TABLE OF CONTENTS

                                                                                                Page
  Overview                                                                                           67
  COVID-19                                                                                           67
  Impact of a Low Interest Rate Environment                                                          69
  Results of Operations                                                                              72
  Consolidated Results of Operations                                                                 72
  Segment Results of Operations                                                                      72
  Segment Measures                                                                                   74
  Impact of Foreign Currency Exchange Rates                                                          75
  Accounting Policies & Pronouncements                                                               77
  Results of Operations by Segment                                                                   79
  PGIM                                                                                               79
  U.S. Businesses                                                                                    83
  Retirement                                                                                         84
  Group Insurance                                                                                    85
  Individual Annuities                                                                               87
  Individual Life                                                                                    91
  Assurance IQ                                                                                       92
  International Businesses                                                                           93
  Corporate and Other                                                                                97
  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                                                               100
  General Account Investments                                                                       102
  Liquidity and Capital Resources                                                                   119
  Ratings                                                                                           128
  Off-Balance Sheet Arrangements                                                                    129



Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") addresses the consolidated financial condition of Prudential
Financial, Inc. ("Prudential," "Prudential Financial," "PFI," or "the Company")
as of March 31, 2021, compared with December 31, 2020, and its consolidated
results of operations for the three months ended March 31, 2021 and 2020. You
should read the following analysis of our consolidated financial condition and
results of operations in conjunction with the MD&A, the "Risk Factors" section,
and the audited Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020, as well as the
statements under "Forward-Looking Statements," and the Unaudited Interim
Consolidated Financial Statements included elsewhere in this Quarterly Report on
Form 10-Q.
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                                    Overview

Prudential Financial, a financial services leader with approximately $1.663
trillion of assets under management as of March 31, 2021, has operations
primarily in the United States of America ("U.S."), Asia, Europe and Latin
America. Through our subsidiaries and affiliates, we offer a wide array of
financial products and services, including life insurance, annuities,
retirement-related services, mutual funds and investment management. We offer
these products and services to individual and institutional customers through
one of the largest distribution networks in the financial services industry.

Our principal operations consist of PGIM (our global investment management
business), our U.S. Businesses (consisting of our Retirement, Group Insurance,
Individual Annuities, Individual Life and Assurance IQ businesses), our
International Businesses, the Closed Block division, and our Corporate and Other
operations. The Closed Block division is accounted for as a divested business
that is reported separately from the Divested and Run-off Businesses that are
included in Corporate and Other. Divested and Run-off Businesses consist of
businesses that have been, or will be, sold or exited, including businesses that
have been placed in wind-down status that do not qualify for "discontinued
operations" accounting treatment under generally accepted accounting principles
in the United States of America ("U.S. GAAP"). Our Corporate and Other
operations include corporate items and initiatives that are not allocated to
business segments as well as the Divested and Run-off Businesses described
above.

We attribute financing costs to each segment based on the amount of financing
used by each segment, excluding financing costs associated with corporate debt,
which are reflected in our Corporate and Other operations. The net investment
income of each segment includes earnings on the amount of capital that
management believes is necessary to support the risks of that segment.

Management expects that results will continue to benefit from our differentiated
mix of market-leading businesses that complement each other to provide
competitive advantages, earnings diversification and capital benefits from a
balanced risk profile. While challenges exist in the form of a low interest rate
environment (see "Impact of a Low Interest Rate Environment" below), fee
compression in certain of our businesses and other market factors, including
macroeconomic stress and market disruption resulting from the COVID-19 pandemic
(see "-COVID-19" below), we expect that our businesses will produce appropriate
returns for the current market environment. We believe we are well-positioned to
tap into market opportunities to meet the evolving needs of individual
customers, workplace clients, and society at large. Our mix of high-quality
protection, retirement and investment management businesses enables us to offer
solutions that cover a broad range of financial needs and to engage with our
clients through multiple channels, including the ability to sell solutions
across a broad socio-economic spectrum through Assurance IQ's digital platform.
We aim to expand our addressable market, build deeper and longer-lasting
relationships with customers and clients, and meaningfully improve their
financial wellness.

In order to 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 launched
programs 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, which we expect will result in significant expense
efficiencies over the next several years. For the three months ended March 31,
2021, the impact to the Company's 2021 results from these programs was a benefit
of $112 million and, as of March 31, 2021, we continue to remain on track to
accumulate approximately $750 million of annual run-rate cost savings by the end
of 2023.

COVID-19

Beginning in the first quarter of 2020, the outbreak of the novel coronavirus
("COVID-19") created extreme stress and disruption in the global economy and
financial markets and elevated mortality and morbidity experience for the global
population. The pandemic continues to impact our results of operations in the
current period and is expected to continue to be a driver of future impacts to
our results of operations. The Company has taken several measures to manage the
impacts of this crisis. The actual and expected impacts of these events and
other items are included in the following update:

•Outlook. COVID-19 specific outlook considerations for certain of our businesses include the following:

U.S. Businesses:
Retirement. Account values in our full service business may continue to be
impacted by elevated participant withdrawal activity due to the impacts of
COVID-19. In our institutional investment products business, given that many of
the products assume longevity risk, elevated levels of mortality resulting from
COVID-19 may continue to contribute to a
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higher level of underwriting gains. The pandemic may also impact sales volumes
and the utilization of workplace benefits.

Group Insurance. We expect COVID-19 to continue to contribute to elevated levels
of mortality resulting in increased life insurance claims in the near-term. In
addition, we expect elevated unemployment to drive increased disability claims
in this business. The pandemic may also impact sales volumes and the utilization
of workplace benefits.

Individual Life. We expect COVID-19 to continue to contribute to elevated levels
of mortality, resulting in increased life insurance claims in the near-term. In
addition, while we have seen strong sales of key products, social distancing
associated with COVID-19 could adversely impact sales prospects in the
near-term.

International Businesses:



Through the first quarter of 2021, we continued to see an elevated level of
claims due to COVID-19, mostly in Brazil and Japan; however, expenses to support
our captive agents have decreased significantly compared to 2020. Japan has
declared two COVID-19 driven states of emergency in 2021: one that was in effect
from January to March, and a second, more focused on specific prefectures with
more concentrated restrictions, that is expected to be in effect from April
through mid-May. As the global pandemic continues to evolve, further tightening
of COVID-19 restrictions is possible, both in Japan and in other markets, and
depending on the specific circumstances and geographies impacted, could
adversely impact our sales prospects for a period of time. We believe our
needs-based selling and death protection focus are even more valuable to
consumers based on the global experience of COVID-19 and will help support the
continued long-term growth of our businesses.

•Results of Operations. See "-Results of Operations" and "-Results of Operations
by Segment" for a discussion of results for the first quarter of 2021.
•Investment Portfolio. While the economy continues to re-open and recover from
the impacts of COVID-19, there could still be periods of volatility. The market
expectations for credit migration and related losses continue to decrease. The
sectors most impacted by the pandemic, including energy, consumer cyclical and
retail related investments, have started to recover but may lag the general
economic improvement (see "-General Account Investments" for additional
information). In certain instances, the Company may agree to modify an
investment to provide forbearance, which grants borrowers additional time to
make payments. As of March 31, 2021, approximately 1.6% of total invested assets
were modified to allow for limited forbearance. Under the terms of forbearance,
the borrower is allowed to defer a portion of current year principal and/or
interest payments for a short period (e.g., 6 months). These deferrals accrue
additional interest and do not have a material impact on our investment value.

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



•Underwriting Results. In the first quarter of 2021, we estimate that COVID-19
had a net negative impact on our underwriting results reflecting unfavorable
mortality impacts in our Group Insurance and Individual Life businesses,
partially offset by favorable mortality impacts in our Retirement business.
Going forward, we estimate that our net underwriting results will be adversely
impacted by approximately $85 million for every incremental 100,000 fatalities
in the United States; however, the ultimate impact on our underwriting results
will depend on factors such as: an insured's age; geographic concentration;
insured versus uninsured populations among the fatalities; the transmissibility
and virulence of the virus, including the potential for further mutation; and
the speed and efficacy of the vaccine rollout. While near-term virus
transmission remains high, the vaccine rollout continues at an effective pace
with almost half of the U.S. adult population receiving at least one dose;
consequently, the Company currently expects that the impacts from the pandemic
on our domestic businesses will start to moderate in the second quarter of 2021.
See "-Results of Operations by Segment" for a discussion of mortality experience
in each of our segments, where applicable.

•Risk Management. Prudential has a robust risk management framework that seeks
to ensure we can fulfill our customer, regulatory, and other stakeholder
obligations under a range of stress scenarios by maintaining the appropriate
balance between the Company's resources and risks. We evaluate the Company's
exposure to stress under four lenses (economic, STAT, GAAP, and liquidity).

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

As of March 31, 2021, the COVID-19 pandemic has not reached the most severe
levels of financial impacts included in the Company's stress testing. In
addition, we expect the impact of COVID-19 related claims to be moderated by the
balance between our mortality exposure (such as in our Individual Life and Group
Insurance businesses) and our longevity exposure (such as in our Retirement
business).

•Risk Factors. The COVID-19 pandemic has adversely impacted our results of
operations, financial position, investment portfolio, new business opportunities
and operations, and these impacts are expected to continue. For additional
information on the risks to our business posed by the COVID-19 pandemic, see
"Risk Factors" included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020.

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

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

Impact of a Low Interest Rate Environment



As a global financial services company, market interest rates are a key driver
of our results of operations and financial condition. Changes in interest rates
can affect our results of operations and/or our financial condition in several
ways, including favorable or adverse impacts to:
•investment-related activity, including: investment income returns, net interest
margins, net investment spread results, new money rates, mortgage loan
prepayments and bond redemptions;
•hedging costs and other risk mitigation activities;
•insurance reserve levels, market experience true-ups and amortization of both
deferred policy acquisition costs ("DAC") and value of business acquired
("VOBA");
•customer account values, including their impact on fee income;
•fair value of, and possible impairments on, intangible assets such as goodwill;
•product offerings, design features, crediting rates and sales mix; and
•policyholder behavior, including surrender or withdrawal activity.

For more information on interest rate risks, see "Risk Factors-Market Risk" included in our Annual Report on Form 10-K for the year ended December 31, 2020.



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

U.S. Operations excluding the Closed Block Division



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

For the general account supporting our U.S. Businesses and our Corporate and
Other operations, we estimate annual principal payments and prepayments that we
would be required to reinvest to be approximately 6.8% of the fixed maturity
security and commercial mortgage loan portfolios through 2022. The portion of
the general account attributable to these operations has approximately $234
billion of such assets (based on net carrying value) as of March 31, 2021. The
average portfolio yield for fixed maturity securities and commercial mortgage
loans is approximately 3.8% as of March 31, 2021.

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Included in the $234 billion of fixed maturity securities and commercial
mortgage loans are approximately $166 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 $166 billion, approximately 54% 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
                                                                                 March 31, 2021
                                                                                 (in billions)
Long-duration insurance products with fixed and guaranteed terms               $           142

Contracts with adjustable crediting rates subject to guaranteed minimums

                 62
Participating contracts where investment income risk ultimately accrues to
contractholders                                                                             14
Total                                                                          $           218



The $142 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 $62 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
March 31, 2021, and the respective guaranteed minimums.
                                                Account Values with 

Adjustable Crediting Rates Subject to Guaranteed Minimums:


                                                                                                                 Greater than
                                                          1-49               50-99             100-150               150
                                      At                bps above          bps above          bps above           bps above
                                  guaranteed           guaranteed          guaranteed         guaranteed          guaranteed
                                   minimum               minimum            minimum            minimum             minimum              Total
                                                                                ($ in billions)
Range of Guaranteed Minimum
Crediting Rates:
Less than 1.00%                $        1.0           $      1.2          $     0.2          $     0.0          $      0.0           $    2.4
1.00% - 1.99%                           4.3                 13.4                2.1                1.6                 1.2               22.6
2.00% - 2.99%                           1.3                  1.5                1.5                1.0                 1.5                6.8
3.00% - 4.00%                          28.2                  0.5                0.1                0.2                 0.0               29.0
Greater than 4.00%                      0.8                  0.0                0.0                0.0                 0.0                0.8
Total(1)                       $       35.6           $     16.6          $     3.9          $     2.8          $      2.7           $   61.6
Percentage of total                      58   %               27  %               6  %               5  %                4   %            100  %


 __________

(1)Includes approximately $0.53 billion related to contracts that impose a market value adjustment if the invested amount is not held to maturity.



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

Assuming a hypothetical scenario where the average 10-year U.S. Treasury rate is
1.50% (which is reasonably consistent with recent rates) for the period from
April 1, 2021 through March 31, 2022 (and credit spreads remain unchanged from
average levels experienced during the first quarter 2021), we estimate that the
unfavorable impact to net investment income of reinvesting activities, including
scheduled maturities and estimated prepayments of fixed maturities and
commercial mortgage and other loans (excluding assets supporting participating
contracts), would be between $50 million and $90 million for the period from
April 1, 2021 through March 31, 2022.
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In order to mitigate the unfavorable impact that a low interest rate environment
has on our net interest margins, we employ a proactive asset/liability
management program, which includes strategic asset allocation and hedging
strategies within a disciplined risk management framework. These strategies seek
to match the characteristics of our products, and to closely approximate the
interest rate sensitivity of the assets with the estimated interest rate
sensitivity of the product liabilities. Our asset/liability management program
also helps manage duration gaps, currency and other risks between assets and
liabilities through the use of derivatives. We adjust this dynamic process as
products change, as customer behavior changes and as changes in the market
environment occur. As a result, our asset/liability management process has
permitted us to manage the interest rate risk associated with our products
through several market cycles. Our interest rate exposure is also mitigated by
our business mix, which includes lines of business for which fee-based and
insurance underwriting earnings play a more prominent role in product
profitability. We also regularly examine our product offerings and their
profitability. As a result, we may reprice certain products and discontinue
sales of other products that do not meet our profit expectations.

Closed Block Division
Substantially all of the $58 billion of general account assets in the Closed
Block division support obligations and liabilities relating to the Closed Block
policies only. See Note 7 to the Unaudited Interim Consolidated Financial
Statements for additional information on the Closed Block.

International Insurance Operations



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

The following table sets forth the insurance liabilities and policyholder
account balances of our Japanese operations, by type, for the date indicated:
                                                                                     As of
                                                                                 March 31, 2021
                                                                                 (in billions)
Insurance products with fixed and guaranteed terms                             $           136

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                                                                          $           173



The $136 billion is primarily comprised of long-duration insurance products that
have fixed and guaranteed terms- for which underlying assets may have to be
reinvested at interest rates that are lower than current portfolio yields. The
remaining insurance liabilities and policyholder account balances include $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 0.65% and the 10-year U.S. Treasury rate is 1.50% (which is
reasonably consistent with recent rates) for the period from April 1, 2021
through March 31, 2022 (and credit spreads remain unchanged from average levels
experienced during the first quarter 2021), we estimate that the unfavorable
impact to net investment income of reinvesting activities, including scheduled
maturities and estimated
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                             Results of Operations

Consolidated Results of Operations

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


                                                                               Three Months
                                                                                   Ended
                                                                                 March 31,
                                                                                      2021              2020
                                                                                           (in millions)
Revenues                                                                           $ 16,952          $ 13,464
Benefits and expenses                                                                13,538            13,802

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

                                                                        3,414              (338)
Income tax expense (benefit)                                                            636               (58)

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

           2,778              (280)
Equity in earnings of operating joint ventures, net of taxes                             26                10

Net income (loss)                                                                     2,804              (270)
Less: Income attributable to noncontrolling interests                                   (24)                1
Net income (loss) attributable to Prudential Financial, Inc.

$ 2,828 $ (271)





The $3,099 million increase in "Net income (loss) attributable to Prudential
Financial, Inc." for the first quarter of 2021 compared to the first quarter of
2020 reflected the following notable items:

•$2,236 million favorable variance, on a pre-tax basis, reflecting the impact
from changes in the value of our embedded derivatives and related hedge
positions, net of DAC and other costs, associated with certain variable
annuities;
•$1,242 million favorable variance, on a pre-tax basis, driven by market
experience updates primarily within our Individual Annuities and Individual Life
businesses (see Note 13 to the Unaudited Interim Consolidated Financial
Statements for additional information);
•$951 million favorable variance, on a pre-tax basis, from higher adjusted
operating income from our business segments, including a gain from the sale of
the Company's 35% ownership stake in Pramerica SGR; (see "Segment Results of
Operations" for additional information); and
•$373 million favorable variance, on a pre-tax basis, from investment related
activities that are primarily within "Other income (loss)" for PFI excluding our
Divested and Run-off Businesses. These favorable impacts were primarily driven
by unrealized gains (losses) from equity securities, partially offset by higher
losses from fixed maturity securities designated as trading.

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



•$1,063 million unfavorable variance, on a pre-tax basis, from realized
investment gains (losses) and related charges for PFI excluding Divested and
Run-off Businesses, and excluding the impact of the hedging program associated
with certain variable annuities and market experience updates discussed above
(see "General Account Investments" for additional information); and
•$694 million unfavorable variance from a higher tax expense reflecting the
increase in pre-tax earnings.

Segment Results of Operations



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

Shown below are the adjusted operating income contributions of each segment and
Corporate and Other operations for the periods indicated and a reconciliation of
this segment measure of performance to "Income (loss) before income taxes and
equity in earnings of operating joint ventures" as presented in the Unaudited
Interim Consolidated Statements of Operations.
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                                                                                Three Months
                                                                                   Ended
                                                                                 March 31,
                                                                                       2021            2020(1)
                                                                                           (in millions)
Adjusted operating income before income taxes by segment:
PGIM                                                                                $   651          $    164
U.S. Businesses:
Retirement                                                                              623               245
Group Insurance                                                                        (132)               44
Individual Annuities                                                                    444               373
Individual Life                                                                         (44)              (20)
Assurance IQ                                                                            (39)              (23)
Total U.S. Businesses                                                                   852               619
International Businesses                                                                871               696
Corporate and Other                                                                    (286)             (342)
Total segment adjusted operating income before income taxes                           2,088             1,137
Reconciling items:
Realized investment gains (losses), net, and related adjustments(2)                   1,264               299
Charges related to realized investment gains (losses), net(3)                          (239)             (802)
Market experience updates                                                               304              (938)
Divested and Run-off Businesses(4):
Closed Block division                                                                    34                (1)
Other Divested and Run-off Businesses                                                    30               (69)

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

                                             (54)               (9)
Other adjustments(6)                                                                    (13)               45

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

$ 3,414 $ (338)

__________


(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.
(2)See "-General Account Investments" and Note 13 to the Unaudited Interim
Consolidated Financial Statements for additional information.
(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 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.
(5)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 Unaudited Interim 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 Unaudited Interim
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.
(6)"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 13 to the Unaudited Interim Consolidated Financial
Statements for additional information.

Segment results for the period presented above reflect the following:



PGIM. Results for the first quarter of 2021 increased in comparison to the prior
year period, primarily reflecting a gain from the sale of our 35% ownership
stake in Pramerica SGR, an asset management joint venture in Italy, as well as
higher asset management fees and other related revenues, partially offset by
higher expenses.

Retirement. Results for the first quarter of 2021 increased in comparison to the
prior year period, primarily reflecting higher net investment spread results and
higher reserve gains.
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Group Insurance. Results for the first quarter of 2021 decreased in comparison
to the prior year period, primarily reflecting lower underwriting results in our
group life and group disability businesses.

Individual Annuities. Results for the first quarter of 2021 increased in
comparison to the prior year period, primarily driven by higher net investment
spread results and higher fee income, net of distribution expenses and other
associated costs.

Individual Life. Results for the first quarter of 2021 decreased in comparison to the prior year period, primarily reflecting lower underwriting results, partially offset by higher net investment spread results.



Assurance IQ. Results for the first quarter of 2021 decreased in comparison to
the prior year period, reflecting an increase in operating expenses supporting
business growth, partially offset by higher net revenues.

International Businesses. Results for the first quarter of 2021 increased in
comparison to the prior year period, inclusive of an unfavorable net impact from
foreign currency exchange rates, primarily driven by higher net investment
spread results, more favorable underwriting results including from business
growth, and higher earnings from our joint venture investments.

Corporate and Other. Results for the first quarter of 2021 reflected decreased
losses in comparison to the prior year period, primarily reflecting lower net
charges from other corporate activities, favorable pension and employee benefit
results and lower interest expense on debt, partially offset by lower investment
income.

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

Segment Measures

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

See Note 13 to the Unaudited Interim Consolidated Financial Statements for additional information on the presentation of segment results and our definition of adjusted operating income.



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

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

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.

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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.

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.
                                                                               March 31,          December 31,
                                                                                 2021                 2020
                                                                                        (in billions)
Foreign currency hedging instruments:
Hedging USD-equivalent earnings:
Forward currency contracts (notional amount outstanding)                     $      0.4          $        0.4
Hedging USD-equivalent equity:
USD-denominated assets held in yen-based entities(1)                                9.8                  10.1
Dual currency and synthetic dual currency investments(2)                            0.5                   0.5
Total USD-equivalent equity foreign currency hedging instruments                   10.3                  10.6
Total foreign currency hedges                                               

$ 10.7 $ 11.0

__________


(1)Includes USD-denominated fixed maturities at amortized cost plus any related
accrued investment income, as well as USD notional amount of foreign currency
derivative contracts outstanding. Note this amount represents only those USD
assets serving to hedge the impact of foreign currency volatility on equity.
Separate from this program, our Japanese operations also have $66.5 billion and
$65.8 billion as of March 31, 2021 and December 31, 2020, respectively, of
USD-denominated assets supporting USD-denominated liabilities related to
USD-denominated products.
(2)Dual currency and synthetic dual currency investments are held by our
yen-based entities in the form of fixed maturities and loans with a
yen-denominated principal component and USD-denominated interest income. The
amounts shown represent the present value of future USD-denominated cash flows.

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

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

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



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

For our International Businesses, the fixed currency exchange rates are
generally determined in connection with a foreign currency income hedging
program designed to mitigate the impact of exchange rate changes on the
segment's expected USD-equivalent earnings. Pursuant to this program, our
Corporate and Other operations execute forward currency contracts with
third-parties to sell the net exposure of projected earnings for certain
currencies in exchange for USD at specified exchange rates. The maturities of
these contracts correspond with the future periods (typically on a three-year
rolling basis) in which the identified non-USD-denominated earnings are expected
to be generated. In establishing the level of non-USD-denominated earnings that
will be hedged through this program, we exclude the anticipated level of
USD-denominated earnings that will be generated by USD-denominated products and
investments. For the three months ended March 31, 2021, approximately 12% of the
segment's earnings were yen-based and, as of March 31, 2021, we have hedged
100%, 83% and 39% of expected yen-based earnings for 2021, 2022 and 2023,
respectively. To the extent currently unhedged, our International Businesses'
future expected USD-equivalent of yen-based earnings will be impacted by yen
exchange rate movements.

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

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

The table below presents, for the periods indicated, the increase (decrease) to
revenues and adjusted operating income for the International Businesses, PGIM
and Corporate and Other operations, reflecting the impact of these intercompany
arrangements.

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                                    2021               2020
                                                                                                       (in millions)
Segment impacts of intercompany arrangements:
International Businesses                                                                      $       1              $   12
PGIM                                                                                                  0                   0
Impact of intercompany arrangements(1)                                                                1                  12
Corporate and Other:
Impact of intercompany arrangements(1)                                                               (1)                (12)
Settlement gains (losses) on forward currency contracts(2)(3)                                         8                  22
Net benefit (detriment) to Corporate and Other                                                        7                  10

Net impact on consolidated revenues and adjusted operating income

$       8              $   22


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__________
(1)Represents the difference between non-USD-denominated earnings translated on
the basis of weighted average monthly currency exchange rates versus fixed
currency exchange rates determined in connection with the foreign currency
income hedging program.
(2)As of March 31, 2021 and 2020, the total notional amounts of these forward
currency contracts within our Corporate and Other operations were $0.9 billion
and $1.2 billion, respectively, of which $0.4 billion and $0.5 billion,
respectively, were related to our Japanese insurance operations.
(3)Excludes impacts related to POK. Prior period amounts have been updated to
conform to current period presentation. Effective second quarter of 2020, the
intercompany arrangement for the Korean won between our International Businesses
and Corporate and Other operations was terminated and the related hedges were
repurposed in relation to the anticipated sale of POK. Effective second quarter
of 2020, Korean won-denominated earnings for 2020 that were translated at fixed
currency exchange rates of 1,090 Korean won per USD are excluded from the
International Businesses and are included in the Divested and Run-off Businesses
included in Corporate and Other.

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



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

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 $2.3 billion as of both March 31, 2021 and December 31,
2020, 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 11% of the
$2.3 billion balance as of March 31, 2021 will be recognized throughout the
remainder of 2021, approximately 12% will be recognized in 2022, and the
remaining balance will be recognized from 2023 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.

                      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 Unaudited Interim Consolidated Financial Statements could change
significantly.

Management believes the accounting policies relating to the following areas are most dependent on the application of estimates and assumptions and require management's most difficult, subjective, or complex judgments:


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•DAC, deferred sales inducements ("DSI") and VOBA;
•Policyholder liabilities;
•Goodwill;
•Valuation of investments including derivatives, measurement of allowance for
credit losses, and recognition of other-than-temporary impairments ("OTTI");
•Pension and other postretirement benefits;
•Taxes on income; and
•Reserves for contingencies, including reserves for losses in connection with
unresolved legal matters.

Market Performance - Equity and Interest Rate Assumptions



DAC, DSI and VOBA, 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. The quarterly
adjustments for market performance 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.

Furthermore, the calculation of the estimated liability for future policy
benefits related to certain insurance products includes an estimate of
associated revenues and expenses that are dependent on both historical market
performance as well as estimates of market performance in the future. Similar to
DAC, DSI and VOBA described above, these liabilities are subject to quarterly
adjustments for experience including market performance, in addition to annual
adjustments resulting from our annual reviews of assumptions.

The weighted average rate of return assumptions used in developing estimated
market returns consider many factors specific to each product type, including
asset durations, asset allocations and other factors. With regard to equity
market assumptions, the near-term future rate of return assumption used in
evaluating DAC, DSI and VOBA and liabilities for future policy benefits for
certain of our products, primarily our domestic variable annuity and domestic
and international variable life insurance products, is generally updated each
quarter and is derived using a reversion to the mean approach, a common industry
practice. Under this approach, we consider historical equity returns and adjust
projected equity returns over an initial future period of five years (the
"near-term") so that equity returns converge to the long-term expected rate of
return. If the near-term projected future rate of return is greater than our
near-term maximum future rate of return of 15.0%, we use our maximum future rate
of return. If the near-term projected future rate of return is lower than our
near-term minimum future rate of return of 0%, we use our minimum future rate of
return. As of March 31, 2021, our domestic variable annuities and variable life
insurance businesses assume an 8.0% long-term equity expected rate of return and
a 0.7% near-term mean reversion equity expected rate of return, and our
international variable life insurance business assumes a 4.8% long-term equity
expected rate of return and a 0% near-term mean reversion equity expected rate
of return.

With regard to interest rate assumptions used in evaluating DAC, DSI and VOBA
and liabilities for future policy benefits for certain of our products, we
update the long-term and near-term future rates used to project fixed income
returns annually and quarterly, respectively. As a result of our 2020 annual
reviews and update of assumptions and other refinements, which were performed in
the second quarter, we reduced our long-term expectation of the (i) 10-year U.S.
Treasury rate by 50 basis points and now grade to a rate of 3.25% over ten
years, and (ii) 10-year Japanese Government Bond yield by 30 basis points and
now grade to a rate of 1.00% 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.

For a discussion of the impact that could result from changes in certain key
assumptions, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations-Accounting Policies and Pronouncements-Sensitivities
for Insurance Assets and Liabilities" in our Annual Report on Form 10-K for the
year ended December 31, 2020.
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Future 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. As a result of the COVID-19 pandemic, in
November 2020 the FASB issued ASU 2020-11, Financial Services-Insurance (Topic
944): Effective Date and Early Application to defer for an additional one year
the effective date of ASU 2018-12 from January 1, 2022 to January 1, 2023, and
to provide transition relief to facilitate the early adoption of the ASU. The
transition relief would allow large calendar-year public companies that early
adopt ASU 2018-12 to apply the guidance either as of January 1, 2020 or January
1, 2021 (and record transition adjustments as of January 1, 2020 or January 1,
2021, respectively) in the 2022 financial statements. Companies that do not
early adopt ASU 2018-12 would apply the guidance as of January 1, 2021 (and
record transition adjustments as of January 1, 2021) in the 2023 financial
statements. The Company currently intends to adopt ASU 2018-12 effective January
1, 2023. ASU 2018-12 will impact, at least to some extent, the accounting and
disclosure requirements for all long-duration insurance and investment contracts
issued by the Company. In addition to the impacts to the balance sheet upon
transition, the Company also expects an impact to the pattern of earnings
emergence following the transition date. See Note 2 to the Unaudited Interim
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 2021, we sold our 35% ownership stake in Pramerica SGR,
an asset management joint venture in Italy, to our partner UBI Banca, which was
acquired in 2020 by Intesa Sanpaolo Group, resulting in a pre-tax gain of $378
million. See Note 1 to the Unaudited Interim Consolidated Financial Statements
for additional information.

Operating Results

The following table sets forth PGIM's operating results for the periods
indicated.
                                                                                  Three Months
                                                                                      Ended
                                                                                    March 31,
                                                                                         2021             2020
                                                                                             (in millions)

Operating results(1):
Revenues                                                                              $  1,314          $  778
Expenses                                                                                   663             614
Adjusted operating income                                                                  651             164
Realized investment gains (losses), net, and related adjustments                            (2)              4

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

                                                                (28)            (36)
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                        $    621          $  132


 __________
(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

Adjusted operating income increased $487 million, primarily reflecting an
increase in service, distribution and other revenues driven by a gain from the
sale of our Pramerica SGR joint venture and higher asset management fees, net of
related expenses, due to higher average assets under management as a result of
market appreciation and strong investment performance. Also contributing to the
increase were higher other related revenues, net of related expenses, primarily
driven by
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the absence of co- and seed investment losses resulting from widening credit
spreads in the prior year period and higher commercial mortgage origination
revenue driven by higher loan production and profitability.

Revenues and Expenses

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


                                                       Three Months Ended
                                                            March 31,
                                                                       2021        2020
                                                                        (in millions)
Revenues by type:
Asset management fees by source:
Institutional customers                                             $    348      $ 328
Retail customers(1)                                                      302        229
General account                                                          145        136
Total asset management fees                                              795        693
Other related revenues by source:
Incentive fees                                                            27         18
Transaction fees                                                           5          4
Co- and seed investments                                                   5        (27)
Commercial mortgage(2)                                                    45         27
Total other related revenues                                              82         22
Service, distribution and other revenues                                 437         63
Total revenues                                                      $  1,314      $ 778


__________
(1)Consists of fees from: individual mutual funds and variable annuities and
variable life insurance separate account assets; funds invested in proprietary
mutual funds through our defined contribution plan products; and third-party
sub-advisory relationships. Revenues from fixed annuities and the fixed-rate
accounts of variable annuities and variable life insurance are included in the
general account.
(2)Includes mortgage origination revenues from our commercial mortgage
origination and servicing business.

Revenues increased $536 million. Service, distribution and other revenues
increased primarily reflecting a gain from the sale of our Pramerica SGR joint
venture, as discussed above. Asset management fees increased primarily
reflecting higher average assets under management as a result of market
appreciation and strong investment performance. Other related revenues increased
primarily driven by the absence of co- and seed investment losses resulting from
widening credit spreads in the prior year period, and higher commercial mortgage
origination revenue driven by higher loan production and profitability.

Expenses increased $49 million. This increase primarily reflects higher variable
expenses associated with an increase in overall segment earnings and higher
compensation expenses driven by business growth and certain long-term employee
compensation plans tied to performance factors, partially offset by lower
expenses related to travel and entertainment resulting from COVID-19.

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Assets Under Management

The following table sets forth assets under management by asset class as of the
dates indicated.
                                                                                        December 31,          March 31,
                                                                 March 31, 2021             2020               2020(1)
                                                                                     (in billions)
Assets Under Management(2) (at fair value):
Public equity                                                  $         199.3          $    202.4          $    131.7
Public fixed income                                                      951.8             1,004.5               882.0
Real estate                                                              121.1               121.5               116.4
Private credit and other alternatives                                    103.5               106.5                95.9
Multi-asset                                                               75.6                63.7                69.7
Total PGIM assets under management                             $       

1,451.3 $ 1,498.6 $ 1,295.7



Assets under management within other reporting segments(3)               212.1               222.3               185.7
Total PFI assets under management                              $       

1,663.4 $ 1,720.9 $ 1,481.4

__________


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

PGIM's assets under management as of March 31, 2021 increased $156 billion in
comparison to the prior year quarter, primarily reflecting market appreciation
and strong investment performance, and decreased $47 billion in comparison to
the prior quarter, primarily reflecting market depreciation.

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

                                                                                        December 31,
                                                                 March 31, 2021             2020              March 31, 2020
                                                                                        (in billions)
Assets Under Management(1) (at fair value):
Institutional customers                                        $         591.8          $    614.9          $         524.8
Retail customers                                                         381.0               372.0                    282.4
General account                                                          478.5               511.7                    488.5
Total PGIM assets under management                             $       

1,451.3 $ 1,498.6 $ 1,295.7



Assets under management within other reporting segments(2)               212.1               222.3                    185.7
Total PFI assets under management                              $       

1,663.4 $ 1,720.9 $ 1,481.4

__________


(1)"Institutional customers" consist of third-party institutional assets and
group insurance contracts. "Retail customers" consist of individual mutual funds
and variable annuities and variable life insurance separate account assets,
funds invested in proprietary mutual funds through our defined contribution plan
products, and third-party sub-advisory relationships. "General account" also
includes fixed annuities and the fixed-rate accounts of variable annuities and
variable life insurance.
(2)Primarily includes certain product-related assets in our U.S. Businesses and
certain general account assets in our International Businesses. These assets are
not directly managed by PGIM, but rather are invested in non-proprietary funds
or are managed by either the divisions themselves or by our Chief Investment
Officer Organization.
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Table of Contents The following table sets forth the component changes in PGIM's assets under management for the periods indicated.



                                                                                                          Twelve
                                                                                                          Months
                                                                              Three Months Ended          Ended
                                                                                  March 31,             March 31,
                                                                                        2021             2020(1)              2021
                                                                                                      (in billions)
Beginning assets under management                                           

$ 1,498.6 $ 1,331.0 $ 1,295.7 Institutional third-party flows


              1.1                4.2               (0.1)
Retail third-party flows                                                                  4.4               (1.3)              22.9
Total third-party flows                                                                   5.5                2.9               22.8
Affiliated flows(2)                                                                      (3.4)              10.8              (22.7)
Market appreciation (depreciation)(3)                                                   (43.3)             (63.7)             167.1
Foreign exchange rate impact                                                             (7.4)              (1.8)               1.2
Net money market activity and other increases (decreases)                                 1.3               16.5              (12.8)
Ending assets under management                                              

$ 1,451.3 $ 1,295.7 $ 1,451.3

__________


(1)Prior period amounts have been updated to conform to current period
presentation.
(2)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.
(3)Includes income reinvestment, where applicable.

Private Capital Deployment



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

Private capital deployment represents the gross value of private capital
invested in real estate debt and equity, and private credit and equity asset
classes. Assets under management resulting from private capital deployment are
included in "Real estate" and "Private credit and other alternatives" in the
"-Assets Under Management- by asset class table" above. As of March 31, 2021,
these assets decreased approximately $3 billion, primarily reflecting market
depreciation and capital returned to investors, partially offset by private
capital deployed.

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

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

                                            Three Months Ended March 31,
                                                                       2021        2020
                                                                        (in billions)
Private capital deployed:
Real estate debt and equity                                         $    5.8      $ 4.3
Private credit and equity                                                2.1        2.4
Total private capital deployed                                      $    7.9      $ 6.7



Co- and Seed Investments

The following table sets forth PGIM's co- and seed 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.

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                                          March 31, 2021      December 31, 2020
                                                      (in millions)
Co-Investments:
Public fixed income                      $          440      $              489
Real estate                                         168                     170
Private credit and other alternatives                25                      26
Seed Investments:
Public equity                                       727                     675
Public fixed income                                 339                     356
Real estate                                          37                      33
Private credit and other alternatives                90                      79
Multi-asset                                          58                      62
Total                                    $        1,884      $            1,890



The decrease of $6 million in co- and seed investments was primarily driven by a
decrease in public fixed income reflecting fund redemptions and the impact of
higher interest rates, partially offset by the impact of favorable equity
markets on public equity and private credit and other alternatives.

U.S. Businesses

Operating Results



The following table sets forth the operating results for our U.S. Businesses for
the periods indicated.
                                                                                        Three Months
                                                                                      Ended March 31,
                                                                                            2021
                                                                                               2021             2020
                                                                                                   (in millions)
Adjusted operating income before income taxes:
U.S. Businesses:
Retirement                                                                                  $   623          $    245
Group Insurance                                                                                (132)               44
Individual Annuities                                                                            444               373
Individual Life                                                                                 (44)              (20)
Assurance IQ                                                                                    (39)              (23)
Total U.S. Businesses                                                                           852               619
Reconciling Items:
Realized investment gains (losses), net, and related adjustments                              1,889              (240)
Charges related to realized investment gains (losses), net                                     (236)             (816)
Market experience updates                                                                       307              (940)
Other adjustments(1)                                                                            (13)               45

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

                                                                          0                 1
Income (loss) before income taxes and equity in earnings of operating joint
ventures                                                                                    $ 2,799          $ (1,331)


________
(1)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 13 to the Unaudited Interim Consolidated Financial
Statements for additional information.

Adjusted operating income for our U.S. Businesses increased by $233 million primarily due to:

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

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


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

Retirement

Operating Results



The following table sets forth Retirement's operating results for the periods
indicated.
                                                                                  Three Months
                                                                                     Ended
                                                                                   March 31,
                                                                                         2021             2020
                                                                                             (in millions)

Operating results:
Revenues                                                                              $ 2,591          $ 2,437
Benefits and expenses                                                                   1,968            2,192
Adjusted operating income                                                                 623              245
Realized investment gains (losses), net, and related adjustments                         (480)             (21)
Charges related to realized investment gains (losses), net                                 13              (23)

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

                                                                 0                1
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                        $   156          $   202



Adjusted Operating Income

Adjusted operating income increased $378 million, driven by higher net investment spread results, primarily reflecting higher income on non-coupon investments, and a higher contribution from reserve experience resulting from COVID-19 related mortality gains.

Revenues, Benefits and Expenses

Revenues increased $154 million. This increase was driven by higher net investment income and higher other income, reflecting higher income on non-coupon investments.



Benefits and expenses decreased $224 million. Policyholders' benefits, including
the change in policy reserves, decreased as a result of more favorable reserve
experience primarily driven by COVID-19 related mortality gains.

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 as many policy fees are determined by these
values. The investment income and interest we credit to policyholders on 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."
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                                                                                              Twelve
                                                                                              Months
                                                                  Three Months Ended          Ended
                                                                      March 31,             March 31,
                                                                            2021               2020               2021
                                                                                          (in millions)
Full Service:
Beginning total account value                                           $ 315,227          $ 272,448          $ 238,435
Deposits and sales                                                         10,933              8,952             42,895
Withdrawals and benefits                                                   (9,360)            (8,668)           (35,344)

Change in market value, interest credited and interest income and other activity

                                                   9,356            (34,297)            80,170
Ending total account value                                              $ 326,156          $ 238,435          $ 326,156
Institutional Investment Products:
Beginning total account value                                           $ 243,387          $ 227,596          $ 227,346
Additions(1)                                                                9,760              6,893             25,336
Withdrawals and benefits                                                   (5,642)            (5,510)           (18,420)
Change in market value, interest credited and interest
income                                                                       (653)             2,435              5,766
Other(2)                                                                      644             (4,068)             7,468
Ending total account value                                              $ 247,496          $ 227,346          $ 247,496


__________
(1)Additions primarily include: group annuities and funded pension reinsurance
calculated based on premiums received; unfunded longevity reinsurance contracts
calculated as the present value of future projected benefits; investment-only
stable value contracts calculated as the fair value of customers' funds held in
a client-owned trust; and funding agreements issued.
(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
three months ended March 31, 2021 and 2020, "Other" activity also includes $722
million in receipts offset by $765 million in payments and $2,752 million in
receipts offset by $2,536 million in payments, respectively, related to funding
agreements backed by commercial paper which typically have maturities of less
than 90 days.

The increase in Full Service account values for the three and twelve months ended March 31, 2021 reflected favorable changes in the market value of customer funds and increases in deposits and sales, net of withdrawals and benefits.



The increase in Institutional Investment Products account values for the three
months ended March 31, 2021 reflected net additions primarily driven by pension
risk transfer activity, including a large unfunded longevity reinsurance sale in
the current quarter. Account values for the twelve months ended March 31, 2021
reflected net additions primarily driven by pension risk transfer activity,
including a large unfunded longevity reinsurance sale in the current quarter, a
favorable change in the market value of account values, and an increase in other
activity primarily driven by the positive impact of foreign exchange rate
changes.

Group Insurance

Operating Results

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


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                                                                                  Three Months
                                                                                     Ended
                                                                                   March 31,
                                                                                         2021             2020
                                                                                            ($ in millions)

Operating results:
Revenues                                                                              $ 1,556          $ 1,424
Benefits and expenses                                                                   1,688            1,380
Adjusted operating income                                                                (132)              44
Realized investment gains (losses), net, and related adjustments                          (34)              81

Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                        $  (166)         $   125
Benefits ratio(1)(3):
Group life                                                                              104.2  %          88.4  %
Group disability                                                                         80.5  %          76.0  %
Total Group Insurance                                                                    99.0  %          85.6  %
Administrative operating expense ratio(2)(3):
Group life                                                                               10.8  %          12.4  %
Group disability                                                                         32.2  %          24.8  %
Total Group Insurance                                                                    15.8  %          15.1  %


__________
(1)Ratio of policyholder benefits to earned premiums plus policy charges and fee
income.
(2)Ratio of general and administrative expenses (excluding commissions) to gross
premiums plus policy charges and fee income.
(3)The benefit and administrative ratios are measures used to evaluate
profitability and efficiency.

Adjusted Operating Income



Adjusted operating income decreased $176 million, primarily reflecting lower
underwriting results in our group life business driven by unfavorable claim
experience mostly due to COVID-19 impacts on non-experience-rated contracts, and
less favorable underwriting results in our group disability business driven by a
less favorable impact from claim experience on long-term disability contracts.

Revenues, Benefits and Expenses



Revenues increased $132 million. The increase primarily reflected higher
premiums and policy charges and fee income driven by lower premium returns in
our group life business due to COVID-19 impacts on experience-rated contracts,
with offsets in policyholders' benefits and changes in reserves, as discussed
below, as well as growth in our group life and group disability businesses.

Benefits and expenses increased $308 million. The increase primarily reflected
higher policyholders' benefits and changes in reserves, including increases in
our group life business mostly due to COVID-19 impacts on experience- and
non-experience-rated contracts, and increases in our group disability business
driven by a less favorable impact from claim experience on long-term disability
contracts.

Sales Results

The following table sets forth Group Insurance's annualized new business
premiums, as defined under "-Segment Measures" above, for the periods indicated.
                                                  Three Months Ended
                                                       March 31,
                                                                   2021        2020
                                                                    (in millions)
Annualized new business premiums(1):
Group life                                                      $    175      $ 173
Group disability                                                     120        108
Total                                                           $    295      $ 281


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__________
(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.

Total annualized new business premiums for the three months ended March 31, 2021
increased $14 million compared to the prior year period, primarily driven by
higher sales in our group disability business within the existing Premier and
National client base.


Individual Annuities

Operating Results

The following table sets forth Individual Annuities' operating results for the
periods indicated.
                                                                                Three Months
                                                                                   Ended
                                                                                 March 31,
                                                                                       2021             2020
                                                                                           (in millions)

Operating results:
Revenues                                                                            $ 1,199          $  1,148
Benefits and expenses                                                                   755               775
Adjusted operating income                                                               444               373
Realized investment gains (losses), net, and related adjustments                      2,555              (865)
Charges related to realized investment gains (losses), net                             (407)             (375)
Market experience updates                                                               176              (646)
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                      $ 2,768          $ (1,513)

Adjusted Operating Income



Adjusted operating income increased $71 million primarily driven by higher net
investment spread results reflecting higher income on non-coupon investments and
higher fee income, net of distribution expenses and other associated costs,
resulting from higher average separate account values due to favorable equity
markets, partially offset by net outflows, certain products reaching contractual
milestones for fee tier reduction and product mix changes. Also contributing to
the increase were lower operating expenses, primarily due to cost savings
initiatives.

Revenues, Benefits and Expenses



Revenues increased $51 million primarily driven by higher net investment income
reflecting higher income on non-coupon investments, and higher policy charges
and fee income reflecting higher average separate account values due to
favorable equity markets, partially offset by net outflows, certain products
reaching contractual milestones for fee tier reduction and product mix changes.
Also contributing to the increase were higher asset management and services
fees, with offsets in general and administrative expenses, as described below.

Benefits and expenses decreased $20 million primarily driven by lower interest
expense, partially offset by higher general and administrative expenses, net of
capitalization, driven by higher distribution and asset management expenses
reflecting higher average separate account values, partially offset by lower
operating expenses, 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:
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                                                                                                          Twelve
                                                                                                          Months
                                                                  Three Months Ended                       Ended
                                                                       March 31,                         March 31,
                                                                2021               2020                                    2021
                                                                         (in millions)
Total Individual Annuities(1):
Beginning total account value                               $ 176,280          $ 169,681                               $ 143,976
Sales                                                           1,855              1,927                                   6,743
Full surrenders and death benefits                             (2,492)            (2,519)                                 (7,818)
Sales, net of full surrenders and death benefits                 (637)              (592)                                 (1,075)
Partial withdrawals and other benefit payments                 (1,429)            (1,399)                                 (5,221)
Net flows                                                      (2,066)            (1,991)                                 (6,296)
Change in market value, interest credited and other
activity                                                        3,142            (22,822)                                 42,324
Policy charges                                                   (914)              (892)                                 (3,562)
Ending total account value                                  $ 176,442          $ 143,976                               $ 176,442


__________
(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 $170.6 billion and $139.0 billion as of March 31, 2021 and
2020, respectively. Fixed annuity account values were $5.8 billion and $4.9
billion as of March 31, 2021 and 2020, respectively.

Sales, net of full surrenders and death benefits, for the three months ended
March 31, 2021 declined in comparison to the prior year period. Sales in the
current quarter reflect the product pivot strategy and consisted largely of
indexed variable annuities, as sales of traditional variable annuities with
guaranteed living benefit riders have been discontinued as of December 31, 2020.

The increase in account values for the twelve months ended March 31, 2021 was
driven by market value appreciation, partially offset by net outflows and policy
charges on contractholder accounts.

Risks and Risk Mitigants

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



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

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

Variable Annuity Risks and Risk Mitigants. The primary risk exposures of our
variable annuity contracts relate to actual deviations from, or changes to, the
assumptions used in the original pricing of these products, including capital
markets assumptions such as equity market returns, interest rates and market
volatility, along with actuarial assumptions such as contractholder mortality,
the timing and amount of annuitization and withdrawals, and contract lapses. For
these risk exposures, achievement of our expected returns is subject to the risk
that actual experience will differ from the assumptions used in the original
pricing of these products. We manage our exposure to certain risks driven by
fluctuations in capital markets primarily
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through a combination of i) Product Design Features, ii) our Asset Liability
Management Strategy, and iii) our Capital Hedge Program, as discussed below. We
also manage these risk exposures through external reinsurance for certain of our
variable annuity products. Sales of traditional variable annuities with
guaranteed living benefit riders have been discontinued as of December 31, 2020.

i.Product Design Features:



A portion of the variable annuity contracts that we offered include an automatic
rebalancing feature, also referred to as an asset transfer feature. This feature
is implemented at the contract level, and transfers assets between certain
variable investment sub-accounts selected by the annuity contractholder and,
depending on the benefit feature, a fixed-rate account in the general account or
a bond fund sub-account within the separate accounts. The objective of the
automatic rebalancing feature is to reduce our exposure to equity market risk
and market volatility. Other product design features we utilize include, among
others, asset allocation restrictions, minimum issuance age requirements and
certain limitations on the amount of purchase payments, as well as a required
minimum allocation to our general account for certain of our products. 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):



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

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

The valuation of the economic liability we seek to defray excludes certain items
that are included within the U.S. GAAP liability, such as non-performance risk
("NPR") in order to maximize protection irrespective of the possibility of our
own default, as well as risk margins (required by U.S. GAAP but different from
our best estimate) and valuation methodology differences. The following table
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:

                                                                      March 31,           December 31,
                                                                         2021                 2020
                                                                                (in millions)
U.S. GAAP liability, including NPR, net of reinsurance recoverables  $  11,194          $      18,537
NPR adjustment, net of reinsurance recoverables                          3,219                  4,103
Subtotal                                                                14,413                 22,640

Adjustments including risk margins and valuation methodology differences

                                                             (3,034)                (5,080)
Economic liability managed through the ALM strategy                  $  

11,379 $ 17,560

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


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

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

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

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

iii. Capital Hedge Program:



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

Results excluded from adjusted operating income

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


                                                        Three Months
                                                           Ended
                                                         March 31,
                                                               2021              2020
                                                                  (in millions)(1)
Results excluded from adjusted operating
income:
Change in value of U.S. GAAP liability,
pre-NPR(2)                                                  $ 8,392          $ (20,538)
Change in the NPR adjustment                                   (884)        

6,599


Change in fair value of hedge assets, excluding
capital hedges(3)                                            (4,992)        

11,954


Change in fair value of capital hedges(4)                      (295)        

952


Other                                                           334         

168


Realized investment gains (losses), net, and
related adjustments                                           2,555         

(865)


Market experience updates(5)                                    176         

(646)


Charges related to realized investment gains
(losses), net                                                  (407)        

(375)


Total results excluded from adjusted operating
income(6)                                                   $ 2,324          $  (1,886)


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__________
(1)Positive amounts represent income; negative amounts represent a loss.
(2)Represents the change in the liability (excluding NPR) for our variable
annuities living benefit guarantees which is measured utilizing a valuation
methodology that is required under U.S. GAAP. This liability includes such items
as risk margins which are required by U.S. GAAP but not included in our best
estimate of the liability.
(3)Represents the change in fair value of the derivatives utilized to hedge
potential claims associated with our variable annuity living benefit guarantees.
(4)Represents the changes in fair value of equity derivatives of the capital
hedge program intended to protect a portion of the overall capital position of
the variable annuities business against its exposure to the equity markets.
(5)Represents the immediate impacts in current period results from changes in
current market conditions on estimates of profitability.
(6)Excludes amounts from the change in unrealized gains and losses on fixed
income instruments recorded in OCI (versus net income) of $(1,870) million, and
$1,706 million for the three months ended March 31, 2021 and 2020, respectively.

For the three months ended March 31, 2021, the gain of $2,324 million was driven
by a favorable impact related to the U.S. GAAP liability before NPR, net of the
change in fair value of hedge assets (excluding capital hedges) largely due to
rising interest rates and favorable equity market performance, as well as
favorable market experience updates from the impact of favorable equity markets
and higher interest rates. These impacts were partially offset by an unfavorable
NPR adjustment driven by higher interest rates and losses associated with our
capital hedge program.
For the three months ended March 31, 2020, the loss of $1,886 million was driven
by an unfavorable impact related to the U.S. GAAP liability before NPR, net of
the change in fair value of hedge assets (excluding capital hedges) largely due
to widening credit spreads, declining interest rates, and unfavorable equity
market performance, as well as unfavorable market experience updates from the
impact of unfavorable equity markets and lower interest rates. These impacts
were partially offset by a favorable NPR adjustment driven by widening credit
spreads and gains associated with our capital hedge program.
Product Specific Risks and Risk Mitigants
As noted above, the risks associated with our products are mitigated through
product design features, including automatic rebalancing, as well as through our
ALM strategy and external reinsurance. The following table sets forth the risk
management profile of our living benefit guarantees and guaranteed minimum death
benefit ("GMDB") features as of the periods indicated:
                                                              March 31, 2021                       December 31, 2020                      March 31, 2020
                                                          Account              % of             Account            % of               Account              % of
                                                           Value               Total             Value             Total               Value               Total
                                                                                                    ($ in millions)
Living benefit/GMDB features(1):
Both ALM strategy and automatic
rebalancing(2)(3)                                    $      111,948              66  %       $  112,177              66  %       $       92,692              67  %
ALM strategy only(3)                                          7,362               4  %            7,410               4  %                6,188               4  %
Automatic rebalancing only                                      617               1  %              634               1  %                  644               1  %
External reinsurance(4)                                       3,201               2  %            3,173               2  %                2,617               2  %
PDI                                                          17,122              10  %           18,540              11  %               15,802              11  %
Other products                                                2,487               1  %            2,492               1  %                1,955               1  %
Total living benefit/GMDB features                   $      142,737                          $  144,426                          $      119,898
GMDB features and other(5)                                   27,893              16  %           26,120              15  %               19,149              14  %
Total variable annuity account value                 $      170,630                          $  170,546                          $      139,047

__________


(1)All contracts with living benefit guarantees also contain GMDB features,
which cover the same insured contract.
(2)Contracts with living benefits that are included in our ALM strategy and that
have an automatic rebalancing feature.
(3)Excludes PDI which is presented separately within this table.
(4)Represents contracts subject to a reinsurance transaction with an external
counterparty covering certain Highest Daily Lifetime Income ("HDI") v.3.0
business for the period April 1, 2015 through December 31, 2016. These contracts
with living benefits also have an automatic rebalancing feature.
(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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                                                                                Three Months
                                                                                   Ended
                                                                                 March 31,
                                                                                       2021             2020
                                                                                           (in millions)

Operating results:
Revenues                                                                            $ 1,635          $ 1,530
Benefits and expenses                                                                 1,679            1,550
Adjusted operating income                                                               (44)             (20)
Realized investment gains (losses), net, and related adjustments                       (152)             565
Charges related to realized investment gains (losses), net                              158             (418)
Market experience updates                                                               131             (294)

Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                      $    93          $  (167)



  Adjusted Operating Income

Adjusted operating income decreased $24 million, primarily reflecting lower
underwriting results, driven by an unfavorable impact from mortality experience,
net of reinsurance, primarily attributable to COVID-19 related claims. This
decrease was partially offset by higher net investment spread results driven by
higher income on non-coupon investments.

Revenues, Benefits and Expenses



Revenues increased $105 million. This increase was primarily driven by higher
income on non-coupon investments and higher net investment income due to higher
average invested assets, partially offset by lower investment yields. The
increase also reflected higher policy charges and fee income driven by business
growth.

Benefits and expenses increased $129 million. This increase reflected higher
policyholders' benefits driven by an unfavorable impact from mortality
experience, net of reinsurance, primarily attributable to COVID-19 related
claims, partially offset by lower operating expenses resulting from cost savings
initiatives.

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.


                                                    Three Months Ended March 31, 2021                     Three Months Ended March 31, 2020
                                               Prudential           Third-                           Prudential           Third-
                                                Advisors            Party            Total            Advisors            Party            Total
                                                                                         (in millions)
Term Life                                    $         6          $    25          $   31          $         6          $    34          $   40
Guaranteed Universal Life(1)                           0               12              12                    2               27              29
Other Universal Life(1)                                2               13              15                    7               23              30
Variable Life                                         28              118             146                   20               68              88
Total                                        $        36          $   168          $  204          $        35          $   152          $  187


__________

(1)Single pay life premiums and excess (unscheduled) premiums are included in annualized new business premiums based on a 10% credit and represented approximately 0% and 5% of Guaranteed Universal Life and 2% and 7% of Other Universal Life annualized new business premiums for the three months ended March 31, 2021 and 2020, respectively.



Total annualized new business premiums for the three months ended March 31, 2021
increased $17 million compared to the prior year period, driven by higher sales
of variable life products as a result of pricing actions, partially offset by
lower sales across all other products.

Assurance IQ
Operating Results

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


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                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                        2021              2020
                                                                                            (in millions)

Operating results:
Revenues                                                                            $      108          $   60
Expenses                                                                                   147              83
Adjusted operating income                                                                  (39)            (23)
Other adjustments(1)                                                                       (13)             45
Income (loss) before income taxes and equity in earnings of operating joint
ventures                                                                            $      (52)         $   22


 __________
(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 13 to the Unaudited Interim Consolidated Financial
Statements for additional information.

Adjusted Operating Income

Adjusted operating income decreased $16 million, reflecting an increase in operating expenses supporting business growth, partially offset by higher net revenues primarily related to the Medicare and Life product lines.

Revenues and Expenses



Revenues increased $48 million, primarily due to commissions and case referral
revenues from the Medicare product line, driven by business growth and from a
strategic shift by the business to emphasize Medicare products, as well as from
higher case referral sales in the Life product line. Expenses increased $64
million, driven by higher marketing and distribution costs primarily related to
the Medicare product line, and higher general and administrative operating
expenses supporting business growth.

International Businesses

Business Updates



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

•In the third quarter of 2020, the Company entered into a definitive agreement
with Taishin Financial Holding Co, Ltd., a Taiwanese financial services
provider, to sell Prudential Life Insurance Company of Taiwan Inc. ("POT") for
cash consideration of approximately $195 million at then current exchange rates,
to be paid at closing, and contingent consideration with a fair value of
approximately $30 million at March 31, 2021. If regulatory approvals are
obtained and customary closing conditions are satisfied, we expect the
transaction to close in 2021.

Beginning in the third quarter of 2020, we reported our investment in POT as
"held for sale" and have cumulatively recognized an approximate $390 million
after-tax charge to earnings, through March 31, 2021, to adjust the carrying
value of POT to the fair market value reflected in the purchase price (see Note
1 to the Consolidated Financial Statements for additional information). Also,
effective in the third quarter of 2020, the results of this business and the
impact of its anticipated sale were reflected in the Divested and Run-off
Businesses that are included in Corporate and Other, and all prior period
amounts have been updated to conform to the current period presentation. We
intend to use the proceeds of the transaction for general corporate purposes.

Operating Results



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

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

                                                                                        Three Months
                                                                                           Ended
                                                                                         March 31,
                                                                                               2021           2020(1)
                                                                                                   (in millions)

Operating results:
Revenues:
Life Planner                                                                                $ 2,930          $ 2,718
Gibraltar Life and Other                                                                      3,001            2,918
Total revenues                                                                                5,931            5,636
Benefits and expenses:
Life Planner                                                                                  2,466            2,356
Gibraltar Life and Other                                                                      2,594            2,584
Total benefits and expenses                                                                   5,060            4,940
Adjusted operating income:
Life Planner                                                                                    464              362
Gibraltar Life and Other                                                                        407              334
Total adjusted operating income                                                                 871              696
Realized investment gains (losses), net, and related adjustments                               (789)             575
Charges related to realized investment gains (losses), net                                      (14)              (7)
Market experience updates                                                                         0               (6)

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

                                                                        (22)               4
Income (loss) before income taxes and equity in earnings of operating joint
ventures                                                                                    $    46          $ 1,262


__________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.

Adjusted Operating Income



Adjusted operating income from our Life Planner operations increased $102
million, including a net unfavorable impact of $3 million from currency
fluctuations, inclusive of the currency hedging program discussed above.
Excluding this item, adjusted operating income from our Life Planner operations
increased $105 million primarily reflecting more favorable underwriting results
due to the growth of business in force in our Japan and Brazil operations, and
favorable impacts from mortality and policyholder experience. Also contributing
to the increase were higher net investment spread results driven by higher
income on non-coupon investments, partially offset by lower reinvestment yields.

Adjusted operating income from our Gibraltar Life and Other operations increased
$73 million, including a net $0 million impact from currency fluctuations,
inclusive of the currency hedging program discussed above, primarily reflecting
higher net investment spread results driven by higher income on non-coupon
investments, partially offset by lower reinvestment yields. Also contributing to
the increase were higher earnings from our joint venture investments, as well as
more favorable underwriting results primarily due to favorable policyholder
experience.

Revenues, Benefits and Expenses


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Revenues from our Life Planner operations increased $212 million, including a
net favorable impact of $5 million from currency fluctuations. Excluding this
item, revenues increased $207 million, primarily reflecting higher net
investment income driven by higher income on non-coupon investments, partially
offset by lower reinvestment yields. Also contributing to the increase were
higher premiums and policy charges and fee income attributable to the growth of
business in force.

Benefits and expenses of our Life Planner operations increased $110 million,
including a net unfavorable impact of $8 million from currency fluctuations.
Excluding this item, benefits and expenses increased $102 million, primarily
reflecting higher policyholders' benefits, including changes in reserves, driven
by the growth of business in force, partially offset by favorable impacts from
mortality and policyholder experience.

Revenues from our Gibraltar Life and Other operations increased $83 million,
including a net favorable impact of $46 million from currency fluctuations.
Excluding this item, revenues increased $37 million, primarily reflecting higher
net investment income driven by higher income on non-coupon investments,
partially offset by lower reinvestment yields. Also contributing to the increase
was higher other income driven by a favorable impact from our joint venture
investments.

Benefits and expenses of our Gibraltar Life and Other operations increased $10
million, including a net unfavorable impact of $46 million from currency
fluctuations. Excluding this item, benefits and expenses decreased $36 million,
primarily driven by lower policyholders' benefits, including changes in
reserves.

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.



                                               Three Months Ended
                                                   March 31,
                                                               2021       2020(1)
                                                                  (in millions)
Annualized new business premiums:
On an actual exchange rate basis:
Life Planner                                                  $ 248      $    303
Gibraltar Life and Other                                        258           307
Total                                                         $ 506      $    610
On a constant exchange rate basis:
Life Planner                                                  $ 259      $    306
Gibraltar Life and Other                                        259           309
Total                                                         $ 518      $    615


__________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.

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.

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The table below presents annualized new business premiums on a constant exchange
rate basis, by product and distribution channel, for the periods indicated.
                                                      Three Months Ended March 31, 2021                                                           

Three Months Ended March 31, 2020(1)


                                               Accident                                                                                      Accident
                                                   &                                                                                             &
                               Life             Health            Retirement(2)           Annuity          Total             Life             Health            Retirement(2)           Annuity          Total
                                                                                                               (in millions)
Life Planner                $    142          $     19          $           98          $      0          $ 259          $     164          $     21          $          121          $      0          $ 306
Gibraltar Life and Other:
Life Consultants            $     73          $      7          $            9          $     16          $ 105          $      83          $      9          $           18          $     22          $ 132
Banks(3)                         100                 0                       3                15            118                120                 0                      10                 2            132
Independent Agency                18                 1                      16                 1             36                 21                 1                      21                 2             45
Subtotal                         191                 8                      28                32            259                224                10                      49                26            309
Total                       $    333          $     27          $          126          $     32          $ 518          $     388          $     31          $          170          $     26          $ 615


__________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.
(2)Includes retirement income, endowment and savings variable universal life.
(3)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 8% and 67%, respectively, of
total Japanese bank distribution channel annualized new business premiums,
excluding annuity products, for the three months ended March 31, 2021, and 4%
and 67%, respectively, of total Japanese bank distribution channel annualized
new business premiums, excluding annuity products, for the three months ended
March 31, 2020.

Annualized new business premiums, on a constant exchange rate basis, from our
Life Planner operations decreased $47 million, primarily driven by lower sales
due to COVID-19 impacts on distribution, as well as lower sales of
USD-denominated products resulting from pricing increases in the third quarter
of 2020.

Annualized new business premiums, on a constant exchange rate basis, from our
Gibraltar Life and Other operations decreased $50 million. Life Consultants
sales decreased $27 million, primarily driven by COVID-19 impacts on
distribution and lower sales of USD-denominated protection and retirement
products resulting from pricing increases in the third quarter of 2020. Bank
channel and Independent Agency sales decreased $14 million and $9 million,
respectively, primarily driven by COVID-19 impacts on distribution and lower
sales of USD-denominated products resulting from pricing increases in the third
quarter of 2020.

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Corporate and Other

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



                                                                                       Three Months
                                                                                           Ended
                                                                                         March 31,
                                                                                              2021           2020(1)
                                                                                                  (in millions)

Operating results:
Interest expense on debt(2)                                                                 $ (208)         $  (219)
Investment income(2)                                                                            36               49
Pension and employee benefits                                                                   62               50
Other corporate activities(3)                                                                 (176)            (222)
Adjusted operating income                                                                     (286)            (342)
Realized investment gains (losses), net, and related adjustments                               166              (40)
Charges related to realized investment gains (losses), net                                      11               21
Market experience updates                                                                       (3)               8
Divested and Run-off Businesses                                                                 30              (69)

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

                                                                        (4)              22
Income (loss) before income taxes and equity in earnings of operating joint
ventures                                                                                    $  (86)         $  (400)


__________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.
(2)Prior period amounts have been updated to conform to current period
presentation.
(3)Includes consolidating adjustments.

The loss from Corporate and Other operations, on an adjusted operating income
basis, decreased $56 million. Net charges from other corporate activities
decreased $46 million primarily reflecting lower expenses. Also contributing to
the decrease were favorable results of $12 million from pension and employee
benefits, primarily driven by higher income from our qualified pension plan as a
result of incurring lower interest costs on plan obligations, as well as an $11
million decrease from interest expense on debt, primarily reflecting lower
average interest rates. These decreases were partially offset by lower
investment income of $13 million, primarily driven by lower income on both
highly liquid assets and coupon investments due to lower investment yields,
partially offset by higher income on non-coupon investments.

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:
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                                             2021              2020
                                                                                                 (in millions)
Long-Term Care                                                                           $     3             $   81
Other(1)                                                                                      27               (150)
Total Divested and Run-off Businesses income (loss) excluded from adjusted
operating income                                                                         $    30             $  (69)


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__________
(1)Effective second quarter of 2020, the results of POK and the impact of its
sale are excluded from the International Businesses and are included in the
Divested and Run-off Businesses in Corporate and Other. Effective third quarter
of 2020, the results of POT and the impact of its anticipated sale are excluded
from the International Businesses and are included in the Divested and Run-off
Businesses in Corporate and Other. Prior period amounts have been updated to
conform to current period presentation. See Note 1 to the Unaudited Interim
Consolidated Financial Statements for additional information.

Long-Term Care. Results for the first quarter of 2021 decreased $78 million
compared to the prior year period driven by an unfavorable impact from changes
in the market value of derivatives used for duration management. This decrease
was partially offset by a favorable impact from changes in the market value of
equity securities, and higher underwriting results driven by favorable policy
and claim experience.

Other. Results for both the first quarter of 2021 and the first quarter of 2020
primarily reflect the results of POT and the impact of its anticipated sale,
while results for the prior year period also include the results of POK and the
impact of its sale. See Note 1 to the Unaudited Interim Consolidated Financial
Statements for additional information.

Closed Block Division



The Closed Block division includes certain in-force traditional domestic
participating life insurance and annuity products and assets that are used for
the payment of benefits and policyholder dividends on these policies
(collectively the "Closed Block"), as well as certain related assets and
liabilities. We no longer offer these traditional domestic participating
policies. See Note 7 to the Unaudited Interim Consolidated Financial Statements
for additional information.

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

As of March 31, 2021, the excess of actual cumulative earnings over the expected
cumulative earnings was $3,166 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 $3,244 million
at March 31, 2021, to be paid to Closed Block policyholders unless offset by
future experience, with a corresponding amount reported in AOCI.

Operating Results



The following table sets forth the Closed Block division's results for the
periods indicated.
                                                                                   Three Months
                                                                                       Ended
                                                                                     March 31,
                                                                                          2021             2020
                                                                                              (in millions)
U.S. GAAP results:
Revenues                                                                               $  1,365          $  677
Benefits and expenses                                                                     1,331             678
Income (loss) before income taxes and equity in earnings of operating
joint ventures                                                                         $     34          $   (1)

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

Income (loss) before income taxes and equity in earnings of operating joint ventures increased $35 million. Net investment activity results increased primarily reflecting higher other income driven by favorable changes in the value of equity


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securities, partially offset by a decrease in realized investment gains driven
by unfavorable changes in the fair value of derivatives used in risk management
activities. Net insurance activity results reflected a favorable comparative
change driven by a decrease in the 2021 dividend scale and run-off of the
business in force. As a result of the above and other variances, a $246 million
increase in the policyholder dividend obligation was recorded in the first
quarter of 2021, compared to a $483 million reduction in the first quarter of
2020. If actual cumulative earnings fall below expected cumulative earnings in
future periods, earnings volatility in the Closed Block division, which is
primarily due to changes in investment results, may not be offset by changes in
the cumulative earnings policyholder dividend obligation. For a discussion of
the Closed Block division's realized investment gains (losses), net, see
"-General Account Investments."

Revenues, Benefits and Expenses

Revenues increased $688 million primarily driven by an increase in other income, partially offset by a decrease in net realized investment gains, and lower premiums due to runoff of policies in force, as discussed above.



Benefits and expenses increased $653 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

For information regarding income taxes, see Note 8 to the Unaudited Interim Consolidated Financial Statements.


                  Experience-Rated Contractholder Liabilities,

Assets Supporting Experience-Rated Contractholder Liabilities and Other Related


                                  Investments

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



                                                                                          Three Months
                                                                                             Ended
                                                                                           March 31,
                                                                                                 2021            2020
                                                                                                    (in millions)
Retirement:

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

$  (435)         $ (289)

Change in experience-rated contractholder liabilities due to asset value changes

                  438             327
Gains (losses), net, on experienced rated contracts(1)(2)                                     $     3          $   38
International Businesses:
Investment gains (losses) on assets supporting experience-rated contractholder
liabilities, net                                                                              $   180          $ (336)

Change in experience-rated contractholder liabilities due to asset value changes

                 (180)            336
Gains (losses), net, on experienced rated contracts                                           $     0          $    0

Total:

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

$  (255)         $ (625)

Change in experience-rated contractholder liabilities due to asset value changes

                  258             663
Gains (losses), net, on experienced rated contracts(1)(2)                                     $     3          $   38

__________


(1)Decreases to contractholder liabilities due to asset value changes are
limited by certain floors and therefore do not reflect cumulative declines in
recorded asset values of $3 million and $14 million as of March 31, 2021 and
2020, 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.
(2)Included in the amounts above related to the change in the liability to
contractholders as a result of commercial mortgage and other loans are an
increase of $11 million and a decrease of $37 million for the three months ended
March 31, 2021 and 2020, 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 Unaudited Interim 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 7 to the
Unaudited Interim Consolidated Financial Statements for additional information
on the Closed Block.
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                                                                      As of March 31, 2021                                                               As of December 31, 2020
                                                                                               Closed Block                                                                        Closed Block
                                          PFI excluding Closed Block Division                    Division                     PFI excluding Closed Block Division                    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                                      $   339,679          $     5,105

$ 38,917 $ 1,167 $ 370,681 $

  5,005          $    42,224          $     1,038
Assets supporting experience-rated
contractholder liabilities:
Fixed maturities                               21,302                  776                    0                    0               21,414                  615                    0                    0
Equity securities                               2,296                    0                    0                    0                2,043                    0                    0                    0
All other(2)                                      398                   20                    0                    0                  619                   20                    0                    0
Subtotal                                       23,996                  796                    0                    0               24,076                  635                    0                    0
Fixed maturities, trading                       5,932                  230                  270                   12                3,636                  230                  278                   13
Equity securities                               5,785                  632                2,563                   96                5,653                  576                2,345                   84
Commercial mortgage and other
loans                                             500                    0                    0                    0                1,092                    0                    0                    0
Other invested assets(3)                        2,225                  378                    0                    0                2,268                  366                    3                    0
Short-term investments                          4,207                  342                   97                   54                6,222                  146                   88                   31
Cash equivalents                                6,382                    4                  619                    0                5,241                    1                  241                    0
Other assets                                      144                  144                    0                    0                  268                  268                    0                    0
Separate account assets                       302,905                1,306                    0                    0              304,270                1,821                    0                    0
Total assets                              $   691,755          $     8,937          $    42,466          $     1,329          $   723,407          $     9,048          $    45,179          $     1,166
Future policy benefits                    $    11,314          $    11,314

$ 0 $ 0 $ 18,879 $ 18,879 $ 0 $ 0 Policyholders' account balances

                 2,171                2,171                    0                    0                1,914                1,914                    0                    0
Other liabilities(3)                            1,152                    0                    3                    0                  385                    0                    0                    0

Total liabilities                         $    14,637          $    13,485          $         3          $         0          $    21,178          $    20,793          $         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 1.3% and 3.1%, respectively, as of March 31,
2021, and 1.3% and 2.6%, respectively, as of December 31, 2020.
(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. The
continued impact of the COVID-19 pandemic on the global economy may have adverse
effects on the valuation of assets and liabilities. Due to the highly uncertain
nature of these conditions, it is not possible to estimate the overall impacts
at this time.

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 $1.6 billion of public fixed maturities as of March 31, 2021, with
values primarily based on indicative broker quotes, and approximately $4.6
billion of private fixed maturities, with values primarily based on
internally-developed models. Significant unobservable inputs used in their
valuation included: issue specific spread adjustments, material non-public
financial information, management judgment, estimation of future earnings and
cash flows, default rate assumptions, liquidity assumptions and indicative
quotes from market makers. Separate account assets included in Level 3 in our
fair value hierarchy primarily include corporate securities and commercial
mortgage loans.

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

For additional information about the valuation techniques and the key estimates
and assumptions used in our determination of fair value, see Note 6 to the
Consolidated Financial Statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2020.

                          General Account Investments

Portfolio Composition



Our investment portfolio consists of public and private fixed maturity
securities, commercial mortgage and other loans, policy loans and non-coupon
investments, which include equity securities and other invested assets such as
limited partnerships and limited liability companies ("LPs/LLCs"), real estate
held through direct ownership, derivative instruments and seed money investments
in separate accounts. The composition of our general account reflects, within
the discipline provided by our risk management approach, our need for
competitive results and the selection of diverse investment alternatives
available primarily through our PGIM segment. The size of our portfolio enables
us to invest in asset classes that may be unavailable to the typical investor.

The following tables set forth the composition of our general account investment
portfolio apportioned between PFI excluding the Closed Block division and the
Closed Block division, as of the dates indicated:

                                                                                                March 31, 2021
                                                                            PFI Excluding                  Closed Block
                                                                        Closed Block Division                Division              Total
                                                                                                ($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value                          $   280,849             61.7  %       $      26,863          $ 307,712

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

                                                                1,608              0.4                      0              1,608
Private, available-for-sale, at fair value                              58,268             12.8                 12,054             70,322

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

                                                                  193              0.1                      0                193
Fixed maturities, trading, at fair value                                 5,732              1.3                    271              6,003
Assets supporting experience-rated contractholder
liabilities, at fair value                                              24,027              5.3                      0             24,027
Equity securities, at fair value                                         5,227              1.1                  2,563              7,790

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

                                                               55,738             12.3                  8,297             64,035
Policy loans, at outstanding balance                                     7,006              1.4                  3,984             10,990
Other invested assets, net of allowance(1)                              11,174              2.5                  3,730             14,904
Short-term investments, net of allowance                                 5,135              1.1                    132              5,267
Total general account investments                                      454,957            100.0  %              57,894            512,851
Invested assets of other entities and operations(2)                      5,978                                       0              5,978
Total investments                                                  $   460,935                           $      57,894          $ 518,829


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

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

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

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

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

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

                                                               55,892             11.5                  8,421             64,313
Policy loans, at outstanding balance                                     7,207              1.5                  4,064             11,271
Other invested assets, net of allowance(1)                              10,716              2.1                  3,610             14,326
Short-term investments, net of allowance                                 7,640              1.5                    124              7,764
Total general account investments                                      486,070            100.0  %              61,065            547,135
Invested assets of other entities and operations(2)                      6,485                                       0              6,485
Total investments                                                  $   492,555                           $      61,065          $ 553,620


__________
(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.

The decrease in general account investments attributable to PFI excluding the
Closed Block division in the first three months of 2021 was primarily due to an
increase in interest rates and the translation impact of the U.S. dollar
strengthening against the yen, partially offset by the reinvestment of net
investment income. For information regarding the methodology used in determining
the fair value of our fixed maturities, see Note 6 to the Unaudited Interim
Consolidated Financial Statements.

As of March 31, 2021 and December 31, 2020, 44% 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,
                                                                           March 31, 2021              2020
                                                                                      (in millions)
Fixed maturities:
Public, available-for-sale, at fair value                                $       142,899          $   154,261
Public, held-to-maturity, at amortized cost, net of allowance                         1,608             1,719
Private, available-for-sale, at fair value                                           20,955            21,748
Private, held-to-maturity, at amortized cost, net of allowance                          193               211
Fixed maturities, trading, at fair value                                                530                  550

Assets supporting experience-rated contractholder liabilities, at fair value

                                                                            3,255             3,149
Equity securities, at fair value                                                      2,186             2,134

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

                                                                            20,026            19,915
Policy loans, at outstanding balance                                                  2,905             3,078
Other invested assets(1)                                                              2,745             3,045
Short-term investments, net of allowance                                                775               438
Total Japanese general account investments                               $  

198,077 $ 210,248

__________

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


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

As of March 31, 2021, our Japanese insurance operations had $85.1 billion, at
carrying value, of investments denominated in U.S. dollars, including $1.9
billion that were hedged to yen through third-party derivative contracts and
$71.0 billion that support liabilities denominated in U.S. dollars, with the
remainder as part of the hedging of foreign currency exchange rate exposure to
U.S. dollar-equivalent equity. As of December 31, 2020, our Japanese insurance
operations had $89.2 billion, at carrying value, of investments denominated in
U.S. dollars, including $1.8 billion that were hedged to yen through third-party
derivative contracts and $74.8 billion that support liabilities denominated in
U.S. dollars, with the remainder as part of the hedging of foreign currency
exchange rate exposure of U.S. dollar-equivalent equity. The $4.1 billion
decrease in the carrying value of U.S. dollar-denominated investments from
December 31, 2020 was primarily attributable to an increase in U.S. treasury
bond rates, partially offset by reinvestment of net investment income and
portfolio growth as a result of net business inflows.

Our Japanese insurance operations had $9.8 billion and $10.2 billion, at
carrying value, of investments denominated in Australian dollars that support
liabilities denominated in Australian dollars as of March 31, 2021 and
December 31, 2020, respectively. The $0.4 billion decrease in the carrying value
of Australian dollar-denominated investments from December 31, 2020 was
primarily attributable to the increase in Australian government bond rates. For
additional information regarding U.S. and Australian dollar investments held in
our Japanese insurance operations and a discussion of our yen hedging strategy,
see "-Results of Operations by Segment-Impact of Foreign Currency Exchange
Rates" above.

Investment Results



The following tables set forth the investment results of our general account
apportioned between PFI excluding the Closed Block division, and the Closed
Block division, for the periods indicated. The yields are based on net
investment income as reported under U.S. GAAP and as such do not include certain
interest-related items, such as settlements of duration management swaps which
are included in "Realized investment gains (losses), net."

                                                                                            Three Months Ended March 31, 2021
                                     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)                       4.51  %       $ 1,787                 2.67  %       $   969                3.63  %       $ 2,756          $        364          $   3,120
Assets supporting experience-rated
contractholder liabilities                2.84              148                 1.14                9                2.61              157                     0                157
Equity securities                         0.87                7                 0.80                4                0.84               11                    12                 23
Commercial mortgage and other
loans                                     3.84              342                 3.73              186                3.80              528                    85                613
Policy loans                              4.95               51                 4.76               35                4.87               86                    58                144
Short-term investments and cash
equivalents                               0.30                8                 0.34                1                0.30                9                     0                  9
Gross investment income                   4.02            2,343                 2.76            1,204                3.48            3,547                   519              4,066
Investment expenses                      (0.14)             (70)               (0.13)             (56)              (0.13)            (126)                  (31)              (157)
Investment income after investment
expenses                                  3.88  %         2,273                 2.63  %         1,148                3.35  %         3,421                   488              3,909
Other invested assets(3)                                    256                                    93                                  349                    98                447
Investment results of other
entities and operations(4)                                   26                                     0                                   26                     0                 26
Total investment income                                 $ 2,555                               $ 1,241                              $ 3,796          $        586          $   4,382



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                                                                                            Three Months Ended March 31, 2020
                                     PFI Excluding Closed Block
                                        Division and Japanese                                                    PFI Excluding Closed Block          Closed Block
                                             Operations                   Japanese Insurance Operations                   Division                     Division             Total(5)
                                      Yield(1)            Amount            Yield(1)            Amount           Yield(1)            Amount             Amount               Amount
                                                                                                     ($ in millions)
Fixed maturities(2)                       4.52  %       $ 1,895                 2.76  %       $   946                3.73  %       $ 2,841          $        399          $   3,240
Assets supporting experience-rated
contractholder liabilities                3.39              160                 3.20               21                3.37              181                     0                181
Equity securities                         2.00               11                 1.10                6                1.57               17                    12                 29
Commercial mortgage and other
loans                                     4.01              355                 3.99              189                4.00              544                    93                637
Policy loans                              5.12               63                 3.99               29                4.70               92                    61                153
Short-term investments and cash
equivalents                               1.28               71                 1.62                7                1.31               78                     3                 81
Gross investment income                   4.06            2,555                 2.90            1,198                3.60            3,753                   568              4,321
Investment expenses                      (0.12)             (85)               (0.14)             (68)              (0.13)            (153)                  (43)              (196)
Investment income after investment
expenses                                  3.94  %         2,470                 2.76  %         1,130                3.47  %         3,600                   525              4,125
Other invested assets(3)                                     81                                   (27)                                  54                    20                 74
Investment results of other
entities and operations(4)                                    3                                     0                                    3                     0                  3
Total investment income                                 $ 2,554                               $ 1,103                              $ 3,657          $        545          $   4,202


__________
(1)For interim periods, yields are annualized. 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, net of allowance.
Amounts for fixed maturities, short-term investments and cash equivalents are
also netted for securities lending activity (i.e., income netted for rebate
expenses and asset values netted for securities lending liabilities). A yield is
not presented for other invested assets as it is not considered a meaningful
measure of investment performance. Yields exclude investment income and assets
related to other invested assets.
(2)Includes fixed maturity securities classified as available-for-sale and
held-to-maturity and excludes fixed maturity securities classified as trading,
which are included in other invested assets.
(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 3.42% and 3.55% for the three months ended March 31, 2021
and 2020, respectively.

The decrease 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 the three months ended
March 31, 2021, compared to the three months ended March 31, 2020, was primarily
the result of lower fixed income reinvestment rates.

The decrease in investment income after investment expenses yield attributable
to the Japanese insurance operations' portfolio, for the three months ended
March 31, 2021, compared to the three months ended March 31, 2020, was primarily
the result of lower fixed income reinvestment rates.

Both the U.S. dollar-denominated and Australian dollar-denominated fixed
maturities that are not hedged to yen through third-party derivative contracts
provide a yield that is substantially higher than the yield on comparable
yen-denominated fixed maturities. The average amortized cost of U.S.
dollar-denominated fixed maturities that are not hedged to yen through
third-party derivative contracts was approximately $57.4 billion and $51.9
billion for the three months ended March 31, 2021 and 2020, respectively. The
majority of U.S. dollar-denominated fixed maturities support liabilities that
are denominated in U.S. dollars. The average amortized cost of Australian
dollar-denominated fixed maturities that are not hedged to yen through
third-party derivative contracts was approximately $8.5 billion and $7.9 billion
for the three months ended March 31, 2021 and 2020, respectively. The majority
of Australian dollar-denominated fixed maturities support liabilities that are
denominated in Australian dollars. For additional information regarding U.S. and
Australian dollar investments held in our Japanese insurance operations, see
"-Results of Operations by Segment-Impact of Foreign Currency Exchange Rates"
above.

Realized Investment Gains and Losses


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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 "Charges related to
realized investment gains (losses), net" and adjustments, for the periods
indicated:
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                  2021               2020
                                                                                       (in millions)
PFI excluding Closed Block Division:
Realized investment gains (losses), net:
(Addition to) release of allowance for credit losses on fixed maturities      $       11          $   (150)
Write-downs on fixed maturities (1)                                                    0               (72)
Net gains (losses) on sales and maturities                                         1,050               311
Fixed maturity securities(2)                                                       1,061                89
Commercial mortgage and other loans                                                   10                 6
Derivatives                                                                          842             1,109
OTTI losses on other invested assets recognized in earnings                           (9)                0
(Addition to) release of allowance for credit losses on other invested assets         (1)               (4)
Other net gains (losses)                                                              65                (3)
Other                                                                                 55                (7)
Subtotal                                                                           1,968             1,197
Investment results of other entities and operations(3)                                39               214
Total - PFI excluding Closed Block Division                                   $    2,007          $  1,411
Related adjustments(4)                                                        $     (743)         $ (1,112)
Realized investment gains (losses), net, and related adjustments                   1,264               299
Charges related to realized investment gains (losses), net(4)                       (239)             (802)

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

$    1,025          $   (503)
Closed Block Division:
Realized investment gains (losses), net:
(Addition to) release of allowance for credit losses on fixed maturities      $       (7)         $     (8)
Write-downs on fixed maturities (1)                                                    0               (19)
Net gains (losses) on sales and maturities                                           161                96
Fixed maturity securities(2)                                                         154                69
Commercial mortgage and other loans                                                    1                 4
Derivatives                                                                          (82)              184

Other net gains (losses)                                                              (1)               (1)
Other                                                                                 (1)               (1)
Subtotal - Closed Block Division                                                      72               256
Consolidated PFI realized investment gains (losses), net                    

$ 2,079 $ 1,667

__________


(1)Amounts represent write-downs of credit adverse securities, write-downs on
securities approaching maturities related to foreign exchange movements and
securities actively marketed for sale.
(2)Includes fixed maturity securities classified as available-for-sale and
held-to-maturity and excludes fixed maturity securities classified as trading.
(3)Includes "realized investment gains (losses), net" of our investment
management operations.
(4)Prior period amounts have been updated to conform to current period
presentation.

Net gains on sales and maturities of fixed maturity securities were $1,050
million for the first quarter of 2021 primarily driven by sales of U.S.
treasuries acquired in a higher interest-rate environment within our domestic
segments. Net gains on sales and maturities of fixed maturity securities were
$311 million for the first quarter of 2020 primarily driven by the impact of
foreign currency exchange rate movements on U.S. and Australian
dollar-denominated securities that matured or were sold within our International
Businesses segment and other sales of fixed maturity securities within our
domestic segments.

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For the first quarter of 2021, the $11 million release of allowance for credit
losses for fixed maturities was due to modifications on public securities within
the energy sector, partially offset by an addition to the allowance for credit
losses within the energy, utilities and consumer cyclical sectors. In the first
quarter of 2020, the $150 million addition to allowance for credit losses for
fixed maturities was concentrated in the energy and communications sectors
within corporate securities and foreign government securities. This credit loss
allowance was primarily related to securities with liquidity concerns,
downgrades in credit, bankruptcy or other adverse financial conditions of the
respective issuers.

Net realized gains on derivative instruments of $842 million, for the first quarter of 2021 primarily included:

•$2,874 million of gains on product-related embedded derivatives and related hedge positions associated with certain variable annuity contracts;

Partially offsetting these gains were:



•$1,727 million of losses on interest rate derivatives due to increases in swap
and U.S. Treasury rates; and
•$331 million of losses on capital hedges due to increases in equity indices.

Net realized gains on derivative instruments of $1,109 million for the first quarter of 2020 primarily included:



•$2,355 million of gains on interest rate derivatives due to decreases in swap
and U.S. Treasury rates;
•$1,113 million of gains on capital hedges due to decreases in equity indices;
•$1,001 million of gains on foreign currency hedges due to U.S. dollar
appreciation versus the euro and British pound and due to USD interest rates
declining more than foreign rates; and
•$33 million of gains for fees earned on fee-based synthetic GICs;

Partially offsetting these gains were:

•$3,390 million of losses on product-related embedded derivatives and related hedge positions associated with certain variable annuity contracts; and •$41 million of losses on credit default swaps primarily due to spreads widening.

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



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 first quarter of 2021 and 2020 reflected net
negative related adjustments of $743 million and $1,112 million, respectively.
Both periods' results were primarily driven by changes in the fair value of
equity securities and fixed income securities designated as trading, as well as
settlements and changes in value of derivatives.

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 first quarter of 2021 and 2020 reflected net
related charges of $239 million and $802 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.

Credit Losses



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

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

For LPs/LLCs accounted for using the equity method and for wholly-owned
investment real estate, the carrying value of these investments is written down
or impaired to fair value when a decline in value is considered to be
other-than-temporary. For additional information regarding our OTTI policies,
see Note 2 to the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020.

COVID-19



A continued impact of COVID-19 on the global economy and corporate credit may
result in losses and credit migration in our investment portfolio. Due to the
highly uncertain nature of these conditions, it is not possible to estimate the
overall impacts at this time. We believe our investment portfolio has been
diligently constructed with a strong focus on ALM discipline, risk management,
and capital preservation; and although certain industries will likely be more
impacted by COVID-19 driven market conditions, we expect to benefit from our
experience in managing highly specialized asset classes through multiple credit
cycles. The following represents certain sectors in our investment portfolio
that were impacted by COVID-19.
Energy Related Investments
As of March 31, 2021, PFI excluding the Closed Block division had energy related
exposure with a market value of $13 billion including a net unrealized gain of
approximately $1 billion, which was reflected in AOCI. This $13 billion
represented investments in public and private corporate fixed maturity
securities (excluding trading securities) and was comprised of the midstream
(44%), independent energy (24%), integrated energy (20%), oil field services
(6%) and refining (6%) sub-sectors. As of March 31, 2021, the credit quality of
energy sector fixed maturity securities was 87% investment grade and 13% below
investment grade. Energy related investment realized gains were approximately
$28 million primarily due to a release of allowance for credit losses for the
quarter ended March 31, 2021.
Consumer Cyclical Related Investments
As of March 31, 2021, PFI excluding the Closed Block division had consumer
cyclical related exposure with a market value of approximately $12 billion and a
net unrealized gain of approximately $1 billion, which was reflected in AOCI.
This $12 billion represented investments in public and private corporate fixed
maturity securities (excluding trading securities) and included exposures in
retail (39%), automotive (21%), restaurants (8%), leisure (7%), gaming (5%) and
lodging (2%). As of March 31, 2021, the credit quality of consumer cyclical
sector fixed maturity securities was 75% investment grade and 25% below
investment grade. For additional information regarding "-Retail Related
Investments," see below.
Retail Related Investments

As of March 31, 2021, PFI excluding the Closed Block division had retail-related
investments of approximately $13 billion consisting primarily of $6 billion of
corporate fixed maturities of which 90% were investment grade (also included in
"-Consumer Cyclical Related Investments"); $6 billion of commercial mortgage
loans with a weighted-average loan-to-value ratio of approximately 57% and
weighted-average debt service coverage ratio of 2.15 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 99% and 1% were rated AAA (super senior) and
AA to A, 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 7 to the Unaudited Interim Consolidated
Financial Statements for additional information on the Closed Block.
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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 experience-rated contractholder liabilities and classified as
trading.

Fixed Maturity Securities by Industry



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

                                                                          March 31, 2021                                                                               December 31, 2020
                                                            Gross                Gross                                                                     Gross                Gross
                                      Amortized           Unrealized           Unrealized                            Fair            Amortized           Unrealized          Unrealized                            Fair
            Industry(1)                  Cost               Gains                Losses             ACL             Value               Cost               Gains               Losses             ACL             Value
                                                                                                                         (in millions)
Corporate securities:
Finance                              $  37,669          $     3,174          $       256          $   0          $  40,587          $  37,577          $     5,240          $       70          $   0          $  42,747
Consumer non-cyclical                   28,983                3,169                  317              0             31,835             28,891                5,085                  52              0             33,924
Utility                                 24,352                2,662                  221             17             26,776             24,235                4,504                  60             11             28,668
Capital goods                           13,718                1,302                  131              0             14,889             13,711                1,947                  49              2             15,607
Consumer cyclical                       10,582                1,019                   68             11             11,522             11,196                1,536                  52             13             12,667
Foreign agencies                         5,475                  721                   37              0              6,159              5,323                  903                  11              0              6,215
Energy                                  12,145                1,097                  132             30             13,080             12,257                1,583                 118             58             13,664
Communications                           5,979                  938                   50             39              6,828              6,013                1,343                  35             22              7,299
Basic industry                           6,166                  629                   44              0              6,751              5,895                  914                  17              0              6,792
Transportation                           9,926                1,006                   55              0             10,877             10,067                1,568                  40              0             11,595
Technology                               4,398                  281                   53              0              4,626              3,717                  381                  14              0              4,084
Industrial other                         4,397                  466                   57              0              4,806              4,485                  778                  21              0              5,242
Total corporate securities             163,790               16,464                1,421             97            178,736            163,367               25,782                 539            106            188,504
Foreign government(2)                   88,481               13,646                  321              0            101,806             93,521               16,229                 236              0            109,514
Residential mortgage-backed(3)           2,822                  162                   15              0              2,969              2,572                  198                   0              0              2,770
Asset-backed                            10,734                  142                    7              0             10,869             11,584                  137                  67              0             11,654
Commercial mortgage-backed              10,205                  574                   30              0             10,749             10,296                  883                   8              0             11,171
U.S. Government                         18,800                3,931                  209              0             22,522             25,959                8,348                  15              0             34,292
State & Municipal                        9,978                1,514                   26              0             11,466             10,142                1,991                   1              0             12,132
Total fixed maturities,
available-for-sale(4)                $ 304,810          $    36,433          $     2,029          $  97          $ 339,117          $ 317,441          $    53,568          $      866          $ 106          $ 370,037


__________
(1)Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications by
industry for all other holdings.
(2)As of March 31, 2021 and December 31, 2020, based on amortized cost, 85% and
86%, respectively, represent Japanese government bonds held by our Japanese
insurance operations with no other individual country representing more than 4%
of the balance.
(3)As of both March 31, 2021 and December 31, 2020, based on amortized cost, 97%
were rated A or higher.
(4)Excluded from the table above are securities held outside the general account
in other entities and operations. For additional information regarding
investments held outside the general account, see "-Invested Assets of Other
Entities and Operations" below.

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

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

                                                                    March 31, 2021                                                                               December 31, 2020
                                                        Gross               Gross                                                                     Gross               Gross
                                  Amortized          Unrealized           Unrealized            Fair                            Amortized          Unrealized           Unrealized            Fair
          Industry(1)               Cost                Gains               Losses             Value             ACL              Cost                Gains               Losses             Value             ACL
                                                                                                                    (in millions)
Corporate securities:
Finance                         $      612          $       60          $         0          $   672          $    7          $      651          $       67          $         0          $   718          $    9

Basic industry                          82                   1                    0               83               0                  87                   2                    0               89               0

Total corporate securities             694                  61                    0              755               7                 738                  69                    0              807               9
Foreign government(2)                  872                 239                    0            1,111               0                 935                 270                    0            1,205               0
Residential mortgage-backed(3)         242                  17                    0              259               0                 266                  20                    0              286               0

Total fixed maturities,
held-to-maturity(4)             $    1,808          $      317          $         0          $ 2,125          $    7          $    1,939          $      359          $         0          $ 2,298          $    9


__________
(1)Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications by
industry for all other holdings.
(2)As of both March 31, 2021 and December 31, 2020, based on amortized cost, 98%
represent Japanese government bonds held by our Japanese insurance operations.
(3)As of both March 31, 2021 and December 31, 2020, based on amortized cost, all
were rated A or higher.
(4)Excluded from the table above are securities held outside the general account
in other entities and operations. For additional information regarding
investments held outside the general account, see "-Invested Assets of Other
Entities and Operations" below.

Fixed Maturity Securities Credit Quality



The Securities Valuation Office ("SVO") of the National Association of Insurance
Commissioners ("NAIC") evaluates the investments of insurers for statutory
reporting purposes and assigns fixed maturity securities to one of six
categories called "NAIC Designations." In general, NAIC Designations of "1"
highest quality, or "2" high quality, include fixed maturities considered
investment grade, which include securities rated Baa3 or higher by Moody's
Investor Service, Inc. ("Moody's") or BBB- or higher by Standard & Poor's Rating
Services ("S&P"). NAIC Designations of "3" through "6" generally include fixed
maturities referred to as below investment grade, which include securities rated
Ba1 or lower by Moody's and BB+ or lower by S&P. The NAIC Designations for
commercial mortgage-backed securities and non-agency residential mortgage-backed
securities, including our asset-backed securities collateralized by sub-prime
mortgages, are based on security level expected losses as modeled by an
independent third-party (engaged by the NAIC) and the statutory carrying value
of the security, including any purchase discounts or impairment charges
previously recognized.
As a result of time lags between the funding of investments, the finalization of
legal documents, and the completion of the SVO filing process, the fixed
maturity portfolio includes certain securities that have not yet been designated
by the SVO as of each balance sheet date. Pending receipt of SVO designations,
the categorization of these securities by NAIC Designation is based on the
expected ratings indicated by internal analysis.
Investments of our international insurance companies are not subject to NAIC
guidelines. Investments of our Japanese insurance operations are regulated
locally by the Financial Services Agency ("FSA"), an agency of the Japanese
government. The FSA has its own investment quality criteria and risk control
standards. Our Japanese insurance companies comply with the FSA's credit quality
review and risk monitoring guidelines. The credit quality ratings of the
investments of our Japanese insurance companies are based on ratings assigned by
nationally recognized credit rating agencies, including Moody's and S&P, or
rating equivalents based on ratings assigned by Japanese credit ratings
agencies.
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The following table sets forth our fixed maturity, available-for-sale portfolio
by NAIC Designation or equivalent rating attributable to PFI excluding the
Closed Block division, as of the dates indicated:
                                                             March 31, 2021                                                                                December 31, 2020
                                               Gross                Gross                                                                      Gross                Gross
                         Amortized           Unrealized           Unrealized                             Fair            Amortized           Unrealized          Unrealized                             Fair
NAIC Designation(1) (2)     Cost               Gains              Losses(3)             ACL             Value               Cost               Gains              Losses(3)            ACL             Value
                                                                                                             (in millions)
           1            $ 216,471          $    28,298          $     1,242          $    0          $ 243,527          $ 229,951          $    41,311          $      381          $    0          $ 270,881
           2               69,860                6,930                  502               0             76,288             68,458               10,683                 180               0             78,961
Subtotal High or
Highest Quality
Securities(4)             286,331               35,228                1,744               0            319,815            298,409               51,994                 561               0            349,842
           3               11,480                  865                  107               0             12,238             11,913                1,192                  95               0             13,010
           4                4,954                  200                  114              34              5,006              5,119                  211                 119              23              5,188
           5                1,736                  114                   56              28              1,766              1,629                  123                  67              16              1,669
           6                  309                   26                    8              35                292                371                   48                  24              67                328
Subtotal Other
Securities(5) (6)          18,479                1,205                  285              97             19,302             19,032                1,574                 305             106             20,195
Total fixed maturities,
available-for-sale      $ 304,810          $    36,433          $     2,029          $   97          $ 339,117          $ 317,441          $    53,568          $      866          $  106          $ 370,037


__________
(1)Reflects equivalent ratings for investments of the international insurance
operations.
(2)Includes, as of March 31, 2021 and December 31, 2020, 722 securities with
amortized cost of $4,975 million (fair value, $4,965 million) and 102 securities
with amortized cost of $356 million (fair value, $382 million), respectively,
that have been categorized based on expected NAIC Designations pending receipt
of SVO ratings.
(3)As of March 31, 2021, includes gross unrealized losses of $148 million on
public fixed maturities and $137 million on private fixed maturities considered
to be other than high or highest quality and, as of December 31, 2020, includes
gross unrealized losses of $184 million on public fixed maturities and $121
million on private fixed maturities considered to be other than high or highest
quality.
(4)On an amortized cost basis, as of March 31, 2021, includes $240,784 million
of public fixed maturities and $45,547 million of private fixed maturities and,
as of December 31, 2020, includes $253,387 million of public fixed maturities
and $45,022 million of private fixed maturities.
(5)On an amortized cost basis, as of March 31, 2021, includes $9,228 million of
public fixed maturities and $9,251 million of private fixed maturities and, as
of December 31, 2020, includes $9,592 million of public fixed maturities and
$9,440 million of private fixed maturities.
(6)On an amortized cost basis, as of March 31, 2021, securities considered below
investment grade based on low issue composite ratings total $15,656 million, or
5% of the total fixed maturities, and include securities considered high or
highest quality by the NAIC based on the rules described above.

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

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                                                           March 31, 2021                                                                               December 31, 2020
                                               Gross               Gross                                                                     Gross               Gross
                         Amortized          Unrealized           Unrealized            Fair                            Amortized          Unrealized           Unrealized            Fair
 NAIC Designation(1)       Cost                Gains             Losses(2)            Value             ACL              Cost                Gains             Losses(2)            Value             ACL
                                                                                                           (in millions)
          1            $    1,714          $      307          $         0          $ 2,021          $    5          $    1,839          $      349          $         0          $ 2,188          $    7
          2                    94                  10                    0              104               2                 100                  10                    0              110               2
Subtotal High or
Highest Quality
Securities(3)               1,808                 317                    0            2,125               7               1,939                 359                    0            2,298               9
          3                     0                   0                    0                0               0                   0                   0                    0                0               0
          4                     0                   0                    0                0               0                   0                   0                    0                0               0
          5                     0                   0                    0                0               0                   0                   0                    0                0               0
          6                     0                   0                    0                0               0                   0                   0                    0                0               0
Subtotal Other
Securities                      0                   0                    0                0               0                   0                   0                    0                0               0
Total fixed
maturities,
held-to-maturity       $    1,808          $      317          $         0          $ 2,125          $    7          $    1,939          $      359          $         0          $ 2,298          $    9


__________
(1)Reflects equivalent ratings for investments of the international insurance
operations.
(2)As of both March 31, 2021 and December 31, 2020, there were no gross
unrealized losses on public fixed maturities and private fixed maturities
considered to be other than high or highest quality.
(3)On an amortized cost basis, as of March 31, 2021, includes $1,615 million of
public fixed maturities and $193 million of private fixed maturities and, as of
December 31, 2020, includes $1,728 million of public fixed maturities and $211
million of private fixed maturities.

Asset-Backed and Commercial Mortgage-Backed Securities

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


                                                  March 31, 2021                                                           December 31, 2020
                                Asset-Backed                  Commercial Mortgage-Backed                   Asset-Backed                  Commercial Mortgage-Backed
                               Securities(2)                         Securities(3)                        Securities(2)                         Securities(3)
Low Issue Composite     Amortized            Fair             Amortized            Fair            Amortized            Fair             Amortized            Fair
Rating(1)                  Cost              Value              Cost               Value              Cost              Value              Cost               Value
                                                                                        (in millions)
AAA                    $  10,458          $ 10,516          $   10,192          $ 10,737          $  11,327          $ 11,323          $   10,284               11,159
AA                           165               172                   2                 2                   139               144                1                    2
A                              7                 8                   2                 2                    16                17                   2                 2
BBB                           14                15                   9                 8                    12                13                   9                 8
BB and below                  90               158                   0                 0                    90               157                0                 0
Total(4)               $  10,734          $ 10,869          $   10,205          $ 10,749          $  11,584          $ 11,654          $   10,296          $ 11,171


__________
(1)The table above provides ratings as assigned by nationally recognized rating
agencies as of March 31, 2021, including S&P, Moody's, Fitch Ratings, Inc.
("Fitch") and Morningstar, Inc. ("Morningstar"). Low issue composite rating uses
ratings from the major credit rating agencies or if these are not available an
equivalent internal rating. For securities where the ratings assigned are not
equivalent, the second lowest rating is utilized.
(2)Includes collateralized loan obligations ("CLOs"), credit-tranched securities
collateralized by auto loans, education loans, credit card and other asset
types.
(3)As of both March 31, 2021 and December 31, 2020, based on amortized cost, 98%
were securities with vintages of 2013 or later.
(4)Excludes fixed maturity securities classified as "Assets supporting
experience-rated contractholder liabilities" and "Fixed maturities, trading," as
well as securities held outside the general account in other entities and
operations.

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:


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                                           March 31, 2021                  December 31, 2020
                                                    Collateralized Loan Obligations
                                                          Fair                              Fair
   Low Issue Composite Rating(1)     Amortized Cost       Value       Amortized Cost        Value
                                                             (in millions)
   AAA                              $        8,969      $ 8,993      $         9,554      $ 9,506
   AA                                            7            7                    2            2
   A                                             5            5                    1            1
   BBB                                           5            5                    1            1
   BB and below                                  6            6                    1            1
   Total(2)(3)                      $        8,992      $ 9,016      $         9,559      $ 9,511


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

Assets Supporting Experience-Rated Contractholder Liabilities



For information regarding the composition of "Assets supporting experience-rated
contractholder liabilities," see Note 3 to the Unaudited Interim 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:
                                                                          March 31, 2021           December 31, 2020
                                                                                        (in millions)
Commercial mortgage and agricultural property loans                     $        55,151          $           55,223
Uncollateralized loans                                                              583                         655
Residential property loans                                                           86                         101
Other collateralized loans                                                          114                         120
Total recorded investment gross of allowance(1)                                  55,934                      56,099
Allowance for credit losses                                                        (196)                       (207)
Total net commercial mortgage and other loans(2)                        $        55,738          $           55,892


__________


(1)As a percentage of recorded investment gross of allowance, more than 99% of
these assets were current as of both March 31, 2021 and December 31, 2020.
(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 held by the Company's international insurance operations.



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.

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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:

                                                                       March 31, 2021                           December 31, 2020
                                                                Gross                                      Gross
                                                               Carrying                % of               Carrying              % of
                                                                Value                  Total               Value                Total
                                                                                           ($ in millions)
Commercial mortgage and agricultural property loans
by region:
U.S. Regions(1):
Pacific                                                    $      19,345                  35.1  %       $  19,186                  34.7  %
South Atlantic                                                     8,630                  15.6              8,710                  15.8
Middle Atlantic                                                    6,468                  11.7              6,500                  11.8
East North Central                                                 2,959                   5.4              3,018                   5.5
West South Central                                                 5,509                  10.0              5,426                   9.8
Mountain                                                           2,199                   4.0              2,239                   4.1
New England                                                        1,598                   2.9              1,664                   3.0
West North Central                                                   469                   0.8                531                   0.9
East South Central                                                   865                   1.6                836                   1.5
Subtotal-U.S.                                                     48,042                  87.1             48,110                  87.1
Europe                                                             4,706                   8.5              4,605                   8.3
Asia                                                                 914                   1.7                979                   1.8
Other                                                              1,489                   2.7              1,529                   2.8
Total commercial mortgage and agricultural property
loans                                                      $      55,151                 100.0  %       $  55,223                 100.0  %


__________

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


                                                                                  March 31, 2021                           December 31, 2020
                                                                           Gross                                      Gross
                                                                          Carrying                % of               Carrying              % of
                                                                           Value                  Total               Value                Total
                                                                                                      ($ in millions)
Commercial mortgage and agricultural property loans by property
type:
Industrial                                                            $      14,093                  25.5  %       $  13,819                  25.0  %
Retail                                                                        5,635                  10.2              5,718                  10.4
Office                                                                       10,567                  19.2             10,719                  19.4
Apartments/Multi-Family                                                      15,194                  27.5             15,316                  27.7
Agricultural properties                                                       3,338                   6.1              3,273                   5.9
Hospitality                                                                   2,079                   3.8              2,056                   3.7
Other                                                                         4,245                   7.7              4,322                   7.9
Total commercial mortgage and agricultural property loans             $      55,151                 100.0  %       $  55,223                 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
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the collateral value. The debt service coverage ratio compares a property's net
operating income to its debt service payments. Debt service coverage ratios less
than 1.0 times indicate that property operations do not generate enough income
to cover the loan's current debt payments. A debt service coverage ratio greater
than 1.0 times indicates an excess of net operating income over the debt service
payments.

As of March 31, 2021, our commercial mortgage and agricultural property loans
attributable to PFI excluding the Closed Block division had a weighted-average
debt service coverage ratio of 2.48 times and a weighted-average loan-to-value
ratio of 58%. As of March 31, 2021, 94% of commercial mortgage and agricultural
property loans were fixed rate loans. For those commercial mortgage and
agricultural property loans that were originated in 2021, the weighted-average
debt service coverage ratio was 3.03 times, and the weighted-average
loan-to-value ratio was 62%.

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

For loans with collateral under construction, renovation or lease-up, a
stabilized value and projected net operating income are used in the calculation
of the loan-to-value and debt service coverage ratios. Our commercial mortgage
and agricultural property loan portfolio included $2.6 billion and $2.4 billion
of such loans as of March 31, 2021 and December 31, 2020, respectively. All else
being equal, these loans are inherently riskier than those collateralized by
properties that have already stabilized. As of March 31, 2021 and December 31,
2020, there were less than $1 million and $1 million, respectively, of
allowances related to these loans. In addition, these unstabilized loans are
included in the calculation of our portfolio reserve, as discussed below.

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


                                                                                            March 31, 2021
                                                                       Debt Service Coverage Ratio
                                                                                                                             Total
                                                                                                                      Commercial Mortgage
                                                                                     1.0x                              and Agricultural
                                                                                      to                                   Property
                                                                > 1.2x              < 1.2x           < 1.0x                  Loans
Loan-to-Value Ratio                                                        

                 (in millions)
0%-59.99%                                                   $     26,011          $   679          $   426          $             27,116
60%-69.99%                                                        16,874            1,436              227                        18,537
70%-79.99%                                                         8,086              748              213                         9,047
80% or greater                                                       139              300               12                           451
Total commercial mortgage and agricultural property
loans                                                       $     51,110          $ 3,163          $   878          $             55,151



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Table of Contents 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:


                                                                      March 31, 2021
                                                                    Gross
                                                                  Carrying          % of
                                                                    Value           Total
Year of Origination                                                  ($ in millions)
2021                                                           $       1,527         2.8  %
2020                                                                   5,296         9.6
2019                                                                   9,890        17.9
2018                                                                   8,438        15.3
2017                                                                   7,016        12.7
2016                                                                   6,283        11.4
2015                                                                   5,650        10.2
2014 & Prior                                                         

11,051 20.1 Total commercial mortgage and agricultural property loans $ 55,151 100.0 %

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.

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

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



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

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

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

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


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                                                                     March 31, 2021           December 31, 2020
                                                                                   (in millions)
Allowance, beginning of year                                       $           207          $              102
Cumulative effect of adoption of ASU 2016-13                                     0                         101
Addition to (release of) allowance for credit losses                           (10)                          1

Other                                                                           (1)                          3
Allowance, end of period                                           $           196          $              207


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

Equity Securities



The equity securities attributable to PFI excluding the Closed Block division
consist principally of investments in Common and Preferred Stock of
publicly-traded companies, as well as mutual fund shares. The following table
sets forth the composition of our equity securities portfolio and the associated
gross unrealized gains and losses, as of the dates indicated:
                                                                     March 31, 2021                                                             December 31, 2020
                                                               Gross                Gross                                                  Gross                Gross
                                                             Unrealized           Unrealized            Fair                             Unrealized           Unrealized            Fair
                                             Cost              Gains                Losses             Value             Cost              Gains                Losses             Value
                                                                                                            (in millions)
Mutual funds                              $ 1,386          $       468          $        22          $ 1,832          $ 1,481          $       410          $         5          $ 1,886
Other Common Stocks                         2,160                1,169                   26            3,303            2,201                1,013                   62            3,152
Non-redeemable Preferred Stocks                79                   19                    6               92               54                   22                    6               70
Total equity securities, at fair
value(1)                                  $ 3,625          $     1,656          $        54          $ 5,227          $ 3,736          $     1,445          $        73          $ 5,108


__________

(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 $230 million and $(758) million during the three
months ended March 31, 2021 and 2020, respectively.

Other Invested Assets

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


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                                                   March 31, 2021       December 31, 2020
                                                                (in millions)
LPs/LLCs:
Equity method:
Private equity(1)                                 $         3,743      $            3,411
Hedge funds                                                 1,997                   1,770
Real estate-related(1)                                      1,251                   1,214
Subtotal equity method                                      6,991                   6,395
Fair value:
Private equity                                              1,112                   1,063
Hedge funds                                                 1,057                   1,111
Real estate-related                                            42                      41
Subtotal fair value                                         2,211                   2,215
Total LPs/LLCs                                              9,202                   8,610
Real estate held through direct ownership(2)                1,060                   1,176
Derivative instruments                                        229                     199
Other(3)                                                      683                     731
Total other invested assets                       $        11,174      $           10,716


__________
(1)Prior period amounts have been updated to conform to current period
presentation.
(2)As of March 31, 2021 and December 31, 2020, real estate held through direct
ownership had mortgage debt of $354 million and $409 million, respectively.
(3)Primarily includes leveraged leases and member and activity stock held in the
Federal Home Loan Banks of New York and Boston. For additional information
regarding our holdings in the Federal Home Loan Banks of New York and Boston,
see Note 17 to the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020.
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.
                                                                             March 31, 2021           December 31, 2020
                                                                                            (in millions)
Fixed maturities:
Public, available-for-sale, at fair value(1)                                $          562          $              644

Fixed maturities, trading, at fair value(1)                                            199                         212
Equity securities, at fair value                                                       702                         682
Commercial mortgage and other loans, at book value(2)                                  519                       1,112
Other invested assets                                                                3,959                       3,799
Short-term investments                                                                  37                          36
Total investments                                                           $        5,978          $            6,485


__________
(1)As of March 31, 2021 and December 31, 2020, balances include investments in
CLOs with fair value of $405 million and $496 million, respectively.
(2)Book value is generally based on unpaid principal balance, net of any
allowance for credit losses, or at fair value, when the fair value option has
been elected.

Fixed Maturities, Trading

"Fixed maturities, trading, at fair value" are primarily related to assets associated with consolidated VIEs for which the Company is the investment manager. The assets of the consolidated VIEs are generally offset by liabilities for which the fair


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value option has been elected. For further information on these consolidated
VIEs, see Note 4 to the Unaudited Interim 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 include certain assets in consolidated investment funds
where the Company is deemed to exercise control over the funds.

                        Liquidity and Capital Resources

Overview



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

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

Our businesses are subject to comprehensive regulation and supervision by
domestic and international regulators. These regulations currently include
requirements (many of which are the subject of ongoing rule-making) relating to
capital and liquidity management. For information on these regulatory
initiatives and their potential impact on us, see "Business-Regulation" and
"Risk Factors" included in our Annual Report on Form 10-K for the year ended
December 31, 2020.

From the beginning of 2021 through the date of this report, we took the following significant actions that impacted our liquidity and capital position:



•In February 2021, Prudential Financial's Board of Directors (the "Board")
authorized the Company to repurchase at management's discretion up to $1.5
billion of its outstanding Common Stock during the period from January 1, 2021
through December 31, 2021. On May 4, 2021, the Board increased this current
share repurchase authorization by $500 million, bringing the aggregate share
repurchase authorization for calendar year 2021 to $2.0 billion.

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Capital

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 March 31, 2021, the Company had $52.3 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.

                                                                    March 31, 2021           December 31, 2020
                                                                                  (in millions)
Equity(1)                                                         $        38,817          $           36,687
Junior subordinated debt (including hybrid securities)                      7,613                       7,615
Other capital debt                                                          5,879                       5,856
Total capital                                                     $        52,309          $           50,158


__________

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



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 risk-based capital ("RBC") ratio as a primary measure of the capital
adequacy of our domestic insurance subsidiaries and the solvency margin ratio as
a primary measure of the capital adequacy of our Japanese insurance
subsidiaries.

The table below presents the RBC ratios of our most significant domestic insurance subsidiaries as of December 31, 2020, the most recent statutory fiscal year-end and RBC reporting date for these subsidiaries.



                                                             Ratio(1)
PICA(2)                                                         394  %

Prudential Annuities Life Assurance Corporation ("PALAC") 465 % Composite Major U.S. Insurance Subsidiaries(3)

                  411  %


__________


(1)The 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.
(2)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").
(3)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.

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 December 31, 2020, the most recent date for which this information is available.


                                        Ratio
Prudential of Japan consolidated(1)     929  %
Gibraltar Life consolidated(2)          991  %


__________


(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.

All of our domestic and significant international insurance subsidiaries have
capital levels that substantially exceed the minimum level required by
applicable insurance regulations; however, market conditions could negatively
impact the statutory capital of our insurance companies and constrain our
overall capital flexibility. Our regulatory capital levels also may be affected
in the future by changes to the applicable regulations, proposals for which are
currently under consideration by both
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domestic and international insurance regulators. For additional information on
the calculation of RBC and solvency margin ratios, as well as regulatory
minimums, see Note 19 to the Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Captive Reinsurance Companies

See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital-Captive Reinsurance Companies" included in our Annual Report on Form 10-K for the year ended December 31, 2020, for a discussion of our use of captive reinsurance companies.

Shareholder Distributions

Share Repurchase Program and Shareholder Dividends



In February 2021, Prudential Financial's Board of Directors authorized the
Company to repurchase, at management's discretion, up to $1.5 billion of its
outstanding Common Stock during the period from January 1, 2021 through December
31, 2021. On May 4, 2021, the Board increased this share repurchase
authorization by $500 million, bringing the aggregate share repurchase
authorization for calendar year 2021 to $2.0 billion.

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

The following table sets forth information about declarations of Common Stock
dividends, as well as repurchases of shares of Prudential Financial's Common
Stock, for the three months ended March 31, 2021.
                              Dividend Amount                  Shares 

Repurchased

Three months ended: Per Share Aggregate Shares


 Total Cost
                                     (in millions, except per share data)
March 31, 2021        $    1.15          $      467                4.3      $      375



Liquidity

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

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.

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As of March 31, 2021, Prudential Financial had highly liquid assets with a
carrying value totaling $5,695 million, a decrease of $784 million from
December 31, 2020. Highly liquid assets predominantly include cash, short-term
investments, U.S. Treasury securities, obligations of other U.S. government
authorities and agencies, and/or foreign government bonds. We maintain an
intercompany liquidity account that is designed to optimize the use of cash by
facilitating the lending and borrowing of funds between Prudential Financial and
its subsidiaries on a daily basis. Excluding the net borrowings from this
intercompany liquidity account, Prudential Financial had highly liquid assets of
$4,926 million as of March 31, 2021, a decrease of $634 million from
December 31, 2020.

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



                                                                                     Three Months Ended March 31,
                                                                                       2021                  2020
                                                                                            (in millions)
Highly Liquid Assets, beginning of period                                   

$ 5,560 $ 4,061



Dividends and/or returns of capital from subsidiaries(1)                                    508                558

Capital contributions to subsidiaries(2)                                                    (26)                 0
Total Business Capital Activity                                                             482                558

Share repurchases(3)                                                                       (359)              (485)
Common stock dividends(4)                                                                  (471)              (448)
Disposition activity(5)                                                                       0                  0
Total Share Repurchases, Dividends and Disposition Activity                                (830)              (933)

Proceeds from the issuance of debt                                                            0              1,486

Total Debt Activity                                                                           0              1,486

Proceeds from stock-based compensation and exercise of stock options

                  86                 72
Net income tax receipts & payments                                                           16                 31
Affiliated (borrowings)/loans - (operating activities)(6)                                   (34)               (33)
Interest paid on external debt                                                             (210)              (208)

Other, net                                                                                 (144)               259
Total Other Activity                                                                       (286)               121

Net increase/(decrease) in highly liquid assets                                            (634)             1,232

Highly Liquid Assets, end of period                                         

$ 4,926 $ 5,293

__________


(1)2021 includes $210 million from Prudential Annuities Holding Company, $186
million from PGIM subsidiaries, and $112 million from international insurance
subsidiaries. 2020 includes $241 million from international insurance
subsidiaries, $207 million from PALAC, $63 million from PGIM subsidiaries, $43
million from Prudential Annuities Holding Company, and $4 million from other
subsidiaries.
(2)2021 includes capital contributions of $17 million to international insurance
subsidiaries and $9 million to PGIM subsidiaries.
(3)Excludes cash payments made on trades that settled in the subsequent period.
(4)Includes cash payments made on dividends declared in prior periods.
(5)2021 excludes cash proceeds from the sale of the Company's interest in
Pramerica SGR in March 2021, which were received by PFI in April 2021.
(6)Represent loans to and from subsidiaries to support business operating needs.

Dividends and Returns of Capital from Subsidiaries

Domestic insurance subsidiaries. During the first three months of 2021, Prudential Financial received dividends of $210 million from Prudential Annuities Holding Company, of which $192 million was from PALAC.



International insurance subsidiaries. During the first three months of 2021,
Prudential Financial received dividends of $112 million from its international
insurance subsidiaries. In addition to paying Common Stock dividends, our
international insurance operations may return capital to Prudential Financial by
other means, such as the repayment of preferred stock obligations held by
Prudential Financial or other affiliates, affiliated lending, affiliated
derivatives and reinsurance with U.S.- and Bermuda-based affiliates.

Other subsidiaries. During the first three months of 2021, Prudential Financial received dividends and returns of capital of $186 million from PGIM 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. Further, market conditions could negatively impact
capital positions of our insurance companies, which could further restrict their
ability to pay dividends. More generally, the payment of dividends by any of our
subsidiaries is subject to declaration by their Board of Directors and can be
affected by market conditions and other factors.

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

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,
2021, 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 included in our Annual Report on Form 10-K for the year ended December 31, 2020, for information on specific dividend restrictions.

Liquidity of Insurance Subsidiaries



We manage the liquidity of our insurance operations to ensure stable, reliable
and cost-effective sources of cash flows to meet all of our obligations.
Liquidity within each of our insurance subsidiaries is provided by a variety of
sources, including portfolios of liquid assets. The investment portfolios of our
subsidiaries are integral to the overall liquidity of our insurance operations.
We segment our investment portfolios and employ an asset/liability management
approach specific to the requirements of each of our product lines. This
enhances the discipline applied in managing the liquidity, as well as the
interest rate and credit risk profiles, of each portfolio in a manner consistent
with the unique characteristics of the product liabilities.

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.

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

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


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                                                                                March 31, 2021
                                        Prudential                                                                                               December 31,
                                       Insurance(1)           PLIC            PRIAC           PALAC          Pruco Life           Total              2020
                                                                                          (in billions)
Cash and short-term investments      $         6.0          $  1.0          $  0.5          $  1.8          $      0.3          $   9.6          $     9.4
Fixed maturity investments(2):
High or highest quality                      126.9            34.1            21.0            14.3                 6.7            203.0              

222.4


Other than high or highest quality             9.0             3.6             1.4             0.8                 0.4             15.2               15.4
Subtotal                                     135.9            37.7            22.4            15.1                 7.1            218.2              237.8
Public equity securities, at fair
value                                          0.4             2.5             0.1             0.3                 0.0              3.3                3.2
Total                                $       142.3          $ 41.2          $ 23.0          $ 17.2          $      7.4          $ 231.1          $   250.4


__________
(1)Represents legal entity view and as such includes both domestic and
international activity.
(2)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.


                                                                                March 31, 2021
                                                      Prudential           Gibraltar             All                             December 31,
                                                       of Japan             Life(1)            Other(2)           Total              2020
                                                                                          (in billions)
Cash and short-term investments                     $       1.6          $  

3.8 $ 1.2 $ 6.6 $ 6.0 Fixed maturity investments(3): High or highest quality(4)

                                 41.8                88.6                8.1            138.5              147.7
Other than high or highest quality                          0.7                 2.2                1.9              4.8                4.8
Subtotal                                                   42.5                90.8               10.0            143.3              152.5
Public equity securities                                    2.2                 2.0                0.1              4.3                3.6
Total                                               $      46.3          $     96.6          $    11.3          $ 154.2          $   162.1


__________
(1)Includes PGFL.
(2)Represents our international insurance operations, excluding Japan.
(3)Excludes fixed maturities designated as held-to-maturity. Credit quality is
based on NAIC or equivalent rating.
(4)As of March 31, 2021, $104.1 billion, or 75%, were invested in government or
government agency bonds.
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-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 March 31, 2021, the
derivatives comprising the hedging portion of our Individual Annuities' ALM
strategy and capital hedge program were in a net post position of $6.5 billion
compared to a net receive position of $3.4 billion as of December 31, 2020. The
change in collateral position was primarily driven by the impact of increasing
interest rates and equity markets.

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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 March 31, 2021,
we have hedged 100%, 83% and 39%, of expected yen-based earnings for 2021, 2022
and 2023, respectively.
Equity Hedges-We hold both internal and external hedges primarily to hedge our
USD-equivalent equity. These hedges also mitigate volatility in the solvency
margins of yen-based subsidiaries resulting from changes in the market value of
their USD-denominated investments hedging our USD-equivalent equity attributable
to changes in the yen-USD exchange rate.

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



Cash settlements from these hedging activities result in cash flows between
subsidiaries of Prudential Financial and either international-based subsidiaries
or external parties. The cash flows are dependent on changes in foreign currency
exchange rates and the notional amount of the exposures hedged. For example, a
significant yen depreciation over an extended period of time could result in net
cash inflows, while a significant yen appreciation could result in net cash
outflows. The following tables set forth information about net cash settlements
and the net asset or liability resulting from these hedging activities related
to the yen and other currencies for the periods indicated.
                                                 Three Months Ended
                                                     March 31,
Cash Settlements: Received (Paid)           2021                    2020
                                                   (in millions)
Income Hedges (External)(1)         $        8              $               29
Equity Hedges:
Internal(2)                                100                             104
External(3)                                  7                              45
Total Equity Hedges                        107                             149
Total Cash Settlements              $      115              $              178

Assets (Liabilities):                  March 31, 2021        December 31, 2020
                                                   (in millions)
Income Hedges (External)(4)         $       40              $                3
Equity Hedges:
Internal(2)                                821                             291
External                                  (143)                            (56)
Total Equity Hedges(5)                     678                             235
Total Assets (Liabilities)          $      718              $              238


__________
(1)Includes non-yen related cash settlements of $5 million, primarily
denominated in Brazilian real, Australian dollar and Chilean peso and $23
million, primarily denominated in Korean won, Australian dollar and Brazilian
real for the three months ended March 31, 2021 and 2020, respectively.
(2)Represents internal transactions between international-based and U.S.-based
entities. Amounts noted are from the U.S.-based entities' perspectives.
(3)Includes non-yen related cash settlements of $23 million, denominated in
Korean won for the three months ended March 31, 2020.
(4)Includes non-yen related assets of $18 million, primarily denominated in
Brazilian real, Australian dollar and Chilean peso and assets of $2 million,
primarily denominated in Brazilian real, Chilean peso and Australian dollar, as
of March 31, 2021 and December 31, 2020, respectively.
(5)As of March 31, 2021, approximately $225 million, $188 million, $260 million
and $5 million of the net market values are scheduled to settle in 2021, 2022,
2023 and thereafter, respectively. The net market value of the assets
(liabilities) will vary with changing market conditions to the extent there are
no corresponding offsetting positions.

PGIM operations



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

The principal sources of liquidity for our co- and seed 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 uses of liquidity for our co- and seed
investments include making investments to support business growth and paying
interest expense from the internal and external borrowings used to fund those
investments. The primary liquidity risks include the inability to sell assets in
a timely manner, declines in the value of assets and credit defaults. There have
been no material changes to the liquidity position of our PGIM operations since
December 31, 2020.

Alternative Sources of Liquidity



In addition to asset-based financing as discussed below, Prudential Financial
and certain subsidiaries have access to other sources of liquidity, including
syndicated, unsecured committed credit facilities, membership in the Federal
Home Loan Banks, commercial paper programs, and contingent financing facilities
in the form of a put option agreement and facility agreement. For more
information on these sources of liquidity, see Note 9 to the Unaudited Interim
Consolidated Financial Statements contained herein and Note 17 to the Company's
Consolidated Financial Statements included in the Annual Report on Form 10-K for
the year ended December 31, 2020.

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.



                                                                March 31, 2021                                                 December 31, 2020
                                                 PFI                                                             PFI
                                              Excluding             Closed                                    Excluding             Closed
                                             Closed Block            Block                                   Closed Block            Block
                                               Division            Division           Consolidated             Division            Division           Consolidated
                                                                                                ($ in millions)
Securities sold under agreements to
repurchase                                 $       6,679          $  2,705  

$ 9,384 $ 8,092 $ 2,802 $

10,894


Cash collateral for loaned securities              4,487               186                  4,673                  3,379               120              

3,499


Securities sold but not yet purchased                  3                 0                      3                      2                 0                      2
Total(1)(2)                                $      11,169          $  2,891          $      14,060          $      11,473          $  2,922          $      14,395
Portion of above securities that may be
returned to the Company overnight
requiring immediate return of the cash
collateral(3)                              $      10,550          $  2,891  

$ 13,441 $ 10,463 $ 2,922 $

13,385


Weighted average maturity, in days(3)                    26               N/A                                            28               N/A


__________


(1)The daily weighted average outstanding balance for the three months ended
March 31, 2021 was $11,550 million for PFI excluding the Closed Block division,
and $2,936 million for the Closed Block division.
(2)Includes utilization of external funding facilities for PGIM's commercial
mortgage origination business.
(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.

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As of March 31, 2021, our domestic insurance entities had assets eligible for
the asset-based or secured financing programs of $122.7 billion, of which $13.8
billion were on loan. Taking into account market conditions and outstanding loan
balances as of March 31, 2021, we believe approximately $13.4 billion of the
remaining eligible assets are readily lendable, including approximately $9.3
billion relating to PFI excluding the Closed Block division, of which $2.6
billion relates to certain separate accounts and may only be used for financing
activities related to those accounts, and the remaining $4.1 billion relating to
the Closed Block division.
Financing Activities

As of March 31, 2021, total short-term and long-term debt of the Company on a
consolidated basis was $20.6 billion, a decrease of less than $0.1 billion from
December 31, 2020. The following table sets forth total consolidated borrowings
of the Company as of the dates indicated. We may, from time to time, seek to
redeem or repurchase our outstanding debt securities through open market
purchases, individually negotiated transactions or otherwise. Any such actions
will depend on prevailing market conditions, our liquidity position, and other
factors.

                                                                      March 31, 2021                                                   December 31, 2020
                                                 Prudential                                                         Prudential
Borrowings:                                      Financial            Subsidiaries           Consolidated           Financial            Subsidiaries           Consolidated
                                                                                                        (in millions)
General obligation short-term debt:
Commercial paper                               $        25          $       

371 $ 396 $ 25 $ 355

       $         380
Current portion of long-term debt                      400                      0                    400                  399                      0                    399
Subtotal                                               425                    371                    796                  424                    355                    779
General obligation long-term debt:
Senior debt                                         11,009                    173                 11,182               11,007                    173                 11,179
Junior subordinated debt                             7,556                     57                  7,613                7,554                     60                  7,615
Surplus notes(1)                                         0                    343                    343                    0                    343                    343
Subtotal                                            18,565                    573                 19,138               18,561                    576                 19,137
Total general obligations                           18,990                    944                 19,934               18,985                    931                 19,916
Limited and non-recourse borrowings(2):
Short-term debt                                          0                      9                      9                    0                     18                     18
Current portion of long-term debt                        0                     62                     62                    0                    128                    128
Long-term debt                                           0                    592                    592                    0                    581                    581
Total limited and non-recourse borrowings                0                    663                    663                    0                    727                    727
Total borrowings                               $    18,990          $       1,607          $      20,597          $    18,985          $       1,658          $      20,643


__________
(1)Amounts are net of assets under set-off arrangements of $10,514 million and
$10,964 million as of March 31, 2021 and December 31, 2020, respectively.
(2)Limited and non-recourse borrowing primarily represents mortgage debt of our
subsidiaries that has recourse only to real estate investment property of $354
million and $409 million as of March 31, 2021 and December 31, 2020,
respectively, and a $300 million draw on a credit facility that has recourse
only to collateral pledged by the Company as of both March 31, 2021 and
December 31, 2020.

As of March 31, 2021, and December 31, 2020, we were in compliance with all debt
covenants related to the borrowings in the table above. For additional
information on our short- and long-term debt obligations, see Note 9 to the
Unaudited Interim Consolidated Financial Statements contained herein and Note 17
to the Company's Consolidated Financial Statements included in the Annual Report
on Form 10-K for the year ended December 31, 2020.

Prudential Financial's consolidated borrowings decreased $46 million from December 31, 2020, primarily driven by a $51 million decrease in subsidiary borrowings. This decrease is primarily due to $66 million in debt maturities, partially offset by a $16 million increase in commercial paper.

Term and Universal Life Reserve Financing



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
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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 March 31, 2021, we
had Credit-Linked Note Structures with an aggregate issuance capacity of $14,700
million, of which $12,644 million was outstanding, as compared to an aggregate
issuance capacity of $14,825 million, of which $12,919 million was outstanding,
as of December 31, 2020. Under the agreements, the captive receives in exchange
for the surplus notes one or more credit-linked notes issued by a
special-purpose affiliate of the Company with an aggregate principal amount
equal to the surplus notes outstanding. The captive holds the credit-linked
notes as assets supporting Regulation XXX or Guideline AXXX non-economic
reserves, as applicable. For more information on our Credit-Linked Note
Structures, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources-Financing Activities" in
our Annual Report on Form 10-K for the year ended December 31, 2020.

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



                                                            Surplus Notes                              Outstanding
                                                Original                    Maturity                      as of                  Facility
Credit-Linked Note Structures:                 Issue Dates                    Dates                   March 31, 2021               Size
                                                                                    ($ in millions)
XXX                                                 2011-2021                    2021-2036       $         1,600    (1)         $  1,750
AXXX                                                     2013                         2033                 3,248                   3,500
XXX                                                 2014-2018                    2021-2034                 2,230    (2)            2,250
XXX                                                 2014-2017                    2024-2037                 2,330                   2,400
AXXX                                                     2017                         2037                 1,466                   2,000
XXX                                                      2018                         2038                 1,070                   1,600
AXXX                                                     2020                         2032                   700                   1,200
Total Credit-Linked Note Structures                                                              $        12,644                $ 14,700

__________


(1)Prudential Financial has agreed to reimburse amounts paid under the
credit-linked notes issued in this structure up to $500 million.
(2)The $2,230 million of surplus notes represents an intercompany transaction
that eliminates upon consolidation. Prudential Financial has agreed to reimburse
amounts paid under credit-linked notes issued in this structure up to $1,000
million.
As of March 31, 2021, we also had outstanding an aggregate of $2,775 million of
debt issued for the purpose of financing Regulation XXX and Guideline AXXX
non-economic reserves, of which $1,175 million relates to Regulation XXX
reserves and $1,600 million relates to Guideline AXXX reserves. In addition, as
of March 31, 2021, for purposes of financing Guideline AXXX reserves, one of our
captives had $3,982 million of surplus notes outstanding that were issued to
affiliates.
The Company has introduced updated versions of its individual life products in
conjunction with the requirement to adopt principle-based reserving by January
1, 2020. These updated products are currently priced to support the
principle-based statutory reserve level without the need for reserve financing.
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.
The Company continues to assess the impact of the implementation of
principle-based reserving on projected statutory reserve levels, product pricing
and the use of financing.

                                    Ratings

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Ratings" in our Annual Report on Form 10-K for the year ended
December 31, 2020, for a discussion of our financial strength and credit ratings
and their impact on our business.

There have been no significant changes or actions in ratings or ratings outlooks
for our Company that have occurred since the filing of our Form 10-K for the
year ended December 31, 2020.

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                         Off-Balance Sheet Arrangements

Guarantees, Other Contingencies and Other Contingent Commitments



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. 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 "-Commitments and Guarantees" within Note 14 to the
Unaudited Interim Consolidated Financial Statements for additional information.
For further discussion of certain of these commitments that relate to our
separate accounts, also see "-Liquidity-Liquidity associated with other
activities-PGIM operations."

Other Off-Balance Sheet Arrangements



In May 2020, Prudential Financial entered into a ten-year facility 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.

In November 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.

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 March 31,
2021, 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
Company's Unaudited Interim 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.

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