What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-07 · 298 added, 298 removed, 2508 unchanged (19% of the section changed)

3 unchanged sentences

(in millions, except share data)

June 30, December 31,

September 30, December 31,

Assets (Unaudited)

Debt Securities, available-for-sale, net of allowance for credit losses of $ 27 and $ 21 at June 30, 2024 and December 31, 2023, respectively (amortized cost:

Debt Securities, available-for-sale, net of allowance for credit losses of $ 44 and $ 21 at September 30, 2024 and December 31, 2023, respectively (amortized cost:

2024 $ 45,536 ;

4 unchanged sentences

Equity securities, at fair value 213 394

Mortgage loans, net of allowance for credit losses of $ 160 and $ 165 at June 30, 2024 and December 31, 2023, respectively

Mortgage loans, net of allowance for credit losses of $ 148 and $ 165 at September 30, 2024 and December 31, 2023, respectively

Mortgage loans, at fair value under fair value option 432 481

Policy loans (including $ 3,511 and $ 3,457 at fair value under the fair value option at June 30, 2024 and December 31, 2023, respectively)

Policy loans (including $ 3,535 and $ 3,457 at fair value under the fair value option at September 30, 2024 and December 31, 2023, respectively)

Freestanding derivative instruments 295 390

4 unchanged sentences

Deferred acquisition costs 11,986 12,302

Reinsurance recoverable, net of allowance for credit losses of $ 27 and $ 29 at June 30, 2024 and December 31, 2023, respectively

Reinsurance recoverable, net of allowance for credit losses of $ 25 and $ 29 at September 30, 2024 and December 31, 2023, respectively

22,959 25,422

9 unchanged sentences

Market risk benefit liabilities, at fair value 4,384 4,785

Funds withheld payable under reinsurance treaties (including $ 3,683 and $ 3,626 at fair value under the fair value option at June 30, 2024 and December 31, 2023, respectively)

Funds withheld payable under reinsurance treaties (including $ 3,711 and $ 3,626 at fair value under the fair value option at September 30, 2024 and December 31, 2023, respectively)

18,103 19,952

10 unchanged sentences

24,000 shares authorized;

22,000 shares issued and outstanding at June 30, 2024 and December 31, 2023;

22,000 shares issued and outstanding at September 30, 2024 and December 31, 2023;

liquidation preference $ 25,000 per share (See Note 19)

Common stock;

1,000,000,000 shares authorized, $ 0.01 par value per share and 75,700,457 and 78,660,221 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (See Note 19)

1,000,000,000 shares authorized, $ 0.01 par value per share and 74,351,061 and 78,660,221 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (See Note 19)

Additional paid-in capital 6,025 6,005

Treasury stock, at cost;

18,780,549 and 15,820,785 shares at June 30, 2024 and December 31, 2023, respectively

20,133,348 and 15,820,785 shares at September 30, 2024 and December 31, 2023, respectively

( 909 ) ( 599 )

Accumulated other comprehensive income (loss), net of tax expense (benefit) of $( 277 ) and $( 178 ) at June 30, 2024 and December 31, 2023, respectively

Accumulated other comprehensive income (loss), net of tax expense (benefit) of $( 323 ) and $( 178 ) at September 30, 2024 and December 31, 2023, respectively

( 2,383 ) ( 2,808 )

8 unchanged sentences

(Unaudited, in millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

36 unchanged sentences

(Unaudited, in millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Change in unrealized gains (losses) on securities with no credit impairment, net of tax expense (benefit) of:

$( 11 ) and $( 34 ), for the three months ended June 30, 2024 and 2023, respectively, and $( 14 ) and $ 58 , for the six months ended June 30, 2024 and 2023, respectively.

$ 68 and $( 62 ), for the three months ended September 30, 2024 and 2023, respectively, and $ 54 and $( 4 ), for the nine months ended September 30, 2024 and 2023, respectively.

1,679 ( 1,223 ) 1,170 ( 787 )

Change in unrealized gains (losses) on securities with credit impairment, net of tax expense (benefit) of:

$ 1 and $( 1 ) for the three months ended June 30, 2024 and 2023, respectively, and $ 1 and $( 3 ), for the six months ended June 30, 2024 and 2023, respectively.

$( 2 ) and $( 4 ), for the three months ended September 30, 2024 and 2023, respectively, and $( 1 ) and $( 7 ), for the nine months ended September 30, 2024 and 2023, respectively.

( 33 ) ( 15 ) ( 28 ) ( 24 )

Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit) of $ 14 and $ 21 for the three months ended June 30, 2024 and 2023, respectively, and $ 32 and $( 11 ), for the six months ended June 30, 2024 and 2023, respectively.

Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit) of $( 61 ) and $ 55 , for the three months ended September 30, 2024 and 2023, respectively, and $( 29 ) and $ 44 , for the nine months ended September 30, 2024 and 2023, respectively.

( 219 ) 199 ( 103 ) 160

Change in non-performance risk on market risk benefits, net of tax expense (benefit) of $( 7 ) and $( 165 ) for the three months ended June 30, 2024 and 2023, respectively, and $( 118 ) and $( 105 ), for the six months ended June 30, 2024 and 2023, respectively.

Change in non-performance risk on market risk benefits, net of tax expense (benefit) of $( 51 ) and $( 216 ), for the three months ended September 30, 2024 and 2023, respectively, and $( 169 ) and $( 321 ), for the nine months ended September 30, 2024 and 2023, respectively.

( 184 ) ( 783 ) ( 614 ) ( 1,158 )

11 unchanged sentences

Stock Stock Capital at Cost Income Earnings Equity Interests Equity

Balances as of March 31, 2024 $ 533 $ 1 $ 6,005 $ ( 713 ) $ ( 3,423 ) $ 7,766 $ 10,169 $ 187 $ 10,356

Balances as of June 30, 2024 $ 533 $ 1 $ 6,007 $ ( 796 ) $ ( 3,626 ) $ 7,965 $ 10,084 $ 200 $ 10,284

Net income (loss) — — — — — ( 469 ) ( 469 ) 3 ( 466 )

4 unchanged sentences

Purchase of treasury stock — — — ( 113 ) — — ( 113 ) — ( 113 )

Issuance of preferred stock — — — — — — — — —

Share based compensation — — 18 — — — 18 — 18

Balances as of June 30, 2024 $ 533 $ 1 $ 6,007 $ ( 796 ) $ ( 3,626 ) $ 7,965 $ 10,084 $ 200 $ 10,284

Balances as of September 30, 2024 $ 533 $ 1 $ 6,025 $ ( 909 ) $ ( 2,383 ) $ 7,431 $ 10,698 $ 209 $ 10,907

Additional Treasury Other Total Non-

1 unchanged sentence

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

Balances as of June 30, 2023 $ 533 $ 1 $ 5,997 $ ( 466 ) $ ( 3,365 ) $ 5,952 $ 8,652 $ 771 $ 9,423

Net income (loss) — — — — — 2,773 2,773 17 2,790

1 unchanged sentence

Change in equity of noncontrolling interests — — — — .

— — ( 13 ) ( 13 )

Dividends on preferred stock — — — — — ( 11 ) ( 11 ) — ( 11 )

1 unchanged sentence

Purchase of treasury stock — — — ( 72 ) — — ( 72 ) — ( 72 )

Issuance of preferred stock — — — — — — — — —

Share based compensation — — 10 1 — ( 1 ) 10 — 10

Balances as of June 30, 2023 $ 533 $ 1 $ 5,997 $ ( 466 ) $ ( 3,365 ) $ 5,952 $ 8,652 $ 771 $ 9,423

Balances as of September 30, 2023 $ 533 $ 1 $ 6,007 $ ( 537 ) $ ( 5,187 ) $ 8,661 $ 9,478 $ 775 $ 10,253

Additional Treasury Other Total Non-

8 unchanged sentences

Purchase of treasury stock — — — ( 343 ) — — ( 343 ) — ( 343 )

Issuance of preferred stock — — — — — — — — —

Share based compensation — — 20 33 — ( 11 ) 42 — 42

Balances as of June 30, 2024 $ 1 $ 533 $ 1 $ 6,007 $ ( 796 ) $ ( 3,626 ) $ 7,965 $ 10,084 $ 200 $ 10,284

Balances as of September 30, 2024 $ 1 $ 533 $ 1 $ 6,025 $ ( 909 ) $ ( 2,383 ) $ 7,431 $ 10,698 $ 209 $ 10,907

Additional Treasury Other Total Non-

10 unchanged sentences

Share based compensation — — ( 56 ) 142 — ( 52 ) 34 — 34

Balances as of June 30, 2023 $ 533 $ 1 $ 5,997 $ ( 466 ) $ ( 3,365 ) $ 5,952 $ 8,652 $ 771 $ 9,423

Balances as of September 30, 2023 $ 533 $ 1 $ 6,007 $ ( 537 ) $ ( 5,187 ) $ 8,661 $ 9,478 $ 775 $ 10,253

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Unaudited, in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

33 unchanged sentences

(Unaudited, in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from financing activities:

51 unchanged sentences

Jackson National Life Insurance Company of New York (“Jackson NY” or “JNY”);

Squire Reassurance Company LLC (“Squire Re”);

Squire Reassurance Company II, Inc.

13 unchanged sentences

Jackson and Brooke Re are both direct subsidiaries of Brooke Life and the reinsurance transaction eliminates upon consolidation at JFI.

The reinsurance transaction primarily provides for the cession from Jackson to Brooke Re of liabilities associated with certain guaranteed benefit riders under our variable annuity contracts and similar products of Jackson (“market risk benefits”), both in-force on the effective date of the reinsurance agreement and written in the future (i.e., on a “flow” basis).

, on a “flow” basis).

Brooke Re utilizes a modified U.S.

11 unchanged sentences

In the opinion of management, these 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 six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

Operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

All material intercompany accounts and transactions have been eliminated in consolidation.

6 unchanged sentences

These reclassifications, described below, had no impact on Net Income or Adjusted Operating Earnings.

• Operating derivative income (loss) will no longer be shown as a separate line item within pretax adjusted operating earnings, and these amounts have been reclassified to net investment income.

• Operating derivative income (loss) will no longer be shown as a separate line item within pretax adjusted operating earnings, as these amounts have been reclassified to net investment income.

After recharacterizing the interest rate swaps described above, the only item remaining in operating derivatives was periodic settlements and change in settlement accruals on cross-currency swaps that are intended to hedge certain foreign denominated fixed maturity securities.

28 unchanged sentences

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 has unfolded.

The contracts modified to date met the criteria for the practical expedient and, therefore, had no material impact on the Company’s Condensed Consolidated Financial Statements.

The Company will continue to evaluate the impact of reference rate reform on contract modifications and other transactions through December 31, 2024.

The practical expedient allowed by this standard was elected and applied by the Company.

The contracts modified met the criteria for the practical expedient and, therefore, the transition did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

The Company has completed its transition from the London Interbank Offered Rate ("LIBOR").

Changes in Accounting Principles – Issued but Not Yet Adopted

3 unchanged sentences

This ASU also expands the current interim disclosure requirements to require that nearly all of the annual segment disclosures be made on an interim basis.

The amendments in this ASU will be effective for the Company for annual periods beginning after December 15, 2023, and

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

New Accounting Standards

The amendments in this ASU will be effective for the Company for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied retrospectively.

interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied retrospectively.

The Company is in the process of evaluating the impact of the new guidance and does not plan to early adopt.

4 unchanged sentences

The Company has three reportable segments:

Retail Annuities, Institutional Products, and Closed Life and Annuity Block.

Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks.

The Company reports in Corporate and Other, 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.

26 unchanged sentences

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 Company’s Corporate and Other segment primarily consists of the operations of its investment management subsidiary, PPM, VIEs, and unallocated corporate income and expenses.

The Corporate and Other segment also includes certain eliminations and consolidation adjustments.

12 unchanged sentences

(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, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps;

(ii) net gains (losses) on hedging instruments which includes:

(a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other guaranteed benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps;

and (b) investment income and change in fair value of certain non-derivative assets 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;

2 unchanged sentences

We believe excluding these items removes the impact to both revenue and related expenses associated with Guaranteed Benefits and Net Hedging Results.

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

Segment Information

Net Realized Investment Gains and Losses:

2 unchanged sentences

and (ii) impairments of securities, after adjustment for the non-credit component of the impairment charges.

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

Segment Information

Change in Value of Funds Withheld Embedded Derivative and Net Investment Income on Funds Withheld Assets:

7 unchanged sentences

Set forth in the tables below is certain information with respect to the Company’s segments (in millions):

Three Months Ended June 30, 2024 Retail Annuities Institutional

Three Months Ended September 30, 2024 Retail Annuities Institutional

Products Closed Life

4 unchanged sentences

Net investment income 196 101 155 — 452

Other income 9 — 7 ( 6 ) 10

Other income (loss) 8 — 7 ( 1 ) 14

Total Operating Revenues 1,344 101 295 11 1,751

13 unchanged sentences

Segment Information

Three Months Ended June 30, 2023 Retail Annuities Institutional

Three Months Ended September 30, 2023 Retail Annuities Institutional

Products Closed Life

17 unchanged sentences

Pretax Adjusted Operating Earnings $ 354 $ 21 $ 6 $ ( 26 ) $ 355

Six Months Ended June 30, 2024 Retail Annuities Institutional

Nine Months Ended September 30, 2024 Retail Annuities Institutional

Products Closed Life

4 unchanged sentences

Net investment income 514 332 486 3 1,335

Other income 17 — 14 ( 20 ) 11

Other income (loss) 25 — 21 ( 21 ) 25

Total Operating Revenues 3,886 332 922 18 5,158

13 unchanged sentences

Segment Information

Six Months Ended June 30, 2023 Retail Annuities Institutional

Nine Months Ended September 30, 2023 Retail Annuities Institutional

Products Closed Life

18 unchanged sentences

Intersegment eliminations in the above tables are included in the Corporate and Other segment.

These include the elimination of investment income, 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 Financial and its subsidiaries to PPM, which were $ 20 million and $ 19 million for the three months ended June 30, 2024 and 2023, respectively, and $ 39 million and $ 37 million for the six months ended June 30, 2024 and 2023, respectively .

These include the elimination of investment income, 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 Financial and its subsidiaries to PPM, which were $ 21 million and $ 20 million for the three months ended September 30, 2024 and 2023, respectively, and $ 60 million and $ 57 million for the nine months ended September 30, 2024 and 2023, respectively .

The following table summarizes the reconciling items from the non-GAAP measure of total operating revenues to the U.S.

GAAP measure of total revenues attributable to the Company (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Fees attributed to guarantee benefit reserves 779 784 2,347 2,345

Net gains (losses) on derivatives and investments ( 1,550 ) ( 2,205 ) ( 4,635 ) ( 5,567 )

Net gains (losses) on hedging instruments and investments ( 678 ) ( 137 ) ( 5,313 ) ( 5,704 )

Net investment income (loss) related to noncontrolling interests 3 17 17 21

9 unchanged sentences

GAAP measure of total benefits and expenses attributable to the Company (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

GAAP measure of net income attributable to the Company (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Fees attributable to guarantee benefit reserves 779 784 2,347 2,345

Net movement in freestanding derivatives ( 1,083 ) ( 1,911 ) ( 3,659 ) ( 4,423 )

Net gains (losses) on hedging instruments 591 ( 271 ) ( 3,068 ) ( 4,694 )

Market risk benefits gains (losses), net ( 1,172 ) 2,376 2,062 5,120

20 unchanged sentences

Debt Securities

The following table sets forth the composition of the fair value of debt securities at June 30, 2024, and December 31, 2023, classified by rating categories as assigned by a nationally recognized statistical rating organization (a “rating agency”), the National Association of Insurance Commissioners (the “NAIC”), or if not rated by such organizations, the Company’s investment advisors.

The following table sets forth the composition of the fair value of debt securities at September 30, 2024, and December 31, 2023, classified by rating categories as assigned by a nationally recognized statistical rating organization (a “rating agency”), the National Association of Insurance Commissioners (the “NAIC”), or if not rated by such organizations, the Company’s investment advisors.

The Company uses the second lowest rating by a rating agency when rating agencies ratings are not equivalent and, for purposes of the table, if not otherwise rated by a rating agency, the NAIC rating of a security is converted to an equivalent rating agency rating.

At June 30, 2024 and December 31, 2023, the carrying value of investments rated by the Company’s consolidated investment advisor totaled $ 352 million and $ 486 million, respectively.

At September 30, 2024 and December 31, 2023, the carrying value of investments rated by the Company’s consolidated investment advisor totaled $ 233 million and $ 486 million, respectively.

Percent of Total Debt

Securities Carrying Value

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Investment Rating

7 unchanged sentences

100.0 % 100.0 %

At June 30, 2024 and December 31, 2023, the total carrying value of debt securities in an unrealized loss position consisted of:

June 30, 2024 December 31, 2023

At September 30, 2024 and December 31, 2023, the total carrying value of debt securities in an unrealized loss position consisted of:

September 30, 2024 December 31, 2023

Investment grade securities 77 % 77 %

1 unchanged sentence

Not rated securities 21 % 21 %

Unrealized losses on debt securities that were below investment grade or not rated were approximately 21 % and 21 % of the aggregate gross unrealized losses on available-for-sale debt securities at June 30, 2024 and December 31, 2023, respectively.

Unrealized losses on debt securities that were below investment grade or not rated were approximately 20 % and 21 % of the aggregate gross unrealized losses on available-for-sale debt securities at September 30, 2024 and December 31, 2023, respectively.

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

Corporate securities in an unrealized loss position were diversified across industries as follows (in millions, except percentages):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Industries accounting for the largest percentage of corporate gross unrealized losses:

2 unchanged sentences

Largest unrealized loss related to a single corporate obligor $ 54 $ 50

At June 30, 2024 and December 31, 2023, 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):

At September 30, 2024 and December 31, 2023, 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

June 30, 2024 Cost (1)

September 30, 2024 Cost (1)

Credit Loss Gains Losses Value

21 unchanged sentences

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

The amortized cost, ACL, gross unrealized gains and losses, and fair value of debt securities at June 30, 2024, by contractual maturity, are shown below (in millions).

The amortized cost, ACL, gross unrealized gains and losses, and fair value of debt securities at September 30, 2024, 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.

12 unchanged sentences

(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 $ 86 million and $ 91 million at June 30, 2024 and December 31, 2023, respectively, were on deposit with regulatory authorities.

As required by law in various states in which business is conducted, securities with a carrying value of $ 91 million and $ 91 million at September 30, 2024 and December 31, 2023, 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.

3 unchanged sentences

Amortized for Unrealized Unrealized Fair

June 30, 2024 Cost (1)

September 30, 2024 Cost (1)

Credit Loss Gains Losses Value

18 unchanged sentences

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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Less than 12 months Less than 12 months

35 unchanged sentences

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

Debt securities in an unrealized loss position as of June 30, 2024 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.

Debt securities in an unrealized loss position as of September 30, 2024 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.

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

As of June 30, 2024, unrealized losses associated with debt securities are primarily due to widening credit spreads or rising risk-free rates since purchase.

As of September 30, 2024, unrealized losses associated with debt securities are primarily due to widening credit spreads or rising risk-free rates since purchase.

As described below, the Company performed analyses 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.

25 unchanged sentences

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, unrealized losses currently reported in accumulated other comprehensive income (loss) may be recognized in the Consolidated Income Statements in future periods.

If actual experience differs negatively from the assumptions and other considerations used in the Condensed Consolidated Financial Statements, unrealized losses currently reported in accumulated other comprehensive income (loss) may be recognized in the Consolidated Income Statements in future periods.

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

2 unchanged sentences

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.

Any changes to the allowance for credit loss are 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.

1 unchanged sentence

Accrued interest receivables that are determined to be uncollectible are written off with a corresponding reduction to net investment income.

Accrued interest of nil and nil was written off during the three and six months ended June 30, 2024 and 2023, respectively.

Accrued interest of $ 1 million and $ 1 million was written off during the three and nine months ended September 30, 2024 and 2023, respectively.

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

Three Months Ended June 30, 2024 US

Three Months Ended September 30, 2024 US

securities Other government securities Public

1 unchanged sentence

asset-backed securities Total

Balance at April 1, 2024 $ — $ — $ — $ 13 $ 6 $ — $ 1 $ 20

Balance at July 1, 2024 $ — $ — $ — $ 13 $ 6 $ — $ 8 $ 27

Additions for which credit loss was not previously recorded — — 16 — — — — 16

5 unchanged sentences

Securities intended/required to be sold before recovery of amortized cost basis — — — — — — — —

Balance at June 30, 2024 (2)

Balance at September 30, 2024 (2)

$ — $ — $ 16 $ 9 $ 4 $ — $ 15 $ 44

Three Months Ended June 30, 2023 US

Three Months Ended September 30, 2023 US

securities Other government securities Public

1 unchanged sentence

asset-backed securities Total

Balance at April 1, 2023 $ — $ 3 $ — $ 21 $ 5 $ — $ — $ 29

Balance at July 1, 2023 $ — $ 3 $ — $ 7 $ 6 $ — $ — $ 16

Additions for which credit loss was not previously recorded — 2 — 15 — 9 — 26

5 unchanged sentences

Securities intended/required to be sold before recovery of amortized cost basis — ( 2 ) — ( 6 ) — ( 9 ) — ( 17 )

Balance at June 30, 2023 (2)

Balance at September 30, 2023 (2)

$ — $ 3 $ — $ 17 $ 6 $ — $ — $ 26

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

Six Months Ended June 30, 2024 US

Nine Months Ended September 30, 2024 US

securities Other government securities Public

9 unchanged sentences

Securities intended/required to be sold before recovery of amortized cost basis — — — — — — — —

Balance at June 30, 2024 (2)

Balance at September 30, 2024 (2)

$ — $ — $ 16 $ 9 $ 4 $ — $ 15 $ 44

Six Months Ended June 30, 2023 US

Nine Months Ended September 30, 2023 US

securities Other government securities Public

9 unchanged sentences

Securities intended/required to be sold before recovery of amortized cost basis — ( 2 ) — ( 23 ) — ( 9 ) — ( 34 )

Balance at June 30, 2023 (2)

Balance at September 30, 2023 (2)

$ — $ 3 $ — $ 17 $ 6 $ — $ — $ 26

(1) Represents purchased credit-deteriorated ("PCD") fixed maturity available-for-sale securities.

(2) Accrued interest receivable on debt securities totaled $ 425 million and $ 429 million as of June 30, 2024 and 2023, respectively, and was excluded from the determination of credit losses for the three and six months ended June 30, 2024 and 2023.

(2) Accrued interest receivable on debt securities totaled $ 446 million and $ 416 million as of September 30, 2024 and 2023, respectively, and was excluded from the determination of credit losses for the three and nine months ended September 30, 2024 and 2023.

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

1 unchanged sentence

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

12 unchanged sentences

Net investment income $ 726 $ 761 $ 2,208 $ 2,110

(1) Includes changes in fair value gains (losses) on trading securities and includes $( 3 ) million and $ 22 million for the three and six months ended June 30, 2024, respectively, and $( 35 ) million and $( 8 ) million for the three and six months ended June 30, 2023, respectively, related to the change in fair value for securities carried under the fair value option.

(1) Includes changes in fair value gains (losses) on trading securities and includes $( 23 ) million and $( 1 ) million for the three and nine months ended September 30, 2024, respectively, and $ 51 million and $ 43 million for the three and nine months ended September 30, 2023, respectively, related to the change in fair value for securities carried under the fair value option.

(2) In the first quarter of 2024, interest costs principally associated with repurchase agreements and cash collateral were reclassified from interest expense to net investment income.

All prior period amounts have been conformed to current period presentation.

(3) Includes expenses from consolidated variable interest entities, which includes changes in fair value of notes issued by those entities, of $( 48 ) million and $( 106 ) million for the three and six months ended June 30, 2024, respectively, and $ 19 million and $( 72 ) million for the three and six months ended June 30, 2023, respectively.

Unrealized gains (losses) included in investment income that were recognized on equity securities held were $( 1 ) million and $( 8 ) million, for the three months ended June 30, 2024, and 2023, respectively, and $ 6 million and $( 22 ) million, for the six months ended June 30, 2024 and 2023, respectively.

(3) Includes expenses from consolidated variable interest entities, which includes changes in fair value of notes issued by those entities, of $( 44 ) million and $( 150 ) million for the three and nine months ended September 30, 2024, respectively, and $( 70 ) million and $( 144 ) million for the three and nine months ended September 30, 2023, respectively.

Unrealized gains (losses) included in investment income that were recognized on equity securities held were $ 10 million and $( 16 ) million for the three months ended September 30, 2024, and 2023, respectively, and $ 16 million and $( 38 ) million for the nine months ended September 30, 2024 and 2023, respectively.

Net Gains (Losses) on Derivatives and Investments

The following table summarizes net gains (losses) on derivatives and investments (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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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 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.

The aggregate fair value of securities sold at a loss for the three and six months ended June 30, 2024 was $ 625 million and $ 1,895 million, which was approximately 95 % and 93 % of book value, respectively.

The aggregate fair value of securities sold at a loss for the three and six months ended June 30, 2023 was $ 356 million and $ 2,153 million, which was approximately 93 % and 96 % of book value, respectively.

Proceeds from sales of available-for-sale debt securities were $ 1.2 billion and $ 2.9 billion during the three and six months ended June 30, 2024, respectively, and $ 1.3 billion and $ 3.3 billion during the three and six months ended June 30, 2023, respectively.

These gains (losses) are increased or decreased by changes in the embedded derivative liability related to the Athene Life Re Ltd.

("Athene") funds withheld coinsurance agreement (as described in Item 2, the “Athene Reinsurance Transaction”) 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.

The aggregate fair value of securities sold at a loss for the three and nine months ended September 30, 2024 was $ 419 million and $ 2,314 million, which was approximately 97 % and 94 % of book value, respectively.

The aggregate fair value of securities sold at a loss for the three and nine months ended September 30, 2023 was $ 756 million and $ 2,909 million, which was approximately 88 % and 94 % of book value, respectively.

Proceeds from sales of available-for-sale debt securities were $ 0.6 billion and $ 3.5 billion during the three and nine months ended September 30, 2024, respectively, and $ 0.9 billion and $ 4.2 billion during the three and nine months ended September 30, 2023, respectively.

Consolidated Variable Interest Entities ("VIEs")

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In each case, the Company’s exposure to loss is limited to the capital invested plus, in the cases of the limited liability companies ("LLCs") and the Private Equity Funds, unfunded capital commitments.

Creditors of the consolidated VIEs do not have recourse to the general credit of the Company.

• The Company funds affiliated LLCs to facilitate the issuance of collateralized loan obligations ("CLOs").

In December 2023, a consolidated CLO expanded its issuance by $ 97 million, net of the Company’s holding, which was not reflected in the Company's Consolidated Balance Sheet as of December 31, 2023 due to the reporting lag.

In June 2024, a consolidated VIE issued $ 369 million par, net of the Company's holding, of a collateralized loan obligation.

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 June 30, 2024, 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.

Private Equity Fund IX was created in the third quarter of 2024, but is not expected to be funded by the Company until 2025.

The Company sold all of its investment in Private Equity Funds III - VI and the majority of its investment in Private Equity Fund VII during the year ended December 31, 2023.

5 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Debt securities, at fair value under fair value option $ 2,459 $ 2,037

17 unchanged sentences

Unfunded capital commitments for these investments are detailed in Note 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 $ 2,666 million and $ 2,576 million as of June 30, 2024 and December 31, 2023, respectively.

The Company’s exposure to loss is limited to the capital invested and unfunded capital commitments related to the LPs/LLCs, which was $ 2,609 million and $ 2,576 million as of September 30, 2024 and December 31, 2023, 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.

1 unchanged sentence

• The Company invests in certain mutual funds.

Mutual funds are recognized in equity securities on the Condensed Consolidated Balance Sheets and were $ 22 million and $ 21 million as of June 30, 2024 and December 31, 2023, respectively.

Mutual funds are recognized in equity securities on the Condensed Consolidated Balance Sheets and were $ 24 million and $ 21 million as of September 30, 2024 and December 31, 2023, respectively.

The Company’s maximum exposure to loss on these mutual funds is limited to the amortized cost for these investments.

8 unchanged sentences

Commercial and Residential Mortgage Loans

The following table shows commercial mortgage loans, residential mortgage loans, and the respective accrued interest thereon at June 30, 2024 and December 31, 2023 (in millions):

June 30, 2024 December 31, 2023

The following table shows commercial mortgage loans, residential mortgage loans, and the respective accrued interest thereon at September 30, 2024 and December 31, 2023 (in millions):

September 30, 2024 December 31, 2023

Commercial mortgage loans (1)

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(2) Net of an allowance for credit losses of $ 5 million and $ 5 million at each date, respectively.

At June 30, 2024, commercial mortgage loans were collateralized by properties located in 36 states, the District of Columbia, and Europe, while residential mortgage loans were collateralized by properties located in 49 states, the District of Columbia, Mexico, and Europe.

At September 30, 2024, commercial mortgage loans were collateralized by properties located in 36 states, the District of Columbia, and Europe, while residential mortgage loans were collateralized by properties located in 49 states, the District of Columbia, Mexico, and Europe.

Evaluation for Credit Losses on Mortgage Loans

15 unchanged sentences

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

Three Months Ended June 30, 2024 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at April 1, 2024 $ 30 $ 6 $ 73 $ 27 $ 17 $ 5 $ 4 $ 162

Three Months Ended September 30, 2024 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at July 1, 2024 $ 27 $ 5 $ 70 $ 27 $ 19 $ 7 $ 5 $ 160

Charge offs, net of recoveries ( 3 ) — — — — — — ( 3 )

1 unchanged sentence

Provision (release) ( 4 ) — ( 4 ) 5 ( 1 ) ( 5 ) — ( 9 )

Balance at June 30, 2024 (1) (2)

Balance at September 30, 2024 (1) (2)

$ 20 $ 5 $ 66 $ 32 $ 18 $ 2 $ 5 $ 148

Three Months Ended June 30, 2023 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at April 1, 2023 $ 18 $ 19 $ 67 $ 21 $ 11 $ 3 $ 7 $ 146

Three Months Ended September 30, 2023 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at July 1, 2023 $ 16 $ 7 $ 91 $ 25 $ 12 $ 3 $ 8 $ 162

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

1 unchanged sentence

Provision (release) 8 ( 1 ) 30 — 4 — ( 3 ) 38

Balance at June 30, 2023 (1) (2)

Balance at September 30, 2023 (1) (2)

$ 24 $ 6 $ 121 $ 25 $ 16 $ 3 $ 5 $ 200

Six Months Ended June 30, 2024 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Nine Months Ended September 30, 2024 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at January 1, 2024 $ 28 $ 4 $ 78 $ 27 $ 17 $ 6 $ 5 $ 165

2 unchanged sentences

Provision (release) ( 5 ) 1 ( 12 ) 5 1 ( 4 ) — ( 14 )

Balance at June 30, 2024 (1) (2)

Balance at September 30, 2024 (1) (2)

$ 20 $ 5 $ 66 $ 32 $ 18 $ 2 $ 5 $ 148

Six Months Ended June 30, 2023 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Nine Months Ended September 30, 2023 Apartment Hotel Office Retail Warehouse Other Residential Mortgage Total

Balance at January 1, 2023 $ 16 $ 20 $ 15 $ 21 $ 16 $ 3 $ 4 $ 95

2 unchanged sentences

Provision (release) 8 ( 14 ) 106 4 — — 1 105

Balance at June 30, 2023 (1) (2)

Balance at September 30, 2023 (1) (2)

$ 24 $ 6 $ 121 $ 25 $ 16 $ 3 $ 5 $ 200

(1) Accrued interest receivable totaled $ 44 million and $ 44 million as of June 30, 2024 and 2023, respectively, and was excluded from the determination of credit losses.

(2) Accrued interest amounting to $ 1 million and $ 2 million were written off as of June 30, 2024 and 2023, respectively, relating to loans that were greater than 90 days delinquent or in the process of foreclosure.

(1) Accrued interest receivable totaled $ 42 million and $ 45 million as of September 30, 2024 and 2023, respectively, and was excluded from the determination of credit losses.

(2) Accrued interest amounting to $ 1 million and $ 2 million was written off as of September 30, 2024 and 2023, 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.

2 unchanged sentences

The following table provides information about our impaired residential mortgage loans (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Recorded investment $ 32 $ 24

5 unchanged sentences

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

June 30, 2024

September 30, 2024

2024 2023 2022 2021 2020 Prior Revolving

38 unchanged sentences

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

June 30, 2024

September 30, 2024

In Good Standing (1)

23 unchanged sentences

Total $ 10,473 $ — $ 66 $ 24 $ 10,563

(1) At June 30, 2024 and December 31, 2023, includes mezzanine and bridge loans in good standing of $ 361 million and $ 368 million in the Apartment category, $ 27 million and $ 21 million in the Hotel category, $ 139 million and $ 171 million in the Office category, $ 32 million and $ 32 million in the Retail category, $ 295 million and $ 287 million in the Warehouse category, and $ 23 million and $ 48 million in the Other category, respectively.

At June 30, 2024 and December 31, 2023, includes restructured mezzanine and bridge loans of $ 23 million and nil in the Office category.

(2) At June 30, 2024 and December 31, 2023, includes $ 20 million and $ 22 million of loans purchased when the loans were greater than 90 days delinquent and $ 4 million and $ 5 million of loans in process of foreclosure, are supported with insurance or other guarantees provided by various governmental programs, respectively.

(1) At September 30, 2024 and December 31, 2023, includes mezzanine and bridge loans in good standing of $ 350 million and $ 368 million in the Apartment category, $ 27 million and $ 21 million in the Hotel category, $ 138 million and $ 171 million in the Office category, $ 32 million and $ 32 million in the Retail category, $ 268 million and $ 287 million in the Warehouse category, and $ 23 million and $ 48 million in the Other category, respectively.

At September 30, 2024 and December 31, 2023, includes restructured mezzanine and bridge loans of $ 24 million and nil in the Office category.

(2) At September 30, 2024 and December 31, 2023, includes $ 18 million and $ 22 million of loans purchased when the loans were greater than 90 days delinquent and $ 3 million and $ 5 million of loans in process of foreclosure, all of which are loans supported with insurance or other guarantees provided by various governmental programs, respectively.

The following table provides information about the mortgage loans modified during the periods indicated to borrowers experiencing financial difficulty (dollars in millions):

1 unchanged sentence

Cost Basis Percent of

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Commercial mortgage loans $ — — %

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Commercial mortgage loans $ — — %

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

Term Extension

Cost Basis Percent of

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Commercial mortgage loans $ 24 0.26 %

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Commercial mortgage loans $ 17 0.18 %

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

The following table describes the financial effect of the modifications made to the loans noted above:

1 unchanged sentence

Financial Effect

Six Months Ended June 30, 2024

Commercial mortgage loans Granted extension of term for three -years and rate converted from variable to 4 % fixed.

Nine Months Ended September 30, 2024

Commercial mortgage loans Granted extension of term for three -years and required partial principal repayment at extension of the loan.

Nine Months Ended September 30, 2023

Commercial mortgage loans Granted extension of term for three -years and required partial principal repayment at extension of the loan.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

2 unchanged sentences

Current 30-89 Days Past Due 90+ Days Past Due

June 30, 2024

September 30, 2024

Commercial mortgage loans $ 40 $ — $ —

June 30, 2023

September 30, 2023

Commercial mortgage loans $ 17 $ — $ —

As of June 30, 2024 and 2023, stressed mortgage loans for which the Company is dependent, or expects to be dependent, on the underlying property to satisfy repayment were $ 31 million and $ 3 million, respectively.

As of September 30, 2024 and 2023, stressed mortgage loans for which the Company is dependent, or expects to be dependent, on the underlying property to satisfy repayment were $ 29 million and $ 16 million, respectively.

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 June 30, 2024 and December 31, 2023, $ 3.5 billion and $ 3.5 billion of these loans were carried at fair value, which the Company believes is equal to unpaid principal balances, plus accrued investment income.

At June 30, 2024 and December 31, 2023, the Company had $ 0.9 billion and $ 0.9 billion, respectively, of policy loans not held as collateral for reinsurance, which were carried at the unpaid principal balances.

At September 30, 2024 and December 31, 2023, $ 3.5 billion and $ 3.5 billion of these loans were carried at fair value, which the Company believes is equal to unpaid principal balances, plus accrued investment income.

At September 30, 2024 and December 31, 2023, the Company had $ 0.9 billion and $ 0.9 billion, respectively, of policy loans not held as collateral for reinsurance, which were carried at the unpaid principal balances.

Other Invested Assets

1 unchanged sentence

FHLBI capital stock is carried at cost and adjusted for any impairment.

At June 30, 2024 and December 31, 2023, FHLB capital stock had a carrying value of $ 115 million and $ 108 million, respectively.

At September 30, 2024 and December 31, 2023, FHLB capital stock had a carrying value of $ 127 million and $ 108 million, respectively.

Real estate is carried at the lower of depreciated cost or fair value and real estate occupied by the Company is carried at depreciated cost.

At June 30, 2024 and December 31, 2023, real estate totaling $ 225 million and $ 226 million, respectively, included foreclosed properties with a book value of $ 6 million and $ 6 million at June 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, real estate totaling $ 227 million and $ 226 million, respectively, included foreclosed properties with a book value of $ 8 million and $ 6 million at September 30, 2024 and December 31, 2023, respectively.

Carrying values for 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 June 30, 2024 and December 31, 2023, investments in LPs had carrying values of $ 2.3 billion and $ 2.1 billion, respectively.

At September 30, 2024 and December 31, 2023, investments in LPs had carrying values of $ 2.4 billion and $ 2.1 billion, respectively.

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

1 unchanged sentence

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 June 30, 2024 and December 31, 2023, the estimated fair value of loaned securities was $ 15 million and $ 19 million, respectively.

As of September 30, 2024 and December 31, 2023, the estimated fair value of loaned securities was $ 25 million and $ 19 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 June 30, 2024 and December 31, 2023, cash collateral received in the amount of $ 15 million and $ 19 million, respectively, was invested by the agent banks and included in cash and cash equivalents of the Company.

At September 30, 2024 and December 31, 2023, cash collateral received in the amount of $ 26 million and $ 19 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.

4 unchanged sentences

These agreements are accounted for as financing transactions, with the assets and associated liabilities included in the Condensed Consolidated Balance Sheets.

At June 30, 2024 and December 31, 2023, the outstanding repurchase agreement balance was $ 1.8 billion and nil , collateralized with U.S.

Treasury securities and corporate securities, of which $ 1.8 billion and nil maturing within 30 days, and was included within repurchase agreements and securities lending payable in the Condensed Consolidated Balance Sheets.

At September 30, 2024 and December 31, 2023, the outstanding repurchase agreement balance was $ 794 million and nil , respectively, collateralized with U.S.

Treasury securities and corporate securities, of which $ 803 million and nil , respectively, was 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 $ 22 million and $ 41 million for the three and six months ended June 30, 2024, respectively, and $ 17 million and $ 25 million for the three and six months ended June 30, 2023, respectively, and is included within net investment income.

Interest expense totaled $ 13 million and $ 54 million for the three and nine months ended September 30, 2024, respectively, and $ 16 million and $ 41 million for the three and nine months ended September 30, 2023, respectively, and is included within net investment income.

Collateral Upgrade Transactions

During the six months ended June 30, 2024, Jackson executed certain paired repurchase and reverse repurchase transactions (“collateral upgrade” transactions) totaling $ 1.5 billion pursuant to master repurchase agreements with participating bank counterparties.

During the first quarter of 2024, Jackson executed certain paired repurchase and reverse repurchase transactions (“collateral upgrade” transactions) totaling $ 1.5 billion pursuant to master repurchase agreements with participating bank counterparties.

Under these collateral upgrade transactions, the Company lends securities (e.g., corporate debt securities or other securities agreed upon between the parties) to bank counterparties in exchange for U.S.

Treasury securities that the Company then uses to provide as collateral.

The paired repurchase and reverse repurchase transactions are settled on a net basis in accordance with master netting agreements.

The paired repurchase and reverse repurchase transactions are settled on a net basis in accordance with master repurchase agreements.

As a result, there was no cash exchanged at initiation of these agreements.

1 unchanged sentence

These transactions do not have a stated maturity and require at least 150 -days' notice prior to termination.

At June 30, 2024 and December 31, 2023, the fair value of the U.S.

treasuries received was $ 1.5 billion and nil , collateralized with corporate securities with a fair value of $ 1.6 billion and nil .

At September 30, 2024 and December 31, 2023, the fair value of the U.S.

treasuries received was $ 1.6 billion and nil , respectively, collateralized with corporate securities with a fair value of $ 1.6 billion and nil , respectively.

Subsequently, the Company provided these U.S.

1 unchanged sentence

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.

Gross interest income of $ 21 million and nil and gross interest expense of $ 23 million and nil for the three months ended June 30, 2024, and 2023, respectively, and gross interest income of $ 33 million and nil and gross interest expense of $ 36 million and nil for the six months ended June 30, 2024 and 2023, respectively, are included within net investment income.

Gross interest income of $ 32 million and nil and gross interest expense of $ 36 million and nil for the three months ended September 30, 2024, and 2023, respectively, and gross interest income of $ 53 million and nil and gross interest expense of $ 59 million and nil for the nine months ended September 30, 2024 and 2023, respectively, are included within net investment income.

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

7 unchanged sentences

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):

June 30, 2024

September 30, 2024

Contractual/ Assets Liabilities Net

3 unchanged sentences

Cross-currency swaps $ 1,714 $ 133 $ 131 $ 2

Equity index call options 1,000 36 — 36

Equity index futures (2)

61 unchanged sentences

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):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

19 unchanged sentences

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 June 30, 2024 and December 31, 2023, the fair value of the Company’s net non-cleared, over-the-counter derivative assets by counterparty were $ 125 million and $ 117 million, respectively, and held collateral was $ 116 million and $ 841 million, respectively, related to these agreements.

At June 30, 2024 and December 31, 2023, the fair value of the Company’s net non-cleared, over-the-counter derivative liabilities by counterparty were $ 799 million and $ 937 million, respectively, and provided collateral was $ 924 million and $ 751 million, respectively, related to these agreements.

If all the downgrade provisions had been triggered at June 30, 2024 and December 31, 2023, in aggregate, the Company would have had to disburse nil and $ 910 million, respectively, and would have been allowed to claim $ 134 million and nil , respectively.

The Company pledged collateral of $ 2,149 million and $ 2,616 million as of June 30, 2024 and December 31, 2023, respectively, for initial margin related to uncleared margin for over-the-counter derivatives and exchange-traded futures.

At September 30, 2024 and December 31, 2023, the fair value of the Company’s net non-cleared, over-the-counter derivative assets by counterparty were $ 139 million and $ 117 million, respectively, and held collateral was $ 139 million and $ 841 million, respectively, related to these agreements.

At September 30, 2024 and December 31, 2023, the fair value of the Company’s net non-cleared, over-the-counter derivative liabilities by counterparty were $ 269 million and $ 937 million, respectively, and provided collateral was $ 297 million and $ 751 million, respectively, related to these agreements.

If all the downgrade provisions had been triggered at September 30, 2024 and December 31, 2023, in aggregate, the Company would have had to disburse nil and $ 910 million, respectively, and would have been allowed to claim $ 28 million and nil , respectively.

The Company pledged collateral of $ 1,954 million and $ 2,616 million as of September 30, 2024 and December 31, 2023, respectively, for initial margin related to uncleared margin for over-the-counter derivatives and exchange-traded futures.

Variation margin on exchange traded futures is settled through the netting of cash paid/received for variation margin against the fair value of the trades.

6 unchanged sentences

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

June 30, 2024

September 30, 2024

Recognized Gross

41 unchanged sentences

The actual amount of collateral may be greater than amounts presented in the tables.

The above tables exclude net embedded derivative liabilities of $ 2,982 million and $ 2,090 million as of June 30, 2024 and December 31, 2023, respectively, as these derivatives are not subject to master netting arrangements.

The above tables also exclude the funds withheld embedded derivative asset (liability) of $ 2,522 million and $ 2,468 million at June 30, 2024 and December 31, 2023.

The above tables exclude net embedded derivative liabilities of $ 3,624 million and $ 2,090 million as of September 30, 2024 and December 31, 2023, respectively, as these derivatives are not subject to master netting arrangements.

The above tables also exclude the funds withheld embedded derivative asset (liability) of $ 1,992 million and $ 2,468 million at September 30, 2024 and December 31, 2023, respectively.

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

2 unchanged sentences

The following table summarizes the fair value and carrying value of the Company’s financial instruments (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Value Carrying

59 unchanged sentences

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 June 30, 2024 and December 31, 2023, the pricing model used by the Company utilizes current spread levels of similarly rated securities to determine the market discount rate for the security.

For those securities that were internally valued at September 30, 2024 and December 31, 2023, 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.

5 unchanged sentences

Fair values for limited partnership interests, which are included in other invested assets, are 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 June 30, 2024 and December 31, 2023.

No adjustments to these amounts were deemed necessary at September 30, 2024 and December 31, 2023.

As a result of using the net asset value per share practical expedient, limited partnership interests are not classified in the fair value hierarchy.

78 unchanged sentences

RILA guaranteed benefit features are classified as MRBs and measured at fair value.

Unlike variable or fixed index annuities, a majority of RILA product features 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.

13 unchanged sentences

Fair Value Option

The Company elected the fair value option for debt securities related to certain consolidated investments totaling $ 2,409 million and $ 2,037 million at June 30, 2024 and December 31, 2023, respectively.

The Company elected the fair value option for debt securities related to certain consolidated investments totaling $ 2,459 million and $ 2,037 million at September 30, 2024 and December 31, 2023, 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 $ 4,099 million and $ 4,054 million at June 30, 2024 and December 31, 2023, respectively, as discussed above, and includes mortgage loans as discussed below.

During the third quarter of 2024, the Company began purchasing certain debt securities for purposes of mitigating components of the Company’s exposure to changes in the value of certain market risk benefits.

The Company elected the fair value option on these debt securities, with changes in fair value reflected in net income, to align with the corresponding changes in the value of the market risk benefits recognized through net income.

These debt securities totaling $ 323 million and nil at September 30, 2024 and December 31, 2023, respectively, are presented as debt securities, at fair value under the fair value option in the Condensed Consolidated Balance Sheets.

The Company has elected the fair value option for certain funds withheld assets, which are held as collateral for reinsurance, totaling $ 4,121 million and $ 4,054 million at September 30, 2024 and December 31, 2023, 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 with Athene.

2 unchanged sentences

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):

June 30, December 31,

September 30, December 31,

Fair value $ 432 $ 481

Aggregate contractual principal 441 491

As of June 30, 2024, 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.

The Company elected the fair value option for notes issued by consolidated VIEs totaling $ 2,041 million and $ 1,988 million at June 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, 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.

The Company elected the fair value option for notes issued by consolidated VIEs totaling $ 2,366 million and $ 1,988 million at September 30, 2024 and December 31, 2023, 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.

3 unchanged sentences

The following tables summarize the Company’s assets and liabilities that are carried at fair value by hierarchy levels (in millions):

June 30, 2024

September 30, 2024

Total Level 1 Level 2 Level 3

66 unchanged sentences

The table below presents the balances of Level 3 assets and liabilities measured at fair value with their corresponding pricing sources (in millions):

June 30, 2024

September 30, 2024

Assets Total Internal External

39 unchanged sentences

The table below presents quantitative information on internally-priced Level 3 assets and liabilities that use significant unobservable inputs (in millions):

As of June 30, 2024

As of September 30, 2024

Value Valuation Technique(s) Significant Unobservable Input(s) Assumption or Input Range Impact of Increase in Input on Fair Value

94 unchanged sentences

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 June 30, 2024 and December 31, 2023, securities of $ 74 million and $ 93 million, respectively, are fair valued using techniques incorporating unobservable inputs and are classified in Level 3 of the fair value hierarchy.

At September 30, 2024 and December 31, 2023, securities of $ 46 million and $ 93 million, respectively, are fair valued using techniques incorporating unobservable inputs and are classified in Level 3 of the fair value hierarchy.

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.

15 unchanged sentences

Fair Value Measurements

The tables below provide roll-forwards for the three and six months ended June 30, 2024 and 2023 of the financial instruments for which significant unobservable inputs (Level 3) are used in the fair value measurement.

The tables below provide roll-forwards for the three and nine months ended September 30, 2024 and 2023 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.

5 unchanged sentences

as of Net Other Issuances in and/or as of

April 1, Income Comprehensive and (out of) June 30,

Three Months Ended June 30, 2024 2024 (Loss) Income (Loss) Settlements Level 3 2024

July 1, Income Comprehensive and (out of) September 30,

Three Months Ended September 30, 2024 2024 (Loss) Income (Loss) Settlements Level 3 2024

Debt securities

14 unchanged sentences

as of Net Other Issuances in and/or as of

April 1, Income Comprehensive and (out of) June 30,

Three Months Ended June 30, 2023 2023 (Loss) Income (Loss) Settlements Level 3 2023

July 1, Income Comprehensive and (out of) September 30,

Three Months Ended September 30, 2023 2023 (Loss) Income (Loss) Settlements Level 3 2023

Debt securities

13 unchanged sentences

as of Net Other Issuances in and/or as of

January 1, Income Comprehensive and (out of) June 30,

Six Months Ended June 30, 2024 2024 (Loss) Income (Loss) Settlements Level 3 2024

January 1, Income Comprehensive and (out of) September 30,

Nine Months Ended September 30, 2024 2024 (Loss) Income (Loss) Settlements Level 3 2024

Debt securities

14 unchanged sentences

as of Net Other Issuances in and/or as of

January 1, Income Comprehensive and (out of) June 30,

Six Months Ended June 30, 2023 2023 (Loss) Income (Loss) Settlements Level 3 2023

January 1, Income Comprehensive and (out of) September 30,

Nine Months Ended September 30, 2023 2023 (Loss) Income (Loss) Settlements Level 3 2023

Debt securities

10 unchanged sentences

Fair Value Measurements

The components of the amounts included in purchases, sales, issuances and settlements for the three and six months ended June 30, 2024 and 2023 shown above are as follows (in millions):

Three Months Ended June 30, 2024 Purchases Sales Issuances Settlements Total

The components of the amounts included in purchases, sales, issuances and settlements for the three and nine months ended September 30, 2024 and 2023 shown above are as follows (in millions):

Three Months Ended September 30, 2024 Purchases Sales Issuances Settlements Total

Debt securities

Public utilities $ — $ — $ — $ — $ —

Corporate securities $ 30 $ ( 9 ) $ — $ — $ 21

5 unchanged sentences

Funds withheld payable under reinsurance treaties $ — $ — $ ( 13 ) $ 56 $ 43

Three Months Ended June 30, 2023 Purchases Sales Issuances Settlements Total

Three Months Ended September 30, 2023 Purchases Sales Issuances Settlements Total

Debt securities

Corporate securities $ 27 $ ( 5 ) $ — $ — $ 22

Equity securities — 1 — — 1

Mortgage loans 45 ( 73 ) — — ( 28 )

Limited partnerships 1 ( 11 ) — — ( 10 )

Policy loans — — 76 ( 50 ) 26

1 unchanged sentence

Funds withheld payable under reinsurance treaties $ — $ — $ ( 96 ) $ 69 $ ( 27 )

Six Months Ended June 30, 2024 Purchases Sales Issuances Settlements Total

Nine Months Ended September 30, 2024 Purchases Sales Issuances Settlements Total

Debt securities

7 unchanged sentences

Funds withheld payable under reinsurance treaties $ — $ — $ ( 357 ) $ 453 $ 96

Six Months Ended June 30, 2023 Purchases Sales Issuances Settlements Total

Nine Months Ended September 30, 2023 Purchases Sales Issuances Settlements Total

Debt securities

7 unchanged sentences

Fair Value Measurements

For the three and six months ended June 30, 2024, transfers from Level 3 to Level 2 of the fair value hierarchy were $ 7 million and $ 16 million, respectively, transfers from Level 2 to Level 3 were $( 11 ) million and $ 4 million, respectively, and transfers from Level 3 to NAV were nil and nil , respectively.

For the three and six months ended June 30, 2023, transfers from Level 3 to Level 2 of the fair value hierarchy were $( 6 ) million and $ 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 nine months ended September 30, 2024, transfers from Level 3 to Level 2 of the fair value hierarchy were $ 18 million and $ 34 million, respectively, transfers from Level 2 to Level 3 were $ 63 million and $ 67 million, respectively, and transfers from Level 3 to NAV were nil and nil , respectively.

For the three and nine months ended September 30, 2023, transfers from Level 3 to Level 2 of the fair value hierarchy were $( 12 ) million and $ 19 million, respectively, transfers from Level 2 to Level 3 were $( 9 ) million and $( 1 ) million, respectively, and transfers from Level 3 to NAV were $( 29 ) million and $( 22 ) million, respectively.

During 2023, management determined that the fair value measurements for certain securities, primarily comprised of asset-backed and other debt securities included in funds withheld accounts, which were classified as Level 2 measurements within the fair value hierarchy in prior reporting periods, should be classified as Level 3 fair value measurements.

2 unchanged sentences

In the fourth quarter of 2023, securities totaling $ 1,336 million that were previously reported as Level 3 were included in “Transfers in and/or (out of) Level 3”.

For the three and six months ended June 30, 2023, the Level 3 Rollforward table and the Level 3 Purchases, Sales, Issuances, and Settlements tables are shown as previously reported and do not reflect this change in classification.

For the three and nine months ended September 30, 2023, the Level 3 Roll forward table and the Level 3 Purchases, Sales, Issuances, and Settlements tables are shown as previously reported and do not reflect this change in classification.

The change in classification did not change the fair value of these securities and did not impact the Condensed Consolidated Balance Sheets or Condensed Consolidated Income Statements.

2 unchanged sentences

The portion of gains (losses) included in net income (loss) or OCI attributable to the change in unrealized gains and losses on Level 3 financial instruments still held was as follows (in millions):

Three Months Ended June 30,

Three Months Ended September 30,

Net Income Included in OCI Included in

13 unchanged sentences

Market risk benefit liabilities ( 260 ) ( 234 ) 1,545 ( 999 )

Six Months Ended June 30,

Nine Months Ended September 30,

Net Income Included in OCI Included in

17 unchanged sentences

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):

June 30, 2024

September 30, 2024

Value Total Level 1 Level 2 Level 3

13 unchanged sentences

Securities lending payable (3)

FHLB advances (4)

500 500 — 500 —

Repurchase agreements (3)

89 unchanged sentences

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,

Nine Months Ended September 30, Year Ended December 31,

Variable Annuities

17 unchanged sentences

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 $ 79 million at June 30, 2024.

Swiss Re Reinsurance

15 unchanged sentences

The Company regularly monitors the financial strength ratings of its reinsurers.

At June 30, 2024 and December 31, 2023, the Company had an allowance for credit losses (“ACL”) of $ 27 million and $ 29 million, respectively, on its reinsurance recoverables, which are reported net of ACL on the Condensed Consolidated Balance Sheets.

At September 30, 2024 and December 31, 2023, the Company had an allowance for credit losses (“ACL”) of $ 25 million and $ 29 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.

9 unchanged sentences

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 are 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 considers the reinsurer’s credit risk.

The reinsured MRBs are measured using a non-option valuation approach that 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 considers the reinsurer’s credit risk.

The attributed fee is locked-in at inception of the contract.

1 unchanged sentence

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

June 30, December 31,

September 30, December 31,

Life $ 5,380 $ 5,370

6 unchanged sentences

Components of the Company’s reinsurance recoverable on market risk benefits were as follows (in millions):

June 30, December 31,

September 30, December 31,

Variable annuity $ 78 $ 90

11 unchanged sentences

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.

See Note 5 - Derivative Instruments of the Notes to Consolidated Financial Statements for more information on the embedded derivative.

See Note 5 - Derivative Instruments of the Notes to Condensed Consolidated Financial Statements for more information on the embedded derivative.

Funds withheld under reinsurance agreements with SRZ

5 unchanged sentences

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):

June 30, December 31,

September 30, December 31,

Debt securities, available-for-sale $ 10,344 $ 11,526

15 unchanged sentences

(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 $ 2,522 million and $ 2,468 million at June 30, 2024 and December 31, 2023, respectively.

(2) Includes funds withheld embedded derivative asset (liability) of $ 1,992 million and $ 2,468 million at September 30, 2024 and December 31, 2023, 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Mortgage loans (2)

47 48 141 174

Policy loans 82 80 246 238

5 unchanged sentences

Total net investment income on funds withheld reinsurance treaties $ 269 $ 303 $ 824 $ 862

(1) Includes nil and $ 1 million for the three and six months ended June 30, 2024, respectively, and nil and $ 2 million for the three and six months ended June 30, 2023, respectively, related to the change in fair value for securities carried under the fair value option.

(2) Includes $ 1 million and $( 3 ) million for the three and six months ended June 30, 2024, respectively, and nil and $( 2 ) million for the three and six months ended June 30, 2023, respectively, related to the change in fair value for mortgage loans carried under the fair value option.

(1) Includes $ 1 million and $ 2 million for the three and nine months ended September 30, 2024, respectively, and $ 1 million and $ 3 million for the three and nine months ended September 30, 2023, respectively, related to the change in fair value for securities carried under the fair value option.

(2) Includes $ 4 million and $ 1 million for the three and nine months ended September 30, 2024, respectively, and $( 5 ) million and $( 7 ) million for the three and nine months ended September 30, 2023, respectively, related to the change in fair value for mortgage loans carried under the fair value option.

(3) Includes management fees.

1 unchanged sentence

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

10 unchanged sentences

Total net gains (losses) on derivatives and investments $ ( 784 ) $ 159 $ ( 1,199 ) $ ( 648 )

(1) Includes the Athene embedded derivative gain (loss) of $ 25 million and $ 54 million for the three and six months ended June 30, 2024, respectively, and $ 113 million and $( 257 ) million for the three and six months ended June 30, 2023, respectively.

(1) Includes the Athene embedded derivative gain (loss) of $( 530 ) million and $( 476 ) million for the three and nine months ended September 30, 2024, respectively, and $ 451 million and $ 194 million for the three and nine months ended September 30, 2023, respectively.

Reserves for Future Policy Benefits and Claims Payable

43 unchanged sentences

The following table summarizes the Company’s reserves for future policy benefits and claims payable balances (in millions):

June 30, December 31,

September 30, December 31,

Reserves for future policy benefits

9 unchanged sentences

Present Value of Expected Net Premiums

Six Months Ended June 30, Year Ended December 31,

Nine Months Ended September 30, Year Ended December 31,

Payout Closed Block Closed Block Payout Closed Block Closed Block

15 unchanged sentences

Present Value of Expected Future Policy Benefits

Six Months Ended June 30, Year Ended December 31,

Nine Months Ended September 30, Year Ended December 31,

Payout Closed Block Closed Block Payout Closed Block Closed Block

2 unchanged sentences

Beginning of period cumulative effect of changes in discount rate assumptions 99 767 185 132 958 275

Beginning balance at original discount rate (including DPL of $ 42 , $ 0 and $ 626 in June 30, 2024, and $ 40 , $ 0 and $ 671 in December 31, 2023 for payout annuities, closed block life and closed block annuity, respectively)

Beginning balance at original discount rate (including DPL of $ 42 , $ 0 and $ 626 in September 30, 2024, and $ 40 , $ 0 and $ 671 in December 31, 2023 for payout annuities, closed block life and closed block annuity, respectively)

1,189 5,901 4,400 1,174 6,406 4,709

5 unchanged sentences

Benefits payments ( 102 ) ( 460 ) ( 359 ) ( 129 ) ( 685 ) ( 493 )

Ending balance of original discount rate (including DPL of $ 52 , $ 0 and $ 602 in June 30, 2024, and $ 42 , $ 0 and $ 626 in December 31, 2023 for payout annuities, closed block life and closed block annuity, respectively)

Ending balance of original discount rate (including DPL of $ 46 , $ 0 and $ 590 in September 30, 2024, and $ 42 , $ 0 and $ 626 in December 31, 2023 for payout annuities, closed block life and closed block annuity, respectively)

1,215 5,572 4,179 1,189 5,901 4,400

8 unchanged sentences

Annuities Life Annuity

June 30, 2024

September 30, 2024

Weighted average duration (years) 7.1 7.1 6.9

2 unchanged sentences

The discount rate assumption was updated based on current market data.

Discount rates were higher in the second quarter of 2024 compared to the fourth quarter of 2023.

Discount rates increased 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.

Discount rates were lower in the third quarter of 2024 compared to the fourth quarter of 2023.

Discount rates decreased primarily due to decreases in risk-free rates.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9.

2 unchanged sentences

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, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Undiscounted Discounted Undiscounted Discounted

10 unchanged sentences

Gross Premiums Interest Expense

Six Months Ended June 30, 2024 Year Ended December 31, 2023 Six Months Ended June 30, 2024 Year Ended December 31, 2023

Nine Months Ended September 30, 2024 Year Ended December 31, 2023 Nine Months Ended September 30, 2024 Year Ended December 31, 2023

Payout Annuities $ 34 $ 22 $ 34 $ 43

3 unchanged sentences

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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Payout Annuities

10 unchanged sentences

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

Six Months Ended June 30, 2024 Year Ended December 31, 2023

Nine Months Ended September 30, 2024 Year Ended December 31, 2023

Balance, beginning of period $ 1,153 $ 1,131

10 unchanged sentences

The weighted average duration represents average cohort-level duration weighted by the benefit reserves amount:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Weighted average duration (years) 9.5 9.7

1 unchanged sentence

Assessments Interest Expense

Six Months Ended June 30, 2024 Year Ended December 31, 2023 Six Months Ended June 30, 2024 Year Ended December 31, 2023

Nine Months Ended September 30, 2024 Year Ended December 31, 2023 Nine Months Ended September 30, 2024 Year Ended December 31, 2023

Additional liability for annuitization, death and other insurance benefits $ ( 101 ) $ ( 148 ) $ 42 $ 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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Weighted average current discount rate 4.98 % 4.97 %

26 unchanged sentences

Jackson National Life Global Funding was formed as a statutory business trust, solely for the purpose of issuing 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 June 30, 2024 and December 31, 2023 totaled $ 4.6 billion and $ 5.8 billion, respectively.

The carrying values at September 30, 2024 and December 31, 2023 totaled $ 5.5 billion and $ 5.8 billion, respectively.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10.

6 unchanged sentences

Advances are in the form of funding agreements, short-term and long-term borrowings issued to FHLBI.

At June 30, 2024 and December 31, 2023, the Company held $ 115 million and $ 108 million of FHLBI capital stock, respectively, supporting $ 2.6 billion and $ 2.3 billion in funding agreements and short-term and long-term borrowings at June 30, 2024 and December 31, 2023, respectively.

At June 30, 2024 and December 31, 2023, the funding agreements and short-term and long-term borrowings were collateralized by mortgage-related securities and commercial mortgage loans with a carrying value of $ 4.0 billion and $ 3.5 billion, respectively.

At September 30, 2024 and December 31, 2023, the Company held $ 127 million and $ 108 million of FHLBI capital stock, respectively, supporting $ 2.0 billion and $ 2.3 billion in funding agreements and short-term and long-term borrowings at September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, the funding agreements and short-term and long-term borrowings were collateralized by mortgage-related securities and commercial mortgage loans with a carrying value of $ 3.0 billion and $ 3.5 billion, respectively.

The following table presents the liabilities for other contract holder funds (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Payout Annuity $ 852 $ 860

19 unchanged sentences

Policy charges and other — ( 57 ) ( 117 ) ( 13 ) — ( 366 ) — ( 553 )

Balance as of June 30, 2024 $ 853 $ 7,622 $ 8,971 $ 9,515 $ 8,253 $ 10,849 $ 1,194 $ 47,257

Balance as of September 30, 2024 $ 852 $ 7,509 $ 9,593 $ 8,990 $ 10,250 $ 10,884 $ 1,163 $ 49,241

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10.

15 unchanged sentences

Annuity Annuity Annuity Annuities RILA Life Annuity

June 30, 2024

September 30, 2024

Weighted-average crediting rate (1)

15 unchanged sentences

(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, 2024 and December 31, 2023, excluding reinsurance business, approximately 94 % and 92 % of the Company’s annuity account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively.

At June 30, 2024 and December 31, 2023, excluding reinsurance business, approximately 83 % and 64 % of the Company’s closed block life account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively.

At September 30, 2024 and December 31, 2023, excluding reinsurance business, approximately 94 % and 92 % of the Company’s annuity account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively.

At September 30, 2024 and December 31, 2023, excluding reinsurance business, approximately 82 % and 64 % 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.

1 unchanged sentence

The following table presents contract holder account balances invested in fixed account funds by range of guaranteed minimum crediting rates and the related range of the difference between rates being credited to other contract holder funds and the respective guaranteed minimums (in millions):

June 30, 2024

September 30, 2024

At Guaranteed 1 Basis Point-50 51 Basis Points-150 Greater Than 150

92 unchanged sentences

The Company also issues variable annuity and life contracts through separate accounts where the Company contractually guarantees to the contract holder (variable contracts with 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"), upon the depletion of funds ("GMWB") or at the end of a specified period ("GMAB").

These guarantees include benefits that are payable in the event of death (guaranteed minimum death benefits, or "GMDB"), at annuitization (guaranteed minimum income benefits, or "GMIB"), upon the depletion of funds (guaranteed minimum withdrawal benefits, or "GMWB") or at the end of a specified period (guaranteed minimum accumulation benefits, or "GMAB").

These guarantees are classified as market risk benefits.

1 unchanged sentence

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.

At June 30, 2024 and December 31, 2023, the assets and liabilities associated with variable life and annuity contracts were $ 229 billion and $ 220 billion, respectively.

At September 30, 2024 and December 31, 2023, the assets and liabilities associated with variable life and annuity contracts were $ 235 billion and $ 220 billion, respectively.

Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company.

2 unchanged sentences

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 the Company’s Defined Contribution Retirement Plan.

These deposits are allocated to the Jackson National Separate Account - II, which had balances of $ 205 million and $ 198 million at June 30, 2024 and December 31, 2023, respectively.

These deposits are allocated to the Jackson National Separate Account - II, which had balances of $ 216 million and $ 198 million at September 30, 2024 and December 31, 2023, respectively.

The Company receives administrative fees for managing the funds.

1 unchanged sentence

The following table presents the roll-forward of the separate account balance for variable annuities (in millions):

Six Months Ended June 30, 2024 Year Ended December 31, 2023

Nine Months Ended September 30, 2024 Year Ended December 31, 2023

Balance as of beginning of period $ 219,381 $ 195,550

8 unchanged sentences

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

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11.

Separate Account Assets and Liabilities

The following table presents the reconciliation of the separate account balance in the Condensed Consolidated Balance Sheets (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Variable Annuities $ 234,736 $ 219,381

1 unchanged sentence

Total $ 235,037 $ 219,656

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11.

Separate Account Assets and Liabilities

The following table presents aggregate fair value of assets, by major investment asset category, supporting separate accounts (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Variable Annuities By Fund Type

24 unchanged sentences

See Note 6 - Fair Value Measurements 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.

1 unchanged sentence

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.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 12.

Market Risk Benefits

These guaranteed benefit features, as well as the reinsurance recoverable on the Company’s GMIB, are classified as MRBs and measured at fair value.

The Company discontinued offering the GMIB in 2009 and the GMAB in 2011.

Variable annuity guaranteed benefit features classified as MRBs, which have explicit fees, are measured using the attributed fee method.

12 unchanged sentences

RILA guaranteed benefit features are classified as MRBs and measured at fair value.

Unlike variable or fixed index annuities, a majority of RILA product features 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.

1 unchanged sentence

The following table presents the reconciliation of the market risk benefits balance in the Condensed Consolidated Balance Sheets (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Variable Other Variable Other

6 unchanged sentences

The following table presents the roll-forward of the net MRB (assets) liabilities for variable annuities (dollars in millions):

Six Months Ended June 30, 2024 Year Ended December 31, 2023

Nine Months Ended September 30, 2024 Year Ended December 31, 2023

Net MRB balance, beginning of period $ ( 2,000 ) $ 767

17 unchanged sentences

(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.

(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 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.

9 unchanged sentences

The aggregate carrying value of long-term debt was as follows (in millions):

June 30, December 31,

September 30, December 31,

Long-Term Debt

6 unchanged sentences

Total long-term debt $ 2,033 $ 2,037

The following table presents the contractual maturities of the Company's long-term debt as of June 30, 2024 (in millions):

The following table presents the contractual maturities of the Company's long-term debt as of September 30, 2024 (in millions):

Calendar Year

1 unchanged sentence

Long-term debt $ — $ — $ 648 $ — $ 1,385 $ 2,033

On June 8, 2022, the Company issued $ 750 million aggregate principal amount of 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 senior unsecured term loan due February 2023.

Revolving Credit Facility

4 unchanged sentences

Commitments under the 2023 Revolving Credit Facility terminate on February 24, 2028.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 13.

Long-Term Debt

Line of Credit Agreement

4 unchanged sentences

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) | 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 $ 500 million and $ 250 million were outstanding at June 30, 2024 and December 31, 2023, respectively, and were recorded in other liabilities.

Interest expense on such advances was $ 3 million and $ 6 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3 million and $ 6 million for the six months ended June 30, 2024 and 2023, respectively.

Advances of nil and $ 250 million were outstanding at September 30, 2024 and December 31, 2023, respectively, and were recorded in other liabilities.

Interest expense on such advances was $ 1 million and nil for the three months ended September 30, 2024 and 2023, respectively, and $ 4 million and $ 6 million for the nine months ended September 30, 2024 and 2023, respectively.

See Note 10 - Other Contract Holder Funds of the Notes Condensed Consolidated Financial Statements for the carrying value of total collateralization of our FHLB obligations .

4 unchanged sentences

The estimated annual ETR is revised, as necessary, at the end of successive interim reporting periods.

The Company’s effective income tax rate was 11.4 % and 11.3 % for the three and six months ended June 30, 2024, compared with 16.8 % and 52.8 % for the same period in 2023.

The Company’s effective income tax rate was 19.3 % and 3.9 % for the three and nine months ended September 30, 2024, respectively, compared with 20.5 % and 13.8 % for the same periods in 2023, respectively.

The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction, utilization of foreign tax credits, and valuation allowance.

The change in the ETR for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 was due to the relationship of taxable income to consolidated pre-tax income (loss).

The ETR differs for the six months ended June 30, 2024 from the full year-ended December 31, 2023 ETR of 0.5 % due to the relationship of taxable income to consolidated pre-tax income.

For the six months ended June 30, 2024 and 2023, the Company recorded an estimate of $ 165 million and nil , respectively, for the provision of the CAMT based on the Company's interpretation of available guidance with an offsetting increase to the deferred tax asset for the credit carryover resulting in no impact to total tax expense.

The estimate is based on interpretations and assumptions we have made regarding the CAMT provisions of the Inflation Reduction Act of 2022 ("IRA").

Department of the Treasury is expected to issue additional regulatory guidance in 2024 that may materially change the estimated provision of the CAMT.

The change in the ETR for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was due to the relationship of taxable income to consolidated pre-tax income (loss).

The ETR differs for the nine months ended September 30, 2024 from the full year-ended December 31, 2023 ETR of 0.5 % due to the relationship of taxable income to consolidated pre-tax income.

On September 12, 2024, the U.S.

Treasury Department and the Internal Revenue Service released proposed regulations addressing the application of the corporate alternative minimum tax (“CAMT”) that was enacted as part of the Inflation Reduction Act of 2022 (“IRA”).

The proposed regulations are generally applicable to tax years ending after September 12, 2024 and consistent with many of the provisions provided in prior CAMT guidance.

The Company did not elect to early adopt the proposed regulations for the 2023 tax returns and relied on reasonable interpretations of previously published guidance resulting in a reduction of $ 263 million to the CAMT liability and related CAMT deferred tax asset as of September 30, 2024.

In addition, the determination of the estimated 2024 CAMT liability considered carryover impacts from the 2023 tax return and consideration of the applicability of the proposed regulations resulting in a reduction of $ 158 million to the CAMT liability and related CAMT deferred tax asset as of September 30, 2024.

For the nine months ended September 30, 2024 and 2023, the Company recorded an estimate of $ 7 million and $ 450 million, respectively, for the provision of the CAMT with an offsetting increase to the deferred tax asset for the credit carryover resulting in no impact to total tax expense.

Treasury Department is expected to issue Final Regulations after the year ended December 31, 2024, which may materially change the estimated provision of the CAMT.

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.

7 unchanged sentences

The Company has adopted an accounting policy to analyze the ability to recover the CAMT credit carryover deferred tax asset separately from the deferred tax assets generated under the regular tax system.

For the six months ended June 30, 2024, changes in market conditions and interest rates impacted the unrealized tax gains

For the nine months ended September 30, 2024, changes in market conditions 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,

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 15.

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 June 30, 2024, 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 ended June 30, 2024 and 2023 the Company recorded an increase of $ 30 million and an increase of $ 76 million, respectively, to the valuation allowance associated with the unrealized tax losses in the Company's available for sale securities portfolio and a change of nil related to both realized and unrealized losses on capital assets of the Non-life Companies.

The $ 30 million increase for the three months ended June 30, 2024, to the valuation allowance consists of $ 42 million tax expense recorded to other comprehensive income and $ 12 million tax benefit recorded in the income tax expense.

The $ 76 million increase for the six months ended June 30, 2024 to the valuation allowance consists of $ 100 million tax expense recorded to other comprehensive income and $ 24 million tax benefit recorded in the income tax expense.

At June 30, 2024 and December 31, 2023, the Company has recorded a total valuation allowance for $ 764 million and $ 688 million, respectively, associated with the unrealized tax losses in the Company's available for sale securities portfolio.

At June 30, 2024 and December 31, 2023, the Company has recorded a total valuation allowance for $ 1 million and $ 1 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 losses will be realized.

and as such, when assessing its recoverability, we consider our ability and intent to hold the underlying securities to recovery.

As of September 30, 2024, 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 nine months ended September 30, 2024, the Company recorded a decrease of $ 295 million and a decrease of $ 218 million, respectively, to the valuation allowance associated with the unrealized tax losses in the Company's available for sale securities portfolio and a change of nil related to both realized and unrealized losses on capital assets of the Non-life Companies.

The $ 295 million decrease for the three months ended September 30, 2024, to the valuation allowance consists of $ 306 million tax benefit recorded to other comprehensive income and $ 11 million tax expense recorded in the income tax expense.

The $ 218 million decrease for the nine months ended September 30, 2024 to the valuation allowance consists of $ 206 million tax benefit recorded to other comprehensive income and $ 12 million tax benefit recorded in the income tax expense.

At September 30, 2024 and December 31, 2023, the Company has recorded a total valuation allowance for $ 471 million and $ 689 million, respectively, associated with the unrealized tax losses in the Life Companies' available for sale securities portfolio where it is not more likely than not that the full tax benefit of the losses will be realized.

Commitments and Contingencies

3 unchanged sentences

The Company accrues for legal contingencies once the contingency is deemed to be probable and reasonably estimable.

At June 30, 2024, the Company had unfunded commitments related to its investments in limited partnerships and limited liability companies totaling $ 774 million.

At June 30, 2024, unfunded commitments related to fixed-rate mortgage loans and other debt securities totaled $ 941 million.

At September 30, 2024, the Company had unfunded commitments related to its investments in limited partnerships and limited liability companies totaling $ 966 million.

At September 30, 2024, unfunded commitments related to fixed-rate mortgage loans and other debt securities totaled $ 669 million.

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

9 unchanged sentences

The following table represents changes in the balance of accumulated other comprehensive income ("AOCI"), net of income tax, related to unrealized investment gains (losses) (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

12 unchanged sentences

$ ( 2,383 ) $ ( 5,187 ) $ ( 2,383 ) $ ( 5,187 )

(1) Includes $( 1,712 ) million and $( 1,612 ) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2024 and December 31, 2023, respectively.

(1) Includes $( 1,336 ) million and $( 1,612 ) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of September 30, 2024 and December 31, 2023, respectively.

(2) Represents the impact of changes in the discount rate used in the remeasurement of our direct reserves for future policy benefits and claims payable, net of the remeasurement of ceded reserves for future policy benefits and claims payable.

2 unchanged sentences

Reclassified from AOCI Affected Line Item in the Condensed

Consolidated Income Statement

Three Months Ended June 30,

Consolidated Income Statements

Three Months Ended September 30,

Net unrealized investment gain (loss):

6 unchanged sentences

Reclassified from AOCI Affected Line Item in the Condensed

Consolidated Income Statement

Six Months Ended June 30,

Consolidated Income Statements

Nine Months Ended September 30,

Net unrealized investment gain (loss):

19 unchanged sentences

The net proceeds from the sale were used for general corporate purposes, including the repayment of senior notes that matured in November 2023.

The following table presents declaration date, record date, payment date and dividends paid per preferred share of, and per depositary share representing, JFI’s Series A preferred stock:

The following table presents the declaration date, record date, payment date and dividends paid per preferred share of, and per depositary share representing the Series A Preferred Stock:

Dividends Paid

3 unchanged sentences

06/30/2024 May 2, 2024 June 6, 2024 July 1, 2024 $ 500 $ 0.50

09/30/2024 August 1, 2024 September 5, 2024 September 30, 2024 $ 500 $ 0.50

Quarter Ended

1 unchanged sentence

06/30/2023 May 8, 2023 June 1, 2023 June 30, 2023 $ 594.44 $ 0.59444

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 was 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 changes to our certificate of incorporation that eliminated the Class B Common Stock.

At June 30, 2024 and December 31, 2023, the Company was authorized to issue up to 1 billion shares of common stock (formerly known as the Class A

09/30/2023 August 7, 2023 August 31, 2023 October 2, 2023 $ 500.00 $ 0.50000

At September 30, 2024 and December 31, 2023, the Company was authorized to issue up to 1 billion shares of common stock with a par value of $ 0.01 per share.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 19.

Common Stock at December 31, 2021).

Share Repurchase Program

On February 27, 2023, our Board of Directors authorized an increase of $ 450 million in our existing authorization to repurchase shares of our outstanding common stock as part of the Company's share repurchase program.

On August 1, 2024, our Board of Directors authorized an increase of $ 750 million in our existing authorization to repurchase shares of our outstanding common stock as part of the Company's share repurchase program.

On February 27, 2023 and August 1, 2024, our Board of Directors authorized increases of $ 450 million and $ 750 million, respectively, in our existing authorization to repurchase shares of our outstanding common stock as part of the Company's share repurchase program.

The Company expects to repurchase common shares from time to time in the open market or in privately negotiated transactions.

2 unchanged sentences

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 the amount of any repurchases made pursuant to such programs.

Through June 30, 2024, we have incurred $ 2 million of excise tax in connection with share repurchases which were greater than stock issuances.

There can be no assurance that we will continue share repurchases or approve any further increase to our current, or approve any new, stock repurchase program, or no assurance to the amount of any repurchases that may be made pursuant to such programs.

Through September 30, 2024, we have incurred $ 3 million of excise tax in connection with share repurchases that exceeded stock issuances.

The excise tax incurred was recognized as part of the cost basis of the treasury stock acquired and not reported as income tax expense.

The following table represents share repurchase activities as part of this share repurchase program:

The following table represents share repurchase activities as part of our share repurchase program:

Period Number of Shares Repurchased Total Payments

7 unchanged sentences

2024 (April 1- June 30) 1,294,473 90 69.16

2024 (July 1- August 1) 459,441 39 84.90

2024 (July 1- September 30) 1,352,821 113 83.39

2024 (October 1- November 1) 489,284 48 98.12

Total 2024 5,293,950 $ 367 $ 69.19

The following table represents changes in the balance of common stock outstanding:

The following table presents changes in the number of shares of common stock outstanding:

Common Stock Issued Treasury Stock Total Common Stock Outstanding

2 unchanged sentences

Shares repurchased under repurchase program — ( 4,804,666 ) ( 4,804,666 )

Shares at June 30, 2024 94,481,006 ( 18,780,549 ) 75,700,457

Shares at September 30, 2024 94,484,409 ( 20,133,348 ) 74,351,061

(1) Represents net shares issued from treasury stock pursuant to the Company’s share-based compensation programs.

8 unchanged sentences

06/30/2024 May 2, 2024 June 6, 2024 June 20, 2024 $ 0.70

09/30/2024 August 1, 2024 September 5, 2024 September 19, 2024 $ 0.70

Quarter Ended

1 unchanged sentence

06/30/2023 May 8, 2023 June 1, 2023 June 15, 2023 $ 0.62

09/30/2023 August 7, 2023 August 31, 2023 September 14, 2023 $ 0.62

Earnings Per Share

4 unchanged sentences

The following table sets forth the calculation of earnings per common share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

13 unchanged sentences

(1) If 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.

The shares excluded from the diluted EPS calculation were 751,646 shares for the three months ended September 30, 2024.

Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 21.

3 unchanged sentences

Dividends Declared to Shareholders

On August 1, 2024, our Board of Directors approved a cash dividend on JFI's common stock, $ 0.70 per share for the third quarter 2024, payable on September 19, 2024, to common shareholders of record on September 5, 2024.

On November 1, 2024, our Board of Directors approved a cash dividend on JFI's common stock of $ 0.70 per share for the fourth quarter 2024, payable on December 19, 2024, to common shareholders of record on December 5, 2024.

The Company also announced the declaration of a cash dividend of $ 0.50 per depositary share, 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 September 30, 2024, to preferred shareholders of record at the close of business on September 5, 2024.

Share Repurchase Authorization

On August 1, 2024, our Board of Directors authorized an increase of $ 750 million to JFI's existing common share repurchase authorization.

The dividend will be payable on December 30, 2024, to preferred shareholders of record at the close of business on December 5, 2024.

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

What changed 10-Q

Item 1. Financial Statements