TABLE OF CONTENTS

                                                                          Page
  Overview                                                                  54
  Outlook                                                                   54
  Industry Trends                                                           56
  Impact of a Low Interest Rate Environment                                 

56


  Results of Operations                                                     

59


  Consolidated Results of Operations                                        

59


  Segment Results of Operations                                             

60


  Segment Measures                                                          

62


  Impact of Foreign Currency Exchange Rates                                 

63


  Accounting Policies & Pronouncements                                      

66


  Application of Critical Accounting Estimates                              

66


  Adoption of New Accounting Pronouncements                                 

76


  Results of Operations by Segment                                          77
  PGIM                                                                      77
  U.S. Businesses                                                           81
  Retirement                                                                82
  Group Insurance                                                           83
  Individual Annuities                                                      85
  Individual Life                                                           90
  Assurance IQ                                                              92
  International Businesses                                                  93
  Corporate and Other                                                       96
  Divested and Run-off Businesses                                           97
  Closed Block Division                                                     98
  Income Taxes                                                              99

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

99


  Valuation of Assets and Liabilities                                      

101


  General Account Investments                                              

103


  Liquidity and Capital Resources                                          124
  Ratings                                                                  138
  Contractual Obligations                                                  140
  Off-Balance Sheet Arrangements                                           141
  Risk Management                                                          141



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 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 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,
2018 in comparison to the year ended December 31, 2017 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, 2018.

                                    Overview

Our principal operations are comprised of PGIM (our global investment management
business), our U.S. Businesses (consisting of our U.S. Workplace Solutions, U.S.
Individual Solutions, and Assurance IQ divisions), our International Businesses,
the Closed Block division, and our Corporate and Other operations. The U.S.
Workplace Solutions division consists of our Retirement and Group Insurance
businesses, the U.S. Individual Solutions division consists of our Individual
Annuities and Individual Life businesses, and the Assurance IQ division consists
of our Assurance IQ business. In October 2019, we completed the acquisition of
Assurance IQ, Inc. ("Assurance IQ"), a leading consumer solutions platform that
offers a range of solutions that help meet consumers' financial needs (see Note
1 to the Consolidated Financial Statements for additional information). 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. Our Corporate and Other operations include corporate items
and initiatives that are not allocated to business segments and businesses that
have been or will be divested or placed in run-off, excluding the Closed Block
division. 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.

Management expects that results in 2020 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"), 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. The
Assurance IQ acquisition accelerates our ability to sell solutions across a
broad socio-economic spectrum. We aim to expand our addressable market, build
deeper and longer-lasting relationships with customers and clients, and make a
meaningful difference in the financial wellness of their lives.

In order to further increase our competitive advantage, we are working to
enhance the experience of our customers and the capabilities of our businesses,
which we expect will also help us realize improved margins. In 2019, we
announced programs we have launched in pursuit of these objectives that will
result in multi-year investments in technology, systems and employee reskilling,
as well as severance and related charges. Over the next several years, we will
also see significant expense efficiencies resulting from these investments.
During 2019, we incurred significant implementation costs related to these
programs, which reflected an acceleration of spending that the Company announced
in December 2019 that brought forward a portion of the expected implementation
costs and is also expected to drive faster realization of projected margin
improvement. Implementation costs were approximately $365 million in the fourth
quarter of 2019, and approximately $400 million for the full year 2019,
including a charge related to the Company's Voluntary Separation Program offered
to certain eligible U.S.-based employees. The voluntary separation program
excluded senior executives and employees in certain roles (including employees
in our PGIM investment businesses). The employment end dates for the employees
that applied to participate in the program and whose applications were accepted
by management are expected to occur between February and September of 2020.


Outlook



We feel confident about our prospects for the future supported by our integrated
and complementary businesses. Specific outlook considerations for each of our
businesses include the following:


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PGIM. Our global investment management business, PGIM, is focused on

maintaining strong investment performance while leveraging the scale of

its approximately $1.308 trillion of assets under management through its

distinctive multi-manager model. In addition to providing solutions for

its third-party clients, PGIM provides our U.S. and International

Businesses with a competitive advantage through its investment expertise

across a broad array of asset classes. PGIM is making targeted

investments to further diversify its product offerings, expand its global

investment and distribution footprint, selectively acquire new investment

capabilities (see "-Results of Operations by Segment" below for

information on our strategic acquisitions), and further strengthen

external recognition as a leading global asset manager. These

capabilities will enable PGIM to continue to meet our clients' evolving

needs and, in turn, to generate flows across multiple asset classes,


        client segments and geographies. Underpinning our growth strategy is our
        ability to continue to deliver robust investment performance, and to
        attract and retain high-caliber investment talent. While we are

experiencing fee pressures in some strategies, our average fee yield has

remained relatively flat due to new flows coming into higher fee yielding

strategies within fixed income, equities and alternatives such as real

estate and private fixed income, and because of our diverse business


        profile.



• U.S. Businesses:



U.S. Workplace Solutions. In our Retirement business, we continue to provide
products that respond to the needs of plan sponsors to manage risk and control
their benefit costs, while ensuring we maintain appropriate pricing and return
expectations under changing market conditions. We expect to continue to be a
market leader in pension risk transfer because of our differentiated
capabilities and demonstrated execution in this business. We expect, however,
that growth will not be linear given the episodic nature of larger cases. In
addition, while we foresee continuation of the spread and fee compression that
we have been experiencing in our full-service business, we believe these are
manageable headwinds and we have experienced strong deposits and sales in recent
years. In our Group Insurance business, we are focused on expanding our Premier
market segment and affinity relations, while maintaining a leadership position
in the National segment. Our continued pricing discipline has resulted in
improvements to our benefits ratio. In both Retirement and Group Insurance, we
believe our integrated solutions for helping to improve the financial wellness
of individuals at the workplace differentiates us in the market and helps us
build deeper customer relationships. Over time, this should result in
accelerated revenue growth.

U.S. Individual Solutions. Our Individual Annuities business remains

focused on helping its customers meet their investment and retirement

needs. We remain focused on offering a broad range of solutions that

enable us to realize appropriate returns for the current environment and


        provide a strong value proposition for our customers. As we execute on
        our product diversification strategy, we expect a natural reduction in
        average fee rates due to the maturation of the existing block and due to
        sales of newer products which generally have lower rate structures. Our
        Individual Life business is continuing to execute on its product
        diversification strategy in order to maintain a diversified product mix
        and an attractive risk profile. We continue to deepen relationships with
        distribution partners while developing a more customer-oriented
        experience. As we grow our business, we are remaining disciplined in our

pricing. In the longer term, we believe our ability to provide additional


        solutions to the employees of our Workplace Solutions businesses and to
        other retail customers should increase revenues in our Individual
        Solutions businesses. We also expect to offer Individual Solutions
        products on the Assurance IQ platform over time.


• Assurance IQ. In October 2019, we completed the acquisition of Assurance

IQ. Launched in 2016, Assurance IQ leverages data science and technology

to distribute third-party life, health, Medicare and property and

casualty products directly to retail shoppers primarily through its

digital and independent agent channels. We expect that the acquisition of

Assurance IQ will enhance the growth of our U.S. Businesses and generate


        cost synergies. We also believe that Assurance IQ has the potential to
        enhance the growth of our International Businesses over time. See Note 1
        to the Consolidated Financial Statements for additional information about

the acquisition, including the purchase consideration. See "Business" for


        a description of the business and "Risk Factors" for a description of the
        risks associated with the acquisition.



•       International Businesses. Our International Businesses includes our

world-class Japanese life insurance operation as well as other operations

in select markets. We continue to concentrate on deepening our presence

in Japan and other existing markets, while also expanding our presence in

select high-growth markets. We continue to focus on protection solutions

and we innovate as clients' needs evolve. The returns on our death

protection products are largely driven by mortality margins which

mitigates the exposure of results to the current low interest rate

environment. Over the last few years, our sales mix in Japan has shifted

to U.S. dollar-denominated products and we expect this trend to continue

in the near-term. We are also focused on achieving scale in select growth

markets outside of Japan. We regularly review our existing businesses and

may seek to deploy capital in support of our strategy or to exit an

operation if it is determined that it no longer aligns with our broader

strategy. We continue to invest in our businesses and assess acquisition





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opportunities to build scale, complement our businesses, and support our long-term growth aspirations. For additional information on our strategic acquisitions and dispositions, see "-Results of Operations by Segment" below.

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. remain lower than historical
levels, which may continue to negatively impact our portfolio income yields and
our net investment spread results among other factors. 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, continue to operate in a low interest rate environment. Although the
local market in Japan has operated in a low interest rate environment for years,
as discussed under "Impact of a Low Interest Rate Environment" below, the
current reinvestment yields for certain blocks of business are now generally
lower than the current portfolio yields supporting these blocks of business,
which may negatively impact our net investment spread results. The continued
level of interest rates in the U.S., along with their relation to interest rates
in Japan, may impact the relative attractiveness of U.S. dollar-denominated
products compared to yen-denominated products in Japan. 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.

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 phenomenon of the risk and
responsibility of retirement savings shifting from employers to employees,
employers are becoming increasingly focused 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 programs,
have led to a growing demand for insurance products with a significant savings
element to meet savings and retirement needs as the population prepares for
retirement. We are seeing a similar shift to retirement-oriented products across
other Asian markets, including Korea and Taiwan, each of which also has an aging
population.

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;

• insurance reserve levels, market experience true-ups and amortization


           of both deferred policy acquisition costs ("DAC") and value of
           business acquired ("VOBA");



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• 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 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. 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
rise, our reinvestment yield may exceed the overall portfolio yield resulting in
a favorable impact to earnings. Conversely, if interest rates were to decline,
our reinvestment yield may be below our overall portfolio yield, resulting in an
unfavorable impact to earnings.

For the general account supporting our U.S. Individual Solutions division, U.S.
Workplace Solutions division and our Corporate and Other operations, we estimate
annual principal payments and prepayments that we would be required to reinvest
to be approximately 6.4% of the fixed maturity security and commercial mortgage
loan portfolios through 2021. The portion of the general account attributable to
these operations has approximately $222 billion of such assets (based on net
carrying value) as of December 31, 2019. The average portfolio yield for fixed
maturity securities and commercial mortgage loans is approximately 4.2%, as of
December 31, 2019.

Included in the $222 billion of fixed maturity securities and commercial
mortgage loans are approximately $146 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 $146 billion, approximately 58% 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, 2019
                                                                         (in billions)
Long-duration insurance products with fixed and guaranteed terms     $      

136

Contracts with adjustable crediting rates subject to guaranteed minimums

58


Participating contracts where investment income risk ultimately
accrues to contractholders                                                            15
Total                                                                $               209



The $136 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 $58 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, 2019, and the respective guaranteed minimums.

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                                             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%               $         0.7         $       1.2         $         0.5         $       0.1       $        0.0     $    2.5
1.00% - 1.99%                           1.0                 4.0                  11.2                 2.4                1.0         19.6
2.00% - 2.99%                           1.2                 0.9                   0.5                 2.7                1.1          6.4
3.00% - 4.00%                          26.3                 2.0                   0.1                 0.2                0.0         28.6
Greater than 4.00%                      0.9                 0.0                   0.0                 0.0                0.0          0.9
Total(1)                      $        30.1         $       8.1         $        12.3         $       5.4       $        2.1     $   58.0
Percentage of total                      52 %                14 %                  21 %                 9 %                4 %        100 %


 __________

(1) Includes approximately $0.66 billion related to contracts that impose a

market value adjustment if the invested amount is not held to maturity.





The remaining $15 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
1.85% (which is reasonably consistent with recent rates) for the period from
January 1, 2020 through December 31, 2020 (and credit spreads remain unchanged
from levels as of December 31, 2019), 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 $40
million and $60 million for the period from January 1, 2020 through December 31,
2020.

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.

Closed Block Division
Substantially all of the $60 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 further
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 regularly examine
our product offerings and their profitability. As a result, we have repriced
certain products, adjusted commissions for certain products and have
discontinued 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

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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, 2019
                                                                         (in billions)
Insurance products with fixed and guaranteed terms                   $      

127

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

26


Contracts with adjustable crediting rates subject to guaranteed
minimums                                                                              11
Total                                                                $               164



Of the $127 billion above, $126 billion is 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 $26 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 0.40% and the 10-year U.S. Treasury rate is 1.85% (which is
reasonably consistent with recent rates) for the period from January 1, 2020
through December 31, 2020 (and credit spreads remain unchanged from levels as of
December 31, 2019), 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 $40
million and $60 million for the period from January 1, 2020 through December 31,
2020.

                             Results of Operations

Consolidated Results of Operations

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



                                                              Year ended December 31,
                                                           2019         2018         2017

                                                                   (in millions)
Revenues                                                $ 64,807     $ 62,992     $ 59,689
Benefits and expenses                                     59,722       58,158       53,202
Income (loss) before income taxes and equity in
earnings of operating joint ventures                       5,085        4,834        6,487
Income tax expense (benefit)                                 947          

822 (1,438 ) Income (loss) before equity in earnings of operating joint ventures

                                             4,138        

4,012 7,925 Equity in earnings of operating joint ventures, net of taxes

                                                     100           76           49
Net income (loss)                                          4,238        4,088        7,974
Less: Income attributable to noncontrolling interests         52           14          111
Net income (loss) attributable to Prudential
Financial, Inc.                                         $  4,186     $  4,074     $  7,863

2019 to 2018 Annual Comparison. The $112 million increase in "Net income (loss) attributable to Prudential Financial, Inc." reflected the following notable items:

$1,624 million favorable variance, on a pre-tax basis, from adjustments to

reserves as well as DAC and other costs, reflecting the impact of our

annual reviews and update of assumptions and other refinements. This

excludes the impact associated with the variable annuity hedging program


       discussed below (see "-Results of Operations by Segment-U.S.
       Businesses-U.S. Individual Solutions Division-Individual Annuities" for
       additional information);



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$954 million favorable variance, on a pre-tax basis, from unrealized gains

(losses) from equity securities recorded within "Other income (loss)" for


       PFI excluding our Divested and Run-off Businesses; and


•      $642 million net favorable variance, on a pre-tax basis, primarily from

income in the current period from our Divested and Run-off Businesses

compared to a loss in the prior period, excluding the impact of our annual

reviews and update of assumptions and other refinements, as discussed


       above.



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

$1,492 million unfavorable variance from net pre-tax realized investment

gains and losses for PFI excluding our Divested and Run-off Businesses,

and excluding the impact of the hedging program associated with certain

variable annuities discussed below (see "-General Account Investments" for

additional information);

$1,169 million unfavorable variance, on a pre-tax basis, reflecting the


       net impact from changes in the value of our embedded derivatives and
       related hedge positions associated with certain variable annuities (see
       "-Results of Operations by Segment-U.S. Businesses-U.S. Individual
       Solutions Division-Individual Annuities-Variable Annuity Risks and Risk
       Mitigants" for additional information);

$272 million unfavorable variance, on a pre-tax basis, driven by market

experience updates; and

$125 million unfavorable variance from higher income tax expense primarily

due to the impact of tax reform and certain other tax matters on the

prior year period (see Note 16 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 our Consolidated
Statements of Operations.


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                                                                Year ended December 31,
                                                             2019        2018        2017
                                                                     (in millions)
Adjusted operating income before income taxes by
segment:
PGIM                                                       $   998     $   959     $   979
U.S. Businesses:
U.S. Workplace Solutions division:
Retirement                                                   1,301       1,049       1,244
Group Insurance                                                285         229         253
Total U.S. Workplace Solutions division                      1,586       1,278       1,497
U.S. Individual Solutions division:
Individual Annuities                                         1,843       1,925       2,198
Individual Life                                                 87         223        (191 )
Total U.S. Individual Solutions division                     1,930       2,148       2,007
Assurance IQ division:
Assurance IQ                                                    (9 )         0           0
Total Assurance IQ division(1)                                  (9 )         0           0
Total U.S. Businesses                                        3,507       3,426       3,504
International Businesses                                     3,359       3,266       3,198
Corporate and Other                                         (1,766 )   

(1,283 ) (1,437 ) Total segment adjusted operating income before income taxes

                                                        6,098       6,368       6,244
Reconciling items:
Realized investment gains (losses), net, and related
adjustments(2)                                                (764 )       

466 (417 ) Charges related to realized investment gains (losses), net(3)

                                                        (125 )      (316 )       544
Market experience updates(4)                                  (462 )         0           0
Divested and Run-off Businesses(5):
Closed Block division                                           36         (62 )        45
Other Divested and Run-off Businesses                          452      (1,535 )        38
Other adjustments(6)                                           (47 )         0           0

Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests(7) (103 ) (87 ) 33 Consolidated income (loss) before income taxes and equity in earnings of operating joint ventures

$ 5,085     $ 

4,834 $ 6,487

__________

(1) Assurance IQ was acquired by the Company in October 2019. See Note 1 to the

Consolidated Financial Statements and "-Assurance IQ" for additional

information.

(2) Represents "Realized investment gains (losses), net," and related

adjustments. See "-General Account Investments" and Note 22 to the

Consolidated Financial Statements for additional information. Prior period

amounts have been updated to conform to current period presentation.

(3) 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").

(4) 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. The

Company had historically recognized these impacts in adjusted operating

income. See Note 22 to the Consolidated Financial Statements for additional

information.

(5) 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.

(6) Represents adjustments not included in the above reconciling items. "Other

adjustments" 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
    contingent consideration. See Note 22 to the Consolidated Financial
    Statements.

(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.

Segment results for 2019 presented above reflect the following:

PGIM. Results for 2019 increased in comparison to 2018, primarily reflecting
higher asset management fees and other related revenues, partially offset by
higher expenses.


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Retirement. Results for 2019 increased in comparison to 2018, primarily
reflecting a favorable comparative net impact from our annual reviews and update
of assumptions and other refinements, and higher net investment spread results.
This increase was partially offset by higher expenses and less favorable reserve
experience.

Group Insurance. Results for 2019 increased in comparison to 2018, primarily
reflecting more favorable underwriting results, higher net investment spread
results and lower expenses, partially offset by an unfavorable comparative net
impact from our annual reviews and update of assumptions and other refinements.

Individual Annuities. Results for 2019 decreased in comparison to 2018,
inclusive of an unfavorable comparative net impact from our annual reviews and
update of assumptions and other refinements. Excluding this item, the results
decreased primarily driven by lower fee income, net of distribution expenses and
other associated costs, and higher expenses, partially offset by higher net
investment spread results, and an unfavorable impact from changes in market
conditions on the estimates of profitability in the prior period, which
beginning with the second quarter of 2019 is excluded from adjusted operating
income (see Note 22 to the Consolidated Financial Statements for further
information).

Individual Life. Results for 2019 decreased in comparison to 2018, primarily reflecting unfavorable comparative net impacts from our annual reviews and update of assumptions and other refinements.



Assurance IQ. Results for the period from October 10, 2019 ("acquisition date")
to December 31, 2019 were $(9) million. This reflects the starting period of
Assurance IQ's earnings with Prudential and includes net revenues more than
offset by operating expenses as well as amortization expenses related to
intangible assets recognized as part of purchase accounting (see Note 1 and Note
10 to the Consolidated Financial Statements for additional information).

International Businesses. Results for 2019 increased in comparison to 2018,
inclusive of favorable net impacts from foreign currency exchange rates and
favorable comparative net impacts from our annual reviews and update of
assumptions and other refinements. Excluding these items, the results decreased
primarily reflecting higher expenses, partially offset by favorable impacts from
business growth, more favorable underwriting results, and higher net investment
spread results.

Corporate and Other. Results for 2019 reflected increased losses in comparison
to 2018, driven by higher corporate expenses, including implementation costs for
certain programs that are expected to result in margin improvements (see
"-Overview" above), higher capital debt interest expense and lower income from
our qualified pension plan, partially offset by higher net investment income.

Closed Block Division. Results for 2019 increased in comparison to 2018,
primarily driven by an increase in net realized investment gains and related
activity, higher net investment income, and an increase in net insurance
activity including dividends to policyholders, partially offset by an increase
on 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 further 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.


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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.

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
which 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 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 and Korea.

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,
                                                                     2019       2018
                                                                      (in billions)
Foreign currency hedging instruments:
Hedging USD-equivalent earnings:
Forward currency contracts (notional amount outstanding)           $    0.6    $  1.3
Hedging USD-equivalent equity:
USD-denominated assets held in yen-based entities(1)                   13.1 

13.5


Dual currency and synthetic dual currency investments(2)                0.6 

0.6

Total USD-equivalent equity foreign currency hedging instruments 13.7


     14.1
Total foreign currency hedges                                      $   14.3    $ 15.4


__________

(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 $57.8 billion

and $48.9 billion as of December 31, 2019 and 2018, 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.




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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 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. Those hedges are
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 certain of these segments' non-USD-denominated earnings are
translated at fixed currency exchange rates. The financial results of our
Retirement segment reflected the impact of an intercompany foreign currency
exchange arrangement with our Corporate and Other operations in 2017 prior to
its termination effective January 1, 2018. This foreign currency exchange risk
is now managed within our Retirement segment using a strategy that may include
external hedges. Results of our Corporate and Other operations include any
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 segment 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 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 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, 2019, approximately 12% of the segment's earnings were yen-based
and, as of December 31, 2019, we have hedged 100%, 72% and 28% of expected
yen-based earnings for 2020, 2021 and 2022, 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 segment's
results for 2019, 2018 and 2017 reflect the impact of translating
yen-denominated earnings at fixed currency exchange rates of 105, 111, and 112
yen per USD, respectively, and Korean won-denominated earnings at fixed currency
exchange rates of 1,110, 1,150, and 1,130 Korean won per USD, respectively. We
expect our 2020 results to reflect the impact of translating yen-denominated
earnings at a fixed currency exchange rate of 104 yen per USD and Korean
won-denominated earnings at a fixed currency exchange rate of 1,090 won 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 Retirement segments and for Corporate and Other operations, reflecting the
impact of these intercompany arrangements.


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                                                                   Year ended December 31,
                                                                2019          2018        2017
                                                                        (in millions)
Segment impacts of intercompany arrangements:
International Businesses                                     $    49       $     10     $    3
PGIM                                                               6              0          0
Retirement(1)                                                      0              0          2
Impact of intercompany arrangements(2)                            55             10          5
Corporate and Other:
Impact of intercompany arrangements(2)                           (55 )          (10 )       (5 )
Settlement gains (losses) on forward currency contracts(3)        67            (13 )      (16 )
Net benefit (detriment) to Corporate and Other                    12            (23 )      (21 )
Net impact on consolidated revenues and adjusted operating
income                                                       $    67       $    (13 )   $  (16 )


__________

(1) Effective January 1, 2018 the intercompany arrangement between our Corporate


    and Other operations and Retirement was terminated and this risk is now
    managed within our Retirement segment using a strategy that may include
    external hedges.

(2) 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.

(3) As of December 31, 2019, 2018 and 2017, the notional amounts of these forward

currency contracts within our Corporate and Other operations were $1.9

billion, $2.6 billion and $2.8 billion, respectively, of which $0.6 billion,

$1.3 billion and $1.5 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, most
notably our Japanese operations, which offer USD- and 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.

In 2015 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 $2.7 billion and $3.2 billion as of December 31, 2019
and 2018, 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 14% of the $2.7 billion balance as of December 31, 2019 will be
recognized in 2020, approximately 12% will be recognized in 2021, and the
remaining balance will be recognized from 2022 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, substantially all 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.


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                      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



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, 2019, DAC and DSI for PFI excluding the Closed
Block division were $19.7 billion and $0.9 billion, respectively, and DAC in our
Closed Block division was $235 million.

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 indexed universal life and fixed indexed
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."


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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,
2019, the excess of actual cumulative earnings over the expected cumulative
earnings was $2,816 million.

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 2% of the
Company's total DAC and DSI balances as of December 31, 2019.

Annual assumptions review and quarterly adjustments



Annually, we perform a 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 resulting in a change to expected
future gross profits and the amortization of DAC and DSI 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 and other costs for our domestic variable annuity and domestic
and international variable life insurance products 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. As of December 31,
2019, our domestic variable annuities and variable life insurance businesses
assume an 8.0% long-term equity expected rate of return and a 3.1% 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 2.2% near-term mean reversion equity expected rate of return.

With regard to interest rate assumptions used in evaluating DAC and DSI, 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 2019 annual
reviews and update

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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 yields unchanged
and continue to grade to rates of 3.75% and 1.30%, 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.

Value of Business Acquired



In addition to DAC and DSI, we also recognize an asset for VOBA. VOBA is an
intangible asset which 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 (see "-Deferred Policy Acquisition Costs and Deferred Sales
Inducements" above for additional information). VOBA is also subject to
recoverability testing. As of December 31, 2019, VOBA was $1.1 billion, and
included $0.8 billion 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 $0.3
billion primarily relates to previously-acquired traditional life, deferred
annuity, defined contribution and defined benefit businesses. 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.

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 all policy charges including 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



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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.
•      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.



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, 2019, represented 45% 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, 2019, represented 23% 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, 2019, represented 5% 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 event.

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,

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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 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, 2019, represented 6% 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. 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 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, 2019, 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 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 liability is determined as the present value
of expected future claim payments and expenses. 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 In Course of Settlement and Claims Incurred But Not 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 Claims In Course of Settlement reserve is based on the inventory of claims
that have been reported but not yet paid. The Claims Incurred But Not Reported
reserve 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, 2019, 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. Most contracts reflect assumptions updated in 2018 due to
recognition of a premium deficiency. The primary assumptions used in
establishing these reserves include interest rate, morbidity, mortality, lapse,
premium rate increase and maintenance expense assumptions. In addition, certain
less significant reserves for our long-term care products, such as our disabled
life reserves, are established using current best estimate actuarial
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, 2019, 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 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.

Profits Followed by Losses



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

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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.

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 ("URR")
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 and DSI 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 fixed 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 impact that could result on each of the
listed financial statement balances for the specified businesses from changes in
certain key assumptions. The information below is for illustrative purposes and
includes only the hypothetical direct impact on December 31, 2019 balances of
changes in a single assumption and not changes in any combination of
assumptions. The figures below are presented in aggregate for those businesses
that are expected to experience a significant positive or negative impact as a
result of the corresponding assumption change. Changes in current assumptions
and the related impact that could result in the listed financial statement
balances that are in excess of the amounts illustrated may occur in future
periods. A description of the estimates and assumptions used in the preparation
of each of these financial statement balances is provided further 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

comprised 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 in the immediately following

table (see "-Sensitivities for the Long-Term Care business within our

Corporate and Other operations"). While the accounting for long-term care

products primarily follows the locked-in assumptions model described above,

as a result of our 2018 annual review and update of assumptions 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, 2019
                                                        Increase (Decrease) in
                                         Deferred Policy
                                           Acquisition        Future Policy
                                         Costs, Deferred      Benefits and
                                        Sales Inducements    Policyholders'
Hypothetical change in current            and Value of           Account
assumptions:                            Business Acquired      Balances(1)        Net Impact
                                                             (in millions)
Long-term interest rate(2):
Increase by 25 basis points             $            65     $           (60 )   $         125
Decrease by 25 basis points             $           (65 )   $            60     $        (125 )

Long-term equity expected rate of
return(3):
Increase by 50 basis points             $           175     $           (50 )   $         225
Decrease by 50 basis points             $          (175 )   $            50     $        (225 )

NPR credit spread(4):
Increase by 50 basis points             $          (390 )   $        (1,895 )   $       1,505
Decrease by 50 basis points             $           435     $         2,070     $      (1,635 )

Mortality(5):
Increase by 1%                          $           (50 )   $           (90 )   $          40
Decrease by 1%                          $            55     $           100     $         (45 )

Lapse(6):
Increase by 10%                         $          (145 )   $          (835 )   $         690
Decrease by 10%                         $           160     $           880     $        (720 )


__________

(1) Includes GMDB/GMIB reserves, embedded derivative liabilities for certain

living benefit guaranteed features, reserves for products with a premium

deficiency, PFL liability, and URR.

(2) Represents the impact of a parallel shift in the long-term interest rate

yield curve for the Individual Life business and the Japanese insurance

operations.

(3) Represents the impact of an increase or decrease in the long-term equity

expected rate of return for the Individual Annuities business.

(4) Represents the impact of an increase or decrease in the NPR credit spread for

the Individual Annuities and Individual Life businesses.

(5) Represents the impact of an increase or decrease in mortality rates for the

Individual Annuities and Individual Life businesses.

(6) Represents the impact of an increase or decrease in lapse rates for the

Individual Annuities and Individual Life businesses.

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



The following table summarizes certain significant assumptions made in
establishing reserves for long-term care products and the net impact that could
result 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 they would not result in an
immediate decrease to our GAAP reserves (given that we would be required to
leave the current assumptions locked-in) and instead 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
and the related impact that could result in the listed financial statement
balances that are in excess of the amounts illustrated may occur in future
periods.

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                                            December 31, 2019
                                                                           Increase
                                                                          (Decrease)
                                                                           in Best
                                                                           Estimate
                                                                           Reserve
                                                                             (in
    Assumption         Current Assumption        Assumption Change        millions)
Mortality            1% per year for 20       Decrease the duration of   ($325) -
Improvement          years                    the 1% improvement per     ($750)
                                              year: 10 years to none
Expected Future      Based on Company and     Increase / decrease in     $525 -
Claim Payments /     industry experience.     expected future claim      ($525)
Base Morbidity       No reflection of         payments: +5% to -5%
                     future claim
                     management
                     efficiencies
Average Ultimate     Individual: 0.8%         -10 basis points to +10    $100 -
Lapse Rate           Group: 0.6%              basis points               ($100)
Investment Rate(1)   Weighted average of      -25 basis points to +25    $425 -
                     5.04%                    basis points               ($425)

Expected Future Approximately $0.8 Decrease / increase $80 - ($80) Premium Rate billion for the rate unapproved rate Increase Approvals increase program(2) 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 assumption for
    investment yields.

(2) Includes expected future premium rate increases and benefit reductions in

lieu of rate increases, not yet approved.

Goodwill



As of December 31, 2019, our goodwill balance of $3,013 million is primarily
reflected in the following reporting units: $2,128 million for Assurance IQ,
$455 million for Retirement's Full Service business, $254 million for PGIM, $156
million for Gibraltar Life and Other, and $10 million for Life Planner.

We test goodwill for impairment on an annual basis, as of December 31 of each
year, or 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 equal to or one level below our
operating segments. We performed a qualitative assessment of goodwill reflected
in the Assurance IQ reporting unit and concluded there were no circumstances
since the October 2019 acquisition that indicated the need for a further
quantitative assessment. Our other reporting units elected to perform the
quantitative two step test. For additional information on goodwill and the
process for testing goodwill for impairment, see Note 2 and Note 10 to the
Consolidated Financial Statements.

Life Planner, Gibraltar Life and Other, and PGIM completed a quantitative
impairment analysis using an earnings multiple approach. The earnings multiple
approach derives the value of a business based on comparison to publicly-traded
comparable companies in similar lines of business. Each comparable company is
analyzed based on various factors, including, but not limited to, financial
risk, size, geographic diversification, profitability, adequate financial data,
and an actively traded stock price. A multiple of price to earnings is developed
for the comparable companies using independent analysts' consensus estimates for
each company's 2020 forecasted earnings. The multiples are then aggregated and a
mean and median multiple is calculated for the group. The lower of the mean or
median multiple is then applied to the 2020 forecasted earnings of the reporting
unit to develop a value. A control premium is then added to determine a total
estimated fair value for the reporting unit.

In Retirement's Full Service business, the quantitative impairment analysis was
completed using a discounted cash flow approach. This approach calculates the
value of a business by applying a discount rate reflecting a market expected
rate of return of the reporting unit to its projected future cash flows. These
projected future cash flows were based on our internal forecasts, an expected
growth rate and a terminal value. The reporting unit expected rate of return
represents the required rate of return on its total capitalization. The process
of deriving reporting unit specific required rates of return begins with the
calculation of an overall Company Weighted Average Cost of Capital, which
includes the calculation of the required return on equity using a Capital Asset
Pricing Model ("CAPM"). The CAPM is a generally accepted method for estimating
an equity investor's return requirement, and hence a company's cost of equity
capital. The calculation using the CAPM begins with the long-term risk-free rate
of return, then applies a market risk premium for large company common stock, as
well as company specific adjustments to address volatility versus the market.
The Company then determines reporting unit specific required rates of return
based on their relative volatilities, benchmarks results against reporting unit
comparable companies, and ensures that the sum of the reporting unit required
returns (after considering the impact of unallocated Corporate costs and
capital) add up to the overall Company required return. This

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process results in reporting unit specific discount rates which are then applied to the expected future cash flows of Retirement's Full Service business to estimate fair value.



After completion of the first step of the quantitative tests, the fair values
exceeded the carrying amounts for each of the four reporting units tested and we
concluded there was no impairment as of December 31, 2019. PGIM, Life Planner,
Gibraltar Life and Other, and Retirement's Full Service business had estimated
fair values that exceeded their carrying amounts by a weighted average of 223%.
Completion of the second step of the quantitative analysis is therefore not
necessary.

Estimating the fair value of reporting units is a subjective process that
involves the use of significant estimates by management. For all reporting units
tested, market declines or other events impacting the fair value of these
businesses, including discount rates, interest rates and growth rate assumptions
or increases in the level of equity required to support these businesses, could
result in goodwill impairments, resulting in a charge to income.

Valuation of Investments, Including Derivatives, 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;

• Recognition of other-than-temporary impairments ("OTTI"); and

• Determination of the valuation allowance for losses on commercial mortgage

and other loans.





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, equity
securities, and derivatives, the impact of changes in fair value is recorded
within "Other income (loss)." In addition, investments classified as
available-for-sale, as well as those classified as held-to-maturity, are subject
to impairment reviews to identify when a decline in value is
other-than-temporary. For a discussion of our policies regarding
other-than-temporary declines in investment value and the related methodology
for recording OTTI of fixed maturity securities, see Note 2 to the Consolidated
Financial Statements.

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. For a
discussion of our policies regarding the valuation allowance for commercial
mortgage and other loans, see Note 2 to the Consolidated Financial Statements.

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

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postretirement benefit plans. Our assumed long-term rate of return for 2019 was
6.25% for our domestic pension plans and 7.00% for our other postretirement
benefit plans. Given the amount of plan assets as of December 31, 2018, 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, 2019


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

                                                                       (in

millions)


Increase in expected rate of return by
100 bps                                   $                   (123 )         $                         (14 )
Decrease in expected rate of return by
100 bps                                   $                    123           $                          14



Foreign pension plans represent 5% of plan assets at the beginning of 2019. 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
$5 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, 2018 methodology we employed to
determine our discount rate for 2019. Our assumed discount rate for 2019 was
4.30% for our domestic pension plans and 4.30% for our other domestic
postretirement benefit plans. Given the amount of pension and postretirement
obligations as of December 31, 2018, 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.

                                                              For the year 

ended December 31, 2019


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

                                                                         (in millions)
Increase in discount rate by 100 bps     $                     (114 )         $                              (8 )
Decrease in discount rate by 100 bps     $                      135           $                               7



Foreign pension plans represent 15% of plan obligations at the beginning of
2019. An increase in discount rate by 100 bps would result in a decrease in net
periodic pension costs of $12 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 2019, 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, 2020, we will decrease the discount rate to
3.30% from 4.30% in 2019. The expected rate of return on plan assets will
decrease to 6.00% in 2020 from 6.50% in 2019, 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.


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At December 31, 2019, 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, 2019
                                                                                           Increase/(Decrease) in
                                                        Increase/(Decrease) in           Accumulated Postretirement
                                                     Pension  Benefits Obligation           Benefits Obligation

                                                                             (in millions)
Increase in discount rate by 100 bps               $                     (1,576 )      $                   (188 )
Decrease in discount rate by 100 bps               $                      1,839        $                    208



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.

In December 2017, Securities and Exchange Commission ("SEC") staff issued "Staff
Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and
Jobs Act" ("SAB 118"), which allowed the registrants to record provisional
amounts during a 'measurement period' not to extend beyond one year. Under the
relief provided by SAB 118, a company could recognize provisional amounts when
it did not have the necessary information available, prepared or analyzed in
reasonable detail to complete its accounting for the change in tax law. See Note
16 to the Consolidated Financial Statements for a discussion of provisional
amounts related to The United States Tax Cuts and Jobs Act of 2017 ("Tax Act of
2017") included in "Total income tax expense (benefit) before equity in earnings
of operating joint ventures" in 2017 and adjustments to provisional amounts
recorded in 2018.

The Tax Act of 2017 includes a provision causing post-1986 unremitted foreign
earnings of at least 10% owned non-U.S. affiliates to be included in the
Company's U.S. income tax base, with an election to pay the associated tax on an
eight-year installment basis. Unremitted foreign earnings from certain
operations in foreign jurisdictions that impose a withholding tax on dividends
are considered to be permanently reinvested for purposes of determining the
applicable withholding tax expense. See Note 16 to the Consolidated Financial
Statements for a discussion of unremitted earnings for which the Company
provides U.S. income taxes.

An increase or decrease in our effective tax rate by one percentage point would
have resulted in a decrease or increase in our 2019 "Total income tax expense
(benefit)" of $58 million.

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.

Other Accounting Policies



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 cancelations. These estimates are reassessed each reporting period and
any changes in estimates are reflected in the current period.


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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 Financial
Accounting Standards Board ("FASB") on August 15, 2018 and is expected to have a
significant impact on the Consolidated Financial Statements and Notes to the
Consolidated Financial Statements. In October 2019, the FASB issued ASU 2019-09,
Financial Services - Insurance (Topic 944): Effective Date to affirm its
decision to defer the effective date of ASU 2018-12 to January 1, 2022 (with
early adoption permitted), representing a one year extension from the original
effective date of January 1, 2021. This ASU will impact, at least to some
extent, the accounting and disclosure requirements for all long-duration
insurance and investment contracts issued by the Company. In addition to the
impacts to the balance sheet upon adoption, the Company also expects an impact
to how earnings emerge thereafter. 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 Update

• In the first quarter of 2019, we completed the acquisition of Wadhwani Asset

Management LLP, a London-based quantitative macro-focused investment

management firm, and renamed the firm QMA Wadhwani LLP, which now operates as

part of our QMA business with an independent investment platform.

• In the third quarter of 2019, we completed the acquisition of our joint

venture partner's share of our India-based asset management joint venture,

DHFL Pramerica Asset Managers, and re-named the business PGIM India Asset


    Management.



Operating Results

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

                                                              Year ended December 31,
                                                           2019         2018         2017
                                                                   (in millions)
Operating results(1):
Revenues                                                $  3,589     $  3,294     $  3,355
Expenses                                                   2,591        2,335        2,376
Adjusted operating income                                    998         

959 979 Realized investment gains (losses), net, and related adjustments

                                                   (1 )        

(10 ) (4 ) Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests

              8          (21 )         95
Income (loss) before income taxes and equity in
earnings of operating joint ventures                    $  1,005     $    

928 $ 1,070

__________

(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.

Adjusted Operating Income



2019 to 2018 Annual Comparison. Adjusted operating income increased $39 million.
The increase reflected higher asset management fees due to an increase in
average assets under management as a result of market appreciation and fixed
income flows, partially offset by higher related expenses including certain
long-term employee compensation plans driven by equity market performance. Also
contributing to the increase were higher other related revenues, net of
associated expenses, primarily driven by higher net performance-based incentive
fees and higher strategic investing results due to favorable investment
performance. These increases were partially offset by an increase in
non-compensation related expenses, including those supporting business growth
and charges associated with a joint venture.

Revenues and Expenses


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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,
                                                  2019          2018       2017
                                                         (in millions)
Revenues by type:
Asset management fees by source:
Institutional customers                       $   1,283       $ 1,204    $ 1,147
Retail customers(1)                                 878           867        800
General account                                     521           471        470
Total asset management fees                       2,682         2,542      2,417
Other related revenues by source:
Incentive fees                                      169            59        197
Transaction fees                                     22            33         27
Strategic investing                                  79            57         88
Commercial mortgage(2)                              110           121        127
Total other related revenues(3)                     380           270       

439


Service, distribution and other revenues(4)         527           482        499
Total revenues                                $   3,589       $ 3,294    $ 3,355


__________

(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 and spread lending revenues from our commercial

mortgage origination and servicing business.

(3) Future revenues will be impacted by the level and diversification of our

strategic investments, the commercial real estate market, and other domestic

and international markets.

(4) 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, $70 million and $80 million for the years

ended December 31, 2019, 2018 and 2017, respectively.





2019 to 2018 Annual Comparison. Revenues increased $295 million. Asset
management fees increased primarily reflecting an increase in average assets
under management as a result of market appreciation and fixed income flows.
Other related revenues increased primarily driven by higher gross
performance-based incentive fees and higher strategic investing results due to
favorable investment performance. These increases were partially offset by
charges associated with a joint venture.

Expenses increased $256 million, primarily reflecting higher compensation
expenses attributable to growth in incentive fees and higher earnings, and costs
for certain long-term employee compensation plans, as discussed above. Also
contributing to the increase were higher non-compensation expenses including
those supporting business growth initiatives and increased commissions related
to higher sales of our retail products.

Assets Under Management

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




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                                                                          December 31,
                                                                2019          2018          2017
                                                                          (in billions)
Assets Under Management (at fair value):
Institutional customers:
Equity                                                       $    62.7     $    54.7     $    68.0
Fixed income                                                     447.0         395.1         379.4
Real estate                                                       43.1          43.7          42.1
Institutional customers(1)                                       552.8         493.5         489.5
Retail customers:
Equity                                                           130.5         112.9         132.4
Fixed income                                                     150.3         125.2         111.5
Real estate                                                        2.0           2.0           1.7
Retail customers(2)                                              282.8         240.1         245.6
General account:
Equity                                                             6.0           5.1           5.8
Fixed income                                                     464.6         420.8         412.5
Real estate                                                        2.0           1.9           1.9
General account                                                  472.6         427.8         420.2
Total PGIM assets under management                           $ 1,308.2

$ 1,161.4 $ 1,155.3

Assets under management within other reporting segments(3) 242.7

    215.9         238.3
Total PFI assets under management                            $ 1,550.9

$ 1,377.3 $ 1,393.6

__________

(1) Consists of third-party institutional assets and group insurance contracts.

(2) Consists 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. Fixed annuities and the fixed-rate accounts of variable

annuities and variable life insurance are included in the general account.

(3) These amounts primarily include certain assets related to annuity and

variable life products in our U.S. Individual Solutions division, retirement

and group life products in our U.S. Workplace Solutions division, and certain

general account assets of 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 our Chief Investment
    Officer Organization.



2019 to 2018 Annual Comparison. PGIM's assets under management increased $147
billion to $1.308 trillion in 2019, primarily reflecting market appreciation and
higher fixed income flows driven by strong retail sales and institutional flows.

The following table sets forth the component changes in PGIM's assets under management by asset source for the periods indicated.


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                                                                     December 31,
                                                           2019          2018          2017
                                                                     (in billions)
Institutional Customers:
Beginning assets under management                       $   493.5     $   489.5     $   431.5
Net additions (withdrawals), excluding money market
activity:
Third-party                                                  (6.5 )        14.1          11.6
Third-party via affiliates(1)                                 0.2          (0.5 )         2.4
Total                                                        (6.3 )        13.6          14.0
Market appreciation (depreciation)(2)                        62.4         (10.3 )        42.9
Other increases (decreases)(3)                                3.2           0.7           1.1
Ending assets under management                          $   552.8     $   493.5     $   489.5
Retail Customers:
Beginning assets under management                       $   240.1     $   245.6     $   209.2
Net additions (withdrawals), excluding money market
activity:
Third-party                                                   5.7          (0.4 )         4.1
Third-party via affiliates(1)                                (8.5 )         2.3          (2.0 )
Total                                                        (2.8 )         1.9           2.1
Market appreciation (depreciation)(2)                        45.1          (7.2 )        34.6
Other increases (decreases)(3)                                0.4          (0.2 )        (0.3 )
Ending assets under management                          $   282.8     $   240.1     $   245.6
General Account:
Beginning assets under management                       $   427.8     $   420.2     $   399.4
Net additions (withdrawals), excluding money market
activity:
Third-party                                                   0.0           0.0           0.0
Affiliated                                                    6.1           9.2           3.9
Total                                                         6.1           9.2           3.9
Market appreciation (depreciation)(2)                        36.8          (4.2 )        15.1
Other increases (decreases)(3)                                1.9           2.6           1.8
Ending assets under management                          $   472.6     $   427.8     $   420.2
Total assets under management                           $ 1,308.2     $ 

1,161.4 $ 1,155.3

__________

(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.

(3) Includes the effect of foreign exchange rate changes, net money market

activity and the impact of acquired business. The impact from foreign

currency fluctuations, which primarily impact the general account, resulted

in gains of $0.6 billion, $1.2 billion and $4.7 billion for the years ended

December 31, 2019, 2018 and 2017, respectively.

Strategic Investments



The following table sets forth PGIM's strategic investments at carrying value
(including the value of derivative instruments used to mitigate equity market
and currency risk) by asset class and source as of the dates indicated.
                       December 31,
                      2019       2018
                       (in millions)
Co-Investments:
Real estate         $   176    $   207
Fixed income            479        438
Seed Investments:
Real estate              60         50
Public equity           770        738
Fixed income            333        272
Total               $ 1,818    $ 1,705

The increase of $113 million in strategic investments was primarily driven by strong fixed income investment performance.


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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,
                                                             2019        2018        2017
                                                                     (in millions)
Adjusted operating income before income taxes:
U.S. Businesses:
U.S. Workplace Solutions division:
Retirement                                                 $ 1,301     $ 1,049     $ 1,244
Group Insurance                                                285         229         253
Total U.S. Workplace Solutions division                      1,586       1,278       1,497
U.S. Individual Solutions division:
Individual Annuities                                         1,843       1,925       2,198
Individual Life                                                 87         223        (191 )
Total U.S. Individual Solutions division                     1,930       2,148       2,007
Assurance IQ division:
Assurance IQ                                                    (9 )         0           0
Total Assurance IQ division                                     (9 )         0           0
Total U.S. Businesses                                        3,507       3,426       3,504
Reconciling Items:
Realized investment gains (losses), net, and related
adjustments(1)                                              (1,881 )        88        (991 )
Charges related to realized investment gains (losses),
net                                                            (58 )      (333 )       588
Market experience updates(2)                                  (408 )         0           0
Other adjustments(3)                                           (47 )         0           0

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

                2          

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

$ 1,115     $ 

3,180 $ 3,101

________

(1) Prior period numbers have been reclassified to conform to current period

presentation.

(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. The

Company had historically recognized these impacts in adjusted operating

income. See Note 22 to the Consolidated Financial Statements for additional

information.

(3) Represents adjustments not included in the above reconciling items. "Other

adjustments" 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
    contingent consideration. See Note 22 to the Consolidated Financial
    Statements for additional information.


2019 to 2018 Annual Comparison. Adjusted operating income for our U.S. Businesses increased by $81 million primarily due to:

• Higher net investment spread results driven by continued business growth


       and higher income on non-coupon investments and higher prepayment fee
       income;


• An unfavorable impact from changes in market conditions on estimates of

profitability in the prior period, which beginning with the second quarter


       of 2019 is excluded from adjusted operating income (see Note 22 to the
       Consolidated Financial Statements for additional information); and


• A favorable comparative net impact from our annual reviews and update of

assumptions and other refinements.

Partially offsetting these increases were the following items:



•      Higher expenses, including costs associated with business growth and
       business initiatives;


• Lower fee income, net of distribution expenses and other associated costs,

in our Individual Annuities business; and

• Lower underwriting results in our Individual Life business.


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U.S. Businesses-U.S. Workplace Solutions Division

Retirement

Operating Results



The following table sets forth Retirement's operating results for the periods
indicated.
                                                                   Year ended December 31,
                                                                2019         2018         2017
                                                                        (in millions)
Operating results(1):
Revenues                                                     $ 15,064     $ 16,825     $ 13,843
Benefits and expenses                                          13,763       15,776       12,599
Adjusted operating income                                       1,301      

1,049 1,244 Realized investment gains (losses), net, and related adjustments(2)

                                                    332         (402 )        123
Charges related to realized investment gains (losses), net          4       

(5 ) (90 ) Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests

                            2           (1 )          0
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                     $  1,639     $    641     $  1,277


 __________

(1) Certain of Retirement's non-U.S. dollar-denominated earnings are from

longevity reinsurance contracts, which are denominated in British pounds

sterling, and are therefore subject to foreign currency exchange rate risk.

For the year ended December 31, 2017, Retirement's financial results include

the impact of an intercompany arrangement with Corporate and Other designed

to mitigate the impact of exchange rate changes on Retirement's U.S.

dollar-equivalent earnings. Effective January 1, 2018 this intercompany

arrangement was terminated and the foreign currency exchange rate risk is now

managed within Retirement using a strategy that may include external hedges.

The impact of the agreement and the termination was not significant to

Retirement's results. For more information related to this intercompany

arrangement, see "-Results of Operations-Impact of Foreign Currency Exchange

Rates," above.

(2) Prior period amounts have been updated to conform to current period


    presentation.



Adjusted Operating Income

2019 to 2018 Annual Comparison. Adjusted operating income increased $252
million. Results for 2019 included a net benefit of $154 million from our annual
reviews and update of assumptions and other refinements primarily driven by a
reduction in expected benefit payments, while results for 2018 included a net
charge of $68 million from these updates, primarily driven by updates to our
assumptions for benefit payments. Excluding these impacts, adjusted operating
income increased $30 million, primarily driven by higher net investment spread
results, partially offset by higher expenses and less favorable reserve
experience. The increase in net investment spread results primarily reflected
higher income on non-coupon investments, higher prepayment fee income and higher
asset balances within our pension risk transfer business, partially offset by
the impact from higher crediting rates on full service account values. The
increase in expenses was primarily driven by higher costs supporting business
growth initiatives. The lower contribution from reserve experience primarily
reflected lower mortality gains on a comparative basis within our pension risk
transfer business.

Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues decreased $1,761 million. Excluding the
impact of our annual reviews and update of assumptions and other refinements, as
discussed above, revenues decreased $1,755 million. This decrease primarily
reflected lower funded pension risk transfer premiums with corresponding offsets
in policyholders' benefits, as discussed below. The decrease was partially
offset by higher net investment income, primarily reflecting higher income on
non-coupon investments, higher prepayment fee income and higher asset balances
within our pension risk transfer business.

Benefits and expenses decreased $2,013 million. Excluding the impact of our
annual reviews and update of assumptions and other refinements, as discussed
above, benefits and expenses decreased $1,785 million. Policyholders' benefits,
including the change in policy reserves, decreased primarily related to the
decrease in premiums discussed above, driven by lower comparative funded pension
risk transfer premiums. The decrease was partially offset by an increase in
interest credited to policyholders' account balances, including the impact of
higher crediting rates on experience-rated account balances and higher account
values.

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 income we earn on most of our fee-based products varies with the level of fee-based account values, since many policy fees are determined by these values. The investment income and interest we credit to policyholders on


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our spread-based products varies with the level of general account values. To a
lesser extent, changes in account values impact our pattern of amortization of
DAC and VOBA and general and administrative expenses. The following table shows
the changes in the account values and net additions (withdrawals) of
Retirement's products for the periods indicated. Net additions (withdrawals) are
plan sales and participant deposits or additions, as applicable, minus plan and
participant withdrawals and benefits. 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,
                                                              2019          2018          2017
                                                                        (in millions)
Full Service:
Beginning total account value                              $ 231,669     $ 234,616     $ 202,802
Deposits and sales                                            36,394        33,116        29,527
Withdrawals and benefits                                     (35,706 )    

(26,429 ) (24,811 ) Change in market value, interest credited and interest income and other activity

                                     40,091        (9,634 )      27,098
Ending total account value                                 $ 272,448     $ 231,669     $ 234,616
Institutional Investment Products:
Beginning total account value                              $ 200,759     $ 194,492     $ 183,376
Additions(1)                                                  31,101        21,310        21,630
Withdrawals and benefits                                     (16,743 )     (15,409 )     (17,406 )
Change in market value, interest credited and interest
income                                                         9,089         3,303         5,190
Other(2)                                                       3,390        (2,937 )       1,702
Ending total account value                                 $ 227,596     $ 200,759     $ 194,492


__________

(1) Additions primarily include: group annuities calculated based on premiums

received; longevity reinsurance contracts calculated as the present value of


    future projected benefits; and investment-only stable value contracts
    calculated as the fair value of customers' funds held in a client-owned
    trust.

(2) "Other" activity includes the effect of foreign exchange rate changes

associated with our British pounds sterling denominated longevity reinsurance

business and changes in asset balances for externally-managed accounts. For

the years ended December 31, 2019 and 2018, "Other" activity also includes

$3,804 million in receipts offset by $3,104 million in payments and $3,497

million in receipts offset by $3,457 million in payments, respectively,

related to funding agreements backed by commercial paper which typically have

maturities of less than 90 days.

2019 to 2018 Annual Comparison. The increase in full service account values primarily reflected the favorable changes in the market value of customer funds and positive net plan sales.

The increase in institutional investment products account values primarily reflected net additions from funded pension risk transfer transactions and the favorable changes in the market value of account assets.

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,
                                                               2019        2018        2017

                                                                       (in millions)
Operating results:
Revenues                                                     $ 5,750     $ 5,685     $ 5,471
Benefits and expenses                                          5,465       5,456       5,218
Adjusted operating income                                        285       

229 253 Realized investment gains (losses), net, and related adjustments

                                                      (20 )       (38 )       (53 )
Income (loss) before income taxes and equity in earnings
of operating joint ventures                                  $   265     $   191     $   200
Benefits ratio(1):
Group life(2)                                                   87.4 %      87.2 %      88.9 %
Group disability(2)                                             75.4 %      75.8 %      71.8 %
    Total Group Insurance(2)                                    84.7 %      84.9 %      85.8 %
Administrative operating expense ratio(3):
Group life                                                      12.7 %      12.2 %      11.2 %
Group disability                                                24.1 %      27.1 %      29.4 %
    Total Group Insurance                                       15.2 %      15.1 %      14.6 %


__________

(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 87.0%, 77.7%

and 84.9% for 2019, respectively, 87.4%, 77.8% and 85.5% for 2018,

respectively, and 88.7%, 78.9% and 86.9% for 2017, respectively.

(3) Ratio of general and administrative expenses (excluding commissions) to gross

premiums plus policy charges and fee income.

Adjusted Operating Income



2019 to 2018 Annual Comparison. Adjusted operating income increased $56 million,
including an unfavorable comparative net impact from our annual reviews and
update of assumptions and other refinements. Results for both 2019 and 2018
included a net benefit from this update of $9 million and $31 million,
respectively. Excluding this item, adjusted operating income increased $78
million, primarily driven by more favorable underwriting results in our group
disability and group life businesses, higher net investment spread results
driven by higher income on non-coupon investments, and lower expenses driven by
the absence of costs related to the termination of a third-party underwriting
service provider contract in 2018. The more favorable underwriting results were
driven by favorable claim experience on long-term products in our group
disability business and favorable claim experience on non-experience rated
contracts in our group life business.

Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues increased $65 million. Excluding an
unfavorable comparative impact of $10 million resulting from our annual reviews
and update of assumptions and other refinements, as discussed above, revenues
increased $75 million. The increase primarily reflected higher premiums and
policy charges and fee income driven by growth in our group disability business,
with offsets in policyholders' benefits and changes in reserves, as discussed
below, and higher net investment income driven by higher income on non-coupon
investments.

Benefits and expenses increased $9 million. Excluding an unfavorable comparative
impact of $12 million resulting from our annual reviews and update of
assumptions and other refinements, as discussed above, benefits and expenses
decreased $3 million. The decrease primarily reflected lower general and
administrative expenses driven by the absence of costs related to the
termination of a third-party underwriting service provider contract in 2018, as
discussed above. This decrease was partially offset by higher policyholders'
benefits and changes in reserves in our group disability business driven by
business growth, with offsets in premiums and policy charges and fee income, as
discussed above. The higher policyholders' benefits and changes in reserves were
partially offset by favorable claim experience in both our group life and
disability businesses.

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,
                                              2019           2018     2017

                                                  (in millions)
Annualized new business premiums(1):
Group life                             $    254             $ 376    $ 287
Group disability                            159               183      153
Total                                  $    413             $ 559    $ 440


__________

(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.





2019 to 2018 Annual Comparison. Total annualized new business premiums decreased
$146 million compared to 2018, primarily driven by large life client sales in
the prior year period.

U.S. Businesses-U.S. Individual Solutions Division

Individual Annuities



Our Individual Annuities business includes both fixed and variable annuities
which may include optional guaranteed living benefits 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). 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. For more information on how we determine the portion
of fees needed to cover estimated future benefit payments and hedging costs, see
"-Risks and Risk Mitigants" below.

Operating Results



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

                                                                 Year ended December 31,
                                                              2019        2018        2017
                                                                      (in millions)
Operating results:
Revenues                                                    $ 4,995     $ 4,966     $ 5,110
Benefits and expenses                                         3,152       3,041       2,912
Adjusted operating income                                     1,843      

1,925 2,198 Realized investment gains (losses), net, and related adjustments

                                                  (2,551 )       

846 (1,157 ) Charges related to realized investment gains (losses), net 59 (407 ) 577


    Market experience updates(1)                               (100 )         0           0
Income (loss) before income taxes and equity in earnings of
operating joint ventures                                    $  (749 )   $ 2,364     $ 1,618


________

(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. The

Company had historically recognized these impacts in adjusted operating

income. See Note 22 to the Consolidated Financial Statements for additional


    information.




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Adjusted Operating Income



2019 to 2018 Annual Comparison. Adjusted operating income decreased $82 million,
including an unfavorable comparative net impact from our annual reviews and
update of assumptions and other refinements. Results from the annual reviews
included a net charge of $12 million and a net benefit of $10 million in 2019
and 2018, respectively. Excluding this item, adjusted operating income decreased
$60 million primarily driven by lower fee income, net of distribution expenses
and other associated costs, and higher expenses, partially offset by higher net
investment spread results and an unfavorable impact from changes in market
conditions on the estimates of profitability in the prior period.

Fee income, net of distribution expenses and other associated costs, declined
due to certain products reaching contractual milestones for fee tier reduction,
unfavorable impacts from our living benefit guarantees as a result of declining
interest rates, lower average account values resulting from net outflows which
were partially offset by market appreciation, and higher capital hedge costs
reflecting the impacts of equity market performance. The increase in expenses
was primarily driven by initiatives to generate business growth. The increase in
net investment income was primarily due to a higher level of invested assets.
The unfavorable impact on the estimates of profitability in the prior period was
driven by market conditions, and beginning with the second quarter of 2019, this
activity is excluded from adjusted operating income (see Note 22 to the
Consolidated Financial Statements for further information).

Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues increased $29 million. Excluding the
impact from our annual reviews and update of assumptions and other refinements,
discussed above, revenues increased $47 million. The increase was driven by
higher net investment income primarily reflecting a higher level of invested
assets, and higher premiums mostly reflecting an increase in single premium
immediate annuity sales, with offsets in policyholders' benefits as discussed
below. These increases were partially offset by lower policy charges and fee
income reflecting certain products reaching contractual milestones for fee tier
reduction, unfavorable impacts from our living benefit guarantees as a result of
declining interest rates, and lower average account values resulting from net
outflows which were partially offset by market appreciation. Also contributing
to the decrease were lower asset management and service fees and other income
primarily due to higher capital hedge costs reflecting the impacts of equity
market performance.

Benefits and expenses increased $111 million. Excluding the impact from our
annual reviews and update of assumptions and other refinements, discussed above,
benefits and expenses increased $107 million primarily driven by policyholders'
benefits, including changes in reserves, due to higher reserve provisions
resulting from an increase in single premium immediate annuity sales, with
offsets in premiums, as discussed above.

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.

                                                                     Year ended December 31,
                                                                2019          2018          2017
                                                                          (in millions)
Total Individual Annuities(1):
Beginning total account value                                $ 151,080     $ 168,626     $ 156,783
Sales                                                            9,720         8,270         5,894
Full surrenders and death benefits(2)                           (9,374 )      (8,958 )      (7,372 )
Sales, net of full surrenders and death benefits(2)                346          (688 )      (1,478 )
Partial withdrawals and other benefit payments(2)               (5,163 )      (4,814 )      (4,322 )
Net flows                                                       (4,817 )      (5,502 )      (5,800 )
Change in market value, interest credited and other activity    27,072        (8,341 )      21,355
Policy charges                                                  (3,654 )      (3,703 )      (3,712 )
Ending total account value                                   $ 169,681     $ 151,080     $ 168,626



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__________

(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 $164.9 billion, $147.3 billion and $165.1 billion as of

December 31, 2019, 2018 and 2017, respectively. Fixed annuity account values

were $4.8 billion, $3.7 billion and $3.5 billion as of December 31, 2019,

2018 and 2017, respectively.

(2) Prior period amounts have been reclassified to conform to current period


    presentation.



2019 to 2018 Annual Comparison. The increase in account values during 2019 was primarily driven by favorable changes in the market value of contractholder funds, partially offset by net outflows and policy charges.



Sales, net of full surrenders and death benefits, for 2019 increased compared to
2018, primarily due to an increase in sales attributable to product design and
pricing actions implemented to enhance product competitiveness in both our
variable and fixed annuity products.

Risks and Risk Mitigants



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 required to be credited to the customer's
account value, 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 a combination of product design features
and external reinsurance. Our product design features include rate resetting
subject to the guaranteed interest rate as well as surrender charges applied
during the early years of the policy that help to provide protection for
premature withdrawals. In addition, a portion our fixed products have a market
value adjustment provision that provides protection of lapse in the case of
rising interest rates. For information on our external reinsurance agreements,
refer to the "Business" section.

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 and profitability is
subject to the risk that actual experience will differ from the assumptions used
in the original pricing of these products. We currently manage our exposure to
certain risks driven by fluctuations in capital markets primarily through a
combination of i) Product Design Features, ii) Asset Liability Management
Strategy, and iii) Capital Hedge Program as discussed below. We also manage
these risk exposures through external reinsurance. For information on our
external reinsurance agreements, refer to the "Business" section and Note 14 to
the Consolidated Financial Statements.

i. Product Design Features:




A portion of the variable annuity contracts that we offer 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 automatic rebalancing
feature associated with currently-sold variable annuity products with the
highest daily benefit uses a designated bond fund sub-account within the
separate accounts. The transfers are based on a static mathematical formula used
with the particular benefit which considers a number of factors, including, but
not limited to, the impact of investment performance on the contractholder's
total account value. 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
contractholder deposits, as well as a required minimum allocation to our general
account for certain of our products. We continue to introduce products that
diversify our risk profile and have incorporated provisions in product design
allowing frequent revisions of key pricing elements 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):



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We employ an ALM strategy that utilizes a combination of both traditional fixed
income instruments and derivatives to help defray potential claims 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 through the accumulation of
fixed income instruments, 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 help defray potential claims. For the portion of our ALM
strategy executed with derivatives, we enter into a range of exchange-traded and
OTC equity and interest rate derivatives, including, but not limited to: equity
and treasury futures; total return 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.

Under our ALM strategy, adjusted operating income includes the fees earned that
are in excess of the estimated portion of fees required to cover expected claims
and hedge costs for the economic liability. The portion of fees required to
cover such costs is updated quarterly to reflect revised estimates and actual
experience. The effectiveness of our hedging program is measured by comparing
the change in value of our hedging assets to the change in value of the
liability we are attempting to hedge and is reflected in adjusted operating
income over time through the inclusion of actual hedge costs. Expected costs are
updated periodically along with our expectation of claims. For adjusted
operating income purposes, DAC and other costs are fully amortized over the life
of the contracts proportional to our actual and estimated gross profits under
the adjusted operating income framework described above.

The following table 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,
                                                                    2019        2018
                                                                     (in millions)
U.S. GAAP liability (including non-performance risk)             $ 12,697     $ 8,860
Non-performance risk adjustment                                     3,437   

4,619


Subtotal                                                           16,134   

13,479

Adjustments including risk margins and valuation methodology differences

                                                        (4,385 )    (4,084 )
Economic liability managed through the ALM strategy              $ 11,749

$ 9,395

As of December 31, 2019, our fixed income instruments and derivative assets exceed the economic liability within the entities in which the risks reside.



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 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), as well as risk margins (required by U.S.

GAAP but not included in our best estimate).

• Different accounting treatment between liabilities and assets supporting

those liabilities-Under U.S. GAAP, changes in value of the embedded

derivative liability and derivative instruments used to hedge a portion of

the economic liability are immediately reflected in net income. In contrast,

changes in fair value of fixed income instruments that support a portion of

the economic liability are designated as available-for-sale and are recorded


     as unrealized gains (losses) in other comprehensive income versus net
     income.




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• 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.



The following table illustrates the net impact to our Consolidated Statements of
Operations from changes in the U.S. GAAP embedded derivative liability and hedge
positions under the ALM strategy, and the related amortization of DAC and other
costs, that are excluded from adjusted operating income for the periods
indicated:
                                                                 Year ended December 31,
                                                               2019         2018       2017
                                                                     (in millions)(1)
Excluding impact of assumption updates and other
refinements:
Net hedging impact(2)                                       $    (199 )   $ (234 )   $   620
Change in portions of U.S. GAAP liability, before NPR(3)         (254 )     (959 )     2,477
Change in the NPR adjustment                                   (1,064 )    1,472      (3,890 )
Net impact from changes in the U.S. GAAP embedded
derivative and hedge positions                                 (1,517 )     

279 (793 ) Related benefit (charge) to amortization of DAC and other costs

                                                             247       (190 )       159
Net impact of assumption updates and other refinements             17       (173 )       (85 )
Net impact from changes in the U.S. GAAP embedded
derivative and hedge positions, after the impact of NPR,
DAC and other costs                                         $  (1,253 )   $  (84 )   $  (719 )


_________

(1) Positive amount represents income; negative amount represents a loss.

(2) Net hedging impact represents the difference between the change in fair value

of the risk we seek to hedge using derivatives and the change in fair value

of the derivatives utilized with respect to that risk.

(3) Represents risk margins and valuation methodology differences between the

economic liability managed by the ALM strategy and the U.S. GAAP liability.





For 2019, the loss of $1,253 million primarily reflected the impact of a $1,517
million net charge from the changes in the U.S. GAAP embedded derivative and
hedge positions. This net charge was primarily driven by the impacts of
declining interest rates and credit spreads tightening, partially offset by the
favorable equity market performance. This net charge was partially offset by a
benefit related to the amortization of DAC and other costs of $247 million.

For 2018, the loss of $84 million primarily reflected the impact of a $173
million charge from our annual review and update of assumptions, driven by
modifications to both our actuarial assumptions, including updates to expected
withdrawal rates, as well as to economic assumptions. These charges were largely
offset by changes in the U.S. GAAP embedded derivative and hedge positions as a
result of credit spreads widening, partially offset by declining interest rates
and unfavorable equity market performance.

For information regarding the Risk Appetite Framework ("RAF") we use to evaluate and support the risks of the ALM strategy, see "-Liquidity and Capital Resources-Capital."



iii. Capital Hedge Program:


We employ a capital hedge program to hedge equity market impacts. The program is
intended 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 are recognized in adjusted operating income over the expected
duration of the capital hedge program.

Product Specific Risks and Risk Mitigants


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For certain living benefits 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
benefits guarantees provide for guaranteed lifetime contractholder withdrawal
payments inclusive of a "highest daily" contract value guarantee. Our Prudential
Defined Income ("PDI") 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 variable annuity contracts with living benefits guarantees,
and all new contracts sold with our highest daily living benefits feature,
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 GMAB products include the automatic rebalancing feature but are
not included in the ALM strategy.

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.


                                                                                 December 31,
                                                  2019                               2018                               2017
                                      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)                   $       111,535          68 %      $       101,496          69 %      $       114,686          69 %
ALM strategy only(3)                          7,703           5 %                7,520           5 %                9,317           6 %
Automatic rebalancing only                      732           1 %                  804           1 %                1,003           1 %
External reinsurance(4)                       3,150           2 %                2,873           2 %                3,227           2 %
PDI                                          16,296           9 %               11,237           7 %                9,996           5 %
Other products                                2,457           1 %                2,306           2 %                2,791           2 %
Total living benefit/GMDB
features                            $       141,873                    $       126,236                    $       141,020
GMDB features and other(5)                   23,055          14 %               21,103          14 %               24,133          15 %
Total variable annuity account
value                               $       164,928                    $       147,339                    $       165,153


_________

(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 new 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.



Individual Life

Operating Results

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


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                                                              Year ended December 31,
                                                           2019         2018         2017

                                                                   (in millions)
Operating results:
Revenues                                                $  6,115     $  5,831     $  4,974
Benefits and expenses                                      6,028        5,608        5,165
Adjusted operating income                                     87         

223 (191 ) Realized investment gains (losses), net, and related adjustments

                                                  358         (318 )         96
Charges related to realized investment gains
(losses), net                                               (121 )         

79 101


    Market experience updates(1)                            (308 )          0            0
Income (loss) before income taxes and equity in
earnings of operating joint ventures                    $     16     $    

(16 ) $ 6

________

(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. The

Company had historically recognized these impacts in adjusted operating

income. See Note 22 to the Consolidated Financial Statements for additional


    information.



Adjusted Operating Income

2019 to 2018 Annual Comparison. Adjusted operating income decreased $136
million, primarily reflecting an unfavorable comparative net impact from our
annual reviews and update of assumptions and other refinements. Results for 2019
included a $208 million net charge from this annual review, mainly driven by
unfavorable impacts related to mortality rate assumptions. Results for 2018
included a $65 million net charge from this annual review, mainly driven by
unfavorable impacts related to lapse and mortality rate assumptions. Excluding
this item, adjusted operating income increased $7 million, primarily reflecting
a higher contribution from net investment spread results driven by higher income
on non-coupon investments and higher prepayment fee income, and an unfavorable
impact from changes in market conditions on estimates of profitability in the
prior period. Beginning with the second quarter of 2019, the impact from this
activity is excluded from adjusted operating income (see Note 22 to the
Consolidated Financial Statements for additional information). These increases
were mostly offset by lower underwriting results, driven by an unfavorable
impact from mortality experience, net of reinsurance, and the unfavorable
ongoing impact of our annual reviews and update of assumptions and other
refinements, and higher expenses.

Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues increased $284 million. Excluding the
impact of our annual reviews and update of assumptions and other refinements, as
discussed above, revenues increased $321 million. This increase was primarily
driven by an increase in net investment income from higher average invested
assets resulting from business growth, higher income on non-coupon investments
and higher prepayment fee income, and higher investment income from unaffiliated
reserve financing activity that resulted in a corresponding increase in interest
expense, as discussed below. Also contributing to the increase was higher policy
charges and fee income driven by business growth and equity market appreciation.

Benefits and expenses increased $420 million. Excluding the impact of our annual
reviews and update of assumptions and other refinements, as discussed above,
benefits and expenses increased $314 million. This increase was primarily driven
by higher policyholders' benefits and interest credited to account balances
attributable to an unfavorable impact from mortality experience, net of
reinsurance, the unfavorable ongoing impact of the assumption update and other
refinements, as discussed above, and business growth. Also contributing to the
increase was higher reserve financing costs, as discussed above.

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.


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                                      2019                                     2018                                     2017
                       Prudential       Third                   Prudential       Third                   Prudential       Third
                        Advisors        Party       Total        Advisors        Party       Total        Advisors        Party       Total

                                                                          (in millions)
Term Life            $         27     $   173     $   200     $         28     $   185     $   213     $         30     $   183     $   213
Guaranteed
Universal Life(1)               8          87          95                8          89          97               16         140         156
Other Universal
Life(1)                        38         117         155               45         105         150               37          88         125
Variable Life                  78         200         278               54         109         163               35          95         130
Total                $        151     $   577     $   728     $        135     $   488     $   623     $        118     $   506     $   624


__________

(1) Single pay life premiums and excess (unscheduled) premiums are included in

annualized new business premiums based on a 10% credit and represented

approximately 4%, 7% and 15% of Guaranteed Universal Life and 0%, 0% and 1%

of Other Universal Life annualized new business premiums for the years ended

December 31, 2019, 2018 and 2017, respectively.





2019 to 2018 Annual Comparison. Total annualized new business premiums increased
$105 million, primarily reflecting higher sales of variable life products driven
by product design and pricing actions implemented in September 2018.

U.S. Businesses-Assurance IQ Division
Assurance IQ

Business Update

• In October 2019, we completed the acquisition of Assurance IQ, a leading


       consumer solutions platform that offers a range of solutions that help
       meet consumers' financial needs (see "Business" and Note 1 to the
       Consolidated Financial Statements for additional information).


Operating Results



The following table sets forth Assurance IQ's operating results for the period
indicated.
                                                           For Period Beginning on
                                                              October 10, 2019
                                                         and Ending on December 31,
                                                                    2019
                                                                (in millions)
Operating results:
Revenues                                                                        101
Expenses                                                                        110
Adjusted operating income                                                        (9 )
Other adjustments(1)                                                            (47 )
Income (loss) before income taxes and equity in
earnings of operating joint ventures                    $                   

(56 )

__________

(1) "Other adjustments" 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
    contingent consideration. See Note 22 to the Consolidated Financial
    Statements.



Adjusted Operating Income

For the period from October 10, 2019 ("acquisition date") to December 31, 2019,
adjusted operating income was $(9) million. Adjusted operating income reflects
the starting period of Assurance IQ's earnings with Prudential and includes
revenues, net of marketing and distribution expenses, related to seasonal
enrollments within our health (Health Under 65 and Medicare) product line, which
are generally most significant in the fourth quarter. Results also include
operating expenses and amortization expenses related to intangible assets
recognized as part of purchase accounting (see Note 1 and Note 10 to the
Consolidated Financial Statements for additional information).

Revenues and Expenses



Revenues were $101 million, primarily reflecting commissions and marketing
referral revenues from our health (Health Under 65 and Medicare), life
insurance, and property and casualty product lines. Expenses were $110 million
driven by marketing and distribution costs, general and administrative operating
expenses, and amortization expenses related to intangible assets.

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International Businesses

Business Update

• In December 2019, our joint venture in Chile, Administradora de Fondos de

Pensiones Habitat S.A. ("AFP Habitat"), acquired Administradora de Fondos


       de Pensiones Colfondos S.A. ("AFP Colfondos"), a leading provider of
       retirement services in Colombia.


• The Company is exploring strategic options for its Korean insurance business.





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 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. The
exchange rates used were Japanese yen at a rate of 105 yen per USD and Korean
won at a rate of 1,110 won per USD, both of which were determined 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 International Businesses' operating results for
the periods indicated.

                                                                   Year ended December 31,
                                                                2019         2018         2017

                                                                        (in millions)
Operating results:
Revenues:
Life Planner                                                 $ 11,864     $ 11,176     $ 10,644
Gibraltar Life and Other                                       11,331       11,058       10,916
Total revenues                                                 23,195       22,234       21,560
Benefits and expenses:
Life Planner                                                   10,184        9,586        9,151
Gibraltar Life and Other                                        9,652        9,382        9,211
Total benefits and expenses                                    19,836       18,968       18,362
Adjusted operating income:
Life Planner                                                    1,680        1,590        1,493
Gibraltar Life and Other                                        1,679        1,676        1,705
Total adjusted operating income                                 3,359       

3,266 3,198 Realized investment gains (losses), net, and related adjustments(1)

                                                  1,311          172          985
Charges related to realized investment gains (losses), net        (14 )         10          (18 )
Market experience updates(2)                                      (44 )          0            0

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

                (107 )     

(69 ) (43 ) Income (loss) before income taxes and equity in earnings of operating joint ventures

$  4,505     $ 

3,379 $ 4,122

__________

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

presentation.

(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. The

Company had historically recognized these impacts in adjusted operating


    income. See Note 22 to the Consolidated Financial Statements for additional
    information.



Adjusted Operating Income

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2019 to 2018 Annual Comparison. Adjusted operating income from our Life Planner
operations increased $90 million including a net favorable impact of $19 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 $1 million net benefit in
2019 compared to a $49 million net charge in 2018. The net charge in 2018 was
primarily driven by the impact from unfavorable economic assumption updates
driven by a lower long-term interest rate assumption in Japan.

Excluding these items, adjusted operating income from our Life Planner
operations increased $21 million, primarily reflecting business growth in Japan,
higher underwriting results driven by a favorable impact from mortality
experience and policyholders' behavior, and higher net investment spread results
driven by higher income on non-coupon investments and higher prepayment fee
income. Also contributing to the increase was an unfavorable impact from changes
in market conditions on estimates of profitability in the prior period.
Beginning in the second quarter of 2019, the impact from this activity is
excluded from adjusted operating income (see Note 22 to the Consolidated
Financial Statements for additional information). These increases were partially
offset by higher expenses driven by updates to legal reserves, as well as higher
costs including those related to business growth and business initiatives.

Adjusted operating income from our Gibraltar Life and Other operations increased
$3 million including a net favorable impact of $14 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 $7 million net benefit in 2019
compared to a $32 million net charge in 2018. The net benefit in 2019 reflected
a net positive impact primarily related to updates to lapse assumptions. The net
charge in 2018 was primarily driven by the impact from unfavorable economic
assumption updates driven by a lower long-term interest rate assumption in
Japan, as well as other refinements.

Excluding these items, adjusted operating income from our Gibraltar Life and
Other operations decreased $50 million, primarily reflecting higher expenses
related to costs associated with business growth and business initiatives,
including enhancements to sales processes and distribution. Also contributing to
the decrease were lower underwriting results driven by an unfavorable impact
from mortality experience and policyholders' behavior. These decreases were
partially offset by the favorable impact from growth of business in force,
higher net investment spread results driven by higher income on non-coupon
investments and higher prepayment fee income, and higher other income driven by
a favorable impact from our joint venture investments.

Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues from our Life Planner operations
increased $688 million including a net unfavorable impact of $98 million from
currency fluctuations and a net charge of $16 million from our annual reviews
and update of assumptions and other refinements. Excluding these items, revenues
increased $802 million, primarily driven by higher premiums related to the
business growth, and higher net investment spread results driven by higher
income on non-coupon investments and higher prepayment fee income.

Benefits and expenses from our Life Planner operations increased $598 million
including a net favorable impact of $117 million from currency fluctuations and
a net benefit of $66 million from our annual review and update of assumptions
and other refinements. Excluding these items, benefits and expenses increased
$781 million, primarily reflecting higher policyholders' benefits, including
changes in reserves, driven by business growth, and higher expenses driven by
updates to legal reserves, as well as higher costs including those related to
business growth and business initiatives.

Revenues from our Gibraltar Life and Other operations increased $273 million,
including a net favorable impact of $30 million from currency fluctuations.
Excluding this item, revenues increased $243 million, primarily reflecting
higher net investment results driven by higher income on non-coupon investments
and higher prepayment fee income, and higher other income driven by a favorable
impact from our joint venture investments.

Benefits and expenses from our Gibraltar Life and Other operations increased
$270 million including a net unfavorable impact of $16 million from currency
fluctuations and a net benefit of $39 million from our annual reviews and update
of assumptions and other refinements. Excluding these items, benefits and
expenses increased $293 million, primarily driven by an increase in
policyholders' benefits, including changes in reserves, driven by growth of
business in force, and higher expenses related to costs associated with business
growth and business initiatives, including enhancements to sales processes and
distribution.

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.


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                                           Year ended December 31,
                                         2019          2018       2017

                                                (in millions)
Annualized new business premiums:
On an actual exchange rate basis:
Life Planner                         $   1,392       $ 1,257    $ 1,391
Gibraltar Life and Other                 1,213         1,483      1,595
Total                                $   2,605       $ 2,740    $ 2,986
On a constant exchange rate basis:
Life Planner                             1,420         1,262      1,402
Gibraltar Life and Other                 1,219         1,490      1,619
Total                                $   2,639       $ 2,752    $ 3,021



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 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.

2019 to 2018 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, 2019                                         Year Ended December 31, 2018
                               Accident                                                             Accident
                                   &          Retirement                                                &          Retirement
                    Life        Health           (1)           Annuity       Total       Life        Health           (1)           Annuity       Total

                                                                               (in millions)
Life Planner      $   769     $     115     $        430     $     106     $ 1,420     $   704     $     119     $        347     $      92     $ 1,262
Gibraltar Life
and Other:
Life
Consultants           348            40               82           142         612         313            46              101           329         789
Banks(2)              378               0             38            12         428         413             1               28            38         480
Independent
Agency                 88             7               68            16         179         114            11               62            34         221
Subtotal              814            47              188           170       1,219         840            58              191           401       1,490
Total             $ 1,583     $     162     $        618     $     276     $ 2,639     $ 1,544     $     177     $        538     $     493     $ 2,752


__________

(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 1% and 66%, respectively,

of total Japanese bank distribution channel annualized new business premiums,

excluding annuity products, for the year ended December 31, 2019, and 0% and

71%, respectively, of total Japanese bank distribution channel annualized new


    business premiums, excluding annuity products, for the year ended
    December 31, 2018.



Annualized new business premiums, on a constant exchange rate basis, from our
Life Planner operations increased $158 million driven by growth in Life Planner
headcount, as discussed below, as well as higher average premium sizes in our
Japan, Korea and Brazil operations.

Annualized new business premiums, on a constant exchange rate basis, from our
Gibraltar Life and Other operations decreased $271 million. Life Consultants
sales decreased $177 million, primarily reflecting lower sales of
USD-denominated fixed annuity products driven by declines in crediting rates, a
lower Life Consultant headcount, as discussed below, and prioritization of our
strategy to focus on recurring pay protection products. Bank channel sales
decreased $52 million, primarily from lower sales of

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protection products and lower sales of USD-denominated products due to increased
competition. Independent Agency sales decreased $42 million, primarily driven by
the suspension of corporate term products in the first quarter of 2019 (see
"Business-Regulation-International Taxation") and declines in crediting rates
for fixed annuity products.

Sales Force

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

                                 As of December 31,
                              2019      2018      2017
Life Planners:
Japan                         4,356     4,183     3,941
All other countries           4,062     3,786     3,890
Gibraltar Life Consultants    7,403     7,964     8,326
Total                        15,821    15,933    16,157



2019 to 2018 Comparison. The number of Life Planners increased by 449, driven by
an increase of 173 in Japan as a result of recruiting efforts and fewer
terminations. Life Planners increased by 276 in other operations, primarily due
to increases in Brazil and Korea as a result of recruiting efforts. The number
of Gibraltar Life Consultants decreased by 561, primarily reflecting more
selective recruiting efforts and retention standards.

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,
                                                                2019         2018         2017

                                                                        (in millions)
Operating results:
Capital debt interest expense                                $   (787 )   $   (726 )   $   (705 )
Investment income, net of operating debt interest expense         171           86           96
Pension and employee benefits                                     149          195          157
Other corporate activities(1)                                  (1,299 )       (838 )       (985 )
Adjusted operating income                                      (1,766 )    

(1,283 ) (1,437 ) Realized investment gains (losses), net, and related adjustments

                                                      (193 )        216         (407 )
Charges related to realized investment gains (losses), net        (53 )          7          (26 )
Market experience updates(2)                                      (10 )          0            0
Divested and Run-off Businesses                                   452       

(1,535 ) 38 Equity in earnings of operating joint ventures and earnings attributable to noncontrolling interests

                  (6 )          4          (19 )
Income (loss) before income taxes and equity in earnings
of operating joint ventures                                  $ (1,576 )   $ (2,591 )   $ (1,851 )


__________

(1) Includes consolidating adjustments.

(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. The

Company had historically recognized these impacts in adjusted operating

income. See Note 22 to the Consolidated Financial Statements for additional


    information.




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2019 to 2018 Annual Comparison. The loss from Corporate and Other operations, on
an adjusted operating income basis, increased $483 million. Net charges from
other corporate activities increased $461 million, primarily reflecting
implementation costs for certain programs that are expected to result in margin
improvements, including a charge related to the Company's Voluntary Separation
Program (see "-Overview" above). The increase also reflected higher costs for
long-term and deferred compensation plans tied to Company stock and equity
market performance, and certain acquisition costs in the current period,
partially offset by lower enhanced supervision costs and decreases in other
corporate charges. Capital debt interest expense increased $61 million,
reflecting higher average debt balances. Results for investment income, net of
operating debt interest expense, increased $85 million, driven by an increase in
net investment income driven by higher average invested assets and higher income
on highly liquid assets. Beginning in the fourth quarter of 2019, the Company
implemented certain changes that are expected to reduce market-based earnings
volatility on the long-term and deferred compensation plans.

Results from pension and employee benefits were less favorable by $46 million,
primarily reflecting lower income from our qualified pension plan, due to higher
interest costs on plan obligations driven by the increase in interest rates in
2018.

For purposes of calculating pension income from our qualified pension plan for
the year ended December 31, 2020, we will decrease the discount rate from 4.30%
to 3.30% as of December 31, 2019. The expected rate of return on plan assets
will decrease from 6.50% in 2019 to 6.00% in 2020. The assumed rate of increase
in compensation will remain unchanged at 4.50%. Giving effect to the foregoing
assumptions and other factors, we expect income from our qualified pension plan
in 2020 to be approximately $25 million to $30 million higher than 2019 levels.
The increase is driven by higher expected returns on plan assets due to higher
than expected plan fixed income asset growth in 2019 as well as lower interest
costs on the plan obligation due to the lower discount rate.

For purposes of calculating postretirement benefit expenses for the year ended
December 31, 2020, we will decrease the discount rate from 4.30% to 3.25% as of
December 31, 2019. The expected rate of return on plan assets will decrease from
7.00% in 2019 to 6.75% in 2020. Giving effect to the foregoing assumptions and
other factors, we expect postretirement benefit expenses in 2020 to be
approximately $20 million to $25 million lower than 2019 levels. The decrease in
expenses is driven by higher expected returns on plan assets due to higher than
expected asset growth in 2019, as well as lower interest costs on the plan
obligation due to the lower discount rate.

In 2020, 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, see Note 18
to the Consolidated Financial Statements.

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,
                                                                2019          2018        2017

                                                                        (in millions)
Long-Term Care                                               $   469       $ (1,458 )   $   42
Other                                                            (17 )     

(77 ) (4 ) Total Divested and Run-off Businesses income (loss) excluded from adjusted operating income

$   452

$ (1,535 ) $ 38

Long-Term Care. Results for the year ended December 31, 2019 increased compared
to 2018, primarily reflecting a favorable comparative net impact from our annual
reviews and update of assumptions and other refinements. Results for 2019
included a $9 million net charge from these updates and results for 2018
included a $1,458 million net charge from these updates, including the removal
of our assumption of expected future morbidity improvement, reflecting
unfavorable morbidity experience relative to prior expectations. Excluding these
items, results for 2019 increased compared to 2018, reflecting net realized
investment gains in the current period compared to net realized investment
losses in the prior year period, driven by the favorable comparative

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change in the market value of derivatives used for duration management. The increase also reflects the favorable comparative change in the market value of investments in equity securities.



Other. Results for the year ended December 31, 2019 reflect less unfavorable
results in comparison to the prior year period primarily reflecting lower
comparative losses in 2019 related to the sale of our Pramerica of Italy
subsidiary, which closed in December 2019, and the exit of our PGIM Brazil
operations in 2018, partially offset by the absence of a gain related to the
sale of our Pramerica of Poland subsidiary in 2018.

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
details.

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 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, 2019, the excess of actual cumulative earnings over the
expected cumulative earnings was $2,816 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 period, 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 arisen subsequent to the establishment of
the Closed Block has been reflected as a policyholder dividend obligation of
$3,332 million at December 31, 2019, 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,
                                                                2019         2018        2017
                                                                        (in millions)
U.S. GAAP results:
Revenues                                                     $   5,642     $ 4,678     $ 5,826
Benefits and expenses                                            5,606     

4,740 5,781 Income (loss) before income taxes and equity in earnings of operating joint ventures

$      36     $   (62 )   $    45

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



2019 to 2018 Annual Comparison. Income (loss) before income taxes and equity in
earnings of operating joint ventures increased $98 million. Results for 2019
primarily reflected an increase in net realized investment gains and related
activity primarily driven by gains from sales of fixed maturities and favorable
changes in the value of equity securities. Net investment income increased
primarily due to higher income on non-coupon investments and higher prepayment
fee income, partially offset by lower income on fixed income investments. Net
insurance activity results increased primarily as a result of a decrease in the
2020 dividend scale, partially offset by a decrease in premiums as a result of
runoff of policies in force and higher benefit payments. As a result of the
above and other variances, a $564 million increase in the policyholder dividend
obligation was recorded in 2019, compared to a $508 million reduction in 2018.
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."

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Revenues, Benefits and Expenses



2019 to 2018 Annual Comparison. Revenues increased $964 million primarily driven
by an increase in net realized investment gains and related activity, and net
investment income, as discussed above.

Benefits and expenses increased $866 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 2019 and 2018 and 35% applicable for 2017,
and the reported income tax (benefit) expense are provided in the following
table:

                                                                 Year Ended December 31,
                                                             2019        2018         2017

                                                                      (in millions)

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

$ 1,068     $ 1,015     $  2,270
Non-taxable investment income                                 (270 )      (246 )       (369 )
Foreign taxes at other than U.S. rate                          225         349         (249 )
Low-income housing and other tax credits                      (118 )      (112 )       (126 )
Changes in tax law                                               0        (321 )     (2,858 )
Other                                                           42         137         (106 )
Reported income tax expense (benefit)                      $   947     $   822     $ (1,438 )
Effective tax rate                                            18.6 %      17.0 %      (22.2 )%



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 2019, 2018 and 2017 was
18.6%, 17.0%, and (22.2)%, respectively. For a detailed description of the
nature of each significant reconciling item, see Note 16 to the Consolidated
Financial Statements. The increase in the effective tax rate from (22.2)% in
2017 to 17.0% in 2018, and to 18.6% in 2019 was primarily driven by the impacts
of the Tax Act of 2017 in 2017 and 2018.

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, 2019, 2018 and 2017 was $18
million, $20 million and $45 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


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Certain products included in the Retirement and International Businesses
segments 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. 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)." Interest and dividend income
for these investments is reported in "Net investment income." To a lesser
extent, these experience-rated products are also supported by derivatives and
commercial mortgage and other loans. The derivatives that support these
experience-rated products are reflected on the Consolidated Statements of
Financial Position as "Other invested assets" and are carried at fair value, and
the realized and unrealized gains (losses) are reported in "Realized investment
gains (losses), net." The commercial mortgage and other loans that support these
experience-rated products are carried at unpaid principal, net of unamortized
discounts and an allowance for losses, and are reflected on the Consolidated
Statements of Financial Position as "Commercial mortgage and other loans." Gains
(losses) on sales and changes in the valuation allowance for commercial mortgage
and other loans are reported in "Realized investment gains (losses), net."

Our Retirement segment 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
through a corresponding adjustment to the related liability, primarily
classified in the Consolidated Statements of Financial Position as
"Policyholders' account balances." The adjustment to the liability is based on
changes in the fair value of all of the related assets, including commercial
mortgage and other loans, which are carried at amortized cost, less any
valuation allowance. 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.

In our International Businesses, the experience-rated products are fully
participating. As a result, the entire return on the underlying investments is
passed back to policyholders through a corresponding adjustment to the related
liability.

Adjusted operating income excludes net investment gains (losses) on assets
supporting experience-rated contractholder liabilities, related derivatives and
commercial mortgage and other loans. 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 (including changes in the fair value of commercial
mortgage and other loans) 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.

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,
                                                                2019         2018        2017
                                                                       (in millions)
Retirement:
Investment gains (losses) on assets supporting
experience-rated contractholder liabilities, net(1)          $   699       $  (472 )   $  (57 )
Change in experience-rated contractholder liabilities due
to asset value changes                                          (682 )         435         67
Gains (losses), net, on experienced rated contracts(2)(3)    $    17       $   (37 )   $   10
International Businesses:
Investment gains (losses) on assets supporting
experience-rated contractholder liabilities, net             $   267       

$ (275 ) $ 218 Change in experience-rated contractholder liabilities due to asset value changes

                                          (267 )         275       (218 )
Gains (losses), net, on experienced rated contracts          $     0       $     0     $    0
Total:
Investment gains (losses) on assets supporting
experience-rated contractholder liabilities, net(1)          $   966       $  (747 )   $  161
Change in experience-rated contractholder liabilities due
to asset value changes                                          (949 )      

710 (151 ) Gains (losses), net, on experienced rated contracts(2)(3) $ 17 $ (37 ) $ 10





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__________

(1) Prior period amounts have been reclassified to conform to current period

presentation.

(2) 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 $7 million, $99 million and $18 million as of

December 31, 2019, 2018 and 2017, 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.

(3) Included in the amounts above related to the change in the liability to

contractholders as a result of commercial mortgage and other loans are an

increase of $57 million, and decreases of $23 million and $21 million for the

years ended December 31, 2019, 2018 and 2017, 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.



The net impacts, for the Retirement segment, of changes in experience-rated
contractholder liabilities and investment gains (losses) on assets supporting
experience-rated contractholder liabilities and other related investments
reflect 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. These
impacts also reflect the difference between the fair value of the underlying
commercial mortgages and other loans and the amortized cost, less any valuation
allowance, of these loans, as described above.

                      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, 2019                                                As of December 31, 2018
                                  PFI excluding Closed Block                                             PFI excluding Closed Block
                                           Division                     Closed Block Division                     Division                     Closed Block Division
                                  Total at           Total            Total at           Total           Total at           Total            Total at           Total
                                 Fair Value        Level 3(1)        Fair Value        Level 3(1)       Fair Value        Level 3(1)        Fair Value        Level 3(1)
                                                                                              (in millions)
Fixed maturities,
available-for-sale             $     349,720     $      3,570     $       41,376     $        745     $     314,911     $      3,455     $       38,745     $        780
Assets supporting
experience-rated
contractholder liabilities:
Fixed maturities                      19,530              730                  0                0            19,579              818                  0                0
Equity securities                      1,790                0                  0                0             1,460                1                  0                0
All other(2)                             261                0                  0                0               215                0                  0                0
Subtotal                              21,581              730                  0                0            21,254              819                  0                0
Fixed maturities, trading              3,628              275                256               12             3,048              204                195                2
Equity securities                      5,140              557              2,245               76             4,316              604              1,784               67
Commercial mortgage and other
loans                                    228                0                  0                0               763                0                  0                0
Other invested assets(3)               1,433              567                  0                0             1,404              263                  5                0
Short-term investments                 3,789              119                147               36             5,040               65                453               24
Cash equivalents                       8,855               99                151               32             9,027               59                451               18
Other assets                             113              113                  0                0                25               25                  0                0
Separate account assets              288,724            1,717                  0                0           254,066            1,534                  0                0
Total assets                   $     683,211     $      7,747     $       44,175     $        901     $     613,854     $      7,028     $       41,633     $        891
Future policy benefits         $      12,831     $     12,831     $            0     $          0     $       8,926     $      8,926     $            0     $          0
Policyholders' account
balances                               1,316            1,316                  0                0                56               56                  0                0
Other liabilities(3)                     928              105                  8                0               135                0                  0                0
Notes issued by consolidated
variable interest entities
("VIEs")                                 800              800                  0                0               595              595                  0                0
Total liabilities              $      15,875     $     15,052     $            8     $          0     $       9,712     $      9,577     $            0     $          0


__________

(1) 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 1.1% and 2.0%, respectively, as of

December 31, 2019 and 1.1% and 2.1%, respectively, as of December 31, 2018.

(2) "All other" represents cash equivalents and short-term investments.

(3) "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 $1.8 billion of public fixed maturities as of December 31, 2019
with values primarily based on indicative broker quotes, and approximately $2.8
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.


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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 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 OTTI policies, including our assertions regarding any
intention or requirement to sell debt securities before anticipated recovery,
see "-Realized Investment Gains and Losses-Impairments" 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,
2019, the average duration of our domestic general account investment portfolios
attributable to PFI excluding the Closed Block division, including the impact of
derivatives, was approximately 7 years. As of December 31, 2019, the average
duration of our international general account portfolios attributable to our
Japanese insurance operations, including the impact of derivatives, was between
11 and 12 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.




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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:
                                                                     December 31, 2019
                                                      PFI Excluding              Closed Block
                                                  Closed Block Division            Division           Total
                                                                      ($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value    $     296,382            64.9 %   $        29,011     $ 325,393
Public, held-to-maturity, at amortized
cost                                                 1,705             0.4                   0         1,705
Private, available-for-sale, at fair value          52,750            11.6              12,365        65,115
Private, held-to-maturity, at amortized
cost                                                   228             0.1                   0           228
Fixed maturities, trading, at fair value             2,467             0.5                 256         2,723
Assets supporting experience-rated
contractholder liabilities, at fair value           21,597             4.7                   0        21,597
Equity securities, at fair value                     4,586             1.0               2,245         6,831
Commercial mortgage and other loans, at
book value                                          54,671            12.0               8,629        63,300
Policy loans, at outstanding balance                 7,832             1.7               4,264        12,096
Other invested assets(1)                             9,210             2.0               3,334        12,544
Short-term investments                               5,223             1.1                 227         5,450
Total general account investments                  456,651           100.0 %            60,331       516,982
Invested assets of other entities and
operations(2)                                        5,778                                   0         5,778
Total investments                            $     462,429                     $        60,331     $ 522,760

                                                                     December 31, 2018
                                                      PFI Excluding              Closed Block
                                                  Closed Block Division            Division           Total
                                                                      ($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value    $     269,109            64.8 %   $        26,203     $ 295,312
Public, held-to-maturity, at amortized
cost                                                 1,745             0.4                   0         1,745
Private, available-for-sale, at fair value          45,328            10.9              12,542        57,870
Private, held-to-maturity, at amortized
cost                                                   268             0.1                   0           268
Fixed maturities, trading, at fair value             1,893             0.5                 195         2,088
Assets supporting experience-rated
contractholder liabilities, at fair value           21,254             5.1                   0        21,254
Equity securities, at fair value                     3,849             0.9               1,784         5,633
Commercial mortgage and other loans, at
book value                                          50,251            12.1               8,782        59,033
Policy loans, at outstanding balance                 7,606             1.8               4,410        12,016
Other invested assets(1)                             8,407             2.0               3,316        11,723
Short-term investments                               5,948             1.4                 478         6,426
Total general account investments                  415,658           100.0 %            57,710       473,368
Invested assets of other entities and
operations(2)                                        5,877                                   0         5,877
Total investments                            $     421,535                     $        57,710     $ 479,245


__________

(1) 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.

(2) 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.






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The increase in general account investments attributable to PFI excluding the
Closed Block division in 2019 was primarily due to market appreciation from a
decrease in U.S. and Japan interest rates and tighter credit spreads, the
reinvestment of net investment income and net business inflows. 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, 2019 and 2018, 42% 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,
                                                              2019             2018
                                                                  (in millions)
Fixed maturities:
Public, available-for-sale, at fair value                $    142,220     $ 

133,084


Public, held-to-maturity, at amortized cost                     1,705       

1,745


Private, available-for-sale, at fair value                     19,189       

16,222


Private, held-to-maturity, at amortized cost                      228       

268


Fixed maturities, trading, at fair value                          492       

328


Assets supporting experience-rated contractholder
liabilities, at fair value                                      2,777       

2,441


Equity securities, at fair value                                2,185       

1,972


Commercial mortgage and other loans, at book value             19,138       

17,228


Policy loans, at outstanding balance                            2,859            2,715
Other invested assets(1)                                        2,187            1,957
Short-term investments                                            165              451
Total Japanese general account investments               $    193,145     $ 

178,411

__________

(1) Other invested assets consist of investments in LPs/LLCs, investment real


    estate held through direct ownership, derivative instruments and other
    miscellaneous investments.


The increase in general account investments related to our Japanese insurance operations in 2019 was primarily attributable to market appreciation from a decrease in U.S. and Japan interest rates and tighter credit spreads, the reinvestment of net investment income and net business inflows.



As of December 31, 2019, our Japanese insurance operations had $77.1 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
$62.4 billion that support liabilities denominated in U.S. dollars, with the
remainder hedging our foreign currency exchange rate exposure on U.S.
dollar-equivalent equity. As of December 31, 2018, our Japanese insurance
operations had $64.9 billion, at carrying value, of investments denominated in
U.S. dollars, including $2.5 billion that were hedged to yen through third-party
derivative contracts and $50.0 billion that support liabilities denominated in
U.S. dollars, with the remainder hedging our foreign currency exchange rate
exposure on U.S. dollar-equivalent equity. The $12.2 billion increase in the
carrying value of U.S. dollar-denominated investments from December 31, 2018 was
primarily attributable to the impact of the decrease in the U.S. treasury bond
rates and credit rate spreads, portfolio growth as a result of net business
inflows and the reinvestment of net investment income.

Our Japanese insurance operations had $9.9 billion and $10.1 billion, at
carrying value, of investments denominated in Australian dollars that support
liabilities denominated in Australian dollars, as of December 31, 2019 and 2018,
respectively. The $0.2 billion decrease in the carrying value of Australian
dollar-denominated investments from December 31, 2018 was primarily attributable
to the run off of the portfolio. 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 "-Segment Results of
Operations-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 reported

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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, 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



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Year Ended December 31, 2018


                        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)     4.68  %      $    7,004              2.93  %      $       3,707            3.87  %        $   10,711     $   1,692       $   12,403
Assets supporting
experience-rated
contractholder
liabilities             3.62                674              1.81                    46            3.41                  720             0              720
Equity securities       2.28                 48              3.45                    72            2.86                  120            45              165
Commercial mortgage
and other loans         4.03              1,299              3.96                   623            4.01                1,922           407            2,329
Policy loans            5.44                258              3.92                   101            4.91                  359           263              622
Short-term
investments and cash
equivalents             2.20                265              2.83                    33            2.25                  298            30              328
Gross investment
income                  4.36              9,548              3.04                 4,582            3.82               14,130         2,437           16,567
Investment expenses    (0.15 )             (397 )           (0.13 )                (237 )         (0.14 )               (634 )        (204 )           (838 )
Investment income
after investment
expenses                4.21  %           9,151              2.91  %              4,345            3.68  %            13,496         2,233           15,729
Other invested
assets(3)                                   221                                      93                                  314            55              369
Investment results of
other entities and
operations(4)                                78                                       0                                   78             0               78
Total investment
income                               $    9,450                           $       4,438                           $   13,888     $   2,288       $   16,176


                                                                          

Year Ended December 31, 2017


                        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)     4.61  %      $    6,464              3.06  %      $       3,624            3.90  %        $   10,088     $   1,770       $   11,858
Assets supporting
experience-rated
contractholder
liabilities             3.61                695              1.73                    41            3.40                  736             0              736
Equity securities       5.75                247              2.91                    79            4.65                  326            50              376
Commercial mortgage
and other loans         4.13              1,285              4.05                   515            4.10                1,800           449            2,249
Policy loans            5.41                250              4.00                    97            4.92                  347           271              618
Short-term
investments and cash
equivalents             1.31                158              1.25                    14            1.31                  172            25              197
Gross investment
income                  4.02              9,099              3.11                 4,370            3.66               13,469         2,565           16,034
Investment expenses    (0.14 )             (306 )           (0.12 )                (184 )         (0.13 )               (490 )        (177 )           (667 )
Investment income
after investment
expenses                3.88  %           8,793              2.99  %              4,186            3.53  %            12,979         2,388           15,367
Other invested
assets(3)                                   498                                     132                                  630           265              895
Investment results of
other entities and
operations(4)                               173                                       0                                  173             0              173
Total investment
income                               $    9,464                           $       4,318                           $   13,782     $   2,653       $   16,435


__________

(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. 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. Total

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 3.81%, 3.77% and 3.68% for the years ended December 31,

2019, 2018 and 2017, respectively.





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 2019 compared to 2018 was
primarily the result of higher fixed income prepayment fees and call premiums
and higher returns on short-term investments based on an increase in short-term
rates.

The decrease in investment income after investment expenses yield attributable
to the Japanese insurance operations' portfolio for 2019 compared to 2018 was
primarily the result of lower 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 $47.5 billion and $44.3
billion, for the years ended December 31, 2019 and 2018, 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 $8.4 billion and $9.8
billion, for the years ended December 31, 2019 and 2018, 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-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 charges and
adjustments, for the periods indicated:

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                                                           Years Ended December 31,
                                                    2019              2018             2017
                                                                 (in millions)
PFI excluding Closed Block Division:
Realized investment gains (losses), net:
Due to foreign exchange movements on
securities approaching maturity                $        (53 )     $       (23 )   $        (36 )
Due to securities actively marketed for sale             (4 )             (24 )            (12 )
Due to credit or adverse conditions of the
respective issuer(1)                                   (175 )            (169 )           (121 )
OTTI losses on fixed maturities recognized
in earnings(2)                                         (232 )            (216 )           (169 )
Net gains (losses) on sales and maturities              867               504              577
Fixed maturity securities(3)                            635               288              408
OTTI losses on equity securities recognized
in earnings(4)                                            0                 0              (23 )
Net gains (losses) on sales and maturities                0                 0              588
Equity securities(5)                                      0                 0              565
Commercial mortgage and other loans                      (6 )             (15 )             (2 )
Derivatives                                          (1,623 )           1,249           (1,061 )
OTTI losses on other invested assets
recognized in earnings(6)                               (18 )              (7 )            (19 )
Other net gains (losses)                                 70               106               18
Other                                                    52                99               (1 )
Subtotal                                               (942 )           1,621              (91 )
Investment results of other entities and
operations(7)                                           (38 )             226              (11 )
Total - PFI excluding Closed Block Division            (980 )           1,847             (102 )
Related adjustments                                     216            (1,381 )           (500 )
Realized investment gains (losses), net, and
related adjustments                                    (764 )             466             (602 )
Related charges                                        (125 )            (316 )            544
Realized investment gains (losses), net, and
related charges and adjustments                $       (889 )     $       150     $        (58 )
Closed Block Division:
Realized investment gains (losses), net:
Due to foreign exchange movements on
securities approaching maturity                $        (56 )     $       (28 )   $        (15 )
Due to securities actively marketed for sale              0                (9 )            (13 )
Due to credit or adverse conditions of the
respective issuer(1)                                    (27 )             (26 )            (70 )
OTTI losses on fixed maturities recognized
in earnings(2)                                          (83 )             (63 )            (98 )
Net gains (losses) on sales and maturities              417                 3              271
Fixed maturity securities(3)                            334               (60 )            173
OTTI losses on equity securities recognized
in earnings(4)                                            0                 0               (4 )
Net gains (losses) on sales and maturities                0                 0              505
Equity securities(5)                                      0                 0              501
Commercial mortgage and other loans                       3                (6 )              0
Derivatives                                             193               193             (128 )
OTTI losses on other invested assets
recognized in earnings(6)                                 0                (1 )            (14 )
Other net gains (losses)                                 (9 )               4                2
Other                                                    (9 )               3              (12 )
Subtotal - Closed Block Division                        521               130              534
Consolidated PFI realized investment gains
(losses), net                                  $       (459 )     $     1,977     $        432



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__________

(1) Represents circumstances where we believe credit events or other adverse

conditions of the respective issuers have caused or will lead to a deficiency

in the contractual cash flows related to the investment. The amount of the

impairment recorded in earnings is the difference between the amortized cost

of the debt security and the net present value of its projected future cash

flows discounted at the effective interest rate implicit in the debt security

prior to impairment.

(2) Excludes the portion of OTTI recorded in OCI, representing any difference

between the fair value of the impaired debt security and the net present

value of its projected future cash flows at the time of impairment.

(3) Includes fixed maturity securities classified as available-for-sale and

held-to-maturity and excludes fixed maturity securities classified as

trading.

(4) Effective January 1, 2018, the identification of OTTI for equity securities

is no longer needed as all of these investments are now measured at fair

value with changes in fair value reported in earnings.

(5) Effective January 1, 2018, realized gains (losses) on equity securities are

recorded within "Other income (loss)."

(6) Primarily includes OTTI related to investments in LPs/LLCs and real estate

held through direct ownership.

(7) Includes "realized investment gains (losses), net" of our investment

management operations.

2019 to 2018 Annual Comparison



Net gains on sales and maturities of fixed maturity securities were $867 million
and $504 million for the years ended December 31, 2019 and 2018, respectively,
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.

Net realized losses on derivative instruments of $1,623 million, for the year
ended December 31, 2019, primarily included:
•         $2,677 million of losses on product-related embedded derivatives and

related hedge positions associated with certain variable annuity

contracts; and

• $1,070 million of losses on capital hedges due to increases in equity indices.

Partially offsetting these losses were:

• $1,354 million of gains on interest rate derivatives due to decreases


          in swap and U.S. Treasury rates;


•         $378 million of gains on foreign currency hedges due to U.S. dollar
          appreciation versus the euro;

• $145 million of gains for fees earned on fee-based synthetic GICs; and

• $124 million of gains on credit default swaps primarily due to spreads


          tightening.



Net realized gains on derivative instruments of $1,249 million, for the year
ended December 31, 2018, primarily included:
•         $575 million of gains on foreign currency hedges due to U.S. dollar and
          Japanese yen appreciation;


•         $529 million of gains on product-related embedded derivatives and
          related hedge positions associated with certain variable annuity
          contracts;

• $363 million of gains on capital hedges due to decreases in equity

indices; and

• $150 million of gains for fees earned on fee-based synthetic GICs.

Partially offsetting these gains were:

• $362 million of losses on interest rate derivatives due to increases in

swap and U.S. Treasury rates.





For a discussion of living benefit guarantees and related hedge positions in our
Individual Annuities segment, see "-Results of Operations-U.S. Businesses-U.S.
Individual Solutions Division-Individual Annuities" above.
Related adjustments include the portions of "Realized investment gains (losses),
net" that are included in adjusted operating income and 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 are excluded from adjusted
operating income. Results for the years ended December 31, 2019 and 2018
reflected related adjustments of net positive of $216 million and net negative
$1,381 million, respectively. Both periods' results reflected settlements and
changes in values related to interest rate and currency derivatives, as well as
changes in fair value of equity securities recorded in "Other income (loss)."
Charges that relate to "Realized investment gains (losses), net" are also
excluded from adjusted operating income and may be reflected as net charges or
net benefits. Results for the years ended December 31, 2019 and 2018 reflected
net related charges of $125 million and $316 million, respectively. Both
periods' results were primarily driven by the impact of derivative activity on
the amortization of DAC and other costs and certain policyholder reserves.
Impairments


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The level of OTTI generally reflects economic conditions and is expected to
increase when economic conditions worsen and to decrease when economic
conditions improve. Historically, the causes of OTTI have been specific to each
individual issuer and have not directly resulted in impairments 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 origination 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, 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.

Retail-Related Investments



As of December 31, 2019, PFI excluding the Closed Block division had
retail-related investments of approximately $14 billion consisting primarily of
$6 billion of corporate fixed maturities of which 90% were considered investment
grade; $7 billion of commercial mortgage loans with a weighted-average
loan-to-value ratio of approximately 51% and weighted-average debt service
coverage ratio of 2.43 times; and $1 billion of real estate held through direct
ownership and real estate-related LPs/LLCs.

In addition, we held approximately $11 billion of commercial mortgage-backed
securities, of which approximately 79% and 20% were rated AAA (super-senior) and
AA, respectively, and comprised of diversified collateral pools. Approximately
30% of the collateral pools were comprised of retail-related investments, with
no pools solely collateralized by retail-related investments. For additional
information regarding commercial mortgage-backed securities, see "-Fixed
Maturity Securities-Fixed Maturity Securities Credit Quality" below.

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, Inc. 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, 2019
                                           Amortized
                                              Cost       % of Total
                                               ($ in millions)
Corporate & government securities:
Maturing in 2020                          $    10,693          3.5 %
Maturing in 2021                               10,825          3.5
Maturing in 2022                               10,097          3.3
Maturing in 2023                               11,959          3.8
Maturing in 2024                               12,591          4.1
Maturing in 2025                               11,697          3.8
Maturing in 2026                               13,689          4.4
Maturing in 2027                               13,726          4.4
Maturing in 2028                               10,586          3.4
Maturing in 2029                               12,936          4.2
Maturing in 2030                                8,126          2.6
Maturing in 2031 and beyond                   159,344         51.5

Total corporate & government securities 286,269 92.5 Asset-backed securities

                         9,832          3.2

Commercial mortgage-backed securities 10,211 3.3 Residential mortgage-backed securities 3,265 1.0 Total fixed maturities

                    $   309,577        100.0 %



Fixed Maturity Securities and Unrealized Gains and Losses by Industry



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

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                                           December 31, 2019                                              December 31, 2018
                                         Gross            Gross                                         Gross            Gross
                       Amortized       Unrealized       Unrealized        Fair        Amortized       Unrealized       Unrealized        Fair

Industry(1) Cost Gains(2) Losses(2) Value Cost Gains(2) Losses(2) Value


                                                                             (in millions)
Corporate securities:
Finance               $   35,338     $      2,860     $         85     $  

38,113 $ 29,831 $ 726 $ 724 $ 29,833 Consumer non-cyclical 24,941

            2,846              112        27,675         24,136            1,172              748        24,560
Utility                   22,341            2,498               81        24,758         22,179            1,073              624        22,628
Capital goods             12,287            1,150               83        13,354         11,623              561              386        11,798
Consumer cyclical         10,871              994               45        11,820         11,001              429              330        11,100
Foreign agencies           5,670              928               10         6,588          5,946              785               91         6,640
Energy                    12,922            1,126              186        13,862         11,753              524              553        11,724
Communications             5,916              939               34         6,821          6,163              455              234         6,384
Basic industry             5,949              499               38         6,410          5,431              238              158         5,511
Transportation             9,443              833               34        10,242          8,633              428              225         8,836
Technology                 3,395              278               13         3,660          3,855              155               99         3,911
Industrial other           3,894              351               33         4,212          3,764              151              154         3,761
Total corporate
securities               152,967           15,302              754       167,515        144,315            6,697            4,326       146,686
Foreign government(3)     98,771           20,940               63       119,648         97,087           16,942              301       113,728

Residential


mortgage-backed(4)         3,265              175                1         3,439          3,205              120               31         3,294
Asset-backed               9,832              123               34         9,921          9,803              122               62         9,863

Commercial


mortgage-backed           10,211              441                9        10,643          8,953               87               86         8,954
U.S. Government           24,938            4,511               94        29,355         22,290            2,563              569        24,284
State & Municipal          9,593            1,327                7        10,913          9,456              607               63        10,000
Total(5)              $  309,577     $     42,819     $        962     $ 351,434     $  295,109     $     27,138     $      5,438     $ 316,809


__________

(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) Includes $369 million of gross unrealized gains, as of December 31, 2019,

compared to $359 million of gross unrealized gains and less than $1 million

of gross unrealized losses, as of December 31, 2018, on securities classified

as held-to-maturity.

(3) As of December 31, 2019 and 2018, based on amortized cost, 77% and 76%,

respectively, represent Japanese government bonds held by our Japanese

insurance operations with no other individual country representing more than

11% of the balance.

(4) As of both December 31, 2019 and 2018, based on amortized cost, more than 99%

were rated A or higher.

(5) 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.

The increase in net unrealized gains from December 31, 2018 to December 31, 2019 was primarily due to a decrease in U.S. and Japan interest rates and credit spread tightening.

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.


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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 portfolio by NAIC Designation
or equivalent rating attributable to PFI excluding the Closed Block division, as
of the dates indicated:

                                              December 31, 2019                                               December 31, 2018
                                           Gross             Gross                                         Gross             Gross
        NAIC             Amortized       Unrealized       Unrealized       

 Fair        Amortized       Unrealized       Unrealized         Fair
  Designation(1)(2)         Cost          Gains(3)       Losses(3)(4)        Value          Cost          Gains(3)       Losses(3)(4)        Value
                                                                                (in millions)
          1             $  233,782     $     36,274     $         287     $ 269,769     $  222,290     $     24,138     $       2,568     $ 243,860
          2                 59,304            5,216               384        64,136         55,768            2,267             1,999        56,036
Subtotal High or
Highest Quality
Securities(5)              293,086           41,490               671       333,905        278,058           26,405             4,567       299,896
          3                 10,033              854                93        10,794         10,149              330               408        10,071
          4                  4,914              248                98         5,064          5,254              291               368         5,177
          5                  1,280              196                83         1,393          1,395               99                77         1,417
          6                    264               31                17           278            253               13                18           248
Subtotal Other
Securities(6)(7)            16,491            1,329               291        17,529         17,051              733               871        16,913
Total fixed
maturities              $  309,577     $     42,819     $         962     $ 351,434     $  295,109     $     27,138     $       5,438     $ 316,809


__________

(1) Reflects equivalent ratings for investments of the international insurance

operations.

(2) Includes, as of December 31, 2019 and 2018, 796 securities with amortized

cost of $3,073 million (fair value, $3,130 million) and 1,744 securities with

amortized cost of $9,079 million (fair value, $9,135 million), respectively,

that have been categorized based on expected NAIC Designations pending

receipt of SVO ratings.

(3) Includes $369 million of gross unrealized gains, as of December 31, 2019,

compared to $359 million of gross unrealized gains and less than $1 million

of gross unrealized losses, as of December 31, 2018, on securities classified

as held-to-maturity.

(4) As of December 31, 2019, includes gross unrealized losses of $188 million on

public fixed maturities and $103 million on private fixed maturities

considered to be other than high or highest quality and, as of December 31,

2018, includes gross unrealized losses of $591 million on public fixed

maturities and $280 million on private fixed maturities considered to be

other than high or highest quality.

(5) On an amortized cost basis, as of December 31, 2019, includes $249,884

million of public fixed maturities and $43,202 million of private fixed

maturities and, as of December 31, 2018, includes $238,824 million of public

fixed maturities and $39,234 million of private fixed maturities.

(6) On an amortized cost basis, as of December 31, 2019, includes $9,049 million

of public fixed maturities and $7,442 million of private fixed maturities

and, as of December 31, 2018, includes $10,588 million of public fixed

maturities and $6,463 million of private fixed maturities.

(7) On an amortized cost basis, as of December 31, 2019, securities considered

below investment grade based on lowest of external rating agency ratings

total $17,527 million, or approximately 6% of the total fixed maturities, and


    include securities considered high or highest quality by the NAIC based on
    the rules described above.


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:


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                                           December 31, 2019                                                      December 31, 2018
                            Asset-Backed                 Commercial Mortgage-Backed                 Asset-Backed                 Commercial Mortgage-Backed
                            Securities(2)                       Securities(3)                       Securities(2)                      Securities(3)
Lowest Rating                                                                                                                    Amortized
Agency Rating(1)   Amortized Cost       Fair Value     Amortized Cost     Fair Value       Amortized Cost       Fair Value         Cost          Fair Value
                                                                                (in millions)
AAA              $          9,381     $      9,377     $      8,128     $      8,454     $          9,188     $      9,151     $     7,523     $      7,528
AA                            288              304            2,068            2,173                    405              430         1,415            1,410
A                               5                6                6                7                     30               36               6                7
BBB                            12               12                9                9                     15               15               9                9
BB and below                  146              222                0                0                    165              231               0                0
Total(4)         $          9,832     $      9,921     $     10,211     $     10,643     $          9,803     $      9,863     $     8,953     $      8,954


__________

(1) The table above provides ratings as assigned by nationally recognized rating

agencies as of December 31, 2019, including S&P, Moody's, Fitch Ratings Inc.

("Fitch") and Morningstar, Inc. ("Morningstar").

(2) Includes collateralized loan obligations ("CLOs"), credit-tranched securities

collateralized by auto loans, education loans, credit cards and other asset

types.

(3) As of December 31, 2019 and 2018, based on amortized cost, 97% and 96% were

securities with vintages of 2013 or later, respectively.

(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.



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, 2019                           December 31, 2018
                                                Collateralized Loan Obligations
Lowest Rating Agency

Rating(1)               Amortized Cost          Fair Value          Amortized Cost          Fair Value
                                                         (in millions)
AAA                  $          7,294        $         7,271     $          7,355        $         7,318
AA                                  0                      0                    0                      0
A                                   0                      0                    0                      0
BBB                                 0                      0                    0                      0
BB and below                        0                      0                    0                      0
Total(2)             $          7,294        $         7,271     $          7,355        $         7,318


__________

(1) The table above provides ratings as assigned by nationally recognized rating

agencies as of December 31, 2019, including S&P, Moody's, Fitch and

Morningstar.

(2) 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.



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:

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                                                       December 31, 2019     December 31, 2018
                                                                    (in millions)
Commercial mortgage and agricultural property loans   $          53,928     $          49,524
Uncollateralized loans                                              656                   658
Residential property loans                                          124                   158
Other collateralized loans                                           65                    17
Total recorded investment gross of allowance(1)                  54,773                50,357
Allowance for credit losses                                        (102 )                (106 )

Total net commercial mortgage and other loans(2) $ 54,671 $ 50,251

__________

(1) As a percentage of recorded investment gross of allowance, more than 99% of

these assets were current as of both December 31, 2019 and 2018.

(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.



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 which do not meet the definition of a security under authoritative accounting guidance.



Residential property loans primarily include Japanese recourse loans. Upon
default of 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:




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                                                   December 31, 2019           December 31, 2018
                                                   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                                        $    18,061        33.5 %   $    16,553        33.4 %
South Atlantic                                       8,943        16.6           8,633        17.4
Middle Atlantic                                      6,664        12.4           6,088        12.3
East North Central                                   3,413         6.3           2,813         5.7
West South Central                                   5,439        10.1           5,044        10.2
Mountain                                             2,442         4.5           2,508         5.0
New England                                          1,902         3.5           1,879         3.8
West North Central                                     454         0.8             476         1.0
East South Central                                     622         1.2             595         1.2
Subtotal-U.S.                                       47,940        88.9          44,589        90.0
Europe                                               3,781         7.0           3,077         6.2
Asia                                                   886         1.6             733         1.5
Other                                                1,321         2.5           1,125         2.3
Total commercial mortgage and agricultural
property loans                                 $    53,928       100.0 %   $    49,524       100.0 %


__________

(1) Regions as defined by the United States Census Bureau.





                                                   December 31, 2019           December 31, 2018
                                                   Gross                       Gross
                                                 Carrying        % of        Carrying        % of
                                                   Value         Total         Value         Total
                                                                  ($ in millions)
Commercial mortgage and agricultural
property loans by property type:
Industrial                                     $    12,224        22.7 %   $    10,490        21.2 %
Retail                                               6,524        12.1           6,693        13.5
Office                                              11,203        20.8          10,971        22.1
Apartments/Multi-Family                             15,176        28.1          13,818        27.9
Agricultural properties                              2,856         5.3           2,710         5.5
Hospitality                                          2,066         3.8           1,587         3.2
Other                                                3,879         7.2           3,255         6.6
Total commercial mortgage and agricultural
property loans                                 $    53,928       100.0 %   $    49,524       100.0 %



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.


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As of December 31, 2019, our commercial mortgage and agricultural property loans
attributable to PFI excluding the Closed Block division had a weighted-average
debt service coverage ratio of 2.46 times and a weighted-average loan-to-value
ratio of 56%. As of December 31, 2019, 95% of commercial mortgage and
agricultural property loans were fixed rate loans. For those commercial mortgage
and agricultural property loans that were originated in 2019, the
weighted-average debt service coverage ratio was 2.68 times, and the
weighted-average loan-to-value ratio was 63%.

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 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 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 $1.8 billion and approximately
$0.7 billion of such loans as of December 31, 2019 and 2018, respectively. All
else being equal, these loans are inherently riskier than those collateralized
by properties that have already stabilized. As of December 31, 2019, there were
no loan-specific reserves 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:

                                                                     December 31, 2019
                                                    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%                                    $     28,720     $    676     $     166     $            29,562
60%-69.99%                                         14,768          968            42                  15,778
70%-79.99%                                          7,670          595            28                   8,293
80% or greater                                        179          114             2                     295
Total commercial mortgage and agricultural
property loans                               $     51,337     $  2,353     $     238     $            53,928


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, 2019
                                                               Gross
                                                              Carrying      % of
                                                               Value        Total
Year of Origination                                            ($ in millions)
2019                                                        $     9,726     18.0 %
2018                                                              8,699     16.1
2017                                                              7,365     13.7
2016                                                              6,603     12.2
2015                                                              6,231     11.6
2014                                                              4,843      9.0
2013                                                              4,972      9.2
2012 & Prior                                                      5,489     10.2

Total commercial mortgage and agricultural property loans $ 53,928 100.0 %






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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:


                                                   December 31, 2019
                                                  Gross
                                             Carrying Value     % of Total
Vintage                                             ($ in millions)
Maturing in 2020                            $          2,572          4.7 %
Maturing in 2021                                       3,015          5.5
Maturing in 2022                                       3,993          7.3
Maturing in 2023                                       3,534          6.4
Maturing in 2024                                       5,922         10.8
Maturing in 2025                                       6,576         12.0
Maturing in 2026                                       5,839         10.7
Maturing in 2027                                       4,668          8.5
Maturing in 2028                                       5,019          9.2
Maturing in 2029                                       4,694          8.6
Maturing in 2030                                       2,834          5.2
Maturing in 2031 and beyond                            6,107         11.1

Total commercial mortgage and other loans $ 54,773 100.0 %

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.

We establish an allowance for credit losses to provide for the risk of credit
losses inherent in the lending process. The allowance includes loan-specific
reserves for loans that are determined to be impaired as a result of our loan
review process and a portfolio reserve for probable incurred but not
specifically identified losses for loans which are not on the watch list. We
define an impaired loan as a loan for which we estimate it is probable that
amounts due according to the contractual terms of the loan agreement will not be
collected. The loan-specific portion of the allowance for credit losses is based
on our assessment as to ultimate collectability of loan principal and interest.
An allowance for credit losses for an impaired loan is recorded based on the
present value of expected future cash flows discounted at the loan's effective
interest rate, or based on the fair value of the collateral if the loan is
collateral dependent. The portfolio reserve for incurred but not specifically
identified losses considers the current credit composition of the portfolio
based on the internal quality ratings mentioned above. The portfolio reserves
are determined using past loan experience, including historical credit
migration, loss probability and loss severity factors by property type. These
factors are reviewed and updated as appropriate. The allowance for credit losses
for commercial mortgage and other loans can increase or decrease from period to
period based on these factors.

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:


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                                                         December 31, 2019        December 31, 2018
                                                                       (in millions)
Allowance, beginning of period                         $             106        $                91
Addition to (release of) allowance for credit losses                  (4 )                       15
Allowance, end of period                               $             102        $               106
Loan-specific reserve                                  $               1        $                11
Portfolio reserve                                      $             101        $                95


The allowance for credit losses as of December 31, 2019 decreased compared to December 31, 2018 primarily due to the payoff of a loan included in the loan-specific reserve.

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, 2019                                         December 31, 2018
                                          Gross            Gross                                    Gross            Gross
                                        Unrealized       Unrealized       Fair                    Unrealized       Unrealized       Fair
                            Cost          Gains            Losses         Value       Cost          Gains            Losses         Value
                                                                            (in millions)
Mutual funds              $   817     $        258     $          1     $ 1,074     $   769     $         87     $         13     $   843
Other Common Stocks         2,429            1,091               57       3,463       2,353              751              118       2,986
Non-redeemable
Preferred Stocks               51                3                5          49          24                0                4          20
Total equity
securities, at fair
value(1)                  $ 3,297     $      1,352     $         63     $ 4,586     $ 3,146     $        838     $        135     $ 3,849


__________

(1) Amounts presented exclude investments in private equity and hedge funds and

other investments which are reported in "Other invested assets."





The net change in unrealized gains (losses) from equity securities attributable
to PFI excluding Closed Block division still held at period end, recorded within
"Other income (loss)," was $586 million and $(569) million during the year ended
December 31, 2019 and 2018, 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, 2019       December 31, 2018
                                                                     (in millions)
LPs/LLCs:
Equity method:
Private equity                                       $             2,740     $             2,318
Hedge funds                                                        1,362                     836
Real estate-related                                                  792                     544
Subtotal equity method                                             4,894                   3,698
Fair value:
Private equity                                                       990                     938
Hedge funds                                                        1,233                   1,256
Real estate-related                                                   50                      44
Subtotal fair value                                                2,273                   2,238
Total LPs/LLCs                                                     7,167                   5,936
Real estate held through direct ownership(1)                       1,350                   1,777
Derivative instruments                                                73                      42
Other(2)                                                             620                     652
Total other invested assets                          $             9,210     $             8,407


__________

(1) As of December 31, 2019 and 2018, real estate held through direct ownership

had mortgage debt of $537 million and $776 million, respectively.

(2) 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.



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, 2019       December 31, 2018
                                                                        (in millions)
Fixed maturities:
Public, available-for-sale, at fair value(1)            $               587     $               473
Private, available-for-sale, at fair value                                1                       1
Fixed maturities, trading, at fair value(1)                           1,161                   1,155
Equity securities, at fair value                                        691                     605
Commercial mortgage and other loans, at book value(2)                   259                     797
Other invested assets(1)                                              3,062                   2,803
Short-term investments                                                   17                      43
Total investments                                       $             5,778     $             5,877


__________

(1) As of December 31, 2019 and 2018, balances include investments in CLOs with

fair value of $438 million and $408 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 through our periodic planning process. We believe that
capital and liquidity resources are sufficient to satisfy the capital and
liquidity requirements of Prudential Financial and its subsidiaries, including
under reasonably foreseeable stress scenarios. 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 and is intended to ensure
that sufficient resources are available to absorb those impacts under
comprehensive stresses.

Our businesses are subject to comprehensive regulation and supervision by
domestic and international regulators. These regulations currently include, or
may include in the future requirements and limitations (many of which are the
subject of ongoing rule-making) relating to capital, leverage, liquidity,
stress-testing, overall risk management, credit exposure reporting and credit
concentration. For information on these regulatory initiatives and their
potential impact on us, see "Business-Regulation."

During 2019, we took the following significant actions that impacted our liquidity and capital position:

• We repurchased $2.5 billion of shares of Prudential Financial's Common


      Stock in accordance with our 2019 share repurchase authorization and
      declared aggregate Common Stock dividends of $1.6 billion;

• We issued $2.5 billion of senior notes to be utilized for general corporate


      purposes, including refinancing portions of our senior notes maturing
      during 2019 and 2020, and to fund the acquisition of Assurance IQ;



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• In October 2019, we completed the acquisition of Assurance IQ. See Note 1

to the Consolidated Financial Statements for additional information about

the acquisition, including the purchase consideration;

• On September 30, 2019, we entered into a ¥100 billion five-year credit

facility with a syndicate of lenders, with terms similar to the prior

three-year syndicated credit facility expiring on that date. There were no

borrowings under the facility as of December 31, 2019;

• In August 2019, we issued approximately 6.2 million shares of Prudential

Financial's Common Stock to the holders of PICA's $500 million of

exchangeable surplus notes upon their exercise of the exchange option. The


      Company's obligations under the surplus notes are now satisfied; and


•     In the second quarter of 2019, PGIM closed on a $300 million
      limited-recourse credit facility that is secured by certain of PGIM's fund
      investments.



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 life insurance companies 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, 2019, the Company had $53.7 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,
                                                           2019        2018
                                                             (in millions)
Equity(1)                                                $ 39,076    $ 37,711
Junior subordinated debt (including hybrid securities)      7,575       7,568
Other capital debt                                          7,001       5,793
Total capital                                            $ 53,652    $ 51,072


__________

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

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


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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, 2018, the most recent statutory fiscal year-end for these subsidiaries for which RBC information has been filed.


                                                          Ratio
PICA(1)                                                    385 %

Prudential Annuities Life Assurance Corporation ("PALAC") 511 % Composite Major U.S. Insurance Subsidiaries(2)

             417 %


__________

(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 our RBC ratios as of December 31, 2019 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, 2019, the most recent date for which this information is available.


                                    Ratio
Prudential of Japan consolidated(1)   875 %
Gibraltar Life consolidated(2)        885 %


__________

(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, 2019.



All of our domestic and significant international insurance subsidiaries have
capital levels that substantially exceed the minimum level required by
applicable insurance regulations. Our regulatory capital levels 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 further information on the calculation of RBC and solvency
margin ratios, as well as regulatory minimums, see Note 19 to the Consolidated
Financial Statements.

Risk Appetite Framework

We manage our capital consistent with our RAF to determine the amount of capital
the Company needs to hold given its risk profile. The RAF is designed to ensure
that all risks taken across the Company align with our capacity and willingness
to take those risks. It allows for a cohesive assessment of risk and available
resources and supports management's decision-making. The RAF is supported by our
comprehensive stress testing framework to provide a dynamic assessment of stress
impacts and the resources available to absorb those impacts under stress
scenarios. It incorporates the objectives of what we previously referred to as
our Capital Protection Framework.


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Captive Reinsurance Companies



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



In December 2018, our Board of Directors (the "Board") authorized the Company to
repurchase at management's discretion up to $2.0 billion of its outstanding
Common Stock during the period from January 1, 2019 through December 31, 2019.
In September 2019, the Board authorized a $500 million increase to the
authorization for calendar year 2019. As a result, the Company's aggregate share
repurchase authorization for calendar year 2019 was $2.5 billion. In December
2019, the Board authorized the Company to repurchase at management's discretion
up to $2.0 billion of its outstanding Common Stock during the period from
January 1, 2020 through December 31, 2020.

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, 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 2019 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, 2019         $    1.00         $       406        5.4           $        500
September 30, 2019        $    1.00         $       412       11.4           $      1,000
June 30, 2019             $    1.00         $       411        5.0           $        500
March 31, 2019            $    1.00         $       415        5.4           $        500



                          Dividend Amount               Shares Repurchased
Year ended:          Per Share      Aggregate         Shares         Total Cost
                                (in millions, except per share data)
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
December 31, 2016   $   2.80       $     1,245       25.1           $      2,000
December 31, 2015   $   2.44       $     1,115       12.1           $      1,000


In addition, on February 4, 2020, Prudential Financial's Board of Directors declared a cash dividend of $1.10 per share of Common Stock, payable on March 12, 2020 to shareholders of record as of February 18, 2020.


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Liquidity



The principles of our liquidity management framework are described in an
enterprise-wide policy that is reviewed and approved by the Board. 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.

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, 2019, Prudential Financial had highly liquid assets with a
carrying value totaling $5,104 million, a decrease of $1,095 million from
December 31, 2018. 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 net borrowings from this
intercompany liquidity account, Prudential Financial had highly liquid assets of
$4,061 million as of December 31, 2019, a decrease of $1,487 million from
December 31, 2018.

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.


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Sources and Uses of Holding Company Highly Liquid Assets             Year Ended December 31,
                                                                      2019             2018
                                                                          (in millions)
Highly Liquid Assets, beginning of period                        $     5,548       $     4,376
Dividends and/or returns of capital from subsidiaries(1)               3,282             4,058
Affiliated loans/(borrowings) - (capital activities)(2)                  818              (623 )
Capital contributions to subsidiaries(3)                                (521 )            (874 )
Total Business Capital Activity                                        3,579             2,561
Share repurchases                                                     (2,500 )          (1,500 )
Common stock dividends(4)                                             (1,641 )          (1,521 )
M&A (Assurance IQ)(5)                                                 (1,831 )               -

Total Share Repurchases, Dividends and Acquisition Activity (5,972 ) (3,021 ) Proceeds from the issuance of debt


2,465             2,531
Repayments of debt                                                    (1,114 )          (1,443 )
Total Debt Activity                                                    1,351             1,088

Proceeds from stock-based compensation and exercise of stock options

                                                                  418               312
Net income tax receipts & payments                                       103               231

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

                                                     199               215
Interest paid on external debt                                          (952 )            (890 )
Affiliated (borrowings)/loans - (operating activities)(6)               (115 )             796
Other, net                                                               (98 )            (120 )
Total Other Activity                                                    (445 )             544
Net increase (decrease) in highly liquid assets                       (1,487 )           1,172
Highly Liquid Assets, end of period                              $     

4,061 $ 5,548

__________

(1) 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) Affiliated loans/(borrowings) - (capital activities) represent the investment

and deployment of capital to and from our businesses in the form of loans.


    2019 includes net receipts of $818 million from international insurance
    subsidiaries. 2018 includes lending of $623 million to international
    subsidiaries.

(3) 2019 includes capital contributions of $200 million to PICA, $180 million to

international insurance subsidiaries, $73 million to PGIM, and $68 million to

Assurance IQ. 2018 includes capital contributions of $590 million to PICA and

$284 million to international insurance subsidiaries.

(4) Includes cash payments made on dividends declared in prior periods.

(5) Includes $1,758 million of purchase consideration and $73 million related to

compensation expense which is recognized over the requisite service periods.

See Note 1 to the Consolidated Financial Statements for additional

information.

(6) Affiliated (borrowings)/loans - (operating activities) represent loans to and


    from affiliated subsidiaries to support business operating needs.



Dividends and Returns of Capital from Subsidiaries

Domestic insurance subsidiaries. During 2019, Prudential Financial received returns of capital of $978 million from PALAC, dividends of $600 million from PICA and $163 million from Prudential Annuities Holding Company.



International insurance subsidiaries. During 2019, Prudential Financial received
dividends of $1,065 million from its 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. In 2019,
our Japan insurance operations entered into reinsurance agreements with
Gibraltar Re, our Bermuda-based reinsurance affiliate, to reinsure the mortality
and morbidity risk associated with a portion of the in-force contracts as well
as newly-issued contracts for certain products. We expect these transactions
will allow us to more efficiently manage our capital and risk profile.

Other subsidiaries. During 2019, Prudential Financial received dividends and
returns of capital of $462 million from PGIM subsidiaries and dividends of $14
million from other subsidiaries.

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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. Also, 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.

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,
2020, 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 details 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.

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 liquidity 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 that 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.


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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,
                                                                        2019        2018

                                                                          (in billions)
PICA                                                                  $ 216.7     $ 207.0
PLIC                                                                     51.8        52.6
Pruco Life                                                               48.1        41.5
PRIAC                                                                    26.1        25.8
PALAC                                                                    19.1        14.7
Other(1)                                                               

(96.0 ) (91.0 ) Total future policy benefits and policyholders' account balances(2) $ 265.8 $ 250.6

__________

(1) Includes the impact of intercompany eliminations.

(2) Amounts are reflected gross of affiliated reinsurance recoverables.





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.

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.

For PRIAC, the liabilities presented above primarily include reserves for stable
value contracts. Although many of these contracts are subject to discretionary
withdrawal, withdrawals are typically at the market value of the underlying
assets. Risk is further reduced by the high persistency of clients driven in
part by our competitive position in our target markets and contractual
provisions such as deferred payouts.

Gross account withdrawals for our domestic insurance operations' products in
2019 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,
                                                                        2019        2018

                                                                          (in billions)
Prudential of Japan(1)                                                $  56.4     $  51.6
Gibraltar Life(2)                                                       108.0       104.3
All other international insurance subsidiaries(3)                        

15.4 17.7 Total future policy benefits and policyholders' account balances(4) $ 179.8 $ 173.6




__________

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(1) As of December 31, 2019 and 2018, $15.7 billion and $13.4 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, 2019, $0.7 billion of the insurance-related
    liabilities for Prudential of Japan are primarily associated with
    yen-denominated products that are coinsured to Gibraltar Re, our
    Bermuda-based reinsurance affiliate, and primarily supported by
    yen-denominated assets.

(2) Includes PGFL. As of December 31, 2019 and 2018, $5.5 billion and $4.3

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, 2019, $2.0 billion of the insurance-related

liabilities for Gibraltar Life are primarily associated with yen-denominated

products that are coinsured to Gibraltar Re, our Bermuda-based reinsurance

affiliate, and primarily supported by yen-denominated assets.

(3) Represents our international insurance operations, excluding Japan.

(4) 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, 2019, products with
a market value adjustment feature represented $26.1 billion of our Japan
operations' insurance-related liabilities, which included $22.7 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
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, 2019
                           Prudential
                           Insurance        PLIC        PRIAC       PALAC       Pruco Life       Total       December 31, 2018
                                                                      (in billions)
Cash and short-term
investments              $        7.5     $   0.4     $   0.3     $   3.1     $        0.6     $  11.9     $              11.1
Fixed maturity
investments(1):
High or highest
quality                         126.2        37.2        19.5        13.0              5.4       201.3                   179.2
Other than high or
highest quality                   7.5         2.8         1.1         0.5              0.3        12.2                    11.3
Subtotal                        133.7        40.0        20.6        13.5              5.7       213.5                   190.5
Public equity
securities, at fair
value                             0.2         2.2         0.0         0.1              0.0         2.5                     1.9
Total                    $      141.4     $  42.6     $  20.9     $  16.7     $        6.3     $ 227.9     $             203.5


__________

(1) 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.


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                                                               December 31, 2019
                                             Prudential       Gibraltar         All
                                              of Japan         Life(1)        Other(2)       Total       December 31, 2018

                                                                             (in billions)
Cash and short-term investments             $       1.0     $       2.5     $      1.5     $   5.0     $               4.1
Fixed maturity investments(3):
High or highest quality(4)                         43.4            93.5           20.3       157.2                   149.1
Other than high or highest quality                  0.7             2.4            2.3         5.4                     6.2
Subtotal                                           44.1            95.9           22.6       162.6                   155.3
Public equity securities                            2.1             1.8            0.8         4.7                     4.0
Total                                       $      47.2     $     100.2     $     24.9     $ 172.3     $             163.4


__________
(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, 2019, $122.2 billion, or 78%, 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

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-U.S. Individual
Solutions Division-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 pay 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 pay position. As of December 31, 2019, the
derivatives comprising the hedging portion of our ALM strategy and capital hedge
program were in a net receive position of $4.7 billion compared to a net receive
position of $2.9 billion as of December 31, 2018. The change in collateral
position was driven by a net positive impact from declining interest rates,
partially offset by rising 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,
2019, we have hedged 100%, 72% and 28% of expected yen-based earnings for 2020,
2021 and 2022, respectively.


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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)             2019               2018
                                               (in millions)
Income Hedges (External)(1)         $        67                 $ (13 )
Equity Hedges:
Internal(2)                                 432                   105
External(3)                                 143                   246
Total Equity Hedges                         575                   351
Total Cash Settlements              $       642                 $ 338


                                   As of December 31,
Assets (Liabilities):                2019            2018
                                     (in millions)
Income Hedges (External)(4)   $      60             $  67
Equity Hedges:
Internal(2)                         506               436
External(5)                          43                78
Total Equity Hedges(6)              549               514
Total Assets (Liabilities)    $     609             $ 581


__________

(1) Includes non-yen related cash settlements of $41 million, primarily

denominated in Australian dollar, Korean won, and Brazilian real and $(11)

million, primarily denominated in Korean won, for the year ended December 31,

2019 and 2018, 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 Korean won related cash settlements of $17 million and $2 million

for the year ended December 31, 2019 and 2018, respectively.

(4) Includes non-yen related assets of $37 million, primarily denominated in

Korean won, Australian dollar and Chilean peso, and assets of $44 million

primarily, denominated in Australian dollar and Brazilian real, as of

December 31, 2019 and 2018, respectively.

(5) Includes Korean won related assets of $1 million and liabilities of $(2)

million as of December 31, 2019 and 2018, respectively.

(6) As of December 31, 2019, approximately $331 million, $332 million and $(115)

million of the net market values are scheduled to settle in 2020, 2021 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 and commercial mortgage origination and servicing fees.
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 and our investment management performance. 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 strategic investments held in our
PGIM businesses are cash flows from investments, the ability to liquidate
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 use of liquidity for our strategic investments
includes 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

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include the inability to sell assets in a timely manner, declines in the value of assets and credit defaults. There have been no material changes to the liquidity position of our PGIM operations since December 31, 2019.

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 a put option agreement. See Note
17 to the Consolidated Financial Statements for more information on these
sources of liquidity.

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.

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



                                                  December 31, 2019                                        December 31, 2018
                                     PFI                                                      PFI
                                  Excluding                                                Excluding
                                 Closed Block          Closed                             Closed Block          Closed
                                   Division        Block Division       Consolidated        Division        Block Division       Consolidated
                                                                                ($ in millions)
Securities sold under
agreements to repurchase        $      6,834     $          2,847     $     

9,681 $ 6,982 $ 2,968 $ 9,950 Cash collateral for loaned securities

                             3,228                  986              4,214            3,063                  866              3,929
Securities sold but not yet
purchased                                  0                    0                  0                9                    0                  9
Total(1)                        $     10,062     $          3,833     $       13,895     $     10,054     $          3,834     $       13,888
Portion of above securities
that may be returned to the
Company overnight requiring
immediate return of the cash
collateral(2)                   $     10,062     $          3,833     $       13,895     $      9,875     $          3,834     $       13,709
Weighted average maturity, in
days(2)(3)                               N/A                  N/A                                  10                  N/A


__________

(1) The daily weighted average outstanding balance for the year ended

December 31, 2019 and 2018 was $10,524 million and $9,653 million,

respectively, for PFI excluding the Closed Block division, and $4,152 million

and $4,343 million, respectively, for the Closed Block division.

(2) Prior period amounts have been updated to conform to current period

presentation.

(3) 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, 2019, our domestic insurance entities had assets eligible for
the asset-based or secured financing programs of $123.0 billion, of which $13.9
billion were on loan. Taking into account market conditions and outstanding loan
balances as of December 31, 2019, we believe approximately $17.4 billion of the
remaining eligible assets are readily lendable, including approximately $12.4
billion relating to PFI excluding the Closed Block division, of which $4.0
billion relates to certain separate accounts and may only be used for financing
activities related to those accounts, and the remaining $4.9 billion relating to
the Closed Block division.

Financing Activities

As of December 31, 2019, total short-term and long-term debt of the Company on a
consolidated basis was $20.6 billion, an increase of $0.8 billion from
December 31, 2018. 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, 2019                                     December 31, 2018
                                         Prudential                                            Prudential
                                         Financial       Subsidiaries       Consolidated       Financial       Subsidiaries       Consolidated
                                                                                     (in millions)
General obligation short-term debt:
Commercial paper                       $         25     $         524     $ 

549 $ 15 $ 727 $ 742 Current portion of long-term debt

             1,179                 0              1,179            1,100               499              1,599
Subtotal                                      1,204               524              1,728            1,115             1,226              2,341
General obligation long-term debt:
Senior debt                                   9,912               172             10,084            8,630               173              8,803
Junior subordinated debt                      7,518                57              7,575            7,511                57              7,568
Surplus notes(1)                                  0               342                342                0               341                341
Subtotal                                     17,430               571             18,001           16,141               571             16,712
Total general obligations                    18,634             1,095             19,729           17,256             1,797             19,053
Limited and non-recourse borrowings(2)
Short-term debt                                   0                13                 13                0                53                 53
Current portion of long-term debt                 0               192                192                0                57                 57
Long-term debt                                    0               645                645                0               666                666
Subtotal                                          0               850                850                0               776                776
Total borrowings                       $     18,634     $       1,945     $       20,579     $     17,256     $       2,573     $       19,829


__________

(1) Amounts are net of assets under set-off arrangements of $9,749 million and

$9,095 million as of December 31, 2019 and 2018, respectively.

(2) Limited and non-recourse borrowing primarily represents mortgage debt of our

subsidiaries that has recourse only to real estate investment property of

$537 million and $776 million as of December 31, 2019 and 2018, respectively,

and a draw on a credit facility with recourse only to collateral pledged by


    the Company of $300 million and $0 as of December 31, 2019 and 2018,
    respectively.



As of December 31, 2019 and 2018, we were in compliance with all debt covenants
related to the borrowings in the table above. For further 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 $14.6 billion and $13.4 billion as of
December 31, 2019 and 2018, respectively. Operating debt of $5.2 billion and
$5.7 billion as of December 31, 2019 and 2018, respectively, consists of debt
issued to finance specific investment assets or portfolios of investment assets,
the proceeds from which will service the debt. Specifically, this includes
institutional spread lending investment portfolios, 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. Operating debt is also utilized for business funding to meet
specific purposes, which may include funding new business acquisition costs
associated with our individual annuities business, operating needs associated
with hedging our individual annuities products as discussed above and activities
associated with our PGIM business.

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 increased $1.38 billion from December 31,
2018, primarily driven by the issuance, net of related costs, of $2.47 billion
of senior debt and a $10 million increase in commercial paper outstanding,
partially offset by debt maturities of $1.1 billion. For more information on
long-term debt, see Note 17 to the Consolidated Financial Statements.

Subsidiary Borrowings



Subsidiary borrowings principally consist of commercial paper borrowings by
Prudential Funding, asset-based financing and real estate investment financing.
Borrowings of our subsidiaries decreased $628 million from December 31, 2018 due
to $499

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million in debt maturities, a $239 million decrease in mortgage debt, and a $203
million decrease in commercial paper outstanding, primarily offset by a $300
million draw on a credit facility and a $13 million increase in short-term debt.

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, 2019,
we had Credit-Linked Note Structures with an aggregate issuance capacity of
$13,700 million, of which $12,009 million was outstanding, as compared to an
aggregate issuance capacity of $13,750 million, of which $11,445 million was
outstanding, as of December 31, 2018. 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, 2019.



                                                Surplus Notes
                                            Original     Maturity      Outstanding as of      Facility
Credit-Linked Note Structures:             Issue Dates     Dates       December 31, 2019        Size

                                                                  ($ in millions)
XXX                                          2011-2014   2021-2024   $        1,750   (1)    $   1,750
AXXX                                              2013        2033            3,248              3,500
XXX                                          2014-2018   2021-2034            2,360   (2)        2,450
XXX                                          2014-2017   2024-2037            2,265              2,400
AXXX                                              2017        2037            1,466              2,000
XXX                                               2018        2038              920              1,600
Total Credit-Linked Note Structures                                  $      

12,009 $ 13,700

__________

(1) Prudential Financial has agreed to reimburse any amounts paid under the

credit-linked notes issued in this structure up to $0.5 billion. During the

fourth quarter of 2019, this financing facility was restructured to allow for

an extension through 2036.

(2) The $2.36 billion 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 $1.0 billion.



As of December 31, 2019, we also had outstanding an aggregate of $2.6 billion of
debt issued for the purpose of financing Regulation XXX and Guideline AXXX
non-economic reserves, of which approximately $0.7 billion relates to Regulation
XXX reserves and approximately $1.9 billion relates to Guideline AXXX reserves.
In addition, as of December 31, 2019, for purposes of financing Guideline AXXX
reserves, one of our captives had approximately $4.0 billion of surplus notes
outstanding that were issued to affiliates.

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The Company has introduced updated versions of its products in phases over the
course of the principle-based reserving implementation period and has
transitioned all products by January 1, 2020. These updated products support the
principle-based statutory reserve level without the need for captive reserve
financing. The Company is continuing to assess the impact of this new reserving
approach on projected statutory reserve levels and product pricing for its
entire portfolio of individual life product offerings. Certain elements of the
implementation of principle-based reserving are yet to be finalized by the NAIC
and may have a material impact on statutory reserves.

                                    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)
Last review date                                12/5/2019   12/20/2019    5/9/2019    9/13/2019
Current outlook                                  Stable      Stable*      Positive     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          AA-
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-


__________
* The Current 'Stable' Outlook on Prudential's ratings corresponds to all S&P
rated Prudential entities except for Prudential's Japanese Subsidiaries (The
Prudential Life Insurance Company Ltd., Gibraltar Life Insurance Company, Ltd.,
and The Prudential Gibraltar Financial Life Insurance Co. Ltd.), which have
'Positive' Outlooks.
** "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-three

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

(highest category)" to "D (default)".

(3) Moody's Investors Service, Inc., which we refer to as Moody's, insurance

financial strength ratings range from "Aaa (exceptional)" 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)".



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 2019, Fitch revised the Rating
Outlook on the U.S. life insurance industry from Stable to Negative. A.M. Best,
Moody's, and 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 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.

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, 2019 through
the date of this filing:

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On May 9, 2019, Moody's Investors Service upgraded the financial strength rating
of PICA, Pruco Life and PRIAC to 'Aa3' from 'A1'with a Stable outlook. Moody's
also upgraded Prudential Financial's long-term senior debt rating to 'A3' from
'Baa1' with a Stable outlook.

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 $1.3 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.

                            Contractual Obligations

The table below summarizes the future estimated cash payments related to certain
contractual obligations as of December 31, 2019. 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
                                                                                                       2025 and
                                           Total          2020        2021-2022       2023-2024       thereafter

                                                                      (in millions)
Short-term and long-term debt
obligations(1)                         $    42,045     $  2,930     $     2,680     $     2,903     $     33,532
Operating lease obligations(2)                 649          152             247             139              111
Purchase obligations:
Commitments to purchase or fund
investments(3)                               7,421        4,206           1,882             590              743
Commercial mortgage loan
commitments(4)                               2,129        1,822             282              25                0
Other liabilities:
Insurance liabilities(5)                 1,174,006       46,614          67,856          67,902          991,634
Other(6)                                    14,025       13,945              53              27                0
Total                                  $ 1,240,275     $ 69,669     $    73,000     $    71,586     $  1,026,020


__________

(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 2020. 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 $49 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 $1,174 billion exceeds the corresponding liability amounts of

approximately $769 billion included in the Consolidated Financial Statements

as of December 31, 2019. 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 "2025 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 $1,274 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, 2019.


                         Off-Balance Sheet Arrangements

Guarantees and Other Contingencies



In the course of our business, we provide certain guarantees and indemnities to
third parties pursuant to which we may be contingently required to make payments
in the future. See Note 23 to the Consolidated Financial Statements for
additional information.

Other Contingent Commitments



We also have other commitments, some of which are contingent upon events or
circumstances not under our control, including those at the discretion of our
counterparties. See Note 23 to the Consolidated Financial Statements for
additional information regarding these commitments. For further discussion of
certain of these commitments that relate to our separate accounts, also see
"-Liquidity associated with other activities-PGIM operations."

Other Off-Balance Sheet Arrangements



In 2013, we entered into a put option agreement with a Delaware trust that gives
Prudential Financial the right, at any time over a ten-year period, to issue up
to $1.5 billion of senior notes to the trust in return for principal and
interest strips of U.S. Treasury securities that are held by the trust. See Note
17 to the Consolidated Financial Statements for more information on this put
option agreement. In 2014, Prudential Financial entered into financing
transactions, pursuant to which it issued $500 million of limited recourse notes
and, in return, obtained $500 million of asset-backed notes from a Delaware
master trust and ultimately contributed the asset-backed notes to its
subsidiary, PRIAC. As of December 31, 2019, no principal payments have been
received or are currently due on the asset-backed notes and, as a result, there
was no payment obligation under the limited recourse notes. Accordingly, none of
the notes are reflected in the Consolidated Financial Statements as of that
date.

Other than as described above, 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, other than the agreements referred to above, 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.

                                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. The Board also reviews strategic risks and opportunities facing
the Company. Certain specific categories of risk are assigned to Board
committees that report back to the full Board, as summarized below:

• Audit Committee: oversees insurance risk and operational risks, including


       model risk, as well as risks related to financial controls, legal,
       regulatory and compliance risks, and the overall risk management
       governance structure and risk management function.


•      Compensation Committee: oversees our compensation programs so that
       incentives are aligned with appropriate risk taking.



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• Corporate Governance and Business Ethics Committee: oversees our corporate

governance procedures and practices, ethics and conflict of interest

policies, political contributions, lobbying expenses and overall political

strategy, as well as our strategy and reputation regarding environmental

stewardship, sustainability and corporate social responsibility.

• Finance Committee: oversees liquidity risk, including risks involving our

capital and liquidity management, the incurrence and repayment of

borrowings, the capital structure, the 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 RAF.


•      Investment Committee: oversees investment risk and market risk and the

strength of the investment function. The Investment Committee approves

investment and market risk limits based on asset class, issuer, credit

quality and geography.

• Risk Committee: oversees the governance of significant risks throughout

the Company and the establishment and ongoing monitoring of our risk

profile, risk capacity and risk appetite. The Risk Committee also serves

to coordinate the risk oversight functions of the other committees of the


       Board.



Management Oversight

Our primary risk management committee is the Enterprise Risk Committee ("ERC").
Currently, the ERC is chaired by our Chief Risk Officer and otherwise comprised
of the Vice Chairman, Head of U.S. Businesses, Head of International Businesses,
General Counsel, Chief Financial Officer, Chief Investment Officer and Chief
Actuary. Our Chief Auditor also attends meetings of the ERC. The ERC is charged
with facilitating the Company's ability to identify, assess, monitor and manage
risk. The primary focus of the Committee is the critical analysis of significant
risks and the appropriateness and alignment to the defined risk appetite of the
Company.

The ERC is supported by six Risk Oversight Committees aligned with our tactical
risks, each of which is comprised of subject matter experts and dedicated to one
of the following risk types: investment, market, insurance, operational, model
and liquidity. 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 adequacy and effectiveness of risk
mitigation options, identify stakeholders of risks and issues, review material
assumptions for reasonability and consistency across the Company and, working
with the different risk areas, develop recommendations for risk limits, among
other responsibilities.

Each of our businesses and certain corporate centers maintains its own risk
committee. The risk committees serve as a forum for leaders within each business
or corporate center to identify, assess and monitor risk and exposure issues and
to review new business activities and initiatives, prior to being reviewed by
the Risk Oversight Committees and/or the ERC as appropriate.

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 works 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.

To enable the broader organizational strategy and streamline risk governance, ERM established Chief Risk Officer roles for the U.S. Workplace Solutions division and U.S. Individual Solutions division. This change brings ERM's subject matter expertise into the business unit dialogue on a real-time basis.

Risk Identification



We rely on a combination of activities and processes to provide analysis and
seek assurance 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.
•      Businesses: Each business area has a risk committee that meets

periodically to allow 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 which facilitate the
       identification of current risk exposures.


•      Corporate Centers: 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.



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• Senior Management and the Board: Senior management plays a critical role

in reviewing the risk profile of the Company, including by identifying

impacts to the business strategy of new or changed risks, 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 ("RAF") is a comprehensive process designed to
reasonably ensure that all risks taken across the Company align with the
Company's capacity and willingness to take those risks. Using common metrics
allows for a cohesive assessment of risk, resources and strategy, and supports
management and the Board in making well-informed business decisions. The Company
has a comprehensive stress testing framework, which serves as the foundation for
the RAF. The RAF evaluates the Company's exposure under various stress metrics
and stress severities. The RAF provides a dynamic assessment of stress impacts
and resources available to absorb these impacts under comprehensive stress
scenarios. The Company's capital management framework is integrated with the RAF
to determine the amount of capital the Company needs to hold given the risks
taken.


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;


• 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 to

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, potential living benefit claims resulting from more
       severe market conditions are hedged using derivative instruments.



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• 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 of 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, 2019 and 2018. 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 do not include separate
account assets.


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                                           As of December 31, 2019                        As of December 31, 2018
                                                              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(1)                            $ 416,812     $     (43,532 )                  $ 378,850     $     (37,691 )
Commercial mortgage and other
loans                                             65,893            (3,112 )                     59,978            (2,936 )
Derivatives with interest rate
risk:
Swaps                            $ 200,055         6,894            (4,747 )    $ 201,872         5,164            (4,455 )
Futures                             18,897           (37 )          (1,004 )       15,139            13              (778 )
Options                             50,403            15               (91 )       83,198          (337 )             387
Forwards                            30,488           (23 )            (105 )       26,220           230              (256 )
Synthetic GICs                      80,009             1                 0         79,215             2                 0
Embedded derivatives(2)(3)                       (14,147 )           6,525                       (8,926 )           5,030
Financial liabilities with
interest rate risk(4):
Short-term and long-term debt                    (23,277 )           4,156                      (20,484 )           3,095
Policyholders' account
balances-investment contracts                   (102,156 )           3,562                      (98,428 )           3,367
Net estimated potential loss                                 $     (38,348 )                                $     (34,237 )


__________

(1) 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

$391 billion and $354 billion as of December 31, 2019 and 2018, respectively,

of fixed maturities are classified as available-for-sale.

(2) Embedded derivatives relate primarily to certain features associated with

variable annuity, indexed universal life, and fixed indexed annuity

contracts. The fair value and hypothetical change in fair value of each is

$(12,602) million and $6,315 million, $(1,119) million and $216 million, and


    $(197) million and $(6) million, respectively, as of December 31, 2019.
    Amounts as of December 31, 2018 relate primarily to certain features
    associated with variable annuity contracts.

(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 $344 billion and $324 billion as of December 31, 2019

and 2018, 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 fixed 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;

• Estimated total gross profits and the amortization of deferred policy

acquisition and other costs; and

• Net exposure to the guarantees provided under certain products.


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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, 2019 and 2018. 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 exclude separate account equity securities.
                                            As of December 31, 2019                     As of December 31, 2018
                                                               Hypothetical                                Hypothetical
                                                    Fair        Change in                       Fair        Change in
                                    Notional       Value        Fair Value       Notional       Value       Fair Value
                                                                       (in millions)
Equity securities(1)                             $  9,175     $      (918 )                   $ 7,560     $      (756 )
Equity-based derivatives(2)        $  52,677         (719 )         1,755       $  77,143         867           1,528
Embedded derivatives(2)(3)(4)                     (14,147 )        (1,726 )                    (8,926 )        (1,497 )
Net estimated potential loss                                  $      (889 )                               $      (725 )


__________

(1) Includes equity securities classified as "Assets supporting experience-rated

contractholder liabilities" and "Equity securities, at fair value."

(2) 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.

(3) Embedded derivatives relate primarily to certain features associated with

variable annuity, indexed universal life, and fixed indexed annuity

contracts. The fair value and hypothetical change in fair value of each is

$(12,602) million and $(1,833) million, $(1,119) million and $81 million, and


    $(197) million and $26 million, respectively, as of December 31, 2019.
    Amounts as of December 31, 2018 relate primarily to certain features
    associated with variable annuity contracts.

(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 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

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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, 2019 and 2018. 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, 2019               As of December 31, 2018
                                                                   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                        $      4,834     $      (483 )      $       5,414     $         541


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 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-U.S. Individual Solutions Division-Individual Annuities" above.


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