FALSE000182299300018229932021-11-082021-11-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2021

Jackson Financial Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-40274 98-0486152
(State or other jurisdiction of incorporation or organization) {Commission File Number) (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)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Exchange on Which Registered
Class A Common Stock, Par Value $0.01 Per Share
JXN New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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. ☐






Item 2.02        Results of Operations and Financial Condition.

On November 9, 2021, Jackson Financial Inc. issued a press release announcing its financial results for its third quarter ended September 30, 2021. A copy is furnished as Exhibit 99.1 to this report.

Item 8.01        Other Events.

Dividend Declaration and Share Repurchase Program

On November 9, 2021, the Company issued a press release announcing that its Board of Directors on November 8, 2021, approved the commencement of a regular quarterly cash dividend and declared a fourth quarter cash dividend of $0.50 per Class A and Class B common share and authorized a $300 million share repurchase program for the Company’s Class A common stock. A copy of that release is filed as Exhibit 99.2 to this report.

Notice of Proposed Unregistered Offerings

On November 9, 2021, the Company announced its intention to seek to refinance its existing term loans due 2022 and 2023 through the issuance of senior notes and, depending upon market conditions, a possible combination of preferred stock and subordinated notes.

The proceeds of the senior notes would be applied toward the repayment of the Company’s $1.6 billion principal amount term loan due May 2022.

The proceeds of the preferred stock and any subordinated notes would be applied toward the repayment of the Company’s $750 million principal amount term loan due February 2023.

While expected to close before the end of 2021, there can be no assurance that the refinancing transactions will be consummated as described above, or at all. Completion of the refinancing transactions is subject to market, documentation and customary closing conditions.

The senior notes, preferred stock and any subordinated notes would be offered in transactions exempt from the securities registration requirements of the U.S. Securities Act of 1933, as amended, and any applicable securities laws of any other jurisdiction. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities that may be offered as part of the refinancing transactions in any jurisdiction in which such an offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SAFE HARBOR

Various statements herein about Jackson Financial’ s future expectations, plans and prospects are forward-looking statements which reflect the Company’s current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements for the purposes of the federal securities laws or otherwise. Actual results may differ materially from these forward-looking statements and estimates as a result of various important factors, including, without limitation, the possibility that the Company may not be able to complete the refinancing transactions on terms acceptable to the Company or at all and other factors discussed in the Company’s Form 10 for the fiscal year ended December 31, 2020, and subsequent filings, all of which are on file with the SEC and are also available in the investor relations section of the Company’s website at https://investors.jackson.com under the heading "SEC Filings." Any forward-looking statements are as of the date hereof, and the Company has no duty to update them if its views later change, except as may be required by law.


Item 9.01.        Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description
104 Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document)





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.
By: /s/ Marcia Wadsten
Marcia Wadsten
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 9, 2021



Exhibit 99.1
JACKSONLOGOB.JPG

Jackson Announces Third Quarter 2021 Results

LANSING, Mich., November 9, 2021 — Jackson Financial Inc. (NYSE: JXN) today announced financial results for the three months ended September 30, 2021.

Key Highlights

Net income of $206 million, or $2.18 per diluted share, included the impact of non-economic hedging losses under U.S. GAAP accounting

Adjusted operating earnings1 of $487 million, or $5.16 per diluted share, down from the third quarter of 2020 due primarily to increased amortization of deferred acquisition costs (DAC) in the current quarter

Total annuity account value of $248 billion increased 20% from the third quarter of 2020, primarily as a result of positive separate account performance

Improved capital position at the operating company level, with an estimated Risk Based Capital (RBC) ratio at Jackson National Life Insurance Company above 525% as of the third quarter of 2021

Cash and liquid assets at the holding company of over $800 million which was significantly above our minimum liquidity buffer as of the third quarter of 2021

In October, Jackson successfully launched Jackson Market Link ProSM and Jackson Market Link Pro AdvisorySM, its commission and advisory based suite of Registered Index-Linked Annuities (RILAs). Also in October, we entered the Defined Contribution market as a carrier in the AllianceBernstein Lifetime Income Strategy.

In November, we announced a $0.50 per share quarterly cash dividend and a $300 million share repurchase authorization

Laura Prieskorn, CEO of Jackson, stated, “Our third quarter results reflect a healthy in-force business generating earnings and regulatory capital while exhibiting positive sales trends. In addition to our strong financial performance, we are building momentum operationally and strategically. The successful launch of our RILA offering is meeting demand across our broad distribution network. In addition, our board’s recent authorization of a share repurchase plan and a shareholder dividend support our financial targets and highlight a commitment to long-term capital return to shareholders.”

Consolidated Third Quarter Results

The Company reported net income of $206 million, or $2.18 per diluted share for the three months ended September 30, 2021, compared to a net loss of $397 million, or $(4.28) per diluted share for the three months ended September 30, 2020. The improvement in the current quarter net income primarily reflects a reduced net hedging loss versus a year ago, driven by lower freestanding derivative losses. The quarterly change in the reported fair value of derivatives is not expected to match the change in hedged liabilities on a U.S. GAAP basis quarter-to-quarter, which can result in net income volatility. We believe adjusted operating earnings better represents the underlying performance of our business as it excludes changes in fair value of freestanding and
1 For the reconciliation of non-GAAP measures to the most comparable GAAP measure, please see the explanation of Non-GAAP Financial Measures in the Appendix to this release.
1


embedded derivative instruments tied to market volatility.

Adjusted operating earnings for the three months ended September 30, 2021 were $487 million, or $5.16 per diluted share, compared to $547 million or $5.90 per diluted share for the three months ended September 30, 2020. The decrease in adjusted operating earnings was primarily the result of increased operating DAC amortization due in part to comparatively greater prior year separate account returns, partially offset by increased fee income due to higher average separate account balances.

Adjusted operating earnings included the impact of two partially offsetting notable items. Acceleration of DAC amortization due in part to a -0.2% separate account return for the quarter contributed to a loss of $63 million on a pretax basis. Additionally, the current quarter included a pretax benefit of $98 million from overperformance from private equity and other limited partnership returns.

Adjusted book value2 was $8.7 billion or $92.03 per common share as of September 30, 2021, up from $6.8 billion or $72.21 per common share as of year-end 2020. The increase was primarily the result of adjusted operating earnings of $1.7 billion during the nine months ended September 30, 2021. Jackson’s financial leverage ratio3 of 23.5% was down from a pro forma leverage ratio of 28.2% as of year-end 2020 and within our 20-25% target range.

Segment Results – Pretax Adjusted Operating Earnings

Three months Ended
(in millions) September 30, 2021 September 30, 2020
Retail Annuities $527 $543
Institutional Products $21 $26
Closed Life and Annuity Blocks $68 $65
Corporate and Other $(45) $12
Total4 $571 $646

Retail Annuities
Retail Annuities reported pretax adjusted operating earnings of $527 million in the third quarter of 2021 compared to $543 million in the third quarter of 2020. The current quarter was negatively impacted by DAC acceleration resulting from a -0.2% separate account return in the quarter, which led to higher DAC amortization compared to the third quarter of 2020, when the separate account return was approximately 7%. DAC acceleration occurs when separate account returns are lower than our long-term assumption which shifts amortization from future years into the current period. The DAC acceleration was partially offset by improved fee income in the current quarter resulting from higher average variable annuity account values, as well as higher net investment income from private equity and other limited partnership investments.

Total annuity sales of $4.8 billion were up 5% from the third quarter of 2020, reflecting higher sales of variable annuities. Variable annuity sales were up 6% from the third quarter of 2020, primarily due to higher sales of variable annuities without lifetime benefit guarantees. In total, annuity sales without lifetime benefit guarantees represented 33% of total annuity sales, up from 23% in the third quarter of 2020. We continue to expand our fee-
2 For the reconciliation of non-GAAP measures to the most comparable GAAP measure, please see the explanation of Non-GAAP Financial Measures in the Appendix to this release.
3 For the discussion and reconciliation of the financial leverage ratio, please see the reconciliation in the Appendix to this release on page A-3
4 See reconciliation of Net Income to Total pretax adjusted operating earnings in the Appendix to this release on page A-2
2


based sales, with current quarter advisory annuity sales up 18% from the third quarter of 2020 to $330 million.

Institutional Products
Institutional Products reported pretax adjusted operating earnings of $21 million compared to $26 million in the third quarter of 2020. The change was primarily due to lower net investment income in the current quarter resulting from lower income on debt securities due to lower portfolio balances, partially offset by lower interest credited. Net outflows totaled $104 million in the quarter, and total account value of $8.8 billion was down from $12.3 billion in the third quarter of 2020.

Closed Life and Annuity Blocks
Closed Life and Annuity Blocks reported pretax adjusted operating earnings of $68 million compared to $65 million in the third quarter of 2020. The current quarter benefited from lower death and other policyholder benefits resulting from the continued decrease in the size of the closed blocks. This was partially offset by lower premium income resulting from ongoing terminations as the closed block of life business continues to run off.

Corporate and Other
Corporate and Other reported a pretax adjusted operating loss of $(45) million compared to earnings of $12 million in the third quarter of 2020. The change was primarily due to lower investment income in the current quarter due to the allocation of net investment income from Corporate and Other to Institutional Products reflecting internal portfolio rebalancing and the attribution of net investment income on capital to support the business segments.

Capitalization and Liquidity

(Unaudited, in billions) September 30, 2021 June 30, 2021 December 31, 2020
Statutory Total Adjusted Capital (TAC)
Jackson National Life Insurance Company
$6.8 $4.4 $5.3

Statutory total adjusted capital (TAC) at Jackson National Life Insurance Company (JNLIC) was $6.8 billion as of the current quarter, up from $4.4 billion as of the second quarter of 2021, due primarily to contributing the majority of the proceeds of our term loan draw, as well as in-force capital generation.

JNLIC’s estimated RBC ratio as of the end of the third quarter of 2021 was above 525%. Cash and liquid assets at the holding company totaled over $800 million, which was significantly above our minimum liquidity buffer.

Earnings Conference Call

Jackson will host a conference call Wednesday, November 10th, 2021 at 10 a.m. ET to review the third quarter results. The live webcast is open to the public and can be accessed at https://investors.jackson.com. A replay will be available following the call.

To register for the conference call, click here.

FORWARD-LOOKING STATEMENTS

This press release may contain certain statements, other than those relating to historical facts, that constitute “forward-looking statements.” Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance, are subject to a number of assumptions, and are inherently susceptible to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Forward-
3


looking statements include statements regarding our intentions, beliefs, assumptions, plans, objectives, goals, strategies, future events or performance, and underlying assumptions concerning, among other things, our expectations with respect to distributing capital to our stockholders; financial position; results of operations; cash flows; financial goals and targets; prospects; growth strategies or expectations; laws and regulations; customer retention; and the impact of prevailing capital markets and economic conditions. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes of our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this release. A number of important factors, including the risks, uncertainties and assumptions discussed in the Company’s Registration Statement on Form 10 for the fiscal year ended December 31, 2020, and subsequent filings, all of which are on file with the U.S. Securities and Exchange Commission (the SEC) and are also available in the investor relations section of the Company’s website at https://investors.jackson.com under the heading “SEC Filings”, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements.

Certain financial data included in this release consists of non-U.S. GAAP (Generally Accepted Accounting Principles) financial measures. These non-U.S. GAAP financial measures may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with U.S. GAAP. Although the Company believes these non-U.S. GAAP financial measures provide useful information to users in measuring the financial performance and condition of its business, users are cautioned not to place undue reliance on any non-U.S. GAAP financial measures and ratios included in this release. A reconciliation of the non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measure can be found in the “Non-GAAP Measures” section of this release.

Certain financial data included in this release consists of statutory accounting principles (“statutory”) financial measures, including “total adjusted capital” and “non-admitted deferred tax assets.” These statutory financial measures are included in or derived from the Jackson National Life Insurance Company annual and/or quarterly statements filed with the Insurance Department of the State of Michigan and available on the Company’s website at investors.jackson.com/financials/statutory-filings.

There can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. Any forward-looking statements reflect Jackson’s views and assumptions as of the date of this release and Jackson disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

ABOUT JACKSON
Jackson® (NYSE: JXN) is committed to helping clarify the complexity of retirement planning—for financial professionals and their clients. Our range of annuity products, financial know-how, history of award-winning service* and streamlined experiences strive to reduce the confusion that complicates retirement plans. Jackson takes a balanced, long-term approach to responsibly serving all of its stakeholders, including customers, shareholders, distribution partners, employees, regulators and community partners. We believe by providing clarity for all today, we can help drive better outcomes for tomorrow. For more information, visit www.jackson.com
 
*SQM (Service Quality Measurement Group) Contact Center Awards Program for 2004 and 2006-2020. (To achieve world-class certification, 80% or more of call-center customers surveyed must have rated their experience as very satisfied, the highest rating possible.) 

Visit https://investors.jackson.com to view information regarding Jackson Financial Inc., including a supplement regarding the Third Quarter 2021 results. We use this website as a primary channel for disclosing key information to our investors, some of which may contain material and previously non-public information.

INVESTOR RELATIONS CONTACT: Liz Werner, elizabeth.werner@jackson.com, Andrew Campbell, andrew.campbell@jackson.com

MEDIA CONTACT: Patrick Rich, patrick.rich@jackson.com
4



APPENDIX

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 profitability 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 which we do not view as driving our underlying profitability. 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.

For additional detail on the excluded items, please refer to the supplement regarding the third quarter ended September 30, 2021, posted on our website, https://investors.jackson.com.

5


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 – GAAP Net Income (Loss) to Adjusted Operating Earnings

(in millions) September 30, 2021 September 30, 2020
GAAP Net income (loss) $206 $(397)
Income tax (benefit) expense (16) (157)
Pretax income (loss) 190 (554)
Non-operating adjustments – (income) expense:
    Fees attributed to guaranteed benefit reserves
(728) (634)
    Net movement in freestanding derivatives
493 3,530
    Net reserve and embedded derivative movements
997 (1,378)
    DAC and DSI changes
(169) (349)
    Net realized investments (gains) losses, including change in fair value of funds withheld assets
79 355
    Loss on funds withheld reinsurance transaction
35
    Net investment income on funds withheld assets
(300) (277)
    Other items
9 (83)
    Total non-operating adjustments
381 1,200
Pretax Adjusted Operating Earnings 571 646
Operating income taxes 84 99
Adjusted Operating Earnings $487 $547
Weighted Average diluted shares outstanding5 94,464,343 92,638,945
Net income (loss) per diluted share $2.18 $(4.28)
Adjusted Operating Earnings per diluted share $5.16 $5.90

Adjusted Book Value

Adjusted Book Value excludes 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.

5 The calculation of basic and diluted earnings per share and weighted average shares of common stock outstanding are based on a 104,960.3836276-for-1 stock split effected on September 9, 2021. All share and earnings per share information presented herein have been retroactively adjusted to reflect the stock split.
A-1


Financial Leverage Ratio

We use Financial Leverage Ratio to manage our financial flexibility and ensure that we maintain our financial
strength ratings. Total financial leverage is the ratio of total debt to Total Adjusted Capitalization (combined total debt and Adjusted Book Value).

Adjusted Book Value & Debt to Proforma Financial Leverage Ratio

(in millions) September 30, 2021 December 31, 2020
Total stockholders’ equity $10,258 $9,429
Adjustments to total stockholders’ equity:
Exclude Accumulated Other Comprehensive Income attributable to Jackson Financial Inc. (1,564) (2,608)
Adjusted Book Value (a) 8,694 6,821
Pro Forma debt adjustments6
0 (6)
Pro Forma Adjusted Book Value (c)
$8,694 $6,815

Debt (b)
$2,670 $322
Pro Forma debt adjustment1
0 2,350
Pro Forma Debt (d)
$2,670 $2,672

Financial Leverage Ratio (b/[a+b])
23.5% 4.5%
Proforma Financial Leverage Ratio (d/[c+d])
23.5% 28.2%

6 Reflects pro forma adjustments for December 31, 2020 that include debt arising from then anticipated borrowings of $1,600 million on the 2022 delayed draw term loan facility and $750 million on the 2023 delayed draw term loan facility and reflects the related interest expense and facility maintenance fees. The term loan borrowings were made in September 2021.
A-2



Condensed Consolidated Balance Sheets
September 30, December 31,
2021 2020
(in millions, except per share data) (Unaudited)
Assets
Investments:
Debt Securities, available for sale, net of allowance for credit losses of $9.4 and $13.6 at September 30, 2021 and December 31, 2020, respectively (amortized cost: 2021 $49,564.9; 2020 $54,141.0) $ 52,123.0 $ 59,075.0
Debt Securities, at fair value under fair value option 1,516.6 1,276.7
Debt Securities, trading, at fair value 117.9 105.7
Equity securities, at fair value 290.1 193.1
Mortgage loans, net of allowance for credit losses of $96.4 and $179.2 at September 30, 2021 and December 31, 2020, respectively 11,731.4 10,727.5
Policy loans (including $3,487.5 and $3,454.2 at fair value under the fair value option at September 30, 2021 and December 31, 2020, respectively) 4,511.9 4,523.5
Freestanding derivative instruments 1,141.9 2,219.8
Other invested assets 2,770.5 2,366.7
Total investments 74,203.3 80,488.0
Cash and cash equivalents 2,481.8 2,018.7
Accrued investment income 511.3 557.9
Deferred acquisition costs 14,016.8 13,897.0
Reinsurance recoverable, net of allowance for credit losses of $12.3 and $12.6 at September 30, 2021 and December 31, 2020, respectively 33,752.5 35,269.5
Deferred income taxes, net 1,004.6 1,057.8
Other assets 1,306.0 1,103.7
Separate account assets 237,096.2 219,062.9
Total assets $ 364,372.5 $ 353,455.5

A-3


Condensed Consolidated Balance Sheets
September 30, December 31,
2021 2020
(in millions, except per share data) (Unaudited)
Liabilities and Equity
Liabilities
Reserves for future policy benefits and claims payable $ 18,399.3 $ 21,490.1
Other contract holder funds 60,465.9 64,538.4
Funds withheld payable under reinsurance treaties (including $3,659.9 and $3,626.5 at fair value under the fair value option at September 30, 2021 and December 31, 2020, respectively) 29,771.4 31,971.5
Short-term debt 1,601.7
Long-term debt 1,068.5 322.0
Securities lending payable 20.7 13.3
Freestanding derivative instruments 40.4 56.4
Other liabilities 5,052.3 6,078.7
Separate account liabilities 237,096.2 219,062.9
Total liabilities 353,516.4 343,533.3
Equity
Common stock, (i) Class A common stock 900,000,000 shares authorized, $0.01 par value per share and 93,099,859 shares issued and outstanding at both September 30, 2021 and December 31, 2020, respectively and (ii) Class B common stock 100,000,000 shares authorized, $0.01 par value per share and 1,364,484 shares issued and outstanding at both September 30, 2021 and December 31, 2020, respectively (See Note 18) 0.9 0.9
Additional paid-in capital 5,927.5 5,926.9
Shares held in trust (4.3)
Equity compensation reserve 10.1 7.7
Accumulated other comprehensive income, net of tax expense of $275.4 in 2021 and $765.9 in 2020 2,045.2 3,820.6
Retained earnings 2,274.5 (323.2)
Total stockholders' equity 10,258.2 9,428.6
Noncontrolling interests 597.9 493.6
Total equity 10,856.1 9,922.2
Total liabilities and equity $ 364,372.5 $ 353,455.5

A-4


Condensed Consolidated Income Statements
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions, except per share data) 2021 2020 2021 2020
Revenues
Fee income $ 1,961.9 $ 1,666.5 $ 5,673.5 $ 4,847.9
Premium 35.1 46.5 100.3 134.0
Net investment income 852.0 881.4 2,575.6 2,105.6
Net gains (losses) on derivatives and investments (1,379.3) (2,504.8) (1,194.4) (4,517.7)
Other income 16.6 21.5 70.2 35.6
Total revenues 1,486.3 111.1 7,225.2 2,605.4
Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals 394.1 224.2 887.1 1,071.4
Interest credited on other contract holder funds, net of deferrals 216.6 230.3 656.6 979.3
Interest expense 6.3 7.8 19.0 81.0
Operating costs and other expenses, net of deferrals 613.6 573.3 1,811.5 367.2
Cost of reinsurance 6.2 2,520.1
Amortization of deferred acquisition and sales inducement costs 4.0 (398.8) 552.3 (85.8)
Total benefits and expenses 1,234.6 643.0 3,926.5 4,933.2
Pretax income (loss) before noncontrolling interests 251.7 (531.9) 3,298.7 (2,327.8)
Income tax expense (benefit) (16.4) (157.0) 514.7 (580.8)
Net income (loss) 268.1 (374.9) 2,784.0 (1,747.0)
Less: Net income (loss) attributable to noncontrolling interests 61.9 21.7 186.3 (37.8)
Net income (loss) attributable to Jackson Financial Inc. $ 206.2 $ (396.6) $ 2,597.7 $ (1,709.2)
Earnings per share
Basic $ 2.18 $ (4.28) $ 27.50 $ (29.15)
Diluted $ 2.18 $ (4.28) $ 27.50 $ (29.15)

A-5

Exhibit 99.2
JACKSONLOGOA.JPG

Jackson Announces Fourth Quarter Cash Dividend of $0.50 Per Share and a $300 Million Share Repurchase Program

LANSING, Mich. — November 9, 2021 — Jackson Financial Inc.1 (NYSE: JXN) (Jackson®) today announced that its Board of Directors has approved the commencement of a regular quarterly cash dividend and declared a cash dividend of $0.50 per Class A and Class B common share for the fourth quarter 2021. The Board also authorized a $300 million repurchase program for Jackson’s Class A common stock. The dividend and share repurchase program are the first for Jackson since becoming an independent, publicly-traded company.

“Jackson is committed to returning excess capital to shareholders as part of a balanced capital management strategy,” commented Laura Prieskorn, CEO of Jackson. “This announcement reflects our strong capital position and confidence in our ability to generate consistent, profitable growth that enables strategic reinvestment in the business while returning capital to shareholders. Taken together, the dividend and share repurchase program position us to fulfill our previously announced target of returning $325 million to $425 million to shareholders within the first year following the demerger.”

The fourth quarter cash dividend on Jackson’s Class A and Class B common stock is payable on December 9, 2021 to shareholders of record at the close of business on November 19, 2021. The approximate number of common shares outstanding as of November 8, 2021 was 94.5 million.

Repurchases under the program may be made through open market purchases, unsolicited or solicited privately negotiated transactions, or in such other manner and at such times as management determines in compliance with applicable legal requirements. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. Management reserves its right to amend or terminate the program at any time in its discretion.
# # # #
SAFE HARBOR STATEMENT
This press release may contain certain statements, other than those relating to historical facts, that constitute “forward- looking statements.” Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance, are subject to a number of assumptions, and are inherently susceptible to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements.

Forward- looking statements include statements regarding our intentions, beliefs, assumptions, plans, objectives, goals, strategies, future events or performance, and underlying assumptions concerning, among other things, our expectations with respect to distributing capital to our stockholders; financial position; results of operations; cash flows; financial goals and targets; prospects; growth strategies or expectations; laws and regulations; customer retention; and the impact of prevailing capital markets and economic conditions. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes of our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or
1 Jackson Financial Inc. is a U.S. holding company and the direct parent of Jackson Holdings LLC (JHLLC). The indirect, wholly-owned subsidiaries of JHLLC include Jackson National Life Insurance Company, Brook Life Insurance Company, PPM America, Inc. and Jackson National Asset Management, LLC.
1


suggested by the forward-looking statements contained in this release. A number of important factors, including the risks, uncertainties and assumptions discussed in in the Company’s Registration Statement on Form 10 for the fiscal year ended December 31, 2020, and subsequent filings, all of which are on file with the U.S. Securities and Exchange Commission (the SEC) and are also available in the investor relations section of the Company’s website at https://investors.jackson.com under the heading "SEC Filings," could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements.

There can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. Any forward-looking statements reflect Jackson’s views and assumptions as of the date of this release and Jackson disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

ABOUT JACKSON
Jackson® (NYSE: JXN) is committed to helping clarify the complexity of retirement planning—for financial professionals and their clients. Our range of annuity products, financial know-how, history of award-winning service* and streamlined experiences strive to reduce the confusion that complicates retirement planning. We take a balanced, long-term approach to responsibly serving all of our stakeholders, including customers, shareholders, distribution partners, employees, regulators and community partners. We believe by providing clarity for all today, we can help drive better outcomes for tomorrow. For more information, visit www.jackson.com.

Visit https://investors.jackson.com to view information regarding Jackson Financial Inc. We use this website as a primary channel for disclosing key information to our investors, some of which may contain material and previously non-public information.

*SQM (Service Quality Measurement Group) Contact Center Awards Program for 2004 and 2006-2020. (To achieve world-class certification, 80% or more of call-center customers surveyed must have rated their experience as very satisfied, the highest rating possible).

Jackson National Life Insurance Company is a wholly owned subsidiary of Jackson Financial Inc. Jackson Financial Inc. is a publicly traded company. Prudential plc and Athene Life Re Ltd. each hold a minority economic interest in Jackson Financial Inc. Prudential plc has no relation to Newark, New Jersey-based Prudential Financial, Inc.

Jackson® is the marketing name for Jackson Financial Inc., Jackson National Life Insurance Company® (Home Office: Lansing, Michigan) and Jackson National Life Insurance Company of New York® (Home Office: Purchase, New York).

# # #
Media Contact:
Patrick Rich
patrick.rich@jackson.com

Investor Relations Contact:
Andrew Campbell
andrew.campbell@jackson.com

2