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February 17, 2022 Newswires
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PRUDENTIAL FINANCIAL INC – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses
TABLE OF CONTENTS


                                                                                                Page
  Overview                                                                                           56
  COVID-19                                                                                           56
  Outlook                                                                                            58
  Industry Trends                                                                                    59
  Impact of a Low Interest Rate Environment                                                          60
  Results of Operations                                                                              63
  Consolidated Results of Operations                                                                 63
  Segment Results of Operations                                                                      63
  Segment Measures                                                                                   65
  Impact of Foreign Currency Exchange Rates                                                          66
  Accounting Policies & Pronouncements                                                               68
  Application of Critical Accounting Estimates                                                       68
  Adoption of New Accounting Pronouncements                                                          80
  Results of Operations by Segment                                                                   80
  PGIM                                                                                               80
  U.S. Businesses                                                                                    84
  Retirement                                                                                         85
  Group Insurance                                                                                    86
  Individual Annuities                                                                               88
  Individual Life                                                                                    94
  Assurance IQ                                                                                       95
  International Businesses                                                                           96
  Corporate and Other                                                                               100
  Divested and Run-off Businesses                                                                   101
  Closed Block Division                                                                             101
  Income Taxes                                                                                      102

Experience-Rated Contractholder Liabilities, Assets Supporting Experience-Rated
Contractholder Liabilities and Other Related Investments

                        103
  Valuation of Assets and Liabilities                                                               105
  General Account Investments                                                                       107
  Liquidity and Capital Resources                                                                   130
  Ratings                                                                                           145
  Risk Management                                                                                   147


                                       55

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Table of Contents


Certain of the statements included in this section constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements are made based on management's current
expectations and beliefs concerning future developments and their potential
effects upon Prudential Financial, Inc. and its subsidiaries. Prudential
Financial, Inc.'s actual results may differ, possibly materially, from
expectations or estimates reflected in such forward-looking statements. Certain
important factors that could cause actual results to differ, possibly
materially, from expectations or estimates reflected in such forward-looking
statements can be found in the "Risk Factors" and "Forward-Looking Statements"
sections included herein.

Pursuant to the FAST Act Modernization and Simplification of Regulation S-K,
discussions related to the results of operations for the year ended December 31,
2020 in comparison to the year ended December 31, 2019 have been omitted. For
such omitted discussions, refer to Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A") included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020.

                                    Overview

Our principal operations consist of PGIM (our global investment management
business), our U.S. Businesses (consisting of our Retirement, Group Insurance,
Individual Annuities, Individual Life and Assurance IQ businesses), our
International Businesses, the Closed Block division, and our Corporate and Other
operations. The Closed Block division is accounted for as a divested business
that is reported separately from the Divested and Run-off Businesses that are
included in Corporate and Other. Divested and Run-off Businesses are composed of
businesses that have been, or will be, sold or exited, including businesses that
have been placed in wind-down status that do not qualify for "discontinued
operations" accounting treatment under generally accepted accounting principles
in the United States of America ("U.S. GAAP"). Our Corporate and Other
operations include corporate items and initiatives that are not allocated to
business segments as well as the Divested and Run-off Businesses described
above. See "Business-" for a description of our sources of revenue and details
on how our profitability is impacted. In addition, our profitability is impacted
by our ability to effectively deploy capital, utilize our tax capacity and
manage expenses.

In October 2021, as part of the Company's multi-year business transformation
initiative, we announced the creation of Retirement Strategies, a new U.S.
business that will serve the retirement needs of both individual and
institutional customers. This business will bring the financial solutions and
capabilities of our Individual Annuities business together with the
institutional investment and pension solutions offered through our Retirement
business. During the fourth quarter of 2021, the new leadership team was
assembled and began making decisions regarding the business's operating
structure. When this new structure is finalized and operational, the
presentation of our segment results may be modified to conform to this new
structure.

Management expects that results in 2022 will continue to benefit from our
differentiated mix of market-leading businesses that complement each other to
provide competitive advantages, earnings diversification and capital benefits
from a balanced risk profile. While challenges exist in the form of a low
interest rate environment (see "Impact of a Low Interest Rate Environment"
below), fee compression in certain of our businesses and other market factors,
we expect that our businesses will produce appropriate returns for the current
market environment. We believe we are well-positioned to tap into market
opportunities to meet the evolving needs of individual customers, workplace
clients, and society at large. Our mix of high-quality protection, retirement
and investment management businesses enables us to offer solutions that cover a
broad range of financial needs and to engage with our clients through multiple
channels, including the ability to sell solutions across a broad socio-economic
spectrum through Assurance IQ's digital platform. We aim to expand our
addressable market, build deeper and longer-lasting relationships with customers
and clients, and meaningfully improve their financial wellness.

In order to become more competitive, we are working to enhance the experience of
our customers and the capabilities of our businesses, which we expect will
improve margins. In 2019, we launched programs in pursuit of these objectives
that have resulted and will continue to result in multi-year investments in
technology, systems and employee reskilling, as well as severance and related
charges. In 2021, we incurred approximately $250 million of costs in connection
with these programs. We expect these programs will generate significant expense
efficiencies over several years. For the year ended December 31, 2021, the
Company estimates that these programs generated cost savings of approximately
$540 million and, as of December 31, 2021, we continue to remain on track to
accumulate approximately $750 million of annual run-rate cost savings by the end
of 2023.

COVID-19

Since the first quarter of 2020, the novel coronavirus ("COVID-19") has caused
extreme stress and disruption in the global economy and financial markets, and
elevated mortality and morbidity for the global population. The COVID-19
                                       56
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pandemic continued to impact our results of operations in the current period and
is expected to impact our results of operations in future periods.

In 2021, the United States experienced multiple waves of COVID-19, with the
severity of each wave depending on such factors as seasonality, varying levels
of population immunity, and the evolution of the virus itself into different
variants. Deaths from COVID-19 in the United States peaked in the first quarter
of 2021, prior to widespread vaccination, and again in the third quarter, due to
the emergence of the Delta variant. In December, the Omicron variant emerged in
the United States and has since become the dominant strain, causing many more
infections but with a smaller percentage of infections resulting in
hospitalizations and deaths compared to prior waves. Several vaccines are now
widely accessible and other therapeutics, such as antiviral treatments, are
increasingly becoming available. As a result, the overall financial impact to
the Company is expected to remain manageable; however, the future evolution of
the virus, among other factors, could cause the actual course of the pandemic to
differ from our current expectations.

The Company has taken several measures to manage the impacts of this pandemic.
The actual and expected impacts of these measures and other items are set forth
below:

•Underwriting Results. In 2021, we estimate that COVID-19 had a significant net
negative impact on our underwriting results reflecting unfavorable mortality
impacts in our Group Insurance, Individual Life and International businesses,
partially offset by favorable mortality impacts in our Retirement business. For
the first quarter of 2022, the Company expects underwriting results to be
adversely impacted by approximately $160 million in our U.S. Businesses,
predominantly in our Group Insurance business, and approximately $20 million in
our International Businesses; however, the ultimate impact on our underwriting
results will depend on various factors including: an insured's age; geographic
concentration; insured versus uninsured populations among the fatalities; the
transmissibility and virulence of the virus, including the potential for further
mutation; and the ongoing acceptance and efficacy of the vaccines and other
therapeutics.

•Investment Portfolio. The economy continues to recover and remains on a path to
re-opening. Credit migration and defaults were low in 2021 and are expected to
remain limited in 2022. The sectors most impacted from COVID-19 have started to
recover but could be influenced by periods of volatility due to the possibility
of additional variants emerging. In certain instances, the Company may agree to
modify an investment to provide forbearance, which grants borrowers additional
time to make payments. Under the terms of forbearance, the borrower is allowed
to defer a portion of current year principal and/or interest payments for a
short period (e.g., 6 months). These deferrals accrue additional interest and do
not have a material impact on our investment value. As of December 31, 2021,
approximately 1.5% of total invested assets, including those held for sale, were
currently subject to a modification to allow for limited forbearance.

•Business Continuity. Throughout the COVID-19 pandemic, we have been executing
our business continuity protocols to ensure our employees are safe and able to
serve our customers. This included effectively transitioning the vast majority
of our employees to remote work arrangements in 2020 and 2021.

We believe all of our businesses can sustain long-term remote work and social
distancing while ensuring that critical business operations are sustained. In
addition, we are managing COVID-19-related impacts on third-party provided
services, and do not anticipate significant interruption in critical operations.

In addition to the considerations disclosed above, other COVID-19 related
impacts are discussed in the following sections of this document:

•Business Outlooks. See "-Outlook" for a discussion of specific outlook
considerations for each of our businesses, including impacts related to
COVID-19.

•Results of Operations by Segment. See "-Results of Operations by Segment" for a
discussion of COVID-19 impacts on segment results, where applicable.

•Sales and Flows. See "-Segment Results of Operations" for a discussion of sales
and flows in each of our segments.

•Risk Management. See "-Risk Management-COVID-19" for a discussion of our risk
management framework and its incorporation of pandemic stress scenarios.

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•Risk Factors. See "Risk Factors" for a discussion of the risks to our
businesses posed by the COVID-19 pandemic.

•CARES Act and Other Regulatory Developments. See
"Business-Regulation-Regulatory Response to the COVID-19 Pandemic" for
additional information.

Outlook


We feel confident about our prospects for the future based on the foundation of
our integrated and complementary businesses. We plan to continue our
transformation by further executing on our cost savings plan and taking
additional steps to increase our growth potential and reduce our market
sensitivity. Our plan remains to reallocate capital across the businesses with
the intention of doubling the earnings contribution from our higher-growth
businesses and reducing the earnings contribution from our Individual Annuities
business.

Specific outlook considerations for each of our businesses include the
following:


•PGIM. Our global investment management business, PGIM, is focused on
maintaining strong investment performance while leveraging the scale of its
approximately $1.524 trillion of assets under management and diversified global
operations. We are broadening our distribution channels and asset management
capabilities through acquisitions and organic initiatives to better serve our
clients and support growth. In addition to serving third-party clients, we
provide our U.S. and International businesses with a competitive advantage
through our investment expertise across a broad array of asset classes,
including public and private asset class capabilities. Underpinning our growth
strategy is our ability to continue to deliver robust investment performance and
to attract and retain high-caliber investment talent.

There remain risks to earnings across the asset management industry as adverse
changes in market conditions (e.g., market declines, higher rates or credit
spread widening) could lead to lower fee-based revenues, incentive fees taking
longer to be realized and losses in our seed and co-investments. An economic
downturn could also have impacts on real estate prices as well as transaction
volumes in certain private asset classes. We believe PGIM's uniquely diversified
global platform is well positioned to be resilient in the face of market and
industry headwinds.

•Retirement. Consistent with the Company's strategy of becoming higher growth
and less market sensitive, in the third quarter of 2021 we entered into a
definitive agreement to sell our Full Service Retirement business. See Note 1 to
the Consolidated Financial Statements for additional information. Our remaining
Institutional Investment Products business continues to be focused on providing
products that respond to the needs of plan sponsors, retirees, and annuitants to
manage risk and control their benefit costs while ensuring we maintain
appropriate pricing and return expectations under changing market conditions. In
our pension risk transfer business, we expect our differentiated capabilities
and demonstrated execution to drive our business momentum in the face of
increasing competition while we maintain appropriate pricing and return
expectations under changing market conditions; however, we expect that growth
will not be linear given the episodic nature of these transactions. As many of
the products in our Institutional Investment Products business assume longevity
risk, elevated levels of mortality resulting from COVID-19 may continue to
contribute to a higher level of underwriting gains.

•Group Insurance. We continue to focus on expanding our Premier and Association
market segments and affinity relations, while maintaining a leadership position
in the National segment. We anticipate that COVID-19 will continue to contribute
in the near-term to elevated levels of mortality resulting in increased life
insurance claims. In addition, we are continuing to monitor the potential impact
of the pandemic on our disability business, overall sales volumes, and the
utilization of workplace benefits.

•Individual Annuities. We remain focused on helping customers meet their
investment and retirement needs. Consistent with our strategy of becoming a
higher growth and less market sensitive business, in the third quarter of 2021
we entered into an agreement to sell approximately 18% of our in-force
traditional variable annuity block of business. See Note 1 to the Consolidated
Financial Statements for more information. Additionally, we continue to execute
on our strategy to pivot to less interest rate-sensitive products to ensure we
realize appropriate returns within the current economic environment. We expect
to continue to shift our focus to products that provide protected outcomes for
our customers through simpler, technology-enabled channels and which deliver
shareholder value across a wide range of economic environments. We also expect
account values, fee income, and spread income to continue to be impacted by
market conditions.

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•Individual Life. We continue to focus on making life insurance solutions more
available for financial professionals to distribute and for consumers to
purchase, including the growth of accumulation and simplified protection
products. We have taken pricing and product actions to ensure we realize
appropriate returns for the current economic environment and to diversify our
product mix to further limit our sensitivity to interest rates. We expect
COVID-19 to continue to contribute in the near-term to elevated levels of
mortality, resulting in increased life insurance claims.

•Assurance IQ. We remain focused on expanding our addressable market and
increasing access to more retail customers through our agent and digital
channels. We continue to expand carriers and product offerings on our platform
in an effort to meet our customers' evolving needs. We expect that Assurance IQ
will contribute to the growth of our U.S. Businesses over time.

•International Businesses. We remain focused on meeting customers' protection
and financial needs as well as maintaining the underlying strength of our
distribution channels. Our strategy is to maintain and strengthen our position
in Japan while expanding our footprint in select high-growth emerging markets.
We continue to invest in our existing businesses and regularly assess
acquisition opportunities to build scale, complement our businesses, and support
our long-term growth aspirations, recently expanding in Africa by acquiring a
24% interest in ICEA LION in Kenya. We also regularly evaluate strategic options
for our businesses as part of ensuring their alignment with our broader business
goals and strategic vision, and in 2021 we sold our life insurance operation in
Taiwan. For additional information on our strategic acquisitions and
dispositions, see "-Results of Operations by Segment-International Insurance
Division-International Insurance" below.

We saw an elevated level of claims due to COVID-19 in 2021, with the most
material impacts in Brazil and Japan; however, expenses to support our captive
agents due to COVID-19 impacts have decreased significantly compared to 2020. In
connection with COVID-19, we experienced a moderation in claims at the end of
2021 that we believe resulted from the global increase in vaccination rates;
however, COVID-19 might impact future claims, sales and costs depending on the
development of the pandemic in the geographic markets in which we operate. We
believe our needs-based selling and death protection focus are even more
valuable to consumers based on the global experience of COVID-19 and will help
support the continued long-term growth of our businesses.

Industry Trends

Our U.S. and International Businesses are impacted by financial markets,
economic conditions, regulatory oversight, and a variety of trends that affect
the industries in which we compete.

Financial and Economic Environment:


•U.S. Businesses. As discussed further under "-Impact of a Low Interest Rate
Environment" below, interest rates in the U.S. have experienced a sustained
period of historically low levels, which continue to negatively impact our
investment-related activity, including our investment income returns, net
investment spread results, and portfolio income and reinvestment yields. In
addition, we are subject to financial impacts associated with movements in
equity markets and the evolution of the credit cycle as discussed in "-Segment
Results of Operations" where applicable and more broadly in "Risk Factors".

•International Businesses. Our International Businesses' operations, especially
in Japan, have operated in a low interest rate environment for many years, as
discussed under "-Impact of a Low Interest Rate Environment" below, and these
low interest rates negatively impact our net investment spread results and
reinvestment yields. The current reinvestment yields for certain blocks of
business are generally lower than the current portfolio yields supporting these
blocks of business. In addition, we are subject to financial impacts associated
with movements in foreign currency rates, particularly the Japanese yen.
Fluctuations in the value of the yen can impact the relative attractiveness to
customers of both yen-denominated and non-yen denominated products. In addition,
we are subject to financial impacts associated with movements in equity markets
and the evolution of the credit cycle as discussed in "-Segment Results of
Operations" where applicable and more broadly in "Risk Factors".

Demographics:

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•U.S. Businesses. Customer demographics continue to evolve and new opportunities
present themselves in different consumer segments such as the millennial and
multicultural markets. Consumer expectations and preferences are changing. We
believe existing customers and potential customers are increasingly looking for
cost-effective solutions that they can easily understand and access through
technology-enabled devices. At the same time, income protection, wealth
accumulation and the needs of retiring baby boomers are continuing to shape the
insurance industry. A persistent retirement security gap exists in terms of both
savings and protection. Despite the ongoing shift of the risk and responsibility
of retirement savings from employers to employees, employers are increasingly
focusing on the financial wellness of the individuals they employ.

•International Businesses. Japan has an aging population as well as a large pool
of household assets invested in low-yielding deposit and savings vehicles. The
aging of Japan's population, along with strains on government pension and
healthcare programs, have led to a growing demand for products that provide
financial solutions for retirement and wealth transfer, as well as for
health-related products.

Regulatory Environment. See "Business-Regulation" for a discussion of regulatory
developments that may impact the Company and the associated risks.

Competitive Environment. See "Business-" for a discussion of the competitive
environment and the basis on which we compete in each of our segments.

Impact of a Low Interest Rate Environment


As a global financial services company, market interest rates are a key driver
of our results of operations and financial condition. Changes in interest rates
can affect our results of operations and/or our financial condition in several
ways, including favorable or adverse impacts to:

•investment-related activity, including: investment income returns, net interest
margins, net investment spread results, new money rates, mortgage loan
prepayments and bond redemptions;

•hedging costs and other risk mitigation activities;

•insurance reserve levels, market experience true-ups and amortization of both
deferred policy acquisition costs ("DAC") and value of business acquired
("VOBA");

•customer account values, including their impact on fee income;

•fair value of, and possible impairments on, intangible assets such as goodwill;

•product offerings, design features, crediting rates and sales mix; and

•policyholder behavior, including surrender or withdrawal activity.

For more information on interest rate risks, see "Risk Factors-Market Risk".


See below for discussions related to the current interest rate environments in
our two largest markets, the U.S. and Japan; the composition of our insurance
liabilities and policyholder account balances; and the hypothetical impacts to
our investment-related results if these interest rate environments are
sustained.

U.S. Operations excluding the Closed Block Division


Interest rates in the U.S. have experienced a sustained period of historically
low levels with certain benchmarks reaching significant lows. While market
conditions and events make uncertain the timing, amount and impact of any
monetary policy decisions by the Federal Reserve, changes in interest rates may
impact our reinvestment yields, primarily for our investments in fixed maturity
securities and commercial mortgage loans. As interest rates decline, our
reinvestment yield may be below our overall portfolio yield, resulting in an
unfavorable impact to earnings. Conversely, as interest rates rise, our
reinvestment yield may exceed the overall portfolio yield resulting in a
favorable impact to earnings.

For the general account supporting our U.S. Businesses and our Corporate and
Other operations, we estimate annual principal payments and prepayments that we
would be required to reinvest to be approximately 6.6% of the fixed maturity
security and commercial mortgage loan portfolios through 2023. The portion of
the general account attributable to these operations has approximately $238
billion of such assets (based on net carrying value and including assets
classified as "held-for-sale") as of December 31, 2021. The average portfolio
yield for fixed maturity securities and commercial mortgage loans is
approximately 3.7%, as of December 31, 2021.

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Included in the $238 billion of fixed maturity securities and commercial
mortgage loans are approximately $181 billion that are subject to call or
redemption features at the issuer's option and have a weighted average interest
rate of approximately 4%. Of this $181 billion, approximately 51% contain
provisions for prepayment premiums. If we reinvest scheduled payments or
prepayments (not subject to a prepayment fee) at rates below the current
portfolio yield, including in some cases at rates below those guaranteed under
our insurance contracts, future operating results will be impacted to the extent
we do not, or are unable to, reduce crediting rates on in-force blocks of
business, or effectively utilize other asset/liability management strategies
described below, in order to maintain current net interest margins.

The following table sets forth the insurance liabilities and policyholder
account balances of our U.S. operations excluding the Closed Block Division, by
type, for the date indicated:

                                                                                       As of
                                                                                 December 31, 2021
                                                                                   (in billions)
Long-duration insurance products with fixed and guaranteed terms               $              155

Contracts with adjustable crediting rates subject to guaranteed minimums

                    61
Participating contracts where investment income risk ultimately accrues to
contractholders                                                                                14
Total                                                                          $              230



The $155 billion above relates to long-duration products such as group
annuities, structured settlements and other insurance products that have fixed
and guaranteed terms, for which underlying assets may have to be reinvested at
interest rates that are lower than portfolio rates. We seek to mitigate the
impact of a prolonged low interest rate environment on these contracts through
asset/liability management, as discussed further below.

The $61 billion above relates to contracts with crediting rates that may be
adjusted over the life of the contract, subject to guaranteed minimums. Although
we may have the ability to lower crediting rates for those contracts above
guaranteed minimums, our willingness to do so may be limited by competitive
pressures. The following table sets forth the related account values by range of
guaranteed minimum crediting rates and the related range of the difference, in
basis points ("bps"), between rates being credited to contractholders as of
December 31, 2021, and the respective guaranteed minimums.

                                                           Account Values 

with Adjustable Crediting Rates Subject to Guaranteed Minimums:

                                                                                                                             Greater than
                                                                      1-49               50-99             100-150               150
                                                  At                bps above          bps above          bps above           bps above
                                              guaranteed           guaranteed          guaranteed         guaranteed          guaranteed
                                               minimum               minimum            minimum            minimum             minimum             Total
                                                                                           ($ in billions)
Range of Guaranteed Minimum
Crediting Rates:
Less than 1.00%                            $        1.1           $      1.1          $     0.1          $     0.0          $      0.0           $  2.3
1.00% - 1.99%                                       3.3                 14.2                1.9                0.2                 2.9             22.5
2.00% - 2.99%                                       1.3                  0.0                1.6                2.3                 1.7              6.9
3.00% - 4.00%                                      25.8                  2.0                0.3                0.4                 0.1             28.6
Greater than 4.00%                                  0.8                  0.0                0.0                0.0                 0.0              0.8
Total(1)                                   $       32.3           $     17.3          $     3.9          $     2.9          $      4.7           $ 61.1
Percentage of total                                  53   %               28  %               6  %               5  %                8   %          100  %


 __________

(1)Includes approximately $0.50 billion related to contracts that impose a
market value adjustment if the invested amount is not held to maturity.


The remaining $14 billion of insurance liabilities and policyholder account
balances in these operations relates to participating contracts for which the
investment income risk is expected to ultimately accrue to contractholders. The
crediting rates for these contracts are periodically adjusted based on the
return earned on the related assets.

Assuming a hypothetical scenario where the average 10-year U.S. Treasury rate is
1.75% (which is reasonably consistent with recent rates) for the period from
January 1, 2022 through December 31, 2022 (and credit spreads remain unchanged
from average levels experienced during the fourth quarter 2021), we estimate
that the unfavorable impact to net investment income of reinvesting activities,
including scheduled maturities and estimated prepayments of fixed maturities and
commercial mortgage and other loans (excluding assets supporting participating
contracts) would be between $30 million and $60 million for the period from
January 1, 2022 through December 31, 2022.
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In order to mitigate the unfavorable impact that a low interest rate environment
has on our net interest margins, we employ a proactive asset/liability
management program, which includes strategic asset allocation and hedging
strategies within a disciplined risk management framework. These strategies seek
to match the characteristics of our products, and to closely approximate the
interest rate sensitivity of the assets with the estimated interest rate
sensitivity of the product liabilities. Our asset/liability management program
also helps manage duration gaps, currency and other risks between assets and
liabilities through the use of derivatives. We adjust this dynamic process as
products change, as customer behavior changes and as changes in the market
environment occur. As a result, our asset/liability management process has
permitted us to manage the interest rate risk associated with our products
through several market cycles. Our interest rate exposure is also mitigated by
our business mix, which includes lines of business for which fee-based and
insurance underwriting earnings play a more prominent role in product
profitability. We also regularly examine our product offerings and their
profitability. As a result, we may reprice certain products and discontinue
sales of other products that do not meet our profit expectations.

Closed Block Division


Substantially all of the $59 billion of general account assets in the Closed
Block division support obligations and liabilities relating to the Closed Block
policies only. See Note 15 to the Consolidated Financial Statements for
additional information on the Closed Block.

International Insurance Operations


While our international insurance operations have experienced a low interest
rate environment for many years, the current reinvestment yields for certain
blocks of business in our international insurance operations are generally lower
than the current portfolio yield supporting these blocks of business. In recent
years, the Bank of Japan's monetary policy has resulted in even lower and, at
times, negative yields for certain tenors of government bonds. Our international
insurance operations employ a proactive asset/liability management program in
order to mitigate, to the extent possible, the unfavorable impact that the
current interest rate environment has on our net interest margins. In
conjunction with this program, we have not purchased negative yielding assets to
support the portfolio and we continue to purchase long-term bonds with tenors of
30 years or greater. Additionally, our diverse product portfolio in terms of
currency mix and premium payment structure allows us to further mitigate the
negative impact from this low interest rate environment. We also regularly
examine our product offerings and their profitability. As a result, we may
reprice certain products, adjust commissions for certain products and
discontinue sales of other products that do not meet our profit expectations.
The impact of these actions and the introduction of certain new products has
resulted in an increase in sales of U.S. dollar-denominated products relative to
products denominated in other currencies. For additional information on sales
within our international insurance operations, see "-International
Businesses-Sales Results," below.

The following table sets forth the insurance liabilities and policyholder
account balances of our Japanese operations, by type, for the date indicated:

                                                                                       As of
                                                                                 December 31, 2021
                                                                                   (in billions)
Insurance products with fixed and guaranteed terms                             $              139

Contracts with a market value adjustment if invested amount is not held to
maturity

                                                                                       25

Contracts with adjustable crediting rates subject to guaranteed minimums

                   11
Total                                                                          $              175



The $139 billion is primarily comprised of long-duration insurance products that
have fixed and guaranteed terms, for which underlying assets may have to be
reinvested at interest rates that are lower than current portfolio yields. The
remaining insurance liabilities and policyholder account balances include $25
billion related to contracts that impose a market value adjustment if the
invested amount is not held to maturity and $11 billion related to contracts
with crediting rates that may be adjusted over the life of the contract, subject
to guaranteed minimums. Most of the current crediting rates on these contracts,
however, are at or near contractual minimums. Although we have the ability in
some cases to lower crediting rates for those contracts that are above
guaranteed minimum crediting rates, the majority of this business has interest
crediting rates that are determined by formula.

Assuming a hypothetical scenario where the average 30-year Japanese Government
Bond yield is 0.65% and the 10-year U.S. Treasury rate is 1.60% (which is
reasonably consistent with recent rates) for the period from January 1, 2022
through December 31, 2022 (and credit spreads remain unchanged from average
levels experienced during the fourth quarter 2021), we
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estimate that the unfavorable impact to net investment income of reinvesting
activities, including scheduled maturities and estimated prepayments of fixed
maturities and commercial mortgage and other loans (excluding assets supporting
participating contracts) would be between $20 million and $40 million for the
period from January 1, 2022 through December 31, 2022.

                             Results of Operations

Consolidated Results of Operations

The following table summarizes net income (loss) for the periods presented:


                                                                                     Year ended December 31,
                                                                            2021              2020              2019

                                                                                          (in millions)
Revenues                                                                 $ 70,934          $ 57,033          $ 64,807
Benefits and expenses                                                      61,553            57,356            59,722

Income (loss) before income taxes and equity in earnings of
operating joint ventures

                                                    9,381              (323)            5,085
Income tax expense (benefit)                                                1,674               (81)              947

Income (loss) before equity in earnings of operating joint
ventures

                                                                    7,707              (242)            4,138
Equity in earnings of operating joint ventures, net of taxes                   87                96               100
Net income (loss)                                                           7,794              (146)            4,238
Less: Income attributable to noncontrolling interests                          70               228                52
Net income (loss) attributable to Prudential Financial, Inc.             $  

7,724 $ (374) $ 4,186

2021 to 2020 Annual Comparison. The $8,098 million increase in "Net income
(loss) attributable to Prudential Financial, Inc." reflected the following
notable items on a pre-tax basis:


•$3,336 million favorable variance from realized investment gains (losses), net,
and related charges and adjustments for PFI, excluding the impact of the hedging
program associated with certain variable annuities (see "General Account
Investments" for additional information);

•$2,591 million favorable variance reflecting the impact from changes in the
value of our embedded derivatives and related hedge positions, net of DAC and
other costs, associated with certain variable annuities;

•$2,351 million favorable variance from higher adjusted operating income from
our business segments (see "Segment Results of Operations" for additional
information);


•$1,390 million favorable variance driven by market experience updates primarily
within our Individual Annuities and Individual Life businesses (see Note 22 to
the Consolidated Financial Statements for additional information); and

•$1,330 million favorable variance from a net gain in the current year from our
Divested and Run-off Businesses compared to a net loss in the prior year.

Partially offsetting these increases in "Net income (loss) attributable to
Prudential Financial, Inc." were the following items:

•$1,755 million unfavorable variance from a higher tax expense reflecting the
increase in pre-tax earnings; and


•$1,163 million unfavorable variance due to other adjustments, primarily
reflecting a $1,060 million goodwill impairment recognized in the current year
related to Assurance IQ (see Note 2 and Note 10 to the Consolidated Financial
Statements for additional information).

Segment Results of Operations


We analyze the performance of our segments and Corporate and Other operations
using a measure of segment profitability called adjusted operating income. See
"-Segment Measures" for a discussion of adjusted operating income and its use as
a measure of segment operating performance.

Shown below are the adjusted operating income contributions of each segment and
Corporate and Other operations for the periods indicated and a reconciliation of
this segment measure of performance to "Income (loss) before income taxes and
equity in earnings of operating joint ventures" as presented in the Consolidated
Statements of Operations.

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                                                                                       Year ended December 31,
                                                                                2021            2020(1)          2019(1)
                                                                                            (in millions)
Adjusted operating income before income taxes by segment:
PGIM                                                                        $   1,643          $ 1,262          $   998
U.S. Businesses:
Retirement                                                                      2,178            1,385            1,238
Group Insurance                                                                  (455)             (16)             285
Individual Annuities                                                            1,901            1,470            1,843
Individual Life                                                                   393              (48)              87
Assurance IQ(2)                                                                  (142)             (88)              (9)
Total U.S. Businesses                                                           3,875            2,703            3,444
International Businesses                                                        3,390            2,952            3,112
Corporate and Other                                                            (1,607)          (1,967)          (1,899)
Total segment adjusted operating income before income taxes                     7,301            4,950            5,655
Reconciling items:
Realized investment gains (losses), net, and related adjustments(3)             1,947           (4,140)            (876)
Charges related to realized investment gains (losses), net(4)                    (320)            (160)            (123)
Market experience updates(5)                                                      750             (640)            (449)
Divested and Run-off Businesses(6):
Closed Block division                                                             140              (24)              36
Other Divested and Run-off Businesses                                             716             (450)             992

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests(7)

                                       (41)              90             (103)
Other adjustments(8)(9)                                                        (1,112)              51              (47)
Consolidated income (loss) before income taxes and equity in earnings
of operating joint ventures                                                 $   9,381          $  (323)         $ 5,085


__________
(1)Effective third quarter of 2021, the results of the Full Service Retirement
business are excluded from the Retirement segment and are included in Divested
and Run-off Businesses. Prior period amounts have been updated to conform to
current period presentation. See Note 1 to the Consolidated Financial Statements
for additional information.
(2)Assurance IQ was acquired by the Company in October 2019. See Note 1 to the
Consolidated Financial Statements and "-Assurance IQ" for additional
information.
(3)Prior period amounts have been updated to conform to current period
presentation. See "-General Account Investments" and Note 22 to the Consolidated
Financial Statements for additional information.
(4)Includes charges that represent the impact of realized investment gains
(losses), net, on the amortization of DAC and other costs, and on changes in
reserves. Also includes charges resulting from payments related to market value
adjustment features of certain of our annuity products and the impact of
realized investment gains (losses), net, on the amortization of unearned revenue
reserves ("URR"). Prior period amounts have been updated to conform to current
period presentation.
(5)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.
(6)Represents the contribution to income (loss) of Divested and Run-off
Businesses that have been or will be sold or exited, including businesses that
have been placed in wind-down, but that did not qualify for "discontinued
operations" accounting treatment under U.S. GAAP. See "-Divested and Run-off
Businesses" for additional information.
(7)Equity in earnings of operating joint ventures are included in adjusted
operating income but excluded from "Income (loss) before income taxes and equity
in earnings of operating joint ventures" as they are reflected on an after-tax
U.S. GAAP basis as a separate line in the Consolidated Statements of Operations.
Earnings attributable to noncontrolling interests are excluded from adjusted
operating income but included in "Income (loss) before income taxes and equity
in earnings of operating joint ventures" as they are reflected on a U.S. GAAP
basis as a separate line in the Consolidated Statements of Operations. Earnings
attributable to noncontrolling interests represent the portion of earnings from
consolidated entities that relates to the equity interests of minority
investors.
(8)Includes certain components of consideration for business acquisitions, which
are recognized as compensation expense over the requisite service periods, as
well as changes in the fair value of contingent consideration. See Note 22 to
the Consolidated Financial Statements for additional information.
(9)In the fourth quarter of 2021, the Company recognized a goodwill impairment
charge of $1,060 million related to Assurance IQ. See Note 2 and Note 10 to the
Consolidated Financial Statements for additional information.

Segment results for 2021 presented above reflect the following:


PGIM. Results for 2021 increased in comparison to 2020, primarily reflecting a
gain from the sale of our 35% ownership stake in Pramerica SGR in the current
year, as well as an increase in asset management fees, partially offset by lower
other related revenues.

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Retirement. Results for 2021 increased in comparison to 2020, inclusive of a
favorable comparative net impact from our annual reviews and update of
assumptions and other refinements. Excluding this item, results increased,
primarily reflecting higher net investment spread results.

Group Insurance. Results for 2021 decreased in comparison to 2020, inclusive of
an unfavorable comparative net impact from our annual reviews and update of
assumptions and other refinements. Excluding this item, results decreased,
primarily reflecting lower underwriting results.

Individual Annuities. Results for 2021 increased in comparison to 2020,
inclusive of a favorable comparative net impact from our annual reviews and
update of assumptions and other refinements. Excluding this item, results
increased, primarily driven by higher fee income, net of distribution expenses
and other associated costs, and higher net investment spread results.


Individual Life. Results for 2021 increased in comparison to 2020, inclusive of
a favorable comparative net impact from our annual reviews and update of
assumptions and other refinements. Excluding this item, results increased,
primarily driven by higher net investment spread results and higher underwriting
results.

Assurance IQ. Results for 2021 decreased in comparison to 2020, reflecting an
increase in operating expenses, including those supporting business growth,
partially offset by higher revenues.


International Businesses. Results for 2021 increased in comparison to 2020,
inclusive of an unfavorable net impact from foreign currency exchange rates and
a favorable comparative net impact from our annual reviews and update of
assumptions and other refinements. Excluding these items, results increased,
primarily reflecting higher net investment spread results, lower expenses and
more favorable underwriting results.

Corporate and Other. Results for 2021 reflected decreased losses in comparison
to 2020, driven by lower net charges from other corporate activities, favorable
pension and employee benefit results, lower interest expense on debt and higher
investment income.

Closed Block Division. Results for 2021 increased in comparison to 2020,
primarily driven by higher net investment activity results, partially offset by
an increase in the policyholder dividend obligation.

Segment Measures


Adjusted Operating Income. In managing our business, we analyze our segments'
operating performance using "adjusted operating income." Adjusted operating
income does not equate to "Income (loss) before income taxes and equity in
earnings of operating joint ventures" or "Net income (loss)" as determined in
accordance with U.S. GAAP, but is the measure of segment profit or loss we use
to evaluate segment performance and allocate resources and, consistent with
authoritative guidance, is our measure of segment performance. The adjustments
to derive adjusted operating income are important to an understanding of our
overall results of operations. Adjusted operating income is not a substitute for
income determined in accordance with U.S. GAAP, and our definition of adjusted
operating income may differ from that used by other companies; however, we
believe that the presentation of adjusted operating income as we measure it for
management purposes enhances the understanding of our results of operations by
highlighting the results from ongoing operations and the underlying
profitability of our businesses. See Note 22 to the Consolidated Financial
Statements for additional information on the presentation of segment results and
our definition of adjusted operating income.

Annualized New Business Premiums. In managing our Individual Life, Group
Insurance and International Businesses, we analyze annualized new business
premiums, which do not correspond to revenues under U.S. GAAP. Annualized new
business premiums measure the current sales performance of the business, while
revenues primarily reflect the renewal persistency of policies written in prior
years and net investment income, in addition to current sales. Annualized new
business premiums include 10% of first year premiums or deposits from single pay
products. No other adjustments are made for limited pay contracts.

The amount of annualized new business premiums for any given period can be
significantly impacted by several factors, including but not limited to:
addition of new products, discontinuation of existing products, changes in
credited interest rates for certain products and other product modifications,
changes in premium rates, changes in tax laws, changes in regulations or changes
in the competitive environment. Sales volume may increase or decrease prior to
certain of these changes becoming effective, and then fluctuate in the other
direction following such changes.

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Assets Under Management. In managing our PGIM business, we analyze assets under
management (which do not correspond directly to U.S. GAAP assets) because the
principal source of revenues is fees based on assets under management. Assets
under management represent the fair market value or account value of assets that
we manage directly for institutional clients, retail clients, and for our
general account, as well as assets invested in our products that are managed by
third-party managers.

Account Values. In managing our Individual Annuities and Retirement businesses,
we analyze account values, which do not correspond directly to U.S. GAAP assets.
Net sales (redemptions) in our Individual Annuities business and net additions
(withdrawals) in our Retirement business do not correspond to revenues under
U.S. GAAP, but are used as a relevant measure of business activity.

Impact of Foreign Currency Exchange Rates

Foreign currency exchange rate movements and related hedging strategies


As a U.S.-based company with significant business operations outside the U.S.,
particularly in Japan, we are subject to foreign currency exchange rate
movements that could impact our U.S. dollar ("USD")-equivalent earnings and
shareholder return on equity. Our USD-equivalent earnings could be materially
affected by currency fluctuations from period to period, even if earnings on a
local currency basis are relatively constant. Our USD-equivalent equity is
impacted as the value of our investment in international operations may also
fluctuate based on changes in foreign currency exchange rates. We seek to
mitigate these impacts through various hedging strategies, including the use of
derivative contracts and by holding USD-denominated assets in certain of our
foreign subsidiaries.

In order to reduce earnings volatility from foreign currency exchange rate
movements, we enter into forward currency derivative contracts to effectively
fix the currency exchange rates for a portion of our prospective
non-USD-denominated earnings streams. This forward currency hedging program is
primarily associated with our insurance operations in Japan.

In order to reduce equity volatility from foreign currency exchange rate
movements, we primarily utilize a yen hedging strategy that calibrates the hedge
level to preserve the relative contribution of our yen-based business to the
Company's overall return on equity on a leverage neutral basis. We implement
this hedging strategy utilizing a variety of instruments, including
USD-denominated assets, foreign currency derivative contracts, and dual currency
and synthetic dual currency investments held locally in our Japanese insurance
subsidiaries. The total hedge level may vary based on our periodic assessment of
the relative contribution of our yen-based business to the Company's overall
return on equity.

The table below presents the aggregate amount of instruments that serve to hedge
the impact of foreign currency exchange movements on our USD-equivalent
shareholder return on equity from our Japanese insurance subsidiaries as of the
dates indicated.
                                                                          December 31,
                                                                        2021         2020
                                                                          (in billions)
Foreign currency hedging instruments:
Hedging USD-equivalent earnings:
Forward currency contracts (notional amount outstanding)              $   0.0      $  0.4
Hedging USD-equivalent equity:
USD-denominated assets held in yen-based entities(1)                      9.5        10.1
Dual currency and synthetic dual currency investments(2)                  0.5         0.5
Total USD-equivalent equity foreign currency hedging instruments         10.0        10.6
Total foreign currency hedges                                         $  10.0      $ 11.0


__________
(1)Includes USD-denominated fixed maturities at amortized cost plus any related
accrued investment income, as well as USD notional amount of foreign currency
derivative contracts outstanding. Note this amount represents only those USD
assets serving to hedge the impact of foreign currency volatility on equity.
Separate from this program, our Japanese operations also have $74.3 billion and
$65.8 billion as of December 31, 2021 and 2020, respectively, of USD-denominated
assets supporting USD-denominated liabilities related to USD-denominated
products.
(2)Dual currency and synthetic dual currency investments are held by our
yen-based entities in the form of fixed maturities and loans with a
yen-denominated principal component and USD-denominated interest income. The
amounts shown represent the present value of future USD-denominated cash flows.

The USD-denominated investments that hedge the impact of foreign currency
exchange rate movements on USD-equivalent earnings and shareholder return on
equity from our Japanese insurance operations are reported within yen-based
entities and, as a result, foreign currency exchange rate movements will impact
their value reported within our yen-based Japanese insurance entities. We seek
to mitigate the risk that future unfavorable foreign currency exchange rate
movements will
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decrease the value of these USD-denominated investments reported within our
yen-based Japanese insurance entities, and therefore negatively impact their
equity and regulatory solvency margins, by having our Japanese insurance
operations enter into currency hedging transactions with a subsidiary of
Prudential Financial. These hedging strategies have the economic effect of
moving the change in value of these USD-denominated investments due to foreign
currency exchange rate movements from our Japanese yen-based entities to our
USD-based entities.

These USD-denominated investments also pay a coupon which is generally higher
than what a similar yen-denominated investment would pay. The incremental impact
of this higher yield on our USD-denominated investments, as well as our dual
currency and synthetic dual currency investments, will vary over time, and is
dependent on the duration of the underlying investments as well as interest rate
environments in both the U.S. and Japan at the time of the investments.

Impact of intercompany foreign currency exchange rate arrangements on segment
results of operations


The financial results of our International Businesses and PGIM reflect the
impact of intercompany arrangements with our Corporate and Other operations
pursuant to which these segments' non-USD-denominated earnings are translated at
fixed currency exchange rates. Results of our Corporate and Other operations
include differences between the translation adjustments recorded by the segments
at the fixed currency exchange rate versus the actual average rate during the
period. In addition, specific to our International Businesses where we hedge
certain currencies, the results of our Corporate and Other operations also
include the impact of any gains or losses recorded from the forward currency
contracts that settled during the period, which include the impact of any over
or under hedging of actual earnings that differ from projected earnings.

For our International Businesses, the fixed currency exchange rates are
generally determined in connection with a foreign currency income hedging
program designed to mitigate the impact of exchange rate changes on the
segment's expected USD-equivalent earnings. Pursuant to this program, our
Corporate and Other operations execute forward currency contracts with
third-parties to sell the net exposure of projected earnings for certain
currencies in exchange for USD at specified exchange rates. The maturities of
these contracts correspond with the future periods (typically on a three-year
rolling basis) in which the identified non-USD-denominated earnings are expected
to be generated. In establishing the level of non-USD-denominated earnings that
will be hedged through this program, we exclude the anticipated level of
USD-denominated earnings that will be generated by USD-denominated products and
investments. For the year ended December 31, 2021, approximately 4% of the
segment's earnings were yen-based and, as of December 31, 2021, we have hedged
100%, 72% and 28% of expected yen-based earnings for 2022, 2023 and 2024,
respectively. To the extent currently unhedged, our International Businesses'
future expected USD-equivalent of yen-based earnings will be impacted by yen
exchange rate movements.

As a result of these arrangements, our International Businesses' results for
2021, 2020 and 2019 reflect the impact of translating yen-denominated earnings
at fixed currency exchange rates of 103, 104, and 105 yen per USD, respectively.
We expect our 2022 results to reflect the impact of translating yen-denominated
earnings at a fixed currency exchange rate of 104 yen per USD. Since
determination of the fixed currency exchange rates for a given year is impacted
by changes in foreign currency exchange rates over time, the segment's future
earnings will ultimately be impacted by these changes in exchange rates.

For PGIM and certain other currencies within our International Businesses, the
fixed currency exchange rates for the current year are predetermined during the
third quarter of the prior year using forward currency exchange rates.

The table below presents, for the periods indicated, the increase (decrease) to
revenues and adjusted operating income for the International Businesses, PGIM
and Corporate and Other operations, reflecting the impact of these intercompany
arrangements.
                                                                                      Year ended December 31,
                                                                                2021             2020           2019
                                                                                           (in millions)
Segment impacts of intercompany arrangements:
International Businesses                                                     $     15          $  64          $  39
PGIM                                                                               (1)            (4)             6
Impact of intercompany arrangements(1)                                             14             60             45
Corporate and Other:
Impact of intercompany arrangements(1)                                            (14)           (60)           (45)
Settlement gains (losses) on forward currency contracts(2)                         33             67             55
Net benefit (detriment) to Corporate and Other                                     19              7             10

Net impact on consolidated revenues and adjusted operating income

 $     33          $  67          $  55


__________
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(1)Represents the difference between non-USD-denominated earnings translated on
the basis of weighted average monthly currency exchange rates versus fixed
currency exchange rates determined in connection with the foreign currency
income hedging program.
(2)As of December 31, 2021, 2020 and 2019, the total notional amounts of these
forward currency contracts within our Corporate and Other operations were $0.6
billion, $1.0 billion and $1.3 billion, respectively, of which $0.0 billion,
$0.4 billion and $0.6 billion, respectively, were related to our Japanese
insurance operations.

Impact of products denominated in non-local currencies on U.S. GAAP earnings


While our international insurance operations offer products denominated in local
currency, several also offer products denominated in non-local currencies. This
is most notable in our Japanese operations, which currently offer primarily
USD-denominated products, but have also historically offered Australian dollar
("AUD")-denominated products. The non-local currency-denominated insurance
liabilities related to these products are supported by investments denominated
in corresponding currencies, including a significant portion designated as
available-for-sale. While the impact from foreign currency exchange rate
movements on these non-local currency-denominated assets and liabilities is
economically matched, differences in the accounting for changes in the value of
these assets and liabilities due to changes in foreign currency exchange rate
movements have historically resulted in volatility in U.S. GAAP earnings.

As a result, we implemented a structure in Gibraltar Life's operations that
disaggregated the USD- and AUD-denominated businesses into separate divisions,
each with its own functional currency that aligns with the underlying products
and investments. The result of this alignment was to reduce differences in the
accounting for changes in the value of these assets and liabilities that arise
due to changes in foreign currency exchange rate movements. For the USD- and
AUD-denominated assets that were transferred under this structure, the net
cumulative unrealized investment gains associated with foreign exchange
remeasurement that were recorded in "Accumulated other comprehensive income
(loss)" ("AOCI") totaled $2.0 billion and $2.3 billion as of December 31, 2021
and 2020, respectively, and will be recognized in earnings within "Realized
investment gains (losses), net" over time as these assets mature or are sold.
Absent the sale of any of these assets prior to their stated maturity,
approximately 13% of the $2.0 billion balance as of December 31, 2021 will be
recognized in 2022, approximately 8% will be recognized in 2023, and the
remaining balance will be recognized from 2024 through 2051.

Highly inflationary economy in Argentina


Our insurance operations in Argentina, Prudential of Argentina ("POA"), have
historically utilized the Argentine peso as the functional currency given it is
the currency of the primary economic environment in which the entity operates.
During 2018, Argentina experienced a cumulative inflation rate that exceeded
100% over a 3-year period. As a result, Argentina's economy was deemed to be
highly inflationary, resulting in reporting changes effective July 1, 2018.
Under U.S. GAAP, the financial statements of a foreign entity in a highly
inflationary economy are to be remeasured as if its functional currency
(formerly the Argentine peso) is the reporting currency of its parent reporting
entity (the USD) on a prospective basis. While this changed how the results of
POA are remeasured and/or translated into USD, the impact to our financial
statements was not material nor is it expected to be material in future periods
given the relative size of our POA operations. It should also be noted that due
to the macroeconomic environment in Argentina, the majority of POA's balance
sheet consists of USD-denominated product liabilities supported by
USD-denominated assets. As a result, this accounting change serves to reduce the
remeasurement impact reflected in net income given that the functional currency
and currency in which the assets and liabilities are denominated will be more
closely aligned.

                      Accounting Policies & Pronouncements

Application of Critical Accounting Estimates


The preparation of financial statements in conformity with U.S. GAAP requires
the application of accounting policies that often involve a significant degree
of judgment. Management, on an ongoing basis, reviews estimates and assumptions
used in the preparation of financial statements. If management determines that
modifications in assumptions and estimates are appropriate given current facts
and circumstances, the Company's results of operations and financial position as
reported in the Consolidated Financial Statements could change significantly.

The following sections discuss the accounting policies applied in preparing our
financial statements that management believes are most dependent on the
application of estimates and assumptions and require management's most
difficult, subjective, or complex judgments.

Insurance Assets

Deferred Policy Acquisition Costs and Deferred Sales Inducements

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We capitalize costs that are directly related to the acquisition or renewal of
insurance and annuity contracts. These costs primarily include commissions, as
well as costs of policy issuance and underwriting and certain other expenses
that are directly related to successfully negotiated contracts. We have also
deferred costs associated with sales inducements related to our variable and
fixed annuity contracts primarily within our Individual Annuities segment. Sales
inducements are amounts that are credited to the policyholders' account balances
mainly as an inducement to purchase the contract. For additional information
about sales inducements, see Note 13 to the Consolidated Financial Statements.
We generally amortize DAC and deferred sales inducements ("DSI") over the
expected lives of the contracts, based on our estimates of the level and timing
of gross premiums, gross profits, or gross margins, depending on the type of
contract. As described in more detail below, in calculating DAC and DSI
amortization, we are required to make assumptions about investment returns,
mortality, persistency, and other items that impact our estimates of the level
and timing of gross margins, gross profits, or gross premiums. We also
periodically evaluate the recoverability of our DAC and DSI. For certain
contracts, this evaluation is performed as part of our premium deficiency
testing, as discussed further below in "-Insurance Liabilities-Future Policy
Benefits." As of December 31, 2021, DAC and DSI for PFI excluding the Closed
Block division were $18.0 billion and $0.8 billion, respectively, and DAC in our
Closed Block division was $0.2 billion. This excludes amounts presented within
"Assets held-for-sale" on the Consolidated Statement of Financial Position as of
December 31, 2021. See Note 1 and Note 7 to the Consolidated Financial
Statements for additional information.

Amortization methodologies


Gross Premiums. DAC, associated with the non-participating term life policies of
our Individual Life segment and the whole life, term life, endowment and health
policies of our International Businesses segment, is primarily amortized in
proportion to gross premiums. Gross premiums are defined as the premiums charged
to a policyholder for an insurance contract.

Gross Profits. DAC and DSI, associated with the variable and universal life
policies of our Individual Life and International Businesses segments and the
variable and fixed annuity contracts of our Individual Annuities and
International Businesses segments, are generally amortized over the expected
lives of these policies in proportion to total gross profits. Total gross
profits include both actual gross profits and estimates of gross profits for
future periods. Gross profits are defined as: i) amounts assessed for mortality,
contract administration, surrender charges, and other assessments plus amounts
earned from investment of policyholder balances, less ii) benefits in excess of
policyholder balances, costs incurred for contract administration, the net cost
of reinsurance for certain businesses, interest credited to policyholder
balances and other credits. If significant negative gross profits are expected
in any periods, the amount of insurance in force is generally substituted as the
base for computing amortization. U.S. GAAP gross profits and amortization rates
also include the impacts of the embedded derivatives associated with certain of
the optional living benefit features of our variable annuity contracts, and
index-linked crediting features of certain universal life and annuity contracts
and related hedging activities. For additional information on the significant
inputs to the valuation models for these embedded derivatives including capital
market assumptions and actuarially-determined assumptions, see below "-Insurance
Liabilities-Future Policy Benefits." In calculating amortization expense, we
estimate the amounts of gross profits that will be included in our U.S. GAAP
results and in adjusted operating income, and utilize these estimates to
calculate distinct amortization rates and expense amounts. We also regularly
evaluate and adjust the related DAC and DSI balances with a corresponding charge
or credit to current period earnings for the impact of actual gross profits and
changes in our projections of estimated future gross profits on our DAC and DSI
amortization rates. Adjustments to the DAC and DSI balances include the impact
to our estimate of total gross profits of the annual review of assumptions, our
quarterly adjustments for current period experience, and our quarterly
adjustments for market performance. Each of these adjustments is further
discussed below in "-Annual assumptions review and quarterly adjustments."

Gross Margins. DAC associated with the traditional participating products of our
Closed Block is amortized over the expected lives of these contracts in
proportion to total gross margins. Total gross margins are defined as: i)
amounts received from premiums, earned from investment of policyholder balances
and other assessments, less ii) benefits paid, costs for contract
administration, changes in the net level premium reserve for death and endowment
benefits, annual policyholder dividends and other credits. We evaluate our
estimates of future gross margins and adjust the related DAC balance with a
corresponding charge or credit to current period earnings for the effects of
actual gross margins and changes in our expected future gross margins. DAC
adjustments for these participating products generally have not created
significant volatility in our results of operations since many of the factors
that affect gross margins are also included in the determination of our
dividends to these policyholders and, during most years, the Closed Block has
recognized a cumulative policyholder dividend obligation expense in
"Policyholders' dividends," for the excess of actual cumulative earnings over
expected cumulative earnings as determined at the time of demutualization.
However, if actual cumulative earnings fall below expected cumulative earnings
in future periods, thereby eliminating the cumulative policyholder dividend
obligation expense, changes in gross margins and DAC amortization would result
in a net impact to the Closed Block results of operations. As of December 31,
2021, the excess of actual cumulative earnings over the expected cumulative
earnings was $4,387 million.

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The amortization methodologies for products not discussed above primarily relate
to less significant DAC and DSI balances associated with products in our Group
Insurance and Retirement segments, which comprised approximately 1% of the
Company's total DAC and DSI balances as of December 31, 2021.

Value of Business Acquired


In addition to DAC and DSI, we also recognize an asset for VOBA, which is an
intangible asset that represents an adjustment to the stated value of acquired
in-force insurance contract liabilities to present them at fair value,
determined as of the acquisition date. VOBA is amortized over the expected life
of the acquired contracts using the same methodology and assumptions used to
amortize DAC and DSI, as discussed above. VOBA is also subject to recoverability
testing. As of December 31, 2021, VOBA was $771 million, and included $740
million related to the acquisition from American International Group ("AIG") of
AIG Star Life Insurance Co., Ltd, AIG Edison Life Insurance Company, AIG
Financial Assurance Japan K.K. and AIG Edison Service Co., Ltd. (collectively,
the "Star and Edison Businesses") in 2011. The remaining balance primarily
relates to previously-acquired traditional life and defined benefit businesses.
The VOBA balance excludes amounts presented within "Assets held-for-sale" on the
Consolidated Statement of Financial Position as of December 31, 2021. See Note 1
and Note 8 to the Consolidated Financial Statements for additional information.
The VOBA associated with the in-force contracts of the Star and Edison
Businesses is less sensitive to assumption changes, as the majority is amortized
in proportion to gross premiums which are more predictably stable compared to
gross profits.

Annual assumptions review and quarterly adjustments


We perform an annual comprehensive review of the assumptions used in estimating
gross profits for future periods. Over the last several years, the Company's
most significant assumption updates that have resulted in a change to expected
future gross profits and the amortization of DAC, DSI and VOBA have been related
to lapse and other contractholder behavior assumptions, mortality, and revisions
to expected future rates of returns on investments. These assumptions may also
cause potential significant variability in amortization expense in the future.
The impact on our results of operations of changes in these assumptions can be
offsetting and we are unable to predict their movement or offsetting impact over
time.

The quarterly adjustments for current period experience referred to above
reflect the impact of differences between actual gross profits for a given
period and the previously estimated expected gross profits for that period. To
the extent each period's actual experience differs from the previous estimate
for that period, the assumed level of total gross profits may change. In these
cases, we recognize a cumulative adjustment to all previous periods'
amortization, also referred to as an experience true-up adjustment.

The quarterly adjustments for market performance referred to above reflect the
impact of changes to our estimate of total gross profits to reflect actual fund
performance and market conditions. A significant portion of gross profits for
our variable annuity contracts and, to a lesser degree, our variable life
contracts are dependent upon the total rate of return on assets held in separate
account investment options. This rate of return influences the fees we earn on
variable annuity and variable life contracts, costs we incur associated with the
guaranteed minimum death and guaranteed minimum income benefit features related
to our variable annuity contracts and expected claims to be paid on variable
life contracts, as well as other sources of profit. Returns that are higher than
our expectations for a given period produce higher than expected account
balances, which increase the future fees we expect to earn on variable annuity
and variable life contracts and decrease the future costs we expect to incur
associated with the guaranteed minimum death and guaranteed minimum income
benefit features related to our variable annuity contracts and expected claims
to be paid on variable life contracts. The opposite occurs when returns are
lower than our expectations. The changes in future expected gross profits are
used to recognize a cumulative adjustment to all prior periods' amortization.

The weighted average rate of return assumptions used in developing estimated
market returns consider many factors specific to each product type, including
asset durations, asset allocations and other factors. With regard to equity
market assumptions, the near-term future rate of return assumption used in
evaluating DAC, DSI and VOBA and liabilities for future policy benefits for
certain of our products, primarily our domestic variable annuity and domestic
and international variable life insurance products is generally updated each
quarter and is derived using a reversion to the mean approach, a common industry
practice. Under this approach, we consider historical equity returns and adjust
projected equity returns over an initial future period of five years (the
"near-term") so that equity returns converge to the long-term expected rate of
return. If the near-term projected future rate of return is greater than our
near-term maximum future rate of return of 15.0%, we use our maximum future rate
of return. If the near-term projected future rate of return is lower than our
near-term minimum future rate of return of 0%, we use our minimum future rate of
return. As of December 31, 2021, our domestic variable annuities and variable
life insurance businesses assume an 8.0% long-term equity expected rate of
return and a 0.0% near-term mean reversion equity expected rate of return, and
our international variable life insurance business assumes a 4.8% long-term
equity expected rate of return and a 0.7% near-term mean reversion equity
expected rate of return.
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With regard to interest rate assumptions used in evaluating DAC, DSI and VOBA
and liabilities for future policy benefits for certain of our products, we
update the long-term and near-term future rates used to project fixed income
returns annually and quarterly, respectively. As a result of our 2021 annual
reviews and update of assumptions and other refinements, we kept our long-term
expectation of the 10-year U.S. Treasury rate and 10-year Japanese Government
Bond yield unchanged and continue to grade to rates of 3.25% and 1.00%,
respectively, over ten years. As part of our quarterly market experience
updates, we update our near-term projections of interest rates to reflect
changes in current rates.

Insurance Liabilities

Future Policy Benefits

Future Policy Benefit Reserves, including Unpaid Claims and Claim Adjustment
Expenses

We establish reserves for future policy benefits to, or on behalf of,
policyholders using methodologies prescribed by U.S. GAAP. The reserving
methodologies used include the following:


•For most long-duration contracts, we utilize a net premium valuation
methodology in measuring the liability for future policy benefits. Under this
methodology, a liability for future policy benefits is accrued when premium
revenue is recognized. The liability, which represents the present value of
future benefits to be paid to or on behalf of policyholders and related expenses
less the present value of future net premiums (portion of the gross premium
required to provide for all benefits and expenses), is estimated using methods
that include assumptions applicable at the time the insurance contracts are made
with provisions for the risk of adverse deviation, as appropriate. Original
assumptions continue to be used in subsequent accounting periods to determine
changes in the liability for future policy benefits (often referred to as the
"lock-in concept"), unless a premium deficiency exists. The result of the net
premium valuation methodology is that the liability at any point in time
represents an accumulation of the portion of premiums received to date expected
to be needed to fund future benefits (i.e., net premiums received to date), less
any benefits and expenses already paid. The liability does not necessarily
reflect the full policyholder obligation the Company expects to pay at the
conclusion of the contract since a portion of that obligation would be funded by
net premiums received in the future and would be recognized in the liability at
that time. We perform premium deficiency tests using best estimate assumptions
as of the testing date without provisions for adverse deviation. If the
liabilities determined based on these best estimate assumptions are greater than
the net reserves (i.e., GAAP reserves net of any DAC, DSI or VOBA asset), the
existing net reserves are adjusted by first reducing these assets by the amount
of the deficiency or to zero through a charge to current period earnings. If the
deficiency is more than these asset balances for insurance contracts, we then
increase the net reserves by the excess, again through a charge to current
period earnings. If a premium deficiency is recognized, the assumptions as of
the premium deficiency test date are locked-in and used in subsequent valuations
and the net reserves continue to be subject to premium deficiency testing. In
addition, for limited-payment contracts, future policy benefit reserves also
include a deferred profit liability representing gross premiums received in
excess of net premiums. The deferred profits are generally recognized in revenue
in a constant relationship with insurance in force or with the amount of
expected future benefit payments.

•For certain contract features, such as those related to guaranteed minimum
death benefits ("GMDB"), guaranteed minimum income benefits ("GMIB") and
no-lapse guarantees, a liability is established when associated assessments
(which include policy charges for administration, mortality, expense, surrender,
and other, regardless of how characterized) are recognized. This liability is
established using current best estimate assumptions and is based on the ratio of
the present value of total expected excess payments (e.g., payments in excess of
account value) over the life of the contract divided by the present value of
total expected assessments (i.e., benefit ratio). The liability equals the
current benefit ratio multiplied by cumulative assessments recognized to date,
plus interest, less cumulative excess payments to date. The result of the
benefit ratio method is that the liability at any point in time represents an
accumulation of the portion of assessments received to date expected to be
needed to fund future excess payments, less any excess payments already paid.
The liability does not necessarily reflect the full policyholder obligation the
Company expects to pay at the conclusion of the contract since a portion of that
excess payment would be funded by assessments received in the future and would
be recognized in the liability at that time. Similar to as described above for
DAC, the reserves are subject to adjustments based on annual reviews of
assumptions and quarterly adjustments for experience, including market
performance. These adjustments reflect the impact on the benefit ratio of using
actual historical experience from the issuance date to the balance sheet date
plus updated estimates of future experience. The updated benefit ratio is then
applied to all prior periods' assessments to derive an adjustment to the reserve
recognized through a benefit or charge to current period earnings.

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•For certain product guarantees, primarily certain optional living benefit
features of the variable annuity products in our Individual Annuities segment
including guaranteed minimum accumulation benefits ("GMAB"), guaranteed minimum
withdrawal benefits ("GMWB") and guaranteed minimum income and withdrawal
benefits ("GMIWB"), the benefits are accounted for as embedded derivatives using
a fair value accounting framework. The fair value of these contracts is
calculated as the present value of expected future benefit payments to
contractholders less the present value of assessed rider fees attributable to
the embedded derivative feature. Under U.S. GAAP, the fair values of these
benefit features are based on assumptions a market participant would use in
valuing these embedded derivatives. Changes in the fair value of the embedded
derivatives are recorded quarterly through a benefit or charge to current period
earnings. For additional information regarding the valuation of these embedded
derivatives, see Note 6 to the Consolidated Financial Statements.

•In certain instances, the policyholder liability for a particular line of
business may not be deficient in the aggregate to trigger loss recognition, but
the pattern of earnings may be such that profits are expected to be recognized
in earlier years followed by losses in later years. In these situations,
accounting standards require that an additional liability (Profits Followed by
Losses or "PFL" liability) be recognized by an amount necessary to sufficiently
offset the losses that would be recognized in later years. The PFL liability is
based on our current estimate of the present value of the amount necessary to
offset losses anticipated in future periods. Because the liability is measured
on a discounted basis, there will also be accretion into future earnings through
an interest charge, and the liability will ultimately be released into earnings
as an offset to future losses. Historically, the Company's PFL liabilities have
been predominantly associated with certain universal life contracts that measure
net GAAP reserves using current best estimate assumptions and accordingly, have
been updated each quarter using current in-force and market data and as part of
the annual assumption update. At the target accrual date (i.e., date of peak
deficiency), the PFL liability transitions to a premium deficiency reserve and,
for universal life products, will continue to be updated each quarter using
current in-force and market data and as part of the annual assumption update.


The assumptions used in establishing reserves are generally based on the
Company's experience, industry experience and/or other factors, as applicable.
We update our actuarial assumptions, such as mortality, morbidity, retirement
and policyholder behavior assumptions, annually, unless a material change is
observed in an interim period that we feel is indicative of a long-term trend.
Generally, we do not expect trends to change significantly in the short-term
and, to the extent these trends may change, we expect such changes to be gradual
over the long-term. In a sustained low interest rate environment, there is an
increased likelihood that the reserves determined based on best estimate
assumptions may be greater than the net liabilities.

The following paragraphs provide additional details about the reserves we have
established:


International Businesses. The reserves for future policy benefits of our
International Businesses, which as of December 31, 2021, represented 44% of our
total future policy benefit reserves, primarily relate to non-participating
whole life and term life products and endowment contracts, and are generally
calculated using the net premium valuation methodology, as described above. The
primary assumptions used in determining expected future benefits and expenses
include mortality, lapse, morbidity, investment yield and maintenance expense
assumptions. Reserves also include claims reported but not yet paid, and claims
incurred but not yet reported. In addition, future policy benefit reserves for
certain contracts also include amounts related to our deferred profit liability,
as described above.

Retirement. The reserves for future policy benefits of our Retirement segment,
which as of December 31, 2021, represented 24% of our total future policy
benefit reserves, primarily relate to our non-participating life contingent
group annuity and structured settlement products and are generally calculated
using the net premium valuation methodology, as described above. The primary
assumptions used in establishing these reserves include mortality, retirement,
maintenance expense and investment yield assumptions. In addition, future policy
benefit reserves for certain contracts also include amounts related to our
deferred profit liability, as described above.

Individual Annuities. The reserves for future policy benefits of our Individual
Annuities segment, which as of December 31, 2021, represented 4% of our total
future policy benefit reserves, primarily relate to reserves for the GMDB and
GMIB features of our variable annuities, and for the optional living benefit
features that are accounted for as embedded derivatives. As discussed above, in
establishing reserves for GMDBs and GMIBs, we utilize current best estimate
assumptions. The primary assumptions used in establishing these reserves
generally include annuitization, lapse, withdrawal and mortality assumptions, as
well as interest rate and equity market return assumptions. Lapse rates are
adjusted at the contract level based on the in-the-moneyness of the benefit and
reflect other factors, such as the applicability of any surrender charges. Lapse
rates are reduced when contracts are more in-the-money. Lapse rates are also
generally assumed to be lower for the period where surrender charges apply. For
life contingent payout annuity contracts, we establish reserves using best
estimate assumptions with provisions for adverse deviations as of inception or
best estimate assumptions as of the most recent loss recognition date.

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The reserves for certain optional living benefit features, including GMAB, GMWB
and GMIWB are accounted for as embedded derivatives at fair value, as described
above. This methodology could result in either a liability or contra-liability
balance, given changing capital market conditions and various actuarial
assumptions. Since there is no observable active market for the transfer of
these obligations, the valuations are calculated using internally-developed
models with option pricing techniques. The models are based on a risk neutral
valuation framework and incorporate premiums for risks inherent in valuation
techniques, inputs, and the general uncertainty around the timing and amount of
future cash flows. The significant inputs to the valuation models for these
embedded derivatives include capital market assumptions, such as interest rate
levels and volatility assumptions, the Company's market-perceived risk of its
own non-performance risk ("NPR"), as well as actuarially-determined assumptions,
including mortality rates and contractholder behavior, such as lapse rates,
benefit utilization rates and withdrawal rates. Capital market inputs and actual
contractholders' account values are updated each quarter based on capital market
conditions as of the end of the quarter, including interest rates, equity
markets and volatility. In the risk neutral valuation, the initial swap curve
drives the total returns used to grow the contractholders' account values. The
Company's discount rate assumption is based on the London Inter-Bank Offered
Rate ("LIBOR") swap curve adjusted for an additional spread, which includes an
estimate of NPR. Actuarial assumptions, including contractholder behavior and
mortality, are reviewed at least annually, and updated based upon emerging
experience, future expectations and other data, including any observable market
data, such as available industry studies or market transactions such as
acquisitions and reinsurance transactions. For additional information regarding
the valuation of these optional living benefit features, see Note 6 to the
Consolidated Financial Statements.

Individual Life. The reserves for future policy benefits of our Individual Life
segment, which as of December 31, 2021, represented 7% of our total future
policy benefit reserves, primarily relate to term life, universal life and
variable life products. For term life contracts, the future policy benefit
reserves are generally calculated using the net premium valuation methodology,
as described above. The primary assumptions used in determining expected future
benefits and expenses include mortality, lapse, investment yield and maintenance
expense assumptions. For variable and universal life products, which include
universal life contracts that contain no-lapse guarantees, reserves for future
policy benefits are primarily established using the reserving methodology for
GMDB and GMIB contracts, which utilizes current best estimate assumptions, as
discussed above. The primary assumptions used in establishing these reserves
generally include mortality, lapse, and premium pattern, as well as interest
rate and equity market return assumptions. Reserves also include claims reported
but not yet paid, and claims incurred but not yet reported.

Group Insurance. The reserves for future policy benefits of our Group Insurance
segment, which as of December 31, 2021, represented 2% of our total future
policy benefit reserves, primarily relate to reserves for group life and
disability benefits. For short-duration contracts, a liability is established
when the claim is incurred. The reserves for group life and disability benefits
also include a liability for unpaid claims and claim adjustment expenses, which
relates primarily to the group long-term disability product. This liability
represents our estimate of the present value of future disability claim payments
and expenses as well as estimates of claims that have been incurred, but have
not yet been reported, as of the balance sheet date. The primary assumptions
used in determining expected future claim payments are claim termination
factors, an assumed interest rate and expected Social Security offsets. The
remaining reserves for future policy benefits for group life and disability
benefits relate primarily to our group life business, and include reserves for
waiver of premium, claims reported but not yet paid, and claims incurred but not
yet reported. The waiver of premium reserve is calculated as the present value
of future benefits and utilizes assumptions such as expected mortality and
recovery rates. The reserve for claims reported but not yet paid is based on the
inventory of claims that have been reported but not yet paid. The reserve for
claims incurred but not yet reported is estimated using expected patterns of
claims reporting.

Corporate and Other. The reserves for future policy benefits of our Corporate &
Other operations, which as of December 31, 2021, represented 3% of our total
future policy benefit reserves, primarily relate to our long-term care products
and are generally calculated using the net premium valuation methodology, as
described above. Due to the recognition of a premium deficiency in the first
quarter of 2020 as a result of the decline in interest rates, the active life
reserves associated with our long-term care contracts are valued with the best
estimate assumptions at that time. The primary assumptions used in establishing
these reserves include interest rate, morbidity, mortality, lapse, premium rate
increase and maintenance expense assumptions. In addition, certain reserves for
our long-term care products, including our disabled life reserves, are
established each reporting period using current best estimate assumptions.

Closed Block Division. The future policy benefit reserves for the traditional
participating life insurance products of the Closed Block division, which as of
December 31, 2021, represented 16% of our total future policy benefit reserves
are determined using the net premium valuation methodology, as described above.
Under this method, the future policy benefit reserves are accrued as a level
proportion of the premium paid by the policyholder. In applying this method, we
use mortality assumptions to determine our expected future benefits and expected
future premiums, and apply an interest rate to determine the present value of
both of these amounts. The mortality assumptions are based on standard industry
mortality tables that were
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used to determine the cash surrender value of the policies, and the interest
rates used are the interest rates used to calculate the cash surrender value of
the policies.

Policyholders' Account Balances


Policyholders' account balances liability represents the contract value that has
accrued to the benefit of the policyholder as of the balance sheet date. This
liability is primarily associated with the accumulated account deposits, plus
interest credited, less policyholder withdrawals and other charges assessed
against the account balance, as applicable. Our unearned revenue reserve also
reported as a component of "Policyholders' account balances" primarily relates
to the variable and universal life products within our Individual Life and
International Businesses segments and represents policy charges for services to
be provided in future periods. The charges are deferred as unearned revenue and
are generally amortized over the expected life of the contract in proportion to
the product's estimated gross profits, similar to DAC, DSI and VOBA as discussed
above. Policyholders' account balances also include amounts representing the
fair value of embedded derivative instruments associated with the index-linked
features of certain universal life and annuity products. For additional
information regarding the valuation of these embedded derivatives, see Note 6 to
the Consolidated Financial Statements.

Sensitivities for Insurance Assets and Liabilities


The following table summarizes the aggregate impact that could result on each of
the listed financial statement balances from changes in certain key assumptions.
The figures below are presented in aggregate for the Company. The information
below is for illustrative purposes and includes only the hypothetical direct
impact on December 31, 2021 balances of changes in a single assumption and not
changes in any combination of assumptions. Additionally, the illustration of the
insurance assumption impacts below reflects a parallel shift in the insurance
assumptions across the Company; however, these may be non-parallel in practice
and only applicable to specific businesses. Changes in current assumptions could
result in impacts to financial statement balances that are in excess of the
amounts illustrated. A description of the estimates and assumptions used in the
preparation of each of these financial statement balances is provided above. For
traditional long-duration and limited-payment contracts, U.S. GAAP requires the
original assumptions used when the contracts are issued to be locked-in and that
those assumptions be used in all future liability calculations as long as the
resulting liabilities are adequate to provide for the future benefits and
expenses (i.e., there is no premium deficiency). Therefore, these products are
not reflected in the sensitivity table below unless the hypothetical change in
assumption would result in an adverse impact that would cause a premium
deficiency. Similarly, the impact of any favorable change in assumptions for
traditional long-duration and limited-payment contracts is not reflected in the
table below given that the current assumption is required to remain locked-in,
and instead the positive impacts would be recognized into net income over the
life of the policies in force.

The impacts presented within this table exclude the following:


•The impacts of our asset liability management strategy, which seeks to offset
the changes in the balances presented within this table and is primarily
composed of investments and derivatives. See further below for a discussion of
the estimates and assumptions involved with the application of U.S. GAAP
accounting policies for these instruments and "Quantitative and Qualitative
Disclosures about Market Risk" for hypothetical impacts on related balances as a
result of changes in certain significant assumptions.

•The impacts of our Long-Term Care business, a component of our Divested and
Run-off Businesses within our Corporate and Other operations. Long-Term Care
Business sensitivities are presented separately from the immediately following
table (see "-Sensitivities for the Long-Term Care business within Corporate and
Other"). While the accounting for long-term care products primarily follows the
locked-in assumptions model described above, as a result of the decline in
interest rates in the first quarter of 2020, this business recognized a premium
deficiency and unlocked and updated the previously locked-in assumptions used in
the valuation model. Sensitivities are presented separately in order to provide
stand-alone and supplementary information.
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                                                                              December 31, 2021
                                                                           Increase (Decrease) in
                                                        Deferred Policy
                                                          Acquisition
                                                        Costs, Deferred          Future Policy
                                                       Sales Inducements          Benefits and
                                                         and Value of            Policyholders'
                                                           Business                 Account
Hypothetical change in current assumptions:               Acquired(1)             Balances(2)             Net Impact
                                                                                (in millions)
Long-term interest rate:
Increase by 25 basis points                            $           55          $           (55)         $       110
Decrease by 25 basis points                            $          (50)         $            50          $      (100)

Long-term equity expected rate of return:
Increase by 50 basis points                            $          110          $           (85)         $       195
Decrease by 50 basis points                            $          (45)         $            65          $      (110)

NPR credit spread:
Increase by 50 basis points                            $         (415)         $        (1,920)         $     1,505
Decrease by 50 basis points                            $          455          $         2,090          $    (1,635)

Mortality:
Increase by 1%                                         $          (35)         $          (125)         $        90
Decrease by 1%                                         $           35          $           125          $       (90)

Lapse:
Increase by 10%                                        $         (125)         $          (715)         $       590
Decrease by 10%                                        $          130          $           740          $      (610)


________

(1)Includes the impact on deferred policy acquisition costs, deferred sales
inducements and value of business acquired presented within "Assets
held-for-sale" on the Consolidated Statements of Financial Position as of
December 31, 2021. See Note 1 to the Consolidated Financial Statements for
additional information on the pending dispositions.
(2)Includes the impact on future policy benefits and policyholders' account
balances presented within "Liabilities held-for-sale" on the Consolidated
Statements of Financial Position as of December 31, 2021. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.

Sensitivities for the Long-Term Care Business within Corporate and Other


The following table summarizes certain significant assumptions made in
establishing best estimate reserves for long-term care products to perform
premium deficiency testing, and the net impact that could result to the best
estimate reserves from changes in these assumptions should they occur. Under
U.S. GAAP, reserves for long-term care products are primarily calculated using
the locked-in assumptions concept described above. As such, the adverse
hypothetical impacts illustrated in the table below are those that would
increase our best estimate reserves and, when compared to our GAAP reserves, may
cause a premium deficiency that would require us to unlock and update our
assumptions and record a charge to net income. The favorable hypothetical
impacts in the table below would decrease our best estimate reserves but would
not result in an immediate decrease to our GAAP reserves (given that we would be
required to leave the current assumptions locked-in); rather, the positive
impacts would be recognized into net income over the life of the policies in
force.

The information below is for illustrative purposes and includes the impacts of
changes in a single assumption and not changes in any combination of
assumptions. As a result of emerging experience, changes in current assumptions
may result in impacts to the best estimate reserve in future periods that are in
excess of or lower than the amounts illustrated.
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                                                                            December 31, 2021
                                                                                                                  Increase (Decrease)
                                                                                                                   in Best Estimate
                                         Current Best Estimate                  Best Estimate Assumption                Reserve
          Assumption                           Assumption                                Change                      (in millions)
Mortality Improvement                Based on "G2" industry                  Remove all mortality                       $(350)
                                     mortality improvement scale,            improvement
                                     grossed up to apply to only
                                     healthy lives
Claim Incidence                      Based on Company and industry           Increase / decrease in claim            $300 - $(300)
                                     experience. No reflection of            incidence: +5% to -5%
                                     future claim management
                                     efficiencies
Average Ultimate Lapse Rate          Individual: 0.7%                        -10 basis points to +10 basis           $100 - $(100)
                                     Group: 0.7%                            

points

Investment Rate(1)                   Weighted average of 4.81%               -25 basis points to +25 basis           $400 - $(400)
                                                                            

points

Expected Future Premium Rate Approximately $0.5 billion for

  Decrease / increase unapproved           $50 - $(50)
Increase Approvals                   the rate increase program(2)            rate increases by: -10% to
                                                                             +10%


__________
(1)Investment rate reflects the expected investment yield over the life of the
block of business, and is derived from the portfolio yield, current reinvestment
rates and our intermediate and long-term assumptions for investment yields.
(2)Includes expected future premium rate increases and benefit reductions in
lieu of rate increases, not yet approved.

Other Accounting Policies

Goodwill


As of December 31, 2021, our goodwill balance of $1,804 million is primarily
reflected in the following reporting units: $1,080 million for Assurance IQ,
$558 million for PGIM, and $130 million for Gibraltar Life and Other.

The Full Service Retirement business has been classified as held-for-sale and as
a divested business within Corporate & Other and its assets, including goodwill
of $455 million, are presented within "Assets held-for-sale" on the Consolidated
Statement of Financial Position as of December 31, 2021. See Note 1 to the
Consolidated Financial Statements for further information on the pending
disposition of the Full Service Retirement business.

We test goodwill for impairment on an annual basis, as of December 31 and more
frequently if events or circumstances indicate the potential for impairment is
more likely than not. The goodwill impairment analysis is performed at the
reporting unit level, which is the same as, or one level below, our operating
segments. Although the accounting guidance provides for an optional qualitative
assessment for testing goodwill impairment, all of our reporting units elected
to perform the quantitative test, which compares each reporting unit's estimated
fair value to its carrying value. The carrying value represents the capital that
the business would require if operating as a standalone entity.

The annual quantitative goodwill impairment analysis for Assurance IQ utilized
both market valuation techniques based on both sales and Earnings Before
Interest, Taxes, Depreciation and Amortization ("EBITDA") forward multiples and
discounted cash flow valuation techniques. The estimated fair value of Assurance
IQ as of December 31, 2021 was based on weighting the results of each approach
and included assumptions that a market participant would use to value the
business. Based on the goodwill impairment test performed as of December 31,
2021, the Company recognized a non-cash goodwill impairment pre-tax charge of
$1,060 million, ($837 million after-tax) for Assurance IQ driven by a decline in
peer valuations combined with a reduction in the forecasted cash flows, as
described further below.

The market approaches derived the value of Assurance IQ based on comparable
publicly traded companies. Each comparable company was assigned a relative
weight based on various factors, primarily focused on the comparability of lines
of business and business mix, with additional considerations given to
comparability of business lifecycle, growth, and profitability. Forward market
multiples were developed for the comparable companies using independent
analysts' consensus estimates for each company's forecasted sales and EBITDA.
The market multiples were then applied to Assurance IQ's forecasted results, and
an implied control premium, reflective of expected synergies a market
participant would realize, was added to determine a total estimated fair value
for the reporting unit. The value of the comparable publicly traded companies
declined in 2021, particularly during the last three months of the year, which
significantly impacted the valuation of Assurance
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IQ as of December 31, 2021, as the market multiples are utilized in both the
market approaches and in estimating the terminal value under the discounted cash
flow approaches. The deterioration in the peer valuations was mainly driven by
sector-wide concerns attributed to margin compression and increased customer
attrition, among other factors.

The discounted cash flow approaches estimated the fair value of Assurance IQ by
applying a discount rate, derived from a capital asset pricing model and
reflecting a market expected rate of return for the reporting unit, to its
projected future cash flows. The projected future cash flows involved
significant judgement and were based on our internal forecasts including
expected synergies, and a range of terminal values, which incorporated an
expected long-term growth rate and market-based multiples. Revisions to the
long-term forecasts, following the annual Medicare enrollment period in the
fourth quarter of 2021, reflected lower growth rates in Medicare sales driven by
slower agent growth, and increased operating expenses, along with other changes
in business plans, including shifts in the product mix. The long-term forecasts
also incorporated changes in the current and expected industry and market
conditions and trends, in addition to the business specific factors. These
revisions led to declines in the cash flow projections, consistent with how a
market participant would assess the outlook of the business.

The $1,060 million pre-tax impairment charge resulted in a $1,080 million
goodwill asset assigned to the Assurance IQ reporting unit as of December 31,
2021. See "Risk Factors-Strategic Risk" for additional information on risks that
may impact the performance and fair value of Assurance IQ and may result in
additional impairment charges in future periods.

Gibraltar Life and Other and PGIM completed a quantitative impairment analysis
using an earnings multiple approach, which resulted in their fair value
exceeding their carrying value by a weighted average of 545% as of December 31,
2021.

Estimating the fair value of reporting units is a subjective process that
involves the use of significant estimates by management. For example, as of
December 31, 2021, a 1% change in the discount rate applied as part of the
discounted cash flow approaches would result in an approximately $100 million
change in the overall estimated fair value of Assurance IQ, while a 1% change in
the growth rate in Medicare sales would change the estimated fair value of
Assurance IQ by approximately $65 million. While changes in individual factors
or events impact the valuation of our reporting units, it is the magnitude of
the change of all valuation inputs, considered in totality, that will ultimately
determine the impact to the fair value of our businesses holding goodwill. For
all reporting units tested, unanticipated changes in business performance or the
regulatory environment, market declines or other events impacting the fair value
of these businesses, including changes in market multiples, discount rates,
interest rates and growth rate assumptions or increases in the level of equity
required to support these businesses, could cause additional goodwill impairment
charges in future periods. For additional information on goodwill and our
reporting segments, see Note 2 and Note 10 to the Consolidated Financial
Statements.

Valuation of Investments, Including Derivatives, Measurement of Allowance for
Credit Losses, and the Recognition of Other-than-Temporary Impairments


Our investment portfolio consists of public and private fixed maturity
securities, commercial mortgage and other loans, equity securities, other
invested assets, and derivative financial instruments. Derivatives are financial
instruments whose values are derived from interest rates, foreign exchange
rates, financial indices or the values of securities or commodities. Derivative
financial instruments we generally use include swaps, futures, forwards and
options and may be exchange-traded or contracted in the over-the-counter ("OTC")
market. We are also party to financial instruments that contain derivative
instruments that are "embedded" in the financial instruments. Management
believes the following accounting policies related to investments, including
derivatives, are most dependent on the application of estimates and assumptions.
Each of these policies is discussed further within other relevant disclosures
related to investments and derivatives, as referenced below:

•Valuation of investments, including derivatives;


•Measurement of the allowance for credit losses on fixed maturity securities
classified as available-for-sale or held-to-maturity, commercial mortgage loans,
and other loans; and

•Recognition of other-than-temporary impairments ("OTTI") for equity method
investments.


We present at fair value in the statements of financial position our debt
security investments classified as available-for-sale, investments classified as
trading such as our assets supporting experience-rated contractholder
liabilities and certain fixed maturities, equity securities, and certain
investments within "Other invested assets," such as derivatives. For additional
information regarding the key estimates and assumptions surrounding the
determination of fair value of fixed maturity and equity securities, as well as
derivative instruments, embedded derivatives and other investments, see Note 6
to the Consolidated Financial Statements and "-Valuation of Assets and
Liabilities-Fair Value of Assets and Liabilities."

For our investments classified as available-for-sale, the impact of changes in
fair value is recorded as an unrealized gain or loss in AOCI, a separate
component of equity. For our investments classified as trading and equity
securities, the impact of

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changes in fair value is recorded within "Other income (loss)." Our investments
classified as held-to-maturity are carried at the acquisition price, net of any
unamortized premiums or discounts. Our commercial mortgage and other loans are
carried primarily at unpaid principal balances, net of unamortized deferred loan
origination fees and expenses and unamortized premiums or discounts and a
valuation allowance for losses.

In addition, an allowance for credit losses is measured each quarter for
available-for-sale fixed maturity securities, held-to-maturity fixed maturity
securities, commercial mortgage and other loans. For additional information
regarding our policies regarding the measurement of credit losses, see Note 2 to
the Consolidated Financial Statements.

For equity method investments, the carrying value of these investments is
written down or impaired to fair value when a decline in value is considered to
be other-than-temporary.

Pension and Other Postretirement Benefits


We sponsor pension and other postretirement benefit plans covering employees who
meet specific eligibility requirements. Our net periodic costs for these plans
consider an assumed discount (interest) rate, an expected rate of return on plan
assets, expected increases in compensation levels, mortality and trends in
health care costs. Of these assumptions, our expected rate of return assumptions
and our discount rate assumptions have historically had the most significant
effect on our net period costs associated with these plans.

We determine our expected rate of return on plan assets based upon a building
block approach that considers plan asset mix, risk free rates, inflation, real
return, term premium, credit spreads, equity risk premium and capital
appreciation as well as expenses, the effect of active management and the effect
of rebalancing for the equity, debt and real estate asset mix applied on a
weighted average basis to our pension asset portfolio. See Note 18 to the
Consolidated Financial Statements for our actual asset allocations by asset
category and the asset allocation ranges prescribed by our investment policy
guidelines for both our pension and other postretirement benefit plans. Our
assumed long-term rate of return for 2021 was 6.00% for our domestic pension
plans and 6.75% for our other postretirement benefit plans. Given the amount of
plan assets as of December 31, 2020, the beginning of the measurement year, if
we had assumed an expected rate of return for both our domestic pension and
other domestic postretirement benefit plans that was 100 bps higher or 100 bps
lower than the rates we assumed, the change in our net periodic costs would have
been as shown in the table below. The information provided in the table below
considers only changes in our assumed long-term rate of return given the level
and mix of invested assets at the beginning of the measurement year, without
consideration of possible changes in any of the other assumptions described
above that could ultimately accompany any changes in our assumed long-term rate
of return.


                                                                      For

the year ended December 31, 2021

                                                                                             Increase/(Decrease) in Net
                                                        Increase/(Decrease) in Net          Periodic Other Postretirement
                                                          Periodic Pension Cost                         Cost

                                                                                 (in millions)
Increase in expected rate of return by 100 bps        $                      (141)         $                        (15)
Decrease in expected rate of return by 100 bps        $                       141          $                         15



Foreign pension plans represent 4% of plan assets at the beginning of 2021. An
increase in expected rate of return by 100 bps would result in a decrease in net
periodic pension costs of $6 million; conversely, a decrease in expected rate of
return by 100 bps would result in an increase in net periodic pension costs of
$4 million.

We determine our discount rate, used to value the pension and postretirement
benefit obligations, based upon rates commensurate with current yields on high
quality corporate bonds. See Note 18 to the Consolidated Financial Statements
for information regarding the December 31, 2020 methodology we employed to
determine our discount rate for 2021. Our assumed discount rate for 2021 was
2.55% for our domestic pension plans and 2.40% for our other domestic
postretirement benefit plans. Given the amount of pension and postretirement
obligations as of December 31, 2020, the beginning of the measurement year, if
we had assumed a discount rate for both our domestic pension and other
postretirement benefit plans that was 100 bps higher or 100 bps lower than the
rates we assumed, the change in our net periodic costs would have been as shown
in the table below. The information provided in the table below considers only
changes in our assumed discount rate without consideration of possible changes
in any of the other assumptions described above that could ultimately accompany
any changes in our assumed discount rate.
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                                                                     For 

the year ended December 31, 2021

                                                                                             Increase/(Decrease) in Net
                                                       Increase/(Decrease) in Net          Periodic Other Postretirement
                                                         Periodic Pension Cost                          Cost

                                                                                 (in millions)
Increase in discount rate by 100 bps                 $                      (142)         $                          (4)
Decrease in discount rate by 100 bps                 $                       169          $                           4



Foreign pension plans represent 13% of plan obligations at the beginning of
2021. An increase in discount rate by 100 bps would result in a decrease in net
periodic pension costs of $6 million; conversely, a decrease in discount rate by
100 bps would result in an increase in net periodic pension costs of $10
million.

Given the application of the authoritative guidance for accounting for pensions,
and the deferral and amortization of actuarial gains and losses arising from
changes in our assumed discount rate, the change in net periodic pension cost
arising from an increase in the assumed discount rate by 100 bps would not
always be expected to equal the change in net periodic pension cost arising from
a decrease in the assumed discount rate by 100 bps.

For a discussion of our expected rate of return on plan assets and discount rate
for our qualified pension plan in 2021, see "-Results of Operations by
Segment-Corporate and Other."


For purposes of calculating pension income from our own qualified pension plan
for the year ended December 31, 2022, we increased the discount rate to 2.85%
from 2.55% in 2021. The expected rate of return on plan assets will increase to
6.00% in 2022 from 5.75% in 2021, and the assumed rate of increase in
compensation will remain unchanged at 4.5%.

In addition to the effect of changes in our assumptions, the net periodic cost
or benefit from our pension and other postretirement benefit plans may change
due to factors such as actual experience being different from our assumptions,
special benefits to terminated employees, or changes in benefits provided under
the plans.

At December 31, 2021, the sensitivity of our domestic and foreign pension and
postretirement obligations to a 100 basis point change in discount rate was as
follows.

                                                                                          December 31, 2021
                                                                                                            Increase/(Decrease) in
                                                                     Increase/(Decrease) in               Accumulated Postretirement
                                                                  Pension  Benefits Obligation               Benefits Obligation

                                                                                            (in millions)
Increase in discount rate by 100 bps                           $                        (1,559)         $                      (140)
Decrease in discount rate by 100 bps                           $                         1,866          $                       165



Taxes on Income

Our effective tax rate is based on income, non-taxable and non-deductible items,
tax credits, statutory tax rates and tax planning opportunities available in the
various jurisdictions in which we operate. Inherent in determining our annual
tax rate are judgments regarding business plans, planning opportunities and
expectations about future outcomes. The Dividend Received Deduction ("DRD") is a
major reason for the difference between the Company's effective tax rate and the
U.S. federal statutory rate. The DRD is an estimate that incorporates the prior
and current year information, as well as the current year's equity market
performance. Both the current estimate of the DRD and the DRD in future periods
can vary based on factors such as, but not limited to, changes in the amount of
dividends received that are eligible for the DRD, changes in the amount of
distributions received from underlying fund investments, changes in the account
balances of variable life and annuity contracts, and the Company's taxable
income before the DRD.

An increase or decrease in our effective tax rate by one percentage point would
have resulted in a decrease or increase in our 2021 "Total income tax expense
(benefit)" of $94 million.

The CARES Act. On March 27, 2020, the Coronavirus Aid, Relief, and Economic
Security Act (the "CARES Act") was enacted into law. One provision of the CARES
Act amends the Tax Act of 2017 and allows companies with net operating losses
("NOLs") originating in 2018, 2019, or 2020 to carry back those losses up to
five years. For 2020, the Company recorded an income tax benefit of $51 million
and $149 million from carrying the 2018 and 2020 NOLs back to tax years that
have a 35% tax rate.

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Contingencies

A contingency is an existing condition that involves a degree of uncertainty
that will ultimately be resolved upon the occurrence of future events. Under
U.S. GAAP, accruals for contingencies are required to be established when the
future event is probable and its impact can be reasonably estimated, such as in
connection with an unresolved legal matter. The initial reserve reflects
management's best estimate of the probable cost of ultimate resolution of the
matter and is revised accordingly as facts and circumstances change and,
ultimately, when the matter is brought to closure.

Commission Revenue


For digital insurance brokerage placement services, the Company earns both
initial and renewal commissions as compensation for the placement of insurance
policies with insurance carriers. At the effective date of the policy, the
Company records within "Other income" the expected lifetime revenue for the
initial and renewal commissions considering estimates of the timing of future
policy cancellations. These estimates are reassessed each reporting period and
any changes in estimates are reflected in the current period.

Adoption of New Accounting Pronouncements


ASU 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to
the Accounting for Long-Duration Contracts, was issued by the FASB on August 15,
2018, and was amended by ASU 2019-09, Financial Services - Insurance (Topic
944): Effective Date, issued in October 2019, and ASU 2020-11, Financial
Services-Insurance (Topic 944): Effective Date and Early Application, issued in
November 2020. The Company will adopt ASU 2018-12 effective January 1, 2023
using the modified retrospective transition method where permitted, and apply
the guidance as of January 1, 2021 (and record transition adjustments as of
January 1, 2021) in the 2023 financial statements.

The Company has an established governance framework to manage the implementation
of the standard. The Company's implementation efforts continue to progress
including, but not limited to, implementing refinements to key accounting policy
decisions, modifications to actuarial valuation models, updates to data sourcing
capabilities, automation of key financial reporting and analytical processes and
updates to internal controls over financial reporting.

ASU 2018-12 will impact, at least to some extent, the accounting and disclosure
requirements for all long-duration insurance and investment contracts issued by
the Company. While the magnitude of impacts is still being assessed, the Company
expects the standard to result in a significant decrease to "Total equity" upon
adoption, primarily from remeasuring in-force contract liabilities using current
upper-medium grade fixed income instrument yields through "Accumulated other
comprehensive income (loss)". The standard also requires significantly enhanced
disclosures. In addition to the significant impacts to the balance sheet upon
adoption, the Company also expects an impact to the pattern of earnings
emergence following the transition date. See Note 2 to the Consolidated
Financial Statements for a more detailed discussion of ASU 2018-12, as well as
other accounting pronouncements issued but not yet adopted and newly adopted
accounting pronouncements.

                        Results of Operations by Segment
PGIM

Business Updates

•In March 2021, we sold our 35% ownership stake in Pramerica SGR, an asset
management joint venture in Italy, to our partner UBI Banca, (acquired in 2020
by Intesa Sanpaolo Group), resulting in a pre-tax gain of $378 million. See Note
1 to the Consolidated Financial Statements for additional information.
•In August 2021, we completed the acquisition of Montana Capital Partners, a
European-based private equity secondaries asset manager with approximately $3
billion of assets under management.
•In December 2021, we completed the acquisition of Green Harvest Asset
Management LLC, a separately managed account platform providing customized
solutions for the high net worth market with approximately $2 billion of assets
under management.

Operating Results

The following table sets forth PGIM's operating results for the periods
indicated:

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                                                                                   Year ended December 31,
                                                                            2021              2020             2019
                                                                                        (in millions)
Operating results(1):
Revenues                                                                $   4,493          $ 4,153          $ 3,589
Expenses                                                                    2,850            2,891            2,591
Adjusted operating income                                                   1,643            1,262              998
Realized investment gains (losses), net, and related adjustments               (3)               0               (1)

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                       69              159                8
Other adjustments(2)                                                          (13)               0                0
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                                $   1,696          $ 1,421          $ 1,005


 __________
(1)Certain of PGIM's investment activities are based in currencies other than
the U.S. dollar and are therefore subject to foreign currency exchange rate
risk. The financial results of PGIM include the impact of an intercompany
arrangement with our Corporate and Other operations designed to mitigate the
impact of exchange rate changes on PGIM's U.S. dollar-equivalent earnings. For
more information related to this intercompany arrangement, see "-Results of
Operations-Impact of Foreign Currency Exchange Rates," above.
(2)Includes certain components of consideration for business acquisitions, which
are recognized as compensation expense over the requisite service periods.

Adjusted Operating Income


2021 to 2020 Annual Comparison. Adjusted operating income increased $381
million, primarily reflecting an increase in service, distribution and other
revenues driven by a gain from the sale of our Pramerica SGR joint venture in
the current year, and higher asset management fees, net of related expenses, due
to higher average assets under management as a result of market appreciation,
including strong investment performance, and third-party inflows. The increases
were partially offset by lower other related revenues, net of related expenses,
primarily driven by more favorable seed and co-investment results in the prior
year from the impact of tightening credit spreads on fixed income investments,
and lower performance-based incentive fees reflecting more favorable fees earned
in the prior year, as well as higher compensation expenses associated with
business growth and certain long-term employee compensation plans.

Revenues and Expenses

The following table sets forth PGIM's revenues, presented on a basis consistent
with the table above under "-Operating Results," by type:

                                                     Year ended December 31,
                                                 2021          2020         2019
                                                          (in millions)
Revenues by type:
Asset management fees by source:
Institutional customers                       $   1,439      $ 1,350      $ 1,283
Retail customers(1)                               1,275        1,003          878
General account                                     588          557          521
Total asset management fees                       3,302        2,910        2,682
Other related revenues by source:
Incentive fees                                      154          206          169
Transaction fees                                     27           26           22
Co- and seed investments                             49          122           79
Commercial mortgage(2)                              173          198          110
Total other related revenues                        403          552          380

Service, distribution and other revenues(3) 788 691

  527
Total revenues                                $   4,493      $ 4,153      $ 3,589


__________
(1)Consists of fees from: individual mutual funds and variable annuities and
variable life insurance separate account assets; funds invested in proprietary
mutual funds through our defined contribution plan products; and third-party
sub-advisory relationships. Revenues from fixed annuities and the fixed-rate
accounts of variable annuities and variable life insurance are included in the
general account.
(2)Includes mortgage origination revenues from our commercial mortgage
origination and servicing business.
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(3)Includes payments from Wells Fargo under an agreement dated as of July 30,
2004, implementing arrangements with respect to money market mutual funds in
connection with the combination of our retail securities brokerage and clearing
operations with those of Wells Fargo. The agreement extended for ten years from
the Wachovia Securities joint venture termination date of December 31, 2009 to
December 31, 2019. The revenue from Wells Fargo under this agreement was $60
million for the year ended December 31, 2019.

2021 to 2020 Annual Comparison. Revenues increased $340 million. Asset
management fees increased primarily reflecting higher average assets under
management as a result of market appreciation, including strong investment
performance, and third-party inflows. Service, distribution and other revenues
increased primarily reflecting a gain from the sale of our Pramerica SGR joint
venture in the current year, partially offset by more favorable revenues from
certain consolidated funds in the prior year (which were fully offset by higher
expenses related to noncontrolling interests in these funds). Other related
revenues decreased primarily driven by more favorable seed and co-investment
results in the prior year from the impact of tightening credit spreads, and
lower performance-based incentive fees reflecting more favorable fees earned in
the prior year.

Expenses decreased $41 million, primarily reflecting higher variable expenses in
the prior year associated with higher revenues of certain consolidated funds, as
discussed above. This decrease was partially offset by an increase in other
variable expenses, primarily reflecting higher asset management fees, as well as
higher compensation expenses primarily driven by business growth and certain
long-term employee compensation plans tied to performance factors.

Assets Under Management


The following table sets forth assets under management by asset class as of the
dates indicated:


                                                                                      December 31,
                                                                       2021               2020               2019
                                                                                     (in billions)
Assets Under Management(1) (at fair value):
Public equity                                                      $   216.2          $   202.4          $   165.7
Public fixed income                                                    980.7            1,004.5              885.9
Real estate                                                            132.6              121.5              117.1
Private credit and other alternatives                                  108.7              106.5               97.5
Multi-asset                                                             85.6               63.7               64.8
Total PGIM assets under management                                 $ 

1,523.8 $ 1,498.6 $ 1,331.0


Assets under management within other reporting segments(2)             218.5              222.3              219.9
Total PFI assets under management                                  $ 

1,742.3 $ 1,720.9 $ 1,550.9

__________

(1)"Public equity" represents stock ownership interest in a corporation or
partnership (excluding hedge funds) or real estate investment trust. "Public
fixed income" represents debt instruments that pay interest and usually have a
maturity (excluding mortgages). "Real estate" includes direct real estate equity
and real estate mortgages. "Private credit and other alternatives" includes
private credit, private equity, hedge funds and other alternative strategies.
"Multi-asset" includes funds or products that invest in more than one asset
class, balancing equity and fixed income funds and target date funds.
(2)Primarily includes assets related to certain annuity, variable life,
retirement and group life products in our U.S. Businesses and Corporate & Other
operations, and certain general account assets in our International Businesses.
These assets are not directly managed by PGIM, but rather are invested in
non-proprietary funds or are managed by either the divisions themselves or by
our Chief Investment Officer Organization.

2021 to 2020 Annual Comparison. PGIM's assets under management increased
$25 billion in 2021, primarily reflecting market appreciation, including strong
investment performance, and third-party inflows.

The following table sets forth assets under management by source as of the dates
indicated:

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                                                                                      December 31,
                                                                       2021               2020               2019
                                                                                     (in billions)
Assets Under Management(1) (at fair value):
Institutional customers                                            $   629.4          $   614.9          $   552.8
Retail customers                                                       401.4              372.0              305.6
General account                                                        493.0              511.7              472.6
Total PGIM assets under management                                 $ 

1,523.8 $ 1,498.6 $ 1,331.0


Assets under management within other reporting segments(2)             218.5              222.3              219.9
Total PFI assets under management                                  $ 

1,742.3 $ 1,720.9 $ 1,550.9

__________

(1)"Institutional customers" consist of third-party institutional assets and
group insurance contracts. "Retail customers" consist of individual mutual funds
and variable annuities and variable life insurance separate account assets,
funds invested in proprietary mutual funds through our defined contribution plan
products, and third-party sub-advisory relationships. "General account" also
includes fixed annuities and the fixed-rate accounts of variable annuities and
variable life insurance.
(2)Primarily includes assets related to certain annuity, variable life,
retirement and group life products in our U.S. Businesses and Corporate & Other
operations, and certain general account assets in our International Businesses.
These assets are not directly managed by PGIM, but rather are invested in
non-proprietary funds or are managed by either the divisions themselves or by
our Chief Investment Officer Organization.

The following table sets forth the component changes in PGIM's assets under
management for the periods indicated:


                                                                                          December 31,
                                                                           2021               2020               2019
                                                                                         (in billions)
Beginning assets under management                                      $ 1,498.6          $ 1,331.0          $ 1,181.5
Institutional third-party flows                                             10.9                3.0               (6.5)
Retail third-party flows                                                     0.1               17.2                5.7
Total third-party flows                                                     11.0               20.2               (0.8)
Affiliated flows(1)                                                        (12.2)              (8.5)              (3.9)
Market appreciation (depreciation)(2)                                       35.4              146.7              148.6
Foreign exchange rate impact                                               (12.4)               6.8                0.5
Net money market activity and other increases (decreases)                    3.4                2.4                5.1
Ending assets under management                                         $ 

1,523.8 $ 1,498.6 $ 1,331.0

__________

(1)Represents assets that PGIM manages for the benefit of other reporting
segments within the Company. Additions and withdrawals of these assets are
attributable to third-party product inflows and outflows in other reporting
segments.
(2)Includes income reinvestment, where applicable.

Private Capital Deployment


Private capital deployment is indicative of the pace and magnitude of capital
that is invested and will result in future revenues that may include management
fees, transaction fees, incentive fees and servicing revenues, as well as future
costs to manage these assets.

Private capital deployment represents the gross value of private capital
invested in real estate debt and equity, and private credit and equity asset
classes. Assets under management resulting from private capital deployment are
included in "Real estate" and "Private credit and other alternatives" in the
"-Assets Under Management- by asset class table" above. As of December 31, 2021,
these assets increased approximately $11 billion compared to December 31, 2020,
primarily reflecting private capital deployed, partially offset by capital
returned to investors.

Private capital deployment includes PGIM's real estate agency debt business,
which consists of agency commercial loans that are originated and sold to third
party investors. PGIM continues to service these commercial loans; however, they
are not included in assets under management.

The following table sets forth PGIM's private capital deployed by asset class
for the periods indicated:

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                                           December 31,
                                   2021        2020        2019
                                          (in billions)

Private capital deployed:
Real estate debt and equity $ 34.7 $ 24.4 $ 26.1
Private credit and equity 14.5 12.6 13.2
Total private capital deployed $ 49.2 $ 37.0 $ 39.3

Seed and Co-Investments


As of December 31, 2021 and December 31, 2020, PGIM had approximately $1,175
million and $1,205 million of seed investments and $517 million and $685 million
of co-investments at carrying value, respectively, primarily consisting of
public fixed income, public equity and real estate investments.

U.S. Businesses

Operating Results

The following table sets forth the operating results for our U.S. Businesses for
the periods indicated:

                                                                                                  Year ended December 31,
                                                                                    2021                    2020(1)                 2019(1)
                                                                            (in millions)
Adjusted operating income before income taxes:
U.S. Businesses:
Retirement                                                                  $              2,178       $           1,385       $           1,238
Group Insurance                                                                            (455)                    (16)                     285
Individual Annuities                                                                       1,901                   1,470                   1,843
Individual Life                                                                              393                    (48)                      87
Assurance IQ(2)                                                                            (142)                    (88)                     (9)
Total U.S. Businesses                                                                      3,875                   2,703                   3,444
Reconciling Items:
Realized investment gains (losses), net, and related adjustments                           1,839                 (2,510)                 (1,922)
Charges related to realized investment gains (losses), net                                 (296)                   (121)                    (58)
Market experience updates(3)                                                                 747                   (591)                   (408)

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                                       7                       4                       2
Other adjustments(4)(5)                                                                  (1,099)                      51                    (47)
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                              $              5,073       $           (464)       $           1,011


________
(1)Effective third quarter of 2021, the results of the Full Service Retirement
business are included in the Divested and Run-off Businesses in Corporate and
Other. Prior period amounts have been updated to conform to current period
presentation. See Note 1 to the Consolidated Financial Statements for additional
information about this disposition.
(2)Assurance IQ was acquired by the Company in October 2019. See Note 1 to the
Consolidated Financial Statements for additional information.
(3)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.
(4)Includes certain components of consideration for business acquisitions, which
are recognized as compensation expense over the requisite service periods, as
well as changes in the fair value of contingent consideration. See Note 22 to
the Consolidated Financial Statements for additional information.
(5)In the fourth quarter of 2021, the Company recognized a goodwill impairment
of $1,060 million related to Assurance IQ. See Note 2 and Note 10 to the
Consolidated Financial Statements for additional information.

2021 to 2020 Annual Comparison. Adjusted operating income for our U.S.
Businesses increased by $1,172 million primarily due to:

•Higher net investment spread results driven by higher income on non-coupon
investments;

•A favorable comparative net impact from our annual reviews and update of
assumptions and other refinements; and

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•Higher fee income, net of distribution expenses and other associated costs,
primarily in our Individual Annuities business.

•Partially offsetting these increases were lower underwriting results primarily
driven by higher COVID-19 related mortality claims in our Group Insurance
business, and lower COVID-19 related mortality gains in our Retirement business.


Retirement

Business Update

•In July 2021, the Company entered into a definitive agreement to sell its Full
Service Retirement business to Great-West Life & Annuity Insurance Company
("Great-West"). The transaction involves the sale of legal entities,
reinsurance, and the transfer of contracts and brokerage accounts, and is
expected to close in the first half of 2022, subject to the receipt of
regulatory approvals and the satisfaction of customary closing conditions. See
Note 1 to the Consolidated Financial Statements for additional information.

Beginning in the third quarter of 2021, the Company reported the assets and
liabilities of the Full Service Retirement business as "held-for-sale" and
transferred the results of this business to Divested and Run-off Businesses
within Corporate and Other operations. All prior period amounts have been
restated to conform to current period presentation. As such, the following
results are now solely reflective of Retirement's Institutional Investment
Products business. See "Business-Retirement" for additional information about
the Institutional Investment Products business.

Operating Results

The following table sets forth Retirement's operating results for the periods
indicated:


                                                                                   Year ended December 31,
                                                                          2021              2020              2019
                                                                                        (in millions)
Operating results:
Revenues                                                               $ 15,298          $ 10,051          $ 13,003
Benefits and expenses                                                    13,120             8,666            11,765
Adjusted operating income                                                 2,178             1,385             1,238
Realized investment gains (losses), net, and related adjustments            206                (7)              291
Charges related to realized investment gains (losses), net                  (17)               (1)                4

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                      6                 3                 2
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                         $  2,373          $  1,380          $  1,535



Adjusted Operating Income

2021 to 2020 Annual Comparison. Adjusted operating income increased $793
million, including a favorable comparative net impact from our annual reviews
and update of assumptions and other refinements. Results for 2021 and 2020
included net charges of $14 million and $20 million, respectively, from these
updates, primarily driven by an increase in expected benefit payments. Excluding
this item, adjusted operating income increased $787 million, primarily driven by
higher net investment spread results, reflecting higher income on non-coupon
investments.

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues increased $5,247 million. This increase
primarily reflected higher pension risk transfer premiums due to new sales in
the current year, with corresponding offsets in policyholders' benefits, as
discussed below, and higher net investment income and other income, primarily
reflecting higher income on non-coupon investments.

Benefits and expenses increased $4,454 million. Excluding the impact of our
annual reviews and update of assumptions and other refinements, as discussed
above, benefits and expenses increased $4,460 million driven primarily by an
increase in policyholders' benefits, including changes in reserves related to
the higher pension risk transfer premiums discussed above.

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Account Values

Account values are a significant driver of our operating results, and are
primarily driven by net additions (withdrawals) and the impact of market
changes. The investment income and interest we credit to policyholders on our
spread-based products varies with the level of general account values. The
income we earn on most of our fee-based products varies with the level of
fee-based account values as many policy fees are determined by these values.


The following table shows the changes in the account values of Retirement's
products for the periods indicated. Account values include both internally- and
externally-managed client balances as the total balances drive revenue for the
Retirement business. For more information on internally-managed balances, see
"-PGIM."

                                                                                    Year ended December 31,
                                                                           2021               2020               2019
                                                                                         (in millions)
Beginning total account value                                          $ 243,387          $ 227,596          $ 200,759
Additions(1)                                                              21,967             22,469             31,101
Withdrawals and benefits                                                 (20,825)           (18,288)           (16,743)
Change in market value, interest credited and interest income              1,881              8,854              9,089
Other(2)                                                                    (690)             2,756              3,390
Ending total account value                                             $ 245,720          $ 243,387          $ 227,596


__________
(1)Additions primarily include: group annuities and funded pension reinsurance
calculated based on premiums received; international longevity reinsurance
contracts calculated as the present value of future projected benefits;
investment-only stable value contracts calculated as the fair value of
customers' funds held in a client-owned trust; and funding agreements issued
calculated based on premiums received.
(2)"Other" activity includes the effect of foreign exchange rate changes
associated with our British pounds sterling denominated international longevity
reinsurance business and changes in asset balances for externally-managed
accounts. For the years ended December 31, 2021 and 2020, "Other" activity also
includes $3,079 million in receipts offset by $3,224 million in payments and
$6,989 million in receipts offset by $6,695 million in payments, respectively,
related to funding agreements backed by commercial paper which typically have
maturities of less than 90 days.

2021 to 2020 Annual Comparison. The increase in account values primarily
reflected a favorable change in the market value of account assets, and net
additions primarily driven by international longevity reinsurance activity,
partially offset by investment-only stable value account withdrawals. These
increases were partially offset by a decrease in other activity primarily driven
by the negative impact of foreign exchange rate changes.

Group Insurance

Operating Results

The following table sets forth Group Insurance's operating results and benefits
and administrative operating expense ratios for the periods indicated:

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                                                                                Year ended December 31,
                                                                         2021             2020             2019
                                                                                     (in millions)
Operating results:
Revenues                                                              $ 6,217          $ 5,786          $ 5,750
Benefits and expenses                                                   6,672            5,802            5,465
Adjusted operating income                                                (455)             (16)             285

Realized investment gains (losses), net, and related adjustments (16)

              48              (20)

Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                        $  (471)         $    32          $   265
Benefits ratio(1)(4):
Group life(2)                                                           102.7  %          93.4  %          87.4  %
Group disability(2)                                                      83.8  %          78.4  %          75.4  %
    Total Group Insurance(2)                                             98.3  %          90.2  %          84.7  %
Administrative operating expense ratio(3)(4):
Group life                                                               11.3  %          12.4  %          12.7  %
Group disability                                                         32.1  %          26.1  %          24.1  %
    Total Group Insurance                                                16.3  %          15.4  %          15.2  %


__________
(1)Ratio of policyholder benefits to earned premiums plus policy charges and fee
income.
(2)Benefits ratios reflect the impacts of our annual reviews and update of
assumptions and other refinements. Excluding these impacts, the group life,
group disability and total Group Insurance benefits ratios were 102.7%, 83.8%
and 98.3% for 2021, respectively, 93.6%, 78.8% and 90.4% for 2020, respectively,
and 87.0%, 77.7% and 84.9% for 2019, respectively.
(3)Ratio of general and administrative expenses (excluding commissions) to gross
premiums plus policy charges and fee income.
(4)The benefits and administrative ratios are measures used to evaluate
profitability and efficiency.

Adjusted Operating Income


2021 to 2020 Annual Comparison. Adjusted operating income decreased $439
million, including an unfavorable comparative net impact from our annual reviews
and update of assumptions and other refinements. Results for 2021 and 2020
included net benefits from this update of $1 million and $11 million,
respectively. Excluding this item, adjusted operating income decreased $429
million, primarily reflecting lower underwriting results in our group life
business driven by unfavorable claim experience primarily due to COVID-19
impacts on non-experience-rated contracts, and lower underwriting results in our
group disability business driven by less favorable claims experience on
long-term disability contracts. These decreases were partially offset by higher
net investment spread results driven by higher income on non-coupon investments.

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues increased $431 million. Excluding the
impact of our annual reviews and update of assumptions and other refinements, as
discussed above, revenues increased $453 million. The increase primarily
reflected higher premiums and policy charges and fee income in our group life
business primarily due to COVID-19 impacts on experience-rated contracts, with
offsets in policyholders' benefits and changes in reserves, as discussed below,
as well as growth in our group disability business and higher net investment
income from higher income on non-coupon investments.

Benefits and expenses increased $870 million. Excluding the impact of our annual
reviews and update of assumptions and other refinements, as discussed above,
benefits and expenses increased $882 million. The increase primarily reflected
higher policyholders' benefits, including changes in reserves, in our group life
business mostly due to COVID-19 impacts on both non-experience- and
experience-rated contracts, and increases in our group disability business
driven by growth, as discussed above, and a less favorable impact from claims
experience on long-term disability contracts.

Sales Results

The following table sets forth Group Insurance's annualized new business
premiums, as defined under "-Segment Measures" above, for the periods indicated:

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                                                Year ended December 31,
                                              2021             2020       2019
                                                     (in millions)
Annualized new business premiums(1):
Group life                             $     265              $ 243      $ 254
Group disability                             221                163        159
Total                                  $     486              $ 406      $ 413


__________

(1)Amounts exclude new premiums resulting from rate changes on existing
policies, from additional coverage under our Servicemembers' Group Life
Insurance
contract and from excess premiums on group universal life insurance
that build cash value but do not purchase face amounts.


2021 to 2020 Annual Comparison. Total annualized new business premiums increased
$80 million, primarily driven by higher sales in both our group disability and
group life businesses from both new and existing clients.

Individual Annuities


Our Individual Annuities business includes both fixed and variable annuities
which may include optional guaranteed living benefit riders (e.g., GMIB, GMAB,
GMWB and GMIWB), and/or optional death benefit riders (e.g., GMDB). We also
offer fixed annuities that provide a guarantee of principal and interest
credited at rates we determine (subject to certain contractual minimums) or at
rates based upon the performance of an index (subject to caps or participation
rates), as well as indexed variable annuities that provide several index
crediting strategies and varying levels of downside protection at predetermined
levels and durations. The drivers of our business results are generally included
in adjusted operating income, with exceptions related to certain guarantees, as
discussed below.
The U.S. GAAP accounting and our adjusted operating income treatment for our
guarantees differ depending upon the specific contractual features. Under U.S.
GAAP, the reserves for GMIB and GMDB are accounted for in accordance with an
insurance fulfillment accounting framework and the results are included in
adjusted operating income in a manner generally consistent with U.S. GAAP.
In contrast, certain of our guaranteed living benefit riders (e.g., GMAB, GMWB
and GMIWB) are accounted for under U.S. GAAP as embedded derivatives and
reported using a fair value accounting framework. For purposes of measuring
segment performance, adjusted operating income excludes the changes in fair
value and instead reflects the performance of these riders using an insurance
fulfillment accounting framework. Under this framework, adjusted operating
income recognized each period reflects the rider fees earned during the period,
less the portion of such fees estimated to be required to cover future benefit
payments and hedging costs. Sales of traditional variable annuities with
guaranteed living benefit riders have been discontinued as of December 31, 2020.
See "Business-Individual Annuities" for more information about these products.

Business Update


•In September 2021, the Company entered into a definitive agreement to sell its
equity interest in Prudential Annuities Life Assurance Corporation ("PALAC"),
which represents a portion of its in-force traditional variable annuity block of
business, to Fortitude Group Holdings, LLC. The transaction is expected to close
in the first half of 2022, subject to the receipt of regulatory approvals and
the satisfaction of customary closing conditions.

Beginning in the third quarter of 2021, the Company reported the assets and
liabilities of this block of business as "held-for-sale"; however, its results
will continue to be reported within Individual Annuities' operating results
until the sale is completed. See Note 1 to the Consolidated Financial Statements
for additional information.

Operating Results

The following table sets forth Individual Annuities' operating results for the
periods indicated:

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                                                                                Year ended December 31,
                                                                        2021              2020              2019
                                                                                     (in millions)
Operating results:
Revenues                                                             $  4,914          $  4,440          $ 4,995
Benefits and expenses                                                   3,013             2,970            3,152
Adjusted operating income                                               1,901             1,470            1,843

Realized investment gains (losses), net, and related adjustments 1,732

            (2,911)          (2,551)
Charges related to realized investment gains (losses), net               (465)                4               59
    Market experience updates(1)                                          657              (324)            (100)
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                             $  3,825          $ (1,761)         $  (749)


________
(1)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.

Adjusted Operating Income


2021 to 2020 Annual Comparison. Adjusted operating income increased $431
million, including a favorable comparative net impact from our annual reviews
and update of assumptions and other refinements. Results for 2021 included a $15
million net charge from these updates primarily reflecting the impact of
unfavorable policyholder behavior updates. Results for 2020 included a $136
million net charge from these updates primarily driven by unfavorable impacts
related to a decrease in long-term interest rate assumptions. Excluding this
item, adjusted operating income increased $310 million. The increase was
primarily driven by higher fee income, net of distribution expenses and other
associated costs, resulting from higher average separate account values due to
favorable equity markets, partially offset by net outflows, and favorable
impacts from our living benefit guarantees. Also contributing to the increase
were higher net investment spread results, driven by higher income on non-coupon
investments, and lower operating expenses.

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues increased $474 million. Excluding the
impact of our annual reviews and update of assumptions and other refinements, as
discussed above, revenues increased $344 million. The increase was primarily
driven by higher policy charges and fee income, as well as higher asset
management and service fees, reflecting higher average separate account values
and favorable impacts from our living benefit guarantees. Also contributing to
the increase was higher net investment income, primarily reflecting higher
income on non-coupon investments.

Benefits and expenses increased $43 million. Excluding the impact of our annual
reviews and update of assumptions and other refinements, as discussed above,
benefits and expenses increased $34 million primarily driven by higher general
and administrative expenses, net of capitalization, driven by higher
distribution and asset management expenses reflecting higher average separate
account values, as discussed above, partially offset by lower operating
expenses. This increase was partially offset by lower interest expense.

Account Values


Account values are a significant driver of our operating results. Since most
fees are determined by the level of separate account assets, fee income varies
primarily based on the level of account values. Additionally, our fee income
generally drives other items such as the pattern of amortization of DAC and
other costs. Account values are driven by net flows from new business sales,
surrenders, withdrawals and benefit payments, policy charges and the impact of
positive or negative market value changes. The annuity industry's competitive
and regulatory landscapes, which have been dynamic over the last few years, may
impact our net flows, including new business sales. The following table sets
forth account value information for the periods indicated:
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                                                                                 Year ended December 31,
                                                                        2021               2020               2019
                                                                                      (in millions)
Total Individual Annuities(1):
Beginning total account value                                       $ 176,280          $ 169,681          $ 151,080
Sales                                                                   6,599              6,815              9,720
Full surrenders and death benefits                                    (10,401)            (7,845)            (9,374)
Sales, net of full surrenders and death benefits                       (3,802)            (1,030)               346
Partial withdrawals and other benefit payments                         (5,712)            (5,191)            (5,163)
Net flows                                                              (9,514)            (6,221)            (4,817)

Change in market value, interest credited and other activity 19,188

             16,360             27,072
Policy charges                                                         (3,649)            (3,540)            (3,654)
Ending total account value(2)                                       $ 

182,305 $ 176,280 $ 169,681

__________

(1)Includes gross variable and fixed annuities sold as retail investment
products. Investments sold through defined contribution plan products are
included with such products within our Retirement business. Variable annuity
account values were $176.4 billion, $170.5 billion and $164.9 billion as of
December 31, 2021, 2020 and 2019, respectively. Fixed annuity account values
were $5.9 billion, $5.7 billion and $4.8 billion as of December 31, 2021, 2020
and 2019, respectively.
(2)Includes approximately $30 billion of account values that are classified as
"held-for-sale" as of December 31, 2021 in relation to the planned PALAC sale,
as discussed above.

2021 to 2020 Annual Comparison. The increase in account values during 2021 was
primarily driven by favorable changes in the market value of contractholder
funds, partially offset by net outflows and policy charges.


Sales for 2021 reflected our product pivot strategy and consisted largely of
indexed variable annuities, as sales of traditional variable annuities with
guaranteed living benefit riders were discontinued as of December 31, 2020. The
decrease in sales, net of full surrenders and death benefits, largely reflects
lower full surrenders in the prior year driven by general uncertainty around
COVID-19.

Risks and Risk Mitigants

The following is a summary of certain risks associated with Individual
Annuities' products, certain strategies in mitigating those risks including any
updates to those strategies since the previous year-end, and the related
financial results.


Fixed Annuity Risks and Risk Mitigants. The primary risk exposure of our fixed
annuity products relates to investment risks we bear for providing customers a
minimum guaranteed interest rate or an index-linked interest rate required to be
credited to the customer's account value, which include interest rate
fluctuations and/or sustained periods of low interest rates, and credit risk
related to the underlying investments. We manage these risk exposures primarily
through our investment strategies and product design features, which include
credit rate resetting subject to the minimum guaranteed interest rate as well as
surrender charges applied during the early years of the contract that help to
provide protection for premature withdrawals. In addition, a portion of our
fixed products has a market value adjustment provision that affords protection
of lapse in the case of rising interest rates. We also manage these risk
exposures through external reinsurance for certain of our fixed annuity
products. For information on our external reinsurance agreements, see
"Business-Individual Annuities" and Note 14 to the Consolidated Financial
Statements.

Indexed Variable Annuity Risks and Risk Mitigants. The primary risk exposure of
our indexed variable annuity products relates to the investment risks we bear in
order to credit to the customer's account balance the required crediting rate
based on the performance of the elected indices at the end of each term. We
manage this risk primarily through our investment strategies including
derivatives and product design features, which include credit rate resetting
subject to contractual minimums as well as surrender charges applied during the
early years of the contract that help to provide protection for premature
withdrawals. In addition, our indexed variable annuity strategies have an
interim value provision that provides a certain level of protection from lapse
in the case of rising interest rates.

Variable Annuity Risks and Risk Mitigants. The primary risk exposures of our
variable annuity contracts relate to actual deviations from, or changes to, the
assumptions used in the original pricing of these products, including capital
markets assumptions such as equity market returns, interest rates and market
volatility, along with actuarial assumptions such as contractholder mortality,
the timing and amount of annuitization and withdrawals, and contract lapses. For
these risk exposures, achievement of our expected returns is subject to the risk
that actual experience will differ from the assumptions used in the original
pricing of these products. We manage our exposure to certain risks driven by
fluctuations in capital markets primarily through a combination of i) Product
Design Features, ii) our Asset Liability Management Strategy, and iii) our
Capital Hedge
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Program, as discussed below. We also manage these risk exposures through
external reinsurance for certain of our variable annuity products. For
information on our external reinsurance agreements, see "Business-Individual
Annuities" and Note 14 to the Consolidated Financial Statements. Sales of
traditional variable annuities with guaranteed living benefit riders were
discontinued as of December 31, 2020, and, in the third quarter of 2021, we
announced that we had entered into an agreement to sell a portion of our
in-force traditional variable annuity block, as described above. See
"Business-Individual Annuities" for more information about these products and
Note 1 to the Consolidated Financial Statements for additional information
regarding the disposition.

i.Product Design Features:


A portion of the variable annuity contracts that we offered include an automatic
rebalancing feature, also referred to as an asset transfer feature. This feature
is implemented at the contract level, and transfers assets between certain
variable investment sub-accounts selected by the annuity contractholder and,
depending on the benefit feature, a fixed-rate account in the general account or
a bond fund sub-account within the separate accounts. The objective of the
automatic rebalancing feature is to reduce our exposure to equity market risk
and market volatility. Other product design features we utilize include, among
others, asset allocation restrictions, minimum issuance age requirements and
certain limitations on the amount of purchase payments, as well as a required
minimum allocation to our general account for certain of our products. In
addition, there is diversity in our fee arrangements, as certain fees are
primarily based on the benefit guarantee amount, the contractholder account
value and/or premiums, which helps preserve certain revenue streams when market
fluctuations cause account values to decline.

ii.Asset Liability Management ("ALM") Strategy (including fixed income
instruments and derivatives):



We employ an ALM strategy that utilizes a combination of both traditional fixed
income instruments and derivatives to meet expected liabilities associated with
our variable annuity living benefit guarantees. The economic liability we manage
with this ALM strategy consists of expected living benefit claims under less
severe market conditions, which are managed using fixed income instruments,
derivatives, or a combination thereof, and potential living benefit claims
resulting from more severe market conditions, which are hedged using derivative
instruments. For our Prudential Defined Income ("PDI") variable annuity, we
utilize fixed income instruments to meet expected liabilities. For the portion
of our ALM strategy executed with derivatives, we enter into a range of
exchange-traded and OTC equity, interest rate and credit derivatives, including,
but not limited to: equity and treasury futures; total return, credit default
and interest rate swaps; and options including equity options, swaptions, and
floors and caps. The intent of this strategy is to more efficiently manage the
capital and liquidity associated with these products while continuing to
mitigate fluctuations in net income due to movements in capital markets. To
achieve this, we periodically review and recalibrate the ALM strategy by
optimizing the mix of derivatives and fixed income instruments to achieve
expected outcomes.

The difference between the change in value of our hedging instruments and the
change in value of the portion of the economic liability that is being hedged,
has historically been reflected in adjusted operating income over time.
Beginning with the second quarter of 2020, this impact is excluded from adjusted
operating income which the Company believes enhances the understanding of
underlying performance trends.

The valuation of the economic liability we seek to defray excludes certain items
that are included within the U.S. GAAP liability, such as NPR in order to
maximize protection irrespective of the possibility of our own default, as well
as risk margins (required by U.S. GAAP but different from our best estimate) and
valuation methodology differences. The following table, which includes the
portion of the traditional variable annuities block of business that is
classified as "held-for-sale", as discussed above, provides a reconciliation
between the liability reported under U.S. GAAP and the economic liability we
manage through our ALM strategy as of the periods indicated:
                                                                                    December 31,
                                                                               2021              2020
                                                                                    (in millions)
U.S. GAAP liability, including NPR, net of reinsurance recoverables         $ 13,028          $ 18,537
NPR adjustment, net of reinsurance recoverables                                2,832             4,103
Subtotal                                                                      15,860            22,640

Adjustments including risk margins and valuation methodology differences

   (3,444)           (5,080)
Economic liability managed through the ALM strategy                         

$ 12,416 $ 17,560

As of December 31, 2021, the fair value of our fixed income instruments and
derivative assets exceed the economic liability within the entities in which the
risks reside.

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Under our ALM strategy, we expect differences in the U.S. GAAP net income impact
between the changes in value of the fixed income instruments (either designated
as available-for-sale or designated as trading) and derivatives as compared to
the changes in the embedded derivative liability these assets support. These
differences can be primarily attributed to three distinct areas:

•Different valuation methodologies in measuring the liability we intend to cover
with fixed income instruments and derivatives versus the liability reported
under U.S. GAAP. The valuation methodology utilized in estimating the economic
liability we intend to defray with fixed income instruments and derivatives is
different from that required to be utilized to measure the liability under U.S.
GAAP. Additionally, the valuation of the economic liability excludes certain
items that are included within the U.S. GAAP liability, such as NPR in order to
maximize protection irrespective of the possibility of our own default and risk
margins (required by U.S. GAAP but different from our best estimate).

•Different accounting treatment between liabilities and assets supporting those
liabilities. Under U.S. GAAP, changes in the fair value of the embedded
derivative liability, derivative instruments and fixed income instruments
designated as trading are immediately reflected in net income, while changes in
the fair value of fixed income instruments that are designated as
available-for-sale are recorded as unrealized gains (losses) in other
comprehensive income.

•General hedge results. For the derivative portion of the ALM strategy, the net
hedging impact (the extent to which the changes in value of the hedging
instruments offset the change in value of the portion of the economic liability
we are hedging) may be impacted by a number of factors, including: cash flow
timing differences between our hedging instruments and the corresponding portion
of the economic liability we are hedging, basis differences attributable to
actual underlying contractholder funds to be hedged versus hedgeable indices,
rebalancing costs related to dynamic rebalancing of hedging instruments as
markets move, certain elements of the economic liability that may not be hedged
(including certain actuarial assumptions), and implied and realized market
volatility on the hedge positions relative to the portion of the economic
liability we seek to hedge.

iii. Capital Hedge Program:


We employ a capital hedge program to protect a portion of the overall capital
position of the variable annuities business against its exposure to the equity
markets. The capital hedge program is conducted using equity derivatives which
include equity call and put options, total return swaps and futures contracts.
The changes in value of these derivatives have historically been recognized in
adjusted operating income over the expected duration of the capital hedge
program. Beginning with the second quarter of 2020, changes in value of these
derivatives are excluded from adjusted operating income which the Company
believes enhances the understanding of underlying performance trends.

Results excluded from adjusted operating income


The following table provides the net impact to the Consolidated Statements of
Operations from the results excluded from adjusted operating income, which is
primarily driven by the changes in the U.S. GAAP embedded derivative liability
and hedge positions under the ALM strategy as described above, and the related
amortization of DAC and other costs.

                                                                         

Year ended December 31,

                                                                 2021             2020              2019
Results excluded from adjusted operating income                              (in millions)(1)
Change in value of U.S. GAAP liability, pre-NPR(2)            $ 7,417          $ (4,979)         $ (1,510)
Change in the NPR adjustment                                   (1,272)              581            (1,103)

Change in fair value of hedge assets, excluding capital
hedges(3)

                                                      (4,270)            2,251               695
Change in fair value of capital hedges(4)                      (1,268)             (900)           (1,024)
Other                                                           1,125               136               391

Realized investment gains (losses), net, and related
adjustments

                                                     1,732            (2,911)           (2,551)
Market experience updates(5)                                      657              (324)             (100)

Charges related to realized investment gains (losses), net (465)

           4                59

Total results excluded from adjusted operating income(6) $ 1,924

$ (3,231) $ (2,592)

__________

(1)Positive amounts represent income; negative amounts represent a loss.

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(2)Represents the change in the liability (excluding NPR) for our variable
annuities living benefit guarantees, which is measured utilizing a valuation
methodology that is required under U.S. GAAP. This liability includes such items
as risk margins which are required by U.S. GAAP but not included in our best
estimate of the liability.
(3)Represents the change in fair value of the derivatives utilized to hedge
potential claims associated with our variable annuity living benefit guarantees.
(4)Represents the changes in fair value of equity derivatives of the capital
hedge program intended to protect a portion of the overall capital position of
the variable annuities business against its exposure to the equity markets.
(5)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019.
(6)Excludes amounts from the changes in fair value of fixed income instruments
recorded in OCI (versus net income) of ($1,727) million, $1,384 million and $845
million as of December 31, 2021, 2020 and 2019, respectively.

For 2021, the gain of $1,924 million was driven by a favorable impact related to
the U.S. GAAP liability before NPR, net of the change in fair value of hedge
assets (excluding capital hedges) as well as favorable market experience updates
largely due to favorable equity markets and rising interest rates. These impacts
were partially offset by an unfavorable NPR adjustment, losses associated with
our capital hedge program and charges related to the amortization of DAC and
other costs.

Product Specific Risks and Risk Mitigants


For certain living benefit guarantees, claims will primarily represent the
funding of contractholder lifetime withdrawals after the cumulative withdrawals
have first exhausted the contractholder account value. Due to the age of the
in-force block, limited claim payments have occurred to date, and they are not
expected to increase significantly within the next five years, based upon
current assumptions. The timing and amount of future claims will depend on
actual returns on contractholder account value and actual contractholder
behavior relative to our assumptions. The majority of our current living benefit
guarantees provide for guaranteed lifetime contractholder withdrawal payments
inclusive of a "highest daily" contract value guarantee. Our Prudential Defined
Income variable annuity complements our variable annuity products with the
highest daily benefit and provides for guaranteed lifetime contractholder
withdrawal payments, but restricts contractholder asset allocation to a single
bond fund sub-account within the separate accounts.
The majority of our traditional variable annuity contracts with living benefit
guarantees, and contracts sold with our highest daily living benefit features,
include risk mitigants in the form of an automatic rebalancing feature and/or
inclusion in our ALM strategy. We may also utilize external reinsurance as a
form of additional risk mitigation. The risks associated with the guaranteed
benefits of certain legacy products that were sold prior to our development of
the automatic rebalancing feature are also managed through our ALM strategy.
Certain legacy products with GMAB rider options include the automatic
rebalancing feature but are not included in the ALM strategy. As discussed
above, sales of traditional variable annuities with living benefit guarantees
and automatic rebalancing features have been discontinued as of December 31,
2020, and in the third quarter of 2021, we announced that we had entered into an
agreement to sell a portion of our in-force traditional variable annuity block.
See "Business-Individual Annuities" for more information about these products
and Note 1 to the Consolidated Financial Statements for additional information
regarding the disposition.
For our GMDBs, we provide a benefit payable in the event of death. Our base GMDB
is generally equal to a return of cumulative deposits adjusted for any partial
withdrawals. Certain products include an optional enhanced GMDB based on the
greater of a minimum return on the contract value or an enhanced value. We have
retained the risk that the total amount of death benefit payable may be greater
than the contractholder account value; however, a substantial portion of the
account values associated with GMDBs are subject to an automatic rebalancing
feature because the contractholder also selected a living benefit guarantee
which includes an automatic rebalancing feature. All of the variable annuity
account values with living benefit guarantees also contain GMDBs. The living and
death benefit features for these contracts cover the same insured life and,
consequently, we have insured both the longevity and mortality risk on these
contracts.
The following table sets forth the risk management profile of our living benefit
guarantees and GMDB features as of the periods indicated:
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                                                                                                                    December 31,
                                                                         2021                                           2020                                           2019
                                                         Account Value            % of Total            Account Value            % of Total            Account Value            % of Total
                                                                                                                   (in millions)
Living benefit/GMDB features(1):
Both ALM strategy and automatic
rebalancing(2)(3)                                      $      112,543                     64  %       $      112,177                     66  %       $      111,535                     68  %
ALM strategy only(3)                                            7,278                      4  %                7,410                      4  %                7,703                      5  %
Automatic rebalancing only                                        567                      0  %                  634                      1  %                  732                      1  %
External reinsurance(4)                                         3,303                      2  %                3,173                      2  %                3,150                      2  %
PDI                                                            16,909                     10  %               18,540                     11  %               16,296                      9  %
Other products                                                  2,444                      1  %                2,492                      1  %                2,457                      1  %
Total living benefit/GMDB features                     $      143,044                                 $      144,426                                 $      141,873
GMDB features and other(5)                                     33,395                     19  %               26,120                     15  %               23,055                     14  %
Total variable annuity account value(6)                $      176,439                                 $      170,546                                 $      164,928


_________
(1)All contracts with living benefit guarantees also contain GMDB features,
which cover the same insured contract.
(2)Contracts with living benefits that are included in our ALM strategy and that
have an automatic rebalancing feature.
(3)Excludes PDI which is presented separately within this table.
(4)Represents contracts subject to a reinsurance transaction with an external
counterparty covering certain Highest Daily Lifetime Income ("HDI") v.3.0
business for the period April 1, 2015 through December 31, 2016. These contracts
with living benefits also have an automatic rebalancing feature. See Note 14 to
the Consolidated Financial Statements for additional information.
(5)Includes contracts that have a GMDB feature and do not have an automatic
rebalancing feature.
(6)Includes approximately $30 billion of account values that are classified as
"held-for-sale" as of December 31, 2021 in relation to the planned PALAC sale,
as discussed above.

Individual Life

Operating Results

The following table sets forth Individual Life's operating results for the
periods indicated:



                                                                                   Year ended December 31,
                                                                            2021              2020             2019
                                                                                        (in millions)
Operating results:
Revenues                                                                $   6,897          $ 6,398          $ 6,115
Benefits and expenses                                                       6,504            6,446            6,028
Adjusted operating income                                                     393              (48)              87
Realized investment gains (losses), net, and related adjustments              (83)             359              358
Charges related to realized investment gains (losses), net                    186             (124)            (121)
    Market experience updates(1)                                               90             (267)            (308)

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                        1                1                0
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                                $     587          $   (79)         $    16


________
(1)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.
Adjusted Operating Income

2021 to 2020 Annual Comparison. Adjusted operating income increased $441
million, including a favorable comparative net impact from our annual reviews
and update of assumptions and other refinements. Results for 2021 included a $7
million net benefit from these updates, mainly driven by favorable impacts
related to assumptions for investment returns, partially offset by updates to
reinsurance premiums. Results for 2020 included a $92 million net charge from
these updates, mainly driven by unfavorable impacts related to a decrease in
long-term interest rate assumptions. Excluding this item, adjusted operating
income increased $342 million, primarily reflecting higher net investment spread
results driven by higher income on
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non-coupon investments, and higher underwriting results. The increase in
underwriting results was driven by the absence of an unfavorable impact from a
change in business practice related to the level of premiums collected on
certain policies that resulted in reserve refinements in the prior year, and
business growth, partially offset by an unfavorable impact from mortality
experience, net of reinsurance, primarily attributable to COVID-19 related
claims.

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues increased $499 million. Excluding the
impact of our annual reviews and update of assumptions and other refinements, as
discussed above, revenues increased $606 million. This increase was primarily
driven by higher net investment income from higher income on non-coupon
investments and higher average invested assets, partially offset by lower
investment yields. The increase also reflected higher policy charges and fee
income driven by lower ceded reinsurance, which were mostly offset by reserve
changes in policyholders' benefits, as discussed below, and business growth.

Benefits and expenses increased $58 million. Excluding the impact of our annual
reviews and update of assumptions and other refinements, as discussed above,
benefits and expenses increased $264 million. This increase reflected higher
policyholders' benefits, including changes in reserves, primarily driven by an
unfavorable impact from mortality experience, net of reinsurance, primarily
attributable to COVID-19 related claims, as well as reserve changes from lower
ceded reinsurance, partially offset by the absence of an unfavorable impact from
a change in business practice related to the level of premiums collected on
certain policies that resulted in reserve refinements in the prior year.

Sales Results

The following table sets forth Individual Life's annualized new business
premiums, as defined under "-Results of Operations-Segment Measures" above, by
distribution channel and product, for the periods indicated:


                                                     2021                                              2020                                              2019
                                   Prudential          Third                         Prudential          Third                         Prudential          Third
                                    Advisors           Party          Total           Advisors           Party          Total           Advisors           Party          Total
                                                                                                   (in millions)
Term Life                         $       20          $  95          $ 115          $       26          $ 122          $ 148          $       27          $ 173          $ 200
Guaranteed Universal
Life(1)                                    0             45             45                   3             91             94                   8             87             95
Other Universal Life(1)                    8             49             57                  17             74             91                  38            117            155
Variable Life                            121            417            538                 100            349            449                  78            200            278
Total                             $      149          $ 606          $ 755          $      146          $ 636          $ 782          $      151          $ 577          $ 728


__________
(1)Single pay life premiums and excess (unscheduled) premiums are included in
annualized new business premiums based on a 10% credit and represented
approximately 1%, 7% and 9% of Guaranteed Universal Life and 2%, 7% and 14% of
Other Universal Life annualized new business premiums for the years ended
December 31, 2021, 2020 and 2019, respectively.

2021 to 2020 Annual Comparison. Total annualized new business premiums decreased
$27 million, primarily driven by lower sales of guaranteed universal life, other
universal life and term life products due to pricing and product actions,
partially offset by higher sales of variable universal life products.

Assurance IQ

Operating Results

The following table sets forth Assurance IQ's operating results for the periods
indicated. Results for 2019 only reflect activity from October 10, 2019
("acquisition date") through December 31, 2019.

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                                                                     2021              2020             2019(1)
                                                                                   (in millions)
Operating results:
Revenues                                                          $    558          $    391          $     101
Expenses                                                               700               479                110
Adjusted operating income                                             (142)              (88)                (9)

Realized investment gains (losses), net, and related adjustments 0

                1                  0
Other adjustments(2)(3)                                             (1,099)               51                (47)
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                          $ (1,241)         $    (36)         $     (56)


 __________
(1)Represents activity from the acquisition date through December 31, 2019. See
Note 1 to the Consolidated Financial Statements for additional information.
(2)All periods include certain components of the consideration for the Assurance
IQ acquisition, which are recognized as compensation expense over the requisite
service periods, as well as changes in the fair value of associated contingent
consideration. See Note 1 to the Consolidated Financial Statements for
additional information.
(3)In the fourth quarter of 2021, the Company recognized a goodwill impairment
of $1,060 million. See Note 2 and Note 10 to the Consolidated Financial
Statements for additional information.

Adjusted Operating Income


2021 to 2020 Annual Comparison. Adjusted operating income decreased $54 million,
reflecting higher operating and variable expenses, including those supporting
business growth, partially offset by increased revenues primarily related to
growth in the Medicare and Personal Finance lines.

Revenues and Expenses


2021 to 2020 Annual Comparison. Revenues increased $167 million, primarily due
to commissions and case referral revenues from the Medicare line, driven by
business growth and from a strategic shift by the business to emphasize Medicare
products, as well as from higher case referral sales of Personal Finance
products. Expenses increased $221 million, driven by higher marketing and
distribution costs primarily related to the Medicare and Personal Finance lines,
and higher general and administrative operating expenses supporting business
growth.

International Businesses

Business Updates

•In the second quarter of 2021, the Company completed the sale of The Prudential
Life Insurance Company of Taiwan Inc. ("POT") to Taishin Financial Holding Co,
Ltd. for cash consideration of approximately NT 5.5 billion, equal to
approximately $200 million at then current exchange rates, and contingent
consideration with a fair value of approximately $80 million as of December 31,
2021. See Note 1 to the Consolidated Financial Statements for additional
information. Effective in the third quarter of 2020, the results of this
business and the impact of its sale were reflected in Divested and Run-off
Businesses that are included in Corporate and Other, and all prior period
amounts have been updated to conform to the current period presentation. See
"-Divested and Run-off Businesses."

•In the first quarter of 2021, the Company acquired a 24% interest (through a
private equity limited partnership managed by LeapFrog Investments) in ICEA
LION, a Kenya-based insurer and asset manager, for approximately $100 million.
This investment is consistent with the Company's strategic focus internationally
on higher-growth emerging markets, and furthers the partnership's specific
objective to identify and make strategic investments in high quality financial
services companies in selected African geographies.

Operating Results


The results of our International Businesses' operations are translated on the
basis of weighted average monthly exchange rates, inclusive of the effects of
the intercompany arrangement discussed in "-Results of Operations-Impact of
Foreign Currency Exchange Rates" above. To provide a better understanding of
operating performance within the International Businesses, where indicated
below, we have analyzed our results of operations excluding the effect of the
year over year change in foreign currency exchange rates. Our results of
operations, excluding the effect of foreign currency fluctuations, were derived
by translating foreign currencies to USD at uniform exchange rates for all
periods presented, including for constant dollar information discussed below.
For our Japan operations, we used an exchange rate of 103 yen per USD, which was
determined
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in connection with the foreign currency income hedging program discussed in
"-Results of Operations-Impact of Foreign Currency Exchange Rates" above. In
addition, for constant dollar information discussed below, activity denominated
in USD is generally reported based on the amounts as transacted in USD.
Annualized new business premiums presented on a constant exchange rate basis in
the "Sales Results" section below reflect translation based on these same
uniform exchange rates.

The following table sets forth the International Businesses' operating results
for the periods indicated:


                                                                                       Year ended December 31,
                                                                               2021              2020              2019

                                                                                            (in millions)
Operating results:
Revenues:
Life Planner                                                                $ 10,643          $ 10,122          $ 9,605
Gibraltar Life and Other                                                      11,272            11,454           11,331
Total revenues                                                                21,915            21,576           20,936
Benefits and expenses:
Life Planner                                                                   8,869             8,618            8,172
Gibraltar Life and Other                                                       9,656            10,006            9,652
Total benefits and expenses                                                   18,525            18,624           17,824
Adjusted operating income:
Life Planner                                                                   1,774             1,504            1,433
Gibraltar Life and Other                                                       1,616             1,448            1,679
Total adjusted operating income                                                3,390             2,952            3,112
Realized investment gains (losses), net, and related adjustments                  17               727            1,240
Charges related to realized investment gains (losses), net                       (32)              (42)             (12)
Market experience updates(1)                                                          0            (39)             (31)

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                         (79)              (48)            (107)
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                              $  3,296          $  3,550          $ 4,202


  __________
(1)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.

Adjusted Operating Income


2021 to 2020 Annual Comparison. Adjusted operating income from our Life Planner
operations increased $270 million including a net unfavorable impact of $7
million from currency fluctuations, inclusive of the currency hedging program
discussed above. Both periods also include the impact of our annual reviews and
update of assumptions and other refinements, which resulted in a $2 million net
benefit in 2021 compared to a $42 million net charge in 2020. The net charge in
2020 was primarily driven by unfavorable impacts related to a decrease in
long-term interest rate assumptions.

Excluding the impact of currency fluctuations, as well as the impact from our
annual reviews and update of assumptions and other refinements as discussed
above, adjusted operating income from our Life Planner operations increased $233
million, primarily reflecting higher net investment spread results driven by
higher income on non-coupon investments, partially offset by lower reinvestment
yields. Also contributing to the increase were more favorable underwriting
results primarily due to the growth of business in force in our Japan and Brazil
operations, partially offset by unfavorable impacts from mortality experience
due to COVID-19 related claims, primarily in Brazil and Japan.

Adjusted operating income from our Gibraltar Life and Other operations increased
$168 million including a net unfavorable impact of $21 million from currency
fluctuations, inclusive of the currency hedging program discussed above. Both
periods also include the impact of our annual reviews and update of assumptions
and other refinements, which resulted in a $16 million net charge in 2021
compared to a $52 million net charge in 2020. The net charge in 2021 reflected
unfavorable impacts primarily related to lapse assumption updates. The net
charge in 2020 was primarily driven by updates of reserves reflecting the impact
of a decrease in long-term interest rate assumptions, as well as other
refinements.

Excluding the impact of currency fluctuations, as well as the impact from our
annual reviews and update of assumptions and other refinements as discussed
above, adjusted operating income from our Gibraltar Life and Other operations
increased
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$153 million, primarily reflecting lower expenses, including the absence of
certain costs associated with COVID-19 incurred in the prior year, and higher
earnings from our joint venture investments. Also contributing to the increase
were higher net investment spread results driven by higher income on non-coupon
investments, partially offset by lower reinvestment yields.

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues from our Life Planner operations
increased $521 million including a net unfavorable impact of $150 million from
currency fluctuations and a net charge of $34 million from our annual reviews
and update of assumptions and other refinements. Excluding these items, revenues
increased $705 million, primarily reflecting higher net investment income driven
by higher income on non-coupon investments, partially offset by lower
reinvestment yields. Also contributing to the increase were higher premiums and
policy charges and fee income attributable to the growth of business in force.

Benefits and expenses from our Life Planner operations increased $251 million
including a net favorable impact of $143 million from currency fluctuations and
a net benefit of $78 million from our annual reviews and update of assumptions
and other refinements. Excluding these items, benefits and expenses increased
$472 million, primarily reflecting higher policyholders' benefits, including
changes in reserves, driven by the growth of business in force.

Revenues from our Gibraltar Life and Other operations decreased $182 million,
including a net unfavorable impact of $80 million from currency fluctuations and
a net benefit of $9 million from our annual reviews and update of assumptions
and other refinements. Excluding these items, revenues decreased $111 million
primarily reflecting lower premiums and policy charges and fee income. The
decrease was partially offset by higher net investment income driven by higher
income on non-coupon investments, partially offset by lower reinvestment yields.
Benefits and expenses from our Gibraltar Life and Other operations decreased
$350 million including a net favorable impact of $59 million from currency
fluctuations and a net benefit of $27 million from our annual reviews and update
of assumptions and other refinements. Excluding these items, benefits and
expenses decreased $264 million, primarily driven by lower policyholders'
benefits, including changes in reserves, and lower expenses, including the
absence of certain costs associated with COVID-19 incurred in the prior year.

Sales Results

The following table sets forth annualized new business premiums, as defined
under "-Results of Operations-Segment Measures" above, on an actual and constant
exchange rate basis for the periods indicated:


                                               Year ended December 31,
                                           2021          2020         2019

                                                    (in millions)
Annualized new business premiums:
On an actual exchange rate basis:
Life Planner                            $     940      $ 1,041      $ 1,097
Gibraltar Life and Other                    1,000        1,149        1,213
Total                                   $   1,940      $ 2,190      $ 2,310
On a constant exchange rate basis:
Life Planner                                  996        1,075        1,096
Gibraltar Life and Other                    1,006        1,153        1,220
Total                                   $   2,002      $ 2,228      $ 2,316



The amount of annualized new business premiums and the sales mix in terms of
types and currency denomination of products for any given period can be
significantly impacted by several factors, including but not limited to: the
addition of new products, discontinuation of existing products, changes in
credited interest rates for certain products and other product modifications,
changes in premium rates, changes in interest rates or fluctuations in currency
markets, changes in tax laws, changes in life insurance regulations or changes
in the competitive environment. Sales volume may increase or decrease prior to
certain of these changes becoming effective, and then fluctuate in the other
direction following such changes.

Our diverse product portfolio in Japan, in terms of currency mix and premium
payment structure, allows us to adapt to changing market and competitive
dynamics, including the extremely low interest rate environment. We regularly
examine our product offerings and their related profitability and, as a result,
we have repriced or discontinued sales of certain products that
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do not meet our profit expectations. The impact of these actions, coupled with
the introduction of certain new products, has generally resulted in an increase
in sales of products denominated in USD relative to products denominated in
other currencies.

2021 to 2020 Annual Comparison. The table below presents annualized new business
premiums on a constant exchange rate basis, by product category and distribution
channel, for the periods indicated:


                                                              Year Ended December 31, 2021                                                           

Year Ended December 31, 2020

                                                     Accident                                                                                   Accident
                                                        &              Retirement                                                                  &              Retirement
                                     Life             Health               (1)              Annuity           Total             Life             Health               (1)              Annuity           Total

                                                                                                                   (in millions)
Life Planner                      $   552          $      72          $      368          $      4          $   996          $   567          $      69          $      439                  $ 0       $ 1,075
Gibraltar Life and Other:
Life Consultants                      261                 27                  39               161              488              341                 33                  59                62              495
Banks(2)                              252                     0               12                54              318              418                     0               23                18              459
Independent Agency                     73                 22                  97                 8              200              100                  5                  89                 5              199
Subtotal                              586                 49                 148               223            1,006              859                 38                 171                85            1,153
Total                             $ 1,138          $     121          $      516          $    227          $ 2,002          $ 1,426          $     107          $      610          $     85          $ 2,228


__________
(1)Includes retirement income, endowment and savings variable universal life.
(2)Single pay life annualized new business premiums, which include 10% of first
year premiums, and 3-year limited pay annualized new business premiums, which
include 100% of new business premiums, represented 3% and 66%, respectively, of
total Japanese bank distribution channel annualized new business premiums,
excluding annuity products, for the year ended December 31, 2021, and 3% and
71%, respectively, of total Japanese bank distribution channel annualized new
business premiums, excluding annuity products, for the year ended December 31,
2020.

Annualized new business premiums, on a constant exchange rate basis, from our
Life Planner operations decreased $79 million, reflecting the absence of higher
sales of USD-denominated products ahead of pricing increases in the third
quarter of 2020, as well as lower sales in the current year as a result of those
pricing increases, partially offset by higher sales resulting from an easing of
COVID-19 restrictions in the current year.

Annualized new business premiums, on a constant exchange rate basis, from our
Gibraltar Life and Other operations decreased $147 million. Bank channel and
Life Consultants sales decreased $141 million and $7 million, respectively,
reflecting the absence of higher sales of USD-denominated products ahead of
pricing increases in the third quarter of 2020, as well as lower sales in the
current year as a result of those pricing increases. The decrease in Life
Consultants sales was partially offset by an easing of COVID-19 restrictions in
the current year, and higher sales of USD-denominated fixed annuity products
driven by higher crediting rates reflecting rising interest rates. Independent
Agency sales increased $1 million reflecting higher sales of accident and health
products to a single large client in the current year, which were largely offset
by the impacts of price increases on USD-denominated products described above.

Sales Force


The following table sets forth the number of Life Planners and Life Consultants
for the periods indicated:


                                              Year Ended December 31,
                                   2021                 2020                2019
Life Planners:
Japan                             4,566                4,555                4,356
All other countries               1,458                1,511                1,833
Gibraltar Life Consultants        7,100                7,254                7,403
Total                            13,124               13,320               13,592




2021 to 2020 Comparison. The number of Life Planners decreased by 42, driven by
a decrease of 53 in other operations, primarily attributable to Argentina, and
to a lesser degree Brazil. Life Planners in Japan increased by 11 as a result of
recruiting efforts and fewer terminations. The number of Gibraltar Life
Consultants decreased by 154, primarily reflecting recruiting challenges due to
COVID-19.

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Corporate and Other

Corporate and Other includes corporate operations, after allocations to our
business segments, and Divested and Run-off Businesses other than those that
qualify for "discontinued operations" accounting treatment under U.S. GAAP.


                                                                                       Year ended December 31,
                                                                               2021            2020(1)           2019(1)

                                                                                            (in millions)
Operating results:
Interest expense on debt                                                    $  (827)         $   (894)         $   (866)
Investment income                                                               174               134               250
Pension and employee benefits                                                   284               191               149
Other corporate activities                                                   (1,238)           (1,398)           (1,432)
Adjusted operating income                                                    (1,607)           (1,967)           (1,899)
Realized investment gains (losses), net, and related adjustments                 94            (2,357)             (193)
Charges related to realized investment gains (losses), net                        8                 3               (53)
Market experience updates(2)                                                      3               (10)              (10)
Divested and Run-off Businesses                                                 716              (450)              992

Equity in earnings of operating joint ventures and earnings
attributable to noncontrolling interests

                                        (38)              (25)               (6)
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                              $  (824)         $ (4,806)         $ (1,169)


__________
(1)Effective third quarter of 2021, the results of the Full Service Retirement
business are excluded from the Retirement segment and are included in Divested
and Run-off Businesses. Prior period amounts have been updated to conform to
current period presentation. See Note 1 to the Consolidated Financial Statements
for additional information about these divestitures.
(2)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability, which are excluded from
adjusted operating income beginning with the second quarter of 2019. See Note 22
to the Consolidated Financial Statements for additional information.

2021 to 2020 Annual Comparison. The loss from Corporate and Other operations, on
an adjusted operating income basis, decreased $360 million. Net charges from
other corporate activities decreased $160 million, primarily reflecting the
absence of a significant charge to legal reserves incurred in the prior year,
partially offset by increased costs related to the early extinguishment of debt
in the current year. Also contributing to the decrease were favorable results of
$93 million from pension and employee benefits, primarily driven by lower
interest costs on our qualified pension plan obligation, $67 million of lower
interest expense on debt, reflecting lower average debt balances and interest
rates, and $40 million of higher investment income, primarily driven by
favorable results on non-coupon investments.

For purposes of calculating pension income from our qualified pension plan for
the year ended December 31, 2022, we increased the discount rate from 2.55% to
2.80% as of December 31, 2021. The expected rate of return on plan assets will
increase from 5.75% in 2021 to 6.00% in 2022. The assumed rate of increase in
compensation will remain unchanged at 4.50%. Giving effect to the foregoing
changes and other factors, we expect income from our qualified pension plan in
2022 to be approximately $40 million to $50 million higher than 2021 levels.
This increase is primarily driven by higher earnings from an increase in the
expected rate of return and lower loss amortization, partially offset by higher
interest costs on the plan obligation due to a higher discount rate.

For purposes of calculating postretirement benefit expenses for the year ended
December 31, 2022, we increased the discount rate from 2.40% to 2.75% as of
December 31, 2021. The expected rate of return on plan assets will increase from
6.75% in 2021 to 7.00% in 2022. In addition, the Company has amended certain
provisions of its Retiree Medical Savings Account plan. Giving effect to the
foregoing changes and other factors, we expect postretirement income in 2022 to
be approximately $25 million to $35 million higher than 2021 levels. This
increase is primarily driven by the changes to the Company's Retiree Medical
Savings Account plan and lower loss amortization.

In 2022, pension and other postretirement benefit service costs related to
active employees will continue to be allocated to our business segments. For
further information regarding our pension and postretirement plans, including
the changes to the Company's Retiree Medical Savings Account plan, see Note 18
to the Consolidated Financial Statements.

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Divested and Run-off Businesses

Divested and Run-off Businesses Included in Corporate and Other


Income from our Divested and Run-off Businesses includes results from several
businesses that have been or will be sold or exited, including businesses that
have been placed in wind down status that do not qualify for "discontinued
operations" accounting treatment under U.S. GAAP. The results of these Divested
and Run-off Businesses are reflected in our Corporate and Other operations, but
are excluded from adjusted operating income. A summary of the results of the
Divested and Run-off Businesses reflected in our Corporate and Other operations
is as follows for the periods indicated:

                                                                            

Year ended December 31,

                                                                           2021             2020            2019
                                                                                      (in millions)
Long-Term Care                                                          $    458          $  351          $ 469
Other(1)                                                                     258            (801)           523
Total Divested and Run-off Businesses income (loss) excluded from
adjusted operating income                                               $    716          $ (450)         $ 992


 __________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included herein.
Effective third quarter of 2020, the results of POT and the impact of its sale
are excluded from the International Businesses and are included herein.
Effective third quarter of 2021, the results of the Full Service Retirement
business are excluded from the Retirement segment and are included herein. Prior
period amounts have been updated to conform to current period presentation. See
Note 1 to the Consolidated Financial Statements for additional information about
these divestitures.

Long-Term Care. Results for the year ended December 31, 2021 increased $107
million compared to 2020, including a favorable comparative net impact from our
annual reviews and update of assumptions and other refinements. Results for 2021
included a $62 million net benefit from these updates, while results for 2020
included a $33 million net charge. Excluding this impact, results increased $12
million primarily reflecting a favorable impact from changes in the market value
of equity securities, higher underwriting results driven by favorable
comparative policy and claim experience, and higher investment results,
including higher income on non-coupon investments. These increases were
partially offset by an unfavorable impact from changes in the market value of
derivatives used for duration management.

Other Divested and Run-off Businesses. Results for the year ended December 31,
2021 increased $1,059 million compared to 2020, primarily driven by the absence
of losses incurred in 2020 related to the sales of POK and POT. See Note 1 to
the Consolidated Financial Statements for additional information.

Closed Block Division


The Closed Block division includes certain in-force traditional domestic
participating life insurance and annuity products and assets that are used for
the payment of benefits and policyholder dividends on these policies
(collectively, the "Closed Block"), as well as certain related assets and
liabilities. We no longer offer these traditional domestic participating
policies. See Note 15 to the Consolidated Financial Statements for additional
information.

Each year, the Board of Directors of The Prudential Insurance Company of America
("PICA") determines the dividends payable on participating policies for the
following year based on the experience of the Closed Block, including investment
income, net realized and unrealized investment gains (losses), mortality
experience and other factors. Although the Closed Block experience for dividend
action decisions is based upon statutory results, at the time the Closed Block
was established, we developed, as required by U.S. GAAP, an actuarial
calculation of the timing of the maximum future earnings from the policies
included in the Closed Block. If actual cumulative earnings in any given period
are greater than the cumulative earnings we expected, we record this excess as a
policyholder dividend obligation. We will subsequently pay this excess to Closed
Block policyholders as an additional dividend unless it is otherwise offset by
future Closed Block performance that is less favorable than we originally
expected. The policyholder dividends we charge to expense within the Closed
Block division will include any change in our policyholder dividend obligation
that we recognize for the excess of actual cumulative earnings in any given
period over the cumulative earnings we expected in addition to the actual
policyholder dividends declared by the Board of Directors of PICA.

As of December 31, 2021, the excess of actual cumulative earnings over the
expected cumulative earnings was $4,387 million, which was recorded as a
policyholder dividend obligation. Actual cumulative earnings, as required by
U.S. GAAP, reflect the recognition of realized investment gains and losses in
the current year, as well as changes in assets and related liabilities that
support the Closed Block policies. Additionally, the accumulation of net
unrealized investment gains that have
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arisen subsequent to the establishment of the Closed Block has been reflected as
a policyholder dividend obligation of $3,640 million at December 31, 2021, to be
paid to Closed Block policyholders unless offset by future experience, with a
corresponding amount reported in AOCI.

Operating Results


The following table sets forth the Closed Block division's results for the
periods indicated:

                                                                                Year ended December 31,
                                                                         2021              2020             2019
                                                                                     (in millions)
U.S. GAAP results:
Revenues                                                             $   5,947          $ 4,766          $ 5,642
Benefits and expenses                                                    5,807            4,790            5,606
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                             $     140          $   (24)         $    36


Income (loss) Before Income Taxes and Equity in Earnings of Operating Joint
Ventures


2021 to 2020 Annual Comparison. Income (loss) before income taxes and equity in
earnings of operating joint ventures increased $164 million. Net investment
activity results increased primarily reflecting higher realized investment gains
driven by favorable changes in the value of derivatives used in risk management
activities, an increase in other income driven by favorable changes in the value
of equity securities, and an increase in net investment income driven by higher
income on non-coupon investments. Net insurance activity results reflected a
favorable comparative change driven by a decrease in the 2021 dividend scale and
run off of the business in force. As a result of the above and other variances,
a $1,469 million increase in the policyholder dividend obligation was recorded
in 2021, compared to a $117 million increase in 2020. If actual cumulative
earnings fall below expected cumulative earnings in future periods, earnings
volatility in the Closed Block division, which is primarily due to changes in
investment results, may not be offset by changes in the cumulative earnings
policyholder dividend obligation. For a discussion of the Closed Block
division's realized investment gains (losses), net, see "-General Account
Investments."

Revenues, Benefits and Expenses


2021 to 2020 Annual Comparison. Revenues increased $1,181 million primarily
driven by an increase in net realized investment gains, other income and net
investment income, partially offset by lower premiums due to runoff of policies
in force, as discussed above.

Benefits and expenses increased $1,017 million primarily driven by an increase
in dividends to policyholders, reflecting an increase in the policyholder
dividend obligation expense due to changes in cumulative earnings, as discussed
above.

                                  Income Taxes

The differences between income taxes expected at the U.S. federal statutory
income tax rate of 21% applicable for 2021, 2020 and 2019, and the reported
income tax (benefit) expense are provided in the following table:

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                                                                                     Year Ended December 31,
                                                                             2021            2020(1)            2019

                                                                                          (in millions)

Expected federal income tax expense (benefit) at federal statutory
rate

                                                                      $  1,970          $   (68)         $ 1,068
Non-taxable investment income                                                 (292)            (228)            (270)
Foreign taxes at other than U.S. rate                                          149              250              234
Low-income housing and other tax credits                                      (126)            (112)            (118)
Changes in tax law                                                              10             (192)              (2)
Sale of subsidiary                                                             (26)             277                4
Non-controlling interest                                                       (14)             (48)             (11)
Non-deductible expenses                                                         11               14               23
Change in valuation allowance                                                   13               17               (1)
State taxes                                                                     18               10                1
Other                                                                          (39)              (1)              19
Reported income tax expense (benefit)                                     $  1,674          $   (81)         $   947
Effective tax rate                                                            17.8  %          25.1  %          18.6  %


 __________

(1)Prior period amounts have been updated to conform to current period
presentation.

Effective Tax Rate


The effective tax rate is the ratio of "Total income tax expense (benefit)"
divided by "Income before income taxes and equity in earnings of operating joint
ventures." Our effective tax rate for fiscal years 2021, 2020 and 2019 was
17.8%, 25.1%, and 18.6%, respectively. For a detailed description of the nature
of each significant reconciling item, see Note 16 to the Consolidated Financial
Statements. The change in the effective tax rate from 25.1% in 2020 to 17.8% in
2021 was primarily driven by an increase in pre-tax net income, the sale of POK
and the impact of the CARES Act in 2020. The increase in the effective tax rate
from 18.6% in 2019 to 25.1% in 2020 was primarily driven by a decrease in
pre-tax net income, the sale of POK and the impact of the CARES Act in 2020.

Unrecognized Tax Benefits


The Company's liability for income taxes includes the liability for unrecognized
tax benefits and interest that relate to tax years still subject to review by
the Internal Revenue Service or other taxing authorities. The completion of
review or the expiration of the Federal statute of limitations for a given audit
period could result in an adjustment to the liability for income taxes. The
total unrecognized benefit as of December 31, 2021, 2020 and 2019 was $12
million, $17 million and $18 million, respectively. We do not anticipate any
significant changes within the next twelve months to our total unrecognized tax
benefits related to tax years for which the statute of limitations has not
expired.

Income Tax Expense vs. Income Tax Paid in Cash


Income tax expense recorded under U.S. GAAP routinely differs from the income
taxes paid in cash in any given year. Income tax expense recorded under U.S.
GAAP is based on income reported in our Consolidated Statements of Operations
for the current period and it includes both current and deferred taxes. Income
taxes paid during the year include tax installments made for the current year as
well as tax payments and refunds related to prior periods.

For additional information on income tax related items, see
"Business-Regulation" and Note 16 to the Consolidated Financial Statements.

                  Experience-Rated Contractholder Liabilities,

Assets Supporting Experience-Rated Contractholder Liabilities and Other Related

                                  Investments

Certain products included in the International Businesses and the divested Full
Service Retirement business are experience-rated in that investment results
associated with these products are expected to ultimately accrue to
contractholders. The majority of investments supporting these experience-rated
products are carried at fair value.

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International Businesses. In our International Businesses, these investments are
reflected on the Consolidated Statements of Financial Position as "Assets
supporting experience-rated contractholder liabilities, at fair value." Realized
and unrealized gains (losses) for these investments are reported in "Other
income (loss)" while interest and dividend income are reported in "Net
investment income." As these experience-rated products are fully participating,
the entire return on the underlying investments is passed back to policyholders
through a corresponding adjustment to the related liability, primarily
classified in the Consolidated Statements of Financial Position as
"Policyholders' account balances."

Adjusted operating income excludes net investment gains (losses) on assets
supporting experience-rated contractholder liabilities. This is consistent with
the exclusion of realized investment gains (losses) with respect to other
investments supporting insurance liabilities managed on a consistent basis. In
addition, to be consistent with the historical treatment of charges related to
realized investment gains (losses) on investments, adjusted operating income
also excludes the change in contractholder liabilities due to asset value
changes in the pool of investments supporting these experience-rated contracts,
which are reflected in "Interest credited to policyholders' account balances."
The result of this approach is that adjusted operating income for these products
includes net fee revenue and interest spread we earn on these experience-rated
contracts, and excludes changes in fair value of the pool of investments, both
realized and unrealized, that we expect will ultimately accrue to the
contractholders.

Full Service Retirement Business. Our divested Full Service Retirement business
has two types of experience-rated products that are supported by assets
supporting experience-rated contractholder liabilities and other related
investments. Fully participating products are those for which the entire return
on underlying investments is passed back to the policyholders. Partially
participating products are those for which only a portion of the return on
underlying investments is passed back to the policyholders over time through
changes to the contractual crediting rates. The crediting rates are typically
reset semiannually, often subject to a minimum crediting rate, and returns are
required to be passed back within ten years.

Beginning in the third quarter of 2021, the Company reported the assets and
liabilities of the Full Service Retirement business as "held-for-sale," and
transferred the results of this business from the Retirement segment to the
Divested and Run-off Businesses within Corporate & Other operations, which are
excluded from adjusted operating income. See Note 1 to the Consolidated
Financial Statements for additional information.


As a result of this recent "held-for-sale" classification, the assets and
liabilities associated with these products for the current reporting period are
included in the Consolidated Statements of Financial Position as "Assets
held-for-sale" and "Liabilities held-for-sale," respectively; however, for prior
periods, the assets and liabilities associated with these products are presented
similar to how they are described in "International Businesses" above.

The following table sets forth the impact on results for the periods indicated
of these items that are excluded from adjusted operating income:


                                                                                        Year ended December 31,
                                                                                  2021              2020           2019
                                                                                             (in millions)

International Businesses:
Investment gains (losses) on assets supporting experience-rated
contractholder liabilities, net

$ 369 $ 68 $ 267
Change in experience-rated contractholder liabilities due to asset
value changes

                                                                       (369)           (68)          (267)
Gains (losses), net, on experienced rated contracts                           $        0          $   0          $   0
Divested and Run-off Businesses:
Investment gains (losses) on assets supporting experience-rated
contractholder liabilities, net                                             

$ (616) $ 602 $ 699
Change in experience-rated contractholder liabilities due to asset
value changes

                                                                        657           (625)          (682)
Gains (losses), net, on experienced rated contracts(1)(2)                     $       41          $ (23)         $  17
Total:
Investment gains (losses) on assets supporting experience-rated
contractholder liabilities, net(1)                                          

$ (247) $ 670 $ 966
Change in experience-rated contractholder liabilities due to asset
value changes

                                                                        288           (693)          (949)
Gains (losses), net, on experienced rated contracts(1)(2)                   

$ 41 $ (23) $ 17

__________

(1)Decreases to contractholder liabilities due to asset value changes are
limited by certain floors and therefore do not reflect cumulative declines in
recorded asset values of $3 million, $3 million and $7 million as of
December 31, 2021, 2020 and 2019, respectively. We have recovered, and expect to
recover in future periods, these declines in recorded asset values through
subsequent increases in recorded asset values or reductions in crediting rates
on contractholder liabilities.
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(2)Included in the amounts above related to the change in the liability to
contractholders as a result of commercial mortgage and other loans are increases
of $12 million, $6 million and $57 million for the years ended December 31,
2021, 2020 and 2019, respectively. As prescribed by U.S. GAAP, changes in the
fair value of commercial mortgage and other loans held for investment in our
general account, other than when associated with impairments, are not recognized
in income in the current period, while the impact of these changes in fair value
are reflected as a change in the liability to fully participating
contractholders in the current period.

For our divested Retirement Full Service business, the net impact of changes in
experience-rated contractholder liabilities and investment gains (losses) on
assets supporting experience-rated contractholder liabilities and other related
investments reflects timing differences between the recognition of the
mark-to-market adjustments and the recognition of the recovery of these
adjustments in future periods through subsequent increases in asset values or
reductions in crediting rates on contractholder liabilities for partially
participating products. This includes certain assets that are designated as
available-for-sale where mark-to-market adjustments are recorded as unrealized
gains (losses) in "Other comprehensive income", These impacts also reflect the
difference between the fair value of underlying commercial mortgages and other
loans and the amortized cost, less any valuation allowance, of these loans.

                      Valuation of Assets and Liabilities

Fair Value of Assets and Liabilities


The authoritative guidance related to fair value measurement establishes a
framework that includes a three-level hierarchy used to classify the inputs used
in measuring fair value. The level in the hierarchy within which the fair value
falls is determined based on the lowest level input that is significant to the
measurement. The fair values of assets and liabilities classified as Level 3
include at least one significant unobservable input in the measurement. See Note
6 to the Consolidated Financial Statements for an additional description of the
valuation hierarchy levels as well as for the balances of assets and liabilities
measured at fair value on a recurring basis by hierarchy level presented on a
consolidated basis.

The table below presents the balances of assets and liabilities measured at fair
value on a recurring basis, as of the periods indicated, and the portion of such
assets and liabilities that are classified in Level 3 of the valuation
hierarchy. The table also provides details about these assets and liabilities
excluding those held in the Closed Block division. We believe the amounts
excluding the Closed Block division are most relevant to an understanding of our
operations that are pertinent to investors in Prudential Financial because
substantially all Closed Block division assets support obligations and
liabilities relating to the Closed Block policies only. See Note 15 to the
Consolidated Financial Statements for further information on the Closed Block.

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                                                                        As of December 31, 2021(1)                                                                  As of December 31, 2020
                                            PFI excluding Closed Block Division                 Closed Block Division                 PFI excluding Closed Block Division                 Closed Block Division
                                               Total at              Total                  Total at                 Total               Total at              Total                  Total at                 Total
                                              Fair Value           Level 3(2)              Fair Value              Level 3(2)           Fair Value           Level 3(2)              Fair Value              Level 3(2)
                                                                                                                            (in millions)

Fixed maturities, available-for-sale $ 334,006 $ 5,810 $ 38,404

               $     1,510          $   370,681          $     5,005          $     42,224               $     1,038
Assets supporting experience-rated
contractholder liabilities:
Fixed maturities                                  1,057                    0                     0                         0               21,414                  615                     0                         0
Equity securities                                 2,271                    0                     0                         0                2,043                    0                     0                         0
All other(3)                                         20                    0                     0                         0                  619                   20                     0                         0
Subtotal                                          3,348                    0                     0                         0               24,076                  635                     0                         0
Fixed maturities, trading                         7,686                  403                 1,137                        18                3,636                  230                   278                        13
Equity securities                                 6,089                  699                 2,288                       100                5,653                  576                 2,345                        84
Commercial mortgage and other loans               1,263                    0                     0                         0                1,092                    0                     0                         0
Other invested assets(4)                          3,749                  489                     7                         4                2,268                  366                     3                         0
Short-term investments                            5,186                  268                   457                        62                6,222                  146                    88                        31
Cash equivalents                                  4,857                   48                   402                        22                5,241                    1                   241                         0
Other assets                                        164                  164                     0                         0                  268                  268                     0                         0
Separate account assets                         219,971                1,283                     0                         0              304,270                1,821                     0                         0
Total assets                                $   586,319          $     9,164          $     42,695               $     1,716          $   723,407          $     9,048          $     45,179               $     1,166
Future policy benefits                      $     9,068          $     9,068          $          0               $         0          $    18,879          $    18,879          $          0               $         0
Policyholders' account balances                   1,436                1,436                     0                         0                1,914                1,914                     0                         0
Other liabilities(4)                              1,860                    0                     0                         0                  385                    0                     0                         0

Total liabilities                           $    12,364          $    10,504          $          0               $         0          $    21,178          $    20,793          $          0               $         0


__________
(1)Excludes amounts for financial instruments reclassified to "Assets
held-for-sale" of $129,579 million and "Liabilities held-for-sale" of
$6,214 million. Assets held-for-sale and liabilities held-for-sale are valued on
a basis consistent with similar instruments described herein. See Note 1 for
additional information on the pending dispositions.
(2)Level 3 assets expressed as a percentage of total assets measured at fair
value on a recurring basis for PFI excluding the Closed Block division and for
the Closed Block division totaled 1.6% and 4.0%, respectively, as of
December 31, 2021 and 1.3% and 2.6%, respectively, as of December 31, 2020.
(3)"All other" represents cash equivalents and short-term investments.
(4)"Other invested assets" and "Other liabilities" primarily include
derivatives. The amounts include the impact of netting subject to master netting
agreements.

The determination of fair value, which for certain assets and liabilities is
dependent on the application of estimates and assumptions, can have a
significant impact on our results of operations and may require the application
of a greater degree of judgment depending on market conditions, as the ability
to value assets and liabilities can be significantly impacted by a decrease in
market activity or a lack of transactions executed in an orderly manner.

Fixed maturity securities included in Level 3 in our fair value hierarchy are
generally priced based on internally-developed valuations or indicative broker
quotes. For certain private fixed maturity and equity securities, the internal
valuation models use significant unobservable inputs and, accordingly, such
securities are included in Level 3 in our fair value hierarchy. Level 3 fixed
maturity securities for PFI excluding the Closed Block division included
approximately $2.2 billion of public fixed maturities as of December 31, 2021
with values primarily based on indicative broker quotes, and approximately $4.7
billion of private fixed maturities, with values primarily based on
internally-developed models. Significant unobservable inputs used in their
valuation included: issue specific spread adjustments, material non-public
financial information, management judgment, estimation of future earnings and
cash flows, default rate assumptions, liquidity assumptions and indicative
quotes from market makers. Separate account assets included in Level 3 in our
fair value hierarchy primarily include corporate securities and commercial
mortgage loans.

Embedded derivatives reported in "Future policy benefits" and "Policyholders'
account balances" that are included in level 3 of our fair value hierarchy
represent general account liabilities pertaining to living benefit features of
the Company's
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variable annuity contracts and the index-linked interest credited features on
certain life and annuity products. These are carried at fair value with changes
in fair value included in "Realized investment gains (losses), net." These
embedded derivatives are valued using internally-developed models that require
significant estimates and assumptions developed by management. Changes in these
estimates and assumptions can have a significant impact on the results of our
operations.

For additional information about the valuation techniques and the key estimates
and assumptions used in our determination of fair value, see Note 6 to the
Consolidated Financial Statements.

                          General Account Investments

We maintain diversified investment portfolios in our general account to support
our liabilities to customers as well as our other general liabilities.
Investments and other assets that do not support general account liabilities,
and are therefore excluded from our general account, are as follows:

•assets of our derivative operations;
•assets of our investment management operations, including investments managed
for third-parties; and
•those assets classified as "Separate account assets" on our balance sheet.

The general account portfolios are managed pursuant to the distinct objectives
and investment policy statements of PFI excluding the Closed Block division and
of the Closed Block division. The primary investment objectives of PFI excluding
the Closed Block division include:

•hedging and otherwise managing the market risk characteristics of the major
product liabilities and other obligations of the Company;
•optimizing investment income yield within risk constraints over time; and
•for certain portfolios, optimizing total return, including both investment
income yield and capital appreciation, within risk constraints over time, while
managing the market risk exposures associated with the corresponding product
liabilities.
We pursue our objective to optimize investment income yield for PFI excluding
the Closed Block division over time through:

•the investment of net operating cash flows, including new product premium
inflows, and proceeds from investment sales, repayments and prepayments into
investments with attractive risk-adjusted yields; and
•the sale of investments, where appropriate, either to meet various cash flow
needs or to manage the portfolio's risk exposure profile with respect to
duration, credit, currency and other risk factors, while considering the impact
on taxes and capital.

The primary investment objectives of the Closed Block division include:


•providing for the reasonable dividend expectations of the participating
policyholders within the Closed Block division; and
•optimizing total return, including both investment income yield and capital
appreciation, within risk constraints, while managing the market risk exposures
associated with the major products in the Closed Block division.

Our portfolio management approach, while emphasizing our investment income yield
and asset/liability risk management objectives, also takes into account the
capital and tax implications of portfolio activity and our assertions regarding
our ability and intent to hold debt securities to recovery. For a further
discussion of our allowance for credit losses, including our assertions
regarding any intention or requirement to sell debt securities before
anticipated recovery, see "-Realized Investment Gains and Losses-Credit Losses"
below.

Management of Investments

The Investment Committee of our Board of Directors ("Board") oversees our
proprietary investments, including our general account portfolios, and regularly
reviews performance and risk positions. Our Chief Investment Officer
Organization ("CIO Organization") develops investment policies subject to risk
limits proposed by our Enterprise Risk Management ("ERM") group for the general
account portfolios of our domestic and international insurance subsidiaries and
directs and oversees management of the general account portfolios within risk
limits and exposure ranges approved annually by the Investment Committee.
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The CIO Organization, including related functions within our insurance
subsidiaries, works closely with product actuaries and ERM to understand the
characteristics of our products and their associated market risk exposures. This
information is incorporated into the development of target asset portfolios that
manage market risk exposures associated with the liability characteristics and
establish investment risk exposures, within tolerances prescribed by
Prudential's investment risk limits, on which we expect to earn an attractive
risk-adjusted return. We develop asset strategies for specific classes of
product liabilities and attributed or accumulated surplus, each with distinct
risk characteristics. Market risk exposures associated with the liabilities
include interest rate risk, which is addressed through the duration
characteristics of the target asset mix, and currency risk, which is addressed
by the currency profile of the target asset mix. In certain of our smaller
markets outside of the U.S. and Japan, capital markets limitations hinder our
ability to hedge interest rate exposure to the same extent we do for our U.S.
and Japan businesses and lead us to accept a higher degree of interest rate risk
in these smaller portfolios. General account portfolios typically include
allocations to credit and other investment risks as a means to enhance
investment yields and returns over time.

Most of our products can be categorized into the following three classes:


•interest-crediting products for which the rates credited to customers are
periodically adjusted to reflect market and competitive forces and actual
investment experience, such as fixed annuities and universal life insurance;
•participating individual and experience-rated group products in which customers
participate in actual investment and business results through annual dividends,
interest or return of premium; and
•products with fixed or guaranteed terms, such as traditional whole life and
endowment products, guaranteed investment contracts ("GICs"), funding agreements
and payout annuities.

Our total investment portfolio is composed of a number of operating portfolios.
Each operating portfolio backs a specific set of liabilities, and the portfolios
have a target asset mix that supports the liability characteristics, including
duration, cash flow, liquidity needs and other criteria. As of December 31,
2021, the average duration of our domestic general account investment portfolios
attributable to PFI excluding the Closed Block division, including the impact of
derivatives, was between 8 and 9 years. As of December 31, 2021, the average
duration of our international general account portfolios attributable to our
Japanese insurance operations, including the impact of derivatives, was between
12 and 13 years and represented a blend of yen-denominated and U.S. dollar and
Australian dollar-denominated investments, which have distinct average durations
supporting the insurance liabilities we have issued in those currencies. Our
asset/liability management process has enabled us to manage our portfolios
through several market cycles.

We implement our portfolio strategies primarily through investment in a broad
range of fixed income assets, including government and agency securities, public
and private corporate bonds and structured securities and commercial mortgage
loans. In addition, we hold allocations of non-coupon investments, which include
equity securities and other invested assets such as LPs/LLCs, real estate held
through direct ownership, derivative instruments, and seed money investments in
separate accounts.

We manage our public fixed maturity portfolio to a risk profile directed or
overseen by the CIO Organization and ERM groups and to a profile that also
reflects the market environments impacting both our domestic and international
insurance portfolios. The return that we earn on the portfolio will be reflected
in investment income and in realized gains or losses on investments.

We use privately-placed corporate debt securities and commercial mortgage loans,
which consist of mortgages on diversified properties in terms of geography,
property type and borrowers, to enhance the yield on our portfolio and to
improve the overall diversification of the portfolios. Private placements
typically offer enhanced yields due to an illiquidity premium and generally
offer enhanced credit protection in the form of covenants. Our origination
capability offers the opportunity to lead transactions and gives us the
opportunity for better terms, including covenants and call protection, and to
take advantage of innovative deal structures.

Derivative strategies are employed in the context of our risk management
framework to enhance our ability to manage interest rate and currency risk
exposures of the asset portfolio relative to the liabilities and to manage
credit and equity positions in the investment portfolios. For a discussion of
our risk management process, see "Quantitative and Qualitative Disclosures About
Market Risk" below.

Our portfolio asset allocation reflects our emphasis on diversification across
asset classes, sectors and issuers. The CIO Organization, directly and through
related functions within the insurance subsidiaries, implements portfolio
strategies primarily through various investment management units within
Prudential's PGIM segment. Activities of the PGIM segment on behalf of the
general account portfolios are directed and overseen by the CIO Organization and
monitored by ERM for compliance with investment risk limits.
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In executing the activities on behalf of the general account portfolio,
Prudential investment management units are incorporating environmental, social
and governance factors into their respective investment processes as
appropriate. These factors include investing in opportunities to support
diversity and inclusion and to help mitigate climate change by pursuing relevant
investments across asset classes.

Portfolio Composition


Our investment portfolio consists of public and private fixed maturity
securities, commercial mortgage and other loans, policy loans and non-coupon
investments as defined above. The composition of our general account reflects,
within the discipline provided by our risk management approach, our need for
competitive results and the selection of diverse investment alternatives
available primarily through our PGIM segment. The size of our portfolio enables
us to invest in asset classes that may be unavailable to the typical investor.

The following tables set forth the composition of our general account investment
portfolio apportioned between PFI excluding the Closed Block division and the
Closed Block division, as of the dates indicated:
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                                                                                                December 31, 2021
                                                                            PFI Excluding                   Closed Block
                                                                       Closed Block Division(1)               Division               Total
                                                                                                 ($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value                          $   276,868              65.0  %       $       28,167          $ 305,035

Public, held-to-maturity, at amortized cost, net of
allowance

                                                                1,413               0.3                       0              1,413
Private, available-for-sale, at fair value                              56,660              13.3                  10,237             66,897

Private, held-to-maturity, at amortized cost, net of
allowance

                                                                  101               0.1                       0                101
Fixed maturities, trading, at fair value                                 7,473               1.8                   1,137              8,610
Assets supporting experience-rated contractholder
liabilities, at fair value                                               3,358               0.8                       0              3,358
Equity securities, at fair value                                         5,587               1.3                   2,288              7,875

Commercial mortgage and other loans, at book value, net of
allowance

                                                               49,146              11.6                   8,241             57,387
Policy loans, at outstanding balance                                     6,571               1.5                   3,815             10,386
Other invested assets, net of allowance(2)                              12,485               2.9                   4,358             16,843
Short-term investments, net of allowance                                 6,043               1.4                     557              6,600
Total general account investments                                      425,705             100.0  %               58,800            484,505
Invested assets of other entities and operations(3)                      7,694                                         0              7,694
Total investments                                                  $   433,399                            $       58,800          $ 492,199

                                                                                                December 31, 2020
                                                                            PFI Excluding                   Closed Block
                                                                        Closed Block Division                 Division               Total
                                                                                                 ($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value                          $   309,813              63.7  %       $       29,475          $ 339,288

Public, held-to-maturity, at amortized cost, net of
allowance

                                                                1,719               0.4                       0              1,719
Private, available-for-sale, at fair value                              60,224              12.4                  12,749             72,973

Private, held-to-maturity, at amortized cost, net of
allowance

                                                                  211               0.1                       0                211
Fixed maturities, trading, at fair value                                 3,425               0.7                     277              3,702
Assets supporting experience-rated contractholder
liabilities, at fair value                                              24,115               5.0                       0             24,115
Equity securities, at fair value                                         5,108               1.1                   2,345              7,453

Commercial mortgage and other loans, at book value, net of
allowance

                                                               55,892              11.5                   8,421             64,313
Policy loans, at outstanding balance                                     7,207               1.5                   4,064             11,271
Other invested assets, net of allowance (2)                             10,716               2.1                   3,610             14,326
Short-term investments, net of allowance                                 7,640               1.5                     124              7,764
Total general account investments                                      486,070             100.0  %               61,065            547,135
Invested assets of other entities and operations(3)                      6,485                                         0              6,485
Total investments                                                  $   492,555                            $       61,065          $ 553,620


__________
(1)Excludes "Assets held-for-sale" of $40,669 million as of December 31, 2021.
See Note 1 to the Consolidated Financial Statements for additional information
on the pending dispositions.
(2)Other invested assets consist of investments in LPs/LLCs, investment real
estate held through direct ownership, derivative instruments and other
miscellaneous investments. For additional information regarding these
investments, see "-Other Invested Assets" below.
(3)Includes invested assets of our investment management and derivative
operations. Excludes assets of our investment management operations that are
managed for third-parties and those assets classified as "Separate account
assets" on our balance sheet. For additional information regarding these
investments, see "-Invested Assets of Other Entities and Operations" below.

The decrease in general account investments attributable to PFI excluding the
Closed Block division in 2021 was primarily due to an increase in U.S. interest
rates and the translation impact of the U.S. dollar strengthening against the
yen,
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partially offset by the reinvestment of net investment income and net business
inflows. Also contributing to the decrease are balances that were reclassified
to "Assets held-for-sale". For information regarding the methodology used in
determining the fair value of our fixed maturities, see Note 6 to the
Consolidated Financial Statements.

As of December 31, 2021 and 2020, 48% and 43%, respectively, of our general
account investments attributable to PFI excluding the Closed Block division
related to our Japanese insurance operations. The following table sets forth the
composition of the investments of our Japanese insurance operations' general
account, as of the dates indicated:

                                                                                         December 31,
                                                                                   2021                2020
                                                                                         (in millions)
Fixed maturities:
Public, available-for-sale, at fair value                                      $  146,600          $  154,261
Public, held-to-maturity, at amortized cost, net of allowance                          1,413            1,719
Private, available-for-sale, at fair value                                            21,079           21,748
Private, held-to-maturity, at amortized cost, net of allowance                           101              211
Fixed maturities, trading, at fair value                                                 839              550

Assets supporting experience-rated contractholder liabilities, at fair
value

                                                                                  3,328            3,149
Equity securities, at fair value                                                       2,187            2,134

Commercial mortgage and other loans, at book value, net of allowance

           19,969           19,915
Policy loans, at outstanding balance                                                   2,726            3,078
Other invested assets(1)                                                               4,203            3,045
Short-term investments, net of allowance                                                 692              438
Total Japanese general account investments                                  

$ 203,137 $ 210,248

__________

(1)Other invested assets consist of investments in LPs/LLCs, investment real
estate held through direct ownership, derivative instruments and other
miscellaneous investments.


The decrease in general account investments related to our Japanese insurance
operations in 2021 was primarily attributable to an increase in U.S. interest
rates and the translation impact of the U.S. dollar strengthening against the
yen, partially offset by portfolio growth as a result of net business inflows
and the reinvestment of net investment income.

As of December 31, 2021, our Japanese insurance operations had $92.5 billion, at
carrying value, of investments denominated in U.S. dollars, including $2.1
billion that were hedged to yen through third-party derivative contracts and
$80.2 billion that support liabilities denominated in U.S. dollars, with the
remainder constituting part of the hedging of foreign currency exchange rate
exposure to U.S. dollar-equivalent equity. As of December 31, 2020, our Japanese
insurance operations had $89.2 billion, at carrying value, of investments
denominated in U.S. dollars, including $1.8 billion that were hedged to yen
through third-party derivative contracts and $74.8 billion that support
liabilities denominated in U.S. dollars, with the remainder constituting part of
the hedging of foreign currency exchange rate exposure of U.S. dollar-equivalent
equity. The $3.3 billion increase in the carrying value of U.S.
dollar-denominated investments from December 31, 2020 was primarily attributable
to the reinvestment of net investment income and portfolio growth as a result of
net business inflows, partially offset by an increase in U.S. interest rates.

Our Japanese insurance operations had $8.0 billion and $10.2 billion, at
carrying value, of investments denominated in Australian dollars that support
liabilities denominated in Australian dollars as of December 31, 2021 and 2020,
respectively. The $2.2 billion decrease in the carrying value of Australian
dollar-denominated investments from December 31, 2020 was primarily attributable
to run-off of the portfolio and an increase in Australian government bond rates.
For additional information regarding U.S. and Australian dollar investments held
in our Japanese insurance operations and a discussion of our yen hedging
strategy, see "Results of Operations by Segment-Impact of Foreign Currency
Exchange Rates" above.

Investment Results

The following tables set forth the investment results of our general account
apportioned between PFI excluding the Closed Block division, and the Closed
Block division, for the periods indicated. The yields are based on net
investment income as

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reported under U.S. GAAP and as such do not include certain interest-related
items, such as settlements of duration management swaps which are included in
"Realized investment gains (losses), net."
                                                                                              Year Ended December 31, 2021
                                      PFI Excluding Closed Block
                                         Division and Japanese                                                      PFI Excluding Closed Block          Closed Block
                                             Operations(6)                  Japanese Insurance Operations                  Division(6)                    Division          Total(5)
                                      Yield(1)             Amount             Yield(1)            Amount            Yield(1)            Amount             Amount            Amount
                                                                                                     ($ in millions)
Fixed maturities(2)                        4.68  %       $  7,084                 2.72  %       $ 3,921                 3.72  %       $ 11,005          $   1,461          $ 12,466
Assets supporting experience-rated
contractholder liabilities                 3.48               561                 0.93               30                 3.05               591                  0               591
Equity securities                          1.44                42                 3.52               76                 2.32               118                 44               162
Commercial mortgage and other
loans                                      4.16             1,401                 3.92              768                 4.07             2,169                367             2,536
Policy loans                               5.09               196                 4.05              114                 4.65               310                222               532
Short-term investments and cash
equivalents                                0.48                55                 0.48                4                 0.48                59                  3                62
Gross investment income                    4.26             9,339                 2.85            4,913                 3.63            14,252              2,097            16,349
Investment expenses                       (0.14)             (254)               (0.14)            (241)               (0.14)             (495)              (124)             (619)
Investment income after investment
expenses                                   4.12  %          9,085                 2.71  %         4,672                 3.49  %         13,757              1,973            15,730
Other invested assets(3)                                    1,413                                   457                                  1,870                527             2,397
Investment results of other
entities and operations(4)                                    160                                     0                                    160                  0               160
Total investment income                                  $ 10,658                               $ 5,129                               $ 15,787          $   2,500          $ 18,287


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                                                                                              Year Ended December 31, 2020
                                     PFI Excluding Closed Block
                                        Division and Japanese                                                     PFI Excluding Closed Block           Closed Block
                                             Operations                   Japanese Insurance Operations                    Division                      Division          Total(5)
                                     Yield(1)            Amount             Yield(1)            Amount            Yield(1)             Amount             Amount            Amount
                                                                                                    ($ in millions)
Fixed maturities(2)                      4.59  %       $  7,416                 2.78  %       $ 3,875                  3.75  %       $ 11,291          $   1,566          $ 12,857
Assets supporting experience-rated
contractholder liabilities               3.22               637                 1.88               52                  3.06               689                  0               689
Equity securities                        2.01                48                 3.62               72                  2.74               120                 42               162
Commercial mortgage and other
loans                                    3.95             1,377                 2.89              731                  3.91             2,108                358             2,466
Policy loans                             5.31               238                 3.23               98                  4.47               336                247               583
Short-term investments and cash
equivalents                              0.83               171                 0.86               14                  0.83               185                  6               191
Gross investment income                  4.06             9,887                 2.89            4,842                  3.58            14,729              2,219            16,948
Investment expenses                     (0.12)             (272)               (0.14)            (245)                (0.13)             (517)              (136)             (653)
Investment income after investment
expenses                                 3.94  %          9,615                 2.75  %         4,597                  3.45  %         14,212              2,083            16,295
Other invested assets(3)                                    413                                   245                                     658                157               815
Investment results of other
entities and operations(4)                                  300                                     0                                     300                  0               300
Total investment income                                $ 10,328                               $ 4,842                                $ 15,170          $   2,240          $ 17,410



                                                                                              Year Ended December 31, 2019
                                     PFI Excluding Closed Block
                                        Division and Japanese                                                     PFI Excluding Closed Block           Closed Block
                                             Operations                   Japanese Insurance Operations                    Division                      Division          Total(5)
                                     Yield(1)            Amount             Yield(1)            Amount            Yield(1)             Amount             Amount            Amount
                                                                                                    ($ in millions)
Fixed maturities(2)                      4.71  %       $  7,567                 2.87  %       $ 3,842                  3.87  %       $ 11,409          $   1,713          $ 13,122
Assets supporting experience-rated
contractholder liabilities               3.61               678                 1.99               52                  3.42               730                  0               730
Equity securities                        2.30                49                 3.27               66                  2.77               115                 45               160
Commercial mortgage and other
loans                                    4.21             1,406                 4.29              767                  4.24             2,173                388             2,561
Policy loans                             5.36               256                 3.92              107                  4.84               363                255               618
Short-term investments and cash
equivalents                              2.58               373                 3.40               27                  2.62               400                 32               432
Gross investment income                  4.41            10,329                 3.04            4,861                  3.86            15,190              2,433            17,623
Investment expenses                     (0.13)             (400)               (0.14)            (280)                (0.13)             (680)              (209)             (889)
Investment income after investment
expenses                                 4.28  %          9,929                 2.90  %         4,581                  3.73  %         14,510              2,224            16,734
Other invested assets(3)                                    378                                   184                                     562                 99               661
Investment results of other
entities and operations(4)                                  190                                     0                                     190                  0               190
Total investment income                                $ 10,497                               $ 4,765                                $ 15,262          $   2,323          $ 17,585


__________
(1)The denominator in the yield percentage is based on quarterly average
carrying values for all asset types except for fixed maturities which are based
on amortized cost (2019) and amortized cost, net of allowance (2020 and 2021).
Amounts for fixed maturities, short-term investments and cash equivalents are
also netted for securities lending activity (i.e., income netted for rebate
expenses and asset values netted for securities lending liabilities). A yield is
not presented for other invested assets as it is not considered a meaningful
measure of investment performance. Yields exclude investment income and assets
related to other invested assets.
(2)Includes fixed maturity securities classified as available-for-sale and
held-to-maturity and excludes fixed maturity securities classified as trading,
which are included in other invested assets.
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(3)Other invested assets consist of investments in LPs/LLCs, investment real
estate held through direct ownership, derivative instruments, fixed maturities
classified as trading and other miscellaneous investments.
(4)Includes net investment income of our investment management operations.
(5)The total yield was 3.57%, 3.54% and 3.81% for the years ended December 31,
2021, 2020 and 2019, respectively.
(6)The denominator in the yield percentage includes "Assets held-for-sale". See
Note 1 to the Consolidated Financial Statements for additional information on
the pending dispositions.

The increase in investment income after investment expenses yield attributable
to our general account investments, excluding both the Closed Block division and
the Japanese insurance operations' portfolio, for 2021 compared to 2020 was
primarily the result of the absence of lower yielding fixed income securities
previously held within businesses divested over the last twelve months.

The decrease in investment income after investment expenses yield attributable
to the Japanese insurance operations' portfolio for 2021 compared to 2020 was
primarily the result of lower fixed income reinvestment rates.

Both the U.S. dollar-denominated and Australian dollar-denominated fixed
maturities that are not hedged to yen through third-party derivative contracts
provide a yield that is substantially higher than the yield on comparable
yen-denominated fixed maturities. The average amortized cost of U.S.
dollar-denominated fixed maturities that are not hedged to yen through
third-party derivative contracts was approximately $60.5 billion and $54.2
billion, for the years ended December 31, 2021 and 2020, respectively. The
majority of U.S. dollar-denominated fixed maturities support liabilities that
are denominated in U.S. dollars. The average amortized cost of Australian
dollar-denominated fixed maturities that are not hedged to yen through
third-party derivative contracts was approximately $7.9 billion and $8.2
billion, for the years ended December 31, 2021 and 2020, respectively. The
majority of Australian dollar-denominated fixed maturities support liabilities
that are denominated in Australian dollars. For additional information regarding
U.S. and Australian dollar investments held in our Japanese insurance
operations, see "-Results of Operations by Segment-Impact of Foreign Currency
Exchange Rates" above.

Realized Investment Gains and Losses


The following table sets forth "Realized investment gains (losses), net" of our
general account apportioned between PFI excluding Closed Block division, and the
Closed Block division, by investment type as well as "Related adjustments" and
"Charges related to realized investment gains (losses), net" for the periods
indicated:

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                                                                              Years Ended December 31,
                                                                    2021                 2020                 2019
                                                                                    (in millions)
PFI excluding Closed Block Division:
Realized investment gains (losses), net:

(Addition to) release of allowance for credit losses on
fixed maturities(5)

                                           $        16            $     (105)                  $ N/A
Write-downs on fixed maturities(1)                                     (1)                 (220)                (232)
Net gains (losses) on sales and maturities                          1,445                   777                  867
Fixed maturity securities(2)                                        1,460                   452                  635

(Addition to) release of allowance for credit losses on
loans

                                                                  87                     0                    4
Net gains (losses) on sales and maturities                              1                    10                  (10)
Commercial mortgage and other loans                                    88                    10                   (6)
Derivatives                                                         1,463                (4,571)              (1,623)

OTTI losses on other invested assets recognized in
earnings

                                                              (52)                  (33)                 (18)
(Addition to) release of allowance for credit losses on
other invested assets(5)                                                0                    (1)                    N/A
Other net gains (losses)                                              162                    17                   70
Other                                                                 110                   (17)                  52
Subtotal                                                            3,121                (4,126)                (942)
Investment results of other entities and operations(3)                 96                    57                  (38)
Total - PFI excluding Closed Block Division                         3,217                (4,069)                (980)
Related adjustments(4)                                             (1,270)                  (71)                 104

Realized investment gains (losses), net, and related
adjustments

                                                         1,947                (4,140)                (876)

Charges related to realized investment gains (losses),
net(4)

                                                               (320)                 (160)                (123)

Realized investment gains (losses), net, and charges
related to realized investment gains (losses), net and
adjustments

                                                   $     1,627            $   (4,300)         $      (999)
Closed Block Division:
Realized investment gains (losses), net:

(Addition to) release of allowance for credit losses on
fixed maturities(5)

                                           $         8            $      (27)         $ N/A
Write-downs on fixed maturities(1)                                      0                   (84)                 (83)
Net gains (losses) on sales and maturities                            466                   388                  417
Fixed maturity securities(2)                                          474                   277                  334

(Addition to) release of allowance for credit losses on
loans

                                                                  11                     3                    3
Net gains (losses) on sales and maturities                              0                    (3)                   0
Commercial mortgage and other loans                                    11                     0                    3
Derivatives                                                           318                   (87)                 193

OTTI losses on other invested assets recognized in
earnings

                                                                0                     0                    0
(Addition to) release of allowance for credit losses on
other invested assets(5)                                                0                     0                     N/A
Other net gains (losses)                                                4                    (8)                  (9)
Other                                                                   4                    (8)                  (9)
Subtotal - Closed Block Division                                      807                   182                  521
Consolidated PFI realized investment gains (losses),
net                                                           $     4,024            $   (3,887)         $      (459)


__________
(1)Amounts represent write-downs of credit adverse securities and securities
actively marketed for sale. In addition, for the years ended December 31, 2020
and 2019, amounts also include write-downs on securities approaching maturities
related to foreign exchange movements.
(2)Includes fixed maturity securities classified as available-for-sale and
held-to-maturity and excludes fixed maturity securities classified as trading.
(3)Includes "realized investment gains (losses), net" of our investment
management operations.
(4)Prior period amounts have been updated to conform to current period
presentation.
(5)Prior to January 1, 2020, write-offs of credit adverse securities were
reported as OTTI.
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2021 to 2020 Annual Comparison


Net gains on sales and maturities of fixed maturity securities were $1,445
million for the year ended December 31, 2021 primarily driven by sales of U.S.
treasuries acquired in a higher interest-rate environment within our domestic
segments and the impact of foreign currency exchange rate movements on U.S. and
Australian dollar-denominated securities that matured or were sold within our
International Businesses segment. Net gains on sales and maturities of fixed
maturity securities were $777 million for the year ended December 31, 2020
primarily driven by the impact of foreign currency exchange rate movements of
U.S. and Australian dollar-denominated securities that matured or were sold
within our International Businesses segment and other sales of fixed maturity
securities within our domestic segments driven by interest rate declines during
the investment holding period.

Net realized gains on derivative instruments of $1,463 million, for the year
ended December 31, 2021, primarily included:

•$2,471 million of gains on product-related embedded derivatives and related
hedge positions associated with certain variable annuity contracts; and
•$371 million of gains on foreign currency hedges due to U.S. dollar
appreciation versus the Euro.

Partially offsetting these gains were:


•$1,248 million of losses on capital hedges due to increases in equity indices;
and
•$318 million of losses on interest rate derivatives due to increases in swap
and U.S. Treasury rates.

Net realized losses on derivative instruments of $4,571 million, for the year
ended December 31, 2020, primarily included:

•$3,957 million of losses on product-related embedded derivatives and related
hedge positions associated with certain variable annuity contracts; and
•$2,362 million of losses on capital hedges due to increases in equity indices.

Partially offsetting these losses were:


•$1,483 million of gains on interest rate derivatives due to decreases in swap
and U.S. Treasury rates;
•$139 million of gains for fees earned on fee-based synthetic GICs; and
•$61 million of gains on foreign currency hedges due to Japanese yen
strengthening against the U.S. dollar.

For a discussion of living benefit guarantees and related hedge positions in our
Individual Annuities segment, see "-Results of Operations by Segment-U.S.
Businesses-Individual Annuities" above.


Included in the table above are "Related adjustments," which include the
portions of "Realized investment gains (losses), net" that are either (1)
included in adjusted operating income or (2) included in other reconciling line
items to adjusted operating income, such as "Market experience updates" and
"Divested and Run-off Businesses." "Related adjustments" also includes the
portions of "Other income (loss)" and "Net investment income" that are excluded
from adjusted operating income. These adjustments are made to arrive at
"Realized investment gains (losses), net, and related adjustments" which is
excluded from adjusted operating income. See Note 22 for additional details on
adjusted operating income and its reconciliation to "Income (loss) before income
taxes and equity in earnings of operating joint ventures." Results for the years
ended December 31, 2021 and 2020 reflect net related adjustments of $(1,270)
million and $(71) million, respectively. Both periods include changes in the
fair value of equity securities and fixed income securities that are designated
as trading, as well as settlements and changes in the value of derivatives.
Additionally, the results for 2020 included the impact of foreign currency
exchange rate movements on certain non-local currency denominated assets and
liabilities, for which the majority of the foreign currency exposure is hedged
and offset in "Realized investment gains (losses), net."

Also included in the table above are "Charges related to realized investment
gains (losses), net," which are excluded from adjusted operating income and
which may be reflected as either a net charge or net benefit. Results for the
years ended December 31, 2021 and 2020 reflect net charges of $320 million and
$160 million, respectively, and were primarily driven by the impact of
derivative activity on the amortization of DAC and other costs, and certain
policyholder reserves.

Credit Losses

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The level of credit losses generally reflects current and expected economic
conditions and is expected to increase when economic conditions worsen and to
decrease when economic conditions improve. Historically, the causes of credit
losses have been specific to each individual issuer and have not directly
resulted in credit losses to other securities within the same industry or
geographic region. We may also realize additional credit and interest
rate-related losses through sales of investments pursuant to our credit risk and
portfolio management objectives.

We maintain separate monitoring processes for public and private fixed
maturities and create watch lists to highlight securities that require special
scrutiny and management. For private placements, our credit and portfolio
management processes help ensure prudent controls over valuation and management.
We have separate pricing and authorization processes to establish "checks and
balances" for new investments. We apply consistent standards of credit analysis
and due diligence for all transactions, whether they originate through our own
in-house staff or through agents. Our regional offices closely monitor the
portfolios in their regions. We set all valuation standards centrally, and we
assess the fair value of all investments quarterly. Our public and private fixed
maturity investment managers formally review all public and private fixed
maturity holdings on a quarterly basis and more frequently when necessary to
identify potential credit deterioration whether due to ratings downgrades,
unexpected price variances and/or company or industry-specific concerns.

For LPs/LLCs accounted for using the equity method and for wholly-owned
investment real estate, the carrying value of these investments is written down
or impaired to fair value when a decline in value is considered to be
other-than-temporary. For additional information regarding our OTTI policies,
See Note 2 to the Consolidated Financial Statements.

COVID-19


We believe our investment portfolio has been diligently constructed with a
strong focus on ALM discipline, risk management, and capital preservation.
Throughout the COVID-19 pandemic, our portfolio has remained resilient,
bolstered by our portfolio construction, investment strategy and our experience
in managing highly specialized asset classes throughout credit cycles. The
economy continues to recover and remains on a path to re-opening. Credit
migration and defaults were low in 2021 and are expected to remain limited in
2022. The sectors most impacted from COVID-19 have started to recover but could
be influenced by periods of volatility due to variants emerging. We continue to
monitor our portfolio for potential credit issues and opportunities as part of
our overall portfolio and risk management process.

General Account Investments of PFI excluding Closed Block Division


In the following sections, we provide details about our investment portfolio,
excluding investments held in the Closed Block division. We believe the details
of the composition of our investment portfolio excluding the Closed Block
division are most relevant to an understanding of our operations that are
pertinent to investors in Prudential Financial because substantially all Closed
Block division assets support obligations and liabilities relating to the Closed
Block policies only. See Note 15 to the Consolidated Financial Statements for
further information on the Closed Block.

Fixed Maturity Securities


In the following sections, we provide details about our fixed maturity
securities portfolio, which excludes fixed maturity securities classified as
assets supporting experienced-rated contractholder liabilities and classified as
trading.

Fixed Maturity Securities by Contractual Maturity Date

The following table sets forth the breakdown of the amortized cost of our fixed
maturity securities portfolio by contractual maturity, as of the date indicated:

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                                                     December 31, 2021
                                                 Amortized
                                                    Cost            % of Total
                                                      ($ in millions)
Corporate & government securities:
Maturing in 2022                             $          7,232            2.4  %
Maturing in 2023                                        9,578            3.2
Maturing in 2024                                       11,175            3.7
Maturing in 2025                                       10,981            3.7
Maturing in 2026                                       12,508            4.2
Maturing in 2027                                       13,782            4.6
Maturing in 2028                                       11,923            4.0
Maturing in 2029                                       12,873            4.3
Maturing in 2030                                       10,695            3.6
Maturing in 2031                                       12,923            4.3
Maturing in 2032                                        7,505            2.5
Maturing in 2033 and beyond                           158,530           52.9
Total corporate & government securities               279,705           

93.4

Asset-backed securities                                 8,678            

2.9

Commercial mortgage-backed securities                   8,434            

2.8

Residential mortgage-backed securities                  2,642            0.9
Total fixed maturities(1)                    $        299,459          100.0  %


__________
(1) Excludes "Assets held-for-sale" with amortized cost of $13,145 million. See
Note 1 to the Consolidated Financial Statements for additional information on
the pending dispositions.

Fixed Maturity Securities by Industry


The following table sets forth the composition of the portion of our fixed
maturity, available-for-sale portfolio by industry category attributable to PFI
excluding the Closed Block division and the associated gross unrealized gains
and losses, as well as the allowance for credit losses ("ACL"), as of the dates
indicated:
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                                                                          December 31, 2021                                                                              December 31, 2020
                                                              Gross                Gross                                                                     Gross                Gross
                                        Amortized           Unrealized           Unrealized                            Fair            Amortized           Unrealized          Unrealized                            Fair
             Industry(1)                   Cost               Gains                Losses             ACL             Value               Cost               Gains               Losses             ACL             Value
                                                                                                                           (in millions)
Corporate securities:
Finance                                $  37,669          $     3,362       

$ 175 $ 1 $ 40,855 $ 37,577

$ 5,240 $ 70 $ 0 $ 42,747
Consumer non-cyclical

                     30,345                3,675                  182              0             33,838             28,891                5,085                  52              0             33,924
Utility                                   23,617                3,076                  114             21             26,558             24,235                4,504                  60             11             28,668
Capital goods                             14,556                1,352                   85              9             15,814             13,711                1,947                  49              2             15,607
Consumer cyclical                         10,504                1,049                   52              0             11,501             11,196                1,536                  52             13             12,667
Foreign agencies                           5,204                  603                   21              0              5,786              5,323                  903                  11              0              6,215
Energy                                    11,487                1,336                   60              0             12,763             12,257                1,583                 118             58             13,664
Communications                             6,524                1,041                   53             39              7,473              6,013                1,343                  35             22              7,299
Basic industry                             6,385                  662                   41              1              7,005              5,895                  914                  17              0              6,792
Transportation                             9,532                  997                   69             19             10,441             10,067                1,568                  40              0             11,595
Technology                                 4,723                  274                   41              3              4,953              3,717                  381                  14              0              4,084
Industrial other                           4,340                  540                   35              0              4,845              4,485                  778                  21              0              5,242
Total corporate securities               164,886               17,967                  928             93            181,832            163,367               25,782                 539            106            188,504
Foreign government(2)                     82,752               11,741                  521              1             93,971             93,521               16,229                 236              0            109,514
Residential mortgage-backed(3)             2,451                  117                   13              0              2,555              2,572                  198                   0              0              2,770
Asset-backed                               8,678                  114                   10              0              8,782             11,584                  137                  67              0             11,654
Commercial mortgage-backed                 8,434                  459                   15              0              8,878             10,296                  883                   8              0             11,171
U.S. Government                           20,747                5,133                   21              0             25,859             25,959                8,348                  15              0             34,292
State & Municipal                          9,992                1,667                    8              0             11,651             10,142                1,991                   1              0             12,132
Total fixed maturities,
available-for-sale(4)                  $ 297,940          $    37,198          $     1,516          $  94          $ 333,528          $ 317,441          $    53,568          $      866          $ 106          $ 370,037


__________
(1)Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications by
industry for all other holdings.
(2)As of December 31, 2021 and 2020, based on amortized cost, 89% and 86%,
respectively, represent Japanese government bonds held by our Japanese insurance
operations with no other individual country representing more than 4% of the
balance, respectively.
(3)As of both December 31, 2021 and 2020, based on amortized cost, 97% were
rated A or higher.
(4)Excluded from the table above are securities held outside the general account
in other entities and operations. For additional information regarding
investments held outside the general account, see "-Invested Assets of Other
Entities and Operations" below. Also excludes "Assets held-for-sale" of
$13,569 million (amortized cost of $13,145 million) as of December 31, 2021.
Unrealized gains of $572 million, unrealized losses of $147 million and the
allowance for credit losses of $1 million related to these held for sale assets
are also excluded from the presentation. See Note 1 to the Consolidated
Financial Statements for additional information on the pending dispositions.

The decrease in net unrealized gains from December 31, 2020 to December 31, 2021
was primarily due to an increase in U.S. interest rates.


The following table sets forth the composition of the portion of our fixed
maturity, held-to-maturity portfolio by industry category attributable to PFI
excluding the Closed Block division and the associated gross unrealized gains
and losses, as well as the allowance for credit losses, as of the dates
indicated:

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                                                                      December 31, 2021                                                                             December 31, 2020
                                                           Gross               Gross                                                                     Gross               Gross
                                     Amortized          Unrealized           Unrealized            Fair                            Amortized          Unrealized           Unrealized            Fair
           Industry(1)                 Cost                Gains               Losses             Value             ACL              Cost                Gains               Losses             Value             ACL
                                                                                                               (in millions)
Corporate securities:
Finance                            $      486          $       49          $         0          $   535          $    5          $      651          $       67          $         0          $   718          $    9

Basic industry                              9                   0                    0                9               0                  87                   2                    0               89               0

Total corporate securities                495                  49                    0              544               5                 738                  69                    0              807               9
Foreign government(2)                     833                 221                    0            1,054               0                 935                 270                    0            1,205               0
Residential mortgage-backed(3)            191                  14                    0              205               0                 266                  20                    0              286               0

Total fixed maturities,
held-to-maturity                   $    1,519          $      284          $         0          $ 1,803          $    5          $    1,939          $      359          $         0          $ 2,298          $    9


__________
(1)Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications by
industry for all other holdings.
(2)As of December 31, 2021 and 2020, based on amortized cost, 97% and 98%,
respectively, represent Japanese government bonds held by our Japanese insurance
operations.
(3)As of both December 31, 2021 and 2020, based on amortized cost, all were
rated A or higher.

Fixed Maturity Securities Credit Quality


The Securities Valuation Office ("SVO") of the National Association of Insurance
Commissioners ("NAIC") evaluates the investments of insurers for statutory
reporting purposes and assigns fixed maturity securities to one of six
categories called "NAIC Designations." In general, NAIC Designations of "1"
highest quality, or "2" high quality, include fixed maturities considered
investment grade, which include securities rated Baa3 or higher by Moody's
Investor Service, Inc. ("Moody's") or BBB- or higher by Standard & Poor's Rating
Services ("S&P"). NAIC Designations of "3" through "6" generally include fixed
maturities referred to as below investment grade, which include securities rated
Ba1 or lower by Moody's and BB+ or lower by S&P. The NAIC Designations for
commercial mortgage-backed securities and non-agency residential mortgage-backed
securities, including our asset-backed securities collateralized by sub-prime
mortgages, are based on security level expected losses as modeled by an
independent third-party (engaged by the NAIC) and the statutory carrying value
of the security, including any purchase discounts or impairment charges
previously recognized.
As a result of time lags between the funding of investments, the finalization of
legal documents, and the completion of the SVO filing process, the fixed
maturity portfolio includes certain securities that have not yet been designated
by the SVO as of each balance sheet date. Pending receipt of SVO designations,
the categorization of these securities by NAIC Designation is based on the
expected ratings indicated by internal analysis.
Investments of our international insurance companies are not subject to NAIC
guidelines. Investments of our Japanese insurance operations are regulated
locally by the Financial Services Agency ("FSA"), an agency of the Japanese
government. The FSA has its own investment quality criteria and risk control
standards. Our Japanese insurance companies comply with the FSA's credit quality
review and risk monitoring guidelines. The credit quality ratings of the
investments of our Japanese insurance companies are based on ratings assigned by
nationally recognized credit rating agencies, including Moody's and S&P, or
rating equivalents based on ratings assigned by Japanese credit ratings
agencies.
The following table sets forth our fixed maturity, available-for-sale portfolio
by NAIC Designation or equivalent rating attributable to PFI excluding the
Closed Block division, as of the dates indicated:

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                                                                       December 31, 2021                                                                              December 31, 2020
                                                           Gross                Gross                                                                     Gross                Gross
                                     Amortized           Unrealized           Unrealized                            Fair            Amortized           Unrealized          Unrealized                            Fair
     NAIC Designation(1)(2)             Cost               Gains           
  Losses(3)            ACL             Value               Cost               Gains              Losses(3)           ACL             Value
                                                                                                                        (in millions)
               1                    $ 207,926          $    28,904          $       666          $   0          $ 236,164          $ 229,951          $    41,311          $      381          $   0          $ 270,881
               2                       70,437                7,283                  408              0             77,312             68,458               10,683                 180              0             78,961
Subtotal High or Highest Quality
Securities(4)                         278,363               36,187                1,074              0            313,476            298,409               51,994                 561              0            349,842
               3                       12,279                  716                  235              0             12,760             11,913                1,192                  95              0             13,010
               4                        5,475                  194                  140              9              5,520              5,119                  211                 119             23              5,188
               5                        1,389                   68                   47             27              1,383              1,629                  123                  67             16              1,669
               6                          434                   33                   20             58                389                371                   48                  24             67                328
Subtotal Other Securities(5)(6)        19,577                1,011                  442             94             20,052             19,032                1,574                 305            106             20,195
Total fixed maturities,
available-for-sale(7)               $ 297,940          $    37,198          $     1,516          $  94          $ 333,528          $ 317,441          $    53,568          $      866          $ 106          $ 370,037


__________
(1)Reflects equivalent ratings for investments of the international insurance
operations.
(2)Includes, as of December 31, 2021 and 2020, 617 securities with amortized
cost of $4,547 million (fair value, $4,596 million) and 102 securities with
amortized cost of $356 million (fair value, $382 million), respectively, that
have been categorized based on expected NAIC Designations pending receipt of SVO
ratings.
(3)As of December 31, 2021, includes gross unrealized losses of $295 million on
public fixed maturities and $147 million on private fixed maturities considered
to be other than high or highest quality and, as of December 31, 2020, includes
gross unrealized losses of $184 million on public fixed maturities and $121
million on private fixed maturities considered to be other than high or highest
quality.
(4)On an amortized cost basis, as of December 31, 2021, includes $234,323
million of public fixed maturities and $44,040 million of private fixed
maturities and, as of December 31, 2020, includes $253,387 million of public
fixed maturities and $45,022 million of private fixed maturities.
(5)On an amortized cost basis, as of December 31, 2021, includes $9,824 million
of public fixed maturities and $9,753 million of private fixed maturities and,
as of December 31, 2020, includes $9,592 million of public fixed maturities and
$9,440 million of private fixed maturities.
(6)On an amortized cost basis, as of December 31, 2021, securities considered
below investment grade based on low issue composite ratings total $15,843
million, or 5% of the total fixed maturities, and include securities considered
high or highest quality by the NAIC based on the rules described above.
(7)Excludes "Assets held-for-sale" of $13,569 million at fair value as of
December 31, 2021. See Note 1 to the Consolidated Financial Statements for
additional information on the pending dispositions.

The following table sets forth our fixed maturity, held-to-maturity portfolio by
NAIC Designation or equivalent rating attributable to PFI excluding the Closed
Block division, as of the dates indicated:

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                                                                 December 31, 2021                                                                             December 31, 2020
                                                      Gross               Gross                                                                     Gross               Gross
                                Amortized          Unrealized           Unrealized            Fair                            Amortized          Unrealized           Unrealized            Fair
     NAIC Designation(1)          Cost                Gains             Losses(2)            Value             ACL              Cost                Gains             Losses(2)            Value             ACL
                                                                                                          (in millions)
              1               $    1,428          $      276          $         0          $ 1,704          $    3          $    1,839          $      349          $         0          $ 2,188          $    7
              2                       91                   8                    0               99               2                 100                  10                    0              110               2
Subtotal High or Highest
Quality Securities(3)              1,519                 284                    0            1,803               5               1,939                 359                    0            2,298               9
              3                        0                   0                    0                0               0                   0                   0                    0                0               0
              4                        0                   0                    0                0               0                   0                   0                    0                0               0
              5                        0                   0                    0                0               0                   0                   0                    0                0               0
              6                        0                   0                    0                0               0                   0                   0                    0                0               0
Subtotal Other Securities              0                   0                    0                0               0                   0                   0                    0                0               0
Total fixed maturities,
held-to-maturity              $    1,519          $      284          $         0          $ 1,803          $    5          $    1,939          $      359          $         0          $ 2,298          $    9


__________
(1)Reflects equivalent ratings for investments of the international insurance
operations.
(2)As of both December 31, 2021 and 2020, there were no gross unrealized losses
on public fixed maturities and private fixed maturities considered to be other
than high or highest quality.
(3)On an amortized cost basis, as of December 31, 2021, includes $1,418 million
of public fixed maturities and $101 million of private fixed maturities and, as
of December 31, 2020, includes $1,728 million of public fixed maturities and
$211 million of private fixed maturities.

Asset-Backed and Commercial Mortgage-Backed Securities

The following table sets forth the amortized cost and fair value of asset-backed
and commercial mortgage-backed securities within our fixed maturity
available-for-sale portfolio attributable to PFI excluding the Closed Block
division by credit quality, as of the dates indicated:

                                                     December 31, 2021                                                                  December 31, 2020
                                    Asset-Backed                       Commercial Mortgage-Backed                     Asset-Backed                

Commercial Mortgage-Backed

                                   Securities(2)                              Securities(3)                           Securities(2)                           Securities(3)
Low Issue Composite                                                  Amortized                               Amortized                                Amortized
Rating(1)               Amortized Cost           Fair Value             Cost             Fair Value             Cost             Fair Value             Cost              Fair Value
                                                                                                (in millions)
AAA                    $        7,180          $     7,225          $   8,423          $     8,867          $  11,327          $    11,323          $   10,284          $    11,159
AA                              1,395                1,395                  0                    0                139                  144                   1                    2
A                                  12                   12                  2                    2                 16                   17                   2                    2
BBB                                18                   20                  9                    9                 12                   13                   9                    8
BB and below                       73                  130                  0                    0                 90                  157                   0                    0
Total(4)               $        8,678          $     8,782          $   8,434          $     8,878          $  11,584          $    11,654          $   10,296          $    11,171


__________
(1)The table above provides ratings as assigned by nationally recognized rating
agencies as of December 31, 2021, including S&P, Moody's, Fitch Ratings Inc.
("Fitch") and Morningstar, Inc. ("Morningstar"). Low issue composite rating uses
ratings from the major credit rating agencies or if these are not available an
equivalent internal rating. For securities where the ratings assigned are not
equivalent, the second lowest rating is utilized.
(2)Includes collateralized loan obligations ("CLOs"), credit-tranched securities
collateralized by home equity and other asset types.
(3)As of December 31, 2021 and 2020, based on amortized cost, more than 99% and
98%, respectively, were securities with vintages of 2013 or later.
(4)Excludes fixed maturity securities classified as "Assets supporting
experience-rated contractholder liabilities" and "Fixed maturities, trading" as
well as securities held outside the general account in other entities and
operations. Also excludes "Assets held-for-sale" of $1,391 million and
$1,024 million at fair value of asset-backed securities and commercial
mortgage-backed securities, respectively, as of December 31, 2021. See Note 1 to
the Consolidated Financial Statements for additional information on the pending
dispositions.

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Included in "Asset-backed securities" above are investments in CLOs. The
following table sets forth information pertaining to these investments in CLOs
within our fixed maturity available-for-sale portfolio attributable to PFI
excluding the Closed Block division, as of the dates indicated:

                                       December 31, 2021                                December 31, 2020
                                                         Collateralized Loan Obligations
Low Issue Composite
Rating(1)                    Amortized Cost            Fair Value             Amortized Cost            Fair Value
                                                                  (in millions)
AAA                        $         6,361          $        6,388          $         9,554          $        9,506
AA                                   1,295                   1,292                        2                       2
A                                       10                      10                        1                       1
BBB                                     10                      10                        1                       1
BB and below                             8                       8                        1                       1
Total(2)(3)                $         7,684          $        7,708          $         9,559          $        9,511


__________
(1)The table above provides ratings as assigned by nationally recognized rating
agencies as of December 31, 2021, including S&P, Moody's, Fitch and Morningstar.
Low issue composite rating uses ratings from the major credit rating agencies or
if these are not available an equivalent internal rating. For securities where
the ratings assigned are not equivalent, the second lowest rating is utilized.
(2)There was no allowance for credit losses as of both December 31, 2021 and
2020.
(3)Excludes fixed maturity securities classified as "Assets supporting
experience-rated contractholder liabilities" and "Fixed maturities, trading" as
well as securities held outside the general account in other entities and
operations. Also excludes "Assets held-for-sale" of $1,277 million at fair value
as of December 31, 2021. See Note 1 to the Consolidated Financial Statements for
additional information on the pending dispositions.


Assets Supporting Experience-Rated Contractholder Liabilities

For information regarding the composition of "Assets supporting experience-rated
contractholder liabilities," see Note 3 to the Consolidated Financial
Statements.

Commercial Mortgage and Other Loans

Investment Mix


The following table sets forth the composition of our commercial mortgage and
other loans portfolio attributable to PFI excluding the Closed Block division,
as of the dates indicated:

                                                                           December 31, 2021           December 31, 2020
                                                                                           (in millions)
Commercial mortgage and agricultural property loans                      $           48,550          $           55,223
Uncollateralized loans                                                                  561                         655
Residential property loans                                                               67                         101
Other collateralized loans                                                               70                         120
Total recorded investment gross of allowance(1)                                      49,248                      56,099
Allowance for credit losses                                                            (102)                       (207)
Total net commercial mortgage and other loans(2)                         $           49,146          $           55,892


__________

(1)As a percentage of recorded investment gross of allowance, more than 99% of
these assets were current as of December 31, 2021 and 2020, respectively.
(2)Excluded from the table above are commercial mortgage and other loans held
outside the general account in other entities and operations. For additional
information regarding commercial mortgage and other loans held outside the
general account, see "-Invested Assets of Other Entities and Operations" below.
Also excluded are "Assets held-for-sale" of $6,565 million net of allowance for
credit losses of $15 million as of December 31, 2021. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.

We originate commercial mortgage and agricultural property loans using a
dedicated sales and underwriting staff through our various regional offices in
the U.S. and international offices primarily in London and Tokyo. All loans are
underwritten consistently to our standards using a proprietary quality rating
system that has been developed from our industry experience in real estate and
mortgage lending.

Uncollateralized loans primarily represent corporate loans held by the company's
international insurance operations.

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Residential property loans primarily include Japanese recourse loans. To the
extent there is a default on these recourse loans, we can make a claim against
the personal assets of the property owner, in addition to the mortgaged
property. These loans are also backed by third-party guarantors.

Other collateralized loans include consumer loans.

Composition of Commercial Mortgage and Agricultural Property Loans


Our commercial mortgage and agricultural property loan portfolio strategy
emphasizes diversification by property type and geographic location. The
following tables set forth the breakdown of the gross carrying values of
commercial mortgage and agricultural property loans attributable to PFI
excluding the Closed Block division by geographic region and property type, as
of the dates indicated:


                                                                    December 31, 2021                        December 31, 2020
                                                               Gross                                    Gross
                                                              Carrying              % of               Carrying              % of
                                                               Value                Total               Value                Total
                                                                                          ($ in millions)
Commercial mortgage and agricultural property loans
by region:
U.S. Regions(1):
Pacific                                                     $  17,744                  36.5  %       $  19,186                  34.7  %
South Atlantic                                                  7,570                  15.6              8,710                  15.8
Middle Atlantic                                                 5,179                  10.7              6,500                  11.8
East North Central                                              2,490                   5.1              3,018                   5.5
West South Central                                              4,965                  10.2              5,426                   9.8
Mountain                                                        2,203                   4.5              2,239                   4.1
New England                                                     1,409                   2.9              1,664                   3.0
West North Central                                                468                   1.0                531                   0.9
East South Central                                              1,099                   2.3                836                   1.5
Subtotal-U.S.                                                  43,127                  88.8             48,110                  87.1
Europe                                                          3,308                   6.8              4,605                   8.3
Asia                                                              919                   1.9                979                   1.8
Other                                                           1,196                   2.5              1,529                   2.8
Total commercial mortgage and agricultural property
loans(2)                                                    $  48,550                 100.0  %       $  55,223                 100.0  %


__________
(1)Regions as defined by the United States Census Bureau.
(2)Excludes "Assets held-for-sale" of $6,580 million as of December 31, 2021.
See Note 1 to the Consolidated Financial Statements for additional information
on the pending dispositions.

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                                                                              December 31, 2021                        December 31, 2020
                                                                         Gross                                    Gross
                                                                        Carrying              % of               Carrying              % of
                                                                         Value                Total               Value                Total
                                                                                                    ($ in millions)
Commercial mortgage and agricultural property loans by property
type:
Industrial                                                            $  11,773                  24.3  %       $  13,819                  25.0  %
Retail                                                                    5,294                  10.9              5,718                  10.4
Office                                                                    8,454                  17.4             10,719                  19.4
Apartments/Multi-Family                                                  13,734                  28.3             15,316                  27.7
Agricultural properties                                                   4,375                   9.0              3,273                   5.9
Hospitality                                                               1,601                   3.3              2,056                   3.7
Other                                                                     3,319                   6.8              4,322                   7.9

Total commercial mortgage and agricultural property loans(1) $ 48,550

                 100.0  %       $  55,223                 100.0  %


________

(1)Excludes "Assets held-for-sale" of $6,580 million as of December 31, 2021.
See Note 1 to the Consolidated Financial Statements for additional information
on the pending dispositions.

Loan-to-value and debt service coverage ratios are measures commonly used to
assess the quality of commercial mortgage and agricultural property loans. The
loan-to-value ratio compares the amount of the loan to the fair value of the
underlying property collateralizing the loan and is commonly expressed as a
percentage. A loan-to-value ratio less than 100% indicates an excess of
collateral value over the loan amount. Loan-to-value ratios greater than 100%
indicate that the loan amount exceeds the collateral value. The debt service
coverage ratio compares a property's net operating income to its debt service
payments. Debt service coverage ratios less than 1.0 times indicate that
property operations do not generate enough income to cover the loan's current
debt payments. A debt service coverage ratio greater than 1.0 times indicates an
excess of net operating income over the debt service payments.

As of December 31, 2021, our commercial mortgage and agricultural property loans
attributable to PFI excluding the Closed Block division had a weighted-average
debt service coverage ratio of 2.43 times and a weighted-average loan-to-value
ratio of 57%. As of December 31, 2021, 96% of commercial mortgage and
agricultural property loans were fixed rate loans. For those commercial mortgage
and agricultural property loans that were originated in 2021, the
weighted-average debt service coverage ratio was 3.27 times, and the
weighted-average loan-to-value ratio was 61%.

The values utilized in calculating these loan-to-value ratios are developed as
part of our periodic review of the commercial mortgage and agricultural property
loan portfolio, which includes an internal evaluation of the underlying
collateral value. Our periodic review also includes a credit quality re-rating
process, whereby we update the internal quality rating originally assigned at
underwriting based on the proprietary quality rating system mentioned above. As
discussed below, the internal credit quality rating is a key input in
determining our allowance for credit losses.

For loans with collateral under construction, renovation or lease-up, a
stabilized value and projected net operating income are used in the calculation
of the loan-to-value and debt service coverage ratios. Our commercial mortgage
and agricultural property loan portfolio included $2.3 billion and $2.4 billion
of such loans as of December 31, 2021 and 2020, respectively. All else being
equal, these loans are inherently riskier than those collateralized by
properties that have already stabilized. As of December 31, 2021 and 2020, there
were less than $1 million and $1 million, respectively, of allowances related to
these loans. In addition, these unstabilized loans are included in the
calculation of our portfolio reserve, as discussed below.

The following table sets forth the gross carrying value of our commercial
mortgage and agricultural property loans attributable to PFI excluding the
Closed Block division by loan-to-value and debt service coverage ratios, as of
the date indicated:

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                                                                                           December 31, 2021
                                                                        

Debt Service Coverage Ratio

                                                                                                                              Total
                                                                                                                       Commercial Mortgage
                                                                                        1.0x                             and Agricultural
                                                                                         to                                  Property
                                                                  > 1.2x               < 1.2x           < 1.0x                Loans
Loan-to-Value Ratio                                                                          (in millions)
0%-59.99%                                                   $    22,444              $   911          $ 1,264          $          24,619
60%-69.99%                                                       14,035                1,589              595                     16,219
70%-79.99%                                                        6,023                  538              522                      7,083
80% or greater                                                      171                  313              145                        629
Total commercial mortgage and agricultural property
loans(1)                                                    $    42,673              $ 3,351          $ 2,526          $          48,550


__________

(1)Excludes "Assets held-for-sale" of $6,580 million. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.

The following table sets forth the breakdown of our commercial mortgage and
agricultural property loans attributable to PFI excluding the Closed Block
division by year of origination, as of the date indicated:


                                                                                     December 31, 2021
                                                                               Gross
                                                                              Carrying               % of
                                                                               Value                Total
Year of Origination                                                                   ($ in millions)
2021                                                                        $   6,872                   14.2  %
2020                                                                            3,987                    8.2
2019                                                                            7,779                   16.0
2018                                                                            7,434                   15.3
2017                                                                            5,016                   10.3
2016                                                                            4,713                    9.7
2015                                                                            4,180                    8.6
2014 & Prior                                                                    8,533                   17.6
Revolving Loans                                                                    36                    0.1
Total commercial mortgage and agricultural property loans(1)                $  48,550                  100.0  %


__________

(1)Excludes "Assets held-for-sale" of $6,580 million. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.

Commercial Mortgage and Other Loans by Contractual Maturity Date

The following table sets forth the breakdown of our commercial mortgage and
other loans portfolio by contractual maturity, as of the date indicated:

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                                                          December 31, 2021
                                                        Gross
                                                    Carrying Value       % of Total
Vintage                                                    ($ in millions)
Maturing in 2022                                  $          1,676            3.4  %
Maturing in 2023                                             2,512            5.1
Maturing in 2024                                             3,927            8.0
Maturing in 2025                                             6,047           12.2
Maturing in 2026                                             5,644           11.5
Maturing in 2027                                             4,700            9.5
Maturing in 2028                                             5,664           11.5
Maturing in 2029                                             4,693            9.5
Maturing in 2030                                             3,650            7.4
Maturing in 2031                                             2,638            5.4
Maturing in 2032                                             1,368            2.8
Maturing in 2033 and beyond                                  6,729           13.7

Total commercial mortgage and other loans(1) $ 49,248 100.0 %

__________

(1)Excludes "Assets held-for-sale" of $6,580 million. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.

Commercial Mortgage and Other Loans Quality

The commercial mortgage and other loans portfolio is monitored on an ongoing
basis. If certain criteria are met, loans are assigned to either of the
following "watch list" categories:


(1) "Closely Monitored," which includes a variety of considerations, such as
when loan metrics fall below acceptable levels, the borrower is not cooperative
or has requested a material modification, or the portfolio manager has directed
a change in category; or

(2) "Not in Good Standing," which includes loans in default or with a high
probability of loss of principal, such as when the loan is in the process of
foreclosure or the borrower is in bankruptcy.

Our workout and special servicing professionals manage the loans on the watch
list.


The current expected credit loss ("CECL") allowance represents the Company's
best estimate of expected credit losses over the remaining life of the assets.
The determination of the allowance considers historical credit loss experience,
current conditions, and reasonable and supportable forecasts. The allowance is
calculated separately for commercial mortgage loans, agricultural mortgage
loans, uncollateralized loans, other collateralized loans and residential
property loans.

For commercial mortgage and agricultural mortgage loans, the allowance is
calculated using an internally developed CECL model.


Key inputs to the CECL model include unpaid principal balances, internal credit
ratings, annual expected loss factors, average lives of the loans adjusted for
prepayment considerations, current and historical interest rate assumptions and
other factors influencing the Company's view of the current stage of the
economic cycle and future economic conditions. Subjective considerations include
a review of whether historical loss experience is representative of current
market conditions and the Company's view of the credit cycle. Model assumptions
and factors are reviewed and updated as appropriate.

When individual loans no longer have the credit risk characteristics of the
commercial or agricultural mortgage loan pools, they are removed from the pools
and are evaluated individually for an allowance. The allowance is determined
based on the outstanding loan balance less the present value of expected future
cash flows discounted at the loan's effective interest rate or the fair value of
the collateral if the loan is collateral dependent.

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The CECL allowance for other collateralized and uncollateralized loans carried
at amortized cost is determined based on probability of default and loss given
default assumptions by sector, credit quality and average lives of the loans.

The following table sets forth the change in allowance for credit losses for our
commercial mortgage and other loans portfolio, as of the dates indicated:


                                                                            December 31, 2021           December 31, 2020
                                                                                            (in millions)
Allowance, beginning of year                                              $              207          $              102
Cumulative effect of adoption of ASU 2016-13                                               0                         101
Addition to (release of) allowance for credit losses                                     (87)                          1
Reclassified as "Assets held-for-sale"(1)                                                (15)                          0

Other                                                                                     (3)                          3
Allowance, end of period                                                  $              102          $              207


__________

(1) See Note 1 to the Consolidated Financial Statements for additional
information on the pending dispositions.

The allowance for credit losses as of December 31, 2021 decreased compared to
December 31, 2020, primarily reflecting the improving credit environment.

Equity Securities


The equity securities attributable to PFI excluding the Closed Block division
consist principally of investments in Common and Preferred Stock of
publicly-traded companies, as well as mutual fund shares. The following table
sets forth the composition of our equity securities portfolio and the associated
gross unrealized gains and losses, as of the dates indicated:

                                                                     December 31, 2021                                                           December 31, 2020
                                                                Gross                Gross                                                  Gross                Gross
                                                              Unrealized           Unrealized            Fair                             Unrealized           Unrealized            Fair
                                              Cost              Gains                Losses             Value             Cost              Gains                Losses             Value
                                                                                                             (in millions)
Mutual funds(1)                            $ 1,158          $       699          $         0          $ 1,857          $   956          $       404          $         5          $ 1,355
Other Common Stocks(1)                       2,553                1,073                   34            3,592            2,726                1,019                   62            3,683
Non-redeemable Preferred Stocks                 97                   49                    8              138               54                   22                    6               70
Total equity securities, at fair
value(2)                                   $ 3,808          $     1,821          $        42          $ 5,587          $ 3,736          $     1,445          $        73          $ 5,108


__________
(1)Prior period amounts have been updated to conform to current period
presentation.
(2)Amounts presented exclude investments in private equity and hedge funds and
other investments which are reported in "Other invested assets." Excludes
"Assets held-for-sale" of $322 million at fair value as of December 31, 2021.
See Note 1 to the Consolidated Financial Statements for additional information
on the pending dispositions.

The net change in unrealized gains (losses) from equity securities attributable
to PFI excluding Closed Block division, including "Assets held-for Sale" still
held at period end, recorded within "Other income (loss)," was $406 million and
$83 million during the year ended December 31, 2021 and 2020, respectively.

Other Invested Assets

The following table sets forth the composition of "Other invested assets"
attributable to PFI excluding the Closed Block division, as of the dates
indicated:

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                                                                            December 31, 2021           December 31, 2020
                                                                                            (in millions)
LPs/LLCs:
Equity method:
Private equity(1)                                                         $            5,163          $            3,411
Hedge funds                                                                            2,044                       1,770
Real estate-related(1)                                                                 1,487                       1,214
Subtotal equity method                                                                 8,694                       6,395
Fair value:
Private equity                                                                         1,124                       1,063
Hedge funds                                                                            1,078                       1,111
Real estate-related                                                                       34                          41
Subtotal fair value                                                                    2,236                       2,215
Total LPs/LLCs                                                                        10,930                       8,610
Real estate held through direct ownership(2)                                             889                       1,176
Derivative instruments                                                                   337                         199
Other(3)                                                                                 329                         731
Total other invested assets(4)                                            $           12,485          $           10,716


__________

(1)Prior period amounts have been updated to conform to current period
presentation.
(2)As of December 31, 2021 and 2020, real estate held through direct ownership
had mortgage debt of $274 million and $409 million, respectively.
(3)Primarily includes leveraged leases and member and activity stock held in the
Federal Home Loan Banks of New York and Boston. For additional information
regarding our holdings in the Federal Home Loan Banks of New York and Boston,
see Note 17 to the Consolidated Financial Statements.
(4)Excludes "Assets held-for-sale" of $104 million as of December 31, 2021. See
Note 1 to the Consolidated Financial Statements for additional information on
the pending dispositions.

Invested Assets of Other Entities and Operations


"Invested Assets of Other Entities and Operations" presented below includes
investments held outside the general account and primarily represents
investments associated with our investment management operations and derivative
operations. Our derivative operations act on behalf of affiliates primarily to
manage interest rate, foreign currency, credit and equity exposures. Assets
within our investment management operations that are managed for third-parties
and those assets classified as "Separate account assets" on our balance sheet
are not included.

                                                                              December 31, 2021           December 31, 2020
                                                                                              (in millions)
Fixed maturities:
Public, available-for-sale, at fair value(1)                                $              478          $              644

Fixed maturities, trading, at fair value(1)                                                213                         212
Equity securities, at fair value                                                           699                         682
Commercial mortgage and other loans, at book value(2)                                    1,279                       1,112
Other invested assets                                                                    4,990                       3,799
Short-term investments                                                                      35                          36
Total investments                                                           $            7,694          $            6,485


__________
(1)As of December 31, 2021 and 2020, balances include investments in CLOs with
fair value of $329 million and $496 million, respectively.
(2)Book value is generally based on unpaid principal balance, net of any
allowance for credit losses, or at fair value, when the fair value option has
been elected.

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Fixed Maturities, Trading

"Fixed maturities, trading, at fair value" are primarily related to assets
associated with consolidated variable interest entities ("VIEs") for which the
Company is the investment manager. The assets of the consolidated VIEs are
generally offset by liabilities for which the fair value option has been
elected. For further information on these consolidated VIEs, see Note 4 to the
Consolidated Financial Statements.

Commercial Mortgage and Other Loans


Our investment management operations include our commercial mortgage operations,
which provide mortgage origination, investment management and servicing for our
general account, institutional clients, the Federal Housing Administration and
government-sponsored entities such as Fannie Mae and Freddie Mac.

The mortgage loans of our commercial mortgage operations are included in
"Commercial mortgage and other loans." Derivatives and other hedging instruments
related to our commercial mortgage operations are primarily included in "Other
invested assets."

Other Invested Assets

"Other invested assets" primarily include assets of our derivative operations
used to manage interest rate, foreign currency, credit, and equity exposures.


Furthermore, other invested assets include strategic investments made as part of
our investment management operations. We make these strategic investments in
real estate, as well as fixed income, public equity and real estate securities,
including controlling interests. Certain of these investments are made primarily
for purposes of co-investment in our managed funds and structured products.
Other strategic investments are made with the intention to sell or syndicate to
investors, including our general account, or for placement in funds and
structured products that we offer and manage (seed investments). As part of our
investment management operations, we also make loans to our managed funds that
are secured by equity commitments from investors or assets of the funds. "Other
invested assets" also includes certain assets in consolidated investment funds
where the Company is deemed to exercise control over the funds.


                        Liquidity and Capital Resources

Overview

Liquidity refers to the ability to generate sufficient cash resources to meet
the payment obligations of the Company. Capital refers to the long-term
financial resources available to support the operations of our businesses, fund
business growth, and provide a cushion to withstand adverse circumstances. Our
ability to generate and maintain sufficient liquidity and capital depends on the
profitability of our businesses, general economic conditions and our access to
the capital markets and the alternate sources of liquidity and capital described
herein.

Effective and prudent liquidity and capital management is a priority across the
organization. Management monitors the liquidity of Prudential Financial and its
subsidiaries on a daily basis and projects borrowing and capital needs over a
multi-year time horizon. We use a Risk Appetite Framework ("RAF") to ensure that
all risks taken across the Company align with our capacity and willingness to
take those risks. The RAF provides a dynamic assessment of capital and liquidity
stress impacts, including scenarios similar to, and more severe than, those
occurring due to COVID-19, and is intended to ensure that sufficient resources
are available to absorb those impacts. We believe that our capital and liquidity
resources are sufficient to satisfy the capital and liquidity requirements of
Prudential Financial and its subsidiaries.

Our businesses are subject to comprehensive regulation and supervision by
domestic and international regulators. These regulations currently include
requirements (many of which are the subject of ongoing rule-making) relating to
capital and liquidity management. For information on these regulatory
initiatives and their potential impact on us, see "Business-Regulation" and
"Risk Factors."

From the beginning of 2021 through the date of this report, we took the
following significant actions that have impacted, or are expected to impact, our
liquidity and capital positions:

•Through actions in February 2021, May 2021, and July 2021, Prudential
Financial's
Board of Directors (the "Board") authorized the Company to
repurchase at management's discretion up to an aggregate of $2.5 billion of its
outstanding

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Common Stock during the period from January 1, 2021 through December 31, 2021.
We utilized the entirety of this $2.5 billion share repurchase authorization in
2021. In November 2021, the Board authorized the Company to repurchase at
management's discretion up to $1.5 billion of its outstanding Common Stock
during the period from January 1, 2022 through December 31, 2022.
•During 2021, we entered into agreements for a number of business dispositions,
including for the sale of our Full Service Retirement business and a portion of
our in-force traditional variable annuity block of business. For more
information about these transactions, see Note 1 to our Consolidated Financial
Statements contained herein.
•In July 2021, the Company amended and restated its $4.0 billion five-year
credit facility, extending the term of the facility to July 2026. The extension
also includes certain sustainability-linked pricing adjustments, by which the
applicable interest rate margins and commitment fee may be adjusted based on the
Company's ability to meet certain targets.
•In August 2021, we redeemed our $700 million 3.500% medium-term notes due 2021
and $210 million of our $600 million 3.878% medium-term notes due 2028.

Capital

Our capital management framework is primarily based on statutory Risk-Based
Capital ("RBC") and solvency margin measures. Due to our diverse mix of
businesses and applicable regulatory requirements, we apply certain refinements
to the framework that are designed to more appropriately reflect risks
associated with our businesses on a consistent basis across the Company.


We believe Prudential Financial's capitalization and financial profile are
consistent with its ratings targets. Our long-term senior debt rating targets
for Prudential Financial are "A" for S&P, Moody's, and Fitch, and "a" for A.M.
Best Company ("A.M. Best"). Our financial strength rating targets for our life
insurance companies are "AA/Aa/AA" for S&P, Moody's and Fitch, respectively, and
"A+" for A.M. Best. Some entities may currently be rated below these targets,
and not all of our insurance company subsidiaries are rated by each of these
rating agencies. See "-Ratings" below for a description of the potential impacts
of ratings downgrades.

Capital Governance

Our capital management framework is ultimately reviewed and approved by our
Board. The Board has authorized our Chairman and Chief Executive Officer and
Vice Chair to approve certain capital actions on behalf of the Company and to
further delegate authority with respect to capital actions to appropriate
officers, up to specified limits. Any capital commitment that exceeds the
authority granted to senior management must be separately authorized by the
Board.

In addition, our Capital and Finance Committee ("CFC") reviews the use and
allocation of capital above certain threshold amounts to promote the efficient
use of capital, consistent with our strategic objectives, ratings aspirations
and other goals and targets. This management committee provides a
multi-disciplinary due diligence review of specific initiatives or transactions
requiring the use of capital, including mergers and acquisitions. The CFC also
reviews our annual capital plan (and updates to this plan), as well as our
capital, liquidity and financial position, borrowing plans, and related matters
prior to the discussion of these items with the Board.

Capitalization


The primary components of the Company's capitalization consist of equity and
outstanding capital debt, including junior subordinated debt. As shown in the
table below, as of December 31, 2021, the Company had $53.2 billion in capital,
all of which was available to support the aggregate capital requirements of its
businesses and its Corporate and Other operations. Based on our assessment of
these businesses and operations, we believe this level of capital is consistent
with our ratings targets.


                                                               December 31,
                                                            2021          2020
                                                              (in millions)
Equity(1)                                                $ 40,552      $ 36,687
Junior subordinated debt (including hybrid securities)        7,619       7,615
Other capital debt                                            5,073       5,856
Total capital                                            $ 53,244      $ 50,158


__________

(1)Amounts attributable to Prudential Financial, excluding AOCI.

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Insurance Regulatory Capital

We manage PICA, The Prudential Life Insurance Company, Ltd. ("Prudential of
Japan"), Gibraltar Life, and other significant insurance subsidiaries to
regulatory capital levels consistent with our "AA" ratings targets. We utilize
the RBC ratio as a primary measure of the capital adequacy of our domestic
insurance subsidiaries and the solvency margin ratio as a primary measure of the
capital adequacy of our Japanese insurance subsidiaries.

RBC is calculated based on statutory financial statements and risk formulas
consistent with the practices of the NAIC. RBC considers, among other things,
risks related to the type and quality of the invested assets, insurance-related
risks associated with an insurer's products and liabilities, interest rate risks
and general business risks. RBC ratio calculations are intended to assist
insurance regulators in measuring an insurer's solvency and ability to pay
future claims. The reporting of RBC measures is not intended for the purpose of
ranking any insurance company or for use in connection with any marketing,
advertising or promotional activities, but is available to the public.

The table below presents the RBC ratios of our most significant domestic
insurance subsidiaries as of December 31, 2020, the most recent statutory fiscal
year-end for these subsidiaries for which RBC information has been filed.


                                                             Ratio
PICA(1)                                                      394  %

Prudential Annuities Life Assurance Corporation ("PALAC") 465 %
Composite Major U.S. Insurance Subsidiaries(2)

               411  %


__________

(1)Includes Prudential Retirement Insurance and Annuity Company ("PRIAC"), Pruco
Life Insurance Company ("Pruco Life"), Pruco Life Insurance Company of New
Jersey ("PLNJ"), which is a subsidiary of Pruco Life, and Prudential Legacy
Insurance Company of New Jersey ("PLIC").
(2)Includes PICA and its subsidiaries, as noted above, and PALAC. Composite RBC
is not reported to regulators and is based on the summation of total adjusted
capital and risk charges for the included companies as determined under
statutory accounting and RBC guidance to calculate a composite numerator and
denominator, respectively, for purposes of calculating the composite ratio.

Although not yet filed, we expect these RBC ratios as of December 31, 2021 to be
above our "AA" financial strength target levels.


Similar to the RBC ratios that are employed by U.S. insurance regulators,
regulatory authorities in the international jurisdictions in which we operate
generally establish some form of minimum solvency margin requirements for
insurance companies based on local statutory accounting practices. These
solvency margins are a primary measure of the capital adequacy of our
international insurance operations. Maintenance of our solvency margins at
certain levels is also important to our competitive positioning, as in certain
jurisdictions, such as Japan, these solvency margins are required to be
disclosed to the public and therefore impact the public perception of an
insurer's financial strength.

The table below presents the solvency margin ratios of our most significant
international insurance subsidiaries as of September 30, 2021, the most recent
date for which this information is available.


                                        Ratio
Prudential of Japan consolidated(1)     826  %
Gibraltar Life consolidated(2)          937  %


__________

(1)Includes Prudential Trust Co., Ltd., a subsidiary of Prudential of Japan.
(2)Includes Prudential Gibraltar Financial Life Insurance Co., Ltd. ("PGFL"), a
subsidiary of Gibraltar Life.

Although not yet filed, we expect the solvency margin ratio for each of these
subsidiaries to be greater than 700% (3.5 times the regulatory required
minimums) as of December 31, 2021.


All of our domestic and significant international insurance subsidiaries have
capital levels that substantially exceed the minimum level required by
applicable insurance regulations; however, market conditions could negatively
impact the statutory capital of our insurance companies and constrain our
overall capital flexibility. Our regulatory capital levels also may be affected
in the future by changes to the applicable regulations, proposals for which are
currently under consideration by both domestic and international insurance
regulators. For additional information on the calculation of RBC and solvency
margin ratios, as well as regulatory minimums, see Note 19 to the Consolidated
Financial Statements.

Captive Reinsurance Companies

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We use captive reinsurance companies to more effectively manage our reserves and
capital on an economic basis and to enable the aggregation and transfer of
risks. Our captive reinsurance companies assume business from affiliates only.
To support the risks they assume, our captives are capitalized to a level we
believe is consistent with the "AA" financial strength rating targets of our
insurance subsidiaries. All of our captives are subject to internal policies
governing their activities. In the normal course of business, we contribute
capital to the captives to support business growth and other needs. Prudential
Financial has also entered into support agreements with several of the captives
in connection with financing arrangements. For a description of captive
reinsurance company financing activities, see below under "-Financing
Activities-Subsidiary Borrowings-Term and Universal Life Reserve Financing."

Shareholder Distributions

Share Repurchase Program and Shareholder Dividends


Through actions in February 2021, May 2021, and July 2021, Prudential
Financial's Board of Directors authorized the Company to repurchase at
management's discretion up to an aggregate of $2.5 billion of its outstanding
Common Stock during the period from January 1, 2021 through December 31, 2021.
We utilized the entirety of this $2.5 billion share repurchase authorization in
2021. In November 2021, the Board authorized the Company to repurchase, at
management's discretion, up to $1.5 billion of its outstanding Common Stock
during the period from January 1, 2022 through December 31, 2022.

In general, the timing and amount of share repurchases are determined by
management based on market conditions and other considerations, including any
increased capital needs of our businesses due to, among other things, credit
migration and losses in our investment portfolio, changes in regulatory capital
requirements and opportunities for growth and acquisitions. Repurchases may be
executed in the open market, through derivative, accelerated repurchase and
other negotiated transactions and through plans designed to comply with Rule
10b5-1(c) under the Securities Exchange Act of 1934.

The following table sets forth information about declarations of Common Stock
dividends, as well as repurchases of shares of Prudential Financial's Common
Stock, for each of the quarterly periods in 2021 and for the prior four years:


                                  Dividend Amount                  Shares Repurchased
Quarterly period ended:      Per Share        Aggregate          Shares          Total Cost
                                         (in millions, except per share data)
December 31, 2021         $    1.15          $      443                3.4      $      375
September 30, 2021        $    1.15          $      451                8.4      $      875
June 30, 2021             $    1.15          $      460                8.4      $      875
March 31, 2021            $    1.15          $      467                4.3      $      375




                          Dividend Amount                Shares Repurchased
Year ended:          Per Share      Aggregate         Shares         Total Cost
                                (in millions, except per share data)
December 31, 2021   $    4.60      $    1,821             24.5      $     2,500
December 31, 2020   $    4.40      $    1,769              6.7      $       500
December 31, 2019   $    4.00      $    1,644             27.2      $     2,500
December 31, 2018   $    3.60      $    1,525             14.9      $     1,500
December 31, 2017   $    3.00      $    1,300             11.5      $     1,250


In addition, on February 3, 2022, Prudential Financial's Board of Directors
declared a cash dividend of $1.20 per share of Common Stock, payable on March
11, 2022 to shareholders of record as of February 15, 2022.

Liquidity


Liquidity management and stress testing are performed on a legal entity basis as
the ability to transfer funds between subsidiaries is limited due in part to
regulatory restrictions. Liquidity needs are determined through daily and
quarterly cash flow forecasting at the holding company and within our operating
subsidiaries. We seek to maintain a minimum balance of highly liquid assets to
ensure that adequate liquidity is available at Prudential Financial to cover
fixed expenses in the event that we experience reduced cash flows from our
operating subsidiaries at a time when access to capital markets is also not
available.

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We seek to mitigate the risk of having limited or no access to financing due to
stressed market conditions by generally pre-funding debt in advance of maturity.
We mitigate the refinancing risk associated with our debt that is used to fund
operating needs by matching the term of debt with the assets financed. To ensure
adequate liquidity in stress scenarios, stress testing is performed for our
major operating subsidiaries. We seek to further mitigate liquidity risk by
maintaining our access to alternative sources of liquidity, as discussed below.

Liquidity of Prudential Financial


The principal sources of funds available to Prudential Financial, the parent
holding company, are dividends, returns of capital and loans from subsidiaries,
and proceeds from debt issuances and certain stock-based compensation activity.
These sources of funds may be supplemented by Prudential Financial's access to
the capital markets as well as the "-Alternative Sources of Liquidity" described
below.

The primary uses of funds at Prudential Financial include servicing debt, making
capital contributions and loans to subsidiaries, making acquisitions, paying
declared shareholder dividends and repurchasing outstanding shares of Common
Stock executed under authority from the Board.

As of December 31, 2021, Prudential Financial had highly liquid assets with a
carrying value totaling $4,226 million, a decrease of $2,253 million from
December 31, 2020. Highly liquid assets predominantly include cash, short-term
investments, U.S. Treasury securities, obligations of other U.S. government
authorities and agencies, and/or foreign government bonds. We maintain an
intercompany liquidity account that is designed to optimize the use of cash by
facilitating the lending and borrowing of funds between Prudential Financial and
its subsidiaries on a daily basis. Excluding the net borrowings from this
intercompany liquidity account, Prudential Financial had highly liquid assets of
$3,553 million as of December 31, 2021, a decrease of $2,007 million from
December 31, 2020.

The following table sets forth Prudential Financial's principal sources and uses
of highly liquid assets, excluding net borrowings from our intercompany
liquidity account, for the periods indicated:

                                                                                               Year Ended December 31,
                                                                                                2021                    2020
                                                                                                    (in millions)
Highly Liquid Assets, beginning of period                                              $      5,560                  $ 4,061

Dividends and/or returns of capital from subsidiaries(1)                                      3,339                    3,698
Affiliated loans/(borrowings) - (capital activities)(2)                                         406                   (1,017)
Capital contributions to subsidiaries(3)                                                       (197)                    (386)
Total Business Capital Activity                                                               3,548                    2,295

Share repurchases                                                                            (2,500)                    (500)
Common stock dividends(4)                                                                    (1,814)                  (1,766)
Acquisition/Disposition Activity(5)                                                             648                    1,627

Total Share Repurchases, Dividends and Acquisition/Disposition Activity

                  (3,666)                    (639)

Proceeds from the issuance of debt                                                                0                    2,768
Repayments of debt                                                                           (1,308)                  (2,467)
Total Debt Activity                                                                          (1,308)                     301

Proceeds from stock-based compensation and exercise of stock options

                     343                      293

Interest income from subsidiaries on intercompany agreements, net of interest paid

              238                      223
Swap terminations                                                                               (94)                    (190)
Net income tax receipts & payments                                                              330                      482
Interest paid on external debt                                                                 (963)                    (988)
Affiliated (borrowings)/loans - (operating activities)(6)                                      (331)                    (283)
Other, net                                                                                     (104)                       5
Total Other Activity                                                                           (581)                    (458)

Net increase (decrease) in highly liquid assets                                              (2,007)                   1,499

Highly Liquid Assets, end of period                                                    $      3,553                  $ 5,560


__________
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(1)2021 includes $1,184 million from international insurance subsidiaries
(including $994 million in the form of in-kind dividends). 2020 includes $1,905
million from international insurance subsidiaries (including $470 million in the
form of in-kind dividends). See "Item 15-Schedule II-Notes to Condensed
Financial Information of Registrant-Dividends and Returns of Capital" for
dividends and returns of capital by subsidiary.
(2)Represents the investment and deployment of capital to and from our
businesses in the form of loans. 2021 includes net lending of $406 million from
international insurance subsidiaries including $994 million received by PFI in
the form of the extinguishment of debt held by international subsidiaries
(offset by the in-kind dividends referred to in footnote 1 above). 2020 includes
net receipts of $1,017 million from international subsidiaries including $470
million received by PFI in the form of the extinguishment of debt held by
international subsidiaries (offset by the in-kind dividends referred to in
footnote 1 above).
(3)2021 primarily includes capital contributions of $181 million to
international insurance subsidiaries, $9 million to PGIM, and $7 million to
other corporate subsidiaries. 2020 includes capital contributions of $217
million to PGIM, and $170 million to international insurance subsidiaries.
(4)Includes cash payments made on dividends declared in prior periods.
(5)2021 represents the net proceeds from the sales of POT and PGIM's joint
venture in Italy that were distributed to PFI. 2020 represents the net proceeds
from the sale of POK that were distributed to PFI.
(6)Represents loans to and from affiliated subsidiaries to support business
operating needs.

Dividends and Returns of Capital from Subsidiaries

Domestic insurance subsidiaries. During 2021, Prudential Financial received
dividends of $1,100 million from PICA and $453 million from Prudential Annuities
Holding Company, of which $380 million was from PALAC.


International insurance subsidiaries. During 2021, Prudential Financial received
dividends of $1,184 million from its international insurance subsidiaries, which
includes $994 million of in-kind dividends in the form of the extinguishment of
debt held by international insurance subsidiaries. In addition to paying Common
Stock dividends, our international insurance operations may return capital to
Prudential Financial through or facilitated by other means, such as the
repayment of preferred stock obligations held by Prudential Financial or other
affiliates, affiliated lending, affiliated derivatives and reinsurance with
U.S.- and Bermuda-based affiliates.

Other subsidiaries. During 2021, Prudential Financial received dividends and
returns of capital of $540 million from PGIM subsidiaries and dividends of $62
million from other subsidiaries.

Restriction on dividends and returns of capital from subsidiaries. Our insurance
companies are subject to limitations on the payment of dividends and other
transfers of funds to Prudential Financial and other affiliates under applicable
insurance law and regulation. Further, market conditions could negatively impact
capital positions of our insurance companies, which could further restrict their
ability to pay dividends. More generally, the payment of dividends by any of our
subsidiaries is subject to declaration by their Board of Directors and can be
affected by market conditions and other factors.

With respect to our domestic insurance subsidiaries, PICA is permitted to pay
ordinary dividends based on calculations specified under New Jersey insurance
law, subject to prior notification to the New Jersey Department of Banking and
Insurance ("NJDOBI"). Any distributions above this amount in any twelve-month
period are considered to be "extraordinary" dividends, and the approval of the
NJDOBI is required prior to payment. The laws regulating dividends of the states
where our other domestic insurance companies are domiciled are similar, but not
identical, to New Jersey's. Dividends from PRIAC are currently prohibited prior
to the closing of its sale to Great-West under the terms of the sale agreement.

Capital redeployment from our international insurance subsidiaries is subject to
local regulatory requirements in the international jurisdictions in which they
operate. Our most significant international insurance subsidiaries, Prudential
of Japan and Gibraltar Life, are permitted to pay common stock dividends based
on calculations specified by Japanese insurance law, subject to prior
notification to the FSA. Dividends in excess of these amounts and other forms of
capital distribution require the prior approval of the FSA. The regulatory
fiscal year end for both Prudential of Japan and Gibraltar Life is March 31,
2022, after which time the common stock dividend amount permitted to be paid
without prior approval from the FSA can be determined.

The ability of our PGIM subsidiaries and the majority of our other operating
subsidiaries to pay dividends is largely unrestricted from a regulatory
standpoint.

See Note 19 to the Consolidated Financial Statements for information on specific
dividend restrictions.

Liquidity of Insurance Subsidiaries


We manage the liquidity of our insurance operations to ensure stable, reliable
and cost-effective sources of cash flows to meet all of our obligations.
Liquidity within each of our insurance subsidiaries is provided by a variety of
sources, including portfolios of liquid assets. The investment portfolios of our
subsidiaries are integral to the overall liquidity of our insurance operations.
We segment our investment portfolios and employ an asset/liability management
approach specific to the requirements of each of our product lines. This
enhances the discipline applied in managing the liquidity, as well as the
interest rate and credit risk profiles, of each portfolio in a manner consistent
with the unique characteristics of the product liabilities.
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Liquidity is measured against internally-developed benchmarks that take into
account the characteristics of both the asset portfolio and the liabilities that
they support. We consider attributes of the various categories of liquid assets
(for example, type of asset and credit quality) in calculating internal
liquidity measures to evaluate our insurance operations' liquidity under various
stress scenarios, including company-specific and market-wide events. We continue
to believe that cash generated by ongoing operations and the profile of our
assets provide sufficient liquidity under reasonably foreseeable stress
scenarios for each of our insurance subsidiaries.

Cash Flow


The principal sources of liquidity for our insurance subsidiaries are premiums,
investment and fee income, investment maturities, sales of investments, and
sales associated with our insurance and annuity operations, as well as internal
and external borrowings. The principal uses of liquidity include benefits,
claims and dividends paid to policyholders, and payments to policyholders and
contractholders in connection with surrenders, withdrawals and net policy loan
activity. Other uses of liquidity may include commissions, general and
administrative expenses, purchases of investments, the payment of dividends to
the parent holding company, hedging and reinsurance activity and payments in
connection with financing activities.

In each of our major insurance subsidiaries, we believe that the cash flows from
operations are adequate to satisfy current liquidity requirements. The continued
adequacy of this liquidity will depend upon factors such as future securities
market conditions, changes in interest rate levels, policyholder perceptions of
our financial strength, policyholder behavior, catastrophic events and the
relative safety and attractiveness of competing products, each of which could
lead to reduced cash inflows or increased cash outflows. Our insurance
operations' cash flows from investment activities result from repayments of
principal, proceeds from maturities and sales of invested assets and investment
income, net of amounts reinvested. The primary liquidity risks with respect to
these cash flows are the risk of default by debtors or bond insurers, our
counterparties' willingness to extend repurchase and/or securities lending
arrangements, commitments to invest and market volatility. We closely manage
these risks through our credit risk management process and regular monitoring of
our liquidity position.

Domestic insurance operations. In managing the liquidity of our domestic
insurance operations, we consider the risk of policyholder and contractholder
withdrawals of funds earlier than our assumptions when selecting assets to
support these contractual obligations. We use surrender charges and other
contract provisions to mitigate the extent, timing and profitability impact of
withdrawals of funds by customers. The following table sets forth the
liabilities for future policy benefits and policyholders' account balances of
certain of our domestic insurance subsidiaries as of the dates indicated:

                                                                                         December 31,
                                                                                     2021             2020
                                                                                         (in billions)
PICA                                                                              $ 227.1          $ 227.2
PLIC                                                                                 49.6             50.9
Pruco Life                                                                           56.1             56.7
PRIAC                                                                                 0.6             29.0
PALAC                                                                                 0.0             27.7
Other(1)                                                                            (90.0)          (102.9)
Total future policy benefits and policyholders' account balances(2)(3)      

$ 243.4 $ 288.6

__________

(1)Includes the impact of intercompany eliminations.
(2)Amounts are reflected gross of affiliated reinsurance recoverables.
(3)Excludes "Liabilities held-for-sale" of $28.3 billion and $16.3 billion for
PRIAC and PALAC, respectively, as of December 31, 2021. See Note 1 to the
Consolidated Financial Statements for additional information on the pending
dispositions.


The liabilities presented above are primarily supported by invested assets in
our general account. As noted above, when selecting assets to support these
contractual obligations, we consider the risk of policyholder and contractholder
withdrawals of funds earlier than our assumptions. As a result, assets will
include both liquid assets, as discussed below, and other assets that we believe
adequately support our liabilities.

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For PICA and other subsidiaries, the liabilities presented above primarily
include annuity reserves and deposit liabilities and individual life insurance
policy reserves. Individual life insurance policies may impose surrender charges
and policyholders may be subject to a new underwriting process in order to
obtain a new insurance policy. PICA's reserves for group annuity contracts
primarily relate to pension risk transfer contracts, which are generally not
subject to early withdrawal. For our individual annuity contracts, to encourage
persistency, most of our variable and fixed annuities have surrender or
withdrawal charges for a specified number of years. In addition, certain fixed
annuities impose a market value adjustment if the invested amount is not held to
maturity. The living benefit features of our variable annuities also encourage
persistency because the potential value of the living benefit is fully realized
only if the contract persists.

Gross account withdrawals for our domestic insurance operations' products in
2021 were generally consistent with our assumptions in asset/liability
management, and the associated cash outflows did not have a material adverse
impact on our overall liquidity.

International insurance operations. As with our domestic operations, in managing
the liquidity of our international insurance operations, we consider the risk of
policyholder and contractholder withdrawals of funds earlier than our
assumptions in selecting assets to support these contractual obligations. The
following table sets forth the liabilities for future policy benefits and
policyholders' account balances of certain of our international insurance
subsidiaries as of the dates indicated:


                                                                                         December 31,
                                                                                     2021           2020(1)
                                                                                         (in billions)
Prudential of Japan(2)                                                            $  63.7          $  63.3
Gibraltar Life(3)                                                                   110.5            114.6
Other international insurance subsidiaries, excluding Japan                           2.8              6.4
Other(4)                                                                             (7.9)            (4.9)

Total future policy benefits and policyholders' account balances(5)

$ 169.1 $ 179.4

__________

(1)Prior period amounts have been updated to conform to current period
presentation.
(2)As of December 31, 2021 and 2020, $21.0 billion and $18.3 billion,
respectively, of the insurance-related liabilities for Prudential of Japan are
associated with U.S. dollar-denominated products that are coinsured to our
domestic insurance operations and supported by U.S. dollar-denominated assets.
As of December 31, 2021 and 2020, $1.9 billion and $1.4 billion, respectively,
of the insurance-related liabilities for Prudential of Japan are primarily
associated with yen- and U.S. dollar-denominated products that are coinsured to
Gibraltar Re, our Bermuda-based reinsurance affiliate, and primarily supported
by yen- and U.S. dollar-denominated assets.
(3)Includes PGFL. As of December 31, 2021 and 2020, $8.1 billion and $7.1
billion, respectively, of the insurance-related liabilities for PGFL are
associated with U.S. dollar-denominated products that are coinsured to our
domestic insurance operations and supported by U.S. dollar-denominated assets.
As of December 31, 2021 and 2020, $7.6 billion and $4.5 billion, respectively,
of the insurance-related liabilities for Gibraltar Life are primarily associated
with yen- and U.S. dollar-denominated products that are coinsured to Gibraltar
Re and primarily supported by yen- and U.S. dollar-denominated assets.
(4)Reflects the impact of intercompany eliminations.
(5)Amounts are reflected gross of affiliated reinsurance recoverables.

The liabilities presented above are primarily supported by invested assets in
our general account. When selecting assets to support these contractual
obligations, we consider the risk of policyholder and contractholder withdrawals
of funds earlier than our assumptions. As a result, assets will include both
liquid assets, as discussed below, and other assets that we believe adequately
support our liabilities.

We believe most of the longer-term recurring pay individual life insurance
policies sold by our Japanese operations do not have significant withdrawal risk
because policyholders may incur surrender charges and must undergo a new
underwriting process to obtain a new insurance policy.


Gibraltar Life sells fixed annuities, denominated in U.S. and Australian
dollars, that may be subject to increased surrenders should the yen depreciate
in relation to these currencies or if interest rates in Australia and the U.S.
decline relative to Japan. A significant portion of the liabilities associated
with these contracts include a market value adjustment feature, which mitigates
the profitability impact from surrenders. As of December 31, 2021, products with
a market value adjustment feature represented $25.3 billion of our Japan
operations' insurance-related liabilities, which included $22.3 billion
attributable to non-yen denominated fixed annuities.

Liquid Assets


Liquid assets include cash and cash equivalents, short-term investments, U.S.
Treasury securities, fixed maturities that are not designated as
held-to-maturity and public equity securities. In addition to access to
substantial investment portfolios, our insurance companies' liquidity is managed
through access to a variety of instruments available for funding and/or managing
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cash flow mismatches, including from time to time those arising from claim
levels in excess of projections. Our ability to utilize assets and liquidity
between our subsidiaries is limited by regulatory and other constraints. We
believe that ongoing operations and the liquidity profile of our assets provide
sufficient liquidity under reasonably foreseeable stress scenarios for each of
our insurance subsidiaries.

The following table sets forth the fair value of certain of our domestic
insurance operations' portfolio of liquid assets, as of the dates indicated.


                                                                                       December 31, 2021
                                             Prudential                                                                                                      December 31,
                                            Insurance(1)           PLIC            PRIAC(2)           PALAC(2)           Pruco Life           Total              2020
                                                                                                   (in billions)
Cash and short-term investments           $         7.9          $  1.0          $     0.9          $     3.1          $       1.1          $  14.0          $     9.4
Fixed maturity investments(3):
High or highest quality                           134.6            34.6               22.4                8.1                 15.2            214.9     

222.4

Other than high or highest quality                  9.8             3.5                0.8                0.7                  1.4             16.2               15.4
Subtotal                                          144.4            38.1               23.2                8.8                 16.6            231.1              237.8
Public equity securities, at fair
value                                               1.3             2.2                0.3                0.3                  0.1              4.2                3.2
Total                                     $       153.6          $ 41.3          $    24.4          $    12.2          $      17.8          $ 249.3          $   250.4


__________
(1)Represents a legal entity view and as such includes both domestic and
international sleeves.
(2)During 2021, the Company entered into definitive sale agreements to sell its
equity interests in both PRIAC and PALAC. See Note 1 to the Consolidated
Financial Statements for more information about these pending dispositions.
(3)Excludes fixed maturities designated as held-to-maturity. Credit quality is
based on NAIC or equivalent rating.

The following table sets forth the fair value of our international insurance
operations' portfolio of liquid assets, as of the dates indicated.


                                                                                 December 31, 2021
                                                         Prudential           Gibraltar             All                             December 31,
                                                          of Japan             Life(1)            Other(2)           Total              2020
                                                                                             (in billions)
Cash and short-term investments                        $       1.0          

$ 2.3 $ 1.6 $ 4.9 $ 6.0
Fixed maturity investments(3):
High or highest quality(4)

                                    41.0                87.0               10.0            138.0              147.7
Other than high or highest quality                             0.8                 2.2                2.0              5.0                4.8
Subtotal                                                      41.8                89.2               12.0            143.0              152.5
Public equity securities                                       2.4                 2.0                0.1              4.5                3.6
Total                                                  $      45.2          $     93.5          $    13.7          $ 152.4          $   162.1


__________
(1)Includes PGFL.
(2)Represents our international insurance operations, excluding Japan.
(3)Excludes fixed maturities designated as held-to-maturity. Credit quality is
based on NAIC or equivalent rating.
(4)As of December 31, 2021, $103.6 billion, or 75%, were invested in government
or government agency bonds.

Given the size and liquidity profile of our investment portfolios, we believe
that claim experience, including policyholder withdrawals and surrenders,
varying from our projections does not constitute a significant liquidity risk.
Our asset/liability management process takes into account the expected maturity
of investments and expected claim payments as well as the specific nature and
risk profile of the liabilities. To the extent we need to pay claims in excess
of projections, we may borrow temporarily or sell investments sooner than
anticipated to pay these claims, which may result in increased borrowing costs
or realized investment gains or losses, including from changes in interest rates
or credit spreads. The payment of claims and sale of investments earlier than
anticipated would have an impact on the reported level of cash flow from
operating, investing, and financing activities, in our financial statements.
Historically, there has been no significant variation between the expected
maturities of our investments and the payment of claims.

Liquidity associated with other activities

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Hedging activities associated with Individual Annuities

For the portion of our Individual Annuities' ALM strategy executed through
hedging, as well as the capital hedge program, we enter into a range of
exchange-traded, cleared and other OTC equity and interest rate derivatives in
order to hedge certain capital market risks related to more severe market
conditions. For a full discussion of our Individual Annuities' risk management
strategy, see "-Results of Operations by Segment-U.S. Businesses-Individual
Annuities." This portion of our Individual Annuities' ALM strategy and capital
hedge program requires access to liquidity to meet payment obligations relating
to these derivatives, such as payments for periodic settlements, purchases,
maturities and terminations. These liquidity needs can vary materially due to,
among other items, changes in interest rates, equity markets, mortality and
policyholder behavior.

The hedging portion of our Individual Annuities' ALM strategy and capital hedge
program may also result in derivative related collateral postings to (when we
are in a net post position) or from (when we are in a net receive position)
counterparties. The net collateral position depends on changes in interest rates
and equity markets related to the amount of the exposures hedged. Depending on
market conditions, the collateral posting requirements can result in material
liquidity needs when we are in a net post position. As of December 31, 2021, the
derivatives comprising the hedging portion of our Individual Annuities' ALM
strategy and capital hedge program were in a net post position of $5.5 billion
compared to a net receive position of $3.4 billion as of December 31, 2020. The
change in collateral position was primarily driven by the impact of increasing
interest rates and equity markets.

Foreign exchange hedging activities


We employ various hedging strategies to manage potential exposure to foreign
currency exchange rate movements, particularly those associated with the yen.
Our overall yen hedging strategy calibrates the hedge level to preserve the
relative contribution of our yen-based business to the Company's overall return
on equity on a leverage neutral basis. The hedging strategy includes two primary
components:

Income Hedges-We hedge a portion of our prospective yen-based earnings streams
by entering into external forward currency derivative contracts that effectively
fix the currency exchange rates for that portion of earnings, thereby reducing
volatility from foreign currency exchange rate movements. As of December 31,
2021, we have hedged 100%, 72%, and 28%, of expected yen-based earnings for
2022, 2023 and 2024, respectively.

Equity Hedges-We hold both internal and external hedges primarily to hedge our
USD-equivalent equity. These hedges also mitigate volatility in the solvency
margins of yen-based subsidiaries resulting from changes in the market value of
their USD-denominated investments hedging our USD-equivalent equity attributable
to changes in the yen-USD exchange rate.

For additional information on our hedging strategy, see "-Results of
Operations-Impact of Foreign Currency Exchange Rates."


Cash settlements from these hedging activities result in cash flows between
subsidiaries of Prudential Financial and either international-based subsidiaries
or external parties. The cash flows are dependent on changes in foreign currency
exchange rates and the notional amount of the exposures hedged. For example, a
significant yen depreciation over an extended period of time could result in net
cash inflows, while a significant yen appreciation could result in net cash
outflows. The following tables set forth information about net cash settlements
and the net asset or liability resulting from these hedging activities related
to the yen and other currencies for the periods indicated.

                                            Year ended December 31,
Cash Settlements: Received (Paid)               2021                 2020
                                                 (in millions)
Income Hedges (External)(1)         $          33                   $  74
Equity Hedges:
Internal(2)                                   488                     188
External(3)                                  (137)                    230
Total Equity Hedges                           351                     418
Total Cash Settlements              $         384                   $ 492



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                                    As of December 31,
Assets (Liabilities):                 2021             2020
                                       (in millions)
Income Hedges (External)(4)   $       47              $   3
Equity Hedges:
Internal(2)                          955                291
External(5)                          (20)               (56)
Total Equity Hedges(6)               935                235
Total Assets (Liabilities)    $      982              $ 238


__________
(1)Includes non-yen related cash settlements of $19 million, primarily
denominated in Brazilian real, Australian dollar and Chilean peso and $60
million, primarily denominated in Australian dollar, Korean won and Brazilian
real for the year ended December 31, 2021 and 2020, respectively.
(2)Represents internal transactions between international-based and U.S.-based
entities. Amounts noted are from the U.S.-based entities' perspectives.
(3)Includes non-yen related cash settlements of $4 million and $23 million,
denominated in Korean won for the year ended December 31, 2021 and December 31,
2020.
(4)Includes non-yen related assets of $28 million, primarily denominated in
Brazilian real, Chilean peso and Australian dollar and assets of $2 million,
primarily denominated in Korean won, Australian dollar and Chilean peso, as of
December 31, 2021 and 2020, respectively.
(5)Includes non-yen related assets of $1 million, denominated in Korean won, as
of December 31, 2020.
(6)As of December 31, 2021, approximately $214 million, $453 million and $268
million of the net market values are scheduled to settle in 2022, 2023 and
thereafter, respectively. The net market value of the assets (liabilities) will
vary with changing market conditions to the extent there are no corresponding
offsetting positions.

PGIM operations

The principal sources of liquidity for our fee-based PGIM businesses include
asset management fees, commercial mortgage origination and servicing fees, and
internal and external funding facilities. The principal uses of liquidity
include general and administrative expenses, facilitating our commercial
mortgage loan business, and distributions of dividends and returns of capital to
Prudential Financial. The primary liquidity risks for our fee-based PGIM
businesses relate to their profitability, which is impacted by market
conditions, our investment management performance and client redemptions. We
believe the cash flows from our fee-based PGIM businesses are adequate to
satisfy the current liquidity requirements of these operations, as well as
requirements that could arise under reasonably foreseeable stress scenarios,
which are monitored through the use of internal measures.

The principal sources of liquidity for our seed and co-investments held in our
PGIM businesses are cash flows from investments, borrowing lines from internal
sources, including Prudential Financial and Prudential Funding, LLC ("Prudential
Funding"), a wholly-owned subsidiary of PICA, and external sources, including
PGIM's limited-recourse credit facility. The principal uses of liquidity for our
seed and co-investments include making investments to support business growth
and paying interest expense from the internal and external borrowings used to
fund those investments. The primary liquidity risks include the inability to
sell assets in a timely manner, declines in the value of assets and credit
defaults.

Alternative Sources of Liquidity


In addition to asset-based financing as discussed below, Prudential Financial
and certain subsidiaries have access to other sources of liquidity, including
syndicated, unsecured committed credit facilities, membership in the Federal
Home Loan Banks, commercial paper programs, and contingent financing facilities
in the form of a put option agreement and facility agreement. In July 2021, we
amended and restated our $4 billion five-year credit facility that has
Prudential Financial and Prudential Funding as borrowers, extending the term of
the facility to July 2026. For more information on these sources of liquidity,
see Note 17 to the Consolidated Financial Statements.

Asset-based Financing


We conduct asset-based or secured financing within our insurance and other
subsidiaries, including transactions such as securities lending, repurchase
agreements and mortgage dollar rolls, to earn spread income, to borrow funds, or
to facilitate trading activity. These programs are primarily driven by portfolio
holdings of securities that are lendable based on counterparty demand for these
securities in the marketplace. The collateral received in connection with these
programs is primarily used to purchase securities in the short-term spread
portfolios of our insurance entities. Investments held in the short-term spread
portfolios include cash and cash equivalents, short-term investments (primarily
corporate bonds), mortgage loans and fixed maturities (primarily collateralized
loan obligations and other structured securities), with a weighted average life
at time of purchase by the short-term portfolios of four years or less. Floating
rate assets comprise the majority of our short-term spread portfolio. These
short-term portfolios are subject to specific investment policy statements,
which among other things, do not allow for significant asset/liability interest
rate duration mismatch.

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The following table sets forth our liabilities under asset-based or secured
financing programs as of the dates indicated:


                                                            December 31, 2021                                            December 31, 2020
                                               PFI                                                          PFI
                                            Excluding           Closed                                   Excluding           Closed
                                          Closed Block           Block                                 Closed Block           Block
                                            Division           Division           Consolidated           Division           Division           Consolidated
                                                                                            ($ in millions)
Securities sold under agreements to
repurchase                                $    7,393          $  2,792      

$ 10,185 $ 8,092 $ 2,802 $ 10,894
Cash collateral for loaned securities(1) 4,168

                82                  4,250               3,379               120                  

3,499

Securities sold but not yet purchased              3                 0                      3                   2                 0                      2
Total(2)(3)                               $   11,564          $  2,874          $      14,438          $   11,473          $  2,922          $      14,395
Portion of above securities that may be
returned to the Company overnight
requiring immediate return of the cash
collateral                                $   10,637          $  2,874      

$ 13,511 $ 10,463 $ 2,922 $ 13,385
Weighted average maturity, in days(4)

             31                  N/A                                      28                  N/A


__________

(1)Excludes "Liabilities held-for-sale" of $5,680 as of December 31, 2021.
(2)The daily weighted average outstanding balance for the year ended
December 31, 2021 and 2020 was $11,484 million and $11,464 million,
respectively, for PFI excluding the Closed Block division, and $3,290 million
and $3,034 million, respectively, for the Closed Block division.
(3)Includes utilization of external funding facilities for PGIM's commercial
mortgage origination business.
(4)Excludes securities that may be returned to the Company overnight. "N/A"
reflects that all outstanding balances may be returned to the Company overnight.

As of December 31, 2021, our domestic insurance entities had assets eligible for
the asset-based or secured financing programs of $130.9 billion, of which $14.0
billion were on loan. Taking into account market conditions and outstanding loan
balances as of December 31, 2021, we believe approximately $15.3 billion of the
remaining eligible assets are readily lendable, including approximately $10.3
billion relating to PFI excluding the Closed Block division, of which $2.5
billion relates to certain separate accounts and may only be used for financing
activities related to those accounts, and the remaining $5.0 billion relating to
the Closed Block division.

Financing Activities

As of December 31, 2021, total short-term and long-term debt of the Company on a
consolidated basis was $19.3 billion, a decrease of $1.3 billion from
December 31, 2020. The following table sets forth total consolidated borrowings
of the Company as of the dates indicated. We may, from time to time, seek to
redeem or repurchase our outstanding debt securities through open market
purchases, individually negotiated transactions or otherwise. Any such actions
will depend on prevailing market conditions, our liquidity position and other
factors.
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                                                                  December 31, 2021                                                  December 31, 2020
                                               Prudential                                                         Prudential
                                               Financial            Subsidiaries           Consolidated           Financial            Subsidiaries           Consolidated
                                                                                                      (in millions)
General obligation short-term debt:
Commercial paper                             $        25          $         

395 $ 420 $ 25 $ 355

     $         380
Current portion of long-term debt                      0                      0                      0                  399                      0                    399
Other short-term debt                                  0          $          98                     98                    0                      0                      0
Subtotal                                              25                    493                    518                  424                    355                    779
General obligation long-term debt:
Senior debt                                       10,109                    173                 10,282               11,007                    173                 11,179
Junior subordinated debt                           7,564                     54                  7,618                7,554                     60                  7,615
Surplus notes(1)                                       0                    344                    344                    0                    343                    343
Subtotal                                          17,673                    571                 18,244               18,561                    576                 19,137
Total general obligations                         17,698                  1,064                 18,762               18,985                    931                 19,916
Limited and non-recourse borrowings(2)
Short-term debt                                        0                      7                      7                    0                     18                     18
Current portion of long-term debt                      0                    197                    197                    0                    128                    128
Long-term debt                                         0                    378                    378                    0                    581                    581
Subtotal                                               0                    582                    582                    0                    727                    727
Total borrowings                             $    17,698          $       1,646          $      19,344          $    18,985          $       1,658          $      20,643


__________
(1)Amounts are net of assets under set-off arrangements of $10,691 million and
$10,964 million as of December 31, 2021 and 2020, respectively.
(2)Limited and non-recourse borrowing primarily represents mortgage debt of our
subsidiaries that has recourse only to real estate investment property of $274
million and $409 million as of December 31, 2021 and 2020, respectively, and a
draw on a credit facility with recourse only to collateral pledged by the
Company of $300 million as of both December 31, 2021 and 2020.

As of December 31, 2021 and 2020, we were in compliance with all debt covenants
related to the borrowings in the table above. For additional information on our
short- and long-term debt obligations, see Note 17 to the Consolidated Financial
Statements.

Based on the use of proceeds, we classify our borrowings as capital debt and
operating debt. Capital debt, which is debt utilized to meet the capital
requirements of our businesses, was $12.7 billion and $13.5 billion as of
December 31, 2021 and 2020, respectively. Operating debt of $6.1 billion and
$6.4 billion as of December 31, 2021 and 2020, respectively, is utilized for
business funding to meet specific purposes, which may include activities
associated with our PGIM and Assurance IQ businesses. Operating debt also
consists of debt issued to finance specific portfolios of investment assets, the
proceeds from which will service the debt. Specifically, this includes assets
supporting reserve requirements under Regulation XXX and Guideline AXXX as
described below, as well as funding for institutional and insurance company
portfolio cash flow timing differences.

Prudential Financial Borrowings


Long-term borrowings are conducted primarily by Prudential Financial. It borrows
these funds to meet its capital and other funding needs, as well as the capital
and funding needs of its subsidiaries. Prudential Financial maintains a shelf
registration statement with the SEC that permits the issuance of public debt,
equity and hybrid securities. As a "Well-Known Seasoned Issuer" under SEC rules,
Prudential Financial's shelf registration statement provides for automatic
effectiveness upon filing and has no stated issuance capacity.

Prudential Financial's borrowings decreased $1.3 billion from December 31, 2020,
primarily driven by $910 million in debt redemptions and $400 million in debt
maturities. On August 30, 2021, the Company redeemed, at a make-whole redemption
price, $700 million principal amount of its 3.500% medium-term notes due in 2024
and $210 million of the previously outstanding $600 million principal amount of
its 3.878% medium-term notes due in 2028. For more information on long-term
debt, see Note 17 to the Consolidated Financial Statements.

Subsidiary Borrowings

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Subsidiary borrowings principally consist of commercial paper borrowings by
Prudential Funding, asset-based financing and real estate investment financing.
Borrowings of our subsidiaries decreased $12 million from December 31, 2020, due
primarily to a $145 million decrease in limited and non-recourse borrowings,
offset by increases of $98 million in other short-term debt and $40 million in
commercial paper outstanding.

Term and Universal Life Reserve Financing


For business written prior to the implementation of principle-based reserving,
Regulation XXX and Guideline AXXX require domestic life insurers to establish
statutory reserves for term and universal life insurance policies with long-term
premium guarantees that are consistent with the statutory reserves required for
other individual life policies with similar guarantees. Many market participants
believe that these levels of reserves are excessive relative to the levels
reasonably required to maintain solvency for moderately adverse experience. The
difference between the statutory reserve and the amount necessary to maintain
solvency for moderately adverse experience is considered to be the non-economic
portion of the statutory reserve.

We use captive reinsurance subsidiaries to finance the portion of the statutory
reserves required to be held by our domestic life insurance companies under
Regulation XXX and Guideline AXXX that we consider to be non-economic. The
financing arrangements involve the reinsurance of term and universal life
business to our captive reinsurers and the issuance of surplus notes by those
captives that are treated as capital for statutory purposes. These surplus notes
are subordinated to policyholder obligations, and the payment of principal and
interest on the surplus notes can only be made with prior insurance regulatory
approval.

We have entered into agreements with external counterparties providing for the
issuance of surplus notes by our captive reinsurers in return for the receipt of
credit-linked notes ("Credit-Linked Note Structures"). As of December 31, 2021,
we had Credit-Linked Note Structures with an aggregate issuance capacity of
$14,600 million, of which $12,721 million was outstanding, as compared to an
aggregate issuance capacity of $14,825 million, of which $12,919 million was
outstanding, as of December 31, 2020. Under the agreements, the captive receives
in exchange for the surplus notes one or more credit-linked notes issued by a
special-purpose affiliate of the Company with an aggregate principal amount
equal to the surplus notes outstanding. The captive holds the credit-linked
notes as assets supporting Regulation XXX or Guideline AXXX non-economic
reserves, as applicable. The captive can redeem the principal amount of the
outstanding credit-linked notes for cash upon the occurrence of, and in an
amount necessary to remedy, a specified liquidity stress event affecting the
captive. Under the agreements, the external counterparties have agreed to fund
any such payments under the credit-linked notes in return for the receipt of
fees. Under certain of the transactions, Prudential Financial has agreed to make
capital contributions to the captive to reimburse it for investment losses in
excess of specified amounts and/or has agreed to reimburse the external
counterparties for any payments made under the credit-linked notes. To date, no
such payments under the credit-linked notes have been required. Under these
transactions, because valid rights of set-off exist, interest and principal
payments on the surplus notes and on the credit-linked notes are settled on a
net basis, and the surplus notes are reflected in the Company's total
consolidated borrowings on a net basis.

The following table summarizes our Credit-Linked Note Structures, which are
reported on a net basis, as of December 31, 2021:


                                                                    Surplus Notes
                                                         Original                   Maturity                  Outstanding as of                 Facility
Credit-Linked Note Structures:                          Issue Dates                   Dates                   December 31, 2021                   Size
                                                                                          ($ in millions)
XXX                                                          2012-2021                  2022-2036       $            1,600    (1)              $  1,750
AXXX                                                              2013                       2033                    3,500                        3,500
XXX                                                          2014-2018                  2022-2034                    2,130    (2)                 2,150
XXX                                                          2014-2017                  2024-2037                    2,330                        2,400
AXXX                                                              2017                       2037                    1,466                        2,000
XXX                                                               2018                       2038                      920                        1,600
AXXX                                                              2020                       2032                      775                        1,200
Total Credit-Linked Note Structures                                                                     $           12,721                     $ 14,600


__________

(1)Prudential Financial has agreed to reimburse amounts paid under the
credit-linked notes issued in this structure up to $500 million.
(2)The $2,130 million of surplus notes represents an intercompany transaction
that eliminates upon consolidation. Prudential Financial has agreed to reimburse
amounts paid under credit-linked notes issued in this structure up to $1,000
million.

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As of December 31, 2021, we also had outstanding an aggregate of $2,975 million
of debt issued for the purpose of financing Regulation XXX and Guideline AXXX
non-economic reserves, of which approximately $1,125 million relates to
Regulation XXX reserves and $1,850 million relates to Guideline AXXX reserves.
In addition, as of December 31, 2021, for purposes of financing Guideline AXXX
reserves, one of our captives had $3,982 million of surplus notes outstanding
that were issued to affiliates.

The Company has introduced updated versions of its individual life products in
conjunction with the requirement to adopt principle-based reserving by January
1, 2020. These updated products are currently priced to support the
principle-based statutory reserve level without the need for reserve financing.

Contractual Obligations


The table below summarizes the future estimated cash payments related to certain
contractual obligations as of December 31, 2021. The estimated payments
reflected in this table are based on management's estimates and assumptions
about these obligations. Because these estimates and assumptions are necessarily
subjective, the actual cash outflows in future periods will vary, possibly
materially, from those reflected in the table. In addition, we do not believe
that our cash flow requirements can be adequately assessed based solely upon an
analysis of these obligations, as the table below does not contemplate all
aspects of our cash inflows, such as the level of cash flow generated by certain
of our investments, nor all aspects of our cash outflows.

                                                                              Estimated Payments Due by Period
                                                                                                           2027 and
                                                   2022            2023-2024          2025-2026           thereafter              Total
                                                                                       (in millions)

Short-term and long-term debt obligations(1) $ 1,625 $ 2,315

$ 2,572 $ 32,657 $ 39,168
Operating lease obligations(2)

                       129                184                 87                    69                  469
Purchase obligations:
Commitments to purchase or fund investments(3)     5,465              3,239                911                   968               10,583
Commercial mortgage loan commitments(4)            2,211                 89                  0                     0                2,300
Other liabilities:
Insurance liabilities(5)                          49,100             72,814             69,656             1,017,841            1,209,411
Other(6)                                          14,496                112                 65                   114               14,787
Total                                           $ 73,026          $  78,753          $  73,291          $  1,051,649          $ 1,276,718


__________
(1)The estimated payments due by period for long-term debt reflects the
contractual maturities of principal, as disclosed in Note 17 to the Consolidated
Financial Statements, as well as estimated future interest payments. The payment
of principal and estimated future interest for short-term debt are reflected in
estimated payments due in 2022. The estimate for future interest payments
includes the effect of derivatives that qualify for hedge accounting treatment.
See Note 17 to the Consolidated Financial Statements for additional information
concerning our short-term and long-term debt.
(2)The estimated payments due by period for operating leases reflect the future
minimum lease payments under non-cancelable operating leases, as disclosed in
Note 11 to the Consolidated Financial Statements.
(3)As discussed in Note 23 to the Consolidated Financial Statements, we have
commitments to purchase or fund investments, some of which are contingent upon
events or circumstances not under our control, including those at the discretion
of our counterparties. The timing of the fulfillment of certain of these
commitments cannot be estimated, therefore the settlements of these obligations
are reflected in estimated payments due in less than one year. Commitments to
purchase or fund investments include $236 million that we anticipate will
ultimately be funded from our separate accounts.
(4)As discussed in Note 23 to the Consolidated Financial Statements, loan
commitments of our commercial mortgage operations, which are legally binding
commitments to extend credit to a counterparty, have been reflected in the
contractual obligations table above principally based on the expiration date of
the commitment; however, it is possible these loan commitments could be funded
prior to their expiration date. In certain circumstances the counterparty may
also extend the date of the expiration in exchange for a fee.
(5)The estimated cash flows due by period for insurance liabilities reflect
future estimated cash payments to be made to policyholders and others for future
policy benefits, policyholders' account balances, policyholder's dividends,
reinsurance payables and separate account liabilities, net of premium receipts
and reinsurance recoverables. Contractual obligations are contingent upon the
receipt of premiums. These future estimated cash flows for current policies in
force generally reflect our best estimate economic and actuarial assumptions.
These cash flows are undiscounted with respect to interest. Therefore, the sum
of the cash flows shown for all years in the table of $1,209 billion exceeds the
corresponding liability amounts of approximately $673 billion included in the
Consolidated Financial Statements as of December 31, 2021. Separate account
liabilities are legally insulated from general account obligations, and it is
generally expected these liabilities will be fully funded by separate account
assets and their related cash flows. We have made significant assumptions to
determine the future estimated cash flows related to the underlying policies and
contracts. Due to the significance of the assumptions used and the contingent
nature of contractual terms, actual cash flows and their timing will differ,
possibly materially, from these estimates. Timing of cash flows in the "2027 and
thereafter" category include long term liabilities that may extend beyond 100
years.
(6)The estimated payments due by period for other liabilities includes
securities sold under agreements to repurchase, cash collateral for loaned
securities, liabilities for unrecognized tax benefits, bank customer
liabilities, and other miscellaneous liabilities. Amounts presented in the table
also exclude $274 million of notes issued by consolidated VIE's which recourse
for these obligations is limited to the assets of the respective VIE and do not
have recourse to the general credit of the company.

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We also enter into agreements to purchase goods and services in the normal
course of business; however, these purchase obligations are not material to our
consolidated results of operations or financial position as of December 31,
2021.

Off-Balance Sheet Arrangements

See additional information on off-balance sheet arrangements in Note 17 and
other commitments in Note 23 to the Consolidated Financial Statements.


We do not have retained or contingent interests in assets transferred to
unconsolidated entities, or variable interests in unconsolidated entities or
other similar transactions, arrangements or relationships that serve as credit,
liquidity or market risk support, that we believe are reasonably likely to have
a material effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
our access to or requirements for capital resources. In addition, we do not have
relationships with any unconsolidated entities that are contractually limited to
narrow activities that facilitate our transfer of or access to associated
assets.

                                    Ratings

Financial strength ratings (which are sometimes referred to as "claims-paying"
ratings) and credit ratings are important factors affecting public confidence in
an insurer and its competitive position in marketing products. Our credit
ratings are also important for our ability to raise capital through the issuance
of debt and for the cost of such financing. Nationally Recognized Statistical
Ratings Organizations continually review the financial performance and financial
condition of the entities they rate, including Prudential Financial and its
rated subsidiaries.

A downgrade in the credit or financial strength ratings of Prudential Financial
or its rated subsidiaries could potentially, among other things, limit our
ability to market products, reduce our competitiveness, increase the number or
value of policy surrenders and withdrawals, increase our borrowing costs and
potentially make it more difficult to borrow funds, adversely affect the
availability of financial guarantees, such as letters of credit, cause
additional collateral requirements or other required payments under certain
agreements, allow counterparties to terminate derivative agreements and/or hurt
our relationships with creditors, distributors, or trading counterparties
thereby potentially negatively affecting our profitability, liquidity, and/or
capital. In addition, we consider our own risk of non-performance in determining
the fair value of our liabilities. Therefore, changes in our credit or financial
strength ratings may affect the fair value of our liabilities.

Financial strength ratings represent the opinions of rating agencies regarding
the financial ability of an insurance company to meet its obligations under an
insurance policy. Credit ratings represent the opinions of rating agencies
regarding an entity's ability to repay its indebtedness. The following table
summarizes the ratings for Prudential Financial and certain of its subsidiaries
as of the date of this filing:

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                                                                 A.M.
                                                                Best(1)             S&P(2)              Moody's(3)            Fitch(4)(5)
Last review date                                               12/2/2021          11/29/2021            11/22/2021             5/10/2021
Current outlook(6)                                              Stable              Stable                Stable                 Stable
Financial Strength Ratings:
The Prudential Insurance Company of America                       A+                  AA-                  Aa3                    AA-
Pruco Life Insurance Company                                      A+                  AA-                  Aa3                    AA-
Pruco Life Insurance Company of New Jersey                        A+                  AA-                  NR*                    AA-
Prudential Annuities Life Assurance Corporation                   A+                  AA-                   NR                     A
Prudential Retirement Insurance and Annuity Company               A+                  AA-                  Aa3                    AA-

The Prudential Life Insurance Company Ltd. (Prudential
of Japan)

                                                         NR                  A+                    NR                     NR
Gibraltar Life Insurance Company, Ltd.                            NR                  A+                    NR                     NR
The Prudential Gibraltar Financial Life Insurance Co.
Ltd                                                               NR                  A+                    NR                     NR

Credit Ratings:
Prudential Financial, Inc.:
Short-term borrowings                                            AMB-1                A-1                  P-2                     F1
Long-term senior debt                                             a-                   A                    A3                     A-
Junior subordinated long-term debt                                bbb                BBB+                  Baa1                   BBB
The Prudential Insurance Company of America:
Capital and surplus notes                                          a                   A                    A2                     A
Prudential Funding, LLC:
Short-term debt                                                  AMB-1               A-1+                  P-1                    F1+
Long-term senior debt                                             a+                  AA-                   A1                     A+
PRICOA Global Funding I:
Long-term senior debt                                             aa-                 AA-                  Aa3                    AA-


__________
* "NR" indicates not rated.
(1)A.M. Best Company, which we refer to as A.M. Best, financial strength ratings
for insurance companies range from "A++ (superior)" to "D (Poor)". A rating of
A+ is the second highest of thirteen rating categories. A.M. Best long-term
credit ratings range from "aaa (exceptional)" to "c (Poor)". A.M. Best
short-term credit ratings range from "AMB-1+", which represents the strongest
ability to repay short-term debt obligations, to "AMB-4 (Questionable)".
(2)Standard & Poor's Rating Services, which we refer to as S&P, financial
strength ratings for insurance companies range from "AAA (extremely strong)" to
"D (default)". A rating of AA- is the fourth highest of twenty-two rating
categories. S&P's long-term issue credit ratings range from "AAA (extremely
strong)" to "D (default)". S&P short-term ratings range from "A-1 (extremely
strong)" to "D (default)".
(3)Moody's Investors Service, Inc., which we refer to as Moody's, insurance
financial strength ratings range from "Aaa (highest quality)" to "C (lowest)". A
rating of Aa3 is the fourth highest of twenty-one rating categories. Numeric
modifiers are used to refer to the ranking within the group-with 1 being the
highest and 3 being the lowest. These modifiers are used to indicate relative
strength within a category. Moody's long-term credit ratings range from "Aaa
(highest)" to "C (default)". Moody's short-term ratings range from "Prime-1
(P-1)", which represents a superior ability for repayment of short-term debt
obligations, to "Prime-3 (P-3)", which represents an acceptable ability for
repayment of such obligations. Issuers rated "Not Prime" do not fall within any
of the Prime rating categories.
(4)Fitch Ratings Inc., which we refer to as Fitch, financial strength ratings
range from "AAA (exceptionally strong)" to "C (distressed)". A rating of AA- is
the fourth highest of twenty-one rating categories. Fitch long-term credit
ratings range from "AAA (highest credit quality)", which denotes exceptionally
strong capacity for timely payment of financial commitments, to "D (default)".
Short-term ratings range from "F1+ (highest credit quality)" to "D (default)".
(5)In response to the announced agreements to sell all equity interests in PRIAC
as part of Retirement's Full Service business sale to Great-West Life & Annuity
Insurance Company and sell all equity interests in PALAC as part of the in-force
variable annuities block sale to Fortitude Group Holdings, LLC, Fitch took PRIAC
and PALAC to ratings committee in July 2021 and October 2021 respectively.
(6)A.M Best , Fitch, and S&P have all of Prudential's ratings on Stable outlook
with the exception of PRIAC and PALAC. As a result of the announced Full Service
sale, Fitch and AM Best changed the ratings outlook of PRIAC to Credit Watch
Positive from Stable, and S&P changed the ratings outlook of PRIAC to Credit
Watch Negative from Stable. As a result of the announced variable annuity block
sale, S&P, Fitch and AM Best changed the ratings outlook of PALAC to Credit
Watch Negative from Stable.

The ratings set forth above reflect current opinions of each rating agency. Each
rating should be evaluated independently of any other rating. These ratings are
not directed toward shareholders and do not in any way reflect evaluations of
the safety and security of the Common Stock. These ratings are reviewed
periodically and may be changed at any time by the rating agencies. As a result,
we cannot assure stakeholders that we will maintain our current ratings in the
future.

Rating agencies use an "outlook" statement for both industry sectors and
individual companies. For an industry sector, a stable outlook generally implies
that over the next 12 to 18 months the rating agency expects ratings to remain
unchanged among companies in the sector. In 2021, Fitch, Moody's and AM Best
revised the Rating Outlook on the U.S. life insurance industry from Negative to
Stable. S&P maintained their outlook for the U.S. life insurance sector at
Stable.

For a particular company, an outlook generally indicates a medium- or long-term
trend (generally six months to two years) in credit fundamentals, which if
continued, may lead to a rating change. These indicators are not necessarily a
precursor
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of a rating change nor do they preclude a rating agency from changing a rating
at any time without notice. A.M. Best, Fitch, S&P and Moody's have the Company's
ratings on Stable outlook with the exception of PRIAC and PALAC.

The following is a summary of the significant changes or actions in ratings and
rating outlooks for our Company that have occurred from January 1, 2021, through
the date of this filing:

On July 21, 2021 Prudential announced an agreement to sell Retirement's Full
Service business to Great-West Life &
Annuity Insurance Company, which would include the sale of all equity interests
in PRIAC. As a result of this announcement, Fitch and AM Best changed the
ratings outlook of PRIAC to Credit Watch Positive from Stable, and S&P changed
the ratings outlook of PRIAC to Credit Watch Negative from Stable.

On September 15, 2021, Prudential announced an agreement to sell a portion of
the Company's in-force variable annuities business through the sale of all
equity interests in PALAC to Fortitude Group Holdings, LLC. As a result of this
announcement, S&P and AM Best changed the ratings outlook of PALAC to Credit
Watch Negative from Stable and Fitch downgraded PALAC's financial strength
rating to A with an outlook of Rating Watch Negative from AA- with an outlook of
Stable.

Requirements to post collateral or make other payments because of ratings
downgrades under certain agreements, including derivative agreements, can be
satisfied in cash or by posting permissible securities held by the subsidiaries
subject to the agreements. In addition, a ratings downgrade by A.M. Best to "A-"
for our domestic life insurance companies would require PICA to either post
collateral or a letter of credit in the amount of approximately $1.2 billion,
based on the level of statutory reserves related to the variable annuity
business acquired from Allstate. We believe that the posting of such collateral
would not be a material liquidity event for PICA.

                                Risk Management

Overview


We employ a risk governance structure, overseen by senior management and our
Board and managed by Enterprise Risk Management ("ERM"), to provide a common
framework for: evaluating the risks embedded in and across our businesses and
corporate centers; developing risk appetites; managing these risks; and
identifying current and future risk challenges and opportunities. For a
discussion of the risks of our businesses, see "Risk Factors".

Risk Governance Framework



Each of our businesses has a risk governance structure that is supported by a
framework at the corporate level. Generally, our businesses are authorized to
make day-to-day risk decisions that are consistent with enterprise risk policies
and limits, and subject to enterprise oversight.


Board of Directors Oversight



Our Board oversees our risk profile and management's processes for assessing and
managing risk, through both the whole Board and its committees. The Board also
reviews strategic risks and opportunities facing the Company and its businesses.
Other important categories of risk are assigned to designated Board committees
that report back to the full Board. In general, the committees oversee the
following risks:

•Audit Committee: insurance risk and operational risk, including model risk, as
well as risks related to financial controls, legal, regulatory, cyber security
and compliance risk;

•Compensation Committee: the design and operation of the Company's compensation
programs so that they do not encourage unnecessary or excessive risk-taking;


•Corporate Governance and Business Ethics Committee: the Company's overall
ethical culture, political contributions, lobbying expenses and overall
political strategy, as well as the Company's environmental risk (which includes
climate risk), sustainability and corporate social responsibility to minimize
reputational risk and focus on future sustainability;

•Finance Committee: liquidity risk and risk involving our capital and liquidity
management, the incurrence and repayment of borrowings, the capital structure of
the Company, funding of benefit plans and statutory insurance reserves. The
Finance Committee oversees our capital plan and receives regular updates on the
sources and uses of capital relative to plan, as well as on our Risk Appetite
Framework;

•Investment Committee: investment risk, market risk, and review of investment
performance and risk positions. The Investment Committee approves investment and
market risk limits based on asset class, issuer, credit quality and geography;
and

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•Risk Committee: the governance of significant risk throughout the Company, the
establishment and ongoing monitoring of our risk profile, risk capacity and risk
appetite, and coordination of the risk oversight functions of the other Board
committees.

Management Oversight


Our primary risk management committee is the Enterprise Risk Committee ("ERC").
The ERC is chaired by our Chief Risk Officer and otherwise consists of the Vice
Chairman, Head of U.S. Businesses, Head of International Businesses, General
Counsel, Chief Financial Officer, Chief Investment Officer, Chief Information
Officer and Chief Actuary. Our Chief Auditor also attends meetings of the ERC.
The ERC oversees the Company's risk management framework, including the
identification, assessment, monitoring and management of risks and how those
risks align with the Company's loss absorption resources. The primary focus of
the ERC is the critical analysis of significant quantitative and qualitative
risks and the appropriateness and alignment to the defined risk appetite of the
Company.


The ERC is supported by five Risk Oversight Committees aligned with our tactical
risks, each of which consists of subject matter experts and are dedicated to one
of the following risk types: investment, market (including liquidity),
insurance, operational, and model. Significant matters or matters where there
are unresolved points of view are reviewed by the ERC. The Risk Oversight
Committees provide an opportunity to evaluate complex issues by subject matter
experts within the various risk areas. They evaluate the effectiveness of risk
mitigation options, identify stakeholders of risks and issues, review material
assumptions for reasonability and consistency across the Company, and develop
recommendations for risk limits, among other responsibilities.

In addition, each of our businesses and certain corporate centers maintains
their own risk committee as a forum for leaders to identify, assess, and monitor
risk and exposure issues and to review new business activities and initiatives.

Enterprise Risk Management Oversight



ERM manages the risk management framework. It operates independently and is
responsible for recommending policies, limits and standards for all risks. ERM
oversees these risks under the guidance of the ERC and Risk Oversight
Committees. Additionally, ERM and our business unit Chief Risk Officers work
with our businesses and corporate areas to identify, monitor and manage risks
that we may face. The ERM infrastructure is generally aligned by risk type, with
certain groups within ERM working across risk types.

Risk Identification



We rely on a combination of activities to ensure that all material risks have
been identified and managed as appropriate. There are three levels of activities
that seek to ensure that changes in risk levels or new risks to the Company are
identified and escalated as appropriate: (1) business activities, (2) corporate
center activities, and (3) processes involving senior management and the Board.

•Business Activities: Each business area has a risk committee that allows senior
leaders to discuss and evaluate current, new, and emerging risks in their own
operations. Businesses are required to develop and maintain documented risk
inventories that facilitate the identification of current risk exposures.

•Corporate Center Activities: The corporate centers review the results of the
business activities and examine risks from an enterprise view across businesses
under normal and stressed conditions. As a result, the corporate centers,
particularly ERM, use several processes and activities to identify and assess
the risks of the Company. Most corporate centers have their own risk committees.

•Senior Management and the Board: Senior management plays a critical role in
reviewing the risk profile of the Company, including identifying impacts to the
business strategy and risks in any new strategies under consideration. These
risks are discussed with the ERC as appropriate, and with the Board if
significant. As discussed above, the Board oversees the Company's risk profile
and management's processes for assessing and managing risk, both as a full Board
and through its committees.


Risk Measurement and Monitoring



Our Risk Appetite Framework is a comprehensive process designed to reasonably
ensure that risks taken across the Company align with the Company's capacity and
willingness to take those risks. Using the Risk Appetite Framework, the Company
measures, evaluates, and manages its financial risks. The comprehensive models,
metrics, and stress scenarios used enable the Company to understand its current
risk profile as well as how the risk profile may change over time through
varying
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degrees of stress. The Risk Appetite Framework anchors the risk and capital
management processes and supports management and the Board in making
well-informed business decisions..



The Risk Appetite Framework is centered around a comprehensive and cohesive
stress testing regime which includes a variety of stress scenarios designed to
explore outcomes across the investment portfolios and businesses. This robust
stress testing examines the sensitivity of assets and liabilities and how they
interact with each other through time to identify places where the Company's
capacity may be challenged by the risks taken. These analytics provide insight
into the impact of stress scenarios on capital and liquidity.


Additionally, the Qualitative Risk Appetite Framework helps the Company
understand and manage risks that are not easily quantifiable. By continuously
scanning the internal environment and reporting findings to leadership and the
Board on a regular basis, the Company can monitor and mitigate operational risks
in qualitative areas, such as: culture; reputation; compliance with laws,
regulations, and policies; and decision-making incentives.

COVID-19


Our risk management framework incorporates severe to very severe stresses across
equities, interest rates, credit migration and defaults, currencies and
mortality. This framework includes a specific "pandemic and sell-off" scenario
with a mortality calamity (1.5 extra deaths per 1,000 lives in the first year)
based on a modern-day interpretation of the 1918 Spanish Flu experience that is
aligned with most regulatory frameworks. The stress scenario assumes an even
distribution of increased mortality across the population, which is more
adversely impactful to the Company than our current understanding of COVID-19
mortality, which is skewed toward older ages. As the COVID-19 pandemic continues
to unfold, we continue to update our analysis and take management actions in
response to this specific event.


As of December 31, 2021, the COVID-19 pandemic has not reached the most severe
levels of financial impacts included in the Company's stress testing. In
addition, the net mortality impact of COVID-19 has been moderated by the balance
between our mortality exposure (such as in our Individual Life and Group
Insurance businesses) and our offsetting longevity exposure (such as in our
Retirement business). As the U.S. COVID-19 mortality skewed younger in the
second half of 2021, the net mortality impact to the Company increased due to
higher mortality exposure with less longevity offset. The future evolution of
the virus, among other factors, could cause the actual course of the pandemic to
differ from our current expectations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk


Market risk is defined as the risk of loss from changes in interest rates,
equity prices and foreign currency exchange rates resulting from asset/liability
mismatches where the change in the value of our liabilities is not offset by the
change in value of our assets.

For additional information regarding the potential impacts of interest rate and
other market fluctuations, as well as general economic and market conditions on
our businesses and profitability, see Item 1A. "Risk Factors" above. For
additional information regarding the overall management of our general account
investments and our asset mix strategies, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations-General Account
Investments-Management of Investments" above. For additional information
regarding our liquidity and capital resources, which may be impacted by changing
market risks, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations-Liquidity and Capital Resources" above.

Market Risk Management


Management of market risk, which we consider to be a combination of both
investment risk and market risk exposures, includes the identification and
measurement of various forms of risk, the establishment of risk thresholds and
the creation of processes intended to maintain risks within these thresholds
while optimizing returns on the underlying assets or liabilities.

Our risk management process utilizes a variety of tools and techniques,
including:

•Measures of price sensitivity to market changes (e.g., interest rates, equity
index prices, foreign exchange);

•Asset/liability management;

•Stress scenario testing;

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•Hedging programs; and

•Risk management governance, including policies, limits, and a committee that
oversees investment and market risk.


For additional information regarding our overall risk management framework and
governance structure, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Risk Management" above.

Market Risk Mitigation

Risk mitigation takes three primary forms:


•Asset/Liability Management: Managing assets to liability-based measures. For
example, investment policies identify target durations for assets based on
liability characteristics and asset portfolios are managed within ranges around
them. This mitigates potential unanticipated economic losses from interest rate
movements.

•Hedging: Using derivatives to offset risk exposures. For example, for our
variable annuities business, potential living benefit claims resulting from more
severe market conditions are hedged using derivative instruments.

•Management of portfolio concentration risk. For example, ongoing monitoring and
management at the enterprise level of key rate, currency and other concentration
risks support diversification efforts to mitigate exposure to individual markets
and sources of risk.

Market Risk Related to Interest Rates


We perform liability-driven investing and engage in careful asset/liability
management. Asset/liability mismatches create the risk that changes in liability
values will differ from the changes in the value of the related assets.
Additionally, changes in interest rates may impact other items including, but
not limited to, the following:

•Net investment spread between the amounts that we are required to pay and the
rate of return we are able to earn on investments for certain products supported
by general account investments;

•Asset-based fees earned on assets under management or contractholder account
values;

•Estimated total gross profits and the amortization of deferred policy
acquisition and other costs;

•Net exposure to the guarantees provided under certain products; and

•Capital levels of our regulated entities.


We use duration and convexity analyses to measure price sensitivity to interest
rate changes. Duration measures the relative sensitivity of the fair value of a
financial instrument to changes in interest rates. Convexity measures the rate
of change in duration with respect to changes in interest rates. We use
asset/liability management and derivative strategies to manage our interest rate
exposure by legal entity by matching the relative sensitivity of asset and
liability values to interest rate changes, or controlling "duration mismatch" of
assets and liability duration targets. In certain markets, capital market
limitations that hinder our ability to acquire assets that approximate the
duration of some of our liabilities are considered in setting duration targets.
We consider risk-based capital and tax implications as well as current market
conditions in our asset/liability management strategies.

We assess the impact of interest rate movements on the value of our financial
assets, financial liabilities and derivatives using hypothetical test scenarios
that assume either upward or downward 100 basis point parallel shifts in the
yield curve from prevailing interest rates, reflecting changes in either credit
spreads or the risk-free rate. The following table sets forth the net estimated
potential loss in fair value on these financial instruments from a hypothetical
100 basis point upward shift as of December 31, 2021 and 2020. This table is
presented on a gross basis and excludes offsetting impacts to insurance
liabilities that are not considered financial liabilities under U.S GAAP. This
scenario results in the greatest net exposure to interest rate risk of the
hypothetical scenarios tested at those dates. While the test scenario is for
illustrative purposes only and does not reflect our expectations regarding
future interest rates or the performance of fixed income markets, it is a
near-term, reasonably possible hypothetical change that illustrates the
potential impact of such events. These test scenarios do not measure the changes
in value that could result from non-parallel shifts in the yield curve which we
would expect to produce different changes in discount rates for different
maturities. As a result, the actual loss in fair value from a 100 basis point
change in interest rates could be different from that indicated by these
calculations. The estimated changes in fair values are inclusive of any assets
or liabilities held-for-sale, but do not include separate account assets.

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                                                                    As of December 31, 2021                                      As of December 31, 2020(1)
                                                                                             Hypothetical                                                  Hypothetical
                                                                            Fair              Change in                                   Fair              Change in
                                                       Notional            Value              Fair Value             Notional            Value              Fair Value
                                                                                                        (in millions)
Financial assets with interest rate risk:
Fixed maturities(2)                                                     $ 415,769          $     (43,547)                             $ 440,531          $     (47,271)
Commercial mortgage and other loans                                        67,998                 (3,069)                                68,676        

(3,010)

Derivatives with interest rate risk:
Swaps                                                $ 269,823             (1,748)                (5,389)          $ 244,020              3,457                 (6,039)
Futures                                                 25,122                 57                 (1,327)             21,454                 79                 (1,191)
Options                                                 97,101               (187)                  (209)             52,093              1,384                   (616)
Forwards                                                38,394               (159)                   (73)             41,214                 86                    (49)
Synthetic GICs                                          81,984                  1                      0              86,264                  0                      0
Variable annuity and other living benefit
feature embedded derivatives                                              (13,231)                 5,807                                (18,879)                 7,720
Indexed universal life contracts                                           (1,436)                   205                                 (1,334)                   170
Indexed annuity contracts                                                  (2,041)                  (344)                                  (580)                  (115)
Total embedded derivatives(3)                                             (16,708)                 5,668                                (20,793)                 7,775
Financial liabilities with interest rate
risk(4):
Short-term and long-term debt                                              22,648                  4,231                                 24,408        

4,873

Policyholders' account balances-investment
contracts                                                                 103,064                  3,520                                110,473                  3,791
Net estimated potential loss                                                               $     (40,195)                                                $     (41,737)


__________
(1)Prior period amounts have been updated to conform to current period
presentation.
(2)Includes assets classified as "Fixed maturities, available-for-sale, at fair
value," "Assets supporting experience-rated contractholder liabilities, at fair
value" and "Fixed maturities, trading, at fair value." Approximately $386
billion and $413 billion as of December 31, 2021 and 2020, respectively, of
fixed maturities are classified as available-for-sale.
(3)Excludes any offsetting impact of derivative instruments purchased to hedge
changes in the embedded derivatives. Amounts reported net of third-party
reinsurance.
(4)Excludes approximately $356 billion and $360 billion as of December 31, 2021
and 2020, respectively, of insurance reserve and deposit liabilities which are
not considered financial liabilities. We believe that the interest rate
sensitivities of these insurance liabilities would serve as an offset to the net
interest rate risk of the financial assets and liabilities, including investment
contracts.

Under U.S. GAAP, the fair value of the embedded derivatives for certain features
associated with variable annuity, indexed universal life, and indexed annuity
contracts, reflected in the table above, includes the impact of the market's
perception of our NPR. For more information on NPR related to the sensitivity of
the embedded derivatives to our NPR credit spread, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Accounting
Policies & Pronouncements-Application of Critical Accounting
Estimates-Sensitivities for Insurance Assets and Liabilities" above.

For an additional discussion of our variable annuity optional living benefit
guarantees accounted for as embedded derivatives and related derivatives used to
hedge the changes in fair value of these embedded derivatives, see "Market Risk
Related to Certain Variable Annuity Products" below. For additional information
about the key estimates and assumptions used in our determination of fair value,
see Note 6 to the Consolidated Financial Statements. For information on the
impacts of a sustained low interest rate environment, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Executive Summary-Impact of a Low Interest Rate Environment" above.

Market Risk Related to Equity Prices


We have exposure to equity risk through asset/liability mismatches, including
our investments in equity securities held in our general account investment
portfolio and unhedged exposure in our insurance liabilities, principally
related to certain variable annuity living benefit feature embedded derivatives.
Our equity-based derivatives primarily hedge the equity risk embedded in these
living benefit feature embedded derivatives, and are also part of our capital
hedging program. Changes in equity prices create risk that the resulting changes
in asset values will differ from the changes in the value of the liabilities
relating to the underlying or hedged products. Additionally, changes in equity
prices may impact other items including, but not limited to, the following:

•Asset-based fees earned on assets under management or contractholder account
value;

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•Estimated total gross profits and the amortization of deferred policy
acquisition and other costs; and

•Net exposure to the guarantees provided under certain products.


We manage equity risk against benchmarks in respective markets. We benchmark our
return on equity holdings against a blend of market indices, mainly the S&P 500
and Russell 2000 for U.S. equities. We benchmark foreign equities against the
Tokyo Price Index, and the MSCI EAFE, a market index of European, Australian,
and Far Eastern equities. We target price sensitivities that approximate those
of the benchmark indices.

We estimate our equity risk from a hypothetical 10% decline in equity benchmark
market levels. The following table sets forth the net estimated potential loss
in fair value from such a decline as of December 31, 2021 and 2020. While these
scenarios are for illustrative purposes only and do not reflect our expectations
regarding future performance of equity markets or of our equity portfolio, they
represent near-term reasonably possible hypothetical changes that illustrate the
potential impact of such events. These scenarios consider only the direct impact
on fair value of declines in equity benchmark market levels and not changes in
asset-based fees recognized as revenue, changes in our estimates of total gross
profits used as a basis for amortizing deferred policy acquisition and other
costs, or changes in any other assumptions such as market volatility or
mortality, utilization or persistency rates in our variable annuity contracts
that could also impact the fair value of our living benefit features. In
addition, these scenarios do not reflect the impact of basis risk, such as
potential differences in the performance of the investment funds underlying the
variable annuity products relative to the market indices we use as a basis for
developing our hedging strategy. The impact of basis risk could result in larger
differences between the change in fair value of the equity-based derivatives and
the related living benefit features in comparison to these scenarios. In
calculating these amounts, we include assets and liabilities held-for-sale, but
exclude separate account equity securities.

                                                               As of December 31, 2021                                     As of December 31, 2020(1)
                                                                                       Hypothetical                                                  Hypothetical
                                                                      Fair              Change in                                   Fair              Change in
                                                  Notional            Value             Fair Value             Notional             Value             Fair Value
                                                                                                   (in millions)
Equity securities(2)                                               $ 11,296          $      (1,130)                              $ 10,041          $    

(1,004)

Equity-based derivatives(3)                     $ 103,944            (1,095)                  (934)          $   64,407              (557)       

1,800

Variable annuity and other living benefit
feature embedded derivatives                                        (13,231)                (1,563)                               (18,879)      

(1,921)

Indexed universal life contracts                                     (1,436)                    54                                 (1,334)                    59
Indexed annuity contracts                                            (2,041)                   680                                   (580)                   186
Total embedded derivatives(3)(4)                                    (16,708)                  (829)                               (20,793)                (1,676)
Net estimated potential loss                                                         $      (2,893)                                                $        (880)


__________
(1)Prior period amounts have been updated to conform to current period
presentation.
(2)Includes equity securities classified as "Assets supporting experience-rated
contractholder liabilities" and "Equity securities, at fair value."
(3)The notional and fair value of equity-based derivatives and the fair value of
embedded derivatives are also reflected in amounts under "Market Risk Related to
Interest Rates" above, and are not cumulative.
(4)Excludes any offsetting impact of derivative instruments purchased to hedge
changes in the embedded derivatives. Amounts reported net of third-party
reinsurance.

Market Risk Related to Foreign Currency Exchange Rates


As a U.S.-based company with significant business operations outside of the
U.S., particularly in Japan, we are exposed to foreign currency exchange rate
risk related to these operations, as well as in our general account investment
portfolio and other proprietary investment portfolios.

For our international insurance operations, changes in foreign currency exchange
rates create risk that we may experience volatility in the U.S.
dollar-equivalent earnings and equity of these operations. We actively manage
this risk through various hedging strategies, including the use of foreign
currency hedges and through holding U.S. dollar-denominated securities in the
investment portfolios of certain of these operations. Additionally, our Japanese
insurance operations offer a variety of non-yen denominated products which are
supported by investments in corresponding currencies. While these non-yen
denominated assets are economically matched to the currency of the product
liabilities, the accounting treatment may differ for changes in the value of
these assets and liabilities due to moves in foreign currency exchange rates,
resulting in volatility in reported U.S. GAAP earnings. This volatility has been
mitigated by disaggregating the U.S. and Australian dollar-denominated
businesses in Gibraltar Life into separate divisions, each with its own
functional currency that aligns with the underlying products and investments.
For certain of our international insurance operations outside of Japan, we elect
to not hedge the risk of changes in our equity investments due to foreign
exchange rate movements. For further information, see "Management's Discussion
and
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  Table of Contents
Analysis of Financial Condition and Results of Operations-Impact of Foreign
Currency Exchange Rates-Impact of products denominated in non-local currencies
on U.S. GAAP earnings" above.

For our domestic general account investment portfolios supporting our U.S.
insurance operations and other proprietary investment portfolios, our foreign
currency exchange rate risk arises primarily from investments that are
denominated in foreign currencies. We manage this risk by hedging substantially
all domestic foreign currency denominated fixed income investments into U.S.
dollars. We generally do not hedge all of the foreign currency risk of our
investments in equity securities of unaffiliated foreign entities.

We manage our foreign currency exchange rate risks within specified limits, and
estimate our exposure, excluding equity in our Japanese insurance operations, to
a hypothetical 10% change in foreign currency exchange rates. The following
table sets forth the net estimated potential loss in fair value from such a
change as of December 31, 2021 and 2020. While these scenarios are for
illustrative purposes only and do not reflect our expectations regarding future
changes in foreign exchange markets, they represent reasonably possible
near-term hypothetical changes that illustrate the potential impact of such
events.

                                                                As of December 31, 2021                  As of December 31, 2020
                                                                               Hypothetical                             Hypothetical
                                                              Fair              Change in              Fair              Change in
                                                              Value             Fair Value             Value             Fair Value
                                                                                          (in millions)

Unhedged portion of equity investment in international
subsidiaries and foreign currency denominated investments
in domestic general account portfolio

                      $  3,375         

$ 338 $ 3,490 $ 349

For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations-General Account
Investments-Portfolio Composition" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Results of Operations by
Segment-International Businesses" above.

Derivatives


We use derivative financial instruments primarily to reduce market risk from
changes in interest rates, equity prices and foreign currency exchange rates,
including their use to alter interest rate or foreign currency exposures arising
from mismatches between assets and liabilities. Our derivatives primarily
include swaps, futures, options and forward contracts that are exchange-traded
or contracted in the OTC market.

Our derivatives also include interest rate guarantees we provide on our
synthetic GIC products. Synthetic GICs simulate the performance of traditional
insurance-related GICs but are accounted for as derivatives under U.S. GAAP due
to the fact that the policyholders own the underlying assets, and we only
provide a book value "wrap" on the customers' funds, which are held in a
client-owned trust. Since these wraps provide payment of guaranteed principal
and interest to the customer, changes in interest rates create risk such that
declines in the market value of customers' funds would increase our net exposure
to these guarantees; however, our obligation is limited to payments that are in
excess of the existing customers' fund value. Additionally, we have the ability
to periodically reset crediting rates, subject to a 0% minimum floor, as well as
the ability to increase prices. Further, our contract provisions provide that,
although participants may withdraw funds at book value, contractholder
withdrawals may only occur at market value immediately, or at book value over
time. These factors, among others, result in these contracts experiencing
minimal changes in fair value, despite a more significant notional value.

Our derivatives also include those that are embedded in certain financial
instruments, and primarily relate to certain optional living benefit features
associated with our variable annuity products, as discussed in more detail in
"Market Risk Related to Certain Variable Annuity Products" below. For additional
information on our derivative activities, see Note 5 to the Consolidated
Financial Statements.

Market Risk Related to Certain Variable Annuity Products


The primary risk exposures of our variable annuity contracts relate to actual
deviations from, or changes to, the assumptions used in the original pricing of
these products, including capital markets assumptions, such as equity market
returns, interest rates and market volatility and actuarial assumptions. For our
capital markets assumptions, we manage our exposure to the risk created by
capital markets fluctuations through a combination of product design elements,
such as an automatic rebalancing element and inclusion of certain optional
living benefits in our living benefits hedging program. In addition, we consider
external reinsurance a form of risk mitigation as well as our capital hedge
program. Certain variable annuity optional living benefit features are accounted
for as embedded derivatives and recorded at fair value. The market risk
sensitivities
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associated with U.S. GAAP values of both the embedded derivatives and the
related derivatives used to hedge the changes in fair value of these embedded
derivatives are provided under "Market Risk Related to Interest Rates" and
"Market Risk Related to Equity Prices" above.

For additional information regarding our risk management strategies, including
our living benefit hedging program and other product design elements, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Results of Operations by Segment-Individual Annuities" above.

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Table of Contents

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