, and are supported with insurance or other guarantees provided by various governmental programs, respectively.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no commercial mortgage loans involved in troubled debt restructuring, and stressed mortgage loans for which the Company is dependent, or expects to be dependent, on the underlying property to satisfy repayment were $4$3 million and ~~nil,~~$3 million, respectively.

Policy Loans

Policy loans are loans the Company issues to contract holders that use the cash surrender value of their life insurance policy or annuity contract as collateral. At both June 30, 2023 and December 31, 2022, $3.4 billion of these loans were carried at fair value, which the Company believes is equal to unpaid principal balances, plus accrued investment income. At both June 30, 2023 and December 31, 2022, the Company had $1.0 billion of policy loans not held as collateral for reinsurance, which were carried at the unpaid principal balances.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments

Other Invested Assets

Other invested assets primarily include investments in Federal Home Loan Bank of Indianapolis ("FHLBI") capital stock, limited partnerships (“LPs”), and real estate. ~~Federal Home Loan Bank~~FHLBI capital stock is carried at cost and adjusted for any impairment. At ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, FHLB capital stock had carrying value of $146 ~~million and $125~~ million, respectively. Real estate is carried at the lower of depreciated cost or fair value. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, real estate totaling ~~$238~~$234 million and ~~$243~~$237 million, respectively, included foreclosed properties with a book value of ~~nil and~~ $1 million and nil at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Carrying values for ~~limited partnership~~LP investments are generally determined by using the proportion of the Company’s investment in each fund (Net Asset Value (“NAV”) equivalent) as a practical expedient for fair value, and generally are recorded on a three-month lag, with changes in value included in net investment income. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, investments in LPs had carrying values of ~~$3,238~~$3,123 million and ~~$2,831~~$3,212 million, respectively.

In June 2021, the Company entered into an arrangement to sell $420 million of limited partnership investments, of which $236 million and $168 million were sold in the second and third quarter of 2021, respectively, and the remainder was sold in January 2022. The LPs sold were carried at estimated sales price. The Company expects to reinvest in new LPs as attractive opportunities become available.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments~~

Securities Lending

The Company has entered into securities lending agreements with agent banks whereby blocks of securities are loaned to third parties, primarily major brokerage firms. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the estimated fair value of loaned securities was ~~$25~~$51 million and ~~$17~~$35 million, respectively. The agreements require a minimum of 102% of the fair value of the loaned securities to be held as collateral, calculated daily. To further minimize the credit risks related to these programs, the financial condition of counterparties is monitored on a regular basis. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, cash collateral received in the amount of ~~$27~~$52 million and ~~$17~~$36 million, respectively, was invested by the agent banks and included in cash and cash equivalents of the Company. A securities lending payable for the overnight and continuous loans is included in liabilities in the amount of cash collateral received. Securities lending transactions are used to generate income. Income and expenses associated with these transactions are reported as net investment income.

Repurchase Agreements

The Company routinely enters into repurchase agreements whereby the Company agrees to sell and repurchase securities. These agreements are accounted for as financing transactions, with the assets and associated liabilities included in the Condensed Consolidated Balance Sheets. Short-term borrowings under such agreements averaged ~~$186~~$1,051 million ~~for nine months ended September 30, 2022~~ and ~~$1,548~~$271 million ~~for the year ended December 31, 2021,~~ with weighted average interest rates of ~~0.24%~~4.71% and ~~0.07%,~~0.19% for the six months ended June 30, 2023 and 2022, respectively. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the outstanding repurchase agreement balance was ~~nil~~$1,626 million and ~~$1,572~~$1,012 million, respectively, collateralized with U.S. Treasury notes and corporate securities ~~and~~ maturing within 30 days, and was included within repurchase agreements and securities lending payable in the Condensed Consolidated Balance Sheets. In the event of a decline in the fair value of the pledged collateral under these agreements, the Company may be required to transfer cash or additional securities as pledged collateral. Interest expense totaled ~~nil both for the three~~$17 million and ~~nine months ended September 30, 2022, respectively, and nil and $1~~$25 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023, respectively, and nil for both the three and six months ended June 30, 2022, respectively. The highest level of short-term borrowings at any month end was ~~$584~~$1,626 million and ~~$2,349~~$584 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

3337

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments

5. Derivative Instruments

The Company’s business model includes the acceptance, monitoring and mitigation of risk. Specifically, the Company considers, among other factors, exposures to interest rate and equity market movements, foreign exchange rates and other asset or liability prices. The Company uses derivative instruments to mitigate or reduce these risks in accordance with established policies and goals. The Company’s derivative holdings, while effective in managing defined risks, are not structured to meet accounting requirements to be designated as hedging instruments. As a result, freestanding derivatives are carried at fair value with changes recorded in net gains (losses) on derivatives and investments.

A summary of the aggregate contractual or notional amounts and fair values of the Company’s freestanding and embedded derivative instruments are as follows (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		September 30, 2022						June 30, 2023

		Contractual/		Assets		Liabilities			Net			Contractual/		Assets		Liabilities		Net
		Notional		Fair		Fair			Fair Value			Notional		Fair		Fair		Fair Value
		Amount (1)		Value		Value			Asset (Liability)			Amount (1)		Value		Value		Asset (Liability)
Freestanding derivatives	Freestanding derivatives										Freestanding derivatives
Cross-currency swaps	Cross-currency swaps	$	1,825	$	92	$	166		$	(74)	Cross-currency swaps	$	1,854	$	108	$	143	$	(35)
Equity index call options	Equity index call options	15,500		27		—			27		Equity index call options	12,000		486		—		486
Equity index futures (2)	Equity index futures (2)	28,891		—		—			—		Equity index futures (2)	14,377		—		—		—
Equity index put options	Equity index put options	33,000		1,564		—			1,564		Equity index put options	41,500		283		—		283
Interest rate swaps	Interest rate swaps	7,728		4		238			(234)		Interest rate swaps	7,728		5		241		(236)
Interest rate swaps - cleared (2)		1,500		—		—			—

Put-swaptions	Put-swaptions	22,000		—		1,781			(1,781)		Put-swaptions	19,500		—		1,362		(1,362)
Interest rate futures (2)	Interest rate futures (2)	55,071		—		—			—		Interest rate futures (2)	37,339		—		—		—
Total return swaps	Total return swaps	739		80		—			80		Total return swaps	1,460		—		40		(40)
Total freestanding derivatives	Total freestanding derivatives	166,254		1,767		2,185			(418)		Total freestanding derivatives	135,758		882		1,786		(904)
Embedded derivatives	Embedded derivatives										Embedded derivatives
Variable annuity embedded derivatives (3)		N/A		484		—			484
Fixed index annuity embedded derivatives (4)		N/A		—		967			(967)
Registered index linked annuity embedded derivatives (4)		N/A		—		10			(10)
Fixed index annuity embedded derivatives (3)											Fixed index annuity embedded derivatives (3)	N/A		—		970		(970)
Registered index linked annuity embedded derivatives (3)											Registered index linked annuity embedded derivatives (3)	N/A		—		639		(639)
Total embedded derivatives	Total embedded derivatives	N/A		484		977			(493)		Total embedded derivatives	N/A		—		1,609		(1,609)
Derivatives related to funds withheld under reinsurance treaties	Derivatives related to funds withheld under reinsurance treaties										Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps	Cross-currency swaps	158		32		—			32		Cross-currency swaps	158		20		1		19
Cross-currency forwards	Cross-currency forwards	1,460		151		40			111		Cross-currency forwards	1,401		44		29		15
Funds withheld embedded derivative (5)		N/A		3,332		—			3,332
Funds withheld embedded derivative (4)											Funds withheld embedded derivative (4)	N/A		2,901		—		2,901
Total derivatives related to funds withheld under reinsurance treaties	Total derivatives related to funds withheld under reinsurance treaties	1,618		3,515		40			3,475		Total derivatives related to funds withheld under reinsurance treaties	1,559		2,965		30		2,935
Total	Total	$	167,872	$	5,766	$	3,202		$	2,564	Total	$	137,317	$	3,847	$	3,425	$	422

(1) The notional amount for swaps and swaptions represents the stated principal balance used as a basis for calculating payments. The contractual amount for futures and options represents the market exposure of open positions.

(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.

(3) Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The non-performance risk adjustment is included in the balance above.

(4) Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments


	December 31, 2022

	Contractual/		Assets		Liabilities		Net
	Notional		Fair		Fair		Fair Value
	Amount (1)		Value		Value		Asset (Liability)
Freestanding derivatives
Cross-currency swaps	$	1,825	$	73	$	104	$	(31)
Equity index call options	17,500		106		—		106
Equity index futures (2)	19,760		—		—		—
Equity index put options	30,500		958		—		958
Interest rate swaps	7,728		5		231		(226)
Interest rate swaps - cleared (2)	1,500		—		—		—
Put-swaptions	25,000		—		1,711		(1,711)
Interest rate futures (2)	105,261		—		—		—
Total return swaps	739		31		—		31
Total freestanding derivatives	209,813		1,173		2,046		(873)
Embedded derivatives
Fixed index annuity embedded derivatives (3)	N/A		—		931		(931)
Registered index linked annuity embedded derivatives (3)	N/A		—		205		(205)
Total embedded derivatives	N/A		—		1,136		(1,136)
Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps	158		23		1		22
Cross-currency forwards	1,490		74		18		56
Funds withheld embedded derivative (4)	N/A		3,158		—		3,158
Total derivatives related to funds withheld under reinsurance treaties	1,648		3,255		19		3,236
Total	$	211,461	$	4,428	$	3,201	$	1,227

(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.

(3) Included within ~~reserves for future policy benefits and claims payable~~other contract holder funds on the Condensed Consolidated Balance Sheets. The ~~nonperformance~~non-performance risk adjustment is included in the balance above.

(4)~~Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(5)~~ Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments~~

December 31, 2021
Contractual/ Assets Liabilities Net
Notional Fair Fair Fair Value
Amount (1)
Value Value Asset (Liability)
Freestanding derivatives
Cross-currency swaps $ 1,767 $ 55 $ 35 $ 20
Equity index call options 21,000 606 — 606
Equity index futures (2)
18,258 — — —
Equity index put options 27,500 150 — 150
Interest rate swaps 7,728 430 — 430
Interest rate swaps - cleared (2)
1,500 — — —
Put-swaptions 19,000 133 — 133
Interest rate futures (2)
912 — — —
Total return swaps — — — —
Total freestanding derivatives 97,665 1,374 35 1,339
Embedded derivatives
Variable annuity embedded derivatives (3)
N/A — 2,626 (2,626)
Fixed index annuity embedded derivatives (4)
N/A — 1,439 (1,439)
Registered index linked annuity embedded derivatives (4)
N/A — 6 (6)
Total embedded derivatives N/A — 4,071 (4,071)
Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps 158 10 1 9
Cross-currency forwards 1,119 33 5 28
Funds withheld embedded derivative (5)
N/A — 120 (120)
Total derivatives related to funds withheld under reinsurance treaties 1,277 43 126 (83)
Total $ 98,942 $ 1,417 $ 4,232 $ (2,815)

~~(1)~~ The notional amount for swaps and swaptions represents the stated principal balance used as a basis for calculating payments. The contractual amount for futures and options represents the market exposure of open positions.

~~(2)~~ ~~Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.~~

~~(3)~~ ~~Included within reserves for future policy benefits and claims payable on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(4)~~ ~~Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(5)~~ ~~Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.~~

3539

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments

The following table reflects the results of the Company’s derivatives, including gains (losses) and change in fair value of freestanding derivative instruments and embedded derivatives (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Derivatives excluding funds withheld under reinsurance treaties	Derivatives excluding funds withheld under reinsurance treaties									Derivatives excluding funds withheld under reinsurance treaties
Cross-currency swaps	Cross-currency swaps	$	(19)	$	(9)	$	(101)	$	(53)	Cross-currency swaps	$	—	$	(50)	$	(26)	$	(82)
Equity index call options	Equity index call options	(275)		16		(1,506)		814		Equity index call options	256		(642)		92		(1,231)
Equity index futures	Equity index futures	1,038		(196)		5,279		(2,866)		Equity index futures	(822)		3,618		(2,707)		4,241
Equity index put options	Equity index put options	168		(71)		675		(682)		Equity index put options	(645)		822		(1,407)		507
Interest rate swaps	Interest rate swaps	(202)		—		(613)		(148)		Interest rate swaps	(118)		(150)		(52)		(411)
Interest rate swaps - cleared	Interest rate swaps - cleared	(67)		(10)		(204)		(60)		Interest rate swaps - cleared	(26)		(49)		(10)		(137)
Put-swaptions	Put-swaptions	(751)		(62)		(1,905)		42		Put-swaptions	(400)		(686)		173		(1,154)
Interest rate futures	Interest rate futures	(179)		(123)		(491)		(896)		Interest rate futures	(95)		(2)		(401)		(312)
Total return swaps	Total return swaps	39		—		47		—		Total return swaps	(102)		8		(163)		8
Fixed index annuity embedded derivatives	Fixed index annuity embedded derivatives	—		(1)		5		(3)		Fixed index annuity embedded derivatives	(2)		4		(4)		5
Registered index linked annuity embedded derivative		58		—		121		—
Variable annuity embedded derivatives		1,060		(845)		3,055		2,439
Registered index linked annuity embedded derivatives										Registered index linked annuity embedded derivatives	(118)		60		(225)		63

Total net gains (losses) on derivative instruments excluding derivative instruments related to funds withheld under reinsurance treaties	Total net gains (losses) on derivative instruments excluding derivative instruments related to funds withheld under reinsurance treaties	870		(1,301)		4,362		(1,413)		Total net gains (losses) on derivative instruments excluding derivative instruments related to funds withheld under reinsurance treaties	(2,072)		2,933		(4,730)		1,497
Derivatives related to funds withheld under reinsurance treaties	Derivatives related to funds withheld under reinsurance treaties									Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps	Cross-currency swaps	9		6		24		11		Cross-currency swaps	(3)		12		(2)		15
Cross-currency forwards	Cross-currency forwards	67		28		136		42		Cross-currency forwards	(11)		51		(21)		69

Funds withheld embedded derivative	Funds withheld embedded derivative	824		101		3,452		555		Funds withheld embedded derivative	113		1,347		(257)		2,628
Total net gains (losses) on derivative instruments related to funds withheld under reinsurance treaties	Total net gains (losses) on derivative instruments related to funds withheld under reinsurance treaties	900		135		3,612		608		Total net gains (losses) on derivative instruments related to funds withheld under reinsurance treaties	99		1,410		(280)		2,712
Total net gains (losses) on derivative instruments including derivative instruments related to funds withheld under reinsurance treaties	Total net gains (losses) on derivative instruments including derivative instruments related to funds withheld under reinsurance treaties	$	1,770	$	(1,166)	$	7,974	$	(805)	Total net gains (losses) on derivative instruments including derivative instruments related to funds withheld under reinsurance treaties	$	(1,973)	$	4,343	$	(5,010)	$	4,209

All the Company’s trade agreements for freestanding, over-the-counter derivatives, contain credit downgrade provisions that allow a party to assign or terminate derivative transactions if the counterparty’s credit rating declines below an established limit. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of the Company’s net non-cleared, over-the-counter derivative assets by counterparty were ~~$1,453~~$581 million and ~~$1,376~~$885 million, respectively, and held collateral was ~~$1,343~~$519 million and ~~$1,576~~$858 million, respectively, related to these agreements. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of the Company’s net non-cleared, over-the-counter derivative liabilities by counterparty were ~~$1,728~~$1,451 million and ~~nil,~~$1,680 million, respectively, and provided collateral was ~~$1,707~~$1,652 million and ~~nil,~~$1,650 million, respectively, related to these agreements. If all the downgrade provisions had been triggered at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, in aggregate, the Company would have had to disburse ~~$21 million~~nil and ~~$200~~$30 million, respectively, and would have been allowed to claim ~~$110~~$263 million and ~~nil,~~$27 million, respectively.

Offsetting Assets and Liabilities

The Company’s derivative instruments, repurchase agreements and securities lending agreements are subject to master netting arrangements and collateral arrangements. A master netting arrangement with a counterparty creates a right of offset for amounts due to and due from that same counterparty that is enforceable in the event of a default or bankruptcy. The Company recognizes amounts subject to master netting arrangements on a gross basis within the Condensed Consolidated Balance Sheets.

3640

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments

The following tables present the gross and net information about the Company’s financial instruments subject to master netting arrangements (in millions):


		September 30, 2022																															June 30, 2023
		Gross Amounts Recognized				Gross Amounts Offset in the Condensed Consolidated Balance Sheets				Net Amounts Presented in the Condensed Consolidated Balance Sheets																							Gross Amounts Recognized				Gross Amounts Offset in the Condensed Consolidated Balance Sheets				Net Amounts Presented in the Condensed Consolidated Balance Sheets
								Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets																											Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets

																		Financial Instruments (1)				Cash Collateral				Securities Collateral (2)				Net Amount													Financial Instruments (1)					Cash Collateral					Securities Collateral (2)					Net Amount

Financial Assets:	Financial Assets:																														Financial Assets:
Freestanding derivative	Freestanding derivative																													Freestanding derivative
assets	assets			$	1,950					$	—			$	1,950					$	496							$	1,031		$	310			$	113	assets								$	946				$	—				$	946				$	365				$	477	$	20	$	84
Financial Liabilities:	Financial Liabilities:																													Financial Liabilities:
Freestanding derivative	Freestanding derivative																											Freestanding derivative
liabilities	liabilities	$	2,225					$	—			$	2,225			$	496			$	313			$	1,365			$	51	liabilities					$	1,816			$	—			$	1,816				$	365				$	1				$	1,439				$	11
Securities loaned	Securities loaned	27						—				27				—				27				—				—		Securities loaned					52				—				52					—					52					—					—
Repurchase agreements	Repurchase agreements	—						—				—				—				—				—				—		Repurchase agreements					1,626				—				1,626					—					—					1,626					—
Total financial liabilities	Total financial liabilities	$	2,252			$	—			$	2,252			$	496			$	340			$	1,365			$	51	Total financial liabilities					$	3,494			$	—			$	3,494				$	365				$	53				$	3,065				$	11

(1) Represents the amount that could be offset under master netting or similar arrangements that management elects not to offset on the Condensed Consolidated Balance Sheets.

(2) Excludes initial margin amounts for exchange-traded derivatives.


		December 31, 2021																															December 31, 2022
		Gross Amounts Recognized				Gross Amounts Offset in the Condensed Consolidated Balance Sheets				Net Amounts Presented in the Condensed Consolidated Balance Sheets																							Gross Amounts Recognized				Gross Amounts Offset in the Condensed Consolidated Balance Sheets				Net Amounts Presented in the Condensed Consolidated Balance Sheets
								Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets																											Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets

																		Financial Instruments (1)				Cash Collateral				Securities Collateral (2)				Net Amount													Financial Instruments (1)					Cash Collateral					Securities Collateral (2)					Net Amount

Financial Assets:	Financial Assets:																														Financial Assets:
Freestanding derivative	Freestanding derivative																													Freestanding derivative
assets	assets			$	1,417					$	—			$	1,417					$	41							$	817		$	555			$	4	assets								$	1,270				$	—				$	1,270				$	385				$	683	$	157	$	45
Financial Liabilities:	Financial Liabilities:																													Financial Liabilities:
Freestanding derivative	Freestanding derivative																											Freestanding derivative
liabilities	liabilities	$	41					$	—			$	41			$	41			$	—			$	—			$	—	liabilities					$	2,065			$	—			$	2,065				$	385				$	—				$	1,638				$	42
Securities loaned	Securities loaned	17						—				17				—				17				—				—		Securities loaned					36				—				36					—					36					—					—
Repurchase agreements	Repurchase agreements	1,572						—				1,572				—				—				1,572				—		Repurchase agreements					1,012				—				1,012					—					—					1,012					—
Total financial liabilities	Total financial liabilities	$	1,630			$	—			$	1,630			$	41			$	17			$	1,572			$	—	Total financial liabilities					$	3,113			$	—			$	3,113				$	385				$	36				$	2,650				$	42

(1) Represents the amount that could be offset under master netting or similar arrangements that management elects not to offset on the Condensed Consolidated Balance Sheets.

(2) Excludes initial margin amounts for exchange-traded derivatives.

In the above tables, the amounts of assets or liabilities presented in the Company’s Condensed Consolidated Balance Sheets are offset first by financial instruments that have the right of offset under master netting or similar arrangements with any remaining amount reduced by the amount of cash and securities collateral. The actual amount of collateral may be greater than amounts presented in the tables. The above tables exclude net embedded derivative liabilities of ~~$493~~$1,609 million and ~~$4,071~~$1,136 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, as these derivatives are not subject to master netting arrangements. The above tables also exclude the funds withheld embedded derivative asset (liability) of ~~$3,332~~$2,901 million and ~~$(120)~~$3,158 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

3741

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

6. Fair Value Measurements

The following table summarizes the fair value and carrying value of the Company’s financial instruments (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


			September 30, 2022				December 31, 2021						June 30, 2023				December 31, 2022
			Carrying Value		Fair Value		Carrying Value		Fair Value				Carrying Value		Fair Value		Carrying Value		Fair Value
Assets	Assets										Assets
												Debt securities (1)	$	44,374	$	44,374	$	44,762	$	44,762
		Debt securities (1)	$	43,907	$	43,907	$	53,375	$	53,375		Equity securities	267		267		393		393
		Equity securities	234		234		279		279			Mortgage loans (1)	10,812		10,150		11,549		10,841
		Mortgage loans (1)	11,731		11,093		11,482		11,910			Limited partnerships	3,123		3,123		3,212		3,212
		Limited partnerships	3,238		3,238		2,831		2,831			Policy loans (1)	4,381		4,381		4,377		4,377
		Policy loans (1)	4,446		4,446		4,475		4,475			Freestanding derivative instruments	946		946		1,270		1,270
		Freestanding derivative instruments	1,950		1,950		1,417		1,417			FHLBI capital stock	146		146		146		146
		Federal Home Loan Bank of Indianapolis ("FHLBI") capital stock	146		146		125		125			Cash and cash equivalents	2,100		2,100		4,298		4,298
		Cash and cash equivalents	5,331		5,331		2,623		2,623			Reinsurance recoverable on market risk benefits	194		194		221		221
		Guaranteed minimum income benefits ("GMIB") reinsurance recoverable	207		207		262		262			Market risk benefit assets	5,957		5,957		4,865		4,865
		Separate account assets	185,042		185,042		248,949		248,949			Separate account assets	212,719		212,719		195,906		195,906

Liabilities	Liabilities										Liabilities
		Annuity reserves (2)	37,390		32,592		40,389		50,116			Annuity reserves (2)	35,886		30,780		37,357		32,377
		Reserves for guaranteed investment contracts (3)	1,162		1,124		894		923			Market risk benefit liabilities	4,463		4,463		5,662		5,662
		Trust instruments supported by funding agreements (3)	4,944		4,765		5,986		6,175			Reserves for guaranteed investment contracts (3)	865		819		1,128		1,099
		FHLB funding agreements (3)	2,252		2,385		1,950		1,938			Trust instruments supported by funding agreements (3)	5,917		5,607		5,887		5,760
		Funds withheld payable under reinsurance treaties (1)	23,900		23,900		29,007		29,007			FHLB funding agreements (3)	2,105		1,914		2,004		2,104
		Long-term debt	2,634		2,339		2,649		2,745			Funds withheld payable under reinsurance treaties (1)	21,170		21,170		22,957		22,957
		Securities lending payable	27		27		17		17			Long-term debt	2,633		2,356		2,635		2,344
		Freestanding derivative instruments	2,225		2,225		41		41			Securities lending payable	52		52		36		36
		Notes issued by consolidated VIEs	1,745		1,745		1,404		1,404			Freestanding derivative instruments	1,816		1,816		2,065		2,065
		Repurchase agreements	—		—		1,572		1,572			Notes issued by consolidated VIEs	1,996		1,996		1,732		1,732
												Repurchase agreements	1,626		1,626		1,012		1,012
		Separate account liabilities	185,042		185,042		248,949		248,949
(1) Includes items carried at fair value under the fair value option and trading securities. (2) Annuity reserves represent only the components of other contract holder funds and reserves for future policy benefits and claims payable that are considered to be financial instruments. (3) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.
												Separate account liabilities	212,719		212,719		195,906		195,906
(1) Includes items carried at fair value under the fair value option and trading securities included as a component of debt securities. (2) Annuity reserves represent only the components of other contract holder funds and reserves for future policy benefits and claims payable that are considered to be financial instruments. (3) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.											(1) Includes items carried at fair value under the fair value option and trading securities included as a component of debt securities. (2) Annuity reserves represent only the components of other contract holder funds and reserves for future policy benefits and claims payable that are considered to be financial instruments. (3) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.

The following is a discussion of the methodologies used to determine fair values of the financial instruments measured on ~~both~~ a recurring ~~and nonrecurring~~ basis reported in the following tables.

Debt and Equity Securities

The fair values for debt and equity securities are determined using information available from independent pricing services, broker-dealer quotes, or internally derived estimates. Priority is given to publicly available prices from independent sources, when available. Securities for which the independent pricing service does not provide a quotation are either submitted to independent broker-dealers for prices or priced internally. Typical inputs used by these three pricing methods include reported trades, benchmark yields, credit spreads, liquidity premiums and/or estimated cash flows based on default and prepayment assumptions.

As a result of typical trading volumes and the lack of specific quoted market prices for most debt securities, independent pricing services will normally derive the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable information as outlined above. If

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

there are no recently reported trades, the independent pricing services and broker-dealers may use matrix or pricing model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at relevant market rates. Certain securities are priced using broker-dealer quotes, which may utilize

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements~~

proprietary inputs and models. Additionally, the majority of these quotes are non-binding.

Included in the pricing of asset-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment assumptions believed to be relevant for the underlying collateral. Actual prepayment experience may vary from these estimates.

Internally derived estimates may be used to develop a fair value for securities for which the Company is unable to obtain either a reliable price from an independent pricing service or a suitable broker-dealer quote. These fair value estimates may incorporate Level 2 and Level 3 inputs, as defined below, and are generally derived using expected future cash flows, discounted at market interest rates available from market sources based on the credit quality and duration of the instrument. For securities that may not be reliably priced using these internally developed pricing models, a fair value may be estimated using indicative market prices. These prices are indicative of an exit price, but the assumptions used to establish the fair value may not be observable or corroborated by market observable information and, therefore, represent Level 3 inputs.

The Company performs an analysis on the prices and credit spreads received from third parties to ensure that the prices represent a reasonable estimate of the fair value. This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals. Examples of procedures performed include initial and ongoing review of third-party pricing service methodologies, review of pricing statistics and trends, back testing recent trades and monitoring of trading volumes. In addition, the Company considers whether prices received from independent broker-dealers represent a reasonable estimate of fair value using internal and external cash flow models, which are developed based on spreads and, when available, market indices. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the available market data, the price received from the third party may be adjusted accordingly.

For those securities that were internally valued at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the pricing model used by the Company utilizes current spread levels of similarly rated securities to determine the market discount rate for the security. Furthermore, appropriate risk premiums for illiquidity and non-performance are incorporated in the discount rate. Cash flows, as estimated by the Company using issuer-specific default statistics and prepayment assumptions, are discounted to determine an estimated fair value.

On an ongoing basis, the Company reviews the independent pricing services’ valuation methodologies and related inputs and evaluates the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy distribution based upon trading activity and the observability of market inputs. Based on the results of this evaluation, each price is classified into Level 1, 2, or 3. Most prices provided by independent pricing services, including broker-dealer quotes, are classified into Level 2 due to their use of market observable inputs.

Limited Partnerships

Fair values for limited partnership interests, which are included in other invested assets, is generally determined using the proportion of the Company’s investment in the value of the net assets of each fund (“NAV equivalent”) as a practical expedient for fair value, and generally, are recorded on a three-month lag. No adjustments to these amounts were deemed necessary at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. As a result of using the net asset value per share practical expedient, limited partnership interests are not classified in the fair value hierarchy.

The Company’s limited partnership interests are not redeemable, and distributions received are generally the result of liquidation of the underlying assets of the partnerships. The Company generally has the ability under the partnership agreements to sell its interest to another limited partner with the prior written consent of the general partner. In cases when the Company expects to sell the limited partnership interest, the estimated sales price is used to determine the fair value rather than the practical expedient. These limited partnership interests are classified as Level 2 in the fair value hierarchy.

In cases when a limited partnership’s financial statements are unavailable and a NAV equivalent is not available or practical, an internally developed model is used to determine fair value for that fund. These investments are classified as Level 3 in the fair value hierarchy.

3943

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

In cases when a limited partnership’s financial statements are unavailable and a NAV equivalent is not available or practical, the fair value may be based on an internally developed model or provided by the general partner as determined using private transactions, information obtained from the primary co-investor or underlying company, or financial metrics provided by the lead sponsor. These investments are classified as Level 3 in the fair value hierarchy.

Policy Loans

Policy loans are funds provided to policyholders in return for a claim on the policies values and function like demand deposits, which are redeemable upon repayment, death or surrender, and there is only one market price at which the transaction could be settled – the then current carrying value. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans approximates fair value. The reinsurance related component of policy loans at fair value under the fair value option have been classified as Level 3 within the fair value hierarchy.

Freestanding Derivative Instruments

Freestanding derivative instruments are reported at fair value, which reflects the estimated amounts, net of payment accruals, ~~which~~that the Company would receive or pay upon sale or termination of the contracts at the reporting date. Changes in fair value are included in net gains (losses) on derivatives and investments. Freestanding derivatives priced using ~~third party~~third-party pricing services incorporate inputs that are predominantly observable in the market. Inputs used to value derivatives include interest rate swap curves, credit spreads, interest rates, counterparty credit risk, equity volatility and equity index levels.

Freestanding derivative instruments classified as Level 1 include futures, which are traded on active exchanges. Freestanding derivative instruments classified as Level 2 include interest rate swaps, cross currency swaps, cross-currency forwards, credit default swaps, total return swaps, put-swaptions and certain equity index call and put options. These derivative valuations are determined by third-party pricing services using pricing models with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data. Freestanding derivative instruments classified as Level 3 include interest rate contingent options that are valued by third-party pricing services utilizing significant unobservable inputs.

Cash and Cash Equivalents

Cash and cash equivalents primarily include money market instruments and bank deposits. Cash equivalents also includes all highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of purchase. Certain money market instruments are valued using unadjusted quoted prices in active markets and are classified as Level 1.

Funds Withheld Payable Under Reinsurance Treaties

The funds withheld payable under reinsurance treaties includes both the funds withheld payable ~~which~~that are held at fair value under the fair value option and the funds withheld embedded ~~derivative liability.~~derivative. The fair value of the funds withheld payable ~~which~~that are held at fair value under the fair value option is equal to the fair value of the assets held as collateral, which primarily consists of policy loans using industry standard valuation techniques. The funds withheld embedded derivative ~~liability~~ is determined based upon a total return swap technique referencing the fair value of the investments held under the reinsurance contract and requires certain significant unobservable inputs. The funds withheld payable ~~which~~that are held at fair value under the fair value option and the funds withheld embedded derivative are both considered Level 3 in the fair value hierarchy.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Separate Account Assets

Separate account assets are comprised of investments in mutual funds that transact regularly, but do not trade in active markets as they are not publicly available, and are categorized as Level 2 assets.

Market Risk Benefits

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements~~

Variable ~~Annuity Guarantees~~Annuities

Variable annuity contracts issued by the Company ~~offer~~may include various guaranteed minimum death, withdrawal, income and accumulation ~~benefits. Certain~~ benefits, ~~including non-life contingent components of~~which are classified as MRBs and measured at fair value. The Company discontinued offering guaranteed minimum ~~withdrawal~~interest benefits (“~~GMWB”~~GMIB”) in 2009 and ~~guaranteed minimum withdrawal benefits for life (“GMWB for Life”),~~ guaranteed minimum accumulation benefits (“GMAB”), and the reinsurance recoverable on the Company’s GMIB, are recorded at fair value. Guaranteed benefits that are not subject to fair value accounting are accounted for as insurance benefits. The Company discontinued offering the GMIB in 2009 and GMAB in 2011.

~~GMABs~~Our MRB assets and ~~non-life contingent components of GMWB and GMWB for Life contracts~~MRB liabilities are ~~recorded at~~reported separately on our Condensed Consolidated Balance Sheets. Increases to an asset or decreases to a liability are described as favorable changes to fair ~~value with changes~~value. Changes in fair value ~~recorded~~are reported in Market risk benefits (gains) losses, net ~~gains (losses)~~ on ~~derivatives and investments. The~~the Condensed Consolidated Income Statements. However, the change in fair value related to our own non-performance risk is recognized as a component of ~~the reserve~~other comprehensive income ("OCI") and is ~~based~~reported in Change in non-performance on market risk benefits, net of tax expense (benefit) on the ~~expectations~~Condensed Consolidated Statements of Comprehensive Income (Loss).

Variable annuity guaranteed benefit features classified as MRBs, which have explicit fees, are measured using the attributed fee method. Under the attributed fee method, fair value is measured as the difference between the present value of projected future ~~benefit payments~~liabilities and ~~certain future fees associated with~~ the ~~benefits.~~present value of projected attributed fees. At the inception of the contract, the Company attributes to the ~~embedded derivative~~MRB a portion of ~~rider~~total fees collected from the contract holder, which is then held static in future valuations. Those fees, generally referred to as the attributed fees, are set such that the present value of the attributed fees is equal to the present value of future claims expected to be ~~paid under~~assessed against the ~~guaranteed benefit~~contract holder's account value to offset the projected claims over the lifetime of the contract. The attributed fee is expressed as a percentage of total projected future fees at ~~the~~ inception of the contract. This percentage of total projected fees is considered a fixed term of the MRB feature and is held static over the life of the contract. This percentage may not exceed 100% of the total projected contract fees as of contract inception. As the Company may issue contracts that have projected future liabilities greater than the projected future guaranteed benefit fees at issue, the Company may also attribute mortality and expense charges when performing this calculation. The percentage of guaranteed benefit fees and the percentage of mortality and expense charges may not exceed 100% of the total projected fees as of contract inception. In subsequent valuations, both the present value of future ~~benefits~~projected liabilities and the present value of projected attributed fees are ~~revalued~~remeasured based on current market conditions and policyholder behavior assumptions. The difference between each of the two components represents the fair value of the embedded derivative. Thus, when unfavorable equity market movements cause declines in the contract holder’s account value relative to the guarantee benefit, the valuation of future expected claims would generally increase relative to the measurement performed at the inception of the contract, resulting in an increase in the fair value of the embedded derivative liability (and vice versa).

The ~~Company’s GMIB book is reinsured through~~Company has ceded the guaranteed minimum income benefit (“GMIB”) features elected on certain annuity contracts to an unrelated ~~party, and due to the net settlement provisions of the~~party. The GMIBs ceded under this reinsurance ~~agreement, this~~treaty are classified as a MRB in their entirety. The reinsurance contract ~~meets the definition of a derivative. Accordingly, the GMIB reinsurance agreement~~ is ~~recorded~~measured at fair value ~~with changes~~and reported in Reinsurance recoverable on market risk benefits.Changes in fair value are recorded in ~~net gains (losses) on derivatives and investments.~~Market risk benefits (gains) losses, net. Due to the inability to economically reinsure or hedge new issues of the GMIB, the Company discontinued offering the benefit in 2009.

Fair values for ~~GMWB, GMWB for Life, and GMAB embedded derivatives, as well as~~MRBs related to variable annuities, including the contract reinsuring GMIB ~~reinsurance recoverables,~~features, are calculated using internally developed models because active, observable markets do not exist for those guaranteed benefits.

The fair value calculation is based on the present value of future cash flows comprised of future expected benefit payments, less future attributed rider fees, over the lives of the contracts. Estimating these cash flows requires numerous estimates and subjective judgments related to capital market inputs, as well as actuarially determined assumptions related to expectations concerning policyholder behavior. Capital market inputs include expected market rates of return, market volatility, correlations of market index returns to ~~funds,~~ fund ~~performance~~returns, and discount ~~rates.~~rates, which includes an adjustment for non-performance risk. The more significant actuarial assumptions include benefit utilization by policyholders, lapse, mortality, and withdrawal rates. Best estimate assumptions plus risk margins are used as applicable.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

At each valuation date, the fair value calculation reflects expected returns based on ~~the greater of LIBOR swap rates and~~ constant maturity treasury rates as of that date to determine the value of expected future cash flows produced in a stochastic process. Volatility assumptions are based on a weighting of available market data for implied market volatility for durations up to 10 years, grading to a historical volatility level by year 15, where such long-term historical volatility levels contain an explicit risk margin. ~~Additionally, non-performance~~Non-performance risk is incorporated into the calculation ~~by using discount rates~~through the adjustment of the risk-free rate curve based on ~~a blend of yields on similarly-rated peer~~credit spreads for debt and ~~yields on JFI debt (adjusted~~debt-like instruments issued by the Company or its insurance operating subsidiaries, adjusted, as necessary, to ~~operating company levels).~~reflect the financial strength ratings of the issuing insurance subsidiaries. Risk margins are also incorporated into the model assumptions, particularly for policyholder behavior. Estimates of future policyholder behavior are subjective and are based primarily on the Company’s experience.

As markets change, mature and evolve and actual policyholder behavior emerges, management continually evaluates the appropriateness of its assumptions for ~~this component of~~ the fair value model.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements~~

The use of the models and assumptions described above requires a significant amount of judgment. Management believes ~~the aggregation of each of these components~~this results in an amount that the Company would be required to transfer for a liability, or receive for an asset, to or from a willing buyer or seller, if one existed, for those market participants to assume the risks associated with the guaranteed benefits and the related reinsurance. However, the ultimate settlement amount of the asset or liability, which is currently unknown, could likely be significantly different than this fair value.

Fixed Index Annuities

The longevity riders issued on fixed index annuities are classified as MRBs and measured at fair value. Similar to the variable annuity guaranteed benefit features, these contracts have explicit fees and are measured using the attributed fee method. The Company attributes a percentage of total projected future fees expected to be assessed against the policyholder to offset the projected future claims over the lifetime of the contract. If the fees attributed are insufficient to offset the claims at issue, the shortfall is borrowed from the host contract rather than recognizing a loss at inception.

RILA

RILA guaranteed benefit features are classified as MRBs and measured at fair value. Unlike variable or fixed index annuities, RILA products do not have explicit fees and are measured using an option-based method. The fair value measurement represents the present value of future claims payable by the MRB feature. At inception, the value of the MRB is deducted from the value of the contract resulting in no gain or loss.

See Note 12 of the Notes to Condensed Consolidated Financial Statements for more information regarding MRBs.

Fixed Index Annuities

The fair value of the index-linked crediting derivative feature embedded in fixed index annuities, ~~embedded~~included in Annuity Reserves in the above tables, is calculated using the closed form Black-Scholes Option Pricing model or Monte Carlo simulations, as appropriate for the type of option, incorporating such factors as the volatility of returns, the level of interest rates and the time remaining until the option ~~expires, is calculated using the closed form Black-Scholes Option Pricing model or Monte Carlo simulations, as appropriate for the type of option.~~expires. Additionally, assumed withdrawal rates are used to estimate the expected volume of embedded options that will be realized by policyholders.

RILA

The fair value of the ~~RILA~~index-linked crediting derivative feature embedded ~~option,~~in RILAs, included in Annuity Reserves in the above table, is calculated using the closed form Black-Scholes Option Pricing model, incorporating such factors as the volatility of returns, the level of interest rates and the time remaining until the option ~~expires, is calculated using the closed form Black-Scholes Option Pricing model.~~expires. Additionally, assumed withdrawal rates are used to estimate the expected volume of embedded options that will be realized by policyholders.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Notes Issued by Consolidated VIEs

These notes, at fair value under the fair value option, are based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interest the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2.

Fair Value Option

The Company elected the fair value option for debt securities related to certain consolidated investments totaling ~~$1,965~~$2,049 million and ~~$1,546~~$2,014 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. These debt securities are reflected on the Company’s Condensed Consolidated Balance Sheets as debt securities, at fair value under the fair value option.

The Company has elected the fair value option for certain funds withheld assets, which are held as collateral for reinsurance, totaling ~~$4,152~~$4,108 million and ~~$3,632~~$4,160 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, as discussed above, and includes mortgage loans as discussed below.

The Company elected the fair value option for certain mortgage loans held under the funds withheld reinsurance ~~agreement.~~agreement with Athene. The fair value option was elected for these mortgage loans, purchased or funded after December 31, 2021, to mitigate inconsistency in earnings that would otherwise result between these mortgage loan assets and the funds withheld liability, including the associated embedded derivative, and are valued using third-party pricing services. Changes in fair value are reflected in net investment income on the Condensed Consolidated Income Statements.

The fair value and aggregate contractual principal for mortgage loans where the fair value option was elected after December 31, 2021, were as follows (in millions):


	~~September 30,~~
	~~2022~~
~~Fair value~~	$	~~508~~
~~Aggregate contractual principal~~	~~520~~


	June 30,		December 31,
	2023		2022
Fair value	$	509	$	582
Aggregate contractual principal	519		591

As of ~~September~~June 30, ~~2022,~~2023, no loans in good standing for which the fair value option was elected were in non-accrual status, and no loans were more than 90 days past due and still accruing interest.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements~~

The Company elected the fair value option for notes issued by consolidated VIEs totaling ~~$1,745~~$1,996 million and ~~$1,404~~$1,732 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Income and changes in unrealized gains and losses on other assets for which the Company has elected the fair value option are immaterial to the Company’s Condensed Consolidated Financial Statements.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize the Company’s assets and liabilities that are carried at fair value by hierarchy levels (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


			September 30, 2022										June 30, 2023
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
Assets	Assets										Assets
												Debt securities
		Debt securities										U.S. government securities	$	4,669	$	4,669	$	—	$	—
		U.S. government securities	$	4,056	$	3,512	$	544	$	—		Other government securities	1,462		—		1,462		—
		Other government securities	1,449		—		1,449		—			Public utilities	5,331		—		5,331		—
		Public utilities	5,109		—		5,109		—			Corporate securities	26,097		—		26,076		21
		Corporate securities	25,395		—		25,318		77			Residential mortgage-backed	410		—		410		—
		Residential mortgage-backed	455		—		455		—			Commercial mortgage-backed	1,491		—		1,491		—
		Commercial mortgage-backed	1,645		—		1,645		—			Other asset-backed securities	4,914		—		4,914		—
		Other asset-backed securities	5,798		—		5,798		—			Equity securities	267		6		175		86
		Equity securities	234		16		111		107			Mortgage loans	509		—				509
		Mortgage loans	508		—				508			Limited partnerships (1)	545		—		123		422
		Limited partnerships (1)	1		—				1			Policy loans	3,438		—				3,438
		Policy loans	3,487		—				3,487			Freestanding derivative instruments	946		—		946		—
		Freestanding derivative instruments	1,950		—		1,950		—
												Cash and cash equivalents	2,100				—
		Cash and cash equivalents	5,331				—					Reinsurance recoverable on market risk benefits	194		—				194
		GMIB reinsurance recoverable	207		—				207			Market risk benefit assets	5,957		—				5,957
		Separate account assets	185,042		—		185,042		—			Separate account assets	212,719		—		212,719		—
		Total	$	240,667	$	8,859	$	227,421	$	4,387		Total	$	271,049	$	6,775	$	253,647	$	10,627

Liabilities	Liabilities										Liabilities
		Embedded derivative liabilities (2)	$	493	$	—	$	977	$	(484)		Embedded derivative liabilities (2)	$	1,609	$	—	$	1,609	$	—
		Funds withheld payable under reinsurance treaties (3)	314		—				314			Funds withheld payable under reinsurance treaties (3)	701		—				701
		Freestanding derivative instruments	2,225		—		2,225		—			Freestanding derivative instruments	1,816		—		1,816		—
		Notes issued by consolidated VIEs	1,745		—		1,745		—			Notes issued by consolidated VIEs	1,996		—		1,996		—
		Total	$	4,777	$	—	$	4,947	$	(170)		Market risk benefit liabilities	4,463		—				4,463
												Total	$	10,585	$	—	$	5,421	$	5,164
		(1) Excludes $3,237 million of limited partnership investments measured at NAV.
		(2) Includes the embedded derivative of $(484) million related to GMWB reserves included in reserves for future policy benefits and claims payable, liability of $10 million related to RILA and $967 million liability of fixed index annuities, both included in other contract holder funds on the Condensed Consolidated Balance Sheets.										(1) Excludes $2,578 million of limited partnership investments measured at NAV.
		(3) Includes the Athene embedded derivative asset of $3,332 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.										(2) Includes the embedded derivative liabilities of $639 million related to RILA and $970 million liability of fixed index annuities, both included in other contract holder funds on the Condensed Consolidated Balance Sheets.
												(3) Includes the Athene embedded derivative asset of $2,901 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.

4348

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements


			December 31, 2021										December 31, 2022
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
Assets	Assets										Assets
												Debt securities
												U.S. government securities	$	5,185	$	5,184	$	1	$	—
		Debt securities										Other government securities	1,467		—		1,467		—
		U.S. government securities	$	4,321	$	4,321	$	—	$	—		Public utilities	5,225		—		5,225		—
		Other government securities	1,619		—		1,619		—			Corporate securities	25,146		—		25,090		56
		Public utilities	6,715		—		6,715		—			Residential mortgage-backed	464		—		464		—
		Corporate securities	31,146		—		31,137		9			Commercial mortgage-backed	1,638		—		1,638		—
		Residential mortgage-backed	569		—		569		—			Other asset-backed securities	5,637		—		5,637		—
		Commercial mortgage-backed	2,038		—		2,038		—			Equity securities	393		165		106		122
		Other asset-backed securities	6,967		—		6,967		—			Mortgage loans	582		—		—		582
		Equity securities	279		111		56		112			Limited partnerships (1)	440		—		—		440
		Limited partnerships (1)	18		—		17		1			Policy loans	3,419		—		—		3,419
		Policy loans	3,467		—		—		3,467			Freestanding derivative instruments	1,270		—		1,270		—
		Freestanding derivative instruments	1,417		—		1,417		—			Cash and cash equivalents	4,298		4,298		—		—
		Cash and cash equivalents	2,623		2,623		—		—			Reinsurance recoverable on market risk benefits	221		—		—		221
		GMIB reinsurance recoverable	262		—		—		262			Market risk benefit assets	4,865		—		—		4,865
		Separate account assets	248,949		—		248,949		—			Separate account assets	195,906		—		195,906		—
		Total	$	310,390	$	7,055	$	299,484	$	3,851		Total	$	256,156	$	9,647	$	236,804	$	9,705

Liabilities	Liabilities										Liabilities
		Embedded derivative liabilities (2)	$	4,071	$	—	$	1,445	$	2,626		Embedded derivative liabilities (2)	$	1,135	$	—	$	1,135	$	—
		Funds withheld payable under reinsurance treaties (3)	3,759		—		—		3,759			Funds withheld payable under reinsurance treaties (3)	424		—		—		424
		Freestanding derivative instruments	41		—		41		—			Freestanding derivative instruments	2,065		—		2,065		—
		Notes issued by consolidated VIEs	1,404		—		1,404		—			Notes issued by consolidated VIEs	1,732		—		1,732		—
		Total	$	9,275	$	—	$	2,890	$	6,385		Market risk benefit liabilities	5,662		—		—		5,662
												Total	$	11,018	$	—	$	4,932	$	6,086
		(1) Excludes $2,813 million of limited partnership investments measured at NAV.
		(2) Includes the embedded derivative liabilities of $2,626 million related to GMWB reserves included in reserves for future policy benefits and claims payable, $6 million of RILA and $1,439 million of fixed index annuities, both included in other contract holder funds on the Condensed Consolidated Balance Sheets.										(1) Excludes $2,772 million of limited partnership investments measured at NAV.
		(3) Includes the Athene embedded derivative liability of $120 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.										(2) Includes the embedded derivative liabilities of $205 million related to RILA and $931 million of fixed index annuities, both included in other contract holder funds on the Condensed Consolidated Balance Sheets.
												(3) Includes the Athene embedded derivative asset of $3,158 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.

4449

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)

Level 3 Assets and Liabilities by Price Source

The table below presents the balances of Level 3 assets and liabilities measured at fair value with their corresponding pricing sources (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


									June 30, 2023
Assets								Assets	Total		Internal		External
Debt securities:								Debt securities:

Corporate								Corporate	$	21	$	—	$	21

Equity securities								Equity securities	86		—		86
Mortgage loans								Mortgage loans	509		—		509
Limited partnerships								Limited partnerships	422		1		421
Policy loans								Policy loans	3,438		3,438		—
Reinsurance recoverable on market risk benefits								Reinsurance recoverable on market risk benefits	194		194		—
Market risk benefit assets								Market risk benefit assets	5,957		5,957		—
Total								Total	$	10,627	$	9,590	$	1,037

Liabilities								Liabilities
Funds withheld payable under reinsurance treaties (1)								Funds withheld payable under reinsurance treaties (1)	701		701		—
Market risk benefit liabilities								Market risk benefit liabilities	4,463		4,463		—
Total								Total	$	5,164	$	5,164	$	—

(1) Includes the Athene embedded derivative asset of $2,901 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.								(1) Includes the Athene embedded derivative asset of $2,901 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.

		September 30, 2022							December 31, 2022
Assets	Assets	Total		Internal		External		Assets	Total		Internal		External
Debt securities:	Debt securities:							Debt securities:
Corporate	Corporate	$	77	$	—	$	77	Corporate	$	56	$	—	$	56

Equity securities	Equity securities	107		—		107		Equity securities	122		1		121
Mortgage loans	Mortgage loans	508		—		508		Mortgage loans	582		—		582
Limited partnerships	Limited partnerships	1		1		—		Limited partnerships	440		8		432
Policy loans	Policy loans	3,487		3,487		—		Policy loans	3,419		3,419		—

GMIB reinsurance recoverable		207		207		—
Reinsurance recoverable on market risk benefits								Reinsurance recoverable on market risk benefits	221		221		—
Market risk benefit assets								Market risk benefit assets	4,865		4,865		—
Total	Total	$	4,387	$	3,695	$	692	Total	$	9,705	$	8,514	$	1,191

Liabilities	Liabilities							Liabilities
Embedded derivative liabilities (1)		$	(484)	$	(484)	$	—
Funds withheld payable under reinsurance treaties (2)		314		314		—
Funds withheld payable under reinsurance treaties (1)								Funds withheld payable under reinsurance treaties (1)	424		424		—
Market risk benefit liabilities								Market risk benefit liabilities	5,662		5,662		—
Total	Total	$	(170)	$	(170)	$	—	Total	$	6,086	$	6,086	$	—

(1) Includes the embedded derivative related to GMWB reserves.
(2) Includes the Athene embedded derivative asset of $3,332 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.

		December 31, 2021
Assets		Total		Internal		External
Debt securities:
Corporate		$	9	$	—	$	9

Equity securities		112		1		111
Limited partnerships		1		1		—
Policy loans		3,467		3,467		—
GMIB reinsurance recoverable		262		262		—
Total		$	3,851	$	3,731	$	120

Liabilities
Embedded derivative liabilities (1)		$	2,626	$	2,626	$	—
Funds withheld payable under reinsurance treaties (2)		3,759		3,759		—
Total		$	6,385	$	6,385	$	—

(1) Includes the embedded derivative related to GMWB reserves.
(2) Includes the Athene embedded derivative liability of $120 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.
(1) Includes the Athene embedded derivative asset of $3,158 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.								(1) Includes the Athene embedded derivative asset of $3,158 million and funds withheld payable under reinsurance treaties at fair value under the fair value option.

External pricing sources for securities represent unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

4550

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Quantitative Information Regarding Internally-Priced Level 3 Assets and Liabilities

The table below presents quantitative information on ~~significant~~ internally-priced Level 3 assets and liabilities that use significant unobservable inputs (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):

As of ~~September~~June 30, ~~2022~~2023

Fair
Value

Valuation Technique(s)

Significant Unobservable Input(s)

Assumption or Input Range

Impact of Increase in Input on Fair Value

Assets

~~GMIB reinsurance~~Reinsurance recoverable on market risk benefits

~~207~~194

Discounted cash
flow

Mortality(1)

0.01% - ~~23.42%~~23.33%

Decrease

Lapse(2)

~~3.30%~~2.97% - ~~9.00%~~8.10%

Decrease

Utilization(3)

0.00% - 20.00%

Increase

Withdrawal(4)

~~3.75%~~47.50% - ~~4.50%~~52.50%

Increase

~~Nonperformance~~Non-performance risk(5)

~~0.00%~~0.50% - ~~2.57%~~1.87%

Decrease

Long-term Equity Volatility(6)

18.50% ~~- 23.98%~~

Increase

Market risk benefit assets

5,957

Discounted cash flow

Mortality(1)

0.01% - 23.33%

Decrease

Lapse(2)

0.05% - 41.28%

Decrease

Utilization(3)

0.00% - 100.00%

Increase

Withdrawal(4)

11.25% - 100.00%

Increase

Non-performance risk(5)

1.63% - 2.46%

Decrease

Long-term Equity Volatility(6)

18.50%

Increase

Liabilities

~~Embedded derivative~~Market risk benefit liabilities

~~(484)~~4,463

Discounted cash flow

Mortality(1)

~~0.04%~~0.01% - ~~21.45%~~23.33%

Decrease

Lapse(2)

~~0.20%~~0.05% - ~~30.90%~~41.28%

Decrease

Utilization(3)

~~5.00%~~0.00% - 100.00%

Increase

Withdrawal(4)

~~58.00%~~11.25% - ~~97.00%~~100.00%

Increase

~~Nonperformance~~Non-performance risk(5)

~~0.00%~~1.63% - ~~2.57%~~2.46%

Decrease

Long-term Equity Volatility(6)

18.50% ~~- 23.98%~~

Increase

(1) Mortality rates vary by attained age, tax qualification status, ~~GMWB~~guaranteed benefit election, and duration. The range displayed reflects ages from the minimum issue age for the benefit through age 95, which corresponds to the typical maturity age. A mortality improvement assumption is also applied.

(2) Base lapse rates vary by contract-level factors, such as product type, surrender charge schedule and optional benefits election. Lapse rates are further adjusted based on the degree to which a guaranteed benefit is in-the-money, with lower lapse applying when benefits are more in-the-money. Lapse rates are also adjusted to reflect lower lapse expectations when ~~GMWB~~guaranteed benefits are utilized.

(3) The utilization rate represents the expected percentage of contracts that will utilize the benefit through annuitization (GMIB) or commencement of withdrawals (GMWB). Utilization may vary by benefit type, attained age, duration, tax qualification status, benefit provision, and degree to which the guaranteed benefit is in-the-money.

(4) The withdrawal rate represents the ~~utilization rate of the contract’s free partial withdrawal provision (GMIB) or the~~ percentage of annual withdrawal assumed relative to the maximum allowable withdrawal amount ~~(GMWB). Withdrawal~~under the free partial withdrawal provision or the GMWB, as applicable. Free partial withdrawal rates ~~on contracts with a GMIB~~ vary based on the product type and duration. Withdrawal rates on contracts with a GMWB vary based on attained age, tax qualification status, GMWB type and GMWB benefit provisions.

(5) ~~Nonperformance~~Non-performance risk adjustment is applied as a spread over the risk-free rate to determine the rate used to discount the related cash flows and varies by projection year.

(6) Long-term equity volatility represents the equity volatility beyond the period for which observable equity volatilities are available.

4651

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

As of December 31, ~~2021~~2022

Fair
Value

Valuation Technique(s)

Significant Unobservable Input(s)

Assumption or Input Range

Impact of Increase in Input on Fair Value

Assets

~~GMIB reinsurance~~Reinsurance recoverable on market risk benefits

~~262~~221

Discounted cash flow

Mortality(1)

0.01% - ~~23.42%~~23.33%

Decrease

Lapse(2)

~~3.30%~~2.97% - ~~9.00%~~8.10%

Decrease

Utilization(3)

0.00% - 20.00%

Increase

Withdrawal(4)

~~3.75%~~47.50% - ~~4.50%~~52.50%

Increase

~~Nonperformance~~Non-performance risk(5)

~~0.11%~~0.64% - ~~1.50%~~2.27%

Decrease

Long-term Equity Volatility(6)

18.50% - ~~22.06%~~23.68%

Increase

Market risk benefit assets

4,865

Discounted cash flow

Mortality(1)

0.01% - 23.33%

Decrease

Lapse(2)

0.05% - 41.28%

Decrease

Utilization(3)

0.00% - 100.00%

Increase

Withdrawal(4)

11.25% - 100.00%

Increase

Non-performance risk(5)

0.64% - 2.27%

Decrease

Long-term Equity Volatility(6)

18.50% - 23.68%

Increase

Liabilities

~~Embedded derivative~~Market risk benefit liabilities

~~2,626~~5,662

Discounted cash flow

Mortality(1)

~~0.04%~~0.01% - ~~21.45%~~23.33%

Decrease

Lapse(2)

~~0.20%~~0.05% - ~~30.90%~~41.28%

Decrease

Utilization(3)

~~5.00%~~0.00% - 100.00%

Increase

Withdrawal(4)

~~58.00%~~11.25% - ~~97.00%~~100.00%

Increase

~~Nonperformance~~Non-performance risk(5)

~~0.11%~~0.64% - ~~1.50%~~2.27%

Decrease

Long-term Equity Volatility(6)

18.50% - ~~22.06%~~23.68%

Increase

(5) ~~Nonperformance~~Non-performance risk adjustment is applied as a spread over the risk-free rate to determine the rate used to discount the related cash flows and varies by projection year.

(6) Long-term equity volatility represents the equity volatility beyond the period for which observable equity volatilities are available.

4752

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Sensitivity to Changes in Unobservable Inputs

The following is a general description of sensitivities of significant unobservable inputs and their impact on the fair value measurement for the assets and liabilities reflected in the tables above.

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, securities of $1 million and $2$9 million are fair valued using techniques incorporating unobservable inputs and are classified in Level 3 of the fair value hierarchy, respectively. For these assets, their unobservable inputs and ranges of possible inputs do not materially affect their fair valuations and have been excluded from the quantitative information in the tables above.

Policy loans that support funds withheld reinsurance agreements that are held at fair value under the fair value option on the Company’s Condensed Consolidated Balance Sheets are excluded from the tables above. These policy loans do not have a stated maturity and the balances, plus accrued investment income, are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans, which includes accrued investment income, approximates fair value and ~~have been~~is classified as Level 3 within the fair value hierarchy.

~~Funds withheld payable under reinsurance treaties, for funds withheld payable held at fair value under the fair value option and the Athene embedded derivative, are excluded from the tables above.~~ The fair value of funds withheld payable under the Reassure America Life Insurance Company ("REALIC") reinsurance treaties, ~~excluding the Athene embedded derivative,~~ is determined based upon the fair value of the funds withheld investments held by the Company ~~related to~~and is excluded from the ~~Company’s~~tables above. The funds withheld payable under the Athene reinsurance ~~treaties.~~treaty includes the Athene embedded derivative which is measured at fair value. The ~~Athene~~valuation of the embedded derivative utilizes a total return swap technique ~~which~~that incorporates the fair value of the invested assets supporting the reinsurance agreement as a component of the valuation. As a result, these valuations for the funds withheld payable under the REALIC reinsurance treaties and the Athene embedded derivative require certain significant inputs ~~which~~that are generally not observable and, accordingly, the valuation is considered Level 3 in the fair value hierarchy.

The GMIB reinsurance recoverable fair value calculation is based on the present value of future cash flows comprised of future expected reinsurance benefit receipts, less future attributed premium payments to reinsurers, over the lives of the contracts. Estimating these cash flows requires actuarially determined assumptions related to expectations concerning policyholder behavior and long-term market volatility. The more significant policyholder behavior actuarial assumptions include benefit utilization, fund allocation, lapse, and mortality.

~~Embedded derivative liabilities classified in Level 3 represent the~~The MRB asset and liability fair value of ~~guaranteed minimum withdrawal benefits~~ ~~and~~ ~~guaranteed minimum accumulation benefits~~ ~~liabilities. These fair value calculations are~~calculation is based on the present value of future cash flows comprised of future expected benefit payments, less future attributed ~~rider~~ fees (if applicable), over the lives of the contracts. Estimating these cash flows requires numerous estimates and subjective judgments related to capital market inputs, as well as actuarially determined assumptions related to expectations concerning policyholder ~~behavior and long-term market volatility.~~behavior. The more significant ~~policyholder behavior~~ actuarial assumptions include benefit utilization ~~fund allocation,~~by policyholders, lapse, mortality, and ~~mortality.~~withdrawal rates. Best estimate assumptions plus risk margins are used as applicable.

4853

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

The tables below, 2022 information recast for the adoption of LDTI, provide ~~roll forwards~~roll-forwards for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 of the financial instruments for which significant unobservable inputs (Level 3) are used in the fair value measurement. Gains and losses in the tables below include changes in fair value due partly to observable and unobservable factors. The Company utilizes derivative instruments to manage the risk associated with certain assets and liabilities. However, the derivative instruments hedging the related risks may not be classified within the same fair value hierarchy level as the associated assets and liabilities. Therefore, the impact of the derivative instruments reported in Level 3 may vary significantly from the total income effect of the hedged instruments.


					Total Realized/Unrealized Gains (Losses) Included in														Total Realized/Unrealized Gains (Losses) Included in
									Purchases,														Purchases,
			Fair Value						Sales,		Transfers		Fair Value				Fair Value						Sales,		Transfers		Fair Value
			as of				Other		Issuances		in and/or		as of				as of		Net		Other		Issuances		in and/or		as of
			July 1,		Net		Comprehensive		and		(out of)		September 30,				April 1,		Income		Comprehensive		and		(out of)		June 30,
Three Months Ended September 30, 2022			2022		Income				Settlements		Level 3		2022
Three Months Ended June 30, 2023															Three Months Ended June 30, 2023		2023		(Loss)		Income (Loss)		Settlements		Level 3		2023
Assets	Assets														Assets
		Debt securities														Debt securities
		Corporate securities	$	47	$	(5)	$	(1)	$	10	$	26	$	77		Corporate securities	$	26	$	(9)	$	1	$	(1)	$	4	$	21

		Equity securities	124		(6)		—		(11)		—		107			Equity securities	111		(25)		—		1		(1)		86
		Mortgage loans	357		(7)		—		158		—		508			Mortgage loans	480		—		—		29		—		509
		Limited partnerships	1		—		—		—		—		1			Limited partnerships	448		(26)		—		—		—		422
		GMIB reinsurance recoverable	232		(25)		—		—		—		207			Reinsurance recoverable on market risk benefits	238		(44)		—		—		—		194
		Policy loans	3,485		(27)		—		29		—		3,487			Market risk benefit assets	5,204		753		—		—		—		5,957
																Policy loans	3,427		78		—		(67)		—		3,438

Liabilities	Liabilities														Liabilities
		Embedded derivative liabilities	$	(601)	$	1,085	$	—	$	—	$	—	$	484		Funds withheld payable under reinsurance treaties	(803)		37		—		65		—		(701)
		Funds withheld payable under reinsurance treaties	(1,141)		857		—		(30)		—		(314)			Market risk benefit liabilities	(5,560)		1,861		(764)		—		—		(4,463)

Total Realized/Unrealized Gains (Losses) Included in
Purchases,
Fair Value Sales, Transfers Fair Value
as of Other Issuances in and/or as of
July 1, Net Comprehensive and (out of) September 30,
Three Months Ended September 30, 2021 2021 Income Income Settlements Level 3 2021
Assets
Debt securities
Corporate securities $ 31 $ — $ — $ 3 $ (26) $ 8
Equity securities 103 6 — 1 — 110
Limited partnerships 1 — — — — 1
GMIB reinsurance recoverable 267 11 — — — 278
Policy loans 3,538 (136) — 86 — 3,488
Liabilities
Embedded derivative liabilities $ (2,236) $ (856) $ — $ — $ — $ (3,092)
Funds withheld payable under reinsurance treaties (4,082) 236 — (86) — (3,932)


				Total Realized/Unrealized Gains (Losses) Included in
								Purchases,
		Fair Value						Sales,		Transfers		Fair Value
		as of		Net		Other		Issuances		in and/or		as of
		April 1,		Income		Comprehensive		and		(out of)		June 30,
Three Months Ended June 30, 2022		2022		(Loss)		Income (Loss)		Settlements		Level 3		2022
Assets
	Debt securities
	Corporate securities	$	14	$	5	$	—	$	1	$	27	$	47

	Equity securities	115		13		—		(4)		—		124
	Mortgage loans	190		(5)		—		172		—		357
	Limited partnerships	396		—		—		—		—		396
	Reinsurance recoverable on market risk benefits	326		(20)		—		—		—		306
	Market risk benefit assets	2,433		(104)		—		—		—		2,329
	Policy loans	3,472		76		—		(63)		—		3,485

Liabilities
	Funds withheld payable under reinsurance treaties	(2,479)		1,272		—		66		—		(1,141)
	Market risk benefit liabilities	(5,902)		(1,060)		1,017		—		—		(5,945)

4954

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements


					Total Realized/Unrealized Gains (Losses) Included in														Total Realized/Unrealized Gains (Losses) Included in
									Purchases,														Purchases,
			Fair Value						Sales,		Transfers		Fair Value				Fair Value						Sales,		Transfers		Fair Value
			as of				Other		Issuances		in and/or		as of				as of		Net		Other		Issuances		in and/or		as of
			January 1,		Net		Comprehensive		and		(out of)		September 30,				January 1,		Income		Comprehensive		and		(out of)		June 30,
Nine Months Ended September 30, 2022			2022		Income				Settlements		Level 3		2022
Six Months Ended June 30, 2023															Six Months Ended June 30, 2023		2023		(Loss)		Income (Loss)		Settlements		Level 3		2023
Assets	Assets														Assets
		Debt securities														Debt securities
		Corporate securities	$	9	$	—	$	(1)	$	13	$	56	$	77		Corporate securities	$	56	$	(9)	$	—	$	(4)	$	(22)	$	21

		Equity securities	112		10		—		(15)		—		107			Equity securities	122		(35)		—		—		(1)		86
		Mortgage loans	—		(10)		—		518		—		508			Mortgage loans	582		(2)		—		(71)		—		509
		Limited partnerships	1		—		—		—		—		1			Limited partnerships	440		(22)		—		11		(7)		422
		GMIB reinsurance recoverable	262		(55)		—		—		—		207			Reinsurance recoverable on market risk benefits	221		(27)		—		—		—		194
		Policy loans	3,467		109		—		(89)		—		3,487			Market risk benefit assets	4,865		1,092		—		—		—		5,957
																Policy loans	3,419		107		—		(88)		—		3,438

Liabilities	Liabilities														Liabilities
		Embedded derivative liabilities	$	(2,626)	$	3,110	$	—	$	—	$	—	$	484		Funds withheld payable under reinsurance treaties	(424)		(362)		—		85		—		(701)
		Funds withheld payable under reinsurance treaties	(3,759)		3,349		—		96		—		(314)			Market risk benefit liabilities	(5,662)		1,679		(480)		—		—		(4,463)


					Total Realized/Unrealized Gains (Losses) Included in														Total Realized/Unrealized Gains (Losses) Included in
									Purchases,														Purchases,
			Fair Value						Sales,		Transfers		Fair Value				Fair Value						Sales,		Transfers		Fair Value
			as of				Other		Issuances		in and/or		as of				as of		Net		Other		Issuances		in and/or		as of
			January 1,		Net		Comprehensive		and		(out of)		September 30,				January 1,		Income		Comprehensive		and		(out of)		June 30,
Nine Months Ended September 30, 2021			2021		Income				Settlements		Level 3		2021
Six Months Ended June 30, 2022															Six Months Ended June 30, 2022		2022		(Loss)		Income (Loss)		Settlements		Level 3		2022
Assets	Assets														Assets
																Debt securities
																Corporate securities	$	9	$	5	$	—	$	3	$	30	$	47
		Debt securities
		Corporate securities	$	29	$	2	$	—	$	8	$	(31)	$	8		Equity securities	112		16		—		(4)		—		124
																Mortgage loans	—		(3)		—		360		—		357
		Equity securities	104		13		—		(7)		—		110			Limited partnerships	396		—		—		—		—		396
		Limited partnerships	1		—		—		—		—		1			Reinsurance recoverable on market risk benefits	383		(77)		—		—		—		306
		GMIB reinsurance recoverable	340		(62)		—		—		—		278			Market risk benefit assets	1,664		665		—		—		—		2,329
		Policy loans	3,455		(11)		—		44		—		3,488			Policy loans	3,467		136		—		(118)		—		3,485

Liabilities	Liabilities														Liabilities
		Embedded derivative liabilities	$	(5,592)	$	2,500	$	—	$	—	$	—	$	(3,092)		Funds withheld payable under reinsurance treaties	(3,759)		2,492		—		126		—		(1,141)
		Funds withheld payable under reinsurance treaties	(4,453)		565		2		(46)		—		(3,932)			Market risk benefit liabilities	(8,033)		135		1,953		—		—		(5,945)

5055

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

The components of the amounts included in purchases, sales, issuances and settlements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 shown above are as follows (in millions):


Three Months Ended September 30, 2022			Purchases		Sales		Issuances		Settlements		Total
Three Months Ended June 30, 2023													Three Months Ended June 30, 2023		Purchases		Sales		Issuances		Settlements		Total
Assets	Assets												Assets
		Debt securities												Debt securities
		Corporate securities	$	12	$	(2)	$	—	$	—	$	10		Corporate securities	$	(1)	$	—	$	—	$	—	$	(1)
		Equity securities	1		(12)		—				(11)			Equity securities	—		1		—				1
		Mortgage loans	159		(1)		—				158			Mortgage loans	99		(70)		—				29
														Limited partnerships	—
		Policy loans	—				74		(45)		29			Policy loans	—						(67)
		Total	$	172	$	(15)	$	74	$	(45)	$	186		Total	$	98	$	(69)	$	—	$	(67)	$	(38)

Liabilities	Liabilities												Liabilities
		Funds withheld payable under reinsurance treaties	$	—	$	—	$	(79)	$	49	$	(30)		Funds withheld payable under reinsurance treaties	$	—	$	—	$	(1)	$	66	$	65

Three Months Ended September 30, 2021			Purchases		Sales		Issuances		Settlements		Total
Three Months Ended June 30, 2022													Three Months Ended June 30, 2022		Purchases		Sales		Issuances		Settlements		Total
Assets	Assets												Assets
														Debt securities
		Debt securities												Corporate securities	$	1	$	—	$	—	$	—	$	1
		Corporate securities	$	3	$	—	$	—	$	—	$	3		Equity securities	—		(4)		—				(4)
		Equity securities	1		—						1			Mortgage loans	172		—						172

		Policy loans	—				156		(70)		86			Policy loans	—				1		(64)		(63)
		Total	$	4	$	—	$	156	$	(70)	$	90		Total	$	173	$	(4)	$	1	$	(64)	$	106

Liabilities	Liabilities												Liabilities
		Funds withheld payable under reinsurance treaties	$	—	$	—	$	(187)	$	101	$	(86)		Funds withheld payable under reinsurance treaties	$	—	$	—	$	(1)	$	67	$	66

Nine Months Ended September 30, 2022 Purchases Sales Issuances Settlements Total
Assets
Debt securities
Corporate securities $ 15 $ (2) $ — $ — $ 13
Equity securities 1 (16) — — (15)
Mortgage loans 519 (1) — — 518
Policy loans — — 105 (194) (89)
Total $ 535 $ (19) $ 105 $ (194) $ 427
Liabilities
Funds withheld payable under reinsurance treaties $ — $ — $ (111) $ 207 $ 96
Nine Months Ended September 30, 2021 Purchases Sales Issuances Settlements Total
Assets
Debt securities
Corporate securities $ 9 $ (1) $ — $ — $ 8
Equity securities 1 (8) — — (7)
Policy loans — — 192 (148) 44
Total $ 10 $ (9) $ 192 $ (148) $ 45
Liabilities
Funds withheld payable under reinsurance treaties $ — $ — $ (398) $ 352 $ (46)

For the three and nine months ended September 30, 2022 and 2021, there were no transfers from Level 3 to NAV. For the three and nine months ended September 30, 2022, transfers from Level 3 to Level 2 of the fair value hierarchy were $4 million and $9 million, respectively, and transfers from Level 2 to Level 3 were $30 million and $65 million, respectively.


Six Months Ended June 30, 2023		Purchases		Sales		Issuances		Settlements		Total
Assets
	Debt securities
	Corporate securities	$	—	$	(4)	$	—	$	—	$	(4)
	Equity securities	—		—		—		—		—
	Mortgage loans	135		(206)		—		—		(71)
	Limited partnerships	18		(7)		—		—		11
	Policy loans	—		—		35		(123)		(88)
	Total	$	153	$	(217)	$	35	$	(123)	$	(152)

Liabilities
	Funds withheld payable under reinsurance treaties	$	—	$	—	$	(36)	$	121	$	85

Six Months Ended June 30, 2022		Purchases		Sales		Issuances		Settlements		Total
Assets
	Debt securities
	Corporate securities	$	3	$	—	$	—	$	—	$	3
	Equity securities	—		(4)		—		—		(4)
	Mortgage loans	360		—		—		—		360

	Policy loans	—		—		31		(149)		(118)
	Total	$	363	$	(4)	$	31	$	(149)	$	241

Liabilities
	Funds withheld payable under reinsurance treaties	$	—	$	—	$	(32)	$	158	$	126

5156

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2023, transfers from Level 3 to Level 2 of the fair value hierarchy were ~~$29~~$(6) million and ~~$52~~$31 million, respectively, transfers from Level 2 to Level 3 were $(3) million and $8 million, respectively, and transfers from Level 3 to NAV were nil and $7 million, respectively.

For the three and six months ended June 30, 2022, transfers from Level 3 to Level 2 of the fair value hierarchy were $1 million and $5 million, respectively, and transfers from Level 2 to Level 3 were $3$28 million and ~~$21~~$35 million, ~~respectively.~~respectively, and no transfers from Level 3 to NAV.

The portion of gains (losses) included in net income (loss) or ~~other comprehensive income (loss) ("OCI")~~OCI attributable to the change in unrealized gains and losses on Level 3 financial instruments still held was as follows (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,										Three Months Ended June 30,
		2022					2021					2023				2022
		Included in Net Income		Included in OCI			Included in Net Income		Included in OCI			Included in Net Income		Included in OCI		Included in Net Income		Included in OCI
Assets	Assets					Assets
Debt securities	Debt securities														Debt securities
Corporate securities	Corporate securities	$	(5)	$	(1)		$	—	$	—	Corporate securities	$	(9)	$	1	$	5	$	—

Equity securities	Equity securities	(6)		—			6		—		Equity securities	(25)		—		13		—
Mortgage loans	Mortgage loans	(7)		—			—		—		Mortgage loans	—		—		(5)		—

GMIB reinsurance recoverable		(25)		—			11		—
Limited partnerships											Limited partnerships	(32)		—		—		—
Reinsurance recoverable on market risk benefits											Reinsurance recoverable on market risk benefits	(44)		—		(20)		—
Market risk benefit assets											Market risk benefit assets	753		—		(104)		—
Policy loans	Policy loans	(27)		—			(136)		—		Policy loans	78		—		76		—

Liabilities	Liabilities										Liabilities
Embedded derivative liabilities		$	1,085	$	—		$	(856)	$	—
Funds withheld payable under reinsurance treaties	Funds withheld payable under reinsurance treaties	857		—			110		—		Funds withheld payable under reinsurance treaties	37		—		1,272		—
Market risk benefit liabilities											Market risk benefit liabilities	1,861		(764)		(1,060)		1,017


		Nine Months Ended September 30,										Six Months Ended June 30,
		2022					2021					2023				2022
		Included in Net Income		Included in OCI			Included in Net Income		Included in OCI			Included in Net Income		Included in OCI		Included in Net Income		Included in OCI
Assets	Assets					Assets
Debt securities	Debt securities														Debt securities
Corporate securities	Corporate securities	$	—	$	(1)		$	2	$	—	Corporate securities	$	(9)	$	—	$	5	$	—

Equity securities	Equity securities	10		—			13		—		Equity securities	(35)		—		16		—
Mortgage loans	Mortgage loans	(10)		—			—		—		Mortgage loans	(2)		—		(3)		—

GMIB reinsurance recoverable		(55)		—			(62)		—
Limited partnerships											Limited partnerships	(22)		—		—		—
Reinsurance recoverable on market risk benefits											Reinsurance recoverable on market risk benefits	(27)		—		(77)		—
Market risk benefit assets											Market risk benefit assets	1,092		—		665		—
Policy loans	Policy loans	109		—			(11)		—		Policy loans	107		—		136		—

Liabilities	Liabilities										Liabilities
Embedded derivative liabilities		$	3,110	$	—		$	2,500	$	—
Funds withheld payable under reinsurance treaties	Funds withheld payable under reinsurance treaties	3,349		—			565		—		Funds withheld payable under reinsurance treaties	(362)		—		2,492		—
Market risk benefit liabilities											Market risk benefit liabilities	1,679		(480)		135		1,953

5257

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Fair Value of Financial Instruments Carried at Other Than Fair Value

The following is a discussion of the methodologies used to determine fair values of the financial instruments measured on a nonrecurring basis reported in the following table.

Mortgage Loans

Fair values are generally determined by discounting expected future cash flows at current market interest rates, inclusive of a credit spread, for similar quality loans. For loans whose value is dependent on the underlying property, fair value is the estimated value of the collateral. Certain characteristics considered significant in determining the spread or collateral value may be based on internally developed estimates. As a result, these investments have been classified as Level 3 within the fair value hierarchy.

Mortgage loans held under the funds withheld reinsurance agreement are valued using third-party pricing services, which may use economic inputs, geographical information, and property specific assumptions in deriving the fair value price. The Company reviews the valuations from these pricing providers to ensure they are reasonable. Due to lack of observable inputs, these investments have been classified as Level 3 within the fair value hierarchy.

Policy Loans

Policy loans are funds provided to policyholders in return for a claim on the policies values and function like demand deposits which are redeemable upon repayment, death or surrender, and there is only one market price at which the transaction could be settled – the then current carrying value. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans approximates fair value. The non-reinsurance related component of policy loans has been classified as Level 3 within the fair value hierarchy.

FHLBI Capital Stock

FHLBI capital stock, which is included in other invested assets, can only be sold to FHLBI at a constant price of $100 per share. Due to the lack of valuation uncertainty, the investment has been classified as Level 1.

Other Contract Holder Funds

Fair values for immediate annuities without mortality features are derived by discounting the future estimated cash flows using current market interest rates for similar maturities. Fair values for deferred annuities, including the fixed option on variable annuities, fixed annuities, fixed index annuities and RILAs, are determined using projected future cash flows discounted at current market interest rates.

Fair values for guaranteed investment contracts, ~~are based on the present value of future cash flows discounted at current market interest rates.~~

~~Fair values for~~ trust instruments supported by funding agreements and FHLB funding agreements are based on the present value of future cash flows discounted at current market interest rates.

~~Fair values of the FHLB funding agreements are based on the present value of future cash flows discounted at current market interest rates.~~

Funds Withheld Payable Under Reinsurance Treaties

The fair value of the funds withheld payable is equal to the fair value of the assets held as collateral, which primarily consists of bonds, mortgages, limited partnerships, and cash and cash equivalents. The fair value of the assets generally uses industry standard valuation techniques as described above and the funds withheld payable components are valued consistent with the assets in the fair value hierarchy.

5358

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

Debt

Fair values for the Company’s surplus notes and long-term debt are generally determined by prices obtained from independent broker dealers or discounted cash flow models. Such prices are derived from market observable inputs and are classified as Level 2.

Securities Lending Payable

The Company’s securities lending payable is set equal to the cash collateral received. Due to the short-term nature of the loans, carrying value is a reasonable estimate of fair value and is classified as Level 2.

FHLB Advances

Carrying value of the Company’s FHLB advances, which are included in other liabilities, is considered a reasonable estimate of fair value due to their short-term maturities and are classified as Level 2.

Repurchase Agreements

Carrying value of the Company’s repurchase agreements is considered a reasonable estimate of fair value due to their short-term maturities and are classified as Level 2.

Separate Account Liabilities

The values of separate account liabilities are set equal to the values of separate account assets, which are comprised of investments in mutual funds that transact regularly, but do not trade in active markets as they are not publicly available, and, are categorized as Level 2.

5459

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements

The table below presents the carrying amount and fair value by fair value hierarchy level of certain financial instruments that are not reported at fair value (in millions).:


		September 30, 2022											June 30, 2023
				Fair Value											Fair Value
		Carrying Value		Total		Level 1		Level 2		Level 3			Carrying Value		Total		Level 1		Level 2		Level 3
Assets	Assets											Assets
Mortgage loans	Mortgage loans	$	11,223	$	10,585	$	—	$	—	$	10,585	Mortgage loans	$	10,303	$	9,641	$	—	$	—	$	9,641
Policy loans	Policy loans	959		959		—		—		959		Policy loans	943		943		—		—		943
FHLBI capital stock	FHLBI capital stock	146		146		146		—		—		FHLBI capital stock	146		146		146		—		—

Liabilities	Liabilities											Liabilities
Annuity reserves (1)	Annuity reserves (1)	$	36,897	$	32,099	$	—	$	—	$	32,099	Annuity reserves (1)	$	34,277	$	29,171	$	—	$	—	$	29,171
Reserves for guaranteed investment contracts (2)	Reserves for guaranteed investment contracts (2)	1,162		1,124		—		—		1,124		Reserves for guaranteed investment contracts (2)	865		819		—		—		819
Trust instruments supported by funding agreements (2)	Trust instruments supported by funding agreements (2)	4,944		4,765		—		—		4,765		Trust instruments supported by funding agreements (2)	5,917		5,607		—		—		5,607
FHLB funding agreements (2)	FHLB funding agreements (2)	2,252		2,385		—		—		2,385		FHLB funding agreements (2)	2,105		1,914		—		—		1,914
Funds withheld payable under reinsurance treaties	Funds withheld payable under reinsurance treaties	23,586		23,586		—		—		23,586		Funds withheld payable under reinsurance treaties	20,469		20,469		—		—		20,469
Debt	Debt	2,634		2,339		—		2,339		—		Debt	2,633		2,356		—		2,356		—
Securities lending payable	Securities lending payable	27		27		—		27		—		Securities lending payable	52		52		—		52		—

Repurchase agreements	Repurchase agreements	—		—		—		—		—		Repurchase agreements	1,626		1,626		—		1,626		—
Separate account liabilities (4)		185,042		185,042		—		185,042		—
Separate account liabilities (3)												Separate account liabilities (3)	212,719		212,719		—		212,719		—

		December 31, 2021											December 31, 2022
				Fair Value											Fair Value
		Carrying Value		Total		Level 1		Level 2		Level 3			Carrying Value		Total		Level 1		Level 2		Level 3
Assets	Assets											Assets
Mortgage loans	Mortgage loans	$	11,482	$	11,910	$	—	$	—	$	11,910	Mortgage loans	$	10,967	$	10,259	$	—	$	—	$	10,259
Policy loans	Policy loans	1,008		1,008		—		—		1,008		Policy loans	958		958		—		—		958
FHLBI capital stock	FHLBI capital stock	125		125		125		—		—		FHLBI capital stock	146		146		146		—		—

Liabilities	Liabilities											Liabilities
Annuity reserves (1)	Annuity reserves (1)	$	36,318	$	46,045	$	—	$	—	$	46,045	Annuity reserves (1)	$	36,222	$	31,242	$	—	$	—	$	31,242
Reserves for guaranteed investment contracts (2)	Reserves for guaranteed investment contracts (2)	894		923		—		—		923		Reserves for guaranteed investment contracts (2)	1,128		1,099		—		—		1,099
Trust instruments supported by funding agreements (2)	Trust instruments supported by funding agreements (2)	5,986		6,175		—		—		6,175		Trust instruments supported by funding agreements (2)	5,887		5,760		—		—		5,760
FHLB funding agreements (2)	FHLB funding agreements (2)	1,950		1,938		—		—		1,938		FHLB funding agreements (2)	2,004		2,104		—		—		2,104
Funds withheld payable under reinsurance treaties (3)		24,533		24,533		537		19,127		4,869
Funds withheld payable under reinsurance treaties												Funds withheld payable under reinsurance treaties	22,533		22,533		—		—		22,533
Debt	Debt	2,649		2,745		—		2,745		—		Debt	2,635		2,344		—		2,344		—
Securities lending payable	Securities lending payable	17		17		—		17		—		Securities lending payable	36		36		—		36		—

Repurchase agreements	Repurchase agreements	1,572		1,572		—		1,572		—		Repurchase agreements	1,012		1,012		—		1,012		—
Separate account liabilities (4)		248,949		248,949		—		248,949		—
Separate account liabilities (3)												Separate account liabilities (3)	195,906		195,906		—		195,906		—

(1) Annuity reserves represent only the components of other contract holder funds that are considered to be financial instruments.	(1) Annuity reserves represent only the components of other contract holder funds that are considered to be financial instruments.											(1) Annuity reserves represent only the components of other contract holder funds that are considered to be financial instruments.
(2) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.	(2) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.											(2) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets.
(3) Excludes $715 million of limited partnership investments measured at NAV at December 31, 2021, respectively.

(4) The values of separate account liabilities are set equal to the values of separate account assets.
(3) The values of separate account liabilities are set equal to the values of separate account assets.												(3) The values of separate account liabilities are set equal to the values of separate account assets.

5560

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 7. Deferred Acquisition Costs

7. Deferred Acquisition Costs

~~The balances~~This note contains the new accounting policy for the adoption of ~~and changes, in deferred acquisition costs were as follows (in millions):~~LDTI

Nine Months Ended September 30,
2022 2021
Balance, beginning of period $ 14,249 $ 13,897
Deferrals of acquisition costs 497 592
Amortization (2,276) (551)
Unrealized investment (gains) losses 327 79
Balance, end of period $ 12,797 $ 14,017
Certain costs that are directly related to the successful acquisition of new or renewal insurance business are capitalized as DAC in the period they are incurred. These costs primarily pertain to commissions and certain costs associated with policy issuance and underwriting. All other acquisition costs are expensed as incurred.

~~See Note 7~~

Contracts are grouped into cohorts by contract type and issue year. For traditional and limited-payment insurance contracts, contracts are grouped consistent with the groupings used in estimating the associated liability. DAC are amortized into expense on a constant level basis over the expected term of the grouped contracts. For traditional and limited-payment insurance contracts, amortization is determined based on projected in force amounts. For non-traditional contracts, amortization is determined based on projected policy counts.

The expected term used to amortize DAC is determined using best estimate assumptions, including mortality and persistency, consistent with the best estimate assumptions used to determine the reserve for future policy benefits, MRBs, and additional liabilities for applicable contracts. For amortization of DAC related to contracts without these balances, assumptions used to determine expected term are developed in a similar manner. The amortization rate is determined using all information available as of the end of the reporting period, including actual experience and any assumption updates. Annually, or as circumstances warrant, a comprehensive review of assumptions is conducted and assumptions are revised as appropriate. If assumptions are revised, the amortization rate is calculated using revised assumptions such that the effect of revised assumptions is recognized prospectively as of the beginning of that reporting period.

Unamortized DAC are written off when a contract is internally replaced and substantially changed. Substantially unchanged contracts are treated as a continuation of the replaced contract, with no change to the unamortized DAC at the time of the replacement.

The following table presents the roll-forward of the DAC (in millions, 2022 information recast for the adoption of LDTI). The current period amortization is based on the end of the period estimates of mortality and persistency. The amortization pattern is revised on a prospective basis at the beginning of the period based on the period’s actual experience.


	Six Months Ended June 30,		Year Ended December 31,
	2023		2022
Variable Annuities
Balance, beginning of period	$	12,699	$	13,364

Deferrals of acquisition costs	206		544
Amortization	(572)		(1,209)
Variable Annuities balance, end of period	$	12,333	$	12,699

Reconciliation of total DAC
Variable Annuities balance, end of period	$	12,333	$	12,699
Other product lines, end of period	266		224
Total balance, end of period	$	12,599	$	12,923

Item 1 | Notes to Condensed Consolidated Financial Statements ~~in Part II, Item 8, Financial Statements and Supplementary Data of the Company’s 2021 Annual Report, for more information regarding deferred acquisition costs.~~(Unaudited) | 8. Reinsurance

8. Reinsurance

This note contains the new accounting policy for the adoption of LDTI.

The Company, through its subsidiary insurance companies, assumes and cedes reinsurance from and to other insurance companies to limit losses from large exposures. However, if the reinsurer is unable to meet its obligations, the originating issuer of the coverage retains the liability. The Company reinsures certain of its risks to other reinsurers ~~under~~on a coinsurance, coinsurance with funds withheld, modified coinsurance, or yearly renewable term basis. The Company regularly monitors the financial strength ratings of its reinsurers.

The Company has also acquired certain lines of business that are wholly ceded to non-affiliates. These include both direct and assumed accident and health business, direct and assumed life insurance business, and certain institutional annuities.

Athene Reinsurance

The Company entered into a funds withheld coinsurance agreement with Athene effective June 1, 2020, to reinsure on a 100% quota share basis, a block of Jackson’s in-force fixed and fixed-index annuity product liabilities in exchange for a $1.2 billion ceding commission. The coinsurance with funds withheld agreement ("the coinsurance agreement") required Jackson to establish a segregated account in which the investments supporting the ceded obligations are maintained. While the economic benefits of the investments flow to Athene, Jackson retains physical possession and legal ownership of the investments supporting the reserve. Further, the investments in the segregated account are not available to settle any policyholder obligations other than those specifically covered by the coinsurance agreement and are not available to settle obligations to general creditors of Jackson. The profit and loss with respect to obligations ceded to Athene are included in periodic net settlements pursuant to the coinsurance agreement. To further support its obligations under the coinsurance agreement, Athene procured $1.2 billion in letters of credit for Jackson’s benefit and established a trust account for Jackson’s benefit, which had a book value of approximately ~~$254~~$135 million at ~~September~~June 30, ~~2022.~~2023.

Swiss Re Reinsurance

~~The Company~~Jackson has three retrocession reinsurance agreements (“retro treaties”) with Swiss Reinsurance Company Ltd. (“SRZ”). Pursuant to these retro treaties, ~~the Company~~Jackson ceded certain blocks of business to SRZ on a 100% coinsurance with funds withheld basis, subject to pre-existing reinsurance with other parties. As a result of the reinsurance agreements with SRZ, Jackson withholds certain assets, primarily in the form of policy loans and debt securities, as collateral for the reinsurance recoverable.

The Company has also acquired certain blocks of business that are closed to new business and wholly ceded to non-affiliates. These include both direct and assumed accident and health businesses, direct and assumed life insurance business, and certain institutional annuities.

GMIB Reinsurance

The Company’s guaranteed minimum income benefits (“GMIBs”) are reinsured with an unrelated party. GMIB reinsured benefits are subject to aggregate annual claim limits. Deductibles also apply on reinsurance of GMIB business issued since March 1, 2005. The Company discontinued offering the GMIB in 2009.

Reinsurance Recoverables and Reinsured Market Risk Benefits

Ceded reinsurance agreements are reported on a gross basis on the Company’s Condensed Consolidated Balance Sheets as an asset for amounts recoverable from reinsurers or as a component of other assets or liabilities for amounts, such as premiums, owed to or due from reinsurers.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance

Reinsurance recoverables relating to reinsurance of traditional and limited-payment contracts are required to be recognized and measured in a manner consistent with liabilities relating to the underlying reinsured contracts, including using consistent assumptions. Reinsurance contracts may be executed subsequent to the direct contract issue dates, and market interest rates may have changed between the date that the underlying insurance contracts were issued and the date the reinsurance contract is recognized in the financial statements, resulting in the underlying discount rate differing between the direct and reinsured business.

The Company regularly monitors the financial strength ratings of its reinsurers. At June 30, 2023 and December 31, 2022, the Company had an allowance for credit losses (“ACL”) of $39 million and $15 million, respectively, on its reinsurance recoverables, which are reported net of ACL on the Condensed Consolidated Balance Sheets. The ACL considers the credit quality of the reinsurer and is generally determined based on probability of default and loss given default assumptions, after considering any applicable collateral arrangements. During the second quarter, the Company increased its ACL related to a specific reinsurer which was recently ordered into liquidation. The recognized ACL represents our current best estimate of our remaining loss exposure associated with this reinsurer.

For reinsurance recoverables that are collateralized, and the amount of collateral is expected to be adjusted as necessary as a result of fair value changes in the collateral, the Company determines that the expectation of nonpayment of the carrying value of the reinsurance recoverable is zero. If the fair value of the collateral at the reporting date is less than the carrying value of the reinsurance recoverable, the Company recognizes an ACL on the difference between the fair value of the collateral at the reporting date and the carrying value of the reinsurance recoverable. Additions to or releases of the ACL are reported in Death, other policyholder benefits, and changes in reserves, net of deferrals in the Condensed Consolidated Income Statements.

Reinsurance recoverable on market risk benefits is recognized at fair value. The change in the fair value of reinsurance recoverable on market risk benefits, including the change in fair value due to the change in third-party credit risk (i.e., non-performance risk of the reinsurer), is recognized in current period earnings within market risk benefit (gains) losses, net. Non-performance risk of the reinsurer is incorporated into the calculation through the adjustment of the risk-free rate curve based on credit spreads observed on instruments issued by similarly-rated life insurance companies.

The Company’s reinsurance contract that cedes only the GMIB elected on certain variable annuity products is classified as a reinsurance recoverable on market risk benefits. These reinsured MRBs may have direct MRB balances recorded as either assets or liabilities; however, because the unit of account for the reinsured MRB is the reinsurance contract, the ceded MRB is presented in total within reinsurance recoverable on market risk benefits. The fees used to determine the fair value of the reinsurance recoverable on market risk benefits are those defined in the reinsurance contract.

Guaranteed benefits related to the optional lifetime income rider offered on certain fixed index annuities are MRBs that are reinsured with Athene. The reinsured MRBs is measured using a non-option valuation approach which uses cash flow assumptions and an attributed fee ratio consistent with those used to measure the MRBs on the direct contract and a discount rate that considered the reinsurer’s credit risk. The attributed fee is locked-in at inception of the contract.

Components of the Company’s reinsurance recoverable excluding MRBs were as follows (in millions, 2022 information recast for the adoption of LDTI):


	June 30,		December 31,
	2023		2022
Reserves:
Life	$	5,317	$	5,307
Accident and health	459		482
Annuity benefits (1)	20,590		22,470
Claims liability and other	703		787
Total	$	27,069	$	29,046

(1)Other annuity benefits primarily attributable to fixed and fixed index annuities reinsured with Athene.

5663

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance

Components of the Company’s reinsurance recoverable on market risk benefits were as follows (in millions, 2022 information recast for the adoption of LDTI):


	June 30,		December 31,
	2023		2022
Variable annuity	$	151	$	183
Other product lines	43		38
Total	$	194	$	221

Reinsurance and Funds Withheld Payable Under Reinsurance Treaties

Under the reinsurance agreement with Athene and the retro treaties with SRZ, the Company maintains ownership of the underlying investments instead of transferring them to the reinsurer and, as a result, records a funds withheld liability payable to the reinsurer.Investment returns earned on withheld assets are paid by the Company to the reinsurer, pursuant to the terms of the agreements. Investment income and net gains (losses) on derivatives and investments are reported net of gains or losses on the funds withheld payable under reinsurance treaties.

The amounts credited to reinsurers on the funds withheld payable is based on the return earned on those assets. The return earned on the assets is subject to the credit risk of the original issuer of the instrument rather than Jackson’s own creditworthiness, which results in an embedded derivative (total return swap).

Funds withheld under reinsurance agreement with Athene

The Company recognizes a liability for the embedded derivative related to the funds withheld under the reinsurance agreement with Athene within funds withheld payable under reinsurance treaties in the Condensed Consolidated Balance Sheets. The embedded derivative is measured at fair value with changes in fair value reported in net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements. At inception of the reinsurance agreement with Athene, the fair value of the withheld investments differed from their book value and, accordingly, while the investments are held, the amortization of this difference is reported in net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements.

Funds withheld under reinsurance agreements with SRZ

At execution of the retro treaties with SRZ, the Company elected the fair value option for the withheld assets, as well as the related funds withheld payable. Accordingly, the embedded derivative is not bifurcated or separately measured. The funds withheld payable is measured at fair value with changes in fair value reported in net gains (losses) on derivatives and investments. The fair value of the funds withheld payable is equal to the fair value of the assets held as collateral.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance

The following assets and liabilities were held in support of reserves associated with the Company’s funds withheld reinsurance agreements and were reported in the respective financial statement line items in the Condensed Consolidated Balance Sheets (in millions):


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Assets	Assets					Assets
Debt securities, available-for-sale	Debt securities, available-for-sale	$	13,919	$	19,094	Debt securities, available-for-sale	$	12,085	$	13,622
Debt securities, at fair value under the fair value option	Debt securities, at fair value under the fair value option	158		164		Debt securities, at fair value under the fair value option	161		159
Equity securities	Equity securities	84		116		Equity securities	148		77
Mortgage loans	Mortgage loans	4,346		4,739		Mortgage loans	3,302		4,127
Mortgage loans, at fair value under the fair value option	Mortgage loans, at fair value under the fair value option	508		—		Mortgage loans, at fair value under the fair value option	509		582
Policy loans	Policy loans	3,500		3,483		Policy loans	3,451		3,435
Freestanding derivative instruments, net	Freestanding derivative instruments, net	143		37		Freestanding derivative instruments, net	34		78
Other invested assets	Other invested assets	869		715		Other invested assets	638		793
Cash and cash equivalents	Cash and cash equivalents	509		438		Cash and cash equivalents	987		260
Accrued investment income	Accrued investment income	169		162		Accrued investment income	151		166
Other assets and liabilities, net	Other assets and liabilities, net	(146)		(56)		Other assets and liabilities, net	(49)		(73)
Total assets (1)	Total assets (1)	$	24,059	$	28,892	Total assets (1)	$	21,417	$	23,226

Liabilities	Liabilities					Liabilities
Funds held under reinsurance treaties (2)	Funds held under reinsurance treaties (2)	$	23,900	$	29,007	Funds held under reinsurance treaties (2)	$	21,170	$	22,957
Total liabilities	Total liabilities	$	23,900	$	29,007	Total liabilities	$	21,170	$	22,957

(1) Certain assets are reported at amortized cost while the fair value of those assets is reported in the embedded derivative in the funds withheld liability.

(2) Includes funds withheld embedded derivative asset (liability) of ~~$3,332~~$2,901 million and ~~$(120)~~$3,158 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The sources of income related to funds withheld under reinsurance treaties reported in net investment income in the Condensed Consolidated Income Statements were as follows (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Debt securities (1)	Debt securities (1)	$	178	$	184	$	508	$	581	Debt securities (1)	$	160	$	180	$	332	$	330
Equity securities	Equity securities	(3)		1		(28)		4		Equity securities	(37)		(9)		(38)		(25)
Mortgage loans (2)	Mortgage loans (2)	59		49		160		127		Mortgage loans (2)	60		49		126		101
Policy loans	Policy loans	77		76		236		238		Policy loans	77		79		158		159
Limited partnerships	Limited partnerships	23		16		125		17		Limited partnerships	7		86		15		102
Other investment income	Other investment income	—		—		1		—		Other investment income	3		1		3		1
Total investment income on funds withheld assets	Total investment income on funds withheld assets	334		326		1,002		967		Total investment income on funds withheld assets	270		386		596		668
Other investment expenses on funds withheld assets (3)	Other investment expenses on funds withheld assets (3)	(21)		(26)		(65)		(83)		Other investment expenses on funds withheld assets (3)	(18)		(22)		(37)		(44)
Total net investment income on funds withheld reinsurance treaties	Total net investment income on funds withheld reinsurance treaties	$	313	$	300	$	937	$	884	Total net investment income on funds withheld reinsurance treaties	$	252	$	364	$	559	$	624

(1) Includes ~~$(3) million~~nil and ~~$(11)~~$2 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, and ~~$(1)~~$(2) million and ~~$(2)~~$(8) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, related to the change in fair value for securities carried under the fair value option.

(2) Includes ~~$(7) million~~nil and ~~$(10)~~$(2) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, and ~~nil both~~$(5) million and $(3) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, related to the change in fair value for mortgage loans carried under the fair value option.

(3) Includes management fees.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance

The gains and losses on funds withheld reinsurance treaties as a component of net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements were as follows (in millions):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Available-for-sale securities
      Realized gains on sale $ 1 $ 81 $ 41 $ 339
      Realized losses on sale (8) (1) (39) (14)
      Credit loss expense 7 (1) (33) (2)
Credit loss expense on mortgage loans 6 25 17 21
Other (43) (20) (102) (32)
Net gains (losses) on non-derivative investments (37) 84 (116) 312
Net gains (losses) on derivative instruments 76 34 160 53
Net gains (losses) on funds withheld payable under reinsurance treaties (1)
516 (233) 2,616 (350)
     Total net gains (losses) on derivatives and investments $ 555 $ (115) $ 2,660 $ 15
(1) Includes the Athene embedded derivative gain (loss) of $824 million and $3,452 million for the three and nine months ended September 30, 2022, respectively, and $101 million and $555 million for the three and nine months ended September 30, 2021, respectively.

While the economic benefits of the funds withheld assets flow to the respective reinsurers, Jackson retains physical possession and legal ownership of the investments supporting the reserves. Net investment income and net gains (losses) on derivatives and investments related to the funds withheld assets are included in periodic settlements under the reinsurance agreements which results in the flow of returns on the assets to the reinsurers. Net gains (losses) on the funds withheld assets are increased or decreased by changes in the embedded derivative liability related to the Athene Reinsurance Agreement and include (i) changes in the related funds withheld payable and (ii) amortization of the basis difference between book value and fair value of the investments as of the effective date of the reinsurance agreements.

~~Components of the Company’s reinsurance recoverable were as follows (in millions):~~

September 30, December 31,
2022 2021
Reserves:
Life $ 5,753 $ 5,829
Accident and health 534 547
Guaranteed minimum income benefits 207 262
Other annuity benefits (1)
23,506 25,625
Claims liability and other 796 863
Total $ 30,796 $ 33,126

~~(1)Other annuity benefits primarily attributable to fixed and fixed index annuities reinsured with Athene.~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Available-for-sale securities
Realized gains on sale	$	11	$	3	$	16	$	40
Realized losses on sale	(10)		(4)		(48)		(31)
Credit loss expense	13		(12)		2		(40)

Credit loss expense on mortgage loans	(4)		13		(7)		11
Other	3		(43)		12		(59)
Net gains (losses) on non-derivative investments	13		(43)		(25)		(79)
Net gains (losses) on derivative instruments	(14)		63		(23)		84
Net gains (losses) on funds withheld payable under reinsurance treaties (1)	(133)		1,057		(759)		2,100
Total net gains (losses) on derivatives and investments	$	(134)	$	1,077	$	(807)	$	2,105

(1) Includes the Athene embedded derivative gain (loss) of $113 million and $(257) million for the three and six months ended June 30, 2023, respectively, and $1,347 million and $2,628 million for the three and six months ended June 30, 2022, respectively.

9. Reserves for Future Policy Benefits and Claims Payable ~~and Other Contract Holder Funds~~

This note contains the new accounting policy for the adoption of LDTI.

Reserves for Future Policy Benefits

For non-participating traditional ~~life~~and limited-payment insurance contracts, the reserve for future policy benefits represents the present value of estimated future policy benefits to be paid to or on behalf of policyholders in future periods and certain related expenses less the present value of estimated future net premiums.

Reserves for future policy benefits for non-participating traditional and limited-payment insurance contracts are measured using the net premium ratio ("NPR") measurement model. The NPR measurement model accrues for future policy benefits in proportion to the premium revenue recognized. The reserve for future policy benefits is derived from the Company's best estimate of future net premium and future benefits and expenses, which ~~include term~~is based on best estimate assumptions including mortality, persistency, claims expense, and ~~whole life,~~discount rate. On an annual basis, or as circumstances warrant, we conduct a comprehensive review of our current best estimate assumptions based on our experience, industry benchmarking, and other factors, as applicable. Expense assumptions are updated based on estimates of expected non-level costs, such as termination or settlement costs, and costs after the premium-paying period and exclude acquisition costs or any costs that are required to be charged to expenses as incurred. Updates to assumptions are applied on a retrospective basis, and the change in the reserve for future policy benefits resulting from updates to assumptions is reported separately on the Condensed Consolidated Income Statements within the (Gain) loss from updating future policy benefits cash flow assumptions, net. Each reporting period the reserve for future policy benefits is updated to reflect actual experience to date.

The Company establishes cohorts, which are groupings used to measure reserves for future policy benefits. In determining cohorts, the Company considered both qualitative and quantitative factors, including the issue year, type of product, product features, and legal entity.

The discount rate used to estimate reserves for future policy benefits ~~are determined using the net level premium method and assumptions as of the issue date or acquisition date as~~is consistent with an upper-medium grade (low-credit risk) fixed-income corporate instrument yield, which has been interpreted to ~~mortality, interest, lapse and expenses, plus provisions for adverse deviations. These assumptions are not unlocked unless the reserve~~represent a single-A corporate instrument yield. This discount rate curve is determined by fitting a parametric function to ~~be deficient. Interest~~yields to maturity and related times to maturity of market observable single-A rated corporate instruments. The discount rate ~~assumptions range from 2.5%~~used to ~~6.0%. Lapse, mortality, and expense assumptions for recoverability are based primarily~~recognize interest accretion on ~~Company experience. The Company’s liability~~the reserves for future policy benefits ~~also includes net liabilities for guaranteed benefits related to certain nontraditional long-duration life and annuity contracts, which are further discussed in Note 10.~~

~~Group payout annuities consist~~is locked at the initial measurement of ~~a closed block of defined benefit annuity plans. The liability~~the cohort. Each reporting period, the reserve for future policy benefits ~~for these limited payment contracts~~ is remeasured using the current discount rate. The difference between the reserve calculated using ~~assumptions as of~~ the ~~acquisition date as to mortality~~current discount rate and ~~expense plus provisions for adverse deviation.~~the reserve calculated using the locked-in discount rate is recorded in OCI.

5866

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable

For limited-payment insurance contracts, premiums are paid over a period shorter than the period over which benefits are provided. Gross premiums received in excess of the net premium are deferred and recognized as a deferred profit liability ("DPL"). The DPL is included within the reserve for future policy benefits and profits are recognized in income as a component of benefit expenses on a constant relationship with the amount of expected future benefit payments. Interest is accreted on the balance of the DPL using the discount rate locked in at the initial measurement of the cohort. Measurement of the DPL uses best estimate assumptions for mortality. These assumptions are similarly subject to the annual review process discussed above.

Additional Liabilities – Universal Life-type

For universal life-type insurance contracts, a liability is recognized for the policyholder’s account value as discussed further in Note 10 of the Notes to Condensed Consolidated Financial Statements. Where these contracts provide additional benefits beyond the account balance or base insurance coverage that are not market risk benefits or embedded derivatives, liabilities in addition to the policyholder’s account value are recognized. These additional liabilities for annuitization, death and other insurance benefits are reported within reserves for future policy benefits and claims payable. The methodology uses a benefit ratio defined as a constant percentage of the assessment base. This ratio is multiplied by current period assessments to determine the reserve accrual for the period. The assumptions used in the measurement of the additional liabilities for annuitization, death and other insurance benefits are based on best estimate assumptions including mortality, persistency, investment returns, and discount rates. These assumptions are similarly subject to the annual review process discussed above. As available-for-sale debt securities are carried at fair value, an adjustment is made to these additional liabilities equal to the change in liability that would have occurred if such securities had been sold at their stated fair value and the proceeds reinvested at current yields. This adjustment, along with the change in net unrealized gains (losses) on available-for-sale debt securities, net of applicable tax, is credited or charged directly to equity as a component of OCI.

See Note 10 of the Notes to Condensed Consolidated Financial Statements for more information regarding other contract holder funds.

Other ~~Contract Holder Funds~~Future Policy Benefits and Claims Payable

In conjunction with a prior acquisition, the Company recorded a fair value adjustment at acquisition related to certain annuity and ~~interest sensitive~~interest-sensitive liability blocks of business to reflect the cost of the interest guarantees within the in-force liabilities, based on the difference between the guaranteed interest rate and an assumed new money guaranteed interest rate at acquisition. This adjustment ~~was recorded~~is included in ~~reserves for~~other future policy benefits and claims ~~payable.~~payable as disclosed in the table below. This ~~reserve~~liability is ~~reassessed~~remeasured at the end of each period, taking into account changes in the in-force block. Any resulting change in the ~~reserve~~liability is recorded as a ~~change in~~Gain (loss) from updating future policy ~~reserve~~benefits cash flow assumptions, net through the Condensed Consolidated Income Statements.

~~The following table sets forth the Company’s reserves for~~In addition, annuity and life claims liabilities in course of settlement are included in other future policy benefits and claims payable ~~balances (in millions):~~

September 30, December 31,
2022 2021
Traditional life $ 4,030 $ 4,262
Guaranteed benefits (1)
3,529 5,477
Claims payable 977 1,050
Accident and health 1,171 1,204
Group payout annuities 4,660 4,895
Life contingent payouts 1,160 1,152
Other 603 627
Total $ 16,130 $ 18,667

~~(1)Primarily~~ i~~ncludes the embedded derivative liabilities related to the GMWB reserve.~~

~~The following table sets forth the Company’s liabilities for other contract holder funds balances (in millions):~~

September 30, December 31,
2022 2021
Interest-sensitive life $ 11,336 $ 11,553
Variable annuity fixed option 10,751 9,751
RILA (1)
1,235 110
Fixed annuity 14,035 14,960
Fixed index annuity (2)
12,279 13,333
GICs, funding agreements and FHLB advances 8,358 8,830
Other 180 189
Total $ 58,174 $ 58,726

~~(1)~~ ~~Includes the embedded derivative liabilities related to RILA of $10 million and $6 million at September 30, 2022 and December 31, 2021, respectively.~~

~~(2)~~ ~~Includes the embedded derivative liabilities related to fixed index annuity of $967 million and $1,439 million at September 30, 2022 and December 31, 2021, respectively.~~

For interest-sensitive life contracts, liabilities approximate the policyholder’s account value, plus the remaining balance of the fair value adjustment related to previously acquired business, which is further discussed below. The liability for fixed index annuities and registered index linked annuities is based on three components: 1) the imputed value of the underlying guaranteed host contract, 2) the fair value of the embedded option component of the contract, and 3) the liability for guaranteed benefits related to the optional lifetime income rider. For fixed annuities, variable annuity fixed option, and other investment contracts, as ~~included~~disclosed in the ~~above~~ table the liability is the account value, plus the unamortized balance of the fair value adjustment related to previously acquired business. For payout annuities, as included in the above table, reserves are determined under the methodology for limited-payment contracts (for those with significant life contingencies) or using a constant yield method and assumptions as of the issue date for mortality, interest rates, lapse and expenses plus provisions for adverse deviations. At September 30, 2022, the Company had interest sensitive life business with minimum guaranteed interest rates ranging from 2.5% to 6.0% with a 4.68% average guaranteed rate and fixed interest rate annuities with minimum guaranteed rates ranging from 1.0% to 5.5% and a 1.94% average guaranteed rate.below.

5967

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable ~~and Other Contract Holder Funds~~

~~At both September 30, 2022 and December 31, 2021, excluding the reinsured business, approximately 94% of~~The following table summarizes the Company’s ~~annuity account values correspond to crediting rates that are at~~reserves for future policy benefits and claims payable balances (in millions, 2022 information recast for the ~~minimum guaranteed interest rates. The following tables show the distribution~~adoption of ~~those annuity account values within the presented ranges of minimum guaranteed interest rates (in millions)~~LDTI):

September 30, 2022
Minimum
Guaranteed Interest Rate Account Value
Fixed Fixed Index RILA Variable Total
1.0% $ 256 $ 345 $ 12 $ 6,879 $ 7,492
>1.0% - 2.0% 51 — — 208 259
>2.0% - 3.0% 1,080 166 — 3,347 4,593
>3.0% - 4.0% 573 — — — 573
>4.0% - 5.0% 273 — — — 273
>5.0% - 5.5% 72 — — — 72
Subtotal 2,305 511 12 10,434 13,262
Ceded reinsurance 11,141 11,768 — — 22,909
Total $ 13,446 $ 12,279 $ 12 $ 10,434 $ 36,171
December 31, 2021
Minimum
Guaranteed Interest Rate Account Value
Fixed Fixed Index RILA Variable Total
1.0% $ 156 $ 279 $ 1 $ 5,988 $ 6,424
>1.0% - 2.0% 57 1 — 214 272
>2.0% - 3.0% 1,113 183 — 3,254 4,550
>3.0% - 4.0% 594 — — — 594
>4.0% - 5.0% 276 — — — 276
>5.0% - 5.5% 72 — — — 72
Subtotal 2,268 463 1 9,456 12,188
Ceded reinsurance 12,086 12,870 — — 24,956
Total $ 14,354 $ 13,333 $ 1 $ 9,456 $ 37,144


	June 30,		December 31,
	2023		2022
Reserves for future policy benefits
Payout Annuities	$	1,054	$	1,042
Closed Block Life	4,047		4,161
Closed Block Annuity	4,287		4,434
Reserves for future policy benefits	9,388		9,637
Additional liabilities
Closed Block Life	1,102		1,131


Other future policy benefits and claims payable	1,513		1,550
Reserves for future policy benefits and claims payable	$	12,003	$	12,318

At both September 30, 2022 and December 31, 2021, approximately 80% of the Company’s interest sensitive life business account values correspond to crediting rates that are at the minimum guaranteed interest rates. The following ~~table shows~~tables present the ~~distribution~~roll-forward of components of reserves for future policy benefits (in millions, 2022 information recast for the ~~interest sensitive life business account values within the presented ranges~~adoption of ~~minimum guaranteed interest rates, excluding the business that is subject to the previously mentioned retro treaties (in millions)~~LDTI):

September 30, December 31,
Minimum
Guaranteed Interest Rate 2022 2021
Account Value - Interest Sensitive Life
>2.0% - 3.0% $ 244 $ 252
>3.0% - 4.0% 2,657 2,736
>4.0% - 5.0% 2,306 2,381
>5.0% - 6.0% 1,907 1,962
Subtotal 7,114 7,331
Retro treaties 4,222 4,222
Total $ 11,336 $ 11,553


	Present Value of Expected Net Premiums
	Six Months Ended June 30,						Year Ended December 31,
	2023						2022
	Payout		Closed Block		Closed Block		Payout		Closed Block		Closed Block
	Annuities		Life		Annuity		Annuities		Life		Annuity
Balance, beginning of period	$	—	$	1,287	$	—	$	—	$	1,464	$	—
Beginning of period cumulative effect of changes in discount rate assumptions	—		161		—		—		(157)		—
Beginning balance at original discount rate	—		1,448		—		—		1,307		—
Effect of changes in cash flow assumptions	—		—		—		—		242		—
Effect of actual variances from expected experience	—		(78)		—		—		1		—
Balance adjusted for variances from expectation	—		1,370		—		—		1,550		—
Issuances	—		4		—		—		6		—
Interest accrual	—		19		—		—		39		—
Net premiums collected	—		(94)		—		—		(147)		—
Ending balance at original discount rate	—		1,299		—		—		1,448		—
End of period cumulative effect of changes in discount rate assumptions	—		(137)		—		—		(161)		—
Balance, end of period	$	—	$	1,162	$	—	$	—	$	1,287	$	—

6068

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable


	Present Value of Expected Future Policy Benefits
	Six Months Ended June 30,						Year Ended December 31,
	2023						2022
	Payout		Closed Block		Closed Block		Payout		Closed Block		Closed Block
	Annuities		Life		Annuity		Annuities		Life		Annuity
Balance, beginning of period	$	1,042	$	5,448	$	4,434	$	1,249	$	6,913	$	5,739
Beginning of period cumulative effect of changes in discount rate assumptions	132		958		275		(84)		(349)		(689)
Beginning balance at original discount rate (including DPL of $40, $0 and $671 in June 30, 2023, and, $38, $0 and $459 in December 31, 2022 for payout annuities, closed block life and closed block annuity, respectively)	1,174		6,406		4,709		1,165		6,564		5,050
Effect of changes in cash flow assumptions	—		—		—		4		331		(15)
Effect of actual variances from expected experience	(10)		(60)		(11)		(37)		38		(34)
Balance adjusted for variances from expectation	1,164		6,346		4,698		1,132		6,933		5,001
Issuances	59		8		—		126		14		4
Interest accrual	21		102		99		40		209		210
Benefits payments	(66)		(358)		(253)		(124)		(750)		(506)
Ending balance of original discount rate (including DPL of $41, $0 and $644 in June 30, 2023, and, $40, $0 and $671 in December 31, 2022 for payout annuities, closed block life and closed block annuity, respectively)	1,178		6,098		4,544		1,174		6,406		4,709
End of period cumulative effect of changes in discount rate assumptions	(124)		(889)		(257)		(132)		(958)		(275)
Balance, end of period	$	1,054	$	5,209	$	4,287	$	1,042	$	5,448	$	4,434

Reserves for future policy benefits	1,054		4,047		4,287		1,042		4,161		4,434
Less: Reinsurance recoverable	83		2,223		2		71		2,263		2
Reserves for future policy benefits, after reinsurance recoverable	$	971	$	1,824	$	4,285	$	971	$	1,898	$	4,432

The following table presents the weighted average duration of the reserves for future policy benefits (2022 information recast for the adoption of LDTI). The weighted average duration represents average cohort-level duration weighted by the benefit reserves amount:

Payout

Closed Block

Annuities

Life

Annuity

June 30, 2023

Weighted average duration (years)

7.0

7.9

7.1

December 31, 2022

Weighted average duration (years)

6.9

7.8

7.0

The discount rate assumption was updated based on current market data. Discount rates was flat in the second quarter of 2023 compared to the fourth quarter of 2022. Discount rates increased substantially throughout 2022 primarily due to increases in risk-free rates, which resulted in a decrease in the liability for future policy benefits. Refer to the roll-forward above for further details.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable

The following table presents the amount of undiscounted and discounted expected future gross premiums and expected future benefit payments for future policy benefits for non-participating traditional and limited-payment insurance contracts (in millions, 2022 information recast for the adoption of LDTI). The discounted premiums are calculated using the current discount rate, while the undiscounted cash flows represent the gross cash flows before any discounting is applied:


	June 30, 2023				December 31, 2022
	Undiscounted		Discounted		Undiscounted		Discounted
Payout Annuities
Expected future benefit payments	$	1,559	$	1,012	$	1,542	$	999
Expected future gross premiums	—		—		—		—
Closed Block Life
Expected future benefit payments	8,361		5,334		8,751		5,578
Expected future gross premiums	5,574		3,219		5,976		3,489
Closed Block Annuity
Expected future benefit payments	5,630		3,620		5,834		3,729
Expected future gross premiums	$	—	$	—	$	—	$	—

The following table presents the amount of revenue and interest related to non-participating traditional and limited-pay insurance contracts recognized in the Condensed Consolidated Income Statements (in millions, 2022 information recast for the adoption of LDTI):


	Gross Premiums				Interest Expense
	Six Months Ended June 30, 2023		Year Ended December 31, 2022		Six Months Ended June 30, 2023		Year Ended December 31, 2022
Payout Annuities	$	10	$	10	$	21	$	40
Closed Block Life	165		390		83		170
Closed Block Annuity	1		—		99		210
Total	$	176	$	400	$	203	$	420

The following table presents the weighted average interest rate for the reserves for future policy benefits at the cohort's level for the locked-in discount rate (interest accretion rate), and current discount rate, weighted by the cohort's benefit reserve amount (2022 information recast for the adoption of LDTI):


	June 30, 2023		December 31, 2022
Payout Annuities
Interest accretion rate	3.78	%	3.71	%
Current discount rate	5.38	%	5.40	%
Closed Block Life
Interest accretion rate	3.01	%	3.01	%
Current discount rate	5.34	%	5.34	%
Closed Block Annuity
Interest accretion rate	4.40	%	4.40	%
Current discount rate	5.38	%	5.41	%

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable

The following table presents a roll-forward of Closed Block Life additional liabilities for annuitization, death and other insurance benefits (in millions, 2022 information recast for the adoption of LDTI):



	Six Months Ended June 30, 2023		Year Ended December 31, 2022
Balance, beginning of period	$	1,131	$	1,173
Beginning of period cumulative effect of changes in shadow adjustments	41		(14)
Beginning balance excluding shadow	1,172		1,159
Effect of changes in cash flow assumptions	—		6
Effect of actual variances from expected experience	21		58

Interest accrual	28		56
Net assessments collected	(92)		(107)

Ending balance excluding shadow	1,129		1,172
End of period cumulative effect of changes in shadow adjustments	(27)		(41)
Balance, end of period	$	1,102	$	1,131

The following table presents the weighted average duration of Closed Block Life additional liabilities for annuitization, death and other insurance benefits. The weighted average duration represents average cohort-level duration weighted by the benefit reserves amount (2022 information recast for the adoption of LDTI):


	June 30, 2023	December 31, 2022
Weighted average duration (years)	7.8	8.1

The following table presents assessments and interest expense of Closed Block Life additional liabilities for annuitization, death and other insurance benefits recognized in the Condensed Consolidated Income Statements (in millions, 2022 information recast for the adoption of LDTI):


	Assessments				Interest Expense
	Six Months Ended June 30, 2023		Year Ended December 31, 2022		Six Months Ended June 30, 2023		Year Ended December 31, 2022
Additional liability for annuitization, death and other insurance benefits	$	(92)	$	(107)	$	28	$	56

The following table presents the weighted average current discount rate of Closed Block Life additional liabilities for annuitization, death and other insurance benefits, applied at the cohort level weighted by reserve benefit amount (2022 information recast for the adoption of LDTI):


	June 30, 2023		December 31, 2022
Weighted average current discount rate	4.96	%	4.96	%

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds

10. Other Contract Holder Funds

This note contains the new accounting policy for the adoption of LDTI.

Other contract holder funds represent the policyholder account balance on our universal life-type products, investment contracts, and the fair value of the embedded derivatives associated with the indexed crediting features on our fixed index annuities and registered index-linked annuities.

Universal life type contracts have, as a principal component, an account balance in which interest is credited to policyholders and assessments are deducted for mortality risk and contract administration. The account balance is recognized as a liability within other contract holder funds, and the liability is updated each period for fee and assessment deductions and increased for interest or returns credited to the account balance.

Certain of our universal life type contracts contain features that are not classified as market risk benefits or embedded derivatives but provide additional benefits beyond the account balance or base insurance coverage for which a liability in addition to the account balance is necessary. These additional liabilities for death or other insurance benefits are reported as a component of reserves for future policy benefits and claims payable in the Condensed Consolidated Balance Sheets. See Note 9 of the Notes to the Condensed Consolidated Financial Statements for more information regarding these additional liabilities.

Certain contracts without significant mortality or morbidity risk and certain annuities that lack insurance risk are treated as investment contracts. For investment contracts, payments received are reported as liabilities and accounted for in a manner consistent with the accounting for interest-bearing or other financial instruments, within other contract holder funds.

The Company issues a variety of annuity products including fixed annuities, fixed index annuities, registered index linked annuities, variable annuities and payout annuities. For annuity contracts that are classified as investment contracts, the liability is the account balance as of the reporting date, reported within the other contract holder funds. For the variable annuity products only the allocations to fixed fund options are reported in other contract holder funds.

For our fixed index annuities and registered index linked annuities, the equity-linked option issued by the Company is accounted for as an embedded derivative measured at fair value and reported as a component of other contract holder funds on the Condensed Consolidated Balance Sheets with changes in fair value recorded in net income within net gains (losses) on derivatives and investments. The fair value is determined using an option-budget method with capital market inputs of market index returns and discount rates as well as actuarial assumptions including lapse, mortality and withdrawal rates. Favorable equity market movements cause increases in future contract holder benefits, resulting in an increase in the fair value of the embedded derivative liability (and vice versa). The Company also establishes a host contract reserve to support the underlying guaranteed account value growth. This host contract liability is included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets. Interest is accreted to the host contract liability using an effective yield method.

Our annuity products may contain certain features or guarantees that are classified as MRBs. These market risk benefits are a component of the market risk benefits line items in the Condensed Consolidated Balance Sheet. See Note 12 of the Notes to Condensed Consolidated Financial Statements for more information regarding market risk benefits.

The Company’s institutional products business is comprised of the guaranteed investment contracts, medium-term funding agreement-backed notes and funding agreements (including agreements issued in conjunction with the Company’s participation in the U.S. Federal Home Loan Bank ("FHLB") program) described below.

The Company has established a $27 billion aggregate Global Medium-Term Note ("MTN") program. Jackson National Life Global Funding was formed as a statutory business trust, solely for the purpose of issuing ~~Medium Term~~Medium-Term Note instruments to institutional investors, the proceeds of which are deposited with the Company and secured by the issuance of funding agreements. The carrying values at ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021~~2022 totaled ~~$4.9 billion and $6.0~~$5.9 billion, respectively.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds

Those Medium-Term Note instruments issued in a foreign currency have been hedged for changes in exchange rates using cross-currency swaps. The unrealized foreign currency gains and losses on those Medium-Term Note instruments are included in the carrying value of the trust instruments supported by funding agreements.

Trust instrument liabilities are adjusted to reflect the effects of foreign currency translation gains and losses using exchange rates as of the reporting date. Foreign currency translation gains and losses are included in net gains (losses) on derivatives and investments.

Jackson is a member of the FHLBI primarily for the purpose of participating in the bank’s mortgage-collateralized loan advance program with long-term funding facilities. Advances are in the form of long-term notes or funding agreements issued to FHLBI. At ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company held $146 ~~million and $125~~ million of FHLBI capital stock, respectively, supporting ~~$2.3~~$2.2 billion and ~~$2.0~~$2.1 billion in funding agreements and long-term borrowings at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The ~~Company’s institutional products business~~following table presents the liabilities for other contract holder funds (in millions, 2022 information recast for the adoption of LDTI):


	June 30, 2023		December 31, 2022
Payout Annuity	$	853	$	837
Variable Annuity	9,384		10,259
Fixed Annuity	10,601		11,696
Fixed Indexed Annuities	11,049		11,787
RILA	3,144		1,875
Closed Block Life	11,100		11,215
Closed Block Annuity	1,284		1,319
Institutional Products	8,887		9,019
Other Product Lines	175		183
Total other contract holder funds	$	56,477	$	58,190

The following table presents a roll-forward of other contract holder funds, gross of reinsurance (in millions, 2022 information recast for the adoption of LDTI):


							Fixed				Closed		Closed
	Payout		Variable		Fixed		Indexed				Block		Block
	Annuity		Annuity		Annuity		Annuities		RILA		Life		Annuity		Total
Balance as of January 1, 2023	$	837	$	10,259	$	11,696	$	11,787	$	1,875	$	11,215	$	1,319	$	48,988
Deposits	102		588		142		138		1,074		155		2		2,201
Surrenders, withdrawals and benefits	(121)		(911)		(1,348)		(1,035)		(34)		(449)		(60)		(3,958)
Net transfers from (to) separate accounts	—		(650)		—		—		—		—		—		(650)
Investment performance / change in value of equity option	—		—		—		104		225		—		—		329
Interest credited	12		144		178		107		5		404		21		871
Policy charges and other	23		(46)		(67)		(52)		(1)		(225)		2		(366)
Balance as of June 30, 2023	$	853	$	9,384	$	10,601	$	11,049	$	3,144	$	11,100	$	1,284	$	47,415

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds


							Fixed				Closed		Closed
	Payout		Variable		Fixed		Indexed				Block		Block
	Annuity		Annuity		Annuity		Annuities		RILA		Life		Annuity		Total
Balance as of December 31, 2021	$	831	$	9,456	$	13,185	$	13,161	$	110	$	11,570	$	1,394	$	49,707
Deposits	213		1,350		276		126		1,811		320		9		4,105
Surrenders, withdrawals and benefits	(230)		(1,492)		(2,017)		(1,414)		(8)		(766)		(118)		(6,045)
Net transfers from (to) separate accounts	—		870		—		—		—		—		—		870
Investment performance / change in value of equity option	—		—		—		(302)		(37)		—		—		(339)
Interest credited	20		168		389		238		2		659		48		1,524
Policy charges and other	3		(93)		(137)		(22)		(3)		(568)		(14)		(834)
Balance as of December 31, 2022	$	837	$	10,259	$	11,696	$	11,787	$	1,875	$	11,215	$	1,319	$	48,988

The following table presents weighted average crediting rate, net amount at risk, and cash surrender value of contract holder account balances (dollars in millions, 2022 information recast for the adoption of LDTI):


										Fixed						Closed			Closed
	Payout			Variable			Fixed			Indexed						Block			Block
	Annuity			Annuity			Annuity			Annuities			RILA			Life			Annuity
June 30, 2023
Weighted-average crediting rate (1)	2.81		%	3.07		%	3.36		%	1.94		%	0.32		%	7.28		%	3.27		%
Net amount at risk (2)	$	—		$	—		$	—		$	—		$	—		$	16,885		$	—
Cash surrender value (3)	$	—		$	9,271		$	10,505		$	10,643		$	2,956		$	11,022		$	1,284
December 31, 2022
Weighted-average crediting rate (1)	2.39		%	1.64		%	3.33		%	2.02		%	0.11		%	5.88		%	3.64		%
Net amount at risk (2)	$	—		$	—		$	—		$	—		$	—		$	17,427		$	—
Cash surrender value (3)	$	—		$	10,101		$	11,573		$	11,409		$	1,728		$	7,096		$	1,319

(1) Weighted average crediting rate is ~~comprised~~the average crediting rate weighted by contract holder account balances invested in fixed account funds.

(2) Net amount at risk represents the standard excess benefit base for guaranteed death benefits on universal life type products. The net amount at risk associated with market risk benefits are presented within Note 12 of the ~~traditional guaranteed investment contracts, medium-term funding agreement-backed notes~~Notes to Consolidated Financial Statements, as recast in our Current Report on Form 8-K filed May 10, 2023.

(3) Cash surrender value represents the amount of the contract holder’s account balance distributable at the balance sheet date less the applicable surrender charges.

At June 30, 2023 and ~~funding agreements (including agreements issued in conjunction with~~December 31, 2022, excluding reinsurance business, approximately 93% and 92% of the Company’s ~~participation~~annuity account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively. At June 30, 2023 and December 31, 2022, excluding reinsurance business, approximately 62% and 65% of the Company’s closed block life account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds

The following table presents contract holder account balances invested in fixed account funds by range of guaranteed minimum crediting rates and the ~~U.S. Federal Home Loan Bank program) described above.~~related range of the difference between rates being credited to other contract holder funds and the respective guaranteed minimums (in millions, 2022 information recast for the adoption of LDTI):


	June 30, 2023
	At Guaranteed		1 Basis Point-50		51 Basis Points-150		Greater Than 150
Range of Guaranteed Minimum Crediting Rate	Minimum		Basis Points Above		Basis Points Above		Basis Points Above		Total
Variable Annuities
0.00%-1.50%	$	—	$	14	$	1	$	—	$	15
1.51%-2.50%	187		—		—		—		187
Greater than 2.50%	9,120		—		—		62		9,182
Total	$	9,307	$	14	$	1	$	62	$	9,384

Fixed Annuities
0.00%-1.50%	$	18	$	63	$	78	$	1	$	160
1.51%-2.50%	30		1		2		—		33
Greater than 2.50%	668		53		291		—		1,012
Total	$	716	$	117	$	371	$	1	$	1,205

Fixed Indexed Annuities
0.00%-1.50%	$	6	$	13	$	4	$	42	$	65
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	22		—		45		—		67
Total	$	28	$	13	$	49	$	42	$	132

RILA
0.00%-1.50%	$	8	$	—	$	4��	$	1	$	13
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	20		—		—		—		20
Total	$	28	$	—	$	4	$	1	$	33

Closed Block Life
0.00%-1.50%	$	—	$	—	$	—	$	—	$	—
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	4,308		2,057		621		15		7,001
Total	$	4,308	$	2,057	$	621	$	15	$	7,001

Closed Block Annuity
0.00%-1.50%	$	—	$	—	$	—	$	—	$	—
1.51%-2.50%	—		—		1		12		13
Greater than 2.50%	929		163		23		—		1,115
Total	$	929	$	163	$	24	$	12	$	1,128

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds


	December 31, 2022
	At Guaranteed		1 Basis Point-50		51 Basis Points-150		Greater Than 150
Range of Guaranteed Minimum Crediting Rate	Minimum		Basis Points Above		Basis Points Above		Basis Points Above		Total
Variable Annuities
0.00%-1.50%	$	6,679	$	32	$	2	$	75	$	6,788
1.51%-2.50%	200		—		—		—		200
Greater than 2.50%	3,271		—		—		—		3,271
Total	$	10,150	$	32	$	2	$	75	$	10,259

Fixed Annuities
0.00%-1.50%	$	19	$	76	$	95	$	—	$	190
1.51%-2.50%	35		2		1		—		38
Greater than 2.50%	576		64		351		—		991
Total	$	630	$	142	$	447	$	—	$	1,219

Fixed Indexed Annuities
0.00%-1.50%	$	6	$	17	$	5	$	40	$	68
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	24		—		—		—		24
Total	$	30	$	17	$	5	$	40	$	92

RILA
0.00%-1.50%	$	10	$	—	$	7	$	—	$	17
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	—		—		—		—		—
Total	$	10	$	—	$	7	$	—	$	17

Closed Block Life
0.00%-1.50%	$	—	$	—	$	—	$	—	$	—
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	4,566		1,868		619		14		7,067
Total	$	4,566	$	1,868	$	619	$	14	$	7,067

Closed Block Annuity
0.00%-1.50%	$	—	$	—	$	—	$	—	$	—
1.51%-2.50%	—		—		1		10		11
Greater than 2.50%	980		159		21		—		1,160
Total	$	980	$	159	$	22	$	10	$	1,171

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11. Separate Account Assets and Liabilities

~~10. Certain Non-traditional Long-Duration Contracts~~11. Separate Account Assets and ~~Variable Annuity Guarantees~~Liabilities

This note contains the new accounting policy for the adoption of LDTI.

The Company issues variable contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder ~~(“traditional~~(traditional variable ~~annuities”)~~annuities). The Company also issues variable annuity and life contracts through separate accounts where the Company contractually guarantees to the contract holder ~~(“variable~~(variable contracts with ~~guarantees”)~~guarantees) either a) return of no less than total deposits made to the account adjusted for any partial withdrawals, b) total deposits made to the account adjusted for any partial withdrawals plus a minimum return, or c) the highest account value on a specified anniversary date adjusted for any withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death (guaranteed minimum death benefits, or "GMDB"), at annuitization ~~(GMIB)~~("GMIB"), upon the depletion of funds ~~(GMWB)~~("GMWB") or at the end of a specified period ~~(GMAB)~~("GMAB"). These guarantees are classified as market risk benefits. See Note 12 of the Notes to Condensed Consolidated Financial Statements for more information regarding market risk benefits.

The separate account assets supporting the variable portion of both traditional variable annuities and variable contracts with guarantees are carried at fair value and reported as summary total separate account assets with an equivalent summary total reported for separate account liabilities. ~~Liabilities for guaranteed benefits~~At June 30, 2023 and December 31, 2022, the assets and liabilities associated with variable life and annuity contracts were $213 billion and $196 billion, respectively. Investment risks associated with market value changes are ~~general account obligations and are reported in reserves for future policy benefits and claims payable. Amounts assessed against~~borne by the contract holders, ~~for mortality, administrative, and other services are reported in revenue as fee income. Changes in liabilities for~~except to the extent of minimum guarantees ~~are reported within death, other policy benefits and change in policy reserves within~~made by the ~~Condensed Consolidated Income Statements with the exception of changes in embedded derivatives, which are included in net gains (losses) on derivatives and investments.~~ Company.

Separate account net investment income, net investment realized and unrealized gains and losses, and the related liability changes are offset within the same line item in the Condensed Consolidated Income Statements. Amounts assessed against the contract holders for mortality, variable annuity benefit guarantees, administrative, and other services are reported in revenue as fee income.

~~Item 1 |~~ ~~Notes~~Included in the separate account assets and liabilities described above is a Jackson issued group variable annuity contract designed for use in connection with and issued to ~~Condensed Consolidated Financial Statements (Unaudited) | 10. Certain Non-traditional Long-Duration Contracts~~the Company’s Defined Contribution Retirement Plan. These deposits are allocated to the Jackson National Separate Account - II, which had balances of $316 million and ~~Variable Annuity Guarantees~~

~~At September~~$285 million at June 30, ~~2022~~2023 and December 31, 2021, the Company provided variable annuity contracts with guarantees, for which the net amount at risk is defined as the amount of guaranteed benefit in excess of current account value, as follows (dollars in millions):

Minimum Return Account
Value Net Amount at Risk Weighted Average Attained Age Average Period until Expected Annuitization
September 30, 2022
Return of net deposits plus a minimum return
GMDB 0-6% $ 143,677 $ 11,321 69.2 years
GMWB - Premium only 0% 2,047 86
GMWB 0-5%* 162 17
Highest specified anniversary account value
   minus withdrawals post-anniversary

GMDB 10,646 3,097 70.4 years
GMWB - Highest anniversary only 2,819 723
GMWB 831 169
Combination net deposits plus minimum return,
   highest specified anniversary account value
   minus withdrawals post-anniversary

GMDB 0-6% 7,276 2,748 72.2 years
GMIB 0-6% 1,156 827 0.5 years
GMWB 0-8%* 134,190 48,276
Weighted Average Attained Age Average Period until Expected Annuitization
Minimum Return Account
Value Net Amount at Risk
December 31, 2021
Return of net deposits plus a minimum return
GMDB 0-6% $ 194,060 $ 2,124 68.7 years
GMWB - Premium only 0% 2,937 7
GMWB 0-5%* 245 8
Highest specified anniversary account value
   minus withdrawals post-anniversary

GMDB 14,806 93 69.8 years
GMWB - Highest anniversary only 3,919 33
GMWB 643 44
Combination net deposits plus minimum return,
   highest specified anniversary account value
   minus withdrawals post-anniversary

GMDB 0-6% 9,896 522 71.9 years
GMIB 0-6% 1,662 463 0.5 years
GMWB 0-8%* 181,457 4,295

* Ranges shown based on simple interest. The upper limits of 5% or 8% simple interest are approximately equal to 4.1% and 6.0%, respectively, on a compound interest basis over a typical 10-year bonus period. The combination GMWB category also includes benefits with a defined increase in the withdrawal percentage under pre-defined non-market conditions.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Certain Non-traditional Long-Duration Contracts and Variable Annuity Guarantees~~

Amounts shown as GMWB above include a ‘not-for-life’ component up to the point at which the guaranteed withdrawal benefit is exhausted, after which benefits paid are considered ‘for-life’ benefits. The liability related to this ‘not-for-life’ portion is valued as an embedded derivative, while the ‘for-life’ benefits are valued as an insurance liability (see below). For this table, the net amount at risk of the ‘not-for-life’ component is the undiscounted excess of the guaranteed withdrawal benefit over the account value, and that of the ‘for-life’ component is the estimated value of additional life contingent benefits paid after the guaranteed withdrawal benefit is exhausted.

~~Account balances of contracts with guarantees were invested in variable separate accounts as follows (in millions):~~

September 30, December 31,
2022 2021
Fund type:
Equity $ 110,764 $ 154,368
Bond 15,818 20,207
Balanced 33,221 43,185
Money market 2,358 1,564
Total $ 162,161 $ 219,324

~~GMDB liabilities reflected in the general account were as follows (in millions):~~

Nine Months Ended September 30,
2022 2021
Balance as of beginning of year $ 1,370 $ 1,418
Incurred guaranteed benefits 1,147 173
Paid guaranteed benefits (146) (78)
Balance as of end of period $ 2,371 $ 1,513

The GMDB liability is determined by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments.2022, respectively. The Company ~~regularly evaluates estimates used~~receives administrative fees for managing the funds. These fees are recorded as earned and ~~adjusts the liability balance through~~included in fee income in the Condensed Consolidated Income ~~Statements, within death, other policy benefits and change in policy reserves, if actual experience or other evidence suggests that earlier assumptions should be revised.~~Statements.

The following ~~assumptions and methodology were used to determine~~table presents the ~~GMDB liability at both September 30,~~roll-forward of the separate account balance for variable annuities (in millions, 2022 ~~and December 31, 2021 (except where otherwise noted)~~information recast for the adoption of LDTI):

•~~Use of a series of stochastic investment performance scenarios, based on historical average market volatility.~~


	Six Months Ended June 30, 2023		Year Ended December 31, 2022
Balance as of beginning of period	$	195,550	$	248,469
Deposits	4,334		12,288
Surrenders, withdrawals and benefits	(7,830)		(14,554)
Net transfer from (to) general account	650		(870)
Investment performance	21,011		(47,150)
Policy charges and other	(1,387)		(2,633)
Balance as of end of period, gross	$	212,328	$	195,550



Cash surrender value (1)	$	207,170	$	190,243

•(1) ~~Mean investment performance assumption of 7.15%, after investment management fees, but before external investment advisory fees and mortality and expense charges.~~

•~~Mortality equal to 38% to 100%~~Cash surrender value represents the amount of the ~~2012 Individual Annuity Mortality basic table improved using Scale G2 through 2020.~~

•~~Lapse rates varying by~~ contract ~~type, duration and degree~~holder’s account balances distributable at the ~~benefit is in-the-money and ranging from 0.3% to 27.9% (before application of dynamic adjustments).~~balance sheet date less applicable surrender charges.

•~~Discount rates: 7.15% on 2020 and later issues, 7.4% on 2013 through 2019 issues, 8.4% on 2012 and prior issues.~~

Most GMWB reserves are considered derivatives under current accounting guidance and are recognized at fair value, as previously defined, with the change in fair value reported in net income (as net gains (losses) on derivatives and investments). The fair value of these liabilities is determined using stochastic modeling and inputs as further described in Note 6. The fair valued GMWB had a reserve asset of $484 million and reserve liability of $2,626 million at September 30, 2022 and December 31, 2021, respectively, and was reported in reserves for future policy benefits and claims payable.

6377

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Certain Non-traditional Long-Duration Contracts and Variable Annuity Guarantees~~

The Company has also issued certain GMWB products that guarantee payments over a lifetime. Reserves for the portion of these benefits after the point where the guaranteed withdrawal balance is exhausted are calculated using assumptions and methodology similar to the GMDB liability. At September 30, 2022 and December 31, 2021, these GMWB reserves totaled $359 million and $196 million, respectively, and were reported in reserves for future policy benefits and claims payable.

~~GMAB benefits were offered on some variable annuity products. However, the Company no longer offers these benefits and all have expired as of June 30, 2021.~~

The direct GMIB liability is determined at each period end by estimating the expected value of the annuitization benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The assumptions used for calculating the direct GMIB liability are consistent with those used for calculating the GMDB liability. At September 30, 2022 and December 31, 2021, GMIB reserves before reinsurance totaled $153 million and $78 million, respectively.

~~Other Liabilities – Insurance and Annuitization Benefits~~

The Company has established additional reserves for life insurance business for universal life plans with secondary guarantees, interest-sensitive life plans that exhibit “profits followed by loss” patterns and account balance adjustments to tabular guaranteed cash values on one interest-sensitive life plan.

~~Liabilities for these benefits, as established according to the methodologies described below, are as follows:~~

September 30, 2022 December 31, 2021
Benefit Type Liability
(in millions) Net Amount
at Risk
(in millions) Weighted Average Attained Age Liability
(in millions) Net Amount
at Risk
(in millions) Weighted Average Attained Age
Insurance benefits * $ 954 $ 17,676 64.6 years $ 943 $ 18,506 64.0 years
Account balance adjustments 145 N/A N/A 141 N/A N/A

* Amounts for the universal life benefits are for the total of the plans containing any policies having projected non-zero excess benefits, and thus may include some policies with zero projected excess benefits.

~~The following assumptions and methodology were used to determine the universal life insurance benefit liability for the periods referenced in the table above:~~

•~~Use of a series of deterministic premium persistency scenarios.~~

•~~Other experience assumptions similar to those used in amortization of deferred acquisition costs.~~

•~~Discount rates equal to credited interest rates, approximately 3.0% to 5.3% at September 30, 2022 and 3.0% to 5.5% at December 31, 2021.~~

The Company also has a small, closed block of two-tier annuities, where different crediting rates are used for annuitization and surrender benefit calculations. A liability is established to cover future annuitization benefits in excess of surrender values and was immaterial to the Condensed Consolidated Financial Statements at both September 30, 2022 and December 31, 2021, respectively. The Company also offers an optional lifetime income rider with certain of its fixed index annuities. The liability established for this rider before reinsurance was $53 million and $37 million at September 30, 2022 and December 31, 2021, respectively.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11. ~~Long-Term Debt~~Separate Account Assets and Liabilities

The following table presents the reconciliation of the separate account balance in the Condensed Consolidated Balance Sheets (in millions, 2022 information recast for the adoption of LDTI):


	June 30, 2023		December 31, 2022
Variable Annuities	$	212,328	$	195,550
Other	391		356
Total	$	212,719	$	195,906

The following table presents aggregate fair value of assets, by major investment asset category, supporting separate accounts (in millions, 2022 information recast for the adoption of LDTI):


	June 30, 2023		December 31, 2022
Variable Annuities By Fund Type
Equity	$	147,040	$	132,547
Bond	19,503		19,155
Balanced	42,953		40,797
Money Market	2,832		3,051
Total Variable Annuities	212,328		195,550
Other Product Lines	391		356
Total Separate Accounts	$	212,719	$	195,906

~~11.~~12. Market Risk Benefits

This note contains the new accounting policy for the adoption of LDTI.

Contracts or contract features that provide protection to the contract holder from capital market risk and expose the Company to other-than-nominal capital market risk are classified as MRBs.

All long-duration insurance contracts and certain investment contracts are subject to MRB evaluation. MRBs are measured at fair value at the contract level and can be in either an asset or liability position. For contracts that contain multiple MRB features, the MRBs are valued together as a single compound MRB. Market risk benefit assets and Market risk benefit liabilities are reported separately on the Condensed Consolidated Balance Sheets.

Changes in fair value are reported in Net (gains) losses on market risk benefits on the Condensed Consolidated Income Statements. However, the change in fair value related to our own non-performance risk is reported as a component of other comprehensive income in Change in non-performance risk on market risk benefits on the Condensed Consolidated Statements of Comprehensive Income (Loss).

A description of the items effecting the change in fair value by category is as follows:

•Changes in interest rates — movement in risk free rates (impacts both assumed future separate account returns and discounting of cash flows)

•Fund performance — separate account returns gross of fees

•Change in equity index volatility — movement in implied volatility

•Expected policyholder behavior — policyholder behavior as assumed in reserving

•Actual policyholder behavior different than expected — difference between actual behavior during the period versus assumed behavior

•Time — effect of passage of time including reduction to separate account balances from fees, the change in proximity of future cash flows, and impacts to policy features such as bonus credits

•Change in assumptions — changes in assumptions resulting from our periodic review

•Change in non-performance risk — changes in Jackson’s non-performance risk

See Note 6 of the Notes to Condensed Consolidated Financial Statements for more information regarding fair value measurements.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 12. Market Risk Benefits

Additionally, when an annuitization occurs (for annuitization benefits) or upon extinguishment of the account balance (for withdrawal benefits), the balance related to the MRB is derecognized and the amount deducted (after derecognition of any related amount included in accumulated other comprehensive income) is used in the calculation of the liability for future policy benefits for the resulting payout annuity.

Variable Annuities

Variable annuity contracts issued by the Company offer various guaranteed minimum death, withdrawal, income and accumulation benefits. These guaranteed benefit features, as well as the reinsurance recoverable on the Company’s guaranteed minimum income benefits (“GMIB”), are classified as MRBs and measured at fair value. The Company discontinued offering the GMIB in 2009 and the guaranteed minimum accumulation benefits (“GMAB”) in 2011.

Fixed Index Annuities

The longevity riders issued on fixed index annuities are classified as MRBs and measured at fair value. Similar to the variable annuity guaranteed benefits features, these contracts have explicit fees and are measured using the attributed fee method. The Company attributes a percentage of total projected future fees expected to be assessed against the policyholder to offset the projected future claims over the lifetime of the contract. If the fees attributed are insufficient to offset the claims at issue, the shortfall is borrowed from the host contract rather than recognizing a loss at inception.

RILA

The following table presents the reconciliation of the market risk benefits balance in the Condensed Consolidated Balance Sheets (in millions, 2022 information recast for the adoption of LDTI):


	June 30, 2023						December 31, 2022
	Variable		Other				Variable		Other
	Annuities		Product Lines		Total		Annuities		Product Lines		Total
Market risk benefit - (assets)	$	(5,951)	$	(6)	$	(5,957)	$	(4,856)	$	(9)	$	(4,865)
Market risk benefit - liabilities	4,423		40		4,463		5,623		39		5,662
Market risk benefit - net	$	(1,528)	$	34	$	(1,494)	$	767	$	30	$	797

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 12. Market Risk Benefits

The following table presents the roll-forward of the net MRB (assets) liabilities for variable annuities (in millions, 2022 information recast for the adoption of LDTI):


	Six Months Ended June 30, 2023		Year Ended December 31, 2022
Net MRB balance, beginning of period	$	767	$	6,281
Beginning of period cumulative effect of changes in non-performance risk	2,185		326
Net MRB balance, beginning of period, before effect of changes in non-performance risk	2,952		6,607
Effect of changes in interest rates	515		(14,137)
Effect of fund performance	(3,616)		6,432
Effect of changes in equity index volatility	(1,069)		1,576
Effect of expected policyholder behavior	209		532
Effect of actual policyholder behavior different from expected	288		(230)
Effect of time	898		1,707
Effect of changes in assumptions	—		465
Net MRB balance, end of period, before effect of changes in non-performance risk	177		2,952
End of period cumulative effect of changes in non-performance risk	(1,705)		(2,185)
Net MRB balance, end of period, gross	(1,528)		767

Reinsurance recoverable on market risk benefits at fair value, end of period	(151)		(183)
Net MRB balance, end of period, net of reinsurance	(1,679)		584

Weighted average attained age (years) (1)	69		69
Net amount at risk (2)	$	10,106	$	15,592

(1) Weighted-average attained age is defined as the average age of policyholders weighted by account value.

(2) Net amount at risk (NAR) is defined as of the valuation date for each contract as the greater of Death Benefit NAR (DBNAR) and Living Benefit NAR (LBNAR), as applicable, where DBNAR is the GMDB benefit base in excess of the account value, and the LBNAR is the actuarial present value of guaranteed living benefits in excess of the account value.

At each reporting date, the Company regularly evaluates the inputs and assumptions to be used to measure the fair value of the MRB assets and MRB liabilities. In prior periods, the non-performance risk adjustment was determined based on credit spreads indicated by a blend of yields on similarly rated peer debt and yields on Company debt. As of June 30, 2023, non-performance risk is incorporated into the calculation through the adjustment of the risk-free rate curve based only on credit spreads for debt and debt-like instruments issued by the Company or its insurance operating subsidiaries, adjusted, as necessary, to reflect the financial strength ratings of the issuing insurance subsidiaries. The change was made as a result of management’s determination that the reliability of credit spreads on debt and debt-like instruments issued by the Company as a measure of company-specific credit risk has increased due to sustained levels of market trading volume of these instruments. For the three months ended June 30, 2023, this change in estimate resulted in other comprehensive income of $692 million and is reflected as a component of the change in non-performance risk on market risk benefits in Condensed Consolidated Statements of Comprehensive Income (Loss).

The significant assumptions used in the MRB fair value calculations are discussed in Note 6 of the Notes to Condensed Consolidated Financial Statements.

13. Long-Term Debt

Liabilities for the Company’s debt are primarily carried at an amount equal to the principal balance net of any unamortized original issuance discount or premium. Original issuance discount or premium and any debt issue costs, if applicable, are recognized as a component of interest expense over the period the debt is expected to be outstanding.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 13. Long-Term Debt

The aggregate carrying value of long-term debt ~~were~~was as follows (in millions):


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Long-Term Debt	Long-Term Debt					Long-Term Debt
Senior Notes due 2023	Senior Notes due 2023	$	597	$	596	Senior Notes due 2023	$	599	$	598
Senior Notes due 2027	Senior Notes due 2027	397		—		Senior Notes due 2027	397		397
Senior Notes due 2031	Senior Notes due 2031	493		495		Senior Notes due 2031	493		493
Senior Notes due 2032	Senior Notes due 2032	347		—		Senior Notes due 2032	347		347
Senior Notes due 2051	Senior Notes due 2051	488		490		Senior Notes due 2051	489		488
Term loan due 2023		—		751

Surplus notes	Surplus notes	250		250		Surplus notes	250		250
FHLBI bank loans	FHLBI bank loans	62		67		FHLBI bank loans	58		62
Total long-term debt	Total long-term debt	$	2,634	$	2,649	Total long-term debt	$	2,633	$	2,635

The following table presents the contractual maturities of the Company's long-term debt as of ~~September~~June 30, ~~2022~~2023 (in millions):

Calendar Year
2023 2024 2025 2026 2027 and thereafter Total
Long-term debt $ 597 $ — $ — $ — $ 2,037 $ 2,634


	Calendar Year
	2023		2024		2025		2026		2027 and thereafter		Total
Long-term debt	$	599	$	—	$	—	$	—	$	2,034	$	2,633

Senior Notes

On June 8, 2022, the Company issued $750 million aggregate principal amount of ~~its~~ senior unsecured notes, consisting of $400 million aggregate principal amount of 5.170% Senior Notes due June 8, 2027 and $350 million aggregate principal amount of 5.670% Senior Notes due June 8, 2032. The net proceeds of these notes were used, together with cash on hand, to repay the Company’s $750 million aggregate principal ~~senior unsecured amount term loan due February 2023~~ ~~(the “2023 DDTL Facility”).~~

On November 23, 2021, the Company issued $1.6 billion aggregate principal amount of its senior unsecured notes consisting of $600 million aggregate principal amount of 1.125% Senior Notes due November 22, 2023, $500 million aggregate principal amount of 3.125% Senior Notes due November 23, 2031 and $500 million aggregate principal amount of 4.000% Senior Notes due November 23, 2051. The proceeds of these notes were used, together with cash on hand, to repay the Company’s $1.6 billion aggregate principal amount senior unsecured term loan due ~~May 2022 (the “2022 DDTL Facility”), as described below.~~February 2023.

Revolving Credit Facility

On February 24, 2023, the Company replaced the 2021 Revolving Credit Facility that was due to expire in February 2024 and entered into a revolving credit facility (the "2023 Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent. The 2023 Revolving Credit Facility provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.0 billion, with a sub-limit of $500 million available for letters of credit. The 2023 Revolving Credit Facility further provides for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million.

The credit agreement for the 2023 Revolving Credit Facility contains financial maintenance covenants, including a minimum adjusted consolidated net worth test of no less than 70% of our adjusted consolidated net worth as of September 30, 2022 (plus (to the extent positive) or minus (to the extent negative) 70% of the impact on such adjusted consolidated net worth resulting from the application of a one-time transition adjustment for the LDTI accounting change for insurance contracts, and plus 50% of the aggregate amount of any increase in adjusted consolidated net worth resulting from equity issuances by the Company and its consolidated subsidiaries after September 30, 2022), and a maximum consolidated indebtedness to total capitalization ratio test not to exceed 35%. Commitments under the 2023 Revolving Credit Facility terminate on February 24, 2028.

Line of Credit Agreement

Jackson is a party to an Uncommitted Money Market Line Credit Agreement dated April 6, 2023 among Jackson, Jackson Financial, and Société Générale. This agreement is an uncommitted short-term cash advance facility that provides an additional form of liquidity to Jackson and to Jackson Financial. The aggregate borrowing capacity under the agreement is $500 million and each cash advance request must be at least $100 thousand. The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance. Jackson and Jackson Financial are jointly and severally liable to repay any advance under the agreement, which must be repaid prior to the last day of the quarter in which the advance was drawn.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~11. Long-Term Debt~~14. Federal Home Loan Bank Advances

~~Term Loans~~

On February 22, 2021, the Company entered into loan facilities including a $1.0 billion revolving credit facility (the “Revolving Facility”), a $1.7 billion 2022 DDTL Facility and a $1.0 billion 2023 DDTL Facility (the “Credit Facilities”) with a syndicate of banks. The Revolving Facility provides a liquidity backstop. On September 10, 2021, the Company borrowed an aggregate principal amount of $2.4 billion under the term loan facilities as follows: $1.6 billion under the 2022 DDTL Facility and $750 million under the 2023 DDTL Facility. The proceeds of those borrowings were used for general corporate purposes, including liquidity at the holding company and capitalization of the insurance subsidiaries. Under the terms of the credit agreement for the DDTL Facilities, subject to certain exceptions, 100% of the net cash proceeds from any debt issuance, preferred equity issuance or hybrid instrument issuance by the Company or its subsidiaries was required to be applied (i) first to prepay the 2022 DDTL Facility and (ii) thereafter, to prepay the 2023 DDTL Facility. ~~As noted above, both term loans have been retired through the application of the proceeds from senior unsecured notes and cash on hand.~~

~~12.~~14. Federal Home Loan Bank Advances

The Company, through its subsidiary, Jackson, entered into an advance program with the FHLBI in which interest rates were either fixed or variable based on the FHLBI cost of funds or market rates. Advances of nil were outstanding at both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 and were recorded in other liabilities. Interest expense on such advances was $6 million and nil for the three months ended June 30, 2023 and 2022, respectively, and $6 million and nil for the six months ended June 30, 2023 and 2022, respectively.

~~13.~~15. Income Taxes

~~On August 16, 2022, President Biden signed the~~The Inflation Reduction Act of 2022 (“IRA”) ~~into law. The IRA~~ includes a new Federal alternative minimum tax (“AMT”), effective in 2023, that is based on 15% of an applicable corporation’s adjusted financial statement income (“AFSI”). A corporation will be subject to the AMT if its average pre-tax AFSI over three prior years (starting with 2020-2022) is greater than $1 billion (an “applicable corporation”). Upon becoming an applicable corporation, an entity will remain so for all future years, except under limited circumstances. The corporation’s AMT liability is payable to the extent the AMT liability exceeds regular corporate income tax. However, any AMT paid would be indefinitely available as a credit carryover that could reduce future regular corporate income tax in excess of AMT. ~~We believe that we will~~The Company expects to be an applicable corporation starting in 2023. That ~~belief~~expectation is based on interpretations and assumptions we have made regarding the AMT provisions of the IRA, which may change once regulatory guidance is issued. As of ~~September~~June 30, ~~2022,~~2023, we have not recorded any provision for the AMT. The U.S. Department of the Treasury is expected to issue regulatory guidance regarding the AMT throughout 2023.

The IRA also creates a 1% excise tax on stock buybacks of publicly-traded U.S. corporations. Starting in 2023, such excise tax generally applies if a company repurchases in excess of $1 million worth of its stock in any given calendar year. The impact of this provision will be dependent on the extent of share repurchases made in future periods. Any excise tax incurred on corporate stock repurchases will generally be recognized as part of the cost basis of the treasury stock acquired and not reported as income tax expense.

The Company uses the estimated annual effective tax rate (“ETR”) method in computing the interim tax provision. Certain items, including those deemed unusual, infrequent, or that cannot be reliably estimated, are treated as discrete items and excluded from the estimated annual ETR. In these cases, the actual tax expense or benefit is reported in the same period as the related item. Certain tax effects are also not reflected in the estimated annual ETR, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions and are recorded in the period in which the change occurs. The estimated annual ETR is revised, as necessary, at the end of successive interim reporting periods.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) |~~ ~~13. Income Taxes~~

The Company’s effective income tax rate was ~~27.4%~~16.8% and ~~20.0%~~52.8% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared with ~~(8.6)%~~20.6% and ~~16.5%~~18.4% for the same ~~periods~~period in ~~2021.~~2022. The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of foreign tax credits. The change in the ETR for the three and ~~nine~~six months ended ~~September~~June 30, 2023 compared to the three and six months ended June 30, 2022 was due to the relationship of taxable income to consolidated pre-tax income and the impact of tax adjustments related to prior year returns recorded in the current quarter compared to the impact from tax adjustments related to prior year returns recorded in the third quarter of 2021.income. The ETR differs for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from the full year-ended December 31, ~~2021~~2022 ETR of ~~15.9%~~19.6% due to the relationship of taxable income to consolidated pre-tax ~~income, including the tax expense from tax adjustments related to prior year returns recorded in the current quarter and the net interest related to income taxes recorded in 2021.~~income.

The Company is required to evaluate the recoverability of its deferred tax assets and establish a valuation allowance, if necessary, to reduce its deferred tax asset to an amount that is more likely than not to be realizable. Considerable judgment and the use of estimates are required when determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. When evaluating the need for a valuation allowance, the Company considers many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies the Company would employ to avoid a tax benefit from expiring unused.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022, recent~~2023, changes in market conditions ~~including rising~~and interest rates impacted the unrealized tax gains and losses in the available for sale securities portfolio resulting in deferred tax assets related to net unrealized tax capital losses. The deferred tax asset relates to the unrealized losses for which the carryforward period has not yet begun, and as such, when assessing its recoverability, we consider our ability and intent to hold the underlying securities to recovery.

As of ~~September~~June 30, ~~2022,~~2023, based on all available evidence, we concluded that a valuation allowance should be established on a portion of the deferred tax asset related to unrealized losses that are not more-likely-than-not to be realized. For the three and six months ~~ending September~~ended June 30, ~~2022,~~2023, the Company recorded an increase of ~~$179~~$93 million and a decrease of $42 million to the valuation allowance associated with the unrealized tax losses in the ~~companies’~~Company's available for sale securities portfolio. ~~For~~The $93 million increase for the ~~nine~~three months ended ~~September~~June 30, 2023 to the valuation allowance consists of $88 million tax

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 15. Income Taxes

expense recorded to other comprehensive income and $5 million tax expense recorded in the income tax expense. The $42 million decrease for the six months ended June 30, 2023 to the valuation allowance consists of $52 million tax (benefit) recorded to other comprehensive income offset by $10 million tax expense recorded in the income tax (benefit). At June 30, 2023 and December 31, 2022, the ~~company~~Company has recorded a total valuation allowance for ~~$499~~$864 million and $906 million, respectively, associated with the unrealized tax losses in the ~~companies'~~Company's available for sale securities portfolio. ~~All~~At June 30, 2023 and December 31, 2022, the Company has recorded a total valuation allowance for $4 million and $4 million, respectively, against the deferred tax assets associated with both realized and unrealized losses on capital assets in the Non-life Companies’ where it is not more-likely-than-not that the full tax benefit of the ~~valuation allowance establishment was allocated to other comprehensive income.~~losses will be realized.

~~14.~~16. Commitments and Contingencies

The Company and its subsidiaries are involved in litigation arising in the ordinary course of business. It is the opinion of management that the ultimate disposition of such litigation will not have a material adverse effect on the Company's financial condition. Jackson has been named in civil litigation proceedings, which appear to be substantially similar to other class action litigation brought against many life insurers including allegations of misconduct in the sale of insurance products. The Company accrues for legal contingencies once the contingency is deemed to be probable and reasonably estimable.

At ~~September~~June 30, ~~2022,~~2023, the Company had unfunded commitments related to its investments in limited partnerships and limited liability companies totaling ~~$1,577~~$994 million. At ~~September~~June 30, ~~2022,~~2023, unfunded commitments related to fixed-rate mortgage loans and other debt securities totaled ~~$1,401~~$942 million.

~~15.~~17. Other Related Party Transactions

The Company's investment management operation, PPM, provides investment services to certain Prudential affiliated entities. The Company recognized $7$10 million and $9 million of revenue during the three months ended ~~September~~June 30, 2023, and 2022, and ~~2021, and $25~~$18 million and ~~$28~~$18 million of revenue during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, associated with these investment services. This revenue was included in fee income in the accompanying Condensed Consolidated Income Statements.

~~Item~~As discussed further in Note 1 | of the Notes to Condensed Consolidated Financial Statements, ~~(Unaudited) | 15. Other Related Party Transactions~~

~~The investments~~as of June 30, 2023, Prudential has no remaining equity interest in the ~~segregated account~~Company and is no longer a related to the coinsurance agreement with Athene are subject to an investment management agreement between Jackson and Apollo Insurance Solutions Group LP (“Apollo”), which merged with Athene in 2022. Apollo management fees, which are calculated and paid monthly in arrears, are paid directly from the funds withheld account, administered by Athene. These payments were $21 million and $26 million during the three months ended September 30, 2022, and 2021, and $64 million and $80 million during the nine months ended September 30, 2022 and 2021, associated with these services.

party.

~~16.~~

18. Operating Costs and Other Expenses

The following table is a summary of the Company’s operating costs and other expenses (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Asset-based commission expenses	Asset-based commission expenses	$	242	$	286	$	767	$	834	Asset-based commission expenses	$	255	$	250	$	505	$	525
Other commission expenses	Other commission expenses	195		263		664		793		Other commission expenses	177		229		351		469
Sub-advisor expenses	Sub-advisor expenses	80		101		252		289		Sub-advisor expenses	77		83		154		173

General and administrative expenses	General and administrative expenses	220		241		614		769		General and administrative expenses	238		153		474		394
Deferral of acquisition costs	Deferral of acquisition costs	(145)		(192)		(496)		(595)		Deferral of acquisition costs	(127)		(172)		(248)		(352)
Total operating costs and other expenses	Total operating costs and other expenses	$	592	$	699	$	1,801	$	2,090	Total operating costs and other expenses	$	620	$	543	$	1,236	$	1,209

Item 1 | Notes to Condensed Consolidated Financial Statements(Unaudited) | 19. Accumulated Other Comprehensive Income (Loss)

~~17.~~19. Accumulated Other Comprehensive Income (Loss)

The following table represents changes in the balance of AOCI, net of income tax, related to unrealized investment gains (losses) (in ~~millions)~~millions, 2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Balance, beginning of period (1)	Balance, beginning of period (1)	$	(3,722)	$	2,390	$	1,744	$	3,821	Balance, beginning of period (1)	$	(2,308)	$	(119)	$	(3,378)	$	1,360

Change in unrealized appreciation (depreciation) of investments		(2,383)		(415)		(9,254)		(2,068)
Change in unrealized appreciation (depreciation) - other		126		15		438		86
Change in unrealized gains (losses) of investments										Change in unrealized gains (losses) of investments	(580)		(3,290)		447		(6,871)
Change in current discount rate - reserve for future policy benefits(2)										Change in current discount rate - reserve for future policy benefits(2)	96		591		(50)		1,356
Change in non-performance risk on market risk benefits										Change in non-performance risk on market risk benefits	(764)		1,017		(480)		1,953
Change in unrealized gains (losses) - other										Change in unrealized gains (losses) - other	3		17		(11)		26
Change in deferred tax asset	Change in deferred tax asset	313		86		1,413		429		Change in deferred tax asset	181		42		71		444
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(1,944)		(314)		(7,403)		(1,553)		Other comprehensive income (loss) before reclassifications	(1,064)		(1,623)		(23)		(3,092)
Reclassifications from AOCI, net of tax	Reclassifications from AOCI, net of tax	(52)		(31)		(59)		(223)		Reclassifications from AOCI, net of tax	7		3		36		(7)
Other comprehensive income (loss)	Other comprehensive income (loss)	(1,996)		(345)		(7,462)		(1,776)		Other comprehensive income (loss)	(1,057)		(1,620)		13		(3,099)
Balance, end of period (1)	Balance, end of period (1)	$	(5,718)	$	2,045	$	(5,718)	$	2,045	Balance, end of period (1)	$	(3,365)	$	(1,739)	$	(3,365)	$	(1,739)

(1)Includes ~~$(2,316) million, $287~~$(1,930) million and ~~$481~~$(2,106) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of ~~September~~June 30, ~~2022,~~2023 and December 31, ~~2021~~2022, respectively.

(2)Represents the impact of changes in the discount rate used in the remeasurement of our direct reserves for future policy benefits and ~~September 30, 2021, respectively.~~claims payable, net of the remeasurement of ceded reserves for future policy benefits and claims payable.

The following table represents amounts reclassified out of AOCI (in millions, 2022 information recast for the adoption of LDTI):


AOCI Components	Amounts Reclassified from AOCI				Affected Line Item in the Condensed Consolidated Income Statement

	Three Months Ended June 30,
	2023		2022
Net unrealized investment gain (loss):
Net realized gain (loss) on investments	$	16	$	(7)	Net gains (losses) on derivatives and investments
Other impaired securities	(7)		12		Net gains (losses) on derivatives and investments
Net unrealized gain (loss), before income taxes	9		5


Income tax expense (benefit)	2		2
Reclassifications, net of income taxes	$	7	$	3


AOCI Components	Amounts Reclassified from AOCI				Affected Line Item in the Condensed Consolidated Income Statement

	Six Months Ended June 30,
	2023		2022
Net unrealized investment gain (loss):
Net realized gain (loss) on investments	$	76	$	(38)	Net gains (losses) on derivatives and investments
Other impaired securities	(30)		30		Net gains (losses) on derivatives and investments
Net unrealized gain (loss), before income taxes	46		(8)


Income tax expense (benefit)	10		(1)
Reclassifications, net of income taxes	$	36	$	(7)

6884

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~17. Accumulated Other Comprehensive Income (Loss)~~20. Equity

20. Equity

Preferred Stock

On March 13, 2023, the Company issued and sold 22,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th fractional interest in a share of the Company’s Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A, $25,000 liquidation preference per share (equivalent to $25 per Depositary Share), with a 5-year dividend rate reset period and noncumulative dividends (the “Series A Preferred Stock”). After underwriting discounts and expenses, we received net proceeds of approximately $533 million.

The Series A Preferred Stock carries i) an initial dividend rate of 8.000% per annum to but excluding, March 30, 2028; and ii) from, and including, March 30, 2028, during each reset period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the applicable reset dividend determination date plus 3.728%. The dividend is payable quarterly in arrears on March 30, June 30, September 30 and December 30, and commenced on June 30, 2023. Dividends on the Series A Preferred Stock are not cumulative. Under the terms of the Series A Preferred Stock, if the Company has not declared and paid, or declared and set aside a sum sufficient for the payment of, dividends on the Series A Preferred Stock for the immediately preceding dividend period (for the avoidance of doubt, there is no preceding dividend period for the initial dividend period), then the Company’s ability to pay dividends or make distributions with respect to its common stock, or to repurchase or otherwise acquire its common stock, is subject to certain restrictions. Similar restrictions would apply in respect of any preferred stock ranking on parity with, or junior to, the Series A Preferred Stock, if any such preferred stock were to be issued by the Company.

We may, at our option, redeem the shares of Series A Preferred Stock (a) in whole but not in part at any time prior to March 30, 2028, (i) within 90 days after the occurrence of a “rating agency event” at a redemption price equal to $25,500 per share (equivalent to $25.50 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date, or (ii) within 90 days after the occurrence of a “regulatory capital event,” at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date, or (b) in whole or in part, from time to time, on or after March 30, 2028, at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date. If we redeem any shares of Series A Preferred Stock, a proportionate number of Depositary Shares will be redeemed. Holders of Depositary Shares have no right to require the redemption or repurchase of the Series A Preferred Stock or the Depositary Shares.

The net proceeds from the sale are being used for general corporate purposes, including future repayments of debt.

The following table ~~represents amounts reclassified out~~presents declaration date, record date, payment date and dividends paid per preferred share and per depositary share of ~~AOCI (in millions):~~JFI’s Series A preferred stock:

AOCI Components Amounts
Reclassified from AOCI Affected Line Item in the Condensed
Consolidated Income Statement
Three Months Ended September 30,
2022 2021
Net unrealized investment gain (loss):
Net realized gain (loss) on investments $ (47) $ (45) Net gains (losses) on derivatives and investments
Other impaired securities (25) — Net gains (losses) on derivatives and investments
Net unrealized gain (loss) (72) (45)
Amortization of deferred acquisition costs 5 5
Reclassifications, before income taxes (67) (40)
Income tax expense (benefit) (15) (9)
Reclassifications, net of income taxes $ (52) $ (31)

AOCI Components Amounts
Reclassified from AOCI Affected Line Item in the Condensed
Consolidated Income Statement
Nine Months Ended September 30,
2022 2021
Net unrealized investment gain (loss):
Net realized gain (loss) on investments $ (85) $ (313) Net gains (losses) on derivatives and investments
Other impaired securities 5 — Net gains (losses) on derivatives and investments
Net unrealized gain (loss) (80) (313)
Amortization of deferred acquisition costs 5 28
Reclassifications, before income taxes (75) (285)
Income tax expense (benefit) (16) (62)
Reclassifications, net of income taxes $ (59) $ (223)

~~18. Equity~~

Dividends Paid

Declaration Date

Record Date

Payment Date

Per Preferred Share

Per Depositary Share

Quarter Ended

06/30/2023

May 8, 2023

June 1, 2023

June 30, 2023

$594.44

$0.59444

Common Stock

~~The~~At the time of the Demerger, the Company had two classes of common stock: Class A Common Stock and Class B Common Stock. Both classes had a par value of $0.01 per share. Each share of Class A Common Stock iswas entitled to one vote per share. Each share of Class B Common Stock was entitled to one-tenth of one vote per share. Except for voting rights, the Company’s Class A Common Stock and Class B Common Stock had the same dividend rights, were equal in all other respects, and were otherwise treated as if they were one class of shares. On June 9, 2022, our shareholders approved the Third Amended and Restated Certificate of Incorporation, which amended and restated the Second Amended and Restated Certificate of Incorporation to eliminate the Class B Common Stock. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company was authorized to issue up to ~~900 million~~1 billion shares of common stock (formerly known as the Class A Common ~~Stock). At September 30, 2022 and~~Stock at December 31, ~~2021, the Company was authorized to issue nil and 100 million shares of Class B Common Stock, respectively.~~2021).

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~18.~~20. Equity

Share Repurchase Program

On February ~~28, 2022,~~27, 2023, our Board of Directors authorized an increase of ~~$300~~$450 million in our existing authorization to repurchase shares of our outstanding ~~Class A Common Stock~~common stock as part of the Company's share repurchase program. As of ~~November~~August 3, ~~2022,~~2023, the Company had remaining ~~authority~~authorization to purchase ~~$119~~$439 million of its common shares. The Company expects to repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including funds available at the parent company, other potential uses for such funds, market conditions, the Company's capital position, legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board at any time. It does not have an expiration date. There can be no assurance that we will continue share repurchases or approve any increase to, or approve any new, stock repurchase program, or as to the amount of any repurchases made pursuant to such programs.

The Inflation Reduction Act of 2022 creates a 1% excise tax on net stock buybacks of publicly-traded U.S. corporations. Starting in 2023, such excise tax generally applies if a company repurchases in excess of $1 million of its stock in any given calendar year. The impact of this provision depends on the extent to which net share repurchases are made. Any excise tax incurred on corporate stock repurchases will generally be recognized as part of the cost basis of the treasury stock acquired and not reported as income tax expense. Through June 30, 2023, we have not incurred any excise tax as stock issuances (including preferred stock) were greater than stock repurchases.

The following table represents share repurchase activities as part of this share repurchase program:


Period	Period	Number of Shares Repurchased	Total Payments (in millions)		Average Price Paid Per Share		Period	Number of Shares Repurchased	Total Payments (in millions)		Average Price Paid Per Share
2021(October 1 - December 31)		5,778,649	$	211	$	36.51
Total 2021		5,778,649	211		36.51
2022 (January 1- March 31)	2022 (January 1- March 31)	3,433,610	140		40.84		2022 (January 1- March 31)	3,433,610	$	140	$	40.84
2022 (April 1- June 30)	2022 (April 1- June 30)	1,870,854	66		35.15		2022 (April 1- June 30)	1,870,854	66		35.15
2022 (July 1- September 30)	2022 (July 1- September 30)	1,200,000	39		32.75		2022 (July 1- September 30)	1,200,000	39		32.75
2022 (October 1 - November 3)		792,105	25		31.58
2022 (October 1 - December 31)							2022 (October 1 - December 31)	1,142,105	38		33.33
Total 2022	Total 2022	7,296,569	$	270	$	37.04	Total 2022	7,646,569	$	283	$	37.05
2023 (January 1- March 31)							2023 (January 1- March 31)	1,721,737	70		40.42
2023 (April 1- June 30)							2023 (April 1- June 30)	1,394,797	47		33.87

Total 2023							Total 2023	3,116,534	$	117	$	37.49

The following table represents changes in the balance of common stock outstanding:


		Common Stock Issued	Treasury Stock		Total Common Stock Outstanding		Common Stock Issued	Treasury Stock		Total Common Stock Outstanding

Shares at December 31, 2021		94,464,343	(5,778,649)		88,685,694
Shares at December 31, 2022						Shares at December 31, 2022	94,474,911	(11,784,813)		82,690,098
Share-based compensation programs	Share-based compensation programs	9,675	1,476,037	(1)	1,485,712	Share-based compensation programs	6,095	2,331,172	(1)	2,337,267
Shares repurchased under repurchase program	Shares repurchased under repurchase program	—	(6,504,464)		(6,504,464)	Shares repurchased under repurchase program	—	(3,116,534)		(3,116,534)
Shares at September 30, 2022		94,474,018	(10,807,076)		83,666,942
Shares at June 30, 2023						Shares at June 30, 2023	94,481,006	(12,570,175)		81,910,831

(1) Represents net shares issued from treasury stock pursuant to the Company’s share-based compensation programs.

On December 13, 2021, we repurchased 2,242,516 shares of our Class A Common Stock from Prudential and 1,134,767 shares of our Class A Common Stock from Athene. The price per share in the repurchase was $37.01. On December 13, 2021, Athene converted a total of 725,623 shares of its Class B common stock to Class A Common Stock on a one-for-one basis. On February 1, 2022, Athene converted the remaining 638,861 shares of its Class B Common Stock to Class A Common Stock on a one-for-one basis.

~~On March 12, 2022, we repurchased 750,000 shares of our Class A Common Stock from Athene. The price per share in the repurchase was $37.89.~~

Dividends to Shareholders

Any declaration of cash dividends on common stock will be at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, preferred stock, and contractual restrictions with respect to paying cash dividends, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our ~~common~~ stock or as to the amount of any such cash dividend.

7086

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~19. Earnings Per Share~~20. Equity

The following table presents declaration date, record date, payment date and dividends paid on per share of JFI’s common ~~shares:~~stock:

~~Quarter Ended~~

Declaration Date

Record Date

Payment Date

Dividends Paid Per Share

Quarter Ended

03/31/2023

February 27, 2023

March 14, 2023

March 23, 2023

$0.62

06/30/2023

May 8, 2023

June 1, 2023

June 15, 2023

$0.62

Quarter Ended

03/31/2022

February 28, 2022

March 14, 2022

March 23, 2022

$0.55

06/30/2022

May 9, 2022

June 2, 2022

June 16, 2022

$0.55

~~09/30/2022~~

~~August 8, 2022~~

~~September 1, 2022~~

~~September 15, 2022~~

~~$0.55~~

~~19.~~21. Earnings Per Share

Basic earnings per share is calculated by dividing net income (loss) attributable to Jackson Financial ~~Inc.~~ shareholders by the weighted-average number of ~~Class A and Class B~~ common shares outstanding during the period. Except for voting rights, the Company’s Class A Common Stock and Class B Common Stock had the same dividend rights, were equal in all respects, and were otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share is calculated by dividing the net income (loss) attributable to Jackson Financial ~~Inc.~~ shareholders, by the weighted-average number of shares of ~~Class A Common Stock and Class B Common Stock~~common stock outstanding for the period, plus shares representing the dilutive effect of share-based awards. ~~For the three and nine months ended September 30,~~Beginning in 2021, the Company ~~did not have any outstanding share-based awards involving the issuance of the Company’s equity and, therefore, no impact to the diluted earnings per share calculation. The Company grants~~granted its first share-based awards subject to vesting provisions ~~as provided in~~of the ~~Company's~~ 2021 Omnibus Incentive Plan, which have a dilutive effect. See Note 1618 of the Notes to Consolidated Financial Statements in the Company’s 2022 Annual Report, as recast in our Current Report on Form 8-K filed May 10, 2023, for further description of share-based ~~awards in the Company's 2021 Annual Report.~~awards.

The following table sets forth the calculation of earnings per common ~~share:~~share (2022 information recast for the adoption of LDTI):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions, except share and per share data)									(in millions, except share and per share data)

Net income (loss) attributable to Jackson Financial Inc.	Net income (loss) attributable to Jackson Financial Inc.	$	1,479	$	206	$	6,407	$	2,598	Net income (loss) attributable to Jackson Financial Inc.	$	1,217	$	3,263	$	(280)	$	5,457
Less: Preferred stock dividends										Less: Preferred stock dividends	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc. common shareholders										Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

Weighted average shares of common stock outstanding - basic	Weighted average shares of common stock outstanding - basic	85,098,192		94,464,343		86,126,710		94,464,343		Weighted average shares of common stock outstanding - basic	82,595,287		85,968,564		82,620,558		86,649,493
Dilutive common shares	Dilutive common shares	2,797,727		—		3,198,774		—		Dilutive common shares	2,159,324		3,200,211		—		3,402,618
Weighted average shares of common stock outstanding - diluted		87,895,919		94,464,343		89,325,484		94,464,343
Weighted average shares of common stock outstanding - diluted(1)										Weighted average shares of common stock outstanding - diluted(1)	84,754,611		89,168,775		82,620,558		90,052,111

Earnings per share—common stock	Earnings per share—common stock									Earnings per share—common stock
Basic	Basic	$	17.38	$	2.18	$	74.39	$	27.50	Basic	$	14.58	$	37.96	$	(3.55)	$	62.98
Diluted	Diluted	$	16.83	$	2.18	$	71.73	$	27.50	Diluted	$	14.21	$	36.59	$	(3.55)	$	60.60

(1) In a quarter in which we reported a net loss attributable to Jackson Financial Inc., all common stock equivalents are anti-dilutive and are therefore excluded from the calculation of diluted shares and diluted per share amounts. The shares excluded from the diluted EPS calculation were 2,794,562 shares for the six months ended June 30, 2023.

~~20.~~

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 22. Revision and Reclassifications of Prior Period Financial Statements

22. Revision and Reclassifications of Prior Period Financial Statements

~~The~~At September 30, 2022, the Company identified errors related to the classification of certain balances and amounts in line items of ~~consolidated balance sheets, income statements,~~Condensed Consolidated Income Statements, and ~~statements~~Condensed Consolidated Statements of ~~cash flows~~Cash Flows of its previously issued ~~consolidated financial statements.~~Condensed Consolidated Financial Statements. These errors ~~consist~~consisted of balances and amounts related to deferred sales inducement assets, liabilities for certain life-contingent annuities, sub-advisor fee expenses, and other operating expenses and dodid not impact previously reported net income, total equity, or net cash flows.

Management evaluated these errors and the impact to previously issued financial statements based upon SEC Staff Accounting Bulletin No. 99, Materiality, which has since been codified in Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections. Based on this evaluation, management ~~has~~ concluded that the adjustments and impact of ~~these~~the errors ~~are~~were not material to any previously issued quarterly or annual financial statements. However, to improve the consistency and comparability of the financial statements, management ~~has~~ revised previously reported financial statement line items and related disclosures in this ~~quarterly~~ report.

In addition, certain other immaterial amounts in prior period financial statements have been reclassified to conform to the current period presentation.

~~Item 1 |~~ ~~Notes to Condensed Consolidated Financial Statements (Unaudited) | 20. Revision and Reclassifications of Prior Period Financial Statements~~

The following tables, recast for the adoption of LDTI, present ~~condensed consolidated balance sheet and statement of income~~Condensed Consolidated Income Statements line items affected by the revisions and reclassifications of previously reported financial statements, detailing amounts previously reported, the impact upon those line items due to revisions and reclassifications and amounts as currently revised within the financial statements. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, the reclassification also impacted the ~~condensed consolidated statement~~Condensed Consolidated Statement of ~~cash flows~~Cash Flows in the amount of ~~$42~~$44 million, which increased financing cash flows offset by a decrease in operating cash flows. ~~In addition, there were revisions reflected in our disclosures throughout this Form 10-Q.~~

Condensed Consolidated Balance Sheets (in millions) As Previously Reported Impact of Revisions
and Reclassifications As Revised
12/31/21 12/31/21 12/31/21
Assets
Other assets $ 853 $ 75 $ 928
Total assets 375,484 75 375,559
Liabilities
Reserves for future policy benefits and claims payable 17,629 1,038 18,667
Other contract holder funds 59,689 (963) 58,726
Notes issued by consolidated variable interest entities, at fair value under fair value option — 1,404 1,404
Other liabilities 3,944 (1,404) 2,540
Total liabilities 364,410 75 364,485
Total liabilities and equity $ 375,484 $ 75 $ 375,559

Condensed Consolidated Income Statements
(in millions) As Previously Reported Impact of Revisions and Reclassifications As Revised
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
9/30/21 9/30/21 9/30/21 9/30/21 9/30/21 9/30/21
Revenues
Fee income $ 1,962 $ 5,674 $ 101 $ 289 $ 2,063 $ 5,963
Premium 35 100 2 15 37 115
Net investment income 852 2,576 (15) (8) 837 2,568
Total revenues 1,487 7,226 88 296 1,575 7,522
Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals 394 887 11 46 405 933
Interest credited on other contract holder funds, net of deferrals and amortization 217 657 (8) (27) 209 630
Operating costs and other expenses, net of deferrals 614 1,812 85 278 699 2,090
Amortization of deferred acquisition costs 4 552 — (1) 4 551
Total benefits and expenses 1,235 3,927 88 296 1,323 4,223
Net income (loss) $ 268 $ 2,784 $ — $ — $ 268 $ 2,784




Condensed Consolidated Income Statements (in millions)	As Previously Reported		Impact for the Adoption of LDTI		Impact of Revisions and Reclassifications		As Revised
	Three Months Ended		Three Months Ended		Three Months Ended		Three Months Ended
	6/30/22		6/30/22		6/30/22		6/30/22

Revenues
Fee income	$	1,852	$	—	$	82	$	1,934
Premium	32		—		—		32
Net investment income	747		—		(55)		692
Total net gains (losses) on derivatives and investments	3,867		148		—		4,015
Total revenues	6,519		148		27		6,694

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	912		(649)		11		274
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		14		—		14
Market risk benefits (gains) losses, net	—		1,184		—		1,184
Interest credited on other contract holder funds, net of deferrals and amortization	217		1		(9)		209
Operating costs and other expenses, net of deferrals	517		—		26		543
Amortization of DAC	1,198		(890)		(1)		307
Total benefits and expenses	2,868		(340)		27		2,555
Pretax income (loss)	3,651		488		—		4,139
Income tax (benefit) expense	717		128		—		845
Net income (loss)	$	2,934	$	360	$	—	$	3,294

7288

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | ~~21. Subsequent Events~~22. Revision and Reclassifications of Prior Period Financial Statements




Condensed Consolidated Income Statements (in millions)	As Previously Reported		Impact for the Adoption of LDTI		Impact of Revisions and Reclassifications		As Revised
	Six Months Ended		Six Months Ended		Six Months Ended		Six Months Ended
	6/30/22		6/30/22		6/30/22		6/30/22

Revenues
Fee income	$	3,774	$	—	$	172	$	3,946
Premium	66		—		3		69
Net investment income	1,467		—		(85)		1,382
Total net gains (losses) on derivatives and investments	5,472		(1,995)		—		3,477
Total revenues	10,820		(1,995)		90		8,915

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	1,479		(930)		25		574
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		29		—		29
Market risk benefits (gains) losses, net	—		(723)		—		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	423		2		(19)		406
Operating costs and other expenses, net of deferrals	1,124		—		85		1,209
Amortization of deferred acquisition costs	1,713		(1,088)		(1)		624
Total benefits and expenses	4,783		(2,710)		90		2,163
Pretax income (loss)	6,037		715		—		6,752
Income tax (benefit) expense	1,047		186		—		1,233
Net income (loss)	$	4,990	$	529	$	—	$	5,519

~~21.~~23. Subsequent Events

The Company has evaluated subsequent events through the date these Condensed Consolidated Financial Statements were issued.

Dividends Declared to Shareholders

On ~~November~~August 7, ~~2022,~~2023, our Board of Directors approved a ~~fourth~~third quarter cash dividend on JFI's common stock, ~~$0.55~~$0.62 per share, payable on ~~December 15, 2022,~~September 14, 2023, to shareholders of record on ~~December 1, 2022.~~August 31, 2023. The Company also declared a cash dividend of $0.50 per depositary share (the "Depositary Shares"), each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A. The dividend will be payable on October 2, 2023, to Depositary Shares shareholders of record at the close of business on August 31, 2023.

7389

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

~~Certain statements made~~The information in this Quarterly Report on Form 10-Q (this ~~"Report"~~“report”) contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are ~~“forward-looking statements” within the meaning~~forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the ~~Private Securities Litigation Reform Act of 1995. A~~dates the statements are made. We caution investors that these forward-looking statement is a statement that is not a historical fact and includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other ~~words~~ or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings.

~~Forward-looking~~ statements are subject to known and unknown risks and ~~uncertainties. Actual~~uncertainties that may cause actual results ~~could~~to differ materially from those projected, expressed, or implied. Factors that could cause actual results to differ materially from those in ~~or implied by such~~the forward-looking statements ~~due to a variety~~include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of ~~factors, including:~~

•~~conditions~~Financial Condition and Results of Operations in ~~the capital and credit markets and the economy, which impact liquidity, investment performance and valuation, hedge program performance, interest rates and credit spreads;~~

•~~Jackson Financial’s dependence on the ability of its subsidiaries to transfer funds to meet Jackson Financial’s obligations and liquidity needs;~~

•~~downgrade in~~ our ~~financial strength or credit ratings, which impact our business and costs of financing;~~

•changes in laws and regulations, which impact how we conduct our business, the relative appeal of our products versus those from other financial institutions, and changes in accounting standards, which impact how we account for and present our results of operations;

•operational failures, including failure of our information technology systems, failure to protect the confidentiality of customer information or proprietary business information, and disruptions from third-party outsourcing partners;

•~~a failure to adequately describe and administer, or meet any of the complex product and regulatory requirements relating to, the many complex features and options contained in our annuities;~~

•~~adverse impacts on our results of operations and capitalization as a result of optional guaranteed benefits within certain of our annuities;~~

•models that rely on a number of estimates, assumptions, sensitivities and projections, which models inform our business decisions and strategy, and which may contain misjudgments and errors and may not be as predictive as desired;

•~~risks related to natural and man-made disasters and catastrophes, diseases, epidemics, pandemics (including COVID-19), malicious acts, cyberattacks, terrorist acts, civil unrest and climate change;~~

•~~inadequate reserves due to differences between our actual experience and management’s estimates and assumptions;~~

•~~changes in the levels of amortization of deferred acquisition costs (“DAC”); and~~

•~~adverse outcomes of legal or regulatory actions.~~

~~The risks and uncertainties included here are not exhaustive. Our~~ Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as filed with the SEC on March ~~7, 2022,~~1, 2023, (the ~~"2021~~"2022 Annual Report"), as Part II, Item 7 was recast to reflect the adoption of LDTI in our Current Report on Form 8-K filed May 10, 2023, and ~~other reports filed~~elsewhere in Jackson Financial Inc.’s filings with the U.S. Securities and Exchange Commission ~~(“SEC”~~(the "SEC") ~~includes additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time~~. Except as required by law, Jackson Financial Inc. does not undertake to ~~time, and it is~~update such forward-looking statements. You should not ~~possible for management to predict all such risk factors.~~ rely unduly on forward-looking statements.

~~Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or~~ ~~combination~~ of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this Report, except as otherwise required by law.

7490

Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions

Available Information

We make available free of charge, through our investor relations page of our website, investors.jackson.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the SEC. We use our investor relations page of our website as a routine channel for distribution of important information, including news releases, analyst presentations, financial information, and corporate governance information. The content of Jackson’s website is not incorporated by reference into this Report or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Principal Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report


we, us, our and the Company			Jackson Financial Inc. and its consolidated subsidiaries, unless the context refers only to Jackson Financial Inc. as a corporate entity (which we refer to as "JFI" or "Jackson Financial")
Jackson			Jackson National Life Insurance Company, a Company subsidiary.
Brooke Life			Brooke Life Insurance Company, a Company subsidiary and the direct parent company of Jackson National Life Insurance Company.
Jackson Finance			Jackson Finance, LLC, a Company subsidiary.
JNAM			Jackson National Asset Management LLC, a Company subsidiary.
PPMH			PPM Holdings, Inc., a Company subsidiary
PPM			PPM America, Inc., a subsidiary of PPMH
ACL			Allowance for credit loss
Account value or account balance			The amount of money in a customer’s account. For example, the value increases with additional premiums and investment gains, and it decreases with withdrawals, investment losses and fees.
Athene			Athene Life Re Ltd. and its affiliates and permitted transferees, including Athene Co-Invest Reinsurance Affiliate 1A Ltd.
Athene ~~Equity Investment~~			The July 2020 investment of $500 million by Athene in JFI for Class A Common Stock and Class B Common Stock, representing approximately 9.9% of the total combined voting power and approximately 11.1% of the total common stock of the Company
~~Athene~~ Reinsurance Transaction			The funds withheld coinsurance agreement entered into with Athene on June 18, 2020, effective June 1, 2020, to reinsure a 100% quota share of a block of our in-force fixed and fixed index annuity liabilities in exchange for approximately $1.2 billion in ceding commissions
~~Athene Transactions~~			~~The Athene Reinsurance Transaction and the Athene Equity Investment, together.~~
AUM (Assets under management)			Investment assets that are managed by one of our subsidiaries and includes: (i) the assets in our investment portfolio managed by PPM, which excludes assets held in funds withheld accounts for reinsurance transactions, (ii) third-party assets managed by PPM, including those for Prudential and its affiliates or third parties, and (iii) the separate account assets of our Retail Annuities segment that Jackson National Asset Management, LLC ("JNAM") manages and administers.
Benefit base			A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may have different benefit bases.
CMBS			Commercial mortgage-backed securities
DAC (Deferred acquisition costs)			Represent the incremental costs related directly to the successful acquisition of new and certain renewal insurance policies and annuity contracts and which have been deferred on the balance sheet as an asset.
~~DDTL Facility~~			~~Delayed Draw Term Loan Facility~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Available Information & Principal Definitions~~


Deferred tax asset or Deferred tax liability			Assets or liabilities that are recorded for the difference between book basis and tax basis of an asset or a liability.
~~DSI (Deferred sales inducements)~~			Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.
Fixed Annuity			An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums. Credited interest rates are guaranteed not to change for certain limited periods of time.

Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions


Fixed Index Annuity			An annuity with an ability to share in the upside from certain financial markets, such as equity indices, and provides downside protection.
Form 10			Form 10 registration statement registering the Company’s Class A Common Stock under the Securities Exchange Act of 1934, as amended, which became effective on August 6, 2021.
General account assets			The assets held in the general accounts of our insurance companies.
GIC			Guaranteed investment contract
Guarantee Fees			Fees charged on annuities for optional benefit guarantees
GMAB (Guaranteed minimum accumulation benefit)			An add-on benefit (enhanced benefits available for an additional cost) which entitles an owner to a minimum payment, typically in lump-sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying account value.
GMDB (Guaranteed minimum death benefit)			An add-on benefit (enhanced benefits available for an additional cost) that guarantees an owner’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying account value, upon the death of the owner.
GMIB (Guaranteed minimum income benefit)			An add-on benefit (available for an additional cost) where an owner is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the payment stream resulting from current annuitization of the underlying account value.
GMWB (Guaranteed minimum withdrawal benefit)			An add-on benefit (available for an additional cost) where an owner is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the owner could be greater than the underlying account value.
GMWB for Life (Guaranteed minimum withdrawal benefit for life)			An add-on benefit (available for an additional cost) where an owner is entitled to withdraw the guaranteed annual withdrawal amount each year, for the duration of the policyholder’s life, regardless of account performance.
MRB (Market Risk Benefit			A contract or contract feature that both provides protection to the contract holder from other-than-nominal capital market risk and exposes the insurance entity to other-than-nominal capital market risk.
NAIC			National Association of Insurance Commissioners
NAV			Net asset value
Net flows			Net flows represent the net change in customer account balances during a period, including gross premiums, surrenders, withdrawals and benefits. Net flows exclude investment performance, interest credited to customer accounts and policy charges.
RBC (Risk-based capital)			~~Rules~~Statutory minimum level of capital that is required by regulators for an insurer to ~~determine insurance company statutory capital requirements. It is based on rules published by the NAIC.~~support its operations.
RILA			A registered index-linked annuity that offers market index-linked investment options, subject to a cap, and offers a variety of guarantees designed to modify or limit losses.
RMBS			Residential mortgage-backed securities
Variable annuity			A type of annuity that offers tax-deferred investment into a range of asset classes and a variable return, which offers insurance features related to potential future income payments.
VIE			Variable interest entity

7692

Item 2 | Management’s Discussion and Analysis | Overview & Executive Summary

Overview of Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1 of this ~~Report,~~report, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our ~~2021~~2022 Annual ~~Report.~~Report, as recast to reflect the adoption of LDTI in our Current Report on Form 8-K filed May 10, 2023.

Jackson Financial Inc. (“Jackson Financial”or “JFI”) along with its subsidiaries (collectively, the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company focused on helping Americans grow and protect their retirement savings and income to enable them to pursue financial freedom for life. Jackson Financial, domiciled in the United States (“U.S.”), was previously a ~~majority-owned~~ subsidiary of Prudential plc (“Prudential”), London, England and was the holding company for Prudential’s U.S. operations. The Company's demerger from Prudential was completed on September 13, 2021 (the "Demerger")~~, and the Company no longer is a majority-owned subsidiary of Prudential.~~. See Note 1 to Condensed Consolidated Financial Statements for further discussion of the Demerger. Jackson Financial’s primary ~~life insurance~~operating subsidiary, Jackson National Life Insurance Company, is licensed to sell group and individual annuity products (including immediate, registered index-linked, deferred fixed, fixed index, fixed and variable annuities), and various protection products, primarily whole life, universal life and variable universal life and term life insurance products in all 50 states and the District of Columbia.

Executive Summary

This executive summary of Management’s Discussion and Analysis of Financial Condition and Results of Operation highlights selected information and may not contain all the information that is important to current or potential investors in our securities. You should read this ~~Report,~~report, together with our ~~2021~~2022 Annual Report, as recast to reflect the adoption of LDTI in ~~their~~our Current Report on Form 8-K filed May 10, 2023, in its entirety for a more detailed description of events, trends, uncertainties, risks and critical accounting estimates affecting us.

We help Americans grow and protect their retirement savings and income to enable them to pursue financial freedom for life. We believe that we are uniquely positioned in our markets because of our differentiated products, well-known brand and disciplined risk management. Our market leadership is supported by our efficient and scalable operating platform and industry-leading distribution network. We believe these core strengths will enable us to grow profitably as an aging, U.S. population transitions into retirement.

We offer a diverse suite of annuities to retail investors in the U.S. Our variable annuities have been among the best-selling products of their kind in the U.S. primarily due to the differentiated features we offer as compared to our competitors, in particular the wider range of investment options and greater freedom to invest across multiple investment options. We also offer fixed index annuities and fixed annuities. In the fourth quarter of 2021, our primary life insurance subsidiary, Jackson ~~National Life Insurance Company (“Jackson”)~~ and its insurance subsidiaries successfully launched Jackson Market Link ProSM and Jackson Market Link Pro AdvisorySM, ~~its~~a commission and an advisory based suite of registered index-linked annuities ("RILA"). Also in the fourth quarter of 2021, we entered the defined contribution market as a carrier in the AllianceBernstein Lifetime Income ~~Strategy ("AllianceBernstein").~~Strategy.

We sell our products through a distribution network that includes independent broker-dealers, wirehouses, regional broker-dealers, banks, and independent registered investment advisors, third-party platforms and insurance agents.

Our operating platform is scalable and efficient. We administer approximately 78% of our in-force policies on our in-house policy administration platform. The remainder of our business is administered through established third-party arrangements. We believe that our operating platform provides us with a competitive advantage by allowing us to grow efficiently and provide superior customer service.

We manage our business through three segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report certain activities and items that are not included in these segments, including the results of PPM Holdings, Inc., the holding company of PPM, which manages the majority of our general account investment portfolio, in Corporate and Other. See Note 3 of Notes to Condensed Consolidated Financial Statements for further information on our segments.

7793

Item 2 | Management’s Discussion and Analysis | Executive Summary

There are several significant events involving us, including:

•Demerger from Prudential: We were previously a majority-owned subsidiary of Prudential, London, England and served as the holding company for its U.S. operations. The Demerger, or separation, from Prudential was completed on September 13, 2021, and we ~~are now~~became then a stand-alone U.S. public company. Prudential retained an equity interest in us ~~which, as~~after the Demerger. As a result of sales subsequent to the Demerger, ~~represents 9.1% of our outstanding common stock as of September 30, 2022.~~

•Common Stock Reclassification: On September 9, 2021, Jackson Financial effected a 104,960.3836276-for-1 stock split of its Class A Common Stock and Class B Common Stock by way of a reclassification of its Class A Common Stock and Class B Common Stock. All share and earnings per share information presented in this Report have been retroactively adjusted to reflect the stock split.

•Athene Transactions: On June 18, 2020, Jackson announced that it had entered into a funds withheld coinsurance agreement (the “Athene Reinsurance Agreement”) with Athene Life Re Ltd. (“Athene”) effective June 1, 2020, to reinsure on 100% quota share basis, a block of Jackson’s in-force fixed and fixed-index annuity product liabilities in exchange for a $1.2 billion ceding commission (the “Athene Reinsurance Transaction”). As a result, we hold various investments whose economic performance accrues to Athene but is reported in our financial statements. In July 2020, Athene invested $500 million of capital into the Company for an equity interest. In August 2020, the Company contributed $500 million, as a capital contribution to Jackson. AthenePrudential has anno remaining equity interest in ~~us, which as a result of sales subsequent to~~ the ~~Demerger, represents an 9.0% economic interest and an 9.0% voting interest of our outstanding common stock~~Company as of ~~September~~June 30, ~~2022.~~

•Elimination of Class B Common Stock: On June 9, 2022, our shareholders approved the Third Amended and Restated Certificate of Incorporation, which amended and restated the Second Amended and Restated Certificate of Incorporation, to eliminate the Class B Common Stock. As a result, our Class A Common Stock became simply, common stock.2023.

•Common Stock Repurchases: Since the Demerger and through ~~September~~June 30, ~~2022,~~2023, we have repurchased ~~12,283,113~~16,541,752 shares of our common stock for an aggregate consideration of ~~$456~~$611 million. After giving effect to those repurchases and issuances for our share-based compensation, we had ~~10,807,076~~12,570,175 shares of treasury stock and ~~83,666,942~~81,910,831 shares of common stock outstanding at ~~September~~June 30, ~~2022.~~2023. See Note 20 of the Notes to Condensed Consolidated Financial Statements for further information on our share repurchases.

•Inflation Reduction Act of 2022: As discussed in Note 215 of Notes to Condensed Consolidated Financial Statements in this Report, we will be adopting ASU 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts,” (“LDTI”) for our fiscal year beginning January 1, 2023, with a transition date of January 1, 2021. Based upon the elected transition methods, the Company currently estimates the adoption of the standard will result in a decrease of between approximately $2 billion and $4 billion in the Company’s total equity at the transition date of January 1, 2021. As a result of market changes since the transition date, primarily higher interest rates, the estimated negative impact at the transition date is trending toward a positive impact, as of September 30, 2022, to the Company’s total equity. ~~See further discussion in Note 2 for the significant changes associated with this future change in accounting principle.~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Executive Summary~~

•~~As discussed in Note 13 of Notes to Condensed Consolidated Financial Statements in this Report,~~report, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) which, among other changes, created a new corporate alternative minimum tax (“AMT”) based on adjusted financial statement income, rather than reported taxable income, and ~~imposes~~imposed a 1% excise tax on corporate stock repurchases. The AMT provision isbecame effective January 1, 2023. We expect that we will be subject to the AMT beginning in 2023. We expect any AMT incurred to be treated as a taxable temporary difference, and recorded as a deferred tax asset, so it is not expected to have a direct impact on total income tax expense; although it could affect our cash tax liabilities. As of ~~September~~June 30, ~~2022,~~2023, we have not recorded any provision for the AMT. The ~~calculation~~calculation of adjusted financial statement income, and therefore the AMT, is subject to the issuance of regulatory guidance by the U.S. Department of the Treasury, which is expected throughout 2023. Any excise tax incurred on corporate stock repurchases will generally be recognized as part of the cost basis of the treasury stock acquired and not reported as part of income tax expense. We continue to monitor developments and regulations associated with the IRA for any potential future impacts on our business, financial condition, results of operations and ~~financial position. See Part II. Item 1A, Risk Factors, in this Report.~~cash flows.

Our GAAP results are affected by the potential variability associated with our amortization of deferred acquisition costs and the fact that our use of derivatives does not qualify for GAAP deferral, meaning that the derivatives are marked to market each reporting period. See “Summary of Critical Accounting Estimates” below for more information.

~~Also, an~~An understanding of several key operating measures, including sales, account value, net flows, benefit base and ~~AUM,~~assets under management ("AUM"), is helpful toin evaluating our results. See “Key Operating Measures” below. Finally, we are affected by various economic, industry and regulatory trends, which are described below under “Macroeconomic, Industry and Regulatory Trends.”

Key Operating Measures

We use a number of operating measures, discussed below, that management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Sales

Sales of annuities and institutional products include all money deposited by customers into new and existing contracts. We believe sales statistics are useful to gaining an understanding of, among other things, the attractiveness of our products, how we can best meet our customers’ needs, evolving industry product trends and the performance of our business from period to period.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Sales
Variable annuities	$	2,448	$	3,633	$	4,922	$	8,208
RILA	541		490		1,074		689
Fixed Index Annuities	76		13		138		32
Fixed Annuities (1)	39		6		110		10
Total Retail Annuity Sales	3,104		4,142		6,244		8,939

Total Institutional Product Sales	304		201		953		1,176

Total Sales	$	3,408	$	4,343	$	7,197	$	10,115

(1) Includes payout annuities

Account Value

Account value generally equals the account value of our variable annuities, RILA, fixed index annuities, fixed annuities, interest sensitive life, and institutional products. It reflects the total amount of customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of market movements, as applicable, less withdrawals and various fees. We believe account value is a useful metric in providing an understanding of, among other things, the sources of potential fee income generation, potential benefit obligations and risk management priorities.


	June 30, 2023		December 31, 2022
	(in millions)
Account Value
GMWB For Life	$	162,115	$	149,706
GMWB	6,004		5,674
GMIB	1,366		1,356
No Living Benefits	52,227		49,073
Total Variable Annuity Account Value	221,712		205,809

RILA	3,144		1,875

Fixed Index Annuity (1)	559		415
Fixed Annuity (1)	1,205		1,219
Total Fixed & Fixed Index Annuity Account Value (1)	1,764		1,634

Payout Annuity(1)	646		649

Total Retail Annuities Account Value (1)	$	227,266	$	209,967

Total Institutional Products Account Value	$	8,887	$	9,019

Total Closed Life and Annuity Blocks Account Value (1)	$	8,187	$	8,288

(1) Net of reinsurance.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Net Flows

Net flows represent the net change in customer account balances during a period, including gross premiums, surrenders, withdrawals and benefits. Net flows exclude investment performance, interest credited to customer accounts, transfers between fixed and variable benefits for variable annuities and policy charges. We believe net flows is a useful metric in providing an understanding of, among other things, sales, ongoing premiums and deposits, the changes in account value from period to period, sources of potential fee income and policyholder behavior.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net Flows:
Variable Annuity	$	(2,045)	$	(300)	$	(3,819)	$	(298)
RILA	524		489		1,040		687
Fixed Index Annuity (1)	65		18		135		33
Fixed Annuity (1)	(10)		(8)		(21)		(13)
Payout Annuity (1)	(11)		(15)		(37)		(44)
Total Retail Annuities Net Flows (1)	(1,477)		184		(2,702)		365
Net flows ceded	(996)		(564)		(2,199)		(1,150)
Total Retail Annuities net flows, gross of reinsurance	$	(2,473)	$	(380)	$	(4,901)	$	(785)

Total Institutional Products Net Flows	$	100	$	(667)	$	(291)	$	(351)

Total Closed Life and Annuity Blocks Net Flows (1)	$	(85)	$	(59)	$	(132)	$	(139)

(1) Net of reinsurance.

Net flows, net of reinsurance, decreased for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, driven by decreased variable annuity sales.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit Base

Benefit base refers to a notional amount that represents the value of a customer’s guaranteed benefit, and therefore may be a different value from the invested assets in a customer’s account value. The benefit base may be used to calculate the fees for a customer’s guaranteed benefits within an annuity contract. The guaranteed death benefit and guaranteed living benefit within the same contract may not have the same benefit base. We believe benefit base is a useful metric for our variable annuity policies in providing an understanding of, among other things, fee income generation, potential optional guarantee benefit obligations and risk management priorities. The following table shows variable annuity account value and benefit base as of June 30, 2023 and December 31, 2022:


	June 30, 2023				December 31, 2022
	Account Value		Benefit Base		Account Value		Benefit Base
	(in millions)
No Living Benefits	$	52,227	N/A		$	49,073	N/A
By Guaranteed Living Benefits:
GMWB for Life	162,115		190,138		149,706		189,814
GMWB	6,004		5,510		5,674		5,655
GMIB (1)	1,366		1,836		1,356		1,929

Total	$	221,712	$	197,484	$	205,809	$	197,398

By Guaranteed Death Benefit:
Return of AV (No GMDB)	$	26,674	N/A		$	25,049	N/A
Return of Premium	170,056		138,333		157,339		138,419
Highest Anniversary Value	12,954		13,928		12,128		14,272
Rollup	3,351		4,591		3,229		4,695
Combination HAV/Rollup	8,677		10,213		8,064		10,297
Total	$	221,712	$	167,065	$	205,809	$	167,683

(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management

AUM, or assets under management, refers to investment assets that are managed by one of our subsidiaries and includes: (i) the assets in our investment portfolio managed by PPM, which excludes assets held in funds withheld accounts for reinsurance transactions, (ii) third-party assets managed by PPM, including those for our former parent, and other third parties, and (iii) the separate account assets of our Retail Annuities segment that Jackson National Asset Management LLC ("JNAM") manages and administers. Total AUM reflects exclusions between segments to avoid double counting. We believe AUM is a useful metric for understanding, among other things, the sources of our earnings, net investment income and performance of our invested assets, customer directed investments and risk management priorities.


	June 30,		December 31,
	2023		2022
	(in millions)
Jackson Invested Assets	$	43,096	$	44,486



Third Party Invested Assets (including CLOs)	27,175		26,993
Total PPM AUM	70,271		71,479
Total JNAM AUM	236,131		219,070
Total AUM	$	306,402	$	290,549

PPM manages the majority of our investment portfolio and provides investment management services to our former parent's affiliates in Asia, former affiliates in the United Kingdom, and other third parties across markets, including public fixed income, private equity, private debt and commercial real estate.

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

We discuss a number of trends and uncertainties below that we believe could materially affect our future business performance, including our results of operations, our investments, our cash flows, and our capital and liquidity position.

Macroeconomic and Financial Market Conditions

Our business and results of operations are affected by macroeconomic factors. The level of interest rates and shape of the yield curve, credit and equity market performance and equity volatility, regulation, tax policy, the level of U.S. employment, inflation and the overall economic growth rate can affect both our short- and long-term profitability. Monetary and fiscal policy in the U.S., or similar actions in foreign nations, could result in increased volatility in financial markets, including interest rates, currencies and equity markets, and could impact our business in both the short-term and medium-term. Political events, including precautions with future pandemics, civil unrest, tariffs or other barriers to international trade, and the effects that these or other political events could have on levels of economic activity, could also impact our business through impacts on consumers’ behavior or impact on financial markets.

In the short- to medium-term, the potential for increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. Our financial performance can be adversely affected by market volatility and equity market declines if fees assessed on the account value of our annuities fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.

In early March through late April, several regional U.S. banks were taken over by federal regulators with the Federal Deposit Insurance Corporation ("FDIC") named as the receiver. These bank failures raised concern among investors and depositors regarding the solvency and liquidity of regional banks across the country, leading to increased stress on the banking sector. In response, the FDIC invoked a systemic risk exception allowing the government to ensure repayment of all amounts on deposit at the failed banks. We continue to monitor and analyze the ongoing situation in the banking sector. Except for assets held as part of reinsurance arrangements within our funds withheld portfolios, where the Company does not have exposure to default risk, the Company's general account portfolio had no exposure to Silicon Valley Bank ("SVB"), Signature Bank, First Republic Bank, and Credit Suisse Additional Tier 1 debt as of June 30, 2023.

Equity Market Environment

Our financial performance is impacted by the performance of equity markets. For example, our variable annuities earn fees based on the account value, which changes with equity market levels. After a very volatile 2020, U.S. equity markets performed well in 2021, with the S&P 500 generally at or near all-time highs throughout the year. In 2022, equity markets declined, and equity volatility increased, resulting in higher hedging costs. While that reversed in the first half of 2023 (as equity markets increased and equity volatility eased), the financial performance of our hedging program could be impacted by any future large directional market movements, or periods of high volatility. In particular, our hedges could be less effective in periods of large directional movements or we could experience more frequent or more costly rebalancing in periods of high volatility, which would lead to adverse performance versus our hedge targets and increased hedging costs. Further, we are also exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance is perfectly correlated to the performance of the funds into which customers allocate their assets. We make funds available to customers where we believe we can transact in sufficiently correlated hedge assets, and we anticipate some variance in the performance of our hedge assets and customer funds. This variance may result in our hedge assets outperforming or underperforming the customer assets they are intended to match. This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets and U.S GAAP results.

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Interest Rate Environment

The interest rate environment has affected, and will continue to affect our business and financial performance in the future for the following reasons:

•Periods of sharp rises in interest rates, as we have seen recently as a result of the Federal Reserve's actions impact investment related activity including investment income returns, net investment spread results, new money rates, mortgage loan prepayments, and bond redemptions. Due to increases in interest rates, the yield on new investments has generally exceeded the yield on asset maturities and redemptions (runoff yield). Rising interest rates also impact the hedging results of our variable annuity business as the market value of interest rate hedges decline driving immediate hedging losses. We would expect lower hedging costs and reduced levels of hedging going forward. Further, we expect near-term hedging losses from rising rates may be more than offset by changes in the fair value of the related guaranteed benefit liabilities as was the case for the six months ended June 30, 2023.

•Interest rate increases also expose us to disintermediation risk, where higher rates make currently sold fixed annuity products more attractive while simultaneously reducing the market value of assets backing our liabilities. This creates an incentive for our customers to lapse their products in an environment where selling assets causes us to realize losses.

•Additionally, our statutory total adjusted capital ("TAC") may be negatively impacted by rising rates due to minimum required reserving levels (i.e., cash surrender value floor) when reserve releases are limited and unable to offset interest rate hedging losses. The RBC ratio may increase or decrease depending on the interaction between movements in TAC and movements in statutory required capital (the company action level, or "CAL”), which could impact available dividends from our insurance subsidiaries. CAL will generally decline in rising interest rate environments. However, at times the cash surrender value floor materially affects the CAL calculation (in addition to reserves), rising rates can, and have, negatively affected the RBC ratio as well.We are considering additional methods of moderating the impact of the cash surrender value floor on TAC, CAL and RBC. The implementation of any such method would be subject to Board and regulatory approval. We can provide no assurance that any such method will be approved or the timing or impact of any adoption and implementation.

•We operated in a low interest rate environment for several years. A prolonged low interest rate environment subjects us to increased hedging costs or an increase in the amount of statutory reserves that our insurance subsidiaries are required to hold for optional guaranteed benefits, decreasing statutory surplus, which would adversely affect their ability to pay dividends. Certain inputs to the statutory models rely on prescribed interest rates, which are determined using a historical interest rate perspective with a mean reversion path over the longer term. In addition, low interest rates could also increase the perceived value of optional guaranteed benefit features to our customers, which in turn could lead to a higher utilization of withdrawal or annuitization features of annuity policies and higher persistency of those products over time.

•Finally, some of our annuities have guaranteed minimum interest crediting rates (“GMICRs”) that limit our ability to reduce crediting rates. If earnings on our investment portfolio decline, those GMICRs may result in net investment spread compression that negatively impacts earnings. Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum GMICR. In the current rising interest rate environment, the interest crediting rate on those GMICRs has increased. Conversely, in a falling interest rate environment they will eventually decrease; however, there may be a lag between interest rate movements and the GMICR reset, temporarily limiting our ability to lower crediting rates. When policies have comparatively high GMICRs, in a subsequent low interest rate environment more customers are expected to hold on to their policies, which may result in lower lapses than previously expected.

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Credit Market Environment

Our financial performance is impacted by conditions in fixed income markets. After tightening in 2021, credit spreads widened in 2022 and remained relatively unchanged in the first half of 2023. As credit spreads widen, the fair value of our existing investment portfolio generally decreases, although we generally expect the widening spreads to increase the yield on new fixed income investments. Conversely, as credit spreads tighten, the fair value of our existing investment portfolio generally increases, and the yield available on new investment purchases decreases. While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our AOCI. The revaluation will impact net income for realized gains or losses from the sale of securities, the change in fair value of trading securities or securities carried at fair value under the fair value election, or potential changes in the allowance for credit loss ("ACL"). In addition, if credit conditions deteriorate due to a recession or other negative credit events in capital markets, we could experience an increase in defaults and other-than-temporary-impairments (“OTTI”).

OTTI in our underlying investments would result in a reduction in TAC held by our insurance company subsidiaries. Also, shifts in the credit quality or credit rating downgrades of our investments as a result of stressed credit conditions may also impact the level of regulatory required statutory capital for our insurance company subsidiaries. As such, significant credit rating downgrades along with elevated defaults and OTTI losses would negatively impact our RBC ratio, which could impact available dividends from our insurance subsidiaries.

Pandemics and Other Public Health Crises

The COVID-19 pandemic disrupted our business and contributed to additional operating costs over the past several years. While the effects of that pandemic appear to be subsiding, other pandemics, epidemics or disease outbreaks in the U.S. or globally could disrupt our business by affecting how we protect and interact with our critical workforce, customers, key vendors, third-party suppliers, or counterparties with whom we transact. Disruption could result from an inability of those persons to work or transact effectively due to illness, quarantines, and government actions in response to public health emergencies. The extent and severity of governmental actions will necessarily depend on the extent and severity of the perceived emergency. We have risk management plans in place and have been able to navigate through COVID-19 with remote and hybrid work environments; however, those plans may be challenged by a new public health emergency.

Consumer Behavior

We believe that many retirees have begun to look to tax-efficient savings products as a tool for addressing their unmet need for retirement planning. We believe our products are well positioned to meet this increasing consumer demand. However, consumer behavior may be impacted by increased economic uncertainty, unemployment rates, declining equity markets, significant changes in interest rates and increased volatility of financial markets. In recent years, we have introduced new products to better address changes in consumer demand and targeted distribution channels which meet changes in consumer preferences.

Demographics

We expect demographic trends in the U.S. population, in particular the increase in the number of retirement age individuals, to generate significant demand for our products. In addition, the potential risk to government social safety net programs and shifting of responsibility for retirement planning and financial security from employers and other institutions to employees, highlights the need for individuals to plan for their long-term financial security and will create additional opportunities to generate sustained demand for our products. We believe we are well positioned to capture the increased demand generated by these demographic trends.

100

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Regulatory Policy

We operate in a highly regulated industry. Our insurance company subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. As such, regulations recently approved or currently under review at both the U.S. federal and state level could impact our business model, including statutory reserve and capital requirements. We anticipate that our ability to respond to changes in regulation and other legislative activity will be critical to our long-term financial performance. In particular, the following could materially impact our business:

Department of Labor Fiduciary Advice Rule

The Department of Labor (“DOL”) has issued a regulatory action (the “Fiduciary Advice Rule”) effective February 16, 2021, that reinstates the text of the DOL’s 1975 investment advice regulation defining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") plans and individual retirement accounts ("IRAs") and provides guidance interpreting such regulation. The guidance provided by the DOL broadens the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries under ERISA or the Federal income tax code. In particular, the DOL states that a recommendation to “roll over” assets from a qualified retirement plan to an IRA, or from an IRA to another IRA, can be considered fiduciary investment advice if provided by someone with an existing relationship with the ERISA plan or an IRA owner (or in anticipation of establishing such a relationship). This guidance reverses an earlier DOL interpretation suggesting that roll over advice did not constitute investment advice giving rise to a fiduciary relationship. However, the guidance has been subject to court challenges. In one recent decision issued in February 2023, a U.S. district court in Florida vacated the roll over portion of the guidance, ruling that the DOL exceeded its authority in this area by issuing guidance without going through a rulemaking process. Because our distribution of annuities is primarily through intermediaries, we believe that we will have limited exposure to the new Fiduciary Advice Rule. Unlike the DOL’s previous fiduciary rule issued in 2016, compliance with the Fiduciary Advice Rule will not require us or our distributors to provide the disclosures required for exemptive relief under the previous rule. However, we continue to analyze the impact of the Fiduciary Advice Rule, and, while we cannot predict the rule’s impact, it could have an adverse effect on sales of annuities through our distribution partners. The Fiduciary Advice Rule may also lead to changes to our compensation practices and product offerings and increased litigation risk, which could adversely affect our results of operations and financial condition. We may also need to take certain additional actions to comply with or assist our distributors in their compliance with the Fiduciary Advice Rule.

Legislative Reforms

Congress approved the Setting Every Community Up for Retirement Enhancement Act of 2019 (the "SECURE Act") on December 20, 2019. The SECURE Act provides individuals with greater access to retirement products. Namely, it makes it easier for 401(k) programs to offer annuities as an investment option by, among other things, creating a statutory safe harbor in ERISA for a retirement plan’s selection of an annuity provider. The SECURE Act represents the largest overhaul to retirement plans in over a decade. On December 29, 2022, SECURE 2.0 Act of 2022 (“SECURE 2.0”) was signed into law as part of a larger omnibus appropriations bill. SECURE 2.0 contains provisions that expand automatic enrollment programs, increase the age of required minimum distributions, and eliminate age requirements for traditional IRA contributions. These changes are intended to expand and increase Americans’ retirement savings. We view these reforms as beneficial to our business model and expect growth opportunities will arise from the new laws.

Tax Laws

All our annuities offer investors the opportunity to benefit from tax deferral. If U.S. tax laws were to change, such that our annuities no longer offer tax-deferred advantages, demand for our products could materially decrease.

Cybersecurity Event

Progress Software Corporation disclosed a zero-day vulnerability, which is a previously unknown flaw, in its MOVEit Transfer software (“MOVEit”) that could enable malicious actors to gain unauthorized access to sensitive files and information. MOVEit is now the subject of a widely reported cybersecurity event impacting numerous organizations and governmental agencies.

101

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Jackson determined that Jackson’s information at one of our third-party vendors, Pension Benefit Information, LLC (“PBI”), was impacted by this event. Jackson, and many other insurance carriers, use PBI to satisfy our regulatory obligations to search various databases to determine the death of certain life insurance policyholders or annuity contract holders. This service helps Jackson to identify possible beneficiaries for death benefits. According to PBI, an unknown actor exploited the MOVEit flaw to access PBI’s systems and download certain data. Our current assessment indicates that personally identifiable information relating to approximately 850,000 of Jackson’s customers was obtained by that unknown actor from PBI’s systems. PBI has informed Jackson that it has rectified the MOVEit vulnerability.

Separately, Jackson experienced unauthorized access to two servers as a result of the MOVEit zero-day vulnerability, however, the scope and nature of the data accessed on those servers was significantly less than the PBI impact. Notably, the unauthorized actor did not gain access to any other systems or software, there was no interruption of Jackson’s business operations, and we believe there was no impact to our financial results. Jackson, with assistance of third-party cybersecurity specialists, promptly launched an investigation into the unauthorized access, secured Jackson’s servers, patched the identified MOVEit vulnerability, and conducted a forensic analysis. Our assessment is that a subset of information relating to certain partner organizations and individuals, including certain customers of Jackson, was obtained from the two affected servers.

Jackson notified law enforcement, as well as our primary insurance regulators, and we will continue to keep them informed. Further, we have completed appropriate notification to the affected individuals and applicable regulators. In addition, affected individuals are eligible to receive credit monitoring and identity theft services.

At this time, we do not believe the incident has a material adverse effect on the business, operations, or financial results of Jackson Financial.

~~Non-GAAP Financial~~Key Operating Measures

~~In addition to presenting~~We use a number of operating measures, discussed below, that management believes provide useful information about our results of operations and financial condition in accordance with U.S. GAAP, we use and report, selected non-GAAP financial measures. Management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP financial measures, provides a better understanding of our results of operations, financial conditionbusinesses and the operational factors underlying ~~performance drivers of~~ our ~~business. These non-GAAP~~ financial measures should be considered supplementary to our results of operations and financial condition that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies. These non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with U.S. GAAP.performance.

~~Adjusted Operating Earnings~~Sales

~~Adjusted Operating Earnings is an after-tax non-GAAP financial measure, which we~~Sales of annuities and institutional products include all money deposited by customers into new and existing contracts. We believe should be used to evaluate our financial performance on a consolidated basis by excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as well as certain other revenues and expenses that we do not view as driving our underlying performance. Adjusted Operating Earnings should not be used as a substitute for net income as calculated in accordance with U.S. GAAP. However, we believe the adjustments to net incomesales statistics are useful ~~for~~to gaining an understanding of, ~~our overall results of operations.~~

~~Adjusted Operating Earnings equals our net income adjusted to eliminate~~among other things, the ~~impact of the following items:~~

1.~~Guaranteed Benefits and Hedging Results:~~ the fees attributed to guaranteed benefits, the associated movements in optional guaranteed benefit liabilities and related claims and benefit payments are excluded from Adjusted Operating Earnings, as we believe this approach appropriately removes the impact to both revenue and related expenses associated with the guaranteed benefit features that are offered for certainattractiveness of our ~~variable annuities~~products, how we can best meet our customers’ needs, evolving industry product trends and ~~fixed index annuities and gives investors a better picture~~the performance of ~~what is driving~~ our ~~underlying performance. This adjustment includes the following components:~~business from period to period.

7994

Item 2 | Management’s Discussion and Analysis | ~~Non-GAAP Financial~~Key Operating Measures


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Sales
Variable annuities	$	2,448	$	3,633	$	4,922	$	8,208
RILA	541		490		1,074		689
Fixed Index Annuities	76		13		138		32
Fixed Annuities (1)	39		6		110		10
Total Retail Annuity Sales	3,104		4,142		6,244		8,939

Total Institutional Product Sales	304		201		953		1,176

Total Sales	$	3,408	$	4,343	$	7,197	$	10,115

•~~Fees Attributable to Guarantee Benefits:~~(1) ~~fees earned in conjunction with guaranteed benefit features offered for certain~~Includes payout annuities

For the three and six months ended June 30, 2023, total sales decreased by $935 million and $2,918 million compared to the three and six months ended June 30, 2022, respectively. Lower retail sales were primarily due to decreased sales of our variable annuities with lifetime living benefits, partially offset by RILA sales. In addition, sales of our institutional products were higher by $103 million and lower by $223 million, compared to the three and six months ended June 30, 2022, respectively. Sales of fixed index and fixed ~~index~~ annuities ~~are set at a level intended~~increased in 2023 due to ~~mitigate~~ the cost of hedging and funding the liabilities associated with such guaranteed benefit features. The full amount of the fees attributable to guaranteed benefit features have been excluded from Adjusted Operating Earnings as the related net movements in freestanding derivatives and net reserve and embedded derivative movements, as described below, have been excluded from Adjusted Operating Earnings. This adjusted presentation of our earnings is intended to directly align revenue and related expenses associated with the guaranteed benefit features;higher interest rate environment, which enabled more favorable pricing actions.

Account Value

Account value generally equals the ~~fair~~account value ~~of our freestanding derivatives used to manage the risk associated with our life and annuity reserves, including those arising from the guaranteed benefit features offered for certain~~ of our variable annuities, ~~and~~RILA, fixed index ~~annuities. Net~~annuities, fixed annuities, interest sensitive life, and institutional products. It reflects the total amount of customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of market movements, as applicable, less withdrawals and various fees. We believe account value is a useful metric in ~~freestanding derivatives have been excluded from Adjusted Operating Earnings as~~providing an understanding of, among other things, the ~~market value~~sources of ~~these derivatives may vary significantly from period to period as a result of near-term market conditions~~potential fee income generation, potential benefit obligations and ~~therefore are not directly comparable or reflective of the underlying performance of our business;~~risk management priorities.

•~~Net Reserve and Embedded Derivative Movements~~: changes in the valuation of certain life and annuity reserves, a portion of which are accounted for as embedded derivative instruments, and which are primarily composed of variable and fixed index annuity reserves, including those arising from the guaranteed benefit features offered for certain of our variable annuities. Net reserve and embedded derivative movements have been excluded from Adjusted Operating Earnings as the carrying values of these derivatives may vary significantly from period to period as the result of near-term market conditions and policyholder behavior-related inputs and therefore are not directly comparable or reflective of the underlying performance of our business. Movements in reserves attributable to the current period claims and benefit payments in excess of a customer’s account value on these policies are also excluded from Adjusted Operating Earnings as these benefit payments are affected by near-term market conditions and policyholder behavior-related inputs and therefore may vary significantly from period to period;

•~~DAC and Deferred Sales Inducements ("DSI") Impact:~~ ~~amortization of deferred acquisition costs and DSI associated with the items excluded from Adjusted Operating Earnings;~~

•~~Assumption changes:the impact on the valuation of Net Derivative and Reserve Movements, including amortization on DAC, arising from changes in underlying actuarial assumptions on an annual basis;~~

2.~~Net Realized Investment Gains and Losses including change in fair value of funds withheld embedded derivative:~~ Realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading portfolio, as well as impairments of securities, after adjustment for the non-credit component of the impairment charges and change in fair value of funds withheld embedded derivative related to the Athene Reinsurance Transaction;

3.~~Loss on Athene Reinsurance Transaction:~~ ~~includes contractual ceding commission, cost of reinsurance write-off and DAC and DSI write-off related to the Athene Reinsurance Transaction;~~

4.~~Net investment income on funds withheld assets: includes net investment income on funds withheld assets related to funds withheld reinsurance transactions;~~

5.~~Other items~~: one-time or other non-recurring items, such as costs relating to the Demerger and our separation from Prudential, the impact of discontinued operations and investments that are consolidated on our financial statements due to U.S. GAAP accounting requirements, such as our investments in CLOs, but for which the consolidation effects are not aligned with our economic interest or exposure to those entities.


	June 30, 2023		December 31, 2022
	(in millions)
Account Value
GMWB For Life	$	162,115	$	149,706
GMWB	6,004		5,674
GMIB	1,366		1,356
No Living Benefits	52,227		49,073
Total Variable Annuity Account Value	221,712		205,809

RILA	3,144		1,875

Fixed Index Annuity (1)	559		415
Fixed Annuity (1)	1,205		1,219
Total Fixed & Fixed Index Annuity Account Value (1)	1,764		1,634

Payout Annuity(1)	646		649

Total Retail Annuities Account Value (1)	$	227,266	$	209,967

Total Institutional Products Account Value	$	8,887	$	9,019

Total Closed Life and Annuity Blocks Account Value (1)	$	8,187	$	8,288

(1) Net of reinsurance.

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Non-GAAP Financial Measures~~

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the company uses an estimated annual ~~effective tax rate (“ETR”)~~ ~~in computing its tax provision including consideration of discrete items.~~

~~The~~ ~~following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial Inc., the most comparable U.S. GAAP measure.~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Net income (loss) attributable to Jackson Financial Inc. $ 1,479 $ 206 $ 6,407 $ 2,598
Income tax expense (benefit) 559 (16) 1,606 515
Pretax income (loss) attributable to Jackson Financial Inc 2,038 190 8,013 3,113
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves (771) (728) (2,300) (2,101)
Net movement in freestanding derivatives 253 493 (1,118) 3,966
Net reserve and embedded derivative movements (714) 997 (1,781) (2,222)
DAC and DSI impact 458 (169) 1,648 284
Assumption changes — — — —
Total guaranteed benefits and hedging results (774) 593 (3,551) (73)
Net realized investment (gains) losses including change in fair value of funds withheld embedded derivative (549) 79 (2,529) (219)
Net investment income on funds withheld assets (313) (300) (937) (884)
Other items 2 9 69 28
Total non-operating adjustments (1,634) 381 (6,948) (1,148)
Pretax Adjusted Operating Earnings 404 571 1,065 1,965
Operating income taxes 31 84 113 273
Adjusted Operating Earnings $ 373 $ 487 $ 952 $ 1,692

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Non-GAAP Financial Measures~~

~~Adjusted Book Value and Adjusted Operating ROE~~

We use Adjusted Operating Return on Equity ("ROE") to manage our business and evaluate our financial performance. Adjusted Operating ROE excludes items that vary from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as such items may distort the underlying performance of our business. We calculate Adjusted Operating ROE by dividing our Adjusted Operating Earnings by average Adjusted Book Value. Adjusted Book Value excludes Accumulated Other Comprehensive Income (Loss) ("AOCI") attributable to Jackson Financial Inc. AOCI attributable to Jackson Financial Inc. does not include AOCI arising from investments held within the funds withheld account related to the Athene Reinsurance Transaction. We exclude AOCI attributable to Jackson Financial Inc. from Adjusted Book Value because our invested assets are generally invested to closely match the duration of our liabilities, which are longer duration in nature, and therefore we believe period-to-period fair market value fluctuations in AOCI to be inconsistent with this objective. We believe excluding AOCI attributable to Jackson Financial Inc. is more useful to investors in analyzing trends in our business. Changes in AOCI within the funds withheld account related to the Athene Reinsurance Transaction offset the related non-operating earnings from the Athene Reinsurance Transaction resulting in a minimal net impact on Adjusted Book Value of Jackson Financial Inc.

Adjusted Book Value and Adjusted Operating ROE should not be used as substitutes for total shareholders’ equity and ROE as calculated using annualized net income and average equity in accordance with U.S. GAAP. However, we believe the adjustments to equity and earnings are useful to gaining an understanding of our overall results of operations.

~~The following is a reconciliation of Adjusted Book Value to total shareholders’ equity and a comparison of Adjusted Operating ROE to ROE, the most comparable U.S. GAAP measure:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Net income (loss) attributable to Jackson Financial Inc. $ 1,479 $ 206 $ 6,407 $ 2,598
Adjusted Operating Earnings 373 487 952 1,692
Total shareholders' equity $ 8,974 $ 10,258 $ 8,974 $ 10,258
Adjustments to total shareholders’ equity:
Exclude accumulated other comprehensive income (loss) attributable to Jackson Financial Inc. (1)
3,402 (1,564) 3,402 (1,564)
Adjusted Book Value $ 12,376 $ 8,694 $ 12,376 $ 8,694
ROE 63.8 % 8.0 % 88.7 % 34.6 %
Adjusted Operating ROE on average equity 12.4 % 22.5 % 11.9 % 27.4 %
(1) Excludes $(2,316) million and $481 million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of September 30, 2022 and 2021, respectively.

8295

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Net Flows


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net Flows:
Variable Annuity	$	(2,045)	$	(300)	$	(3,819)	$	(298)
RILA	524		489		1,040		687
Fixed Index Annuity (1)	65		18		135		33
Fixed Annuity (1)	(10)		(8)		(21)		(13)
Payout Annuity (1)	(11)		(15)		(37)		(44)
Total Retail Annuities Net Flows (1)	(1,477)		184		(2,702)		365
Net flows ceded	(996)		(564)		(2,199)		(1,150)
Total Retail Annuities net flows, gross of reinsurance	$	(2,473)	$	(380)	$	(4,901)	$	(785)

Total Institutional Products Net Flows	$	100	$	(667)	$	(291)	$	(351)

Total Closed Life and Annuity Blocks Net Flows (1)	$	(85)	$	(59)	$	(132)	$	(139)

(1) Net of reinsurance.

Net flows, net of reinsurance, decreased for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, driven by decreased variable annuity sales.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit Base


	June 30, 2023				December 31, 2022
	Account Value		Benefit Base		Account Value		Benefit Base
	(in millions)
No Living Benefits	$	52,227	N/A		$	49,073	N/A
By Guaranteed Living Benefits:
GMWB for Life	162,115		190,138		149,706		189,814
GMWB	6,004		5,510		5,674		5,655
GMIB (1)	1,366		1,836		1,356		1,929

Total	$	221,712	$	197,484	$	205,809	$	197,398

By Guaranteed Death Benefit:
Return of AV (No GMDB)	$	26,674	N/A		$	25,049	N/A
Return of Premium	170,056		138,333		157,339		138,419
Highest Anniversary Value	12,954		13,928		12,128		14,272
Rollup	3,351		4,591		3,229		4,695
Combination HAV/Rollup	8,677		10,213		8,064		10,297
Total	$	221,712	$	167,065	$	205,809	$	167,683

(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management


	June 30,		December 31,
	2023		2022
	(in millions)
Jackson Invested Assets	$	43,096	$	44,486



Third Party Invested Assets (including CLOs)	27,175		26,993
Total PPM AUM	70,271		71,479
Total JNAM AUM	236,131		219,070
Total AUM	$	306,402	$	290,549

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

Macroeconomic and Financial Market Conditions

Equity Market Environment

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Interest Rate Environment

The interest rate environment has affected, and will continue to affect our business and financial performance in the future for the following reasons:

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Credit Market Environment

Pandemics and Other Public Health Crises

Consumer Behavior

Demographics

100

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Regulatory Policy

Department of Labor Fiduciary Advice Rule

Legislative Reforms

Tax Laws

Cybersecurity Event

101

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

At this time, we do not believe the incident has a material adverse effect on the business, operations, or financial results of Jackson Financial.

Key Operating Measures

We use a number of operating measures, discussed below, that management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Sales

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Sales
Variable annuities $ 2,886 $ 4,738 $ 11,094 $ 14,233
RILA 562 — 1,251 —
Fixed Index Annuities 37 23 69 92
Fixed Annuities 75 8 85 27
Total Retail Annuity Sales 3,560 4,769 12,499 14,352
Total Institutional Product Sales 314 43 1,490 43
Total Sales $ 3,874 $ 4,812 $ 13,989 $ 14,395

Item 2 | Management’s Discussion and Analysis | Key Operating Measures


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Sales
Variable annuities	$	2,448	$	3,633	$	4,922	$	8,208
RILA	541		490		1,074		689
Fixed Index Annuities	76		13		138		32
Fixed Annuities (1)	39		6		110		10
Total Retail Annuity Sales	3,104		4,142		6,244		8,939

Total Institutional Product Sales	304		201		953		1,176

Total Sales	$	3,408	$	4,343	$	7,197	$	10,115

(1) Includes payout annuities

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, total sales decreased by ~~$938~~$935 million and ~~$406~~$2,918 million compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively. Lower retail sales were primarily due to decreased sales of our variable annuities with lifetime living benefits, partially offset by ~~sales of our lifetime income solutions offering in the defined contribution market and our new~~ RILA ~~product, which were launched in the fourth quarter of 2021.~~sales. In addition, sales of our institutional products were higher by ~~$271~~$103 million and ~~$1,447~~lower by $223 million, compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively. Sales of fixed index and fixed annuities increased in ~~2022~~2023 due to the ~~rising~~higher interest rate environment, which enabled more favorable pricing actions.

~~Item 2 |~~ ~~Management’s Discussion and Analysis |~~ ~~Key Operating Measures~~

Account Value

September 30, 2022 December 31, 2021
(in millions)
Account Value
GMWB For Life $ 141,588 $ 188,078
GMWB 5,429 7,318
GMIB 1,303 1,808
No Living Benefits 46,819 60,719
Total Variable Annuity Account Value 195,139 257,923
RILA 1,235 110
Fixed Index Annuity (1)
358 291
Fixed Annuity (1)
1,169 1,099
Total Fixed & Fixed Index Annuity Account Value 1,527 1,390
Total Retail Annuities Account Value $ 197,901 $ 259,423
Total Institutional Products Account Value $ 8,358 $ 8,830
Total Closed Life and Annuity Blocks Account Value (2)
$ 8,486 $ 8,778
(1) Net of reinsurance to Athene.
(2) Excludes payout annuities and traditional life insurance without account value.


	June 30, 2023		December 31, 2022
	(in millions)
Account Value
GMWB For Life	$	162,115	$	149,706
GMWB	6,004		5,674
GMIB	1,366		1,356
No Living Benefits	52,227		49,073
Total Variable Annuity Account Value	221,712		205,809

RILA	3,144		1,875

Fixed Index Annuity (1)	559		415
Fixed Annuity (1)	1,205		1,219
Total Fixed & Fixed Index Annuity Account Value (1)	1,764		1,634

Payout Annuity(1)	646		649

Total Retail Annuities Account Value (1)	$	227,266	$	209,967

Total Institutional Products Account Value	$	8,887	$	9,019

Total Closed Life and Annuity Blocks Account Value (1)	$	8,187	$	8,288

(1) Net of reinsurance.

8495

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Net Flows


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions)									(in millions)
Net Flows:	Net Flows:									Net Flows:
Variable Annuity	Variable Annuity	$	(666)	$	(129)	$	(964)	$	(695)	Variable Annuity	$	(2,045)	$	(300)	$	(3,819)	$	(298)
RILA	RILA	561		—		1,248		—		RILA	524		489		1,040		687
Fixed Index Annuity (1)	Fixed Index Annuity (1)	38		21		71		83		Fixed Index Annuity (1)	65		18		135		33
Fixed Annuity (1)	Fixed Annuity (1)	58		16		45		19		Fixed Annuity (1)	(10)		(8)		(21)		(13)
Total Retail Annuities Net Flows, Net of Reinsurance		(9)		(92)		400		(593)
Net flows ceded to Athene		$	(893)	$	(634)	$	(2,081)	$	(1,886)
Total Retail Annuities net flows, Gross of Reinsurance		$	(902)	$	(726)	$	(1,681)	$	(2,479)
Payout Annuity (1)										Payout Annuity (1)	(11)		(15)		(37)		(44)
Total Retail Annuities Net Flows (1)										Total Retail Annuities Net Flows (1)	(1,477)		184		(2,702)		365
Net flows ceded										Net flows ceded	(996)		(564)		(2,199)		(1,150)
Total Retail Annuities net flows, gross of reinsurance										Total Retail Annuities net flows, gross of reinsurance	$	(2,473)	$	(380)	$	(4,901)	$	(785)

Total Institutional Products Net Flows	Total Institutional Products Net Flows	$	(114)	$	(104)	$	(465)	$	(2,384)	Total Institutional Products Net Flows	$	100	$	(667)	$	(291)	$	(351)

Total Closed Life and Annuity Blocks Net Flows (2)		$	(62)	$	(65)	$	(221)	$	(210)
Total Closed Life and Annuity Blocks Net Flows (1)										Total Closed Life and Annuity Blocks Net Flows (1)	$	(85)	$	(59)	$	(132)	$	(139)

(1) Net of reinsurance to Athene.
(2) Excludes payout annuities and traditional life insurance without account value.
(1) Net of reinsurance.										(1) Net of reinsurance.

Net flows, net of reinsurance, ~~improved~~decreased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, driven by ~~the increased sales of RILA and institutional products which has a positive effect on net flows.~~decreased variable annuity sales.

8596

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit Base


		September 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
		Account Value		Benefit Base		Account Value		Benefit Base			Account Value		Benefit Base		Account Value		Benefit Base
		(in millions)									(in millions)
No Living Benefits	No Living Benefits	$	46,819	N/A		$	60,719	N/A		No Living Benefits	$	52,227	N/A		$	49,073	N/A
By Guaranteed Living Benefits:	By Guaranteed Living Benefits:									By Guaranteed Living Benefits:
GMWB for Life	GMWB for Life	141,588		189,194		188,078		183,626		GMWB for Life	162,115		190,138		149,706		189,814
GMWB	GMWB	5,429		5,735		7,318		5,860		GMWB	6,004		5,510		5,674		5,655
GMIB (1)	GMIB (1)	1,303		1,954		1,808		2,059		GMIB (1)	1,366		1,836		1,356		1,929

Total	Total	$	195,139	$	196,883	$	257,923	$	191,545	Total	$	221,712	$	197,484	$	205,809	$	197,398

By Guaranteed Death Benefit:	By Guaranteed Death Benefit:									By Guaranteed Death Benefit:
Return of AV (No GMDB)	Return of AV (No GMDB)	$	23,803	N/A		$	30,337	N/A		Return of AV (No GMDB)	$	26,674	N/A		$	25,049	N/A
Return of Premium	Return of Premium	148,998		138,202		197,544		135,034		Return of Premium	170,056		138,333		157,339		138,419
Highest Anniversary Value	Highest Anniversary Value	11,528		14,432		15,599		14,767		Highest Anniversary Value	12,954		13,928		12,128		14,272
Rollup	Rollup	3,138		4,752		4,188		4,850		Rollup	3,351		4,591		3,229		4,695
Combination HAV/Rollup	Combination HAV/Rollup	7,672		10,371		10,255		10,402		Combination HAV/Rollup	8,677		10,213		8,064		10,297
Total	Total	$	195,139	$	167,757	$	257,923	$	165,053	Total	$	221,712	$	167,065	$	205,809	$	167,683

(1) Substantially all our GMIB benefits are reinsured.	(1) Substantially all our GMIB benefits are reinsured.									(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management

AUM, or assets under management, refers to investment assets that are managed by one of our subsidiaries and includes: (i) the assets in our investment portfolio managed by PPM, which excludes assets held in funds withheld accounts for reinsurance transactions, (ii) third-party assets managed by PPM, including those for ~~Prudential~~our former parent, and ~~its affiliates or~~other third parties, and (iii) the separate account assets of our Retail Annuities segment that Jackson National Asset Management LLC ("JNAM") manages and administers. Total AUM reflects exclusions between segments to avoid double counting. We believe AUM is a useful metric for understanding, ~~of,~~ among other things, the sources of our earnings, net investment income and performance of our invested assets, customer directed investments and risk management priorities.


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
		(in millions)					(in millions)
Jackson Invested Assets	Jackson Invested Assets	$	45,349	$	47,224	Jackson Invested Assets	$	43,096	$	44,486

Third Party Invested Assets (including CLOs)	Third Party Invested Assets (including CLOs)	24,719		31,980		Third Party Invested Assets (including CLOs)	27,175		26,993
Total PPM AUM	Total PPM AUM	70,068		79,204		Total PPM AUM	70,271		71,479
Total JNAM AUM	Total JNAM AUM	208,046		280,250		Total JNAM AUM	236,131		219,070
Total AUM	Total AUM	$	278,114	$	359,454	Total AUM	$	306,402	$	290,549

PPM manages the majority of our investment portfolio and provides investment management services to ~~Prudential~~our former parent's affiliates in Asia, former affiliates in the United Kingdom, and other third parties across markets, including public fixed income, private equity, private debt and commercial real estate.

8697

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

Macroeconomic and Financial Market Conditions

Our business and results of operations are affected by macroeconomic factors. The level of interest rates and shape of the yield curve, credit and equity market performance ~~(including market paths,~~and equity volatility, ~~and other factors),~~ regulation, tax policy, the level of U.S. employment, inflation and the overall economic growth rate can affect both our ~~short~~short- and long-term profitability. Monetary and fiscal policy in the ~~United States,~~U.S., or similar actions in foreign nations, could result in increased volatility in financial markets, including interest rates, currencies and equity markets, and could impact our business in both the short-term and medium-term. Political events, including ~~the imposition of stay-at-home orders and business shutdowns or other effects arising as a result of the COVID-19 pandemic,~~precautions with future pandemics, civil unrest, tariffs or other barriers to international trade, and the effects that these or other political events could have on levels of economic activity, could also impact our business through impacts on consumers’ behavior or impact on financial markets.

Equity Market Environment

Our financial performance is impacted by the performance of equity markets. For example, our variable annuities earn fees based on the account value, which changes with equity market levels. After a very volatile 2020, U.S. equity markets performed well in 2021, with the S&P 500 generally at or near all-time highs throughout the year. ~~Through the first nine months of~~In 2022, equity markets declined, and equity volatility increased, resulting in higher hedging costs. ~~The~~While that reversed in the first half of 2023 (as equity markets increased and equity volatility eased), the financial performance of our hedging program could be impacted by any future large directional market movements, or periods of high volatility. In particular, our hedges could be less effective in periods of large directional movements or we could experience more frequent or more costly rebalancing in periods of high volatility, which would lead to adverse performance versus our hedge targets and increased hedging costs. Further, we are also exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance is perfectly correlated to the performance of the funds into which customers allocate their assets. We make funds available to customers where we believe we can transact in sufficiently correlated hedge assets, and we anticipate some variance in the performance of our hedge assets and customer funds. This variance may result in our hedge assets outperforming or underperforming the customer assets they are intended to match. This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets and U.S GAAP results.

8798

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Interest Rate Environment

The interest rate environment has affected, and will continue to affect our business and financial performance in the future for the following reasons:

•~~During periods~~Periods of sharp rises in interest rates, as we have seen recently as a result of the Federal Reserve's actions impact investment related activity including investment income returns, net investment spread results, new money rates, mortgage loan prepayments, and ~~signals about upcoming~~bond redemptions. Due to increases in interest ~~rate decisions,~~rates, the yield on new investments has generally exceeded the yield on asset maturities and redemptions (runoff yield). Rising interest rates also impact the hedging results of our variable annuity business ~~statutory capital and RBC ratio may be impacted both positively and negatively. While rising rates result in hedging losses immediately due to reductions in~~as the market value of interest rate hedges wedecline driving immediate hedging losses. We would expect lower hedging costs and reduced levels of hedging going ~~forward in a higher interest rate environment.~~forward. Further, we expect near-term hedging losses from rising rates may be more than offset by changes in the fair value of the related guaranteed benefit liabilities as was the case for the six months ended June 30, 2023.

•Interest rate increases also expose us to disintermediation risk, where higher rates make currently sold fixed annuity products more attractive while simultaneously reducing the market value of assets backing our liabilities. This creates an incentive for our customers to lapse their products in ~~the first nine months of 2022. Our~~an environment where selling assets causes us to realize losses.

•Additionally, our statutory total adjusted capital ~~or TAC,~~("TAC") may be negatively impacted by rising rates due to minimum required reserving levels (i.e., cash surrender value floor) when reserve releases are limited and unable to offset interest rate hedging ~~losses, while benefiting~~losses. The RBC ratio may increase or decrease depending on the interaction between movements in TAC and movements in statutory required capital (the company action level, or ~~CAL. The~~"CAL”), which could impact available dividends from our insurance subsidiaries. CAL will generally decline in rising interest rate environments. However, at times the cash surrender value floor materially affects the CAL calculation (in addition to reserves), rising rates can, and have, negatively affected the RBC ratio as well.We are considering additional methods of moderating the impact of the cash surrender value floor on TAC, CAL and RBC. The implementation of any such method would be subject to Board and regulatory approval. We can provide no assurance that any such method will ~~take into account~~be approved or the ~~interaction~~timing or impact of ~~TAC~~any adoption and ~~the CAL movements.~~implementation.

•We operated in a low interest rate environment for several years. A prolonged low interest rate environment subjects us to increased hedging costs or an increase in the amount of statutory reserves that our insurance subsidiaries are required to hold for optional guaranteed benefits, decreasing statutory surplus, which would adversely affect their ability to pay dividends. Certain inputs to the statutory models rely on prescribed interest rates, which are ~~in turn,~~ determined using a historical interest rate perspective with a mean reversion path over the longer term. In addition, low interest rates could also increase the perceived value of optional guaranteed benefit features to our customers, which in turn could lead to a higher utilization of withdrawal or annuitization features of annuity policies and higher persistency of those products over time.

•Finally, some of our annuities have ~~a guaranteed minimum interest crediting rate. These~~ guaranteed minimum interest crediting rates ~~may not be lowered, even if~~(“GMICRs”) that limit our ability to reduce crediting rates. If earnings on our investment portfolio decline, ~~resulting~~those GMICRs may result in net investment spread compression that negatively impacts earnings. ~~More~~Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum GMICR. In the current rising interest rate environment, the interest crediting rate on those GMICRs has increased. Conversely, in a falling interest rate environment they will eventually decrease; however, there may be a lag between interest rate movements and the GMICR reset, temporarily limiting our ability to lower crediting rates. When policies have comparatively high GMICRs, in a subsequent low interest rate environment more customers are expected to hold on to their policies, ~~with comparatively high guaranteed minimum interest crediting rates longer in a low interest rate environment, resulting~~which may result in lower lapses than previously expected lapse rates. Similarly, we expect customers would be less likely to hold policies if existing guaranteed minimum interest crediting rates are perceived to have less value as interest rates rise, resulting in higher than previously expected lapse rates.expected.

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Credit Market Environment

Our financial performance is impacted by conditions in fixed income markets. After tightening in 2021, credit spreads widened in 2022 and remained relatively unchanged in the first ~~nine months~~half of ~~2022.~~2023. As credit spreads widen, the fair value of our existing investment portfolio generally decreases, although we generally expect the widening spreads to increase the yield on new fixed income investments. Conversely, as credit spreads tighten, the fair value of our existing investment portfolio generally increases, and the yield available on new investment purchases decreases. While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our ~~Accumulated Other Comprehensive Income.~~AOCI. The revaluation will impact net income for realized gains or losses from the sale of securities, the change in fair value of trading securities or securities carried at fair value under the fair value election, or potential changes in the allowance for credit loss ("ACL"). ~~Shifts~~In addition, if credit conditions deteriorate due to a recession or other negative credit events in capital markets, we could experience an increase in defaults and other-than-temporary-impairments (“OTTI”).

OTTI in our underlying investments would result in a reduction in TAC held by our insurance company subsidiaries. Also, shifts in the credit quality or credit rating downgrades of ~~the assets underlying~~ our ~~investment portfolio~~investments as a result of stressed credit conditions may also impact the level of regulatory required statutory capital for our insurance company subsidiaries. As such, significant credit rating downgrades ~~or payment~~along with elevated defaults ~~could~~and OTTI losses would negatively impact our RBC ~~ratio.~~ratio, which could impact available dividends from our insurance subsidiaries.

~~Item 2 |~~ ~~Management’s Discussion~~Pandemics and ~~Analysis | Macroeconomic, Industry and Regulatory Trends~~

~~COVID-19~~Other Public Health Crises

~~We continue to monitor developments related to the COVID-19 pandemic.~~ The COVID-19 pandemic ~~has caused significant economic~~disrupted our business and ~~financial turmoil both~~contributed to additional operating costs over the past several years. While the effects of that pandemic appear to be subsiding, other pandemics, epidemics or disease outbreaks in the ~~United States~~U.S. or globally could disrupt our business by affecting how we protect and ~~around the world. There has been a steady resumption~~interact with our critical workforce, customers, key vendors, third-party suppliers, or counterparties with whom we transact. Disruption could result from an inability of ~~activity during 2022, however, at this time it is not possible~~those persons to ~~estimate the long-term effectiveness of any therapeutic treatments~~work or transact effectively due to illness, quarantines, and ~~vaccines for COVID-19, or their efficacy with respect~~government actions in response to ~~current or future variants or mutations of COVID-19, or the longer-term effects that the COVID-19 pandemic could have on our business.~~public health emergencies. The extent ~~to which the COVID-19 pandemic impacts our business, results~~and severity of ~~operations, financial condition and cash flows~~governmental actions will necessarily depend on ~~future developments that are highly uncertain~~the extent and ~~cannot be predicted, including the availability and efficacy of vaccines against COVID-19 and against variant strains~~severity of the ~~virus. Federal~~perceived emergency. We have risk management plans in place and ~~state authorities’ actions could include restrictions of movements. We are not~~have been able to ~~predict the duration~~navigate through COVID-19 with remote and ~~effectiveness of governmental and regulatory actions that~~hybrid work environments; however, those plans may be ~~taken in the future to contain or address the COVID-19 pandemic or the impact of future laws, regulations or restrictions on our business.~~challenged by a new public health emergency.

Consumer Behavior

Demographics

100

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Regulatory Policy

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends~~

Department of Labor Fiduciary Advice Rule

The Department of Labor (“DOL”) has issued a ~~new~~ regulatory action (the “Fiduciary Advice Rule”) effective February 16, 2021, that reinstates the text of the DOL’s 1975 investment advice regulation defining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") ~~Plans~~plans and ~~Individual Retirement Accounts~~individual retirement accounts ("IRAs") and provides guidance interpreting such regulation. The guidance provided by the DOL broadens the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries under ERISA or the ~~Tax Code.~~Federal income tax code. In particular, the DOL states that a recommendation to “roll over” assets from a qualified retirement plan to an IRA, or from an IRA to another IRA, can be considered fiduciary investment advice if provided by someone with an existing relationship with the ERISA ~~Plan~~plan or an IRA owner (or in anticipation of establishing such a relationship). This guidance reverses an earlier DOL interpretation suggesting that roll over advice did not constitute investment advice giving rise to a fiduciary relationship. However, the guidance has been subject to court challenges. In one recent decision issued in February 2023, a U.S. district court in Florida vacated the roll over portion of the guidance, ruling that the DOL exceeded its authority in this area by issuing guidance without going through a rulemaking process. Because our distribution of annuities is primarily through intermediaries, we believe that we will have limited exposure to the new Fiduciary Advice Rule. Unlike the DOL’s previous fiduciary rule issued in 2016, compliance with the Fiduciary Advice Rule will not require us or our distributors to provide the disclosures required for exemptive relief under the previous rule. However, we continue to analyze the impact of the Fiduciary Advice Rule, and, while we cannot predict the rule’s impact, it could have an adverse effect on sales of annuities through our distribution partners. The Fiduciary Advice Rule may also lead to changes to our compensation practices and product offerings and increased litigation risk, which could adversely affect our results of operations and financial condition. We may also need to take certain additional actions to comply with or assist our distributors in their compliance with the Fiduciary Advice Rule.

Legislative Reforms

Tax Laws

Cybersecurity Event

101

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

At this time, we do not believe the incident has a material adverse effect on the business, operations, or financial results of Jackson Financial.

Non-GAAP Financial Measures

In addition to presenting our results of operations and financial condition in accordance with U.S. GAAP, we use and report, selected non-GAAP financial measures. Management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP financial measures, provides a better understanding of our results of operations, financial condition and the underlying performance drivers of our business. These non-GAAP financial measures should be considered supplementary to our results of operations and financial condition that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies. These non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with U.S. GAAP.

Adjusted Operating Earnings

Adjusted Operating Earnings is an after-tax non-GAAP financial measure, which we believe should be used to evaluate our financial performance on a consolidated basis by excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as well as certain other revenues and expenses that we do not view as driving our underlying performance. Adjusted Operating Earnings should not be used as a substitute for net income as calculated in accordance with U.S. GAAP. However, we believe the adjustments to net income are useful for gaining an understanding of our overall results of operations.

102

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Adjusted Operating Earnings equals our Net income (loss) attributable to Jackson Financial Inc. common shareholders (which excludes income attributable to non-controlling interest and dividends on preferred stock) adjusted to eliminate the impact of the following items:

1.Net Hedging Results: Comprised of: (i) fees attributed to guaranteed benefits; (ii) changes in the fair value of freestanding derivatives used to manage the risk associated with market risk benefits and other guaranteed benefit features; (iii) the movements in reserves, market risk benefits, guaranteed benefit features accounted for as embedded derivative instruments, and related claims and benefit payments; (iv) amortization of the balance of unamortized deferred acquisition costs at the date of transition to current accounting guidance on January 1, 2021 associated with items excluded from adjusted operating earnings prior to transition; and (v) the impact on the valuation of Guaranteed Benefits and Net Hedging Results arising from changes in underlying actuarial assumptions. These items are excluded from adjusted operating earnings as they may vary significantly from period to period due to near-term market conditions and therefore are not directly comparable or reflective of the underlying performance of our business. We believe this approach appropriately removes the impact to both revenue and related expenses associated with Guaranteed Benefits and Net Hedging Results and provides investors a better picture of the drivers of our underlying performance.

2.Net Realized Investment Gains and Losses: Comprised of: (i) realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading portfolio; and (ii) impairments of securities, after adjustment for the non-credit component of the impairment charges. These items are excluded from pretax adjusted operating earnings as they may vary significantly from period to period due to near-term market conditions and therefore are not directly comparable or reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

3.Change in Value of Funds Withheld Embedded Derivative and Net investment income on funds withheld assets:Composed of: (i) the change in fair value of funds withheld embedded derivatives; and (ii) net investment income on funds withheld assets related to funds withheld reinsurance transactions. These items are excluded from pretax adjusted operating earnings as they are not reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

4.Other items: Comprised of: (i) the impact of investments that are consolidated in our financial statements due to U.S. GAAP accounting requirements, such as our investments in collateralized loan obligations (CLOs), but for which the consolidation effects are not consistent with our economic interest or exposure to those entities, and (ii) one-time or other non-recurring items, such as costs relating to our separation from Prudential. These items are excluded from adjusted operating earnings as they are not reflective of the underlying performance of our business. We believe this approach provides investors a better picture of the drivers of our underlying performance.

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the Company uses an estimated annual effective tax rate (“ETR”) in computing its tax provision including consideration of discrete items.

103

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

The following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial Inc. common shareholders, the most comparable U.S. GAAP measure.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc common shareholders	$	1,204	$	3,263	$	(293)	$	5,457
Add: dividends on preferred stock	13		—		13		—
Add: income tax expense (benefit)	245		845		(313)		1,233
Pretax income (loss) attributable to Jackson Financial Inc	1,462		4,108		(593)		6,690
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves	(781)		(765)		(1,561)		(1,529)
Net movement in freestanding derivatives	1,911		(2,847)		4,423		(1,371)
Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Net reserve and embedded derivative movements	194		—		383		40
Amortization of DAC associated with non-operating items at date of transition to LDTI	149		166		302		339
Assumption changes	—		—		—		—
Total guaranteed benefits and net hedging results	(1,097)		(2,262)		803		(3,244)
Net realized investment (gains) losses	40		(5)		108		125
Net realized investment (gains) losses on funds withheld assets	134		(1,077)		807		(2,105)
Net investment income on funds withheld assets	(252)		(364)		(559)		(624)
Loss on funds withheld reinsurance transaction	—		—		—		—
Other items	18		64		41		67
Total non-operating adjustments	(1,157)		(3,644)		1,200		(5,781)
Pretax adjusted operating earnings	305		464		607		909
Less: operating income tax expense (benefit)	9		57		40		125
Adjusted operating earnings before dividends on preferred stock	296		407		567		784
Less: dividends on preferred stock	13		—		13		—
Adjusted operating earnings	$	283	$	407	$	554	$	784

Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders

We use Adjusted Operating Return on Equity ("ROE") Attributable to Common Shareholders to manage our business and evaluate our financial performance. Adjusted Operating ROE Attributable to Common Shareholders excludes items that vary from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as such items may distort the underlying performance of our business. We calculate Adjusted Operating ROE Attributable to Common Shareholders by dividing our Adjusted Operating Earnings by average Adjusted Book Value Attributable to Common Shareholders. Adjusted Book Value Attributable to Common Shareholders excludes Preferred Stock and AOCI attributable to Jackson Financial Inc. AOCI attributable to Jackson Financial Inc. does not include AOCI arising from investments held within the funds withheld account related to the Athene Reinsurance Transaction. We exclude AOCI attributable to Jackson Financial Inc. from Adjusted Book Value Attributable to Common Shareholders because our invested assets are generally invested to closely match the duration of our liabilities, which are longer duration in nature, and therefore we believe period-to-period fair market value fluctuations in AOCI to be inconsistent with this objective. We believe excluding AOCI attributable to Jackson Financial Inc. is more useful to investors in analyzing trends in our business. Changes in AOCI within the funds withheld account related to the Athene Reinsurance Transaction offset the related non-operating earnings from the Athene Reinsurance Transaction resulting in a minimal net impact on Adjusted Book Value of Jackson Financial Inc.

104

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders should not be used as substitutes for total shareholders’ equity and ROE as calculated using annualized net income and average equity in accordance with U.S. GAAP. However, we believe the adjustments to equity and earnings are useful to gaining an understanding of our overall results of operations.

The following is a reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity and a comparison of Adjusted Operating ROE Attributable to Common Shareholders to ROE Attributable to Common Shareholders, the most comparable U.S. GAAP measure:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204		$	3,263		$	(293)		$	5,457
Adjusted Operating Earnings	283			407			554			784

Total shareholders' equity	$	8,652		$	9,706		$	8,652		$	9,706
Less: Preferred stock	533			—			533			—
Total common shareholders' equity	8,119			9,706			8,119			9,706

Adjustments to total common shareholders’ equity:


Exclude AOCI attributable to Jackson Financial Inc. (1)	1,435			62			1,435			62
Adjusted Book Value Attributable to Common Shareholders	$	9,554		$	9,768		$	9,554		$	9,768

ROE Attributable to Common Shareholders	59.4		%	145.8		%	(7.1)		%	128.2		%
Adjusted Operating ROE Attributable to Common Shareholders on average equity	12.5		%	18.7		%	11.8		%	19.6		%

(1) Excludes $(1,930) million and $(1,677) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2023 and 2022, respectively, are not attributable to Jackson Financial Inc. and are therefore not included as an adjustment to total shareholders’ equity in the reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity.

105

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Consolidated Results of Operations

The following table sets forth, for the periods presented, certain data from our Condensed Consolidated Income Statements. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes elsewhere in this ~~Report:~~report:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions)									(in millions)
Revenues	Revenues									Revenues
Fee income	Fee income	$	1,908	$	2,063	$	5,854	$	5,963	Fee income	$	1,913	$	1,934	$	3,801	$	3,946
Premiums	Premiums	36		37		105		115		Premiums	52		32		77		69
Net investment income		640		837		2,022		2,568
Net investment income:										Net investment income:
Net investment income excluding funds withheld assets										Net investment income excluding funds withheld assets	420		328		835		758
Net investment income on funds withheld assets										Net investment income on funds withheld assets	252		364		559		624
Total net investment income										Total net investment income	672		692		1,394		1,382
Net gains (losses) on derivatives and investments:										Net gains (losses) on derivatives and investments:
Net gains (losses) on derivatives and investments	Net gains (losses) on derivatives and investments	1,419		(1,379)		6,891		(1,194)		Net gains (losses) on derivatives and investments	(2,112)		2,938		(4,838)		1,372
Net gains (losses) on funds withheld reinsurance treaties										Net gains (losses) on funds withheld reinsurance treaties	(134)		1,077		(807)		2,105
Total net gains (losses) on derivatives and investments										Total net gains (losses) on derivatives and investments	(2,246)		4,015		(5,645)		3,477
Other income	Other income	19		17		60		70		Other income	19		21		34		41
Total revenues	Total revenues	4,022		1,575		14,932		7,522		Total revenues	410		6,694		(339)		8,915

Benefits and Expenses	Benefits and Expenses									Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	Death, other policy benefits and change in policy reserves, net of deferrals	586		405		2,090		933		Death, other policy benefits and change in policy reserves, net of deferrals	241		274		469		574
(Gain) loss from updating future policy benefits cash flow assumptions, net										(Gain) loss from updating future policy benefits cash flow assumptions, net	10		14		24		29
Market risk benefits (gains) losses, net										Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	Interest credited on other contract holder funds, net of deferrals and amortization	224		209		628		630		Interest credited on other contract holder funds, net of deferrals and amortization	295		209		580		406
Interest expense	Interest expense	29		6		73		19		Interest expense	58		24		101		44
Operating costs and other expenses, net of deferrals	Operating costs and other expenses, net of deferrals	592		699		1,801		2,090		Operating costs and other expenses, net of deferrals	620		543		1,236		1,209

Amortization of deferred acquisition costs	Amortization of deferred acquisition costs	564		4		2,276		551		Amortization of deferred acquisition costs	291		307		584		624
Total benefits and expenses	Total benefits and expenses	1,995		1,323		6,868		4,223		Total benefits and expenses	(1,055)		2,555		250		2,163
Pretax income (loss)	Pretax income (loss)	2,027		252		8,064		3,299		Pretax income (loss)	1,465		4,139		(589)		6,752
Income tax expense (benefit)	Income tax expense (benefit)	559		(16)		1,606		515		Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss)	Net income (loss)	1,468		268		6,458		2,784		Net income (loss)	1,220		3,294		(276)		5,519
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests	(11)		62		51		186		Less: Net income (loss) attributable to noncontrolling interests	3		31		4		62
Net income (loss) attributable to Jackson Financial Inc.	Net income (loss) attributable to Jackson Financial Inc.	$	1,479	$	206	$	6,407	$	2,598	Net income (loss) attributable to Jackson Financial Inc.	1,217		3,263		(280)		5,457

Adjusted Operating Earnings
Net income (loss) attributable to Jackson Financial Inc.		$	1,479	$	206	$	6,407	$	2,598
Income tax expense (benefit)		559		(16)		1,606		515
Pretax income (loss) attributable to Jackson Financial Inc		2,038		190		8,013		3,113
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves		(771)		(728)		(2,300)		(2,101)
Net movement in freestanding derivatives		253		493		(1,118)		3,966
Net reserve and embedded derivative movements		(714)		997		(1,781)		(2,222)
DAC and DSI impact		458		(169)		1,648		284
Assumption changes		—		—		—		—
Total guaranteed benefits and hedging results		(774)		593		(3,551)		(73)
Net realized investment (gains) losses including change in fair value of funds withheld embedded derivative		(549)		79		(2,529)		(219)

Net investment income on funds withheld assets		(313)		(300)		(937)		(884)
Other items		2		9		69		28
Total non-operating adjustments		(1,634)		381		(6,948)		(1,148)
Pretax Adjusted Operating Earnings		404		571		1,065		1,965
Operating income taxes		31		84		113		273
Adjusted Operating Earnings		$	373	$	487	$	952	$	1,692
Less: Dividends on preferred stock										Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc. common shareholders										Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

91106

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Three Months Ended ~~September~~June 30, ~~2022~~2023 compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Pretax Income (Loss)

Our pretax income (loss) ~~increased~~decreased by ~~$1,775~~$2,674 million to ~~a pretax income of $2,027~~$1,465 million for the three months ended ~~September~~June 30, ~~2022,~~2023, from ~~a pretax income of $252~~$4,139 million for the three months ended ~~September~~June 30, ~~2021~~2022 primarily due to:

•$~~2,798~~6,261 million ~~increase~~decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:


		Three Months Ended September 30,							Three Months Ended June 30,
		2022		2021		Variance			2023		2022		Variance
		(in millions)							(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	Net gains (losses) excluding derivatives and funds withheld assets	$	(6)	$	37	$	(43)	Net gains (losses) excluding derivatives and funds withheld assets	$	(40)	$	5	$	(45)

Net gains (losses) on freestanding derivatives	Net gains (losses) on freestanding derivatives	(248)		(455)		207		Net gains (losses) on freestanding derivatives	(1,952)		2,869		(4,821)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	1,118		(846)		1,964		Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(120)		64		(184)
Net gains (losses) on derivative instruments	Net gains (losses) on derivative instruments	870		(1,301)		2,171		Net gains (losses) on derivative instruments	(2,072)		2,933		(5,005)
Net gains (losses) on funds withheld reinsurance	Net gains (losses) on funds withheld reinsurance	555		(115)		670		Net gains (losses) on funds withheld reinsurance	(134)		1,077		(1,211)
Total net gains (losses) on derivatives and investments	Total net gains (losses) on derivatives and investments	$	1,419	$	(1,379)	$	2,798	Total net gains (losses) on derivatives and investments	$	(2,246)	$	4,015	$	(6,261)

◦~~Favorable movements in reserves for guaranteed benefits,~~Freestanding derivative losses from our equity derivatives during the three months ended June 30, 2023 primarily driven by ~~more favorable~~market increases in ~~interest rates, partially offset by equity market declines~~2023, compared to decreases in the prior year.

◦~~Higher benefit~~Losses recognized on funds withheld reinsurance were driven by ~~increased interest rates compared to prior year; and~~

◦~~Lower freestanding derivative losses as a result of gains on our equity derivatives primarily driven by market decreases in 2022, compared to relatively flat market movements in~~ the ~~prior year, partially offset by losses within our interest rate related hedge instruments, reflecting increases~~significant rise in interest rates during 2022 which resulted in income reported for the movement in the embedded derivative compared to ~~the prior year.~~2023, which were more stable; and

•$~~107~~86 million ~~decrease~~increase in interest credited on contract holder funds, net of deferrals, primarily due to an increase in flexible annual minimum interest rates on variable annuity general account funds and higher crediting rates on new institutional business; and

•$77 million increase in operating costs and other expenses, net of deferrals, primarily due to ~~lower~~an increase in incentive compensation ~~expenses in 2022~~ and ~~lower asset-based non-deferrable commissions due to lower account values~~deferred compensation expenses during the three months ended ~~September~~June 30, ~~2022.~~2023 compared to the prior year quarter.

•$34 million higher interest expense incurred during the three months ended June 30, 2023 primarily related to interest on our repurchase agreements and other short-term borrowings;

These ~~increases~~decreases were partially offset by:

•$~~560~~3,754 million ~~increase~~favorable movements in ~~amortization of deferred acquisition costs~~market risk benefits (gains) losses, net, primarily driven by ~~higher net freestanding and embedded derivative gains in 2022, leading to higher current period gross profits and, therefore, higher current period amortization.~~

•~~$197 million decrease in net investment income as a result of lower income on limited partnership investments, which are recorded on a one quarter lag;~~

•$181 million increase in death, other policy benefits and change in policy reserves primarily due to changes in reserves on variable annuity guarantees accounted for as insurance liabilities driven by unfavorable equity movementspositive fund performance during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to ~~relatively flat movements during the three months ended September 30, 2021;~~

•~~$155 million decrease in fee income primarily due to decrease in average variable annuity account values stemming from unfavorable separate account~~negative fund performance in ~~2022; and~~

•~~$23 million higher~~the prior year quarter. This was partially offset by smaller increases in interest ~~expense incurred~~rates in the current quarter compared to the prior year ~~primarily related to our senior notes, which refinanced our term loan facilities.~~quarter.

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Consolidated Results of Operations~~

Income Taxes

Income tax expense ~~increased $575~~decreased $600 million to an expense of ~~$559~~$245 million for the three months ended ~~September~~June 30, ~~2022,~~2023, from ~~a benefit~~an expense of ~~$16~~$845 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The provision for income tax in the current period led to an effective income tax rate ("ETR") of ~~27%~~17% for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~2021 effective income tax rate~~2022 ETR of ~~(9)%~~21%. The expense during the three months ended ~~September~~June 30, ~~2022 increased~~2023 decreased primarily due to the relationship of the taxable income to the consolidated pre-tax ~~income and the impact of tax adjustments related to prior year returns recorded in the current quarter.~~income. Our ETR differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of tax credits. See Note 1315 of Notes to Consolidated Financial Statements in our ~~2021 Annual~~audited Consolidated Financial Statements, as recast in our Current Report on Form 8-K filed May 10, 2023 and Note 15 of Notes to Condensed Consolidated Financial Statements in this report for more information.

107

~~Nine~~

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Six Months Ended ~~September~~June 30, ~~2022~~2023 compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Pretax Income (Loss)

Our pretax income (loss) ~~increased~~decreased by ~~$4,765~~$7,341 million to ~~a pretax income of $8,064~~$(589) million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, from ~~a pretax income of $3,299~~$6,752 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 primarily due to:

•$~~8,085~~9,122 million ~~increase~~decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:

Nine Months Ended September 30,
2022 2021 Variance
(in millions)
Net gains (losses) excluding derivatives and funds withheld assets $ (131) $ 204 $ (335)
Net gains (losses) on freestanding derivatives 1,181 (3,849) 5,030
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) 3,181 2,436 745
Net gains (losses) on derivative instruments 4,362 (1,413) 5,775
Net gains (losses) on funds withheld reinsurance 2,660 15 2,645
Total net gains (losses) on derivatives and investments $ 6,891 $ (1,194) $ 8,085


	Six Months Ended June 30,
	2023		2022		Variance
	(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	$	(108)	$	(125)	$	17

Net gains (losses) on freestanding derivatives	(4,501)		1,429		(5,930)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(229)		68		(297)
Net gains (losses) on derivative instruments	(4,730)		1,497		(6,227)
Net gains (losses) on funds withheld reinsurance	(807)		2,105		(2,912)
Total net gains (losses) on derivatives and investments	$	(5,645)	$	3,477	$	(9,122)

◦~~Higher freestanding~~Freestanding derivative ~~gains~~losses on our equity derivatives primarily driven by ~~significant market decreases in 2022, compared to~~ market increases in 2023, compared to decreases in the prior ~~year. These gains were~~year, partially offset by lower amounts of losses within our interest rate related hedge instruments, reflecting ~~increases~~slight decreases in interest rates, as compared to increasing interest rates in the prior ~~year;~~year.

◦~~Higher benefit~~Losses recognized on funds withheld reinsurance were driven by ~~increased~~the significant rise in interest rates during 2022 which resulted in income reported for the movement in the embedded derivative, compared to 2023 which were more stable; and

•$174 million increase in interest credited on contract holder funds, net of deferrals, primarily due to an increase in flexible annual minimum interest rates on variable annuity general account funds and higher crediting rates on new institutional business;

•$145 million decrease in fee income primarily due to lower average separate account values compared to prior year; ~~and~~

◦More favorable movements in reserves for guaranteed benefits, primarily driven by more favorable increases in interest rates partially offset by unfavorable equity and equity volatility movements, compared to prior year.

~~Primarily offset by:~~

◦~~Losses on sales of securities recognized on gains (losses) excluding derivatives and funds withheld assets, compared to prior year gains.~~

•$~~289~~57 million ~~decrease~~higher interest expense incurred during 2023 primarily related to interest on our senior notes, repurchase agreements and other short-term borrowings; and

•$27 million increase in operating costs and other expenses, net of deferrals, primarily due to ~~lower~~an increase in deferred compensation ~~in 2022,~~expenses during 2023 compared to the prior year, partially offset by lower asset-based non-deferrable commissions and lower sub-advisor expenses due to lower account ~~values during the nine months ended September 30, 2022, and higher separation costs in 2021.~~values.

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Consolidated Results of Operations~~

These ~~increases~~decreases were partially offset by:

•$2,021 million favorable movements in market risk benefits (gains) losses, net, primarily driven by positive separate account returns as compared to negative separate account returns in the prior year. This was partially offset by less favorable movements in interest rates in 2023, compared to prior year; and

•$~~1,725~~110 million increase in amortization of deferred acquisition costs driven by higher net freestanding derivative and embedded derivative gains in 2022, leading to higher current period gross profits and, therefore, higher current period amortization;

•~~$1,157 million increase~~decrease in death, other policy benefits, and change in policy reserves, ~~primarily due to changes~~net of (gain) loss from updating actual benefit cash flows used in ~~reserves on variable annuity guarantees accounted for as insurance liabilities driven by unfavorable equity movements in 2022 compared to favorable movements in 2021;~~

•~~$546 million decrease in~~the net ~~investment income as a result of lower income on limited partnership investments, which are recorded on a one quarter lag;~~

•~~$109 million decrease in fee income primarily due to decreases in variable fee income and asset management fees compared to prior year,~~premium ratio, partially offset by ~~increases~~a $25 million increase in ~~benefit-based guarantee fee income; and~~

•~~$54 million higher interest expense incurred in the current year primarily~~our allowance for reinsurance credit losses related to ~~our senior notes,~~a specific reinsurer which ~~refinanced our term loan facilities.~~was recently ordered into liquidation.

Income Taxes

Income tax expense ~~increased $1,091~~decreased $1,546 million to ~~an expense~~a tax benefit of ~~$1,606~~$313 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, from an expense of ~~$515~~$1,233 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The provision for income tax in the current period led to an ~~effective income tax rate~~ETR of ~~20%~~53% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~2021 effective income tax rate~~2022 ETR of ~~17%~~18%. The ~~expense~~change in the ETR during the ~~nine~~six months ended ~~September~~June 30, 2023 compared to the six months ended June 30, 2022 ~~increased primarily~~was due to the relationship of ~~the~~ taxable income to ~~the~~ consolidated pre-tax ~~income and the impact of tax adjustments related to prior year returns recorded in the current quarter. Our~~income. The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of tax credits. See Note 1315 of Notes to Consolidated Financial Statements in our ~~2021 Annual~~audited Consolidated Financial Statements, as recast in our Current Report on Form 8-K filed May 10, 2023 and Note 15 of Notes to Condensed Consolidated Financial Statements in this report for more information.

94108

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

~~Segment Results of Operations~~Account Value

We manage our business through three segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report certain activities and items that are not included in these segments, includingAccount value generally equals the ~~results of~~ ~~PPM Holdings, Inc., the holding company of PPM,~~ ~~within Corporate and Other. The following tables and discussion represent an overall view~~account value of our ~~results~~variable annuities, RILA, fixed index annuities, fixed annuities, interest sensitive life, and institutional products. It reflects the total amount of ~~operations for each segment.~~customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of market movements, as applicable, less withdrawals and various fees. We believe account value is a useful metric in providing an understanding of, among other things, the sources of potential fee income generation, potential benefit obligations and risk management priorities.

~~Pretax Adjusted Operating Earnings by Segment~~

The following table summarizes pretax adjusted operating earnings (non-GAAP) from the Company's business segment operations and also provides a reconciliation of the segment measure to net income on a consolidated GAAP basis. Also, see Note 3 to Condensed Consolidated Financial Statements for further information regarding the calculation of pretax adjusted operating earnings:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Pretax Adjusted Operating Earnings by Segment:
Retail Annuities $ 364 $ 527 $ 988 $ 1,779
Institutional Products 20 21 62 37
Closed Life and Annuity Blocks 33 68 31 203
Corporate and Other (13) (45) (16) (54)
Pretax Adjusted Operating Earnings 404 571 1,065 1,965
Pre-tax reconciling items from adjusted operating income to net income (loss) attributable to Jackson Financial Inc.:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves 771 728 2,300 2,101
Net movement in freestanding derivatives (253) (493) 1,118 (3,966)
Net reserve and embedded derivative movements 714 (997) 1,781 2,222
DAC and DSI impact (458) 169 (1,648) (284)
Assumption changes — — — —
Total guaranteed benefits and hedging results 774 (593) 3,551 73
Net realized investment (gains) losses including change in fair value of funds withheld embedded derivative 549 (79) 2,529 219
Net investment income on funds withheld assets 313 300 937 884
Other items (2) (9) (69) (28)
Total pre-tax reconciling items 1,634 (381) 6,948 1,148
Pretax income (loss) attributable to Jackson Financial Inc. 2,038 190 8,013 3,113
Income tax expense (benefit) 559 (16) 1,606 515
Net income (loss) attributable to Jackson Financial Inc. $ 1,479 $ 206 $ 6,407 $ 2,598


	June 30, 2023		December 31, 2022
	(in millions)
Account Value
GMWB For Life	$	162,115	$	149,706
GMWB	6,004		5,674
GMIB	1,366		1,356
No Living Benefits	52,227		49,073
Total Variable Annuity Account Value	221,712		205,809

RILA	3,144		1,875

Fixed Index Annuity (1)	559		415
Fixed Annuity (1)	1,205		1,219
Total Fixed & Fixed Index Annuity Account Value (1)	1,764		1,634

Payout Annuity(1)	646		649

Total Retail Annuities Account Value (1)	$	227,266	$	209,967

Total Institutional Products Account Value	$	8,887	$	9,019

Total Closed Life and Annuity Blocks Account Value (1)	$	8,187	$	8,288

(1) Net of reinsurance.

Item 2 | Management’s Discussion and Analysis | ~~Segment~~Key Operating Measures

Net Flows


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net Flows:
Variable Annuity	$	(2,045)	$	(300)	$	(3,819)	$	(298)
RILA	524		489		1,040		687
Fixed Index Annuity (1)	65		18		135		33
Fixed Annuity (1)	(10)		(8)		(21)		(13)
Payout Annuity (1)	(11)		(15)		(37)		(44)
Total Retail Annuities Net Flows (1)	(1,477)		184		(2,702)		365
Net flows ceded	(996)		(564)		(2,199)		(1,150)
Total Retail Annuities net flows, gross of reinsurance	$	(2,473)	$	(380)	$	(4,901)	$	(785)

Total Institutional Products Net Flows	$	100	$	(667)	$	(291)	$	(351)

Total Closed Life and Annuity Blocks Net Flows (1)	$	(85)	$	(59)	$	(132)	$	(139)

(1) Net of reinsurance.

Net flows, net of reinsurance, decreased for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, driven by decreased variable annuity sales.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit Base


	June 30, 2023				December 31, 2022
	Account Value		Benefit Base		Account Value		Benefit Base
	(in millions)
No Living Benefits	$	52,227	N/A		$	49,073	N/A
By Guaranteed Living Benefits:
GMWB for Life	162,115		190,138		149,706		189,814
GMWB	6,004		5,510		5,674		5,655
GMIB (1)	1,366		1,836		1,356		1,929

Total	$	221,712	$	197,484	$	205,809	$	197,398

By Guaranteed Death Benefit:
Return of AV (No GMDB)	$	26,674	N/A		$	25,049	N/A
Return of Premium	170,056		138,333		157,339		138,419
Highest Anniversary Value	12,954		13,928		12,128		14,272
Rollup	3,351		4,591		3,229		4,695
Combination HAV/Rollup	8,677		10,213		8,064		10,297
Total	$	221,712	$	167,065	$	205,809	$	167,683

(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management


	June 30,		December 31,
	2023		2022
	(in millions)
Jackson Invested Assets	$	43,096	$	44,486



Third Party Invested Assets (including CLOs)	27,175		26,993
Total PPM AUM	70,271		71,479
Total JNAM AUM	236,131		219,070
Total AUM	$	306,402	$	290,549

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

Macroeconomic and Financial Market Conditions

Equity Market Environment

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Interest Rate Environment

The interest rate environment has affected, and will continue to affect our business and financial performance in the future for the following reasons:

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Credit Market Environment

Pandemics and Other Public Health Crises

Consumer Behavior

Demographics

100

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Regulatory Policy

Department of Labor Fiduciary Advice Rule

Legislative Reforms

Tax Laws

Cybersecurity Event

101

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

At this time, we do not believe the incident has a material adverse effect on the business, operations, or financial results of Jackson Financial.

Non-GAAP Financial Measures

Adjusted Operating Earnings

102

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the Company uses an estimated annual effective tax rate (“ETR”) in computing its tax provision including consideration of discrete items.

103

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

The following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial Inc. common shareholders, the most comparable U.S. GAAP measure.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc common shareholders	$	1,204	$	3,263	$	(293)	$	5,457
Add: dividends on preferred stock	13		—		13		—
Add: income tax expense (benefit)	245		845		(313)		1,233
Pretax income (loss) attributable to Jackson Financial Inc	1,462		4,108		(593)		6,690
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves	(781)		(765)		(1,561)		(1,529)
Net movement in freestanding derivatives	1,911		(2,847)		4,423		(1,371)
Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Net reserve and embedded derivative movements	194		—		383		40
Amortization of DAC associated with non-operating items at date of transition to LDTI	149		166		302		339
Assumption changes	—		—		—		—
Total guaranteed benefits and net hedging results	(1,097)		(2,262)		803		(3,244)
Net realized investment (gains) losses	40		(5)		108		125
Net realized investment (gains) losses on funds withheld assets	134		(1,077)		807		(2,105)
Net investment income on funds withheld assets	(252)		(364)		(559)		(624)
Loss on funds withheld reinsurance transaction	—		—		—		—
Other items	18		64		41		67
Total non-operating adjustments	(1,157)		(3,644)		1,200		(5,781)
Pretax adjusted operating earnings	305		464		607		909
Less: operating income tax expense (benefit)	9		57		40		125
Adjusted operating earnings before dividends on preferred stock	296		407		567		784
Less: dividends on preferred stock	13		—		13		—
Adjusted operating earnings	$	283	$	407	$	554	$	784

Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders

104

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204		$	3,263		$	(293)		$	5,457
Adjusted Operating Earnings	283			407			554			784

Total shareholders' equity	$	8,652		$	9,706		$	8,652		$	9,706
Less: Preferred stock	533			—			533			—
Total common shareholders' equity	8,119			9,706			8,119			9,706

Adjustments to total common shareholders’ equity:


Exclude AOCI attributable to Jackson Financial Inc. (1)	1,435			62			1,435			62
Adjusted Book Value Attributable to Common Shareholders	$	9,554		$	9,768		$	9,554		$	9,768

ROE Attributable to Common Shareholders	59.4		%	145.8		%	(7.1)		%	128.2		%
Adjusted Operating ROE Attributable to Common Shareholders on average equity	12.5		%	18.7		%	11.8		%	19.6		%

(1) Excludes $(1,930) million and $(1,677) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2023 and 2022, respectively, are not attributable to Jackson Financial Inc. and are therefore not included as an adjustment to total shareholders’ equity in the reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity.

105

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

~~Retail Annuities~~

Consolidated Results of Operations

The following table sets forth, for the periods presented, certain data ~~underlying the pretax adjusted operating earnings (non-GAAP) results for~~from our ~~Retail Annuities segment.~~Condensed Consolidated Income Statements. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes ~~appearing~~ elsewhere in this ~~Report:~~report:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Retail Annuities:
Operating Revenues
Fee income $ 1,002 $ 1,194 $ 3,144 $ 3,433
Premiums 3 2 6 15
Net investment income 72 180 299 541
Income (loss) on operating derivatives 2 13 20 42
Other income 11 12 33 35
Total Operating Revenues 1,090 1,401 3,502 4,066
Operating Benefits and Expenses
Death, other policy benefits and change in policy
reserves, net of deferrals 5 38 54 90
Interest credited on other contract holder funds, net of
deferrals and amortization 72 56 191 168
Interest expense 8 6 19 17
Operating costs and other expenses, net of deferrals 541 614 1,648 1,780
Amortization of deferred acquisition costs 100 160 602 232
Total Operating Benefits and Expenses 726 874 2,514 2,287
Pretax Adjusted Operating Earnings $ 364 $ 527 $ 988 $ 1,779

~~The following table summarizes a roll forward of activity affecting account value for our Retail Annuities segment for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Retail Annuities Account Value:
Balance as of beginning of period $ 232,219 $ 276,185 $ 284,379 $ 256,740
Premiums and deposits 3,579 4,818 12,600 14,493
Surrenders, withdrawals, and benefits (4,481) (5,544) (14,281) (16,972)
Net flows (902) (726) (1,681) (2,479)
Credited Interest/Investment performance (9,780) (1,559) (59,712) 20,952
Policy Charges and other (727) (690) (2,176) (2,003)
Balance as of end of period 220,810 273,210 220,810 273,210
Ceded reinsurance (22,909) (25,440) (22,909) (25,440)
Balance as of end of period, net of ceded reinsurance $ 197,901 $ 247,770 $ 197,901 $ 247,770


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Revenues
Fee income	$	1,913	$	1,934	$	3,801	$	3,946
Premiums	52		32		77		69
Net investment income:
Net investment income excluding funds withheld assets	420		328		835		758
Net investment income on funds withheld assets	252		364		559		624
Total net investment income	672		692		1,394		1,382
Net gains (losses) on derivatives and investments:
Net gains (losses) on derivatives and investments	(2,112)		2,938		(4,838)		1,372
Net gains (losses) on funds withheld reinsurance treaties	(134)		1,077		(807)		2,105
Total net gains (losses) on derivatives and investments	(2,246)		4,015		(5,645)		3,477
Other income	19		21		34		41
Total revenues	410		6,694		(339)		8,915

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	241		274		469		574
(Gain) loss from updating future policy benefits cash flow assumptions, net	10		14		24		29
Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	295		209		580		406
Interest expense	58		24		101		44
Operating costs and other expenses, net of deferrals	620		543		1,236		1,209

Amortization of deferred acquisition costs	291		307		584		624
Total benefits and expenses	(1,055)		2,555		250		2,163
Pretax income (loss)	1,465		4,139		(589)		6,752
Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss)	1,220		3,294		(276)		5,519
Less: Net income (loss) attributable to noncontrolling interests	3		31		4		62
Net income (loss) attributable to Jackson Financial Inc.	1,217		3,263		(280)		5,457
Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

96106

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022

Pretax Income (Loss)

Our pretax income (loss) decreased by $2,674 million to $1,465 million for the three months ended June 30, 2023, from $4,139 million for the three months ended June 30, 2022 primarily due to:

•$6,261 million decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:


	Three Months Ended June 30,
	2023		2022		Variance
	(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	$	(40)	$	5	$	(45)

Net gains (losses) on freestanding derivatives	(1,952)		2,869		(4,821)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(120)		64		(184)
Net gains (losses) on derivative instruments	(2,072)		2,933		(5,005)
Net gains (losses) on funds withheld reinsurance	(134)		1,077		(1,211)
Total net gains (losses) on derivatives and investments	$	(2,246)	$	4,015	$	(6,261)

◦Freestanding derivative losses from our equity derivatives during the three months ended June 30, 2023 primarily driven by market increases in 2023, compared to decreases in the prior year.

◦Losses recognized on funds withheld reinsurance were driven by the significant rise in interest rates during 2022 which resulted in income reported for the movement in the embedded derivative compared to 2023, which were more stable; and

•$86 million increase in interest credited on contract holder funds, net of deferrals, primarily due to an increase in flexible annual minimum interest rates on variable annuity general account funds and higher crediting rates on new institutional business; and

•$77 million increase in operating costs and other expenses, net of deferrals, primarily due to an increase in incentive compensation and deferred compensation expenses during the three months ended June 30, 2023 compared to the prior year quarter.

•$34 million higher interest expense incurred during the three months ended June 30, 2023 primarily related to interest on our repurchase agreements and other short-term borrowings;

These decreases were partially offset by:

•$3,754 million favorable movements in market risk benefits (gains) losses, net, primarily driven by positive fund performance during the three months ended June 30, 2023 as compared to negative fund performance in the prior year quarter. This was partially offset by smaller increases in interest rates in the current quarter compared to the prior year quarter.

Income Taxes

Income tax expense decreased $600 million to an expense of $245 million for the three months ended June 30, 2023, from an expense of $845 million for the three months ended June 30, 2022. The provision for income tax in the current period led to an effective income tax rate ("ETR") of 17% for the three months ended June 30, 2023 compared to the 2022 ETR of 21%. The expense during the three months ended June 30, 2023 decreased primarily due to the relationship of the taxable income to the consolidated pre-tax income. Our ETR differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of tax credits. See Note 15 of Notes to Consolidated Financial Statements in our audited Consolidated Financial Statements, as recast in our Current Report on Form 8-K filed May 10, 2023 and Note 15 of Notes to Condensed Consolidated Financial Statements in this report for more information.

107

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Pretax Income (Loss)

Our pretax income (loss) decreased by $7,341 million to $(589) million for the six months ended June 30, 2023, from $6,752 million for the six months ended June 30, 2022 primarily due to:

•$9,122 million decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:


	Six Months Ended June 30,
	2023		2022		Variance
	(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	$	(108)	$	(125)	$	17

Net gains (losses) on freestanding derivatives	(4,501)		1,429		(5,930)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(229)		68		(297)
Net gains (losses) on derivative instruments	(4,730)		1,497		(6,227)
Net gains (losses) on funds withheld reinsurance	(807)		2,105		(2,912)
Total net gains (losses) on derivatives and investments	$	(5,645)	$	3,477	$	(9,122)

◦Freestanding derivative losses on our equity derivatives primarily driven by market increases in 2023, compared to decreases in the prior year, partially offset by lower amounts of losses within our interest rate related hedge instruments, reflecting slight decreases in interest rates, compared to increasing interest rates in the prior year.

•$145 million decrease in fee income primarily due to lower average separate account values compared to prior year;

•$57 million higher interest expense incurred during 2023 primarily related to interest on our senior notes, repurchase agreements and other short-term borrowings; and

•$27 million increase in operating costs and other expenses, net of deferrals, primarily due to an increase in deferred compensation expenses during 2023 compared to the prior year, partially offset by lower asset-based non-deferrable commissions and lower sub-advisor expenses due to lower account values.

These decreases were partially offset by:

•$110 million decrease in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating actual benefit cash flows used in the net premium ratio, partially offset by a $25 million increase in our allowance for reinsurance credit losses related to a specific reinsurer which was recently ordered into liquidation.

Income Taxes

Income tax expense decreased $1,546 million to a tax benefit of $313 million for the six months ended June 30, 2023, from an expense of $1,233 million for the six months ended June 30, 2022. The provision for income tax in the current period led to an ETR of 53% for the six months ended June 30, 2023 compared to the 2022 ETR of 18%. The change in the ETR during the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was due to the relationship of taxable income to consolidated pre-tax income. The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of tax credits. See Note 15 of Notes to Consolidated Financial Statements in our audited Consolidated Financial Statements, as recast in our Current Report on Form 8-K filed May 10, 2023 and Note 15 of Notes to Condensed Consolidated Financial Statements in this report for more information.

108

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

~~Three Months Ended September 30, 2022 compared to Three Months Ended September 30, 2021~~

~~Pretax Adjusted Operating Earnings~~

Pretax adjusted operating earnings decreased $163 million to $364 million for the three months ended September 30, 2022 from $527 million for the three months ended September 30, 2021 primarily due to:

•~~$192 million decrease in fee income primarily due to a decrease in average variable annuity account values stemming from unfavorable separate account performance in 2022; and~~

•~~$108 million decrease in net investment income primarily due to lower levels of investment income on private equity and other limited partnership investments, when compared to the same period in 2021.~~

~~These decreases were partially offset by:~~

•$60 million decrease in amortization of deferred acquisition costs primarily due to higher projected separate account returns during the current quarter, driven by the release of the historical returns from the mean reversion formula, and a negative impact from this same item for three months ended September 30, 2021; and

•$73 million decrease in operating costs and other expenses, net of deferrals, primarily due to lower asset-based non-deferrable commissions due to lower account values during the three months ended September 30, 2022, and lower incentive compensation expenses in 2022.

~~Nine Months Ended September 30, 2022 compared to Nine Months Ended September 30, 2021~~

~~Pretax Adjusted Operating Earnings~~

Pretax adjusted operating earnings decreased $791 million to $988 million for the nine months ended September 30, 2022 from $1,779 million for the nine months ended September 30, 2021 primarily due to:

•$370 million increase in amortization of deferred acquisition costs primarily due to lower separate account returns during 2022, which led to decreased expected future gross profits, and therefore higher current period amortization during 2022;

•~~$289 million decrease in fee income primarily due to a decrease in average variable annuity account values stemming from unfavorable separate account performance in 2022; and~~

•~~$242 million decrease in net investment income primarily due to lower levels of investment income on private equity and other limited partnership investments, when compared to the same period in 2021.~~

~~These decreases were partially offset by:~~

•$132 million decrease in operating costs and other expenses, net of deferrals, primarily due to lower asset-based non-deferrable commissions due to lower account values during 2022, and lower deferred compensation expenses in 2022.

~~Account Value~~

Retail annuities account value, gross of reinsurance, decreased $52 billion between periods primarily due to negative variable annuity separate account growth driven by unfavorable market performance in 2022, as well as negative net flows over the period, primarily from our reinsured fixed and fixed index annuity block.

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Segment Results of Operations~~

~~Institutional Products~~

The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings (non-GAAP) results for our Institutional Products segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this Report.

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Institutional Products:
Operating Revenues
Net investment income $ 80 $ 69 $ 216 $ 189
Income (loss) on operating derivatives (8) (1) (13) (1)
Total Operating Revenues 72 68 203 188
Operating Benefits and Expenses
Interest credited on other contract holder funds, net of
deferrals and amortization 51 47 137 147
Interest expense — (2) — —
Operating costs and other expenses, net of deferrals 1 2 4 4
Total Operating Benefits and Expenses 52 47 141 151
Pretax Adjusted Operating Earnings $ 20 $ 21 $ 62 $ 37

~~The following table summarizes a roll forward of activity affecting account value for our Institutional Products segment for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Institutional Products:
Balance as of beginning of period $ 8,483 $ 8,910 $ 8,830 $ 11,138
Premiums and deposits 314 43 1,490 43
Surrenders, withdrawals, and benefits (428) (147) (1,955) (2,427)
Net flows (114) (104) (465) (2,384)
Credited Interest 51 45 137 147
Policy Charges and other (62) (12) (144) (62)
Balance as of end of period $ 8,358 $ 8,839 $ 8,358 $ 8,839

~~Three Months Ended September 30, 2022 compared to Three Months Ended September 30, 2021~~

~~Pretax Adjusted Operating Earnings~~

~~Pretax adjusted operating earnings remained relatively flat at $20 million for the three months ended September 30, 2022 from $21 million for the three months ended September 30, 2021.~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Segment Results of Operations~~

~~Nine Months Ended September 30, 2022 compared to Nine Months Ended September 30, 2021~~

~~Pretax Adjusted Operating Earnings~~

Pretax adjusted operating earnings increased $25 million to $62 million for the nine months ended September 30, 2022 from $37 million for the nine months ended September 30, 2021 primarily due to increased investment income and a decrease in interest credited, partially offset by increased losses on operating derivatives, driven by interest rate and foreign exchange movements, compared to prior year.

Account Value


	June 30, 2023		December 31, 2022
	(in millions)
Account Value
GMWB For Life	$	162,115	$	149,706
GMWB	6,004		5,674
GMIB	1,366		1,356
No Living Benefits	52,227		49,073
Total Variable Annuity Account Value	221,712		205,809

RILA	3,144		1,875

Fixed Index Annuity (1)	559		415
Fixed Annuity (1)	1,205		1,219
Total Fixed & Fixed Index Annuity Account Value (1)	1,764		1,634

Payout Annuity(1)	646		649

Total Retail Annuities Account Value (1)	$	227,266	$	209,967

Total Institutional Products Account Value	$	8,887	$	9,019

Total Closed Life and Annuity Blocks Account Value (1)	$	8,187	$	8,288

(1) Net of reinsurance.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Net Flows


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net Flows:
Variable Annuity	$	(2,045)	$	(300)	$	(3,819)	$	(298)
RILA	524		489		1,040		687
Fixed Index Annuity (1)	65		18		135		33
Fixed Annuity (1)	(10)		(8)		(21)		(13)
Payout Annuity (1)	(11)		(15)		(37)		(44)
Total Retail Annuities Net Flows (1)	(1,477)		184		(2,702)		365
Net flows ceded	(996)		(564)		(2,199)		(1,150)
Total Retail Annuities net flows, gross of reinsurance	$	(2,473)	$	(380)	$	(4,901)	$	(785)

Total Institutional Products Net Flows	$	100	$	(667)	$	(291)	$	(351)

Total Closed Life and Annuity Blocks Net Flows (1)	$	(85)	$	(59)	$	(132)	$	(139)

(1) Net of reinsurance.

Net flows, net of reinsurance, decreased for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, driven by decreased variable annuity sales.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit Base


	June 30, 2023				December 31, 2022
	Account Value		Benefit Base		Account Value		Benefit Base
	(in millions)
No Living Benefits	$	52,227	N/A		$	49,073	N/A
By Guaranteed Living Benefits:
GMWB for Life	162,115		190,138		149,706		189,814
GMWB	6,004		5,510		5,674		5,655
GMIB (1)	1,366		1,836		1,356		1,929

Total	$	221,712	$	197,484	$	205,809	$	197,398

By Guaranteed Death Benefit:
Return of AV (No GMDB)	$	26,674	N/A		$	25,049	N/A
Return of Premium	170,056		138,333		157,339		138,419
Highest Anniversary Value	12,954		13,928		12,128		14,272
Rollup	3,351		4,591		3,229		4,695
Combination HAV/Rollup	8,677		10,213		8,064		10,297
Total	$	221,712	$	167,065	$	205,809	$	167,683

(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management


	June 30,		December 31,
	2023		2022
	(in millions)
Jackson Invested Assets	$	43,096	$	44,486



Third Party Invested Assets (including CLOs)	27,175		26,993
Total PPM AUM	70,271		71,479
Total JNAM AUM	236,131		219,070
Total AUM	$	306,402	$	290,549

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

Macroeconomic and Financial Market Conditions

Equity Market Environment

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Interest Rate Environment

The interest rate environment has affected, and will continue to affect our business and financial performance in the future for the following reasons:

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Credit Market Environment

Pandemics and Other Public Health Crises

Consumer Behavior

Demographics

100

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Regulatory Policy

Department of Labor Fiduciary Advice Rule

Legislative Reforms

Tax Laws

Cybersecurity Event

101

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

At this time, we do not believe the incident has a material adverse effect on the business, operations, or financial results of Jackson Financial.

Non-GAAP Financial Measures

Adjusted Operating Earnings

102

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the Company uses an estimated annual effective tax rate (“ETR”) in computing its tax provision including consideration of discrete items.

103

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

The following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial Inc. common shareholders, the most comparable U.S. GAAP measure.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc common shareholders	$	1,204	$	3,263	$	(293)	$	5,457
Add: dividends on preferred stock	13		—		13		—
Add: income tax expense (benefit)	245		845		(313)		1,233
Pretax income (loss) attributable to Jackson Financial Inc	1,462		4,108		(593)		6,690
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves	(781)		(765)		(1,561)		(1,529)
Net movement in freestanding derivatives	1,911		(2,847)		4,423		(1,371)
Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Net reserve and embedded derivative movements	194		—		383		40
Amortization of DAC associated with non-operating items at date of transition to LDTI	149		166		302		339
Assumption changes	—		—		—		—
Total guaranteed benefits and net hedging results	(1,097)		(2,262)		803		(3,244)
Net realized investment (gains) losses	40		(5)		108		125
Net realized investment (gains) losses on funds withheld assets	134		(1,077)		807		(2,105)
Net investment income on funds withheld assets	(252)		(364)		(559)		(624)
Loss on funds withheld reinsurance transaction	—		—		—		—
Other items	18		64		41		67
Total non-operating adjustments	(1,157)		(3,644)		1,200		(5,781)
Pretax adjusted operating earnings	305		464		607		909
Less: operating income tax expense (benefit)	9		57		40		125
Adjusted operating earnings before dividends on preferred stock	296		407		567		784
Less: dividends on preferred stock	13		—		13		—
Adjusted operating earnings	$	283	$	407	$	554	$	784

Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders

104

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(in millions)
Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204		$	3,263		$	(293)		$	5,457
Adjusted Operating Earnings	283			407			554			784

Total shareholders' equity	$	8,652		$	9,706		$	8,652		$	9,706
Less: Preferred stock	533			—			533			—
Total common shareholders' equity	8,119			9,706			8,119			9,706

Adjustments to total common shareholders’ equity:


Exclude AOCI attributable to Jackson Financial Inc. (1)	1,435			62			1,435			62
Adjusted Book Value Attributable to Common Shareholders	$	9,554		$	9,768		$	9,554		$	9,768

ROE Attributable to Common Shareholders	59.4		%	145.8		%	(7.1)		%	128.2		%
Adjusted Operating ROE Attributable to Common Shareholders on average equity	12.5		%	18.7		%	11.8		%	19.6		%

(1) Excludes $(1,930) million and $(1,677) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2023 and 2022, respectively, are not attributable to Jackson Financial Inc. and are therefore not included as an adjustment to total shareholders’ equity in the reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity.

105

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Consolidated Results of Operations


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Revenues
Fee income	$	1,913	$	1,934	$	3,801	$	3,946
Premiums	52		32		77		69
Net investment income:
Net investment income excluding funds withheld assets	420		328		835		758
Net investment income on funds withheld assets	252		364		559		624
Total net investment income	672		692		1,394		1,382
Net gains (losses) on derivatives and investments:
Net gains (losses) on derivatives and investments	(2,112)		2,938		(4,838)		1,372
Net gains (losses) on funds withheld reinsurance treaties	(134)		1,077		(807)		2,105
Total net gains (losses) on derivatives and investments	(2,246)		4,015		(5,645)		3,477
Other income	19		21		34		41
Total revenues	410		6,694		(339)		8,915

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	241		274		469		574
(Gain) loss from updating future policy benefits cash flow assumptions, net	10		14		24		29
Market risk benefits (gains) losses, net	(2,570)		1,184		(2,744)		(723)
Interest credited on other contract holder funds, net of deferrals and amortization	295		209		580		406
Interest expense	58		24		101		44
Operating costs and other expenses, net of deferrals	620		543		1,236		1,209

Amortization of deferred acquisition costs	291		307		584		624
Total benefits and expenses	(1,055)		2,555		250		2,163
Pretax income (loss)	1,465		4,139		(589)		6,752
Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss)	1,220		3,294		(276)		5,519
Less: Net income (loss) attributable to noncontrolling interests	3		31		4		62
Net income (loss) attributable to Jackson Financial Inc.	1,217		3,263		(280)		5,457
Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc. common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

106

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022

Pretax Income (Loss)

Our pretax income (loss) decreased by $2,674 million to $1,465 million for the three months ended June 30, 2023, from $4,139 million for the three months ended June 30, 2022 primarily due to:

•$6,261 million decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:


	Three Months Ended June 30,
	2023		2022		Variance
	(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	$	(40)	$	5	$	(45)

Net gains (losses) on freestanding derivatives	(1,952)		2,869		(4,821)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(120)		64		(184)
Net gains (losses) on derivative instruments	(2,072)		2,933		(5,005)
Net gains (losses) on funds withheld reinsurance	(134)		1,077		(1,211)
Total net gains (losses) on derivatives and investments	$	(2,246)	$	4,015	$	(6,261)

◦Freestanding derivative losses from our equity derivatives during the three months ended June 30, 2023 primarily driven by market increases in 2023, compared to decreases in the prior year.

•$34 million higher interest expense incurred during the three months ended June 30, 2023 primarily related to interest on our repurchase agreements and other short-term borrowings;

These decreases were partially offset by:

Income Taxes

107

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Pretax Income (Loss)

Our pretax income (loss) decreased by $7,341 million to $(589) million for the six months ended June 30, 2023, from $6,752 million for the six months ended June 30, 2022 primarily due to:

•$9,122 million decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:


	Six Months Ended June 30,
	2023		2022		Variance
	(in millions)
Net gains (losses) excluding derivatives and funds withheld assets	$	(108)	$	(125)	$	17

Net gains (losses) on freestanding derivatives	(4,501)		1,429		(5,930)
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance)	(229)		68		(297)
Net gains (losses) on derivative instruments	(4,730)		1,497		(6,227)
Net gains (losses) on funds withheld reinsurance	(807)		2,105		(2,912)
Total net gains (losses) on derivatives and investments	$	(5,645)	$	3,477	$	(9,122)

•$145 million decrease in fee income primarily due to lower average separate account values compared to prior year;

•$57 million higher interest expense incurred during 2023 primarily related to interest on our senior notes, repurchase agreements and other short-term borrowings; and

These decreases were partially offset by:

Income Taxes

108

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Segment Results of Operations

Pretax Adjusted Operating Earnings by Segment

The following table summarizes pretax adjusted operating earnings (non-GAAP) from the Company's business segment operations and also provides a reconciliation of the segment measure to net income on a consolidated GAAP basis. Also, see Note 3 of the Notes to Condensed Consolidated Financial Statements for further information regarding the calculation of pretax adjusted operating earnings:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Pretax Adjusted Operating Earnings by Segment:
Retail Annuities	$	328	$	425	$	684	$	850
Institutional Products	17		19		26		42
Closed Life and Annuity Blocks	7		12		(13)		3
Corporate and Other	(47)		8		(90)		14
Pretax Adjusted Operating Earnings	305		464		607		909
Non-operating adjustments income (loss):
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves	781		765		1,561		1,529
Net movement in freestanding derivatives	(1,911)		2,847		(4,423)		1,371
Market risk benefits gains (losses), net	2,570		(1,184)		2,744		723
Net reserve and embedded derivative movements	(194)		—		(383)		(40)
Amortization of DAC associated with non-operating items at date of transition to LDTI	(149)		(166)		(302)		(339)

Total guaranteed benefits and hedging results	1,097		2,262		(803)		3,244
Net realized investment gains (losses)	(40)		5		(108)		(125)
Net realized investment gains (losses) on funds withheld assets	(134)		1,077		(807)		2,105

Net investment income on funds withheld assets	252		364		559		624
Other items	(18)		(64)		(41)		(67)
Total pre-tax reconciling items	1,157		3,644		(1,200)		5,781
Pretax income (loss) attributable to Jackson Financial Inc	1,462		4,108		(593)		6,690
Income tax expense (benefit)	245		845		(313)		1,233
Net income (loss) attributable to Jackson Financial Inc	1,217		3,263		(280)		5,457
Less: Dividends on preferred stock	13		—		13		—
Net income (loss) attributable to Jackson Financial Inc common shareholders	$	1,204	$	3,263	$	(293)	$	5,457

109

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Retail Annuities

The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Retail Annuities segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Retail Annuities:
Operating Revenues
Fee income	$	1,002	$	1,034	$	1,977	$	2,142
Premiums	6		—		10		3
Net investment income	130		113		266		227
Income (loss) on operating derivatives	(12)		7		(22)		18
Other income	10		11		19		22
Total Operating Revenues	1,136		1,165		2,250		2,412

Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	12		16		(3)		48
(Gain) loss from updating future policy benefits cash flow assumptions, net	—		1		(2)		(2)
Interest credited on other contract holder funds, net of deferrals and amortization	96		61		194		118
Interest expense	32		6		49		11
Operating costs and other expenses, net of deferrals	529		515		1,051		1,107
Amortization of deferred acquisition costs	139		141		277		280
Total Operating Benefits and Expenses	808		740		1,566		1,562

Pretax Adjusted Operating Earnings	$	328	$	425	$	684	$	850

The following table summarizes a roll-forward of activity affecting account value for our Retail Annuities segment for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Retail Annuities Account Value:
Balance as of beginning of period	$	218,770	$	242,951	$	209,967	$	260,135
Premiums and deposits	3,154		4,210		6,351		9,062
Surrenders, withdrawals, and benefits	(4,631)		(4,026)		(9,053)		(8,697)
Net flows	(1,477)		184		(2,702)		365
Investment performance	10,483		(33,310)		21,011		(50,037)
Change in value of equity option	117		(63)		225		(67)
Interest credited	96		60		195		116
Policy charges and other	(723)		(691)		(1,430)		(1,381)
Balance as of end of period, net of ceded reinsurance	227,266		209,131		227,266		209,131
Ceded reinsurance	20,093		23,921		20,093		23,921
Balance as of end of period, gross of reinsurance	$	247,359	$	233,052	$	247,359	$	233,052

110

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $97 million to $328 million for the three months ended June 30, 2023 from $425 million for the three months ended June 30, 2022 primarily due to:

•$32 million decrease in fee income primarily due to lower average separate account values compared to prior year;

•$26 million increase in interest expense incurred in the current year primarily related to interest on our repurchase agreements and other short-term borrowings;

•$19 million decrease in income (loss) on operating derivatives primarily due to the increase in floating rates in 2023;

•$18 million decrease in spread income primarily due to $35 million higher interest credited driven by resetting minimum interest crediting rates on variable annuity fixed rate options in the first quarter of 2023, partially offset by $17 million higher investment income; and

•$14 million increase in operating costs and other expenses, net of deferrals, primarily due to an increase in incentive compensation and deferred compensation expenses in 2023.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $166 million to $684 million for the six months ended June 30, 2023 from $850 million for the six months ended June 30, 2022 primarily due to:

•$165 million decrease in fee income primarily due to lower average separate account values compared to prior year;

•$40 million decrease in income on operating derivatives primarily due to the increase in floating rates during 2023;

•$38 million increase in interest expense incurred in the current year primarily related to interest on our repurchase agreements and other short-term borrowings; and

•$37 million decrease in spread income primarily due to $76 million higher interest credited driven by resetting minimum interest crediting rates on variable annuity fixed rate options in the first quarter of 2023, partially offset by $39 million higher investment income.

These decreases were partially offset by:

•$56 million decrease in operating costs and other expenses, net of deferrals, primarily due to lower asset-based non-deferrable commissions and lower sub-advisor expenses due to lower account values during 2023, partially offset by an increase in deferred compensation expenses in 2023; and

•$51 million decrease in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to lower other policyholder benefits in 2023.

Account Value

Retail annuities account value, net of reinsurance, increased $18.1 billion between periods primarily due to positive variable annuity separate account returns driven by favorable market performance in 2023, as well as positive RILA net flows over the period.

111

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Institutional Products

The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Institutional Products segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Institutional Products:
Operating Revenues
Net investment income	$	119	$	72	$	221	$	136
Income (loss) on operating derivatives	(13)		(4)		(25)		(5)

Total Operating Revenues	106		68		196		131

Operating Benefits and Expenses
Interest credited on other contract holder funds, net of deferrals and amortization	84		47		160		86
Interest expense	4		—		8		—
Operating costs and other expenses, net of deferrals	1		2		2		3
Total Operating Benefits and Expenses	89		49		170		89

Pretax Adjusted Operating Earnings	$	17	$	19	$	26	$	42

The following table summarizes a roll-forward of activity affecting account value for our Institutional Products segment for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Institutional Products:
Balance as of beginning of period	$	8,691	$	9,173	$	9,019	$	8,830
Premiums and deposits	304		201		953		1,176
Surrenders, withdrawals, and benefits	(204)		(868)		(1,244)		(1,527)
Net flows	100		(667)		(291)		(351)
Credited Interest	84		47		160		86
Policy Charges and other	12		(70)		(1)		(82)
Balance as of end of period	$	8,887	$	8,483	$	8,887	$	8,483

Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $2 million to $17 million for the three months ended June 30, 2023 from $19 million for the three months ended June 30, 2022 primarily due to increased interest credited on contract holder funds due to higher crediting rates on new business and increased losses on operating derivatives, partially offset by higher investment income.

112

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $16 million to $26 million for the six months ended June 30, 2023 from $42 million for the six months ended June 30, 2022 primarily due to increased interest credited on contract holder funds due to higher crediting rates on new business and increased losses on operating derivatives, partially offset by higher investment income.

Account Value

Institutional product account value ~~decreased~~increased from ~~$8,839~~$8,483 million at ~~September~~June 30, ~~2021~~2022 to ~~$8,358~~$8,887 million at ~~September~~June 30, ~~2022.~~2023. The ~~decline~~increase in account value was driven by new issuances, partially offset by continued maturities of the existing contracts and funding ~~agreements, partially offset by new issuances in 2022.~~agreements.

Closed Life and Annuity Blocks

The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings ~~(non-GAAP)~~ results for our Closed Block Life and Annuity Blocks segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this ~~Report.~~report:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Closed Life and Annuity Blocks:
Operating Revenues
Fee income $ 118 $ 123 $ 358 $ 371
Premiums 36 39 108 110
Net investment income 166 245 522 723
Income (loss) on operating derivatives 7 18 35 56
Other income 8 7 25 29
Total Operating Revenues 335 432 1,048 1,289
Operating Benefits and Expenses
Death, other policy benefits and change in policy
reserves, net of deferrals 176 216 636 629
Interest credited on other contract holder funds, net of
deferrals and amortization 101 106 300 315
Operating costs and other expenses, net of deferrals 22 38 74 131
Amortization of deferred acquisition costs 3 4 7 11
Total Operating Benefits and Expenses 302 364 1,017 1,086
Pretax Adjusted Operating Earnings $ 33 $ 68 $ 31 $ 203

~~Three Months Ended September 30, 2022 compared to Three Months Ended September 30, 2021~~

~~Pretax Adjusted Operating Earnings~~

~~Pretax adjusted operating earnings decreased $35 million to $33 million for the three months ended September 30, 2022 from $68 million for the three months ended September 30, 2021 primarily due to:~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Closed Life and Annuity Blocks:
Operating Revenues
Fee income	$	116	$	119	$	233	$	240
Premiums	49		35		72		72
Net investment income	175		167		352		356
Income (loss) on operating derivatives	(14)		13		(24)		28
Other income	6		9		10		17
Total Operating Revenues	332		343		643		713

Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	154		194		317		419
(Gain) loss from updating future policy benefits cash flow assumptions, net	11		14		27		32
Interest credited on other contract holder funds, net of deferrals and amortization	115		101		226		202
Operating costs and other expenses, net of deferrals	42		19		81		51
Amortization of deferred acquisition costs	3		3		5		6
Total Operating Benefits and Expenses	325		331		656		710

Pretax Adjusted Operating Earnings	$	7	$	12	$	(13)	$	3

•~~$79 million decrease in net investment income primarily due to lower levels of investment income on private equity and other limited partnership investments, when compared to the same period in 2021.~~

99113

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

~~This decrease was partially offset by:~~

•~~$40 million decrease in death, other policy benefits and change in policy reserves, net of deferrals, primarily due to lower death claims.~~

~~Nine~~Three Months Ended ~~September~~June 30, ~~2022~~2023 compared to ~~Nine~~Three Months Ended ~~September~~June 30, ~~2021~~2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased ~~$172~~$5 million to ~~$31~~$7 million for the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 from ~~$203~~$12 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 primarily due to:

•$~~201~~27 million decrease in ~~net investment~~ income on operating derivatives primarily due to ~~lower levels of investment income on private equity~~the increase in floating rates during 2023; and ~~other limited partnership investments, when compared to the same period in 2021.~~

~~This decrease was partially offset by:~~

•$5723 million ~~decrease~~increase in operating costs and other expenses, net of deferrals, primarily due to an increase in incentive compensation and deferred compensation expenses in ~~2022.~~2023.

These decreases were partially offset by:

•$43 million decrease in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating actual benefit cash flows used in the net premium ratio, partially offset by a $25 million increase in our allowance for reinsurance credit losses related to a specific reinsurer which was recently ordered into liquidation.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $16 million to $(13) million for the six months ended June 30, 2023 from $3 million for the six months ended June 30, 2022 primarily due to:

•$52 million decrease in income on operating derivatives primarily due to the increase in floating rates during 2023; and

•$30 million increase in operating costs and other expenses, net of deferrals, primarily due to an increase in deferred compensation expenses in 2023; and

•$24 million increase in interest credited related to persistency bonuses in 2023.

These decreases were partially offset by:

•$107 million decrease in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating actual benefit cash flows used in the net premium ratio, partially offset by a $25 million increase in our allowance for reinsurance credit losses related to a specific reinsurer which was recently ordered into liquidation.

114

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Corporate and Other

Corporate and Other includes the operations of PPM Holdings, Inc., the holding company of PPM, and unallocated corporate revenue and expenses, as well as certain eliminations and consolidation adjustments. The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings ~~(non-GAAP)~~ results for Corporate and Other. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this ~~Report.~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in millions)
Corporate and Other:
Operating Revenues
Fee income $ 13 $ 15 $ 43 $ 49
Net investment income 22 (23) 65 9
Income (loss) on operating derivatives 2 8 20 20
Other income — (2) 2 6
Total Operating Revenues 37 (2) 130 84
Operating Benefits and Expenses
Interest expense 21 2 54 2
Operating costs and other expenses, net of deferrals 28 31 74 111
Amortization of deferred acquisition costs 1 10 18 25
Total Operating Benefits and Expenses 50 43 146 138
Pretax Adjusted Operating Earnings $ (13) $ (45) $ (16) $ (54)

report:

~~100~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in millions)
Corporate and Other:
Operating Revenues
Fee income	$	13	$	14	$	26	$	30
Net investment income	11		9		33		43
Income (loss) on operating derivatives	(4)		8		(8)		18
Other income	3		1		5		2
Total Operating Revenues	23		32		56		93

Operating Benefits and Expenses
Interest expense	22		18		44		33
Operating costs and other expenses, net of deferrals	48		6		102		46

Total Operating Benefits and Expenses	70		24		146		79

Pretax Adjusted Operating Earnings	$	(47)	$	8	$	(90)	$	14

~~Item 2 |~~
~~Management’s Discussion and Analysis | Segment Results of Operations~~

Three Months Ended ~~September~~June 30, ~~2022~~2023 compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings ~~increased $32~~decreased $55 million to ~~$(13)~~$(47) million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$(45)~~$8 million for the three months ended ~~September~~June 30, ~~2021~~2022 primarily due to the following:

•$4542 million increase in operating costs and other expenses, net ~~investment income~~of deferrals, primarily due to ~~higher net investment income resulting from higher levels of capital, as the investment~~an increase in incentive compensation and deferred compensation expenses in 2023; and

•$12 million decrease in income on ~~that excess capital remains~~operating derivatives primarily due to the increase in ~~the Corporate and Other segment.~~floating rates in 2023.

~~This increase was partially offset by:~~

•~~$19 million higher interest expense incurred in the current year primarily related to our Senior Notes, which refinanced our term loan facilities.~~

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings ~~increased $38~~decreased $104 million to ~~$(16)~~$(90) million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$(54)~~$14 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 primarily due to the following:

•$56 million increase in net investment income primarily due to higher net investment income resulting from an increased excess capital position, as the investment income on that excess capital remains in the Corporate and Other segment; and

•~~$37 million decrease in~~ operating costs and other expenses, net of deferrals, primarily due toan increase in deferred compensation expenses in ~~2022.~~

~~This increase was partially offset by:~~

2023; and

•$5226 million decrease in income on operating derivatives primarily due to the increase in floating rates in 2023.

•$11 million higher interest expense incurred in the current year primarily related to our senior notes.

115

Item 2 | Management’s Discussion and Analysis | Investments

Investments

Our investment portfolio primarily consists of fixed-income securities and loans, primarily publicly-traded corporate and government bonds, private securities and loans, asset-backed securities and mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The fair value of these and our other invested assets fluctuates depending on market and other general economic conditions and the interest rate environment and could be adversely impacted by other economic factors.

Investment Strategy

Our overall investment strategy is to maintain a diversified and largely investment grade fixed income portfolio that is capital efficient, achieves risk-adjusted returns that support competitive pricing for our products, generates profitable growth of our business and maintains adequate liquidity to support our obligations. The investments within our investment portfolio are primarily managed by PPM, our wholly-owned registered investment advisor. Our investment strategy benefits from PPM’s ability to originate investments directly, as well as participate in transactions originated by banks, investment banks, commercial finance companies and other intermediaries. Certain investments held in funds withheld accounts for reinsurance transactions are managed by Apollo Insurance Solutions Group LP ("Apollo"), an Athene affiliate, see Note 8 - Reinsurance of Notes to Condensed Consolidated Financial Statements for further details. We may also use other third-party investment managers for certain niche asset classes. As of ~~September~~June 30, ~~2022,~~2023, Apollo managed ~~$21~~$17.9 billion of cash and investments and other third-party investment managers ~~represented~~managed approximately ~~$191~~$208 million of investments.

~~101~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

Our investment program seeks to generate a competitive rate of return on our invested assets to support the profitable growth of our business, while maintaining investment portfolio allocations within the ~~company’s~~Company’s risk tolerance. This means maximizing risk-adjusted return within the context of a largely fixed income portfolio while also managing exposure to downside risk in a stressed environment, regulatory and rating agency capital models, overall portfolio yield, diversification and correlation with other investments and company exposures.

Our Investment Committee has specified a target strategic asset allocation (“SAA”) that is designed to deliver the highest expected return within a defined risk tolerance while meeting other important objectives such as those mentioned in the prior paragraph. The fixed income portion of the SAA is assessed relative to a customized index of public corporate bonds that represents a close approximation of the maturity profile of our liabilities and a credit quality mix that is consistent with our risk tolerance. PPM’s objective is to outperform this index on a number of measures including portfolio yield, total return and capital loss due to downgrades and defaults. While PPM has access to a broad universe of potential investments, we believe grounding the investment program with a customized public corporate index that can be easily tracked and monitored helps guide PPM in meeting the risk and return expectations and assists with performance evaluation.

Recognizing the trade-offs between the level of risk, required capital, liquidity and investment return, the largest allocation within our investment portfolio is to investment grade fixed income securities. As previously mentioned, our investment manager accesses a broad universe of potential investments to construct the investment portfolio and considers the benefits of diversification across various sectors, collateral types and asset classes. To this end, our SAA and investment portfolio includes allocations to public and private corporate bonds (both investment grade and high yield), mortgage loans, structured securities, private equity and U.S. Treasury securities. These U.S. Treasury securities, while lower yielding than other alternatives, provide a higher level of liquidity and play a role in managing our interest rate exposure.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total investments of ~~$65.9~~$64.3 billion and ~~$74.2~~$65.9 billion, respectively.

116

Item 2 | Management’s Discussion and Analysis | Investments

Portfolio Composition

The following table summarizes the carrying values of our investments:


		September 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
		Investments excluding Funds Withheld		Funds Withheld		Total		Investments excluding Funds Withheld		Funds Withheld		Total			Investments excluding Funds Withheld		Funds Withheld		Total		Investments excluding Funds Withheld		Funds Withheld		Total
		(in millions)													(in millions)
Debt Securities, available-for-sale, net of allowance for credit losses	Debt Securities, available-for-sale, net of allowance for credit losses	$	27,762	$	13,919	$	41,681	$	32,453	$	19,094	$	51,547	Debt Securities, available-for-sale, net of allowance for credit losses	$	29,978	$	12,085	$	42,063	$	28,867	$	13,622	$	42,489
Debt Securities, at fair value under fair value option	Debt Securities, at fair value under fair value option	1,966		158		2,124		1,547		164		1,711		Debt Securities, at fair value under fair value option	2,049		161		2,210		2,014		159		2,173
Debt securities, trading, at fair value	Debt securities, trading, at fair value	102		—		102		117		—		117		Debt securities, trading, at fair value	101		—		101		100		—		100
Equity securities, at fair value	Equity securities, at fair value	150		84		234		163		116		279		Equity securities, at fair value	119		148		267		316		77		393
Mortgage loans, net of allowance for credit losses	Mortgage loans, net of allowance for credit losses	6,877		4,346		11,223		6,743		4,739		11,482		Mortgage loans, net of allowance for credit losses	7,001		3,302		10,303		6,840		4,127		10,967
Mortgage loans, at fair value under fair value option	Mortgage loans, at fair value under fair value option	—		508		508		—		—		—		Mortgage loans, at fair value under fair value option	—		509		509		—		582		582
Policy loans	Policy loans	946		3,500		4,446		992		3,483		4,475		Policy loans	930		3,451		4,381		942		3,435		4,377
Freestanding derivative instruments	Freestanding derivative instruments	1,807		143		1,950		1,375		42		1,417		Freestanding derivative instruments	912		34		946		1,192		78		1,270
Other invested assets	Other invested assets	2,753		869		3,622		2,484		715		3,199		Other invested assets	2,865		638		3,503		2,802		793		3,595
Total investments	Total investments	$	42,363	$	23,527	$	65,890	$	45,874	$	28,353	$	74,227	Total investments	$	43,955	$	20,328	$	64,283	$	43,073	$	22,873	$	65,946

Available-for-sale debt securities decreased to ~~$41,681~~$42,063 million at ~~September~~June 30, ~~2022~~2023 from ~~$51,547~~$42,489 million at December 31, ~~2021,~~2022, primarily due to ~~a decrease~~an increase in net unrealized ~~gain.~~losses. The amortized cost of available-for-sale debt securities ~~available-for-sale,~~ decreased from ~~$51,206~~$48,798 million as of December 31, ~~2021~~2022 to ~~$51,094~~$47,872 million as of ~~September~~June 30, ~~2022.~~2023. Further, net unrealized ~~gains on these assets decreased from a net unrealized gain of $2,178~~losses were $6,286 million as of December 31, ~~2021~~2022 compared to ~~a net unrealized loss of $7,156~~$5,792 million as of ~~September~~June 30, ~~2022.~~2023.

~~102~~

~~Item 2 |~~
~~Management’s Discussion and Analysis | Investments~~

Other Invested Assets

In Other invested assets decreased to $3,503 million at June ~~2021, we entered into an arrangement to sell $420~~30, 2023 from $3,595 million of limited partnership investments, of which $236 million and $168 million were sold in the second and third quarter of 2021, respectively, and the remainder was sold in January 2022. We expect to reinvest in new LPs as attractive opportunities become available. The increase in Other Invested Assets fromat December 31, ~~2021~~2022, primarily due to ~~September 30, 2022~~ ~~primarily resulted from the increased valuations~~a sale of limited ~~partnership investments.~~partnerships in the funds withheld portfolio.

Debt Securities

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the amortized cost, allowance for credit loss, gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):

September 30, 2022 Amortized
Cost Allowance for Credit Loss Gross
Unrealized
Gains Gross Unrealized
Losses Fair
Value
U.S. government securities $ 5,064 $ — $ — $ 1,008 $ 4,056
Other government securities 1,712 3 2 262 1,449
Corporate securities
Utilities 5,901 — 19 811 5,109
Energy 3,083 18 5 476 2,594
Banking 2,097 — 1 287 1,811
Healthcare 3,084 — 6 497 2,593
Finance/Insurance 4,632 4 2 714 3,916
Technology/Telecom 2,413 1 — 356 2,056
Consumer goods 2,463 — 3 444 2,022
Industrial 1,734 — 6 213 1,527
Capital goods 2,137 — 1 253 1,885
Real estate 1,690 — — 248 1,442
Media 1,277 — 1 199 1,079
Transportation 1,647 — 1 239 1,409
Retail 1,352 — 3 207 1,148
Other (1)
2,139 — 1 227 1,913
Total Corporate Securities 35,649 23 49 5,171 30,504
Residential mortgage-backed 492 5 20 52 455
Commercial mortgage-backed 1,818 — — 173 1,645
Other asset-backed securities 6,359 — 9 570 5,798
Total Debt Securities $ 51,094 $ 31 $ 80 $ 7,236 $ 43,907
(1) No single remaining industry exceeds 3% of the portfolio.

~~103~~117

Item 2 | Management’s Discussion and Analysis | Investments


December 31, 2021		Amortized Cost		Allowance for Credit Loss		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2023												June 30, 2023	Amortized Cost		Allowance for Credit Loss		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government securities	U.S. government securities	$	4,525	$	—	$	97	$	301	$	4,321	U.S. government securities	$	5,630	$	—	$	—	$	961	$	4,669
Other government securities	Other government securities	1,489		—		147		17		1,619		Other government securities	1,685		3		1		221		1,462
Corporate securities	Corporate securities											Corporate securities
Utilities	Utilities	6,069		—		671		25		6,715		Utilities	5,974		—		26		669		5,331
Energy	Energy	2,872		—		222		16		3,078		Energy	3,061		1		8		349		2,719
Banking	Banking	1,944		—		79		10		2,013		Banking	2,179		1		2		220		1,960
Healthcare	Healthcare	3,196		—		175		21		3,350		Healthcare	3,184		—		9		407		2,786
Finance/Insurance	Finance/Insurance	4,299		—		228		47		4,480		Finance/Insurance	4,457		4		8		568		3,893
Technology/Telecom	Technology/Telecom	2,376		—		123		26		2,473		Technology/Telecom	2,369		1		5		264		2,109
Consumer goods	Consumer goods	2,525		—		123		38		2,610		Consumer goods	2,578		—		13		350		2,241
Industrial	Industrial	1,996		—		118		10		2,104		Industrial	1,755		—		8		156		1,607
Capital goods	Capital goods	2,206		—		134		8		2,332		Capital goods	2,054		—		4		177		1,881
Real estate	Real estate	1,805		—		82		11		1,876		Real estate	1,665		—		1		217		1,449
Media	Media	1,187		—		84		19		1,252		Media	1,233		—		2		155		1,080
Transportation	Transportation	1,789		—		105		13		1,881		Transportation	1,469		—		1		199		1,271
Retail	Retail	1,289		—		75		13		1,351		Retail	1,292		—		4		162		1,134
Other (1)	Other (1)	2,217		—		134		5		2,346		Other (1)	2,127		—		3		163		1,967
Total Corporate Securities	Total Corporate Securities	35,770		—		2,353		262		37,861		Total Corporate Securities	35,397		7		94		4,056		31,428
Residential mortgage-backed	Residential mortgage-backed	528		2		46		3		569		Residential mortgage-backed	456		6		12		52		410
Commercial mortgage-backed	Commercial mortgage-backed	1,968		—		76		6		2,038		Commercial mortgage-backed	1,676		—		—		185		1,491
Other asset-backed securities	Other asset-backed securities	6,926		7		71		23		6,967		Other asset-backed securities	5,338		—		12		436		4,914
Total Debt Securities	Total Debt Securities	$	51,206	$	9	$	2,790	$	612	$	53,375	Total Debt Securities	$	50,182	$	16	$	119	$	5,911	$	44,374

(1) No single remaining industry exceeds 3% of the portfolio.	(1) No single remaining industry exceeds 3% of the portfolio.											(1) No single remaining industry exceeds 3% of the portfolio.

~~Debt Securities Credit Quality~~


December 31, 2022	Amortized Cost		Allowance for Credit Loss		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government securities	$	6,192	$	—	$	1	$	1,008	$	5,185
Other government securities	1,719		2		1		251		1,467
Corporate securities
Utilities	5,893		—		27		695		5,225
Energy	3,006		10		7		390		2,613
Banking	1,994		—		2		234		1,762
Healthcare	2,956		—		8		439		2,525
Finance/Insurance	4,497		4		8		621		3,880
Technology/Telecom	2,333		1		2		296		2,038
Consumer goods	2,463		—		10		378		2,095
Industrial	1,675		—		8		173		1,510
Capital goods	1,982		—		3		196		1,789
Real estate	1,723		—		1		225		1,499
Media	1,230		—		1		175		1,056
Transportation	1,576		—		3		214		1,365
Retail	1,312		—		5		182		1,135
Other (1)	2,056		—		1		178		1,879
Total Corporate Securities	34,696		15		86		4,396		30,371
Residential mortgage-backed	510		6		19		59		464
Commercial mortgage-backed	1,821		—		—		183		1,638
Other asset-backed securities	6,133		—		8		504		5,637
Total Debt Securities	$	51,071	$	23	$	115	$	6,401	$	44,762

(1) No single remaining industry exceeds 3% of the portfolio.

The following tables set forth the composition of the fair value of debt securities, including both those held as available-for-sale and for trading, as classified by rating categories as assigned by nationally recognized statistical rating organizations (“NRSRO”), the NAIC or, if not rated by such organizations, our consolidated investment advisor, PPM. The Company uses the second lowest rating by an NRSRO when NRSRO ratings are not equivalent and, for purposes of the table, if not otherwise rated by a NRSRO, the NAIC rating of a security is converted to an equivalent NRSRO-style rating.

Percent of Total Debt
Securities Carrying Value
September 30, December 31,
Investment Rating 2022 2021
AAA 15.3 % 14.5 %
AA 8.8 % 9.6 %
A 29.9 % 28.5 %
BBB 38.2 % 40.9 %
Investment grade 92.2 % 93.5 %
BB 4.0 % 3.6 %
B and below 3.8 % 2.9 %
Below investment grade 7.8 % 6.5 %
Total debt securities 100.0 % 100.0 %

~~104~~118

Item 2 | Management’s Discussion and Analysis | Investments

~~Unrealized Losses~~

The following tables summarize the amount of gross unrealized losses, fair value and the number of securities aggregated by investment category and length of time that individual debt securities have been in a continuous loss position (in millions):

September 30, 2022 December 31, 2021
Less than 12 months Less than 12 months
Gross Fair
Value Gross Fair
Value
Unrealized # of Unrealized # of
Losses securities Losses securities
U.S. government securities $ 276 $ 2,260 41 $ 2 $ 107 16
Other government securities 256 1,371 154 17 252 23
Public utilities 659 4,476 530 17 721 93
Corporate securities 3,217 19,878 2,649 180 6,343 728
Residential mortgage-backed 40 293 217 3 174 109
Commercial mortgage-backed 146 1,537 192 5 314 37
Other asset-backed securities 519 4,912 610 22 3,224 338
Total temporarily impaired securities $ 5,113 $ 34,727 4,393 $ 246 $ 11,135 1,344
12 months or longer 12 months or longer
Gross Fair
Value Gross Fair
Value
Unrealized # of Unrealized # of
Losses securities Losses securities
U.S. government securities $ 732 $ 1,634 8 $ 299 $ 3,190 7
Other government securities 6 47 10 — 4 2
Public utilities 152 336 55 7 99 8
Corporate securities 1,143 2,704 396 58 661 69
Residential mortgage-backed 12 71 75 — 11 12
Commercial mortgage-backed 27 95 16 1 30 3
Other asset-backed securities 51 309 41 1 11 3
Total temporarily impaired securities $ 2,123 $ 5,196 601 $ 366 $ 4,006 104
Total Total
Gross Fair
Value Gross Fair
Value
Unrealized # of Unrealized # of
Losses
securities (1)
Losses
securities (1)
U.S. government securities $ 1,008 $ 3,894 43 $ 301 $ 3,297 23
Other government securities 262 1,418 164 17 256 25
Public utilities 811 4,812 575 24 820 101
Corporate securities 4,360 22,582 2,936 238 7,004 797
Residential mortgage-backed 52 364 292 3 185 121
Commercial mortgage-backed 173 1,632 207 6 344 40
Other asset-backed securities 570 5,221 651 23 3,235 341
Total temporarily impaired securities $ 7,236 $ 39,923 4,868 $ 612 $ 15,141 1,448

~~(1)~~ ~~Certain securities contain multiple lots and fit the criteria of both aging groups.~~

The increase in rates on U.S. Treasury securities and the widening credit spreads of investment grade corporate securities resulted in the reduction in fair values and increase in unrealized losses during the nine months ended September 30, 2022. Of the $6,624 million total increase in unrealized losses and the $24,782 million additional fair value on securities with an associated unrealized loss, $2,784 million and $5,219 million, respectively, are associated with assets subject to funds withheld agreements.

~~105~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

Evaluation of Available-For-Sale Debt Securities

See Note 4 - Investments of Notes to Condensed Consolidated Financial Statements for information about how we evaluate our available-for-sale debt securities for credit loss.

~~The following table summarizes net gains (losses) on derivatives and investments (in millions):~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Available-for-sale securities
    Realized gains on sale $ 3 $ 28 $ 32 $ 149
    Realized losses on sale (57) (1) (298) (59)
    Credit loss income (expense) (6) (17) (5) (10)
Credit loss income (expense) on mortgage loans (5) 14 (2) 62
Other (1)
59 13 142 62
Net gains (losses) excluding derivatives and funds withheld assets (6) 37 (131) 204
Net gains (losses) on derivative instruments 870 (1,301) 4,362 (1,413)
Net gains (losses) on funds withheld reinsurance treaties 555 (115) 2,660 15
     Total net gains (losses) on derivatives and investments $ 1,419 $ (1,379) $ 6,891 $ (1,194)
(1) Includes the foreign currency gain or loss related to foreign denominated mortgage loans and trust instruments supporting funding agreements.

Equity Securities

Equity securities consist of investments in common and preferred stock holdings and mutual fund investments. Common and preferred stock investments generally arise out of previous private equity investments or other settlements rather than as direct investments. Mutual fund investments typically represent investments made in our own mutual funds to seed those structures for external issuance at a later date. The following table summarizes our holdings:


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
		(in millions)					(in millions)
Common Stock	Common Stock	$	92	$	78	Common Stock	$	72	$	82
Preferred Stock	Preferred Stock	116		168		Preferred Stock	176		133
Mutual Funds	Mutual Funds	26		33		Mutual Funds	19		178
Total	Total	$	234	$	279	Total	$	267	$	393

Mortgage Loans

Commercial mortgage loans of ~~$10.5~~$9.7 billion and ~~$10.5~~$10.2 billion at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, are reported net of an allowance for credit losses of ~~$76~~$154 million and ~~$85~~$91 million at each date, respectively. At ~~September~~June 30, ~~2022,~~2023, commercial mortgage loans were collateralized by properties located in 3837 states, the District of Columbia, and Europe. Residential mortgage loans of ~~$1,280 million~~$1.1 billion and ~~$939 million~~$1.3 billion at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, are reported net of an allowance for credit losses of $3$8 million and $9$4 million at each date, respectively. ~~Loans~~Residential mortgage loans were collateralized by properties located in 50 states, the District of Columbia, Mexico, and Europe.

The table below presents the carrying value, net of allowance of credit loss, of our mortgage loans by property type:


	June 30,		December 31,
	2023		2022
	(in millions)
Commercial:
Apartment	$	3,278	$	3,558
Hotel	933		1,015
Office	1,497		1,795
Retail	2,080		2,085
Warehouse	1,912		1,788
Total Commercial	$	9,700	$	10,241
Residential	1,112		1,308
Total	$	10,812	$	11,549

~~106~~

119

Item 2 | Management’s Discussion and Analysis | Investments

The table below presents the carrying value, net of allowance ~~of credit loss, of our mortgage loans by property type:~~

September 30, December 31,
2022 2021
(in millions)
Commercial:
Apartment $ 3,775 $ 3,755
Hotel 1,025 1,054
Office 1,885 1,889
Retail 2,093 2,104
Warehouse 1,673 1,741
Total Commercial $ 10,451 $ 10,543
Residential 1,280 939
Total $ 11,731 $ 11,482

~~The table below presents the carrying value, net of allowance~~ for credit loss, of our mortgage loans by region:


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
		(in millions)					(in millions)
United States:	United States:					United States:
East North Central	East North Central	$	1,166	$	1,184	East North Central	$	1,083	$	1,116
East South Central	East South Central	537		491		East South Central	526		546
Middle Atlantic	Middle Atlantic	1,624		1,558		Middle Atlantic	1,512		1,677
Mountain	Mountain	604		688		Mountain	522		627
New England	New England	475		452		New England	336		371
Pacific	Pacific	3,079		2,897		Pacific	2,586		2,850
South Atlantic	South Atlantic	2,220		2,295		South Atlantic	2,194		2,313
West North Central	West North Central	560		552		West North Central	586		572
West South Central	West South Central	953		829		West South Central	979		920
Total United States	Total United States	11,218		10,946		Total United States	10,324		10,992
Foreign	Foreign	513		536		Foreign	488		557
Total	Total	$	11,731	$	11,482	Total	$	10,812	$	11,549

~~107~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

The following table provides information about the credit quality of our mortgage loans:


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
		(in millions)					(in millions)
Commercial mortgage loans	Commercial mortgage loans					Commercial mortgage loans
Loan to value ratios:	Loan to value ratios:					Loan to value ratios:
Less than 70%	Less than 70%	$	9,738	$	9,819	Less than 70%	$	8,997	$	9,586
70% - 80%	70% - 80%	675		670		70% - 80%	457		424
80% - 100%	80% - 100%	29		44		80% - 100%	222		197
Greater than 100%	Greater than 100%	9		10		Greater than 100%	24		34
Total	Total	10,451		10,543		Total	9,700		10,241

Residential mortgage loans	Residential mortgage loans					Residential mortgage loans
Performing	Performing	1,207		727		Performing	1,042		1,230
Nonperforming (1)	Nonperforming (1)	73		212		Nonperforming (1)	70		78
Total	Total	1,280		939		Total	1,112		1,308

Total mortgage loans	Total mortgage loans	$	11,731	$	11,482	Total mortgage loans	$	10,812	$	11,549

(1) As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, includes ~~$48~~$28 million and ~~$202~~$41 million of loans purchased when the loans were greater than 90 days delinquent and ~~$14~~$9 million and $5$12 million of loans in process of foreclosure, respectively, and are supported with insurance or other guarantees provided by various governmental programs.

The following table provides a summary of the allowance for credit losses related to our mortgage loans:


		September 30,					June 30,
		2022		2021			2023		2022
		(in millions)					(in millions)
Balance at beginning of year	Balance at beginning of year	$	94	$	179	Balance at beginning of year	$	95	$	94

Provision (release)		(15)		(83)
Provision (release), net (1)						Provision (release), net (1)	67		(14)
Balance at end of period	Balance at end of period	$	79	$	96	Balance at end of period	$	162	$	80

(1) At June 30, 2023, the $82 million increase in the allowance for credit loss resulted primarily from two mezzanine loans experiencing stress around payoff, or refinance, of the loans for which the Company continues to assess options with the lending group and borrowers.

120

Item 2 | Management’s Discussion and Analysis | Investments

~~108~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

Derivative Instruments

The following table presents the aggregate contractual or notional amounts and the fair values of our freestanding and embedded derivatives instruments (in millions):


											June 30, 2023
		September 30, 2022
		Contractual/		Assets		Liabilities		Net			Contractual/		Assets		Liabilities		Net
		Notional		Fair		Fair		Fair Value			Notional		Fair		Fair		Fair Value
		Amount (1)		Value		Value		Asset (Liability)			Amount (1)		Value		Value		Asset (Liability)
Freestanding derivatives	Freestanding derivatives									Freestanding derivatives
Cross-currency swaps	Cross-currency swaps	$	1,825	$	92	$	166	$	(74)	Cross-currency swaps	$	1,854	$	108	$	143	$	(35)
Equity index call options	Equity index call options	15,500		27		—		27		Equity index call options	12,000		486		—		486
Equity index futures (2)	Equity index futures (2)	28,891		—		—		—		Equity index futures (2)	14,377		—		—		—
Equity index put options	Equity index put options	33,000		1,564		—		1,564		Equity index put options	41,500		283		—		283
Interest rate swaps	Interest rate swaps	7,728		4		238		(234)		Interest rate swaps	7,728		5		241		(236)
Interest rate swaps - cleared (2)		1,500		—		—		—

Put-swaptions	Put-swaptions	22,000		—		1,781		(1,781)		Put-swaptions	19,500		—		1,362		(1,362)
Interest rate futures (2)	Interest rate futures (2)	55,071		—		—		—		Interest rate futures (2)	37,339		—		—		—
Total return swaps	Total return swaps	739		80		—		80		Total return swaps	1,460		—		40		(40)
Total freestanding derivatives	Total freestanding derivatives	166,254		1,767		2,185		(418)		Total freestanding derivatives	135,758		882		1,786		(904)
Embedded derivatives	Embedded derivatives									Embedded derivatives
Variable annuity embedded derivatives (3)		N/A		484		—		484
Fixed index annuity embedded derivatives ~~(4)~~(3)	Fixed index annuity embedded derivatives ~~(4)~~(3)	N/A		—		967		(967)		Fixed index annuity embedded derivatives ~~(4)~~(3)	N/A		—		970		(970)
Registered index linked annuity embedded derivatives ~~(4)~~(3)	Registered index linked annuity embedded derivatives ~~(4)~~(3)	N/A		—		10		(10)		Registered index linked annuity embedded derivatives ~~(4)~~(3)	N/A		—		639		(639)
Total embedded derivatives	Total embedded derivatives	N/A		484		977		(493)		Total embedded derivatives	N/A		—		1,609		(1,609)
Derivatives related to funds withheld under reinsurance treaties	Derivatives related to funds withheld under reinsurance treaties									Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps	Cross-currency swaps	158		32		—		32		Cross-currency swaps	158		20		1		19
Cross-currency forwards	Cross-currency forwards	1,460		151		40		111		Cross-currency forwards	1,401		44		29		15
Funds withheld embedded derivative ~~(5)~~(4)	Funds withheld embedded derivative ~~(5)~~(4)	N/A		3,332		—		3,332		Funds withheld embedded derivative ~~(5)~~(4)	N/A		2,901		—		2,901
Total derivatives related to funds withheld under reinsurance treaties	Total derivatives related to funds withheld under reinsurance treaties	1,618		3,515		40		3,475		Total derivatives related to funds withheld under reinsurance treaties	1,559		2,965		30		2,935
Total	Total	$	167,872	$	5,766	$	3,202	$	2,564	Total	$	137,317	$	3,847	$	3,425	$	422

(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.

(3) Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The non-performance risk adjustment is included in the balance above.

(4) Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.

121

Item 2 | Management’s Discussion and Analysis | Investments


	December 31, 2022

	Contractual/		Assets		Liabilities		Net
	Notional		Fair		Fair		Fair Value
	Amount (1)		Value		Value		Asset (Liability)
Freestanding derivatives
Cross-currency swaps	$	1,825	$	73	$	104	$	(31)
Equity index call options	17,500		106		—		106
Equity index futures (2)	19,760		—		—		—
Equity index put options	30,500		958		—		958
Interest rate swaps	7,728		5		231		(226)
Interest rate swaps - cleared (2)	1,500		—		—		—
Put-swaptions	25,000		—		1,711		(1,711)
Interest rate futures (2)	105,261		—		—		—
Total return swaps	739		31		—		31
Total freestanding derivatives	209,813		1,173		2,046		(873)
Embedded derivatives
Fixed index annuity embedded derivatives (3)	N/A		—		931		(931)
Registered index linked annuity embedded derivatives (3)	N/A		—		205		(205)
Total embedded derivatives	N/A		—		1,136		(1,136)
Derivatives related to funds withheld under reinsurance treaties
Cross-currency swaps	158		23		1		22
Cross-currency forwards	1,490		74		18		56
Funds withheld embedded derivative (4)	N/A		3,158		—		3,158
Total derivatives related to funds withheld under reinsurance treaties	1,648		3,255		19		3,236
Total	$	211,461	$	4,428	$	3,201	$	1,227

(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.

(4)~~Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(5)~~ Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.

~~109~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

~~(2)~~ ~~Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades.~~

~~(3)~~ ~~Included within reserves for future policy benefits and claims payable on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(4)~~ ~~Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The nonperformance risk adjustment is included in the balance above.~~

~~(5)~~ ~~Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets.~~

~~110~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Investments~~

~~Investment Income~~

~~Our sources of net investment income are as follows~~ ~~(in millions)~~:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Debt securities (1)
$ 306 $ 272 $ 792 $ 872
Equity securities (25) — (18) 6
Mortgage loans 70 79 211 242
Policy loans 18 20 52 55
Limited partnerships (7) 193 151 586
Other investment income 14 2 25 10
Total investment income excluding funds withheld assets 376 566 1,213 1,771
Net investment income on funds withheld assets 313 300 937 884
Investment expenses:
Derivative trading commission (3) (1) (5) (2)
Depreciation on real estate (2) (4) (8) (8)
Expenses related to consolidated entities (2)
(26) (8) (62) (24)
Other investment income (expense) (3)
(18) (16) (53) (53)
Total investment expenses (49) (29) (128) (87)
Net investment income $ 640 $ 837 $ 2,022 $ 2,568

~~(1)~~ Includes unrealized gains and losses on trading securities and includes $(8) million and $(103) million for the three and nine months ended September 30, 2022, respectively, and $(1) and $37 million for the three and nine months ended September 30, 2021, respectively, related to the change in fair value for securities carried under the fair value option.

~~(3)~~ ~~Includes interest expense, investment software expense, custodial fees, and other bank fees; institutional product issuance related expenses; and other expenses.~~

Evaluation of Invested Assets

We perform regular evaluations of our invested assets. On a monthly basis, management identifies those investments that may require additional monitoring and carefully reviews the carrying value of such investments to determine whether specific investments should be placed on a non-accrual status and ~~to determine~~ if an allowance for credit loss is required. In making these reviews, management principally considers the adequacy of any collateral, compliance with contractual covenants, the borrower’s recent financial performance, news reports and other externally generated information concerning the ~~issuer’s~~borrower’s affairs. In the case of publicly traded bonds, management also considers market value quotations, where available. For mortgage loans, management generally considers information concerning the mortgaged property, ~~and, among other things,~~including factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. For investments in partnerships, management reviews the financial statements and other information provided by the general partners.

~~In determination of~~To determine an allowance for credit loss, we consider a security’s forecasted cash flows as well as the severity of depressed fair values. Investment income is not accrued on securities in default and otherwise where the collection is uncertain. Subsequent receipts of interest on such securities are generally used to reduce the cost basis of the securities. The provisions for impairment on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest on mortgage loans is generally suspended when principal or interest payments on mortgage loans are past due more than 90 days. Interest is then accounted for on a cash basis.

~~111~~122

Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities

Policy and Contract Liabilities

We establish, and carry as liabilities, actuarially determined amounts that are calculated to meet policy obligations or to provide for future annuity payments. Amounts for actuarial liabilities are computed and reported on the Condensed Consolidated Financial Statements in conformity with GAAP. For more details on Policyholder Liabilities, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” included in our ~~2021~~2022 Annual Report.

As an insurance company, a substantial portion of our profits are derived from fee income and the invested assets backing our policy and contract liabilities, which includes separate account liabilities, reserves for future policy benefits and claims payable and other contract holder funds. As of ~~September~~June 30, ~~2022, 88%~~2023, 89% of our policy and contract liabilities were in our Retail Annuities segment, 3% were in our Institutional Products segment and 9%8% were in our Closed Life and Annuity Blocks segment.

The table below represents a breakdown of our policy and contract liabilities:


September 30, 2022		Separate Accounts		Reserves for future policy benefits		Other contract holder funds		Total
June 30, 2023										June 30, 2023	Separate Accounts		Reserves for future policy benefits		Other contract holder funds		Market Risk Benefits		Total
		(in millions)									(in millions)
Variable Annuities	Variable Annuities	$	184,976	$	2,691	$	10,751	$	198,418	Variable Annuities	$	212,328	$	—	$	9,384	$	(1,528)	$	220,184
Registered Index Linked Annuities		—		—		1,235		1,235
RILA1										RILA1	—		—		3,144		3		3,147
Fixed Annuities	Fixed Annuities	—		848		11,451		12,299		Fixed Annuities	—		—		10,601		1		10,602
Fixed Index Annuities		—		—		12,126		12,126
Fixed Index Annuities2										Fixed Index Annuities2	—		—		11,049		24		11,073
Payout Annuities	Payout Annuities	—		—		1,375		1,375		Payout Annuities	—		1,054		853		—		1,907
Other Annuities										Other Annuities	316		—		—		—		316
Total Retail Annuities	Total Retail Annuities	184,976		3,539		36,938		225,453		Total Retail Annuities	212,644		1,054		35,031		(1,500)		247,229
Total Institutional Products	Total Institutional Products	—		—		8,358		8,358		Total Institutional Products	—		—		8,887		—		8,887
Traditional Life		—		4,564		4,158		8,722
Interest-sensitive Life		66		1,735		7,195		8,996
Group Payout Annuities		—		4,660		—		4,660
Other Annuities		—		18		1,345		1,363
Total Closed Life and Annuity Blocks	Total Closed Life and Annuity Blocks	66		10,977		12,698		23,741		Total Closed Life and Annuity Blocks	75		9,436		12,384		6		21,901
Total Policy and Contract Liabilities	Total Policy and Contract Liabilities	185,042		14,516		57,994		257,552		Total Policy and Contract Liabilities	212,719		10,490		56,302		(1,494)		278,017
Claims payable and other	Claims payable and other	—		1,614		180		1,794		Claims payable and other	—		1,513		175		—		1,688
Total	Total	$	185,042	$	16,130	$	58,174	$	259,346	Total	$	212,719	$	12,003	$	56,477	$	(1,494)	$	279,705


December 31, 2022	Separate Accounts		Reserves for future policy benefits		Other contract holder funds		Market Risk Benefits		Total
	(in millions)
Variable Annuities	$	195,550	$	—	$	10,259	$	767	$	206,576
RILA1	—		—		1,875		5		1,880
Fixed Annuities	—		—		11,696		—		11,696
Fixed Index Annuities2	—		—		11,787		17		11,804
Payout Annuities	—		1,042		837		—		1,879
Other Annuities	285		—		—		—		285
Total Retail Annuities	195,835		1,042		36,454		789		234,120
Total Institutional Products	—		—		9,019		—		9,019
Total Closed Life and Annuity Blocks	71		9,726		12,534		8		22,339
Total Policy and Contract Liabilities	195,906		10,768		58,007		797		265,478
Claims payable and other	—		1,550		183		—		1,733
Total	$	195,906	$	12,318	$	58,190	$	797	$	267,211

(1) Includes the embedded derivative liabilities in other contract holder funds related to RILA of $639 million and $205 million at June 30, 2023 and December 31, 2022, respectively.

(2) Includes the embedded derivative liabilities related to fixed index annuity in other contract holder funds of $970 million and $931 million at June 30, 2023 and December 31, 2022, respectively.

~~112~~123

Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities

December 31, 2021 Separate Accounts Reserves for future policy benefits Other contract holder funds Total
(in millions)
Variable Annuities $ 248,859 4,609 9,751 263,219
Registered Index Linked Annuities — — 110 110
Fixed Annuities — 858 12,316 13,174
Fixed Index Annuities — 50 13,161 13,211
Payout Annuities — — 1,399 1,399
Total Retail Annuities 248,859 5,517 36,737 291,113
Total Institutional Products — — 8,830 8,830
Traditional Life — 4,762 4,161 8,923
Interest-sensitive Life 90 1,797 7,410 9,297
Group Payout Annuities — 4,895 — 4,895
Other Annuities — 17 1,399 1,416
Total Closed Life and Annuity Blocks 90 11,471 12,970 24,531
Total Policy and Contract Liabilities 248,949 16,988 58,537 324,474
Claims payable and other — 1,679 189 1,868
Total $ 248,949 $ 18,667 $ 58,726 $ 326,342

As of ~~September~~June 30, ~~2022, $185.0~~2023, $212.7 billion or ~~72%~~77% of our policy and contract liabilities were backed by separate ~~accounts~~account assets. These separate account assets backed reserves primarily related to our variable annuities. Separate account liabilities are fully funded by cash flows from the customer’s corresponding separate account assets and are set equal to the fair value of such invested assets. We generate revenue on our separate account liabilities primarily from asset-based fee income. Separate account assets and associated liabilities are subject to variability driven by the performance of the underlying investments, which are exposed to fluctuations in equity markets and bond fund valuations. As a result, revenue derived from asset-based fee income is similarly subject to variability in line with the variability of the underlying separate account assets.

As of ~~September~~June 30, ~~2022, $49.3~~2023, $45.0 billion ~~or 19%~~ of our policy and contract liabilities were backed by our investment portfolio and ~~$23.2~~$20.3 billion reinsured by Athene, were backed by funds withheld assets. Our variable annuity fixed account option, variable annuity guaranteed benefit and other reserves, our RILA and fixed annuities and fixed index annuities reserves, not reinsured, our Institutional Products segment reserves, as well as our Closed Life and Annuity Blocks segment reserves, were primarily backed by our investment portfolio. As of ~~September~~June 30, 2022, our general account policy and contract liabilities, net of those ceded to Athene, were composed of 3% for registered index linked annuities, 5% for fixed index annuities and fixed deferred and payout annuities, 17% for Institutional Products segment, 21% for fixed account option variable annuities, 6% for guaranteed benefit and other variable annuity reserves, and a 48% Closed Life and Annuity Block segment reserves. As of September 30, 2022, 38% of our fixed annuity and fixed index annuity policy and contract liabilities were subject to surrender charges of at least 5% or at market value in the event of discretionary withdrawal by customers. As of September 30, 2022,2023, 100% of our RILA policy and contract liabilities were subject to surrender charges of at least 5% or at market value in the event of discretionary withdrawal by customers. We have the discretion, subject to contractual limitations and minimums, to reset the crediting terms on the majority of our fixed index annuities and fixed annuities. As of ~~September~~June 30, ~~2022,~~2023, 94% of fixed annuity, fixed-indexed annuity, and the fixed accounts of RILA and variable annuity correspond to crediting rates that are at the guaranteed minimum crediting rate.

~~Liabilities~~See Note 9, Note 10, Note 11 and Note 12 of Notes to Condensed Consolidated Financial Statements for ~~other contract holder funds are policy account balances~~additional discussion on interest-sensitive life insurance, fixed annuities, fixed index annuities, RILA and variable annuity or variable life insurance contract allocations to fixed fund options. These account balance liabilities are equal to the sum of deposits, plus interest credited, less charges and withdrawals.

~~113~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Policy and Contract Liabilities~~

~~We establish reserves~~accounting policies around Reserves for future policy benefits and claims payable, under insurance policies using methodologies consistent with U.S. GAAP. Reserves for insurance policies are generally equal to the present value of future expected benefits to be paid, reduced by the present value of future expected revenue. The assumptions used in establishing reserves are generally based on our experience, industry benchmarking or other factors, as applicable. Annually, or as circumstances warrant, we conduct a comprehensive review of our actuarial assumptions, and update those assumptions when appropriate. The principal assumptions used in the establishment of reserves for future policy benefits are policy lapse, mortality, benefit utilization and withdrawals, investment returns, and expenses. Generally, we do not expect trends that impact our assumptions to change significantly in the short-term and, to the extent these trends may change, we expect such changes to be gradual over the long-term.

For non–life-contingent components of Guaranteed Minimum Withdrawal Benefits ("GMWB") features available in our variable annuities, the guaranteed benefits are accounted for as embedded derivatives, with fair values calculated as the present value of expected future guaranteed benefit payments to contract holders less the present value of assessed rider fees attributable to the embedded derivative feature. In accordance with U.S. GAAP, the fair values of these guaranteed benefit features are based on assumptions a market participant would use in valuing these embedded derivatives. Changes in the fair value of the embedded derivatives are recorded through a benefit or charge to current period earnings. Movements in the fair value of the embedded derivatives are typically in the opposite direction relative to primary market risks. Specifically, downward movements in equity market levels reduceOther contract holder funds, Separate account ~~value~~assets and typically correlate with an increased likelihood that outstanding guaranteed benefits will result in a claim, increasing the fair value liability. Similarly, downward movements in interest rates lower the assumed future market growthliabilities and typically correlate with an increased likelihood that outstanding guaranteed benefits will result in a claim, increasing the fair value liability. Downward movements in interest rates also lower the discount rates used in the calculation of the fair value liability associated with higher projected future guaranteed benefit payments, which increases the fair value liability.

For reserves related to the life-contingent components of guaranteed benefit features available in our variable annuities, fixed index annuities and RILA, we calculate the change in reserves by applying a “benefit ratio” to total assessments received in the period. The benefit ratio is determined by dividing the present value of total expected benefit payments by the present value of total expected assessments, primarily fees based on account value or benefit base, over the life of the contract. The level and direction of the change in reserves will vary over time based on the benefit ratio and the level of assessments associated with the variable annuity, fixed index annuity, or RILA. These reserves typically move in the opposite direction relative to primary market risks. Specifically, downward movements in equity market levels will reduce contract holder account value and typically correlate with an increased likelihood that outstanding guaranteed benefits will result in a claim, which increases the reserve.

For traditional life insurance and payout annuities, reserves for future policy benefits are measured using assumptions determined as of the issuance date or acquisition date with provisions for the risk of adverse deviation, as appropriate. These assumptions are not unlocked unless a premium deficiency exists. At least annually, we perform premium deficiency tests using best estimate assumptions as of the testing date without provision for adverse deviation. If the liabilities determined based on these best estimate assumptions are greater than the net reserves (i.e., U.S. GAAP reserves net of any DAC or reinsurance), the existing net reserves are adjusted by first reducing the DAC or DSI by the amount of the deficiency (or to zero) through a charge to current period earnings. If the deficiency is more than these asset balances, we increase the reserves by the excess through a charge to current period earnings. If a premium deficiency is recognized, the assumptions as of the premium deficiency test date are locked in and used in subsequent reserve measurements, and the net reserves continue to be subject to premium deficiency testing. In a sustained low interest rate environment, there is generally an increased likelihood that the liabilities determined based on best estimate assumptions will be greater than the net reserves.

~~114~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

MRBs.

Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows to meet the cash requirements of operating, investing and financing activities. Capital refers to our long-term financial resources available to support the business operations and contribute to future growth. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and the alternate sources of liquidity and capital described herein.

The discussion below describes our liquidity and capital resources for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

Cash Flows

The following table presents a summary of our cash flow activity for the periods set forth below:


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
		(in millions)					(in millions)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	$	2,941	$	3,535	Net cash provided by (used in) operating activities	$	2,547	$	2,052
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	2,469		624		Net cash provided by (used in) investing activities	(2,804)		2,615
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(2,700)		(3,696)		Net cash provided by (used in) financing activities	(1,941)		(2,032)
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	2,710		463		Net increase (decrease) in cash, cash equivalents, and restricted cash	(2,198)		2,635
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	2,631		2,019		Cash, cash equivalents, and restricted cash at beginning of period	4,301		2,631
Total cash, cash equivalents, and restricted cash at end of period	Total cash, cash equivalents, and restricted cash at end of period	$	5,341	$	2,482	Total cash, cash equivalents, and restricted cash at end of period	$	2,103	$	5,266

Cash flows ~~provided by~~from Operating Activities

The principal operating cash inflows from our insurance activities come from insurance premiums, fees charged on our products and net investment income. The principal operating cash outflows are the result of annuity and life insurance benefits, interest credited on other contract holder funds, operating expenses and income tax, as well as interest expense. The primary liquidity concern with respect to these cash flows is the risk of early contract holder and policyholder benefit payments.

124

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

Cash flows provided by (used in) operating activities ~~decreased $594~~increased $495 million to ~~$2,941~~$2,547 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$3,535~~$2,052 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This ~~decrease~~ was primarily due to the timing of settlements of receivables and payables as well as lower ~~investment income as a result of lower income on limited partnership investments in 2022, compared to the prior year.~~acquisition costs.

Cash flows ~~provided by (used in)~~from Investing Activities

The principal cash inflows from our investment activities come from repayments of principal, proceeds from maturities and sales of investments, as well as settlements of freestanding derivatives. The principal cash outflows relate to purchases of investments and settlements of freestanding derivatives. It is not unusual to have a net cash outflow from investing activities because cash inflows from insurance operations are typically reinvested to fund insurance liabilities. We closely monitor and manage these risks through our comprehensive investment risk management process. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors or market disruptions that might impact the timing of investment related cash flows as well as derivative collateral ~~needs.~~needs, which could result in material liquidity needs for our insurance subsidiaries.

Cash flows provided by (used in) investing activities ~~increased $1,845~~decreased $5,419 million to ~~$2,469~~$(2,804) million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$624~~$2,615 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This ~~increase~~decrease was primarily due to ~~inflows~~outflows related to our hedging program for derivative settlements and collateral predominantly resulting from ~~movements~~market increases in ~~the equity markets in 2022 compared to outflows in 2021, partially offset by lower sales of funds withheld assets in 2022, as compared to 2021.~~2023.

~~115~~

~~Item 2 |~~
~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

Cash flows ~~provided by (used in)~~from Financing Activities

The principal cash inflows from our financing activities come from deposits of funds associated with policyholder account balances, issuance of ~~debt,~~securities and lending of securities. The principal cash outflows come from withdrawals associated with policyholder account balances, repayment of debt, and the return of securities on loan. The primary liquidity concerns with respect to these cash flows are market disruption and the risk of early policyholder withdrawal.

Cash flows provided by (used in) financing activities increased ~~$996~~$91 million to ~~$(2,700)~~$(1,941) million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$(3,696)~~$(2,032) million during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This increase was primarily due to ~~decreased withdrawals~~proceeds from repurchase agreements and issuance of ~~policyholders' account balances during 2022 compared to 2021. This favorable variance was~~our preferred stock, partially offset by ~~higher inflows~~decreased deposits driven by lower variable annuity sales in ~~the prior year related~~2023 compared to ~~debt agreements entered into in 2021.~~2022.

Statutory Capital

Our insurance company subsidiaries have statutory surplus above the level needed to meet current regulatory requirements. RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to identify companies that merit regulatory action. RBC is based on a formula that incorporates both factor-based components (applied to various asset, premium, claim, expense and statutory reserve items) and model-based components. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not to rank insurers generally. As of ~~September~~June 30, ~~2022,~~2023, our insurance companies were well in excess of the minimum required capital levels. Jackson is also subject to risk-based capital guidelines that provide a method to measure the adjusted capital that a life insurance company should have for regulatory purposes, taking into account the risk characteristics of Jackson’s investments and products.

Our statutory TAC may be negatively impacted by minimum required reserving levels (i.e., cash surrender value floor) when reserve releases are limited and unable to offset losses from our hedging program. The RBC ratio may increase or decrease depending on the interaction between movements in TAC and movements in statutory CAL, which could impact available dividends from our insurance subsidiaries. At times the cash surrender value floor materially affects the CAL calculation in addition to reserve levels. We are considering additional methods of moderating the impact of the cash surrender value floor on TAC, CAL and RBC. The implementation of any such method would be subject to Board and regulatory approval. We can provide no assurance that any such method will be approved or the timing or impact of any adoption and implementation.

125

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

Holding Company Liquidity

As a holding company with no business operations of its own, Jackson Financial primarily derives cash flows from dividends and interest payments from its insurance subsidiaries. These principal sources of liquidity are expected to be supplemented by cash and short-term investments held by Jackson Financial and access to bank lines of credit and the capital markets. We intend to maintain a minimum amount of cash and highly liquid securities at Jackson Financial adequate to fund two years of holding company fixed net expenses, which may change over time as we refinance existing debt or make changes to our debt and capital structure and is currently targeted at $250 million. The main uses of liquidity for Jackson Financial are interest payments and debt repayment, holding company operating expenses, payment of dividends and other distributions to shareholders, which may include stock repurchases, and capital contributions, if needed, to our insurance company subsidiaries. Our principal sources of liquidity and our anticipated capital position are described in the following paragraphs.

Any declaration of cash dividends or stock repurchases will be at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, preferred stock and other contractual restrictions with respect to paying cash dividends or repurchasing stock, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our stock or approve any further increase in the existing, or any new, common stock repurchase program, or as to the amount of any such cash dividends or stock repurchases.

Delaware law requires that dividends be paid and stock repurchases made only out of “surplus,” which is defined as the fair market value of our net assets, minus our stated capital; or out of the current or the immediately preceding year’s earnings. JFI is a holding company and has no direct operations. All of our business operations are conducted through our subsidiaries. Any dividends we pay or stock repurchases we make will depend upon the funds legally available for distribution, including dividends or distributions from our subsidiaries to us. The states in which our insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to their parent companies. These restrictions are based in part on the prior year’s statutory income and surplus, as well as earned surplus. Such restrictions, or any future restrictions adopted by the states in which our insurance subsidiaries are domiciled, could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable by our subsidiaries without affirmative approval of state regulatory authorities. See “Risk Factors—Risks relating to Financing and Liquidity - As a holding company, Jackson Financial depends on the ability of its subsidiaries to pay dividends and make other distributions to meet its obligations and liquidity needs, including servicing debt, dividend payments and stock repurchases.”

During the second quarter of 2023, we paid a cash dividend of $0.59444 per depositary share and $0.62 per share on JFI's preferred and common stock totaling $13 million and $53 million, respectively. On August 7, 2023, our Board of Directors approved a third quarter cash dividend on JFI's common stock of $0.62 per share, payable on September 14, 2023 to shareholders of record on August 31, 2023. The Company also declared a cash dividend of $0.50 per depositary share (the "Depositary Shares"), each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A. The dividend will be payable on October 2, 2023, to Depositary Shares shareholders of record at the close of business on August 31, 2023.

We repurchased a total of 1,394,797 shares and a total of 3,116,534 shares of common stock for an aggregate purchase price of $47 million and $117 million in the three and six months ended June 30, 2023, respectively, which were funded with cash on hand.

126

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

See Note 20 of the Notes to Condensed Consolidated Financial Statements in this Report for further information on dividends to shareholders and share repurchases.

During the second quarter of 2023, Jackson Financial Inc. purchased certain private equity fund investments from Jackson National Life Insurance Company for $452 million, with a carrying value of $502 million, as part of rebalancing Jackson National Life Insurance Company's portfolio mix. Jackson Financial Inc. expects to divest these investments in future quarters. The Company recognized a $50 million loss expected from this future divestiture in Net Investment Income within the consolidated financial statements as of June 30, 2023, and has excluded this loss from adjusted operating earnings as a non-operating item.

Distributions from our Insurance Company Subsidiaries

The ability of our insurance company subsidiaries to pay dividends is limited by applicable laws and regulations of the jurisdictions where such subsidiaries are domiciled as well as agreements entered into with regulators. These laws and regulations require, among other things, our insurance company subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay.

~~116~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

Subject to these limitations, our insurance company subsidiaries are permitted to pay ordinary dividends based on calculations specified under insurance laws of the relevant state of domicile, subject to prior notification to the appropriate regulatory agency. Any distributions above the amount permitted by statute in any twelve-month period are considered extraordinary dividends, and the approval of the appropriate regulator is required prior to payment. In Michigan, the Director of the Michigan Department of Insurance and Financial Services (the Michigan Director of Insurance) may limit, or not permit, the payment of dividends from either Jackson or Brooke Life, Jackson's direct parent company, if it determines that the surplus of either of these subsidiaries is not reasonable in relation to their outstanding liabilities and is not adequate to meet their financial needs, as required by the Michigan ~~insurance law.~~Insurance Code of 1956. Unless otherwise approved by the Michigan Director of Insurance, dividends may only be paid from earned surplus. Also, surplus note arrangements and interest payments must be approved by the Michigan Director of Insurance and such interest payments to related parties reduce the otherwise calculated ordinary dividend capacity for that period. In New York, all dividends require approval from the ~~New York State Department of Financial Services.~~NYSDFS.

For ~~2022,~~2023, Jackson and Brooke Life have total ordinary dividend capacity, based on ~~2021~~2022 statutory capital and surplus and statutory net gain from operations, subject to the availability of earned surplus, of ~~$608~~$3,688 million and ~~$514~~$501 million, respectively. Brooke Life, as the sole owner of our other insurance company subsidiaries, including Jackson and Jackson National Life NY, is the direct recipient of any dividend payments from those subsidiaries and must make dividend payments to its ultimate parent company, Jackson Financial, in order for any funds from our insurance company subsidiaries to reach Jackson Financial. As such, Jackson Financial’s ability to receive dividend payments from our insurance company subsidiaries is effectively limited by Brooke Life’s ability to make dividend payments to Jackson Financial.

On March 1, ~~2022,~~2023, Jackson paid a $450 million ordinary dividend and remitted a ~~$600~~$150 million return of capital to its parent company, Brooke Life. Brooke Life subsequently paid a ~~$510~~$360 million ordinary dividend and remitted a $150 million return of capital to its ultimate parent, Jackson Financial. In addition, for the ~~three and nine months~~quarter ended ~~September 30, 2022,~~March 31, 2023, Brooke Life paid $45 ~~million and $90~~ million of interest associated with the $2 billion surplus note between Brooke Life and Jackson Finance, LLC ("Jackson Finance"), a subsidiary of Jackson ~~Financial, respectively.~~Financial.

127

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

The maximum distribution permitted by law or contract is not necessarily indicative of an insurer’s actual ability to pay such distributions, which may be constrained by business and other considerations, such as imposition of withholding tax, the impact of such distributions on surplus, which could affect the insurer’s credit and financial strength ratings or competitive position, the ability to generate new annuity sales and the ability to pay future dividends or make other distributions. Further, state insurance laws and regulations require that the statutory surplus of our insurance subsidiaries following any dividend or distribution must be reasonable in relation to their outstanding liabilities and adequate for the insurance subsidiaries’ financial needs. Along with solvency regulations, another primary consideration in determining the amount of capital used for dividends is the level of capital needed to maintain desired financial strength ratings from rating agencies, including A.M. Best, S&P, Moody’s and Fitch. Given recent economic events that have affected the insurance industry, both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for insurance company subsidiaries. We believe our insurance company subsidiaries have sufficient statutory capital and surplus to maintain their desired financial strength rating.

Insurance Company Subsidiaries’ Liquidity

The liquidity requirements for our insurance company subsidiaries primarily relate to the liabilities associated with their insurance and reinsurance activities, operating expenses and income taxes. Liabilities arising from insurance and reinsurance activities include the payment of policyholder benefits when due, cash payments in connection with policy surrenders and withdrawals and policy loans.

~~117~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

Liquidity requirements are principally for purchases of new investments, management of derivative related margin requirements, repayment of principal and interest on debt, payments of interest on surplus notes, funding of insurance product liabilities including payments for policy benefits, surrenders, maturities and new policy loans, funding of expenses including payment of commissions, operating expenses and taxes. As of ~~September~~June 30, ~~2022,~~2023, Jackson’s outstanding surplus notes and bank debt included $6258 million of bank loans from the Federal Home Loan Bank of Indianapolis ("FHLBI"), collateralized by mortgage-related securities and mortgage loans and $250 million of surplus notes maturing in 2027.

Significant increases in interest rates could create sudden increases in surrender and withdrawal requests by customers and contract holders and result in increased liquidity requirements at our insurance company subsidiaries. Significant increases in interest rates or equity markets may also result in higher margin and collateral requirements on our derivative portfolio. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are managed in accordance with our hedging and risk management program. Our cash flows associated with collateral received from counterparties and posted with counterparties fluctuates with changes in the market value of the underlying derivative contract and/or the market value of the collateral. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. Collateral posting requirements can result in material liquidity needs for our insurance subsidiaries. As of June 30, 2023, we were in a net collateral payable position of $498 million, which is down from $689 million as of December 31, 2022.

Other factors that are not directly related to interest rates can also give rise to an increase in liquidity requirements, including, changes in ratings from rating agencies, general policyholder concerns relating to the life insurance industry (e.g., the unexpected default of a large, unrelated life insurer) and competition from other products, including non-insurance products such as mutual funds, certificates of deposit and newly developed investment products. Most of the life insurance and annuity products Jackson offers permit the policyholder or contract holder to withdraw or borrow funds or surrender cash values. As of ~~September~~June 30, ~~2022,~~2023, approximately half of Jackson’s general account reserves are ~~either~~ not surrenderable, included surrender charges greater than 5%, or included market value adjustments to discourage early withdrawal of policy and contract funds.

The liquidity sources for our insurance company subsidiaries are their cash, short-term investments, sales of publicly traded bonds, insurance premiums, fees charged on ~~our~~their products, sales of annuities and institutional products, investment income, commercial repurchase agreements and utilization of a short-term borrowing facility with the FHLBI.

128

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

Jackson uses a variety of asset liability management techniques to provide for the orderly provision of cash flow from investments and other sources as policies and contracts mature in accordance with their normal terms. Jackson’s principal sources of liquidity to meet unexpected cash outflows associated with sudden and severe increases in surrenders and withdrawals or benefit payments are its portfolio of liquid assets and its net operating cash flows. As of ~~September~~June 30, ~~2022,~~2023, the portfolio of cash, short-term investments and privately and publicly traded securities and equities, which are unencumbered and unrestricted to sale, amounted to ~~$23.6~~$21.1 billion.

Our Indebtedness

Senior Notes

On June 8, 2022, the Company issued $750 million aggregate principal amount of its senior unsecured notes, consisting of $400 million aggregate principal amount of 5.170% Senior Notes due June 8, 2027 and $350 million aggregate principal amount of 5.670% Senior Notes due June 8, 2032. The net proceeds of these notes were used, together with cash on hand, to repay the Company’s $750 million aggregate principal amount term loan due February 2023.

Revolving Credit and Short-Term Borrowing Facilities

On February 24, 2023, the Company entered into a revolving credit facility (the "2023 Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent. The ~~proceeds of these notes were used, together with cash on hand, to repay the Company’s $1.6 billion aggregate principal amount term loan~~2023 Revolving Credit Facility replaced an existing revolving credit facility that was due ~~May 2022.~~

~~118~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

to expire in February 2024. The 2023 Revolving Credit ~~Agreement~~

~~The Company is party to a Revolving~~ Facility ~~providing~~provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.0 billion, with a sub-limit of $500 million available for letters of credit. The 2023 Revolving Credit Facility further provides for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million. Commitments under the 2023 Revolving Credit Facility terminate on February ~~22, 2024.~~24, 2028. Interest on borrowings may be based on a “Base Rate” (as defined in the 2023 Revolving Credit Facility) plus an adder ranging from 0.125% to 0.875%, or a “Term SOFR Rate” (as defined in the 2023 Revolving Credit Facility) plus an adder ranging from 1.125% to 1.875%. The applicable adder is based upon the ratings assigned to the Company’s senior, unsecured, non-credit enhanced debt.

The credit agreement governing the 2023 Revolving Credit Facility contains a number of customary representations and warranties, affirmative and negative covenants and events of default (including a change of control provision). Such covenants, among other things, restrict, subject to certain exceptions, our ability to pay dividends and distributions or repurchase common shares if a default or event of default has occurred and is continuing (with such negative covenant dropping away if our long term unsecured senior, non-credit enhanced, debt ratings are either (x) BBB+ or better from S&P or (y) Baa1 or better from Moody’s), incur additional indebtedness, create liens on our or our subsidiaries’ assets and make fundamental changes. The credit agreement contains financial maintenance covenants, including a minimum adjusted consolidated net worth test of no less than 70% of our adjusted consolidated net worth as of September 30, 2022 (plus (to the ~~date~~extent positive) or minus (to the extent negative) 70% of the ~~Demerger (taking into account~~impact on such adjusted consolidated net worth resulting from the application of a one-time transition adjustment for the LDTI accounting change for insurance contracts, and plus 50% of the ~~proceeds~~aggregate amount of any ~~additional~~increase in adjusted consolidated net worth resulting from equity ~~issuances)~~issuances by the Company and its consolidated subsidiaries after September 30, 2022) and a maximum consolidated indebtedness to total capitalization ratio test not to exceed 35%. We were in compliance with these covenants at ~~September~~June 30, ~~2022.~~2023.

129

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

Surplus Notes

On March 15, 1997, our subsidiary, Jackson, issued 8.2% surplus notes in the principal amount of $250 million due March 15, 2027. These surplus notes were issued pursuant to Rule 144A under the Securities Act of 1933, as amended, and are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims and may not be redeemed at the option of the Company or any holder prior to maturity. Interest is payable semi-annually on March 15th and September 15th of each year. Interest expense on the notes was $7 million and $12 million for the three and six months ended June 30, 2023, respectively and interest expense on the notes was $5 million and ~~$15~~$10 million for ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~and 2021,~~ respectively.

Under Michigan ~~Insurance Law,~~insurance law, for statutory reporting purposes, the surplus notes are not part of the legal liabilities of the Company and are considered surplus funds. Payments of interest or principal may only be made with the prior approval of the Michigan Director of Insurance and only out of surplus earnings which the director determines to be available for such payments under Michigan Insurance Law.

Federal Home Loan Bank

Jackson is a member of the regional FHLBI primarily for the purpose of participating in its collateralized loan advance program with funding facilities. Membership requires us to purchase and hold a minimum amount of FHLBI capital stock, plus additional stock based on outstanding advances. Advances are in the form of either notes or funding agreements issued to FHLBI. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Jackson held a bank loan with an outstanding balance of $58 million and $62 million, ~~and $67 million,~~ respectively.

~~Dividend and Stock Repurchase~~

Consistent with our goals to manage risk and capital and optimize our financial leverage, we generally intend to target return of capital to our shareholders, which may take the form of cash dividends and/or stock repurchases, on an annual basis of approximately 40-60% of the annual change in our excess capital, adjusted for any contributions and distributions, subject to market conditions and approval by our Board of Directors. For purposes of this analysis, we define excess capital as total adjusted capital less 400% of company action level required capital. Consistent with statutory accounting requirements, total adjusted capital is defined as Jackson’s statutory capital and surplus, plus asset valuation reserve and 50% of policyholder dividends of Jackson and its subsidiaries. Company action level required capital is the minimum amount of capital necessary for Jackson to avoid submitting a corrective action plan to its regulator.

~~119~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

Any declaration of cash dividends or stock repurchases will be at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to paying cash dividends or repurchasing stock, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our common stock or approve any increase in the existing, or any new, stock repurchase program, or as to the amount of any such cash dividends or stock repurchases.

Delaware law requires that dividends be paid and stock repurchases made only out of “surplus,” which is defined as the fair market value of our net assets, minus our stated capital; or out of the current or the immediately preceding year’s earnings. JFI is a holding company and has no direct operations. All our business operations are conducted through our subsidiaries. Any dividends we pay or stock repurchases we make will depend upon the funds legally available for distribution, including dividends or distributions from our subsidiaries to us. The states in which our insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to their parent companies. These restrictions are based in part on the prior year’s statutory income and surplus, as well as earned surplus. Such restrictions, or any future restrictions adopted by the states in which our insurance subsidiaries are domiciled, could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable by our subsidiaries without affirmative approval of state regulatory authorities. See “Holding Company Liquidity – Distributions from our Insurance Company Subsidiaries” above, and “Part I, Item 1A. Risk Factors—As a holding company, JFI depends on the ability of its subsidiaries to meet its obligations and liquidity needs, including dividends and stock repurchases” in our 2021 Annual Report.

~~Dividends to Shareholders and Share Repurchases~~

During the third quarter of 2022, we paid a cash dividend of $0.55 per share on JFI's common stock totaling $49 million. On November 7, 2022, our Board of Directors approved a fourth quarter cash dividend on JFI's common stock of $0.55 per share, payable on December 15, 2022 to shareholders of record on December 1, 2022.

We repurchased a total of 1,200,000 shares and a total of 6,504,464 shares of common stock for an aggregate purchase price of $39 million and $245 million in the three and nine months ended September 30, 2022, respectively, which were funded with cash on hand.

~~See Note 18 to Condensed Consolidated Financial Statements in this Report for further information on dividends to shareholders and share repurchases.~~

Financial Strength Ratings

Our access to funding and our related cost of borrowing, the attractiveness of certain of our subsidiaries’ products to customers, our attractiveness as a reinsurer to potential ceding companies and requirements for derivatives collateral posting are affected by our credit ratings and financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting consumer confidence in an insurer and its competitive position in marketing products as well as critical factors considered by ceding companies in selecting a reinsurer.

Our principal insurance company subsidiaries are rated by A.M. Best, S&P, Moody’s and Fitch. Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurer or reinsurer to meet its obligations under an insurance policy or reinsurance arrangement and generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance. Generally, rating agencies base their financial strength ratings upon information furnished to them by the company and upon their own investigations, studies and assumptions. Financial strength ratings are based upon factors of concern to customers, distribution partners and ceding companies and are not directed toward the protection of investors. Financial strength ratings are not recommendations to buy, sell or hold securities and may be revised or revoked at any time at the sole discretion of the rating organization.

~~120~~

~~Item 2 |~~ ~~Management’s Discussion and Analysis | Liquidity and Capital Resources~~

As of ~~November~~August 3, ~~2022,~~2023, the financial strength ratings of our principal insurance subsidiaries were as follows:

Company

A.M. Best

Fitch

Moody’s

S&P

Jackson National Life Insurance Company

Rating

Outlook

stable

negative

stable

Jackson National Life Insurance Company of New York

Rating

Outlook

stable

negative

stable

Brooke Life Insurance Company

Rating

Outlook

stable

130

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

In evaluating a company’s financial strength, the rating agencies evaluate a variety of factors including our strategy, market positioning and track record, mix of business, profitability, leverage and liquidity, the adequacy and soundness of our reinsurance, the quality and estimated market value of our assets, the adequacy of our surplus, our capital structure, and the experience and competence of our management.

In addition to the financial strength ratings, rating agencies use an outlook statement to indicate a short- or medium-term trend which, if continued, may lead to a rating change. A positive outlook indicates a rating may be raised and a negative outlook indicates a rating may be lowered. A stable outlook is assigned when ratings are not likely to be changed. Outlooks should not be confused with expected stability of the issuer’s financial or economic performance. A stable outlook does not preclude a rating agency from changing a rating at any time without notice.

A.M. Best, S&P, Moody’s and Fitch review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant. While the degree to which ratings adjustments will affect sales of our annuities and institutional products, and persistency is unknown, if our ratings are negatively adjusted for any reason, we believe we could experience a material decline in the sales in our individual channel, origination in our institutional channel, and the persistency of our existing business.

~~121~~

~~Item~~Impact of Recent Accounting Pronouncements

For a complete discussion of new accounting pronouncementsaffecting us, see Note 2 | of Notes to Condensed Consolidated Financial Statements.

~~Management’s Discussion~~

As discussed in Note 2 of Notes to Condensed Consolidated Financial Statements in this report, we adopted Accounting Standards Update ("ASU") 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts” (“LDTI”), for our fiscal year beginning January 1, 2023, with a transition date of January 1, 2021. Based upon the elected transition methods, the adoption of LDTI resulted in a decrease in total equity of $3.0 billion as of the transition date of January 1, 2021, comprised of a reduction in accumulated other comprehensive income ("AOCI") of $0.4 billion and ~~Analysis | Summary~~a reduction in retained earnings of ~~Critical~~$2.6 billion. The adoption of the standard resulted in increases in net income attributable to Jackson Financial Inc. of $489 million and $234 million for the years ended December 31, 2022 and 2021, respectively, and also resulted in an increase in total equity of $223 million and a decrease of $2.8 billion for the years ended December 31, 2022 and 2021, respectively, from the amounts reported prior to the adoption of LDTI. The change in the equity impact from the transition date was primarily due to higher interest rates and is comprised of a reduction in retained earnings that is more than offset by an increase in AOCI. See further discussion in Note 2- New Accounting ~~Estimates~~

Standards of the Notes to Condensed Consolidated Financial Statements for the significant changes associated with this change in accounting principle.

Summary of Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our Condensed Consolidated Financial Statements included elsewhere in this ~~Report.~~report. The most critical estimates ~~include those used in determining:~~are presented below.

~~• deferred acquisition costs~~

~~• reserves for future policy benefits and claims payable and other contract holder funds~~

~~• income taxes and the ability to realize certain deferred tax benefits~~

~~• accounting for reinsurance~~

~~• valuation and impairment of investments, including estimates related to expectations of credit losses on certain financial assets~~

~~• valuation of freestanding derivative instruments~~

~~• valuation of embedded derivatives~~

~~• net investment income~~

~~• contingent liabilities~~

~~• consolidation of variable interest entities~~

In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Since future events and their effects cannot be determined with precision, actual results could differ from these estimates.

The ~~above~~below critical accounting estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” and Notes 1 and 2 of the Notes to the Consolidated Financial Statements included in our ~~2021~~2022 Annual Report, as recast to reflect the adoption of LDTI in our Current Report on Form 8-K filed May 10, 2023.

131

Item 2 | Management’s Discussion and Analysis | Summary of Critical Accounting Estimates

•income taxes and the ability to realize certain deferred tax benefits

•valuation and impairment of investments, including estimates related to expectations of credit losses on certain financial assets

•valuation of freestanding derivative instruments

•valuation of embedded derivatives

•net investment income

•contingent liabilities

•consolidation of variable interest entities

The below critical accounting estimates are updated from our 2022 Annual Report for the adoption of LDTI.

Reserves for Future Policy Benefits and Claims Payable

We establish reserves for future policy benefits to, or on behalf of, customers in the same period in which the policy is issued or acquired, using methodologies prescribed by U.S. GAAP.

Reserves for Future Policy Benefits

For non-participating traditional life insurance contracts and limited pay life-contingent contracts, which includes term, whole life, and payout annuities with significant insurance risk, reserves for future policy benefits represents the present value of estimated future policy benefits to be paid to or on behalf of policyholders in future periods and certain related expenses less the present value of estimated future net premiums.

Reserves for future policy benefits for non-participating traditional and limited-payment insurance contracts are measuredusing the net premium ratio (NPR) measurement model. The NPR measurement model accrues for future policy benefits in proportion to the premium revenue recognized. The reserve for future policy benefits is derived from the Company's best estimate of future net premium and future benefits and expenses, which is based on best estimate assumptions including mortality, persistency, claims expense, and discount rate. On an annual basis, or as circumstances warrant, we conduct a comprehensive review of our current best estimate assumptions based on our experience, industry benchmarking, and other factors, as applicable. Expense assumptions are updated based on estimates of expected non-level costs, such as termination or settlement costs, and costs after the premium-paying period and exclude acquisition costs or any costs that are required to be charged to expenses as incurred. Updates to assumptions are applied on a retrospective basis, and each reporting period the reserve for future policy benefits is updated to reflect actual experience to date.

The Company establishes cohorts, which are product groupings used to measure reserves for future policy benefits. In determining cohorts, the Company considered both qualitative and quantitative factors, including the issue year, type of product, product features, and legal entity.

The discount rate used to estimate reserves for future policy benefits is consistent with an upper-medium grade (low-credit risk) fixed-income corporate instrument yield, which has been interpreted to represent a single-A corporate instrument yield. This discount rate curve is determined by fitting a parametric function to yields to maturity and related times to maturity of market observable single-A rated corporate instruments. The discount rate used to recognize interest accretion on the reserves for future policy benefits is locked at the initial measurement of the cohort. Each reporting period, the reserve for future policy benefits is remeasured using the currentdiscount rate. The difference between the reserve calculated using the current discount rate and the reserve calculated using the locked-in discount rate is recorded in other comprehensive income.

132

Item 2 | Management’s Discussion and Analysis | Summary of Critical Accounting Estimates

Additional Liabilities - Universal Life-type

The Company issues universal life plans with secondary guarantees and interest-sensitive life plans. The primary reserves for these policies are the contract holder account balances reported within the other contract holder funds line of the balance sheet. Where these contracts provide additional benefits beyond the account balance or base insurance coverage that are not market risk benefits or embedded derivatives, liabilities in addition to the policyholder’s account value arerecognized. These additional liabilities for annuitization, death and other insurance benefits are reported within reserves for future policy benefits and claims payable. The methodology uses a benefit ratio defined as a constant percentage of the assessment base. This ratio is multiplied by current period assessments to determine the reserve accrual for the period. The assumptions used in the measurement of the additional liabilities for annuitization, death and other insurance benefits are based on best estimate assumptions including mortality, persistency, investment returns, and discount rates. These assumptions are similarly subject to the annual review process discussed above.

Other Future Policy Benefits and Claims Payable

In conjunction with a prior acquisition, we recorded a fair value adjustment related to certain annuity and interest-sensitive life blocks of business to reflect the cost of the interest guarantees within the in-force liabilities, based on the difference between the guaranteed interest rate and an assumed new money guaranteed interest rate. This adjustment is recorded in reserves for future policy benefits and claims payable. This component of the acquired reserves is reassessed at the end of each period, taking into account changes in the in-force block. Any resulting change in the reserve is recorded as a change in policy reserve through the consolidated income statements.

In addition, life and annuity claims liabilities in course of settlement are included in other future policy benefits and claims payable.

See Note 9 - Reserve for Future Policy Benefits and Claims Payable of the Notes to Condensed Consolidated Financial Statements for additional information on these accounting policies.

Market Risk Benefits

Contracts or contract features that provide protection to the contract holder from capital market risk and expose the Company to other-than-nominal capital market risk are classified as MRBs. All long-duration insurance contracts and certain investment contracts are subject to MRB evaluation.MRBs are measured at fair value at the contract level and can be in either an asset or liability position. For contracts that contain multiple MRB features, the MRBs are valued together as a single compound MRB.

The use of models and assumptions used to determine fair value of MRBs requires a significant amount of judgement. The significant assumptions used in the MRB fair value calculations are:

•Mortality rates- These vary by attained age, tax qualification status, guaranteed benefit election, and duration. The range used reflects ages from the minimum issue age for the benefit through age 95, which corresponds to the typical maturity age. A mortality improvement assumption is also applied.

•Base lapse rates - These vary by contract-level factors, such as product type, surrender charge schedule and optional benefits election. Lapse rates are further adjusted based on the degree to which a guaranteed benefit is in-the-money, with lower lapse applying when benefits are more in-the-money. Lapse rates are also adjusted to reflect lower lapse expectations when guaranteed benefits are utilized.

•Utilization rates - These represents the expected percentage of contracts that will utilize the benefit through annuitization (GMIB) or commencement of withdrawals (GMWB). Utilization may vary by benefit type, attained age, duration, tax qualification status, benefit provision, and degree to which the guaranteed benefit is in-the-money.

•Withdrawal rates - These represent the percentage of annual withdrawal assumed relative to the maximum allowable withdrawal amount under the free partial withdrawal provision or the GMWB, as applicable. Free partial withdrawal rates vary based on the product type and duration. Withdrawal rates on contracts with a GMWB vary based on attained age, tax qualification status, GMWB type and GMWB benefit provisions.

133

Item 2 | Management’s Discussion and Analysis | Summary of Critical Accounting Estimates

•Non-performance risk adjustment - This is applied as a spread over the risk-free rate to determine the rate used to discount the related cash flows and varies by projection year.

•Long-term equity volatility - This represents the equity volatility beyond the period for which observable equity volatilities are available.

See Note 6 - Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements for additional information.

Variable Annuities

We issue variable contracts through our separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder. Certain of these contracts include contract provisions by which we contractually guarantee to the contract holder either a) return of no less than total deposits made to the account adjusted for any partial withdrawals, b) total deposits made to the account adjusted for any partial withdrawals plus a minimum return, or c) the highest account value on a specified anniversary date adjusted for any withdrawals following the contract anniversary. These guarantees include benefits that are payable upon the depletion of funds (GMWB), in the event of death (GMDB), at annuitization (GMIB), or at the end of a specified period (GMAB). Substantially all of our GMIB benefits are reinsured. GMIB benefits and GMAB benefits were discontinued in 2009 and 2011, respectively. For additional information regarding our account value by optional guarantee benefit, see Business–Our Segments–Retail Annuities–Variable Annuities in the 2022 Annual Report.

Fixed Index Annuities

RILA

See Note 12 - Market Risk Benefits of the Notes to Condensed Consolidated Financial Statements for additional information on these accounting policies.

134

Item 2 | Management’s Discussion and Analysis | Summary of Critical Accounting Estimates

Reinsurance

Accounting for reinsurance requires extensive use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risk with respect to reinsurance receivables. We periodically review actual and anticipated experience compared to the aforementioned assumptions used to establish assets and liabilities relating to ceded and assumed reinsurance and evaluate the financial strength of counterparties to our reinsurance agreements. Counterparty credit risk may be managed through the use of letters of credit, collateral trusts or on balance sheet funds withheld agreements. Assets held under funds withheld agreements are included on our balance sheets and subject to triggers embedded within the relevant reinsurance agreements.

Additionally, for each of our reinsurance agreements, we determine whether the agreement provides indemnification against loss or liability relating to insurance risk, in accordance with applicable accounting standards. We review all contractual features, including those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

For reinsurance contracts, reinsurance recoverable balances are generally calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities. For non-participating traditional life insurance contracts and limited pay life-contingent contracts, there may be reinsurance contracts executed subsequent to the direct contract issue dates, and market interest rates may have changed between the date that the underlying insurance contracts were issued and the date the reinsurance contract is recognized in the financial statements, resulting in the underlying discount rate differing between the direct and reinsured business.

Our guaranteed minimum income benefits (GMIBs) are reinsured with an unrelated party. For contracts that only ceded the GMIB feature of our annuity products, the reinsurance contract in its entirety is classified as a reinsured market risk benefit. Accordingly, the reinsured market risk benefit is recorded at fair value using internally developed models consistent with those used to value our direct market risk benefits.

See Note 8 - Reinsurance of the Notes to Condensed Consolidated Financial Statements for additional information on these accounting policies.

Off–Balance Sheet Arrangements

We do not have any off–balance sheet arrangements as of ~~September~~June 30, ~~2022.~~2023.

~~122~~135

Item 3 | Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risk described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” previously disclosed in our 2022~~2021~~ Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the period covered by this Report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) ofunder the Exchange Act).

We describe in the Company's Form 10, Note 2—Restatement of Previously Issued Financial Statements to our audited financial statements, the background to the restatement of our previously-issued audited financial statements for the year ended December 31, 2020. Our management has concluded that the restatement resulted from a material weakness in our internal control over financial reporting as of December 31, 2020. Due to this material weakness in and determined our disclosure controls and procedures were not effective due to a material weakness identified related to the ineffective risk assessment of a process level control used to determine our non-performance risk adjustment in developing the discount rate used to estimate the fair value of some of the guarantee features of our variable annuity products, as described in "Item 9A. Controls and ~~internal control over financial reporting,~~Procedures—Management’s Report on Internal Control Over Financial Reporting" previously disclosed in our 2022 Annual Report. Consequently, our Chief Executive Officer and Chief Financial Officer concluded that ~~the Company’s disclosure controls and procedures were~~our internal control over financial reporting was not effective as of ~~September~~June 30, ~~2022.~~2023.

~~Although the~~The Company ~~has taken significant steps in our~~began remediation ~~plan, the Company continues to implement, document, and communicate policies, procedures, and internal controls. As a result~~ of the material weakness our management has identified the need for stronger controls when assessing the accounting for significant and unusual transactions that involve a high degree of judgment and complexity, along with the need for additional technical U.S. GAAP accounting expertise. Our management has implemented and enhanced controls when assessing the accounting for significant and unusual transactions in the ~~third~~first quarter of ~~2021~~2023 and expects that it will be remediated by the end of the year. Remediation will include additional evidence supporting the review and challenge of inputs and results as well as ~~made~~enhancements to the governance process in developing the discount rate used to estimate the fair value of some ~~key hires for additional technical U.S. GAAP accounting expertise. The Company believes that these actions will remediate the material weakness.However, the material weakness will not be considered remediated until the applicable controls operate for a sufficient period~~ of ~~time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed by year-end 2022.~~our guarantee features.

Changes in Internal Control Over Financial Reporting

As described above, the Company ~~has taken~~is taking steps to remediate the material weakness in its internal control over financial reporting and is implementing additional controls to remediate the material weakness. Additionally, as part of the adoption of LDTI, the Company has made certain changes to its valuation, financial reporting, and disclosure processes. As a result of these changes, the Company has made changes to certain existing controls, and implemented certain new controls, which address the risks of material misstatement in these processes. Other than these additional controls, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) ~~that occurred~~ during the quarter ended ~~September~~June 30, ~~2022,~~2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~123~~136

Part II - Other Information

Item 1. Legal Proceedings.

For a discussion of legal proceedings, see Note 1416 of Notes to Condensed Consolidated Financial Statements included elsewhere in this ~~Report~~report.

Item 1A. Risk Factors.

~~Below is a change~~We discuss in this report, in our 2022 Annual Report, and in our other filings with the SEC, various risks that may materially affect our business. In addition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements - Cautionary Language” included herein. There have been no material changes to ~~the~~our risk factors ~~described in Part I, Item 1A. “Risk Factors”~~disclosed in our ~~2021~~2022 Annual ~~Report:~~

The paragraph labelled, “Changes in U.S. federal income or other tax laws or the interpretation of tax laws could affect sales of our products and profitability.” under “Risk Factors – Risks Relating to Legal, Tax and Regulatory Matters” is amended as follows:

~~Changes in U.S. federal income or other tax laws or the interpretation of tax laws could affect sales of our products and profitability, and our cash flows and statutory capital.~~

The annuity products that we market generally provide the customer with certain federal income tax advantages. For example, federal income taxation on any increases in non-qualified annuity contract values (i.e., the “inside build-up”) is deferred until it is received by the customer. With other savings investments, such as certificates of deposit and taxable bonds, the increase in value is generally taxed each year as it is realized. Additionally, life insurance death benefits are generally exempt from income tax.

From time to time, various tax law changes have been proposed that could have an adverse effect on our business, financial condition, results of operations and cash flows, including the elimination of all or a portion of the income tax advantages described above for annuities and life insurance. If legislation were enacted to eliminate the tax deferral for annuities, such a change would have an adverse effect on our ability to sell our annuities. Moreover, if the treatment of annuities was changed prospectively, and the tax-favored status of existing contracts was grandfathered, holders of existing contracts would be less likely to surrender or rollover their contracts, which could also adversely affect our business.

The recently enacted Inflation Reduction Act of 2022 (“IRA”) establishes a new 15 percent corporate alternative minimum tax (“AMT”) on corporations that have an average adjusted financial statement income in excess of $1 billion over a three-year period and is effective January 1, 2023. The implementation of the AMT contemplates that the U.S. Department of Treasury issues final regulatory guidance, which is expected throughout 2023. It remains difficult to predict whether the final guidance will provide further definition of adjusted financial statement income. In the absence of further guidance, we may be required to pay tax equal to 15 percent of our pre-tax financial statement income, as adjusted by the AMT, which includes certain items that are non-economic and can fluctuate significantly based on the movement of interest rates and equity markets. This may have a material adverse impact on our cash flows and statutory capital position.

~~124~~

Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities.

None.

Repurchase of Equity by the Company.


Period	Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2)		Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2)
															Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (2)

July 1, 2022 - July 31, 2022 (1)
April 1, 2023 - April 30, 2023 (1)								April 1, 2023 - April 30, 2023 (1)
Share repurchase program	Share repurchase program	—	$	—	—	$	183	Share repurchase program	653,531	$	36.10	653,531	$	463
Employee transactions (3)	Employee transactions (3)	N/A				N/A		Employee transactions (3)	1,282,247	35.79		N/A	N/A

August 1, 2022 - August 31, 2022
May 1, 2023 - May 31, 2023								May 1, 2023 - May 31, 2023
Share repurchase program	Share repurchase program	700,000	33.43		700,000	160		Share repurchase program	741,266	31.90		741,266	439
Employee transactions (3)	Employee transactions (3)	N/A						Employee transactions (3)	—	N/A

September 1, 2022 - September 30, 2022
June 1, 2023 - June 30, 2023								June 1, 2023 - June 30, 2023
Share repurchase program	Share repurchase program	500,000	31.79		500,000	144		Share repurchase program	—	—		—	439
Employee transactions (3)	Employee transactions (3)	549	32.03		N/A			Employee transactions (3)	3,732	29.98		N/A

Totals	Totals							Totals
Share repurchase program	Share repurchase program	1,200,000			1,200,000			Share repurchase program	1,394,797			1,394,797
Employee transactions (3)	Employee transactions (3)	549			N/A			Employee transactions (3)	1,285,979			N/A
		1,200,549			1,200,000				2,680,776			1,394,797

(1) Includes repurchases of shares under Class A Common Stock repurchase agreements with Athene.

(2) On February ~~28, 2022,~~27, 2023, our Board of Directors authorized an increase of ~~$300~~$450 million to the existing share repurchase authorization. For more information on common stock repurchases, see Note 1820 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.

(3) Includes shares withheld pursuant to the terms of awards under the Company's 2021 Omnibus Incentive Plan to offset tax withholding obligations that occur upon vesting and release of shares, which are treated as share repurchases. The value of the shares withheld is the closing price of common stock of Jackson Financial Inc. on the date the relevant transaction occurs.

Item 4. Mine Safety Disclosures.

Not applicable.

~~125~~

137

Item 5. Other Information.

~~Adoption~~On June 13, 2023, Craig D. Smith, President and CEO of ~~JFI Severance~~PPM America Inc., and an executive officer of Jackson Financial, terminated a Rule 10b5-1 trading arrangement he adopted on March 13, 2023 (the “Plan”). The Plan provided for the sale of up to 23,894 shares of the Company’s common stock and was scheduled to expire upon the earlier of March 1, 2024 or the sale of all shares subject to the Plan.

On November 7, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the "Board") and the Board of Jackson Financial Inc. (the “Company”) adopted the Jackson Financial Inc. Severance Plan (“Plan”) to provide severance benefits for a group of management employees, including the Company's chief executive officer (the "CEO"), its chief financial officer ("CFO") and its other named executive officers. The Plan is effective as of November 7, 2022.

As it relates to the senior leadership team, the Plan provides for a lump sum cash payment to a participant in the event that participant's termination without cause by the Company or termination by that participant for good reason.The “senior leadership team” includes the CEO, the CFO and the other named executive officers, as well as other members of management at the same job grade. The lump sums are calculated, as follows:

a.~~for the CEO, a two times multiple of the “severance compensation basis”; and~~

b.~~for other members of the senior leadership team, a multiple ranging from 1.0 to 1.5 of the “severance compensation basis.”~~

~~The Plan also covers other members of management.For further information on that coverage, see the Plan, which is filed as an exhibit to this Report.~~

The “severance compensation basis” includes a participant’s annual base salary, target annual bonus for the year in which termination occurs, target annual production-related sales compensation (if any), and the amount required for 12 months of COBRA continuation coverage.

The Plan also provides for the payment of a pro-rated annual bonus for the year in which termination occurs, and if termination occurs before a bonus for the immediately prior year is paid, an earned annual bonus for that prior year. The participant’s receipt of the lump sum cash payment, prorated annual bonus, and, if applicable, earned annual bonus is subject to conditions, including that participant's compliance with non-compete and non-solicitation provisions in the severance agreement and that participant's execution and non-revocation of an acceptable release of claims in favor of the Company. The foregoing payments are in addition to payments in respect of "accrued rights," which include: accrued but unpaid base salary, earned but unpaid special compensation for periods employed in a special compensation-eligible role, and benefits provided under the Company’s employee benefit plans upon termination of employment.

In the event of termination due to death or disability, the Plan provides for payment to the participant of the accrued rights (but not the lump sum payment), a pro-rated annual bonus for the year in which death or disability occurs and an earned bonus, if death or disability occurs before a bonus for the immediately prior year is paid. In the event of termination for cause, the Plan provides for payment of only the accrued rights (and not a lump sum cash payment, a pro-rated annual bonus, or an earned annual bonus), and the participant is ineligible to receive any other benefits in connection with such termination.

~~If a participant holds outstanding long-term incentive awards, those awards are treated in the manner set forth in the relevant plan document and award agreement.~~

The Committee may amend or terminate the Plan at any time and for any reason, subject to the requirement that six months’ prior notice be given to affected participants of any or amendment or termination that materially and adversely affects their rights.

~~This summary of the Plan is qualified in its entirety by reference to the Plan, which is filed as an exhibit to this~~ ~~Report~~ ~~and is incorporated herein by this reference.~~

~~126~~

Item 6. Exhibits.

The following documents are filed as exhibits hereto:


Number			Description
10.1*†			Form of 2023 Notice of Award of Restricted Share Units and 2023 Director Restricted Share Unit Agreement (annual equity retainer) between Jackson Financial Inc. ~~Severance Plan~~and each of Lily Fu Claffee, Gregory T. Durant, Steven A. Kandarian, Derek G. Kirkland, Drew Lawton, Martin J. Lippert, Russell G. Noles, and Esta E. Stecher.
10.2*†			.Form of 2023 Notice of Award of Restricted Share Units and 2023 Director Restricted Share Units Agreement (annual equity in lieu of cash retainer) between Jackson Financial Inc. and each of Lily Fu Claffee, Martin J. Lippert and Esta E. Stecher.
31.1*			Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of the 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 the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
104*			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

† Identifies each management contract or compensatory plan or arrangement.

~~127~~138

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	JACKSON FINANCIAL INC.
	(Registrant)

Date: ~~November 10, 2022~~August 8, 2023	By:	/s/ Marcia Wadsten
		Marcia Wadsten
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

~~128~~139


	September 30, 2022

Minimum Guaranteed Interest Rate	Account Value
	Fixed		Fixed Index		RILA		Variable		Total
1.0%	$	256	$	345	$	12	$	6,879	$	7,492
>1.0% - 2.0%	51		—		—		208		259
>2.0% - 3.0%	1,080		166		—		3,347		4,593
>3.0% - 4.0%	573		—		—		—		573
>4.0% - 5.0%	273		—		—		—		273
>5.0% - 5.5%	72		—		—		—		72
Subtotal	2,305		511		12		10,434		13,262
Ceded reinsurance	11,141		11,768		—		—		22,909
Total	$	13,446	$	12,279	$	12	$	10,434	$	36,171

	December 31, 2021

Minimum Guaranteed Interest Rate	Account Value
	Fixed		Fixed Index		RILA		Variable		Total
1.0%	$	156	$	279	$	1	$	5,988	$	6,424
>1.0% - 2.0%	57		1		—		214		272
>2.0% - 3.0%	1,113		183		—		3,254		4,550
>3.0% - 4.0%	594		—		—		—		594
>4.0% - 5.0%	276		—		—		—		276
>5.0% - 5.5%	72		—		—		—		72
Subtotal	2,268		463		1		9,456		12,188
Ceded reinsurance	12,086		12,870		—		—		24,956
Total	$	14,354	$	13,333	$	1	$	9,456	$	37,144



		Minimum Return	Account Value		Net Amount at Risk		Weighted Average Attained Age	Average Period until Expected Annuitization

September 30, 2022
Return of net deposits plus a minimum return
	GMDB	0-6%	$	143,677	$	11,321	69.2 years
	GMWB - Premium only	0%	2,047		86
	GMWB	0-5%*	162		17

Highest specified anniversary account value minus withdrawals post-anniversary
	GMDB		10,646		3,097		70.4 years
	GMWB - Highest anniversary only		2,819		723
	GMWB		831		169
Combination net deposits plus minimum return, highest specified anniversary account value minus withdrawals post-anniversary
	GMDB	0-6%	7,276		2,748		72.2 years
	GMIB	0-6%	1,156		827			0.5 years
	GMWB	0-8%*	134,190		48,276

							Weighted Average Attained Age	Average Period until Expected Annuitization
		Minimum Return	Account Value		Net Amount at Risk

December 31, 2021
Return of net deposits plus a minimum return
	GMDB	0-6%	$	194,060	$	2,124	68.7 years
	GMWB - Premium only	0%	2,937		7
	GMWB	0-5%*	245		8

Highest specified anniversary account value minus withdrawals post-anniversary
	GMDB		14,806		93		69.8 years
	GMWB - Highest anniversary only		3,919		33
	GMWB		643		44
Combination net deposits plus minimum return, highest specified anniversary account value minus withdrawals post-anniversary
	GMDB	0-6%	9,896		522		71.9 years
	GMIB	0-6%	1,662		463			0.5 years
	GMWB	0-8%*	181,457		4,295




Condensed Consolidated Income Statements (in millions)	As Previously Reported				Impact of Revisions and Reclassifications				As Revised
	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	9/30/21		9/30/21		9/30/21		9/30/21		9/30/21		9/30/21


Revenues
Fee income	$	1,962	$	5,674	$	101	$	289	$	2,063	$	5,963
Premium	35		100		2		15		37		115
Net investment income	852		2,576		(15)		(8)		837		2,568
Total revenues	1,487		7,226		88		296		1,575		7,522

Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals	394		887		11		46		405		933
Interest credited on other contract holder funds, net of deferrals and amortization	217		657		(8)		(27)		209		630
Operating costs and other expenses, net of deferrals	614		1,812		85		278		699		2,090
Amortization of deferred acquisition costs	4		552		—		(1)		4		551
Total benefits and expenses	1,235		3,927		88		296		1,323		4,223
Net income (loss)	$	268	$	2,784	$	—	$	—	$	268	$	2,784