Jackson(JXN) - 2022 Q4 - Annual Report

Part I Item 1. Business Jackson Financial Inc. is a U.S. financial services company focused on retirement savings and income products, primarily annuities, operating through three core segments - Jackson Financial Inc. focuses on U.S. retirement savings and income, primarily through its subsidiary Jackson National Life Insurance Company, founded in 1961[15][16] - The company completed its demerger from Prudential plc on September 13, 2021, becoming an independent U.S. public company[15] Selected Financial and Operating Measures (Years Ended December 31) | Measure | 2022 | 2021 | | :--- | :--- | :--- | | Total Sales | $18,135 million | $19,804 million | | Assets Under Management (AUM) | $290,549 million | $359,454 million | | Net income (loss) attributable to JFI | $5,697 million | $3,183 million | | Adjusted Operating Earnings | $1,443 million | $2,398 million | | Share repurchase program | $283 million | $211 million | | Dividends on common shares | $199 million | $50 million | | Return on Equity (ROE) | 60.7% | 31.5% | | Adjusted Operating ROE | 13.2% | 28.6% | | Total Financial Leverage Ratio | 18.3% | 22.9% | | Jackson statutory risk-based capital | 544% | 580% | Our Product Offerings by Segment The company manages product offerings across three segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks, with Retail Annuities being the largest - The Retail Annuities segment offers variable, fixed index, fixed, and payout annuities, alongside RILAs and defined contribution lifetime income solutions[26] Retail Annuity Sales and Account Value (2022) | Product Type | 2022 Sales | Account Value (as of Dec 31, 2022) | | :--- | :--- | :--- | | Variable Annuities | $13.6 billion | $205.8 billion | | RILA | $1.8 billion | N/A | | Fixed Index Annuities | $126 million | $415 million (net of reinsurance) | | Fixed Annuities | $162 million | $1.2 billion (net of reinsurance) | | Defined Contribution | $696 million | N/A | - The Institutional Products segment reported $2.4 billion in sales and $9.0 billion in account value in 2022, including guaranteed investment contracts and funding agreements[36] - The Closed Life and Annuity Blocks segment managed over 1.6 million in-force policies and $23.4 billion in total reserves as of December 31, 2022, primarily from acquired products[37][38] Distribution and Operations Jackson distributes retail annuities through a vast network of partners and advisors, leveraging an efficient in-house policy administration platform - As of December 31, 2022, the retail distribution network included approximately 534 partners with over 132,000 advisors in traditional channels and over 1,070 RIA firms with more than 10,400 advisors in the IPA channel[41][42] - The company's in-house policy administration platform manages about 78% of its 3.0 million+ life and annuity policies, contributing to operational efficiency and superior customer service[45] - Product design strategy emphasizes risk management, with 75% of total variable annuity account value including a GMWB or GMWB for Life benefit as of December 31, 2022, and less than 1% including a GMIB, which is substantially reinsured[46] Risk Management The company employs a disciplined Enterprise Risk Management Framework with a "three lines model" and dynamic hedging to mitigate financial and non-financial risks - The risk management framework is structured around a "three lines model": Risk Ownership (first line), Risk Oversight and Challenge (second line), and Independent Assurance (third line)[59] - The hedging program has two main components: a core dynamic program to offset economic liability changes from market movements and a macro program to protect statutory capital in stress scenarios[61] - Third-party reinsurance is utilized to mitigate longevity and mortality risks, as well as risks on specific product features, such as the legacy block of Guaranteed Minimum Income Benefits (GMIBs)[63] - Non-financial risks, such as cyberattacks, third-party failures, and fraud, are managed through an internal control environment with regular assessments and oversight from Risk and Internal Audit teams[71][72] Regulation Jackson Financial is subject to extensive state and federal regulation, including annuity suitability, risk-based capital requirements, and cybersecurity laws - The company's insurance subsidiaries are primarily regulated by state authorities, including the Michigan Department of Insurance and Financial Services (DIFS) and the New York State Department of Financial Services (NYSDFS)[75] - The NAIC's revised Annuity Suitability Model Regulation imposes a "best interest" standard of conduct, which is being adopted by various states[82] - As of December 31, 2022, the company's insurance subsidiaries substantially exceeded the minimum risk-based capital (RBC) requirements set by their respective states of domicile and the NAIC[87] - The company is subject to significant cybersecurity regulations, including the NYSDFS Cybersecurity Regulation and the California Consumer Privacy Act (CCPA), which impose comprehensive data security and privacy obligations[106][109] Human Capital Resources As of December 31, 2022, Jackson employed approximately 3,895 associates, emphasizing internal talent development, diversity, and comprehensive benefits - As of December 31, 2022, the company had approximately 3,895 associates, including 2,975 full-time and 920 part-time[131] - The workforce is approximately 46.9% women and 18.8% racially and ethnically diverse, with four women among seven senior management team members[136] - The company fosters talent development, highlighted by an average tenure of over 20 years for its senior management team[132] Item 1A. Risk Factors The company faces diverse material risks, including market volatility, financing and liquidity challenges, extensive regulatory burdens, product-specific complexities, and operational vulnerabilities Risks Related to Conditions in the Global Capital Markets and the Economy The company's business is highly sensitive to global capital markets and economic conditions, with equity market declines and interest rate changes posing significant risks - The variable annuity business is highly sensitive to equity market conditions; sustained declines can depress policyholder account balances, reduce fee revenues, and increase the likelihood of claims on guaranteed benefits[160][161] - Changes in interest rates can cause fluctuations in income from and valuation of the fixed income portfolio; sustained low rates increase statutory reserves and hedging costs, while rising rates expose disintermediation risk[164][166] Risks Related to Financing and Liquidity As a holding company, Jackson Financial depends on subsidiary dividends, faces debt servicing challenges, requires significant hedging liquidity, and is vulnerable to rating downgrades - Jackson Financial is a holding company dependent on dividends from its insurance subsidiaries to service debt and pay corporate expenses, subject to state regulatory approvals and based on statutory income and surplus[179][180] - A downgrade in the company's financial strength or credit ratings could result in a loss of business, increased policy surrenders, and reduced access to capital and reinsurance[189][191] Risks Related to Legal, Tax and Regulatory Matters The company operates in a heavily regulated industry, facing risks from changing laws, declining RBC ratios, tax law changes, and legal/regulatory investigations - A decline in the risk-based capital (RBC) ratio of insurance subsidiaries could lead to regulatory corrective actions, limit dividend payments, and trigger ratings downgrades[194][195] - Changes in U.S. federal income tax laws that eliminate or reduce the tax-deferral advantages of annuities could adversely affect product sales and profitability[203][204] - A material weakness was identified in internal control over financial reporting related to the risk assessment of a control used to determine the nonperformance risk adjustment for valuing variable annuity guarantee features[218] Risks Related to Our Information Technology and Other Operational Matters The company's operations rely on complex IT systems vulnerable to cyberattacks and failures, posing risks to data integrity, reputation, and financial stability - Business operations depend on complex IT systems that are vulnerable to physical or electronic intrusions, computer viruses, ransomware, and other attacks, which could cause significant interruptions and compromise data integrity[257][258] - Failure to protect the confidentiality of customer or proprietary business information could damage the company's reputation, deter investors, and lead to civil liability and significant expenses[261][264] Item 2. Properties The company owns its corporate headquarters in Lansing, Michigan, and regional headquarters in Franklin, Tennessee, while leasing additional office spaces - Jackson owns its corporate headquarters in Lansing, MI, and regional headquarters in Franklin, TN; it also leases offices in several other locations, including Chicago and Washington D.C.[281] Part II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Jackson Financial's common stock trades on the NYSE, and the company actively engages in share repurchases, with an additional $450 million authorized in February 2023 - The company's common stock is listed on the NYSE under the symbol "JXN" and began trading on September 20, 2021[285] Issuer Purchases of Equity Securities (Q4 2022) | Period | Total Shares Purchased (Program) | Average Price Paid Per Share | | :--- | :--- | :--- | | Oct 2022 | 792,105 | $31.58 | | Nov 2022 | 250,000 | $37.67 | | Dec 2022 | 100,000 | $36.32 | | Total Q4 | 1,142,105 | N/A | - On February 27, 2023, the Board of Directors authorized an additional $450 million for the share repurchase program[287] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and operating results, including key events, non-GAAP measures, segment performance, investments, and capital resources Executive Summary Jackson Financial is a U.S. retirement products company, with recent financial impacts from its demerger, a reinsurance transaction, stock repurchases, and new tax legislation - Significant events affecting the company include its demerger from Prudential in September 2021, a 2020 reinsurance transaction with Athene for its in-force fixed and fixed-index annuity block, and an ongoing stock repurchase program[294][295][298] - The Inflation Reduction Act of 2022 is expected to subject the company to a new corporate alternative minimum tax (AMT) beginning in 2023[298] Non-GAAP Financial Measures The company uses non-GAAP measures like Adjusted Operating Earnings and Adjusted Operating ROE to provide a clearer view of underlying performance by excluding volatile or non-recurring items Reconciliation of Net Income to Adjusted Operating Earnings | (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Net income attributable to JFI | $5,697 | $3,183 | | Pretax income attributable to JFI | $7,068 | $3,785 | | Total non-operating adjustments | $(5,436) | $(1,004) | | Pretax Adjusted Operating Earnings | $1,632 | $2,781 | | Operating income taxes | $189 | $383 | | Adjusted Operating Earnings | $1,443 | $2,398 | Reconciliation of Total Shareholders' Equity to Adjusted Book Value | (in millions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total shareholders' equity | $8,423 | $10,394 | | Exclude AOCI attributable to JFI | $3,375 | $(1,457) | | Adjusted Book Value | $11,798 | $8,937 | Return on Equity (ROE) vs. Adjusted Operating ROE | Measure | 2022 | 2021 | | :--- | :--- | :--- | | ROE on average equity | 60.7% | 31.5% | | Adjusted Operating ROE on average equity | 13.2% | 28.6% | Key Operating Measures In 2022, total sales decreased due to lower variable annuity sales, while total Assets Under Management (AUM) declined primarily from negative equity market returns Total Sales by Product (Years Ended December 31) | (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Total Retail Annuity Sales | $15,737 | $19,329 | | Total Institutional Product Sales | $2,398 | $475 | | Total Sales | $18,135 | $19,804 | Retail Annuities Account Value (net of reinsurance) | (in millions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Variable Annuity | $205,809 | $257,923 | | RILA | $1,875 | $110 | | Total Fixed & Fixed Index Annuity | $1,634 | $1,390 | | Total Retail Annuities | $209,318 | $259,423 | Assets Under Management (AUM) | (in millions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total PPM AUM | $71,479 | $79,204 | | Total JNAM AUM | $219,070 | $280,250 | | Total AUM | $290,549 | $359,454 | Consolidated Results of Operations Pretax income significantly increased in 2022, driven by favorable derivative and investment results, despite higher DAC amortization and lower fee and investment income - Pretax income increased by $3.1 billion to $7.1 billion in 2022, largely due to a $6.3 billion favorable variance in net gains (losses) on derivatives and investments[340] - The improvement in derivative and investment results was driven by lower losses on equity derivatives due to market decreases in 2022 compared to increases in 2021, and more favorable movements in reserves for guaranteed benefits[341] - Offsetting factors included a $1.2 billion increase in DAC amortization, a $0.7 billion decrease in net investment income, and a $0.3 billion decrease in fee income[341] Segment Results of Operations Retail Annuities pretax adjusted operating earnings decreased in 2022 due to lower fee and investment income, while Institutional Products saw an increase, and Closed Life and Annuity Blocks reported a loss Pretax Adjusted Operating Earnings by Segment (Years Ended December 31) | (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Retail Annuities | $1,626 | $2,528 | | Institutional Products | $79 | $64 | | Closed Life and Annuity Blocks | $(1) | $224 | | Corporate and Other | $(72) | $(35) | | Total Pretax Adjusted Operating Earnings | $1,632 | $2,781 | - The decrease in Retail Annuities earnings was primarily driven by a $528 million decrease in fee income due to lower average variable annuity account values and a $289 million decrease in net investment income[346] - The decline in Closed Life and Annuity Blocks earnings was mainly due to a $244 million decrease in net investment income from private equity and limited partnership investments[355] Investments Total investments decreased in 2022 due to rising interest rates impacting debt securities, though the portfolio remains predominantly investment-grade with increased unrealized losses Investment Portfolio Composition (Carrying Values) | (in billions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Debt Securities (AFS, FVO, Trading) | $44.8 | $53.4 | | Mortgage loans | $11.5 | $11.5 | | Policy loans | $4.4 | $4.5 | | Other invested assets | $3.6 | $3.2 | | Total Investments (excl. derivatives) | $64.7 | $72.9 | Debt Securities Credit Quality (% of Total Fair Value) | Investment Rating | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Investment grade (AAA to BBB) | 92.4% | 93.5% | | Below investment grade | 7.6% | 6.5% | - Gross unrealized losses on debt securities increased from $612 million at year-end 2021 to $6,401 million at year-end 2022, primarily due to rising U.S. Treasury rates and widening credit spreads[372] Liquidity and Capital Resources The company maintains strong liquidity and capital, with a high statutory RBC ratio, managing debt, and relying on subsidiary dividends subject to regulatory limits Summary of Cash Flow Activity (Years Ended December 31) | (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash from operating activities | $5,206 | $5,682 | | Net cash from investing activities | $(1,374) | $(1,296) | | Net cash from financing activities | $(2,162) | $(3,774) | | Net increase in cash | $1,670 | $612 | - Jackson's statutory risk-based capital (RBC) ratio was 544% as of December 31, 2022, a decrease from 580% at year-end 2021, primarily due to a $600 million return of capital and higher capital charges for variable annuities[412] - In March 2022, Jackson remitted a $600 million return of capital to its parent, Brooke Life, which subsequently paid a $510 million ordinary dividend to Jackson Financial[422] Financial Strength Ratings (as of Feb 22, 2023) | Agency | Rating | Outlook | | :--- | :--- | :--- | | A.M. Best | A | stable | | Fitch | A | stable | | Moody's | A2 | negative | | S&P | A | stable | Item 7A. Quantitative and Qualitative Disclosures about Market Risk The company manages primary market risks from interest rate and equity price fluctuations through a comprehensive framework and dynamic hedging program - The company's main market risks stem from interest rate fluctuations and equity price movements, which impact its investment portfolio and annuity liabilities[495] - A hedging program is used to balance protecting against adverse market conditions, protecting statutory capital, and stabilizing statutory distributable earnings[508] Market Risk Sensitivity Analysis (as of Dec 31, 2022) | Scenario | Impact on Fixed Rate Debt Securities (Fair Value) | Impact on Annuity Guarantee Liabilities (Carrying Value) | | :--- | :--- | :--- | | +50 bps Interest Rate Change | $(906) million | $(1,531) million | | -50 bps Interest Rate Change | $946 million | $1,726 million | | +10% Equity Market Change | N/A | $(1,793) million | | -10% Equity Market Change | N/A | $2,202 million | Item 8. Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements and the independent auditor's report, which includes an adverse opinion on internal control over financial reporting due to a material weakness - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements, stating they present fairly, in all material respects, the financial position of the company[519] - The auditor issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022, due to a material weakness[520][537] - The identified material weakness relates to an ineffective risk assessment of a control used to determine the nonperformance risk adjustment in the discount rate for valuing certain variable annuity guarantee features[539] Item 9A. Controls and Procedures Management concluded that disclosure controls were ineffective as of December 31, 2022, due to a new material weakness, while a prior weakness has been remediated - Management identified a material weakness in internal control over financial reporting as of December 31, 2022, rendering disclosure controls and procedures ineffective[950][954] - The weakness involves an ineffective risk assessment of a control used to determine the nonperformance risk adjustment in the discount rate for valuing variable annuity guarantee features; remediation is expected by the end of 2023[955][960] - A previously identified material weakness from 2020, related to accounting for significant and unusual transactions, was successfully remediated as of December 31, 2022[959] Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2023 Annual Meeting of Shareholders proxy statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the definitive proxy statement for the 2023 Annual Meeting of Shareholders[963] Part IV Item 15. Exhibits, Financial Statement Schedules This section provides a comprehensive list of all documents filed as exhibits to the Form 10-K, including governance documents, material contracts, and certifications - This section provides a comprehensive list of all exhibits filed with the Form 10-K, including agreements, indentures, and certifications[968]